UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549



FORM 10-Q/A



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



For the quarterly period endedJanuary
31, 2012



or



oTRANSITION
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.   YesxNoo



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).  YesxNoo



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 fileroAccelerated
fileroNon-accelerated
fileroSmaller
reporting companyx



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



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.

YesoNoo



APPLICABLE ONLY TO CORPORATE ISSUERS:



As of March 20, 2012, the registrant’s
outstanding common stock consisted of 5,456,400 shares.













EXPLANATORY NOTE

Richland Resources Corp. (the “Registrant) is filing this
amendment (the Form 10-Q/A) to our Quarterly Report on Form 10-Q for the quarter ended January 31, 2012 (the Form 10-Q), filed
with the U.S. Securities and Exchange Commission on March 20, 2012, solely to correct an error on the cover page. The cover page
of the Form 10-Q incorrectly checked the “yes” box in response to the question of whether the Registrant was a “shell”
corporation. The cover page of this Form 10-Q/A correctly checks the “No” box in response to that question; the corrected
designation is consistent with filings prior to the Form 10-K for the year ended October 31, 2011.





This Form 10-Q/A should be read in conjunction with the original
Form 10-Q, which continues to speak as of the date of the Form 10-Q. Except as specifically noted above, this Form 10-Q/A does
not modify or update disclosures in the original Form 10-Q. Accordingly, this Form 10-Q/A does not reflect events occurring after
the filing of the Form 10-Q or modify or update any related or other disclosures.





Item 6. Exhibits



|Exhibit Number | Exhibit Description                                                                                                                                                                                              
|-------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|31.1           | Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) promulgated under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|31.2           | Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) promulgated under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002















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: June 6, 2012 | /s/ Kenneth A. Goggans                               
|                   | Kenneth A. Goggans                                   
|                   | Chief Executive Officer, President, and Sole Director
|                   |                                                      
|Date: June 6, 2012 | /s/ Max Elghandour                                   
|                   | Max Elghandour                                       
|                   | Chief Financial Officer and Treasurer