REVIVAL RESOURCES, INC. - FORM S-1

Attached files

file	filename
EX-3.1 - ARTICLES OF INCORPORATION - REVIVAL RESOURCES, INC.	ex3-1.htm
EX-3.2 - BY-LAWS - REVIVAL RESOURCES, INC.	ex3-2.htm
EX-5.1 - LEGAL OPINION - REVIVAL RESOURCES, INC.	ex5-1.htm
EX-23.1 - CONSENT OF ACCOUNTANT - REVIVAL RESOURCES, INC.	ex23-1.htm
EX-10.1 - OPTION TO PURCHASE AGREEMENT APRIL 27 2010 - REVIVAL RESOURCES, INC.	ex10-1.htm
EX-10.4 - SUBSCRIPTION AGREEMENT - REVIVAL RESOURCES, INC.	ex10-4.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

REVIVAL RESOURCES, INC.

(Name of Small Business Issuer in its charter)

NEVADA	1090	27-1952702
(State or jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer ID No.)

112 North Curry Street

Carson City Nevada 89703

(775) 321-8274 (telephone)

(Address and telephone number of principal executive offices)

State Agent & Transfer Syndicate, Inc.

112 North Curry Street

Carson City Nevada 89703

(775) 882-1013 (telephone)

(Name, address and telephone number of agent for service)

Copies to:

Diane D. Dalmy

Attorney at Law

8965 W. Cornell Place

Lakewood, Colorado 80227

(303) 985-9324 (telephone)

(303) 988-6954 (facsimile)

APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC:

From time to time after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. (Check one):

Large Accelerated Filer ¨ Accelerated Filer ¨ Non-Accelerated Filer ¨ Smaller Reporting Company x

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered		Amount to be registered		Proposed maximum offering price per unit		Proposed maximum aggregate offering price		Amount of registration fee
Common		4,000,000		$0.03 [1]		$120,000		$8.56 [2]

[1] No exchange or over-the-counter market exists for Revival Resources, Inc’s. common stock. The offering price has been arbitrarily determined and bears no relationship to assets, earnings, or any other valuation criteria. No assurance can be given that the shares offered hereby will have a market value or that they may be sold at this, or at any price.

[2] Fee calculated in accordance with Rule 457(o) of the Securities Act of 1933, as amended “Securities Act”. Estimated for the sole purpose of calculating the registration fee.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

PROSPECTUS

Subject To Completion: Dated ______, 2010

REVIVAL RESOURCES, INC.

4,000,000 shares of common stock, no minimum / 4,000,000 maximum Offered at $0.03 per share

Securities Being Offered by Revival Resources, Inc.		Revival Resources, Inc. is offering 4,000,000 shares at an offering price of $0.03 per share. There is currently no public market for the common stock

Minimum Number of Shares To Be Sold in This Offering		None

This is a "self-underwritten" public offering, with no minimum purchase requirement.

1. Revival Resources, Inc. is not using an underwriter for this offering.

2. The offering expenses shown do not include legal, accounting, printing and related costs incurred in making this offering. Revival Resources, Inc. will pay all such costs, which it believes to be $5,700 There is no arrangement to place the proceeds from this offering in an escrow, trust or similar account.

	Per Share (Non Minimum)		If Maximum Sold by Revival Resources (4,000,000)
Price to Public	$	0.03	$	0.03
Underwriting Discounts/Commissions		0.00		0.00
Proceeds to Registrant	$	0.03	$	120,000

This offering involves a high degree of risk; see "Risk Factors" beginning on page 8 to read about factors you should consider before buying shares of the common stock.

Revival Resources, Inc. is an exploration stage company and currently has no operations. There is a high degree of risk involved with any investment in the shares offered herein. You should only purchase shares if you can afford a loss of your entire investment. Our independent auditor has issued an audit opinion for Revival Resources, Inc. which includes a statement expressing substantial doubt as to our ability to continue as a going concern. As of the date of this prospectus, our stock is presently not traded on any market or securities exchange. Further, there is no assurance that a trading market for our securities will ever develop.

These securities have not been approved or disapproved by the Securities and Exchange Commission or any state securities commission, nor has the Securities and Exchange Commission or any state securities commission passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The Date of this Prospectus is ______________, 2010

TABLE OF CONTENTS

		Page
FORWARD-LOOKING STATEMENTS		5
SUMMARY INFORMATION		6
RISK FACTORS AND UNCERTAINTIES		7
USE OF PROCEEDS		10
DETERMINATION OF OFFERING PRICE		11
DILUTION		11
PLAN OF DISTRIBUTION		13
DESCRIPTION OF SECURITIES		13
INTEREST OF NAMED EXPERTS AND COUNSEL		14
DESCRIPTION OF BUSINESS		14
DESCRIPTION OF PROPERTY		16
LEGAL PROCEEDINGS		18
MARKET FOR COMMON EQUITY AND RELATED SHAREHOLDER MATTERS		18
FINANCIAL STATEMENTS		21
MANAGEMENT’S DISCUSSION AND ANALYSIS		30
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE		36
DIRECTORS, EXECUTIVE OFFICERS, AND CONTROL PERSONS		36
EXECUTIVE COMPENSATION		37
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS		38
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS		38
DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION FOR SECURITIES ACT LIABILITIES		38
CORPORATE GOVERNANCE		39
THE SEC’S POSITION ON INDEMNIFICATION FOR LIABILITIES		39
TRANSFER AGENT AND REGISTRAR		39
LEGAL MATTERS		39
WHERE YOU CAN FIND MORE INFORMATION		39
GLOSSARY OF CERTAIN MINING TERMS		39
PART II - INFORMATION NOT REQUIRED IN THE PROSPECTUS		43
OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION		43
INDEMNIFICATION OF DIRECTORS AND OFFICERS		43
RECENT SALES OF UNREGISTERED SECURITIES		44
EXHIBITS		44
UNDERTAKINGS		45
SIGNATURES		46

FORWARD-LOOKING STATEMENTS

This prospectus and the exhibits attached hereto contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements concern the Company’s anticipated results and developments in the Company’s operations in future periods, planned exploration and development of its properties, plans related to its business and other matters that may occur in the future. These statements relate to analyses and other information that are based on forecasts of future results, estimates of amounts not yet determinable and assumptions of management.

Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as “expects” or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “estimates” or “intends”, or stating that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved) are not statements of historical fact and may be forward-looking statements. Forward-looking statements are subject to a variety of known and unknown risks, uncertainties and other factors which could cause actual events or results to differ from those expressed or implied by the forward-looking statements, including, without limitation:

risks related to our properties being in the exploration stage;

risks related our mineral operations being subject to government regulation;

risks related to our ability to obtain additional capital to develop our resources, if any;

risks related to mineral exploration and development activities;

risks related to our insurance coverage for operating risks;

risks related to the fluctuation of prices for precious and base metals, such as gold, silver and copper;

risks related to the competitive industry of mineral exploration;

risks related to our title and rights in our mineral properties;

risks related to our limited operating history;

risks related the possible dilution of our common stock from additional financing activities;

risks related to potential conflicts of interest with our management;

risks related to our subsidiaries activities; and

risks related to our shares of common stock.

This list is not exhaustive of the factors that may affect our forward-looking statements. Some of the important risks and uncertainties that could affect forward-looking statements are described further under the section headings “Risk Factors and Uncertainties”, “Description of the Business” and “Management’s Discussion and Analysis” of this prospectus. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, believed, estimated or expected. We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

We qualify all the forward-looking statements contained in this prospectus by the foregoing cautionary statements.

You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with information different from the information contained in this prospectus. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of when this prospectus is delivered or when any sale of our common stock occurs.

This summary does not contain all of the information you should consider before buying shares of our common stock. You should read the entire prospectus carefully, especially the “Risk Factors and Uncertainties” section and our consolidated financial statements and the related notes before deciding to invest in shares of our common stock.

SUMMARY INFORMATION

The Offering

Revival Resources, Inc.'s common stock is presently not traded on any market or securities exchange. 10,000,000 shares of restricted common stock are issued and outstanding as of the date of this prospectus.

Revival is offering up to 4,000,000 shares of common stock at an offering price of $0.03 per share. There is currently no public market for the common stock. Revival intends to apply to have the common stock quoted on the OTC Bulletin Board (OTCBB). Currently, there is no trading symbol assigned. Revival' sole Officer and Director owns 10,000,000 shares of Restricted Common Stock. If Revival is unable to sell its stock and raise money, Revival’s business would fail as it would be unable to complete its business plan and any investment made into the Company would be lost in its entirety.

The purchase of the securities offered through this prospectus involves a high degree of risk. See section entitled "Risk Factors" on page 7.

Company History

Unless otherwise indicated, any reference to Revival or as “we”, “us”, or “our” refers to Revival Resources, Inc. Revival Resources, Inc. is an exploration stage company that was incorporated on February 19, 2010, under the laws of the State of Nevada. Our fiscal year end is March 31. The principal offices are located at 112 North Curry Street Carson City Nevada 89703 Telephone (775) 321-8274 Fax (775) 546-6003

Since becoming incorporated, Revival has not made any significant purchases or sale of assets, nor has it been involved in any mergers, acquisitions or consolidations. Revival has never declared bankruptcy, it has never been in receivership, and it has never been involved in any legal action or proceedings.

We are an exploration stage corporation. We intend to be in the business of mineral property exploration. We do not own any interest in any property, but simply have the right to conduct exploration activities on one property. The property consists of approximately 350 hectares of mining claim located in the Golden Mining Division situated approximately18 kilometers west of Invermere, British Columbia Canada. We intend to explore for lead-zinc, gold, and silver on the property. Currently, we have no further business planned if mineralized material is not found on the property.

As of March 31, 2010, the date of company's last audited financial statements, Revival has raised $10,000 through the sale of common stock. This sale was a purchase of 10,000,000 shares by the Company’s sole officer and director Caroline Swart.

Revival’ current liabilities from inception to March 31, 2010 are $6,364. This expense is relating to corporate start-up fees. The Company anticipates expense of $5,700 relating to SEC filing expenses, printing and Transfer Agent fees for this filing. As of the date of this prospectus, we have not yet generated or realized any revenues from our business operations. The following financial information summarizes the more complete historical financial information as indicated on the audited financial statements of Revival filed with this prospectus.

Management

Currently, Revival has one Officer/Director, Caroline Swart. Our sole Officer/Director has assumed responsibility for all planning, development and operational duties, and will continue to do so throughout the beginning stages of the business plan. Other than the Officer/Director, there are no employees at the present time and there are no plans to hire employees during the next twelve months.

Summary of Financial Data

	As of March 31 2010

Revenues	$	0

Operating Expenses including Liabilities	$	6,384

Earnings (Loss)	$	(6,364)

Total Assets	$	9,980

Working Capital	$	3,616

Shareholder’s Equity	$	3,616

RISK FACTORS AND UNCERTAINTIES

An investment in an exploration stage mining company with no history of operations such as ours involves an unusually high amount of risk, unknown and known, present and potential, including, but not limited to the risks enumerated below.

Our failure to successfully address the risks and uncertainties described below would have a material adverse effect on our business, financial condition and/or results of operations, and the trading price of our common stock may decline and investors may lose all or part of their investment. We cannot assure you that we will successfully address these risks or other unknown risks that may affect our business.

Estimates of mineralized material are forward-looking statements inherently subject to error. Although resource estimates require a high degree of assurance in the underlying data when the estimates are made, unforeseen events and uncontrollable factors can have significant adverse or positive impacts on the estimates. Actual results will inherently differ from estimates. The unforeseen events and uncontrollable factors include: geologic uncertainties including inherent sample variability, metal price fluctuations, variations in mining and processing parameters, and adverse changes in environmental or mining laws and regulations. The timing and effects of variances from estimated values cannot be accurately predicted.

RISKS ASSOCIATED WITH REVIVAL RESOURCES, INC:

Because our auditors have issued a going concern opinion, there is substantial uncertainty we will continue activities in which case you could lose your investment.

