UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 November 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: 000-53213
XIAN RESOURCES, LTD
(Exact name of registrant as specified in its charter)
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Colorado |
| 26-2666503 |
(State or other jurisdiction of incorporation) |
| (IRS Employer Identification Number) |
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1175 Osage, Suite 204 Denver, CO 80204 | ||
(Address of principal executive offices) | ||
303-623-5400 | ||
(Registrants telephone number, including area code) | ||
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(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 shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [ X ] Yes [ ] 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.
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Large accelerated filer [ ] | Accelerated filer [ ] |
Non-accelerated filer [ ] (Do not check if a smaller reporting company) | 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).
[ X ] Yes [ ] No
As of January 14, 2013 the Issuer had 1,320,000 shares of common stock issued and outstanding.
PART I-FINANCIAL INFORMATION
ITEM 1.
FINANCIAL STATEMENTS.
The financial statements of Xian Resources, Ltd., (the "Company"), a Colorado corporation, included herein were prepared, without audit, pursuant to rules and regulations of the Securities and Exchange Commission. Because certain information and notes normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America were condensed or omitted pursuant to such rules and regulations, these financial statements should be read in conjunction with the financial statements and notes thereto included in the financial statements of the Company for the fiscal year ended May 31, 2012, as included in the Company's annual report on Form 10-K.
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XIAN RESOURCES, LTD
FINANCIAL STATEMENTS
PERIOD ENDED NOVEMBER 30, 2012
INDEX TO FINANCIAL STATEMENTS: | PAGE |
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Balance Sheets (Unaudited) | 4 |
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Statements of Income Operations (Unaudited) | 5-6 |
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Statements of Cash Flows (Unaudited) | 7 |
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Notes to Financial Statements (Unaudited) | 8-10 |
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XIAN RESOURCES, LTD. | ||||
(A Development Stage Company) | ||||
BALANCE SHEETS | ||||
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| November 30, 2012 |
| May 31, 2012 |
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ASSETS |
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| Current assets |
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| Cash | $ 827 |
| $ 593 |
| Total current assets | 827 |
| 593 |
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| Total Assets | $ 827 |
| $ 593 |
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LIABILITIES & |
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STOCKHOLDERS' EQUITY (DEFICIT) |
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| Current liabilities |
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| Accounts Payable | $ 8,317 |
| $ 5,902 |
| Loan Payable - Related parties | 9,750 |
| 9,750 |
| Total current liabilities | 18,067 |
| 15,652 |
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| Stockholders' Deficit |
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| Preferred stock, no par value; |
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| 10,000,000 shares authorized; |
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| none issued and outstanding | - |
| - |
| Common stock, no par value; |
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| 100,000,000 shares authorized; |
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| 1,320,000 shares issued and outstanding | 15,840 |
| 15,840 |
| Additional paid in capital | 9,847 |
| 4,347 |
| Deficit accumulated during the development |
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| Stage | (42,927) |
| (35,246) |
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| Total Stockholders' Equity (Deficit) | (17,240) |
| (15,059) |
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| Total Liabilities and Stockholders' Equity (Deficit) | $ 827 |
| $ 593 |
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The accompanying notes are an integral | ||||
part of the financial statements. |
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XIAN RESOURCES, LTD. | |||||||||||
(A Development Stage Company) | |||||||||||
STATEMENTS OF OPERATIONS | |||||||||||
(Unaudited) | |||||||||||
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| Period From |
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| Inception |
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| Three Months |
| Three Months |
| Six Months |
| Six Months |
| (May 22, 2008) |
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| Ended |
| Ended |
| Ended |
| Ended |
| Through |
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| Nov. 30, 2012 |
| Nov. 30, 2011 |
| Nov. 30, 2012 |
| Nov. 30, 2011 |
| Nov. 30, 2012 |
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| Revenue |
| $ - |
| $ - |
| $ - |
| $ - |
| $ - |
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| Operating expenses: |
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| Filing Fees |
| - |
| - |
| - |
| 4 |
| 60 |
| General and administrative |
| 15 |
| - |
| 15 |
| - |
| 58 |
| Legal and accounting |
| 1,269 |
| 2,640 |
| 7,666 |
| 7,435 |
| 42,562 |
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| 1,284 |
| 2,640 |
| 7,681 |
| 7,435 |
| 42,680 |
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| Gain (loss) from operations |
| (1,284) |
| (2,640) |
| (7,681) |
| (7,435) |
| (42,680) |
