UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

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

For the quarterly period ended ~~July~~ January 31, ~~2011~~2012

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

For the transition period from ______________________ to ______________________

Commission File Number: 000-53575

Richland Resources Corp.

(Exact name of registrant as specified in its charter)

Nevada 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.)

~~1513~~2255 ~~Houston~~Ridge ~~Street~~Road, Suite 100

~~Sulphur Springs~~Rockwall, ~~Texas 75482~~TX 75087

(Address of principal executive offices)

(903) 439-6400

(Registrant’s telephone number, including area code)

~~Shengrui Resources Co. Ltd.~~________________________________________

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

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

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

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

Large accelerated filer o Accelerated filer o Non-accelerated filer o Smaller reporting company þ

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

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

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act subsequent to the distribution of securities under a plan confirmed by a court. ~~Yes o No o~~

Yes o No o

APPLICABLE ONLY TO CORPORATE ISSUERS:

As of ~~September~~March 9__, ~~2011~~2012, the registrant’s outstanding common stock consisted of 5,456,400 shares.

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION 2 Item 1. Financial Statements 2 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 103 Item 3. Quantitative and Qualitative Disclosures About Market Risk 125 Item 4A. Controls and Procedures 5 PART II – OTHER INFORMATION 136 Item 1. Legal Proceedings 136 Item 1A. Risk Factors Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 136 Item 3. Defaults Upon Senior Securities 136 Item 4. Removed and Reserved 136 Item 5. Other Information 136 Item 6. Exhibits 136

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

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

Table of Contents

Condensed Balance Sheets	3
Unaudited Balance Sheets	F-1
Condensed Statements of Operations	4
Unaudited Statements of Operations and Comprehensive Loss	F-2
Condensed Statements of Cash Flows	5
Unaudited Statements of Cash Flows	F-3
Condensed Statements of Shareholders' Deficiency	6
Notes to the Unaudited Financial Statements	F-4
Notes to the Condensed Financial Statements	7

~~RICHLAND RESOURCES CORP.~~2

~~(Formerly~~RICHLAND ~~Shengrui~~RESOURCES ~~Resources Co~~CORP. ~~Ltd.)~~

(AnFormerly ~~Exploration~~Shengrui ~~Stage~~Resources ~~Company~~Co. Ltd.)

~~CONDENSED~~(A ~~BALANCE~~Development ~~SHEETS~~Stage Company)

~~(Expressed~~UNAUDITED inBALANCE ~~US Dollars)~~ SHEETS

	July 31, 2011 (Unaudited)			October 31, 2010 (Audited)
	As of January 31, 2012			As of October 31, 2011
LIABILITIES
ASSETS	$	—			$
Current
LIABILITIES AND SHAREHOLDERS’ DEFICIT
Accounts payable and accrued liabilities	$	28,655		$	68,956
Current liabilities
Due to related parties		0			102,500
Accounts payable and accrued liabilities	$	—		$	—
Total Liabilities		28,655			171,456
Due to related party		327,404			49,763
SHAREHOLDERS' DEFICIENCY
Total liabilities		327,404			49,763
Common stock - 100,000,000 shares authorized, $0.0001 par value, 5,456,400 shares issued and outstanding at July 31, 2011 and October 31, 2010		546			546
Shareholders’ deficit
Additional paid-in capital		738,787			622,177
Common stock - 100,000,000 shares authorized, $0,0001 par value, 5,456,400 shares issued and outstanding at January 31, 2012 and October 31, 2011		546			546
Deficit		(767,988	)		(794,179	)
Additional paid-in capital		793,633			793,633
Total Shareholders’ Deficiency		( 28,655	)		(171,456	)
Deficit accumulated during the development stage		(1,121,583	)		(843,942	)
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIENCY	$	0		$	0
Total shareholders’ deficit		(327,404	)		(49,763	)
Total liabilities and shareholders’ deficit	$	—		$	—

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

~~RICHLAND RESOURCES CORP.~~F-1

~~(Formerly~~RICHLAND ~~Shengrui~~RESOURCES ~~Resources Co~~CORP. ~~Ltd.)~~

(AnFormerly ~~Exploration~~Shengrui ~~Stage~~Resources ~~Company~~Co. Ltd.)

~~CONDENSED~~(A ~~STATEMENTS~~Development OFStage ~~OPERATIONS (Unaudited~~Company)

~~(Expressed~~UNAUDITED inSTATEMENTS USOF ~~Dollars)~~OPERATIONS AND COMPREHENSIVE LOSS

