UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended October 31, ~~2010~~ 2011

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

~~Shengrui~~Richland Resources CoCorp. ~~Ltd.~~

(Exact name of registrant as specified in its charter)

Nevada None (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)

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

~~270~~1513 –Houston ~~11331~~Street , ~~Coppersmith~~Sulphur ~~Way~~Springs, Texas 75482

Richmond, British Columbia, Canada V7A 5J9

(Address of principal executive offices)

(~~604~~(903) ~~214~~439-~~7706~~6400

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Exchange Act: None

Securities registered pursuant to Section 12(g) of the Exchange Act: Common Stock

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No þ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes o No þ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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~~ oS 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 (of for such shorter period that the registrant was required to submit and post such files). Yes þ £ No oS

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ

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 þS

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

As of ~~April~~February 3029, ~~2010~~2012 the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, was $~~1,670,500~~546.

As of ~~March~~February 2529, 2012 ~~2011~~ the registrant’s outstanding common stock consisted of 5,456,400 shares.

~~Table~~TABLE ofOF ~~Contents~~CONTENTS

~~PART I 2~~ Item 1. Business 21 Item 1A. Risk Factors 31 Item 1B. Unresolved Staff Comments 32 Item 2. Properties 32 Item 3. Legal Proceedings 32 Item 4. ~~Submission~~Mine ofSafety ~~Matters~~Disclosures to2 ~~a Vote of Security Holders 3~~ PART II 42 Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 42 Item 6. Selected Financial Data 53 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 53 Item 7A. Quantitative and Qualitative Disclosures about Market Risk 75 Item 8. Financial Statements and Supplementary Data 76 Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure 914 Item 9A. Controls and Procedures 914 Item 9B. Other Information 915 PART III 1015 Item 10. Directors, Executive Officers and Corporate Governance 1015 Item 11. Executive Compensation 1217 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 1217 Item 13. Certain Relationships and Related Transactions, and Director Independence 1318 Item 14. Principal Accountant Fees and Services 1318 PART IV 1419 Item 15. Exhibits, Financial Statement Schedules 1419

PART I

Item 1. Business

Forward Looking Statements

This annual 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 annual report, the terms "we", "us" and "our" mean ~~Shengrui~~Richland Resources CoCorp. ~~Ltd.~~, 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 under the name Double Halo Corp., Weand ~~were~~later ~~formerly~~changed our name to Shengrui Resources Co. Ltd., and changed our name to Richland Resources Corp. in April 2011. Prior to the year ended October 31, 2010 we had been involved in the acquisition and exploration of oil and gas properties, and were subsequently engaged in the development of business interests in China with the goal of completing the acquisition of one or more operating companies in the mineral resource industry. WeThose ~~are~~activities ~~currently~~were ~~assessing~~discontinued ~~our~~before ~~strategy~~the beginning ~~for~~of the ~~future,~~year asended weOctober ~~decided~~31, ~~not~~2011, toand ~~proceed with~~ the ~~proposal~~Company wehas ~~initiated~~been oninactive. ~~August~~Control ~~10, 2009 to acquire 100%~~ of the ~~issued~~Company ~~and~~was ~~outstanding~~acquired ~~shares~~by ~~of Heilongjiang Jiu Xin Mining Investment Co~~Kenneth A. ~~Ltd.,~~Goggans ~~a private mining company located~~ in ~~Harbin,~~March ~~Heilongjiang Province, China~~2011.

Our business activities are directed by ~~Arthur~~Kenneth ~~Skagen~~A. Goggans, our President, Chief Executive Officer, ~~Secretary~~ and Director, and ~~Donald~~Max ~~Fairholm~~Elghandour, our Chief Financial Officer, Principal Accounting Officer~~, Treasurer~~ and ~~Director~~Treasurer. MrMessrs. ~~Skagen~~Goggans and ~~Mr.~~Elghandour ~~Fairholm~~ also manage our operations.

We formerly had one wholly owned subsidiary, Patch Oilsands Ltd., a British Columbia corporation through which we acquired properties in Leismer, Alberta. On April 16, 2009 we transferred 100% of the shares of Patch Oilsands Ltd. to Pacific Bridge Capital Ltd., a company over which Mr. Skagen has sole voting and investment power, pursuant to a consulting agreement in exchange for services rendered. Our common stock is quoted on the OTCQB under the symbol “~~SRUI~~RRCH”.:

Uncertainties

We are an ~~exploration~~independant ~~stage~~oil ~~company~~and ~~that~~natural ~~has~~gas ~~only~~company ~~recently~~in the ~~begun~~development ~~operations~~stage. We have not generated any revenues from our business activities, ~~and~~ however we ~~do not~~ expect to generate revenues ~~for~~ in the foreseeable future. Since our inception, we have incurred operational losses, and we have been issued a going concern opinion by our auditors. ~~To finance our~~ Our operations, weare ~~have~~financed ~~completed several rounds of financing and raised $100,090~~ through ~~private~~funding ~~placements~~from ofa ~~our~~related ~~common stock.~~party

We ~~do not~~ are currently ~~have~~pursuing ~~sufficient~~ financing through private offering to fully execute our business plan, however, ~~and~~ there is no assurance that we will be able to obtain the necessary financing to do so. Accordingly, there is uncertainty about our ability to continue to operate.

2Item 1A. Risk Factors

~~Item~~Not 1Arequired. ~~Risk Factors~~

~~Not required.~~1

Item 1B. Unresolved Staff Comments

None.

Item 2. Properties

We do not own or have any rights to acquire an interest in any oil and gas properties or mineral resource properties.

Our executive office is located at ~~270~~1513 –Houston ~~11331 Coppersmith Way~~Street, ~~Richmond,~~Sulphur ~~British Columbia~~Springs, ~~Canada~~Texas ~~V7A 5J9~~75482. This office is ~~donated~~ provided to us by ~~Donald~~Kenneth ~~Fairholm~~Goggans, our Chief Executive ~~Financial~~ Officer, ~~Principal Accounting Officer, Treasurer~~ and sole Director. As of ~~March 25~~February 1, 2011 we had not entered into any lease agreements for this space.

Item 3. 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 4. ~~(Removed~~ ~~and~~Mine ~~Reserved)~~Safety Disclosures

3Not applicable.

PART II

Market Information

Our common stock is not traded on any exchange. Our common stock is quoted on the OTCQB under the trading symbol “~~SRUI~~RRCH”. Trading in stocks quoted on the OTCQB is often thin and is characterized by wide fluctuations in trading prices due to many factors that may have little to do with a company's operations or business prospects. We cannot assure you that there will be a market for our common stock in the future.

OTCQB securities are not listed or traded on the floor of an organized national or regional stock exchange. Instead, OTCQB securities transactions are conducted through a telephone and computer network connecting dealers in stocks. OTCQB issuers are traditionally smaller companies that do not meet the financial and other listing requirements of a regional or national stock exchange.

Our common stock became eligible for quotation on the OTC Bulletin Board on October 31, 2008; it was deleted from the OTC Bulletin Board and moved to the OTCQB on September 7, 2010. The following quotations reflect the high and low bids for our common stock based on inter-dealer prices, without retail mark-up, mark-down or commission, and may not represent actual transactions. The high and low bid quotations of our common stock for the periods indicated below are as follows:

OTC Bulletin Board / OTCQB
Quarter Ended	High ($)	Low ($)
October 31, 2010	1.25	0.25
July 31, 2010	1.25	1.25
April 30, 2010	1.50	1.05
January 31, 2010	1.05	1.01
October 31, 2009	1.50	0.60
July 31, 2009	0.60	0.60
April 30, 2009	0.60	0.60
January 31, 2009	0.25	0.25

Holders

OTC Bulletin Board / OTCQB
Quarter Ended	High ($)	Low ($)
October 31, 2011	*	*
July 31, 2011	*	*
April 30, 2011	*	*
January 31, 2011	*	*
October 31, 2010	1.25	0.25
July 31, 2010	1.25	1.25
April 30, 2010	1.50	1.05
January 31, 2010	1.05	1.01

As* ofThere ~~March 25, 2011 there~~ were ~~approximately~~no 47trading ~~holders~~activities ofduring ~~record~~this ~~of our common stock. We do not believe that a significant number of beneficial owners hold their shares of our common stock in street name.~~period

~~Dividends~~Holders

As of ~~March~~January 25, ~~2011~~2012 wethere ~~had~~were ~~not~~approximately ~~paid~~52 ~~dividends on shares~~ holders of ~~our~~record ~~common stock and we do not expect to declare or pay dividends on shares~~ of our common stock ~~for the foreseeable future~~. We ~~intend~~do tonot ~~retain~~believe ~~earnings,~~that ifa ~~any,~~significant tonumber ~~finance the development and expansion~~ of ~~our~~beneficial ~~business.~~owners ~~Our~~hold ~~future~~their ~~dividend~~shares ~~policy will be subject to the discretion~~ of our ~~Board~~common stock ofin ~~Directors~~street ~~and will depend upon our future earnings, if any, our financial condition, and other factors deemed relevant by the Board~~name.

~~Equity~~We ~~Compensation~~have ~~Plans~~historically not paid dividends on our common stock and we do not expect to declare or pay dividends on shares of our common stock for the foreseeable future. We intend to retain earnings, if any, to finance the development and expansion of our business. Our future dividend policy will be subject to the discretion of our Board of Directors and will depend upon our future earnings, if any, our financial condition, and other factors deemed relevant by the Board.

AsEquity ofCompensation ~~March 25, 2011 we did not have any equity compensation plans.~~Plans

~~Recent~~As of ~~Sales~~[Filing ofDate] ~~Unregistered~~we ~~Securities~~did not have any equity compensation plans.

~~During~~Recent Sales ~~the fiscal year ended October 31, 2010 we did not complete any unreported sales~~ of ~~our equity securities that were not registered under the~~ Unregistered Securities ~~Act.~~

4During the fiscal year ended October 31, 2011 we did not complete any unreported sales of our equity securities that were not registered under the Securities Act.

Item 6. Selected Financial Data

Not applicable.

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with our financial statements, including the notes thereto, appearing elsewhere in this annual report. The discussions of results, causes and trends should not be construed to imply any conclusion that these results or trends will necessarily continue into the future.

Results of Operations

Revenues

We have limited operational history. From our inception on October 30, 2006 to October 31, ~~2010~~ 2011 we did not generate any revenues. As of October 31, ~~2010~~2011 we had no assets and total liabilities of $~~171~~49,~~456~~763. We anticipate that we will incur ~~substantial~~ losses ~~for~~ in the foreseeable future and our ability to generate ~~any~~ revenues in the next 12 months continues to be uncertain.

Expenses

From our inception on October 30, 2006 to October 31, ~~2010~~ 2011 we incurred total expenses of $~~785~~834,~~179~~943, including $13,500 in management fees, $13,500 in rent, $~~299~~349,~~640~~ 403 in professional fees, $449,550 in stock-based compensation, $4,302 in foreign exchange losses, $647 in bank charges and interest and $4,040 in general and administrative expenses. We also received $36,000 in the form of a a gain on the settlement of debt, wrote off $25,000 in oil and gas exploration costs because we allowed our interest in a property located in Worsley, Alberta 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.