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| Other income (expense): |
| - |
| - |
| - |
| - |
| (247) |
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| Income (loss) before |
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| provision for income taxes |
| (1,284) |
| (2,640) |
| (7,681) |
| (7,435) |
| (42,927) |
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| Provision for income tax |
| - |
| - |
| - |
| - |
| - |
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| Net income (loss) |
| $ (1,284) |
| $ (2,640) |
| $ (7,681) |
| $ (7,435) |
| $ (42,927) |
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| Net income (loss) per share |
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| (Basic and fully diluted) | $ (0.00) |
| $ (0.00) |
| $ (0.01) |
| $ (0.01) |
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| Weighted average number of |
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| common shares outstanding | 1,320,000 |
| 1,320,000 |
| 1,320,000 |
| 1,320,000 |
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The accompanying notes are an integral | |||||||||||
part of the financial statements. |
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XIAN RESOURCES, LTD. | ||||||||||||
(A Development Stage Company) | ||||||||||||
STATEMENTS OF CASH FLOWS | ||||||||||||
(Unaudited) | ||||||||||||
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| Period From | |||
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| Inception | |||
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| For the Six |
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| Months Ended |
| Months ended |
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| November 30, 2012 |
| November 30, 2011 |
| November 30, 2012 | |||
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Cash Flows From Operating Activities: |
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Net loss |
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| $ (7,681) |
| $ (7,435) |
| $ (42,927) | |||||
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Adjustments to reconcile net loss to |
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net cash used for |
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operating activities: |
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Compensatory option issuances | - |
| - |
| 3,840 | |||||||
Accrued interest payable |
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Accounts payable |
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| 2,415 |
| 2,300 |
| 8,317 | |||||
Net cash provided by (used for) |
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operating activities |
| (5,266) |
| (5,135) |
| (30,770) | ||||||
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Cash Flows From Investing Activities: |
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Cash Flows From Financing Activities: |
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Sales of common stock |
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| - |
| 12,000 | ||||||
Funding from related parties |
| 5,500 |
| 4,750 |
| 19,597 | ||||||
Net cash provided by |
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financing activities |
| 5,500 |
| 4,750 |
| 31,597 | ||||||
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Net Increase (Decrease) In Cash |
| 234 |
| (385) |
| 827 | ||||||
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Cash At The Beginning Of The Period | 593 |
| 1,478 |
| - | |||||||
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Cash At The End Of The Period |
| $ 827 |
| $ 1,093 |
| $ 827 | ||||||
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Schedule Of Non-Cash Investing And Financing |
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Activities |
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None |
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Supplemental Disclosure |
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Cash paid for interest |
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| $ - |
| $ - |
| $ - | |||||
Cash paid for income taxes |
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| $ - |
| $ - |
| $ - | |||||
Shareholder debt contributed to capital |
| $ - |
| $ - |
| $ 4,347 | ||||||
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The accompanying notes are an integral | ||||||||||||
part of the financial statements. |
7
XIAN RESOURCES, LTD
FINANCIAL STATEMENTS
PERIOD ENDED NOVEMBER 30, 2012
(Unaudited)
NOTE 1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Xian resources, Ltd, Formerly Knight Capital Corp (the Company), was incorporated in the State of Colorado on May 22, 2008. The Company was formed to explore merger and acquisitions opportunities with other companies. The Company is currently considered to be in the development stage, having generated no revenues and conducted only limited activities.
Basis of Presentation
The accompanying unaudited financial statements have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and disclosures required by generally accepted accounting principles for complete financial statements. All adjustments which are, in the opinion of management, necessary for a fair presentation of the results of operations for the interim periods have been made and are of a recurring nature unless otherwise disclosed herein. The results of operations for such interim periods are not necessarily indicative of operations for a full year.
Cash and cash equivalents
The Company considers all highly liquid investments with an original maturity of three months or less as cash equivalents.
Accounts receivable
The Company reviews accounts receivable periodically for collectability and establishes an allowance for doubtful accounts and records bad debt expense when deemed necessary.
Property and equipment
Property and equipment are recorded at cost and depreciated under accelerated methods over each item's estimated useful life.
