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): ~~October~~June 3025, ~~2009~~ 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 CFR 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 1.01 Entry into a Material Definitive Agreement.

On ~~October~~ 30June 25, ~~2009~~2010, Volcan Australia Corporation Pty Ltd (“Volcan Australia”), a wholly owned subsidiary of Volcan Holdings, Inc (“Volcan Holdings”) and the title holder of all of Volcan Holdings’s 28 bauxite tenements in Eastern Australia, entered into a ~~joint~~letter ~~venture~~ agreement (the “Agreement”) with ~~Martin~~Australian ~~Place~~Gold ~~Securities~~Investments ~~Pty~~Limited ~~Ltd~~ (“~~MPS~~AGI”), a Sydney, Australia based ~~investment~~minerals ~~banking~~exploration ~~firm that focuses on the resource industry~~company. Pursuant to ~~this~~the Agreement, ~~each~~AGI ofpurchased ~~Volcan~~an ~~Holdings and MPS agreed to form a new joint venture entity (“Newco”), 50~~80% ofinterest ~~which~~in ~~shall~~five beexploration ~~owned~~licenses ~~by MPS and 50% of which shall be owned by Volcan Holdings. In addition, under this Agreement, Newco was granted~~ (the ~~right~~"Tenements") ~~to purchase~~from ~~an option to earn interests in~~ Volcan Australia’s ~~tenements by making a payment, on behalf of Volcan Australia, to the Queensland government~~ in ~~the amount~~consideration ~~of A$250,000 in satisfaction of tenement fees owed and A$250,000 to Volcan Holdings~~ for ~~general corporate purposes (the “Tenement Interest Option”).~~:

~~Under the Tenement Interest Option, Newco would have the right to earn a 10% interest in any of the 28 tenements held by Volcan Australia~~ (~~other than NSW EL 7301~~i) ~~that Newco spends at least A$500,000 on within 24 months of October 30, 2009. Once Newco has earned this 10% interest in a tenement, it will have~~ the ~~right~~issuance ~~to earn an additional 10% interest in such tenement~~ by ~~purchasing~~AGI ~~A$500,000~~to ~~of shares of common stock of~~ Volcan Holdings ~~at a purchase price~~ of ~~A$10~~65 per share within 24 months of October 30, 2009. As such, in order for Newco to acquire a 20% interest in each of Volcan Australia’s 28 tenements (other than NSW EL 7301), Newco would need to spend at least A$14 million onfully ~~the~~paid 28ordinary ~~tenements and purchase at least A$14 million of~~ shares ~~of common stock of Volcan Holdings at a purchase price of $10 per share.~~;

~~With~~(ii) ~~respect to NSW EL 7301, under~~ the ~~Tenement~~ ~~Interest~~issuance ~~Option,~~by ~~Newco~~AGI ~~will have the right~~ to earn a 12.5% interest of by identifying a JORC compliant inferred resource of 100 million tons of economic grade bauxite on that tenement within 12 months of October 30, 2009, and purchasing A$3 million of shares of commons stock of Volcan Holdings ~~at a purchase price~~ of ~~A$10~~five ~~per~~(5) ~~share.~~year ~~Newco~~options ~~has the right~~ to ~~earn~~acquire a65 ~~further 12.5% by identifying a JORC compliant inferred resource of 300~~ million ~~tons~~ of ~~economic grade~~AGI’s ~~bauxite~~fully onpaid ~~that~~ordinary ~~tenement within 12 months of October 30, 2009, and purchasing an additional A$3 million of~~ shares ~~of common stock of Volcan Holdings~~ at aan ~~purchase~~exercise price of A$100.05 per share.;

~~Under the Agreement, each of Volcan Australia and MPS has agreed to cause Newco to enter into an exclusive management agreement with Australian Gemstone Mining Pty Ltd~~ (~~“AGM”~~iii), ~~an affiliate of Sholom Feldman and Pnina Feldman, for~~ the ~~provision~~assignment ~~of geological and project management services~~ by ~~AGM~~AGI ~~for~~to ~~all projects associated with the tenements held by~~ Volcan ~~Australia~~Holdings ~~at cost as approved by the board~~ of ~~Newco, plus~~ a ~~15%~~$1.00 ~~management~~per ~~fee,~~ton ~~for~~royalty a(the ~~minimum~~"Royalty") ofon 24production ~~months~~ from ~~October~~the ~~31,~~Tenements; ~~2009~~ and ~~thereafter for such time that this agreement remains in effect.~~

~~Following execution of this Agreement, Volcan Australia and MPS formed a new company in New South Wales to serve as Newco entitled Plateau Bauxite Limited~~ (~~“PBL”~~iv)~~. Moreover,~~ inAGI ~~November~~agreeing ~~2009, MPS helped PBL raise A$1,550,000 from investors in Australia in a private placement and on November 19, 2009, PBL purchased the above described Tenement Interest Option. PBL intends~~ to ~~try~~keep ~~to list on~~ the ~~Australian~~ ~~Securities~~Tenements ~~Exchange~~ in ~~2010~~good standing.

The Royalty is payable either in U.S or Australian Dollars, depending on whichever currency is higher, and will increase on every July 1st in accordance with the Australian Consumer Price Index, commencing on July 1, 2011.

Pnina Feldman, the Chief Executive Officer, President and Chairman of the Board of Directors Volcan Holdings is a controlling shareholder of both Volcan Holdings and AGI.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
10.1		Letter Agreement, dated ~~October~~July 3025, ~~2009~~2011, between Volcan Australia Corporation Pty Ltd and ~~Martin~~Australian ~~Place~~Gold ~~Securities~~Investments ~~Pty~~ Limited

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: January 14, 2010	By:	/s/ Pnina Feldman
Dated: July 1, 2010	By:	/s/ Pnina Feldman
		Name: Pnina Feldman
		Title: President

Filing Compare · Volcan Holdings, Inc.