~~During the fiscal year ended October 31, 2010 we incurred total expenses of $68,617, including $68,298 in professional fees and $319 in general and administrative expenses.~~3

During the fiscal year ended October 31, ~~2009~~ 2011 we incurred total expenses of $~~140~~49,~~509, including $1,500~~ 763 in ~~management fees, $1,500 in rent, $133,988 in~~ professional fees, $282 in foreign exchange losses, $647 in bank charges and interest and $2,592 in general and administrative expenses. We also received $36,000 in the form of a gain on the settlement of debt 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.

~~Our~~During ~~general~~the fiscal ~~and~~year ~~administrative~~ended October ~~expenses~~31, ~~consisted~~2010 we ~~primarily~~incurred total expenses of ~~transfer~~$68,617 including ~~agent~~$68,298 in professional fees and $319 in general and ~~office~~administrative expenses. We ~~Our~~also ~~professional~~received $36,000 ~~fees~~in ~~include~~the form ~~legal~~of a gain on the settlement of debt and wrote off $20,000 ~~accounting~~in exploration advances as we determined that it was not feasible to continue exploring and ~~auditing~~developing ~~fees~~the oil and gas properties in which we held an interest.

~~Net~~Our ~~Loss~~general and administrative expenses consisted primarily general office expenses. Our professional fees include legal, accounting and auditing fees.

~~From~~Net our inception on October 30, 2006 to October 31, 2010 we incurred a net loss of $794,179. During the fiscal year ended October 31, 2010 we incurred a net loss of $68,617 and a net loss per share of $0.01. During the fiscal year ended October 31, 2009 we incurred a net loss of $124,509 and a net loss per share of $0.02.Loss

5From our inception on October 30, 2006 to October 31, 2011 we incurred a net loss of $843,942. During the fiscal year ended October 31, 2011 we incurred a net loss of $49,763 and a net loss per share of $0.01. During the fiscal year ended October 31, 2010 we incurred a net loss of $68,617 and a net loss per share of $0.01.

Liquidity and Capital Resources

As of October 31, 2011 ~~2010~~ we had no cash or assets, $~~171~~49,~~456~~763 in current liabilities and a working capital deficit of $~~171~~49,~~456~~763. As of October 31, ~~2010~~2011 we had an accumulated deficit of $~~794~~843,~~179~~843.

From our inception on October 30, 2006 until the change Weof ~~are~~control ~~solely~~on March 9, 2011 we were solely dependent on the funds raised through our equity financing however, subsequent to the change of control, the company was financed by a company under common ownership. Our net loss of $~~794~~843,~~179~~942 from our inception on October 30, 2006 to October 31, ~~2010~~ 2011 was funded by equity financing. ~~Since~~and ~~our~~funding ~~inception on October 30, 2006, we have raised gross proceeds of $100,090 in cash~~ from ~~the~~related ~~sale of our securities~~parties.

~~From~~We ~~our~~are ~~inception~~currently onin ~~October~~the ~~30,~~process ~~2006~~of tonegotiating ~~October~~a ~~31,~~farmout agreement ~~2010~~with wetwo ~~spent~~independent ~~$140~~mineral owners,~~671~~ on ~~operating~~which ~~activities,~~we ~~including~~plan ~~$13,500~~to indrill ~~donated~~our ~~rent,~~first ~~$13,500~~four inwells. ~~donated~~Our plans ~~services,~~for ~~$20,000~~the next in12 ~~the~~months are ~~write-off~~to ofdrill ~~exploration~~six ~~advances,~~wells ~~$25,930~~at ina ~~consulting~~total ~~fees,~~cost of approximately $~~449,500~~26.5 inMillion ~~stock-based~~we estimate ~~compensation,~~that we will spend approximately $~~25,000~~1.8 inmillion ~~the~~on ~~write-off~~on general ofand ~~exploration~~administrative expenses. ~~costs,~~Our ~~$57,072~~general inand administrative ~~amounts~~expenses ~~due~~for the toyear ~~related~~will consist ~~parties~~of salaries and ~~$104~~wages,~~956~~ inprofessional ~~accounts~~fees, ~~payable. During~~investor ~~that~~relations ~~time~~expenses, werent, utilities ~~also~~and ~~received~~gerneral ~~$36,000~~office inexpenses ~~the~~The ~~form~~professional fees ofare related to maintaining our status as a public ~~gain~~company, onparticularly our regulatory filings throughout the ~~settlement~~year, as well as the completion of any ~~debt~~financing and the ~~$20,000~~acquisition of any company in which ~~exploration~~we ~~advances~~may acquire an interest.

~~During~~We intend ~~the~~to ~~fiscal~~raise our ~~year~~cash ~~ended~~requirements for ~~October~~the ~~31,~~next 12 ~~2010~~months wefrom private ~~spent $319 on operating activities~~placements, ~~including~~loans from ~~$57,072 in amounts due to~~ related parties or ~~and~~possibly ~~$11,226~~a registered inpublic ~~the~~offering (either ~~form~~self-underwritten ofor through ~~accounts~~a ~~payable,~~broker-dealer). If ~~whereas~~ we ~~spent~~are unsuccessful ~~$51,833~~in onraising enough ~~operating~~money ~~activities~~through such ~~during the fiscal year ended October 31~~efforts, ~~2009,~~we may ~~including~~review ~~$1,500~~other financing inpossibilities ~~donated~~such as ~~rent,~~bank ~~$1,500~~loans. inAt this ~~donated~~time ~~services,~~we do ~~$20,000~~not inhave a ~~the~~commitment ~~write~~from any broker-~~off~~dealer ofto provide ~~exploration~~us with ~~advances, $25,930 in consulting fees and $59,746 in accounts payable~~financing. There ~~During~~is no assurance that ~~time,~~any financing wewill ~~also~~be available ~~received~~to ~~$36,000~~us or inif ~~the form of a gain~~ available, on ~~the~~terms ~~settlement~~that will ofbe ~~debt~~acceptable to us.

~~From~~Even though ~~our~~we ~~inception~~plan to onraise ~~October~~capital through 30equity or debt financing, ~~2006~~we believe tothat ~~October~~the latter ~~31,~~may ~~2010~~not be a viable alternative for funding our operations as we ~~spent~~do ~~$50,930~~not have ontangible ~~investing~~assets to ~~activities~~secure any such financing. ~~During~~We anticipate ~~the~~that ~~fiscal~~any additional ~~year~~funding ~~ended~~will be ~~October~~in ~~31,~~the form ~~2010~~of weequity financing ~~spent~~from ~~$Nil~~the sale onof ~~investing~~our common ~~activities~~stock. However, we ~~whereas~~do wenot have ~~spent~~any ~~$6,120~~financing arranged onand ~~investing~~we cannot ~~activities~~provide ~~during~~any assurance ~~the~~that ~~fiscal~~we will ~~year~~be ~~ended~~able to ~~October~~raise ~~31,~~sufficient funds ~~2009. All~~from the sale of our common ~~investing~~stock to finance our operations or activities. In ~~since~~the ~~inception~~absence of ~~were~~such ~~related~~financing, we towill ~~the~~not be ~~acquisition~~able ofcomplete any ~~oil~~business acquisitions and ~~gas~~we ~~properties~~may be forced to cease our limited operations.

From our inception on October 30, 2006 to October 31, 2010 we received $191,601 from financing activities, including $42,780 in proceeds from the issuance of our common stock, $71,660 from subscriptions for our common stock and $91,511 in advances from related parties. From our inception on October 30, 2006 to October 31, 2010 we also spent $14,350 on repurchases of our common stock. During the fiscal years ended October 31, 2010 and October 31, 2009 we received $Nil and $57,949 from financing activities, respectively, all of which was in the form of advances from related parties.4

~~Our~~We also ~~decrease~~hope into obtain ~~cash~~financing ~~for~~as part ~~the~~of ~~year~~any acquisition ~~ended~~agreement ~~October~~that we 31may ultimately negotiate. However, there ~~2010~~is ~~was~~no guarantee ~~$319~~that ~~due~~we will toenter into a ~~combination~~definitive ofacquisition agreement, ~~our~~and ~~operating,~~if we ~~investing~~successfully complete an acquisition our capital requirements and ~~financing~~business ~~activities~~plans may change substantially.

~~Our~~Going plans for the next 12 months are uncertain due to our current financial condition. However, based on our expenses since inception we estimate that we will spend approximately $100,000 on professional fees as well as $5,000 on general and administrative expenses. Our general and administrative expenses for the year will consist primarily of transfer agent fees, investor relations expenses, bank and interest charges and general office expenses. The professional fees are related to maintaining our status as a public company, particularly our regulatory filings throughout the year, as well as the completion of any financing and the acquisition of any company in which we may acquire an interest.Concern

WeOur financial ~~intend~~statements ~~to raise the balance of our cash requirements~~ for the ~~next~~fiscal 12year ended ~~months~~October ~~from private placements~~31, 2011 ~~loans~~have ~~from~~been prepared ~~related~~on ~~parties or possibly~~ a going ~~registered~~concern ~~public~~basis and ~~offering~~contain ~~(either~~an additional ~~self-underwritten~~explanatory ~~or through a broker-dealer). If we are unsuccessful~~ paragraph in ~~raising~~Note ~~enough~~1 which ~~money~~identifies ~~through~~issues that ~~such~~raise ~~efforts,~~substantial wedoubt about ~~may~~our ~~review~~ability to ~~other~~continue ~~financing possibilities such~~ as a ~~bank loans~~going concern. AtOur ~~this~~financial ~~time we~~ statements do not ~~have~~include ~~a commitment from~~ any ~~broker-dealer~~adjustments ~~to provide us with financing. There is no assurance~~ that ~~any~~might ~~financing~~result ~~will~~from bethe ~~available~~outcome toof ~~us or if available, on terms that will be acceptable to us~~this uncertainty.

~~Even~~We have ~~though~~not wegenerated any ~~plan~~revenues, tohave achieved ~~raise~~losses ~~capital~~since our ~~through equity or debt financing~~inception, weand relied ~~believe~~on ~~that~~ the sale ~~latter~~of ~~may~~securities to ~~not~~fund beour Operations auntil ~~viable alternative for funding~~ our ~~operations~~change asof wecontrol doon ~~not~~March ~~have~~9, ~~tangible~~2011, ~~assets~~for ~~to secure any such financing. We anticipate that any additional funding will be in~~ the ~~form~~remainder of ~~equity financing from~~ the ~~sale~~year ended ofOctober ~~our common stock. However~~31, we2011 dothe ~~not~~company ~~have~~was ~~any~~funded ~~financing~~by ~~arranged~~a ~~and~~related weparty. ~~cannot~~We may ~~provide~~not generate any ~~assurance~~revenues ~~that~~even if we ~~will~~successfully complete bethe ~~able~~acquisition of toone ~~raise~~or more ~~sufficient~~operating ~~funds~~companies, and ~~from~~we ~~the~~are dependent ~~sale~~on ofobtaining outside ~~our~~financing ~~common~~in order ~~stock~~ to ~~finance~~ maintain our operations orand continue our activities. InIf we ~~the~~are ~~absence~~unable to ofraise ~~such~~equity or secure alternative financing, we ~~will~~ may not be able to ~~complete~~continue ~~any~~our operations ~~business acquisitions~~ and weour business may ~~be forced to cease our limited operations~~fail.

