UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549



FORM 10-Q



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



For the quarterly period ended July 31,
2012

or

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



For the transition period from ______________________
to ______________________



Commission File Number: 000-53575



Richland Resources Corp.

(Exact name of registrant as specified in
its charter)



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



2255 Ridge Road, Suite 100

Rockwall, TX 75087

(Address of principal executive offices)



(972) 722-7520

(Registrant’s telephone number, including
area code)

________________________________________

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



Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was require to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

YesxNo ̈



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).   YesxNo ̈



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 companyx



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



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 ̈No ̈



APPLICABLE ONLY TO CORPORATE ISSUERS:



As of August 31, 2012, the registrant’s
outstanding common stock consisted of 5,456,400 shares.

















TABLE OF CONTENTS



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





1









PART I - FINANCIAL INFORMATION



Item 1. Financial Statements



The unaudited interim consolidated financial statements of Richland
Resources Corp. follow.  All currency references in this report are to US Dollars unless otherwise noted.



Table of Contents



|Unaudited Consolidated Balance Sheets                |  |  | F-1 | 
|---------------------------------------------------- |  |  | --- | 
|Unaudited Consolidated Statement of Operations       |  |  | F-2 | 
|Unaudited Consolidated Statement of Cash Flows       |  |  | F-3 | 
|Notes to Unaudited Consolidated Financial Statements |  |  | F-4 | 





2









RICHLAND RESOURCES CORP.

(A Development Stage Company)

UNAUDITED CONSOLIDATED BALANCE SHEETS

(Expressed in US Dollars)



|                                                                           |  | As of July 31, 2012 |            |   | As of October 31, 2011 |  
|-------------------------------------------------------------------------- |  | ------------------- | ---------- | - | ---------------------- | -
|ASSETS                                                                     |  |                     |            |   |                        |  
|                                                                           |  |                     |            |   |                        |  
|Current assets-                                                            |  |                     |            |   |                        |  
|Cash                                                                       |  | $                   | 648        |   |                        | $
|Total current assets                                                       |  |                     | 648        |   |                        |  
|                                                                           |  |                     |            |   |                        |  
|Oil and gas properties, successful efforts method                          |  |                     | 356,827    |   |                        |  
|Deposits                                                                   |  |                     | 58,197     |   |                        |  
|                                                                           |  |                     |            |   |                        |  
|Total assets                                                               |  | $                   | 415,672    |   |                        | $
|                                                                           |  |                     |            |   |                        |  
|LIABILITIES                                                                |  |                     |            |   |                        |  
|                                                                           |  |                     |            |   |                        |  
|Current Liabilities                                                        |  |                     |            |   |                        |  
|Accounts payable and accrued liabilities                                   |  | $                   | 136,943    |   |                        | $
|Due to related parties                                                     |  |                     | 794,358    |   |                        |  
|Noncontrolling interests                                                   |  |                     | 1,250,000  |   |                        |  
|Total Liabilities                                                          |  | $                   | 2,181,301  |   |                        |  
|                                                                           |  |                     |            |   |                        |  
|                                                                           |  |                     |            |   |                        |  
|SHAREHOLDERS' DEFICIT                                                      |  |                     |            |   |                        |  
|Common stock - 100,000,000 shares authorized, $0.0001 par value, 5,456,400 |  |                     |            |   |                        |  
|shares issued and outstanding at July 31, 2012 and October 31, 2011        |  |                     | 546        |   |                        |  
|Additional paid-in capital                                                 |  |                     | 793,633    |   |                        |  
|Accumulated deficit                                                        |  |                     | (2,559,808 | ) |                        |  
|Total shareholders’ deficit                                                |  |                     | (1,765,629 | ) |                        |  
|Total liabilities and shareholders’ deficit                                |  | $                   | 415,672    |   |                        | $



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





F-1









RICHLAND RESOURCES CORP.

