UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549~~

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~~

~~April~~Pursuant ~~10,~~to ~~2012~~Section 13 or 15(d) of the Securities Exchange Act of 1934

July 10, 2012

Date of Report (Date of earliest event reported)

MAINLAND RESOURCES, INC.

~~NEVADA~~ (~~State~~Exact orname ~~other jurisdiction~~ of ~~incorporation)~~registrant ~~000-52782~~as ~~(Commission~~specified ~~File~~in ~~Number)~~its ~~90-0335743 (IRS Employer Identification No.~~charter)

21 Waterway Avenue, Suite 300 The Woodlands, Texas (Address of principal executive offices) 77380 (Zip Code)

NEVADA		000-52782		90-0335743
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

(281)-469-5990

21 Waterway Avenue, Suite 300 The Woodlands, Texas		77070
(Address of principal executive offices)		(Zip Code)

(281) -469-5990

Registrant's telephone number, including area code

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K 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))

SECTION 3. SECURITIES AND TRADING MARKETS

Item 3.02 Unregistered Sales of Equity Securities

OnThe ~~April~~Board ~~10,~~of ~~2012,~~Directors of Mainland Resources, Inc., a corporation organized under the laws of the State of Nevada (the "“Company"”), ~~completed~~pursuant ~~its~~to ~~recently~~unanimous ~~reported~~adoption ~~(March~~of ~~28,~~consent ~~2012)~~resolutions ~~Purchase~~of ~~and~~the ~~Sale~~Board ~~Agreement~~of Directors (the "~~Agreement~~Board of Directors Consent Resolutions") ~~with~~dated ~~Westrock~~effective ~~Land~~as ~~Corporation~~of July 10, 2012 (the "~~Westrock~~Effective Date"), ~~pursuant~~approved toand ~~which~~authorized the ~~Company~~settlement ~~has~~of ~~now~~an ~~acquired~~aggregate ~~certain~~$773,626 ~~oil~~(the ~~and~~"Debt") ~~gas~~in ~~properties~~current indebtedness of the Company due and ~~assets,~~owing ~~located~~to ineight certain creditors (the ~~State~~"Creditors"). ofThe ~~Texas~~Company owed the aggregate $773,626 ~~from~~to ~~Westrock~~the Creditors, inwhich ~~consideration~~was associated with expenses incurred and/or services rendered. The Board of Directors authorized the ~~issuance~~settlement ~~from~~of ~~treasury~~the Debt by the ~~Company~~issuance of 25an aggregate 5,~~000~~157,~~000~~500 shares of restricted common stock, of the Company at a$0.15 ~~deemed~~per ~~issuance~~share ~~price~~effective as of July 10, 2012. The Company's shares of common stock were previously trading on the OTC Bulletin Board at approximately $0.2507 ~~per~~from ~~share~~July 1, 2012 through July 5, 2012 and at $0.15 from July 6, 2012 through the Effective Date. The aggregate 5,157,500 shares of restricted common stock were issued to ~~Westrock~~the eight Creditors as of the Effective Date.

The ~~Company~~settlement ~~relied~~of onthe anDebt ~~exemption~~was ~~from~~made ~~the~~to ~~registration~~two ~~requirements~~United ~~under~~States Creditors in reliance on Section 4(2) of the Securities Act of 1933, as amended, ~~pursuant~~(the "Securities Act") and to six non-United States Creditors in reliance on Rule ~~506~~903 of Regulation DS promulgated under the Securities Act. The securities issued in the settlement of the Debt have not been registered under the Securities Act or under any state securities laws and/ may not be offered or ~~Section~~sold ~~4(2)~~without registration with the United States Securities and Exchange Commission or an applicable exemption from the registration requirements. There were no finders' fees or commissions payable by the Company upon the successful completion of the settlement of the Debt.

~~Item~~Of ~~8.01 Other~~the ~~Events~~Debt settled, an aggregate of $529,626 was settled for 3,530,640 shares of restricted common stock of the Company relating to amounts due and owing either directly or indirectly to to the benefit of officers and or directors of the Company.

OnAs ~~April~~of ~~11, 2012, Mainland Resources, Inc. (~~the ~~"Company")~~date ~~issued~~of athis ~~press~~Current ~~release~~Report, ~~announcing that it has purchased from~~ the ~~owner,~~total ~~all~~number ~~rights,~~of ~~title~~shares ~~and~~of ~~interest~~common instock ~~and~~issued ~~to approximately 5,000 net acres of oil~~ and ~~gas~~outstanding ~~leases~~is ~~located in Mississippi~~38,254,450.

ASECTION ~~copy~~9 of- ~~the~~FINANCIAL ~~press~~STATEMENTS ~~release~~AND ~~is included as Exhibit 99.1 hereto.~~EXHIBITS

~~Item~~ITEM 9.01 ~~Financial~~ FINANCIAL ~~Statements~~STATEMENTS ~~and~~AND ~~Exhibits~~EXHIBITS

~~Exhibits~~(a) Financial Statements of Business Acquired.

Exhibit Number	Description
99.1	Press release of Mainland Resources, Inc. dated April 11, 2012*

Not applicable.

* Included(b) ~~herewith~~Pro forma Financial Information.

Not applicable.

(d) Exhibits.

Not applicable.

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.

MAINLAND RESOURCES, INC. DATE: April 12, 2012 By: /s/ William D. Thomas William D. Thomas Chief Financial Officer/Treasurer

		MAINLAND RESOURCES, INC.

DATE: July 11, 2012	By:	/s/ William Thomas
		William Thomas
		Chief Financial Officer

__________

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