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 ~~August~~November 3130, 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 ~~October~~January 1214, ~~2012~~2013 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, 2012, as included in the Company's annual report on Form 10-K.

XIAN RESOURCES, LTD.

FINANCIAL STATEMENTS

PERIOD ENDED ~~AUGUST~~NOVEMBER 3130, 2012

INDEX TO FINANCIAL STATEMENTS:	~~Page~~PAGE
Balance Sheets (Unaudited)	54
Statements of Operations (Unaudited)	6
Statements of Income Operations (Unaudited)	5-6
Statements of Cash Flows (Unaudited)	7
Notes to Unaudited Financial Statements	8-10
Notes to Financial Statements (Unaudited)	8-10


XIAN RESOURCES, LTD.
(A Development Stage Company)
BALANCE SHEETS



		November 30, 2012	May 31, 2012
		(Unaudited)
ASSETS

	Current assets
	Cash	$ 827	$ 593
	Total current assets	827	593

	Total Assets	$ 827	$ 593

LIABILITIES &
STOCKHOLDERS' EQUITY (DEFICIT)

	Current liabilities
	Accounts Payable	$ 8,317	$ 5,902
	Loan Payable - Related parties	9,750	9,750
	Total current liabilities	18,067	15,652

	Stockholders' 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	9,847	4,347
	Deficit accumulated during the development
	Stage	(42,927)	(35,246)

	Total Stockholders' Equity (Deficit)	(17,240)	(15,059)