WeIf our ~~also~~operations ~~hope~~and cash toflow ~~obtain~~improve, management ~~financing~~believes ~~as part of any acquisition agreement~~ that we ~~may~~can ~~ultimately~~continue to ~~negotiate~~operate. However, no ~~there~~assurance iscan be nogiven ~~guarantee~~ that management's weactions will result ~~enter~~in ~~into~~profitable operations aor ~~definitive~~an improvement ~~acquisition~~in ~~agreement,~~our liquidity ~~and~~situation. ifThe threat weof ~~successfully~~our ability ~~complete~~to ancontinue as ~~acquisition~~a ~~our~~going concern ~~capital~~will ~~requirements~~cease to ~~and~~exist ~~business~~only when ~~plans~~our ~~may~~revenues have ~~change~~reached ~~substantially~~a level able to sustain our business operations.

6Off-Balance Sheet Arrangements

~~Going~~We have ~~Concern~~no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.

~~Our~~Critical ~~financial~~Accounting statements for the fiscal year ended October 31, 2010 have been prepared on a going concern basis and contain an additional explanatory paragraph in Note 1 which identifies issues that raise substantial doubt about our ability to continue as a going concern. Our financial statements do not include any adjustments that might result from the outcome of this uncertainty.Policies

WeOur financial ~~have~~statements ~~not~~are affected ~~generated~~by ~~any~~the accounting ~~revenues,~~policies ~~have achieved losses since our inception,~~ used and ~~rely upon~~ the ~~sale~~estimates and ofassumptions ~~securities~~made by tomanagement ~~fund~~during their ~~our operations~~preparation. WeA ~~may not generate any revenues even if we successfully~~ complete summary ~~the acquisition~~ of ~~one~~these policies oris ~~more~~included in ~~operating~~Note ~~companies,~~2 of ~~and~~the ~~we are dependent on obtaining outside financing in order~~ notes to ~~maintain~~ our ~~operations~~financial statements. ~~and~~We ~~continue~~have identified ~~our~~below ~~activities.~~the accounting Ifpolicies we that are ~~unable~~of toparticular importance ~~raise~~in ~~equity~~the presentation orof ~~secure~~our financial ~~alternative financing~~position, weresults of ~~may~~operations ~~not~~and cash beflows, ~~able~~and which torequire ~~continue~~the application ~~our~~of ~~operations~~significant judgment ~~and~~by ~~our business may fail~~management.

IfBased on our ~~operations~~current ~~and~~level ~~cash~~of ~~flow~~operating ~~improve~~activities, our ~~management~~critical ~~believes~~accounting ~~that~~policies weare ~~can~~limited ~~continue~~ to ~~operate.~~estimating ~~However,~~liabilities noand ~~assurance~~costs ~~can~~incurred. beAs ~~given~~of ~~that~~October ~~management's~~31, ~~actions~~2011, ~~will~~we ~~result~~had inno ~~profitable~~cash accounts ~~operations~~with orany anbanks, ~~improvement~~and inaccordingly, our ~~liquidity~~operating ~~situation.~~costs ~~The~~are ~~threat~~funded ofby ~~our~~a ~~ability~~company tounder ~~continue~~common asownership. aWe ~~going~~record ~~concern will cease~~ liabilities to ~~exist~~the ~~only~~company ~~when~~under ~~our~~common ~~revenues~~ownership ~~have~~based ~~reached~~on athose ~~level~~charges ~~able~~incurred toon ~~sustain~~ our ~~business operations~~behalf.

~~Off-Balance~~Item ~~Sheet~~7A. ~~Arrangements~~Quantitative and Qualitative Disclosures about Market Risk

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholdersNot required.

~~Critical Accounting Policies~~5

~~Our~~Item ~~financial statements are affected by the accounting policies used and the estimates and assumptions made by management during their preparation~~8. AFinancial ~~complete~~Statements summary of these policies is included in Note 2 of the notes to our financial statements. We have identified below the accounting policies that are of particular importance in the presentation of our financial position, results of operations and ~~cash~~Supplementary ~~flows, and which require the application of significant judgment by management.~~Data

~~Foreign~~Report ~~currency~~of ~~translation~~Independent Registered Public Accounting Firm

~~Our~~To ~~functional and reporting currency is~~ the USBoard ~~dollar.~~of ~~Monetary~~Directors ~~assets~~ and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets and liabilities denominated in a foreign currency are translated at the historical rate. Gains and losses arising on settlement of foreign currency denominated transactions or balances are included in the determination of income. Foreign currency transactions are primarily undertaken in Canadian dollars. We have not, to the date of this annual report, entered into derivative instruments to offset the impact of foreign currency fluctuations.Stockholders

~~Item~~Richland ~~7A. Quantitative~~Resources ~~and Qualitative Disclosures about Market Risk~~Corporation

~~Not~~We have ~~required~~audited the accompanying balance sheet of Richland Resources Corporation (the “Company”), a company in the development stage, as of October 31, 2011, and the related statements of operations and comprehensive loss, cash flows and changes in stockholders’ deficit for the year then ended and for the period from October 30, 2006 (inception) through October 31, 2011. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. The financial statements of the Company for the period from October 30, 2006 (inception) through October 31, 2010, were audited by other auditors whose report, dated March 23, 2011, on those financial statements included an explanatory paragraph that expressed substantial doubt about the Company's ability to continue as a going concern. The cumulative statements of operations and comprehensive loss, cash flows and changes in stockholders’ deficit for the period from October 30, 2006 (inception) to October 31, 2011 include amounts for the period from October 30, 2006 (inception) to October 31, 2010, which were audited by other auditors, and our opinion, insofar as it relates to the amounts included for the period from October 30, 2006 (inception) through October 31, 2010, is based solely on the report of other auditors.

~~Item~~We 8conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). ~~Financial~~ ~~Statements~~Those standards require that we plan and ~~Supplementary~~perform the ~~Data~~audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

7In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Richland Resources Corporation as of October 31, 2011, and the results of its operations and its cash flows for the year then ended and for the period from October 30, 2006 (inception) through October 31, 2011, in conformity with U.S. generally accepted accounting principles.

~~SHENGRUI~~The ~~RESOURCES~~accompanying COfinancial statements have been prepared assuming that the Company will continue as a going concern. ~~LTD~~As discussed in Note 1 to the financial statements, the Company has suffered recurring losses from operations and its total liabilities exceeds its total assets. This raises substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~(An~~Hein ~~Exploration~~& ~~Stage~~Associates ~~Company)~~LLP

~~Financial Statements as of October 31~~Dallas, ~~2010~~Texas

~~Financial~~February ~~Statement~~29, ~~Index~~2012

Report of Independent Registered Public Accounting Firm	F-1
Balance Sheets	F-2
Statements of Operations and Comprehensive Loss	F-3
Statements of Cash Flows	F-4
Statement of Stockholders’ Equity (Deficiency)	F-5
Notes to the Financial Statements	F-6

8REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

~~REPORT~~To OFthe ~~INDEPENDENT~~Shareholders ~~REGISTERED~~and ~~PUBLIC~~the ~~ACCOUNTING~~Board ~~FIRM~~of Directors of

ToRichland ~~the~~Resources ~~Shareholders and the Board of Directors of~~Corporation

(formerly Shengrui Resources Co. Ltd.)

We have audited the accompanying balance ~~sheets~~sheet of Richland Resources Corporation (formerly Shengrui Resources Co. Ltd.) (the “Company”) as of October 31, 2010 and ~~2009 and~~ the related statements of operations and comprehensive loss, stockholders' equity and cash flows for the ~~years~~year ended October 31, 2010 ~~and 2009 and for the period from inception at October 30, 2006 to October 31, 2010~~. The Company’s management is responsible for these financial statements based on our ~~audits~~audit.

We conducted our ~~audits~~audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the ~~audits~~audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The ~~company~~Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our ~~audits~~audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the ~~company~~Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our ~~audits~~audit ~~provide~~provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of October 31, 2010 ~~and 2009~~, and the results of its operations and its cash flows for the ~~years~~year then ended ~~and for the period from inception at October 30, 2006 to October 31, 2010~~ in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As ~~discussed~~The ~~in Note 1 to the financial statements, the~~ Company has generated negative cash flows from operating activities during the ~~past~~ year. ~~The~~ended October 31, 2010, and the Company has an accumulated deficit of ~~approximately~~ $794,179 for the year ended October 31, 2010. This raises substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

	/s/ DAVIDSON & COMPANY LLP
Vancouver, Canada	Chartered Accountants
March 23, 2011

“DAVIDSON & COMPANY LLP”

~~1200 – 609 Granville Street~~Vancouver, ~~P.O.~~Canada ~~Box~~Chartered ~~10372,~~Accountants ~~Pacific~~March ~~Centre~~23, ~~Vancouver, B.C., Canada V7Y 1G6~~2011

~~Telephone (604) 687-0947 Fax (604) 687-6172~~6B

~~F-1~~RICHLAND RESOURCES CORP.

~~SHENGRUI~~(Formerly ~~RESOURCES~~Shengrui Resources COCo. ~~LTD~~Ltd.)

(~~Formerly~~A ~~Double~~Development ~~Halo Resources Inc.~~Stage Company)

~~(An~~BALANCE ~~Exploration Stage Company)~~SHEETS

~~BALANCE~~(Expressed ~~SHEETS~~in US Dollars)

~~(Expressed~~As inof October ~~US Dollars)~~31

As at October 31

	2011			2010
ASSETS	$	-		$	-

LIABILITIES
Current
Accounts payable and accrued liabilities	$	-		$	68,956
Due to related parties		49,763			102,500
Total current liabilities		49,763			171,456

STOCKHOLDERS' DEFICIT
Capital stock (100,000,000 shares authorized, $0.0001 par value, 5,456,400 shares issued and outstanding)		546			546
Additional paid-in capital		793,633			622,177
Deficit accumulated during the development stage		(843,942	)		(794,179	)
Total stockholders’ deficit	$	(49,763	)	$	(171,456	)

	2010			2009
ASSETS
Current
Cash	$	-		$	319
		-			319
	$	-		$	319
LIABILITIES
Current
Accounts payable and accrued liabilities	$	68,956		$	57,730
Due to related parties (Note 3)		102,500			45,428
		171,456			103,158
STOCKHOLDERS' DEFICIENCY
Capital stock (100,000,000 shares authorized, $0.0001 par value, 5,456,400 shares issued and outstanding [October 31, 2009 - 5,456,400]) (Note 4)		546			546
Additional paid-in capital		622,177			622,177
Deficit accumulated during the exploration stage		(794,179	)		(725,562	)
		(171,456	)		(102,839	)
	$	-		$	319

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

~~Nature and continuance of operations (Note 1)~~7

~~Subsequent~~RICHLAND ~~events~~RESOURCES ~~(Note 7)~~CORP.

~~The~~(Formerly ~~accompanying~~Shengrui Resources ~~notes~~Co. ~~are an integral part of these financial statements~~Ltd.)