(A Development Stage Company)

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

(Expressed in US Dollars)



|                                                       |  | Period from October 31, 2006 (inception) to |            |   | For the three  months ended  July 31, |   |           | For the nine  months ended  July 31, | 
|------------------------------------------------------ |  | ------------------------------------------- | ---------- | - | ------------------------------------- | - | --------- | ------------------------------------ | 
|                                                       |  | July 31, 2012                               |            |   | 2012                                  |   |           | 2011                                 | 
|                                                       |  |                                             |            |   |                                       |   |           | (restated)                           | 
|Expenses                                               |  |                                             |            |   |                                       |   |           |                                      | 
|General and administrative expenses                    |  | $                                           | 64,853     |   |                                       | $ | 48,177    |                                      | 
|Management fees                                        |  |                                             | 13,500     |   |                                       |   |           |                                      | 
|Rent                                                   |  |                                             | 424,874    |   |                                       |   | 151,226   |                                      | 
|Stock -based compensation                              |  |                                             | 449,550    |   |                                       |   |           |                                      | 
|Professional fees                                      |  |                                             | 485,683    |   |                                       |   | 72,330    |                                      | 
|Bank charges and interest                              |  |                                             | 647        |   |                                       |   |           |                                      | 
|Foreign exchange loss                                  |  |                                             | 4,302      |   |                                       |   |           |                                      | 
|Telephone and Telecom                                  |  |                                             | 27,792     |   |                                       |   | 10,757    |                                      | 
|Salaries and wages                                     |  |                                             | 1,079,607  |   |                                       |   | 590,257   |                                      | 
|Total Expenses                                         |  |                                             | 2,550,808  |   |                                       |   | 872,746   |                                      | 
|Loss before other items                                |  |                                             | (2,550,808 | ) |                                       |   | (872,746  | )                                    | 
|Write-off of exploration advances                      |  |                                             | (20,000    | ) |                                       |   |           |                                      | 
|Write-off of exploration costs                         |  |                                             | (25,000    | ) |                                       |   |           |                                      | 
|Gain on settlement of debt                             |  |                                             | 36,000     |   |                                       |   |           |                                      | 
|                                                       |  |                                             |            |   |                                       |   |           |                                      | 
|Net loss                                               |  | $                                           | (2,559,808 | ) |                                       | $ | (872,745  | )                                    | 
|                                                       |  |                                             |            |   |                                       |   |           |                                      | 
|                                                       |  |                                             |            |   |                                       |   |           |                                      | 
|Loss per share, basic and diluted                      |  |                                             |            |   |                                       | $ | (0.16     | )                                    | 
|Weighted average shares outstanding, basic and diluted |  |                                             |            |   |                                       |   | 5,456,000 |                                      | 







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





F-2









RICHLAND RESOURCES CORP.

(A Development Stage Company)

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Expressed in US Dollars)



|                                            |  | Period from October 31, 2006 (inception) to |            |   | For the nine  months ended  July 31 |  
|------------------------------------------- |  | ------------------------------------------- | ---------- | - | ----------------------------------- | -
|                                            |  | July 31, 2012                               |            |   | 2012                                |  
|Cash flow from operating activities         |  |                                             |            |   |                                     |  
|Net loss                                    |  | $                                           | (2,559,808 | ) |                                     | $
|Add back non cash operating activities      |  |                                             |            |   |                                     |  
|Donated rent and other services             |  |                                             | 27,000     |   |                                     |  
|Write off of exploration costs              |  |                                             | 50,930     |   |                                     |  
|Gain on settlement of debt                  |  |                                             | (36,000    | ) |                                     |  
|Stock based compensation                    |  |                                             | 449,550    |   |                                     |  
|Changes in operating working capital        |  |                                             |            |   |                                     |  
|Other assets                                |  |                                             | (58,197    | ) |                                     |  
|Accounts payable and accrued liabilities    |  |                                             | 390,482    |   |                                     |  
|Due to related parties                      |  |                                             | 702,847    |   |                                     |  
|Net cash used in operating activities       |  |                                             | (1,033,196 | ) |                                     |  
|Cash flow from investing activities         |  |                                             |            |   |                                     |  
|Acquisition of oil and gas properties       |  |                                             | (407,757   | ) |                                     |  
|                                            |  |                                             |            |   |                                     |  
|Cash flow from financing activities         |  |                                             |            |   |                                     |  
|Advances from related parties               |  |                                             | 91,511     |   |                                     |  
|Proceeds from the issuance of capital stock |  |                                             | 114,440    |   |                                     |  
|Repurchase of capital stock                 |  |                                             | (14,350    | ) |                                     |  
|Contributions from noncontrolling interests |  |                                             | 1,250,000  |   |                                     |  
|Cash provided by financing activities       |  |                                             | 1,441,601  |   |                                     |  
|Net change in cash during the period        |  |                                             | 648        |   |                                     |  
|Cash beginning of the period                |  |                                             | -0-        |   |                                     |  
|Cash end of the period                      |  | $                                           | 648        |   |                                     | $



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





F-3









RICHLAND RESOURCES CORP.

