UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~February~~August 2931, 2012

[] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to ______________

Commission File Number: 000-53213

XIAN RESOURCES, LTD.

(Exact name of registrant as specified in its charter)


Colorado		26-2666503
(State or other jurisdiction of incorporation)		(IRS Employer Identification Number)

1175 Osage, Suite 204 Denver, CO 80204
(Address of principal executive offices)
303-623-5400
(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [ X ] Yes [ ] No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ) [ X ] Yes [ ] No.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and smaller reporting company” in Rule 12b-2 of the Exchange Act.



Large accelerated filer [ ]	Accelerated filer [ ]
Non-accelerated filer [ ] (Do not check if a smaller reporting company)	Smaller reporting company [ X ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

[ X ] Yes [ ] No

As of ~~April~~October 1612, 2012 the Issuer had 1,320,000 shares of common stock issued and outstanding.

PART I-FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS.

The financial statements of Xian Resources, Ltd., (the "Company"), a Colorado corporation, included herein were prepared, without audit, pursuant to rules and regulations of the Securities and Exchange Commission. Because certain information and notes normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America were condensed or omitted pursuant to such rules and regulations, these financial statements should be read in conjunction with the financial statements and notes thereto included in the financial statements of the Company for the fiscal year ended May 31, ~~2011~~2012, as included in the Company's annual report on Form 10-K.

XIAN RESOURCES, LTD.

FINANCIAL STATEMENTS

PERIOD ENDED ~~FEBRUARY~~AUGUST 2931, 2012

INDEX TO FINANCIAL STATEMENTS:	Page
Balance Sheets (Unaudited)	45
Statements of Operations (Unaudited)	56
Statements of Cash Flows (Unaudited)	67
Notes to Unaudited Financial Statements	7-8-10

XIAN RESOURCES, LTD.
(A Development Stage Company)
BALANCE SHEETS
		February 29, 2012	May 31, 2011
		(Unaudited)
ASSETS
	Current assets
	Cash	$ 1,093	$ 1,478
	Total current assets	1,093	1,478
	Total Assets	$ 1,093	$ 1,478
LIABILITIES &
STOCKHOLDERS' EQUITY (DEFICIT)
	Current liabilities
	Accounts Payable	$ 4,946	$ 2,008
	Loan Payable - Related parties	9,500	4,000
	Total current liabilities	14,446	6,008
	Total Liabilities	14,446	6,008
	Stockholders' Equity (Deficit)
	Preferred stock, no par value;
	10,000,000 shares authorized;
	none issued and outstanding	-	-
	Common stock, no par value;
	100,000,000 shares authorized;
	1,320,000 shares issued and outstanding	15,840	15,840
	Additional paid in capital	4,347	4,347
	Deficit accumulated during the development
	Stage	(33,540)	(24,717)
	Total Stockholders' Equity (Deficit)	(13,353)	(4,530)
	Total Liabilities and Stockholders' Equity (Deficit)	$ 1,093	$ 1,478
The accompanying notes are an integral
part of the financial statements.

