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Saturday, 07/04/2009 9:23:40 AM

Saturday, July 04, 2009 9:23:40 AM

Post# of 44854
6/15/2009

- Amended Small Company Offering and Sale of Securities Without Registration (D/A)











UNITED STATES SECURITIES




AND EXCHANGE COMMISSION




Washington, D.C.





FORM D

OMB APPROVAL
OMB Number: 3235-0076 Expires: September 30, 2008 Estimated Average burden hours per response: 4.0

Notice of Exempt Offering of Securities






1. Issuer's Identity



CIK (Filer ID Number)


Previous Name(s)

x

None


Entity Type


0001071220 x

Corporation


o

Limited Partnership


o

Limited Liability Company


o

General Partnership


o

Business Trust


o

Other



Name of Issuer





RUSSELL INDUSTRIES INC


Jurisdiction of Incorporation/Organization


NEVADA


Year of Incorporation/Organization





x
Over Five Years Ago





o
Within Last Five Years (Specify Year)








o
Yet to Be Formed






2. Principal Place of Business and Contact Information



Name of Issuer





RUSSELL INDUSTRIES INC


Street Address 1


Street Address 2





9595 SIX PINES DRIVE, SUITE 8210






City


State/Province/Country


ZIP/Postal Code


Phone No. of Issuer





THE WOODLANDS



TX



77380



832-661-6074









3. Related Persons




Last Name


First Name


Middle Name


BERMAN RICHARD MARK

Street Address 1


Street Address 2


9595 SIX PINES DRIVE SUITE 8210

City


State/Province/Country


ZIP/Postal Code


THE WOODLANDS TX 77380

Relationship:

x
Executive Officer

x
Director

o
Promoter



Clarification of Response (if Necessary)







--------------------------------------------------------------------------------






4. Industry Group


o
Agriculture


Health Care

o
Retailing



Banking & Financial Services




o
Biotechnology

o
Restaurants





o
Commercial Banking




o
Health Insurance


Technology





o
Insurance




o
Hospitals & Physicians

o
Computers





o
Investing




o
Pharmaceuticals

o
Telecommunications





o
Investment Banking




o
Other Health Care

o
Other Technology





o
Pooled Investment Fund














Travel





o
Other Banking & Financial Services

o
Manufacturing

o
Airlines & Airports



Real Estate

o
Lodging & Conventions





o
Commercial

o
Tourism & Travel Services





o
Construction

o
Other Travel





o
REITS & Finance

o
Other





o
Residential








o
Other Real Estate





o
Business Services






Energy








o
Coal Mining








o
Electric Utilities








o
Energy Conservation








o
Environmental Services








o
Oil & Gas








x
Other Energy










5. Issuer Size



Revenue Range


Aggregate Net Asset Value Range


o
No Revenues

o
No Aggregate Net Asset Value


x
$1 - $1,000,000

o
$1 - $5,000,000


o
$1,000,001 - $5,000,000

o
$5,000,001 - $25,000,000


o
$5,000,001 - $25,000,000

o
$25,000,001 - $50,000,000


o
$25,000,001 - $100,000,000

o
$50,000,001 - $100,000,000


o
Over $100,000,000

o
Over $100,000,000


o
Decline to Disclose

o
Decline to Disclose


o
Not Applicable

o
Not Applicable






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


x
Rule 504(b)(1) (not (i), (ii) or (iii))

o
Rule 505


o
Rule 504 (b)(1)(i)

o
Rule 506


o
Rule 504 (b)(1)(ii)

o
Securities Act Section 4(6)


o
Rule 504 (b)(1)(iii)

o
Investment Company Act Section 3(c)





7. Type of Filing


o
New Notice


Date of First Sale



2008-10-09 o
First Sale Yet to Occur


x
Amendment






8. Duration of Offering



Does the Issuer intend this offering to last more than one year?

o
Yes

x
No






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


o
Pooled Investment Fund Interests

x
Equity


o
Tenant-in-Common Securities

o
Debt


o
Mineral Property Securities

o
Option, Warrant or Other Right to Acquire Another Security


o
Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security

o
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?

o
Yes

x
No




Clarification of Response (if Necessary)












11. Minimum Investment



Minimum investment accepted from any outside investor


$



5000



USD





12. Sales Compensation




Recipient


Recipient CRD Number

x
None





WORLD TRADE FINANCIAL







(Associated) Broker or Dealer

o
None


(Associated) Broker or Dealer CRD Number

x
None





N/A







Street Address 1


Street Address 2





2010 HANCOCK STREET



SECOND FLOOR


City


State/Province/Country


ZIP/Postal Code





SAN DIEGO



CA



92110


State(s) of Solicitation

o
All States







TX


--------------------------------------------------------------------------------







13. Offering and Sales Amounts



Total Offering Amount


$



1000000



USD

o

Indefinite



Total Amount Sold


$ 214350



USD







Total Remaining to be Sold


$



785650



USD

o

Indefinite