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): ~~May~~June 2414, 2012

RESOURCE HOLDINGS, INC.

(Exact name of registrant as specified in Charter)

Nevada		000-53334		26-2809162
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employee 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 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):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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

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

ITEM 71.01 ~~REGULATION~~ENTRY FDINTO ~~DISCLOSURE~~A MATERIAL DEFINITIVE AGREEMENT

OnBetween ~~May~~March ~~24,~~2010 ~~2012~~and April 2011, Resource Holdings, Inc. (the “Company”) issued 10% promissory notes, ~~sent~~ aoriginally ~~letter~~due November 30, 2010, in an aggregate principal amount of $1,000,000 to various accredited investors in private placement transactions. In December 2010, June 2011, and April 2012, the Company received amendments from each of the holders of ~~its10%~~the outstanding promissory notes., Apursuant ~~copy~~to ofwhich the ~~letter~~maturity todate ~~such~~of ~~investors~~the ispromissory notes ~~attached~~outstanding ~~hereto~~at assuch ~~Exhibit~~times ~~99.1 and~~was isextended ~~incorporated~~from ~~herein~~November by30, ~~reference~~2010 ~~thereto~~to May 30, 2012.

~~The~~Between ~~information~~May ~~contained~~2011 ~~herein~~ and inJuly 2011, the ~~accompanying~~Company ~~Exhibit~~issued 10% promissory ~~99.1~~notes isdue ~~being~~April ~~furnished~~30, ~~pursuant~~2012 toin ~~"Item~~an ~~7.01.~~aggregate ~~Regulation~~principal FDamount ~~Disclosure"~~of ~~and~~$200,000. ~~shall~~In ~~not~~addition, bebetween ~~incorporated~~July by2011 ~~reference into~~and ~~any~~September of2011, the Company's issued ~~filings,~~10% ~~whether~~promissory ~~made~~notes ~~before~~due orMarch ~~after the date hereof~~28, ~~regardless~~2012 ofin ~~any~~an ~~general~~aggregate ~~incorporation~~principal ~~language in~~amount ~~such~~of ~~filing~~$300,000. ~~unless~~The ~~expressly~~promissory ~~incorporated~~notes bywere ~~specific~~issued ~~reference~~ to various ~~such~~accredited ~~filing.~~investors ~~The information~~ in ~~this~~private ~~report,~~placement ~~including Exhibit 99~~transactions.1 ~~hereto,~~On ~~shall~~April ~~not~~5, be2012, ~~deemed~~the toCompany bereceived ~~"filed"~~amendments ~~for~~from ~~purposes~~each of the ~~Section~~holders 18 of ~~the~~such ~~Securities~~promissory ~~Exchange Act of 1934~~notes, ~~as amended,~~pursuant ~~or otherwise subject~~ to which the ~~liabilities~~maturity date of ~~that~~each ~~section~~promissory ornote ~~Sections~~was 11extended ~~and~~to ~~12(a)(2)~~May ~~of the Securities Act of 1933~~30, ~~as amended~~2012.

On June 14, 2012, the Company received additional amendments (the “Note Amendments”) from each of the holders of the Company’s outstanding promissory notes, pursuant to which the maturity date of each promissory note was further extended to September 30, 2012 and the interest rates on the promissory notes was increased from 10% per annum to 15% per annum effective May 31, 2012.

The foregoing description of the Note Amendments does not purport to be complete and is qualified in its entirety by reference to the full text of the Form of Amendment No. 2, Form of Amendment No. 3 and Form of Amendment No. 4 to the promissory notes of the Company, copies of which are attached hereto as Exhibits 10.1, 10.2 and 10.3, respectively, and are incorporated herein by reference.

ITEM 2.03

CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF BALANCE SHEET ARRANGEMENT OF A REGISTRANT

The information set forth under Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.03.

ITEM 9.01

FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

	Exhibit No.		Description
	99.1		Letter to Holders of the Company’s 10% Promissory Notes, dated May 22, 2012.
	10.1		Form of Amendment No. 2 to Promissory Note of the Company.
	10.2		Form of Amendment No. 3 to Promissory Note of the Company.
	10.3		Form of Amendment No. 4 to Promissory Note of the Company.

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.

	By:	/s/ Michael Campbell
		Michael Campbell
		Chief Executive Officer and President

Dated: ~~May~~June 2415, 2012

Filing Compare · RESOURCE HOLDINGS, INC.