Our auditors have issued a going concern opinion. This means that there is substantial doubt that we can continue as an ongoing business for the next twelve months. As such we may have to cease activities and you could lose your entire investment.

There is no assurance that we can establish the existence of any mineral reserve in commercially exploitable quantities. Until we can do so, we cannot earn any revenues from this property and if we do not do so we will lose all of the funds that we expend on exploration. If we do not discover any mineral reserve in a commercially exploitable quantity, our business would fail and any investment made would be lost in its entirety.

We have not established any mineral reserve according to recognized reserve guidelines on any property we intend to explore, nor can there be any assurance that we will be able to do so. [A mineral reserve is defined by the Securities and Exchange Commission in its Industry Guide (http://www.sec.gov/divisions/corpfin/forms/industry.htm#secguide7) as that part of a mineral deposit, which could be economically and legally extracted or produced at the time of the reserve determination.]

The probability of an individual prospect ever having a "reserve" that meets the requirements of the Securities and Exchange Commission's Industry Guide 7 is extremely remote; in all probability our mineral property does not contain any 'reserve' and any funds that we spend on exploration will probably be lost. Even if we do eventually discover a mineral reserve on one or more of our properties, there can be no assurance that they can be developed into producing mines and extract those minerals. Both mineral exploration and development involve a high degree of risk and few properties, which are explored, are ultimately developed into producing mines.

The commercial viability of an established mineral deposit will depend on a number of factors including, by way of example, the size, grade and other attributes of the mineral deposit, the proximity of the mineral deposit to infrastructure such as a smelter, roads and a point for shipping, government regulation and market prices. Most of these factors will be beyond our control, and any of them could increase costs and make extraction of any identified mineral deposit unprofitable.

Mineral operations are subject to applicable law and government regulation. Even if we discover a mineral reserve in a commercially exploitable quantity, these laws and regulations could restrict or prohibit the exploitation of that mineral reserve. If we cannot exploit any mineral reserve that we might discover on our properties, our business may fail.

Both mineral exploration and extraction require permits from various foreign, federal, state, provincial and local governmental authorities and are governed by laws and regulations, including those with respect to prospecting, mine development, mineral production, transport, export, taxation, labor standards, occupational health, waste disposal, toxic substances, land use, environmental protection, mine safety and other matters. There can be no assurance that we will be able to obtain or maintain any of the permits required for the continued exploration of our mineral properties or for the construction and operation of a mine on our properties at economically viable costs. If we cannot accomplish these objectives, our business could face difficulty and/or fail.

We believe that we are in compliance with all material laws and regulations that currently apply to our activities but there can be no assurance that we can continue to do so. Current laws and regulations could be amended and we might not be able to comply with them, as amended. Further, there can be no assurance that we will be able to obtain or maintain all permits necessary for our future operations, or that we will be able to obtain them on reasonable terms. To the extent such approvals are required and are not obtained, we may be delayed or prohibited from proceeding with planned exploration or development of our mineral properties.

Environmental hazards unknown to us, which have been caused by previous or existing owners or operators of the properties, may exist on the properties in which we hold an interest. At the date of this Prospectus, the Company is not aware of any environmental issues or litigation relating to any of its current or former properties.

Future legislation and administrative changes to the mining laws could prevent us from exploring our properties.

New provincial and Canadian federal laws and regulations, amendments to existing laws and regulations, administrative interpretation of existing laws and regulations, or more stringent enforcement of existing laws and regulations, could have a material adverse impact on our ability to conduct exploration and mining activities. Any change in the regulatory structure making it more expensive to engage in mining activities could cause us to cease operations.

If we establish the existence of a mineral reserve on our property in a commercially exploitable quantity, we will require additional capital in order to develop the property into a producing mine. If we cannot raise this additional capital, we will not be able to exploit the reserve, and our business could fail.

If we do discover mineral reserves in commercially exploitable quantities on our property, we will be required to expend substantial sums of money to establish the extent of the reserve, develop processes to extract it and develop extraction and processing facilities and infrastructure. Although we may derive substantial benefits from the discovery of a major deposit, there can be no assurance that such a resource will be large enough to justify commercial operations, nor can there be any assurance that we will be able to raise the funds required for development on a timely basis. If we cannot raise the necessary capital or complete the necessary facilities and infrastructure, our business may fail.

Mineral exploration and development is subject to extraordinary operating risks. We do not currently insure against these risks. In the event of a cave-in or similar occurrence, our liability may exceed our resources, which would have an adverse impact on our Company.

Mineral exploration, development and production involve many risks, which even a combination of experience, knowledge and careful evaluation may not be able to overcome. Our operations will be subject to all the hazards and risks inherent in the exploration, development and production of resources, including liability for pollution, cave-ins or similar hazards against which we cannot insure or against which we may elect not to insure. Any such event could result in work stoppages and damage to property, including damage to the environment. We do not currently maintain any insurance coverage against these operating hazards. The payment of any liabilities that arise from any such occurrence would have a material, adverse impact on our Company.

Third parties may challenge our rights to our mineral properties or the agreements that permit us to explore our properties may expire if we fail to timely renew them and pay the required fees.

In connection with the acquisition of our mineral properties, we sometimes conduct only limited reviews of title and related matters, and obtain certain representations regarding ownership. These limited reviews do not necessarily preclude third parties from challenging our title and, furthermore, our title may be defective. Consequently, there can be no assurance that we hold good and marketable title to all of our mining concessions and mining claims. If any of our concessions or claims were challenged, we could incur significant costs and lose valuable time in defending such a challenge. These costs or an adverse ruling with regards to any challenge of our titles could have a material adverse affect on our financial position or results of operations. There can be no assurance that any such disputes or challenges will be resolved in our favor.

We are not aware of challenges to the location or area of any of our mining claims. There is, however, no guarantee that title to the claims will not be challenged or impugned in the future.

Our management has no technical training and no experience in mineral activities and consequently our activities, earnings and ultimate financial success could be irreparably harmed.

Our management has no technical training and experience with exploring for, starting, and operating a mine. With no direct training or experience in these areas, management may not be fully aware of many of the specific requirements related to working within the industry. Management's decisions and choices may not take into account standard engineering or managerial approaches mineral exploration companies commonly use. Consequently, our activities, earnings and ultimate financial success could suffer irreparable harm due to management's lack of experience in the industry.

Our success is dependent on current management, who may be unable to devote sufficient time to the development of our business; this potential limitation could cause the business to fail.

Revival is heavily dependent on our sole Officer and Director, Caroline Swart. If something were to happen to her, it would greatly delay its daily operations until further industry contacts could be established. Furthermore, there is no assurance that suitable people could be found to replace Ms. Swart. In that instance, Revival may be unable to further its business plan.

Additionally, Ms. Swart is employed outside of Revival. Ms. Swart has been and continues to expect to be able to commit approximately 10 hours per week of her time, to the development of our business for the next twelve months. If management is required to spend additional time with her outside employment, she may not have sufficient time to devote to Revival, and as a result Revival would be unable to develop its business plan.

Because title to the property is held in the name of another person, if he transfers the property to someone other than us, we will cease activities.

Title to the property upon which we intend to conduct exploration activities is not held in our name. Title to the property is recorded in the name of Danial Wessels whom has an agreement with the Company for exploration upon the property. If the owner transfers the property to a third person, the third person will obtain good title and we will have nothing. If this should occur, we will subsequently not own any property and we will have to cease all exploration activities.

RISKS ASSOCIATED WITH THIS OFFERING:

Because we have only one officer and director who is responsible for our managerial and organizational structure, in the future, there may not be effective disclosure and accounting controls to comply with applicable laws and regulations which could result in fines, penalties and assessments against the Company.

We currently have only one officer and director, Caroline Swart. As such, she is solely responsible for our managerial and organizational structure which will include preparation of disclosure and accounting controls under the Sarbanes-Oxley Act of 2002. When these controls are implemented, she will be responsible for the administration of the controls. Should she not have sufficient experience, she may be incapable of creating and implementing the controls which may cause the Company to be subject to sanctions and fines by the Securities Exchange.

If we complete a financing through the sale of additional shares of our common stock in the future, then shareholders will experience dilution.

The most likely source of future financing presently available to us is through the sale of shares of our common stock. Any sale of common stock will result in dilution of equity ownership to existing shareholders. This means that if we sell shares of our common stock, more shares will be outstanding and each existing shareholder will own a smaller percentage of the shares then outstanding. To raise additional capital we may have to issue additional shares, which may substantially dilute the interests of existing shareholders. Alternatively, we may have to borrow large sums, and assume debt obligations that require us to make substantial interest and capital payments.

Because there is no public trading market for our common stock, you may not be able to resell your stock.

There is currently no public trading market for our common stock. Therefore there is no central place, such as stock exchange or electronic trading system to resell your shares.

There is currently no market for Revival’s common stock, but if a market for our common stock does develop, our stock price may be volatile.

There is currently no market for Revival's common stock and there is no assurance that a market will develop. If a market develops, it is anticipated that the market price of Revival's common stock will be subject to wide fluctuations in response to several factors including:

	·	The ability to complete the development of Revival’s anticipated exploration plan;
	·	The market price of the commodities Revival anticipates exploring and mining; and
	·	The ability to hire and retain competent personal in the future.

While Revival expects to apply for quotation on the OTC Bulletin Board (OTCBB), we may not be approved, and even if approved, we may not be approved for trading on the OTCBB; therefore shareholders may not have a market to sell their shares, either in the near term or in the long term, or both.

We can provide no assurance to investors that our common stock will be traded on any exchange or electronic quotation service. While we expect to apply to the OTC Bulletin Board, we may not be approved to trade on the OTCBB, and we may not meet the requirements for listing on the OTCBB. If we do not meet the requirements of the OTCBB, our stock may then be traded on the "Pink Sheets," and the market for resale of our shares would decrease dramatically, if not be eliminated.

Revival has limited financial resources at present, and proceeds from the offering may not be used to fully develop its business.

Revival has limited financial resources at present; as of March 31 it had $9,980 of cash on hand with liabilities of $6,364. If it is unable to develop its business plan, it may be required to divert certain proceeds from the sale of Revival's stock to general administrative functions. If Revival is required to divert some or all of proceeds from the sale of stock to areas that do not advance the business plan, it could adversely affect its ability to continue by restricting the Company's ability to become quoted on the OTCBB; advertise and promote the Company and its products; travel to develop new marketing, business and customer relationships; and retaining and/or compensating professional advisors.

Because our securities are subject to penny stock rules, you may have difficulty reselling your shares.

Our shares are penny stocks are covered by section 15(g) of the Securities Exchange Act of 1934 which imposes additional sales practice requirements on broker/dealers who sell the Company's securities including the delivery of a standardized disclosure document; disclosure and confirmation of quotation prices; disclosure of compensation the broker/dealer receives; and, furnishing monthly account statements. For sales of our securities, the broker/dealer must make a special suitability determination and receive from its customer a written agreement prior to making a sale. The imposition of the foregoing additional sales practices could adversely affect a shareholder's ability to dispose of his stock.

Because we do not have an Escrow or Trust Account for Investor’s Subscriptions, if we file for Bankruptcy Protection or are forced into Bankruptcy Protection, Investors will lose their entire investment.

Invested funds for this offering will not be placed in an escrow or trust account. Accordingly, if we file for bankruptcy protection or a petition for involuntary bankruptcy is filed by creditors against us, your funds will become part of the bankruptcy estate and administered according to the bankruptcy laws. As such, you will lose your investment and your funds will be used to pay creditors and will not be used for the sourcing and sale of promotional products.

These risk factors, individually or occurring together, would likely have a substantially negative effect on Revival's business and would likely cause it to fail.

USE OF PROCEEDS

Our offering is being made on a self-underwritten basis - no minimum of shares must be sold in order for the offering to proceed. The offering price per share is $0.03. There is no assurance that we will raise the full $120,000 as anticipated.