XIAN RESOURCES, LTD.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
BALANCE SHEETS
(Unaudited)
				August 31, 2012	May 31, 2012
								Period From
				(Unaudited)
								Inception
ASSETS
		Three Months	Three Months			Nine Months	Nine Months	(May 22, 2008)
	Current assets
		Ended	Ended			Ended	Ended	Through
	Cash			$ 3,093	$ 593
		Feb. 29. 2012	Feb. 28, 2011			Feb. 29, 2012	Feb. 28, 2011	Feb. 29, 2012
	Total current assets			3,093	593
Revenue		$ -	$ -			$ -	$ -	$ -
	Total Assets			$ 3,093	$ 593
Operating expenses:
LIABILITIES &
Filing Fees		-	-			-	60	60
STOCKHOLDERS' EQUITY (DEFICIT)
General and administrative		-	-			-	-	43
	Current liabilities
Legal and accounting		1,388	2,083			8,823	6,371	33,190
	Accounts Payable			$ 9,299	$ 5,902
		1,388	2,083			8,823	6,431	33,293
	Loan Payable - Related parties			9,750	9,750
Gain (loss) from operations		(1,388)	(2,083)			(8,823)	(6,431)	(33,293)
	Total current liabilities			19,049	15,652
Other income (expense):		--	-			-	--	(247)
	Total Liabilities			19,049	15,652
Income (loss) before
	Stockholders' Equity (Deficit)
provision for income taxes		(1,388)	(2,083)			(8,823)	(6,431)	(33,540)
	Preferred stock, no par value;
Provision for income tax		-	-			-	-	-
	10,000,000 shares authorized;
Net income (loss)		$ (1,388)	$ (2,083)			$ (8,823)	$ (6,431)	$ (33,540)
	none issued and outstanding			-	-
Net income (loss) per share
	Common stock, no par value;
(Basic and fully diluted)		$ (0.00)	$ (0.00)			$ (0.01)	$ (0.00)
	100,000,000 shares authorized;
Weighted average number of
	1,320,000 shares issued and outstanding			15,840	15,840
common shares outstanding		1,320,000	1,320,000			1,320,000	1,320,000
	Additional paid in capital			9,847	4,347
The accompanying notes are an integral
	Deficit accumulated during the development stage			(41,643)	(35,246)
part of the financial statements.
	Total Stockholders' Equity (Deficit)			(15,956)	(15,059)
	Total Liabilities and Stockholders' Equity (Deficit)			$ 3,093	$ 593
The accompanying notes are an integral
part of the financial statements.

XIAN RESOURCES, LTD.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
STATEMENTS OF OPERATIONS
(Unaudited)
					Period From			~~Period From~~
					Inception			~~Inception~~
				Nine Months			Nine Months	(May 22, 2008)
		Three Months	Three Months		(May 22, 2008)
		Ended	Ended	~~Ended~~	Through		~~Ended~~	~~Through~~
				Feb. 29, 2011			Feb. 28. 2011	Feb. 29, 2011
		Aug. 31. 2012	Aug. 31, 2011		Aug. 31. 2012
	Cash Flows From Operating Activities:
Revenue		$ -	$ -		$ -
	Net income (loss)			$ (8,823)			$ (6,431)	$ (33,540)
Operating expenses:
	Adjustments to reconcile net loss to
Filing Fees		-	60		60
	net cash provided by (used for)
General and administrative		-	-		43
	operating activities:
Legal and accounting		6,397			41,293
	Compensatory option issuances						-	3,840
		6,397	60		41,396
	Accrued interest payable							247
Gain (loss) from operations		(6,397)	(60)		(41,396)
	Accounts payable			2,938			5,146	4,946
Other income (expense):		-	-		(247)
	Net cash provided by (used for)
Income (loss) before
	operating activities			(5,885)		(1,285)		(24,507)
provision for income taxes		(6,397)	(60)		(41,643)
	Cash Flows From Investing Activities:			-			-	-
Provision for income tax		-	-		-
	Cash Flows From Financing Activities:
Net income (loss)		$ (6,397)	$ (60)		$ (41,643)
	Sales of common stock			-			-	12,000
Net income (loss) per share
	Loan payable - related parties			5,500			-	13,600
(Basic and fully diluted)		$ (0.00)	$ (0.00)
	Net cash provided by (used for)
Weighted average number of
	financing activities			5,500			-	25,600
common shares outstanding		1,320,000	1,320,000
	Net Increase (Decrease) In Cash			(385)			(1,285)	1,093
The accompanying notes are an integral
	Cash At The Beginning Of The Period			1,478			1,289	-
part of the financial statements.
	Cash At The End Of The Period			$ 1,093			$ 4	$ 1,093
	Schedule Of Non-Cash Investing And Financing Activities
	None
	Supplemental Disclosure
	Cash paid for interest			$ -			$ -	$ -
	Cash paid for income taxes			$ -			$ -	$ -
	Shareholder debt contributed to capital			$ -			$ 4,347	$ 4,347
The accompanying notes are an integral
part of the financial statements.