(A Development Stage Company)

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in US Dollars)

July 31, 2012





1. ORGANIZATION, NATURE OF OPERATIONS AND GOING CONCERN



Richland Resources Corp. was incorporated in the State of Nevada
on October 30, 2006. The Company is an independent oil and natural gas company in the Development Stage. The Company’s principal
lines of business are the acquisition and development of oil and natural gas properties and the provision of fracing services to
the oil and gas industry. Manek Energy Holdings, Inc., (“Holdings”) our wholly-owned subsidiary, holds a majority controlling
membership interest in Manek Energy Pressure Pumping, LLC (“Manek Pressure Pumping”), which is our entity under which
we carry out our fracing operations. The terms “we,” “us,” “our,” and the “Company”
collectively refer to the parent and subsidiaries on a consolidated basis.



These financial statements have been prepared on a going concern
basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of
business. We have never generated revenues since inception. The continuation of the Company as a going concern is dependent upon
the continued financial support from our shareholders, the ability to obtain necessary financing to continue operations, and the
attainment of profitable operations. We have accumulated losses of $2,559,808 since inception and our liabilities exceed our assets.
These factors raise substantial doubt regarding our 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 we be unable to continue as a going
concern.



2. SIGNIFICANT ACCOUNTING POLICIES



Consolidation and Basis of Presentation



The accompanying consolidated financial statements include the
accounts of Richland Resources Corp. and its subsidiaries. Intercompany accounts and transactions are eliminated on consolidation.
We prepared the accompanying unaudited financial statements in conformity with accounting principles generally accepted in the
United States of America applicable to interim financial information and with the rules and regulations of the United States Securities
and Exchange Commission. Accordingly, certain information and footnote disclosures normally included in financial statements prepared
in accordance with generally accepted accounting principles have been condensed, or omitted, pursuant to such rules and regulations.
In 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, 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.



Proved Oil and Gas Properties



As of July 31, 2012, our oil and gas properties consisted solely
of mineral interests in unproved properties.



We follow the successful efforts method of accounting for our
oil and gas producing activities. Under this method, all property acquisition costs and cost of development wells are capitalized
as incurred. Costs to drill exploratory wells are capitalized pending determination of whether the well has found proved reserves.
If an exploratory well does not find proved reserves, the costs of drilling the well are charged to expense. There were no exploratory
wells capitalized pending determinations of whether the wells found proved reserves as of July 31, 2012



Geological and geophysical costs, including seismic studies
and costs of carrying and retaining unproved properties, are charged to exploration expense as incurred. Expenditures for maintenance,
repairs and minor renewals necessary to maintain properties in operating condition are charged to workover expense as incurred.
Major betterments, replacements and renewals are capitalized to the appropriate property and equipment accounts.





F-4









We intend to capitalize interest on expenditures for significant
exploration and development projects that last more than one year while activities are in progress to bring the assets to their
intended use. As of July 31, 2012, we did not incur interest costs relating to our Oil and Gas activities.



Capitalized costs of proved properties are amortized using the
unit-of-production basis based on production and estimates of proved reserves quantities. Capitalized costs of proved mineral interests
are depleted over total estimated proved reserves, and capitalized costs of wells and related equipment and facilities are depleted
over estimated proved developed reserves.



On the sale or retirement of a complete unit of a proved property
or field, the cost and related accumulated depletion, depreciation and amortization are eliminated from the property accounts,
and the resulting gain or loss is recognized in income. On the retirement or sale of a partial unit of proved property, the cost
is charged to accumulated depletion, depreciation and amortization unless doing so significantly affects the unit-of-production
amortization rate for an entire field, in which case the resulting gain or loss is recognized in income.



Unproved Oil and Gas Properties



Unproved oil and gas properties consist of costs incurred to
acquire unproved leases. Unproved lease acquisition costs are capitalized until the leases expire or when we specifically identify
leases that will revert to the lessor, at which time we expense the associated unproved lease acquisition costs to impairment.
Lease acquisition costs related to successful drilling are reclassified to proved properties.