The following table below sets forth the uses of proceeds assuming the sale of 25%, 50%, 75% and 100% of the securities offered for sale in this offering by the company. For further discussion see Plan of Operation.

	If 25% of		If 50% of		If 75% of		If 100% of
	Shares Sold		Shares Sold		Shares Sold		Shares Sold

GROSS PROCEEDS FROM THIS OFFERING	$	30,000	$	60,000	$	90,000	$	120,000

Less: OFFERING EXPENSES
SEC Filing Expenses	$	1,500	$	1,500	$	1,500	$	1,500
Printing	$	500	$	500	$	500	$	500
Transfer Agent	$	3,700	$	3,700	$	3,700	$	3,700
SUB-TOTAL	$	5,700	$	5,700	$	5,700	$	5,700

Less: PHASE I
Soil Geochem./soil grid samples	$	6,000	$	8,500	$	11,000	$	14,000
Geologist	$	8,500	$	12,500	$	17,000	$	22,500
Geo-technician	$	3,500	$	6,000	$	9,500	$	12,500
Assays	$	500	$	1,000	$	5,500	$	9,500
Travel	$	1,500	$	1,500	$	3,000	$	5,000
Reports	$	500	$	500	$	1,500	$	2,500
SUB-TOTAL	$	20,500	$	30,000	$	47,500	$	66,000

Less: PHASE II
Geological Interpretation/Mapping	$	0	$	7,800	$	12,000	$	14,500
MAG-VLF Survey	$	0	$	11,000	$	14,000	$	19,000
Data Reduction Report	$	0	$	1,500	$	3,300	$	3,800
SUB-TOTAL	$	0	$	20,300	$	29,300	$	37,300

Less: ADMINISTRATION EXPENSES
Office, Telephone, Internet	$	0	$	0	$	1,500	$	3,000
Legal and Accounting	$	3,500	$	4,000	$	6,000	$	8,000
SUB-TOTAL	$	3,500	$	4,000	$	7,500	$	11,000

TOTALS	$	30,000	$	60,000	$	90,000	$	120,000

The above figures represent only estimated costs.

Legal and accounting fees refer to the normal legal and accounting costs associated with filing this Registration Statement under the 1933 Act as amended and maintaining the status of a Reporting Company.

A total of $10,000 has been raised from the sale of stock to our sole Officer and Director - this stock is restricted and is not being registered in this offering. The offering expenses associated with this offering are believed to be $5,700. As of March 31 2010, Revival had a balance (less outstanding checks) of $9,980 in cash with liabilities of $6,364. This will allow Revival to pay the entire expenses of this offer from cash on hand.

One of the purposes of the offering is to create an equity market, which allows Revival to more easily raise capital, since a publicly traded company has more flexibility in its financing offerings than one that does not.

DETERMINATION OF OFFERING PRICE

There is no established market for the Registrant's stock. Revival’ offering price for shares sold pursuant to this offering is set at $0.03. Our existing shareholder, our Officer /Director, paid $0.001 per share. The additional factors that were included in determining the sales price are the lack of liquidity (since there is no present market for Revival’ stock) and the high level of risk considering the lack of operating history of Revival.

DILUTION

The price of the current offering is fixed at $0.03 per share. This price is significantly greater than the price paid by the Company’s sole officer and director for common equity since the Company’s inception on February 19, 2010. The Company’s sole officer and director paid $0.001 per share, a difference of $0.029 per share lower than the share price in this offering.

Dilution represents the difference between the offering price and the net tangible book value per share immediately after completion of this offering. Net tangible book value is the amount that results from subtracting total liabilities and intangible assets from total assets. Dilution arises mainly as a result of our arbitrary determination of the offering price of the shares being offered. Dilution of the value of the shares you purchase is also a result of the lower book value of the shares held by our existing stockholders. The following tables compare the differences of your investment in our shares with the investment of our existing stockholders.

Existing Stockholders if all of the Shares are Sold

Price per share	$	0.03
Net tangible book value per share before offering	$	0.0004
Potential gain to existing shareholders	$	120,000
Net tangible book value per share after offering	$	0.0083
Increase to present stockholders in net tangible book value per share after offering	$	0.008
Capital contributions	$	120,000
Number of shares outstanding before the offering		10,000,000
Number of shares after offering held by existing stockholders		10,000,000
Existing Stockholders Percentage of ownership after offering		71.4	%

Purchasers of Shares in this Offering if all Shares Sold

Price per share	$	0.03
Net tangible book value per share after offering	$	0.0083
Increase in net tangible book value per share after offering	$	0.008
Dilution per share	$	0.0217
Capital contributions by purchasers of shares	$	120,000
Capital contributions by existing stock holders	$	10,000
Percentage capital contributions by purchasers of shares		92	%
Percentage capital contributions by existing stockholders		8	%
Anticipated net offering proceeds	$	114,300
Number of shares after offering held by public investors		4,000,000
Total shares issued and outstanding		14,000,000
Purchasers of shares percentage of ownership after offering		28.6	%
Existing stockholders percentage of owner ship after offering		71.4	%

Purchasers of Shares in this Offering if 75% of Shares Sold

Price per share	$	0.03
Net tangible book value per share after offering	$	0.0067
Increase in net tangible book value per share after offering	$	0.006
Dilution per share	$	0.023
Capital contributions by purchasers of shares	$	90,000
Capital contributions by existing stock holders	$	10,000
Percentage capital contributions by purchasers of shares		90	%
Percentage capital contributions by existing stockholders		10	%
Anticipated net offering proceeds	$	84,300
Number of shares after offering held by public investors		3,000,000
Total shares issued and outstanding		13,000,000
Purchasers of shares percentage of ownership after offering		23	%
Existing stockholders percentage of ownership after offering		77	%

Purchasers of Shares in this Offering if 50% of Shares Sold

Price per share	$	0.03
Net tangible book value per share after offering	$	0.0047
Increase in net tangible book value per share after offering	$	0.004
Dilution per share	$	0.025
Capital contributions by purchasers of shares	$	60,000
Capital contributions by existing share holders	$	10,000
Percentage capital contributions by purchasers of shares		85.7	%
Percentage capital contributions by existing stock holders		14.3	%
Anticipated net offering proceeds	$	54,300
Number of shares after offering held by public investors		2,000,000
Total shares issued and outstanding		12,000,000
Purchasers of shares percentage of ownership after offering		16.7	%
Existing stockholders percentage of ownership after offering		83.3	%

Purchasers of Shares in this Offering if 25% of Shares Sold

Price per share	$	0.03
Net tangible book value after offering	$	0.0025
Increase in net tangible book value per share after offering	$	0.002
Dilution per share	$	0.027
Capital contributions by purchasers of shares	$	30,000
Capital contributions by existing share holders	$	10,000
Percentage capital contributions by purchasers of shares		75	%
Percentage capital contributions by existing stock holders		25	%
Anticipated net offering proceeds	$	24,300
Number of shares after offering held by public investors		1,000,000
Total shares issued and outstanding		11,000,000
Purchasers of shares percentage of ownership after offering		9.1	%
Existing stockholders percentage of ownership after offering		90.9	%

PLAN OF DISTRIBUTION

The offering consists of a maximum number of 4,000,000 common shares being offered by Revival at $.03 per share with no minimum offering requirement.

Company Offering

Revival is offering for sale common stock. If Revival is unable to sell its stock and raise money, it will not be able to complete its business plan and will fail.

In connection with the Company’s selling efforts in the offering, Caroline Swart our sole officer and director will be selling shares on the Company’s behalf. Our sole officer and director will not register as a broker-dealer pursuant to Section 15 of the Exchange Act, but rather will rely upon the “safe harbor” provisions of Rule 3a4-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Generally speaking, Rule 3a4-1 provides an exemption from the broker-dealer registration requirements of the Exchange Act for persons associated with an issuer that participate in an offering of the issuer’s securities. Ms. Swart is not subject to any statutory disqualification, as that term is defined in Section 3(a)(39) of the Exchange Act. Ms. Swart will not be compensated in connection with her participation in the offering by the payment of commissions or other remuneration based either directly or indirectly on transactions in our securities. Ms. Swart is not, nor has she been within the past 12 months, a broker or dealer, and she is not, nor has she been within the past 12 months, an associated person of a broker or dealer. At the end of the offering, Ms. Swart will continue to primarily perform substantial duties for the Company or on its behalf otherwise than in connection with transactions in securities. Ms. Swart will not participate in selling an offering of securities for any issuer more than once every 12 months other than in reliance on Exchange Act Rule 3a4-1(a)(4)(i) or (iii).

Our Common Stock is currently considered a "penny stock" under federal securities laws (Penny Stock Reform Act, Securities Exchange Act Section 3a (51(A)) since its market price is below $5.00 per share. Penny stock rules generally impose additional sales practice and disclosure requirements on broker-dealers who sell or recommend such shares to certain investors.

Broker-dealers who sell penny stock to certain types of investors are required to comply with the SEC's regulations concerning the transfer of penny stock. If an exemption is not available, these regulations require broker-dealers to: make a suitability determination prior to selling penny stock to the purchaser; receive the purchaser's written consent to the transaction; and, provide certain written disclosures to the purchaser. These rules may affect the ability of broker-dealers to make a market in, or trade our shares. In turn, this may make it very difficult for investors to resell those shares in the public market.

DESCRIPTION OF SECURITIES

General

The authorized capital stock consists of 75,000,000 shares of common stock at a par value of $0.001 per share. We plan to offer 4,000,000 common shares at a price of $0.03 per share. We will not sell any of the 4,000,000 common shares until the registration statement is deemed effective.

Common Stock

As of March 31, 2010, there are 10,000,000 shares of common stock issued and outstanding. 10,000,000 shares are held by our Officer / Director, Caroline Swart.

Holders of common stock are entitled to one vote for each share on all matters submitted to a stockholder vote. Holders of common stock do not have cumulative voting rights. Therefore, holders of a majority of the shares of common stock voting for the election of directors can elect all of the directors. Holders of common stock representing a majority of the voting power of Revival’ capital stock issued and outstanding and entitled to vote, represented in person or by proxy, are necessary to constitute a quorum at any meeting of company stockholders. A vote by the holders of a majority of the outstanding shares is required to effectuate certain fundamental corporate changes such as liquidation, merger or an amendment to the articles of incorporation.

Holders of common stock are entitled to share in all dividends that the board of directors, in its discretion, declares from legally available funds. In the event of liquidation, dissolution or winding up, each outstanding share entitles its holder to participate pro rata in all assets that remain after payment of liabilities and after providing for each class of stock, if any, having preference over the common stock. Holders of the common stock have no pre-emptive rights, no conversion rights and there are no redemption provisions applicable to the common stock.

Shareholders

Each shareholder has sole investment power and sole voting power over the shares owned by such shareholder.

INTERESTS OF NAMED EXPERTS AND COUNSEL

No expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis, or had, or is to receive, in connection with the offering, a substantial interest, direct or indirect, in the registrant or any of its parents or subsidiaries. Nor was any such person connected with the registrant or any of its parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.

Dian D Dalmy of Lakewood, Colorado, an independent legal counsel, has provided an opinion on the validity of Revival Resources, Inc.’s issuance of common stock and is presented as an exhibit to this filing.

The financial statements included in this Prospectus and in the Registration Statement have been audited by Seale and Beers CPAs of 50 Jones Blvd Suite 202 Las Vegas NV 89107 Phone (888) 727-8251 fax (888) 782-2351 to the extent and for the period set forth in their report (which contains an explanatory paragraph regarding Revival' ability to continue as a going concern) appearing elsewhere herein and in the Registration Statement, and are included in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.

DESCRIPTION OF BUSINESS

General

Revival Resources, Inc. was incorporated on February 19, 2010, in the state of Nevada. Revival has never declared bankruptcy, it has never been in receivership, and it has never been involved in any legal action or proceedings. Since becoming incorporated, Revival has not made any significant purchase or sale of assets, nor has it been involved in any mergers, acquisitions or consolidations. Revival is not a blank check registrant as that term is defined in Rule 419(a)(2) of Regulation C of the Securities Act of 1933, since it has a specific business plan or purpose.