XIAN RESOURCES, LTD.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(Unaudited)

			Period From
			Inception
	For the three	For the three	(May 22, 2008)
	Months Ended	Months ended	Through
	August 31, 2012	August 31, 2011	August 31, 2012

Cash Flows From Operating Activities:
Net income (loss)	$ (6,397)	$ (60)	$ (41,643)

Adjustments to reconcile net loss to
net cash provided by (used for)
operating activities:
Compensatory option issuances		-	3,840
Accrued interest payable
Accounts payable	3,397	-	9,299
Net cash provided by (used for)
operating activities	(3,000)	(60)	(28,504)

Cash Flows From Investing Activities:		-	-

Cash Flows From Financing Activities:		-
Sales of common stock	-	-	12,000
Loan payable - related parties	5,500	-	19,597
Net cash provided by (used for)
financing activities	5,500	-	31,597

Net Increase (Decrease) In Cash	2,500	(60)	3,093

Cash At The Beginning Of The Period	593	1,289	-

Cash At The End Of The Period	$ 3,093	$ 1,229	$ 3,093

Schedule Of Non-Cash Investing And Financing
Activities
None

Supplemental Disclosure
Cash paid for interest	$ -	$ -	$ -
Cash paid for income taxes	$ -	$ -	$ -
Shareholder debt contributed to capital	$ -	$ -	$ 4,347

The accompanying notes are an integral
part of the financial statements.

XIAN RESOURCES, LTD.

NOTES TO FINANCIAL STATEMENTS

PERIOD ENDED AUGUST 31, 2012

(Unaudited)

NOTE 1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Xian ~~Resources~~resources, Ltd., Formerly Knight Capital Corp (the “Company”), was incorporated in the State of Colorado on May 22, 2008 ~~under the name Knight Capital Corp~~. The Company was formed to explore merger and acquisitions opportunities with other companies. The Company is currently considered to be in the development stage, having generated no revenues and conducted only limited activities.

Basis of Presentation

The accompanying unaudited financial statements have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and disclosures required by generally accepted accounting principles for complete financial statements. All adjustments which are, in the opinion of management, necessary for a fair presentation of the results of operations for the interim periods have been made and are of a recurring nature unless otherwise disclosed herein. The results of operations for such interim periods are not necessarily indicative of operations for a full year.

Cash and cash equivalents

The Company considers all highly liquid investments with an original maturity of three months or less as cash equivalents.

Accounts receivable

The Company reviews accounts receivable periodically for collectability and establishes an allowance for doubtful accounts and records bad debt expense when deemed necessary.

Property and equipment

Property and equipment are recorded at cost and depreciated under accelerated methods over each item's estimated useful life.

Revenue recognition

Revenue is recognized on an accrual basis after services have been performed under contract terms, the event price to the client is fixed or determinable, and collectability is reasonably assured.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

~~Income tax~~8

The Company accounts for income taxes under Accounting Standards Codification (ASC) 740, wherein deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. 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. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

XIAN RESOURCES, LTD.

NOTES TO FINANCIAL STATEMENTS

PERIOD ENDED AUGUST 31, 2012

(Unaudited)

NOTE 1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued):

Income tax

The Company accounts for income taxes under Statement Accounting Standards Codification (ASC) 740, wherein deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. 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. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

Net income (loss) per share

The net income (loss) per share is computed by dividing the net income (loss) by the weighted average number of shares of common outstanding. Warrants, stock options, and common stock issuable upon the conversion of the Company's preferred stock (if any), are not included in the computation if the effect would be anti-dilutive and would increase the earnings or decrease loss per share.

Financial Instruments

The carrying value of the Company’s financial instruments, including cash and cash equivalents and accrued payables, as reported in the accompanying balance sheet, approximates fair value.

NOTE 2. GOING CONCERN

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. The Company has incurred net losses since inception, has no present source of revenue, and as of ~~February~~August 2931, 2012 had an accumulated deficit of $3341,~~540~~643. These conditions raise substantial doubt as to the Company's ability to continue as a going concern. 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 be necessary should the Company be unable to continue as a going concern.

The Company may raise additional capital through the sale of its equity securities, through an offering of debt securities, or through borrowings from financial institutions. The Company also hopes to consummate merger and acquisition transactions through ~~marketing~~marking efforts. Management believes that actions presently being taken to obtain additional funding provide the opportunity for the Company to continue as a going concern.