	Total Liabilities and Stockholders' Equity (Deficit)	$ 827	$ 593


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

XIAN RESOURCES, LTD.
(A Development Stage Company)
BALANCE SHEETS
STATEMENTS OF OPERATIONS
				August 31, 2012	May 31, 2012
(Unaudited)
				(Unaudited)
						Period From
ASSETS
						Inception
	Current assets
		Three Months	Three Months	Six Months	Six Months	(May 22, 2008)
	Cash			$ 3,093	$ 593
		Ended	Ended	Ended	Ended	Through
	Total current assets			3,093	593
		Nov. 30, 2012	Nov. 30, 2011	Nov. 30, 2012	Nov. 30, 2011	Nov. 30, 2012
	Total Assets			$ 3,093	$ 593
	Revenue	$ -	$ -	$ -	$ -	$ -
LIABILITIES &
	Operating expenses:
STOCKHOLDERS' EQUITY (DEFICIT)
	Filing Fees	-	-	-	4	60
	Current liabilities
	General and administrative	15	-	15	-	58
	Accounts Payable			$ 9,299	$ 5,902
	Legal and accounting	1,269	2,640	7,666	7,435	42,562
	Loan Payable - Related parties			9,750	9,750
		1,284	2,640	7,681	7,435	42,680
	Total current liabilities			19,049	15,652
	Gain (loss) from operations	(1,284)	(2,640)	(7,681)	(7,435)	(42,680)
	Total Liabilities			19,049	15,652
	Other income (expense):	-	-	-	-	(247)
	Stockholders' Equity (Deficit)
	Income (loss) before
	Preferred stock, no par value;
	provision for income taxes	(1,284)	(2,640)	(7,681)	(7,435)	(42,927)
	10,000,000 shares authorized;
	Provision for income tax	-	-	-	-	-
	none issued and outstanding			-	-
	Net income (loss)	$ (1,284)	$ (2,640)	$ (7,681)	$ (7,435)	$ (42,927)
	Common stock, no par value;
	Net income (loss) per share
	100,000,000 shares authorized;
	(Basic and fully diluted)	$ (0.00)	$ (0.00)	$ (0.01)	$ (0.01)
	1,320,000 shares issued and outstanding			15,840	15,840
	Additional paid in capital			9,847	4,347
	Deficit accumulated during the development stage			(41,643)	(35,246)
	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.
	Weighted average number of
(A Development Stage Company)
	common shares outstanding	1,320,000	1,320,000	1,320,000	1,320,000
STATEMENTS OF OPERATIONS
The accompanying notes are an integral
(Unaudited)
part of the financial statements.
				Period From
				Inception
		Three Months	Three Months	(May 22, 2008)
		Ended	Ended	Through
		Aug. 31. 2012	Aug. 31, 2011	Aug. 31. 2012
Revenue		$ -	$ -	$ -
Operating expenses:
Filing Fees		-	60	60
General and administrative		-	-	43
Legal and accounting		6,397		41,293
		6,397	60	41,396
Gain (loss) from operations		(6,397)	(60)	(41,396)
Other income (expense):		-	-	(247)
Income (loss) before
provision for income taxes		(6,397)	(60)	(41,643)
Provision for income tax		-	-	-
Net income (loss)		$ (6,397)	$ (60)	$ (41,643)
Net income (loss) per share
(Basic and fully diluted)		$ (0.00)	$ (0.00)
Weighted average number of
common shares outstanding		1,320,000	1,320,000
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~~	Period From
				~~Inception~~	Inception
	For the three	For the three		(May 22, 2008)
	For the Six	For the Six			(May 22, 2008)
	Months Ended	Months ended		~~Through~~	Through
	August 31, 2012	August 31, 2011		August 31, 2012
	November 30, 2012	November 30, 2011			November 30, 2012
Cash Flows From Operating Activities:
Net income (loss)	$ (6,397)	$ (60)		$ (41,643)
Net loss	$ (7,681)		$ (7,435)		$ (42,927)
Adjustments to reconcile net loss to
net cash provided by (used for)
net cash used for
operating activities:
Compensatory option issuances	-	-	-	~~3,840~~	3,840
Accrued interest payable
Accounts payable	32,~~397~~415	-	2,300	~~9,299~~	8,317
Net cash provided by (used for)
operating activities	(35,~~000~~266)	~~(60)~~	(5,135)	~~(28,504)~~	(30,770)
Cash Flows From Investing Activities:		-	-	-	-
Cash Flows From Financing Activities:		-	-
Sales of common stock	-	-	-	~~12,000~~	12,000
Loan payable - related parties	5,500	-		19,597
Funding from related parties	5,500		4,750			19,597
Net cash provided by (used for)
Net cash provided by
financing activities	5,500	-	4,750	~~31,597~~		31,597
Net Increase (Decrease) In Cash	~~2,500~~234	~~(60)~~	(385)	~~3,093~~	827
Cash At The Beginning Of The Period	593	~~1,289~~	1,478	-	-
Cash At The End Of The Period	$ ~~3,093~~827	~~$ 1,229~~	$ 1,093	~~$ 3,093~~	$ 827
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.

~~NOTES TO~~ FINANCIAL STATEMENTS

PERIOD ENDED ~~AUGUST~~NOVEMBER 3130, 2012

(Unaudited)

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

Xian resources, Ltd, Formerly Knight Capital Corp (the “Company”), was incorporated in the State of Colorado on May 22, 2008. 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.

XIAN RESOURCES, LTD.

~~NOTES TO~~ FINANCIAL STATEMENTS

PERIOD ENDED ~~AUGUST~~NOVEMBER 3130, 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 ~~August~~November 3130, 2012 had an accumulated deficit of $4142,~~643~~927. 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 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.

XIAN RESOURCES, LTD.

~~NOTES TO~~ FINANCIAL STATEMENTS

PERIOD ENDED ~~AUGUST~~NOVEMBER 3130, 2012

(Unaudited)

NOTE 3. RELATED PARTY LOAN

The Company has received loans from an officer and shareholders. 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.

ITEM 2. ~~MANAGEMENT’S DISCUSSIONS AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.~~

~~SPECIAL~~MANAGEMENT’S ~~NOTE~~DISCUSSIONS AND ANALYSIS OF ~~CAUTION~~FINANCIAL ~~REGARDING~~CONDITION ~~FORWARD-LOOKING~~AND ~~STATEMENTS~~RESULTS OF OPERATIONS.