We intend to commence operations as an exploration stage company. We will be engaged in the exploration of mineral properties with a view to exploiting any mineral deposits we discover. We own an option to acquire an undivided 100% beneficial interest in a mineral claim in located in the Golden Mining Division situated approximately18 kilometers west of Invermere, B.C. Canada. The claims are about 350 hectares named the Pretty Girl 4 tenure. We do not have any current plans to acquire interests in additional mineral properties, though we may consider such acquisitions in the future.

Unless otherwise indicated, any reference to Revival, or “we”, “us”, “our”, etc. refers to Revival Resources, Inc.

Our Competition

Both the mineral exploration and drilling industries are intensely competitive in all phases. In our mineral exploration activities, we will compete with many companies possessing greater financial resources and technical facilities than us for the acquisition of mineral concessions, claims, leases and other mineral interests as well as for the recruitment and retention of qualified employees. We must overcome significant barriers to enter into the business of mineral exploration as a result of our limited operating history.

Similarly, in our drilling business, our competition includes many companies with significantly greater experience, larger client bases, and substantially greater financial resources. There are significant barriers to entry including large capital requirements and the recruitment and retention of qualified, experienced employees.

We cannot assure you that we will be able to compete in any of our business areas effectively with current or future competitors or that the competitive pressures faced by us will not have a material adverse effect on our business, financial condition and operating results.

Our Office

The principal offices are located at 112 North Curry Street Carson City Nevada 89703, Telephone (775) 321-8274 Facsimile (775)546-6003

Our Employees

Other than our officer and director, Caroline Swart, we have no employees. Assuming financing can be obtained, management expects to secure the services of consultants as necessary to implement our business plan.

Regulation

Canadian jurisdictions allow a mineral explorer to claim a portion of available Crown lands as its exclusive area for exploration by depositing posts or other visible markers to indicate a claimed area. In British Columbia the process of posting the area, known as staking is done online at www.mtonline.gov.bc.ca. The claim was staked by Danial Wessels. The claim is recorded in the name of Danial Wessels.

Under British Columbia, law title to British Columbia mining claims can only be held by British Columbia residents. In the case of corporations, title must be held by a British Columbia corporation. Since we are an American corporation, we can never possess legal mining claim to the land. In order to comply with the law we would have to incorporate a British Columbia wholly owned subsidiary-corporation and obtain audited financial statements. We believe those costs would be a waste of our money at this time since the legal costs of incorporating a subsidiary corporation, the accounting costs of audited financial statements for the subsidiary corporation, together with the legal and accounting costs of expanding this registration statement would cost many thousands of dollars. Accordingly, we have elected not to create the subsidiary at this time, but will do so if mineralized material is discovered on the property and the Company exercises its option agreement.

In the event that we find reserves of mineralized material and the mineralized material can be economically extracted, we will form a wholly owned British Columbia subsidiary corporation and Mr. Wessels will transfer title to the property to the wholly owned subsidiary corporation. Should Mr. Wessels transfer title to another person and that deed is recorded before we record our documents, that other person will have superior title and we will have no title. In that event, we will have to cease or suspend operations. However, Mr. Wessels will be liable to us for monetary damages for breach of his fiduciary duty to us. If that occurs, we would sue Mr. Wessels for the loss of our investment.

All Canadian lands and minerals which have not been granted to private persons are owned by either the federal or provincial governments in the name of Her Majesty. Un-granted minerals are commonly known as Crown minerals. Ownership rights to Crown minerals are vested by the Canadian Constitution in the province where the minerals are located. In the case of the company's property, that is the Province of British Columbia. In the nineteenth century the practice of reserving the minerals from fee simple Crown grants was established. Legislation now ensures that minerals are reserved from Crown land dispositions. The result is that the Crown is the largest mineral owner in Canada, both as the fee simple owner of Crown lands and through mineral reservations in Crown grants. Most privately held mineral titles are acquired directly from the Crown. The company's property is one such acquisition. Accordingly, fee simple title to the company's property resides with the Crown.

The company's claims are mining leases issued pursuant to the British Columbia Mineral Act. The lessee has exclusive rights to mine and recover all of the minerals contained within the surface boundaries of the lease continued vertically downward.

The property is unencumbered, that is there are no claims, liens, charges or liabilities against the property, and there are no competitive conditions that are the action of some unaffiliated third party, which could affect the property. Further, there is no insurance covering the property and we believe that no insurance is necessary since the property is unimproved and contains no buildings or improvements.

Overview of Our Mineral Exploration Business

Mineral exploration is essentially a research activity that does not produce a product. Successful exploration often results in increased project value that can be realized through the optioning or selling of the claimed site to larger companies. As such, we intend to acquire properties which we believe have potential to host economic concentrations of minerals. These acquisitions have and may take the form of mining claims on provincial land, or leasing claims, or private property owned by others. An “unpatented” mining claim is an interest that can be acquired to the mineral rights on open lands of the provincially owned public domain. Claims are staked in accordance with the rules and regulations pursuant to laws of British Columbia established by the Ministry of Energy, Mines and Petroleum Resources.

We plan to perform basic geological work to identify specific drill targets on the properties, and then collect subsurface samples by drilling to confirm the presence of mineralization (the presence of economic minerals in a specific area or geological formation). We may enter into joint venture agreements with other companies to fund further exploration work. By such prospects, we mean properties that may have been previously identified by third parties, including prior owners such as exploration companies, as mineral prospects with potential for economic mineralization. Often these properties have been sampled, mapped and sometimes drilled, usually with indefinite results. Accordingly, such acquired projects will either have some prior exploration history or will have strong similarity to a recognized geologic ore deposit model. Geographic emphasis will be placed on the western United States. The focus of our activity will be to acquire properties that we believe to be undervalued; including those that we believe to hold previously unrecognized mineral potential.

Our current mineral property Pretty Girl 4 is owned by an affiliate which the Company has an option to purchase in the future. This agreement is held by Danial Wessels and the Company. Our strategy with properties deemed to be of higher risk or those that would require very large exploration expenditures is to present them to larger companies for joint venture. Our joint venture strategy is intended to maximize the abilities and skills of the management group, conserve capital, and provide superior leverage for investors. If we present a property to a major company and they are not interested, we will continue to seek an interested partner.

DESCRIPTION OF PROPERTY

The principal offices are located at 112 North Curry Street Carson City Nevada 89703. The telephone number is (775) 321-8274 the fax number is (775) 546-6003. Revival’ management does not currently have policies regarding the acquisition or sale of real estate assets primarily for possible capital gain or primarily for income. Revival does not presently hold any investments or interests in real estate, investments in real estate mortgages or securities of or interests in persons primarily engaged in real estate activities.

We own an option to the mineral exploration rights relating to the six mineral claims in the Pretty Girl 4 claim group. We do not own any real property interest in the claims or any other property.

Summary of Revival’s Mineral Exploration Prospects

The Company plans to explore and potentially develop the mineral claims in the Pretty Girl 4 mineral claim group in British Columbia, Canada. The Pretty Girl 4 group consists of six claims, 4 are contiguous claims, two nearby claims and one reverted crown grant (totaling 350 hectares) in the Golden Mining Division situated approximately 18 kilometers west of Invermere, B.C. The pertinent claim data is as follows:

_____________________________________________________

CLAIM NAME LOT NO.

__________________________

Sitting Bull

4097

__________________________

Mary G.

4098

__________________________

Colorado

4099

_______________________

Mabel R

5103

__________________________

Alice

5350

__________________________

The company has optioned the mineral titles to the Pretty Girl 4 tenure which includes Mabel R, Alice, Mary G, Sitting Bull and Colorado mining claims, registered collectively as the Pretty Girl 4 claims. The company plans to explore these claims and develop potential precious metal reserves. To date, the company's operations have been limited to research, acquiring the mineral titles to this group of claims and organizational activities, such as preparing this prospectus. We have not begun our exploration program. To date, no minerals reserves have been developed and we have generated no revenues from our operations.

We have no plans to change our business activities or to combine with another business and are not aware of any events or circumstances that might cause us to change our plans. We have no revenues, have achieved losses since inception, have no operations, have been issued a going concern opinion and rely upon the sale of our securities to funds operations.

Claim

Revival acquired one mineral tenure, Pretty Girl 4, in British Columbia, Canada by entering into an Option Agreement on the same from Danial Wessels, an affiliate. The tenure (claims) is located within the Golden Mining Division of the British Columbia Ministry of Energy, Mines and Petroleum Resources. It is comprised of 14 units (one unit represent 25 hectares), for a total of 350 hectares. The claim is identified as follows:

Tenure Number	Claim Name	Issue Date

753362	Pretty Girl 4	April 27 2010

The company plans to explore this property for mineralized deposits of zinc, copper, silver and gold. The company cannot provide any assurance or guarantee that substantial reserves of any of the above minerals will be found on the property.

On April 27, 2010, Revival Resources entered into an Option Agreement with, an affiliate, Mr. Danial Wessels and he grants to the company the sole and exclusive right and option to acquire an undivided 100%of the right, title and interest of Mr. Wessels in and to the claim. This agreement is subject to consideration of the following:

(a) The company, or its permitted assigns, incurring exploration expenditure on the claims of a minimum of $12,500 on or before April 30, 2011

(b) The company, or its permitted assigns, incurring exploration expenditures on the claims of a further $45,000 (for aggregate minimum exploration expenses of $57,500) on or before April 30, 2012 and

(c) Upon exercise of the Option, Revival Resources agrees to pay Mr. Wessels, commencing July 1, 2013, the sum off $35,000 per annum for so long as Revival Resources, or its permitted assigns, holds any interest in the claims.

To date we have not performed any work on the claim nor have we spent any money on exploration and development activities. We cannot provide any assurance whatsoever that the claims will ever be productive.

Location, Access and Description

These claims are located approximately 18 kilometers due west of Invermere, BC Canada. The claims occupy a large spur between Law Creek to the north and Bruce Creek to the south. The property lies within NTS map sheet 82K049 and 82K059 at latitude 50(degree) 31'north, longitude 116(degree) 18'west.

Overview of Regulatory, Economic and Environmental Issues

Underground metal mines generally involve higher grade ore bodies. Less tonnage is mined underground, and generally the higher grade ore is processed in a mill or other refining facility. This process results in the accumulation of waste by-products from the washing of the ground ore. Mills require associated tailings ponds to capture waste by-products and treat water used in the milling process.

Capital costs for mine, mill and tailings pond construction can easily run into the hundreds of millions of dollars. These costs are factored into the profitability of a mining operation. Metal mining is sensitive to both cost considerations and to the value of the metal produced. Metals prices are set on a world-wide market and are not controlled by the operators of the mine. Changes in currency values or exchange rates can also impact metals prices. Thus changes in metals prices or operating costs can have a huge impact on the economic viability of a mining operation.

Environmental protection and remediation is an increasingly important part of mineral economics. Estimated future costs of reclamation or restoration of mined land are based principally on legal and regulatory requirements. Reclamation of affected areas after mining operations may cost millions of dollars. Often governmental permitting agencies are requiring multi-million dollar bonds from mining companies prior to granting permits, to insure that reclamation takes place. All environmental mitigation tends to decrease profitability of the mining operation, but these expenses are recognized as a cost of doing business by modern mining and exploration companies.

Mining and exploration activities are subject to various laws and regulations governing the protection of the environment. These laws and regulations are continually changing and are generally becoming more restrictive. We conduct our operations so as to protect the public health and environment and believe our operations are in compliance with applicable laws and regulations in all material respects. We have made, and expect to make in the future, expenditures to comply with such laws and regulations, but cannot predict the full amount of such future expenditures.