~~NOTE 3. RELATED PARTY TRANSACTIONS~~9

~~The~~XIAN ~~Company has received loans from a shareholder totaling $9~~RESOURCES,~~500,~~ ~~including $750 in the current quarter~~LTD. The loans are unsecured and do not accrue interest. At the discretion of the Company’s Board of Directors, on the date an agreement has been reached to merge or sell the company, a cash payment of principal is to be made in lump sum or converted into common shares at a market value of $.02 per share.

8NOTES TO FINANCIAL STATEMENTS

~~ITEM~~PERIOD 2.ENDED AUGUST 31, 2012

~~MANAGEMENT’S DISCUSSIONS AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.~~(Unaudited)

~~SPECIAL~~ NOTE OF3. RELATED ~~CAUTION~~PARTY ~~REGARDING FORWARD-LOOKING STATEMENTS~~LOAN

~~CERTAIN~~The ~~STATEMENTS~~Company INhas ~~THIS~~received ~~REPORT,~~loans ~~INCLUDING~~from ~~STATEMENTS~~an INofficer ~~THE~~and ~~FOLLOWING DISCUSSION, ARE WHAT ARE KNOWN AS "FORWARD LOOKING STATEMENTS", WHICH ARE BASICALLY STATEMENTS ABOUT THE FUTURE~~shareholders. The ~~FOR~~loans ~~THAT~~are ~~REASON,~~unsecured ~~THESE~~and ~~STATEMENTS~~do ~~INVOLVE~~not ~~RISK~~accrue ~~AND UNCERTAINTY SINCE NO ONE CAN ACCURATELY PREDICT THE FUTURE~~interest. At ~~WORDS~~the ~~SUCH~~discretion ASof ~~"PLANS,"~~the ~~"INTENDS,"~~Company’s ~~"WILL,"~~Board ~~"HOPES,"~~of ~~"SEEKS~~Directors," ~~"ANTICIPATES,"~~on ~~"EXPECTS~~the ~~"AND~~date ~~THE~~an ~~LIKE~~agreement ~~OFTEN~~has ~~IDENTIFY~~been ~~SUCH~~reached ~~FORWARD~~to ~~LOOKING~~merge ~~STATEMENTS,~~or ~~BUT~~sell ~~ARE~~the NOT THE ONLY INDICATION THAT A STATEMENT IS A FORWARD LOOKING STATEMENT. SUCH FORWARD LOOKING STATEMENTS INCLUDE STATEMENTS CONCERNING OUR PLANS AND OBJECTIVES WITH RESPECT TO THE PRESENT AND FUTURE OPERATIONS OF THE COMPANYcompany, ~~AND~~a ~~STATEMENTS~~cash ~~WHICH~~payment ~~EXPRESS~~of ORprincipal ~~IMPLY~~is ~~THAT~~to ~~SUCH~~be ~~PRESENT~~made ~~AND~~in ~~FUTURE~~lump ~~OPERATIONS~~sum ~~WILL~~or ORconverted ~~MAY~~into ~~PRODUCE~~common ~~REVENUES,~~shares ~~INCOME~~at ORa ~~PROFITS.~~market ~~NUMEROUS~~value ~~FACTORS~~of AND FUTURE EVENTS COULD CAUSE THE COMPANY TO CHANGE SUCH PLANS AND OBJECTIVES OR FAIL TO SUCCESSFULLY IMPLEMENT SUCH PLANS OR ACHIEVE SUCH OBJECTIVES, OR CAUSE SUCH PRESENT AND FUTURE OPERATIONS TO FAIL TO PRODUCE REVENUES, INCOME OR PROFITS$.02 ~~THEREFORE,~~per THE READER IS ADVISED THAT THE FOLLOWING DISCUSSION SHOULD BE CONSIDERED IN LIGHT OF THE DISCUSSION OF RISKS AND OTHER FACTORS CONTAINED IN THIS REPORT ON FORM 10-Q AND IN THE COMPANY'S OTHER FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSIONshare. ~~NO STATEMENTS CONTAINED IN THE FOLLOWING DISCUSSION SHOULD BE CONSTRUED AS A GUARANTEE OR ASSURANCE OF FUTURE PERFORMANCE OR FUTURE RESULTS.~~

