UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q/A
(Amendment No. 1)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: September 30, 2014

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from: ____________ to _____________

Commission File Number: 0-29657

SILVER DRAGON RESOURCES INC.
(Exact name of registrant as specified in its charter)

200 Davenport Road
Toronto, Ontario
Canada M5R 1J2
(Address of Principal Executive Office) (Zip Code)

(416) 223-8500
(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes [X]     No [  ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Date File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes [X]     No [  ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
[  ] Yes     [X] No

As of November 13, 2014, there were 279,733,758 shares of common stock outstanding, par value $0.0001.

1

EXPLANATORY NOTE

Silver Dragon Resources Inc. (the “Company” or “Silver Dragon”) is filing this Amendment No. 1 to its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2014 (this “Amendment”) to (i) revise the disclosure in our original Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2014 (the “Original Form 10-Q”) in order to comply with Industry Guide 7 promulgated by the United States Securities and Exchange Commission (the “SEC”), (ii) include restated financial statements for the period ended September 30, 2014 (the “Financial Restatement”, and the original financial statements included in the Original Form 10-Q being referred to herein as the “Original Financials”), (iii) make corresponding changes to other disclosures, (iv) provide additional disclosures that were required to be disclosed in our Original Form 10-Q, and (v) enhance the overall readability and organization. As a result of the Company’s discovery of the error in the Original Financials, the Company determined that changes were needed to the Original Financials. Specifically, the Original Financial Statements contained an error in connection with the Company’s equity investment, including the following:

For more information concerning the Financial Restatement, please refer to Note 4 in the financial statements for the fiscal period ended September 30, 2014 included in this Amendment.

In addition, we are including in this Amendment (i) currently dated certifications from our principal executive, financial and accounting officer, as required, in Exhibits 31.1 and 31.2 and (ii) updated signature pages. Except as expressly set forth herein, this Amendment does not otherwise revise or restate the Original Form 10-Q. Accordingly, this Amendment should be read in conjunction with the Company’s filings with the SEC subsequent to the filing of the Original Form 10-Q.

2

SILVER DRAGON RESOURCES INC.
INDEX TO FORM 10-Q
FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2014
RESTATED
(EXPRESSED IN UNITED STATES FUNDS)

3

SILVER DRAGON RESOURCES INC.
(AN EXPLORATION STAGE COMPANY)
Interim Condensed Consolidated Balance Sheets
(Unaudited)

Going concern (note 2)
Commitments and contingencies (note 16)

The accompanying notes are an integral part of these interim condensed consolidated financial statements.

4

SILVER DRAGON RESOURCES INC.
(AN EXPLORATION STAGE COMPANY)
Interim Condensed Consolidated Statements of Operations and Comprehensive Loss
For the three and nine-month periods ended September 30, 2014 and 2013 and
Cumulative for the period from May 9, 1996 (date of inception) to September 30, 2014
(Unaudited)

The accompanying notes are an integral part of these interim condensed consolidated financial statements.

5

SILVER DRAGON RESOURCES INC.
(AN EXPLORATION STAGE COMPANY)
Interim Condensed Consolidated Statements of Stockholders’ Deficit
For the nine-month period ended September 30, 2014 and year end December 31, 2013
(Unaudited)

The accompanying notes are an integral part of these interim condensed consolidated financial statements.

6

SILVER DRAGON RESOURCES INC.
(AN EXPLORATION STAGE COMPANY)
Interim Condensed Consolidated Statements of Cash Flows
For the nine-month periods ended September 30, 2014 and 2013 and
Cumulative for the period from May 9, 1996 (date of inception) to September 30, 2014
(Unaudited)

7

SILVER DRAGON RESOURCES INC.
(AN EXPLORATION STAGE COMPANY)
Interim Condensed Consolidated Statements of Cash Flows
For the nine-month periods ended September 30, 2014 and 2013 and
Cumulative for the period from May 9, 1996 (date of inception) to September 30, 2014
(Unaudited)

Supplemental cash flow information (note 15)

The accompanying notes are an integral part of these interim condensed consolidated financial statements.

8

SILVER DRAGON RESOURCES INC.
(AN EXPLORATION STAGE COMPANY)
Notes to the Interim Condensed Consolidated Financial Statements
September 30, 2014 and 2013
(Unaudited)

1. Nature of Business and Basis of Presentation

Silver Dragon Resources Inc. was incorporated on May 9, 1996 in the State of Delaware and its executive office is in Toronto, Canada. It carries out operations in Canada and China. Silver Dragon Resources Inc. and its subsidiaries (collectively referred to as “Silver Dragon” or the “Company”) are in the exploration stage as defined by Financial Accounting Standards Board’s (“FASB”) Accounting Standard Codification (“ASC”) 915 “Accounting and Reporting For Development Stage Entities”.

The Company’s strategy is to acquire and develop a portfolio of silver properties in proven silver districts globally. To date, the Company has generated no sales and has devoted its efforts primarily to financing, by issuing common shares and convertible debt, and exploring its properties.