Revenue recognition
Revenue is recognized on an accrual basis after services have been performed under contract terms, the event price to the client is fixed or determinable, and collectability is reasonably assured.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
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XIAN RESOURCES, LTD
FINANCIAL STATEMENTS
PERIOD ENDED NOVEMBER 30, 2012
(Unaudited)
NOTE 1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued):
Income tax
The Company accounts for income taxes under Statement Accounting Standards Codification (ASC) 740, wherein deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
Net income (loss) per share
The net income (loss) per share is computed by dividing the net income (loss) by the weighted average number of shares of common outstanding. Warrants, stock options, and common stock issuable upon the conversion of the Company's preferred stock (if any), are not included in the computation if the effect would be anti-dilutive and would increase the earnings or decrease loss per share.
Financial Instruments
The carrying value of the Companys financial instruments, including cash and cash equivalents and accrued payables, as reported in the accompanying balance sheet, approximates fair value.
NOTE 2. GOING CONCERN
The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. The Company has incurred net losses since inception, has no present source of revenue, and as of November 30, 2012 had an accumulated deficit of $42,927. These conditions raise substantial doubt as to the Company's ability to continue as a going concern. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
The Company may raise additional capital through the sale of its equity securities, through an offering of debt securities, or through borrowings from financial institutions. The Company also hopes to consummate merger and acquisition transactions through marking efforts. Management believes that actions presently being taken to obtain additional funding provide the opportunity for the Company to continue as a going concern.
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XIAN RESOURCES, LTD
FINANCIAL STATEMENTS
PERIOD ENDED NOVEMBER 30, 2012
(Unaudited)
NOTE 3. RELATED PARTY LOAN
The Company has received loans from an officer and shareholders. The loans are unsecured and do not accrue interest. At the discretion of the Companys Board of Directors, on the date an agreement has been reached to merge or sell the company, a cash payment of principal is to be made in lump sum or converted into common shares at a market value of $.02 per share.
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ITEM 2.
MANAGEMENTS DISCUSSIONS AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
SPECIAL NOTE OF CAUTION REGARDING FORWARD-LOOKING STATEMENTS
CERTAIN STATEMENTS IN THIS REPORT, INCLUDING STATEMENTS IN THE FOLLOWING DISCUSSION, ARE WHAT ARE KNOWN AS "FORWARD LOOKING STATEMENTS", WHICH ARE BASICALLY STATEMENTS ABOUT THE FUTURE. FOR THAT REASON, THESE STATEMENTS INVOLVE RISK AND UNCERTAINTY SINCE NO ONE CAN ACCURATELY PREDICT THE FUTURE. WORDS SUCH AS "PLANS," "INTENDS," "WILL," "HOPES," "SEEKS," "ANTICIPATES," "EXPECTS "AND THE LIKE OFTEN IDENTIFY SUCH FORWARD LOOKING STATEMENTS, BUT ARE NOT THE ONLY INDICATION THAT A STATEMENT IS A FORWARD LOOKING STATEMENT. SUCH FORWARD LOOKING STATEMENTS INCLUDE STATEMENTS CONCERNING OUR PLANS AND OBJECTIVES WITH RESPECT TO THE PRESENT AND FUTURE OPERATIONS OF THE COMPANY, AND STATEMENTS WHICH EXPRESS OR IMPLY THAT SUCH PRESENT AND FUTURE OPERATIONS WILL OR MAY PRODUCE REVENUES, INCOME OR PROFITS. NUMEROUS FACTORS AND FUTURE EVENTS COULD CAUSE THE COMPANY TO CHANGE SUCH PLANS AND OBJECTIVES OR FAIL TO SUCCESSFULLY IMPLEMENT SUCH PLANS OR ACHIEVE SUCH OBJECTIVES, OR CAUSE SUCH PRESENT AND FUTURE OPERATIONS TO FAIL TO PRODUCE REVENUES, INCOME OR PROFITS. THEREFORE, THE READER IS ADVISED THAT THE FOLLOWING DISCUSSION SHOULD BE CONSIDERED IN LIGHT OF THE DISCUSSION OF RISKS AND OTHER FACTORS CONTAINED IN THIS REPORT ON FORM 10-Q AND IN THE COMPANY'S OTHER FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION. NO STATEMENTS CONTAINED IN THE FOLLOWING DISCUSSION SHOULD BE CONSTRUED AS A GUARANTEE OR ASSURANCE OF FUTURE PERFORMANCE OR FUTURE RESULTS.
Liquidity and Capital Resources
As of November 30, 2012, the Company remains in the development stage. For the period ended November 30, 2012, the Companys balance sheet reflects total assets of $827, and current liabilities of $18,067.
