UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549  FORM 20-F/A AMENDMENT NO. 1  oREGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934ORxANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For fiscal year ended December 31, 2010ORoTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934ORoSHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934Date of event requiring this shell company report:  For the transition period from ____ to ______  Commission file number: 000-30780  MAX RESOURCE CORP. (Exact name of Registrant as specified in its charter)  Province of Alberta, Canada (Jurisdiction of incorporation or organization)  2300  1066 West Hastings Street, Vancouver, British Columbia V6E 3X2 Canada (Address of principal executive offices)  Stuart Rogers, President and CEO
Max Resource Corp.
2300  1066 West Hastings Street Vancouver, British Columbia V6E 3X2 Canada Tel: (604) 689-1749 Facsimile: (604) 648-8665 (Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)  Securities registered pursuant to Section 12(b) of the Act:None  (Title of Class)  Securities registered pursuant to Section 12(g) of the Act:  Common Shares, no par value (Title of Class)  Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None (Title of Class)  Indicate the number of outstanding shares of each of the Registrants classes of capital or common stock as of the close of the period covered by the annual report:  21,699,230 common shares as at December 31, 2010   Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes oNo x  If this report is an annual or transition report, indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes oNo x  Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes xNo o  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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes oNo o  Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.  See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.  (Check one)  Large accelerated filer  o  Accelerated filer  oNon-accelerated filer  x  Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:  U.S. GAAP  o International Reporting Standards as issued o Other  x by the International Accounting Standards Board  If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow:  Item 17  x  Item 18  o  If this is an annual report, indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   Yes oNo x   -2-   EXPLANATORY NOTE  MAX Resource Corp. (“we” or “our”) is filing this Amendment No. 1 on Form 20-F/A (this “Amendment”) to our Annual Report on Form 20-F for the fiscal year ended December 31, 2010 (the “Original Filing), filed with the Securities and Exchange Commission (the SEC) on June 27, 2011, in response to comments received from the SEC. We are filing this Amendment to revise Item 15. Controls and Procedures and Exhibits 12.1, 12.2 and 13.1. Except for the matters described above, this Amendment does not modify or update our disclosures in the Original Filing.  Item 15. Controls and Procedures.  (a) Disclosure Controls and Procedures  At the end of the period covered by this annual report for the fiscal year ended December 31, 2010, an evaluation was carried out under the supervision of, and with the participation of, the Companys management, including its Chief Executive Officer (CEO) and Chief Financial Officer (CFO), of the effectiveness of the design and operation of the Companys disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act).  Based upon that evaluation, the Companys CEO and CFO have concluded that the disclosure controls and procedures were effective to give reasonable assurance that the information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported, within the time periods specified in the SECs rules and forms, and (ii) accumulated and communicated to management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.  (b) Managements Annual Report on Internal Control Over Financial Reporting  Our management, under the supervision of our Chief Executive Officer and Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over our financial reporting, as defined in Rules 13a-15(f) of the Exchange Act of 1934, as amended.  Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.  Internal control over financial reporting includes policies and procedures that:  (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and asset dispositions;  (ii) provide reasonable assurance that transactions are recorded as necessary to permit the preparation of our financial statements in accordance with generally accepted accounting principles;  (iii) provide reasonable assurance that receipts and expenditures are made only in accordance with authorizations of our management and board of directors (as appropriate); and  (iv) provide reasonable assurance regarding the prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.  Due to its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.  Our management conducted an assessment of the effectiveness of our internal control over financial reporting as of fiscal year ended December 31, 2010 based on the framework in Internal Control  Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) (the Framework).  Based on this evaluation, our management concluded that, as of the fiscal year ended December 31, 2010, managements controls over financial reporting were effective.  (c)  Attestation Report of the Registered Public Accounting Firm  This Annual Report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Managements report was not subject to attestation by our registered public accounting firm pursuant the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, which permits the Company to provide only managements report in this Annual Report. The Dodd-Frank Act permits a non-accelerated filer to provide only managements report on internal control over financial reporting in an Annual Report and omit an attestation report of the issuers registered public accounting firm regarding managements report on internal control over financial reporting.  (d) Changes in Internal Control Over Financial Reporting Based upon their evaluation of our controls, our CEO and CFO have concluded that, there were no changes in our internal control over financial reporting or in other factors during our last fiscal year that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Item 19. Exhibits.  EXHIBIT NUMBERDESCRIPTION12.1Section 302 Certification of CEO12.2Section 302 Certification of CFO13.1Section 906 Certification of CEO and CFO  -3-  SIGNATURES  The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F/A and that it has duly caused and authorized the undersigned to sign this Annual Report on its behalf.   MAX RESOURCE CORP.   /s/Stuart Rogers Dated: September 14, 2011 By:  Stuart Rogers, Chief Executive Officer   /s/Christopher Cherry Dated: September 14, 2011 By:  Christopher Cherry , Chief Financial Officer     -4-