The accompanying interim condensed consolidated financial statements of the Company have been prepared following accounting principles generally accepted in the United States (“US GAAP”), and are expressed in United States funds. In the opinion of management, all adjustments necessary for a fair presentation have been included. These interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements of the Company for the fiscal year ended December 31, 2013 filed in the Company’s Annual Report on Form 10-K.

2. Going Concern and Exploration Stage Activities

These interim condensed consolidated financial statements have been prepared in accordance with US GAAP applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for its next twelve months.

At September 30, 2014, the Company had a working capital deficit of $6,585,546 (December 31, 2013 – $5,622,503), had not yet achieved profitable operations, incurred a net loss of $2,211,290 for the nine-month period ended September 30, 2014 (2013 – $2,112,765), had accumulated losses of $50,408,438 since its inception, and expects to incur further losses in the development of its business. These factors and those noted below, cast substantial doubt as to the Company’s ability to continue as a going concern, which is dependent upon its ability to obtain the necessary financing to repay liabilities when they come due, and in the long run dependent upon achieving profitable operations.

Management has been unable to secure additional financing to meet its cash requirements, including ongoing capital, cash contributions for its equity investment and funds to repay all or certain of its convertible debt holders. There is no assurance of additional funding in any form, being available or available on acceptable terms.

In March of 2014, the Company received extensions of its obligations to repay the convertible debt holders from a date of March 31, 2014 to June 30, 2014. In addition, the Company had in place forbearance agreements with its convertible debt holders. The Company was not able to repay the obligations owing to the convertible debt holders on or before the June 30, 2014 deadline and thus is in default. Management continues to have discussions with the convertible debt holders in efforts to establish new deadlines for repayment and/or have them convert some or all of their convertible notes. The convertible debt holders continue to have the option to convert all or a portion of their notes, as some have during the current period. With the trading price at September 30, 2014, the Company did not have sufficient common stock to issue for a conversion of all the outstanding convertible debt.

9

SILVER DRAGON RESOURCES INC.
(AN EXPLORATION STAGE COMPANY)
Notes to the Interim Condensed Consolidated Financial Statements
September 30, 2014 and 2013
(Unaudited)

2. Going Concern and Exploration Stage Activities, continued

As management was unable to secure additional financing and/or extend the payoff date for its convertible debt holders, the Company may be forced to further dilute its equity investment or to ultimately file for bankruptcy. Since the dates to make the required contributions for the equity investment have elapsed, the Company’s interest has been diluted to 20%. Subsequent to September 30, 2014, the Company announced that Sino-Top, its equity investment, had signed an understanding with Shengda Mining Co., Ltd. (“Shengda”), to be acquired subject to a third party evaluation and all other regulatory approvals and filings. As a result, there is no current effort made to raise additional financing for its equity investment.

In addition, although there had been discussions between the Company and the private investor (“Investor”), there has been no resolution to the treatment of the $1,069,279 advance credit note received from the Investor. The Company may be required to return such funds, with or without interest, to the Investor. On September 19, 2014, the Investor filed a complaint to recover $1,014,140 of the advance credit note. The Company has retained counsel in Delaware and filed a Motion to Dismiss. Subsequently, dates for the plaintiff’s answering brief in response the Company’s Motion to Dismiss and the Company’s response to this brief, were proposed by the court.

Realization values may be substantially different from carrying values as shown. These interim condensed consolidated financial statements do not include any adjustments to reflect the future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result if the Company was unable to continue as a going concern.

3. Recent Accounting Pronouncements

There were various accounting standards and interpretations issued during the period ended September 30, 2014, none of which are expected to have a material impact on the Company’s consolidated financial position, operations, or cash flows.

4. Restatement Correction of an Error

For the three months ended September 30, 2014, the Company incorrectly included 40% of its share of the losses of its equity investment, instead of 20%. The change in equity interest was effective June 30, 2014.

The following schedules summarize the impact of the restatement:

Interim Condensed Consolidated Balance Sheets

10

SILVER DRAGON RESOURCES INC.
(AN EXPLORATION STAGE COMPANY)
Notes to the Interim Condensed Consolidated Financial Statements
September 30, 2014 and 2013
(Unaudited)

4. Restatement Correction of an Error, continued

Interim Condensed Consolidated Statements of Operations and Comprehensive Loss

Interim Condensed Consolidated Statements of Cash Flows

11

SILVER DRAGON RESOURCES INC.
(AN EXPLORATION STAGE COMPANY)
Notes to the Interim Condensed Consolidated Financial Statements
September 30, 2014 and 2013
(Unaudited)

5. Financial Instruments

The carrying value of cash, other receivables, bank indebtedness, advance credit note, accounts payable, accrued liabilities, promissory note payable, convertible notes payable and related party payable approximated their fair value as of September 30, 2014 and December 31, 2013, due to their short-term nature. The carrying value of the long-term debt approximated its fair value as of September 30, 2014, due to its market interest rate.

Interest and Credit Risk

In the opinion of management, the Company is not exposed to significant interest or credit risks arising from its financial instruments.