~~CERTAIN~~SPECIAL ~~STATEMENTS~~NOTE INOF ~~THIS~~CAUTION ~~REPORT,~~REGARDING ~~INCLUDING STATEMENTS IN THE FOLLOWING DISCUSSION, ARE WHAT ARE KNOWN AS "~~FORWARD -LOOKING STATEMENTS", WHICH ARE BASICALLY STATEMENTS ABOUT THE FUTURE. FOR THAT REASON, THESE STATEMENTS INVOLVE RISK AND UNCERTAINTY SINCE NO ONE CAN ACCURATELY PREDICT THE FUTURE. WORDS SUCH AS "PLANS," "INTENDS," "WILL," "HOPES," "SEEKS," "ANTICIPATES," "EXPECTS "AND THE LIKE OFTEN IDENTIFY SUCH FORWARD LOOKING STATEMENTS, BUT ARE 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 COMPANY, AND STATEMENTS WHICH EXPRESS OR IMPLY THAT SUCH PRESENT AND FUTURE OPERATIONS WILL OR MAY PRODUCE REVENUES, INCOME OR PROFITS. NUMEROUS FACTORS 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. THEREFORE, 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 COMMISSION. NO STATEMENTS CONTAINED IN THE FOLLOWING DISCUSSION SHOULD BE CONSTRUED AS A GUARANTEE OR ASSURANCE OF FUTURE PERFORMANCE OR FUTURE RESULTS.

~~Liquidity~~CERTAIN ~~and~~STATEMENTS ~~Capital~~IN ~~Resources~~THIS REPORT, INCLUDING STATEMENTS IN THE FOLLOWING DISCUSSION, ARE WHAT ARE KNOWN AS "FORWARD LOOKING STATEMENTS", WHICH ARE BASICALLY STATEMENTS ABOUT THE FUTURE. FOR THAT REASON, THESE STATEMENTS INVOLVE RISK AND UNCERTAINTY SINCE NO ONE CAN ACCURATELY PREDICT THE FUTURE. WORDS SUCH AS "PLANS," "INTENDS," "WILL," "HOPES," "SEEKS," "ANTICIPATES," "EXPECTS "AND THE LIKE OFTEN IDENTIFY SUCH FORWARD LOOKING STATEMENTS, BUT ARE 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 COMPANY, AND STATEMENTS WHICH EXPRESS OR IMPLY THAT SUCH PRESENT AND FUTURE OPERATIONS WILL OR MAY PRODUCE REVENUES, INCOME OR PROFITS. NUMEROUS FACTORS 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. THEREFORE, 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 COMMISSION. NO STATEMENTS CONTAINED IN THE FOLLOWING DISCUSSION SHOULD BE CONSTRUED AS A GUARANTEE OR ASSURANCE OF FUTURE PERFORMANCE OR FUTURE RESULTS.

AsLiquidity ~~of August 31, 2012, the Company remains in the development stage. For the period ended August 31, 2012, the Company’s balance sheet reflects total assets of $3,093,~~ and ~~current~~Capital ~~liabilities of $19,049.~~ Resources

~~Results~~As of ~~Operations~~November 30, 2012, the Company remains in the development stage. For the period ended November 30, 2012, the Company’s balance sheet reflects total assets of $827, and current liabilities of $18,067.

~~During~~Results ~~the period from May 22, 2008 (inception) through August 31, 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.Operations

~~Plan~~During the period from May 22, 2008 (inception) through November 30, 2012, the Company has engaged in no significant operations other than organizational activities and preparation and filing of ~~Operations~~its registration statement on Form 10 under the Securities Exchange Act of 1934, as amended. The Company had no activities during the quarter ended November 30, 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.

