UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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 ~~January~~April 3130, 2012

o¨ 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: 000-53575

Richland Resources Corp.

(Exact name of registrant as specified in its charter)

Nevada		90-0787192
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

2255 Ridge Road, Suite 100

Rockwall, TX 75087

(Address of principal executive offices)

(~~903~~972) ~~439~~722-~~6400~~7520

(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 such shorter period that the registrant was require to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ~~Yes þ No o~~

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 (of for such shorter period that the registrant was required to submit and post such files). Yes þ x No o¨

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 o¨ Accelerated filer o¨ Non-accelerated filer o¨ Smaller reporting company þx

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes þ ¨ No o x

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act subsequent to the distribution of securities under a plan confirmed by a court.

Yes ¨ o No o ¨

APPLICABLE ONLY TO CORPORATE ISSUERS:

As of ~~March~~May __31, 2012, the registrant’s outstanding common stock consisted of 5,456,400 shares.

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION 2 Item 1. Financial Statements 2 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 3 Item 3. Quantitative and Qualitative Disclosures About Market Risk 5 Item 4A. Controls and Procedures 5 PART II – OTHER INFORMATION 6 Item 1. Legal Proceedings 6 Item 1A. Risk Factors Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 6 Item 3. Defaults Upon Senior Securities 6 Item 4. Removed and Reserved 6 Item 5. Other Information 6 Item 6. Exhibits 6

PART I - FINANCIAL INFORMATION			2
Item 1. Financial Statements			2
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			3
Item 3. Quantitative and Qualitative Disclosures About Market Risk			6
Item 4A. Controls and Procedures			6
PART II – OTHER INFORMATION			7
Item 1. Legal Proceedings			7
Item 1A. Risk Factors
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			7
Item 3. Defaults Upon Senior Securities			7
Item 4. Removed and Reserved			7
Item 5. Other Information			7
Item 6. Exhibits			7

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

The unaudited interim financial statements of Richland Resources Corp. (formerly known as Shengrui Resources Co. Ltd.) follow. All currency references in this report are to US Dollars unless otherwise noted.

Table of Contents

Unaudited Balance Sheets	F-1
Balance Sheets		F-1
Unaudited Statements of Operations and Comprehensive Loss	F-2
Statement of Operations and Comprehensive Loss		F-2
Unaudited Statements of Cash Flows	F-3
Statement of Cash Flows		F-3
Notes to the Unaudited Financial Statements	F-4
Statements of Shareholders' Equity (Deficiency)		F-4
Notes to the Financial Statements		F-5

RICHLAND RESOURCES CORP.

(Formerly Shengrui Resources Co. Ltd.)

(A Development Stage Company)

UNAUDITED BALANCE SHEETS

	As of January 31, 2012			As of October 31, 2011
ASSETS	$	—			$
LIABILITIES AND SHAREHOLDERS’ DEFICIT
Current liabilities
Accounts payable and accrued liabilities	$	—		$	—
Due to related party		327,404			49,763
Total liabilities		327,404			49,763
Shareholders’ deficit
Common stock - 100,000,000 shares authorized, $0,0001 par value, 5,456,400 shares issued and outstanding at January 31, 2012 and October 31, 2011		546			546
Additional paid-in capital		793,633			793,633
Deficit accumulated during the development stage		(1,121,583	)		(843,942	)
Total shareholders’ deficit		(327,404	)		(49,763	)
Total liabilities and shareholders’ deficit	$	—		$	—

(Expressed in US Dollars)

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

	As of April 30, 2012			As of October 31, 2011
ASSETS

Current assets
Cash	$	1,705		$	-0-
Total current assets		1,705			-0-

Other assets
Deposits		10,500			-0-
Total other assets		10,500			-0-

Total assets	$	12,205		$	-0-

LIABILITIES

Current
Due to related parties	$	860,766		$	49,763
Accounts payable and accrued liabilities		44,322			-0-

Total Liabilities		905,088			49,763

COMMITMENTS AND CONTINGENCIES (NOTES 1 and 5)

SHAREHOLDERS' DEFICIT
Common stock - 100,000,000 shares authorized, $0,0001 par value, 5,456,400
shares issued and outstanding at April 30, 2012 and October 31, 2011		546			546
Additional paid-in capital		793,633			793,633
Accumulated deficit		(1,687,062	)		(843,942	)
Total shareholders’ deficit		(892,883	)		(49,763	)
Total liabilities and shareholders’ deficit	$	12,205		$	-0-

The accompanying notes are an integral part of these condensed financial statements.

F-1

RICHLAND RESOURCES CORP.

(Formerly Shengrui Resources Co. Ltd.)