Results of Operations
During the period from May 22, 2008 (inception) through November 30, 2012, the Company has engaged in no significant operations other than organizational activities and preparation and filing of its registration statement on Form 10 under the Securities Exchange Act of 1934, as amended. The Company had no activities during the quarter ended November 30, 2012. The Company does not expect to generate any revenue until it completes a business combination, but will continue to incur legal and accounting fees and other costs associated with compliance with its reporting obligations. As a result, the Company expects that it will continue to incur losses each quarter at least until it has completed a business combination. Depending upon the performance of any acquired business, the Company may continue to operate at a loss even following completion of a business combination.
Plan of Operations
For the fiscal year ending May 31, 2013, the Company expects to continue its efforts to locate a suitable business acquisition candidate and thereafter to complete a business acquisition transaction. The Company anticipates incurring a loss for the fiscal year as a result of expenses associated with compliance with the reporting requirements of the Securities Exchange Act of 1934, and expenses associated with locating and evaluating acquisition candidates. The Company does not expect to generate revenues until it
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completes a business acquisition, and, depending upon the performance of the acquired business, it may also continue to operate at a loss after completion of a business combination.
Need for Additional Financing
The Company anticipates that it will require additional capital in order to pay the costs associated with carrying out its plan of operations and the costs of compliance with its continuing reporting obligations under the Securities Exchange Act of 1934, as amended, for the fiscal year ending May 31, 2013 and thereafter. This additional capital will be required whether or not the Company is able to complete a business combination transaction during the current fiscal year. Furthermore, once a business combination is completed, the Companys needs for additional financing are likely to increase substantially.
The Company has no current plans, proposals, arrangements or understandings to raise additional capital through the sale or issuance of additional securities prior to the location of a merger or acquisition candidate. Accordingly, there can be no assurance that any additional funds will be available to the Company to allow it to cover its expenses. Notwithstanding the foregoing, however, to the extent that additional funds are required, the Company anticipates that it will continue to rely on its major shareholders to pay expenses on its behalf, or it will seek to raise capital through the private placement of restricted securities.
ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Not Applicable
ITEM 4.
Disclosure Controls and Procedures
The Securities and Exchange Commission defines the term disclosure controls and procedures to mean a company's controls and other procedures of an issuer that are designed to ensure that information required to be disclosed in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commissions rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Securities Exchange Act of 1934 is accumulated and communicated to the issuers management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. The Company maintains such a system of controls and procedures in an effort to ensure that all information which it is required to disclose in the reports it files under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified under the SEC's rules and forms and that information required to be disclosed is accumulated and communicated to principal executive and principal financial officers to allow timely decisions regarding disclosure.
As of the end of the period covered by this report, our sole officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation and the identification of the material weaknesses in internal control over financial reporting previously described in our 10-K for the period May 31, 2012 which included deficiencies in financial
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reporting and monitoring and lack of segregation of duties, our sole officer concluded that, as of November 30, 2012, the Company's disclosure controls and procedures were not effective.
Changes in Internal Control over Financial Reporting
There was no change in the Company's internal control over financial reporting during the period ended November 30, 2012, that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.
ITEM 1.
LEGAL PROCEEDINGS.
The Company is not a party to any pending legal proceedings, and no such proceedings are known to be contemplated. No director, officer or affiliate of the Company, and no owner of record or beneficial owner of more than 5.0% of the securities of the Company, or any associate of any such director, officer or security holder is a party adverse to the Company or has a material interest adverse to the Company in reference to pending litigation.
ITEM 1A. RISK FACTORS.
Not Applicable.
ITEM 2.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
None.
ITEM 3.
DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4.
(REMOVEDAND RESERVED).
None
ITEM 5.
OTHER INFORMATION.
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ITEM 6.
EXHIBITS.
