UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

FORM 10-Q

(Mark One)

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

For the Quarterly Period Ended ~~June~~September 30, 2011

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

Commission File Number: 000-053334

RESOURCE HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Nevada		26-2809162
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

11753 Willard Avenue

Tustin, CA. 92782

(Address of principal executive offices)

(714) 832-3249

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

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 such shorter period that the Registrant was required to file such report(s)), 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 Data 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. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ¨

Accelerated filer ¨

Non-accelerated filer ¨

Smaller reporting

company x

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ¨ No x

There were 2835,~~425~~113,~~947~~670 shares of common stock, $0.001 par value, issued and outstanding as of ~~August~~November 1711, 2011.

RESOURCE HOLDINGS, INC.

(A Development Stage Company)

FORM 10-Q

QUARTER ENDED ~~JUNE~~SEPTEMBER 30, 2011

TABLE OF CONTENTS

	Page
PART I-FINANCIAL INFORMATION
Item 1. Financial Statements	1
Consolidated Balance Sheets (unaudited) as of June 30, 2011 and December 31, 2010	1
Consolidated Balance Sheets as of September 30, 2011 (unaudited) and December 31, 2010	1
Consolidated Statements of Operations (unaudited) for the Three and Six Months Ended June 30, 2011 and 2010 and from the date of bankruptcy settlement to June 30, 2011 (unaudited)	2
Consolidated Statements of Operations (unaudited) for the Three and Nine Months Ended September 30, 2011 and 2010 and from the date of bankruptcy settlement to September 30, 2011 (unaudited)	2
Consolidated Statements of Changes in Stockholders’ Equity (Deficit) From the date of bankruptcy settlement to June 30, 2011 (unaudited)	3
Consolidated Statements of Changes in Stockholders’ Equity (Deficit) from the date of bankruptcy settlement to September 30, 2011 (unaudited)	3
Consolidated Statements of Cash Flows (unaudited) for the Six Months Ended June 30, 2011and 2010 and from date of bankruptcy settlement to June 30, 2011	4
Consolidated Statements of Cash Flows (unaudited) for the Nine Months Ended September 30, 2011and 2010 and from the date of bankruptcy settlement to September 30, 2011	4
Notes to Consolidated Financial Statements (unaudited)	5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	1214
Item 3. Quantitative and Qualitative Disclosures About Market Risk	13
Item 4. Controls and Procedures	14
Item 4. Controls and Procedures	13
PART II - OTHER INFORMATION
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	1415
Item 5. Other Information	14
Item 6. Exhibits	16
Item 6. Exhibits	15
Signatures	16

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

RESOURCE HOLDINGS, INC. and SUBSIDIARY

(A Development Stage Company)

CONSOLIDATED BALANCE SHEETS

	June 30,			December 31,
	September 30,			December 31,
	2011			2010
	(Unaudited)
ASSETS
Current Assets
Cash	$	826,~~383~~791		$	14,707
Prepaid Expenses		721,~~400~~200			-
Total Current Assets	$	80,783		$	14,707
Debt Offering Costs		305,000			-
Total Current Assets	$	332,991		$	14,707
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts payable and accrued expenses	$	~~647~~749,~~879~~669		$	279,488
Accrued liabilities – related party		~~128~~159,~~379~~051			107,681
Notes payable – related party		1,~~162~~525,~~500~~000			687,500
Total Current Liabilities		12,~~938~~433,~~758~~720			1,074,669
Stockholders' Deficit
Common stock - $0.001 par value; 100,000,000 shares authorized; 25,982,818 and 24,498,441 shares issued and outstanding		25,983			24,498
Common stock - $0.001 par value; 100,000,000 shares authorized; 28,841,571 and 24,498,441 shares issued and outstanding		28,842			24,498
Additional paid-in-capital		1,~~111~~526,~~944~~135			715,292
Deficit accumulated during the development stage		(23,~~995~~655,~~902~~706	)		(1,799,752	)
Total Stockholders' Deficit		(12,~~857~~100,~~975~~729	)		(1,059,962	)
Total Liabilities and Stockholders' Deficit	$	80332,~~783~~991		$	14,707

RESOURCE HOLDINGS, INC. and SUBSIDARY

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE AND ~~SIX~~NINE MONTHS ENDED ~~JUNE~~SEPTEMBER 30, 2011 AND 2010 AND THE ~~PERIOD FROM~~

~~THE~~PERIOD ~~DATE OF BANCRUPTCY SETTLEMENT TO JUNE 30, 2011~~FROM

THE DATE OF BANKRUPTCY SETTLEMENT TO SEPTEMBER 30, 2011

(UNAUDITED)

	For the Three Months Ended June 30						For the Six Months Ended June 30
	For the Three Months Ended September 30						For the Nine Months Ended September 30						Period from August 1, 2007 (date of bankruptcy settlement) through September 30,
	2011			2010			2011			2010			~~Period from August 1, 2007 (date of bankruptcy settlement) through June 30,~~ 2011
	(Unaudited)			(Restated)			(Unaudited)			(Restated)			(Unaudited)
Revenues	$	-		$	-		$	-		$	-		$	-
Expenses:
General and Administrative expenses		733,009			152,901			1,007,014			413,731			2,538,741
General and Administrative Expenses		661,006			496,343			1,668,021			910,074			3,199,748
Operating Loss		(~~733~~661,~~009~~006	)		(~~152~~496,~~901~~343	)		(1,~~007~~668,~~014~~021	)		(~~413~~910,~~731~~074	)		(23,~~538~~199,~~741~~748	)
Other Income (Expense)
Interest Expense		(~~112~~298,~~817~~797	)		(4280,~~329~~033	)		(~~189~~487,~~136~~933	)		(~~154~~234,~~580~~613	)		(~~448~~746,~~161~~958	)
Impairment of Goodwill From Acquisition of Trans Global Operations, Inc.		-			-			-			-			(9,000	)
Loss before Provision for Income Taxes		(845,826	)		(195,230	)		(1,196,150	)		(568,311	)		(2,995,902	)
Gain on Extinguishment of Debt		300,000			-			300,000			-			300,000
Loss before Provision for Income Taxes		(659,803	)		(576,376	)		(1,855,954	)		(1,144,687	)		(3,655,706	)
Provision for Income Taxes		-			-			-			-			-
Net Loss	$	(~~845~~659,~~826~~803	)	$	(~~195~~576,~~230~~376	)	$	(1~~.196~~,~~150~~855,954	)	$	(~~568~~1,~~311~~144,687	)	$	(23,~~995~~655,~~902~~706	)
Basic and Diluted Net Loss Per Share:	$	(0.03	)	$	(0.0102	)	$	(0.0507	)	$	(0.0305	)
Basic and Diluted Weighted Average Common Shares Outstanding		2527,~~849~~871,~~548~~571			2223,~~600~~810,~~177~~687			2526,~~177~~085,~~180~~182			22,600,177

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

RESOURCE HOLDINGS, INC and SUBSIDARY

(A Development Stage Company)

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

Period August 1, 2007 (date of Bankruptcy settlement) through ~~June~~September 30, 2011

	Common Stock						Additional paid-in capital			Deficit accumulated during the development Stage
	Shares			Amount									Total
Stock issued pursuant to plan of reorganization at bankruptcy settlement date on August 1, 2007		500,004		$	500		$	500		$	-		$	1,000
Net loss		-			-			-			-			-
Balance December 31,2007		500,004			500			500			-			1,000
Net loss		-			-			-			(11,977	)		(11,977	)
Balance December 31, 2008		500,004			500			500			(11,977	)		(10,977	)
Stock issued in share exchange agreement with Trans Global operations, Inc on August 10, 2009		4,500,000			4,500			4,500			-			9,000
Sale of common stock for cash on November 5, 2009		20,000,000			20,000			-			-			20,000
Common stock surrender by former controlling stockholder on November 5, 2009		(3,000,000	)		(3,000	)		(3,000	)		-			(6,000	)
Working capital loan forgiven by stockholder		-			-			39,132			-			39,132
Capital contribution by stockholder (restated)		-			-			56,125			-			56,125
Net loss (restated)		-			-			-			(440,199	)		(440,199	)
Balance December 31, 2009 (restated)		22,000,004			22,000			97,257			(452,176	)		(332,919	)
Shares issued with notes payable March 2010		1,093,750			1,094			108,281			-			109,375
Shares issued for services March 2010		350,000			350			34,650			-			35,000
Shares cancelled March 2010		(250,000	)		(250	)		-			-			(250	)
Shares issued with notes payable April 2010		312,500			312			30,938			-			31,250
Shares issued with notes payable July 2010		156,250			156			15,469			-			15,625
Shares issued for services July 2010		250,000			250			24,750			-			25,000
Shares issued with notes payable August 2010		156,250			156			15,469			-			15,625
Shares issued with notes payable September 2010		351,562			352			34,804			-			35,156
Shares issued with notes payable December 2010		78,125			78			7,735			-			7,813
Expenses paid by stockholder		-			-			293,124			-			293,124
Option expense		-			-			52,815						52,815
Net loss		-			-			-			(1,347,576	)		(1,347,576	)
Balance December 31, 2010		24,498,441		$	24,498		$	715,292		$	(1,799,752	)	$	(1,059,962	)
Shares issued with notes payable January 2011 (unaudited)		78,125			78			7,734			-			7,813
Shares issued with notes payable February 2011 (unaudited)		312,500			313			30,938			-			31,250
Shares issued with notes payable March 2011 (unaudited)		195,313			195			19,336			-			19,531
Shares issued with notes payable April 2011 (unaudited)		390,626			391			38,672			-			39,063
Shares issued with notes payable May 2011 (unaudited)		507,813			508			50,273			-			50,781
Expenses paid by stockholder (unaudited)		-			-			131,230			-			131,230
Shares issued with notes payable July 2011 (unaudited)		1,308,595			1,309			129,551			-			130,860
Option expenses (unaudited)		-			-			118,469			-			118,469
Shares issued with notes payable August 2011 (unaudited)		1,230,469			1,230			121,816			-			123,046
Net loss (unaudited)		-			-			-			(1,196,150	)		(1,196,150	)
Shares issued for compensation August 2011 (unaudited)		177,500			178			17,573			-			17,751
Balance June 30, 2011 (unaudited)		25,982,818		$	25,983		$	1,111,944		$	(2,995,902	)	$	(1,857,975	)
Shares issued with notes payable September 2011 (unaudited)		117,189			117			11,602			-			11,719
Shares issued for compensation September 2011 (unaudited)		25,000			25			2,475			-			2,500
Expenses paid by stockholder (unaudited)		-			-			151,731			-			151,731
Option expenses (unaudited)		-			-			229,142			-			229,142
Net loss (unaudited)		-			-			-			(1,855,954	)		(1,855,954	)
Balance September 30, 2011 (unaudited)		28,841,571		$	28,842		$	1,526,135		$	(3,655,706	)	$	(2,100,729	)

