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 April 30,
2009





or





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 333-153111





Shengrui
Resources Co. Ltd.


(Exact name of
registrant as specified in its charter)





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





270 – 11331 Coppersmith
Way


Richmond, British Columbia,
Canada V7A 5J9


(Address of
principal executive offices)





(604)
214-7706


(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.   Yeso   No þ





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





Large accelerated
filer o   Accelerated
filer o   Non-accelerated
filer o 
Smaller reporting companyþ





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





APPLICABLE ONLY TO
CORPORATE ISSUERS:





As
of June 19, 2009 the registrant’s outstanding common stock consisted of
5,456,400 shares.










Table
of Contents




PART I   FINANCIAL
    INFORMATION
                3Item 1. Financial Statements
                3Item 2. Management’s Discussion and Analysis of Financial
      Condition and Results of Operations
                4Item 3. Quantitative and Qualitative Disclosures About Market
      Risk
                8Item 4. Controls and Procedures
                8Item 4T. Controls and Procedures
                8PART II – OTHER INFORMATION
                9Item 1. Legal Proceedings
                9Item 2. Unregistered Sales of Equity Securities and Use of
      Proceeds
                9Item 3. Defaults Upon Senior Securities
                9Item 4. Submission of Matters to a Vote of Security
      Holders
                9Item 5. Other Information
                9Item 6. Exhibits
                9










2




PART I - FINANCIAL INFORMATION









Item 1. Financial Statements




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





Table
of Contents







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




3




SHENGRUI
RESOURCES CO. LTD.
 (Formerly
known as Double Halo Resources Inc.)
 (An Exploration
Stage Company)
 BALANCE
SHEETS
 (Expressed in US
Dollars)
 As
at April 30, 2009


April
      30, 2009
            
            
            October
      31, 2008ASSETSCurrentCash and cash
      equivalents
            
            $
            319
            
            
            $
            323Exploration
      advances
            
            
            -
            
            
            
            20,000319
            
            
            
            20,323Oil and gas
      properties (Note
      3)
            
            
            -
            
            
            
            19,810$
            319
            
            
            $
            40,133LIABILITIESCurrentAccounts
      payable and accrued liabilities
            
            $
            10,000
            
            
            $
            33,984Due to
      related parties (Note
      4a)
            
            
            -
            
            
            
            33,56210,000
            
            
            
            67,546SHAREHOLDERS'
      EQUITYCapital stock
      - 100,000,000 shares authorized, $0.0001 par value, 5,456,400 shares
      issued and outstanding (October 31, 2008 - 5,456,400) (Note
5)
            
            
            546
            
            
            
            546Additional
      paid-in capital
            
            
            622,177
            
            
            
            573,094(Deficit)
            
            
            (632,404
            )
            
            
            (601,053
            )(9,681
            )
            
            
            (27,413
            )$
            319
            
            
            $
            40,133





Nature and
continuance of operations (Note 1)





UNAUDITED
 See
accompanying Notes to the Financial Statements




F-1


SHENGRUI
RESOURCES CO. LTD.
 (Formerly
known as Double Halo Resources Inc.)
 (An Exploration
Stage Company)
 STATEMENT
OF OPERATIONS AND COMPREHENSIVE LOSS
 (Expressed in US
Dollars)
 For
the six months ended April 30, 2009





Period
      from inception at October 31, 2006 to
            
            
            For
      the three months ended
            
            
            For
      the three months ended
            
            
            For
      the six months ended
            
            
            For
      the six months endedApril
      30, 2009
            
            
            April
      30, 2009
            
            
            April
      30, 2008
            
            
            April
      30, 2009
            
            
            April
      30, 2008ExpensesGeneral and
      administrative expenses
            
            $
            3,720
            
            
            $
            2,511
            
            
            $
            (1,137
            )
            
            $
            2,591
            
            
            $
            (731
            )Management
      fees
            
            
            13,500
            
            
            
            -
            
            
            
            1,500
            
            
            
            1,500
            
            
            
            3,000Rent
            
            
            13,500
            
            
            
            -
            
            
            
            1,500
            
            
            
            1,500
            
            
            
            3,000Stock-based
      compensation
            
            
            449,550
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -Professional
      fees
            
            
            138,185
            
            
            
            32,700
            
            
            
            16,323
            
            
            