~~F-2~~(A Development Stage Company)

~~SHENGRUI~~STATEMENTS ~~RESOURCES~~OF OPERATIONS AND ~~CO. LTD.~~COMPREHENSIVE LOSS

(~~Formerly~~Expressed ~~Double~~in US ~~Halo Resources Inc.~~Dollars)

(An Exploration Stage Company)

	Period from October 30, 2006 (inception) through October 31,			Years Ended October 31,
	2011			2011			2010

Expenses
Bank charges and interest	$	647		$	-		$	-
General and administrative expenses		4,040			-			319
Foreign exchange loss		4,302			-			-
Management fees		13,500			-			-
Rent		13,500			-			-
Professional fees		349,403			49,763			68,298
Stock-based compensation		449,550			-			-
		834,942			49,763			68,617
Loss before other items		(834,942	)					(68,617	)
Other items
Write-off of exploration advances		(20,000	)		-			-
Write-off of exploration costs		(25,000	)		-			-
Gain on settlement of debt		36,000			-			-
Net loss and comprehensive loss for the period	$	(834,942	)	$	(49,763	)	$	(68,617	)

Loss per share					(0.01	)		(0.01	)
Basic					5,456,000			5,456,000
Weighted average number of shares outstanding

~~STATEMENTS~~The accompanying OFnotes ~~OPERATIONS~~are an ~~AND~~integral ~~COMPREHENSIVE~~part of ~~LOSS~~these financial statements.

~~(Expressed in US Dollars)~~8

	Period from inception at October 30, 2006 to			Year ended			Year ended
	October 31, 2010			October 31, 2010			October 31, 2009
Expenses
Bank charges and interest	$	647		$	-		$	647
General and administrative expenses		4,040			319			2,592
Foreign exchange loss		4,302			-			282
Management fees		13,500			-			1,500
Rent		13,500			-			1,500
Professional fees		299,640			68,298			133,988
Stock-based compensation		449,550			-			-
		785,179			68,617			140,509
Loss before other items		(785,179	)		(68,617	)		(140,509	)
Other items
Write-off of exploration advances		(20,000	)		-			(20,000	)
Write-off of exploration costs		(25,000	)		-			-
Gain on settlement of debt		36,000			-			36,000
Net loss and comprehensive loss for the period	$	(794,179	)	$	(68,617	)	$	(124,509	)

RICHLAND RESOURCES CORP.

Loss per share
Basic	$	(0.01	)	$	(0.02	)
Weighted average number of shares outstanding		5,456,000			5,456,000

(Formerly Shengrui Resources Co. Ltd.)

~~The~~(A ~~accompanying~~Development ~~notes are an integral part of these financial statements.~~Stage Company)

~~F-3~~STATEMENTS OF CASH FLOWS

~~SHENGRUI~~(Expressed ~~RESOURCES~~in US ~~CO. LTD.~~Dollars)

(Formerly Double Halo Resources Inc.)

	Period from October 30, 2006 inception) to			Year ended			Year ended
	October 31, 2011			October 31, 2011			October 31, 2010

Cash flow from operating activities
Net loss and comprehensive loss for the period	$	(843,942	)	$	(49,763	)	$	(68,617	)
Add back non-cash operating activities:
Donated rent		13,500			-			--
Donated services		13,500			-			--
Write-off of exploration advances		20,000			-			--
Consulting fees		25,930			-			--
Gain on settlement of debt		(36,000	)		-			--
Stock-based compensation		449,550			-			-
Write-off of exploration costs		25,000			-			-
Changes in non-cash working capital
Exploration advances		(20,000	)		-			-
Accounts payable		104,956			-			11,226
Due to related parties		106,835			49,763			57,072
Net cash used in operating activities		(140,671	)		--			(319	)
Cash flow from investing activities
Acquisition of oil and gas properties		(50,930	)		-			--
Net cash used in investing activities		(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	)		-			-
Net cash provided by financing activities		191,601			-			--
Net change in cash during the period		-			-			(319	)
Cash, beginning of the period		-			-			319
Cash, end of the period	$	-		$	-		$	-

~~(An~~The accompanying ~~Exploration~~notes ~~Stage~~are an ~~Company)~~integral part of these financial statements.

~~STATEMENTS OF CASH FLOWS~~9

~~(Expressed~~RICHLAND inRESOURCES ~~US Dollars)~~CORP.

	Period from inception at October 30, 2006 to			Year ended			Year ended
	October 31, 2010			October 31, 2010			October 31, 2009
Cash flow from operating activities
Net loss and comprehensive loss for the period	$	(794,179	)	$	(68,617	)	$	(124,509	)
Add back non-cash operating activities:
Donated rent		13,500			-			1,500
Donated services		13,500			-			1,500
Write-off of exploration advances		20,000			-			20,000
Consulting fees		25,930			-			25,930
Gain on settlement of debt		(36,000	)		-			(36,000	)
Stock-based compensation		449,550			-			-
Write-off of exploration costs		25,000			-			-
Changes in non-cash working capital
Exploration advances		(20,000	)		-			-
Accounts payable		104,956			11,226			59,746
Due to related parties		57,072			57,072
Net cash used in operating activities		(140,671	)		(319	)		(51,833	)
Cash flow from investing activities
Acquisition of oil and gas properties		(50,930	)		-			(6,120	)
Net cash used in investing activities		(50,930	)		-			(6,120	)
Cash flow from financing activities
Advances from related parties		91,511			-			57,949
Capital stock subscribed		71,660			-			-
Proceeds from the issuance of capital stock		42,780			-			-
Repurchase of capital stock		(14,350	)		-			-
Net cash provided by financing activities		191,601			-			57,949
Net change in cash during the period		-			(319	)		(4	)
Cash, beginning of the period		-			319			323
Cash, end of the period	$	-		$	-		$	319

(Formerly Shengrui Resources Co. Ltd.)

~~Interest~~(An ~~paid~~Exploration Stage ~~during the year $ - $ - $ - Income taxes paid during the year $ - $ - $ -~~Company)

~~Supplemental~~STATEMENTS ~~cash~~OF CHANGES ~~flow~~IN ~~disclosure~~STOCKHOLDERS' ~~(Note 5)~~DEFICIT

~~The~~(Expressed ~~accompanying~~in US ~~notes are an integral part of these financial statements.~~Dollars)

F-4

	Common Stock				Additional Paid		Deficit Accumulated during the Development			Total Stockholders’
	Shares		Amount		in Capital		Stage			Deficit
Balances, November 1, 2009	5,456,400	$	546	$	622,177	$	(725,562	)	$	(102,839	)
Net loss	-		-		-		(68,617	)		(68,617	)
Balances, October 31, 2010	5,456,400		546		622,177		(794,179	)		(171,456	)
Assumption of liabilities by related party	-		-		68,956		-			68,956
Extinguishments of related party debt	-		-		102,500		-			102,500
Net loss	-		-		-		(49,763	)		(49,763	)
Balances, October 31, 2011	5,456,400	$	546	$	793,633	$	(843,942	)	$	(49,763	)

~~SHENGRUI~~The accompanying ~~RESOURCES~~notes ~~CO.~~are an ~~LTD~~integral part of these financial statements.

~~(Formerly Double Halo Resources Inc.)~~10

~~(An~~1. ~~Exploration~~NATURE ~~Stage~~OF ~~Company)~~OPERATIONS AND GOING CONCERN

~~STATEMENT~~Richland OFResources ~~STOCKHOLDERS'~~Corp. ~~EQUITY~~(formerly Shengrui Resources Co. Ltd. and Double Halo Resources Inc.) (~~DEFICIENCY~~the “Company”) was incorporated in the State of Nevada on October 30, 2006. The Company was considered an Exploration Stage Company, as defined by Statement of Financial Accounting Standard (“SFAS”) No. 7 “Accounting and Reporting for Development Stage Enterprises”, until the change of control occurring on March 9, 2011. Since then the company is considered a development and production oil and natural gas company. The Company’s principal business was formerly the acquisition and exploration of natural resources. It is currently foucused on the acquisition, development and production of oil and natural gas.

~~(Expressed~~Going ~~in US Dollars)~~Concern

	Common Stock				Additional Paid		Accumulated during the Exploration			Total Stockholders’ Equity
	Shares		Amount		in Capital		Stage			(Deficiency)
Balance, October 31, 2008		5,456,400	$	546	$	573,094	$	(601,053	)	$	(27,413	)
Donated services and rent		-		-		3,000		-			3,000
Extinguishments of related party debt		-		-		46,083		-			46,083
Net loss		-		-		-		(124,509	)		(124,509	)
Balance, October 31, 2009		5,456,400		546		622,177		(725,562	)		(102,839	)
Net loss		-		-		-		(68,617	)		(68,617	)
Balance, October 31, 2010		5,456,400	$	546	$	622,177	$	(794,179	)	$	(171,456	)

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 and has never paid any dividends and is unlikely to pay dividends or generate substantial earnings in the immediate or foreseeable future. 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 financing to continue operations, and the attainment of profitable operations. As at October 31, 2011 the Company has accumulated losses of $843,942 since inception. 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 recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

2. ~~The~~SIGNIFICANT ~~accompanying notes are an integral part of these financial statements.~~ACCOUNTING POLICIES

~~F-5~~Basis of presentation

~~SHENGRUI~~These ~~RESOURCES~~financial statements COand related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in US dollars. ~~LTD~~The Company’s fiscal year-end is October 31.

~~(Formerly~~Use ~~Double Halo Resources Inc.)~~of estimates

~~(An~~The ~~Exploration~~preparation of ~~Stage~~financial statements in conformity with US generally accepted accounting principles requires management to make estimates and assumptions that affect the 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. The Company) regularly evaluates estimates and assumptions related to donated services and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

~~NOTES~~Loss per ~~TO THE FINANCIAL STATEMENTS~~share

Basic EPS is computed by dividing net income (~~Expressed~~loss) inavailable to UScommon ~~Dollars~~shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive. As at October 31, 2011 and 2010, the Company did not have any potentially dilutive shares outstanding.

~~For the year ended October 31, 2010~~11

~~1. NATURE~~Income ~~AND CONTINUANCE OF OPERATIONS~~taxes

~~Shengrui~~We ~~Resources~~are ~~Co.~~subject ~~Ltd~~to U.S. ~~(formerly~~federal income ~~Double~~taxes ~~Halo~~along ~~Resources~~with ~~Inc~~state income taxes in Texas.) (When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the ~~“Company”)~~taxing ~~was~~authorities, ~~incorporated~~while inothers are subject to uncertainty about the ~~State~~merits of ~~Nevada~~the position ontaken ~~October~~or ~~30,~~the ~~2006~~amount of the position that would be ultimately sustained. The ~~Company~~benefit of a tax position is anrecognized ~~Exploration~~in the ~~Stage~~financial ~~Company~~statements in the period during which, asbased ~~defined~~on byall ~~Statement~~available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of ~~Financial~~appeals ~~Accounting~~or ~~Standard~~litigation ~~(“SFAS”)~~processes, Noif any. Tax 7positions ~~“Accounting~~taken ~~and~~are ~~Reporting~~not ~~for~~offset ~~Development~~or ~~Stage~~aggregated ~~Enterprises”~~with other positions. ~~The~~Tax ~~Company’s~~positions ~~principal~~that ~~business~~meet ~~was~~the ~~formerly~~more-likely-than-not recognition threshold are measured as the ~~acquisition~~largest ~~and~~amount ~~exploration~~of tax benefit that is more than 50% likely of ~~natural~~being ~~resources~~realized upon settlement with the applicable taxing authority. ItThe portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is ~~currently~~reflected ~~assessing~~as ~~its~~a ~~strategy~~liability for unrecognized tax benefits in the ~~future~~accompanying balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination. Interest and penalties associated with unrecognized tax benefits are classified as additional income taxes in the statement of operations.