RESOURCE HOLDINGS, INC. and SUBSIDIARY

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE ~~SIX~~NINE MONTHS ENDED ~~JUNE~~SEPTEMBER 30, 2011 AND 2010

AND THE PERIOD FROM DATE OF BANKRUPTCY SETTLEMENT TO ~~JUNE~~SEPTEMBER 30, 2011

(UNAUDITED)

	Six Months Ended June 30,						Period from August 1, 2007 (date of bankruptcy settlement) through June 30,
	Nine Months Ended September 30,						Period from August 1, 2007 (date of bankruptcy settlement) through September 30,
	2011			2010			2011
	(Unaudited)			(Restated)
Cash Flows from Operating Activities:
Net Loss	$	(1,~~196~~855,~~150~~954	)	$	(~~568~~1,~~311~~144,687	)	$	(23,~~995~~655,~~902~~706	)
Adjustments to reconcile Net Loss to Net Cash used in Operating Activities:
Expenses paid by stockholder		~~131~~151,~~230~~731			67293,~~146~~125			~~480~~500,~~480~~980
Stock option expense		~~118~~229,~~469~~142			928,~~281~~065			~~171~~281,~~284~~957
Fair value of shares issued for compensation		-20,251			3560,000			6080,~~000~~251
Fair value of shares issued with notes payable		~~148~~414,~~438~~063			~~140~~207,~~625~~031			~~363~~628,~~282~~907
Impairment of goodwill from acquisition of Trans Global Operations, Inc.		-			-			9,000
Cancellation of shares		-			(250)	)		(250	)
Changes in Operating Assets and Liabilities:
Prepaid expenses		(21,~~400)~~200	)		-			(21,~~400)~~200	)
Deferred offering costs		-			23,775			-
Accounts payable and accrued expenses		~~368~~370,~~390~~181			82147,~~380~~460			~~647~~649,~~878~~669
Accrued liabilities – related party		2051,~~699~~370			3165,~~455~~082			~~128~~159,~~379~~051
Contract payable to shareholder		-			(250,000	)		-
Net Cash Used in Operating Activities		(~~411~~620,~~324~~416	)		(~~428~~570,~~899~~399	)		(1,~~138~~347,~~249~~341	)
Cash Flows from Investing Activities:		-			-			-
Cash Flows from Financing Activities:
Cash proceeds from issuance of notes payable		~~475~~837,~~000~~500			~~450~~662,~~000~~500			1,~~162~~525,~~500~~000
Prepaid debt offering costs		(70205,000)	)		-			(70205,000)	)
Cash funded from bankruptcy trust		-			-			1,000
Cash repaid to former stockholder		-			-			(20,000	)
Cash advanced by former stockholder		-			-			53,132
Proceeds from sale of common stock		-			-			20,000
Net Cash Provided by Financing Activities:		~~405~~632,~~000~~500			~~450~~662,~~000~~500			1,~~146~~374,~~632~~132
Net Increase(Decrease) in Cash		(612,~~324)~~084			2192,101			826,~~383~~791
Cash, Beginning of Period		14,707			-			-
Cash, End of Period	$	826,~~383~~791		$	2192,101		$	826,~~383~~791
Non – Cash Items:
None
Accrued debt offering costs	$	100,000		$	-		$	100,000

Resource Holdings, Inc. and ~~subsidiary~~Subsidiary

(A Development Stage Company)

Notes to Consolidated Financial Statements

~~June~~September 30, 2011

Note 1 – Description of Business and Summary of Significant Accounting Policies

Description of Business

At September 30, 2011, Resource Holdings, Inc. and its majority-owned subsidiary (collectively, the “Company”) is was ~~currently~~ a development stage company without significant assets or activity. However, the Company plans to engage in the business of providing mining equipment and working capital to small-to-medium sized gold mining operations, and subsequent to September 30, 2011 entered into its first transaction. As of October 6, 2011, the Company completed its steps required to exit the development stage (See Note-9 Subsequent Events).

The Company’s management has analyzed several small-to-medium sized gold mining operations in the Mato Grosso region of Brazil and has determined that the majority of such mining operations are utilizing equipment that is based on 30-40 year old technology and on average recovers less than 35% of the gold in the ore being processed. In most cases, these mining operations are under-capitalized and have neither the technical backgrounds nor the financial capacity to expand their current operations. Management believes there is an opportunity to provide these mining operations with modern, advanced recovery and reprocessing equipment that can increase their production by approximately 50% to 150%. Management believes that providing these mining companies with updated equipment and financing will enable such companies to produce gold at a more rapid pace. In exchange for providing capital for, or for leasing, the mining equipment and for providing working capital, management of the Company anticipates receiving fees and interest on financing loans equal to a percentage of the profits generated from athe mining ~~operation’s increased gold production as part of its arrangement with such company~~operations.

Historical Organization

The Company was organized on May 1, 2008 as a Nevada corporation to effect the bankruptcy court’s ordered reincorporation of Senior Management Services of El Paso Coronado, Inc. (Predecessor Company), a Texas corporation, mandated by the plan of reorganization discussed below.

On August 10, 2009, the Company entered into a Share Exchange Agreement (the “Share Exchange Agreement”), with Trans Global Operations, Inc., a Delaware corporation (“TGO”), and all of the shareholders of TGO. Pursuant to the Share Exchange Agreement, the stockholders of TGO transferred 100% of the issued and outstanding shares of the capital stock of TGO in exchange for 4,500,000 newly-issued shares of the Company’s common stock that, in the aggregate, constituted approximately 90% of the Company’s issued and outstanding capital stock on a fully-diluted basis as of and immediately after the consummation of such exchange.

On November 5, 2009, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Michael Campbell whereby Mr. Campbell purchased from the Company an aggregate of 20,000,000 shares of restricted, unregistered common stock. Additionally, on the same date, the Company entered into a Contribution Agreement between the Company, Mr. Campbell and Gerard Pascale, the Company’s then-current sole officer, director and controlling shareholder, pursuant to which Mr. Pascale surrendered 3,000,000 shares of the common stock then owned by him to the Company at no cost to the Company to induce Mr. Campbell to enter into the Purchase Agreement.

On October 9, 2010, the Company formed a majority-owned subsidiary, RHI Mineracao Ltda. (formerly knows as Mineral Parceiros EM Mineracao Ltda.) (“RM”). RM is a Brazilian limited company formed for the Company’s operations in Brazil. The Company owns 99.9% of RM and the Company’s majority stockholder owns the remaining 0.1%. RM currently has no operating activity.

Unaudited Interim Financial Statements

The accompanying interim consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial information and the instructions to Rule 8-01 of Regulation S-X, and should be read in conjunction with the consolidated financial statements and related notes of the Company filed in its 2010 Annual Report on Form 10-K. The financial statements as of ~~June~~September 30, 2011 and for the ~~six~~nine months ended ~~June~~September 30, 2011 and 2010 presented in this Quarterly Report on Form 10-Q are unaudited; however, in the opinion of management such financial statements reflect all adjustments, consisting solely of normal recurring adjustments, necessary for a fair presentation of the results for the periods presented. The results of operations for the periods presented are not necessarily indicative of the results that might be expected for future interim periods or for the full year.

Liquidity and Capital Resources

The Company’s accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business for the twelve month period following the date of these consolidated financial statements. The Company’s continued existence is dependent upon its ability to ~~effect~~affect its business plan and generate sufficient cash flows from operations to support its daily operations, as well as to provide sufficient resources to retire existing liabilities and obligations on a timely basis. The Company anticipates ~~offering~~affecting future sales of debt or equity securities to execute its plans to fund expansion of additional gold mines. However, there is no assurance that the Company will be able to obtain additional funding through the sales of additional debt or equity securities or that such funding, if available, will be obtained on terms favorable to or affordable by the Company.

Further, the Company faces considerable risk in its business plan and a potential shortfall of funding due to the Company’s inability to raise capital in the debt and equity securities market. If no additional ~~operating~~ capital is ~~received~~raised, the Company will rely solely on interest payments generated by the Reginaldo mine for its (See Note 9 Subsequent Events) operating capital during the next twelve months, and if this is not sufficient, the Company will be forced to rely on existing cash in the bank and ~~additional~~or ~~funds~~to ~~loaned~~scale byback ~~management~~operations ~~and/~~until such time that it generates more revenues or ~~significant~~raises ~~stockholders~~additional capital, which raises substantial doubt about the Company’s ability to continue as a going concern.

