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EX-32.1 - CERTIFICATION - Asia Atlantic Resourcesf10q0111ex32i_asiaatlantic.htm
EX-31.1 - CERTIFICATION - Asia Atlantic Resourcesf10q0111ex31i_asiaatlantic.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q
_________________

(Mark One)
þ
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the Quarterly Period Ended January 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 333-146572

ASIA ATLANTIC RESOURCES

(Exact name of registrant as specified in its charter)
     
Nevada
 
27-4984032
(State or Other Jurisdiction of
 
(I.R.S. Employer Identification No.)
Incorporation or Organization)
   

 
2101 Vista Pkwy. – Suite 292
West Palm Beach, FL  33411
(Address of principal executive offices and zip code)

 
119-600 Eglinton Avenue East, Suite 409
Toronto, Ontario, Canada  M4G 2K2
 
(Former name, former address and former fiscal year, if changed since last report

Registrant’s telephone number, including area code: (561) 228-6148

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 required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. 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  ¨
  
Accelerated filer  ¨
 
Non-accelerated filer  ¨
(Do not check if 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).    Yes  þ    No  ¨

The number of shares of the registrant’s common stock outstanding as of March 10, 2011 was 13,100,000.

 
 

 

PART I

Item 1.  Financial Statements.
ASIA ATLANTIC RESOURCES.
(An Exploration Stage Company)
BALANCE SHEETS
January 31, 2011 and April 30, 2010
(Unaudited)
 
   
January 31,
   
April 30,
 
   
2010
   
2010
 
ASSETS
 
             
Current
           
   Cash and cash equivalents
  $ 305     $ 515  
Total Assets
  $ 305     $ 515  
                 
LIABILITIES
 
                 
Current
               
   Accounts payable and accrued liabilities
  $ 1,469     $ 5,725  
   Convertible note payable – Note 6
    6,500       6,500  
   Due to related party – Note 5
    63,136       10,882  
Total Liabilities
    71,105       23,107  
                 
Going concern – Note 2
               
STOCKHOLDERS’ EQUITY (DEFICIT)
 
                 
Capital Stock- Note 7
               
  Authorized:
               
         75,000,000 common shares with a par value of $.001
               
  Issued and outstanding:
               
         13,100,000 shares
    13,100       13,100  
Additional paid in capital
    154,400       154,400  
Deficit accumulated during the exploration stage
    (238,300 )     (190,092 )
Total Stockholders’ Equity (Deficit)
    (70,800 )     (22,592 )
Total Liabilities and Stockholders’ Equity (Deficit)
  $ 305     $ 515  
                 
 
 
F-1

 
 
ASIA ATLANTIC RESOURCES
(An Exploration Stage Company)
STATEMENT OF OPERATIONS
(Unaudited)
For the three and nine month periods ended January 31, 1011 and 2010 and
for the period January 22, 2007 (Date of Inception) to January 31, 2011

   
For the three months ended January 31,
   
For the nine months ended January 31,
   
Accumulated
from January 22, 2007
Date of Inception
to January, 31
 
   
2011
   
2010
   
2011
   
2010
   
2011
 
Expenses
                             
   Geological, mineral and prospect costs
  $ -     $ -     $ -     $ -     $ 8,000  
   General and administrative
    -       19,662       34,963       35,945       148,303  
   Incorporation costs
    -       -       -       -       441  
   Professional fees
    1,469       12,954       13,245       26,365       81,670  
Operating loss for the period
    (1,469 )     (32,616 )     (48,208 )     (62,310 )     (238,414 )
Interest revenue
    -       -       -       -       114  
Net loss and comprehensive
                                       
       loss for the period
  $ (1,469 )   $ (32,616 )   $ 48,208 )   $ ( 2,310 )   $ (238,300 )
                                         
Basic and fully diluted net loss per common share
  $ (0.00 )   $ (0.00 )   $ (0.00 )   $ 0.00 )        
                                         
Weighted average common shares outstanding
     13,100,000        11,600,000        13,100,000       11,600,000          

 
F-2

 
 
ASIA ATLANTIC RESOURCES
(An Exploration Stage Company)
STATEMENT OF CASH FLOWS
(Unaudited)
For the nine months ended January 31, 2011 and 2010, and
 for the period January 22, 2007 (Date of Inception) to January 31, 2011

   
January 31,
   
From January 22, 2007
(Date of Inception) To January 31,
 
   
2011
   
2010
   
 2011
 
                   
Operating Activities
                 
    Net loss for the period
  $ (48,208 )   $ (83,398 )   $ (238,300 )
    Changes in operating assets and liabilities
                       
        Accounts payable and accrued liabilities
    (4,256 )     2,000       1,469  
Net cash provided by (used in) Operating Activities
     (52,464 )      (81,398 )      (236,831 )
                         