~~For~~Plan the fiscal year ending May 31, 2013, the Company expects to continue its efforts to locate a suitable business acquisition candidate and thereafter to complete a business acquisition transaction. The Company anticipates incurring a loss for the fiscal year as a result of expenses associated with compliance with the reporting requirements of the Securities Exchange Act of 1934, and expenses associated with locating and evaluating acquisition candidates. The Company does not expect to generate revenues until it completes a business acquisition, and, depending upon the performance of the acquired business, it may also continue to operate at a loss after completion of a business combination.Operations

11For the fiscal year ending May 31, 2013, the Company expects to continue its efforts to locate a suitable business acquisition candidate and thereafter to complete a business acquisition transaction. The Company anticipates incurring a loss for the fiscal year as a result of expenses associated with compliance with the reporting requirements of the Securities Exchange Act of 1934, and expenses associated with locating and evaluating acquisition candidates. The Company does not expect to generate revenues until it

~~Need for Additional Financing~~11

~~The~~completes ~~Company~~a ~~anticipates~~business ~~that~~acquisition, ~~it will require additional capital in order to pay the costs associated with carrying out its plan of operations~~ and, ~~the~~depending ~~costs~~upon ~~of compliance with its continuing reporting obligations under~~ the ~~Securities~~performance ~~Exchange Act~~ of ~~1934, as amended, for~~ the ~~fiscal~~acquired ~~year ending May 31~~business, ~~2013~~it ~~and~~may ~~thereafter. This~~also ~~additional~~continue ~~capital will be required whether or not the Company is able~~ to ~~complete~~operate at a ~~business~~loss ~~combination~~after ~~transaction~~completion ~~during~~of ~~the current fiscal year. Furthermore, once~~ a business combination ~~is completed, the Company’s needs for additional financing are likely to increase substantially~~.

~~The~~Need ~~Company~~for ~~has~~Additional 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.Financing

The ~~Securities~~Company ~~and~~anticipates ~~Exchange~~that ~~Commission~~it ~~defines~~will ~~the~~require ~~term~~additional ~~“disclosure~~capital ~~controls~~in ~~and~~order ~~procedures”~~ to ~~mean~~pay athe ~~company's~~costs ~~controls~~associated ~~and~~with ~~other~~carrying ~~procedures~~out ofits anplan ~~issuer~~of ~~that~~operations ~~are~~and ~~designed~~the tocosts ~~ensure~~of ~~that~~compliance ~~information~~with ~~required~~its tocontinuing bereporting ~~disclosed~~obligations ~~in the reports that it files or submits~~ under the Securities Exchange Act of 1934 ~~is recorded~~, ~~processed,~~as ~~summarized and reported~~amended, ~~within~~for the ~~time~~fiscal ~~periods~~year ~~specified~~ending inMay ~~the~~31, ~~Securities~~2013 and ~~Exchange Commission’s rules and forms~~thereafter. This ~~Disclosure~~additional ~~controls~~capital ~~and~~will ~~procedures~~be ~~include, without limitation, controls and procedures designed to ensure that information~~ required towhether ~~be disclosed by an issuer in the reports that it files~~ or ~~submits~~not ~~under~~ the ~~Securities~~Company ~~Exchange Act of 1934~~ is ~~accumulated~~able ~~and communicated~~ to ~~the~~complete ~~issuer’s~~a ~~management,~~business ~~including~~combination ~~its~~transaction ~~principal~~during ~~executive~~the ~~and~~current ~~principal~~fiscal ~~financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure~~year. ~~The~~Furthermore, ~~Company~~once ~~maintains such~~ a ~~system~~business ofcombination ~~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~~completed, ~~processed, summarized and reported within~~ the ~~time periods specified under the SEC'~~Company’s ~~rules~~needs ~~and~~for ~~forms~~additional ~~and~~financing ~~that~~are ~~information~~likely ~~required~~ to beincrease ~~disclosed is accumulated and communicated to principal executive and principal financial officers to allow timely decisions regarding disclosure~~substantially.