~~The~~In ~~Company~~such ~~believes~~a itrestricted iscash flow scenario, the ~~intent~~Company ofwould ~~management~~be unable to complete its business plan steps, and ~~significant~~would, ~~stockholders~~instead, todelay ~~provide~~all ~~sufficient~~cash ~~working~~intensive ~~capital~~activities. Without necessary cash flow, the Company may have to ~~support~~scale back operations and ~~preserve~~expansion plans during the ~~integrity~~next oftwelve months, or until such time as necessary funds can be raised in the ~~corporate~~equity ~~entity~~securities market. However, nothe ~~formal~~Company ~~commitments~~believes orthat ~~arrangements~~the tointerest ~~advance~~payments orthat ~~loan~~will ~~funds~~be generated from its loan to the ~~Company~~Reginaldo ormine will generate sufficient working capital necessary to ~~repay~~support ~~any~~and preserve the integrity of the corporate entity until such ~~advances~~time orthat ~~loans~~additional ~~exist~~capital can be raised to continue executing its business plan.

InWhile ~~such~~the aCompany ~~restricted~~is ~~cash~~of ~~flow~~the ~~scenario,~~opinion that good faith estimates of the Company’s ~~would~~ability beto ~~unable~~secure additional capital in the future to ~~complete~~reach its ~~business~~goals ~~plan~~have ~~steps~~been made, ~~and~~there ~~would,~~is ~~instead,~~no ~~delay~~guarantee ~~all~~that ~~cash~~the ~~intensive~~Company ~~activities. Without~~will ~~necessary~~generate ~~cash~~sufficient ~~flow,~~revenues ~~the~~to ~~Company~~sustain ~~may~~operations ~~become~~or ~~dormant~~receive ~~during~~additional ~~the~~funding to ~~next~~implement ~~twelve~~its ~~months,~~business orplan. The ~~until~~accompanying ~~such~~consolidated ~~time~~financial asstatements ~~necessary~~do ~~funds~~not ~~can~~include beany ~~raised~~adjustments inthat may result from the ~~equity~~outcome ~~securities~~of ~~market~~this uncertainty.

While the Company is of the opinion that good faith estimates of the Company’s ability to secure additional capital in the future to reach its goals have been made, there is no guarantee that the Company will receive sufficient funding to sustain operations or implement its business plan. The accompanying consolidated financial statements do not include any adjustments that may result from the outcome of this uncertainty.

Recently Issued Accounting Pronouncements

There were no new accounting pronouncements issued subsequent to the filing of the Company’s Annual Report on Form 10-K for the year ended December 31, 2010 that are expected to have a material impact on the Company’s unaudited condensed consolidated financial statements.

Note 2 - Proposed Initial Operating Transaction

In connection with the commencement of the Company’s business plan, on April 4, 2011, the Company, through RM, entered into an Equipment Lease Agreement ( the “Lease Agreement”) and a Loan Agreement, as amended on May 13, 2011, further amended on June 23, 2011 and restated on August 4, 2011, see Note 8, Subsequent Events ( the “Loan Agreement”), and collectively with the Lease Agreement, the “Financing Agreements”) with Reginaldo Luiz De Almeida Ferreira-ME (the “Mine Operator”).

~~Pursuant~~Note to2 – ~~the~~Proposed ~~Loan~~Initial ~~Agreement,~~Operating RM committed to lend to the Mine Operator approximately $8,631,000, of which $353,000 of the proceeds is to be used by the Lessee for the construction of a new ore processing plant, $778,000 is to be used for working capital and the remaining $7,500,000 for the Mine Operator’s benefit.Transaction

~~Pursuant~~In toconnection with the commencement of the Company’s business plan, on April 4, 2011, the Company, through RM, entered into an Equipment Lease Agreement and a Loan Agreement, as amended on May 13, 2011, further amended on June 23, 2011, restated on August 4, 2011, and terminated by a Termination Agreement dated September 21, 2011 and superseded by the ~~payments~~“Brazilian ~~were~~Loan toAgreement” beon ~~disbursed~~September as21, ~~follows:~~2011. See Note 9, Subsequent Events.

·In connection with the Senior Secured Note Agreement (Note 9 - Subsequent Events), the company incurred $4305,~~131,~~000 onof orthe ~~before~~direct ~~July~~costs 15associated with the transaction. The costs will be expensed, ~~2011;~~using the effective interest method, over the expected life of the note.

·Note ~~$2,500,000~~3 – ~~within~~Debt ~~six~~Offering ~~months of the execution of the Loan Agreement; and~~Costs

	·	$2,000,000 within twelve months of the execution of the Loan Agreement.
	·	a late fee of $300,000, which is being paid to extend the loan agreement an additional thirty (30) days past the date due of June 15, 2011 and will be paid at the same time that the first installment above is made.

In connection with the Senior Secured Note Agreement (Note 9- Subsequent Events), the Company incurred $305,000 of direct cost associate with the transaction. The cost will be expensed, using the effective interest method, over the expected life of the note.

~~The~~Note ~~loan~~4 ~~will~~– beNotes for a term of ten years, unless otherwise terminated in accordance with its terms. Pursuant to the Loan Agreement, on the earlier of the date that the Mine Operator commences production of ore or 90 days after the funds are initially disbursed, the Mine Operator shall begin making monthly interest payments equal to 20% of the net income from ore production from certain specified properties. The principal balance of the loan is due at maturity.Payable

~~Pursuant~~During to the ~~Lease~~nine ~~Agreement~~months ended September 30, RM2011, ~~agreed~~the toCompany ~~lease~~offered ~~certain~~in ~~specified~~a ~~pieces~~private placement units (the “Investment Units”) consisting of ~~mining~~10% ~~equipment~~promissory ~~valued~~notes atin ~~approximately~~the principal amount of $550,~~370,~~000 toand ~~the~~156,250 ~~Mine~~shares ~~Operator~~of common stock for a ~~term~~purchase price of ~~ten~~$50,000 ~~years~~per Investment Unit. ~~The~~During ~~lease~~the ~~term~~nine ~~will~~months beended ~~automatically~~September ~~extended~~30, ~~for~~2011, ~~one~~the ~~year~~Company ~~unless~~sold ~~either~~an ofadditional ~~the~~$837,500 ~~parties~~of ~~provides~~Investment 90Units ~~days~~and ~~written~~issued ~~notice~~an aggregate of ~~its~~4,140,630 ~~intention~~shares ~~not~~of ~~to extend~~ the ~~term. Under~~Company’s ~~the~~common ~~Lease Agreement~~stock, ~~the~~at ~~Mine~~a ~~Operator~~total isfair ~~obligated~~value toof ~~make~~$414,063 ~~monthly~~(fair ~~lease~~value ~~payments~~was ~~equal~~determined to ~~30%~~be of$0.10 per share, based on the ~~net~~market ~~income~~price ~~from~~for ~~ore~~the ~~production~~Company’s ~~from~~common ~~certain~~stock ~~specified~~at ~~properties~~such time).

~~Pursuant~~On toJune ~~the~~1, ~~Financing Agreements~~2011, ~~the~~all ~~obligations~~ of the ~~Mine~~outstanding ~~Operator~~promissory ~~will~~notes bewere ~~secured~~amended byas ~~certain~~to ~~ore~~their ~~deposits~~maturity ~~and~~dates. ~~50%~~Each ofnote ~~the~~matures ~~net~~(A) ~~income~~as ~~from~~to ~~ore~~50% ~~production~~of ~~during~~ the ~~term~~principal ofamount on the ~~agreements.~~earlier Inof ~~addition,~~(i) at the ~~end~~date ofon which the ~~second~~Company ~~year~~consummates ofone ~~the~~or ~~term~~more offerings of ~~the~~debt ~~respective~~or ~~agreements,~~equity ~~provided~~securities ~~the~~with ~~Mine~~aggregate ~~Operator~~net ~~has~~proceeds ~~satisfied~~to ~~certain~~the ~~audit~~Company ~~and~~of ~~financial~~at ~~conditions~~least $10,000,000, RMor ~~has~~(ii) ~~committed~~August to31, ~~cancelling~~2011 (the ~~loan~~earlier ~~and~~of ~~contributing~~(i) ~~the~~or ~~leased~~(ii), ~~equipment~~the to“Initial aPrincipal ~~new~~Payment ~~company~~Date”) toand be(B) ~~formed~~as ~~with~~to the ~~Mine~~remaining ~~Operator~~principal inamount, ~~exchange~~together ~~for~~with aall ~~50%~~accrued interest inat the ~~net~~rate ~~income~~of ~~from~~10% per annum, on the ~~ore~~six ~~produced~~month onanniversary of the ~~specified~~Initial ~~properties~~Principal Payment Date.

In ~~addition~~October 2011, the ~~Financing~~Company ~~Agreements~~repaid ~~provide that RM is subject to penalty payments in~~ an ~~amount~~aggregate ~~equal~~of to$725,000, ~~20%~~ of the ~~disbursement~~principal amount, ~~in the case~~ of the ~~Loan Agreement~~notes, orwhich 20represented 50% of the ~~prior~~aggregate ~~month’s~~principal ~~lease~~amount ~~payment, in the case~~ of the ~~Lease~~outstanding ~~Agreement,~~notes ~~for~~at ~~failure~~that ~~to perform its obligations under the respective agreements~~time.

~~The~~Note ~~Company’s~~5 ~~ability~~– toStock perform its obligations under the Financing Agreements is dependent upon its ability to obtain sufficient debt or equity financing in a timely manner and in an amount sufficient to enable the Company to meet its contractual obligations. There can be no assurances that the Company will be able to obtain such funding when needed, or that such funding, if available, will be obtainable on terms acceptable to the Company.Options

~~Note~~On 3February –25, ~~Notes~~2011, ~~Payable~~the Company amended a consulting agreement to change the grant of stock options from 750,000 shares to 2,000,000 shares exercisable at $0.001 per share.