On the sale of an entire interest in an unproved property for
cash or cash equivalents, gain or loss is recognized to the extent of the difference between the proceeds received and the net
carrying value of the property. Proceeds from sales of partial interests in unproved properties are accounted for as a recovery
of costs unless the proceeds exceed the entire cost of the property.



Impairment of Oil and Gas Properties



We review our proved oil and gas properties for impairment whenever
events and circumstances indicate that a decline in the recoverability of their carrying value may have occurred. We estimate the
expected undiscounted future cash flows of our oil and gas properties and compare such undiscounted future cash flows to the carrying
amount of the oil and gas properties to determine if the carrying amount is recoverable. If the carrying amount exceeds the estimated
undiscounted future cash flows, we will adjust the carrying amount of the oil and gas properties to fair value.



3. RELATED PARTY TRANSACTIONS



For the three-month periods ended July 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. As of July 31, 2012, the Company was indebted to a company with directors in common
for $794,358; the amount is net of $1,615,858 of total expenditures paid on our behalf offset by cash payments of $821,500. This
amount is unsecured, non-interest bearing, due on demand and has no specific terms of repayment. Substantially all operating expenses
listed on our statements of operations were incurred under this informal arrangement.



The Company has recorded an expense and accrued
a liability of approximately $35,000 per month from March 2012 through July 2012 for the lease of office space in Fort
Worth, Texas, which had been entered into by a related party. The Company occupied the office space during January and
February 2012. We are not a party to the lease, but reimburse the related party for a portion of the rent, based on our
previous occupancy, under an informal month-to-month arrangement.



For the three months ended July 31, 2012,
the brother of our Chief Executive Officer provided services related to business development and shareholder relations amounting
to approximately $24,621, included in professional fees on our statement of operations.





F-5









4. CORRECTION OF ERROR IN PREVIOUSLY
ISSUED FINANCIAL STATEMENTS



Subsequent to filing our quarterly report on Form 10-Q for the
period ended July 31, 2011, we noted that we had erroneously recorded accounts payable assumed by our former parent company as
a gain on settlement of liabilities. The following is a summary of the effects of the correction of this error on the statement
of operations and comprehensive income for the three months ended July 31, 2011 (the effects on our statement of cash flows for
the nine months ended July 31, 2011 were inconsequential).



|Three Months Ending July 31, 2011                      |  | As Originally Reported |           |  | As Restated |   |           | Effect of Correction | 
|------------------------------------------------------ |  | ---------------------- | --------- |  | ----------- | - | --------- | -------------------- | 
|                                                       |  |                        |           |  |             |   |           |                      | 
|OPERATING COSTS AND EXPENSES                           |  |                        |           |  |             |   |           |                      | 
|Professional fees                                      |  | $                      | -0-       |  |             | $ | 6,169     |                      | 
|Total operating costs and expenses                     |  |                        | -0-       |  |             |   | 6,169     |                      | 
|Operating loss                                         |  |                        | -0-       |  |             |   | (6,169    | )                    | 
|Net loss                                               |  | $                      | -0-       |  |             | $ | (6,169    | )                    | 
|Loss per share, basic and diluted                      |  | $                      | -0-       |  |             | $ | (.00      | )                    | 
|Weighted average shares outstanding, basic and diluted |  |                        | 5,456,000 |  |             |   | 5,456,000 |                      | 





|Nine Months Ending July 31, 2011                       |  | As Originally Reported |           |   | As Restated |   |           | Effect of Correction | 
|------------------------------------------------------ |  | ---------------------- | --------- | - | ----------- | - | --------- | -------------------- | 
|                                                       |  |                        |           |   |             |   |           |                      | 
|                                                       |  |                        |           |   |             |   |           |                      | 
|OPERATING COSTS AND EXPENSES                           |  |                        |           |   |             |   |           |                      | 
|Professional fees                                      |  | $                      | 9,877     |   |             | $ | 37,996    |                      | 
|Total operating costs and expenses                     |  |                        | 9,877     |   |             |   | 37,996    |                      | 
|Operating loss                                         |  |                        | (9,877    | ) |             |   | (37,996   | )                    | 
|Gain on settlement of debt                             |  |                        | 36,068    |   |             |   | 0         |                      | 
|Net income (loss)                                      |  | $                      | 26,191    |   |             | $ | (37,996   | )                    | 
|Earnings (loss) per share, basic and diluted           |  | $                      | 0.00      |   |             | $ | (0.01     | )                    | 
|Weighted average shares outstanding, basic and diluted |  |                        | 5,456,000 |   |             |   | 5,456,000 |                      | 