~~These~~Based ~~financial statements have been prepared~~ on aour ~~going concern basis~~analysis, ~~which~~we ~~implies~~did ~~the~~not ~~Company~~have ~~will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has never generated revenues since inception and has never paid~~ any ~~dividends~~uncertain tax ~~and~~positions ~~is unlikely to pay dividends or generate earnings in the immediate or foreseeable future. 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. As at~~ October 31, ~~2010~~2011 ~~the~~or ~~Company has accumulated losses of $794,179 since inception~~2010. ~~These~~We ~~factors~~have ~~raise~~never ~~substantial~~filed ~~doubt regarding the Company’s ability to continue as a going concern~~U.S. ~~These~~or ~~financial~~Texas ~~statements~~income dotax not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concernreturns.

2We are required to compute tax asset benefits for net operating losses carried forward. ~~SIGNIFICANT~~ ~~ACCOUNTING~~Potential benefits ~~POLICIES~~of income tax losses are not recognized in the accounts until realization is more likely than not. Potential benefit of net operating losses have not been recognized in these financial statements because we cannot be assured that it is more likely than not we will utilize the net operating losses carried forward in future years.

~~Basis~~3. RELATED ofPARTY ~~presentation~~TRANSACTIONS

~~These~~As at ~~financial~~October ~~statements~~31, 2011, ~~and~~the ~~related~~Company is ~~notes~~indebted ~~are~~to companies ~~presented~~with directors in ~~accordance~~common ~~with~~for $49,763 ~~accounting~~(2010 ~~principles~~– ~~generally~~$102,500), representing ~~accepted~~expenditures inpaid on behalf of the ~~United~~Company. ~~States~~This amount is unsecured, non-interest ~~and~~bearing, ~~are~~due on ~~expressed~~demand inand has USno ~~dollars~~specific terms of repayment. Included ~~The~~in ~~Company’s~~accounts payable ~~fiscal~~and ~~year-end~~accrued liabilities is ~~October~~$ 31Nil (2010 – 14,110) accrued for accounting fees due to a company with a director in common.

~~Use~~During ofthe year ~~estimates~~ended October 31, 2011, the Company incurred $7,000 (2010 – $25,200) for accounting services and general and administrative support provided by a company with directors in common.

The preparation of financial statements in conformity with US generally accepted accounting principles requires management to make estimates and assumptions that affect the 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 period4. DEFERRED The Company regularly evaluates estimates and assumptions related to donated services and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.INCOME TAXES

~~F-6~~Deferred income tax assets and liabilities are determined based upon differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Income tax expense differs from the amount that would result from applying the US federal and state income tax rates to earnings before income taxes. The Company has never filed a U.S. federal or state income tax returns. As a result, net operating loss carryforwards generated prior to the year ended October 31, 2011 may never be realized. Additionally, the use of net operating loss carryforwards generated prior to March 9, 2011 are limited by change in control provisions of the US Internal Revenue Code. Accordingly, management has disregarded all net operating loss carryforwards generated prior to November 1, 2010 for puposes of estimating its deferred tax assets and liabilities as of October 31, 2011. Deferred tax assets resulting from the Company’s net operating loss carryforward are reduced to zero by a full valuation allowance because the Company cannot be assured that it is more likely than not that such benefit will be utilized in future years.

~~SHENGRUI~~The ~~RESOURCES~~Company is COsubject to United States federal and state income taxes at an approximate rate of 34%. ~~LTD~~The reconciliation of the provision for income taxes at the United States federal statutory rate compared to the Company’s income tax expense as reported is as

~~(Formerly Double Halo Resources Inc.)~~follows:

~~(An Exploration Stage Company)~~12

NOTES TO THE FINANCIAL STATEMENTS

	October 31, 2011			October 31, 2010
Income tax recovery at statutory rate	$	(16,919	)	$	(23,330	)
Items non deductible for tax purposes		-			-
Adjustments to the valuation allowance	$	16,919		$	23,330
Provision for income taxes	$	-		$	-

~~(Expressed~~Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Deferred income taxes arise from temporary differences in USthe ~~Dollars)~~recognition of income and expenses for financial reporting and tax purposes. The significant components of deferred income tax assets and liabilities are as follows:

For the year ended October 31, 2010

		October 31, 2011			October 31, 2010
Net operating loss carryforward	$	16,919		$	108,266
Valuation Allowance		(16,919	)		(108,266	)
Net deferred income tax asset	$	-		$	-

2The Company has recognized a valuation allowance for the deferred income tax asset since the Company cannot be assured that it is more likely than not that such benefit will be utilized in future years. ~~SIGNIFICANT~~ The ~~ACCOUNTING~~valuation ~~POLICIES~~allowance is ~~(continued)~~reviewed annually. When circumstances change and which cause a change in management's judgment about the realizability of deferred income tax assets, the impact of the change on the valuation allowance is generally reflected in current income.

~~Loss~~5. SUBSEQUENT ~~per share~~EVENTS

~~Basic~~On ~~EPS~~January is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS9, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive. As at October 312012, ~~2010 and 2009,~~ the Company ~~did~~hired ~~not~~Max ~~have~~Elghandour ~~any~~as ~~potentially~~its ~~dilutive~~Chief Financial ~~shares outstanding~~Officer.

~~Comprehensive~~6. Restatement ~~loss~~of Quarterly Filings (UNAUDITED)

AsDuring atthe ~~October~~preparation ~~31,~~of ~~2010~~our ~~and~~annual ~~2009~~financial statements, ~~the~~we ~~Company~~noted that we had noerroneously ~~items~~recorded ~~that~~accounts ~~represent~~payable assumed by our former parent company as a ~~comprehensive~~gain ~~loss~~on ~~and,~~settlement ~~therefore~~of liabilities, and ~~has~~that ~~not~~we had erroneously neglected to record operating expenses incurred on our behalf by related parties throughout our interim periods included in the year ended October 31, 2011. The following is a ~~schedule~~summary of ~~comprehensive~~interim ~~loss~~periods included in the ~~financial~~year ~~statements.~~ended October 31, 2011, as restated:

~~Financial instruments~~13

The fair value of financial instruments, which include cash, accounts payable, accrued liabilities and due to related parties, were estimated to approximate their carrying values due to the immediate or short-term maturities of these financial instruments. Foreign currency transactions are primarily undertaken in Canadian dollars. The financial risk is the risk to the Company’s operations that arise from fluctuations in foreign exchange rates and the degree of volatility of these rates. Currently, the Company does not use derivative instruments to reduce its exposure to foreign currency risk.

	As of or for the Three Months Ended
	January 31, 2011			April 30, 2011			July 31, 2011
Category:
Total liabilities, as previously reported	$	28,655		$	28,655		$	28,655
Total liabilities, as restated		28,655			31,827			37,996

Total expenses, as previously reported		9,877			—			—
Total expenses, as restated		9,877			21,950			6,169

Net income (loss), as previously reported		26,191			—			—
Net loss, as restated		(9,877	)		(21,950	)		(6,169	)

~~Income~~Item ~~taxes~~9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure

~~The Company is required to compute tax asset benefits for net operating losses carried forward~~None. Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. Potential benefit of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years.

~~Foreign~~Item ~~currency~~9A. ~~translation~~Controls and Procedures

~~The~~Evaluation ~~Company’s~~of ~~functional~~Disclosure Controls and reporting currency is the US dollar. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets and liabilities denominated in a foreign currency are translated at the historical rate. Gains and losses arising on settlement of foreign currency denominated transactions or balances are included in the determination of income. Foreign currency transactions are primarily undertaken in Canadian dollars. The Company has not, to the date of these financials statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.Procedures

FWe maintain disclosure controls and procedures, as defined in Rule 13a-715(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.

~~SHENGRUI~~As ~~RESOURCES~~of the COend of the period covered by this report, our management, with the participation of our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of our disclosure controls and procedures. Based ~~LTD~~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.

~~(Formerly~~Management ~~Double~~Report on ~~Halo~~Internal ~~Resources~~Control Over ~~Inc.)~~Financial Reporting

~~(An~~Our ~~Exploration~~management is ~~Stage~~responsible ~~Company~~for establishing and maintaining effective internal control over financial reporting. Under the supervision of our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of October 31, 2011 using the criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

~~NOTES~~A TOmaterial weakness ~~THE~~is ~~FINANCIAL~~a deficiency, ~~STATEMENTS~~or combination of deficiencies, in internal control over financial reporting, such 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. In our assessment of the effectiveness of internal control over financial reporting as of October 31, 2011, we determined that there were control deficiencies that constituted material weaknesses, as described below.

~~(Expressed~~1. inCertain entity USlevel ~~Dollars)~~controls establishing a “tone at the top” were considered material weaknesses. We do not have an audit committee, nor do we have formal policies on fraud or a code of ethics.

~~For~~2. ~~the~~Management override ~~year~~of ~~ended~~existing controls ~~October~~is ~~31,~~possible given ~~2010~~our small size and lack of personnel.

23. ~~SIGNIFICANT~~ ~~ACCOUNTING~~We do ~~POLICIES~~not ~~(continued)~~have a system in place to review and monitor internal control over financial reporting. Management is currently evaluating remediation plans for the above control deficiencies.

~~Recent accounting pronouncements~~14

~~In January 2010, the FASB issued ASU 2010-06, “Improving Disclosures about Fair Value measurements,” which amends ASC 820, “Fair Value Measures and Disclosures”~~4. We ~~ASU~~were ~~2010-06~~unable requires disclosure of transfers into and out of Level 1 and Level 2 fair value measurements, and also requires more detailed disclosure about the activity within Level 3 fair value measurements. The changes to ~~the~~prepare ASC as a result of this update are effective for annual and interim reporting periods beginning after December 15, 2009, except for requirements related to Level 3 disclosures, which are effective for annual and interim reporting periods beginning after December 15, 2010. This guidance requires new disclosures only, and had no impact on our financial statements. Infor ~~February 2010,~~ the year ~~FASB~~ended ~~issued~~October ~~ASU 2010-09~~31, ~~“Subsequent~~2011 ~~Events~~in ~~(Topic~~a ~~855)”.~~timely ~~This update provides amendments to Subtopic 855-10-50-4 and related guidance within U~~manner.S. GAAP to clarify that an SEC registrant is not required to disclose the date through which subsequent events have been evaluated. This change alleviates potential conflicts between Subtopic 855-10 and the SEC’s requirements. The Company has adopted this standard and it had no impact on its financial statements.