(A Development Stage Company)

UNAUDITED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

	Period from October 30, 2006 (inception) through January 31,			Three months ended January 31,
	2012			2012			2011
							As restated (Note 4)
OPERATING COSTS AND EXPENSES
Bank charges and interest	$	647		$	—		$	—
General and administrative		4,392			352			—
Foreign currency transaction loss		4,302			—			—
Management fees		13,500			—			—
Rent		87,690			74,190			—
Professional fees		382,052			32,649			9,877
Telecommunications		5,216			5,216			—
Stock-based compensation		449,550			—			—
Salaries, wages and benefits		165,234			165,234			—
Total operating costs and expenses		1,112,583			277,641			9,877
Operating loss		(1,112,583	)		(277,641	)		(9,877	)
Other income (expense)
Write-off of exploration advances		(20,000	)		—			—
Write-off of exploration costs		(25,000	)		—			—
Gain on settlement of debt		36,000			—			—
Total other expense		(9,000	)		—			—
Net loss and comprehensive loss	$	(1,121,583	)	$	(277,641	)	$	(9,877	)
Loss per share, basic and diluted				$	(0.05	)	$	—
Weighted average shares outstanding, basic and diluted					5,456,000			5,456,000

(Expressed in US Dollars)

	Period from Inception on October 31, 2006 to April 30, 2012			For the three months ended April 30, 2012			For the three months ended April 30, 2011			For the six months ended April 30, 2012			For the six months ended April 30, 2011

Expenses
General and administrative expenses	$	16.676		$	12,284					$	12,636
Management fees		13,500
Rent		273,648			185,958						260,148
Stock -based compensation		449,550
Professional fees		413,353			31,101			21,950			63,950			31,827
Bank charges and interest		647
Foreign exchange loss		4,302
Telephone and Telecom		17,036			11,820						17,036
Salaries and wages		489,350			324,116						489,350
Total Expenses		1,678,062			565,479			21,950			843,121			31,827
Loss before other items		(1,678,062	)		(565,479	)		(21,950	)		(843,120	)		(31,827	)
Write-off of exploration advances		(20,000	)
Write-off of exploration costs		(25,000	)
Gain on settlement of debt		36,000

Net loss for the period	$	(1,687,062	)	$	(565,479	)		(21,950	)		(843,120	)	$	(31,827	)


Loss per share
Basic and diluted				$	(0.10	)	$	(0.00	)	$	(0.15	)	$	(0.01	)
Weighted average number of shares outstanding					5,456,000			5,456,000			5,456,000			5,456,000

The accompanying notes are an integral part of these condensed financial statements.

F-2

RICHLAND RESOURCES CORP.

(Formerly Shengrui Resources Co. Ltd.)

(A ~~Developmtnt~~Development Stage Company)

UNAUDITED STATEMENTS OF CASH FLOWS

	Period from October 30, 2006 (inception) through January 31,			Three months ended January 31,
	2012			2012			2011
							As restated (Note 4)
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(1,121,583	)	$	(277,641	)	$	(9,877	)
Adjustments to reconcile net loss to net cash used in operating activities:
Donated rent, services and other charges		52,930			—			—
Write-off of exploration advances		20,000			—			—
Write-off of exploration costs		25,000			—			—
Gain on settlement of debt		(36,000	)		—			—
Stock-based compensation		449,550			—			—
Changes in operating liabilities:
Exploration advances		(20,000	)		—			—
Accounts payable and accrued liabilities		104,956			—			—
Due to related parties		384,476			277,641			9,877
Cash used in operating activities		(140,671	)		—			—
CASH FLOWS FROM INVESTING ACTIVITIES-
Acquisition of oil and gas properties		(50,930	)		—			—
CASH FLOWS FROM FINANCING ACTIVITIES-
Advances from related parties		91,511			—			—
Capital stock subscribed		71,660			—			—
Proceeds from issuance of capital stock		42,780			—			—
Repurchase of capital stock		(14,350	)		—			—
Cash provided by financing activities		191,601			—			—
NET CHANGE IN CASH		—			—			—
CASH, beginning of period		—			—			—
CASH, end of period	$	—		$	—		$	—

(Expressed in US Dollars)

	Period from inception on October 31, 2006 to April 30, 2012			For the six months ended April 30, 2012			For the six months ended April 30, 2011
Cash flow from operating activities
Net gain (loss) and comprehensive loss for the period	$	(1,687,062	)	$	(843,120	)	$	(31,827	)
Add back non cash operating activities
Donated rent and other services		52,000
Write off of exploration advances		20,000
Consulting fees		25,930
Gain on Settlement of Debt		(36,000	)
Stock based compensation		449,550
Changes in operating working capital
Other assets		(10,500	)		(10,500	)
Exploration advances		(20,000	)
Accounts payable and accrued liabilities		149,278			44,322			31,827
Due from related parties		917,838			811,003
Net cash used in operating activities		(138,966	)		1,705			0
Cash flow from investing activities
Acquisition of oil and gas properties		(50,930	)

Cash flow from financing activities
Advances from related parties		91,511
Capital stock subscribed		71,660
Proceeds from the issuance of capital stock		42,780
Repurchase of capital stock		(14,350	)
Cash provided by financing activities		191,601			0
Net change in cash during the period		1,705			1,705			0
Cash beginning of the period		0			0			0
Cash end of the period	$	1,705		$	1,705		$	-

The accompanying notes are an integral part of these condensed financial statements.