5. COMMITMENTS



We are party to operating leases for office space and an equipment
yard. Our leases expire between August 2013 and March 2015, and future minimum rentals under our operating leases were as follows
as of July 31, 2012:





|Years ending October 31: |  |   |        
|------------------------ |  | - | -------
|2012                     |  | $ | 70,632 
|2013                     |  |   | 256,439
|2014                     |  |   | 99,000 
|2015                     |  |   | 41,250 
|Total                    |  | $ | 467,321



We have ordered two Fracing fleets consisting on many equipment
components for a total cost of approximately $28 Million. We are currently pursuing financing arrangements to pay for these fleets,
however, if we are not successful in raising the funds necessary to pay for and release of these fleets, we may be liable for cancellation
charges and fees relating to restocking of these equipment ranging from 25% to 100% of the original cost of the related equipment.





F-6









6. FORMATION OF MANEK ENERGY PRESSURE
PUMPING, LLC



Entry into Fracing Business.During the second quarter
we entered the oil and gas fracing business, in order, to take advantage of the synergy achieved by creating a vertically integrated
company combining acquisition and development of oil and natural gas properties and fracing services. To that end, we formed Manek
Energy Pressure Pumping on June 11, 2012. Pursuant to the terms of the Formation Agreement, we agreed to contribute fracing equipment
and other assets in exchange for a controlling membership interest in Manek. Further, two other members of Manek Pressure Pumping
agreed to make cash contributions in the aggregate of $21,777,778 for a minority interest. As of July 31, 2012, we had received
contributions from the other members amounting to $1,250,000, which are included on our consolidated balance sheet under current
liabilities as “noncontrolling interest”. We recorded these amounts as liabilities because the arrangements to finalize
the operations of Manek Pressure Pumping are ongoing, and until such time as the arrangements are finalized, the other members
may withdraw their capital contributions.



During the third quarter, we ordered two
fracing fleets at a cost of approximately $28 million, hired a crew of 38 persons and began negotiating sales contracts for Manek
Pressure Pumping. We have identified additional equipment needed to mobilize the fracing fleets at an estimated cost of approximately
$7 Million. Negotiations with various vendors for the remainder are underway.



We are pursuing definitive financing arrangements
with our co-venturers and are seeking additional debt or equity capital to complete the financing.



7. SUBSEQUENT EVENTS





On
August 18, 2012, we began drilling our first Woodbine well in Leon County, Texas. The proposed total well cost is approximately $7.0 Million. Richland Resources has a 16.66% working interest
in this well . Richland Resources has cash called for prepayments
from other interest owners as allowed under the joint operating agreement.



As mentioned in the preceding paragraph,
our first Woodbine well commenced on August 18, 2012. Richland Resources has received approximately $3.1 Million from other interest
owners in the well as prepayments for the drilling of this well. In addition, Richland Resources has made prepayments of approximately
$1.7 Million to various vendors for the drilling of this well.



On August 15, 2012, Manek Pressure Pumping
purchased a manifold trailer to be used in the Fracing division of the Company. The purchase price was $354,700, including freight.



On August 18, 2012, Richland Resources
purchased a 2012 Lincoln Navigator for $60,303. The vehicle is for the exclusive use of the CEO in his duties to the Company.



On August 31, 2012, Holdings purchased
eleven new pickup trucks of various sizes for its operations in its Fracing business, for an aggregate purchase price of approximately
$494,000. Holdings paid approximately $140,000 as a downpayment and issued notes payable for the remainder. The notes bear interest
at at 17.9% per annum and require monthly principal and interest payments of approximately $15,000 in the aggregate for 23 months,
with a final payment of approximately $96,000 due on August 30, 2014. The following is a summary of contractual maturities under
the notes payable for the years ending October 31:



|Years ending October 31: |  |   |         
|------------------------ |  | - | --------
|2012                     |  | $ | 19,149  
|2013                     |  |   | 127,607 
|2014                     |  |   | 207, 277
|Total                    |  | $ | 354,033 







* * * * * * * *





F-7











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



Forward Looking Statements



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



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



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



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



Business Overview



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



Entry into Fracing Business.During
the second quarter a decision was made to enter the oil and gas Fracing business, in order, to take advantage of the synergy achieved
by creating a vertically integrated company combining acquisition and development of oil and natural gas properties and Fracing
services.



