Attached files
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| EX-31.1 - Richland Resources Corp. | v236088_ex31-1.htm |
| EX-32.1 - Richland Resources Corp. | v236088_ex32-1.htm |
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 July 31, 2011
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: 000-53575
Richland Resources Corp.
(Exact name of registrant as specified in its charter)
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Nevada
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None
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(State or other jurisdiction of incorporation or
organization)
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(I.R.S. Employer Identification No.)
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1513 Houston Street
Sulphur Springs, Texas 75482
(Address of principal executive offices)
(903) 439-6400
(Registrant’s telephone number, including area code)
Shengrui Resources Co. Ltd.
(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 þ 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 þ No o
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 company þ
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ
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 September 9, 2011, the registrant’s outstanding common stock consisted of 5,456,400 shares.
TABLE OF CONTENTS
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PART I - FINANCIAL INFORMATION
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2
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Item 1. Financial Statements
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2
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
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10
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
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12
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PART II – OTHER INFORMATION
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13
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Item 1. Legal Proceedings
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13
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Item 1A. Risk Factors
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
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13
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Item 3. Defaults Upon Senior Securities
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13
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Item 4. Removed and Reserved
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13
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Item 5. Other Information
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13
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Item 6. Exhibits
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13
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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
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Condensed Balance Sheets
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3
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Condensed Statements of Operations
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4
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Condensed Statements of Cash Flows
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5
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Condensed Statements of Shareholders' Deficiency
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6
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Notes to the Condensed Financial Statements
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7
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RICHLAND RESOURCES CORP.
(Formerly Shengrui Resources Co. Ltd.)
(An Exploration Stage Company)
CONDENSED BALANCE SHEETS
(Expressed in US Dollars)
The accompanying notes are an integral part of these condensed financial statements.
RICHLAND RESOURCES CORP.
(Formerly Shengrui Resources Co. Ltd.)
(An Exploration Stage Company)
CONDENSED STATEMENTS OF OPERATIONS (Unaudited)
(Expressed in US Dollars)
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Period from
inception
on October
31, 2006 to
July 31, 2011
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For the three
months
ended
July 31, 2011
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For the three
months
ended
July 31, 2010
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For the nine
months
ended
July 31, 2011
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For the nine
months
ended
July 31, 2010
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||||||||||||||||
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Expenses
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General and administrative expenses
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$ | 4,040 | $ | 0 | $ | 0 | $ | 0 | $ | 319 | ||||||||||
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Management fees
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13,500 | 0 | 0 | 0 | 0 | |||||||||||||||
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Rent
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13,500 | 0 | 0 | 0 | 0 | |||||||||||||||
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Stock-based compensation
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449,550 | 0 | 0 | 0 | 0 | |||||||||||||||
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Professional fees
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309,517 | 0 | 30,170 | 9,877 | 72,786 | |||||||||||||||
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Bank charges and interest
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647 | 0 | 0 | 0 | 0 | |||||||||||||||
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Foreign exchange loss
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4,302 | 0 | 0 | 0 | 0 | |||||||||||||||
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Total Expenses
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795,056 | 0 | 30,170 | 9,877 | 73,105 | |||||||||||||||
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Operating loss
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(795,056 | ) | 0 | (30,170 | ) | (9,877 | ) | (73,105 | ) | |||||||||||
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Write-off of exploration advances
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(20,000 | ) | 0 | 0 | 0 | 0 | ||||||||||||||
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Gain on settlement of debt
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72,068 | 0 | 36,068 | 0 | ||||||||||||||||
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Write-off of exploration costs
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(25,000 | ) | 0 | 0 | 0 | 0 | ||||||||||||||
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Net Income (loss) for the period
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(767,988 | ) | 0 | (30,170 | ) | 26,191 | (73,105 | ) | ||||||||||||
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Deficit, beginning of the period
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0 | (767,988 | ) | (768,497 | ) | (794,179 | ) | (725,562 | ) | |||||||||||
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Deficit, end of the period
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$ | (767,988 | ) | $ | (767,988 | ) | $ | (798,667 | ) | $ | (767,988 | ) | $ | (798,667 | ) | |||||
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Earnings (loss) per share
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||||||||||||||||||||
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Basic
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$ | (0.000 | ) | $ | (0.005 | ) | $ | (0.005 | ) | $ | (0.01 | ) | ||||||||
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Weighted average number of shares outstanding
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5,456,000 | 5,456,000 | 5,456,000 | 5,456,000 | ||||||||||||||||
The accompanying notes are an integral part of these financial statements.