Financing Activities
                       
   Related party advances
    52,254       43,785       63,136  
   Convertible note payable
    -       -       6,500  
   Common stock issued for cash
    -       37,500       167,500  
Net cash provided by (used in) Financing Activities
    52,254       81,285       237,136  
                         
Increase in cash and cash equivalents during the period
    (210 )      (113 )     305  
                         
Cash and cash equivalents, beginning of the period
    515       764       -  
                         
Cash and cash equivalents, end of the period
  $ 305     $ 651     $ 305  
                         
Supplemented disclosure of cash flow information:
                       
Cash paid for:
                       
Interest
  $ -     $ -     $ -  
Income taxes
  $ -     $ -     $ -  
 
 
F-3

 


ASIA ATLANTIC RESOURCES
(An Exploration Stage Company)
NOTES TO THE INTERIM FINANCIAL STATEMENTS
(Unaudited)
January 31, 2010
 
Note 1        Interim Reporting

While the information presented in the accompanying three month interim financial statements is unaudited, it includes all adjustments which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows for the interim periods presented in accordance with accounting principles generally accepted in the United States of America.  All adjustments are of a normal recurring nature.

These interim financial statements follow the same accounting policies and methods of their application as the Company’s April 30, 2010 annual financial statements.  However, they do not include all information and footnotes required by generally accepted accounting principles for complete financial statements.  Accordingly, it is suggested that these interim financial statements be read in conjunction with the Company’s April 30, 2010 annual financial statements

Operating results for the nine months ended January 31, 2011 are not necessarily indicative of the results to be expected for the year ended April 30, 2011.
 
Note 2 -              Nature and Continuance of Operations

The Company was incorporated in the State of Nevada on January 22, 2007 and is in the exploration stage.  The Company is a development stage company as defined by the Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC”) Topic 915, Development Stage Enterprises.  The Company acquired a mineral property claim located in the Province of British Columbia, Canada, but that claim expired on September 17, 2008.

The Company has adopted April 30 as its fiscal year end.

These financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for its next fiscal year.  Realization values may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern.  At January 31, 2011, the Company had not yet achieved profitable operations, has accumulated losses of $238,300 since its inception. The Company expects to incur further losses in the development of its business, all of which casts substantial doubt about the Company’s ability to continue as a going concern.  The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due.  Management anticipates that additional funding will be in the form of equity financing from the sale of common stock.  Management may also seek to obtain short-term loans from the director of the Company.  There are no current arrangements in place for equity funding or short-term loans.

 
1

 
 
Note 3 -             Significant Accounting Policies

There have been no changes in accounting policies from those disclosed in the notes to the audited financial statements as of April 30, 2010.
 
Note 4 -             Recent Accounting Pronouncements
 
Recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the AICPA and the SEC, did not, or are not believed by management to, have a material impact on our present or future financial statements
 
Note 5 -             Related party transactions

During the nine months ended January 31, 2011 the Company expensed $32,700 for management fees to the Director.  ($46,500 was expensed in the nine months ending January 31, 2010).

During the nine months ended January 31, 2011, the Company’s director advanced funds to the company in the amount of $19,554. ($2,352 was advanced in the nine months ended January 31, 2010.)

These transactions resulted in a net due to the Company’s Director as at January 31, 2011 of $63,136.  ($5,067 - due from the Director at January 31, 2010.)  The advances are due on demand but without interest.
 
Note 6 -             Convertible Note

On August 19, 2008, the Company received financing of $6,500 in exchange for a note payable that is non-interest bearing and due on demand. Each $0.005 of the principal outstanding of the note may be converted into one common stock of the Company at the discretion of the note holder.  Should the conversion feature be exercised, the Company would be required to issue 1,300,000 shares in exchange for the note.

The Company accounts for this financial instrument in accordance with FASB ASC Topic 815, Derivatives and Hedging, Subtopic 40, Contracts in Entity`s Own Equity.  At its inception the conversion feature was recorded separately from the debt instrument and using level 1 inputs the fair value was calculated as $nil.

 
2

 
 
Note 7 -              Capital Stock

On February 12, 2007, the Company issued 2,000,000 common shares for $2,000 in cash to the sole director.

On February 15, 2007, the Company issued 5,600,000 common shares for $28,000 in cash.

On November 6, 2008, the Company issued 4,000,000 commons shares for $100,000 in cash.

On October 13, 2009, the Company received share subscriptions for 50,000 common shares for $12,500 in cash.

On October 22, 2009, the Company received share subscriptions for 50,000 common shares for $12,500 in cash.

On December 29, 2009, the Company issued 1,000,000 common shares in fulfillment of the subscriptions.

On December 29, 2009, the Company issued 500,000 common shares for $12,500 in cash.

   There are no shares subject to options, warrants or other agreements as at January 31, 2011.

 
3

 
 
Forward-Looking Statements
 
This Form 10-Q includes "forward-looking statements" within the meaning of the "safe-harbor" provisions of the Private Securities Litigation Reform Act of 1995. Such statements are based on management's current expectations and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements.
 