~~During~~In ~~the~~August ~~six months ended June 30,~~ 2011, the Company ~~offered~~issued into aits ~~private~~Chief ~~placement~~Executive ~~units~~Officer ~~(the~~an ~~“Investment~~option ~~Units”)~~to ~~consisting of 10% promissory notes in the principal amount of $50,000 and 156,250 shares of common stock for a~~ purchase ~~price of $50~~2,~~000 per Investment Unit. At June 30~~500, ~~2011, the Company had sold an additional $475,~~000 ~~of Investment Units and issued an aggregate of 1,484,377~~ shares of the Company’s common stock, at ~~a total fair value of~~ $~~148,438 (fair value was determined to be $~~0.10 per share,. ~~based~~The onoptions ~~the~~vest ~~current~~over ~~market~~a ~~price~~six ~~for~~month ~~the~~period ~~Company’s~~and ~~common~~expire ~~stock~~in atfive ~~such time)~~years.

In September 2011, the Company issued to its Vice President of Mining Operations an option to purchase 250,000 shares of the Company’s common stock at $0.10 per share. Of such options, options to purchase 125,000 shares vest at the end of the first year and options to purchase the remaining 125,000 shares vest at the end of the second year.

The stock option expense for the nine months ended September 30, 2011 and 2010 was approximately $214,000, and $28,000, respectively. The stock option expense for the three months ended September 30, 2011 and 2010 was approximately $111,000 and $19,000, respectively.

Note 6 – Stockholders’ equity

During the nine months ended September 30, 2011, the majority stockholder of the Company transferred from his personal holdings 1,517,313 shares of the Company’s common stock to consultants who performed services for the Company. The shares had a total fair value of approximately $152,000 (fair value was determined to be $0.10 per share, based on the market price for the Company’s common stock at such time). The fair value of approximately $152,000 was deemed to be a capital contribution by the stockholder and recorded as an expense for the services provided to the Company.

Note 7 – Commitments and Contingencies

In June 2011, the Company entered into an operating lease for a corporate apartment. The lease is for a two-year period with thirty-day notice to terminate the lease. The monthly lease payments are $1,200.

OnNote ~~June~~8 1, 2011, all of the outstanding promissory notes were amended as to their maturity dates. Each note matures (A) on the earlier of (i) the date on which the Company consummates one or more offerings of debt or equity securities with aggregate net proceeds to the Company of at least $10,000,000, or (ii) August 31, 2011 (the earlier of (i) or (ii), the “Initial Principal Payment Date”) approximately fifty-~~percent~~ ofRestatement ~~the principal sum~~ of ~~the~~September ~~Investment Unit is due and (B) on the six month anniversary of the Initial Principal Payment Date~~30, ~~the~~2010 ~~remaining~~Financial ~~principal amount is due, together with interest upon the principal hereof at the rate of 10% per annum.~~Statements

Note 4 – Stock Options

On February 25, 2011, the Company amended a consulting agreement to change the grant of stock options from 750,000 shares to 2,000,000 shares exercisable at $0.001 per share. The stock option expense for the three and six months ended June 30, 2011 and 2010, was $51,422, $9,281, $118,469 and $9,281, respectively.

Note 5 – Stockholders’ equity

During the six months ended June 30, 2011, the majority stockholder of the Company transferred from his personal holdings 1,312,313 shares of the Company’s common stock to consultants who performed services for the Company. The shares had a total fair value of $131,231 (fair value was determined to be $0.10 per share, based on the current market price for the Company’s common stock at such time). The fair value of $131,231 was deemed to be a capital contribution by the stockholder and recorded as an expense for the services provided to the Company.

Note 6 – Commitments and Contingencies

In June 2011, the Company entered into an operating lease for a corporate apartment. The lease is for a two year period with thirty day notice to terminate the lease. The monthly lease payments are $1,200.

Note 7- Restatement of June 30, 2010 Financial Statements

During the course of preparing for the audit for the year ended December 31, 2010, management of the Company discovered several transactions that were not properly accounted for on the books of the Company for 2010. During 2010, the Company’s Chief Executive Officer, who is also the majority stockholder of the Company, transferred shares from his personal holdings of the Company's common stock to certain individuals in exchange for services that such individuals performed for the Company, and he also sold shares from his personal holdings of the Company's common stock and used the proceeds of such sales to pay for certain operating expenses that the Company had incurred.

In addition, during 2010, the Company also sold investment units consisting of a promissory note with an interest rate of 10% per annum and shares of common stock. For every $50,000 aggregate principal amount of promissory notes purchased, the investors received 156,250 shares of common stock. The Company had recorded the estimated fair value of the unit shares issued at a price that was above the then-current market value of the Company's common stock. The required accounting adjustments for these transactions will be to decrease the recorded expense and debit additional paid in capital for the estimated fair value of the Company's common stock on the date of issuance.

Subsequent to the issuance of the 2010 financial statements, management determined the following transactions were not recorded:

Note (1) Additional Paid-In capital was adjusted as follows:

Expenses paid by stockholder in 2009	$	56,125
Expenses paid by stockholder in 2010		66293,~~875~~125
Adjusted the fair value of shares issued with notes payable		(~~309~~445,~~375~~569	)
Adjusted the fair value of shares issued for services		(7762,~~000~~404	)
Fair value of stock options		927,~~281~~798
Cost inadvertently classified as stock offering costs		54,494
Total	$	(~~199~~76,~~600~~431	)

Note (2) Accumulated deficit was adjusted as follows:

Expenses paid by stockholder in 2009	$	(56,125	)
Expenses paid by stockholder in 2010		(66293,~~875~~125	)
Adjusted the fair value of shares issued with notes payable		~~309~~445,~~375~~569
Adjusted the fair value of shares issued for services		7762,~~000~~404
Cost inadvertently classified as stock offering costs		(54,494	)
Stock option expense		(927,~~281~~798	)
Over accrual of amounts due to stockholder		5,000
Total	$	204,600
Miscellaneous		(1,087)
Total	$	80,344

The financial statements have been revised to accurately record the dates of the expenses. Accordingly, the Company’s consolidated balance sheet, statement of operations, statement of changes in stockholders’ deficit, and statement of cash flows for the ~~six~~nine months ended ~~June~~September 30, 2010 have been revised as follows:

	Restated June 30, 2010			Original June 30, 2010			Effect of Changes
Current Assets
Cash	$	21,101		$	21,101		$	-
Total Assets	$	21,101		$	21,101		$	-
Liabilities and Stockholders’ Equity (Deficit)
Current Liabilities
Accounts payable and accrued expenses	$	189,074		$	189,074		$	-
Accrued liabilities – related party		31,456			36,456			(5,000	)(2)
Notes payable – related party		450,000			450,000			-
Total Liabilities		670,530			675,530			(5,000	)
Stockholders’ Equity (Deficit)
Preferred stock - $0.001 par value, 10,000,000 shares authorized. None issued and outstanding		-			-			-
Common stock - $0.001 par value, 100,000,000 shares authorized 23,506,254 shares issued and outstanding		23,506			23,506			-
Additional paid-in capital		347,552			547,152			199,600	(1)
Deficit accumulated during the development stage		(1,020,487	)		(1,225,087	)		(204,600	)(2)
Total Stockholders’ Equity (Deficit)		(649,429	)		(654,429	)		5,000
Total Liabilities and Stockholders’ Equity (Deficit)	$	21,101		$	21,101		$	-

	Restated September 30, 2010			Original September 30, 2010			Effect of Changes

Current Assets
Cash	$	92,101		$	92,101		$	-
Total Assets	$	92,101		$	92,101		$	-

Liabilities and Stockholders’ Equity (Deficit)
Current Liabilities
Accounts payable and accrued expenses	$	254,155		$	253,318		$	837	(2)
Accrued liabilities – related party		65,082			70,082			(5,000	)(2)
Notes payable – related party		662,500			662,500			-
Total Liabilities		981,736			985,900			(4,163	)

Stockholders’ Equity (Deficit)
Preferred stock - $0.001 par value, 10,000,000 shares authorized. None issued and outstanding		-			-			-
Common stock - $0.001 par value, 100,000,000 shares authorized 23,506,254 shares issued and outstanding		24,420			24,170			250	(2)
Additional paid-in capital		682,807			759,238			(76,431	)(1)
Deficit accumulated during the development stage		(1,596,863	)		(1,677,207	)		80,344	(2)
Total Stockholders’ Equity (Deficit)		(889,636	)		(893,799	)		4,163
Total Liabilities and Stockholders’ Equity (Deficit)	$	92,101		$	92,101		$	-

	Nine Months Ended September 30						Effect of Change
	2010			2010
	(Restated)			(Original)
Revenues	$	-		$	-		$	-
Expenses
General and administrative costs		910,074			591,074			319,000	(2)
Loss from operations		(910,074	)		(591,074	)		(319,000	)
Other Expense
Interest Expense		(234,613	)		(690,082	)		455,496	(2)
Loss before Provision for Income Taxes		(1,144,687	)		(1,281,156	)		136,496
Provision for Income Taxes		-			-			-
Net Loss	$	(1,144,687	)	$	(1,281,156	)	$	136,496

Basic and Diluted Net Loss per share:	$	(0.05	)	$	(0.04	)		136,496
Basic and Diluted Weighted Average Common Shares Outstanding		22,600,177			22,600,177