            40,831
            
            
            
            53,232Bank charges
      and interest
            
            
            648
            
            
            
            648
            
            
            
            -
            
            
            
            648
            
            
            
            -Write off of
      exploration advance
            
            
            20,000
            
            
            
            20,000
            
            
            
            -
            
            
            
            20,000
            
            
            
            -Write off of
      exploration costs
            
            
            25,000
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -664,103
            
            
            
            55,859
            
            
            
            18,186
            
            
            
            67,070
            
            
            
            58,501Gain
      on settlement of debt (Note
8)
            
            
            36,001
            
            
            
            36,001
            
            
            
            -
            
            
            
            36,001
            
            
            
            -Foreign
      currency gain (loss)
            
            
            (4,302
            )
            
            
            (282
            )
            
            
            -
            
            
            
            (282
            )
            
            
            -Net
      income (loss) for the period
            
            
            (632,404
            )
            
            
            (20,140
            )
            
            
            (18,186
            )
            
            
            (31,351
            )
            
            
            (58,501
            )Deficit,
      beginning of the period
            
            
            -
            
            
            
            (612,264
            )
            
            
            (54,660
            )
            
            
            (601,053
            )
            
            
            (14,345
            )Deficit,
      end of the period
            
            $
            (632,404
            )
            
            $
            (632,404
            )
            
            $
            (72,846
            )
            
            $
            (632,404
            )
            
            $
            (72,846
            )





Earnings
      per shareBasic
            
            $
            (0.00
            )
            
            $
            (0.09
            )
            
            $
            (0.01
            )
            
            $
            (0.30
            )Weighted average number of shares outstanding
            
            
            5,456,000
            
            
            
            194,000
            
            
            
            5,456,000
            
            
            
            194,000




UNAUDITED
 See
accompanying Notes to the Financial Statements


F-2




SHENGRUI
RESOURCES CO. LTD.
 (Formerly
known as Double Halo Resources Inc.)
 (An Exploration
Stage Company)
 STATEMENT
OF CASH FLOWS
 (Expressed in US
Dollars)
 For
the six months ended April 30, 2009







Period
      from inception at October 31, 2006 to
            
            
            For
      the six months ended
            
            
            For
      the six months endedApril
      30, 2009
            
            
            April
      30, 2009
            
            
            April
      30, 2008Cash
      flow from operating activitiesNet income
      (loss) for the period
            
            $
            (632,404
            )
            
            $
            (31,351
            )
            
            $
            (58,501
            )Add back
      non-cash operating activities:Gain on
      settlement of debt
            
            
            (36,001
            )
            
            
            (36,001
            )
            
            
            -Donated
      rent
            
            
            13,500
            
            
            
            1,500
            
            
            
            3,000Donated
      services
            
            
            13,500
            
            
            
            1,500
            
            
            
            3,000Write off of
      exploration advances
            
            
            -
            
            
            
            20,000
            
            
            
            -Non-cash
      consulting fees
            
            
            38,451
            
            
            
            38,451
            
            
            
            -Stockbased
      compensation
            
            
            449,550
            
            
            
            -
            
            
            
            -Write off of
      oil and gas costs
            
            
            25,000
            
            
            
            -
            
            
            
            -Changes in
      non-cash working capitalAccounts
      payable
            
            
            10,000
            
            
            
            (5,983
            )
            
            
            31,674Prepaid
      expenses
            
            
            -
            
            
            
            -
            
            
            
            (20,082
            )Due to
      related parties
            
            
            51,563
            
            
            
            -
            
            
            
            -(66,841
            )
            
            
            (11,884
            )
            
            
            (40,909
            )Cash
      flow from investing activitiesAcquisition
      of oil and gas properties
            
            
            (50,930
            )
            
            
            (6,120
            )
            
            
            (44,810
            )Cash
      flow from financing activitiesNote
      payable
            
            
            18,000
            
            
            
            18,000
            
            
            
            -Capital stock
      subscribed
            
            
            71,660
            
            
            
            -
            
            
            
            -Proceeds from
      the issuance of capital stock
            
            
            42,780
            
            
            
            -
            
            
            
            36,000Repurchase of
      capital stock
            
            
            (14,350
            )
            
            
            -
            
            
            
            -118,090
            
            
            
            18,000
            
            
            
