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): ~~June~~August 141, 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.)
(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 14.01 ~~ENTRY~~CHANGES ~~INTO~~IN AREGISTRANT'S ~~MATERIAL~~CERTIFYING ~~DEFINITIVE AGREEMENT~~ACCOUNTANT.

~~Between~~a) ~~March~~On ~~2010~~or ~~and~~about ~~April~~August ~~2011~~1, 2012, Child, Van Wagoner & Bradshaw, PLLC (“CVB”), the principal accountant for Resource Holdings, Inc. (the “Company”) ~~issued~~ceased ~~10%~~its ~~promissory~~accounting practice ~~notes,~~for ~~originally~~Securities ~~due~~and ~~November~~Exchange ~~30,~~Commission ~~2010,~~(”SEC”) inreporting ancompanies. ~~aggregate~~At ~~principal~~or ~~amount~~about ofthe $1same time,~~000,000~~ Anderson Bradshaw PLLC (“Anderson Bradshaw”) was established as a successor firm to ~~various~~CVB ~~accredited~~to ~~investors~~continue inperforming ~~private~~audits ~~placement~~for ~~transactions~~SEC reporting companies. InAs ~~December~~Anderson ~~2010,~~Bradshaw ~~June~~is ~~2011,~~viewed ~~and~~as ~~April~~a ~~2012~~separate legal entity, the Company ~~received~~dismissed CVB as its principal accountant and ~~amendments~~engaged ~~from~~Anderson ~~each~~Bradshaw, ofas the ~~holders~~Company's ofprincipal accountant for the ~~outstanding~~Company's ~~promissory~~fiscal ~~notes~~year ending December 31, ~~pursuant~~2011 toand ~~which~~2012, and the ~~maturity~~interim ~~date~~periods offor ~~the~~2012. ~~promissory notes~~The ~~outstanding~~decision atto ~~such~~change ~~times~~principal accountants was ~~extended~~approved ~~from~~by ~~November~~the ~~30,~~Board ~~2010~~of toDirectors ~~May~~of ~~30,~~the ~~2012~~Company.

~~Between~~None ~~May~~of ~~2011~~the ~~and~~reports ~~July~~of ~~2011~~CVB, on the Company's ~~issued~~financial ~~10% promissory~~statements ~~notes~~for ~~due~~either ~~April 30, 2012 in an aggregate principal amount~~ of ~~$200,000. In addition, between July 2011 and September 2011,~~ the ~~Company issued~~past ~~10%~~two ~~promissory~~years ~~notes~~or ~~due~~subsequent ~~March~~interim ~~28,~~period ~~2012~~contained in an ~~aggregate~~adverse ~~principal~~opinion ~~amount~~or disclaimer of ~~$300~~opinion,~~000.~~ ~~The~~and ~~promissory notes~~ were ~~issued to~~not ~~various~~qualified ~~accredited~~or ~~investors~~modified inas ~~private~~to ~~placement~~uncertainty, ~~transactions.~~audit Onscope ~~April~~or 5,accounting ~~2012~~principles, ~~the~~except ~~Company~~that ~~received~~CVB’s ~~amendments~~report ~~from~~on ~~each~~the ofCompany’s ~~the~~audited ~~holders~~financial ofstatements ~~such~~for ~~promissory notes, pursuant to which~~ the ~~maturity~~fiscal ~~date~~year ofended ~~each~~December ~~promissory~~31, ~~note~~2010, ~~was~~contained ~~extended~~a togoing ~~May~~concern ~~30, 2012~~paragraph.

OnIn ~~June~~connection ~~14,~~with ~~2012,~~the audits of the Company's ~~received~~financial ~~additional amendments~~statements (for the ~~“Note~~two ~~Amendments”)~~most ~~from~~recent ~~each~~fiscal ofyears and the ~~holders~~subsequent ofinterim ~~the~~period ~~Company’s~~through ~~outstanding~~August ~~promissory~~1, ~~notes~~2012, ~~pursuant~~there towere: ~~which~~(i) no disagreements between the ~~maturity~~Company ~~date~~and CVB on any matter of ~~each~~accounting ~~promissory~~principles ~~note~~or ~~was~~practices, ~~further~~financial ~~extended~~statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to ~~September~~the 30satisfaction of CVB, ~~2012~~would ~~and~~have caused CVB to make reference to the ~~interest~~subject matter ~~rates~~of the disagreement in their reports on the ~~promissory~~Company's ~~notes was~~financial ~~increased~~statements ~~from~~for ~~10%~~such ~~per~~years, ~~annum~~and to(ii) ~~15%~~no ~~per~~reportable ~~annum~~events within ~~effective~~the ~~May~~meaning ~~31,~~set ~~2012~~forth in Item 304(a)(1)(v) of Regulation S-K.

~~The~~(b) On ~~foregoing~~or ~~description~~about ofAugust 1 , 2012 the ~~Note~~Company ~~Amendments~~engaged ~~does~~Anderson ~~not~~Bradshaw ~~purport~~as its principal accountant to audit the Company's financial statements as the successor to beCVB. ~~complete~~During ~~and~~the isCompany's ~~qualified~~two inmost ~~its~~recent ~~entirety~~fiscal byyears ~~reference~~or tothe subsequent interim period, the ~~full~~Company has ~~text~~not ofconsulted with Anderson Bradshaw regarding (i) the ~~Form~~application of ~~Amendment~~accounting ~~No.~~principles 2to a specified transaction, ~~Form~~either completed or proposed, or the type of ~~Amendment No.~~audit 3opinion that might be rendered on the Company's financial statements, and ~~Form~~Anderson Bradshaw ofdid ~~Amendment~~not ~~No.~~provide 4either a written report or oral advice to the ~~promissory~~Company ~~notes~~that ofwas ~~the~~an important factor considered by the Company in reaching a decision as to any accounting, ~~copies~~auditing, ofor ~~which~~financial ~~are~~reporting ~~attached~~issue; ~~hereto~~or as(ii) ~~Exhibits~~the ~~10.1~~subject of any disagreement, ~~10.2~~as defined in Item 304 (a)(1)(iv) of Regulation S-K and ~~10.3,~~the ~~respectively~~related instructions, or ~~and~~a ~~are~~reportable ~~incorporated~~event ~~herein~~within bythe ~~reference~~meaning set forth in Item 304(a)(1)(v) of Regulation S-K .

~~ITEM~~The ~~2.03~~Company ~~CREATION~~has OFfurnished ACVB ~~DIRECT~~with ~~FINANCIAL~~a ~~OBLIGATION~~copy ORof ANthe ~~OBLIGATION~~foregoing ~~UNDER~~disclosure and ANrequested ~~OFF~~that ~~BALANCE~~CVB ~~SHEET~~furnish ~~ARRANGEMENT~~it OFwith a letter addressed to the SEC, stating whether it agrees with the statements made by the Company herein and, if not, stating the respects in which it does not agree. A ~~REGISTRANT~~copy of the letter is filed as Exhibit 16.1 to this Current Report on Form 8-K.

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
	10.1		Form of Amendment No. 2 to Promissory Note of the Company.
	16.1		Letter from Child, Van Wagoner & Bradshaw, PLLC dated August 3 , 2012.
	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: ~~June~~August 153, 2012

Filing Compare · RESOURCE HOLDINGS, INC.