	Period from inception on October 31, 2006 to July 31, 2011			For the three months ended July 31, 2011			For the three months ended July 31, 2010			For the nine months ended July 31, 2011			For the nine months ended July 31, 2010
	Period from October 30, 2006 (inception) through January 31,			Three months ended January 31,
Expenses
	2012			2012			2011
General and administrative expenses	$	4,040		$	0		$	0		$	0		$	319
							As restated (Note 4)
Management fees		13,500			0			0			0			0
OPERATING COSTS AND EXPENSES
Rent		13,500			0			0			0			0
Bank charges and interest	$	647		$	—		$	—
Stock-based compensation		449,550			0			0			0			0
General and administrative		4,392			352			—
Professional fees		309,517			0			30,170			9,877			72,786
Foreign currency transaction loss		4,302			—			—
Bank charges and interest		647			0			0			0			0
Management fees		13,500			—			—
Foreign exchange loss		4,302			0			0			0			0
Rent		87,690			74,190			—
Total Expenses		795,056			0			30,170			9,877			73,105
Professional fees		382,052			32,649			9,877
Operating loss		(795,056	)		0			(30,170	)		(9,877	)		(73,105	)
Telecommunications		5,216			5,216			—
Write-off of exploration advances		(20,000	)		0			0			0			0
Stock-based compensation		449,550			—			—
Gain on settlement of debt		72,068			0						36,068			0
Salaries, wages and benefits		165,234			165,234			—
Write-off of exploration costs		(25,000	)		0			0			0			0
Total operating costs and expenses		1,112,583			277,641			9,877
Net Income (loss) for the period		(767,988	)		0			(30,170	)		26,191			(73,105	)
Operating loss		(1,112,583	)		(277,641	)		(9,877	)
Deficit, beginning of the period		0			(767,988	)		(768,497	)		(794,179	)		(725,562	)
Other income (expense)
Deficit, end of the period	$	(767,988	)	$	(767,988	)	$	(798,667	)	$	(767,988	)	$	(798,667	)
Write-off of exploration advances		(20,000	)		—			—
Earnings (loss) per share
Write-off of exploration costs		(25,000	)		—			—
Basic				$	(0.000	)	$	(0.005	)	$	(0.005	)	$	(0.01	)
Gain on settlement of debt		36,000			—			—
Weighted average number of shares outstanding					5,456,000			5,456,000			5,456,000			5,456,000
Total other expense		(9,000	)		—			—
Net loss and comprehensive loss	$	(1,121,583	)	$	(277,641	)	$	(9,877	)
Loss per share, basic and diluted				$	(0.05	)	$	—
Weighted average shares outstanding, basic and diluted					5,456,000			5,456,000

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

~~RICHLAND RESOURCES CORP.~~F-2

~~(Formerly~~RICHLAND ~~Shengrui~~RESOURCES ~~Resources Co~~CORP. ~~Ltd.)~~

(AnFormerly ~~Exploration~~Shengrui ~~Stage~~Resources ~~Company~~Co. Ltd.)

~~CONDENSED~~(A ~~STATEMENT~~Developmtnt OFStage ~~CASH FLOWS~~Company)

~~(Expressed~~UNAUDITED inSTATEMENTS USOF ~~Dollars)~~CASH FLOWS

	Period from inception on October 31, 2006 to July 31, 2011 (Unaudited)			For the nine months ended July 31, 2011 (Unaudited)			For the nine months ended July 31, 2010 (Unaudited)
	Period from October 30, 2006 (inception) through January 31,			Three months ended January 31,
Cash flow from operating activities
	2012			2012			2011
Net income (loss) for the period	$	(767,988	)	$	26,191		$	(73,105	)
							As restated (Note 4)
Add back non-cash operating activities:
CASH FLOWS FROM OPERATING ACTIVITIES
Gain on settlement of debt		(72,068	)		(36,068	)		0
Net loss	$	(1,121,583	)	$	(277,641	)	$	(9,877	)
Donated rent		13,500			0			0
Adjustments to reconcile net loss to net cash used in operating activities:
Donated services		13,500			0			0
Donated rent, services and other charges		52,930			—			—
Write-off of exploration advances		20,000			0—			0—
Consulting fees		25,930			0			0
Write-off of exploration costs		25,000			—			—
Stock-based compensation		449,550			0			0
Gain on settlement of debt		(36,000	)		—			—
Write-off of exploration costs		25,000			0			0
Stock-based compensation		449,550			—			—
Changes in non-cash working capital
Changes in operating liabilities:
Exploration advances		(20,000	)		0—			0—
Accounts payable and accrued liabilities		~~114~~104,~~833~~956			~~9,877~~—			~~12,911~~—
Net cash used in operating activities		(140,671	)		0			(60,194	)
Due to related parties		384,476			277,641			9,877
Cash flow from investing activities
Cash used in operating activities		(140,671	)		—			—
Acquisition of oil and gas properties		(50,930	)		0			0
CASH FLOWS FROM INVESTING ACTIVITIES-
Net cash used in investing activities		(50,930	)		0			0
Acquisition of oil and gas properties		(50,930	)		—			—
Cash flow from financing activities
CASH FLOWS FROM FINANCING ACTIVITIES-
Advances from related parties		91,511			0—			~~59,875~~—
Capital stock subscribed		71,660			0—			0—
Proceeds from the issuance of capital stock		42,780			0			0
Proceeds from issuance of capital stock		42,780			—			—
Repurchase of capital stock		(14,350	)		0—			0—
Net cash provided by financing activities		191,601			0			59,875
Cash provided by financing activities		191,601			—			—
Net change in cash and cash equivalents during the period		0			0			(319	)
NET CHANGE IN CASH		—			—			—
Cash and cash equivalents, beginning of period		0			0			319
CASH, beginning of period		—			—			—
Cash and cash equivalents, end of period	$	0		$	0		$	0
CASH, end of period	$	—		$	—		$	—

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

~~RICHLAND RESOURCES CORP.~~F-3

~~(Formerly~~RICHLAND ~~Shengrui~~RESOURCES ~~Resources Co~~CORP. ~~Ltd.)~~

(AnFormerly ~~Exploration~~Shengrui ~~Stage~~Resources ~~Company~~Co. Ltd)

~~CONDENSED~~(A ~~STATEMENTS~~Development OFStage ~~SHAREHOLDERS’ DEFICIENCY~~Company)

~~(Expressed~~NOTES inTO USUNAUDITED ~~Dollars)~~FINANCIAL STATEMENTS

~~(Unaudited)~~1. ORGANIZATION, NATURE OF OPERATIONS AND GOING CONCERN

	Common stock				Additional Paid		Common stock		Deficit accumulated during the			Total shareholders’
	Number of Shares		Amount		in Capital		subscribed		exploration stage			(deficiency)
Balance, October 31, 2009		5,456,400	$	546	$	622,177	$	0	$	(725,562	)	$	(102,839	)
Net loss										(68,617	)		(68,617	)
Balance October 31, 2010		5,456,400		546		622,177		0		(794,179	)		(171,456	)
Forgiveness of related party debt						116,610							116,610
Net income										26,191			26,191
Balance, July 31, 2011		5,456,400	$	546	$	738,787	$	0	$	(767,988	)	$	28,655

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

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

~~RICHLAND~~2. SIGNIFICANT ~~RESOURCES~~ACCOUNTING ~~CORP.~~POLICIES

~~(Formerly~~We ~~Shengrui~~prepared ~~Resources~~the ~~Co.~~accompanying ~~Ltd)~~unaudited financial statements in conformity with accounting principles generally accepted in the United States of America applicable to interim financial information and with the rules and regulations of the United States Securities and Exchange Commission.

