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): ~~April~~July 2719, 2012

SOUTHERN USA RESOURCES INC.

(Exact name of registrant as specified in its charter)

Delaware		333-143352		20-8901634
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification Number)

~~527~~765 Mountain View RdRoad Ashland, AL 36251 (Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (256) 403-6697

Atlantic Green Power Holding Company

(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 (see General Instruction A.2. below):

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 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 15.~~01 Entry~~02 Departure ~~Into~~of aDirectors ~~Material~~or ~~Definitive~~Certain ~~Agreement~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~Notes~~On ~~Offering~~July 19, 2012, Messrs. Marcus Flis and Ivan Herring were appointed as directors of Southern USA Resources Inc., a Delaware corporation (the “Company”).

OnEach ~~April~~of ~~27,~~Messrs ~~2012~~Flis ~~(the~~and ~~“Closing~~Herring ~~Date”),~~entered ~~Southern~~into ~~USA Resources, Inc.,~~ a ~~Delaware~~Director ~~corporation~~Agreement (with the “Company”), ~~entered~~a ~~into~~form ~~and~~of ~~consummated~~which ~~the~~is ~~sale~~filed toherewith ~~certain~~as ~~accredited~~Exhibit ~~investors~~10.1. ~~pursuant~~The todirectors were appointed until the ~~Subscription~~earlier ~~Agreement~~of (the ~~“Subscription~~next ~~Agreement”)~~annual ofshareholder’s ~~Secured~~meeting, ~~Convertible~~director’s ~~Promissory~~removal ~~Notes~~or ~~due~~resignation. ~~April~~Each ~~27,~~of ~~2014~~Messrs. ~~(the~~Flis ~~“Notes”)~~and inHerring ~~the~~were ~~aggregate~~awarded ~~principal~~a ~~amount~~stock grant of $1,~~920~~000,000 shares of common stock vesting over two years in equal quarterly installments of 125,000 shares.

~~The~~Marcus ~~Notes~~Flis, ~~were~~54, ~~issued~~has atserved ansince ~~original~~2008 ~~issue~~as ~~discount~~the Managing Director of ~~20%~~Royal ~~and~~Resources ~~bear~~Limited, noan ~~additional~~Australia-based ~~interest.~~company ~~The~~engaged ~~Notes~~in ~~are~~iron ~~convertible~~ore ~~into~~and ~~shares~~uranium ofexploration ~~the~~in ~~Company’s~~Australia ~~common~~and ~~stock~~United States, ~~par~~listed ~~value~~on ~~$.000001~~the ~~per~~Australian ~~share~~Stock Exchange (~~“Common~~ASX: ~~Stock”~~ROY). From 2000 to 2008, atMr. Flis served as a ~~conversion~~Director ~~price~~of Business Development of ~~$0.25~~Rio ~~per~~Tinto ~~share~~Iron Ore. ~~The~~Mr. ~~conversion~~Flis ~~price~~also iscurrently ~~subject~~serves toas ~~adjustment~~a ~~for~~Director ~~certain~~of ~~events,~~Razorback ~~including~~Iron ~~the~~Pty ~~dividends~~Ltd, ~~distributions~~a orwholly-owned ~~split~~subsidiary of ~~Common~~Royal ~~Stock~~Resources Limited, ~~the~~Non-Executive ~~Company’s~~Director ~~consolidation,~~of ~~merger~~Aldershot orResources ~~reorganization~~Ltd, ora Canadian based company focused in uranium and vanadium exploration with projects in Australia, Africa and North America, listed on the ~~event~~TSX Venture Exchange (TSX: ALZ), and as a Non-Executive Director of ~~the~~Iron ~~Company’s~~Ore ~~issuance~~NZ. Mr. Flis received his B. Sc. degree with honors from the University of ~~securities~~Adelaide atin a1980 ~~price~~and ~~lower~~his ~~than~~M. Sc. degree from the ~~per~~University ~~share~~of ~~conversion~~Utah ~~price~~in ~~then~~1985. We believe that Mr. Flis’s qualifications and his extensive business experience in ~~effect~~the mining industry provide a unique perspective for our board.

~~The~~Ivan ~~Company's~~Lee ~~obligations~~Herring, ~~under~~67, ~~the~~has ~~Subscription~~served ~~Agreement~~since 2009 as a Senior Director for Raw Materials of OHorizons LLC, a consulting and ~~the~~advisory ~~Notes~~services ~~are~~firm. ~~secured~~Since by2007, ~~all~~Mr. ~~assets~~Herring has been the co-owner and representative of Bonilla-Pedrogo LLC, a consulting and publishing company, where he has published 11 books on historic mines and mineralization in the ~~Company~~Western ~~pursuant~~United States. From 1995 to 2007, Mr. Herring worked as a ~~Security~~Professional ~~Agreement~~Fellow at General Motors Corporation, ~~dated~~World Wide Purchasing, where he handled the worldwide purchase of Base Metals (i.e. Copper, Nickel, Lead, Zinc, Tin, etc.) and Technology Metals (i.e. Rare Earths, Tantalum, Tungsten, Molybdenum, Chrome, etc.) and was Technical Advisor for the purchase of Precious Metals (i.e. Platinum, Palladium, Rhodium, etc.). He was also responsible for the sale of all metallic scrap for GM North American units and oversaw scrapping operations in South America and Asia. Since his retirement from General Motors in June, 2007, Mr. Herring has been employed as a raw material, cost management, consultant. He has worked with companies ranging in size from Fortune 25 to small, regional firms, in the design and implementation of ~~April~~hedging 27and general raw material cost management programs. Mr. Herring has a Bachelor of Science degree in Chemistry and a Bachelor of Science degree in Business Administration from the Ferris State College, ~~2012~~and a Master of Science degree in Business Administration from the Michigan State University. We believe that Mr. Herring is well suited to sit on our board based on his extensive management and business experience.