F-3

RICHLAND RESOURCES CORP.

(Formerly Shengrui Resources Co. Ltd)

(A Development Stage Company)

NOTES TO ~~UNAUDITED~~THE FINANCIAL STATEMENTS

~~1. ORGANIZATION,~~(Expressed ~~NATURE~~in OFUS ~~OPERATIONS AND GOING CONCERN~~Dollars)

~~Richland~~January ~~Resources Corp. (formerly Shengrui Resources Co. Ltd. and Double Halo Resources Inc.) (the “Company~~31,” “we,” “us” or “our”) was incorporated in the State of Nevada on October 30, 2006. We are an independent oil and natural gas company in the Development Stage, and our principal business is the acquisition and development of oil and natural gas.2012

~~These financial statements have been prepared on a going concern basis, which implies the Company will realize its assets and discharge its liabilities in the normal course of business~~1. ~~The Company has never generated revenues since inception. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders~~ORGANIZATION, NATURE ~~the~~OF ~~ability~~OPERATIONS ofAND ~~the~~GOING Company to obtain necessary equity financing to continue operations, and the attainment of profitable operations. The Company has accumulated losses of $1,121,583 since inception, and has no assets. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the classification or amounts of liabilities that might be necessary should the Company be unable to continue as a going concern.CONCERN

Richland Resources Corp. (formerly Shengrui Resources Co. Ltd. and Double Halo Resources Inc.) (the “Company”) was incorporated in the State of Nevada on October 30, 2006. The Company is an independent oil and natural gas company in the Development Stage. The Company’s principal business is the acquisition and development of oil and natural gas.

These financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has never generated revenues since inception. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, and the attainment of profitable operations. The Company has accumulated losses of $1,687,062 since inception and has minimal assets. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the classification or amounts of liabilities that might be necessary should the Company be unable to continue as a going concern.

2. SIGNIFICANT ACCOUNTING POLICIES

We prepared the accompanying unaudited financial statements in conformity with accounting principles generally accepted in the United States of America applicable to interim financial information and with the rules and regulations of the United States Securities and Exchange Commission.

Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed, or omitted, pursuant to such rules and regulations. In ~~our~~the opinion of management, the unaudited interim financial ~~statements~~ statements include all adjustments necessary for the fair presentation of the results of the interim periods presented. All adjustments ~~are~~ are of a normal recurring nature., ~~You~~except ~~should~~as ~~read~~otherwise ~~these~~noted below. These financial statements should be read in conjunction with the ~~our~~Company’s audited financial statements and notes thereto ~~included in our Annual Report on Form 10-K~~ for the year ended October 31, 2011, filed with the Securities and Exchange Commission on February 29, 2012. The results of operations for the interim periods are not necessarily indicative of the results of operations for any other interim period or for a full fiscal year.

Based on our current level of operating activities, our critical accounting policies are limited to estimating liabilities and costs incurred. As of ~~January~~April 3130, 2012, we we had no cash accounts with ~~any~~a ~~banks~~bank. However, ~~and~~most ~~accordingly,~~of our operating costs are funded by a company under common ownership. We record liabilities to the company under common ownership based on those charges incurred on our behalf.

3. RELATED PARTY TRANSACTIONS

For the three month periods ended ~~January 31~~April 30, 2012 and 2011, companies with directors in common have provided accounting services to us, including the management of amounts payable to outside vendors and the payment of those amounts on our behalf. ~~Further, companies with directors in common provide our employees, office facilities and other support.~~ As of ~~January~~April 3130, 2012, the Company was indebted to a company with directors in common for $~~327~~860,~~409~~766, representing expenditures paid on behalf of the Company. This amount is unsecured, non-interest bearing, due on demand and has no specific terms of repayment. Substantially all of our operating expenses listed on our statements of operations are incurred under this informal arrangement.

For the three months ended ~~January~~April 3130, 2012, the brother of our Chief Executive Officer provided services related to business development and shareholder relations amounting to approximately $1324,~~442~~621, included in professional fees on our statement of operations. ~~Additionally, the mother of our chief executive officer earned approximately $4,431 as an employee of the Company, included in salaries, wages and benefits on our statements of operations.~~

F-4

RICHLAND RESOURCES CORP.

(Formerly Shengrui Resources Co. Ltd)

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS (Continued)

4. CORRECTION OF ERROR IN PREVIOUSLY ISSUED FINANCIAL STATEMENTS

Subsequent to filing our quarterly report on Form 10-Q for the period ended ~~January~~April 3130, 2011, we noted that we had erroneously recorded accounts payable assumed by our former parent company as a gain on settlement of liabilities. The following is a summary of the effects of the correction of this error on the statement of operations and comprehensive income for the three months ended ~~January~~April 3130, 2011 (the effects on our statement of cash flows for the three months and six months ended ~~January~~April 3130, 2011 were inconsequential):.

