SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 5(d) of the
Securities
Exchange Act of 1934
Date of
report (Date of earliest event reported): July 7, 2010
RESOURCE
HOLDINGS, INC.
(Exact
name of registrant as specified in Charter)
Nevada
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000-53334
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26-2809162
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(State
of incorporation)
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(Commission
File No.)
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(IRS
Employee Identification No.)
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11753
Willard Avenue
Tustin,
CA 92782
(Address
of Principal Executive Offices)
(714)
832-3249
(Issuer
Telephone number)
N/A
(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
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Forward-Looking
Statements
Some of the statements in this Current
Report on Form 8-K are forward-looking statements that involve risks and
uncertainties. These forward-looking statements include statements
about Resource Holdings, Inc.’s plans,
objectives, expectations, intentions and assumptions that are not statements of
historical fact. You can identify these statements by words such as
"may," "will,” "should," "estimates," "plans," "expects," "believes," "intends"
or similar expressions. Resource Holdings, Inc. (the “Company”) cannot guarantee
its future results, performance or achievements. The Company’s actual results
and the timing of corporate events may differ significantly from the
expectations discussed in the forward-looking statements. You are cautioned not
to place undue reliance on any forward-looking statements. Potential risks and
uncertainties that could affect the Company’s future operating results include,
but are not limited to, the risks identified and discussed from time to time in
the Company’s filings with the Securities and Exchange Commission.
Item 7.01 Regulation FD
Disclosure
As previously disclosed, the focus of
the Company’s business plan has been to provide equipment and working capital to
high-growth companies in the oil and gas industry, initially in
Brazil. The Company intends to establish joint ventures with
established companies with long-term oil and gas drilling contracts and to
invest equipment, of which the Company will retain ownership, and working
capital into such joint ventures in exchange for a percentage of the profits
from those companies. The board of directors of the Company has
decided to expand the focus of the Company’s business to include similar
investments in the mining sector.
The Company has determined that most of
the small-to-medium sized gold mining operations in the Mato Grosso region of
Brazil 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.
The Company believes there is an
opportunity to provide these mining operations with modern, advanced recovery
and reprocessing equipment that can quickly increase their production by
50%-150%. For providing the equipment and working capital, the Company believes
it can receive from 40% up to 90% of the profits generated from a mining
operation’s increased gold production.
The Company has developed a simple,
highly-scalable, low-cost, low-risk, high-return, processing and recovery
strategy for exploiting established gold mining operations. The Company has a
three-phase plan for increasing gold production with these operations that
includes:
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·
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Phase
I: Provide a turn-key Tailings Reprocessing Plant (TRP) that can recover
on average, up to 50 kilos of gold per month from a mining operation’s
tailings ponds.
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·
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Phase
II: Provide a Mill Upgrade for the mining operation’s first-pass process
that can increase recovery from less than 35% up to 80% on current
production.
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·
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Phase
III: Provide additional excavators, trucks and processing plants to double
or triple overall mining volume.
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Over the last nine months, management
of the Company has been in Brazil meeting with numerous mining companies to
discuss its joint venture strategy and the Company now has several opportunities
that are ready for execution. The Company’s initially-planned joint
venture is with the owner of an established gold mining operation in Mato
Grosso, Brazil that produces an average of 25 kilos of gold per month. This
company is seeking technology, equipment and working capital to expand its
operations. The Company is planning to execute this first joint venture in the
next 30 days and intends to raise capital through an equity offering to fund the
required equipment and working capital.
The information in this Current Report
on Form 8-K does not constitute an offer to sell or the solicitation of an offer
to buy any securities.
The information in this Item 7.01 is
being furnished and shall not be deemed “filed” for purposes of Section 18 of
the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to
the liabilities of that section, nor shall it be deemed incorporated by
reference in any filing under the Securities Act of 1933, as amended, or the
Exchange Act, except as shall be expressly set forth in such
filing.
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.
Resource
Holdings, Inc.
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By:
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/s/
Michael Campbell
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Michael
Campbell
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Chief
Executive Officer and President
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Dated: July
7, 2010