            36,000Net
      change in cash
            
            
            319
            
            
            
            (4
            )
            
            
            (49,719
            )Cash,
      beginning of the period
            
            
            -
            
            
            
            323
            
            
            
            72,909Cash,
      end of the period
            
            $
            319
            
            
            $
            319
            
            
            $
            23,190





Supplemental cash
flow disclosure (Note
7)




UNAUDITED
 See
accompanying Notes to the Financial Statements






F-3


SHENGRUI
RESOURCES CO. LTD.
 (Formerly
known as Double Halo Resources Inc.)
 (An Exploration
Stage Company)
 STATEMENTS
OF STOCKHOLDERS' EQUITY (DEFICIENCY)
 (Expressed in US
Dollars)
 For
the six months ended April 30, 2009





Deficit
      accumulated
            
            
            Totalduring
      the
            
            
            Stockholders'Common
      stock
            
            
            Additional
      Paid
            
            
            Common
      stock
            
            
            Exploration
            
            
            EquityNumber of
      shares
            
            
            Amount
            
            
            in
      Capital
            
            
            Subscribed
            
            
            stage
            
            
            (Deficiency)October 31,
      2007
            
            
            7,800
            
            
            $
            1
            
            
            $
            12,779
            
            
            $
            71,660
            
            
            $
            (14,345
            )
            
            $
            70,095Issuance of
      stock for cash
            
            
            5,592,100
            
            
            
            559
            
            
            
            113,101
            
            
            
            (71,660
            )
            
            
            -
            
            
            
            42,000Cancellation
      of capital stock
            
            
            (143,500
            )
            
            
            (14
            )
            
            
            (14,336
            )
            
            
            -
            
            
            
            -
            
            
            
            (14,350
            )Donated
      services and rent
            
            
            -
            
            
            
            -
            
            
            
            12,000
            
            
            
            -
            
            
            
            -
            
            
            
            12,000Stockbased
      compensation
            
            
            -
            
            
            
            -
            
            
            
            449,550
            
            
            
            -
            
            
            
            -
            
            
            
            449,550Net
      loss
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (586,708
            )
            
            
            (586,708
            )October 31,
      2008
            
            
            5,456,400
            
            
            
            546
            
            
            
            573,094
            
            
            
            -
            
            
            
            (601,053
            )
            
            
            (27,413
            )Donated
      services and rent
            
            
            -
            
            
            
            -
            
            
            
            3,000
            
            
            
            -
            
            
            
            -
            
            
            
            3,000Extinguishment
      of related party debt
            
            
            -
            
            
            
            -
            
            
            
            46,083
            
            
            
            -
            
            
            
            -
            
            
            
            46,083Net
      income
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (31,351
            )
            
            
            (31,351
            )April 30,
      2009
            
            $
            5,456,400
            
            
            $
            546
            
            
            $
            622,177
            
            
            $
            -
            
            
            $
            (632,404
            )
            
            $
            (9,681
            )





UNAUDITED
 See
accompanying Notes to the Financial Statements





F-4


SHENGRUI
RESOURCES CO. LTD.
 (Formerly
known as Double Halo Resources Inc.)
 (An Exploration
Stage Company)
 NOTES
TO THE FINANCIAL STATEMENTS
 (Expressed in US
Dollars)
 April
30, 2009





1.           NATURE
AND CONTINUANCE OF OPERATIONS




Shengrui Resources
Co. Ltd (formerly known as Double Halo Resources Inc.) (the “Company”) was
incorporated in the State of Nevada on October 30, 2006. The Company is an
Exploration Stage Company, as defined by Statement of Financial Accounting
Standard (“SFAS”) No. 7, “Accounting and Reporting for
Development Stage Enterprises”. The Company’s principal business is the
acquisition and exploration of oil and gas resources.




These consolidated
financial statements have been prepared on a going concern basis, which implies
the Company will continue to realize its assets and discharge its liabilities in
the normal course of business. The Company has never generated revenues since
inception and has never paid any dividends and is unlikely to pay dividends or
generate 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 April 30, 2009, the Company has accumulated losses of $632,404 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.




The Company filed
an S-1 Registration Statement with the United States Securities and Exchange
Commission to register 192,400 shares of common stock for sale by the existing
shareholders of the Company at $0.30 per share until the Company’s common stock
is quoted on the OTC Bulletin Board, and thereafter at prevailing market prices.
The Company will not receive any proceeds from the resale of shares of common
stock by the selling stockholders.









