UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

_________________

Date of Report (Date of earliest event reported): October 130, 2009

VOLCAN HOLDINGS, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware		333-141505		98-0554790
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

Level 34, 50 Bridge Street Sydney, Australia		2000
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: +61-2-8216-0777

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 ~~DFR~~ CFR 240.14a-12)

o [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o [ ] Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 41.01 ~~Changes~~ Entry ininto ~~Registrant’s~~a ~~Certifying~~Material ~~Accountant~~Definitive Agreement.

~~Previous~~On ~~Independent~~October ~~Registered~~30, ~~Public~~2009, ~~Accounting~~Volcan ~~Firm~~Australia Corporation Pty Ltd (“Volcan Australia”), a wholly owned subsidiary of Volcan Holdings, Inc (“Volcan Holdings”) and the title holder of all of Volcan’s 28 bauxite tenements in Eastern Australia, entered into a joint venture agreement (the “Agreement”) with Martin Place Securities Pty Ltd (“MPS”), a Sydney, Australia based investment banking firm that focuses on the resource industry. Pursuant to this Agreement, each of Volcan Holdings and MPS agreed to form a new joint venture entity (“Newco”), 50% of which shall be owned by MPS and 50% of which shall be owned by Volcan Holdings. In addition, under this Agreement, Newco was granted the right to purchase an option to earn interests in Volcan Australia’s tenements by making a payment, on behalf of Volcan Australia, to the Queensland government in the amount of A$250,000 in satisfaction of tenement fees owed and A$250,000 to Volcan Holdings for general corporate purposes (the “Tenement Interest Option”).

OnUnder the Tenement Interest Option, Newco would have the right to earn a 10% interest in any of the 28 tenements held by Volcan Australia (other than NSW EL 7301) that Newco spends at least A$500,000 on within 24 months of October 130, 2009. Once Newco has earned this 10% interest in a tenement, ~~our~~it ~~board~~will have the right to earn an additional 10% interest in such tenement by purchasing A$500,000 of shares of common stock of ~~directors~~Volcan ~~approved~~Holdings ~~the~~at ~~dismissal~~a purchase price of ~~Nexia~~A$10 ~~Court~~per &share Cowithin 24 months of October 30, 2009. As such, ~~Chartered~~in ~~Accountants~~order for Newco to acquire a 20% interest in each of Volcan Australia’s 28 tenements (~~“Nexia”~~other than NSW EL 7301), asNewco ~~our independent~~would ~~registered~~need ~~public~~to spend ~~accounting~~at ~~firm.~~least WeA$14 million on the 28 tenements and purchase at least A$14 ~~notified~~million ~~Nexia~~of shares of ~~this~~common ~~decision~~stock onof ~~October~~Volcan 1,Holdings ~~2009~~at a purchase price of $10 per share.

~~Nexia’s~~With ~~report with~~ respect to ~~our~~NSW EL 7301, under the ~~financial~~Tenement ~~statements~~Interest ~~for~~Option, Newco will have the ~~fiscal~~right ~~year~~to ~~ended~~earn ~~June~~a 12.5% interest of by identifying a JORC compliant inferred resource of 100 million tons of economic grade bauxite on that tenement within 12 months of October 30, ~~2008~~2009, and ~~did~~purchasing ~~not~~A$3 ~~contain~~million anof shares of commons stock of Volcan Holdings at a ~~adverse~~purchase ~~opinion~~price orof A$10 per share. Newco has the right to earn a ~~disclaimer~~further 12.5% by identifying a JORC compliant inferred resource of ~~opinion~~300 million tons of economic grade bauxite on that tenement within 12 months of October 30, 2009, and purchasing ~~was~~an ~~not~~additional ~~qualified~~A$3 ormillion ~~modified~~of asshares of common stock of Volcan toHoldings ~~uncertainty,~~at ~~audit~~a ~~scope~~purchase orprice ~~accounting~~of ~~principles~~A$10 per share.

~~During~~Under the ~~fiscal~~Agreement, ~~years~~each ~~ended~~of ~~June 30,~~Volcan ~~2008~~Australia and ~~June~~MPS ~~30,~~has ~~2009~~agreed ~~and~~to ~~through~~cause ~~October~~Newco 1,to ~~2009,~~enter ~~there~~into ~~have~~an ~~been no~~exclusive ~~disagreements~~management agreement with ~~Nexia~~Australian onGemstone ~~any~~Mining ~~matter~~Pty Ltd (“AGM”), an affiliate of ~~accounting~~Sholom ~~principles~~Feldman orand ~~practices~~Pnina Feldman, for the provision of geological ~~financial~~and ~~statement~~project ~~disclosure~~management orservices ~~auditing~~by ~~scope~~AGM orfor ~~procedure,~~all ~~which~~projects associated with the ~~disagreements~~tenements ifheld ~~not~~by ~~resolved~~Volcan toAustralia at cost as approved by the ~~satisfaction~~board of ~~Nexia~~Newco, plus ~~would~~a ~~have~~15% ~~caused Nexia~~management tofee, ~~make~~for ~~reference~~a ~~thereto~~minimum inof ~~its~~24 ~~reports~~months onfrom ~~the~~October ~~financial~~31, ~~statements~~2009 ~~for~~and thereafter for such ~~periods~~time that this agreement remains in effect.

~~There~~Following ~~have~~execution ~~been~~of nothis ~~reportable events~~Agreement, asVolcan ~~defined~~Australia byand ~~Item~~MPS ~~304(~~formed a~~)(1)(v)~~ ofnew ~~Regulation~~company ~~S-K,~~in ~~during~~New ~~the~~South ~~fiscal~~Wales ~~quarters~~to serve as ~~ended~~Newco ~~September~~entitled 30Plateau Bauxite Limited (“PBL”). Moreover, ~~2008~~in November 2009, ~~December~~MPS 31helped PBL raise A$1,550,000 ~~2008~~from investors in Australia in a private placement and ~~March~~on 31November 19, 2009 ~~and~~, PBL purchased the ~~through~~above ~~October~~described 1,Tenement ~~2009~~Interest Option. PBL intends to try to list on the Australian Securities Exchange in 2010.

~~We provided Nexia with a copy of the~~Item ~~above~~9.01 Financial ~~disclosure~~Statements and ~~requested a letter from Nexia stating whether or not Nexia agrees with this disclosure~~Exhibits. ~~A copy of the letter received us is attached hereto as Exhibit 16.1.~~

New Independent Registered Public Accounting Firm

On October 1, 2009, we appointed Li & Company, PC (“Li”) as our new independent registered public accounting firm, to perform auditing services commencing with the fiscal year ending June 30, 2009.

During the fiscal years ended June 30, 2008 and June 30, 2009 and through October 1, 2009, neither we nor anyone acting on our behalf had consulted with Li regarding either: (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on our financial statements; or (ii) any matter that was either the subject of a disagreement (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to that Item) or a reportable event (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
16.1		Letter from Nexia Court & Co., Chartered Accountants, dated October 1, 2009.
10.1		Letter Agreement, dated October 30, 2009, between Volcan Australia Corporation Pty Ltd and Martin Place Securities Pty Limited

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Company Name
	VOLCAN HOLDINGS, INC.
Dated: October 1, 2009	By:	/s/ Pnina Feldman
Dated: January 14, 2010	By:	/s/ Pnina Feldman
		Name: Pnina Feldman
		Title: President and Chief Executive Officer
		Title: President

EXHIBIT INDEX

Exhibit Number		Description
16.1		Letter from Nexia Court & Co., Chartered Accountants, dated October 1, 2009.

Filing Compare · Volcan Holdings, Inc.