RICHLAND RESOURCES CORP.
(Formerly Shengrui Resources Co. Ltd.)
(An Exploration Stage Company)
CONDENSED STATEMENT OF CASH FLOWS
(Expressed in US Dollars)
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Period from
inception on
October 31,
2006 to
July 31,
2011
(Unaudited)
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For the nine
months ended
July 31,
2011
(Unaudited)
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For the nine
months ended
July 31,
2010
(Unaudited)
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||||||||||
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Cash flow from operating activities
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Net income (loss) for the period
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$ | (767,988 | ) | $ | 26,191 | $ | (73,105 | ) | ||||
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Add back non-cash operating activities:
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Gain on settlement of debt
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(72,068 | ) | (36,068 | ) | 0 | |||||||
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Donated rent
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13,500 | 0 | 0 | |||||||||
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Donated services
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13,500 | 0 | 0 | |||||||||
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Write-off of exploration advances
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20,000 | 0 | 0 | |||||||||
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Consulting fees
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25,930 | 0 | 0 | |||||||||
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Stock-based compensation
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449,550 | 0 | 0 | |||||||||
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Write-off of exploration costs
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25,000 | 0 | 0 | |||||||||
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Changes in non-cash working capital
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Exploration advances
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(20,000 | ) | 0 | 0 | ||||||||
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Accounts payable and accrued liabilities
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114,833 | 9,877 | 12,911 | |||||||||
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Net cash used in operating activities
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(140,671 | ) | 0 | (60,194 | ) | |||||||
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Cash flow from investing activities
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Acquisition of oil and gas properties
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(50,930 | ) | 0 | 0 | ||||||||
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Net cash used in investing activities
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(50,930 | ) | 0 | 0 | ||||||||
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Cash flow from financing activities
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Advances from related parties
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91,511 | 0 | 59,875 | |||||||||
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Capital stock subscribed
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71,660 | 0 | 0 | |||||||||
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Proceeds from the issuance of capital stock
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42,780 | 0 | 0 | |||||||||
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Repurchase of capital stock
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(14,350 | ) | 0 | 0 | ||||||||
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Net cash provided by financing activities
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191,601 | 0 | 59,875 | |||||||||
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Net change in cash and cash equivalents during the period
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0 | 0 | (319 | ) | ||||||||
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Cash and cash equivalents, beginning of period
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0 | 0 | 319 | |||||||||
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Cash and cash equivalents, end of period
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$ | 0 | $ | 0 | $ | 0 | ||||||
The accompanying notes are an integral part of these condensed financial statements.
RICHLAND RESOURCES CORP.
(Formerly Shengrui Resources Co. Ltd.)
(An Exploration Stage Company)
CONDENSED STATEMENTS OF SHAREHOLDERS’ DEFICIENCY
(Expressed in US Dollars)
(Unaudited)
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Common stock
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Additional
Paid
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Common stock
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Deficit
accumulated during the
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Total shareholders’
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||||||||||||||||||||
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Number of Shares
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Amount
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in Capital
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subscribed
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exploration stage
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(deficiency)
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Balance, October 31, 2009
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5,456,400 | $ | 546 | $ | 622,177 | $ | 0 | $ | (725,562 | ) | $ | (102,839 | ) | |||||||||||
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Net loss
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(68,617 | ) | (68,617 | ) | ||||||||||||||||||||
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Balance October 31, 2010
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5,456,400 | 546 | 622,177 | 0 | (794,179 | ) | (171,456 | ) | ||||||||||||||||
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Forgiveness of related party debt
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116,610 | 116,610 | ||||||||||||||||||||||
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Net income
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26,191 | 26,191 | ||||||||||||||||||||||
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Balance, July 31, 2011
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5,456,400 | $ | 546 | $ | 738,787 | $ | 0 | $ | (767,988 | ) | $ | 28,655 | ||||||||||||
The accompanying notes are an integral part of these condensed financial statements.
RICHLAND RESOURCES CORP.
(Formerly Shengrui Resources Co. Ltd)
(An Exploration Stage Company)
NOTES TO THE CONDENSED FINANCIAL STATEMENTS
(Expressed in US Dollars)
July 31, 2011
1. NATURE AND CONTINUANCE OF OPERATIONS
Richland Resources Corp. (formerly Shengrui Resources Co. Ltd.) (the “Company”) was incorporated in the State of Nevada on October 30, 2006. The Company is an Exploration Stage Company. The Company’s principal business is the acquisition and exploration of oil and gas resources. It is currently assessing its strategy for the future.