	Six Months Ended June 30						Effect of Change
	Nine Months Ended September 30,						Effect of
	2010			2010			Change
	(Restated)			(Original)
Revenues	$	-		$	-		$	-
Cash Flows from Operating Activities:
Expenses
Net Loss	$	(1,144,687	)	$	(1,281,156	)	$	(136,469	)
General and administrative costs		413,731			365,081			48,650	(2)
Adjustments to reconcile Net Loss to Net Cash used in Operating Activities:
Loss from operations		(413,731	)		(365,080	1)		(48,650	)
Expenses paid by majority stockholder		293,125			-			(293,125	)(2)
Other Expense
Fair value of shares issued for compensation		60,000			82,051			22,051	(2)
Interest Expense		(154,580	)		(463,955	)		309,375	(2)
Fair value of shares issued with notes payable		207,031			662,500			455,469
Loss before Provision for Income Taxes		(568,311	)		(829,036	)		260,725
Stock option expense		28,065			-			(28,065	)
Provision for Income Taxes		-			-			-
Cancellation of shares		(250	)		(250	)		-
Net Loss	$	(568,311	)	$	(829,036	)	$	260,725
Changes in Operating Assets and Liabilities:
Basic and Diluted Net Loss per share:	$	(0.03	)	$	(0.04	)
Deferred debt issuance costs		23,775			-			(23,775	)
Basic and Diluted Weighted Average Common Shares Outstanding		22,600,177			22,600,177
Contract payable to stockholder		(250,000	)		(250,000	)		-
Accounts payable		147,460			170,399			22,939
Accrued liabilities – related party		65,082			70,082			5,000	(2)
Net Cash (Used) by Operating Activities		(570,399	)		(546,374	)		24,025
Cash Flows from Investing Activities:		-			-			-
Cash Flows from Financing Activities:
Proceeds from the issuance of notes payable		662,500			662,500			-
Purchase and cancellation of treasury stock					(250	)		(250	)
Offering costs					(23,775	)		(23,775	)
Net Cash Provided By (Used In) Financing Activities		662,500			638,475			(24,025	)
Net Increase in Cash		92,101			92,101			-
Cash, Beginning of Period		-			-			-
Cash, End of Period	$	92,101		$	21,101		$	-
Supplemental Disclosure of Interest and Income Taxes Paid
Interest paid during the period	$	-		$	-		$	-
Income taxes paid during the period	$	-		$	-		$	-

Note 9 - Subsequent events

Senior Secured Note Agreement

The Company entered into a Senior Secured Note Agreement (the “Loan Agreement”) dated as of September 28, 2011 (the “Loan Agreement Date”) with West Ventures, LLC, an institutional accredited investor (the “Investor”), pursuant to which the Investor obtained from the Company a 15.00% senior secured promissory note (the “Note”) in the principal amount of $11,400,000.

On the Loan Agreement Date, the proceeds from the issuance of the Note were deposited by the Investor into a bank account of the Company controlled solely by the Investor (“Control Account”), and were subject to release by the Investor only upon the satisfaction of certain post-closing matters, including the filing with the appropriate regulatory offices in Brazil of all agreements pursuant to which certain collateral was pledged to secure the Company’s obligations under the Note, as discussed below. On October 6, 2011 (the “Closing Date), the Investor released $9,500,000 from the Control Account .

The Note has a three-year term and bears interest on the outstanding principal balance at the rate of 15% per annum. At the closing (the “Closing”) of the transactions contemplated by the Loan Agreement, the Company prepaid the interest payable on the Note for the six-month period following the Closing Date. Regular monthly interest payments on the Note will commence at the end of such six-month period. Principal payments on the Note are due monthly and commence on the 13th month following the Closing Date. The Company may, at any time and without penalty, voluntarily prepay all or part of the Note; provided, however, that any such prepayments shall be in a minimum amount of $1,000,000 and multiples of $500,000 in excess of $1,000,000. In certain circumstances, prepayment of principal is mandatory upon the receipt of proceeds from the condemnation or disposition of any of the Collateral (defined below) or the receipt of insurance proceeds as a result of loss or damage to the Collateral.

The Loan Agreement contains affirmative and negative covenants (which are, in certain cases, subject to certain exceptions) customary for financings of this type. In addition, the Loan Agreement also contains customary events of default for financings of this type (which are in certain cases subject to certain exceptions, thresholds and grace periods).

	Six Months Ended June 30,						Effect of
	2010			2010			Change
	(Restated)			(Original)
Cash Flows from Operating Activities:
Net Loss	$	(568,311	)	$	(829,036	)	$	(260,725	)
Adjustments to reconcile Net Loss to Net Cash used in Operating Activities:
Expenses paid by majority stockholder		67,145			-			(67,145	)(1)
Fair value of shares issued for compensation		35,000			81,551			46,551
Fair value of shares issued with notes payable		140,625			450,000			309,375
Stock option expense		9,281			-			(9,281	)
Cancellation of shares		(250	)		(250	)		-
Changes in Operating Assets and Liabilities:
Deferred debt issuance costs		23,775			-			(23,775	)
Contract payable to stockholder		(250,000	)		(250,000	)		-
Accounts payable		82,380			82,380			-
Accrued liabilities – related party		31,456			36,456			5,000	(2)
Net Cash (Used) by Operating Activities		(428,899	)		(428,899	)		-
Cash Flows from Investing Activities:		-			-			-
Cash Flows from Financing Activities:
Proceeds from the issuance of notes payable		450,000			450,000			-
Net Increase in Cash		21,101			21,101			-
Cash, Beginning of Period		-			-			-
Cash, End of Period	$	21,101		$	21,101		$	-
Supplemental Disclosure of Interest and Income Taxes Paid
Interest paid during the period	$	-		$	-		$	-
Income taxes paid during the period	$	-		$	-		$	-

In October 2011, the Company used approximately $9.5 million of the proceeds from the sale of the Note to extend a loan to Reginaldo Luiz De Almeida Ferreira – ME, a Brazilian sole proprietorship company and gold mine operator (“Reginaldo”), pursuant to the terms of a Loan Agreement dated September 21, 2011 (the “Brazil Loan Agreement”) between the Company and Reginaldo. As discussed further below, such funds will be used by Reginaldo to purchase equipment, pay for construction of a gold processing plant and provide working capital for an existing gold mine located in Mato Grasso, Brazil (the “Reginaldo Mine”). Of the remaining proceeds from the sale of the Note, $725,000 was used by the Company for partial repayment of outstanding promissory notes of the Company, $855,000 was applied to the prepayment of interest on the Note and the balance will be used by the Company for working capital and other general corporate purposes.

To secure the Company’s obligations under the Loan Agreement and the Note, 8the Company granted to the Investor a first priority security interest in substantially all of the Company’s personal property and other assets, whether currently owned or hereafter acquired, including the capital stock of its 99.9%-owned ~~Subsequent~~Brazilian ~~events~~subsidiary, RHI Mineração Ltda. (“RM”), pursuant to the terms of a Security Agreement dated as of September 28, 2011 ( the “Security Agreement”) between the Company and the Investor and a Quota Pledge Agreement dated September 21, 2011 (the “Quota Pledge Agreement”) among the Company, the Investor and RM. In addition, Reginaldo granted to the Investor a first lien pledge on the following assets:

~~Issuance~~· the ore deposited in the waste tank located next to the main processing plant at the Reginaldo Mine and any receivables derived from the sale of ~~Notes~~gold ~~Payable~~extracted from the Reginaldo Mine, both pursuant to the terms of the First Lien and ~~Common~~Second ~~Stock~~Lien Pledge Agreement of Movable Assets Derived From Mining Activities dated September 21, 2011 (the “Ore Pledge Agreement”) among Reginaldo, the Company and the Investor;

~~The~~· ~~Company~~certain ~~issued~~mining ~~$37,500~~equipment ofand ~~investment~~all ~~units~~additional ~~that~~equipment ~~consist~~to ofbe ~~promissory~~purchased ~~notes~~ with ana ~~interest~~portion ~~rate~~ of ~~10%~~the ~~per~~proceeds ~~annum~~of ~~and~~the ~~117,188~~loans ~~shares~~under ofthe ~~common~~Brazil ~~stock. In~~Loan ~~addition~~Agreement, ~~the~~pursuant ~~Company~~to ~~issued~~the anterms ~~additional~~of ~~117,188~~the ~~shares~~First toLien ~~the~~and ~~investor~~Second asLien anEquipment ~~incentive~~Pledge ~~for~~Agreement ~~the~~dated ~~investment~~September ~~and 37~~21,~~500~~ ~~shares~~2011 to(the an“Equipment ~~individual~~Pledge asAgreement”) aamong ~~finder’s~~Reginaldo, ~~fee~~the inCompany ~~connection~~and ~~with~~the ~~this investment~~Investor.

InThe ~~July 2011, the~~ Company’s ~~offered~~significant ~~up to $250,000 aggregate principal amount of 10% promissory notes~~ stockholder (~~the~~President ~~“Notes”)~~and ofChief ~~the~~Executive ~~Company~~Officer), ~~and~~executed ~~1,953,125~~in ~~shares~~favor of the ~~Company’s~~Investor ~~common~~a ~~stock. For~~Guaranty ~~every~~dated ~~$50,000~~as ~~principal amount~~ of ~~Notes~~September ~~purchased~~28, ~~the~~2011 ~~subscriber~~pursuant ~~shall~~to ~~receive~~which ~~390,625~~such ~~shares~~stockholder ofcertified ~~common stock. The Company has issued $250~~that,~~000~~ ~~aggregate~~so ~~principal~~long ~~amount~~as ofthe ~~Notes~~Note ~~and~~remains 1outstanding,~~953,125~~ ~~shares~~he ofwill ~~common~~not ~~stocks.~~knowingly ~~The~~or ~~notes~~intentionally ~~mature~~take ~~(A)~~any onaction ~~the~~as ~~earlier~~an ofofficer ~~(i) the date on which the Company consummates one~~ or ~~more~~director ~~offerings~~ of ~~debt or equity securities with aggregate net proceeds to~~ the Company ofthat atis ~~least $10~~fraudulent,~~000,000,~~ misrepresentative or ~~(ii)~~would ~~August~~constitute 31willful misconduct, ~~2011 (the earlier of (i)~~ or ~~(ii),~~that ~~the~~would ~~“Initial~~cause ~~Principal~~any ~~Payment~~court ~~Date”) approximately fifty-percent~~ of ~~the~~competent ~~principal~~jurisdiction ~~sum~~to ofenter ~~the~~against ~~Note is due and (B) on~~ the ~~six~~Company ~~month~~or ~~anniversary~~RM ofan ~~the~~order ~~Initial~~or ~~Principal~~decree ~~Payment~~for ~~Date,~~relief ~~the~~under ~~remaining~~applicable ~~principal amount of the Note is due~~bankruptcy, ~~together~~insolvency ~~with~~or ~~interest~~for ~~upon~~similar ~~the~~law ~~principal~~or ~~hereof at~~ the ~~rate~~liquidation ofor ~~10%~~winding ~~per~~up ~~annum. The Company also issued 140,000 shares~~ of ~~common stock and made a cash payment of $10,500 to an individual as a fee in connection with~~ the ~~investment by certain investors. In addition, the~~ Company ~~issued~~or ~~78,125 shares to an investor as an incentive for their investment~~RM.