~~Liquidity and Capital Resources~~10

AsITEM ~~of February 29, 2012, the Company remains in the development stage~~2. As ~~of and for the period ended February 29, 2012, the Company~~MANAGEMENT’sS ~~balance~~DISCUSSIONS ~~sheet~~AND ~~reflects~~ANALYSIS ~~total~~OF ~~assets~~FINANCIAL ofCONDITION ~~$1,093,~~AND ~~and~~RESULTS ~~current~~OF ~~liabilities of $14,446~~OPERATIONS.

~~Results~~SPECIAL ofNOTE ~~Operations~~OF CAUTION REGARDING FORWARD-LOOKING STATEMENTS

~~During~~CERTAIN ~~the~~STATEMENTS ~~period~~IN ~~from~~THIS ~~May 22~~REPORT, ~~2008~~INCLUDING ~~(inception)~~STATEMENTS ~~through~~IN ~~February~~THE 29FOLLOWING DISCUSSION, ~~2012~~ARE WHAT ARE KNOWN AS "FORWARD LOOKING STATEMENTS", ~~the~~WHICH ~~Company~~ARE ~~has~~BASICALLY ~~engaged~~STATEMENTS inABOUT ~~organizational~~THE ~~activities~~FUTURE. ~~and~~FOR ~~preparation~~THAT ~~and~~REASON, ~~filing~~THESE ofSTATEMENTS ~~its~~INVOLVE ~~registration~~RISK ~~statement~~AND onUNCERTAINTY ~~Form~~SINCE 10NO ~~under~~ONE ~~the~~CAN ~~Securities~~ACCURATELY ~~Exchange~~PREDICT ~~Act~~THE ofFUTURE. ~~1934~~WORDS SUCH AS "PLANS," as"INTENDS," ~~amended~~"WILL," as"HOPES," ~~well~~"SEEKS," as"ANTICIPATES," ~~efforts~~"EXPECTS to"AND ~~locate~~THE aLIKE ~~business~~OFTEN ~~combination. The~~IDENTIFY ~~Company~~SUCH ~~had~~FORWARD noLOOKING ~~activity~~STATEMENTS, ~~during~~BUT ~~the~~ARE ~~quarter~~NOT ~~ended~~THE ~~February~~ONLY ~~29,~~INDICATION ~~2012~~THAT A STATEMENT IS A FORWARD LOOKING STATEMENT. ~~The~~SUCH ~~Company~~FORWARD ~~does~~LOOKING ~~not~~STATEMENTS ~~expect~~INCLUDE toSTATEMENTS ~~generate~~CONCERNING ~~any~~OUR ~~revenue~~PLANS ~~until~~AND itOBJECTIVES ~~completes~~WITH aRESPECT ~~business~~TO ~~combination~~THE PRESENT AND FUTURE OPERATIONS OF THE COMPANY, ~~but~~AND ~~will~~STATEMENTS ~~continue~~WHICH toEXPRESS ~~incur~~OR ~~legal~~IMPLY ~~and~~THAT ~~accounting~~SUCH ~~fees~~PRESENT ~~and~~AND ~~other~~FUTURE ~~costs~~OPERATIONS ~~associated~~WILL ~~with~~OR ~~compliance~~MAY ~~with~~PRODUCE ~~its~~REVENUES, ~~reporting~~INCOME ~~obligations~~OR PROFITS. AsNUMEROUS aFACTORS ~~result,~~AND ~~the~~FUTURE ~~Company~~EVENTS ~~expects~~COULD ~~that~~CAUSE itTHE ~~will~~COMPANY ~~continue~~TO toCHANGE ~~incur~~SUCH ~~losses~~PLANS ~~each~~AND ~~quarter~~OBJECTIVES atOR ~~least~~FAIL ~~until~~TO itSUCCESSFULLY ~~has~~IMPLEMENT ~~completed~~SUCH aPLANS ~~business~~OR ~~combination. Depending~~ACHIEVE ~~upon~~SUCH ~~the~~OBJECTIVES, ~~performance~~OR ofCAUSE ~~any~~SUCH ~~acquired~~PRESENT ~~business~~AND FUTURE OPERATIONS TO FAIL TO PRODUCE REVENUES, ~~the~~INCOME ~~Company~~OR ~~may~~PROFITS. ~~continue~~THEREFORE, toTHE ~~operate~~READER atIS aADVISED ~~loss~~THAT ~~even~~THE ~~following~~FOLLOWING ~~completion~~DISCUSSION ofSHOULD aBE ~~business~~CONSIDERED ~~combination~~IN LIGHT OF THE DISCUSSION OF RISKS AND OTHER FACTORS CONTAINED IN THIS REPORT ON FORM 10-Q AND IN THE COMPANY'S OTHER FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION. NO STATEMENTS CONTAINED IN THE FOLLOWING DISCUSSION SHOULD BE CONSTRUED AS A GUARANTEE OR ASSURANCE OF FUTURE PERFORMANCE OR FUTURE RESULTS.

