UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
DC  20549





Form
10-K/A


(Amendment
No. 1)





(Mark
one)


x Annual Report Under Section 13 or
15(d) of The Securities Exchange Act of 1934





For the fiscal year ended December 31,
2009





 ̈ Transition Report Under Section 13 or
15(d) of The Securities Exchange Act of 1934





For the transition period from
______________ to _____________





Commission
File Number: 000-53334





Resource
Holdings, Inc.


( f/k/a
SMSA El Paso II Acquisition Corp.)





(Exact
Name of Registrant as Specified in Its Charter)


Nevada
                    
                    
                    26-2809162(State
      of Incorporation)
                    (I.
      R. S.  Employer ID
Number)


11753 Willard Avenue,
Tustin, CA. 92782


(Address
of Principal Executive Offices)





(714)
832-3249


(Registrant’s
Telephone Number)





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





Securities
registered pursuant to Section 12 (b) of the Act - None


Securities
registered pursuant to Section 12(g) of the Act: - Common Stock - $0.001 par
value





Indicate
by check mark if the registrant is a well known seasoned issuer, as defined in
Rule 405 of the Securities Act.


Yes
       ̈
            No
      x





Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Exchange Act.  Yes  ̈No x





Indicate
by check mark whether the registrant has (1) filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or
for such shorter period the Company was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.  
Yes xNo  ̈





Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding
12 months (or for such shorter period that the registrant was required to submit
and post files).  Yes  ̈    No
 ̈





Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of the registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.   ̈





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.  See the definitions of “large accelerated filer”,
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act. (Check one):


Large
      accelerated filer
               ̈
              Accelerated
      filer
              oNon-accelerated
      filer
               ̈
              Smaller
      reporting company
              x





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act):


YesxNo





The
aggregate market value of voting and non-voting common equity held by
non-affiliates as of June 30, 2009 was approximately $ -0-.  The
registrant had issued and outstanding 23,443,754 shares of its common stock on
April 8, 2010.





Indicate
by check mark whether the registrant has filed all documents and reports
required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act
of 1934 subsequent to the distribution of securities under a plan confirmed by a
court. x Yes
 ̈
No







EXPLANATORY
NOTE




The
purpose of this Amendment No. 1 on Form 10-K/A to Resource Holdings, Inc’s
(formerly SMSA El Paso II Acquisition Corp.) annual report on Form 10-K for the
year ended December 31, 2009, filed with the Securities and Exchange Commission
on April 12, 2010 (the “initial filing”), is to amend the initial filing to
restate the financial statements for the year ended December 31, 2009 to reflect
the fact that certain expenses originally reported in the first quarter of 2010
should have been reported in 2009.




This Form
10-K/A speaks as of the original filing date of the Form 10-K, does not reflect
events that may have occurred subsequent to the original filing date, and does
not modify or update in any way the disclosures made in the initial
filing.


ii




Resource
Holdings, Inc.


( f/k/a
SMSA El Paso II Acquisition Corp.)


Form
10-K for the year ended December 31, 2009





Index
to Contents





Page NumberPart
      IIItem
      7
              Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
              2Item
      8
              Financial
      Statements and Supplementary Data
              F-1Part IVItem
      15
              Exhibits
      and Financial Statement Schedules
              3Signatures
              3


1





PART
II





Item
      7.
            Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations.





Results
of Operations





The Company had no revenue for either
of the years ended December 31, 2009 or 2008.




General
and administrative expenses for the years ended December 31, 2009 and 2008 were
approximately $375,074 and $11,977, respectively.  These expenses were
directly related to the maintenance of the corporate entity and the preparation
and filing of periodic reports pursuant to the Exchange Act.  Of the increase in general and administrative expenses
in 2009, $250,000 was attributed to advisory fees paid to Halter Financial
Group, L.P. pursuant to a one year advisory
agreement.  Legal and accounting
fees incurred by the Company in connection with the acquisition of a controlling
interest in the Company by Michael Campbell and the related filings with the
Securities and Exchange Commission accounted for the balance of the increase.
  It is
anticipated that future general and administrative expenditures in 2010 will
range from approximately $350,000 to $450,000 due to increased periodic
reporting requirements, the continued development of the Company’s business plan
and the costs associated with entering into joint venture arrangements. Upon
entering into joint venture arrangements and thereby securing drilling
contracts, it is anticipated that the Company’s expenses will increase
significantly.


The Company does not expect to generate
any meaningful revenue or incur operating expenses for purposes other than
fulfilling the obligations of a reporting company under the Exchange Act unless
and until such time that the Company begins meaningful operations.





During
the year ended December 31, 2009 the Company recorded an impairment loss of
$9,000.





Liquidity
and Capital Resources





The
Company has financed its operations to date primarily through private placements
of equity securities.   During March 2010, the Company issued
1,093,750 shares of common stock to various investors in connection with
promissory notes in the amount of $350,000.  This inflow of cash is
expected to be used by the Company primarily to locate and research potential
joint venture partners and establish potential joint ventures in South
America.


2


Item
      8.
            Financial
      Statements and Supplementary Data.





Resource
Holdings, Inc.


( f/k/a
SMSA El Paso II Acquisition Corp.)


(a
development stage company)





Contents





PageReport
      of Registered Independent Certified Public Accounting
Firms
                    F-2Financial
      StatementsBalance
      Sheets as of December 31, 2009 and 2008
                    F-4Statement
      of Operations and Comprehensive Loss for years ended December 31, 2009 and
      2008 and for the period from August 1, 2007 (date of bankruptcy
      settlement) through December 31, 2009 (reorganized
company)
                    F-5Statement
      of Changes in Stockholders' Equity for the period from August 1, 2007
      (date of bankruptcy settlement) through December 31, 2009 (reorganized
      company)
                    F-6Statement
      of Cash Flows for years ended December 31, 2009 and 2008 and for the
      period from August 1, 2007 (date of bankruptcy settlement) through
      December 31, 2009 (reorganized company)
                    F-7Notes
      to Financial Statements
                    F-8


F-1





LETTERHEAD OF S. W.
HATFIELD, CPA





REPORT OF REGISTERED
INDEPENDENT CERTIFIED PUBLIC ACCOUNTING FIRM





Board of
Directors and Stockholders
 Resource
Holdings, Inc.
 (formerly
SMSA El Paso II Acquisition Corp.)
 
 
 We have
audited the accompanying balance sheet of Resource Holdings, Inc. (formerly SMSA
El Paso II Acquisition Corp.) (a Nevada corporation and a development stage
company) as of December 31, 2008 and the related statements of operations and
comprehensive loss, changes in stockholders' equity and cash flows for the year
then ended.  These financial statements are the sole responsibility of
the Company's management.  Our responsibility is to express an opinion
on these financial statements based on our audits.
 
 We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  The
Company is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting.  Our audit included
consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of the Company’s
internal control over financial reporting.  Accordingly, we express no
such opinion.  An audit also includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation.  We believe
that our audit provides a reasonable basis for our opinion.
 
 In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Resource Holdings, Inc. (formerly
SMSA El Paso II Acquisition Corp.) (a development stage company) as of December
31, 2008 and the results of its operations and cash flows for the year then
ended, in conformity with generally accepted accounting principles generally
accepted in the United States of America.
 
 The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern.  As discussed in Note D to the
financial statements, the Company has no viable operations or significant assets
and is dependent upon significant stockholders to provide sufficient working
capital to maintain the integrity of the corporate entity.  These
circumstances create substantial doubt about the Company's ability to continue
as a going concern and are discussed in Note D.  The financial
statements do not contain any adjustments that might result from the outcome of
these uncertainties.


/s/ S. W. Hatfield,
    CPAS.
      W. HATFIELD, CPA


Dallas,
Texas


February
24, 2009


F-2






REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

              
              Officers
      and Directors
              Resource
      Holdings, Inc.
              
              We
      have audited the accompanying balance sheet of Resource Holdings,
      Inc.  ( a Nevada
      development  stage  company) as of December 31, 2009,
      and the related  statements of operations and comprehensive
      loss,  changes in  stockholders’ deficit, and cash
      flows for the  year ended December 31,
      2009.   These financial statements are the responsibility
      of the Company’s management.  Our responsibility is to express
      an opinion on these financial statements based on our audit.
              
              We
      conducted our audit in accordance with the standards of the Public Company
      Accounting Oversight Board (United States of America).  Those
      standards require that we plan and perform the audit to obtain reasonable
      assurance about whether the financial statements are free of material
      misstatement. The company is
      not required to have, nor were we engaged to perform, an audit of its
      internal control over financial reporting. Our audit included
      consideration of internal control over financial reporting as a basis for
      designing audit procedures that are appropriate in the circumstances, but
      not for the purpose of expressing an opinion on the effectiveness of the
      company’s internal control over financial reporting. Accordingly, we
      express no such opinion. An audit also includes examining, on a test
      basis, evidence supporting the amounts and disclosures in the financial
      statements, assessing the accounting principles used and significant
      estimates made by management, as well as evaluating the overall financial
      statement presentation.We believe that our audit
      provides a reasonable basis for our opinion.
              