2.           SIGNIFICANT
ACCOUNTING POLICIES




The accompanying
unaudited consolidated 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,
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 consolidated 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 consolidated financial statements should
be read in conjunction with the Company’s audited consolidated financial
statements and notes thereto for the year ended October 31, 2008. 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.




F-5




SHENGRUI
RESOURCES CO. LTD.
 (Formerly
known as Double Halo Resources Inc.)
 (An Exploration
Stage Company)
 NOTES
TO THE FINANCIAL STATEMENTS
 (Expressed in US
Dollars)
 April
30, 2009




2.           SIGNIFICANT
ACCOUNTING POLICIES (continued)




Recent
issued accounting pronouncements




FASB Staff Position
157-2 (“SFAS 157-2”) delayed the effective date of FAS No. 157 until fiscal
years beginning after November 15, 2008, and interim periods within those fiscal
years, for all non-financial assets and non-financial liabilities, except for
items that are recognized or disclosed at fair value in the financial statements
on a recurring basis (at least annually). The Company adopted FAS No. 157 on
November 1, 2007, and unutilised the one year deferral for non-financial assets
and non-financial liabilities that was granted by SFAS 157-2. The adoption of
FAS No. 157 did not have a material impact on the Company’s financial
statements.




In February 2007,
the FASB issued SFAS No. 159, “The Fair Value Option for Financial
Assets and Financial Liabilities”. SFAS No. 159 permits entities to
choose to measure many financial assets and financial liabilities at fair value.
Unrealized gains and losses on items for which the fair value option has been
elected are reported in earning. SFAS No. 159 is effective for fiscal years
beginning after November 15, 2007.  The adoption of SFAS No. 159 did
not have a material impact on the financial statements.




In December 2007,
the FASB issued SFAS No. 141(R), which replaces SFAS No. 141 and retains the
fundamental requirements in SFAS No. 141, including that the purchase method be
used for all business combinations and for an acquirer to be identified for each
business combination. This standard defines the acquirer as the entity that
obtains control of one or more businesses in the business combination and
establishes the acquisition date as the date that the acquirer achieves control
instead of the date that the consideration is transferred. SFAS No. 141(R)
requires an acquirer in a business combination, including business combinations
achieved in stages (step acquisition), to recognize the assets acquired,
liabilities assumed, and any non-controlling interest in the acquiree at the
acquisition date, measured at their fair values as of that date, with limited
exceptions. It also requires the recognition of assets acquired and liabilities
assumed arising from certain contractual contingencies as of the acquisition
date, measured at their acquisition-date fair values. SFAS No. 141(R) becomes
effective for the first annual reporting period beginning on or after December
15, 2008. Management has determined that the adoption of SFAS No. 141(R) will
not have a material impact on the financial statements.




In May 2008, the
FASB issued SFAS No. 162, “The
Hierarchy of Generally Accepted Accounting Principles”.  SFAS
No. 162 identifies the sources of accounting principles and the framework for
selecting the principles used in the preparation of financial statements of
non-governmental entities that are presented in conformity with
GAAP.  This statement shall be effective 60 days following the
Securities and Exchange Commission's approval of the Public Accounting Oversight
Board amendments to AU Section 411, “The Meaning of Present Fairly in
Conformity With Generally Accepted Accounting Principles”.  The
Company does not believe that implementation of this standard will have a
material impact on its financial position, results of operations or cash
flows.




F-6






SHENGRUI
RESOURCES CO. LTD.
 (Formerly
known as Double Halo Resources Inc.)
 (An Exploration
Stage Company)
 NOTES
TO THE FINANCIAL STATEMENTS
 (Expressed in US
Dollars)
 April
30, 2009









2.           SIGNIFICANT
ACCOUNTING POLICIES (continued)




In April 2008, the
FASB issued FSP No. FAS 142-3, “Determination of the Useful Life of
Intangible Assets”. FSP No. FAS 142-3 amends the factors that should be
considered in developing renewal or extension assumptions used to determine the
useful life of a recognized intangible asset under SFAS No. 142, “Goodwill and Other Intangible
Assets”, in order to improve the consistency between the useful life of a
recognized intangible asset under SFAS No. 142 and the period of expected cash
flows used to measure the fair value of the asset under SFAS No. 141(R) and
other GAAP. FSP FAS 142-3 is effective for fiscal years beginning after December
15, 2008.  Management has determined that the adoption of FSP FAS
142-3 will not have an impact on the financial statements.