~~Plan~~Liquidity ofand ~~Operations~~Capital Resources

~~For~~As ~~the~~of ~~fiscal~~August ~~year ending May~~ 31, 2012, the Company ~~expects~~remains toin ~~continue~~the ~~its~~development ~~efforts to locate a suitable business acquisition candidate and thereafter to complete a business acquisition transaction~~stage. ~~The~~For ~~Company anticipates incurring a loss for~~ the ~~fiscal~~period ~~year~~ended asAugust a31, ~~result~~2012, ~~of expenses associated with compliance with~~ the ~~reporting~~Company’s ~~requirements~~balance ofsheet ~~the~~reflects ~~Securities~~total ~~Exchange~~assets ~~Act~~ of ~~1934~~$3, ~~and expenses associated with locating and evaluating acquisition candidates. The Company does not expect to generate revenues until it completes a business acquisition~~093, and, ~~depending~~current ~~upon~~liabilities ~~the performance~~ of ~~the acquired business~~$19, ~~it may also continue to operate at a loss after completion of a business combination~~049.

9Results of Operations

~~MANAGEMENT’S~~During ~~DISCUSSIONS~~the ~~AND~~period ~~ANALYSIS~~from OFMay ~~FINANCIAL~~22, ~~CONDITION~~2008 ~~AND~~(inception) ~~RESULTS~~through OFAugust ~~OPERATIONS~~31, ~~(continued)~~2012, the Company has engaged in no significant operations other than organizational activities and preparation and filing of its registration statement on Form 10 under the Securities Exchange Act of 1934, as amended. The Company had no activities during the quarter ended August 31, 2012. The Company does not expect to generate any revenue until it completes a business combination, but will continue to incur legal and accounting fees and other costs associated with compliance with its reporting obligations. As a result, the Company expects that it will continue to incur losses each quarter at least until it has completed a business combination. Depending upon the performance of any acquired business, the Company may continue to operate at a loss even following completion of a business combination.

~~Need~~Plan ~~for~~of ~~Additional Financing~~Operations

~~The~~For ~~Company~~the ~~anticipates~~fiscal ~~that~~year itending ~~will~~May ~~require~~31, ~~additional~~2013, ~~capital~~the inCompany ~~order~~expects to ~~pay~~continue ~~the~~its ~~costs~~efforts ~~associated~~to ~~with~~locate ~~carrying~~a ~~out~~suitable ~~its~~business ~~plan~~acquisition ofcandidate ~~operations~~ and thereafter to complete a business acquisition transaction. The Company anticipates incurring a loss for the ~~costs~~fiscal year as a result of ~~compliance~~expenses associated with ~~its~~compliance ~~continuing~~with the reporting ~~obligations~~requirements ~~under~~of the Securities Exchange Act of 1934, asand ~~amended,~~expenses ~~for~~associated ~~the~~with ~~fiscal~~locating ~~year~~and ~~ending~~evaluating ~~May~~acquisition ~~31, 2012 and thereafter~~candidates. ~~This~~ ~~additional~~The ~~capital~~Company ~~will~~does ~~be required whether or~~ not ~~the~~expect ~~Company~~to isgenerate ~~able~~revenues tountil ~~complete~~it completes a business ~~combination~~acquisition, ~~transaction~~and, ~~during~~depending upon the ~~current~~performance ~~fiscal~~of ~~year. Furthermore,~~the ~~once~~acquired a business, ~~combination~~it ismay ~~completed,~~also ~~the~~continue ~~Company’s~~to ~~needs~~operate ~~for~~at ~~additional~~a ~~financing~~loss ~~are~~after ~~likely~~completion toof ~~increase~~a ~~substantially~~business combination.

