Overview

The Company was incorporated in the state of Delaware on October 31, 2006 under the name "Lodestar Mining, Incorporated." From its inception until January 28, 2010, the Company was an exploration stage company with plans to search for mineral deposits or reserves.

On February 3, 2010, the Company acquired all of the issued and outstanding shares of common stock of Atlantic Green Power Corporation ("Atlantic") pursuant to the Share Exchange, and Atlantic became a wholly-owned subsidiary of the Company. The Company issued an aggregate of 38,099,250 shares of common stock to the former shareholders of Atlantic, and the Company changed its corporate name to "Atlantic Green Power Holding Company." As a result of the Share Exchange, the Company ceased its prior operations and commenced the operation of Atlantic as its sole line of business. Atlantic is a renewable energy company primarily focused on the location and development of utility-scale solar energy generation projects in the Mid-Atlantic United States, with a particular focus on the development of solar projects in southern New Jersey.

On February 27, 2012, the Company entered into (i) an Assignment of Mineral Lease with Gerald Short, Carolyn Short and Charles H. Merchant, Sr., (ii) a Southern Real Estate Sales Contract with John Hancock Life Insurance Company (U.S.A.) and (iii) a Real Estate Sales Contract with David E. Riley (each a "Real Estate Contract" and collectively, the "Real Estate Contracts"), whereby the Company agreed to acquire certain real property located in the state of Alabama (the "Land Purchase"). The Land Purchased was closed on April 27, 2012. Following the foregoing transactions, the Company changed the direction of its business. Since February 3, 2010, the Company has engaged in the development of utility-scale solar energy generation projects in the Mid-Atlantic region of the United States through its wholly-owned subsidiary, Atlantic. Following the closing of the Land Purchase, the Company changed its business strategy to the exploitation of mineral mining rights with respect to the acquired real estate properties. The Company is currently in the process of distributing all of the issued and outstanding shares of Atlantic's common stock to the holders of the Company's common stock.

Effective April 23, 2012, the Company effectuated a 1,000-to-1 reverse stock split with respect to its outstanding shares of common stock, par value $.000001 per share (the "Reverse Stock Split"), and amended and restated its certificate of incorporation to (i) change its corporate name to "Southern USA Resources Inc.," (ii) change the number of authorized shares of capital stock to 270,000,000, consisting of 250,000,000 shares of common stock and 20,000,000 shares of preferred stock, and (iii) provide that the par value per share, the amount of stated capital of the Company and the amount of paid-in surplus of the Company will not be increased or decreased due to the Reverse Stock Split.

On April 27, 2012, to finance the Land Purchase the Company consummated a private placement to accredited investors of Secured Convertible Promissory Notes due April 27, 2014 in the aggregate principal amount of $1,920,000 that were issued at an original issue discount of 20% and bear no additional interest.

Concurrently with the closing of the debt financing, the Company entered into and consummated transactions pursuant to the Equipment Contribution Agreement with Charles H. Merchant, Sr. whereby Mr. Merchant contributed certain mining equipment to the Company in consideration of the issuance of 29,000,000 shares of Common Stock.

Results of Operations

                                                                                September 17,
                                                                                    2009
                                                      For the Three              (inception)
                                                      Months Ended                 through
                                                        March 31,                 March 31,
                                                  2012            2011              2012
Net revenues                                   $         -     $         -     $             -
Operating expenses                             $    97,812     $   144,212     $     1,953,421
Loss from operations                           $   (97,812 )   $  (144,212 )   $    (1,953,421 )
Other income (expense)                         $ 1,921,060     $  (174,878 )   $       310,105
Net income (loss)                              $ 1,823,248     $  (319,090 )   $    (2,263,526 )
Income (loss) per common share - basic and
diluted                                        $     41.89     $     (7.35 )   $             -

For the Three Months Ended March 31, 2012 and 2011

Revenue

We did not have any revenues for the three months ended March 31, 2012 and 2011.