Every mining activity has an environmental impact. In order for a proposed mining project to be granted the required governmental permits, mining companies are required to present proposed plans for mitigating this impact. In the British Columbia, where our properties are located, no mine can operate without obtaining a number of permits. These permits address the social, economic, and environmental impacts of the operation and include numerous opportunities for public involvement and comment.

LEGAL PROCEEDINGS

Revival Resources, Inc. is not currently a party to any legal proceedings.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

No Public Market for Common Stock

There is presently no public market for the common stock. Revival anticipates applying for trading of the common stock on either the OTCBB or PinkSheets upon the effectiveness of the registration statement of which this prospectus forms a part. However, Revival can provide no assurance that its shares will be traded on the OTCBB or, if traded, that a public market will materialize.

Holders of the Common Stock

As of the date of this registration statement, Revival had one (1) registered shareholder. Caroline Swart, sole Officer and Director currently owns 10,000,000 common shares, which represent 100% of the issued and outstanding common stock.

Dividend Policy

We anticipate that we will retain any earnings to support operations and to finance the growth and development of our business. Therefore, we do not expect to pay cash dividends in the foreseeable future. Any further determination to pay cash dividends will be at the discretion of our board of directors and will be dependent on the financial condition, operating results, capital requirements and other factors that our board deems relevant. We have never declared a dividend.

Equity Compensation Plan

To date, Revival has no equity compensation plan, has not granted any stock options and has not granted registration rights to any person(s).

SEALE AND BEERS, CPAs

PCAOB & CPAB REGISTERED AUDITORS

www.sealebeers.com

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

Revival Resources, Inc.

(An Exploration Stage Company)

We have audited the accompanying balance sheet of Revival Resources, Inc. (An Exploration Stage Company) as of March 31, 2010, and the related statements of operations, stockholders’ equity (deficit) and cash flows for the period from inception on February 19, 2010 through March 31, 2010. 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 audits.

We conduct our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit 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 audits provide 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 Revival Resources, Inc. (An Exploration Stage Company) as of March 31, 2010, and the related statements of operations, stockholders’ equity (deficit) and cash flows for the period from inception on February 19, 2010 through March 31, 2010, in conformity with 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 3 to the financial statements, the Company has had a loss from operations of $6,384, an accumulated deficit of $6,384, working capital of $3,616 and has earned no revenues since inception, which raises substantial doubt about its ability to continue as a going concern. Management’s plans concerning these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Seale and Beers, CPAs

Seale and Beers, CPAs

Las Vegas, Nevada

May 28, 2010

50 S. Jones Blvd. Suite 202 Las Vegas, NV 89107 Phone: (888)727-8251 Fax: (888)782-2351

REVIVAL RESOURCES, INC.

(An Exploration Stage Company)

FINANCIAL STATEMENTS

MARCH 31, 2010

REPORT OF INDEPENDENT PUBLIC ACCOUNTING FIRM

BALANCE SHEET

STATEMENT OF OPERATIONS

STATEMENT OF STOCKHOLDERS’ EQUITY

STATEMENT OF CASH FLOWS

NOTES TO INTERIM FINANCIAL STATEMENTS

REVIVAL RESOURCES, INC.

(An Exploration Stage Company)

BALANCE SHEET

(Audited)

	March 31, 2010

ASSETS

CURRENT ASSETS
Cash	$	9,980
TOTAL CURRENT ASSETS	$	9,980

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

CURRENT LIABILITIES
Accounts payable and accrued liabilities	$	5,000
Loan from Related Party		1,364
TOTAL CURRENT LIABILITIES	$	6,364


STOCKHOLDERS’ EQUITY (DEFICIT )
Capital stock (Note 5)
Authorized
75,000,000 shares of common stock, $0.001 par value,
Issued and outstanding
10,000,000 shares of common stock at March 31, 2010		10,000
Additional paid-in capital		-
Deficit accumulated during the exploration stage		(6,384	)
Total stockholders’ equity (deficit)	$	3,616
Total Liabilities and Stockholders’ Equity	$	9,980

The accompanying notes are an integral part of these financial statements

REVIVAL RESOURCES, INC.

(An Exploration Stage Company)

STATEMENT OF OPERATIONS

(Audited)

	Cumulative results of operations from February 19, 2010 (date of inception) to March 31, 2010
REVENUES		-

EXPENSES

General and Administrative	$	(6,384	)

NET LOSS BEFORE PROVISION FOR INCOME TAX	$	(6,384	)
Provision for Income Tax		-

NET LOSS	$	(6,384	)

BASIC AND DILUTED NET LOSS PER COMMON SHARE	$	0.00

WEIGHTED AVERAGE NUMBER OF BASIC AND DILUTED COMMON SHARES OUTSTANDING		10,000,000

The accompanying notes are an integral part of these financial statements

REVIVAL RESOURCES, INC.

(An Exploration Stage Company)

STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)

FROM INCEPTION (February 19, 2010) TO MARCH 31, 2010

(Audited)

	Common Stock
	Number of shares		Amount		Additional Paid-in Capital		Deficit Accumulated During the Exploration Stage			Total
Balance at Inception February 19, 2010
Common stock issued for cash at $0.001 per share
- February 24, 2010		10,000,000	$	10,000	$	-	$	-		$	10,000

Net Loss for the period from inception on February 19, 2010 to March 31, 2010		-		-		-		(6,384	)		(6,384	)
Balance, March 31, 2010		10,000,000	$	10,000	$	-	$	(6,384	)	$	3,616

The accompanying notes are an integral part of these financial statements

REVIVAL RESOURCES, INC.

(An Exploration Stage Company)

STATEMENT OF CASH FLOWS

(Audited)

	February 19, 2010 (date of inception) to March 31, 2010

OPERATING ACTIVITIES
Net loss	$	(6,384	)
Adjustment to reconcile net loss to net cash used in operating activities
Increase (decrease) in accrued expenses		5,000
Loan from related party		1,364

NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES		(20	)

INVESTING ACTIVITIES		-

FINANCING ACTIVITIES
Proceeds from sale of common stock		10,000

NET CASH PROVIDED BY FINANCING ACTIVITIES		10,000

NET INCREASE (DECREASE) IN CASH		9,980

CASH, BEGINNING OF PERIOD		-

CASH, END OF PERIOD	$	9,980

Supplemental cash flow information and noncash financing activities:

Cash paid for:

Interest

Income taxes

The accompanying notes are an integral part of these financial statements

NOTE 1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION

Revival Resources, Inc. (“Company”) is in the initial development stage and has incurred losses since inception totalling $6,384. The Company was incorporated on February 19, 2010 in the State of Nevada and established a fiscal year end of March 31st. The Company is a development stage company and is a mineral exploration company.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The financial statements present the balance sheet, statements of operations, stockholders’ deficit and cash flows of the Company. These financial statements are presented in United States dollars and have been prepared in accordance with accounting principles generally accepted in the United States.

Use of Estimates and Assumptions

Preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.

Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents.

Fair Value

In accordance with the requirements of ASC Topic 820, the Company has determined the estimated fair value of financial instruments using available market information and appropriate valuation methodologies. The fair value of financial instruments classified as current assets or liabilities approximate their carrying value due to the short-term maturity of the instruments.

Income Taxes

The Company follows the liability method of accounting for income taxes in accordance with ASC Topic 740. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax balances. Deferred tax assets and liabilities are measured using enacted or substantially enacted tax rates expected to apply to the taxable income in the years in which those differences are expected to be recovered or settled. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the date of enactment or substantive enactment.

Revenue and Cost Recognition

The Company has no current source of revenue; therefore the Company has not yet adopted any policy regarding the recognition of revenue or cost.

Advertising

The company expenses advertising as incurred. The company has had no advertising since inception.

Property

The Company does not own or lease any real property.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Net Loss per Share

Basic loss per share includes no dilution and is computed by dividing loss available to common stockholders by the weighted average number of common shares outstanding for the period. Dilutive loss per share reflects the potential dilution of securities that could share in the losses of the Company. Because the Company does not have any potentially dilutive securities, the accompanying presentation is only of basic loss per share.

Foreign Currency Translation

The financial statements are presented in United States dollars. In accordance with ASC Topic 830, "Foreign Currency Translation", foreign denominated monetary assets and liabilities are translated to their United States dollar equivalents using foreign exchange rates which prevailed at the balance sheet date. Non-monetary assets and liabilities are translated at exchange rates prevailing at the transaction date. Revenue and expenses are translated at average rates of exchange during the periods presented. Related translation adjustments are reported as a separate component of stockholder’s equity (deficit), whereas gains or losses resulting from foreign currency transactions are included in results of operations.

Stock-based Compensation

The Company has not adopted a stock option plan and has not granted any stock options. Accordingly, no stock-based compensation has been recorded to date.

Share Based Expenses

In accordance with ASC Topic 230, this statement requires a public entity to expense the cost of employee services received in exchange for an award of equity instruments. This statement also provides guidance on valuing and expensing these awards, as well as disclosure requirements of these equity arrangements. The Company adopted ASC Topic 230 upon creation of the company and expenses share based costs in the period incurred.

Recent Accounting Pronouncements

The company has evaluated all the recent accounting pronouncements through May 25, 2010 and believe that none of them will have a material effect on the company’s financial statement.

NOTE 3 – GOING CONCERN

The Company’s financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern. This contemplates the realization of assets and the liquidation of liabilities in the normal course of business. Currently, the Company does not have cash nor material assets, nor does it have operations or a source of revenue sufficient to cover its operation costs and allow it to continue as a going concern. The Company has a deficit accumulated since inception (February 19, 2010) through March 31, 2010, of ($6,384).The Company will be dependent upon the raising of additional capital through placement of our common stock in order to implement its business plan. There can be no assurance that the Company will be successful in either situation in order to continue as a going concern. The Company is funding its initial operations by way of issuing Founder’s shares. As of March 31, 2010, the Company had issued 10,000,000 Founder’s shares sold at $0.001 per share. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty

The officers and directors have committed to advancing certain operating costs of the Company.

NOTE 4 - FAIR VALUE OF FINANCIAL INSTRUMENTS

In accordance with ASC Topic 825 and 820 the Company has determined the estimated fair value of financial instruments using available market information and appropriate valuation methodologies. The fair value of financial instruments classified as current assets or liabilities approximate their carrying value due to the short-term maturity of the instruments.

NOTE 5 – CAPITAL STOCK

The Company’s capitalization is 75,000,000 common shares with a par value of $0.001 per share. No preferred shares have been authorized or issued.

As of March 31, 2010, the Company has not granted any stock options and has not recorded any stock-based compensation.

On February 24, 2010, a director of the Company purchased 10,000,000 shares of the common stock in the Company at $0.001 per share for $10,000. The Company has 10,000,000 shares issued and outstanding as at March 31, 2010

NOTE 6 – INCOME TAXES

We did not provide any current or deferred U.S. federal income tax provision or benefit for any of the periods presented because we have experienced operating losses since inception. In accordance with ASC Topic 740 – Accounting for Income Tax and ASC Topic 605 - Accounting for Uncertainty in Income Taxes, when it is more likely than not that a tax asset cannot be realized through future income the Company must allow for this future tax benefit. We provided a full valuation allowance on the net deferred tax asset, consisting of net operating loss carryforwards, because management has determined that it is more likely than not that we will not earn income sufficient to realize the deferred tax assets during the carryforward period.

The components of the Company’s deferred tax asset as of March 31, 2010 are as follows:

March 31, 2010

Net operating loss carry forward $ 6,384

Times Tax at Statutory rate 35%

Deferred Tax Asset 2,234

Valuation allowance (2,234)

Net deferred tax asset $ 0

The net federal operating loss carry forward will expire between 2028 and 2029. This carry forward may be limited upon the consummation of a business combination under IRC Section 381.

NOTE 7 – LOAN PAYABLE – RELATED PARTY LOANS

On Feb 19, 2010 the Shareholder paid incorporation costs of $1,364 on behalf of the Company. This was booked as a loan from related party. The loan is payable on demand and without interest.