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

~~NOTES~~Based TOon ~~THE~~our ~~CONDENSED~~current ~~FINANCIAL~~level ~~STATEMENTS~~of operating activities, our critical accounting policies are limited to estimating liabilities and costs incurred. As of January 31, 2012, we had no cash accounts with any banks, and accordingly, our operating costs are funded by a company under common ownership. We record liabilities to the company under common ownership based on those charges incurred on our behalf.

~~(Expressed~~3. inRELATED USPARTY ~~Dollars)~~TRANSACTIONS

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

1For the three months ended January 31, 2012, the brother of our Chief Executive Officer provided services related to business development and shareholder relations amounting to approximately $13,442, included in professional fees on our statement of operations. ~~NATURE~~ ~~AND~~Additionally, ~~CONTINUANCE~~the OFmother ~~OPERATIONS~~of our chief executive officer earned approximately $4,431 as an employee of the Company, included in salaries, wages and benefits on our statements of operations.

Richland Resources Corp. (formerly Shengrui Resources Co. Ltd.) (the “Company”) was incorporated in the State of Nevada on October 30, 2006. The Company is an Exploration Stage Company. The Company’s principal business is the acquisition and exploration of oil and gas resources. It is currently assessing its strategy for the future.F-4

~~These~~RICHLAND ~~financial~~RESOURCES ~~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~~CORP. The Company has never generated revenues since inception and has never paid any dividends and 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 July 31, 2011, the Company has accumulated losses of $767,988 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. SIGNIFICANT~~(Formerly ~~ACCOUNTING~~Shengrui ~~POLICIES~~Resources Co. Ltd)

~~The~~(A ~~accompanying~~Development ~~unaudited~~Stage ~~condensed financial statements have been prepared by the~~ Company in conformity with accounting principles generally accepted in the United States of America applicable to interim financial information and with the rules and regulations of the United States Securities and Exchange Commission.)

~~Accordingly,~~NOTES ~~certain~~TO ~~information~~FINANCIAL ~~and~~STATEMENTS footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed, or omitted, pursuant to such rules and regulations. In the opinion of management, the unaudited interim financial statements include all adjustments necessary for the fair presentation of the results of the interim periods presented. All adjustments are of a normal recurring nature, except as otherwise noted below. These financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto for the year ended October 31, 2010. The results of operations for the interim periods are not necessarily indicative of the results of operations for any other interim period or for a full fiscal year.(Continued)

~~Recent~~4. CORRECTION ~~accounting~~OF ~~pronouncements~~ERROR IN PREVIOUSLY ISSUED FINANCIAL STATEMENTS

InSubsequent ~~January~~to ~~2010,~~filing ~~the~~our ~~FASB~~quarterly ~~issued~~report ~~ASU~~on ~~2010~~Form 10-~~06,~~Q ~~“Improving~~for ~~Disclosures~~the period ~~about~~ended ~~Fair~~January ~~Value measurements~~31,” ~~which amends ASC 820~~2011, ~~“Fair~~we ~~Value~~noted ~~Measures~~that ~~and~~we ~~Disclosures”.~~had ~~ASU~~erroneously ~~2010-06~~recorded ~~requires~~accounts ~~disclosure~~payable ofassumed ~~transfers~~by ~~into~~our ~~and~~former ~~out~~parent ofcompany as ~~Level~~a 1gain ~~and~~on ~~Level~~settlement 2of ~~fair~~liabilities. ~~value~~The ~~measurements,~~following ~~and~~is ~~also~~a ~~requires~~summary ~~more~~of ~~detailed disclosure about~~ the ~~activity~~effects ~~within~~of ~~Level 3 fair value measurements. The changes to~~ the ~~ASC~~correction ~~as a result~~ of this ~~update~~error ~~are~~on ~~effective~~the ~~for~~statement of ~~annual~~operations and ~~interim~~comprehensive ~~reporting~~income ~~periods beginning after December 15, 2009, except~~ for ~~requirements~~the ~~related~~three tomonths ~~Level~~ended 3January ~~disclosures~~31, ~~which~~2011 ~~are~~(the ~~effective~~effects ~~for~~on ~~annual~~our ~~and~~statement ~~interim~~of ~~reporting~~cash ~~periods~~flows for ~~beginning~~the ~~after~~three ~~December~~months ~~15,~~ended ~~2010.~~January ~~This guidance requires new disclosures only~~31, ~~and~~2011 ~~had~~were ~~no impact on our financial statements.~~inconsequential):

In February 2010, the FASB issued ASU 2010-09, “Subsequent Events (Topic 855)”. This update provides amendments to Subtopic 855-10-50-4 and related guidance within U.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.