Currency Risk

While the reporting currency is the United States Dollar, $74,981 of consolidated expenses for the nine-month period ended September 30, 2014 are denominated in Mexican Pesos; and $272,189 of consolidated expenses for the nine-month period ended September 30, 2014, are denominated in Canadian Dollars. As at September 30, 2014, $1,208,634 of the net monetary liabilities are denominated in Mexican Pesos; and $260,173 of the net monetary liabilities are denominated in Canadian Dollars. The Company has not entered into any hedging transactions to reduce the exposure to currency risk.

6. Other Receivables

The current balance in other receivables includes commodity taxes receivable of $2,777 (December 31, 2013-$3,968).

7. Plant and Equipment, net

During the nine-month period ended September 30, 2013, the Company disposed of certain leasehold improvements which had been fully depreciated, resulting in a gain of $14,769. The gain is disclosed in the interim condensed consolidated statements of operations and comprehensive loss under gain on disposal of plant and equipment.

8. Equity Investment

Sanhe Sino-Top Resources & Technologies Ltd., China (“Sino-Top”)

The Company owns 20% of Sino-Top, whose assets consist mainly of six exploration properties.

12

SILVER DRAGON RESOURCES INC.
(AN EXPLORATION STAGE COMPANY)
Notes to the Interim Condensed Consolidated Financial Statements
September 30, 2014 and 2013
(Unaudited)

8. Equity Investment, continued

The Company is required to fund its share of operations at Sino-Top. At a meeting of the board of directors for Sino-Top held on March 29, 2014, the 2014 budget was finalized. The total budget for 2014 is RMB171.0 million (approximately $27,856,000) and the Company’s contribution is RMB76.0 million (approximately $12,380,000). It was further agreed that the Company’s investment in Sino-Top will be diluted to 20% if it does not make a contribution of RMB50.0 million (approximately $8,145,000) by April 8, 2014 (extended to April 15, 2014) and a further contribution of RMB26.0 million (approximately $4,235,000) by June 15, 2014, with no further required contributions. These required contributions are cumulative amounts and include past contributions which were not made by the Company. The Company was not able to meet the required contributions by the specified dates and after discussions with Sino-Top and attempts to secure financing for the required contributions failed, the Company’s interest had been reduced to 20% on June 30, 2014, the date on which certain other shareholders provided contributions. The change in equity interest would have to be approved by the Ministry of Commerce as a result of registration through the Administration of Industry and Commerce.

Refer to note 17 (a), Subsequent Events, for the announcement of an understanding signed for the sale of Sino-Top, subject to a third party evaluation and all other regulatory approvals and filings.

Share of loss for the nine-month periods ended September 30:

Summarized unaudited financial data of Sino Top for the nine-month periods ended September 30:

9. Advance Credit Note

During the prior year’s fourth quarter, the Company received advances on a note, in the amount of $1,069,279, from an Investor. A significant portion of these funds were disbursed before the prior year-end, to settle certain outstanding obligations and payables. The Company and the Investor did not resolve definitive agreements, nor did the Investor fund the remaining amounts initially anticipated to be required to complete the initial closing. Due to funding delays by the Investor and changes in the Investor’s offer, the Company’s Board of Directors (the “Board”), determined in March 2014, not to proceed with the contemplated transaction.

13

SILVER DRAGON RESOURCES INC.
(AN EXPLORATION STAGE COMPANY)
Notes to the Interim Condensed Consolidated Financial Statements
September 30, 2014 and 2013
(Unaudited)

9. Advance Credit Note, continued

On April 18, 2014, the Investor demanded that the Company refund $1,014,140 of the initial advances made to the Company in 2013 and asserted that the Company’s use of such advances was unauthorized. The Company disputed the Investor’s assertions. Subsequent to these assertions, on May 7, 2014, the Investor proposed to the Company the terms of a new transaction that would result in the prior advances being treated as a loan and the provision of additional loans to the Company, subject to a change in the Company’s board of directors and management. The Company did not accept the terms proposed.

On September 19, 2014, the Investor filed a complaint in the Court of the Chancery of the State of Delaware (the “Court”), to recover the $1,014,140. The Investor is seeking action for unjust enrichment, fraud and violations of the Delaware Uniform Fraudulent Transfer Act. The investor has also named Travellers International Inc. (“Travellers”), an Ontario company controlled by a director and chief executive officer of the Company and the director and chief executive officer of the Company. The Company has retained counsel in Delaware and has filed a Motion to Dismiss. Subsequently, the Court proposed a date of November 26, 2014 for the plaintiff to file his answering brief in response to this Motion to Dismiss and the Company to file its reply brief to the plaintiff’s answering brief, on or before December 12, 2014.

10. Promissory Note Payable

In 2008, a promissory note was signed with a vendor in the amount of $166,623 with a carried interest rate of 5% per month, unsecured, and no maturity date. During the nine-month period ended September 30, 2014, the Company incurred interest of $74,981 (2013 - $74,981).