              In
      our opinion, the financial statements referred to above present fairly, in
      all material respects, the financial position of Resource Holdings,
      Inc.  as of December 31, 2009, and the results of its
      operations, and its cash flows for the year ended December  31,
      2009, in conformity with accounting principles generally accepted in the
      United States of America.
              
              The
      financial statements have been prepared assuming that the Company will
      continue as a going concern. As discussed in Note D to the financial
      statements, the Company has cash flow constraints, an accumulated deficit,
      and has suffered recurring losses from operations. These factors, among
      others, raise substantial doubt about the Company's ability to continue as
      a going concern. Management's plans in regard to these matters are also
      described in Note D. The consolidated financial statements do not include
      any adjustments that might result from the outcome of this
      uncertainty.
              
              As
      described in Note L, the Company discovered a material error in its
      presentation of its 2009 financial statements.  However, the
      Company has restated the 2009 financial statements to reflect the
      correction of this error.
              
              
              /s/Child,
      Van Wagoner & Bradshaw, PLLC
              Child,
      Van Wagoner & Bradshaw, PLLC
              Certified
      Public Accountants
              Salt
      Lake City, Utah
              September
      3, 2010










F-3


Resource
Holdings, Inc.


( f/k/a
SMSA El Paso II Acquisition Corp.)


(a
development stage company)


Balance
Sheets


December
31, 2009 and 2008





RestatedDecember 31,
                                        
                                        
                                        December 31,2009
                                        
                                        
                                        2008ASSETSCurrent
      AssetsCash
      on hand and in bank
                                        
                                        $
                                        -
                                        
                                        
                                        $
                                        -Other
      AssetsDeferred
      Offering Costs
                                        
                                        
                                        23,775
                                        
                                        
                                        
                                        -Total
      Assets
                                        
                                        $
                                        23,775
                                        
                                        
                                        $
                                        -LIABILITIES
      AND STOCKHOLDERS' EQUITY (DEFICIT)Current
      LiabilitiesTrade
      accounts payable
                                        
                                        $
                                        106,694
                                        
                                        
                                        $
                                        -Contract
      payable to stockholder - trade
                                        
                                        
                                        250,000
                                        
                                        
                                        
                                        -Working
      capital advances from stockholder
                                        
                                        
                                        -
                                        
                                        
                                        
                                        10,977Total
      Liabilities
                                        
                                        
                                        356,694
                                        
                                        
                                        
                                        10,977Commitments
      and ContingenciesStockholders'
      Equity (Deficit)Preferred
      stock - $0.001 par value10,000,000
      shares authorized.None
      issued and outstanding
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -Common
      stock - $0.001 par value.100,000,000
      shares authorized.22,000,004
      and 500,004 shares issued and outstanding
                                        
                                        
                                        22,000
                                        
                                        
                                        
                                        500Additional
      paid-in capital
                                        
                                        
                                        41,132
                                        
                                        
                                        
                                        500Deficit
      accumulated during the development stage
                                        
                                        
                                        (396,051
                                        )
                                        
                                        
                                        (11,977
                                        )Total
      Stockholders' Equity (Deficit)
                                        
                                        
                                        (332,919
                                        )
                                        
                                        
                                        (10,977
                                        )Total
      Liabilities and Stockholders’ Equity (Deficit)
                                        
                                        $
                                        23,775
                                        
                                        
                                        $
                                        -


F-4


Resource
Holdings, Inc.


( f/k/a
SMSA El Paso II Acquisition Corp.)


(a
development stage company)


Statements
of Operations and Comprehensive Income (Loss)


Years
ended December 31, 2009 and 2008 and


Period
from August 1, 2007 (date of bankruptcy settlement) through December 31,
2009





(Unaudited)Period fromAugust 1, 2007(date ofbankruptcy(Restated)
                
                
                
                
                
                settlement)Year ended
                
                
                Year ended
                
                
                throughDecember 31,
                
                
                December 31,
                
                
                December 31,2009
                
                
                2008
                
                
                2009Revenues
                
                $
                -
                
                
                $
                -
                
                
                $
                -Operating
      expensesReorganization
      costs
                
                
                -
                
                
                
                3,581
                
                
                
                3,581Professional
      fees
                
                
                371,124
                
                
                
                7,683
                
                
                
                378,807Other
      general and administrative costs
                
                
                3,950
                
                
                
                713
                
                
                
                4,663Total
      operating expenses
                
                
                375,074
                
                
                
                11,977
                
                
                
                387,051Loss
      from operations
                
                
                (375,074
                )
                
                
                (11,977
                )
                
                
                (387,051
                )Other
      income (loss)Impairment
      of goodwill from acquisition of Trans Global Operations.
    Inc.
                
                
                (9,000
                )
                
                
                -
                
                
                
                (9,000
                )Loss
      before provision for income taxes
                
                
                (384,074
                )
                
                
                (11,977
                )
                
                
                (396,051
                )Provision
      for income taxes
                
                
                -
                
                
                
                -
                
                
                
                -Net
      Income (Loss)
                
                
                (384,074
                )
                
                
                (11,977
                )
                
                
                (396,051
                )Other
      comprehensive income
                
                
                -
                
                
                
                -
                
                
                
                -Comprehensive
      Income (Loss)
                
                $
                (384,074
                )
                
                $
                (11,977
                )
                
                $
                (396,051
                )Loss
      per weighted-average share of common stock outstanding, computed on net
      loss - basic and fully diluted
                
                $
                (0.08
                )
                
                $
                (0.02
                )Weighted-average
      number of shares of common stock outstanding - basic and fully
      diluted
                
                
                4,918,037
                
                
                
                500,004


F-5


Resource
Holdings, Inc.


( f/k/a
SMSA El Paso II Acquisition Corp.)


(a
development stage company)


Statement
of Changes in Stockholders’ Equity (Deficit)


Period
from August 1, 2007 (date of bankruptcy settlement) through December 31,
2009





DeficitaccumulatedAdditional
                  
                  
                  during theCommon Stock
                  
                  
                  paid-in
                  
                  
                  developmentShares
                  
                  
                  Amount
                  
                  
                  capital
                  
                  
                  stage
                  
                  
                  TotalStock
      issued pursuant to plan of reorganization at bankruptcy settlement date on
      August 1, 2007
                  
                  
                  500,004
                  
                  
                  $
                  500
                  
                  
                  $
                  500
                  
                  
                  $
                  -
                  
                  
                  $
                  1,000Net
      loss for the period from August 1, 2007 (date of bankruptcy settlement) to
      December 31, 2007
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Balances at December 31, 2007
      (Unaudited)
                  
                  
                  500,004
                  
                  
                  
                  500
                  
                  
                  
                  500
                  
                  
                  
                  -
                  
                  
                  
                  1,000Net
      loss for the year
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (11,977
                  )
                  
                  
                  (11,977
                  )Balances
      at December 31, 2008
                  
                  
                  500,004
                  
                  
                  
                  500
                  
                  
                  
                  500
                  
                  
                  
                  (11,977
                  )
                  
                  
                  (10,977
                  )Stock
      issued in Share Exchange Agreement with Trans Global Operations, Inc. on
      August 10, 2009
                  
                  
                  4,500,000
                  
                  
                  
                  4,500
                  
                  
                  
                  4,500
                  
                  
                  
                  -
                  
                  
                  
                  9,000Sale
      of common stock pursuant to Securities Purchase Agreement on November 5,
      2009
                  
                  
                  20,000,000
                  
                  
                  
                  20,000
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  20,000Surrender
      of common stock by former controlling stockholder on November 5,
      2009
                  
                  
                  (3,000,000
                  )
                  
                  
                  (3,000
                  )
                  
                  
                  (3,000
                  )
                  
                  
                  -
                  
                  
                  
                  (6,000
                  )Working
      capital loans forgiven by stockholder on November 5, 2009
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  39,132
                  
                  
                  
                  -
                  
                  
                  
                  39,132Net
      loss for the year
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (384,074
                  )
                  
                  
                  (384,074
                  )Balances
      at December 31, 2009
                  
                  
                  22,000,004
                  
                  
                  $
                  22,000
                  
                  
                  $
                  41,132
                  
                  
                  $
                  (396,051
                  )
                  
                  $
                  (332,919
                  )


F-6


Resource
Holdings, Inc.


( f/k/a
SMSA El Paso II Acquisition Corp.)


(a
development stage company)


Statement
of Cash Flows


Years
ended December 31, 2009 and 2008 and


Period
from August 1, 2007 (date of bankruptcy settlement) through December 31,
2009


(Unaudited)Period fromAugust 1, 2007(date ofbankruptcy(Restated)
                      
                      
                      
                      
                      
                      settlement)Year ended
                      
                      
                      Year ended
                      
                      
                      throughDecember 31,
                      
                      
                      December 31,
                      
                      
                      December 31,2009
                      
                      
                      2008
                      
                      
                      2009Cash
      Flows from Operating ActivitiesNet
      income (loss) for the period
                      
                      $
                      (384,074
                      )
                      
                      $
                      (11,977
                      )
                      
                      $
                      (396,051
                      )Adjustments
      to reconcile net loss to net cash used by operating
      activities:Impairment
      of goodwill from acquisition of Trans Global Operations,
    Inc.
                      