NOTE 8 - SUBSEQUENT EVENTS

On April 27, 2010 the Company entered into an option agreement with an affiliate to purchase 100% undivided interest in a mining claim located in the Invermere area, British Columbia, Canada.

The Company, according to the option agreement, must complete exploration expenditure of $12,500 on or before April 30, 2011. A further $45,000 of completed exploration expenditures on or before April 30, 2012 for an aggregate minimum exploration expenses of $57,500.

Upon exercise of the option the Company agrees to pay the Vendor, commencing July 1, 2013, the sum of $35,000 per annum for as long as the Company holds any interest in the Claims.

The Company has evaluated subsequent events through May 28, 2010, the date which the financial statements were available to be issued, and no other events have occurred.

MANAGEMENT’S DISCUSSION AND ANALYSIS

You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and related notes appearing elsewhere in this prospectus. This discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including, but not limited to, those set forth under “Risk Factors and Uncertainties” and elsewhere in this prospectus.

Overview

We were recently incorporated on February 19, 2010 in the State of Nevada, we have no subsidiaries. We have not begun operations and we have not generated any revenue. We intend to commence operations as an exploration stage company. We will be engaged in the exploration of mineral properties with a view to exploiting any mineral deposits we discover. We own an option to acquire an undivided 100% beneficial interest in a mineral claim in the Pretty Girl 4 group consisting of six claims, 4 are contiguous claims, two nearby claims and one reverted crown grant (totaling 350 hectares) in the Golden Mining Division situated approximately18 kilometers west of Invermere, B.C. We do not have any current plans to acquire interests in additional mineral properties, though we may consider such acquisitions in the future.

Our auditors have issued a going concern opinion. This means that our auditors believe there is substantial doubt that we can continue as an on-going business for the next twelve (12) months. Our auditors’ opinion is based on the uncertainty of our ability to establish profitable operations. The opinion results from the fact that we have not generated any revenues. Accordingly, we must raise cash from sources other than operations. Our only other source for cash at this time is investments by others in our Company. We must raise cash to implement our project and begin our operations. The money we raise in this offering would last an estimated 12 months, however we will require additional beyond the proceeds raised in this offering getting to a level of operations.

We have only one Officer and one Director who is one and the same person. She is responsible for our managerial and organizational structure which will include preparation of disclosure and accounting controls under the Sarbanes Oxley Act of 2002. When these controls are implemented, she will be responsible for the administration of the controls. Should she not have sufficient experience, she may be incapable of creating and implementing the controls which may cause us to be subject to sanctions and fines by the Securities and Exchange Commission which ultimately could cause you to lose your investment.

The Company’s ability to commence operations is entirely dependent upon the proceeds to be raised in this offering. If we cannot raise at least the minimum offering amount, we will be unable to establish a base of operations, without which it will be unable to begin to generate any revenues in the future. If we do not produce sufficient cash flow to support its operations over the next 12 months, the Company will need to raise additional capital by issuing capital stock in exchange for cash in order to continue as a going concern. There are no formal or informal agreements to attain such financing. We cannot assure any investor that, if needed, sufficient financing can be obtained or, if obtained, that it will be on reasonable terms. Without realization of additional capital, it would be unlikely for operations to continue and any investment made by an investor would be lost in its entirety.

We do not expect to incur research and development costs within the next twelve (12) months. We currently do not own any significant plant or equipment that it would seek to sell in the near future. Management does not anticipate the need to hire employees over the next twelve (12) months. Currently, the Company believes the services provided by its officer and director appears sufficient at this time. The Company has not paid for any expenses on behalf of any director.

Plan of Operations

The success of our business plan is dependent upon raising 25% of the proceeds from this offering. If we are successful in the raise we plan to implement the following initial exploration program consisting of two phases. The first phase would consist of soil geochemical and soil grid sampling and prospecting. Geochemical sampling involves gathering rock and soil samples from property areas with the most potential to host economically significant mineralization. Prospecting involves analyzing rocks on the property surface with a view to discovering indications of potential mineralization. All samples gathered are sent to a laboratory where they are crushed and analyzed for metal content.

Phase I is estimated to cost up to $66,000 as described below:

		If 25% of Share Sold		If 50% of Share Sold		If 75% of Share Sold		If 100% of Share Sold

Soil Geochem./soil grid samples	$	6,000	$	8,500	$	11,000	$	14,000
Geologist	$	8,500	$	12,500	$	17,000	$	22,500
Geo-technician	$	3,500	$	6.000	$	9,500	$	12,500
Assays	$	500	$	1,000	$	5,500	$	9,500
Travel	$	1,500	$	1,500	$	3,000	$	5,000
Reports	$	500	$	500	$	1,500	$	2,500
SUB-TOTAL	$	20,500	$	30,000	$	47,500	$	66,000

The Company has estimated the allocation of the anticipated proceeds for Phase I described above from this offering based upon the Company successfully selling 25%, 50%, 75% and 100% of the shares in this offering. (Potential investors must be aware that there is no guarantee or assurance that the Company will be successful in raising any of the estimated proceeds).

If the Company is unsuccessful in raising the full $120,000 from the offering we would be required to limit Phase I exploration by reducing the number of samples we take. Potential investors must be aware that any decrease in sampling and/or prospecting will reduce the potential for success in discovering metals on the property and consequently increase the likelihood of our business to fail. If we are unsuccessful with the Phase I exploration program any investment made into the Company would be lost in its entirety.

The second phase would consist of a follow-up of the initial stage geological mapping and include detailed geological mapping. Geological mapping involves plotting previous exploration data relating to a property on a map in order to determine the best property locations to conduct subsequent exploration work.

Phase II would cost up to $37,300 as outlined below.

		If 25% of Share Sold		If 50% of Share Sold		If 75% of Share Sold		If 100% of Share Sold

Geological Interpretation/Mapping	$	0	$	7,800	$	12,000	$	14,500
MAG-VLF Survey	$	0	$	11,000	$	14,000	$	19,000
Data Reduction Report	$	0	$	1,500	$	3,300	$	3,800
SUB-TOTAL	$	0	$	20,300	$	29,300	$	37,300

The Company has estimated the allocation of the anticipated proceeds for Phase II described above from this offering based upon the Company successfully selling 25%, 50%, 75% and 100% of the shares in this offering. (Potential investors must be aware that there is no guarantee or assurance that the Company will be successful in raising any of the estimated proceeds).

If the Company is unsuccessful in raising the full $120,000 from the offering resulting in reduced sampling; subsequently the mapping would also be limited. In fact, if 25% or less of the anticipated offering is achieved there would be no funds available for mapping. This would be detrimental to the success of the exploration program and would likely result in business failure resulting in a complete loss of any investment made into the Company

Please note that the above are estimates and the costs may be significantly different that the above figures. Moreover the above estimates do not include expenses associated with this offering, estimated at $5,700.

We plan to commence the phase one exploration program on the mineral claim after raising the required funds from this offering. There can be no guarantee or assurance that the Company will be able to raise the required proceeds through this offering to fund either Phase I or Phase II described above. If the Company is unable to raise the required proceeds from this offering its business plan would fail and any investment made into the Company would be lost.

Currently management estimates the proceeds from this offering can be raised within 120 days if and when the prospectus herein is deemed effective by the SEC. Contingent upon this offering and once the proceeds are raised Phase I should begin from approximately 30 to 60 days. We currently do not have any verbal or written agreement regarding the retention of any qualified engineer or geologist for either of these exploration programs and do not plan on obtaining any such retention until the proceeds from this offering are raised.

We will require additional funding in order to proceed with the exploration on the mineral claim within British Columbia and satisfy the option agreement by and between Danial Wessels and the Company. We are contingent upon additional funding from equity financing from the sale of our common stock through this offering. Other than described herein we do not have any arrangements in place for any future equity financing or loans.

Title to the Mineral Claims

Pretty Girl 4 mineral claim group is located in British Columbia, Canada. The Pretty Girl 4 group consists of six claims, 4 are contiguous claims, two nearby claims and one reverted crown grant (totaling 350 hectares) in The property is located the Golden Mining Division situated approximately18 kilometers west of Invermere, B.C. Title to the claim is held by Danial Wessels of Richmond BC. The Company has an option to purchase the claim based upon certain conditions being met by the Company.

A “mineral claim” refers to a specific section of land over which a title holder owns rights to explore the ground and subsurface, and extract minerals.

Claim details are as follows:	Mining Claim (Tenure):	753362

On April 27, 2010 Dan Wessels granted to Revival the sole and exclusive right and option to acquire an undivided 100% of the right, title and interest to the Claims, subject only to Danial Wessels receiving the consideration:

(a)

Revival, or its permitted assigns, incurring exploration expenditures on the Claims of a minimum of $12,500 on or before April 30, 2011; and

(b)

Revival, or its permitted assigns, incurring exploration expenditures on the Claims of a further $45,000 (for aggregate minimum exploration expenses of $57,500) on or before April 30, 2012.

Upon exercise of the Option, Revival agrees to pay Danial Wessels, commencing July 1, 2013, the sum of $35,000 per annum for so long as Revival, or its permitted assigns, holds any interest in the Claims. Failure to make any such annual payment shall result in termination of the Option Agreement.

A mineral exploration license is issued for one year. In order to maintain the claims, we must pay a fee of less than $1,000 per year, or we must perform work on the claims. As long as the fees are paid, no work has to be performed to maintain the claims in good order. The renewal fees may increase in the future.

Mineralization/ Exploration History

The Pretty Girl 4 Mineral Claims are situated on Bruce Creek at 2300 metres elevation above sea level in the Golden Mining Division.

Regionally, the area is underlain by Proterozoic classic sedimentary rocks of the Purcell and Windermere super-grounds and by lower Paleozoic strata of the Beaverfoot and Mount Forster formations (Geoscience Map 1995-1).

The Purcell Supergroup strata include the Aldridge, Creston, Kitchener, Dutch Creek and Mount Nelson formations. The Windermere Supergroup unconformably overlies the Purcell Supergroup rocks and includes the Toby Formation and Horsethief Creek Group (Paper 1990-1).

In the vicinity of the occurrence, rocks of the Kitchener and Dutch Creek formations have been further subdivided and assigned to the Van Creek and Gateway formations. The Van Creek Formation correlates with the Lower Kitchener Formation while the Gateway Formation is equivalent to the lower portion of the Dutch Creek Formation. The Mount Nelson Formation has been subdivided into seven discrete members, a lower quartzite, a lower dolomite, a middle dolomite, a purple dolomite, an upper middle dolomite, and upper quartzite, and an upper dolomite (Open File 1990-26).

Rocks of the Horsethief Creek Group, Beaverfoot and Mount Forster formations are folded and overthrusted by rocks of the upper portion of the Dutch Creek Formation and the lower members of the Mount Nelson Formation. The sedimentary rocks have undergone regional metamorphism to at least greenschist facies.

One of the claims, the Sitting Bull claim, was previously in production. Sitting Bull consists of galena and stribnite occurring in 5 to 30 centimeter wide quartz veins which are emplaced parallel to the bedding of the host Mount Nelson dolomite (Minister of Mines Annual Report 1915). This claim has been explored with several adits and a vertical shaft driven to a depth of 25 metres. In 1919, 12 tons of high grade ore was mined from the workings to produce 32,472 grams of silver and 3841 kilograms of lead.

Bibliography

EMPR AR 1899-595,667; 1902-303; 1915-96; 1916-187; *1817-145,178; 1918-151; 1919-113; 1925-222

EMPR BC METAL MM00580

EMPR FIELDWORK 1989, pp. 29-37

EMPR GEOS MAP 1995-1

EMPR INDEX 3-213

EMPR OF 1990-26

EMPR PF (82KSE General File - Geology map by P. Billingsley, 1958)

GSC MAP 1326A

GSC MEM 369

Pope, A.J. (1989): The Tectonics and Mineralization of the Toby- Horsethief Creek Area, Purcell Mountains, Southeast British Columbia, Canada, unpublished Ph.D. Thesis, University of London, England

Date Coded: 1985/07/24 Coded By: BC Geological Survey (BCGS)

Date Revised: 1995/09/15 Revised By: Gilles J. Arseneau (GJA)

Compliance with Government Regulation

We will be required to comply with all regulations, rules and directives of governmental authorities and agencies applicable to the exploration of minerals in the Canada generally, and in British Columbia specifically.