11. Long-Term Debt

The Company has in place an agreement with Sino-Top, who will provide up to RMB1.0 million (approximately $163,000), repayable within two years from date of advance. The debt bears interest at the rate of 12% per annum and is unsecured. During the nine-month period ended September 30, 2014, the Company received a total of RMB400,000 (approximately $65,000) in two tranches of RMB200,000 (approximately $32,500), on July 24, 2014 and September 18, 2014, respectively. The funds are being used to fund the operations at the Company’s China office. Refer to note 17 (b), Subsequent Events, for details on a further advance of RMB200,000 (approximately $32,700).

12. Convertible Notes Payable

14

SILVER DRAGON RESOURCES INC.
(AN EXPLORATION STAGE COMPANY)
Notes to the Interim Condensed Consolidated Financial Statements
September 30, 2014 and 2013
(Unaudited)

12. Convertible Notes Payable, continued

15

SILVER DRAGON RESOURCES INC.
(AN EXPLORATION STAGE COMPANY)
Notes to the Interim Condensed Consolidated Financial Statements
September 30, 2014 and 2013
(Unaudited)

12. Convertible Notes Payable, continued

13. Related Party Transactions and Balances

During the nine-month period ended September 30, 2014, the Company incurred $243,000 (2013 - $243,000) in management fees paid to Travellers, an Ontario Company controlled by a director and officer of the Company, for services as chief executive officer and $48,000 (2013-$54,000) of accrued fees to a director for management services. As at September 30, 2014, unpaid remuneration in the amount of $27,000 (December 31, 2013-$nil) is included in accounts payable and $162,000 (December 31, 2013-$nil) is included in accrued liabilities in relation to the chief executive officer and unpaid remuneration of $138,000 (December 31, 2013-$102,000) in relation to a director for management services is included in accrued liabilities.

During the nine-month period ended September 30, 2014, the Company incurred $46,945 (2013-$54,947) in rent paid to a company controlled by a director and officer. Included in prepaid expenses is a rental deposit of $4,567 (December 31, 2013-$4,809). Also included under prepaid expenses as at September 30, 2014, is a prepayment for the chief executive officer’s services paid to Travellers of $nil (December 31, 2013-$30,510).

16

SILVER DRAGON RESOURCES INC.
(AN EXPLORATION STAGE COMPANY)
Notes to the Interim Condensed Consolidated Financial Statements
September 30, 2014 and 2013
(Unaudited)

13. Related Party Transactions and Balances, continued

These transactions were in the normal course of operations and have been recorded at the exchange amounts which the parties believe to be fair value.

14. Capital Stock

Common Stock

On May 27, 2014, 650,000 shares of the Company were cancelled, without the return of cash or property. In addition, during the nine-month period ended September 30, 2014, a total of 12,384,147 shares of the Company were issued on the conversion of notes.

Warrants

As at September 30, 2014, 2,225,000 warrants were outstanding, having an exercise price of $0.06 per share with an average remaining contractual life of 0.47 years.

15. Supplemental Cash Flow Information

For the nine-month period ended September 30, 2014, there were no cash payments for income taxes (2013-$nil) and no cash payments for interest expense (2013-$nil). In addition, the Company converted $136,585 of convertible notes payable into 12,384,147 common shares as disclosed under note 14.

16. Commitments and Contingencies

17

SILVER DRAGON RESOURCES INC.
(AN EXPLORATION STAGE COMPANY)
Notes to the Interim Condensed Consolidated Financial Statements
September 30, 2014 and 2013
(Unaudited)

16. Commitments and Contingencies, continued

17. Subsequent Events

18. Segmented Information

18

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-looking statements
Statements made in this Form 10-Q that are not historical or current facts are “forward-looking statements” made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 (“Exchange Act”), including statements regarding 2014 plans and objectives and statements regarding potential financing, dilution, change of control, bankruptcy and/or dissolution, or lack thereof, in the future. Forward-looking statements often can be identified by the use of terms such as “may,” “will,” “expect,” “believe,” “anticipate,” “estimate,” “approximate,” or “continue,” or the negative thereof. We intend that such forward-looking statements be subject to the safe harbor processes for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management’s best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected, including, without limitation, inadequate capital; uncertainty of financing; the risk that we will be subject to litigation or regulatory enforcement actions; the potential that we may be required to, or may elect to, file for bankruptcy and dissolve; and those further risks specified in our annual report on Form 10-K. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events, except as required by law.

Available information
We file annual, quarterly, current reports, proxy statements, and other information with the Securities Exchange Commission (“SEC”). You may read and copy documents that have been filed with the SEC at their Public Reference Room, 450 Fifth Street, N.W., Washington, D.C. You may obtain information on the operation of the Public Reference Room by calling the Commission at 1-800-SEC-0330. You can also obtain copies of our SEC filings by going to their website at www.sec.gov.

OVERVIEW
Our primary objective is to explore for silver minerals. Our secondary objective is to locate, evaluate, and acquire other mineral properties, and to finance our exploration through equity or debt financings, asset dispositions, joint ventures or option agreements (or any combination thereof), if and to the extent available.