	As Originally Reported			As Restated			Effect of Correction

OPERATING COSTS AND EXPENSES
Professional fees	$	9,877		$	9,877		$	—
Total operating costs and expenses		9,877			9,877			—

Operating loss		(9,877	)		(9,877	)		—

Other income (expense)
Gain on settlement of debt		36,068			—			(36,068	)

Total other income		36,068			—			(36,068	)

Net income (loss)	$	26,191		$	(9,877	)	$	(36,068	)

Earnings (loss) per share, basic and diluted	$	0.01		$	—		$	(0.01	)

Weighted average shares outstanding, basic and diluted		5,456,000			5,456,000			—

25. ~~SIGNIFICANT~~SUBSEQUENT ~~ACCOUNTING POLICIES (continued)~~EVENTS

InWe ~~April~~have ~~2010,~~evaluated ~~the~~subsequent ~~FASB~~events ~~issued ASU 2010-13, Compensation – Stock Compensation (Topic 718), amending ASC 718. ASU 2010-13 clarifies that a share-based payment award with an exercise price denominated in~~ through the ~~currency~~date ofthese ~~a market in which the entity's equity securities trade should not be classified as a liability if it otherwise qualifies as equity. ASU 2010-13 also improves GAAP by improving consistency in~~ financial ~~reporting~~statements bywere ~~eliminating~~issued ~~diversity in practice. ASU 2010-13 is effective for interim~~ and ~~annual~~concluded ~~reporting~~that ~~periods~~no ~~beginning~~significant ~~after~~subsequent ~~December~~events ~~15,~~had ~~2010 (November 1, 2011 for the Company)~~occurred. ~~The Company does not expect its adoption to have a material impact on the Company's financial reporting and disclosures.~~

In* ~~December~~* ~~2010,~~* ~~the~~* ~~FASB~~* ~~issued~~* ~~ASU~~* 2010-29, which contains updated accounting guidance to clarify the acquisition date that should be used for reporting pro forma financial information when comparative financial statements are issued. This update requires that a company 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 annual reporting period only. This update also requires disclosure of the nature and amount of material, nonrecurring pro forma adjustments. The provisions of this update, which are to be applied prospectively, are effective for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2010, with early adoption permitted. The impact of this update on the Company’s financial statements will depend on the size and nature of future business combinations.*

~~3. RELATED PARTY TRANSACTIONS~~F-5

~~During~~Item ~~the~~2. ~~period,~~Management’s ~~the~~Discussion ~~Company~~and ~~settled~~Analysis ~~existing~~of ~~debt~~Financial asCondition ~~follows:~~and Results of Operations

a)Forward ~~$116,610~~Looking ~~due to a Company controlled by a former director. This amount was recorded as a capital contribution on forgiveness of the balance.~~Statements

4This quarterly report contains forward-looking statements that involve risks and uncertainties. ~~COMMON~~ ~~STOCK~~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.

a)While ~~During~~these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the ~~year~~direction ~~ended~~of ~~October~~our 31business, ~~2007~~actual results will almost always vary, ~~the~~sometimes ~~Company~~materially, ~~issued~~from 7any estimates,~~800~~ ~~shares~~predictions, ofprojections, ~~common~~assumptions ~~stock~~or ~~for~~other ~~$780~~future performance suggested in this report.

b)As ~~During~~used ~~the~~in ~~year~~this ~~ended~~quarterly ~~October 31~~report, ~~2007,~~ the ~~Company~~terms ~~received subscriptions of $71~~"we",~~660~~ "us", ~~for 716~~"our",~~000~~ ~~shares~~and of"Richland ~~common~~Resources" ~~stock~~mean ~~issued~~Richland ~~pursuant~~Resources toCorp., aunless ~~private~~otherwise ~~placement at $0~~indicated.~~10 per share.~~

c)All ~~During~~dollar ~~the~~amounts ~~year~~in ~~ended~~this ~~October~~annual ~~31,~~report ~~2007,~~refer ~~the Company received subscriptions of $450 from the President of the Company for 4,500,000 shares of common stock pursuant~~ to ~~a private placement at $0~~U.~~0001 per share~~S. Ondollars unless ~~March~~otherwise ~~19, 2008, the shares were issued~~indicated. 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.

d)Business 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.Overview

e)We Onwere ~~June~~incorporated ~~12,~~as ~~2008,~~a ~~the~~Nevada ~~Company~~company ~~received~~on ~~subscriptions~~October ~~of $6~~30,~~000~~ ~~for~~2006. We ~~20,000~~intend ~~shares of common stock pursuant~~ to abuild ~~private~~our ~~placement~~business atthrough ~~$0.30~~the ~~per~~acquisition ~~share.~~and Ondevelopment ~~June~~of ~~22,~~oil ~~2008,~~and ~~the~~natural ~~shares~~gas ~~were issued~~properties.

f)Our ~~On October 23, 2008, the Company repurchased 143,500~~ common ~~shares~~stock ~~for~~is ~~cash~~quoted ~~consideration~~on ofthe ~~$14,350,~~Over ~~which~~the ~~were~~Counter ~~surrendered~~Quotation Bureau ~~for~~(OTCQB) ~~cancellation~~the ~~pursuant~~under tothe ~~rescission~~symbol ~~agreements dated October 23, 2008~~“RRCH”.

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

~~Forward~~Our ~~Looking~~financial ~~Statements~~statements for the three months ended January 31, 2012, 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.

~~This~~We ~~quarterly~~have ~~report~~not ~~contains~~generated ~~forward-looking~~any ~~statements~~revenues, ~~that~~have ~~involve~~incurred ~~risks~~losses since our inception, and ~~uncertainties.~~rely ~~These~~upon ~~statements~~advances ~~relate~~from torelated ~~future~~parties ~~events~~and orthe ~~our~~sale ~~future~~of ~~financial~~securities ~~performance~~to fund our operations. InWe ~~some~~may ~~cases,~~not ~~you~~generate any ~~can~~revenues ~~identify~~even ~~forward-looking~~if ~~statements~~we bycomplete ~~terminology~~the ~~including~~acquisition ~~"could",~~of ~~"may",~~one ~~"will",~~or ~~"should",~~more ~~"expect",~~operating ~~"plan"~~companies, ~~"anticipate",~~and ~~"believe",~~we ~~"estimate",~~are ~~"predict",~~dependent ~~"potential"~~on ~~and~~obtaining ~~the~~outside financing ~~negative~~in oforder ~~these~~to ~~terms~~maintain orour ~~other~~operations ~~comparable~~and ~~terminology~~continue our proposed activities. ~~These~~If ~~statements~~we are ~~only~~unable ~~predictions.~~to ~~Actual~~raise ~~events~~equity or ~~results~~secure alternative financing, we may ~~differ~~not ~~materially~~be able to continue our operations and our business plan may fail.