In ~~December~~light of ~~2010,~~ the ~~FASB~~existence of ~~issued~~these ~~ASU 2010-29~~control deficiencies, ~~which~~we ~~contains updated accounting guidance to clarify the acquisition date~~ concluded that ~~should~~there beis a ~~used~~reasonable ~~for reporting pro forma financial information when comparative financial statements are issued. This update requires~~ possibility that a ~~company~~mterial misstatement ~~should disclose revenue and earnings~~ of ~~the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior~~ our annual ~~reporting~~or ~~period~~interim financial ~~only.~~statements ~~This~~will not ~~update~~be ~~also~~prevented or ~~requires~~detected ~~disclosure~~on a oftimely ~~the~~basis by ~~nature~~our ~~and amount of material, nonrecurring pro forma adjustments~~internal controls. ~~The~~As ~~provisions~~a ~~of this update~~result, management ~~which~~has ~~are~~concluded that towe bedid not ~~applied~~maintain ~~prospectively, are~~ effective internal ~~for~~control ~~business~~over financial ~~combinations~~reporting ~~for which the acquisition date is on or after the beginning~~ as of ~~the~~October ~~first annual reporting period beginning on or after December 15~~31, 2011 ~~2010,~~based ~~with early adoption permitted. The impact of this update~~ on criteria ~~the~~established ~~Company’s~~in Internal ~~financial~~Control—Integrated Framework ~~statements~~issued ~~will depend on the size and nature of future business combinations~~by COSO.

~~3. RELATED~~Changes ~~PARTY~~in Internal ~~TRANSACTIONS~~Control

AsDuring atthe fiscal year ended October 31, ~~2010,~~2011 there ~~the~~were ~~Company~~no changes isin ~~indebted~~our internal tocontrol ~~companies~~over financial ~~with~~reporting ~~directors~~(as defined in ~~common~~Rule 13a-15(e) ~~for~~and ~~$102,500~~Rule 15d-15(~~2009 – $45,428~~e), ~~representing~~under ~~expenditures paid on behalf of~~ the ~~Company.~~Exchange ~~This~~Act) ~~amount~~that ismaterially ~~unsecured~~affected, or ~~non-interest~~are ~~bearing,~~reasonably ~~due~~likely onto ~~demand and has no specific terms of repayment. Included in accounts payable and accrued liabilities is $14~~materially affect,~~110~~ ~~(2009~~our –internal ~~$Nil)~~control ~~accrued~~over financial ~~for accounting fees due to a company with a director in common~~reporting.

~~During~~Item ~~the~~9B. ~~year~~Other ~~ended October 31, 2010, the Company paid $25,200 (2009 – $47,600) for accounting services provided by a company with directors in common.~~Information

4None. ~~COMMON STOCK~~

a)PART ~~During the year ended October 31, 2007, the Company issued 7,800 shares of common stock for $780.~~III

b)Item ~~During~~10. ~~the year ended October 31~~Directors, ~~2007,~~Executive ~~the~~Officers ~~Company~~and ~~received~~Corporate ~~subscriptions of $71,660 for 716,000 shares of common stock issued pursuant to a private placement at $0.10 per share.~~Governance

c)The ~~During~~following ~~the~~table ~~year~~sets ~~ended~~forth ~~October~~the 31name, ~~2007,~~age ~~the~~and ~~Company~~position ~~received subscriptions~~ of ~~$450~~our executive ~~from~~officers ~~the~~and ~~President~~directors ofas ~~the Company for 4,500,000 shares~~ of ~~common stock pursuant to a private placement at $0.0001 per share. On~~ March 1925, ~~2008, the shares were issued~~2011. At October 31, 2007, $450 was included in common stock subscribed. Stock-based compensation was recorded during the year ended October 31, 2008, representing the difference between the fair value of the common shares and the consideration received.

F-8

Name	Age	Position
Kenneth A. Goggans	31	Chief Executive Officer and sole Director
Max Elghandour	61	Chief Financial Officer, Principal Accounting Officer, Treasurer

~~SHENGRUI~~Our ~~RESOURCES~~current COdirector will serve as such until our next annual shareholder meeting or until their successors are elected who accept the position. ~~LTD~~Our current executive officers hold their positions at the will of our Board of Directors. There are no arrangements, agreements or understandings between non-management security holders and management under which non-management security holders may directly or indirectly participate in or influence the management of our affairs.

~~(Formerly~~Kenneth ~~Double~~A. ~~Halo~~Goggans ~~Resources~~–Chief ~~Inc.)~~Executive Officer, Secretary, Director

~~(An~~Mr. ~~Exploration~~Goggans ~~Stage~~has served as the Chief Executive Officer and sole director of Richland Resources since acquiring controlling interest in April 2011. Mr. Goggans has also served as Chief Executive Officer of Richland Resources Corporation, a Delaware corporation, since its formation in June 2010. Mr. Goggans had served as Chief Executive Officer of Manek Energy, Inc., a company that he founded in 2005 and which sold its primary operations to Weatherford International, Ltd. in February 2010. Mr. Goggans also serves as Chief Executive Officer of Manek Equipment Company), an oilfield equipment company that he founded in January 2008. Mr. Goggans holds a Bachelor of Arts degree in Business Administration and a Masters in Business Administration, each awarded by Texas Tech University, Lubbock, Texas.

~~NOTES~~Max TOElghandour ~~THE~~– ~~FINANCIAL~~Chief ~~STATEMENTS~~Financial Officer, Principal Accounting Officer, Treasurer

~~(Expressed~~Mr. Elghandour, is the Chief Financial Officer of Richland Resources since January 2012. His career has spanned over 36 years in USfinancial ~~Dollars~~management, operations and accounting with over 25 years in the oil and gas Industry. His career has included assignments as the Vice President and Controller of Holly Corporation (HOC-NYSE) and Holly Energy Partners (HEP-NYSE). Prior to Holly, Mr. Elghandour held positions of Treasurer and Vice President of Xanser Corporation (XNR-NYSE), Vice President of Kaneb Pipeline Partners (KPP- NYSE) a midstream oil and Chief Financial Officer of Greka Energy Corporation.In his current capacity, Mr. Elghandour directs the financial strategy of Richland Resources and guides the financial execution of mergers and acquisitions for new projects and drilling opportunities. Mr. Elghandour is a unique financial executive who actively supports local charities and non-profits as a member of the non-profit Executives In Action (EAI) and actively participates as a mentor in the Professional Leadership Program at the University of North Dallas.

~~For the year ended October 31, 2010~~15

~~4. COMMON~~Other ~~STOCK~~than ~~(continued)~~as described above, none of our directors currently serve as a director of any other public company or any company registered as an investment company.

d)Significant On January 15, 2008, the Company issued 1,072,100 shares of common stock pursuant to a private placement at $0.10 per share for proceeds of $107,210. At October 31, 2007, the Company had included proceeds from this private placement of $71,210 in common stock subscribed.Employees

e)There Onare ~~June~~no ~~12,~~individuals ~~2008,~~other ~~the~~than ~~Company~~our ~~received~~executive ~~subscriptions~~officers ofwho ~~$6,000~~make a ~~for~~significant ~~20,000~~contribution ~~shares of common stock pursuant~~ to aour ~~private placement at $0~~business.~~30 per share. On June 22, 2008, the shares were issued.~~

f)Family ~~On October 23, 2008, the Company repurchased 143,500 common shares for cash consideration of $14,350, which were surrendered for cancellation pursuant to rescission agreements dated October 23, 2008.~~Relationships

g) There ~~were~~are no ~~shares~~family ~~issued~~relationships ~~during~~among ~~the~~our ~~years~~directors, ~~ended~~executive officers ~~October~~or ~~31,~~persons ~~2010~~nominated ~~and~~or ~~2009~~chosen by us to become directors or executive officers.

~~5. SUPPLEMENTAL~~Legal ~~CASH FLOW DISCLOSURE~~Proceedings

~~There~~None ~~were~~of noour ~~non-cash~~directors, ~~transactions~~executive ~~during~~officers, promoters or control persons has been involved in any of the ~~year~~following ~~ended~~events ~~October~~during ~~31,~~the ~~2010.~~past five years:

~~The~~· ~~following~~any ~~non-cash~~bankruptcy ~~transactions~~petition ~~occurred~~filed ~~during~~by or against any business of which such person was a general partner or executive officer either at the ~~year~~time ~~ended~~of ~~October~~the ~~31,~~bankruptcy ~~2009:~~or within two years prior to that time;

a)· ~~The~~any ~~Company~~conviction ~~settled~~in ~~payables with~~ a ~~former~~criminal ~~related~~proceeding ~~party~~or inbeing ~~the~~subject ~~amount~~to ofa ~~$46,083.~~pending ~~This~~criminal ~~amount~~proceeding ~~was~~(excluding ~~recorded~~traffic asviolations ~~additional~~and ~~paid~~other inminor ~~capital.~~offenses);

b)· Onbeing ~~April~~subject ~~16,~~to ~~2009~~any order, ~~the~~judgment ~~Company~~or ~~transferred~~decree, ~~100%~~not ofsubsequently ~~the shares of its wholly-owned subsidiary~~reversed, ~~Patch~~suspended ~~Oilsands~~or ~~Ltd.~~vacated, toof aany ~~Company~~court ~~with~~of acompetent ~~director~~jurisdiction, inpermanently ~~common~~or intemporarily ~~consideration~~enjoining, ofbarring, ~~consulting~~suspending ~~services~~or ~~provided.~~otherwise ~~The~~limiting ~~net~~his ~~assets~~involvement ofin ~~Patch~~any ~~Oilsands~~type ~~Ltd. consisted solely~~ of ~~oil~~business, ~~and~~securities ~~gas~~or ~~properties~~banking ~~with a book value of $25,930.~~activities;

c)· ~~During~~being ~~the~~found ~~year~~by ~~ended~~a ~~October~~court ~~31,~~of ~~2009,~~competent ~~the~~jurisdiction ~~Company~~(in ~~recognized~~ a ~~total~~civil ~~of $1~~action),~~500~~ ~~(2008~~the -SEC ~~$6,000)~~or ~~for management services provided by~~ the ~~President~~Commodity ofFutures ~~the~~Trading ~~Company~~Commission ~~and~~to ~~$1,500~~have ~~(2008~~violated -any ~~$6,000)~~federal ~~for~~or ~~rent~~state ~~provided~~securities byor ~~the~~commodities ~~President~~law, ofand the ~~Company.~~judgment ~~These~~has ~~transactions~~not ~~have~~ been ~~recorded~~reversed, assuspended ~~donated~~or ~~services in additional paid-in-capital.~~vacated;

~~6. DEFERRED~~· ~~INCOME~~any ~~TAXES~~judicial or administrative proceedings resulting from involvement in mail or wire fraud or fraud in connection with any business activity;

~~Deferred~~· ~~income tax assets~~ and ~~liabilities~~judicial ~~are~~or ~~determined~~administrative proceedings based ~~upon~~on ~~differences~~violations ~~between financial reporting and tax bases~~ of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Income tax expense differs from the amount that would result from applying the US federal ~~and~~or state ~~income~~securities, ~~tax rates to earnings before income taxes. The Company has a net operating loss carryforward of approximately $318~~commodities,~~000~~ ~~available~~banking toor ~~offset~~insurance ~~taxable~~laws ~~income~~and ~~in future years which expires in fiscal 2030. Subject to certain restrictions~~regulations, ~~the~~or ~~Company~~any ~~also~~settlement ~~has resource expenditures available~~ to reduce taxable income in future years. The potential benefit of the net operating loss carryforward has not been recognized in the financial statements since the Company cannot be assured that it is more likely than not that such ~~benefit~~actions; ~~will be utilized in future years.~~or

F· any disciplinary sanctions or orders imposed by a stock, commodities or derivatives exchange or other self-9regulatory organization.