Operating Expenses

Total operating expenses for the three months ended March 31, 2012 were $97,812, which consisted of $60,198 in professional fees, $17,131 in compensation and $20,483 in general and administrative expenses, as compared to total operating expenses of $144,212 for the three months ended March 31, 2011, which consisted of $44,581 in professional fees, $55,111 in compensation and $44,520 in general and administrative expenses.

Income (Loss) from Operations

Loss from operations for the three months ended March 31, 2012 was $(97,812), as compared to loss from operations for the three months ended March 31, 2011 of $(144,212). The decrease in loss from operations was primarily attributable to the changes in operating expenses as detailed above.

Other Income (Expense)

Net other income (expense) for the three months ended March 31, 2012 were $1,921,060, which consisted of $3 in interest income, $(15,252) in interest expense, $(83,333) in interest expense related to amortization of discount on notes and $2,019,642 of income related to the change in fair value of derivative liabilities, as compared to net other income (expense) of $(174,878) for the three months ended March 31, 2011, which consisted of $367 in interest income, $(2,506) in interest expense, $(148,089) in interest expense related to amortization of discount on notes and $(24,650) expense related to the change in fair value of derivative liabilities.

Net Income (Loss)

Net income (loss) for the three months ended March 31, 2012 was $1,823,248, as compared to net income (loss) for the three months ended March 31, 2011 of $(319,090). The change in net income (loss) was primarily attributable to the $2,019,642 of income recorded during the three months ended March 31, 2012 related to the change in fair value of derivative liabilities.

Inflation did not have a material impact on the Company's operations for the period. Other than the foregoing, management knows of no trends, demands, or uncertainties that are reasonably likely to have a material impact on the Company's results of operations.

Liquidity and Capital Resources

The following table summarizes total current assets, liabilities and working
capital at March 31, 2012 and December 31, 2011.

                           March 31, 2012       December 31, 2011
Current Assets            $         34,006     $            58,165
Current Liabilities       $        953,277     $         2,760,074
Working Capital Deficit   $       (919,271 )   $        (2,701,909 )

At March 31, 2012 we had a working capital deficit of $(919,271), as compared to a working capital deficit of $(2,701,909), at December 31, 2011, a decrease of $1,782,638. The decrease is primarily related to a decrease in the fair market value of derivative liabilities offset by an increase in notes payable.

For the Three Months Ended March 31, 2012 and March 31, 2011

Net cash used in operating activities for the three months ended March 31, 2012 and three months ended March 31, 2011 was $(51,883) and $(134,116), respectively. The net income (loss) for the three months ended March 31, 2012 and three months ended March 31, 2011 was $1,823,248 and $(319,090), respectively. Cash used in operating activities for the three months ended March 31, 2012 consisted approximately of $18,900 for legal and professional fees, $17,100 for compensation and $15,200 in general and administrative expenses as compared to approximately $34,900 for legal and professional fees, $59,500 for compensation and $37,000 in general and administrative expenses for the three months ended March 31, 2011.

Net cash used through all investing activities for the three months ended March 31, 2012 and three months ended March 31, 2011, was $(40,610) and $(51,036), respectively. Cash used through investing activities for the three months ended March 31, 2012 and three months ended March 31, 2011 consisted of deposits on real estate contracts and land development costs incurred during the periods.

Net cash obtained through all financing activities for the three months ended March 31, 2012 and three months ended March 31, 2011, was $60,000 and $248,790, respectively. Cash obtained through financing activities for the three months ended March 31, 2012 consisted of net proceeds from short-term notes entered into during the period. Cash obtained through financing activities for the three months ended March 31, 2011 consisted of net proceeds from short-term notes entered into during the period.

On the Company's Annual Report on Form 10-K, filed on March 30, 2012, our auditors have expressed their substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent upon our ability to generate future profitable operations and/or to obtain the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they come due. Our management has no formal plan in place to address this concern but considers that we will be able to obtain additional funds by equity or debt financing and/or related party advances; however there is no assurance of additional funding being available.