In June 2008, the
FASB issued FSP No. EITF 03-6-1, “Determining Whether Instruments
Granted in Share-Based Payment Transactions Are
Participating Securities”. FSP No. EITF 03-6-1 states that unvested
share-based payment awards that contain nonforfeitable rights to dividends or
dividend equivalents (whether paid or unpaid) are participating securities and
shall be included in the computation of earnings per share pursuant to the
two-class method. FSP No. EITF 03-6-1 is effective for fiscal years beginning
after December 15, 2008. Management has determined that the adoption of FSP No.
EITF 03-6-1 will not have an impact on the financial statements.









3.           OIL
AND GAS PROPERTIES




a) On October 30,
2007, the Company entered into an agreement to acquire up to 50% of the vendor’s
50% interest in an oil and gas property (the “Worsley Property”) located in
Alberta, Canada in consideration for a cash payment of $12,500 (paid), and
payment of up to 50% of the vendor’s interest in a seismic and test well
program.




b) On June 5, 2008,
the Company entered into a purchase agreement to acquire 20% of an Alberta Crown
PNG Lease in Alberta, Canada and 100% of the vendor’s 50% interest in the
Worsley Property in consideration for a cash payment of $32,310
(CAD$32,000).




c) The Partnership
was dissolved on June 15, 2008, at which time the Company’s 75% interest in the
assets of the Partnership, which consist of interest in certain oil and gas
properties, was transferred to its wholly owned subsidiary, Patch Oilsands
Ltd.




d) On June 30,
2008, the Company abandoned the interest in the Worsley Property when the
company allowed a cash call for approximately $212,000 from the operator of the
property, Bounty Developments Ltd., to expire.




e) As at October
31, 2008, all the oil and gas properties are unproved and excluded from
depletion calculations.





f) On April 16,
2009, the company transferred 100% of the shares of its wholly owned subsidiary,
Patch Oilsands Ltd., to a company with a director in common.  This was
in consideration of consulting services provided. (Please refer to Note
4b.)




F-7


SHENGRUI
RESOURCES CO. LTD.
 (Formerly
known as Double Halo Resources Inc.)
 (An Exploration
Stage Company)
 NOTES
TO THE FINANCIAL STATEMENTS
 (Expressed in US
Dollars)
 April
30, 2009







4.           RELATED
PARTY TRANSACTIONS




a) At January 31,
2009, the Company was indebted to a director of the Company for $46,083 (October
31, 2008 - $33,562), representing expenditures paid on behalf of the Company and
consulting fees.  This amount is unsecured, non-interest bearing, due
on demand and has no specific terms of repayment.  As at April 30,
2009, the debt was forgiven and recorded to additional paid-in
capital.




b)  On
April 16, 2009, the Company transferred 100% of the shares of its wholly owned
subsidiary, Patch Oilsands Ltd., to a company with a director in common in
consideration of consulting services provided.  The oil and gas
properties had a book value of $25,930.









5.           COMMON
STOCK




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




b) During the year
ended October 31, 2007, the Company received subscriptions of $71,660 for
716,000 shares of common stock issued pursuant to a private placement at $0.10
per share.




c) During the year
ended October 31, 2007, the Company received subscriptions of $450 from the
President of the Company for 4,500,000 shares of common stocks pursuant to a
private placement at $0.0001 per share. On March 19, 2008, the shares were
issued. 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 stock and the
consideration received.




d) 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.




e) On June 12,
2008, the Company received subscriptions of $6,000 for 20,000 shares of common
stock pursuant to a private placement at $0.30 per share. On June 22, 2008, the
shares were issued.




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




F-8


SHENGRUI
RESOURCES CO. LTD.
 (Formerly
known as Double Halo Resources Inc.)
 (An Exploration
Stage Company)
 NOTES
TO THE FINANCIAL STATEMENTS
 (Expressed in US
Dollars)
 April
30, 2009




6.           NOTE
PAYABLE




On January 20,
2009, the Company signed a demand promissory note to borrow a principal amount
of CND $22,500 at 5% interest per annum, compounded annually, from Fifth Avenue
Diversified Inc.  This note was forgiven during the current period and
is included in the gain on settlement of debt.