~~SHENGRUI~~Section ~~RESOURCES~~16(a) ~~CO.~~Beneficial ~~LTD~~Ownership Compliance Reporting

Section 16(~~Formerly~~a) ~~Double~~of ~~Halo~~the ~~Resources~~Exchange ~~Inc~~Act requires our directors, executive officers and persons who own more than ten percent (10%) of our common stock to file reports regarding ownership of, and transactions in, our securities with the SEC and to provide us with copies of those filings. Based solely on our review of the copies of such forms received by us, or written representations from certain reporting persons, we believe that during fiscal year ended October 31, 2011 our directors, executive officers and ten percent (10%) stockholders complied with all applicable filing requirements.

~~(An~~Code ~~Exploration Stage Company)~~of Ethics

~~NOTES~~We TOhave not ~~THE~~yet ~~FINANCIAL~~adopted a ~~STATEMENTS~~code of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions because we have not yet finalized the content of such a code. Companies whose equity securities are quoted on the OTC Bulletin Board or OTCQB are not currently required to implement a code of ethics.

~~(Expressed in US Dollars)~~16

~~For~~Audit ~~the year ended October 31, 2010~~Committee

6Our Board of Directors has determined that we do not have an audit committee financial expert on our Board carrying out the duties of the audit committee. ~~DEFERRED~~ ~~INCOME~~The ~~TAXES~~Board has ~~(continued)~~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 an audit committee financial expert on the Board.

~~The~~Nominating Company is subject to United States federal and state income taxes at an approximate rate of 34%. The reconciliation of the provision for income taxes at the United States federal statutory rate compared to the Company’s income tax expense as reported is as follows:Committee

	October 31, 2010			October 31, 2009
Income tax recovery at statutory rate	$	(23,330	)	$	(44,322	)
Items non deductible for tax purposes		-			(4,290	)
Non recognized benefit of non capital losses carried forward		23,330			48,612
Provision for income taxes	$	-		$	-

We do not have a nominating committee and we have not undertaken any material changes to the procedures by which security holders may recommend nominees to our Board of Directors since our last annual report.

~~Deferred~~Item ~~income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes~~11. ~~Deferred~~Executive income taxes arise from temporary differences in the recognition of income and expenses for financial reporting and tax purposes. The significant components of deferred income tax assets and liabilities are as follows:Compensation

	October 31, 2010			October 31, 2009
Net operating loss carryforward	$	108,266		$	82,438
Valuation allowance		(108,266	)		(82,438	)
Net deferrred income tax asset	$	-		$	-

None of our directors or executive officers has received any compensation from us during the fiscal year ended October 31, 2011. Pursuant to Item 402(a)(5) of Regulation S-K we have omitted all tables and columns since no compensation has been awarded to, earned by, or paid to these individuals

The Company has recognized a valuation allowance for the deferred income tax asset since the Company cannot be assured that it is more likely than not that such benefit will be utilized in future years. The valuation allowance is reviewed annually. When circumstances change and which cause a change in management's judgment about the realizability of deferred income tax assetsPension, ~~the~~Retirement ~~impact~~or ofSimilar ~~the~~Benefit ~~change on the valuation allowance is generally reflected in current income.~~Plans

7There are no arrangements or plans in which we provide pension, retirement or similar benefits to our directors or executive officers. ~~SUBSEQUENT~~ ~~EVENTS~~We have no material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of the Board of Directors or a committee thereof.

~~The~~Compensation ~~Company has evaluated all events subsequent to the end of the Company's fiscal year ended on October 31, 2010 through March 23, 2011 and determined there are no events that require disclosure.~~Committee

~~F-10~~We currently do not have a compensation committee of the Board of Directors or a committee performing a similar function. It is the view of the Board that it is appropriate for us not to have such a committee because of our size and because the Board as a whole determines executive compensation.

~~Item~~Compensation ~~9. Changes~~of ~~In and Disagreements with Accountants on Accounting and Financial Disclosure~~Directors

~~None~~We do not pay our sole director any fees for attendance at Board meetings or similar remuneration or reimburse him for any out-of-pocket expenses he incurs in connection with our business.

Item 9A12. ~~Controls~~ Security Ownership of Certain Beneficial Owners and ~~Procedures~~Management and Related Stockholder Matters

~~Evaluation~~We ofdo ~~Disclosure~~not ~~Controls~~have ~~and~~any ~~Procedures~~compensation plans or individual compensation arrangements under which our securities are authorized for issuance to either employees or non-employees.

WeThe ~~maintain~~following ~~disclosure~~table ~~controls~~sets ~~and~~forth ~~procedures~~the ownership, as ~~defined~~of inJanuary ~~Rule~~25, 2011, ~~13a-15(e)~~of ~~and~~our ~~Rule~~common ~~15d-15(e)~~stock ~~promulgated~~by ~~under~~each ~~the~~of ~~Securities~~our ~~Exchange~~directors, ~~Act~~by all of ~~1934~~our ~~(the~~executive ~~"Exchange~~officers ~~Act"),~~and ~~that~~directors ~~are~~as ~~designed~~a togroup ~~ensure~~and ~~that~~by ~~information~~each ~~required~~person known to beus ~~disclosed~~who byis usthe inbeneficial ~~the~~owner ~~reports~~of ~~that~~more wethan ~~file~~5% orof ~~submit~~any ~~under~~class ~~the~~of ~~Exchange~~our ~~Act~~securities. isAs ~~recorded~~of January 25, ~~processed~~2011, ~~summarized~~there ~~and~~were ~~reported~~5,456,400 shares ~~within~~of ~~the~~our ~~time~~common ~~periods~~stock ~~specified~~issued inand ~~the~~outstanding. ~~rules~~All ~~and~~persons ~~forms~~named ofhave ~~the~~sole ~~Securities~~or shared voting and ~~Exchange~~investment ~~Commission~~control (with respect to the ~~“SEC”)~~shares, ~~and~~except ~~that~~as ~~such~~otherwise ~~information~~noted. isThe ~~accumulated~~number ~~and~~of ~~communicated~~shares todescribed ~~our~~below ~~management,~~includes ~~including~~shares ~~our~~which ~~Chief~~the ~~Executive~~beneficial ~~Officer~~owner ~~and~~described has ~~Chief~~the ~~Financial~~right ~~Officer,~~to asacquire ~~appropriate~~within to60 ~~allow~~days ~~timely~~of ~~decisions~~the ~~regarding~~date ~~required~~of ~~disclosure~~this annual report.

As of the end of the period covered by this report, our management, with the participation of our Chief Executive Officer and 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 are 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.17

Management Report on Internal Control Over Financial Reporting

Title of Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percent of Class
Common Stock	Kenneth Goggans 1513 Houston Street Sulphur Springs, TX 75482	3,780,000	69.3
	Max Elghandour 1513 Houston Street Sulphur Springs, TX 75482	-	-
All Officers and Directors as a Group		3,780,000	69.3

Our management is responsible for establishing and maintaining effective internal control over financial reporting. Under the supervision of our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of October 31, 2010 using the criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

(1)	Kenneth A. Goggans is our President, Chief Executive Officer and our sole Director.
(2)	Max Elghandour is our Chief Financial Officer, Principal Accounting Officer and Treasurer.

AChanges ~~material weakness is a deficiency, or combination of deficiencies,~~ in internal control over financial reporting, such 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. In our assessment of the effectiveness of internal control over financial reporting as of October 31, 2010, we determined that there were control deficiencies that constituted material weaknesses, as described below.Control

1.There ~~Certain~~are ~~entity~~no ~~level~~arrangements ~~controls~~known ~~establishing~~to aus ~~“tone at~~ the ~~top”~~operation ~~were~~of ~~considered~~which ~~material~~may, at ~~weaknesses.~~a Wesubsequent ~~did not establish an audit committee until September 30~~date, ~~2009.~~result Wein ~~do not have~~ a ~~formal~~change ~~policy~~in onour ~~fraud or code of ethics at this time~~control.

3.During Wethe doyear ~~not~~ended ~~have~~October a31, ~~system~~2011, inwe ~~place~~were indebted to ~~review~~Richland Resources Corporation, a Delaware corporation controlled by Kenneth A. Goggans, our Chief Executive Officer, for $49,763, representing expenditures paid on our behalf. This amount is unsecured, non-interest bearing, due on demand and ~~monitor~~has ~~internal~~no ~~control~~specific ~~over~~terms ~~financial~~of ~~reporting~~repayment.

~~Management~~Other isthan ~~currently~~as ~~evaluating~~described ~~remediation~~above, ~~plans~~we have not entered into any transactions with our officers, directors, persons nominated for these positions, beneficial owners of 5% or more of our common stock, or family members of these persons wherein the ~~above~~amount ~~control~~involved ~~deficiencies~~in the transaction or a series of similar transactions exceeded the lesser of $120,000 or 1% of the average of our total assets for the last three fiscal years.

InDirector 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.Independence

AsThe aOTC ~~result~~Quotation Bureau, ~~management~~on ~~has~~which ~~concluded~~our ~~that~~common westock ~~did~~is quoted, does not ~~maintain~~have ~~effective~~any ~~internal~~director ~~control~~independence ~~over~~requirements. ~~financial~~Our ~~reporting~~board ashas not taken action to define “independence” for purposes of ~~October~~service 31on our board. Mr. Goggans, ~~2010~~who ~~based~~is onour ~~criteria~~sole ~~established~~director, is also an executive officer and owns a controlling interest in our ~~Internal~~voting ~~Control—Integrated~~sock, ~~Framework~~and ~~issued~~would bynot ~~COSO~~be deemed “independent” under current stock exchange definitions. As additional directors join our board, we intend to develop a definition of independence and evaluate our governance policy with respect to director independence.

~~Changes~~Item in14. ~~Internal~~Principal ~~Control~~Accountant Fees and Services

~~During~~Audit ~~the fiscal year ended October 31, 2010 there were no changes in our internal control over financial reporting (as defined in Rule 13a-15(e)~~ and ~~Rule 15d~~Non-~~15(e)~~Audit ~~under the Exchange Act) that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.~~Fees

~~Item~~The ~~9B. Other~~following ~~Information~~table sets forth the fees for professional audit services and the fees billed for other services rendered by our auditors, Hein and Company, LLP in connection with the audit of our financial statements for the year ended October 31, 2011, and the prior auditors, Davidson & Company LLP, in connection with the audit of our financial statements for the year ended October 31, 2010, and any other fees billed for services rendered by our auditors during these periods.

On September 20, 2010, we removed Jianshu Tang as our President and Haifeng Wang as our Secretary, and appointed Arthur Skagen, our Chief Executive Officer and Director, to fill the resulting vacancies.

Hein and Associates, LLP
Period from November 1, 2010 to October 31, 2011
Audit fees	$	13,571
Audit-related fees	$	-0-
Tax fees	$	-0-
All other fees	$	-0-
Total	$	13,571

Davidson & Company, LLP
Period from November 1, 2009 to October 31, 2011
Audit fees	$	20,000
Audit-related fees	$	10,300
Tax fees	$	-0-
All other fees	$	-0-
Total	$	30,300

~~PART~~Since ~~III~~our inception, our Board of Directors, performing the duties of the audit committee, has reviewed all audit and non-audit related fees at least annually. The Board, acting as the audit committee, pre-approved all audit related services for the year ended October 31, 2011.

