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 endedApril
30, 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.

Yes x
   No  ̈



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



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



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



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



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



Table of Contents



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





2











RICHLAND RESOURCES CORP.

(Formerly Shengrui Resources Co. Ltd.)

(A Development Stage Company)

UNAUDITED BALANCE SHEETS

(Expressed in US Dollars)





|                                                                           |  | As of 
April 30, 
2012 |            |   | As of 
October 31, 
2011 |  
|-------------------------------------------------------------------------- |  | ---------------------- | ---------- | - | ------------------------ | -
|ASSETS                                                                     |  |                        |            |   |                          |  
|                                                                           |  |                        |            |   |                          |  
|Current assets                                                             |  |                        |            |   |                          |  
|Cash                                                                       |  | $                      | 1,705      |   |                          | $
|Total current assets                                                       |  |                        | 1,705      |   |                          |  
|                                                                           |  |                        |            |   |                          |  
|Other assets                                                               |  |                        |            |   |                          |  
|Deposits                                                                   |  |                        | 10,500     |   |                          |  
|Total other assets                                                         |  |                        | 10,500     |   |                          |  
|                                                                           |  |                        |            |   |                          |  
|Total assets                                                               |  | $                      | 12,205     |   |                          | $
|                                                                           |  |                        |            |   |                          |  
|LIABILITIES                                                                |  |                        |            |   |                          |  
|                                                                           |  |                        |            |   |                          |  
|Current                                                                    |  |                        |            |   |                          |  
|Due to related parties                                                     |  | $                      | 860,766    |   |                          | $
|Accounts payable and accrued liabilities                                   |  |                        | 44,322     |   |                          |  
|                                                                           |  |                        |            |   |                          |  
|Total Liabilities                                                          |  |                        | 905,088    |   |                          |  
|                                                                           |  |                        |            |   |                          |  
|COMMITMENTS AND CONTINGENCIES (NOTES 1 and 5)                              |  |                        |            |   |                          |  
|                                                                           |  |                        |            |   |                          |  
|SHAREHOLDERS' DEFICIT                                                      |  |                        |            |   |                          |  
|Common stock - 100,000,000 shares authorized, $0,0001 par value, 5,456,400 |  |                        |            |   |                          |  
|shares issued and outstanding at April 30, 2012 and October 31, 2011       |  |                        | 546        |   |                          |  
|Additional
    paid-in capital                                             |  |                        | 793,633    |   |                          |  
|Accumulated deficit                                                        |  |                        | (1,687,062 | ) |                          |  
|Total
    shareholders’ deficit                                            |  |                        | (892,883   | ) |                          |  
|Total
    liabilities and shareholders’ deficit                            |  | $                      | 12,205     |   |                          | $







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





F-1









RICHLAND RESOURCES CORP.

(Formerly Shengrui Resources Co. Ltd.)

(A Development Stage Company)

UNAUDITED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Expressed in US Dollars)