The Company has no current plans, proposals, arrangements or understandings to raise additional capital through the sale or issuance of additional securities prior to the location of a merger or acquisition candidate. Accordingly, there can be no assurance that any additional funds will be available to the Company to allow it to cover its expenses. Notwithstanding the foregoing, however, to the extent that additional funds are required, the Company anticipates that it will continue to rely on its major shareholders to pay expenses on its behalf, or it will seek to raise capital through the private placement of restricted securities. During the current quarter, management provided a non-interest bearing advance of $750 to fund the working capital needs of the Company.11

~~ITEM~~Need 3.for Additional Financing

~~QUANTITATIVE~~The ~~AND~~Company ~~QUALITATIVE~~anticipates ~~DISCLOSURES~~that ~~ABOUT~~it ~~MARKET~~will ~~RISK~~require additional capital in order to pay the costs associated with carrying out its plan of operations and the costs of compliance with its continuing reporting obligations under the Securities Exchange Act of 1934, as amended, for the fiscal year ending May 31, 2013 and thereafter. This additional capital will be required whether or not the Company is able to complete a business combination transaction during the current fiscal year. Furthermore, once a business combination is completed, the Company’s needs for additional financing are likely to increase substantially.

~~Not~~The ~~Applicable~~Company has no current plans, proposals, arrangements or understandings to raise additional capital through the sale or issuance of additional securities prior to the location of a merger or acquisition candidate. Accordingly, there can be no assurance that any additional funds will be available to the Company to allow it to cover its expenses. Notwithstanding the foregoing, however, to the extent that additional funds are required, the Company anticipates that it will continue to rely on its major shareholders to pay expenses on its behalf, or it will seek to raise capital through the private placement of restricted securities.

~~ITEM~~The 4Securities and Exchange Commission defines the term “disclosure controls and procedures” to mean a company's controls and other procedures of an issuer that are designed to ensure that information required to be disclosed in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Securities Exchange Act of 1934 is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. The Company maintains such a system of controls and procedures in an effort to ensure that all information which it is required to disclose in the reports it files under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified under the SEC's rules and forms and that information required to be disclosed is accumulated and communicated to principal executive and principal financial officers to allow timely decisions regarding disclosure.

~~CONTROLS~~As ~~AND~~of ~~PROCEDURES~~the end of the period covered by this report, our sole officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation and the identification of the material weaknesses in internal control over financial reporting previously described in our 10-K for the period May 31, 2012 which included deficiencies in financial reporting and monitoring and lack of segregation of duties, our sole officer concluded that, as of August 31, 2012, the Company's disclosure controls and procedures were not effective.

~~Disclosure~~Changes ~~Controls~~in ~~and~~Internal ~~Procedures~~Control over Financial Reporting

~~The~~There ~~Securities~~was ~~and~~no ~~Exchange~~change ~~Commission~~in ~~defines~~ the ~~term “disclosure controls and procedures” to mean a company~~Company's ~~controls~~internal ~~and~~control ~~other~~over ~~procedures~~financial ofreporting anduring ~~issuer that are designed to ensure that information required to be disclosed in~~ the ~~reports~~period ~~that~~ended itAugust ~~files or submits under the Securities Exchange Act of 1934 is recorded~~31, ~~processed~~2012, ~~summarized~~that ~~and~~has ~~reported,~~materially ~~within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include~~affected, ~~without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files~~ or ~~submits under the Securities Exchange Act of 1934~~ is ~~accumulated~~reasonably ~~and~~likely ~~communicated~~ to ~~the~~materially ~~issuer’s management~~affect, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. The Company maintains such a system of controls and procedures in an effort to ensure that all information which it is required to disclose in the ~~reports it files under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified under the SEC~~Company's ~~rules~~internal ~~and~~control ~~forms~~over ~~and that information required to be disclosed is accumulated and communicated to principal executive and principal~~ financial ~~officers to allow timely decisions regarding disclosure~~reporting.