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 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 July 31, 2011, the Company has accumulated losses of $767,988 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.
2. SIGNIFICANT ACCOUNTING POLICIES
The accompanying unaudited condensed 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 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, 2010. 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.
Recent accounting pronouncements
In January 2010, the FASB issued ASU 2010-06, “Improving Disclosures about Fair Value measurements,” which amends ASC 820, “Fair Value Measures and Disclosures”. ASU 2010-06 requires disclosure of transfers into and out of Level 1 and Level 2 fair value measurements, and also requires more detailed disclosure about the activity within Level 3 fair value measurements. The changes to the ASC as a result of this update are effective for annual and interim reporting periods beginning after December 15, 2009, except for requirements related to Level 3 disclosures, which are effective for annual and interim reporting periods beginning after December 15, 2010. This guidance requires new disclosures only, and had no impact on our financial statements.
In February 2010, the FASB issued ASU 2010-09, “Subsequent Events (Topic 855)”. This update provides amendments to Subtopic 855-10-50-4 and related guidance within U.S. GAAP to clarify that an SEC registrant is not required to disclose the date through which subsequent events have been evaluated. This change alleviates potential conflicts between Subtopic 855-10 and the SEC’s requirements. The Company has adopted this standard and it had no impact on its financial statements.
2. SIGNIFICANT ACCOUNTING POLICIES (continued)
In April 2010, the FASB issued ASU 2010-13, Compensation – Stock Compensation (Topic 718), amending ASC 718. ASU 2010-13 clarifies that a share-based payment award with an exercise price denominated in the currency of a market in which the entity's equity securities trade should not be classified as a liability if it otherwise qualifies as equity. ASU 2010-13 also improves GAAP by improving consistency in financial reporting by eliminating diversity in practice. ASU 2010-13 is effective for interim and annual reporting periods beginning after December 15, 2010 (November 1, 2011 for the Company). The Company does not expect its adoption to have a material impact on the Company's financial reporting and disclosures.
In December 2010, the FASB issued ASU 2010-29, which contains updated accounting guidance to clarify the acquisition date that should be used for reporting pro forma financial information when comparative financial statements are issued. This update requires that a company should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. This update also requires disclosure of the nature and amount of material, nonrecurring pro forma adjustments. The provisions of this update, which are to be applied prospectively, are effective for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2010, with early adoption permitted. The impact of this update on the Company’s financial statements will depend on the size and nature of future business combinations.
3. RELATED PARTY TRANSACTIONS
During the period, the Company settled existing debt as follows:
a) $116,610 due to a Company controlled by a former director. This amount was recorded as a capital contribution on forgiveness of the balance.
4. 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 stock 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 shares 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 common shares for cash consideration of $14,350, which were surrendered for cancellation pursuant to rescission agreements dated October 23, 2008.
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 exploration of oil and gas properties.
Our common stock is quoted on the Pink Sheets over-the-counter market under the symbol “RRCH”.
Going Concern
Our financial statements for the nine months ended July 31, 2011, 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 our inception, and rely upon advances from related parties and the sale of securities 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. 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 when our revenues have reached a level able to sustain our business operations.
Results of Operations
Results of Operations for the Three Months Ended July 31, 2011
For the three months ended July 31, 2011, we did not generate any revenues or incur any expenses, compared to a net loss of $30,170 for the same period in fiscal 2010. Our net income per share for the three months ended July 31, 2011, was $0.00, compared to a net loss per share of $0.01 for the same period in fiscal 2010.
Our total expenses for the three months ended July 31, 2011, were $0, compared to total expenses of $30,170 for the same period in fiscal 2010. Total expenses for the three months ended July 31, 2010 consisted of $30,170 in professional fees.
Results of Operations for the Nine months Ended July 31, 2011
For the nine months ended July 31, 2011 we did not generate any revenues and we recorded a net income of $26,191, compared to a net loss of $69,825 for the same period in fiscal 2010. The reason for the 2011 net income is the recognition of a $36,068 gain on the settlement of debt offset by $9,877 in professional fees. Our net income per share for the nine months ended July 31, 2011 was $0.005, compared to a net loss per share of $0.01 for the same period in fiscal 2010.