|                                              |  | Period from Inception on October 31, 2006 to April 30, 2012 |            |   | For the three months ended April 30,  2012 |   |           | For the three months ended April 30, 2011 |  |   | For the six months ended April 30, 2012 |   |  | For the six months ended April 30, 2011 |          
|--------------------------------------------- |  | ----------------------------------------------------------- | ---------- | - | ------------------------------------------ | - | --------- | ----------------------------------------- |  | - | --------------------------------------- | - |  | --------------------------------------- | ---------
|                                              |  |                                                             |            |   |                                            |   |           |                                           |  |   |                                         |   |  |                                         |          
|Expenses                                      |  |                                                             |            |   |                                            |   |           |                                           |  |   |                                         |   |  |                                         |          
|General and administrative expenses           |  | $                                                           | 16.676     |   |                                            | $ | 12,284    |                                           |  |   |                                         |   |  | $                                       | 12,636   
|Management fees                               |  |                                                             | 13,500     |   |                                            |   |           |                                           |  |   |                                         |   |  |                                         |          
|Rent                                          |  |                                                             | 273,648    |   |                                            |   | 185,958   |                                           |  |   |                                         |   |  |                                         | 260,148  
|Stock -based compensation                     |  |                                                             | 449,550    |   |                                            |   |           |                                           |  |   |                                         |   |  |                                         |          
|Professional fees                             |  |                                                             | 413,353    |   |                                            |   | 31,101    |                                           |  |   | 21,950                                  |   |  |                                         | 63,950   
|Bank charges and interest                     |  |                                                             | 647        |   |                                            |   |           |                                           |  |   |                                         |   |  |                                         |          
|Foreign exchange loss                         |  |                                                             | 4,302      |   |                                            |   |           |                                           |  |   |                                         |   |  |                                         |          
|Telephone and Telecom                         |  |                                                             | 17,036     |   |                                            |   | 11,820    |                                           |  |   |                                         |   |  |                                         | 17,036   
|Salaries and wages                            |  |                                                             | 489,350    |   |                                            |   | 324,116   |                                           |  |   |                                         |   |  |                                         | 489,350  
|Total Expenses                                |  |                                                             | 1,678,062  |   |                                            |   | 565,479   |                                           |  |   | 21,950                                  |   |  |                                         | 843,121  
|Loss before other items                       |  |                                                             | (1,678,062 | ) |                                            |   | (565,479  | )                                         |  |   | (21,950                                 | ) |  |                                         | (843,120 
|Write-off of exploration advances             |  |                                                             | (20,000    | ) |                                            |   |           |                                           |  |   |                                         |   |  |                                         |          
|Write-off of exploration costs                |  |                                                             | (25,000    | ) |                                            |   |           |                                           |  |   |                                         |   |  |                                         |          
|Gain on settlement of debt                    |  |                                                             | 36,000     |   |                                            |   |           |                                           |  |   |                                         |   |  |                                         |          
|                                              |  |                                                             |            |   |                                            |   |           |                                           |  |   |                                         |   |  |                                         |          
|Net loss for the period                       |  | $                                                           | (1,687,062 | ) |                                            | $ | (565,479  | )                                         |  |   | (21,950                                 | ) |  |                                         | (843,120 
|                                              |  |                                                             |            |   |                                            |   |           |                                           |  |   |                                         |   |  |                                         |          
|                                              |  |                                                             |            |   |                                            |   |           |                                           |  |   |                                         |   |  |                                         |          
|Loss per share                                |  |                                                             |            |   |                                            |   |           |                                           |  |   |                                         |   |  |                                         |          
|Basic and diluted                             |  |                                                             |            |   |                                            | $ | (0.10     | )                                         |  | $ | (0.00                                   | ) |  | $                                       | (0.15    
|Weighted average number of shares outstanding |  |                                                             |            |   |                                            |   | 5,456,000 |                                           |  |   | 5,456,000                               |   |  |                                         | 5,456,000









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





F-2









RICHLAND RESOURCES CORP.

(Formerly Shengrui Resources Co. Ltd.)

(A Development Stage Company)

UNAUDITED STATEMENTS OF CASH FLOWS

(Expressed in US Dollars)