Common Share Purchase and Revenue Share Agreement

Concurrently with the execution of the Loan Agreement and as additional consideration for the Investor’s agreement to purchase the Note and enter into the Loan Agreement, the Company and the Investor entered into a Common Share Purchase and Revenue Share Agreement ( the “Purchase Agreement”). Pursuant to the Purchase Agreement, the Company, among other things, (i) granted to the Investor a 50% share of its consolidated gross revenue from the Abadala Mine in Brazil (after a deduction for interest payable under the Loan Agreement) (as more fully described in the Purchase Agreement, the “Revenue Share”), and (ii) issued to the Investor 6,016,160 shares of the Company’s common stock, which shares represented approximately 15% of the issued and outstanding shares of common stock of a fully-diluted basis at the time of issuance.

Amounts due to the Investor from the Revenue Share are payable weekly and may upon mutual agreement of the Company and the Investor be paid in gold bullion. Any Revenue Share payments due but unpaid shall become an additional obligation of the Company under the Loan Agreement that accrues interest at the rate of 10% per annum.

~~Issuance~~Pursuant to the Purchase Agreement, if prior to the later of ~~Stock~~the ~~Options~~fifth anniversary of the Closing or the date the Company has paid in full all amounts payable by the Company under the Loan Agreement the Company issues shares of common stock, or securities convertible into or exercisable to purchase common stock, in a transaction or series of related transactions in which the Company’s pre-money valuation is less than $30,000,000, the Company is required to issue to the Investor additional shares of common stock so that the Investor will own after such transaction or transactions the same percentage of the outstanding shares of common stock (calculated on a fully-diluted, as converted basis) as it owns immediately prior to such transaction or transactions.

InThe ~~August~~Purchase ~~2011~~Agreement contains customary representations, ~~the~~warranties and covenants. The Company ~~granted~~has ~~its~~agreed ~~President~~to indemnify the Investor for (i) breaches of representations, warranties and ~~Chief~~covenants ~~Executive~~made ~~Officer~~by athe ~~stock~~Company ~~option~~in the Purchase Agreement and related transaction documents, subject to ~~purchase~~certain 2limitations,~~225,000~~ ~~shares~~and of(ii) actions instituted against the ~~Company’s~~Investor ~~common~~or ~~stock~~its ataffiliates aby ~~purchase~~any ~~price~~stockholder of ~~$0.10~~the ~~per~~Company ~~share.~~with ~~The~~respect ~~grant~~to ~~vests~~the ~~over~~Purchase ~~six~~Agreement ~~months~~ and ~~has~~related atransaction ~~five-year term~~documents.

~~Amendments~~Investor toRights ~~Lease and Loan Agreements~~Agreement

In ~~order~~connection towith ~~facilitate~~the aclosing ~~potential~~of ~~loan to~~ the ~~Company~~transactions contemplated by anthe ~~institutional~~Loan ~~investor,~~Agreement onand ~~August~~the 4,Purchase ~~2011~~Agreement, RMat ~~and~~the ~~Mine~~Closing, ~~Operator~~the ~~entered~~Company ~~into~~and the ~~First~~Investor ~~Amendment~~also ~~and~~entered ~~Restatement~~into ofan ~~the~~Investor ~~Loan~~Rights Agreement (the “RMRights ~~Loan Amendment~~Agreement”) ~~and~~pursuant ~~the~~to ~~First~~which ~~Amendment~~the Investor and ~~Restatement~~its ofpermitted ~~the~~assigns ~~Lease~~have ~~Agreement~~certain ~~(the~~demand ~~“RM~~and ~~Lease Amendment~~“piggy-back” ~~and~~registration ~~collectively~~rights with ~~the~~respect RMto ~~Loan Amendment,~~ the ~~“Amendments”),~~shares ~~which~~of ~~amended~~common ~~and~~stock ~~restated~~issued under the ~~existing~~Purchase ~~loan~~Agreement. The ~~agreement~~Company ~~and~~is ~~lease~~obligated ~~agreement~~to ~~between~~keep ~~the~~any ~~parties. The~~registration RMstatement ~~Loan~~filed ~~Amendment~~pursuant ~~provides,~~to ~~among~~such ~~other~~demand ~~things,~~registration ~~that~~rights ~~the~~effective ~~proposed~~for ~~loan~~a ~~from~~period RMequal to the ~~Mine~~earlier ~~Operator~~of ~~will~~(i) ~~now~~18 bemonths ~~made~~after onregistration, or(ii) ~~prior~~the todate ~~September~~on 4,which ~~2011. In~~all ~~addition,~~of the ~~amendment~~shares ~~eliminated~~of ~~the~~common ~~requirement~~stock ~~that~~covered RMby ~~pay~~the aregistration ~~$300,000~~statement ~~late~~have ~~fee~~been insold, and (iii) the ~~event~~date RMon ~~fails~~which there ceases to ~~make~~be ~~the~~any ~~loan~~Registrable toSecurities (as defined in the ~~Mine~~Rights ~~Operator~~Agreement) oncovered aby ~~timely~~the ~~basis~~registration statement.

~~The~~Brazil RM Loan Amendment also provides that if the interest payments received by the Company under the RM Loan Amendment or the lease payments under the RM Lease Amendment are insufficient for the Company to satisfy its obligations under the proposed loan agreement (the “Proposed Loan Agreement”) with the Company’s potential investor or the Company cannot otherwise meet its financial obligations under the Proposed Loan Agreement, then additional loans to the Mine Operator will be suspended and the Mine Operator will defer any profit payments from the mining operations, up to the amount of the Company’s shortfall under the Proposed Loan Agreement, that the Mine Operator would otherwise be entitled to receive, and such amounts will be placed in a separate account and used to satisfy the Company’s shortfall. Any such deferred profits will accrue interest at a rate of 10% per annum and will be paid to the Mine Operator from the Company’s future profits. The RM Loan Amendment also provides for additional events of termination, such as the bankruptcy of the Mine Operator or an assignment by the Mine Operator of its assets or obligations under the RM Loan Amendment without the consent of RM.

The RMCompany ~~Lease~~entered ~~Amendment~~into ~~also~~a ~~provides~~loan ~~that~~agreement RMdated ~~may~~September ~~now~~21, in2011 ~~addition~~(the to“Brazil ~~its~~Loan ~~other~~Agreement”) ~~termination~~with ~~rights~~Reginaldo ~~under~~pursuant ~~such~~to ~~lease~~which ~~agreement, terminate~~ the ~~lease~~Company ~~upon~~agreed anto ~~assignment~~lend byto ~~the~~Reginaldo ~~Mine~~$14,000,000, ~~Operator~~ of ~~the~~which ~~leased~~$9,500,000 ~~equipment~~was orreleased ~~its~~to ~~obligations~~Reginaldo ~~under~~on the RMClosing ~~Lease~~Date ~~Agreement~~upon ~~without~~ the ~~consent~~satisfaction of ~~RM,~~certain orclosing ifconditions ~~the~~and ~~Mine~~applied ~~Operator~~exclusively ~~fails~~for ~~to comply with any decision of an administrative or judicial authority in a manner that adversely impacts~~ the ~~lease.~~following purposes:

~~Under~~· ~~the Amendments~~$5, ~~the Mine Operator made additional representations and warranties regarding~~368,824 ~~among~~for ~~other~~the ~~things,~~purchase ~~its~~of ~~due~~certain ~~formation,~~mining ~~corporate~~equipment ~~authorization, capacity~~ and ~~title to its mining operations.~~machinery;

~~The~~· ~~Amendments~~$3,000,000 ~~also~~for ~~subordinated~~the ~~RM’s~~personal ~~security~~benefit ~~interest in certain ore deposits~~ of the ~~Mine~~owner ~~Operator to the proposed security interest~~ of ~~the potential investor in the Company.~~Reginaldo;

$352,941 for the construction of a new ore processing plant at the Reginaldo Mine; and

$778,235 for working capital.

The Company has agreed to disburse the remaining $4,500,000 of the loan to Reginaldo in two installments, subject to Reginaldo’s continued compliance with the terms and conditions of the Brazil Loan Agreement, as determined by the Company and approved by the Investor, the first installment in the amount of $2,500,000 within the six-month period commencing on the six-month anniversary of the Closing Date and the remaining installment in the amount of $2,000,000 within the six-month period commencing on the first anniversary of the Closing Date. If the Company fails to make either additional loan disbursement without cause, such as the failure of Reginaldo to comply with its obligations under the Brazil Loan Agreement or, if the Note is still outstanding, the failure of the Investor to approve such additional loan disbursement, the Company shall be subject to the payment of a 20% penalty on the disbursement amount.