Our total expenses for the nine months ended July 31, 2011 were $9,877, compared to total expenses of $73,105 for the same period in fiscal 2010. Our total expenses for the nine months ended July 31, 2011 consisted of $9,877 in professional fees, whereas our total expenses for the same period in fiscal 2010 consisted primarily of $72,786 in professional fees.
Results of Operations for the Period from October 31, 2006 (Date of Inception) to July 31, 2011
From our inception on October 31, 2006 to July 31, 2011, we did not generate any revenues and we incurred a net loss of $767,988.
From our inception on October 31, 2006 to July 31, 2011, we incurred total expenses of $795,056, including $309,517 in professional fees, $13,500 in management fees, $13,500 in rent, $449,550 in stock-based compensation, $4,302 in foreign exchange losses, $647 in bank charges and interest and $4,040 in general and administrative expenses. We also received $72,068 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 a property located in Worsley, Alberta to expire and wrote off $20,000 in exploration advances as we determined that it was not feasible to continue exploring and developing the oil and gas properties in which we held an interest.
Liquidity and Capital Resources
We have limited operational history. As of July 31, 2011, we had no cash or cash equivalents, $28,655 in total liabilities and a working capital deficit of $28,655. As of July 31, 2011, we had an accumulated deficit of $767,988.
We are solely dependent on the funds raised through our equity financing and from our shareholders. Our net loss of $767,988 from our inception on October 31, 2006, to July 31, 2011, was funded by equity financing and shareholder advances. Since our inception on October 31, 2006, we have raised net proceeds of $100,090 in cash from the sale of our securities.
From our inception on October 31, 2006 to July 31, 2011, we spent $140,671 on operating activities, including $13,500 in donated rent, $13,500 in donated services, $20,000 in the write-off of exploration advances, $25,930 in consulting fees, $449,550 in stock-based compensation, $25,000 in the write-off of exploration costs and $114,833 in accounts payable. During that time, we also received $72,068 in the form of a gain on the settlement of debt and $20,000 in exploration advances.
During the nine months ended July 31, 2011, we spent $0 on operating activities. During the same period in fiscal 2010 we spent $60,194 on operating activities, offset by an increase of $12,911 in accounts payable.
From our inception on October 31, 2006 to July 31, 2011 we spent $50,930 on investing activities. We did not spend any money on investing activities during the three months ended July 31, 2011 or 2010. All of our investing activities since inception were related to the acquisition of oil and gas properties.
From our inception to July 31, 2011 filing, we received $191,601 from financing activities, including $42,780 in proceeds from the issuance of our common stock, $71,660 from subscriptions for our common stock and $91,511 in advances from related parties. From our inception on October 31, 2006 to July 31, 2011 we also spent $14,350 on repurchases of our common stock.
During the nine months ended July 31, 2011, we received no cash flow from financing activities. During the same period in fiscal 2010 we received $59,875 from financing activities, all of which was in the form of advances from related parties
Our decrease in cash for the three months ended July 31, 2011 was $0.
For the next 12 months we intend to seek financing to acquire and develop oil and gas properties in the United States.
Our general and administrative expenses for the next year (anticipated to be approximately $650,000) will consists primarily payroll, professional fees, transfer agent fees, investor relations expenses and general office expenses. The professional fees are related to our regulatory filings throughout the year and the acquisition of any company in which we may acquire an interest.
If we secure less than the full amount of the financing required to acquire significant oil and gas properties, 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 intend to raise the balance of our cash requirements for the next 12 months from financial institutions, private placements, loans from related parties or possibly a registered public offering (either self-underwritten or through a broker-dealer). At this time we do not have a commitment from any broker-dealer 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 planned exploration activities. In the absence of such financing, we will not be able to acquire and oil and gas properties to the extent that we would like, and we may be forced to abandon our business plan.
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.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Item 4A. 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 are 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.
Changes in Internal Control
During the three months ended July 31, 2011, 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.
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
Item 3. Defaults Upon Senior Securities
Item 4. Removed and Reserved
Item 5. Other Information
Item 6. Exhibits
|
Exhibit Number
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Exhibit Description
|
|
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3.1
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Certificate of Amendment to Articles of Incorporation of April 4, 2011, is hereby incorporated herein by reference to Exhibit 3.1 to the Form 8-K current report of the Company dated April 4, 2011.
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31.1
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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
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32.1
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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
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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.
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Richland Resources Corp.
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(Registrant)
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Date: September 21, 2011
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/s/ Kenneth A. Goggans
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Kenneth A. Goggans
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Chief Executive Officer, President, Treasurer, Chief Financial Officer, Secretary and Director
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