	As Originally Reported			As Restated			Effect of Correction
Quarter Ending April 30, 2012	As Originally Reported			As Restated			Effect of Correction
OPERATING COSTS AND EXPENSES
Professional fees	$	~~9,877~~-0-		$	921,~~877~~950		$	—21,950
Total operating costs and expenses		~~9,877~~-0-			921,~~877~~950			—21,950
Operating loss		~~(9,877~~-0-	)		(921,~~877~~950	)		—(21,950	)
Other income (expense)
Net income (loss)	$	-0-		$	(21,950	)	$	(21,950	)
Gain on settlement of debt		36,068			—			(36,068	)
Earnings (loss) per share, basic and diluted	$	-0-		$	(.00	)	$	(0.00	)
Total other income		36,068			—			(36,068	)
Weighted average shares outstanding, basic and diluted		5,456,000			5,456,000
Net income (loss)	$	26,191		$	(9,877	)	$	(36,068	)
Earnings (loss) per share, basic and diluted	$	0.01		$	—		$	(0.01	)
Weighted average shares outstanding, basic and diluted		5,456,000			5,456,000			—

5. SUBSEQUENT EVENTS

Six Months Ending April 30, 2012	As Originally Reported			As Restated			Effect of Correction


OPERATING COSTS AND EXPENSES
Professional fees	$	9,877		$	31,827		$	21,950
Total operating costs and expenses		9,877			31,827			21,950
Operating loss		(9,877	)		(31,827	)		(21,950	)
Gain on settlement of debt		36,068			0			(36,068	)
Net income (loss)	$	26,191		$	(31,827	)	$	(58,018	)
Earnings (loss) per share, basic and diluted	$	0.00		$	(0.01	)	$	(0.01	)
Weighted average shares outstanding, basic and diluted		5,456,000			5,456,000

~~We have evaluated subsequent events through the date these financial statements were issued and concluded that no significant subsequent events had occurred~~5. COMMITMENTS

*We *entered *into *a *non-cancelable *operating lease *for *our Rockwall, Texas office space during the three-months ended April 30, 2012. Our lease expires March 31, 2015, and future minimum rentals under our lease were as follows as of April 30, 2012:

Years ending October 31:
2012	$	76,500
2013		148,500
2014		99,000
2015		41,250
Total	$	365,250

F-5

6. SUBSEQUENT EVENTS

On May 4, 2012, we executed an order for approximately $28 million in oil and gas field services equipment. We are attempting to secure financing to pay for our order.

* * * * * * * *

F-6

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward Looking Statements

This quarterly report contains forward-looking statements that involve risks and uncertainties. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology including "could", "may", "will", "should", "expect", "plan", "anticipate", "believe", "estimate", "predict", "potential" and the negative of these terms or other comparable terminology. These statements are only predictions. Actual events or results may differ materially.

While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested in this report.

As used in this quarterly report, the terms "we", "us", "our", and "Richland Resources" mean Richland Resources Corp., unless otherwise indicated.

All dollar amounts in this annual report refer to U.S. dollars unless otherwise indicated.

Business Overview

We were incorporated as a Nevada company on October 30, 2006. We intend to build our business through the acquisition and development of oil and natural gas properties.

~~Our~~During ~~common~~the ~~stock~~second isquarter ~~quoted~~of 2012, after considerable discussions and research by the management team, the management team headed by the chief executive officer and chief financial officer has reached a decision to enter the oil and gas Fracing business. The driving force behind the decision was the synergy achieved by creating a vertically integrated company combining acquisition and development of oil and natural gas properties and Fracing services. The company acted swiftly on the ~~Over~~establishment of the ~~Counter~~Fracing ~~Quotation~~division and documented necessary infrastructure. ~~Bureau~~The ~~(OTCQB)~~main elements necessary to run a Fracing division are the ~~under~~equipment followed by labor and materials. Consequently, the ~~symbol~~company placed ~~“RRCH”~~an order with Surefire industries covering two complete Fracing fleets at a cost of approximately $28 Million, additional equipment necessary prior to the mobilization of the fleets was estimated at approximately, $7 Million which have been identified and negotiated with local vendors but orders have not been issued as of to date. The company intends to finance its Fracing business through partners in a joint venture agreement as well as raising capital through debt or equity. As of June 6, 2012, the company has not formalized any financing arrangements with partners or other resources.

Our common stock is quoted on the Over the Counter Quotation Bureau (OTCQB) under the symbol “RRCH”.