(a)
The following exhibits are filed herewith:
31.1 | Certifications pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* |
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31.2 | Certifications pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* |
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32.1 | Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.* |
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32.2 | Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.* |
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101 | SCH XBRL Schema Document.* |
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101 | INS XBRL Instance Document.* |
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101 | CAL XBRL Taxonomy Extension Calculation Linkbase Document.* |
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101 | LAB XBRL Taxonomy Extension Label Linkbase Document.* |
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101 | PRE XBRL Taxonomy Extension Presentation Linkbase Document.* |
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101 | DEF XBRL Taxonomy Extension Definition Linkbase Document.* |
* filed herewith
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
XIAN RESOURCES, LTD
By: /S/ Jay Lutsky
Jay Lutsky, Chief Executive Officer
Date: January 18, 2013
By: /S/ Jay Lutsky
Jay Lutsky, Principal Financial Officer
Date: January 18, 2013
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Exhibit 31.1
CERTIFICATION
I, Jay Lutsky, Principal Executive Officer, certify that:
1. I have reviewed this periodic report on Form 10-Q of Xian Resources, Ltd.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
|
Date: January 18, 2013 | /s/ Jay Lutsky Principal Executive Officer |
Exhibit 31.2
CERTIFICATION
I, Jay Lutsky, Principal Financial Officer, certify that:
1. I have reviewed this periodic report on Form 10-Q of Xian Resources, Ltd.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
|
Date: January 18, 2013 | /s/ Jay Lutsky Principal Financial Officer |
Exhibit 32.1
Certification of the Principal Executive Officer
Pursuant to 18 U.S.C. Section 1350,
As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the periodic report of Xian Resources, Ltd. (the "Company") on Form 10-Q for the period ended November 30, 2012, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), Jay Lutsky, the Principal Executive Officer of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
/s/ Jay Lutsky
Principal Executive Officer
Date: January 18, 2013
Exhibit 32.2
Certification of the Principal Financial Officer
Pursuant to 18 U.S.C. Section 1350,
As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the periodic report of Xian Resources, Ltd. (the "Company") on Form 10-Q for the period ended November 30, 2012, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), Jay Lutsky, the Principal Financial Officer of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
/s/ Jay Lutsky
Principal Financial Officer
Date: January 18, 2013
Note 1. Organization, Operations and Summary of Significant Accounting Policies:: Cash and Cash Equivalents (Policies)
|
6 Months Ended |
---|---|
Nov. 30, 2012
|
|
Cash and Cash Equivalents: | |
Cash and Cash Equivalents | Cash and cash equivalents
The Company considers all highly liquid investments with an original maturity of three months or less as cash equivalents. |
Note 1. Organization, Operations and Summary of Significant Accounting Policies:: Basis of Presentation (Policies)
|
6 Months Ended |
---|---|
Nov. 30, 2012
|
|
Basis of Presentation: | |
Basis of Presentation | Basis of Presentation
The accompanying unaudited financial statements have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and disclosures required by generally accepted accounting principles for complete financial statements. All adjustments which are, in the opinion of management, necessary for a fair presentation of the results of operations for the interim periods have been made and are of a recurring nature unless otherwise disclosed herein. The results of operations for such interim periods are not necessarily indicative of operations for a full year. |
BALANCE SHEETS (USD $)
|
Nov. 30, 2012
|
May 31, 2012
|
||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|
ASSETS | ||||||||||||
Cash | $ 827 | $ 593 | ||||||||||
Total Current Assets | 827 | 593 | ||||||||||
Total Assets | 827 | 593 | ||||||||||
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | ||||||||||||
Accounts Payable | 8,317 | 5,902 | ||||||||||
Loan Payable Related Parties | 9,750 | 9,750 | ||||||||||
Total Current Liabilities | 18,067 | 15,652 | ||||||||||
Total Liabilities | 18,067 | 15,652 | ||||||||||
Preferred Stock | [1] | [2] | ||||||||||
Common Stock | 15,840 | [3] | 15,840 | [4] | ||||||||
Additional Paid In Capital | 9,847 | 4,347 | ||||||||||
Deficit Accumulated During the Development Stage | (42,927) | (35,246) | ||||||||||
