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): November 29, 2010
RESOURCE
HOLDINGS, INC.
(Exact
name of registrant as specified in Charter)
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Nevada
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000-53334
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26-2809162
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(State
of incorporation)
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(Commission
File No.)
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(IRS
Employee Identification No.)
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11753
Willard Avenue
Tustin,
CA 92782
(Address
of Principal Executive Offices)
(714)
832-3249
(Issuer
Telephone number)
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):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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Effective
November 29, 2010, Jeff A. Hanks resigned from his position as Chief Financial
Officer and as a director of Resource Holdings, Inc. (the “Company”). Mr.
Hanks’ resignation was not the result of any disagreements with the Company
regarding its operations, policies, or practices.
On
November 29, 2010, the Board of Directors of the Company appointed Dean S.
Skupen, age 50, to serve as the Company’s Chief Financial Officer and as a
member of the Board of Directors of the Company.
Mr.
Skupen has over 20 years of auditing and financial reporting experience gained
from working at various international and regional accounting
firms. Prior to joining the Company, Mr. Skupen served as a principal
and business advisor at Marcum Stonefield LLP, a California-based accounting
firm with offices in California and Hong Kong, from November 2000 until August
2010, where he provided auditing and consulting services to public companies and
to entrepreneurial companies transitioning from privately held to publicly held
in diverse industries. Mr. Skupen graduated from the University of
Southern California with a Bachelor of Science degree in
Accounting. In addition, Mr. Skupen is licensed as a Certified Public
Accountant in the State of California and is a member of both the American
Institute of Certified Public Accountants and the California Society of
Certified Public Accountants.
In
connection with his appointment, Mr. Skupen entered into a entered into a
one-year non-exclusive Consulting Agreement with the Company, dated November 29,
2010 (the “Consulting Agreement”). Pursuant to the Consulting
Agreement, Mr. Skupen is entitled to receive (i) a monthly consulting fee of
$2,000, (ii) a $1,000 preparation fee for each Annual Report on Form 10-K or
Quarterly Report on Form 10-Q of the Company completed on a timely basis, and
(iii) stock options to purchase 250,000 shares of the Company’s common stock at
an exercise price of $0.001 per share, upon entering into the Consulting
Agreement. One half of the stock options vest at the end of the first year of
the term and the other half of the stock options vest at the end of the second
year of the term. The Consulting Agreement is automatically renewable
for successive one-year terms unless cancelled by either party not less than
ninety (90) days before the end of the then current term. In
addition, Mr. Skupen will not be required to provide services to the Company on
a full-time basis under the Consulting Agreement and he may engage in other
activities provided that such activities do not interfere with the performance
of his duties under the Consulting Agreement. The Consulting Agreement also
contains customary provisions regarding non-competition, non-disclosure of
proprietary information and assignment of inventions.
There are
no family relationships between Mr. Skupen and any director, executive officer,
or person nominated or chosen to become a director or executive officer of the
Company. Mr. Skupen does not have a direct or indirect material
interest in any transaction or arrangement in which the Company is a participant
other than in connection with his consulting services as described in this
report.
The above
description of the Consulting Agreement is qualified in its entirety by
reference to the full text of the Consulting Agreement, a copy of which is filed
as Exhibit 10.1 to this Current Report on Form 8-K and the contents of which are
incorporated by reference herein.
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Item
9.01
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Financial
Statements and Exhibits.
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(d)
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Exhibits. The
following exhibits are furnished
herewith:
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Exhibit
No.
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Document
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10.1
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Consulting
Agreement, dated November 29, 2010, by and between Resource Holdings Inc.
and Dean Skupen.
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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.
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Resource
Holdings, Inc.
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By:
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/s/
Michael Campbell
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Michael
Campbell
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Chief
Executive Officer and President
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Dated: December
3, 2010