                      
                      9,000
                      
                      
                      
                      -
                      
                      
                      
                      9,000Increase
      in contract payable to stockholder
                      
                      
                      250,000
                      
                      
                      
                      -
                      
                      
                      
                      250,000Change
      in trade accounts payable
                      
                      
                      82,919
                      
                      
                      
                      -
                      
                      
                      
                      82,919Net
      cash used in operating activities
                      
                      
                      (42,155
                      )
                      
                      
                      (11,977
                      )
                      
                      
                      (54,132
                      )Cash
      Flows from Investing Activities
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -Cash
      Flows from Financing ActivitiesSale
      of common stock
                      
                      
                      20,000
                      
                      
                      
                      -
                      
                      
                      
                      20,000Cash
      funded from bankruptcy trust
                      
                      
                      -
                      
                      
                      
                      1,000
                      
                      
                      
                      1,000Cash
      advanced for working capital by former controlling
    stockholder
                      
                      
                      42,155
                      
                      
                      
                      10,977
                      
                      
                      
                      53,132Cash
      repaid to former controlling stockholder
                      
                      
                      (20,000
                      )
                      
                      
                      -
                      
                      
                      
                      (20,000
                      )Net
      cash provided by financing activities
                      
                      
                      42,155
                      
                      
                      
                      11,977
                      
                      
                      
                      54,132Net
      Increase in Cash
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -Cash
      at beginning of period
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -Cash
      at end of period
                      
                      $
                      -
                      
                      
                      $
                      -
                      
                      
                      $
                      -Supplemental
      Disclosure of Interest and Income Taxes PaidInterest
      paid during the period
                      
                      $
                      -
                      
                      
                      $
                      -
                      
                      
                      $
                      -Income
      taxes paid during the period
                      
                      $
                      -
                      
                      
                      $
                      -
                      
                      
                      $
                      -Supplemental
      Disclosure of Non-Cash Investing and Financing ActivitiesWorking
      capital loans forgiven by stockholder as contributed
    capital
                      
                      $
                      39,132
                      
                      
                      $
                      -
                      
                      
                      $
                      39,132Surrender of common stock
                      
                      
                      (6,000
                      )
                      
                      
                      -
                      
                      
                      
                      (6,000
                      )Stock issued in share exchange
      agreement
                      
                      
                      9,000
                      
                      
                      
                      -
                      
                      
                      
                      9,000Deferred
      Offering Costs in accounts payable
                      
                      $
                      23,775
                      
                      
                      $
                      -
                      
                      
                      $
                      23,775


F-7





Resource
Holdings, Inc.


( f/k/a
SMSA El Paso II Acquisition Corp.)


(a
development stage company)


Notes to
Financial Statements


December
31, 2009 and 2008





Note
A - Background and Description of Business





SMSA El
Paso II Acquisition Corp. (Company) was organized on May 21, 2008 as a Nevada
corporation to affect the bankruptcy court’s ordered reincorporation of Senior
Management Services of El Paso Coronado, Inc. (Predecessor Company), a Texas
corporation, mandated by the plan of reorganization discussed below.  On
June 11, 2010 the name was changed to Resource Holdings, Inc.





The
Company’s emergence from Chapter 11 of Title 11 of the United States Code on
August 1, 2007, which was effective on August 10, 2007, created the combination
of a change in majority ownership and voting control - that is, loss of control
by the then-existing stockholders, a court-approved reorganization, and a
reliable measure of the entity’s fair value - resulting in a fresh start,
creating, in substance, a new reporting entity.  Accordingly, the Company,
post bankruptcy, has no significant assets, liabilities or operating
activities.  Therefore, the Company, as a new reporting entity, qualifies
as a “development stage enterprise” as defined in Development Stage Entities
topic of the FASB Accounting Standards Codification and a shell company as
defined in Rule 405 under the Securities Act of 1933 (Securities Act), and Rule
12b-2 under the Securities Exchange Act of 1934 (Exchange Act).





On August
10, 2009, the Company entered into a Share Exchange Agreement, (the “Share
Exchange Agreement”), with Trans Global Operations, Inc., a Delaware corporation
(“TGO”), and all of the shareholders of TGO.  Pursuant to the Share
Exchange Agreement, the stockholders of TGO transferred 100% of the issued and
outstanding shares of the capital stock of TGO in exchange for 4,500,000 newly
issued shares of the Company’s common stock that, in the aggregate, constituted
approximately 90% of the Company’s issued and outstanding capital stock on a
fully-diluted basis as of and immediately after the consummation of such
exchange.  As a result of this transaction, 5,000,004 shares of the
Company’s common stock is currently issued and outstanding.





TGO was
organized on August 10, 2009 as a Delaware corporation and was formed to seek
and identify a privately-held operating company desiring to become a publicly
held company with access to United States capital markets by combining with us
through a reverse merger or acquisition transaction.





On
November 5, 2009, the Company entered into a Securities Purchase Agreement
(Purchase Agreement) with Michael Campbell whereby Mr. Campbell purchased from
the Company an aggregate of 20,000,000 shares of restricted, unregistered common
stock.   Additionally, on the same date, the Company entered into a
Contribution Agreement between the Company, Mr. Campbell and Gerard Pascale, the
Company’s then-current sole officer, director and controlling shareholder,
pursuant to which Mr. Pascale surrendered 3,000,000 shares of the common stock
then owned by him to the Company at no cost to the Company to induce Mr.
Campbell to enter into the Purchase Agreement.





The
Company’s business plan, subsequent to the November 5, 2009 transaction, is to
acquire and employ, in the marketplace, oil, gas and mineral drilling rigs and
well servicing equipment.  Management believes that, initially, the Company
will be able to acquire said rigs and related equipment at discount prices
relative to their historical market values and employ them under long-term
service contracts with national and independent oil companies located in South
America that pay profitable day-rates.


F-8


Resource
Holdings, Inc.


( f/k/a
SMSA El Paso II Acquisition Corp.)


(a
development stage company)


Notes to
Financial Statements


December
31, 2009 and 2008





Note
B - Reorganization Under Chapter 11 of the U. S. Bankruptcy Code





On
January 17, 2007, Senior Management Services of El Paso Coronado, Inc. and its
affiliated companies (collectively “SMS Companies” or “Debtors”) filed a
petition for reorganization under Chapter 11 of the United States Bankruptcy
Code.  During the three years prior to filing the reorganization petition,
SMS Companies operated a chain of skilled nursing homes in Texas, which prior to
the bankruptcy proceedings consisted of a total of 14 separate nursing
facilities, ranging in size from approximately 114 beds to 325 beds.  In
the aggregate, SMS Companies provided care to approximately 1,600 resident
patients and employed over 1,400 employees.  A significant portion of the
SMS Companies’ cash flow was provided by patients covered by Medicare and
Medicaid.  The SMS Companies’ facilities provided round-the-clock care for
the health, well-being, safety and medical needs of its patients.  The
administrative and operational oversight of the nursing facilities was provided
by an affiliated management company located in Arlington, Texas.  In 2005,
SMS Companies obtained a secured credit facility from a financial
institution.  The credit facility eventually was comprised of an $8.3
million term loan and a revolving loan of up to $15 million which was utilized
for working capital and to finance the purchase of the real  property on
which two of its nursing care facilities operated.





By late
2006, SMS Companies were in an "overadvance" position, whereby the amount of
funds extended by the lender exceeded the amount of collateral eligible to be
borrowed under the credit facility.  Beginning in September 2006, SMS
Companies entered into the first of a series of forbearance agreements whereby
the lender agreed to forebear from declaring the financing in default provided
SMS Companies obtained a commitment from a new lender to refinance and
restructure the credit  facility.





The SMS
Companies were unsuccessful in obtaining a commitment from a new lender and, on
January 5, 2007, the lender declared SMS Companies in default and commenced
foreclosure and collection proceedings.  On January 9, 2007, the lender
agreed to provide an additional $1.7 million to fund payroll and permit a
controlled transaction to bankruptcy.  Subsequently, on January 17, 2007,
the SMS Companies filed a petition for reorganization under Chapter 11 of the
Bankruptcy Code.





Under
Chapter 11, certain claims against the Debtors in existence prior to the filing
of the petitions for relief under Federal Bankruptcy Laws are stayed while the
Debtors continue to operate their businesses as debtors-in-possession under the
jurisdiction of the Bankruptcy Court and in accordance with the applicable
provisions of the Bankruptcy Code and the orders of the Bankruptcy Court. 
These claims were reflected in the Company’s balance sheets as “Liabilities
Subject to Compromise” through the settlement date.  Additional claims
(liabilities subject to compromise) may arise subsequent to the petition date
resulting from the rejection of executory contracts, including leases, and from
the determination of the court (or agreed to by parties in interest) of allowed
claims for contingencies and other disputed amounts.