7.           SUPPLEMENTAL
CASH FLOW DISCLOSURE




The following
non-cash transactions occurred during the six months ended April 30,
2009:




a)  The
company settled payables with a former related party in the amount of
$46,083.  This amount was recorded as additional paid in
capital.




b)  The
company transferred its oil and gas interests to a company with a director in
common in exchange for consulting fees incurred in the total amount of
$25,930.









8.           GAIN
ON SETTLEMENT OF DEBT




On the change of
the control group, the Company has negotiated a settlement with some of the
vendors of professional services. The amounts in the gain include $18,000 of
professional fees and the note payable of $18,000 (Note 6).







F-9




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






Forward Looking
Statements




This quarterly
report on Form 10-Q 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.




Business
Overview




Shengrui Resources
Co. Ltd (formerly known as Double Halo Resources Inc.) (“Shengrui”, “we”, “our”
or “us”) was incorporated as a Nevada company on October 30, 2006. We have been
engaged in the acquisition and exploration of oil and gas properties since our
inception. We had one wholly owned subsidiary, Patch Oilsands Ltd., a British
Columbia corporation through which we have acquired properties in Leismer,
Alberta.  This company was an inactive subsidiary company. On April
16, 2009 we transferred 100% of the shares of Patch Oilsands Ltd. to Pacific
Bridge Capital Ltd., a company with a director in common, pursuant to a
consulting agreement in exchange for services rendered. Our common stock is
quoted on the OTC Bulletin Board under the symbol “DHLO”.




We intend to build
our business by developing business interests within the People’s Republic of
China.  We are exploring business opportunities in the oil and gas
sector and the mineral and natural resource sector as well as other
sectors.




Our registration
statement on a Form S-1 registering an aggregate of 192,400 shares of our common
stock became effective on August 29, 2008. The 192,000 shares registered for
resale by the 39 selling security holders include 20,000 shares owned by 1389999
Alberta Ltd., a company controlled by Susan Shacker, our former
President,  Chief Executive Officer, Chief Financial Officer,
Principal Accounting Officer, Secretary, Treasurer and sole Director, and 20,000
shares owned by David Stadnyk, the spouse of Ms. Shacker. We will not receive
any proceeds from the resale of these shares by the selling security holders. We
incurred all costs associated with the registration statement.




Uncertainties




We are a
development stage company that has only recently begun operations. We have not
generated any revenues from our business activities, and we do not expect to
generate revenues for the foreseeable future. Since our inception, we have
incurred operational losses, and we have been issued a going concern opinion by
our auditors. To finance our operations, we have completed several rounds of
financing and raised $100,090 through private placements of our common
stock.




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






4






Results of
Operations




Our results of
operations are presented below:









Period
      from inception at October 31, 2006 to
            
            
            For
      the three months ended
            
            
            For
      the three months ended
            
            
            For
      the six months ended
            
            
            For
      the six months endedApril
      30, 2009
            
            
            April
      30, 2009
            
            
            April
      30, 2008
            
            
            April
      30, 2009
            
            
            April
      30, 2008ExpensesGeneral and
      administrative expenses
            
            $
            3,720
            
            
            $
            2,511
            
            
            $
            (1,137
            )
            
            $
            2,591
            
            
            $
            (731
            )Management
      fees
            
            
            13,500
            
            
            
            -
            
            
            
            1,500
            
            
            
            1,500
            
            
            
            3,000Rent
            
            
            13,500
            
            
            
            -
            
            
            
            1,500
            
            
            
            1,500
            
            
            
            3,000Stock-based
      compensation
            
            
            449,550
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -Professional
      fees
            
            
            138,185
            
            
            
            32,700
            
            
            
            16,323
            
            
            
            40,831
            
            
            
            53,232Bank charges
      and interest
            
            
            648
            
            
            
            648
            
            
            
            -
            
            
            
            648
            
            
            
            -Write off of
      exploration advance
            
            
            20,000
            
            
            
            20,000
            
            
            
            -
            
            
            
            20,000
            
            
            