~~While~~If ~~these~~our ~~forward-looking~~operations ~~statements~~and cash flow improve, ~~and~~management ~~any~~believes that ~~assumptions~~we ~~upon~~can ~~which~~continue ~~they~~to ~~are~~operate. ~~based~~However, ~~are~~no ~~made~~assurance can be given that management's actions will result in ~~good~~profitable ~~faith~~operations or ~~and~~an ~~reflect~~improvement in our ~~current~~liquidity ~~judgment~~situation. ~~regarding~~The ~~the~~doubt ~~direction~~about of our ~~business,~~ability ~~actual~~to ~~results~~continue as a going concern will ~~almost~~cease ~~always~~to ~~vary,~~exist ~~sometimes~~only if ~~materially,~~we ~~from~~receive ~~any~~adequate ~~estimates,~~funding ~~predictions,~~and ~~projections,~~our ~~assumptions~~cash orflows ~~other~~have ~~future~~reached ~~performance~~a ~~suggested~~level inable ~~this~~to ~~report~~sustain our business operations.

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

~~All~~Results ~~dollar~~of ~~amounts~~Operations infor ~~this~~the ~~annual~~Three ~~report~~Months ~~refer~~Ended toJanuary 31, ~~U.S. dollars unless otherwise indicated.~~2012

~~Business~~For ~~Overview~~the three months ended January 31, 2012, we did not generate any revenues and we had a net loss of $277,641 compared to a net loss of $9,877 for the same period in fiscal 2011. The reason for the 2012 net loss is due to incurring normal general and administrative expenses. Our net loss per share for the three months ended January 31, 2012 amounted to $0.05, compared to a net loss per share of nil for the same period in fiscal 2011.

WeOur total expenses for the three months ended January 31, 2012 were ~~incorporated~~$277,641, ascompared ato ~~Nevada~~total ~~company~~expenses onof ~~October~~$9,877 30for the same period in fiscal 2011, ~~2006~~for a net increase of approximately $267,764. Our Wetotal ~~intend~~expenses tofor ~~build~~the three months ended January 31, 2012 consisted of $32,649 in professional fees, $74,190 in rent, $5,216 in telecommunications charges, $165,234 in salaries and wages and $352 in miscellaneous general and administrative expenses, whereas our ~~business~~total ~~through~~expenses for the ~~acquisition~~same period in fiscal 2011 consisted of $9,877 in professional fees. Our general and ~~exploration~~administrative expenses consist primarily of ~~oil~~transfer agent fees and ~~gas~~general ~~properties~~office expenses. Our professional fees include legal, accounting and auditing fees.

~~Our common stock is quoted on the Pink Sheets over-the-counter market under the symbol “RRCH”.~~3

~~Going~~Results ~~Concern~~of Operations for the Period from October 31, 2006 (Date of Inception) to January 31, 2012

~~Our~~From ~~financial~~our ~~statements~~inception ~~for~~on ~~the~~October ~~nine months ended July~~ 31, ~~2011,~~2006 ~~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~~January as31, a2012 ~~going~~we did ~~concern. Our financial statements do~~ not ~~include~~generate any ~~adjustments~~revenues ~~that~~and ~~might~~we ~~result~~incurred ~~from~~a ~~the~~net ~~outcome~~loss of ~~this uncertainty~~$1,121,583.

WeFrom ~~have~~our ~~not~~inception ~~generated~~on ~~any~~October ~~revenues~~31, ~~have~~2006 ~~achieved~~to ~~losses~~January ~~since~~31, ~~our~~2012, we ~~inception~~incurred total expenses of $1,112,583, ~~and~~including ~~rely~~$382,052 ~~upon~~in ~~advances~~professional ~~from~~fees, ~~related~~$13,500 ~~parties~~in ~~and~~management ~~the~~fees, ~~sale~~$87,690 ofin ~~securities~~rent, $449,550 toin ~~fund~~stock-based ~~our~~compensation, ~~operations.~~$4,302 Wein ~~may~~foreign ~~not~~currency ~~generate~~transaction ~~any~~losses, ~~revenues~~$647 ~~even~~in ifbank wecharges ~~complete~~and ~~the~~interest, ~~acquisition~~$165,234 in ofsalaries, ~~one~~wages orand ~~more~~benefits, ~~operating~~and ~~companies~~$4,392 in general and weadministrative ~~are~~expenses. ~~dependent~~We also received $36,000 in the form of a gain on ~~obtaining~~the ~~outside~~settlement ~~financing~~of indebt, ~~order~~wrote tooff ~~maintain~~$25,000 ~~our~~in ~~operations~~oil and ~~continue~~gas exploration costs because we allowed our ~~proposed~~interest ~~activities.~~in Ifa weproperty ~~are~~located in ~~unable~~Worsley, Alberta to ~~raise~~expire ~~equity~~and orwrote ~~secure~~off ~~alternative financing~~$20,000 in exploration advances as we ~~may~~determined ~~not~~that beit ~~able~~was not feasible to continue exploring ~~our~~and ~~operations~~developing the oil and ~~our~~gas ~~business~~properties ~~plan~~in ~~may~~which ~~fail~~we held an interest.