The First
Amended, Modified Chapter 11 Plan, (the “Plan”) as presented by SMS Companies
and their creditors was approved by the United States Bankruptcy Court, Northern
District of Texas - Dallas Division on August 1, 2007.  The Plan, which
contemplates the Company entering into a reverse merger transaction, provided
that certain identified claimants as well as unsecured creditors, in accordance
with the allocation provisions of the Plan of Reorganization, and the Company’s
new controlling stockholder would receive “new” shares of the Company’s
post-reorganization common stock, pursuant to Section 1145(a) of the Bankruptcy
Code.  As a result of the Plan’s approval, all liens, security interests,
encumbrances and other interests, as defined in the Plan of Reorganization,
attach to the creditor’s trust.  Specific injunctions prohibit any of these
claims from being asserted against the Company prior to the contemplated reverse
merger.




F-9




Resource
Holdings, Inc.
 ( f/k/a
SMSA El Paso II Acquisition Corp.)
 (a
development stage company)
 Notes to
Financial Statements
 December
31, 2009 and 2008


All
assets, liabilities and other claims, including “Allowed Administrative Claims”
which arise in the processing of the bankruptcy proceedings, against the Company
and its affiliated entities were combined into a single creditor’s trust for the
purpose of distribution of funds to creditors.  Each of the individual SMS
Companies entities otherwise remained separate corporate entities.  From
the commencement of the bankruptcy proceedings through August 1, 2007 (the
confirmation date of the plan of reorganization), all secured claims and/or
administrative claims during this period were satisfied through either direct
payment or negotiation.





Pursuant
to the confirmation order, if the Company did not consummate a business
combination prior to August 10, 2009, as mandated in the Plan of Reorganization,
the Plan Shares would be deemed canceled, the pre-merger or acquisition
injunction provisions of the confirmation order, as they pertain to the Company,
would be deemed dissolved and no discharge would be granted to the Company, all
without further order of the bankruptcy court. The Company believes it satisfied
this conditions as a result of the share exchange transaction with TGO and it
therefore filed a Certificate of Compliance with the bankruptcy court on August
11, 2009.





The
Company’s Plan of Reorganization was confirmed by the Bankruptcy Court on August
1, 2007 and became effective on August 10, 2007.  It was determined that
the Company’s reorganization value computed immediately before August 1, 2007,
the confirmation date of the Plan of Reorganization, was approximately $1,000,
which consisted of the following:





Current
      assets to be transferred to the post-confirmation entity
                    
                    $
                    1,000Fair
      market value of property and equipment
                    
                    
                    -Deposits
      with vendors and other assets transferredto
      the post-confirmation entity
                    
                    
                    -Reorganization
      value
                    
                    $
                    1,000





Pursuant
to the Plan of Reorganization, all of the operations of the Company were
transferred to a combined creditor’s trust and, as approved by the Bankruptcy
Court, a completely new entity was formed for purposes of completing the
aforementioned reverse merger transaction.  The Company adopted fresh-start
reporting because the holders of existing voting shares immediately before
filing and confirmation of the Plan received less than 50.0% of the voting
shares of the emerging entity and its reorganization value is not greater than
its postpetition liabilities and allowed claims, as shown below:





Postpetition
      current liabilities
                  
                  $
                  -Liabilities
      deferred pursuant to Chapter 11 proceeding
                  
                  
                  -“New”
      common stock issued upon reorganization
                  
                  
                  1,000Total
      postpetition liabilities and allowed claims
                  
                  
                  1,000Reorganization
      value
                  
                  
                  (1,000
                  )Excess
      of liabilities over reorganization value
                  
                  $
                  -





The
reorganization value of the Company was determined in consideration of several
factors and by reliance on various valuation methods, including discounting cash
flow and price/earnings and other applicable ratios.  The factors
considered by the Company included the following:





•
            Forecasted
      operating and cash flows results which gave effect to the estimated impact
      of




F-10




Resource
Holdings, Inc.
 ( f/k/a
SMSA El Paso II Acquisition Corp.)
 (a
development stage company)
 Notes to
Financial Statements
 December
31, 2009 and 2008


-Corporate
restructuring and other operating program changes


-Limitations
on the use of available net operating loss carryforwards and other tax
attributes resulting from the Plan of Reorganization and other
events


•
            The
      discounted residual value at the end of the forecast period based on
      capitalized cash flows for the last year of that
  period.


•
            Market
      share and position


•
            Competition
      and general economic conditions


•
            Projected
      sales growth


•
            Potential
      profitability


•
            Seasonality
      and working capital requirements





After
consideration of the Company’s debt capacity and other capital structure
considerations, such as industry norms, projected earnings to fixed charges,
projected earnings before interest and projected free cash flow to debt service
and other applicable ratios, management determined that the Company’s
reorganization capital structure should be as follows:





Common
      Stock (500,004 “new” shares to be issued at $0.001 par
    value)
                  
                  $
                  500Additional
      paid-in capital
                  
                  
                  500Total
      reorganized capital structure
                  
                  $
                  1,000





As
previously discussed, the cancellation of all existing shares outstanding at the
date of the bankruptcy filing and the issuance of all “new” shares of the
reorganized entity caused an issuance of shares of common stock and a related
change of control of the Company with more than 50.0% of the “new” shares being
held by persons and/or entities which were not pre-bankruptcy
stockholders.  Accordingly, per the Reorganization topic of the FASB
Accounting Standards Codification, the Company adopted “fresh-start” accounting
as of the bankruptcy discharge date whereby all continuing assets and
liabilities of the Company were restated to the fair market value.  The
Reorganization topic further states that fresh start financial statements
prepared by entities emerging from bankruptcy will not be comparable with those
prepared before their plans were confirmed because they are, in fact, those of a
new entity.  For accounting purposes, the Company adopted fresh start
accounting in accordance with the Codification as of August 1, 2007, the
confirmation date of the Plan.  The following accounting entries and
condensed balance sheet illustrate the financial effect of implementing the
Company’s Plan and the adoption of fresh start reporting as of the approval of
the Plan by the Bankruptcy Court on August 1, 2007.





Entries to record debt
      discharge
                
                Debit
                
                
                CreditLiabilities
      subject to compromise
                
                $
                1,107,487Cash
                
                
                
                
                
                $
                1,120Accounts
      receivable - trade and other
                
                
                
                
                
                
                202,564Prepaid
      expenses and other assets
                
                
                
                
                
                
                17,190Property
      and equipment
                
                
                
                
                
                
                376,784Accumulated
      depreciation
                
                
                136,220Gain
      on debt discharge
                
                
                
                
                
                
                646,049





F-11




Resource
Holdings, Inc.
 ( f/k/a
SMSA El Paso II Acquisition Corp.)
 (a
development stage company)
 Notes to
Financial Statements
 December
31, 2009 and 2008


Entries to record cancellation of “old” stock and
      issuance of “new” stock
                
                Debit
                
                
                CreditCommon
      stock - old
                
                $
                10Additional
      paid-in capital
                
                
                490Common
      stock - new
                
                
                
                
                
                $
                500




Entries
      to record the adoption of fresh-start reporting and to eliminate the
      deficitCash
      due from bankruptcy creditor’s trust
                              
                              $
                              1,000Accumulated
      deficit
                              
                              
                              
                              
                              
                              $
                              1,000





The
effect of the Plan of Reorganization on the Company’s balance sheet at August 1,
2007, is as follows:


Adjustments to record confirmation of PlanJuly 31, 2007
                
                
                
                
                
                
                
                
                
                
                
                August 1, 2007ReorganizedPre-
                
                
                Debt
                
                
                Exchange of
                
                
                Fresh
                
                
                BalanceConfirmation
                
                
                discharge
                
                
                stock
                
                
                start
                
                
                SheetCash
      on hand and in bank
                
                $
                1,120
                
                
                $
                (1,120
                )
                
                $
                -
                
                
                $
                1,000
                
                
                $
                1,000Accounts
      receivable
                
                
                202,564
                
                
                
                (202,564
                )
                
                
                -
                
                
                
                -
                
                
                
                -Prepaid
      expenses and other assets
                
                
                17,190
                
                
                
                (17,190
                )
                
                
                -
                
                
                
                -
                
                
                
                -Total
      current assets
                
                
                220,874
                
                
                
                (220,874
                )
                
                
                -
                
                
                
                1,000
                
                
                
                1,000Property
      and equipment
                
                
                376,784
                
                
                
                (376,784
                )
                
                
                -
                
                
                
                -
                
                
                
                -Accumulated
      depreciation
                
                
                (136,220
                )
                
                
                136,220
                
                
                
                -
                
                
                
                -
                
                
                
                -Net
      property and equipment
                
                
                240,564
                
                
                
                (240,564
                )
                
                
                -
                
                
                
                -
                
                
                
                -Total
      Assets
                
                $
                461,438
                
                
                $
                (461,438
                )
                
                $
                -
                
                
                $
                1,000
                
                
                $
                1,000


Adjustments to record confirmation of PlanJuly 31, 2007
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  August 1, 2007ReorganizedPre-
                  
                  
                  Debt
                  
                  
                  Exchange of
                  
                  
                  Fresh
                  
                  
                  BalanceConfirmation
                  
                  
                  discharge
                  
                  
                  stock
                  
                  
                  start
                  
                  
                  SheetLiabilities
      subject to compromise
                  
                  $
                  1,107,487
                  
                  
                  $
                  (1,107,487
                  )
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -Stockholders’
      equity (deficit)Common
      stock - new
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  500
                  
                  
                  
                  -
                  
                  
                  
                  500Common
      stock - old
                  
                  
                  10
                  
                  
                  
                  -
                  
                  
                  
                  (10
                  )
                  
                  
                  -
                  
                  
                  
                  -Additional
      paid-in capital
                  
                  
                  990
                  
                  
                  
                  -
                  
                  
                  
                  (490
                  )
                  
                  
                  -
                  
                  
                  
                  500Accumulated
      deficit
                  
                  
                  (647,049
                  )
                  
                  
                  646,049
                  
                  
                  
                  -
                  
                  
                  
                  1,000
                  
                  
                  
                  -Total
      stockholders’ deficit
                  
                  
                  (646,049
                  )
                  
                  
                  646,049
                  
                  
                  
                  -
                  
                  
                  
                  1,000
                  
                  
                  
                  1,000Total
      Liabilities andStockholders’
      Equity
                  
                  $
                  461,438
                  
                  
                  $
                  (461,438
                  )
                  
                  $
                  -
                  
                  
                  $
                  1,000
                  
                  
                  $
                  1,000





As of
August 1, 2007, in accordance with the Plan of Reorganization, the only asset of
the Company was approximately $1,000 in cash transferred from the bankruptcy
creditor’s trust.