Going Concern

~~Our~~We ~~financial~~have ~~statements~~not ~~for~~generated ~~the~~any revenues, ~~three~~have ~~months~~incurred ~~ended~~losses ~~January 31,~~since ~~2012~~our inception, ~~have~~and ~~been~~rely ~~prepared~~upon onadvances afrom ~~going~~related ~~concern~~parties ~~basis~~to fund our operations. We may not generate any revenues even if we complete the acquisition of one or more operating companies, and ~~contain~~we anare ~~additional~~dependent on ~~explanatory~~obtaining ~~paragraph~~outside financing in ~~Note~~order 1to ~~which~~maintain ~~identifies issues~~our ~~that~~operations ~~raise~~and continue our proposed activities. These factors raised substantial doubt about our ability to continue as a going concern. ~~Our~~If ~~financial~~we ~~statements~~are dounable ~~not~~to ~~include~~raise ~~any~~equity or secure alternative ~~adjustments~~financing, ~~that~~we ~~might~~may ~~result~~not ~~from~~be ~~the~~able ~~outcome~~to ofcontinue ~~this~~our ~~uncertainty~~operations and our business plan may fail.

WeIf ~~have not generated any revenues, have incurred losses since~~ our ~~inception,~~operations and ~~rely~~cash ~~upon~~flow ~~advances~~improve, management ~~from~~believes ~~related~~that ~~parties~~we ~~and~~can ~~the~~continue ~~sale of securities~~ to ~~fund our operations~~operate. WeHowever, ~~may~~no ~~not~~assurance ~~generate any~~can ~~revenues~~be ~~even~~given ifthat wemanagement's ~~complete~~actions ~~the~~will ~~acquisition~~result ofin profitable ~~one~~operations or ~~more~~an ~~operating~~improvement ~~companies,~~in ~~and~~our weliquidity ~~are~~situation. ~~dependent~~The onthreat ~~obtaining~~of ~~outside financing~~our inability ~~order~~ to ~~maintain our operations and~~ continue ~~our~~as ~~proposed~~a ~~activities.~~going Ifconcern wewill cease ~~are unable~~ to ~~raise~~exist ~~equity~~only orif ~~secure alternative~~our ~~financing,~~revenues wereach ~~may~~a ~~not~~level be able to ~~continue~~sustain our ~~operations and our~~ business ~~plan may fail~~operations.

If our operations and cash flow improve, management believes that we can continue to operate. However, no assurance can be given that management's actions will result in profitable operations or an improvement in our liquidity situation. The doubt about our ability to continue as a going concern will cease to exist only if we receive adequate funding and our cash flows have reached a level able to sustain our business operations.

Results of Operations

Results of Operations for the Three Months Ended ~~January 31,~~April 30, 2012

For the three months ended ~~January~~April 3130, 2012, we did not generate any revenues and we had a net loss of $~~277~~565,~~641~~479 compared to a net loss of $921,~~877~~950 for the same period in fiscal 2011. The reason for the ~~2012~~ net loss in both periods is due to incurring normal general and administrative expenses. Our net loss per share for the three months ended ~~January~~April 3130, 2012 amounted to $0.0510, compared to a net loss per share of ~~nil~~$0.00 for the same period in fiscal 2011.

Our total expenses for the three months ended January 31, 2012 were $277,641, compared to total expenses of $9,877 for the same period in fiscal 2011, for a net increase of approximately $267,764. Our total expenses for the three months ended January 31, 2012 consisted of $32,649 in professional fees, $74,190 in rent, $5,216 in telecommunications charges, $165,234 in salaries and wages and $352 in miscellaneous general and administrative expenses, whereas our total expenses for the same period in fiscal 2011 consisted of $9,877 in professional fees. Our general and administrative expenses consist primarily of transfer agent fees and general office expenses. Our professional fees include legal, accounting and auditing fees.

~~Results~~Our total expenses for the three months ended April 30, 2012 were $565,479, compared to total expenses of ~~Operations~~$21,950 for the ~~Period~~same ~~from~~period ~~October~~in fiscal 2011, for a net increase of approximately $543,529. Our total expenses for the three months ended April 30, 2012 consisted of $31,301 ~~2006~~in ~~(Date~~professional fees, $185,958 in rent, $11,820 in telephone and telecom charges, $324,116 in salaries and wages and $12,284 in miscellaneous general and administrative expenses. Expenses for the same period in fiscal 2011 consisted mainly of professional ~~Inception)~~fees. Our general and administrative expenses consist primarily of transfer agent fees and general office expenses. Our professional fees include legal, accounting and auditing fees. The increase in our general and administrative expenses is due to ~~January~~adding 31staff, ~~2012~~office space and other activities subsequent to the change in management in April 2011.

