UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, D.C. 20549

___________

FORM 8-K

___________

CURRENT REPORT

~~Pursuant~~PURSUANT TO toSECTION ~~Section~~ 13 orOR 15(dD) ofOF ~~the Securities Exchange Act of 1934~~THE

~~Date~~SECURITIES EXCHANGE ofACT ~~Report~~OF ~~(Date of earliest event reported): June 29, 2006~~1934

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): May 29, 2007

ALLIANCE RECOVERY CORPORATION

(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

DELAWARE	000-~~51917~~50868	30-0077338
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employee Identification No.)
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)	(COMMISSION FILE NO.)	(IRS EMPLOYEE IDENTIFICATION NO.)

#390-1285 N. Telegraph Road, Monroe, Michigan	48162-3368
(Address of principal executive offices)	(Zip Code)

#390-1285 N. Telegraph Road

~~Registrant’s telephone number~~Monroe, Michigan ~~including area code: (519) 671~~48162-~~0417~~3368

~~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~~ADDRESS OF ~~General~~PRINCIPAL ~~Instruction~~EXECUTIVE ~~A.2. below~~OFFICES):

~~o Written communications pursuant to Rule 425 under the Securities Act~~ (~~17 CFR 230.425~~519) 671-0417

~~o Soliciting material pursuant to Rule 14a-12 under the Exchange Act~~ (17ISSUER TELEPHONE ~~CFR 240.14a-12~~NUMBER)

~~o Pre-commencement communications pursuant to Rule 14d-2~~(b)FORMER NAME ~~under~~AND ~~the Exchange Act (17 CFR 240.14d-2(b~~ADDRESS))

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

~~ITEM~~FORWARD LOOKING ~~8.01 OTHER INFORMATION~~STATEMENTS

This At Form 8-K and other reports filed by Registrant from time to time with the ~~Company's request, Resource International Ltd.~~ Securities and Exchange Commission (collectively the "~~Resource~~Filings") ~~prepared~~ ~~an estimate of~~contain ~~value~~or ofmay ~~the Company based on the~~contain ~~Company's~~ forward ~~balance~~looking ~~sheet~~statements and information~~, pro~~ ~~forma~~that ~~cash~~are ~~projections, use~~based ofupon ~~funds~~beliefs of, and information currently available to, Registrant's management as well as ~~other~~estimates and ~~information~~assumptions ~~contained~~made ~~in the~~by ~~Company~~Registrant's ~~registration~~management. ~~statement,~~When asused ~~amended,~~in ~~filed~~the onfilings ~~Form~~the words ~~SB-2~~"anticipate", ~~(the~~"believe", "~~Registration~~estimate", ~~Statement~~"~~). In~~expect", ~~addition~~"future", ~~Resource~~ ~~prepared~~"intend", a"plan" or the negative of these terms and similar ~~estimate~~ inexpressions ~~2002, however~~as itthey ~~provided~~relate anto Registrant ~~updated estimate~~or ~~based~~Registrant's onmanagement ~~changes~~identify inforward looking statements. Such statements reflect the ~~general business operation model~~current view of ~~the Company~~Registrant aswith ~~reflected~~respect into ~~the~~future ~~Registration Statement, as~~events and ~~well~~are assubject ~~changes~~to inrisks, ~~economic~~uncertainties, ~~factors~~assumptions and ~~marketplace~~other factors. relating to ~~(See~~Registrant's ~~Exhibit~~industry, Registrant's operations and results of operations 99 and any businesses that may be acquired by Registrant.1 –Should ~~Estimate~~one or more of ~~Valuation~~these risks ~~Letter~~or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from ~~Resource~~those anticipated, ~~International~~ believed, ~~Ltd~~estimated, expected, intended or planned.)

InAlthough the ~~order~~Registrant tobelieves ~~provide~~that the ~~estimate,~~expectations ~~the~~reflected ~~Company~~in ~~provided~~the ~~Resource~~forward ~~with~~looking statements ~~best~~are ~~and~~reasonable, ~~worst~~Registrant ~~case~~cannot ~~cash~~guarantee ~~flow~~future ~~scenarios.~~results, ~~In turn~~levels of activity, ~~Resource~~performance ~~provided~~or ~~an estimated value for each case~~achievements. ~~The~~Except ~~Company~~as ~~employed~~required aby ~~conservative~~applicable ~~approach when estimating its revenue stream under both scenarios. Specifically~~law, including the ~~Company~~securities ~~discounted~~laws ~~all~~of ~~projected~~the ~~revenues~~United ~~by 20%. Furthermore~~States, ~~the~~Registrant ~~unit~~does ~~price~~not ~~for~~intend to ~~various~~update ~~commodities~~any ~~generating~~of ~~revenue for~~ the ~~Company~~forward-looking ~~was~~statements ~~estimated~~to atconform orthese ~~below~~statements to actual ~~the market rates~~results.