CHINESE PROPERTIES
Overview

By virtue of our 20% equity interest in Sino-Top Resources & Technologies, Ltd. (“Sino-Top”), we currently have an interest in the following six silver poly-metallic exploration properties owned by Sino-Top, which properties are located in the Erbahuo Silver District in Northern China (Inner Mongolia): Dadi; Laopandao; Aobaotugonao; Shididonggou; Yuanlinzi; and Zhuanxinhu. Prior to July 5, 2012, we also had a 70% interest in Chifeng Silver Dragon Resources & Technologies, Ltd. (“Chifeng”), which owned the Erbahuo property, also located in the Erbahuo Silver District in Northern China (Inner Mongolia).

Sale of Interest in Chifeng

On May 28, 2012, the Company entered into a definitive agreement to sell its 70% interest in Chifeng, which then owned the Erbahuo silver mine located on the boundary of Wengniute County and Keshiketeng County, Inner Mongolia. The Company sold such interest to Deng Zuoping, a private Chinese investor, for RMB 7.4 million or approximately US$1,164,000, of which RMB1.0 million or approximately $157,000 was to be paid within three business days after signing the agreement, RMB5.0 million or approximately $787,000 was to be paid before July 15, 2012 and RMB1.4 million or approximately $220,000 was to be paid by November 1, 2012. On June 1, 2012, an initial deposit of RMB1.0 million or approximately $157,000 was received, of which $12,584 was contributed to Chifeng for expenses incurred until the date of the sale. Concurrently with such payment, we transferred to the purchaser title to our interest in Chifeng. Of the remaining payments, RMB5.0 million or approximately $791,000 was paid to the Company during the fourth quarter of 2012. During 2013, RMB900,000 or approximately $146,000 was paid. In addition, in the third quarter of 2013, RMB400,000 or $64,880 was added to the costs in connection with the Chifeng sale. As at December 31, 2013, RMB100,000 or approximately $16,500 remained outstanding. This balance was received on January 3, 2014. All amounts approximate the noon exchange rate on the date of the transactions, as reported by the Bank of Canada.

19

Status of Sino-Top Joint Venture Funding

At the recent Sino-Top board of directors meeting held on March 29, 2014, the 2014 budget was finalized. The total budget for 2014 is RMB171.0 million or approximately $27,907,000 and the Company's contribution is RMB76.0 million or approximately $12,403,000. Approximately 85% of the budget is dedicated to exploration activity. The Company's investment in Sino-Top would was diluted to 20% as a result of not having made a contribution of RMB50.0 million or $8,160,000 by April 8, 2014 (on April 1, the Company was granted an extension from April 8, 2014 until April 15, 2014) and a further contribution of RMB26.0 million or $4,243,000 by June 15, 2014, with no further required contributions. These are cumulative amounts and include past contributions which were not made by the Company. All amounts approximate the noon exchange rate as reported by the Bank of Canada on November 12, 2014.

The Company was not able to meet the deadlines and had been in discussions with Sino-Top and the private investor (the “Investor”) (noted below), to satisfactorily make its required contributions, but, without success.

On October 7, 2014, the Company announced that Sino-Top had signed an understanding with Shengda Mining Co., Ltd (“Shengda”) to be acquired subject to a third party evaluation and all other regulatory approvals and filings. Shengda is the majority shareholder of Sino-Top.

Potential Transaction with Investor

In 2013, the Company began to engage in discussions with the Investor regarding a potential transaction that, if completed, would have involved the Investor making a secured loan to the Company and taking over control of the management and board of directors of the Company. On November 29 and December 31, 2013, the Company received advances totaling $1,069,279 from the Investor; however, the parties did not resolve definitive agreements, nor did the Investor fund the remaining amounts initially anticipated to be required to complete the initial closing. Due to funding delays by the Investor and changes in the Investor’s offer, the Company’s Board of Directors (the “Board”), determined in March 2014 not to proceed with the contemplated transaction.

In this report, the “Investor” generally refers to Man Kwan Fong, an investor based in China; however, the Company believes that the Investor may be coordinating activities with one or more additional investors based in China, and therefore, the term Investor is intended to refer to each such person. In the negotiations with the Investor, one of the Investor’s representatives has been Chan King Yuet, who has filed a Schedule 13D/A disclosing that pursuant to a voting agreement she has shared voting power over 23,481,584 shares of our common stock, in addition to sole voting and dispositive power over 150,000 shares of our common stock.

The Investor and the Company had continued to engage in additional discussions regarding the potential for further financing of the Company in order to prevent dilution of the Company’s 40% interest in Sino-Top. On April 8, 2014, the Investor provided RMB1.0 million or approximately $162,900 to Sino-Top directly, without the prior request or consent of the Company. The treatment of these funds, which remain in Sino-Top’s account as of November 13, 2014, is uncertain. All amounts approximate the noon exchange rate on the date of the transaction as reported by the Bank of Canada.

On April 18, 2014, the Investor demanded that the Company refund $1,014,140 of the initial advances made to the Company in 2013 and asserted that the Company’s use of such advances was unauthorized. The Company disputed the Investor’s assertions. Subsequent to making these assertions, on May 7, 2014, the Investor proposed to the Company the terms of a new transaction that would result in the prior advances being treated as a loan, and the provision of additional loans to the Company, subject to a change in the Company’s board of directors and management. The Company did not accept the terms proposed.