~~From~~Results ~~our~~of ~~inception~~Operations onfor ~~October~~the ~~31,~~Six ~~2006~~Months toEnded ~~January~~April 3130, ~~2012 we~~ ~~did not generate any revenues and we incurred a net loss of $1,121,583.~~2012

~~From~~For ~~our~~the ~~inception~~six onmonths ~~October~~ended ~~31,~~April ~~2006 to January 31~~30, 2012, we ~~incurred~~did ~~total~~not ~~expenses~~generate ofany ~~$1,112,583,~~revenues ~~including~~and ~~$382,052~~we inhad ~~professional~~a ~~fees,~~net ~~$13,500~~loss inof ~~management fees,~~ $87843,~~690~~121 incompared ~~rent, $449,550~~to ina ~~stock-based~~net ~~compensation,~~loss of $431,~~302~~827 infor ~~foreign~~the ~~currency~~same ~~transaction~~period ~~losses, $647~~ in ~~bank~~fiscal 2011. ~~charges~~The ~~and~~reason ~~interest,~~for ~~$165,234 in~~the ~~salaries,~~2012 ~~wages~~net ~~and~~loss ~~benefits,~~is ~~and~~due ~~$4,392~~to inincurring normal general and administrative expenses. WeOur ~~also~~net ~~received~~income ~~$36,000~~per ~~in the form of a gain~~share onfor the ~~settlement~~six ofmonths ~~debt,~~ended ~~wrote~~April ~~off $25~~30,~~000~~ in2012 ~~oil~~amounted ~~and gas exploration costs because we allowed our interest in a property located in Worsley, Alberta~~ to ~~expire and wrote off~~ $200.16,~~000~~ incompared ~~exploration~~to ~~advances~~a asnet weloss ~~determined~~per ~~that~~share itof ~~was~~$0.006 ~~not~~for ~~feasible to continue exploring and developing~~ the ~~oil~~same ~~and~~period ~~gas properties~~ in ~~which we held an interest~~fiscal 2011.

Our total expenses for the six months ended April 30, 2012 were $843,120, compared to total expenses of $31,827 for the same period in fiscal 2011, for a net increase of approximately $811,293. Our total expenses for the six months ended April 30, 2012 consisted of $63,950 in professional fees, $260,148 in rent, $17,036 in telephone and telecom charges, $489,350 in salaries and wages and $12,636 in miscellaneous general and administrative expenses. We had professional fees of $31,827 during the same period in fiscal 2011. Our general and administrative expenses consist primarily of transfer agent fees and general office expenses. Our professional fees include legal, accounting and auditing fees. The increase in our general and administrative expenses is due to adding staff, office space and other activities subsequent to the change in management in April 2011.

Results of Operations for the Period from October 31, 2006 (Date of Inception) to April 30, 2012

From our inception on October 31, 2006 to April 30, 2012 we did not generate any revenues and we incurred a net loss of $1,687,062.

From our inception on October 31, 2006 to April 30, 2012, we incurred total expenses of $1,687,062, including $413,353 in professional fees, $13,500 in management fees, $273,648 in rent, $449,550 in stock-based compensation, $4,302 in foreign exchange losses, $647 in bank charges and interest, $489,350 in salaries, wages and benefits, and $16,676 in general and administrative expenses. We also received $36,000 in the form of a gain on the settlement of debt, wrote off $25,000 in oil and gas exploration costs because we allowed our interest in an undeveloped oil and gas property to expire and wrote off $20,000 in exploration advances as we determined that it was not feasible to continue exploring and developing the oil and gas properties in which we held an interest.

On April 1, 2012 the company entered into an Office Building lease with Daiker Partners Ltd. Of 2255 Ridge Road, Suite 100, Rockwall, Texas. The lease term is 3 years with option to terminate after 18 months providing a four months prior notice has been served.

The lease is accounted for as an operating lease, monthly rental charge is either, option (1) $10, 500 for 3 years or option (2) $12,750 for the first 18 months and $8,250 for the second 18 months. Company has elected option (2) as it contemplates that planned increased activities will result in an increase in the head count and therefore increase in the office space requirement in the near future.

After company decision to enter the oil and gas Fracing service, an order with Surefire industries was issued for the first two fleets at an estimated cost of $28 million.

Liquidity and Capital Resources

We have limited operational history. As of ~~January~~April 3130, 2012, we had nominimal cash or cash equivalents, $~~327~~905,~~404~~088 in total liabilities and a working capital deficit of $~~327~~903,~~404~~383. As of ~~January~~April 3130, 2012, we had an accumulated deficit of $1,~~121~~687,~~583~~062.

From our inception on October 30, 2006 until the change of control on March 9, 2011 we were solely dependent on the funds raised through our equity financing however, subsequent to athe change inof control, the company was financed by a company under common ownership. Our net loss of $1,~~121~~687,~~583~~062 from our inception on October 30, 2006 to ~~January~~April 3130, 2012 was funded by equity financing and ~~funding~~advances from related parties.

~~During the three months ended January 31, 2012 and 2011 we did not generate any cash flow from operating, investing or financing activities.~~ 4

~~For~~During the ~~next~~three 12 months weended ~~intend~~April to30, 2012 ~~seek~~and ~~financing~~2011 towe ~~acquire and~~did ~~develop~~not ~~oil~~generate ~~and~~significant ~~gas~~cash ~~properties~~flow infrom ~~the~~operating, ~~United~~investing ~~States~~or financing activities.