ITEM ~~In preparing its valuation, Resource made various assumptions with regard to the construction of our facilities and the timeframe in which each facility would begin generating revenue~~ 1. ~~In addition, Resource assumed that all funding would be equity based Based on~~01 ENTRY ~~these assumptions and~~ INTO ~~the~~A ~~sum~~MATERIAL ofDEFINITIVE the discounted cash and terminal value of the Company (which was calculated in a year of stable growth, in this case - year 6), the total estimated value for a range of growth rates is as follows: Best-case scenario - $194,000,000 - 236,000,000; and, Worst-case scenario: $94,000,000 - $116,000,000.AGREEMENT

On In May 29, ~~connection~~2007, we entered into an Investment Agreement with ~~its~~Dutchess Private Equities ~~analysis~~Fund, ~~Resource~~Ltd. ~~has~~(the ~~provided~~“Investor”). aPursuant ~~declaration~~to asthis Agreement, the Investor shall commit to ~~its~~purchase ~~independence~~up to $20,000,000 of our common stock over the course of thirty-six (36) months. The amount that we shall be entitled to request from each purchase (“Puts”) shall be equal to, at our election, either (i) up to $250,000 or (ii) 200% of the ~~Company~~average asdaily ~~well~~volume as(U.S. market only) of the common stock for the three (3) trading days prior to the applicable put notice date, multiplied by the average of the three (3) daily closing bid prices immediately preceding the put date. The put date shall be the date that the Investor receives a ~~"Statement~~put notice of a draw down by us. The purchase price shall be set at ninety-three percent (94%) of ~~Qualifications"~~the ~~detailing~~lowest closing bid price of the ~~its~~common stock ~~background~~during ~~and~~the ~~expertise~~pricing period. The pricing period shall be the five (~~see~~5) ~~Exhibit~~ consecutive 99trading days immediately after the put notice date.2 There are put restrictions applied on days between the put date and the closing date with respect to that particular Put. During this time, we shall not be entitled to deliver another put notice. Further, we shall reserve the right to withdraw that portion of the Put that is below seventy-five percent (75%) of the lowest closing bid prices for the 10-trading day period immediately preceding each put notice.

We are obligated to file a registration statement with the Securities and Exchange Commission (“SEC”) covering 15,000,000 shares of the common stock underlying the Investment Agreement within 30 days after the closing date. In addition, we are obligated to use all commercially reasonable efforts to have the registration statement declared effective by the SEC within 90 days after the closing date. We shall have an ongoing obligation to register additional shares of our common stock as necessary underlying the draw downs.

ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES

See Item 1.01 above.

We claim an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Act”) for the private placement of these securities pursuant to Section 4(2) of the Act and/or Rule 506 of Regulation D promulgated thereunder since, among other things, the transaction does not involve a public offering, the Investor is an “accredited investor” and/or qualified institutional buyer, the Investor has access to information about the Company and its investment, the Investor will take the securities for investment and not resale, and the Company is taking appropriate measures to restrict the transfer of the securities.

ITEM 9.01 FINANCIAL STATEMENT AND EXHIBITS.

(a) Financial Statements of Business Acquired.

~~None~~N/A

(b) Pro Forma Financial Information.

~~None~~N/A

	Exhibit Number	Description
Exhibit No.		Description
	99.1	Estimate of Valuation Letter from Resource International Ltd.
10.1		Investment Agreement dated May 29, 2007, by and between the Company and Dutchess Private Equities Fund, Ltd.
	99.2	Resource International, Ltd. Declaration of Independence and Statement of Qualifications
10.2		Registration Rights Agreement dated May 29, 2007, by and between the Company and Dutchess Private Equities Fund, Ltd.

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.

	ALLIANCE RECOVERY CORPORATION
Dated: June 29, 2006	By:	/s/ Peter Vaisler
		Peter Vaisler
		President


	ALLIANCE RECOVERY CORPORATION

	By:	/s/ Peter Vaisler
		Peter Vaisler
		President and Chief Executive Officer

Dated: May 29, 2007

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