As of the end of the period covered by this report, our sole officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation and the identification of the material weaknesses in internal control over financial reporting previously described in our 10-K for the period May 31, 2011 which included deficiencies in financial reporting and monitoring and lack of segregation of duties, our sole officer concluded that, as of February 29, 2012, the Company's disclosure controls and procedures were not effective.12

~~Changes~~PART inII-OTHER ~~Internal Control over Financial Reporting~~INFORMATION

~~There~~ITEM ~~was~~1. noLEGAL change in the Company's internal control over financial reporting during the period ended February 29, 2012, that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reportingPROCEEDINGS.

10The Company is not a party to any pending legal proceedings, and no such proceedings are known to be contemplated. No director, officer or affiliate of the Company, and no owner of record or beneficial owner of more than 5.0% of the securities of the Company, or any associate of any such director, officer or security holder is a party adverse to the Company or has a material interest adverse to the Company in reference to pending litigation.

PART II-OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS.

The Company is not a party to any pending legal proceedings, and no such proceedings are known to be contemplated. No director, officer or affiliate of the Company, and no owner of record or beneficial owner of more than 5.0% of the securities of the Company, or any associate of any such director, officer or security holder is a party adverse to the Company or has a material interest adverse to the Company in reference to pending litigation.

ITEM 1A. RISK FACTORS.

Not Applicable.

ITEM 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

~~UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS~~None.

~~None~~ITEM 3.DEFAULTS UPON SENIOR SECURITIES.

~~ITEM 3~~None.

~~DEFAULTS~~ITEM ~~UPON~~4. ~~SENIOR~~MINE ~~SECURITIES~~SAFETY DISCLOSURES.

None.

ITEM 45. OTHER INFORMATION.

~~(REMOVEDAND RESERVED)~~None.

~~None~~ITEM 6. EXHIBITS.

~~ITEM 5.~~(a)

~~OTHER~~The ~~INFORMATION.~~following exhibits are filed herewith:

None.


31.1	Certifications pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

31.2	Certifications pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

32.1	Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

32.2	Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

101	SCH XBRL Schema Document.*

101	INS XBRL Instance Document.*

101	CAL XBRL Taxonomy Extension Calculation Linkbase Document.*

101	LAB XBRL Taxonomy Extension Label Linkbase Document.*

~~ITEM 6.~~13

EXHIBITS.



101	PRE XBRL Taxonomy Extension Presentation Linkbase Document.*

101	DEF XBRL Taxonomy Extension Definition Linkbase Document.*

~~(a)~~* filed herewith

~~The following exhibits are filed herewith:~~SIGNATURES

31Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.1

~~Certifications~~XIAN ~~pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934~~RESOURCES, ~~as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002~~LTD.*

~~31.2~~By: /S/ Jay Lutsky

~~Certifications~~Jay ~~pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934~~Lutsky, asChief ~~amended,~~Executive as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*Officer

~~32.1~~Date: October 10, 2012

~~Certifications~~By: ~~pursuant to 18 U.~~/S~~.C.~~/ ~~Section~~Jay 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*Lutsky

~~32.2~~Jay Lutsky, Principal Financial Officer

~~Certifications~~Date: October ~~pursuant to 18 U.S.C. Section 1350~~10, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*2012

* filed herewith14

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

XIAN RESOURCES, LTD.

By: /S/ Jay Lutsky

Jay Lutsky, Chief Executive Officer

Date: April 16, 2012

By: /S/ Jay Lutsky

Jay Lutsky, Principal Financial Officer

Date: April 16, 2012

Filing Compare · XIAN RESOURCES, LTD.