During the third quarter, the company formed
a Fracing subsidiary, has ordered two fracing fleets at a cost of approximately $28 million, hired a crew of 38 persons and has
begun sales activities for this business. The subsidiary has identified additional equipment needed to mobilize the fracing fleets
at an estimated cost of approximately $7 Million. Some equipment has been acquired through leasing arrangements. Negotiations with
various vendors for the remainder are underway.



The company intends to finance the Fracing
business through a joint venture arrangement as well as raising capital through debt or equity. As of September 14, 2012, our co-venturers
have contributed a total of $1,250,000 pursuant to a joint venture formation agreement entered into as of June 1, 2012. Since that
time, we have been pursuing definitive financing arrangements with these joint venturers and additional debt or equity capital
to complete the financing.



Entry into Farmout Agreement.During
the third quarter of 2012, we entered into a farm-out agreement (the “Farmout Agreement”) with the holders of certain
oil and gas mineral leases comprising 1,360 acres located in Leon County, Texas (collectively, the “Leases”) pursuant
to which we acquired the right to earn an interest in the Leases and to the lands covered thereby. On the same date, we entered
into an option agreement (the “Option Agreement”) under which we granted to another party the option to purchase up
to 50% of the collective working interests of the farmees under the Farmout Agreement, and the aggregate interests of the other
farmees would be proportionately reduced, and the aggregate interests of each farmee would be divided equally.



Under the Farmout Agreement, as modified
by the Option Agreement, the farmors under the Farmout Agreement received a fee of $500,000, of which we paid $83,333, and we will
earn a 16.66%working interest in the test well, and subsequent well drilled on the Leases.



The test well under the Farmout Agreement
(the “Test Well”) is a single lateral horizontal with a total depth of 12,341 feet. The target formation is the Top
Woodbine sand at approximately 6,384 feet in depth with production being primarily oil. We estimate the total cost of the Test
Well be approximately $6.963 Million, of which we are responsible for $1,160,035. We have cash called for prepayments from other
interest owners in the Test Well as allowed under the joint operating agreement. The Farmout Agreement requires that, in the event
of an interruption or cessation in drilling the Test Well, we resume drilling within 60 days after such interruption or cessation



In August 2012, we engaged a Texas based
contractor to commence drill site construction in preparation and drilling of the test well in Leon County, Texas. The Test Well
was spudded on August 18, 2012, and the drilling and testing of the Test Well is ongoing as of the date of this report.



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



Going Concern



We have not generated any revenues, have
incurred losses since our inception, and rely upon advances from related parties to fund our operations. We may not generate any
revenues even if we complete the acquisition of one or more operating companies, and we are dependent on obtaining outside financing
in order to maintain our operations and continue our proposed activities. These factors raise substantial doubt about our ability
to continue as a going concern. If we are unable to raise equity or secure alternative financing, we may not be able to continue
our operations and our business plan may fail.





3







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



Results of Operations



Results of Operations for the Three Months Ended July 31,
2012



For the three months ended July 31, 2012,
we did not generate any revenues and we had a net loss of $872,745 compared to a net loss of $6,169 for the same period in fiscal
2011. The reason for the net loss in both periods is due to incurring normal general and administrative expenses. Our net loss
per share for the three months ended July 31, 2012 amounted to $0.16, compared to a net loss per share of $0.001 for the same period
in fiscal 2011.



Our total expenses for the three months
ended July 31, 2012 were $872,746, compared to total expenses of $6,169 or the same period in fiscal 2011, for a net increase of
approximately $866,576. Our total expenses for the three months ended July 31, 2012 consisted of $72,330in professional fees, $151,226
in rent, $10,757in telephone and telecom charges, $590,257 in salaries and wages and $48,177 in miscellaneous general and administrative
expenses. Expenses for the same period in fiscal 2011 consisted mainly of professional fees. Our general and administrative expenses
consist primarily of transfer agent fees and general office expenses. Our professional fees include legal, accounting and auditing
fees. The increase in our general and administrative expenses is due to adding staff, office space and other activities subsequent
to the change in management in April 2011.