|                                                          |  | Period
    from inception on October 31, 2006 to April 30, 2012 |            |   | For
    the six months ended April 30, 2012 |   |          | For
    the six months ended April 30, 2011 | 
|--------------------------------------------------------- |  | --------------------------------------------------------------- | ---------- | - | ------------------------------------------- | - | -------- | ------------------------------------------- | 
|Cash
    flow from operating activities                   |  |                                                                 |            |   |                                             |   |          |                                             | 
|Net gain (loss)
    and comprehensive loss for the period |  | $                                                               | (1,687,062 | ) |                                             | $ | (843,120 | )                                           | 
|Add back non cash operating
    activities                |  |                                                                 |            |   |                                             |   |          |                                             | 
|Donated rent and other
    services                       |  |                                                                 | 52,000     |   |                                             |   |          |                                             | 
|Write off of exploration
    advances                     |  |                                                                 | 20,000     |   |                                             |   |          |                                             | 
|Consulting fees                                           |  |                                                                 | 25,930     |   |                                             |   |          |                                             | 
|Gain on Settlement of
    Debt                            |  |                                                                 | (36,000    | ) |                                             |   |          |                                             | 
|Stock based compensation                                  |  |                                                                 | 449,550    |   |                                             |   |          |                                             | 
|Changes in operating working
    capital                  |  |                                                                 |            |   |                                             |   |          |                                             | 
|Other
    assets                                          |  |                                                                 | (10,500    | ) |                                             |   | (10,500  | )                                           | 
|Exploration advances                                      |  |                                                                 | (20,000    | ) |                                             |   |          |                                             | 
|Accounts payable and accrued
    liabilities              |  |                                                                 | 149,278    |   |                                             |   | 44,322   |                                             | 
|Due
    from related parties                              |  |                                                                 | 917,838    |   |                                             |   | 811,003  |                                             | 
|Net cash used in
    operating activities                 |  |                                                                 | (138,966   | ) |                                             |   | 1,705    |                                             | 
|Cash
    flow from investing activities                   |  |                                                                 |            |   |                                             |   |          |                                             | 
|Acquisition of oil
    and gas properties                 |  |                                                                 | (50,930    | ) |                                             |   |          |                                             | 
|                                                          |  |                                                                 |            |   |                                             |   |          |                                             | 
|Cash
    flow from financing activities                   |  |                                                                 |            |   |                                             |   |          |                                             | 
|Advances from related
    parties                         |  |                                                                 | 91,511     |   |                                             |   |          |                                             | 
|Capital stock subscribed                                  |  |                                                                 | 71,660     |   |                                             |   |          |                                             | 
|Proceeds from the
    issuance of capital stock           |  |                                                                 | 42,780     |   |                                             |   |          |                                             | 
|Repurchase
    of capital stock                           |  |                                                                 | (14,350    | ) |                                             |   |          |                                             | 
|Cash
    provided by financing activities                 |  |                                                                 | 191,601    |   |                                             |   | 0        |                                             | 
|Net
    change in cash during the period                  |  |                                                                 | 1,705      |   |                                             |   | 1,705    |                                             | 
|Cash
    beginning of the period                          |  |                                                                 | 0          |   |                                             |   | 0        |                                             | 
|Cash
    end of the period                                |  | $                                                               | 1,705      |   |                                             | $ | 1,705    |                                             | 







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





F-3









RICHLAND RESOURCES CORP.

(Formerly Shengrui Resources Co. Ltd)

(A Development Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

(Expressed in US Dollars)

January 31, 2012







1.ORGANIZATION, NATURE OF OPERATIONS AND GOING CONCERN



Richland Resources Corp. (formerly Shengrui
Resources Co. Ltd. and Double Halo Resources Inc.) (the “Company”) 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 business
is the acquisition and development of oil and natural gas.



These financial statements have been prepared on a going concern
basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business.
The Company has never generated revenues since inception. 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. The Company has accumulated losses of $1,687,062 since inception and has
minimal assets. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These
financial statements do not include any adjustments to the classification or amounts of liabilities that might be necessary should
the Company be unable to continue as a going concern.



2. SIGNIFICANT ACCOUNTING POLICIES



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.



Based on our current level of operating
activities, our critical accounting policies are limited to estimating liabilities and costs incurred. As of April 30, 2012, we
had cash accounts with a bank. However, most of our operating costs are funded by a company under common ownership. We record liabilities
to the company under common ownership based on those charges incurred on our behalf.



3. RELATED PARTY TRANSACTIONS



For the three month periods ended April
30, 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 April 30, 2012, the Company was indebted to a
company with directors in common for $860,766, representing expenditures paid on behalf of the Company. This amount is unsecured,
non-interest bearing, due on demand and has no specific terms of repayment. Substantially all of our operating expenses listed
on our statements of operations are incurred under this informal arrangement.