Total Stockholders' Equity (Deficit) | (17,240) | (15,059) | ||||||||||
Total Liabilities and Stockholders' Equity (Deficit) | $ 824 | $ 593 | ||||||||||
|
Note 2. Going Concern
|
6 Months Ended |
---|---|
Nov. 30, 2012
|
|
Note 2. Going Concern: | |
Note 2. Going Concern | NOTE 2. GOING CONCERN
The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. The Company has incurred net losses since inception, has no present source of revenue, and as of November 30, 2012 had an accumulated deficit of $42,927. These conditions raise substantial doubt as to the Company's ability to continue as a going concern. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
The Company may raise additional capital through the sale of its equity securities, through an offering of debt securities, or through borrowings from financial institutions. The Company also hopes to consummate merger and acquisition transactions through marking efforts. Management believes that actions presently being taken to obtain additional funding provide the opportunity for the Company to continue as a going concern. |
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Note 3. Related Party Loan
|
6 Months Ended |
---|---|
Nov. 30, 2012
|
|
Note 3. Related Party Loan: | |
Note 3. Related Party Loan | NOTE 3. RELATED PARTY LOAN
The Company has received loans from an officer and shareholders. The loans are unsecured and do not accrue interest. At the discretion of the Companys Board of Directors, on the date an agreement has been reached to merge or sell the company, a cash payment of principal is to be made in lump sum or converted into common shares at a market value of $.02 per share. |
STATEMENTS OF OPERATIONS (USD $)
|
3 Months Ended | 6 Months Ended | 54 Months Ended | ||
---|---|---|---|---|---|
Nov. 30, 2012
|
Nov. 30, 2011
|
Nov. 30, 2012
|
Nov. 30, 2011
|
Nov. 30, 2012
|
|
Operating expenses: | |||||
Filing Fees | $ 60 | ||||
General and Administrative | 15 | 15 | 58 | ||
Legal and Accounting | 1,269 | 2,640 | 7,666 | 7,435 | 42,562 |
Gain (Loss) from Operations | (1,284) | (2,640) | (7,681) | (7,435) | (42,680) |
Other Income (Expense): | (247) | ||||
Income (Loss) Before Provision for Income Taxes | (1,284) | (2,640) | (7,681) | (7,435) | (42,927) |
Net Income (Loss) | $ (1,284) | $ (2,640) | $ (7,681) | $ (7,435) | $ (42,927) |
Net Income (Loss) Per Share (Basic and Fully Diluted) | $ 0.00 | $ 0.00 | $ (0.01) | $ (0.01) | |
Weighted Average Number of Common Shares Outstanding | 1,320,000 | 1,320,000 | 1,320,000 | 1,320,000 |
Note 2. Going Concern (Details) (USD $)
|
Nov. 30, 2012
|
---|---|
Retained Earnings (Accumulated Deficit) | $ (42,927) |
Document and Entity Information (USD $)
|
6 Months Ended | |
---|---|---|
Nov. 30, 2012
|
Jan. 14, 2013
|
|
Document and Entity Information | ||
Entity Registrant Name | XIAN RESOURCES, LTD. | |
Document Type | 10-Q | |
Document Period End Date | Nov. 30, 2012 | |
Amendment Flag | false | |
Entity Central Index Key | 0001439984 | |
Current Fiscal Year End Date | --05-31 | |
Entity Common Stock, Shares Outstanding | 1,320,000 | |
Entity Public Float | $ 0 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Current Reporting Status | No | |
Entity Voluntary Filers | No | |
Entity Well-known Seasoned Issuer | No | |
Document Fiscal Year Focus | 2013 | |
Document Fiscal Period Focus | Q2 |
STATEMENTS OF CASH FLOWS (USD $)
|
6 Months Ended | 54 Months Ended | |
---|---|---|---|
Nov. 30, 2012
|
Nov. 30, 2011
|
Nov. 30, 2012
|
|
Cash Flows From Operating Activities: | |||
Net Income (Loss) | $ (7,681) | $ (7,435) | $ (42,927) |
Compensatory Option Issuances | 3,840 | ||
Increase/Decrease in Accounts Payable | 2,415 | 2,300 | 8,317 |
Net Cash Provided By (Used For) Operating Activities | (5,266) | (5,135) | (30,770) |
Cash Flows From Financing Activities: | |||
Sale of Common Stock | 12,000 | ||
Funding From Related Parties | 5,500 | 4,750 | 19,597 |
Net Cash Provided By (Used For) Financing Activities | 5,500 | 4,750 | 31,597 |
Net Increase (Decrease) In Cash | 234 | (385) | 827 |
Initial Cash | 593 | 1,478 | |
Final Cash | 827 | 1,093 | 827 |
Shareholder Debt Contributed to Capital | $ 4,347 |
Note 1. Organization, Operations and Summary of Significant Accounting Policies:: Revenue Recognition (Policies)
|
6 Months Ended |
---|---|
Nov. 30, 2012
|
|
Revenue Recognition: | |
Revenue Recognition | Revenue recognition
Revenue is recognized on an accrual basis after services have been performed under contract terms, the event price to the client is fixed or determinable, and collectability is reasonably assured. |
Note 1. Organization, Operations and Summary of Significant Accounting Policies:: Property and Equipment (Policies)
|
6 Months Ended |
---|---|
Nov. 30, 2012
|
|
Property and Equipment: | |
Property and Equipment | Property and equipment
Property and equipment are recorded at cost and depreciated under accelerated methods over each item's estimated useful life. |