IfLiquidity ~~our operations~~ and ~~cash~~Capital flow improve, management believes that we can continue to operate. However, no assurance can be given that management's actions will result in profitable operations or an improvement in our liquidity situation. The threat of our ability to continue as a going concern will cease to exist only when our revenues have reached a level able to sustain our business operations.Resources

~~Results~~We have limited operational history. As of ~~Operations~~January 31, 2012, we had no cash or cash equivalents, $327,404 in total liabilities and a working capital deficit of $327,404. As of January 31, 2012, we had an accumulated deficit of $1,121,583.

~~Results~~From our inception on October 30, 2006 until the change of ~~Operations~~control on ~~for~~March 9, 2011 we were solely dependent on the ~~Three~~funds ~~Months~~raised ~~Ended~~through ~~July~~our equity financing however, subsequent to a change in control, the company was financed by a company under common ownership. Our net loss of $1,121,583 from our inception on October 30, 2006 to January 31, ~~2011~~2012 was funded by equity financing and funding from related parties.

~~For~~During the three months ended ~~July~~January 31, 2012 and 2011, we did not generate any ~~revenues~~cash orflow ~~incur~~from ~~any expenses~~operating, ~~compared~~investing toor afinancing ~~net loss of $30,170 for the same period in fiscal 2010~~activities. ~~Our net income per share for the three months ended July 31, 2011, was $0.00, compared to a net loss per share of $0.01 for the same period in fiscal 2010.~~

~~Our~~For ~~total expenses for~~ the ~~three~~next 12 months ~~ended~~we ~~July~~intend ~~31,~~to ~~2011,~~seek ~~were~~financing ~~$0, compared~~ to ~~total~~acquire and ~~expenses~~develop ofoil ~~$30,170~~and ~~for~~gas ~~the~~properties ~~same period~~ in ~~fiscal 2010. Total expenses for~~ the ~~three~~United ~~months ended July 31, 2010 consisted of $30,170 in professional fees~~States.

~~Results~~We are currently in the process of ~~Operations~~negotiating a farmout agreement with two independent mineral owners, under which we plan to drill our first four wells. Our plans for the ~~Nine~~next 12 months ~~Ended~~are ~~July~~to drill 31six wells at a total cost of approximately $26.5 Million. We estimate that we will spend approximately $1.8 million on general and administrative expenses. Our general and administrative expenses for the year will consist of salaries and wages, ~~2011~~professional fees, investor relations expenses, rent, utilities and general office expenses. The professional fees will be related principally to maintaining our status as a public company, particularly our regulatory filings throughout the year, as well as the completion of any acquisitions and any financings.

~~For~~We ~~the~~intend ~~nine~~to ~~months~~raise ~~ended~~our ~~July~~cash ~~31,~~requirements ~~2011~~for wethe ~~did~~next ~~not~~12 ~~generate~~months from ~~any~~private ~~revenues~~placements, ~~and~~loans wefrom ~~recorded~~related aparties ~~net~~or ~~income~~possibly ofa ~~$26,191,~~registered ~~compared~~public tooffering a(either ~~net~~self-underwritten ~~loss~~or ofthrough a ~~$69,825~~broker-dealer). ~~for~~If ~~the~~we ~~same~~are ~~period~~unsuccessful in ~~fiscal~~raising ~~2010.~~enough ~~The~~money ~~reason~~through ~~for~~such ~~the~~efforts, ~~2011~~we ~~net~~may ~~income~~review isother ~~the~~financing ~~recognition~~possibilities such ofas abank ~~$36,068~~loans. ~~gain~~At onthis ~~the~~time ~~settlement~~we ofdo ~~debt~~not ~~offset~~have bya ~~$9,877~~commitment infrom ~~professional~~any ~~fees. Our~~broker-dealer ~~net~~or ~~income~~lender ~~per~~to ~~share~~provide ~~for~~us ~~the~~with ~~nine~~financing. ~~months~~There is ~~ended~~no ~~July~~assurance ~~31,~~that ~~2011~~any ~~was~~financing ~~$0.005,~~will ~~compared~~be available to aus ~~net~~or ~~loss~~if ~~per~~available, ~~share~~on ofterms ~~$0.01~~that ~~for~~will ~~the~~be ~~same~~acceptable ~~period~~to ~~in fiscal 2010~~us.

~~Our~~Even ~~total~~though ~~expenses~~we ~~for~~plan ~~the~~to ~~nine~~raise ~~months~~capital ~~ended~~through ~~July~~equity 31or debt financing, ~~2011~~we ~~were~~believe ~~$9,877,~~that ~~compared~~the tolatter ~~total~~may ~~expenses~~not ofbe ~~$73,105~~a viable alternative for ~~the~~funding ~~same~~our ~~period~~operations inas ~~fiscal~~we ~~2010~~do not have tangible assets to secure any such financing. ~~Our~~We ~~total~~anticipate ~~expenses~~that ~~for~~any additional funding will be in the ~~nine~~form ~~months~~of ~~ended~~equity ~~July~~financing ~~31,~~from ~~2011~~the ~~consisted~~sale of our $9common stock. However,~~877~~ inwe ~~professional~~do ~~fees,~~not ~~whereas~~have ~~our~~any ~~total~~financing ~~expenses~~arranged ~~for~~and we cannot provide any assurance that we will be able to raise sufficient funds from the ~~same~~sale ~~period~~of inour ~~fiscal~~common ~~2010~~stock ~~consisted~~to ~~primarily~~finance our operations or activities. In the absence of ~~$72~~such financing,~~786~~ inwe will ~~professional~~not ~~fees~~be able complete any business acquisitions and we may be forced to cease our limited operations.

~~Results~~Off-Balance ofSheet ~~Operations for the Period from October 31, 2006 (Date of Inception) to July 31, 2011~~Arrangements

~~From our inception on October 31, 2006 to July 31, 2011, we did not generate any revenues and we incurred a net loss of $767,988~~None.