For the three months ended April 30, 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-4









4. CORRECTION OF ERROR IN PREVIOUSLY
ISSUED FINANCIAL STATEMENTS



Subsequent to filing our quarterly report
on Form 10-Q for the period ended April 30, 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 April 30, 2011 (the effects on our statement
of cash flows for the three months and six months ended April 30, 2011 were inconsequential).



|Quarter Ending April 30, 2012                              |  | As Originally Reported |           |  | As Restated |   |           | Effect of Correction | 
|---------------------------------------------------------- |  | ---------------------- | --------- |  | ----------- | - | --------- | -------------------- | 
|                                                           |  |                        |           |  |             |   |           |                      | 
|OPERATING COSTS AND EXPENSES                               |  |                        |           |  |             |   |           |                      | 
|Professional fees                                          |  | $                      | -0-       |  |             | $ | 21,950    |                      | 
|Total operating costs and expenses                         |  |                        | -0-       |  |             |   | 21,950    |                      | 
|Operating loss                                             |  |                        | -0-       |  |             |   | (21,950   | )                    | 
|Net income (loss)                                          |  | $                      | -0-       |  |             | $ | (21,950   | )                    | 
|Earnings (loss) per share,
    basic and diluted           |  | $                      | -0-       |  |             | $ | (.00      | )                    | 
|Weighted average shares outstanding, basic and
    diluted |  |                        | 5,456,000 |  |             |   | 5,456,000 |                      | 





|Six Months Ending
    April 30, 2012                       |  | As
    Originally Reported |           |   | As
    Restated |   |           | Effect
    of Correction | 
|---------------------------------------------------------- |  | -------------------------- | --------- | - | --------------- | - | --------- | ------------------------ | 
|                                                           |  |                            |           |   |                 |   |           |                          | 
|                                                           |  |                            |           |   |                 |   |           |                          | 
|OPERATING COSTS AND EXPENSES                               |  |                            |           |   |                 |   |           |                          | 
|Professional fees                                          |  | $                          | 9,877     |   |                 | $ | 31,827    |                          | 
|Total
    operating costs and expenses                     |  |                            | 9,877     |   |                 |   | 31,827    |                          | 
|Operating loss                                             |  |                            | (9,877    | ) |                 |   | (31,827   | )                        | 
|Gain on settlement of debt                                 |  |                            | 36,068    |   |                 |   | 0         |                          | 
|Net
    income (loss)                                      |  | $                          | 26,191    |   |                 | $ | (31,827   | )                        | 
|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 entered into a non-cancelable operating
lease for our Rockwall, Texas office space during the three-months ended April 30, 2012. Our lease expires March 31, 2015, and
future minimum rentals under our lease were as follows as of April 30, 2012:





|Years ending October 31: |  |   |        
|------------------------ |  | - | -------
|2012                     |  | $ | 76,500 
|2013                     |  |   | 148,500
|2014                     |  |   | 99,000 
|2015                     |  |   | 41,250 
|Total                    |  | $ | 365,250





F-5







6. SUBSEQUENT EVENTS



On May 4, 2012, we executed an order
for approximately $28 million in oil and gas field services equipment. We are attempting to secure financing to pay for our
order.





* * * * * * * *





F-6







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.



During the second quarter of 2012, after
considerable discussions and research by the management team, the management team headed by the chief executive officer and chief
financial officer has reached a decision to enter the oil and gas Fracing business. The driving force behind the decision was the
synergy achieved by creating a vertically integrated company combining acquisition and development of oil and natural gas properties
and Fracing services. The company acted swiftly on the establishment of the Fracing division and documented necessary infrastructure.
The main elements necessary to run a Fracing division are the equipment followed by labor and materials. Consequently, the company
placed an order with Surefire industries covering two complete Fracing fleets at a cost of approximately $28 Million, additional
equipment necessary prior to the mobilization of the fleets was estimated at approximately, $7 Million which have been identified
and negotiated with local vendors but orders have not been issued as of to date. The company intends to finance its Fracing business
through partners in a joint venture agreement as well as raising capital through debt or equity. As of June 6, 2012, the company
has not formalized any financing arrangements with partners or other resources.



