UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





FORM 10-Q/A


Amendment No. 1


(Mark One)


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





For the quarterly period ended January 31, 2011





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





For the transition period from ________________ to _______________





333-147501


(Commission file number)





HOMELAND RESOURCES LTD.


(Exact name of registrant as specified in its charter)





Nevada

(State or other jurisdiction

Of incorporation or organization)

26-0841675

(IRS Employer

Identification No.)





6801 Los Trechos NE, Albuquerque New Mexico            87109


(Address of principal executive offices)                               (Zip Code)





(505) 264-0600


(Registrant’s telephone number, including area code)





Not applicable


(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 required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.


[x] Yes                      [  ] No





Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).


[  ] Yes                      [  ] No (Not Required)





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





Large accelerated filer [  ]
Accelerated filer [  ]Non-accelerated filer [  ]
Smaller reporting company [x]





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


[  ] Yes   [ x ] No





Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 60,250,000 shares of Common Stock, $0.0001 par value,March 11, 2011





EXPLANATORY NOTE




We are filing this Amendment No. 1 to Form 10-Q for the quarter ended January 31, 2011, as originally filed with the SEC on March 11, 2011 to (1) revise Part I - Item 4. Controls and Procedures to report on changes in internal controls over financial reporting, and (2) file a currently dated certification by our principal executive and principal financial officer.





This Amendment No. 1 continues to speak as of the date of the original Form 10-Q for the quarter ended January 31, 2011 and we have not updated or amended the disclosures contained herein to reflect events that have occurred since the filing of the Form 10-Q, or modified or updated those disclosures in any way other than as described in the preceding paragraphs.  Accordingly, this Amendment No. 1 should be read in conjunction with our filings made with the SEC subsequent to the filing of the original Form 10-Q on March 11, 2011.








PART I





Item 4.      Controls and Procedures





Evaluation of Disclosure Controls and Procedures





Disclosure controls and procedures, as defined in Rule 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), are our controls and other procedures 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 SEC’s rules and forms. Disclosure controls and procedures include without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Act is accumulated and communicated to our sole officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.  Rule 15d-15 under the Exchange Act, requires us to carry out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of January 31, 2011, being the date of our most recently completed fiscal period covered by this report.  This evaluation was implemented under the supervision and with the participation of our sole officer, Armando Garcia.  Based on this evaluation, Mr. Garcia concluded that the design and operation of our disclosure controls and procedures were not effective since the following material weaknesses existed:





·
We relied on external consultants for the preparation of our financial statements and reports.  As a result, our sole officer may not be able to identify errors and irregularities in the financial statements and reports.





·
We had a sole officer who was also one of two directors .  Therefore, there was an inherent lack of segregation of duties and a limited independent governing board.





·
We relied on an external consultant for administration functions, some of which did not have standard procedures in place for formal review by our sole officer.





As of November 1, 2010, we elected another director to our board of directors and believe that having two directors may address some of the weaknesses noted above.





Changes in Internal Controls Over Financial Reporting





In connection with the evaluation of our internal controls during our last fiscal quarter, our sole officer has concluded that the addition of one director materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.  With the addition of one director, we believe that we now have another person who can assist our sole officer in identifying errors and irregularities in the financial statements and reports.  Since our sole officer is also a director, we now have some independent oversight over the sole officer.





We deem that while we have partially mitigated previously cited material weaknesses, our internal controls are still not effective and require further changes.










PART II - OTHER INFORMATION





Item 6.       Exhibits





Regulation S-K

Number
Exhibit3.1
Articles of Incorporation (1)3.2
Amendment to Articles of Incorporation (1)3.3
Certificate of Change Pursuant to NRS 78.209 (2)3.4
Bylaws (1)10.1
Notice of Mining Claims HR #1-6, recorded by Luna County, New Mexico, on March 24, 2004 (1)10.2
Confirmation of Agreement with Leroy Halterman dated August 1, 2007 (1)10.3
Loan Commitment Letter from Wellington Financial Corporation dated August 1, 2007 (1)10.4
Notice of Intent to Hold the HR #1-6 Lode Mining Claims, filed with the Bureau of Land Management on August 15, 2007 (1)10.5
Notice of Intent to Hold the HR #1-6 Lode Mining Claims recorded by Luna County, New Mexico, on August 17, 2007 (1)10.6
Loan Commitment dated April 19, 2010 from Radium Ventures Corp. (3)10.6
Loan Commitment dated May 11, 2010 from Radium Ventures Corp. (3)10.6
Loan Agreement dated May 15, 2010 from Radium Ventures Corp. (3)31.1
Rule 15d-14(a) Certification of Armando Garcia32.1
Certification of Armando Garcia Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act Of 2002







(1)
Incorporated by reference to the exhibits to the registrant’s registration statement on Form SB-1 filed November 19, 2007, file number 333-147501.


(2)
Incorporated by reference to the exhibits to the registrant’s current report on Form 8-K filed June 29, 2009, file number 333-147501.


(3)
Incorporated by reference to the exhibits to the registrant’s current report on Form 8-K filed April 19, 2010, file number 333-147501

























SIGNATURES








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





HOMELAND RESOURCES LTD.Date: June 14, 2011
By:
/s/ Armando GarciaArmando GarciaPresident, Secretary, Treasurer(principal executive and financial officer)