            -Write off of
      exploration costs
            
            
            25,000
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -664,103
            
            
            
            55,859
            
            
            
            18,186
            
            
            
            67,070
            
            
            
            58,501Net
      income (loss) from operating activities
            
            
            (664,103
            )
            
            
            (55,859
            )
            
            
            (18,186
            )
            
            
            (67,070
            )
            
            
            (58,501
            )Gain
      on settlement of debt
            
            
            36,001
            
            
            
            36,001
            
            
            
            -
            
            
            
            36,001
            
            
            
            -Foreign
      currency gain (loss)
            
            
            (4,302
            )
            
            
            (282
            )
            
            
            -
            
            
            
            (282
            )
            
            
            -Net
      income (loss) for the period
            
            $
            (632,404
            )
            
            $
            (20,140
            )
            
            $
            (18,186
            )
            
            $
            (31,351
            )
            
            $
            (58,501
            )







Results of Operations for
the Three Months Ended April 30, 2009




For the three month
period ended April 30, 2009 we incurred a net loss of $55,859, compared to a net
loss of $18,186 for the same period in fiscal 2008. We did not experience any
net loss per share for the three month period ended April 30, 2009, but our net
loss per share was $0.09 for the same period in fiscal 2008.




Our total operating
expenses for the three month period ended April 30, 2009 were $55,859, compared
to total operating expenses of $18,186 for the same period in fiscal 2008, for a
net difference of 207%. Our general and administrative expenses consist
primarily of transfer agent fees, investor relations expenses and general office
expenses. Our professional fees include legal, accounting and auditing fees.
During the three months ended April 30, 2009 we wrote off an additional $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 had an
interest.






5






Results of Operations for
the Period from October 30, 2006 (Date of Inception) to April 30,
2009




From our inception
on October 30, 2006 to April 30, 2009 we did not generate any revenues and we
incurred an accumulated deficit of $632,404. We may not generate revenues even
if our exploration activities indicate that quantities of oil and gas exist on
any properties in which we acquire an interest. We anticipate that we will incur
substantial losses for the foreseeable future.




We wrote off
$25,000 in oil and gas exploration costs because we allowed our interest in a
property located in Worsley, Alberta to expire.




Liquidity and Capital
Resources




As of April 30,
2009 we had $319 in cash and cash equivalents.




Our working capital
deficit is $9,681. Our accumulated deficit from our inception on October 30,
2006 to April 30, 2009 was $632,404 and was funded primarily through equity
financing.




We are dependent on
the funds raised through our equity financing. Our net loss of $(632,404) from
our inception on October 30, 2006 to April 30, 2009 was funded primarily through
equity financing.




We estimate our
planned expenses for the next 12 months to be approximately $369,000, as
summarized in the table below:




Description
            Estimated
      Completion Date
            
            Estimated
      CostsDevelop a
      website
            December 31,
      2009
            
            $
            5,000Develop
      business interests in China
            December 31,
      2009
            
            
            220,000Professional
      fees
            12
      months
            
            
            100,000Marketing
      expenses
            12
      months
            
            
            30,000General and
      administrative expenses
            12
      months
            
            
            14,000Total
            
            
            $
            369,000







Our general and
administrative expenses for the year will consist primarily of transfer agent
fees, investor relations expenses and general office expenses. The professional
fees are related to our regulatory filings throughout the year.




Based on our
planned expenditures, we require additional funds of approximately $368,681 (a
total of $369,000 less our $319 in cash as of April 30, 2009) to proceed with
our business plan over the next 12 months. If we secure less than the full
amount of financing that we require, we will not be able to carry out our
complete business plan and we will be forced to proceed with a scaled back
business plan based on our available financial resources.




We anticipate that
we will incur substantial losses for the foreseeable future. We are currently in
negotiations to acquire new oil and gas properties. Even if the negotiations are
successful and we carry out exploration activities on these properties, as well
as purchase non-operated working interests in producing wells or interests in
any other oil and gas properties, this does not guarantee that any of the
properties will contain commercially viable quantities of oil and
gas.




Our business will
be directed by Arthur Skagen, our Chief Executive Officer, and Donald Fairholm,
our Chief Financial Officer. Mr. Skagen and Mr. Fairholm will also manage our
operations and supervise our planned acquisition and exploration
activities.






6




Future
Financings




Our financial
statements for the period ended April 30, 2009 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.