AsThe ofCompany ~~the~~has ~~end~~no ofcurrent ~~the~~plans, ~~period~~proposals, ~~covered~~arrangements byor ~~this~~understandings ~~report,~~to ~~our~~raise ~~sole~~additional ~~officer~~capital ~~carried~~through ~~out~~the ansale ~~evaluation~~or issuance of ~~the~~additional ~~effectiveness~~securities ofprior to the ~~design~~location ~~and operation~~ of ~~our~~a ~~disclosure~~merger ~~controls~~or ~~and~~acquisition ~~procedures~~candidate. ~~Based~~Accordingly, onthere ~~this~~can ~~evaluation~~be ~~and~~no ~~the~~assurance ~~identification~~that ofany ~~the~~additional ~~material~~funds ~~weaknesses~~will inbe ~~internal~~available ~~control~~to ~~over~~the ~~financial~~Company ~~reporting~~to ~~previously~~allow ~~described~~it into ~~our~~cover ~~10-K~~its ~~for~~expenses. Notwithstanding the ~~period~~foregoing, ~~May 31~~however, ~~2012~~to ~~which~~the ~~included~~extent ~~deficiencies~~that inadditional ~~financial~~funds ~~reporting~~are ~~and~~required, ~~monitoring~~the ~~and~~Company ~~lack~~anticipates ofthat ~~segregation~~it ofwill ~~duties,~~continue ~~our~~to ~~sole~~rely ~~officer~~on ~~concluded~~its ~~that,~~major asshareholders ofto ~~August~~pay ~~31,~~expenses ~~2012~~on its behalf, ~~the~~or ~~Company's~~it ~~disclosure~~will ~~controls~~seek ~~and~~to ~~procedures~~raise ~~were~~capital ~~not~~through ~~effective.~~the private placement of restricted securities.

~~Changes~~ITEM ~~in Internal Control over Financial Reporting~~3.

~~There~~QUANTITATIVE ~~was~~AND noQUALITATIVE ~~change~~DISCLOSURES inABOUT ~~the~~MARKET Company's internal control over financial reporting during the period ended August 31, 2012, that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reportingRISK.

12Not Applicable

~~PART~~ITEM ~~II-OTHER INFORMATION~~4.

~~ITEM~~CONTROLS 1.AND ~~LEGAL PROCEEDINGS~~PROCEDURES.

~~The~~Disclosure ~~Company~~Controls ~~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.Procedures

The Securities 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.

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, 2012 which included deficiencies in financial

reporting and monitoring and lack of segregation of duties, our sole officer concluded that, as of November 30, 2012, the Company's disclosure controls and procedures were not effective.

Changes in Internal Control over Financial Reporting

There was no change in the Company's internal control over financial reporting during the period ended November 30, 2012, that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

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.~~

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

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

~~None~~ITEM 3.

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

None.

ITEM 54. ~~OTHER INFORMATION.~~

~~None~~(REMOVEDAND RESERVED).

~~ITEM 6. EXHIBITS.~~None

~~(a)~~ITEM 5.

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

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.*

None.

101	PRE XBRL Taxonomy Extension Presentation Linkbase Document.*
101	DEF XBRL Taxonomy Extension Definition Linkbase Document.*

ITEM 6.

* filed herewithEXHIBITS.

~~SIGNATURES~~(a)

~~Pursuant~~The tofollowing ~~the~~exhibits ~~requirements~~are offiled ~~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.~~herewith:

~~XIAN~~31.1 ~~RESOURCES~~Certifications pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, ~~LTD~~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.* 101 PRE XBRL Taxonomy Extension Presentation Linkbase Document.* 101 DEF XBRL Taxonomy Extension Definition Linkbase Document.*

~~By: /S/~~* ~~Jay~~filed ~~Lutsky~~herewith

~~Jay Lutsky, Chief Executive Officer~~SIGNATURES

~~Date: October~~Pursuant 10to the requirements of the Securities Exchange Act of 1934, ~~2012~~the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

~~By:~~XIAN ~~/S/~~RESOURCES, ~~Jay Lutsky~~LTD

By: /S/ Jay Lutsky~~, Principal Financial Officer~~

~~Date: October~~Jay 10Lutsky, ~~2012~~Chief Executive Officer

14Date: January 18, 2013

By: /S/ Jay Lutsky

Jay Lutsky, Principal Financial Officer

Date: January 18, 2013

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