On September 19, 2014, the Investor filed a complaint in the Court of the Chancery of the State of Delaware (the “Court”), to recover the $1,014,140. The Investor is seeking action for unjust enrichment, fraud and violations of the Delaware Uniform Fraudulent Transfer Act. The investor has also named Travellers International Inc. (“Travellers”), an Ontario company controlled by a director and chief executive officer of the Company and the director and chief executive officer of the Company. The Company retained counsel in Delaware and filed a Motion to Dismiss. Subsequently, the Court proposed a date of November 26, 2014 for the plaintiff to file his answering brief in response to this Motion to Dismiss and the Company to file its reply brief to the plaintiff’s answering brief, on or before December 12, 2014.

20

General Update on Operations

Of the six properties in which we have an indirect interest through Sino-Top, two are currently considered to be material to us: Dadi and Laopandao. We no longer consider Aobaotugounao to be material as a result of Sino-Top having determined, based on the results of work done to date, not to further invest in Aobaotugounao.

Five mineralized zones have been discovered at the Dadi property. Among them, mineralization zones I, II and IV are controlled by adits, transverse drifts, surface trenches, surface drill holes and underground drill holes intensively. The general features of the mineralization zones are as follows:

At present, tunneling and mine development projects are underway at Dadi, with approximately 2,008m of tunneling (including 1,706m adit and 302m ventilation shaft), and 897m³ of mine development (tunnel expansion and consolidation), completed year to date. The total length of the tunnels at Dadi has reached approximately 12 kilometers since tunneling commenced in 2009. In addition, the shaft above the main mining tunnel, with the temporary head frame completed, has progressed to 200m deep and inclined shaft inside adit No.IV has progressed to 110m in total. Mine design and equipment procurement are in progress. The mining license application is in progress, currently in the stage of environmental appraisal.

2014 Program and Capital Budget

At a meeting of the Sino-Top board, held on March 29, 2014, the 2014 exploration and work program was established, as follows:

Dadi Property

21

Laopandao Property

22

Aobaotugounao Property

Zhuanxinhu Property

Yuanlinzi Property

Shididonggou Property

Relocation and Reincorporation

No assurance can be provided that the foregoing plans and objectives will be achieved.

23

RESULTS OF OPERATIONS

Nine Months Ended September 30, 2014 Compared to Nine Months Ended September 30, 2013

Net sales were $nil for both nine-month periods ended September 30, 2014 and September 30, 2013, as there was no production at any of the properties.

The net loss for the nine-month period ended September 30, 2014 was $2,211,290 compared to $2,112,765 for the nine-month period ended September 30, 2013, an increase of $98,525 primarily as a result of a higher net loss on the Company’s equity investment of $121,011, increased interest expense on the convertible notes of $129,849, offset by reduced general and administrative expenses of $103,078.

General and administrative expenses decreased to $832,161 for the nine-month period ended September 30, 2014 from $935,239 for the nine-month period ended September 30, 2013, primarily as a result of reduced payroll related costs as a result of not employing full-time staff and a reduction in expenses related to the operation of the China location. The Company continues to use the services of part-time contractors to carry out accounting and administrative responsibilities.

Total other expenses increased by $201,603 to $1,379,129 for the nine-month period ended September 30, 2014 from $1,177,526 for the nine-month period ended September 30, 2013, primarily as a result of a higher net loss on the Company’s equity investment of $121,011, additional interest expense of $129,849 on the convertible notes, offset by the absence of the loss on sale of interest in mining property of $64,880, incurred in the prior period.

The net loss on equity investment increased by $121,011, as noted above, primarily due to the increase in exploration activity.

Three Months Ended September 30, 2014 Compared to Three Months Ended September 30, 2013

Net sales were $nil for both of the three-month periods ended September 30, 2014 and September 30, 2013, as there was no production at any of the properties.

The net loss for the three-month period ended September 30, 2014 was $524,821 compared to $724,668 for the three-month period ended September 30, 2013, a decrease of $199,847, primarily due to reduced interest expense of $102,964 on the convertible notes, the absence of the loss on sale of interest in mining property of $64,880 and a lower net loss on the equity investment of $132,164, offset by higher general and administrative expenses of $99,307.

General and administration expenses increased by $99,307 to $234,979 for the three-month period ended September 30, 2014 from $135,672 for the three-month period ended September 30, 2013, primarily as a result of higher professional fees, including legal and audit, and filing fees in connection with the Company becoming relisted. The Company continues to use the services of part-time contractors to carry out accounting and administrative responsibilities.

Total other expenses decreased by $299,154 to $289,842 in the three-month period ended September 30, 2014 from $588,996 in the three-month period ended September 30, 2013, primarily as a result of a lower interest expense on the convertible notes resulting from the conversion of certain notes in the amount of $102,964, the absence of the loss on sale of interest in mining property incurred in the prior period of $64,880 and a lower net loss on the Company’s equity investment of $132,164.

The net loss on equity investment decreased by $132,164, as noted above, primarily due to a reduction in exploration activity.