F-12




Resource
Holdings, Inc.
 ( f/k/a
SMSA El Paso II Acquisition Corp.)
 (a
development stage company)
 Notes to
Financial Statements
 December
31, 2009 and 2008


Note
C - Preparation of Financial Statements





The
Company follows the accrual basis of accounting in accordance with generally
accepted accounting principles and has established a year-end for accounting
purposes of December 31.





The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period.  Actual results could differ from those
estimates.





Management
further acknowledges that it is solely responsible for adopting sound accounting
practices, establishing and maintaining a system of internal accounting control
and preventing and detecting fraud.  The Company’s system of internal
accounting control is designed to assure, among other items, that 1) recorded
transactions are valid; 2) valid transactions are recorded; and 3) transactions
are recorded in the proper period in a timely manner to produce financial
statements which present fairly the financial condition, results of operations
and cash flows of the Company for the respective periods being
presented.




Note
D - Going Concern Uncertainty





The
Company’s business plan, subsequent to the November 5, 2009 transaction, is to
acquire and employ in the marketplace oil, gas and mineral drilling rigs and
well servicing equipment.  Management believes that initially the Company
will be able to acquire rigs and related equipment at discount prices relative
to their historical market values and employ them under long-term service
contracts with national and independent oil companies located in South America
that pay profitable day-rates.  However, at the present time, the Company
has no sustainable operations or assets.  Because of these factors, the
Company’s auditors have issued an audit opinion on the Company’s financial
statements which includes a statement describing the Company’s going concern
status.  This means, in the auditor’s opinion, substantial doubt about the
Company’s ability to continue as a going concern exists at the date of their
opinion.





The
Company's continued existence is dependent upon its ability to generate
sufficient cash flows from operations to support its daily operations as well as
provide sufficient resources to retire existing liabilities and obligations on a
timely basis.  Further, the Company faces considerable risk in its business
plan and a potential shortfall of funding due to the Company’s inability to
raise capital in the equity securities market.  If no additional operating
capital is received during the next twelve months, the Company will be forced to
rely on existing cash in the bank and additional funds loaned by management
and/or significant stockholders.





The
Company may become dependent upon additional external sources of financing;
including being dependent upon its management and/or significant stockholders to
provide sufficient working capital in excess of the Company’s initial
capitalization to preserve the integrity of the corporate entity.





The
Company anticipates offering future sales of equity securities.  However,
there is no assurance that the Company will be able to obtain additional funding
through the sales of additional equity securities or, that such funding, if
available, will be obtained on terms favorable to or affordable by the
Company.




F-13




Resource
Holdings, Inc.
 ( f/k/a
SMSA El Paso II Acquisition Corp.)
 (a
development stage company)
 Notes to
Financial Statements
 December
31, 2009 and 2008


The
Company’s certificate of incorporation authorizes the issuance of up to
10,000,000 shares of preferred stock and 100,000,000 shares of common
stock.  The Company’s ability to issue preferred stock may limit the
Company’s ability to obtain debt or equity financing as well as impede potential
takeover of the Company, which takeover may be in the best interest of
stockholders.  The Company’s ability to issue these authorized but unissued
securities may also negatively impact the Company’s ability to raise additional
capital through the sale of the Company’s debt or equity
securities.





If
necessary, it is the intent of management and significant stockholders to
provide sufficient working capital necessary to support and preserve the
integrity of the corporate entity.  However, no formal commitments or
arrangements to advance or loan funds to the Company or repay any such advances
or loans exist.  There is no legal obligation for either management or
significant stockholders to provide additional future funding.





In such a
restricted cash flow scenario, the Company would be unable to complete its
business plan steps, and would, instead, delay all cash intensive
activities.  Without necessary cash flow, the Company may become dormant
during the next twelve months, or until such time as necessary funds could be
raised in the equity securities market.





While the
Company is of the opinion that good faith estimates of the Company’s ability to
secure additional capital in the future to reach its goals have been made, there
is no guarantee that the Company will receive sufficient funding to sustain
operations or implement any future business plan steps.





Note
E - Summary of Significant Accounting Policies





1.
            Cash and cash
      equivalents





The
Company considers all cash on hand and in banks, certificates of deposit and
other highly-liquid investments with maturities of three months or less, when
purchased, to be cash and cash equivalents.





2.
            Reorganization
      costs





The
Company has adopted the provisions required by the Start-Up Activities topic of
the FASB Accounting Standards Codification whereby all costs incurred with the
incorporation and reorganization, post-bankruptcy, of the Company were charged
to operations as incurred.





3.
            Income
      taxes





The
Company files income tax returns in the United States of America and various
states, as appropriate and applicable.  As a result of the Company’s
bankruptcy action, the Company is no longer subject to U.S. federal, state and
local, as applicable, income tax examinations by regulatory taxing authorities
for any period prior to August 1, 2007.  The Company does not anticipate
any examinations of returns filed for periods ending after August 1,
2007.





The
Company uses the asset and liability method of accounting for income
taxes.  At December 31, 2009 and 2008, respectively, the deferred tax asset
and deferred tax liability accounts, as recorded when material to the financial
statements, are entirely the result of temporary differences.  Temporary
differences generally represent differences in the recognition of assets and
liabilities for tax and financial reporting purposes, primarily accumulated
depreciation and amortization, allowance for doubtful accounts and vacation
accruals.




F-14




Resource
Holdings, Inc.
 ( f/k/a
SMSA El Paso II Acquisition Corp.)
 (a
development stage company)
 Notes to
Financial Statements
 December
31, 2009 and 2008


The
Company has adopted the provisions required by the Income Taxes topic of the
FASB Accounting Standards Codification.  The Codification Topic requires
the recognition of potential liabilities as a result of management’s acceptance
of potentially uncertain positions for income tax treatment on a
“more-likely-than-not” probability of an assessment upon examination by a
respective taxing authority.  As a result of the implementation of
Codification’s Income Tax Topic, the Company did not incur any liability for
unrecognized tax benefits.





4.
            Income (Loss) per
      share





Basic
earnings (loss) per share is computed by dividing the net income (loss)
available to common stockholders by the weighted-average number of common shares
outstanding during the respective period presented in the Company’s accompanying
financial statements.





Fully
diluted earnings (loss) per share is computed similar to basic income (loss) per
share except that the denominator is increased to include the number of common
stock equivalents (primarily outstanding options and warrants).





Common
stock equivalents represent the dilutive effect of the assumed exercise of the
outstanding stock options and warrants, using the treasury stock method, at
either the beginning of the respective period presented or the date of issuance,
whichever is later, and only if the common stock equivalents are considered
dilutive based upon the Company’s net income (loss) position at the calculation
date.





As of
December 31, 2009 and 2008, and subsequent thereto, the Company had no
outstanding stock warrants, options or convertible securities which could be
considered as dilutive for purposes of the loss per share
calculation.





5.
            Recent Accounting
      Pronouncements





The
Company does not expect the adoption of recently issued accounting
pronouncements to have a significant impact on the Company’s results of
operations, financial position or cash flows.





Note
F - Fair Value of Financial Instruments





The
carrying amount of cash, accounts receivable, accounts payable and notes
payable, as applicable, approximates fair value due to the short term nature of
these items and/or the current interest rates payable in relation to current
market conditions.





Interest
rate risk is the risk that the Company’s earnings are subject to fluctuations in
interest rates on either investments or on debt and is fully dependent upon the
volatility of these rates.  The Company does not use derivative instruments
to moderate its exposure to interest rate risk, if any.





Financial
risk is the risk that the Company’s earnings are subject to fluctuations in
interest rates or foreign exchange rates and are fully dependent upon the
volatility of these rates.  The Company does not use derivative instruments
to moderate its exposure to financial risk, if any.




F-15




Resource
Holdings, Inc.
 ( f/k/a
SMSA El Paso II Acquisition Corp.)
 (a
development stage company)
 Notes to
Financial Statements
 December
31, 2009 and 2008


Note
G - Acquisition of Trans Global Operations, Inc.