We have not
generated any revenues, have achieved losses since inception, and rely upon the
sale of our securities to fund our operations. We may not generate any revenues
even if our exploration activities indicate that quantities of oil and gas may
exist on any of the properties in which we acquire an interest. Accordingly, we
are dependent on future additional financing in order to maintain our operations
and continue our proposed business.




Of the $369,000 we
require for the next 12 months, we had approximately $319 in cash as of April
30, 2009. We intend to raise the balance of our cash requirements for the next
12 months (approximately $368,681) from private placements, shareholder loans 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 to provide us with
financing, and there is no guarantee that any financing will be available to us
or if available, on terms that will be acceptable to us. We intend to negotiate
with our management and consultants to pay parts of their salaries and fees with
stock and stock options instead of cash.




If we are unable to
obtain the necessary additional financing, then we plan to reduce the amounts
that we spend on our acquisition and exploration activities and our
administrative expenses so as not to exceed the amount of capital resources that
are available to us. Specifically, we anticipate that we will defer drilling
programs and certain acquisitions pending the receipt of additional financing.
Still, if we do not secure additional financing our current cash reserves and
working capital will be not be sufficient to enable us to sustain our operations
and our interests in our oil and gas properties for the next 12 months, even if
we do decide to scale back our operations.




Product Research and
Development




We do not
anticipate spending any material amounts in connection with research and
development activities during the next 12 months.




Acquisition of Plant and
Equipment and Other Assets




Although we do not
anticipate selling or acquiring any material plants or equipment during the next
12 months, we are in negotiations to acquire new oil and gas properties.
However, any acquisitions we may be able to make are subject to us obtaining
additional financing.




Off-Balance Sheet
Arrangements




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




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.




7







Item 3. Quantitative and Qualitative Disclosures About Market
Risk




Not
applicable.




Item 4. Controls and Procedures




Disclosure
Controls




We maintain
disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule
15d-15(e) under the Exchange Act) designed to provide reasonable assurance the
information required to be reported in our Exchange Act filings is recorded,
processed, summarized and reported within the time periods specified and
pursuant to Securities and Exchange Commission rules and forms, including
controls and procedures designed to ensure that this information is accumulated
and communicated to our management, including our Principal Executive Officer
and Principal 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
Principal Executive Officer and Principal Financial Officer, carried out an
evaluation of the effectiveness of our disclosure controls and procedures. Based
upon this evaluation, our Principal Executive Officer and our Principal
Financial Officer concluded that our disclosure controls and procedures were (1)
designed to ensure that material information relating to our Company is
accumulated and communicated to our management, including our Principal
Executive Officer and Principal Financial Officer, in a timely manner,
particularly during the period in which this report was being prepared, and (2)
effective, in that they provide reasonable assurance that information we are
required to disclose in the reports filed or submitted under the Exchange Act is
recorded, processed, summarized and reported within the time periods specified
in the Securities and Exchange Commission’s rules and forms.




Changes in Internal
Control




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) during the quarterly period
ended April 30, 2009 that have materially affected, or are reasonably likely to
materially affect, our internal control over financial reporting.




Item 4T. Controls and Procedures




Not
applicable.






8




PART II – OTHER INFORMATION






Item 1. Legal Proceedings




We are not aware of
any legal proceedings to which we are a party or of which our property is the
subject. 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 2. Unregistered Sales of Equity Securities and Use of
Proceeds




None.




Item 3. Defaults Upon Senior Securities




None.




Item
4. Submission of Matters to a Vote of Security Holders




None.




Item
5. Other Information




None.




Item
6. Exhibits




Exhibit Number
            Exhibit Description31.1
            Certification of the Chief Executive Officer pursuant to
      Section 302 of the Sarbanes-Oxley Act of 200231.2
            Certification of the Chief Financial Officer pursuant to
      Section 302 of the Sarbanes-Oxley Act of 200232.1
            Certification of the Chief Executive Officer pursuant to
      18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
      Act of 200232.2
            Certification of the Chief Financial Officer pursuant to
      18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
      Act of 2002







9




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.




Shengrui Resources
      Co.Ltd.(Registrant)Date:
      June 22, 2009
            /s/
      Arthur SkagenArthur
      SkagenChief
      Executive Officer,
Director