We will have to sustain the cost of reclamation and environmental mediation for all exploration and development work undertaken. The amount of these costs is not known at this time as we do not know the extent of the exploration program that will be undertaken beyond completion of the currently planned work programs. Because there is presently no information on the size, tenor, or quality of any resource or reserve at this time, it is impossible to assess the impact of any capital expenditures on earnings or our competitive position in the event a potentially economic deposit is discovered.

If we enter into production, the cost of complying with permit and regulatory environment laws will be greater than in the exploration phases because the impact on the project area is greater. Permits and regulations will control all aspects of any production program if the project continues to that stage because of the potential impact on the environment. Examples of regulatory requirements include:

Water discharge will have to meet water standards;

Dust generation will have to be minimal or otherwise re-mediated;

Dumping of material on the surface will have to be re-contoured and re-vegetated;

An assessment of all material to be left on the surface will need to be environmentally benign;

Ground water will have to be monitored for any potential contaminants;

The socio-economic impact of the project will have to be evaluated and if deemed negative, will have to be re-mediated; and

There will have to be an impact report of the work on the local fauna and flora.

Results of Operations for the Period from Inception Through March 31, 2010

We have not earned any revenues from our incorporation on February 19, 2010 to March 31, 2010. We do not anticipate earning revenues unless we enter into commercial production on the claim, which is doubtful. We have not commenced the exploration stage of our business and can provide no assurance that we will discover economic mineralization on either of the claims, or if such minerals are discovered, that we will enter into commercial production.

We incurred operating expenses in the amount of $6,384 for the period from our inception on February 19, 2010 to March 31, 2010. These operating expenses were comprised of bookkeeping and audit fees.

We have not attained profitable operations and are dependent upon obtaining financing to pursue exploration activities. For these reasons our auditors believe that there is substantial doubt that we will be able to continue as a going concern.

Limited Operating History; Need for Additional Capital

There is no historical financial information about us upon which to base an evaluation of our performance. Revival was incorporated in the State of Nevada on February 19, 2010; we are an exploration stage company and have not generated any revenues from operations. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, and implementation of our business strategies. (See "Risk Factors").

We are seeking equity financing though this offering to provide for the capital required to source our initial exploration programs. Equity financing could result in additional dilution to existing shareholders. There is no assurance we will receive the required financing to complete our exploration programs.

Even if we are successful in raising proceeds from this offering we have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations.

At the present time, Revival has sufficient funds to address the administrative costs of this offering only. This assumption is based on the fact that, as of March 31, 2010, we had cash on hand of $9,980 with $6,364 of liabilities. We anticipate a total of $5,700 of expenses relating to this offering.

We have no plans to undertake product research and development during the term covered by this registration. There are also no plans or expectations to purchase or sell any plant and or significant equipment in the first year of operations. Management also has no intention of hiring employees over the next twelve months.

Off-Balance Sheet Arrangements

We do not have any off balance sheet arrangements that are reasonably likely to have a current or future effect on our financial condition, revenues, results of operations, liquidity or capital expenditures.

Critical Accounting Policies and Estimates

See Note 2 to the financial statements contained elsewhere in this registration statement for a complete summary of the significant accounting policies used in the presentation of our financial statements. The summary is presented to assist the reader in understanding the financial statements. The accounting policies used conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the financial statements.

Our critical accounting policies are as follows:

Exploration Expenditures

All exploration expenditures are expensed as incurred. Significant property acquisition payments for active exploration properties are capitalized. If no mineable ore body is discovered, previously capitalized costs are expensed in the period and the property is abandoned.

Goodwill

In accordance with Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets,” at least annually goodwill is tested for impairment by applying a fair value based test. In assessing the value of goodwill, assets and liabilities are assigned to the reporting units and a discounted cash flow analysis is used to determine fair value. There was no impairment loss revealed by this test as of March 31, 2010.

Derivative Financial Instruments

The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. Derivative financial instruments are initially measured at their fair value. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value, with changes in the fair value reported as charges or credits to income. For option-based derivative financial instruments, we use the Black-Scholes option pricing model to value the derivative instruments.

	Payments due by period
Contractual obligations	Total		Less than 1 year		1-3 years		3-5 years		More than 5 years
Option Agreement		1	$	12,500	$	80,000	$	70,000
[Long-Term Debt Obligations]
[Capital Lease Obligations]
[Operating Lease Obligations]
[Purchase Obligations]
[Other Long-Term Liabilities Reflected on the Registrant's Balance Sheet under GAAP]
Total		1	$	12,500	$	80,000	$	70,000

As of April 27, 2010, we had the following Option Agreement contractual obligation with Danial Wessels in place:

On April 27, 2010 Danial Wessels granted to Revival the sole and exclusive right and option to acquire an undivided 100% of the right, title and interest to the Claims, subject only to Danial Wessels receiving the consideration:

(a)

Revival, or its permitted assigns, incurring exploration expenditures on the Claims of a minimum of $12,500 on or before April 30, 2011; and

(b)

Revival, or its permitted assigns, incurring exploration expenditures on the Claims of a further $45,000 (for aggregate minimum exploration expenses of $57,500) on or before April 30, 2012.

Upon exercise of the Option, Revival agrees to pay AMC, commencing July 1, 2013, the sum of $35,000 per annum for so long as Revival, or its permitted assigns, holds any interest in the Claims. Failure to make any such annual payment shall result in termination of the Option Agreement and ability of Revival to acquire the property.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

Revival’s executive officer and director and her respective age as of March 31, 2010 are as follows:

Directors:

Name of Director	Age
Caroline Swart 5 Phezulu Villas Zimbali Balito KZN 4420 South Africa	43

Executive Officers:

Name of Officer	Age	Office
Caroline Swart 5 Phezulu Villas Zimbali Balito KZN 4420 South Africa	43	President, Chief Financial Officer, Chief Executive Officer

The term of office for each director is one year, or until the next annual meeting of the shareholders.

Biographical Information

Set forth below is a brief description of the background and business experience of our executive officer and director for the past five years

Caroline Swart, CEO, CFO, President, and Member of the Board of Directors: For the past five (5) years Caroline has been running her own business Exclusive Finance, PTY LTD. Her position entails that of Financial Director which involves Book-keeping, Bank reconciliations, Account payments, Debtors & Creditors and overseeing the normal day to day running of the Company.

Ms. Swart will be able to spend up to 10 hours per week on the development of Revival Resources, Inc. at no cost to the Company.

Revival’s sole Officer and Director has not been involved, during the past five years, in any bankruptcy proceeding, conviction or criminal proceedings; has not been subject to any order, judgment, or decree, not subsequently reversed or suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; and has not been found by a court of competent jurisdiction, the Commission or the Commodity Futures trading Commission to have violated a federal or state securities or commodities law.

EXECUTIVE COMPENSATION

Summary Compensation Table

Name and principal position		Fiscal Year		Salary		Bonus		Other annual compensation		Restricted stock award(s)		Securities underlying options/ SARs		LTIP payouts		All other compensation
Caroline Swart Director, President		2010		0		0		0		0		0		0		0

There has been no cash payment paid to the executive officer for services rendered in all capacities to us for the period ended March 31 2010. There has been no compensation awarded to, earned by, or paid to the executive officer by any person for services rendered in all capacities to us for the fiscal period ended March 31 2010. No compensation is anticipated within the next six months to any officer or director of the Company.

Stock Option Grants

Revival did not grant any stock options to the executive officer during the most recent fiscal period ended March 31, 2010. Revival has also not granted any stock options to the executive officer since incorporation, February 19, 2010.

Employment Agreements

There are currently no employment agreements and none are anticipated to be entered into within the next twelve months.

Significant Employees

Revival has no significant employees other than the officer and director described above, whose time and efforts are being provided to Revival without compensation.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table provides the names and addresses of each person known to Revival to own more than 5% of the outstanding common stock as of March 31, 2010 and by the officers and directors, individually and as a group. Except as otherwise indicated, all shares are owned directly.

Title of class		Name and address of beneficial owner		Amount of beneficial ownership		Percent of class
Common Stock		Caroline Swart 5 Phezulu Villas Zimbali Balito KZN 4420 South Africa		10,000,000 shares		100%

The percent of class is based on 10,000,000 shares of common stock issued and outstanding as of March 31, 2010. Caroline Swart, the sole officer and director was issued 10,000,000 common shares in February 2010 for consideration of $10,000, which represents 100% of the current outstanding stock.

Change in Control

We are not aware of any arrangement that might result in a change in control in the future.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

There are no promoters being used in relation with this offering, except that under the definition of promoter in Rule 405 of Regulation C of the Securities Act of 1933, Caroline Swart as founder of Revival Resources, Inc. is considered a promoter with respect to this offering. No persons who may, in the future, be considered a promoter will receive or expect to receive assets, services or other consideration from us. No assets will be or are expected to be acquired from any promoter on behalf of Revival. We have not entered into any agreements that require disclosure to our shareholders.

Other than the Option to Purchase the Claim by and between Danial Wessels and the Company described herein, none of the following parties has, since the date of incorporation, had any material interest, direct or indirect, in any transaction with us or in any presently proposed transaction that has or will materially affect us:

-The sole Officer and Director;

-Any person proposed as a nominee for election as a director;

-Any person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to the outstanding shares of common stock;

-Any relative or spouse of any of the foregoing persons who have the same house as such person.

DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

Our By-laws provide for the elimination of the personal liability of our officers, directors, corporate employees and agents to the fullest extent permitted by the provisions of Nevada General Corporation Law. Under such provisions, the director, officer, corporate employee or agent who in his capacity as such is made or threatened to be made, party to any suit or proceeding, shall be indemnified if it is determined that such director or officer acted in good faith and in a manner she reasonably believed to be in or not opposed to the best interests of our company. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers, and persons controlling our company pursuant to the foregoing provision, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities is asserted by one of our directors, officers, or controlling persons in connection with the securities being registered, we will, unless in the opinion of our legal counsel the matter has been settled by controlling precedent, submit the question of whether such indemnification is against public policy to a court of appropriate jurisdiction. We will then be governed by the court's decision.

CORPORATE GOVERNANCE

Board of Directors Structure

The number of directors constituting the entire Board of Directors shall be the number, not less than one nor more than ten, fixed from time to time by a majority of the total number of directors which the Corporation would have, prior to any increase or decrease, if there were no vacancies, provided, however, that no decrease shall shorten the term of an incumbent director.

THE SEC’S POSITION ON INDEMNIFICATION FOR

SECURITIES ACT LIABILITIES

Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, may be permitted to our directors, officers or controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC this indemnification is against public policy as expressed in the Securities Act of 1933, as amended, and is, therefore, unenforceable.

TRANSFER AGENT AND REGISTRAR

Revival has not engaged the services of a registrar and transfer agent for our shares of common stock. We plan to select and engage a Transfer Agent within the next six (6) months.

LEGAL MATTERS

The validity of the securities offered hereby will be passed upon for Revival by Diane D. Dalmy Attorney at Law

8965 W. Cornell Place, Colorado 80227, (303) 985-9324 (telephone), (303) 988-6954 (facsimile)

WHERE YOU CAN FIND MORE INFORMATION

We are subject to the informational requirements of the Exchange Act and, accordingly, file current and periodic reports, proxy statements and other information with the SEC. We have also filed a registration statement on Form S-1 under the Securities Act, as amended, in connection with this offering. This prospectus, which is part of the registration statement, does not contain all of the information contained in the registration statement. For further information with respect to us and the shares of common stock offered hereby, reference is made to such registration statement, including the exhibits thereto, which may be read, without charge, and copied at the public reference facilities maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. The public may obtain information on the operation of the public reference room by calling the SEC at 1-800-SEC-0330. The SEC maintains a site on the World Wide Web at http://www.sec.gov that contains current and periodic reports, proxy statements and other information regarding registrants that filed electronically with the SEC. Statements contained in this prospectus as to the intent of any contract or other document referred to are not necessarily complete, and in each instance reference is made to the copy of such contract or other document filed as an exhibit to this registration statement, each such statement being qualified in all respects by such reference.