LIQUIDITY AND CAPITAL RESOURCES

Our primary cash requirements are for the exploration and acquisition of mining exploration properties, corporate and administrative costs and the payoff of our outstanding debt. At September 30, 2014, we had a working capital deficit of $6,585,546 (December 31, 2013-$5,622,503), cash on hand of $13,811 (December 31, 2013-$226,937) and current debt obligations in the amount of $6,662,700 (December 31, 2013-$5,961,246). To pay our debts and to fund any future operations, we require significant new funds, which we may not be able to obtain. As at September 30, 2014, in addition to the funds we require to liquidate our $6,662,700 in current debt obligations,, we estimate that we must raise approximately $1,200,000 million to fund capital requirements and general corporate and administrative costs for the next 12 months. See also above, “Status of Sino-Top Joint Venture Funding” and “Potential Transaction with Investor”. All amounts denominated in RMB’s are based on the noon exchange rate as reported by the Bank of Canada on November 12, 2014.

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We do not have sufficient funds to satisfy our current debt obligations. Should our creditors seek or demand payment, we do not have the resources to pay or satisfy any such claims. Thus, we face a risk of bankruptcy.

Our interim condensed consolidated financial statements have been presented on the basis that we are a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business and continued operations for the next twelve months.

At September 30, 2014, the Company had a working capital deficit of $6,662,700 (December 31, 2013 – $5,622,503), had not yet achieved profitable operations, incurred a net loss of $2,211,290 for the nine-month period ended September 30, 2014 (2013 – $2,112,765), had accumulated losses of $50,408,438 since its inception, and expects to incur further losses in the development of its business. These factors and those noted below, cast substantial doubt as to the Company’s ability to continue as a going concern, which is dependent upon its ability to obtain the necessary financing to repay liabilities when they come due, and in the long run dependent upon achieving profitable operations.

Management has been unable to secure additional financing to meet its cash requirements, including ongoing capital and funds to repay all or certain of its convertible debt holders. There is no assurance of additional funding in any form, being available or available on acceptable terms.

In March of 2014, the Company received extensions of its obligations to repay the convertible debt holders from a date of March 31, 2014 to June 30, 2014. In addition, the Company had in place forbearance agreements with its convertible debt holders. The Company was not able to repay the obligations owing to the convertible debt holders on or before the June 30, 2014 deadline and thus continues to be default. Management continues to have discussions with the convertible debt holders in efforts to establish new deadlines for repayment and/or have them convert some or all of their convertible notes. The convertible debt holders continue to have the option to convert all or a portion of their notes. At the current trading price, the Company does not have sufficient common stock to allow for a conversion of all the remaining outstanding convertible debt.

As management was unable to secure additional financing and/or extend the payoff date for its convertible debt holders, the Company may be forced to further dilute its equity investment or to ultimately file for bankruptcy. Since the dates to make the required contributions for the equity investment have elapsed, the Company’s interest has been diluted to 20%. On October 7, 2014, the Company announced that Sino-Top, its equity investment, had signed an understanding with Shengda Mining Co., Ltd. (“Shengda”), to be acquired subject to a third party evaluation and all other regulatory approvals and filings. As a result, there is no current effort made to raise additional financing for its equity investment.

In addition, although there had been discussions between the Company and the Investor, there was no resolution to the treatment of the $1,069,279 advance credit note received from the Investor. As noted above under “Potential Transaction with Investor”, a complaint has been filed by the Investor for a return of funds totaling $1,014,140, along with other damages being sought. The Company has retained counsel in Delaware and filed a Motion to Dismiss. Subsequently, dates for the plaintiff’s answering brief in response the Company’s Motion to Dismiss and the Company’s response to this brief, were proposed by the court.

Realization values may be substantially different from carrying values as shown. These interim condensed consolidated financial statements do not include any adjustments to reflect the future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result if the Company was unable to continue as a going concern.

As discussed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2013 (“2013 Form 10-K”), we are currently subject to deferral agreements with our four convertible note lenders. Such deferral agreements generally provided that, if we were able to pay an aggregate of $3,319,144 to the lenders by June 30, 2014, such payments would have constituted payment in full of any and all obligations due and owing under our outstanding convertible notes owed to these lenders. We are currently in default on our deferral agreements with our convertible note lenders as a result of not having repaid our notes on or before June 30, 2014. Management is currently in discussions with the convertible note lenders concerning additional deferrals and/or note conversions. The convertible note lenders continue to have the option of converting all or a portion of their convertible notes. In addition, one or more, may impose penalties. Between July 22, 2014 and August 20, 2014, one of our convertible note lenders, Asher Enterprises, Inc., converted their notes, with accrued interest, a total of $108,460, for 9,884,147 common shares of the Company. And, on August 18, 2014, one of our convertible note lenders, JMJ Financial, converted a portion of one of their notes in the amount of $28,125 for 2,500,000 common shares of the Company.

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At the current trading price, the Company does not have sufficient common stock to allow for a conversion of all the remaining outstanding convertible debt.