Results of Operations for the Nine months ended July 31,
2012



For the nine months ended July 31, 2012,
we did not generate any revenues and we had a net loss of $1,715,866 compared to a net loss of $37,996 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 income per share
for the nine months ended July 31, 2012 amounted to $.31, compared to a net loss per share of $.01 for the same period in fiscal
2011.



Our total expenses for the nine months ended
July 31, 2012 were $1,715,866, compared to total expenses of $37,996 for the same period in fiscal 2011, for a net increase of
approximately $1,677,870. Our total expenses for the nine months ended July 31, 2012 consisted of $136,280 in professional fees,
$ 411,374 in rent, $27,792 in telephone and telecom charges, $1,079,607 in salaries and wages and $60,813 in miscellaneous general
and administrative expenses. We had professional fees of $ 37,996 during the same period in fiscal 2011 consisting primarily of
legal, accounting and auditing fees. The increase in our general and administrative expenses is due to adding staff, office space
and other activities subsequent to the change in management in April 2011.



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



From our inception on October 31, 2006 to
July 31, 2012 we did not generate any revenues and we incurred a net loss of $2,559,808.



From our inception on October 31, 2006 to
July 31, 2012, we incurred total expenses of $2,559,808, including $485,683 in professional fees, $13,500in management fees, $424,874in
rent, $449,550in stock-based compensation, $4,302 in foreign currency transaction losses, $647 in bank charges and interest, $1,079,607
in salaries, wages and benefits, $27,792 in telephone and telecom expenses and $64,852 in general and administrative expenses.
We also received $36,000 in the form of a gain on the settlement of debt, wrote off $25,000 in oil and gas exploration costs because
we allowed our interest in an undeveloped oil and gas property to expire and wrote off $20,000 in exploration advances as we determined
that it was not feasible to continue exploring and developing the oil and gas properties in which we held an interest.



Liquidity and Capital Resources



We have limited operational history. As
of July 31, 2012, we had minimal cash or cash equivalents, $2,181,301 in total liabilities and a working capital deficit of $2,180,653.
As of July 31, 2012, we had an accumulated deficit of $2,559,808.



From our inception on October 30, 2006 until
the change of control on March 9, 2011 we were solely dependent on the funds raised through our equity financing however, subsequent
to the change of control, the company was financed by a company under common ownership. Our net loss of $2,559,808 from our inception
on October 30, 2006 to July 31, 2012 was funded by equity financing and advances from related parties.



During the three months ended July 31, 2012
and 2011 we did not generate significant cash flow from operating, investing or financing activities.



For the next 12 months we intend to continue
seeking financing to acquire and develop additional oil and gas properties in the United States and to finance the purchase of
Fracing equipment and commence those operations.



During the third quarter we entered into
a Farmout agreement with independent mineral owners, under which we plan to drill our first three to four wells. Our plans for
the next 12 months are to drill between six to eight wells at a total cost of approximately $40 Million. We estimate that we will
spend approximately $6 million on general and administrative expenses. Our general and administrative expenses for the year will
consist of salaries and wages, professional fees, investor relations expenses, rent, utilities and general office expenses. The
professional fees will be related principally to maintaining our status as a public company, particularly our regulatory filings
throughout the year, as well as the completion of any acquisitions and any financings.





4







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



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



Off-Balance Sheet Arrangements



None.



Inflation



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



Audit Committee



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



Item 3. Quantitative and Qualitative Disclosures About Market
Risk



Not applicable.



Item 4. Controls and Procedures



Evaluation of Disclosure Controls and Procedures



We 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 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.



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 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.



A 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 July 31, 2012, we determined that there were control deficiencies
that constituted material weaknesses, as described below.



| | 1. | Given our current infrastructure, we do not have sufficient segregation of duties in internal controls.                                                                                    
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 2. | We do not have a system in place to review and monitor internal controls over financial reporting. Management is currently evaluating remediation plans for the above control deficiencies.



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 July 31, 2012.





5







Changes in Internal Control



During the three months ended July 31, 2012,
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.