On August
10, 2009, the Company entered into the Share Exchange Agreement with TGO and all
of the shareholders of TGO.  Pursuant to the Share Exchange Agreement, the
shareholders of TGO transferred 100% of the issued and outstanding shares of
capital stock of TGO in exchange for 4,500,000 newly issued shares of the
Company’s common stock that, in the aggregate, constituted 90% of the Company’s
issued and outstanding capital stock on a fully-diluted basis as of and
immediately after the consummation of such exchange.





The
Company’s then-business plan was to continue to seek and identify a
privately-held operating company desiring to become a publicly held company with
access to United States capital markets by combining with the Company through a
reverse merger or acquisition transaction.





The
goodwill of approximately $9,000 arising from the acquisition consists largely
of the synergies and access to new business contacts that the management of TGO
brought to the Company in order to more effectively implement the Company’s
business plan.  It is anticipated that goodwill will not be deductible for
Federal and State income taxes.





The
following table summarizes the consideration paid for TGO and the amounts of the
assets acquired and liabilities assumed recognized at the August 10, 2009
acquisition date.





Equity
      interest (4,500,000 shares of common stock)
                        
                        $
                        9,000Fair
      value of total consideration transferred
                        
                        $
                        9,000Acquisition-related
      costs (included in professionalfees
      in the accompanying financial statementsfor
      the year ended December 31, 2009)
                        
                        $
                        25,990Recognized
      amounts of identifiable assets acquiredand
      liabilities assumedCash
                        
                        $
                        -Total
      net identifiable assets
                        
                        
                        -Goodwill
                        
                        
                        9,000$
                        9,000





The fair
value of the 4,500,000 shares given in consideration for the acquisition of TGO
was determined using approximately the transaction value of the shares of the
Company issued at the date of the bankruptcy settlement ($1,000) using the
initial number of shares (500,004) outstanding.  There were no contingent
consideration arrangements and no contingent liabilities assumed by the
Company.  TGO had no operations prior to the acquisition.




F-16




Resource
Holdings, Inc.
 ( f/k/a
SMSA El Paso II Acquisition Corp.)
 (a
development stage company)
 Notes to
Financial Statements
 December
31, 2009 and 2008


Note
H - Contract Payable to Stockholder





On
November 5, 2009, the Company entered into an Advisory Agreement (Advisory
Agreement) with Halter Financial Group, L.P. (HFG), an affiliate of Halter
Financial Investments, L.P., a stockholder of the Company, pursuant to which HFG
agreed to provide certain advisory services on an as-needed basis to the Company
for a fee of $250,000 (Advisory Fee).  The Advisory Agreement is for a term
of 12 months; however, the term may be extended by mutual agreement of the
parties.  The Advisory Fee was initially due and payable by December 15,
2009 and the closing date on the Advisory Agreement was separately extended by
mutual agreement to January 31, 2010 and February 28, 2010, respectively. 
The Advisory Fee was paid in full prior to February 28, 2010.





Note
I - Income Taxes





The
components of income tax (benefit) expense for each of the years ended December
31, 2009 and 2008 and for the period from August 1, 2007 (date of bankruptcy
settlement) through December 31, 2009, respectively, are as
follows:





Period fromAugust 1, 2007(date ofbankruptcysettlement)Year ended
                  
                  
                  Year ended
                  
                  
                  throughDecember 31,
                  
                  
                  December 31,
                  
                  
                  December 31,2009
                  
                  
                  2008
                  
                  
                  2009Federal:Current
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -Deferred
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  --
                  
                  
                  
                  -
                  
                  
                  
                  -State:Current
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Deferred
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  --
                  
                  
                  
                  -
                  
                  
                  
                  -Total
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -





As of
December 31, 2009, after the November 5, 2009 change in control transaction, the
Company has a net operating loss carryforward of approximately $363,000 to
offset future taxable income.  The amount and availability of any net
operating loss carryforwards will be subject to the limitations set forth in the
Internal Revenue Code.  Such factors as the number of shares ultimately
issued within a three year look-back period; whether there is a deemed more than
50 percent change in control; the applicable long-term tax exempt bond rate;
continuity of historical business; and subsequent income of the Company all
enter into the annual computation of allowable annual utilization of any net
operating loss carryforward(s).




F-17




Resource
Holdings, Inc.
 ( f/k/a
SMSA El Paso II Acquisition Corp.)
 (a
development stage company)
 Notes to
Financial Statements
 December
31, 2009 and 2008


Note
I - Income Taxes - Continued





The
Company's income tax expense (benefit) for each of the years ended December 31,
2009 and 2008 and the period from August 1, 2007 (date of bankruptcy settlement)
through December 31, 2009, respectively, varied from the statutory rate of 34%
as follows:




Period fromAugust 1, 2007(date ofbankruptcysettlement)Year ended
                        
                        
                        Year ended
                        
                        
                        throughDecember 31,
                        
                        
                        December 31,
                        
                        
                        December 31,2009
                        
                        
                        2008
                        
                        
                        2009Statutory
      rate applied to income before income taxes
                        
                        $
                        (130,600
                        )
                        
                        $
                        (4,000
                        )
                        
                        $
                        (134,600
                        )Increase
      (decrease) in incometaxes
      resulting from:State
      income taxes
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -Other,
      including reserve fordeferred
      tax asset and applicationof
      net operating loss carryforward
                        
                        
                        130,600
                        
                        
                        
                        4,000
                        
                        
                        
                        134,600Income
      tax expense
                        
                        $
                        -
                        
                        
                        $
                        -
                        
                        
                        $
                        -





The
Company’s only temporary difference as of December 31, 2009 and 2008,
respectively, relates to the Company’s net operating loss pursuant to the
applicable Federal Tax Law.  As of December 31, 2009 and 2008,
respectively, the deferred tax asset is as follows:





December 31,
                  
                  
                  December 31,2009
                  
                  
                  2008Deferred
      tax assetsNet
      operating loss carryforwards
                  
                  $
                  123,000
                  
                  
                  $
                  4,000Less
      valuation allowance
                  
                  
                  (123,000
                  )
                  
                  
                  (4,000
                  )Net
      Deferred Tax Asset
                  
                  $
                  -
                  
                  
                  $
                  -





During
the year ended December 31, 2009 and the period from August 1, 2007 (date of
bankruptcy settlement) through December 31, 2008, respectively, the valuation
allowance against the deferred tax asset increased by approximately $119,000 and
$4,000.





Note
J - Capital Stock Transactions





Pursuant
to the Plan affirmed by the U. S. Bankruptcy Court - Northern District of Texas
- Dallas Division, the Company issued a sufficient number of Plan shares to meet
the requirements of the Plan.  Such number was estimated in the Plan to be
approximately 500,000 Plan Shares relative to each Post Confirmation
Debtor.





As
provided in the Plan, 80.0% of the Plan Shares of the Company were issued to
Halter Financial Group, Inc. (HFG) in exchange for the release of its Allowed
Administrative Claims and for the performance of certain services and the
payment of certain fees related to the anticipated reverse merger or acquisition
transactions described in the Plan.  The remaining 20.0% of the Plan Shares
of the Company were issued to other holders of various claims as defined in the
Plan.




F-18




Resource
Holdings, Inc.
 ( f/k/a
SMSA El Paso II Acquisition Corp.)
 (a
development stage company)
 Notes to
Financial Statements
 December
31, 2009 and 2008


Based
upon the calculations provided by the Creditor’s Trustee, the Company issued an
aggregate 500,004 shares of the Company’s “new” common stock to HFG and the
appropriate holders of various claims, as defined in the Plan, in settlement of
all unpaid pre-confirmation obligations of the Company and/or the bankruptcy
trust.





Effective
May 21, 2008, HFG transferred its 400,000 Plan Shares to Halter Financial
Investments, L.P. (HFI),  a Texas limited partnership controlled by Timothy
P. Halter, who is also the controlling officer of HFG.





As
discussed previously, the Company entered into the Share Exchange Agreement with
TGO and all of the shareholders of TGO on August 10, 2009.  Pursuant to the
Share Exchange Agreement, the shareholders of TGO transferred 100% of the issued
and outstanding shares of capital stock of TGO in exchange for 4,500,000 newly
issued shares of the Company’s common stock that, in the aggregate, constituted
90% of its issued and outstanding capital stock on a fully-diluted basis as of
and immediately after the consummation of such exchange.





On
November 5, 2009, the Company entered into a Securities Purchase Agreement
(Purchase Agreement) with Michael Campbell whereby Mr. Campbell purchased from
the Company an aggregate of 20,000,000 shares of restricted, unregistered common
stock.   Additionally, on the same date, the Company entered into a
Contribution Agreement between the Company, Mr. Campbell and Gerard Pascale, the
Company’s then-current sole officer, director and controlling shareholder,
pursuant to which Mr. Pascale surrendered 3,000,000 shares of the common stock
then owned by him to the Company at no cost to the Company to induce Mr.
Campbell to enter into the Purchase Agreement.  As a result of these
transactions, there were 22,000,004 shares of the Company’s common stock issued
and outstanding.