As discussed above under “Potential Transaction with Investor”, we have received advances of $1,069,279 from the Investor that has demanded the refund of $1,014,140 of such amount. In addition, on April 8, 2014, the Investor provided RMB1.0 million (approximately $162,900) directly to Sino-Top, without the prior request or consent of the Company. The treatment of these funds, which remained in Sino-Top’s account, is uncertain.

We do not have sufficient funds to satisfy the Investor’s demand for a refund. Thus, we face a risk of bankruptcy.

We are also party to the Travellers Facility with Travellers, a company controlled by the Company’s President, Chief Executive Officer and Principal Financial and Accounting Officer, Marc Hazout. Under the Travellers Facility, Travellers has made certain historical loans to or for the benefit of the Company and may in the future make further loans to or for the benefit of the Company. Such loans are unsecured, due on demand and non-interest bearing. As of the date of this filing, the net amount of loans outstanding under the Travellers Facility was CDN$195,000 or approximately $172,800 with CDN$10,000 or approximately $8,850 advanced on March 24, 2014, CDN$10,000 or approximately $8,850 advanced on May 1, 2014, CDN$75,000 or approximately $66,500 advanced on May 20, 2014, CDN$15,000 or approximately $13,300 advanced on July 2, 2014, $35,000 or approximately $31,000 advanced on August 1, 2014, CDN$29,000 or approximately $25,700 advanced on September 29, 2014, CDN$15,000 or approximately $13,300 advanced on October 1, 2014 and CDN$6,000 or approximately $5,300 advanced on October 22, 2014. All amounts approximate the noon exchange rate as reported by the Bank of Canada on November 12, 2014.

SIGNIFICANT ACCOUNTING POLICIES

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. These estimates are based on management's best knowledge of current events and actions we may undertake in the future. Significant areas requiring the use of estimates relate to mineral rights, equity investment, plant and equipment and stock-based compensation. Actual results could differ from these and other estimates. These estimates are reviewed periodically and as adjustments become necessary, they are reported in earnings in the respective period.

We have identified below certain accounting policies that we believe are most important for the portrayal of our current financial condition and results of operations. Our significant accounting policies are disclosed in Note 3 to the Consolidated Financial Statements included in our 2013 Form 10-K.

Mineral Rights

We record our interest in mineral rights at cost. Exploration costs are expensed. Costs associated with acquisition and development of mineral reserves, including directly related overhead costs, are capitalized and are subject to ceiling tests to ensure the carrying value does not exceed the fair value.

Investments in unproved properties and major exploration projects are not amortized until proved reserves associated with the projects can be determined or until impairment occurs. If the results of an assessment indicate that the properties are impaired, the capitalized cost of the property will be added to the costs to be amortized. We presently have no proven reserves. Where estimates of future net cash flows are not available and where other conditions suggest impairment, management assesses whether the carrying values can be recovered. If the carrying values exceed estimated recoverable values, then the costs are written-down to fair values with the write-down expensed in the period.

Equity Investment

Equity investments are entities over which we exercise significant influence but do not exercise control. These are accounted for using the equity method of accounting and are initially recognized at cost net of any accumulated impairment loss. Our share of these entities’ profits or losses after acquisition of our interest is recognized in the statement of operations and cumulative post-acquisition movements are adjusted against the carrying amount of the investment. When our share of losses on these investments equals or exceeds the carrying amount of the investment, we only recognize further losses where we have incurred obligations or made payments on behalf of the affiliate.

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OFF BALANCE-SHEET ARRANGEMENTS

We do not have any off-balance sheet arrangements or contractual obligations that have had or are reasonably likely to have a material current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that have not been disclosed in our financial statements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of disclosure controls and procedures

Under the supervision and with the participation of our senior management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act as of the end of the period covered by this report (the “Evaluation Date”). Based on this evaluation, Marc Hazout, our chief executive officer and principal financial officer, concluded as of the Evaluation Date, that such disclosure controls and procedures were not effective as of the Evaluation Date. Such conclusions were based on our missing a Form 8-K during the prior year’s fourth quarter and certain other filings being made late or with errors, earlier in the prior year.

Changes in internal controls

There were no changes to the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during our third fiscal quarter ended September 30, 2014 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II: OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

On September 19, 2014, the Investor filed a complaint in the Court of the Chancery of the State of Delaware (the “Court”), to recover the $1,014,140. The Investor is seeking action for unjust enrichment, fraud and violations of the Delaware Uniform Fraudulent Transfer Act. The investor has also named Travellers and the director and chief executive officer of the Company. The Company retained counsel in Delaware and filed a Motion to Dismiss. Subsequently, the Court proposed a date of November 26, 2014 for the plaintiff to file his answering brief in response to this Motion to Dismiss and the Company to file its reply brief to the plaintiff’s answering brief, on or before December 12, 2014.

None.

ITEM 1A. RISK FACTORS

There have been no material changes to the risk factors set forth in our 2013 Form 10-K.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

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ITEM 3. DEFAULTS UPON SENIOR SECURITIES

We have defaulted under the terms of some or all of our convertible financing arrangements, as disclosed under the heading “Liquidity and Capital Resources” in our 2013 Form 10-K, which discussion is incorporated herein by reference.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

Not applicable.

ITEM 6. Exhibits

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

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