WeFor ~~are currently in~~ the ~~process of negotiating a farmout agreement with two independent mineral owners, under which we plan to drill our first four wells. Our plans for the~~ next 12 months ~~are~~we intend to ~~drill~~seek ~~six~~financing ~~wells~~to atacquire ~~a total cost of approximately $26.5 Million. We estimate that we will spend approximately $1.8 million on general~~ and ~~administrative~~develop ~~expenses.~~oil ~~Our general~~ and ~~administrative~~gas ~~expenses~~properties ~~for~~in the ~~year~~United ~~will~~States ~~consist of salaries~~ and ~~wages, professional fees, investor relations expenses, rent, utilities and general office expenses. The professional fees will be related principally~~ to ~~maintaining~~finance ~~our status as a public company, particularly our regulatory filings throughout~~ the ~~year,~~purchase asof ~~well as the completion~~Fracing ofequipment ~~any acquisitions~~ and ~~any~~commence ~~financings~~those operations.

We continue our efforts to negotiate farmout agreement with independent mineral owners, under which we plan to drill our first four wells. Our plans for the next 12 months are to drill six wells at a total cost of approximately $26.5 Million. We estimate that we will spend approximately $1.8 million on general and administrative expenses. Our general and administrative expenses for the year will consist of salaries and wages, professional fees, investor relations expenses, rent, utilities and general office expenses. The professional fees will be related principally to maintaining our status as a public company, particularly our regulatory filings throughout the year, as well as the completion of any acquisitions and any financings.

We intend to raise our cash requirements for the next 12 months from private placements, loans from related parties or possibly a registered public offering (either self-underwritten or through a broker-dealer). If we are unsuccessful in raising enough money through such efforts, we may review other financing possibilities such as bank loans. At this time we do not have a commitment from any broker-dealer or lender to provide us with financing. There is no assurance that any financing will be available to us or if available, on terms that will be acceptable to us.

Even though we plan to raise capital through equity or debt financing, we believe that the latter may not be a viable alternative for funding our operations as we do not have tangible assets to secure any such financing. We anticipate that any additional funding will be in the form of equity financing from the sale of our common stock. However, we do not have any financing arranged and we cannot provide any assurance that we will be able to raise sufficient funds from the sale of our common stock to finance our operations or activities. In the absence of such financing, we will not be able to complete any business acquisitions and we may be forced to cease our limited operations.

Off-Balance Sheet Arrangements

None.

Inflation

The amounts presented in the financial statements do not provide for the effect of inflation on our operations or financial position. The net operating losses shown would be greater than reported if the effects of inflation were reflected either by charging operations with amounts that represent replacement costs or by using other inflation adjustments.

Audit Committee

The functions of the audit committee are currently carried out by our Board of Directors, who has determined that we do not have an audit committee financial expert on our Board of Directors to carry out the duties of the audit committee. The Board of Directors has determined that the cost of hiring a financial expert to act as a director and to be a member of the audit committee or otherwise perform audit committee functions outweighs the benefits of having a financial expert on the audit committee at this time.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not applicable.

Item 4. Controls and Procedures

~~Not~~Evaluation ~~applicable.~~of Disclosure Controls and Procedures

~~Item~~We ~~4A.~~maintain ~~Controls~~disclosure controls and ~~Procedures~~procedures, as defined in Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934 (the "Exchange Act"), that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission (the “SEC”), and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

~~Evaluation~~As of ~~Disclosure~~the ~~Controls~~end of the period covered by this report, our management, with the participation of our Chief Executive Officer and ~~Procedures~~Chief Financial Officer, carried out an evaluation of the effectiveness of our disclosure controls and procedures. Based upon this evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures were not effective to ensure that information we are required to disclose in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

WeA ~~maintain~~material ~~disclosure~~weakness ~~controls~~is ~~and~~a ~~procedures~~deficiency, ~~as defined in~~or ~~Rule~~combination ~~13a-15(e)~~of ~~and~~deficiencies, ~~Rule~~in ~~15d-15(e)~~internal ~~promulgated~~control ~~under~~over ~~the~~financial ~~Securities~~reporting, ~~Exchange~~such ~~Act~~that ofthere ~~1934~~is ~~(the~~a ~~"Exchange~~reasonable ~~Act"),~~possibility that ~~are~~a material ~~designed~~misstatement toof ~~ensure~~our ~~that~~annual ~~information~~or ~~required~~interim tofinancial bestatements ~~disclosed~~will bynot usbe inprevented ~~the~~or ~~reports~~detected ~~that~~on wea ~~file~~timely orbasis. ~~submit~~In ~~under~~our ~~the Exchange Act~~assessment isof ~~recorded, processed, summarized and reported within~~ the ~~time~~effectiveness ~~periods~~of ~~specified~~internal incontrol ~~the~~over ~~rules~~financial ~~and~~reporting ~~forms~~as of ~~the~~April ~~Securities~~30, ~~and Exchange Commission (the “SEC”)~~2012, ~~and~~we determined that ~~such~~there ~~information~~were iscontrol ~~accumulated and communicated to our management, including~~deficiencies ~~our~~that ~~Chief~~constituted ~~Executive~~material ~~Officer and Chief Financial Officer~~weaknesses, as ~~appropriate~~described ~~to allow timely decisions regarding required disclosure~~below.