Under the terms of the Brazil Loan Agreement, Reginaldo is required to pay the Company through the date (the “Maturity Date”) of the tenth anniversary of the disbursement date of the first loan installment in the amount of $9.5 million, monthly interest on the loan amount in an amount equal to 50% of the income from the ore production at the Reginaldo Mine after deduction of all costs and expenses of production. Of such amount, the Company is required by the terms of the Purchase Agreement to pay 50% to the Investor as discussed above. Such interest must be paid, at the option of the Company, in either U.S. dollars or in gold. Reginaldo is required by the Brazil Loan Agreement to repay the Company the outstanding principal loan amount on the Maturity Date unless the Company, in its sole discretion, extends such date of repayment for an additional year.

The amounts received by the Company from Reginaldo that are characterized as interest are to be used by the Company to repay the amounts due to the Investor under the Note and any other amounts payable by the Company under the Loan Agreement. If such amounts are not sufficient to make all required payments under the Note and the Loan Agreement in accordance with the terms thereof, additional loans to Reginaldo under the Brazil Loan Agreement will be suspended until such time as all such amounts that are due and payable to the Investor have been paid and Reginaldo will forfeit any further payments of net income from the Reginaldo Mine until all such obligations have been satisfied. Any amounts that Reginaldo makes available to the Company and the Investor from its portion of the net profits of the Reginaldo Mine will accrue interest payable by the Company at the rate of 10% per annum until such amounts are repaid to Reginaldo by the Company.

Pursuant to the terms of the Brazil Loan Agreement, the Company has agreed that, at the end of the second year of the term of such agreement, it will convert the outstanding loans under such agreement into a 50% share of the net income of all mining activities at the Reginaldo Mine so long as Reginaldo has fulfilled all of its obligations under the Brazil Loan Agreement, the obligations of the Company to the Investor under the Loan Agreement have been paid in full and the financial statements of Reginaldo for such two-year period have been audited in accordance with generally accepted accounting principles in the United States. If at such time any obligations remain outstanding under the Loan Agreement, the cancellation of the loans under the Brazil Loan Agreement may only be made with the written consent of the Investor. In addition, if at such time Reginaldo has failed to complete its audit in a form satisfactory to the Company, the obligations of the Company to cancel the loans in exchange for the acquisition of the equity interest in Reginaldo will be extended to the conclusion of such audit.

In connection with the execution and delivery of the Brazil Loan Agreement, Reginaldo also entered into an Option Agreement dated September 21, 2011 (the “Option Agreement”) with the Company pursuant to which Reginaldo granted to the Company an option to purchase fifty percent (50%) of the net income of all ore activities at the Reginaldo Mine, which option is exercisable at any time during the continuance of an event of default under the Loan Agreement or the Brazil Loan Agreement, in consideration of forgiving all amounts due under the Brazil Loan Agreement. The Company may only exercise such option with the written consent of the Investor.

The obligations of Reginaldo under the Brazil Loan Agreement are secured by a second lien pledge by Reginaldo of the following assets:

the ore deposited in the waste tank located next to the main processing plant at the Reginaldo Mine and any receivables derived from the sale of gold extracted from the Reginaldo Mine, both pursuant to the terms of the Ore Pledge Agreement;

certain mining equipment and all additional equipment to be purchased with a portion of the proceeds of the loans under the Brazil Loan Agreement, pursuant to the terms of the Equipment Pledge Agreement; and

the rights of Reginaldo under the Option Agreement.

The Brazil Loan Agreement contains affirmation and negative covenants (which are, in certain cases, subject to certain exceptions) customary for financings of this type.

Termination and Release Agreement

In connection with the execution and delivery by the Company of the Brazil Loan Agreement, on September 21, 2011 RHI and Reginaldo entered into a Termination and Release Agreement pursuant to which the parties terminated the First Amended and Restated Loan Agreement dated as of August 4, 2011 between RH and Reginaldo and the First Amended and Restated Lease Agreement dated as of August 4, 2011 between RH and Reginaldo, in each case without liability or continuing obligation by either party, and RH and Reginaldo mutually released each other from any and all rights and obligations provided for under such agreements.

In October 2011, the Company sold 225,938 shares of common stock to related parties for $0.80 per share for an aggregate purchase of $204,750.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

When used in this discussion, the words “expect(s)”, “feel(s)”, “believe(s)”, “will”, “may”, “anticipate(s)” and similar expressions are intended to identify forward-looking statements. Such statements are subject to certain risks and uncertainties, which could cause actual results to differ materially from those projected. Readers are cautioned not to place undue reliance on these forward-looking statements, and are urged to carefully review and consider the various disclosures elsewhere in this Report.

Results of Operations

The Company had no source of revenue and no sales for the three and ~~six~~nine months ended ~~June~~September 30, 2011. In September 2011, the Company entered into a loan agreement, which was funded in October 2011, with Reginaldo Luiz De Almeida Ferreira-Me, a Brazilian sole proprietorship and gold mine operator (“Reginaldo”), pursuant to which the Company loaned Reginaldo $9,500,000 in consideration of 50% of the income from certain ore production after deduction for the cost of production. The Company currently ~~has~~expects noto ~~source~~receive ofits ~~revenue~~first revenues from such transaction in December 2011. ItThe Company also is looking for additional opportunities to create revenue and is seeking to raise ~~sufficient~~additional funds to ~~begin~~ continue to execute on its business plan.

General and administrative expenses for the three months ended ~~June~~September 30, 2011 and 2010 were approximately $~~733~~661,000 and $~~153~~496,000, respectively. These costs ~~were~~consisted ~~made up~~ of audit fees, ~~legal~~of ~~fees~~approximately $3,000 ~~consulting~~and ~~fees~~$13,000, ~~the~~respectively, ~~fair~~legal ~~value~~fees of ~~shares~~approximately ~~issued~~$239,000 ~~with~~and ~~promissory~~$66,000, ~~notes~~respectively, ~~along~~consulting ~~with~~fees ~~travel~~of ~~expenses~~approximately ~~incurred~~$307,000 ~~for~~and ~~the~~$362,000, ~~sourcing~~respectively, ofand ~~business~~travel ~~opportunities~~and inentertainment ~~the~~of ~~Company’s~~approximately ~~intended~~$39,000 ~~line~~and of$36,000, ~~business~~respectively. The ~~costs~~remaining ~~also~~$73,000 ~~include~~and ~~a late fee of~~ $~~300~~49,000, ~~which~~respectively, ~~was~~related ~~at such time being accrued~~ to ~~extend~~office ~~the~~and ~~loan~~administrative ~~agreement~~overhead costs.

General and administrative expenses for the ~~six~~nine months ended ~~June~~September 30, 2011 and 2010 were approximately $1,~~007~~668,000 and $~~414~~910,000, respectively. These costs ~~were~~consisted ~~made up~~ of audit fees, ~~legal~~of ~~fees~~approximately $18,000 ~~consulting~~and ~~fees~~$18,000, ~~the~~respectively, ~~fair~~legal ~~value~~fees of ~~shares~~approximately ~~issued~~$312,000 ~~with~~and ~~promissory~~$161,000, ~~notes~~respectively, ~~along~~consulting ~~with~~fees ~~travel~~of ~~expenses~~approximately ~~incurred~~$751,000 ~~for~~and ~~the~~$547,000, ~~sourcing~~respectively, oftravel ~~business~~and ~~opportunities~~entertainment inof ~~the~~approximately ~~Company’s~~$145,000 ~~intended~~and ~~line~~$70,000, ofrespectively, ~~business.~~and ~~The~~for ~~costs~~2011 ~~also~~we ~~include~~had aan ~~late~~loan extension fee of $300,000,. The ~~which~~remaining ~~was~~$142,000 atand ~~such~~$114,000, ~~time~~respectively ~~being~~related ~~accrued~~ to ~~extend~~office ~~the~~and ~~loan~~administrative ~~agreement~~overhead costs.

With the closing of the Company’s initial loan transaction, as noted above, the Company expects that its operating costs will increase as a direct result of the additional management activities.

Liquidity and Capital Resources

~~The~~Prior to the closing of the Company's ~~has~~initial loan transaction, as discussed above, the Company had financed its operations ~~to date~~ primarily through private placements of notes payable. During the ~~six~~nine months ended ~~June~~September 30, 2011, the Company issued $~~475~~837,~~000~~500 aggregate principal amount of notes payable. Subsequent to ~~June~~September 30, 2011, the Company issued approximately $~~287~~11,500,000 in aggregate principal amount of notes payable. This inflow of cash has been ~~and~~used isto ~~expected~~fund the $9,500,000 to beReginaldo, ~~used~~pay bydown the Company’s toaccounts ~~further~~payable ~~its~~and ~~business~~accrued ~~development~~expenses, ~~activities~~make principle payments on the Company’s notes payable, and the remainder is available for working capital.

~~Item~~The 3accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern. However, ~~Qualitative~~the Company has sustained net losses from operations since formation, and ~~Quantitative~~the ~~Disclosures~~Company ~~About~~has ~~Market~~limited ~~Risk~~liquidity. Management anticipates that the Company will receive only limited funds for working capital over the next 12 months from its initial loan transaction in Brazil and will be dependent, for the near future, on additional capital to fund its operating expenses and anticipated growth. The audit report of the Company’s independent registered public accounting firm on the Company’s financial statements for the year ended December 31, 2010 contained a paragraph expressing doubt about the Company’s ability to continue as a going concern. Since inception, the Company’s operating losses have been funded through the issuance of equity securities and borrowings. The Company continually evaluates its cash needs and growth opportunities and it believes it will require additional equity or debt financing in order to achieve its overall business objectives. In October 2011, the Company completed a $11.4 million round of funding with an institutional lender. In connection with such funding, only a limited amount of such borrowings are available to the Company for working capital and such cash is currently being released to the Company from a restricted cash account solely in the discretion of the lender so that the lender can evaluate the individual items upon which the Company makes cash expenditures. While the Company intends to continue to look for other financing sources, in the current economic environment, the procurement of outside funding is extremely difficult and there can be no assurance that such financing will be available, or, if available, that such financing will be at a price that will be acceptable to the Company. The Company’s failure to generate sufficient revenues or raise additional capital will have an adverse impact on the Company’s ability to achieve its longer-term business objectives, and will adversely affect the Company’s ability to continue operating as a going concern.