From our inception on October 31, 2006 to July 31, 2011, we incurred total expenses of $795,056, including $309,517 in professional fees, $13,500 in management fees, $13,500 in rent, $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 $72,068 in the form of a gain on the settlement of debt, wrote off $25,000 in oil and gas exploration costs because we allowed our interest in 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.Inflation

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

WeAudit have limited operational history. As of July 31, 2011, we had no cash or cash equivalents, $28,655 in total liabilities and a working capital deficit of $28,655. As of July 31, 2011, we had an accumulated deficit of $767,988.Committee

WeThe ~~are~~functions ~~solely~~of ~~dependent~~the onaudit ~~the~~committee ~~funds~~are ~~raised~~currently ~~through~~carried out by our ~~equity~~Board ~~financing~~of ~~and~~Directors, ~~from~~who ~~our~~has ~~shareholders. Our~~determined ~~net~~that ~~loss~~we ofdo ~~$767,988~~not ~~from~~have ~~our~~an ~~inception~~audit committee financial expert on ~~October~~our ~~31,~~Board ~~2006,~~of Directors to ~~July~~carry ~~31,~~out ~~2011,~~the ~~was~~duties ~~funded~~of bythe ~~equity~~audit ~~financing~~committee. The Board of Directors has determined that the cost of hiring a financial expert to act as a director and ~~shareholder~~to ~~advances. Since~~be ~~our~~a ~~inception~~member onof ~~October~~the ~~31,~~audit ~~2006,~~committee weor ~~have~~otherwise ~~raised~~perform ~~net~~audit ~~proceeds~~committee functions outweighs the benefits of ~~$100,090~~having ina ~~cash~~financial ~~from~~expert on the ~~sale~~audit ofcommittee ~~our~~at ~~securities~~this time.

From our inception on October 31, 2006 to July 31, 2011, we spent $140,671 on operating activities, including $13,500 in donated rent, $13,500 in donated services, $20,000 in the write-off of exploration advances, $25,930 in consulting fees, $449,550 in stock-based compensation, $25,000 in the write-off of exploration costs and $114,833 in accounts payable. During that time, we also received $72,068 in the form of a gain on the settlement of debt and $20,000 in exploration advances.4

~~During~~Item ~~the nine months ended July 31, 2011, we spent $0 on operating activities~~3. ~~During~~ ~~the~~Quantitative ~~same~~and ~~period~~Qualitative inDisclosures ~~fiscal~~About ~~2010~~Market ~~we spent $60,194 on operating activities, offset by an increase of $12,911 in accounts payable.~~Risk

~~From~~Not ~~our inception on October 31, 2006 to July 31, 2011 we spent $50,930 on investing activities~~applicable. We did not spend any money on investing activities during the three months ended July 31, 2011 or 2010. All of our investing activities since inception were related to the acquisition of oil and gas properties.

~~From~~Item ~~our~~4. ~~inception~~Controls ~~to July 31, 2011 filing, 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 31, 2006 to July 31, 2011 we also spent $14,350 on repurchases of our common stock.~~Procedures

~~During~~Not ~~the nine months ended July 31, 2011, we received no cash flow from financing activities~~applicable. ~~During the same period in fiscal 2010 we received $59,875 from financing activities, all of which was in the form of advances from related parties~~

~~Our~~Item ~~decrease~~4A. inControls ~~cash~~and ~~for the three months ended July 31, 2011 was $0.~~Procedures

~~For~~Evaluation ~~the~~of ~~next~~Disclosure 12Controls ~~months we intend to seek financing to acquire~~ and ~~develop oil and gas properties in the United States.~~ Procedures

~~Our~~We ~~general~~maintain disclosure controls and ~~administrative~~procedures, ~~expenses~~as ~~for~~defined in Rule 13a-15(e) and Rule 15d-15(e) promulgated under the ~~next~~Securities ~~year~~Exchange Act of 1934 (~~anticipated~~the "Exchange Act"), that are designed to ensure that information required to be ~~approximately~~disclosed ~~$650,000)~~by ~~will~~us ~~consists~~in ~~primarily~~the ~~payroll,~~reports ~~professional~~that ~~fees,~~we ~~transfer~~file ~~agent~~or ~~fees~~submit under the Exchange Act is recorded, ~~investor~~processed, ~~relations~~summarized ~~expenses~~and reported within the time periods specified in the rules and ~~general~~forms ~~office~~of ~~expenses.~~the ~~The~~Securities ~~professional~~and Exchange ~~fees~~Commission ~~are~~(the ~~related~~“SEC”), and that such information is accumulated and communicated to our ~~regulatory~~management, ~~filings~~including our ~~throughout~~Chief ~~the~~Executive ~~year~~Officer and ~~the~~Chief ~~acquisition~~Financial ofOfficer, ~~any~~as ~~company~~appropriate into ~~which~~allow wetimely ~~may~~decisions ~~acquire~~regarding anrequired ~~interest~~disclosure.

IfAs weof ~~secure~~the ~~less~~end ~~than~~of the ~~full~~period ~~amount~~covered ofby this report, our management, with the ~~financing~~participation ~~required~~of toour ~~acquire~~Chief ~~significant~~Executive ~~oil~~Officer and ~~gas~~Chief ~~properties~~Financial Officer, wecarried ~~will~~out ~~not~~an beevaluation ~~able~~of tothe ~~carry~~effectiveness of ~~out~~our disclosure controls and procedures. Based upon this evaluation, our ~~complete~~Chief ~~business~~Executive ~~plan~~Officer and weour ~~will~~Chief beFinancial ~~forced~~Officer concluded that our disclosure controls and procedures were not effective to ~~proceed~~ensure ~~with~~that ainformation ~~scaled~~we ~~back~~are ~~business~~required ~~plan~~to ~~based~~disclose in onthe ~~our~~reports ~~available~~we ~~financial~~file ~~resources.~~or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms for the reasons enumerated below:

WeA ~~intend~~material weakness tois ~~raise~~a deficiency, ~~the~~or ~~balance~~ combination of ~~our~~deficiencies, ~~cash~~in internal ~~requirements~~control ~~for the next 12 months from~~ over financial ~~institutions~~reporting, ~~private~~such that ~~placements,~~there ~~loans~~is a ~~from~~reasonable ~~related~~possibility that ~~parties or possibly~~ a ~~registered~~material misstatement ~~public~~of ~~offering~~our annual ~~(either self-underwritten~~ or ~~through~~interim financial astatements ~~broker-dealer).~~will not Atbe ~~this~~prevented or ~~time~~detected on ~~we do not have~~ a ~~commitment~~timely ~~from any broker-dealer to provide us with financing~~basis. In ~~There~~our isassessment of nothe ~~assurance~~effectiveness of ~~that~~internal ~~any~~control over ~~financing~~financial ~~will~~reporting as beof ~~available~~January to31, us2012, we ordetermined ifthat there ~~available,~~were oncontrol deficiencies ~~terms~~ that ~~will~~constituted material beweaknesses, ~~acceptable~~as described ~~to us~~below.

Even though we plan to raise capital through equity or debt financing, we believe that the latter may not be a viable alternative for funding our operations as we do not have tangible assets to secure any such financing1. WeGiven ~~anticipate that any additional funding will be in the form of equity financing from the sale of~~ our ~~common~~current ~~stock. However~~infrastructure, we do not have ~~any financing arranged and we cannot provide any assurance that we will be able to raise~~ sufficient ~~funds~~segregation ~~from the sale~~ of ~~our~~duties ~~common~~in ~~stock~~internal ~~to finance our operations or planned exploration activities~~controls. ~~In the absence of such financing, we will not be able to acquire and oil and gas properties to the extent that we would like, and we may be forced to abandon our business plan.~~

~~Off-Balance~~2. ~~Sheet~~Our ~~Arrangements~~auditors identified misstatements in our financial statements during the performance of their quarterly review.

3. We ~~have~~do nonot ~~significant off-balance sheet arrangements that~~ have ora ~~are~~system ~~reasonably~~in ~~likely~~place to ~~have~~review aand ~~current~~monitor orinternal ~~future~~control ~~effect~~over ~~on our~~ financial ~~condition,~~reporting. ~~revenues~~Management oris ~~expenses,~~currently ~~results~~evaluating ofremediation ~~operations,~~plans ~~liquidity,~~for ~~capital~~the ~~expenditures~~above orcontrol ~~capital resources that are material to stockholders~~deficiencies.

~~Inflation~~In light of the existence of these control deficiencies, we concluded that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis by our internal controls. As a result, management has concluded that we did not maintain effective internal control over financial reporting as of January 31, 2012.

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

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

The functions of the audit committee are currently carried out by our Board of Directors, who has determined that we do not have an audit committee financial expert on our Board of Directors to carry out the duties of the audit committee. The Board of Directors has determined that the cost of hiring a financial expert to act as a director and to be a member of the audit committee or otherwise perform audit committee functions outweighs the benefits of having a financial expert on the audit committee.5

~~Item~~PART 3.II ~~Quantitative~~– ~~and~~OTHER ~~Qualitative Disclosures About Market Risk~~INFORMATION

~~Not~~Item ~~applicable~~1. Legal Proceedings

~~Item~~We 4Aare not aware of any legal proceedings to which we are a party. ~~Controls~~None ~~and~~of ~~Procedures~~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.

~~Evaluation~~Item of1A. ~~Disclosure~~Risk ~~Controls and Procedures~~Factors

WeNot maintain disclosure controls and procedures, as defined in Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934 (the "Exchange Act"), that are designed to ensure that information required ~~to be disclosed~~ by ussmall inreporting 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 disclosurecompany.

AsItem of2. ~~the~~Unregistered ~~end~~Sales of ~~the~~Equity ~~period~~Securities ~~covered by this report, our management, with the participation of our Chief Executive Officer~~ and ~~Chief~~Use ~~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.Proceeds

~~Changes in Internal Control~~None.

~~During~~Item ~~the~~3. ~~three~~Defaults ~~months~~Upon ~~ended~~Senior July 31, 2011, there were no changes in our internal control over financial reporting (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act) that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.Securities

~~PART II – OTHER INFORMATION~~None.

Item 14. ~~Legal~~Removed ~~Proceedings~~and Reserved

WeItem ~~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. WeOther ~~are not aware of any other legal proceedings that have been threatened against us.~~Information

~~Item 1A~~None. ~~Risk Factors~~

~~Not~~Item ~~required by small reporting company~~6. Exhibits

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

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

~~None.~~6

~~Item 3. Defaults Upon Senior Securities~~SIGNATURES

~~None~~Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Item 4. Removed and Reserved

	Richland Resources Corp.
	(Registrant)

Date: March 20, 2012	/s/ Kenneth A. Goggans
	Kenneth A. Goggans
	Chief Executive Officer, President, and Sole Director

Date: March 20, 2012	/s/ Max Elghandour
	Max Elghandour
	Chief Financial Officer and Treasurer

~~Item 5. Other Information~~7

None.

Item 6. Exhibits

Exhibit Number		Exhibit Description
3.1		Certificate of Amendment to Articles of Incorporation of April 4, 2011, is hereby incorporated herein by reference to Exhibit 3.1 to the Form 8-K current report of the Company dated April 4, 2011.
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
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

SIGNATURES

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

	Richland Resources Corp.
	(Registrant)
Date: September 21, 2011	/s/ Kenneth A. Goggans
	Kenneth A. Goggans
	Chief Executive Officer, President, Treasurer, Chief Financial Officer, Secretary and Director

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