Note 1. Organization, Operations and Summary of Significant Accounting Policies:: Net Income (Loss) Per Share (Policies)
|
6 Months Ended |
---|---|
Nov. 30, 2012
|
|
Net Income (Loss) Per Share: | |
Net Income (Loss) Per Share | Net income (loss) per share
The net income (loss) per share is computed by dividing the net income (loss) by the weighted average number of shares of common outstanding. Warrants, stock options, and common stock issuable upon the conversion of the Company's preferred stock (if any), are not included in the computation if the effect would be anti-dilutive and would increase the earnings or decrease loss per share. |
Note 1. Organization, Operations and Summary of Significant Accounting Policies:: Use of Estimates (Policies)
|
6 Months Ended |
---|---|
Nov. 30, 2012
|
|
Use of Estimates: | |
Use of Estimates | Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Note 1. Organization, Operations and Summary of Significant Accounting Policies:: Income Tax (Policies)
|
6 Months Ended |
---|---|
Nov. 30, 2012
|
|
Income Tax: | |
Income Tax | Income tax
The Company accounts for income taxes under Statement Accounting Standards Codification (ASC) 740, wherein deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. |
Note 1. Organization, Operations and Summary of Significant Accounting Policies:: Financial Instruments (Policies)
|
6 Months Ended |
---|---|
Nov. 30, 2012
|
|
Financial Instruments: | |
Financial Instruments | Financial Instruments
The carrying value of the Companys financial instruments, including cash and cash equivalents and accrued payables, as reported in the accompanying balance sheet, approximates fair value. |
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Note 1. Organization, Operations and Summary of Significant Accounting Policies
|
6 Months Ended |
---|---|
Nov. 30, 2012
|
|
Note 1. Organization, Operations and Summary of Significant Accounting Policies: | |
Note 1. Organization, Operations and Summary of Significant Accounting Policies: | NOTE 1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Xian resources, Ltd, Formerly Knight Capital Corp (the Company), was incorporated in the State of Colorado on May 22, 2008. The Company was formed to explore merger and acquisitions opportunities with other companies. The Company is currently considered to be in the development stage, having generated no revenues and conducted only limited activities.
Basis of Presentation
The accompanying unaudited financial statements have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and disclosures required by generally accepted accounting principles for complete financial statements. All adjustments which are, in the opinion of management, necessary for a fair presentation of the results of operations for the interim periods have been made and are of a recurring nature unless otherwise disclosed herein. The results of operations for such interim periods are not necessarily indicative of operations for a full year.
Cash and cash equivalents
The Company considers all highly liquid investments with an original maturity of three months or less as cash equivalents.
Accounts receivable
The Company reviews accounts receivable periodically for collectability and establishes an allowance for doubtful accounts and records bad debt expense when deemed necessary.
Property and equipment
Property and equipment are recorded at cost and depreciated under accelerated methods over each item's estimated useful life.
Revenue recognition
Revenue is recognized on an accrual basis after services have been performed under contract terms, the event price to the client is fixed or determinable, and collectability is reasonably assured.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Income tax
The Company accounts for income taxes under Statement Accounting Standards Codification (ASC) 740, wherein deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
Net income (loss) per share
The net income (loss) per share is computed by dividing the net income (loss) by the weighted average number of shares of common outstanding. Warrants, stock options, and common stock issuable upon the conversion of the Company's preferred stock (if any), are not included in the computation if the effect would be anti-dilutive and would increase the earnings or decrease loss per share.
Financial Instruments
The carrying value of the Companys financial instruments, including cash and cash equivalents and accrued payables, as reported in the accompanying balance sheet, approximates fair value. |
Note 1. Organization, Operations and Summary of Significant Accounting Policies:: Accounts Receivable (Policies)
|
6 Months Ended |
---|---|
Nov. 30, 2012
|
|
Accounts Receivable: | |
Accounts Receivable | Accounts receivable
The Company reviews accounts receivable periodically for collectability and establishes an allowance for doubtful accounts and records bad debt expense when deemed necessary. |