All statements other than historical facts included in this Form, including without limitation, statements under "Plan of Operation", regarding our financial position, business strategy, and plans and objectives of management for the future operations, are forward-looking statements.
 
Although we believe that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct. Important factors that could cause actual results to differ materially from our expectations include, but are not limited to, market conditions, competition and the ability to successfully complete financing.

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

Plan of Operation

We are presently operating as a “shell company” in the process of seeking a new business opportunity. We will endeavor to enter into a corporate business combination or acquisition of assets by which we become engaged in an active business venture.  There are no present binding arrangements for such a business combination or acquisition of assets.
 
We do not presently have sufficient funds to pay our administrative and operating expenses or to finance any potential business acquisitions.  Accordingly, we are dependent upon our ability to raise funds to be able to continue our existence and finance our efforts to seek a business acquisition.  We do not presently have any arrangements under which we are assured that the necessary funds will be available

We presently have no employees other than our President and Sole Director.  If we are able to complete a business acquisition and enter into an active business, we will have to employ personnel with knowledge of and experience in that industry.  We anticipate that we will use outside independent consultants and advisors to assist us in our acquisition efforts.


 
4

 

Results of Operations for the Three-Month Period Ended January 31, 2011

We had no revenues for the three-month periods ended January 31, 2011 or 2010.  We have no present source of revenue and there is little likelihood we will develop any revenue source during the next 12 months.

We incurred expenses in the amount of $1,469 for the three-month period ended January 31, 2011 as compared with $48,208 for the three-month period ended January 31, 2010.  The decrease is to a decline in professional fees of $11,776 and a $34,963 decline in general and administrative fees for the period in 2011 as compared to 2010.  All these expenses were for administrative costs and professional fees.

At January 31, 2011, we had total assets of $305, consisting solely of cash. There were total liabilities of $71,105, consisting of accounts payable and accrued liabilities of $1,469, a note payable of $6,500 and advances from a related party of $63,136.

We have not attained any source of revenue or profitable operations.  We are dependent upon obtaining capital financing to pay our administrative costs and pursue any business activities.  For these reasons, our auditors believe that there is substantial doubt we will be able to continue as a going concern.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk.

None.

Item 4T.  Controls and Procedures.

Management’s Report on Internal Control over Financial Reporting.
 
Our management, including our principal executive officer, our principal financial officer and our principal accounting officer and our Board of Directors, is responsible for establishing and maintaining a process 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.
 
Our management, with the participation of our principal executive officer and financial officer, evaluated the effectiveness of our internal control over financial reporting as of January 31, 2011. Our management’s evaluation of our internal control over financial reporting was based on the framework in Internal Control—Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission.
 
Based on such evaluation, management determined that our internal control over financial reporting was not effective as of January 31, 2011 because the following material weakness in internal control over financial reporting existed as of January 31, 2011.  

(i)         lack of segregation of incompatible duties due to insufficient personnel; and
(ii)         Insufficient Board of Directors representation.

 
5

 
 
Though no material misstatements have resulted our management has determined that until such time as sufficient representation on our Board of Directors can be achieved the Company’s inability to formulate an audit committee represents a significant risk.
 
A material weakness is a deficiency or a combination of control 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.
 
Limitations on Effectiveness of Controls
 
Our principal executive officer and principal financial officer do not expect that our disclosure controls or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additional controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
 
Changes in Internal Control over Financial Reporting
 
There were no changes in our internal control over financial reporting during the third quarter of our fiscal year end April 30, 2011 that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.
 
 
6

 
 
PART II
 
Item 1.  Legal Proceedings.

None.

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3.  Defaults Upon Senior Securities.

None.

Item 4.  Reserved

Item 5.  Other Information.

The Company’s Board of Directors does not presently have a standing nominating committee or any committee performing similar functions since the Board presently consists of only one member.

Item 6.  Exhibits.

(a)  The following sets forth those exhibits filed pursuant to Item 601 of Regulation S-K:

Exhibit No.
 
Description of Exhibits
31.1
 
*  Officers Certifications under Section 302 of the Sarbanes-Oxley Act of 2002
     
32.1
 
*  Certification of Chief Executive Officer under Section 906 of the Sarbanes-Oxley Act of 2002.
____________________
*   Filed herewith.

(b)  The following sets forth the Company’s reports on Form 8-K that have been filed during the quarter for which this report is filed:

2/8/11 – Resignation of an officer
2/8/11 – Addition of an officer
 
 
7

 

SIGNATURES
 
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
  
  
 
ASIA ATLANTIC RESOURCES
  
  
 
  
  
Date:
March 15, 2011
 
By:
/s/ J. Francisco Terreforte
  
  
 
  
J. Francisco Terreforte
  
  
 
  
Chief Executive Officer, President and Chairman of the Board
 
 
8