~~Item 10. Directors, Executive Officers and Corporate Governance~~18

~~The following table sets forth the name, age and position of our executive officers and directors as of March 25, 2011.~~PART IV

Name	Age	Position
Arthur Skagen	59	President, Chief Executive Officer, Secretary, Director
Donald Fairholm	69	Chief Financial Officer, Principal Accounting Officer, Treasurer, Director

Item 15. Exhibits, Financial Statement Schedules

~~Our~~(1) Financial current directors will serve as such until our next annual shareholder meeting or until their successors are elected who accept the position. Our current executive officers hold their positions at the will of our Board of Directors. There are no arrangements, agreements or understandings between non-management security holders and management under which non-management security holders may directly or indirectly participate in or influence the management of our affairs.Statements

~~Arthur~~See the ~~Skagen~~“Index –to Consolidated ~~President,~~Financial ~~Chief~~Statements” set ~~Executive~~forth ~~Officer,~~on page ~~Secretary, Director~~F-1.

~~Arthur~~(2) Financial Skagen has been our Chief Executive Officer and Director since April 16, 2009, and our President and Secretary since September 20, 2010. Since 2006, Mr. Skagen has served as the President and Chief Executive Officer of Sino-Western Petroleum, Inc., a company in the business of oil and gas exploration and development. Since 2002, Mr. Skagen has also acted as the President of Pacific Bridge Capital Inc., a private Canadian investment firm active in both Hong Kong and mainland China.Statement Schedules

MrNone. The ~~Skagen~~financial isstatement schedules aare ~~graduate~~omitted because ofthey ~~the~~are inapplicable ~~Faculty~~or ~~of Law at~~ the requested ~~University~~information ofis shown ~~Victoria~~ in ~~British~~our financial ~~Columbia,~~statements ~~Canada~~or the notes related thereto.

Donald Fairholm – Chief Financial Officer, Principal Accounting Officer, Treasurer, Director

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

Donald Fairholm has been our Chief Financial Officer, Principal Accounting Officer, Treasurer and Director since April 16, 2009. Mr. Fairholm has been a qualified chartered accountant since 1975, and has served as the principal of Fairholm & Company, Chartered Accountants since the firm was established in 1979. Mr. Fairholm is also a Director of both Sino-Western Petroleum, Inc., a company in the business of oil and gas exploration and development, and Shengrui International Holding Group Co. Ltd.19

Mr. Fairholm graduated from Simon Fraser University in British Columbia, Canada with a Bachelor of Arts degree with a major in commerce. He currently acts as the Chief Financial Officer and a Director of Bevo Agro Inc., a public company in the business of supplying propagated plants to greenhouses, field farms, nurseries and wholesalers, listed on the TSX Venture Exchange in Canada.SIGNATURES

~~Other~~Pursuant ~~than~~to asthe ~~described~~requirements ~~above,~~of ~~none~~Section 13 or 15(d) of ~~our~~the ~~directors~~Exchange ~~currently~~Act, ~~serve~~the asregistrant ahas ~~director~~duly ofcaused ~~any~~this ~~other~~report ~~public~~to ~~company~~be orsigned ~~any~~on ~~company~~its ~~registered~~behalf asby anthe ~~investment~~undersigned, ~~company~~thereunto duly authorized.

Significant Employees

Date: February 29, 2012	Richland Resources Corp.


	By:	/s/ Kenneth A. Goggans
		Chief Executive Officer, Sole Director

~~There~~Pursuant ~~are~~to nothe ~~individuals~~requirements ~~other~~of ~~than~~the ~~our~~Exchange ~~executive~~Act, ~~officers~~this ~~who~~report ~~make~~has been asigned ~~significant~~below ~~contribution~~by tothe ~~our~~following ~~business~~persons on behalf of the registrant and in the capacities and on the dates indicated.

Family Relationships

Date: February 29, 2012	By:	/s/ Kenneth A. Goggans
		Chief Executive Officer, Sole Director

Date: February 29, 2012
	By:	/s/ Max Elghandour
		Chief Financial Officer and Treasurer

~~There are no family relationships among our directors, executive officers or persons nominated or chosen by us to become directors or executive officers.~~20

Legal Proceedings

None of our directors, executive officers, promoters or control persons has been involved in any of the following events during the past five years:

● any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

● any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

● being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities;

● being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodity Futures Trading Commission to have violated any federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated;

● any judicial or administrative proceedings resulting from involvement in mail or wire fraud or fraud in connection with any business activity;

● and judicial or administrative proceedings based on violations of federal or state securities, commodities, banking or insurance laws and regulations, or any settlement to such actions; or

● any disciplinary sanctions or orders imposed by a stock, commodities or derivatives exchange or other self-regulatory organization.

Section 16(a) Beneficial Ownership Compliance Reporting

Section 16(a) of the Exchange Act requires our directors, executive officers and persons who own more than ten percent (10%) of our common stock to file reports regarding ownership of, and transactions in, our securities with the SEC and to provide us with copies of those filings. Based solely on our review of the copies of such forms received by us, or written representations from certain reporting persons, we believe that during fiscal year ended October 31, 2010 our directors, executive officers and ten percent (10%) stockholders complied with all applicable filing requirements.

Code of Ethics

We have not yet adopted a code of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions because we have not yet finalized the content of such a code. Companies whose equity securities are quoted on the OTC Bulletin Board or OTCQB are not currently required to implement a code of ethics.

Audit Committee

On September 30, 2009 we established an audit committee and directed the audit committee to carry out its duties in accordance with a charter. Because we do not have a website, a current copy of our audit committee charter is not yet available to our security holders on our website, but we plan to make the charter available once we have developed a website. Donald Fairholm, our Chief Financial Officer, Principal Accounting Officer, Treasurer and director, is the sole member of our audit committee. By virtue of his position as one of our executive officers, he is not independent.

Our Board of Directors has determined that we do not have an audit committee financial expert on our Board carrying out the duties of the audit committee. The Board 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 an audit committee financial expert on the Board.

Nominating Committee

Item 11. Executive Compensation

None of our directors or executive officers has received any compensation from us from our inception on October 30, 2006 to October 31, 2010. Pursuant to Item 402(a)(5) of Regulation S-K we have omitted all tables and columns since no compensation has been awarded to, earned by, or paid to these individuals. We did, however, recognize $500 per month for management services provided by Susan Shacker, our former sole executive officer and director, from November 2006 to January 2009.

Pension, Retirement or Similar Benefit Plans

There are no arrangements or plans in which we provide pension, retirement or similar benefits to our directors or executive officers. We have no material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of the Board of Directors or a committee thereof.

Compensation Committee

We currently do not have a compensation committee of the Board of Directors or a committee performing a similar function. It is the view of the Board that it is appropriate for us not to have such a committee because of our size and because the Board as a whole determines executive compensation.

Compensation of Directors

We do not pay our sole director any fees for attendance at Board meetings or similar remuneration or reimburse them for any out-of-pocket expenses incurred by them in connection with our business.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

We do not have any compensation plans or individual compensation arrangements under which our securities are authorized for issuance to either employees or non-employees.

The following table sets forth the ownership, as of March 23, 2011, of our common stock by each of our directors, by all of our executive officers and directors as a group and by each person known to us who is the beneficial owner of more than 5% of any class of our securities. As of March 23, 2011, there were 5,456,400 shares of our common stock issued and outstanding. All persons named have sole or shared voting and investment control with respect to the shares, except as otherwise noted. The number of shares described below includes shares which the beneficial owner described has the right to acquire within 60 days of the date of this annual report.

Title of Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percent of Class
Common Stock	Arthur Skagen (1) 15007 – 75th Avenue Surrey, British Columbia Canada V3S 6S3	-	-
Common Stock	Donald Fairholm (2) 270 – 11331 Coppersmith Way Richmond, British Columbia Canada V7A 5J9	-	-
All Officers and Directors as a Group		-	-
Common Stock	Kenneth Goggans 1513 Houston Street Sulphur Springs, TX 75482	4,120,000	75.5

(1) Arthur Skagen is our President, Chief Executive Officer, Secretary and director.

(2) Donald Fairholm is our Chief Financial Officer, Principal Accounting Officer, Secretary, Treasurer and director.

Changes in Control

There are no arrangements known to us the operation of which may, at a subsequent date, result in a change in our control.

Item 13. Certain Relationships and Related Transactions, and Director Independence

As at October 31, 2010 we were indebted to Shengrui International Holding Group Co. Ltd., a company over which Donald Fairholm, our Chief Financial Officer, Principal Accounting Officer, Secretary, Treasurer and director, has sole voting and investment power, for $102,113, representing expenditures paid on our behalf. This amount is unsecured, non-interest bearing, due on demand and has no specific terms of repayment.

Other than as described above, we have not entered into any transactions with our officers, directors, persons nominated for these positions, beneficial owners of 5% or more of our common stock, or family members of these persons wherein the amount involved in the transaction or a series of similar transactions exceeded the lesser of $120,000 or 1% of the average of our total assets for the last three fiscal years.

Director Independence

The OTC Bulletin Board on which our common stock is quoted on does not have any director independence requirements. We also do not have a definition of independence as our two directors occupy management positions as our executive officers. Once we engage further directors and officers, we plan to develop a definition of independence and scrutinize our Board of Directors with regard to this definition.

Item 14. Principal Accountant Fees and Services

Audit and Non-Audit Fees

The following table sets forth the fees for professional audit services and the fees billed for other services rendered by our auditors, Davidson & Company LLP, in connection with the audit of our financial statements for the years ended October 31, 2010 and 2009, and any other fees billed for services rendered by our auditors during these periods.

Davidson & Company
Period from November 1, 2009 to October 31, 2010
Audit fees	$	12,500
Audit-related fees	$	10,300
Tax fees	$		0
All other fees	$		0
Total	$	22,800

Davidson & Company
Period from November 1, 2008 to October 31, 2009
Audit fees	$	10,000
Audit-related fees	$	10,500
Tax fees	$	0
All other fees	$	0
Total	$	20,500

Since our inception, our Board of Directors, performing the duties of the audit committee, has reviewed all audit and non-audit related fees at least annually. The Board, acting as the audit committee, pre-approved all audit related services for the year ended October 31, 2010.

PART IV

Item 15. Exhibits, Financial Statement Schedules

(1) Financial Statements

See the “Index to Consolidated Financial Statements” set forth on page F-1.

(2) Financial Statement Schedules

None. The financial statement schedules are omitted because they are inapplicable or the requested information is shown in our financial statements or the notes related thereto.

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 Section 13 or 15(d) of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: March 25, 2011	Shengrui Resources Co. Ltd.
	By:	/s/ Arthur Skagen
		Arthur Skagen
		President, Chief Executive Officer, Secretary, Director

Pursuant to the requirements of the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

SIGNATURE	TITLE	DATE
/s/ Arthur Skagen	President, Chief Executive Officer, Secretary, Director	March 25, 2011
Arthur Skagen
/s/ Donald Fairholm	Chief Financial Officer, Principal Accounting Officer, Treasurer, Director	March 25, 2011
Donald Fairholm

Filing Compare · Richland Resources Corp.