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): ~~September~~October 1612, 2010

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 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 4.~~01. Changes~~02 Non-Reliance inon ~~Registrant’s~~Previously ~~Certifying~~Issued ~~Accountant~~Financial Statements or a Related Audit Report or Completed Interim Review.

~~Previous~~On ~~Independent~~October ~~Registered~~12, ~~Public~~2010, ~~Accounting~~the ~~Firm~~board of directors of Volcan Holdings, Inc. (“Volcan” or the “Company”) concluded that its previously issued audited consolidated financial statements as of and for the year ended June 30, 2009, and that its unaudited consolidated financial statements for each of the quarters ended September 30, 2009, December 31, 2009 and March 31, 2010 should no longer be relied upon and need to be restated.

~~Effective~~The asrestatements are due to the Company reevaluating its stage classification under “Securities Act Guide 7,” “Description of ~~September~~Property 16by Issuers Engaged or to be Engaged in Significant Mining Operations” from Exploration Stage to Development Stage under Paragraph (4) retroactive to fiscal years prior to June 30, ~~2010~~2009. The financial statements included in Volcan’s Form 10-K for the fiscal year ended June 30, ~~our~~2009, ~~Board~~and its unaudited consolidated financial statements for each of ~~Directors~~the ~~dismissed~~quarters Liended &September ~~Company~~30, PC2009, ~~(“Li~~December &31, ~~Company”)~~2009 and March 31, 2010 should, therefore, not be relied upon as ~~our~~filed. ~~independent~~In ~~registered~~addition, ~~public~~Volcan ~~accounting~~intends ~~firm~~to use this new classification in the preparation of its Form 10-K for the fiscal year ended June 30, 2010. LiCurrently, &Volcan ~~Company~~is ~~had~~not aware of any other matters that would result in additional restatements of its previously ~~been~~issued ~~engaged~~financial asstatements. Further information regarding the ~~principal~~restatements ~~accountant~~of 2009 and 2010 will be provided as such information becomes available. The Company is presently unable to ~~audit~~estimate ~~our~~the ~~financial~~materiality ~~statements~~of the classification change.

~~Li & Company~~Volcan’s ~~reports~~management, in consultation with ~~respect~~the toboard ~~our~~of ~~financial~~directors ~~statements~~of ~~for~~Volcan, ~~the~~has ~~fiscal~~discussed ~~years~~these ~~ended~~restatements ~~June~~with 30Turner, ~~2008~~Stone ~~and~~& ~~2009~~Company, ~~did~~LLP, ~~not~~its ~~contain~~independent anregistered ~~adverse~~public ~~opinion~~accounting orfirm ~~disclaimer~~engaged offor ~~opinion,~~the ~~nor~~fiscal ~~was~~year itended ~~qualified~~June or30, ~~modified~~2010 asand toLi ~~uncertainty~~& Company, ~~audit~~PC, ~~scope~~its orformer independent registered public accounting ~~principles~~firm.

~~During~~The ~~our~~restated ~~two~~consolidated ~~most~~financial ~~recent~~statements ~~fiscal~~for ~~years~~the ~~and~~year ~~through~~ended 2009 will be filed with the ~~date~~Securities ofand ~~dismissal~~Exchange Commission on ~~September~~a 16Form 10-K/A as of and for the year ended June 30, ~~2010~~2009, ~~there~~and ~~were~~the nounaudited ~~disagreements~~consolidated ~~with~~financial Listatements &for ~~Company~~each onof ~~any~~the ~~matter~~quarters ofwill ~~accounting~~be ~~principles~~filed oron ~~practices,~~a ~~financial~~Form ~~statement~~10-Q/A ~~disclosure,~~as orof ~~auditing~~and ~~scope~~for orthe ~~procedure~~three ~~which~~months ended September 30, if2009, ~~not~~a ~~resolved~~Form to10-Q/A as of and for the ~~satisfaction~~six ofmonths Liended &December ~~Company~~31, ~~would~~2009 ~~have~~and ~~caused~~a itForm to10-Q/A ~~make~~as ~~reference~~of toand for the ~~matter~~nine inmonths ~~connection~~March ~~with~~31, ~~its reports~~2010.

We had made the contents of this Current Report available to Li & Company and requested it to furnish a letter addressed to the SEC as to whether Li & Company agrees or disagrees with, or wishes to clarify our expression of, our views, or containing any additional information. A copy of Li & Company’s letter to the SEC is included as Exhibit 16.1 to this Current Report.

New Independent Registered Public Accounting Firm

On September 16, 2010, our Board of Directors appointed Turner, Stone & Company, LLP (“Turner, Stone and Company”) as our new independent registered public accounting firm to perform auditing services commencing with the fiscal year ended June 30, 2010. Turner, Stone & Company is located at 12700 Park Central Drive, Suite 1400, Dallas, Texas 75251.

During our two most recent fiscal years and the subsequent interim periods through September 16, 2010 (the date of engagement of Turner, Stone & Company), we did not consult Turner, Stone & Company 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 No.	Description of Exhibit
16.1	Letter from Li & Company, PC, dated September 16, 2010.

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.

	VOLCAN HOLDINGS, INC.
Dated: September 16, 2010	By:	/s/ Sholom Feldman
Dated: October 14, 2010	By:	/s/ Pnina Feldman
		Name: Sholom Feldman
		Name: Pnina Feldman
		Title: Treasurer and Secretary
		Title: President

EXHIBIT INDEX

Exhibit No.	Description of Exhibit
16.1	Letter from Li & Company, PC, dated September 16, 2010.

Filing Compare · Volcan Holdings, Inc.