CUCO RESOURCES D $6M in equity / debt / options / securities to be acquired, sold $6M, 1 investor

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL

OMB Number:	3235-0076
Estimated average burden
hours per response:	4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

X None

Entity Type

0001536526

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

CUCO RESOURCES Ltd

Jurisdiction of Incorporation/Organization

ONTARIO, CANADA

Year of Incorporation/Organization

	Over Five Years Ago
X	Within Last Five Years (Specify Year)	2011
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
CUCO RESOURCES Ltd
Street Address 1		Street Address 2
155 UNIVERSITY AVENUE		SUITE 1230
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
TORONTO	ONTARIO, CANADA	M5H 3B7	647-247-1381

3. Related Persons

Last Name	First Name	Middle Name
Chug	Chetan
Street Address 1	Street Address 2
No. 4 Boya	Commune Lubumbashi
City	State/Province/Country	ZIP/PostalCode
Ville de Lubumbashi	CONGO, THE DEMOCRATIC REPUBLIC OF THE	00000

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Talib	Malik
Street Address 1	Street Address 2
2905 Tower Hill Crescent
City	State/Province/Country	ZIP/PostalCode
Vancouver	BRITISH COLUMBIA, CANADA	V7V 4W6

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Linnell	Richard
Street Address 1	Street Address 2
11 Tulbagh Street	Beverly Garden
City	State/Province/Country	ZIP/PostalCode
Randburg	SOUTH AFRICA	00000

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Brough	John
Street Address 1	Street Address 2
84 Golfdale Road
City	State/Province/Country	ZIP/PostalCode
Toronto	ONTARIO, CANADA	M4N 2B7

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Thomas	Kenneth
Street Address 1	Street Address 2
2005 Heartwood Court
City	State/Province/Country	ZIP/PostalCode
Mississauga	ONTARIO, CANADA	L5C 4J7

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Bradbury	Toby
Street Address 1	Street Address 2
11 4th Circular Road	Cantonments
City	State/Province/Country	ZIP/PostalCode
Accra	GHANA	00000

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

President and Chief Executive Officer

Last Name	First Name	Middle Name
Best	William
Street Address 1	Street Address 2
807 Davis Street	Suite 304
City	State/Province/Country	ZIP/PostalCode
Evanston	ILLINOIS	60201

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Chief Financial Officer

Last Name	First Name	Middle Name
Camilleri	Mark
Street Address 1	Street Address 2
40 Glenloch Road	Flat 3
City	State/Province/Country	ZIP/PostalCode
London	UNITED KINGDOM	NW3 4DN

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Corporate Secretary

Last Name	First Name	Middle Name
Pitirri	Anthony
Street Address 1	Street Address 2
539 Mayzel Road
City	State/Province/Country	ZIP/PostalCode
Burlington	ONTARIO, CANADA	L7R 3C6

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Director of Finance

Last Name	First Name	Middle Name
De Oliveria	Bira
Street Address 1	Street Address 2
RUA Fernandes Vieira, 181 Apto 501	Barrio Bomfim
City	State/Province/Country	ZIP/PostalCode
Porto Alegre - RS	BRAZIL	90035-091

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Chief Operating Officer

4. Industry Group

Agriculture Banking & Financial Services Commercial Banking Insurance Investing Investment Banking Pooled Investment Fund Is the issuer registered as an investment company under the Investment Company Act of 1940? Yes No Other Banking & Financial Services Business Services Energy Coal Mining Electric Utilities Energy Conservation Environmental Services Oil & Gas X Other Energy

Health Care Biotechnology Health Insurance Hospitals & Physicians Pharmaceuticals Other Health Care Manufacturing Real Estate Commercial Construction REITS & Finance Residential Other Real Estate

Retailing Restaurants Technology Computers Telecommunications Other Technology Travel Airlines & Airports Lodging & Conventions Tourism & Travel Services Other Travel Other

5. Issuer Size

Revenue Range		OR	Aggregate Net Asset Value Range
	No Revenues			No Aggregate Net Asset Value
	$1 - $1,000,000			$1 - $5,000,000
	$1,000,001 - $5,000,000			$5,000,001 - $25,000,000
	$5,000,001 - $25,000,000			$25,000,001 - $50,000,000
	$25,000,001 - $100,000,000			$50,000,001 - $100,000,000
	Over $100,000,000			Over $100,000,000
X	Decline to Disclose			Decline to Disclose
	Not Applicable			Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

Rule 504(b)(1) (not (i), (ii) or (iii))		Rule 505
Rule 504 (b)(1)(i)	X	Rule 506
Rule 504 (b)(1)(ii)		Securities Act Section 4(5)
Rule 504 (b)(1)(iii)		Investment Company Act Section 3(c)
	Section 3(c)(1) Section 3(c)(9)   Section 3(c)(2) Section 3(c)(10) Section 3(c)(3) Section 3(c)(11) Section 3(c)(4) Section 3(c)(12) Section 3(c)(5) Section 3(c)(13) Section 3(c)(6) Section 3(c)(14) Section 3(c)(7)

7. Type of Filing

X	New Notice	Date of First Sale	2011-12-01	First Sale Yet to Occur
	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? Yes X No

9. Type(s) of Securities Offered (select all that apply)

X	Equity	Pooled Investment Fund Interests
X	Debt	Tenant-in-Common Securities
X	Option, Warrant or Other Right to Acquire Another Security	Mineral Property Securities
X	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security	Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $1,000 USD

12. Sales Compensation

Recipient	Recipient CRD Number None
Griffiths McBurney Corp.	40620
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
GMP Securities L.P.	None
Street Address 1	Street Address 2
145 King Street West	Suite 300
City	State/Province/Country	ZIP/Postal Code
Toronto	ONTARIO, CANADA	M5H 1J8
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
CALIFORNIA FLORIDA ILLINOIS MASSACHUSETTS NEW YORK OREGON TEXAS

13. Offering and Sales Amounts

Total Offering Amount	$6,000,000	USD	or Indefinite
Total Amount Sold	$6,000,000	USD
Total Remaining to be Sold	$0	USD	or Indefinite

Clarification of Response (if Necessary):

A total of $19,070,000 was sold in thie offering, consisting of $6,000,000 sold in the United States and $13,070,000 sold outside of the United States.

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

1

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$390,000	USD	X Estimate
Finders' Fees	$0	USD	Estimate

Clarification of Response (if Necessary):

Includes 6.5% of gross offering proceeds plus the right to subscribe for Common Shares equal to 6.5% of gross proceeds divided by US$5.00 ("Compensation Option") exercisable to acquire Common Shares at an exercise price of US$5.00 ("Compensation Share").

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0 USD X Estimate

Clarification of Response (if Necessary):

Gross proceeds to be used to complete DMS project, to repay a certain loan facility, to explore and develop Issuer's existing prospects and for general corporate purposes, which could potentially include payments to executive officers and directors.

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:

• Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*

• Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of:  (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

• Certifying that, if the issuer is claiming a Rule 505 exemption, the issuer is not disqualified from relying on Rule 505 for one of the reasons stated in Rule 505(b)(2)(iii).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
CUCO RESOURCES Ltd	/s/ William Best	William Best	Chief Financial Officer	2011-12-14

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.