Not applicable.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Company’s management conducted an evaluation, with the participation of its Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures, as defined in Rules 13a-15(e) under the Exchange Act, as of ~~June~~September 30, 2011 to ensure that information required to be disclosed by the Company in the reports filed or submitted by the Company under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms, including to ensure that information required to be disclosed by the Company in the reports filed or submitted by the Company under the Exchange Act is accumulated and communicated to its management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that as of ~~June~~September 30, 2011, the Company’s disclosure controls and procedures were not effective at the reasonable assurance level due to the material weakness described below and previously reported in Item 9A of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010.

As described in Item 9A of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010, management ~~indentified~~identified a material weakness relating to the relatively small number of professionals employed by the Company in bookkeeping and accounting functions, which prevents the Company from appropriately segregating duties within its internal control systems. A material weakness is a control deficiency (within the meaning of the Public Company Accounting Oversight Board (PCAOB) Auditing Standard No. 5) or combination of control deficiencies, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected. The inadequate segregation of duties is a material weakness because it could lead to the untimely identification and resolution of accounting and disclosure matters or could lead to a failure to perform timely and effective reviews.

13The material weakness described above still exists and caused management to conclude that, as of September 30, 2011, the Company’s disclosure controls and procedures were not effective at the reasonable assurance level. Management is still in the process of remediating this material weakness, but expects that it will not be able to add additional accounting personnel until it is able to raise sufficient operating capital to begin to execute on its business plan.

The material weakness described above still exists and caused management to conclude that, as of June 30, 2011, the Company’s disclosure controls and procedures were not effective at the reasonable assurance level. Management is still in the process of remediating this material weakness, but expects that it will not be able to add additional accounting personnel until it is able to raise sufficient operating capital to begin to execute on its business plan.

In light of the material weakness described above, the Company performed additional analysis and other post-closing procedures to ensure the Company’s financial statements were prepared in accordance with generally accepted accounting principles. Accordingly, management believes that the financial statements included in this report fairly present, in all material respects, the Company’s financial condition, results of operations and cash flows for the periods presented.

Changes in Internal Controls

There were no changes in ~~our~~the Company’s internal controls over financial reporting during the most recent quarter of fiscal year 2011 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II - OTHER INFORMATION

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

In April 2011, the Company, in six separate transactions, issued an aggregate of 390,626 shares of restricted, unregistered common stock to five investors in a private placement in connection with the issuance of 10% promissory notes in the aggregate principal amount of $125,000.15

InBetween ~~June~~August 2011 and September 2011, the Company, in ~~two~~five separate transactions, issued an aggregate of ~~507~~390,~~812~~625 shares of restricted, unregistered common stock to ~~two~~five investors in a private placement in connection with the issuance of 10% promissory notes in the aggregate principal amount of $~~162~~50,~~500~~000. In addition, the Company issued 25,000 shares of restricted, unregistered common stock to an individual as a fee in connection with the issuance of 10% promissory notes.

In ~~July~~September 2011, the Company ~~issued~~commenced ~~in one transaction,~~ an ~~aggregate~~offering of ~~234~~255,~~376~~938 shares of ~~restricted,~~the ~~unregistered~~Company’s common stock, toat ~~one~~a ~~investor~~price inof a$0.80 ~~private~~per ~~placement~~share, into ~~connection~~accredited ~~with~~investors ~~the~~in ~~issuance~~a ofprivate ~~10%~~placement. The ~~promissory~~Company ~~notes~~completed in the ~~aggregate~~offering ~~principal~~on ~~amount~~November ~~of $37~~7,~~500. In~~ ~~addition~~2011 ~~the~~and ~~company~~ issued 37255,~~500~~ 938 shares of ~~restricted, unregistered~~ common stock to ansuch ~~individual~~investors ~~as a fee~~ in ~~connection~~exchange ~~with~~for ~~the~~aggregate ~~issuance~~proceeds of ~~10% promissory notes~~$204,750.

The information set forth under Item 5 of this Report under the caption “Bridge Offering” is incorporated herein by reference thereto.

Each of the above-referenced transactions was exempt from registration pursuant to Section 4(2) of the Securities Act of 1933.

Item 5. Other Information

Bridge Offering

In July 2011, the Company commenced an offering of up to $250,000 aggregate principal amount of 10% Promissory Notes (the “Notes”) of the Company and 1,953,125 shares of the Company’s common stock accredited investors in a private placement. The Company has completed the offering and has issued to the investors $250,000 aggregate principal amount of Notes and 1,953,125 shares of common stock. Fifty percent (50%) of the principal amount of each Note is due and payable on the earlier of (i) the date on which the Company consummates one or more offerings of debt or equity securities with aggregate net proceeds to the Company of at least $10,000,000, or (ii) August 31, 2011 (the earlier of (i) or (ii), the “Initial Principal Payment Date”) and the remaining fifty percent (50%) of the principal amount of each Note is due on the six month anniversary of the Initial Principal Payment Date, together with all accrued interest on the Notes at the rate of 10% per annum. In addition, the Company issued an aggregate of 195,313 shares to two investors as an incentive for their additional investment in the Company.

In connection with this offering an individual received 140,000 shares of the Company’s common stock and cash of $10,500, representing 7.5% of the 140,000 such individual raised on behalf of the Company in this offering.

Amendment and Restatement of RHI Mineracao Ltda. Loan and Equipment Lease Agreements

In order to facilitate a potential loan to the Company by an institutional investor, on August 4, 2011, RHI Mineracao Ltda, the Company’s majority-owned subsidiary (formerly know as Mineral Parceiros EM Mineracao Ltda) (“RM”) and Reginaldo Luiz De Almeida Ferreira-ME (the “Mine Operator”) entered into the First Amendment and Restatement of the Loan Agreement ( the “RM Loan Amendment” ) and the First Amendment and Restatement of the Lease Agreement ( the “RM Lease Amendment” and collectively with the RM Loan Amendment, the “Amendments”), which amended and restated the existing loan agreement and lease agreement between the parties. The RM Loan Amendment provides, among other things, that the proposed loan from RM to the Mine Operator will now be made on or prior to September 4, 2011. In addition, the amendment eliminated the requirement that RM pay a $300,000 late fee in the event RM fails to make the loan to the Mine Operator on a timely basis.

The RM Loan Amendment also provides that if the interest payments received by the Company under the RM Loan Amendment or the lease payments under the RM Lease Amendment are insufficient for the Company to satisfy its obligations under the proposed loan agreement (the “Proposed Loan Agreement”) with the Company’s potential investor or the Company cannot otherwise meet its financial obligations under the Proposed Loan Agreement, then additional loans to the Mine Operator will be suspended and the Mine Operator will defer any profit payments from the mining operations, up to the amount of the Company’s shortfall under the Proposed Loan Agreement, that the Mine Operator would otherwise be entitled to receive, and such amounts will be placed in a separate account and used to satisfy the Company’s shortfall. Any such deferred profits will accrue interest at a rate of 10% per annum and will be paid to the Mine Operator from the Company’s future profits. The RM Loan Amendment also provides for additional events of termination, such as the bankruptcy of the Mine Operator or an assignment by the Mine Operator of its assets or obligations under the RM Loan Amendment without the consent of RM.

The RM Lease Amendment also provides that RM may now, in addition to its other termination rights under such lease agreement, terminate the lease upon an assignment by the Mine Operator of the leased equipment or its obligations under the RM Lease Agreement without the consent of RM, or if the Mine Operator fails to comply with any decision of an administrative or judicial authority in a manner that adversely impacts the lease.

Under the Amendments, the Mine Operator made additional representations and warranties regarding, among other things, its due formation, corporate authorization, capacity and title to its mining operations.

The Amendments also subordinated RM’s security interest in certain ore deposits of the Mine Operator to the proposed security interest of the potential investor in the Company.

Item 6. Exhibits

The exhibits required by this item are set forth on the Exhibit Index attached hereto.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Resource Holdings, Inc.
August 19, 2011	By:	/s/ Michael B. Campbell
November 14, 2011	By:	/s/ Michael B. Campbell
		Michael B. Campbell, Chief Executive Officer
		(Principal Executive Officer)
August 19, 2011	By:	/s/ Dean S. Skupen
November 14, 2011	By:	/s/ Dean S. Skupen
		Dean S. Skupen, Chief Financial Officer
		(Principal Financial Officer and Principal Accounting Officer)

EXHIBIT INDEX

Exhibit Number		Description of Exhibit
10.1		First Amendment and Restatement to Loan Agreement between RHI Mineracao Ltda. and Reginaldo Luiz De Almeida Ferreira-ME, dated August 4, 2011 (English Translation).*
31.1		Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
10.2		First Amendment and Restatement to Lease Agreement, between RHI Mineracao Ltda. and Reginaldo Luiz De Almeida Ferreira-ME, dated August 4, 2011 (English Translation). *
31.2		Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.1		Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
32.1		Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350).
31.2		Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
32.2		Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350).
32.1		Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350).*
101.INS		XBRL Instance Document.*
32.2		Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350).*
101.SCH		XBRL Taxonomy Extension Schema Document. *
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document. *
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document. *
101.LAB		XBRL Taxonomy Extension Label Linkbase Document. *
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document. *

~~______________~~* XBRL (eXtensible Business Reporting Language) interactive data files are furnished and not filed or a part of a registration statement or prospectuc for purposed of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

* Filed herewith.17

Filing Compare · RESOURCE HOLDINGS, INC.