~~Registration~~Item ~~Rights~~9.01 Financial Statements and Exhibits.

Under the Subscription Agreement, the Company agreed to file a registration statement within 60 days after receipt of a written demand from the investors representing not less than 50% of the shares issuable upon conversion of the Notes (the “Conversion Shares”), and to have it declared effective within 120 days after its filing. The Company is not obligated to file such registration statement before June 18, 2012 and the total number of the demand registration statements that the Company is obligated to file is limited to one. The Company also granted to the investors unlimited piggy-back registration rights for their Conversion Shares if the Company proposes to register any of its securities under the Securities Act of 1933, as amended (the “Act”), except with respect to registration statements on Forms S-4 and S-8.

The Company will incur liquidated damages if it fails to file the registration statement or have it declared effective within a required period of time or fails to respond to the comments of the U.S. Securities and Exchange Commission within 15 business days after their receipt.

Right of First Refusal and MFN Provisions

Pursuant to the Subscription Agreement, the investors will be entitled to a right of first refusal, which will be valid for two years after the Closing Date, with respect to certain proposed sales of the Company’s securities.

The Company also agreed that if at any time while the Notes are outstanding, the Company issues its securities at a price which is less than the conversion price of the Notes, then the conversion price shall be reduced to such other lower price.

Equipment Contribution Agreement

On April 27, 2012, the Company entered into and consummated transactions pursuant to the Equipment Contribution Agreement with Charles H. Merchant, Sr. whereby Mr. Merchant contributed certain mining equipment to the Company in consideration of the issuance of 29,000,000 shares of Common Stock.

The foregoing summary does not purport to be a complete statement of the parties’ rights and obligations under the Subscription Agreement, Notes, Security Agreement, Equipment Contribution Agreement or the transactions contemplated thereby or a complete explanation of the material terms thereof. The foregoing summary is qualified in its entirety by reference to the Subscription Agreement, Note, Security Agreement, and Equipment Contribution Agreement attached hereto as Exhibits 10.1, 4.1, 10.2 and 10.3, respectively.

The issuances of the Company’s securities described herein were effectuated pursuant to the exemption from the registration requirements of the Act, provided by Section 4(2) of the Act and/or Regulation D promulgated thereunder.

Item 2.01 Completion of Acquisition or Disposition of Assets

On April 27, 2012, the Company consummated acquisition of two real estate properties of approximately 52 acres located in the Clay County, Alabama. The acquisition is part of the Company’s new business strategy of exploitation of mineral mining rights with respect to the acquired properties.

Reference is also made to Item 1.01 - “Equipment Contribution Agreement.”

Item 2.03 Creation of a Direct Financial Obligation.

Reference is made to Item 1.01.

Item 3.02 Unregistered Sales of Equity Securities.

Reference is made to Item 1.01.

Item 3.03 Material Modification to Rights of Security Holders.

On April 27, 2012, in connection with the closing of the Notes offering, the Company entered into the Third Consent and Waiver Agreement with several accredited investors, which are the holders of the notes and warrants previously issued by the Company (the “Existing Noteholders”) whereby the Existing Noteholders among others waived their right of first refusal and consented to creation of a security interest in the Company’s assets in connection with the issuance of the Notes.

The foregoing summary is qualified in its entirety by reference to the Third Consent and Waiver Agreement attached hereto as Exhibits 4.2.

Item 5.01 Change in Control of Registrant.

Reference is made to Item 1.01 - “Equipment Contribution Agreement.”

Item 8.01 Other Events.

As previously disclosed, the Company will move forward with the distribution of all of the outstanding shares of common stock of Atlantic Green Power Corporation, the Company’s wholly-owned subsidiary (“Atlantic”), to the Company’s stockholders, which will be made on a pro rata basis (the “Distribution”). The Company’s stockholders of record as of the close of business on May 7, 2012 will be entitled to receive shares of Atlantic’s common stock in the Distribution. The Distribution is expected to be made on May 14, 2012.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	~~Description~~	Description
4.1	Form of Note.
10.1		Form of Director Agreement
4.2	Form of Third Consent and Waiver.
10.1	Form of Subscription Agreement.
10.2	Form of Security Agreement.
10.3	Form of Equipment Contribution Agreement.

SIGNATURES

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

	SOUTHERN USA RESOURCES INC.
	(Registrant)

	By:	/s/ Charles Merchant, Sr.
		Charles Merchant, Sr.
		President and Chief Executive Officer

Date: ~~May~~July 324, 2012

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