GLOSSARY OF CERTAIN MINING TERMS

ALTERATION: Any physical or chemical change in a rock or mineral subsequent to its formation. Milder and more localized than metamorphism.

ASSAY: A chemical test performed on a sample of ores or minerals to determine the amount of valuable metals contained.

BASE METAL: Any non-precious metal (e.g. copper, lead, zinc, nickel, etc.).

COMMERCIALLY MINEABLE ORE BODY: A mineral deposit that contains ore reserves that may be mined economically.

CORE: The long cylindrical piece of rock, about an inch in diameter, brought to surface by diamond drilling.

DEVELOPMENT: Work carried out for the purpose of opening up a mineral deposit and making the actual ore extraction possible.

DIAMOND DRILL: A rotary type of rock drill that cuts a core of rock that is recovered in long cylindrical sections, two centimeters or more in diameter.

DILUTION: Rock that is, by necessity, removed along with the ore in the mining process, subsequently lowering the grade of the ore.

DIP: The angle at which a vein, structure or rock bed is inclined from the horizontal as measured at right angles to the strike. A vein is a mineralized zone having a more or less regular development in length, width and depth, which clearly separates it from neighboring rock. A strike is the direction or bearing from true north of a vein or rock formation measured on a horizontal surface.

DISSEMINATED ORE: Ore carrying small particles of valuable minerals spread more or less uniformly through the host rock.

DRIFT: A horizontal underground opening that follows along the length of a vein or rock formation as opposed to a cross-cut which crosses the rock formation.

EPITHERMAL DEPOSIT: A mineral deposit consisting of veins and replacement bodies, usually in volcanic or sedimentary rocks, containing precious metals, or, more rarely, base metals.

EXPLORATION: Work involved in searching for ore, usually by drilling or driving a drift.

FOOTWALL: The rock on the underside of a vein or ore structure.

FRACTURE: A break in the rock, the opening of which allows mineral bearing solutions to enter. A “cross-fracture” is a minor break extending at more-or-less right angles to the direction of the principal fractures.

FREE MILLING: Ores of gold or silver from which the precious metals can be recovered by concentrating methods without resort to pressure leaching or other chemical treatment.

GEOPHYSICAL SURVEY: Indirect methods of investigating the subsurface geology using the applications of physics including electric, gravimetric, magnetic, electromagnetic, seismic, and radiometric principles.

GRADE: The average assay of a ton of ore, reflecting metal content.

HOST ROCK: The rock surrounding an ore deposit.

INTRUSIVE: A body of igneous rock formed by the consolidation of magma intruded into other rocks, in contrast to lavas, which are extruded upon the surface.

LIMESTONE: A bedded, sedimentary deposit consisting chiefly of calcium carbonate.

LODE: A mineral deposit in solid rock.

METAMORPHIC ROCKS: Rocks which have undergone a change in texture or composition as the result of heat and/or pressure.

MILL: A processing plant that produces a concentrate of the valuable minerals or metals contained in an ore. The concentrate must then be treated in some other type of plant, such as a smelter, to affect recovery of the pure metal, recovery being the percentage of valuable metal in the ore that is recovered by metallurgical treatment.

MINE DEVELOPMENT: The work carried out for the purpose of opening up a mineral deposit and making the actual ore extraction possible

MINERAL: A naturally occurring homogeneous substance having definite physical properties and chemical composition and, if formed under favorable conditions, a definite crystal forms.

MINERAL RESERVE: The economically mineable part of a measured or indicated mineral resource. Appropriate assessments, often called feasibility studies, have been carried out and include consideration of and modification by realistically assumed mining, metallurgical, economic, marketing, legal, environmental, social, and governmental factors. These assessments demonstrate, at the time of reporting, that extraction is reasonably justified. Mineral reserves are sub-divided, in order of increasing confidence, into probable and proven categories. A probable reserve is the economically mineable part of an indicated (and in certain circumstances, measured) resource. A proven reserve is the economically mineable part of a measured resource.

MINERAL RESOURCE: A deposit or concentration of natural, solid, inorganic or fossilized organic substance in such quantity and at such grade or quality that extraction of the material at a profit is currently or potentially possible. Mineral resources are sub-divided, in order of increasing geological confidence, into inferred, indicated and measured categories. An inferred resource designation comes from limited sampling data insufficient for verification of deposit quantity and quality, but it is usually supported by limited geological, geochemical and geophysical data. An indicated resource designation comes from sampling data spaced closely enough to allow certain assumptions of deposit quantity and quality and to clearly establish its mineral content. Finally, a measured resource designation comes from sampling data spaced closely enough to allow confirmation of deposit quantity and quality and to allow a preliminary evaluation of the economic viability of the deposit.

MINERALIZED MATERIAL OR DEPOSIT: A mineralized body, which has been delineated by appropriate drilling and/or underground sampling to support a sufficient tonnage and average grade of metal(s). Under SEC standards, such a deposit does not qualify as a reserve until a comprehensive evaluation, based upon unit cost, grade, recoveries, and other factors, conclude economic feasibility.

OUTSIDE BACK COVER:

PROSPECTUS

Subject To Completion: Dated ______, 2010

REVIVAL RESOURCES, INC.

4,000,000 shares of common stock, no minimum / 4,000,000 maximum Offered at $0.03 per share

Until _______________, all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealer obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

PART II - INFORMATION NOT REQUIRED IN THE PROSPECTUS

OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The estimated costs of this offering are as follows:

Securities and Exchange Commission registration and filing fees	$	1,500.00
Transfer Agent fees	$	3,700.00
Printing	$	500.00

Total	$	5,700.00

Revival is paying all expenses of the offering listed above.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

Our officers and directors are indemnified as provided by the Nevada Revised Statutes (the “DRS”) and our bylaws.

Under the DRS, director immunity from liability to a company or its shareholders for monetary liabilities applies automatically unless it is specifically limited by a company's articles of incorporation that is not the case with our articles of incorporation. Excepted from that immunity are:

a willful failure to deal fairly with the company or its shareholders in connection with a matter in which the director has a material conflict of interest;

a violation of criminal law (unless the director had reasonable cause to believe that his or her conduct was lawful or no reasonable cause to believe that his or her conduct was unlawful);

a transaction from which the director derived an improper personal profit; and

willful misconduct.

Our bylaws provide that we will indemnify our directors and officers to the fullest extent not prohibited by Nevada law; provided, however, that we may modify the extent of such indemnification by individual contracts with our directors and officers; and, provided, further, that we shall not be required to indemnify any director or officer in connection with any proceeding (or part thereof) initiated by such person unless:

such indemnification is expressly required to be made by law;

the proceeding was authorized by our Board of Directors;

such indemnification is provided by us, in our sole discretion, pursuant to the powers vested us under Nevada law; or

such indemnification is required to be made pursuant to the bylaws.

Our bylaws provide that we will advance all expenses incurred to any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that she is or was our director or officer, or is or was serving at our request as a director or executive officer of another company, partnership, joint venture, trust or other enterprise, prior to the final disposition of the proceeding, promptly following request. This advancement of expenses is to be made upon receipt of an undertaking by or on behalf of such person to repay said amounts should it be ultimately determined that the person was not entitled to be indemnified under our bylaws or otherwise.

Our bylaws also provide that no advance shall be made by us to any officer in any action, suit or proceeding, whether civil, criminal, administrative or investigative, if a determination is reasonably and promptly made: (a) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to the proceeding; or (b) if such quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, that the facts known to the decision- making party at the time such determination is made demonstrate clearly and convincingly that such person acted in bad faith or in a manner that such person did not believe to be in or not opposed to our best interests.

RECENT SALES OF UNREGISTERED SECURITIES

We have sold securities within the past three years without registering the securities under the Securities Act of 1933 on one occasion.

February 24, 2010

We have issued 10,000,000 shares of common stock to Caroline Swart, our sole officer and director, for total consideration of $10,000, or $0.001 per share. The offer and sale was made pursuant to the exemption from registration afforded by Rule 903(b)(3) of the Regulation S, promulgated under the Securities Act of 1933, as amended (the “Securities Act”), on the basis that the securities were sold outside of US, to a non-US person, with no directed selling efforts in the US, and where offering restrictions were implemented.

We have spent a portion of the above proceeds to pay for costs associated with this prospectus and expect the balance of the proceeds to be mainly applied to further costs of this prospectus and administrative costs.

We shall report the use of proceeds on our first periodic report filed pursuant to sections 13(a) and 15(d) of the Exchange Act after the effective date of this Registration Statement and thereafter on each of our subsequent periodic reports through the later of disclosure of the application of all the offering proceeds, or disclosure of the termination of this offering..

EXHIBITS

EXHIBIT

NUMBER

DESCRIPTION

*3.1	Articles of Incorporation

*3.2

By-Laws

*5.1	Legal Opinion with Consent

*10.1

*10.4

Option to Purchase Agreement dated April 27 2010

Subscription Agreement

23.i	Consent of Accountant
23.ii	Consent of counsel, Diane Dalmy, 1775 Sherman Street Suite 205 Denver, CO 80203 (counsel’s consent is located in the legal opinion filed as Exhibit 5.1 to this registration statement).

UNDERTAKINGS

The undersigned Registrant hereby undertakes:

1. To file, during any period in which it offers or sells securities, a post- effective amendment to this Registration Statement to:

(a)	include any Prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(b)

reflect in the Prospectus any facts or events which, individually or together, represent a fundamental change in the information set forth in this Registration Statement; and notwithstanding the forgoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of Prospectus filed with the commission pursuant to Rule 424(b) if, in the aggregate, the changes in the volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective Registration Statement; and

(c)	include any additional or changed material information on the plan of distribution.

2. That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

3. To remove from registration by means of a post-effective amendment any of the securities being registered hereby which remain unsold at the termination of the offering.

4. That, for determining our liability under the Securities Act to any purchaser in the initial distribution of the securities, we undertake that in a primary offering of our securities pursuant to this Registration Statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, we will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i)	any preliminary Prospectus or Prospectus that we file relating to the offering required to be filed pursuant to Rule 424 (Section 230.424 of this chapter);

(ii)	any free writing Prospectus relating to the offering prepared by or on our behalf or used or referred to by us;

(iii)

the portion of any other free writing Prospectus relating to the offering containing material information about us or our securities provided by or on behalf of us; and

(iv)	any other communication that is an offer in the offering made by us to the purchaser.

Each Prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than Prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or Prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or Prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or Prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the provisions above, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable.

In the event that a claim for indemnification against such liabilities, other than the payment by us of expenses incurred or paid by one of our Directors, officers, or controlling persons in the successful defense of any action, suit or proceeding, is asserted by one of our Directors, officers, or controlling persons in connection with the securities being registered, we will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification is against public policy as expressed in the Securities Act, and we will be governed by the final adjudication of such issue.

SIGNATURES

In accordance with the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements of filing on Form S-1 and authorized registration statement to be signed on its behalf by the undersigned, in the city of Balito South Africa on June 2, 2010.

REVIVAL RESOURCES, INC.

By: /s/ CAROLINE SWART

Caroline Swart

President, Director

In accordance with the requirements of the Securities Act of 1933, this registration statement has been signed by the following person in the capacities and on the dates stated.

By: /s/ CAROLINE SWART

Caroline Swart

President, Director

Chief Financial Officer

Chief Accounting Officer

Secretary / Treasurer, Director

REVIVAL RESOURCES, INC. - FORM S-1 - June 4, 2010

Attached files