As1. ofGiven ~~the end of the period covered by this report,~~ our ~~management, with~~current ~~the participation of our Chief Executive Officer and Chief Financial Officer~~infrastructure, ~~carried~~we ~~out~~do annot ~~evaluation~~have ofsufficient ~~the~~segregation ~~effectiveness~~ of ~~our~~duties disclosure controls and procedures. Based upon this evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures were not effective to ensure that information we are required to disclose in ~~the~~internal ~~reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms for the reasons enumerated below:~~controls.

A2. ~~material weakness~~We isdo ~~a deficiency,~~not orhave ~~combination of~~a ~~deficiencies,~~system in ~~internal~~ ~~control~~place ~~over financial~~to ~~reporting,~~review ~~such that~~and ~~there~~monitor ~~is a~~internal ~~reasonable~~controls ~~possibility that~~over ~~a material misstatement of our annual or interim~~ financial ~~statements~~reporting. ~~will not~~Management beis ~~prevented or~~currently ~~detected on~~evaluating aremediation ~~timely~~plans ~~basis. In~~for ~~our assessment of~~ the ~~effectiveness of~~above ~~internal~~ control ~~over~~ ~~financial reporting as of January 31, 2012, we determined that there were control~~ deficiencies ~~that constituted material weaknesses, as described below~~.

1.In ~~Given~~light ~~our~~of ~~current~~the ~~infrastructure~~existence of these control deficiencies, we doconcluded ~~not~~that ~~have~~there ~~sufficient~~is ~~segregation~~a reasonable possibility that a material misstatement of ~~duties~~our inannual or interim financial statements will not be prevented or detected on a timely basis by our internal controls. As a result, management has concluded that we did not maintain effective internal control over financial reporting as of April 30, 2012.

2.Changes ~~Our auditors identified misstatements~~ in ~~our~~Internal ~~financial statements during the performance of their quarterly review.~~Control

3.During Wethe dothree ~~not~~months ~~have~~ended aApril ~~system~~30, 2012, inthere ~~place~~were tono ~~review~~changes ~~and~~in ~~monitor~~our internal control over financial reporting. ~~Management~~(as isdefined ~~currently~~in ~~evaluating~~Rule ~~remediation~~13a-15(e) ~~plans~~and ~~for~~Rule 15d-15(e) under the ~~above~~Exchange Act) that materially affected, or are reasonably likely to materially affect, our internal control ~~deficiencies~~over financial reporting.

In light of the existence of these control deficiencies, we concluded that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis by our internal controls. As a result, management has concluded that we did not maintain effective internal control over financial reporting as of January 31, 2012.6

~~Changes~~PART inII ~~Internal~~– ~~Control~~OTHER INFORMATION

During the three months ended January 31, 2012, the company hired a Chief Financial Officer. Our Chief Financial Officer is in the process of evaluating, disclosure controls and procedures remediating the deficiencies noted above and implementing other policies and procedures where necessary to ensure adequacy of internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

We are not aware of any legal proceedings to which we are a party. None of our directors, officers, affiliates, any owner of record or beneficially of more than 5% of our voting securities, or any associate of any such director, officer, affiliate or security holder are (i) a party adverse to us in any legal proceedings, or (ii) have a material interest adverse to us in any legal proceedings. We are not aware of any other legal proceedings that have been threatened against us.

Item 1A. Risk Factors

Not required by small reporting company.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. ~~Removed~~Mine ~~and~~Safety ~~Reserved~~Disclosures.

Not Applicable

Item 5. Other Information

None.

Item 6. Exhibits

Exhibit Number		Exhibit Description
31.1		Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) promulgated under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) promulgated under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Certification of Chief Executive Officer pursuant to Rule 13a-14(b) or Rule 15d-14(b) promulgated under the Securities Exchange Act of 1934 and 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2		Certification of Chief Financial Officer pursuant to Rule 13a-14(b) or Rule 15d-14(b) promulgated under the Securities Exchange Act of 1934 and 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

SIGNATURES

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

	Richland Resources Corp.
	(Registrant)
Date: March 20, 2012	/s/ Kenneth A. Goggans
Date: June 6, 2012	/s/ Kenneth A. Goggans
	Kenneth A. Goggans
	Chief Executive Officer, President, and Sole Director
Date: March 20, 2012	/s/ Max Elghandour
Date: June 6, 2012	/s/ Max Elghandour
	Max Elghandour
	Chief Financial Officer and Treasurer

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