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 raised
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.



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 April 30,
2012



For the three months ended April 30, 2012,
we did not generate any revenues and we had a net loss of $565,479 compared to a net loss of $21,950 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 April 30, 2012 amounted to $0.10, compared to a net loss per share of $0.00 for the same period
in fiscal 2011.





3







Our total expenses for the three
months ended April 30, 2012 were $565,479, compared to total expenses of $21,950 for the same period in fiscal 2011, for a
net increase of approximately $543,529. Our total expenses for the three months ended April 30, 2012 consisted of $31,301 in
professional fees, $185,958 in rent, $11,820 in telephone and telecom charges, $324,116 in salaries and wages and $12,284 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 Six Months Ended April 30,
2012



For the six months ended April 30, 2012,
we did not generate any revenues and we had a net loss of $843,121 compared to a net loss of $31,827 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 six months ended April 30, 2012 amounted to $0.16, compared to a net loss per share of $0.006 for the same period in fiscal
2011.



Our total expenses for the six months
ended April 30, 2012 were $843,120, compared to total expenses of $31,827 for the same period in fiscal 2011, for a net
increase of approximately $811,293. Our total expenses for the six months ended April 30, 2012 consisted of $63,950 in
professional fees, $260,148 in rent, $17,036 in telephone and telecom charges, $489,350 in salaries and wages and $12,636 in
miscellaneous general and administrative expenses. We had professional fees of $31,827 during the same period in fiscal 2011.
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 Period from October 31, 2006
(Date of Inception) to April 30, 2012



From our inception on October 31, 2006 to
April 30, 2012 we did not generate any revenues and we incurred a net loss of $1,687,062.



From our inception on October 31, 2006 to
April 30, 2012, we incurred total expenses of $1,687,062, including $413,353 in professional fees, $13,500 in management fees,
$273,648 in rent, $449,550 in stock-based compensation, $4,302 in foreign exchange losses, $647 in bank charges and interest, $489,350
in salaries, wages and benefits, and $16,676 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.



On April 1, 2012 the company entered into an Office Building
lease with Daiker Partners Ltd. Of 2255 Ridge Road, Suite 100, Rockwall, Texas. The lease term is 3 years with option to terminate
after 18 months providing a four months prior notice has been served.

The lease is accounted for as an operating lease, monthly rental
charge is either, option (1) $10, 500 for 3 years or option (2) $12,750 for the first 18 months and $8,250 for the second 18 months.
Company has elected option (2) as it contemplates that planned increased activities will result in an increase in the head count
and therefore increase in the office space requirement in the near future.



After company decision to enter the oil and gas Fracing service,
an order with Surefire industries was issued for the first two fleets at an estimated cost of $28 million.



Liquidity and Capital Resources



We have limited operational history. As
of April 30, 2012, we had minimal cash or cash equivalents, $905,088 in total liabilities and a working capital deficit of $903,383.
As of April 30, 2012, we had an accumulated deficit of $1,687,062.



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 $1,687,062 from our inception
on October 30, 2006 to April 30, 2012 was funded by equity financing and advances from related parties.





4







During the three months ended April 30,
2012 and 2011 we did not generate significant cash flow from operating, investing or financing activities.



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



We continue our efforts to negotiate farmout
agreement with independent mineral owners, under which we plan to drill our first four wells. Our plans for the next 12 months
are to drill six wells at a total cost of approximately $26.5 Million. We estimate that we will spend approximately $1.8 million
on general and administrative expenses. Our general and administrative expenses for the year will consist of salaries and wages,
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.



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.





5







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 April 30, 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 April 30, 2012.



Changes in Internal Control



During the three months ended April 30,
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.





6









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



None.



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                   
|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: 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                





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