In
addition, on November 5, 2009, the Company entered into an Advisory Agreement
(the “Advisory Agreement”) with HFG, pursuant to which HFG agreed to provide
certain advisory services to the Company in exchange for an advisory fee of
$250,000.  On the same day, the Company also entered into an Escrow
Agreement (the “Escrow Agreement”), pursuant to which the escrow agent agreed to
hold the purchase shares in escrow until payment of the Advisory Fee.  On
December 15, 2009, each of the Advisory Agreement and the Escrow Agreement were
amended to extend the payment date of the Advisory Fee to January 31, 2010. On
January 31, 2010, each of the Advisory Agreement and the Escrow Agreement were
further amended to extend the payment date of the Advisory Fee to February 28,
2010.  The Advisory Fee has been paid in full and all of the Shares have
been released from escrow.





Note
K - Subsequent Events





Consulting
Agreements





On March
1, 2010, the Company entered into a one-year non-exclusive consulting agreement
(Campbell Consulting Agreement) with Michael Campbell, Chairman of the Board of
Directors of the Company.  Pursuant to the Campbell Consulting Agreement,
Mr. Campbell will serve as the President and Chief Executive Officer of the
Company and Mr. Campbell will receive a monthly consulting fee of $15,000, in
addition to reimbursement of his reasonable and necessary business
expenses.





On April
8, 2010, the Company also entered into a one-year non-exclusive consulting
agreement (Hanks Consulting Agreement, and collectively with the Campbell
Consulting Agreement, the Consulting Agreements) with Jeff A. Hanks, a member of
the Board of Directors of the Company.  Pursuant to the Hanks Consulting
Agreement, Mr. Hanks will serve as the Chief Financial Officer of the Company
and Mr. Hanks will receive a monthly base consulting fee of $2,000, plus a
$1,000 preparation fee for each Annual Report on Form 10-K or Quarterly Report
on Form 10-Q he prepares for the Company.




F-19




Resource
Holdings, Inc.
 ( f/k/a
SMSA El Paso II Acquisition Corp.)
 (a
development stage company)
 Notes to
Financial Statements
 December
31, 2009 and 2008


The
Consulting Agreements are 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, neither Mr. Campbell nor Mr.
Hanks  (collectively, Executives) will be required to provide services to
the Company on a full-time basis under the Consulting Agreements and each may
engage in other activities provided that such activities do not interfere with
the performance of their duties under their respective Consulting
Agreement.





The
Consulting Agreements also provide that, in addition to their consulting fees,
the Executives will each be entitled to reimbursement of their reasonable and
necessary business expenses and each will be entitled to participate in any
compensation or benefit plans the Company provides to its own
employees.





The
Consulting Agreements also contain covenants restricting the Executives from (a)
engaging in any activity competitive with the Company’s business, and (b)
soliciting the Company’s employees, customers, suppliers or contractors, in each
case during the term of the Consulting Agreement and for a period of one (1)
year thereafter.





Sale of Common
Stock





On March
2, 2010, the Company issued, via a private placement with various investors, an
aggregate 1,093,750 shares of the Company’s common stock as interest expense in
connection with the issuance of promissory notes in the amount of
$350,000.





During
April 2010 the Company sold an aggregate of $100,000 of 10% promissory notes and
issued 312,500 shares of common stock, based on $0.32 per share.  The
transaction was accounted for as interest expense of $100,000.





The
Company has issued a private placement memorandum to obtain investors.  On
July 28, 2010 the Company issued 312,500 shares of restricted, unregistered
common stock in connection with the issuance of a 10% promissory note in the
amount of $100,000. The transaction was accounted for as interest expense of
$100,000.




Management
has evaluated all activity of the Company through September 2, 2010 (the date
the financial statements were issued) and concluded that no other subsequent
events have occurred that would require recognition in the financial statements
or disclosure in the notes to financial statements other than as disclosed
above.





Note
L – Restatement of December 2009 Financial Statements





Subsequent
to the issuance of the 2009 financial statements, management determined the
certain expenses reported in the first quarter of 2010 should have been recorded
in 2009.  The financial statements have been revised to accurately record
the dates of the expenses.  Accordingly, the balance sheet, statement of
operations, statement of change in stockholders’ deficit, and statement of cash
flows for the year ended December 31, 2009 have been revised as
follows:




F-20


Resource
Holdings, Inc.


( f/k/a
SMSA El Paso II Acquisition Corp.)


(a
development stage company)


Notes to
Financial Statements


December
31, 2009 and 2008





Restated
                            December
                            31, 2009
                          
                          
                          Original
                            December
                            31, 2009
                          
                          
                          Effect of
                            ChangesAssetsCurrent
      AssetsCash
                          
                          $
                          -
                          
                          
                          
                          -
                          
                          
                          $
                          -Other
      AssetsDeferred
      Offering Costs
                          
                          
                          23,775
                          
                          
                          
                          -
                          
                          
                          
                          23,775
                          
                          
                          (1)Net
      Loss
                          
                          $
                          23,775
                          
                          
                          $
                          -
                          
                          
                          $
                          23,775Liabilities and Stockholders’ Equity
      (Deficit)Current
      LiabilitiesTrade
      accounts payable
                          
                          $
                          106,694
                          
                          
                          
                          -
                          
                          
                          
                          106,694
                          
                          
                          (1)Contract
      payable to stockholder - trade
                          
                          
                          250,000
                          
                          
                          
                          250,000
                          
                          
                          
                          -Total
      Liabilities
                          
                          
                          356,694
                          
                          
                          
                          250,000
                          
                          
                          
                          106,694Stockholders’
      Equity (Deficit)Preferred
      stock - $0.001 par value, 10,000,000 shares authorized. None issued and
      outstandingCommon
      stock - $0.001 par value, 100,000,000 shares authorized 22,000,004 shares
      issued and outstanding
                          
                          
                          22,000
                          
                          
                          
                          22,000
                          
                          
                          
                          -Additional
      paid-in capital
                          
                          
                          41,132
                          
                          
                          
                          41,132
                          
                          
                          
                          -Deficit
      accumulated during the development stage
                          
                          
                          (396,051
                          )
                          
                          
                          (313,132
                          )
                          
                          
                          (82,919
                          )
                          
                          (1)Total
      Stockholders’ Equity (Deficit)
                          
                          
                          (332,919
                          )
                          
                          
                          (250,000
                          )
                          
                          
                          (82,919
                          )Total
      Liabilities and Stockholders’ Equity (Deficit)
                          
                          $
                          (23,775
                          )
                          
                          $
                          -
                          
                          
                          $
                          23,775




Note
(1)




This change is a result of properly
recording an invoice in 2009 that was not previously recorded.  The total
invoice was for $106,694 of which $82,919 was expensed and the remaining $23,775
was due to funding activities which funding was received in 2010, thus this
amount was recorded as Other Asset.


F-21


Resource
Holdings, Inc.


( f/k/a
SMSA El Paso II Acquisition Corp.)


(a
development stage company)


Notes to
Financial Statements


December
31, 2009 and 2008





Restated
                      December
                      31, 2009
                    
                    
                    Original
                      December
                      31, 2009
                    
                    
                    Effect of
                      ChangeRevenues
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -ExpensesReorganization
      Costs
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -Professional
      Fees
                    
                    
                    371,124
                    
                    
                    
                    288,205
                    
                    
                    
                    (82,919
                    )
                    
                    (1)Other
      general and administrative costs
                    
                    
                    3,950
                    
                    
                    
                    3,950
                    
                    
                    
                    -Total
      Operating Expenses
                    
                    
                    375,074
                    
                    
                    
                    292,155
                    
                    
                    
                    (82,919
                    )
                    
                    (1)Loss
      from operations
                    
                    
                    (375,074
                    )
                    
                    
                    (292,155
                    )
                    
                    
                    (82,919
                    )
                    
                    (1)Other
      Income (Expense)Impairment
      of goodwill from acquisition of Trans Global Operations,
    Inc.
                    
                    
                    (9,000
                    )
                    
                    
                    (9,000
                    )
                    
                    
                    -Total
      Other Income (Expense)
                    
                    
                    (384,074
                    )
                    
                    
                    (301,155
                    )
                    
                    
                    (82,919
                    )
                    
                    (1)Loss
      before Provision for Income Taxes
                    
                    
                    (384,074
                    )
                    
                    
                    (301,155
                    )
                    
                    
                    (82,919
                    )
                    
                    (1)Provision
      for Income Taxes
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -Net
      Loss
                    
                    $
                    (384,074
                    )
                    
                    $
                    (301,155
                    )
                    
                    $
                    (82,919
                    )
                    
                    (1)Basic
      and Diluted Net Loss per share:
                    
                    $
                    (0.08
                    )
                    
                    $
                    (0.06
                    )Basic
      and Diluted Weighted Average Common Shares Outstanding
                    
                    
                    4,918,037
                    
                    
                    
                    4,918,037





Note
(1)





This change is a result of properly
recording an invoice in 2009 that was not previously recorded.  The total
invoice was for $106,694 of which $82,919 was expensed and the remaining $23,775
was due to funding activities which funding was received in 2010, thus this
amount was recorded as Other Asset.