PART II – OTHER INFORMATION



Item 1. Legal Proceedings



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



Item 1A. Risk Factors



Not required by small reporting company.



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



None.



Item 3. Defaults Upon Senior Securities



None.



Item 4. Mine Safety Disclosures.



Not Applicable



Item 5. Other Information



Entry into Farmout Agreement.On July 23, 2012,
we entered into a farm-out agreement (the “Farmout Agreement”) with the holders of certain oil and gas mineral leases
comprising 1,360 acres located in Leon County, Texas (collectively, the “Leases”) pursuant to which we acquired the
right to earn an interest in the Leases and to the lands covered thereby. On the same date, we entered into an option agreement
(the “Option Agreement”) under which we granted to another party the option to purchase up to 50% of the collective
working interests of the farmees under the Farmout Agreement, and the aggregate interests of the other farmees would be proportionately
reduced, and the aggregate interests of each farmee would be divided equally.



Under the Farmout Agreement, as modified by the Option
Agreement, the farmors under the Farmout Agreement received a fee of $500,000, of which we paid $83,333, and we will earn a 16.67%working
interest in the test well, and subsequent well drilled on the Leases.



To earn the interests we are required to commence
a test well on the Leases (“Test Well”) within 45 days of the effective date of the Farmout Agreement, subject to rig
availability. The Test Well is a single lateral horizontal with a total depth of 12,341 feet. The target formation is the Top Woodbine
sand at approximately 6,384 feet in depth with production being primarily oil. We estimate the total cost of the Test Well be approximately
$6.963 Million, of which we are responsible for $1,160,035. We have cash called for prepayments from other interest owners in the
Test Well as allowed under the joint operating agreement. The Farmout Agreement requires that, in the event of an interruption
or cessation in drilling the Test Well, we resume drilling within 60 days after such interruption or cessation



In August 2012, we engaged a Texas based contractor
to commence drill site construction in preparation and drilling of the test well in Leon County, Texas. The Test Well was spudded
on August 18, 2012, and the drilling and testing of the Test Well is ongoing as of the date of this report.





Entry into Fracing Business.During the second
quarter a decision was made to enter the oil and gas Fracing business, in order to take advantage of the synergy achieved by creating
a vertically integrated company combining acquisition and development of oil and natural gas properties and Fracing services.



During the third quarter, the company formed a Fracing
subsidiary, has ordered two fracing fleets at a cost of approximately $28 million, hired a crew of 38 persons and has begun sales
activities for this business. The subsidiary has identified additional equipment needed to mobilize the fracing fleets at an estimated
cost of approximately $7 Million. Some equipment has been acquired through leasing arrangements. Negotiations with various vendors
for the remainder are underway.





6







The company intends to finance the Fracing business
through a joint venture arrangement as well as raising capital through debt or equity. As of September 14, 2012, our co-venturers
have contributed $1,000,000 and $250,000, respectively pursuant to a joint venture formation agreement entered into as of June
1, 2012. Since that time, we have pursued definitive arrangements with these joint venturers as well as additional alternative
financial arrangements to complete the financing.



Item 6. Exhibits



|Exhibit
Number |  | Exhibit Description                                                                                                                                                                                                                 
|-------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.1           |  | Farmout Agreement dated July 23, 2012 between Bancorp Holdings, LLC, Carrier Acquisitions, LLC, LHMF, LLC, as Farmors and Richland Resources Corp., Sun Delta, Inc. and Amerril Energy LLC, as Farmees                              
|10.2           |  | Option Agreement dated July 23, 2012 between Bancorp Holdings, LLC, Carrier Acquisitions, LLC, LHMF, LLC, Richland Resources Corp., Sun Delta, Inc., Amerril Energy LLC, and Leon County Minerals, LLC                              
|10.3           |  | Exercise of Option and Amendment to Farmout Agreement dated August 3, 2012                                                                                                                                                          
|10.4           |  | Manek Energy Pressure Pumping, LLC Formation Agreement                                                                                                                                                                              
|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



7









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 14, 2012 | /s/ Kenneth A. Goggans                               
|                         | Kenneth A. Goggans                                   
|                         | Chief Executive Officer, President, and Sole Director
|                         |                                                      
|Date: September 14, 2012 | /s/ Max Elghandour                                   
|                         | Max Elghandour                                       
|                         | Chief Financial Officer and Treasurer                





8