F-22


Resource
Holdings, Inc.


( f/k/a
SMSA El Paso II Acquisition Corp.)


(a
development stage company)


Notes to
Financial Statements


December
31, 2009 and 2008





STATEMENTS
OF CASH FLOWS





December 31,
                                      
                                      
                                      Effect of2009
                                      
                                      
                                      2009
                                      
                                      
                                      Change(Restated)
                                      
                                      
                                      (Original)Cash
      Flows from Operating Activities:Net
      Loss
                                      
                                      $
                                      (384,074
                                      )
                                      
                                      $
                                      (301,155
                                      )
                                      
                                      $
                                      (82,919
                                      )
                                      
                                      (1)Adjustments
      to reconcile Net Loss to Net Cash used in Operating
      Activities:Changes
      in Operating Assets and Liabilities:Impairment
      of goodwill from acquisition of Trans Global Operations,
      Inc.
                                      
                                      
                                      9,000
                                      
                                      
                                      
                                      9,000
                                      
                                      
                                      
                                      -Contract
      payable to stockholder
                                      
                                      
                                      250,000
                                      
                                      
                                      
                                      250,000
                                      
                                      
                                      
                                      -
                                      
                                      
                                      (1)(1)Trade
      change in accounts payable
                                      
                                      
                                      82,919
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      82,919Net
      Cash (Used) by Operating Activities
                                      
                                      
                                      (42,155
                                      )
                                      
                                      
                                      (42,155
                                      )
                                      
                                      
                                      -Cash
      Flows from Investing Activities:
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -Cash
      Flows from Financing Activities:Cash
      repaid to former stockholder
                                      
                                      
                                      (20,000
                                      )
                                      
                                      
                                      (20,000
                                      )
                                      
                                      
                                      -Cash
      advanced by former stockholder
                                      
                                      
                                      42,155
                                      
                                      
                                      
                                      42,155
                                      
                                      
                                      
                                      -Proceeds
      from sale of common stock
                                      
                                      
                                      20,000
                                      
                                      
                                      
                                      20,000
                                      
                                      
                                      
                                      -Net
      Cash Provided by Financing Activities:
                                      
                                      
                                      42,155
                                      
                                      
                                      
                                      42,155
                                      
                                      
                                      
                                      -Net
      Increase in Cash
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -Cash,
      Beginning of Period
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -Cash,
      End of Period
                                      
                                      $
                                      -
                                      
                                      
                                      $
                                      -
                                      
                                      
                                      $
                                      -Supplemental
      Disclosure of Interest and Income Taxes PaidInterest
      paid during the period
                                      
                                      $
                                      -
                                      
                                      
                                      $
                                      -
                                      
                                      
                                      $
                                      -Income
      taxes paid during the period
                                      
                                      $
                                      -
                                      
                                      
                                      $
                                      -
                                      
                                      
                                      $
                                      -Supplemental
      Disclosure ofNon-Cash Investing and Financing
      ActivitiesWorking
      capital loans forgiven by stockholder as contributed
    capital
                                      
                                      $
                                      39,132
                                      
                                      
                                      $
                                      -
                                      
                                      
                                      $
                                      39,132Deferred
      Offering Costs in accounts payable
                                      
                                      $
                                      23,775
                                      
                                      
                                      $
                                      -
                                      
                                      
                                      $
                                      23,775





Note
(1)


This change is a result of properly
recording an invoice in 2009 that was not previously recorded.  The
total invoice was for $106,694 of which $82,919 was expensed and the remaining
$23,775 was due to funding activities which funding was received in 2010, thus
this amount was recorded as Other Asset.




F-23




PART
IV





ITEM
15.       EXHIBITS, FINANCIAL STATEMENT
SCHEDULES




(a)(1)(2)
Financial Statements.





The
financial statements under Item 8 are filed as part of this annual report on
Form 10-K.





(a)(3)
Exhibits.





The
exhibits required by this item are set forth on the Exhibit Index attached
hereto.





SIGNATURES




Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant has duly caused this Report to be signed on its behalf by
the undersigned, thereunto duly authorized.




Resource
      Holdings, Inc.September
      8, 2010
              By:
              /s/
      MICHAEL B. CAMPBELLMichael
      B. Campbell, Chief ExecutiveOfficer(Principal
      Executive Officer)





Pursuant to the requirements of the
Securities and Exchange Act of 1934, this Report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.





/s/
      MICHAEL B. CAMPBELL
            
            President,
      Chief Executive Officer andMichael
      B. Campbell
            
            Director
      (Principal Executive Officer)




/s/
      JEFF A. HANKS
            
            Chief
      Financial Officer and DirectorJeff
      A. Hanks
            
            (Principal
      Financial Officer and PrincipalAccounting
  Officer)


3


EXHIBIT
INDEX





Exhibit
                  
                  Description
      of Exhibit2.1
                  
                  First
      Amended, Modified Chapter 11 Plan Proposed by Debtors, In the United
      States Bankruptcy Court, Northern District of Texas, Dallas Division, In
      Re: Senior Management Services of Treemont, Inc., et. al., Debtors, Case
      No. 07-30230, Jointly Administered, dated August 1, 2007. (1)2.2
                  
                  Order
      Confirming First Amended, Modified Chapter 11 Plan Proposed by Debtors,
      Case No. 07-30230, signed August 1, 2007. (1)2.3
                  
                  Notice
      of Entry of Confirmation Order dated August 10, 2007.
  (1)2.4
                  
                  Share
      Exchange Agreement among the Company., TransGlobal Operations Inc. (
      “TGO”) and all of the shareholders of TGO, dated August 10,
      2009.(2)3.1
                  
                  Agreement
      and Plan of Merger by and between Senior Management Services of El Paso
      Coronado, Inc. and the Company, dated May 22, 2008. (1)3.2
                  
                  Articles
      of Merger as filed with the Secretary of State of the State of Nevada on
      June 3, 2008. (1)3.3
                  
                  Articles
      of Merger as filed with the Secretary of State of the State of Texas on
      June 5, 2008. (1)3.4
                  
                  Articles
      of Incorporation of the Company (1)3.5
                  
                  Bylaws
      of the Company (1)4.1
                  
                  Form
      of common stock certificate. (1)10.1
                  
                  Securities
      Purchase Agreement by and between the Company and Michael Campbell, dated
      as of November 5, 2009 (3)10.2
                  
                  Contribution
      Agreement, dated November 5, 2009, among the Company , Gerard Pascale
      and Michael Campbell. (3)10.3
                  
                  Advisory
      Agreement, dated November 5, 2009, between the Company and Halter
      Financial Group, L.P. (3)10.4
                  
                  Escrow
      Agreement, dated November 5, 2009, among the Company , Michael
      Campbell, Halter Financial Group, L.P. and Securities Transfer
      Corporation. (3)10.5
                  
                  Amendment
      No. 1 to Advisory Agreement, dated December 15, 2009, between the
      Company and Halter Financial Group, L.P.
  (4)




4





10.6
              Amendment
      No. 1 to Escrow Agreement, dated December 15, 2009, among the
      Company , Michael Campbell, Halter Financial Group, L.P. and
      Securities Transfer Corporation. (4)10.7
              Amendment
      No. 2 to Advisory Agreement, dated as of January 31, 2010, between the
      Company and Halter Financial Group, L.P. (5)10.8
              Amendment
      No. 2 to Escrow Agreement, dated as of January 31, 2010, among the
      Company, Michael Campbell, Halter Financial Group, L.P. and Securities
      Transfer Corporation. (5)10.9
              Consulting
      Agreement between the Company and Michael B. Campbell, dated March 1,
      2010. (6)10.10
              Consulting
      Agreement between the Company and Jeff A. Hanks, dated April 8, 2010.
      (6)31.1
              Certification
      of Michael B. Campbell pursuant to 18 U.S.C. §1350, as adopted pursuant to
      Section 302 of the Sarbanes-Oxley Act of 200231.2
              Certification
      of Jeff A. Hanks pursuant to 18 U.S.C. §1350, as adopted pursuant to
      Section 302 of the Sarbanes-Oxley Act of 200232.1
              Certification
      pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002.





(1)
            Previously
      filed as an exhibit to the Company's Registration Statement on Form 10
      which was filed with the Commission on February 11, 2009, and which is
      incorporated herein by reference.


(2)
            Previously
      filed as exhibit 2.1 to  the Company's Current Report on Form
      8-K which was filed with the Commission on August 11, 2009, and which is
      incorporated herein by reference.


(3)
            Previously
      filed as an exhibit to the Company's Current Report on Form 8-K which was
      filed with the Commission on November 10, 2009, and which is incorporated
      herein by reference.


(4)
            Previously
      filed as an exhibit to the Company's Current Report on Form 8-K which was
      filed with the Commission on December 21, 2009, and which is incorporated
      herein by reference.


(5)
            Previously
      filed as an exhibit to the Company's Current Report on Form 8-K which was
      filed with the Commission on February 3, 2010, and which is incorporated
      herein by reference.


(6)
            Previously
      filed as an exhibit to the Company's Annual Report on Form 10-K which was
      filed with the Commission on April 12, 2010, and which is incorporated
      herein by reference.


5