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EX-31.1 - SECTION 302 CERTIFICATION - CEO/CFO - Patriot Minefinders Inc.exhibit311.htm
EX-32.1 - SECTION 906 CERTIFICATION - CEO/CFO - Patriot Minefinders Inc.exhibit321.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 April 30, 2011

 

[  ] Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934

      For the transition period _____________to______________

      Commission File Number 333-149299

 

ATLANTIC RESOURCES INC.

 

 

(Exact name of small Business Issuer as specified in its charter)

 


Nevada

  

20-1769847

---------------------------------

 

------------------------------

(State or other jurisdiction of

  

(IRS Employer Identification No.)

incorporation or organization)

  

  


591 Camino de la Reina, Suite 802

  

  

San Diego, California

  

92108

----------------------------------------

 

------------------------------

(Address of principal executive offices)

  

(Postal or Zip Code)


Issuer's telephone number, including area code:

 

    (619) 688-6505

  

 

 ----------------------------


 

606 – 610 Granville Street

Vancouver, BC  V6A 4C9

 

 

(Former name, former address and former fiscal year, if changed since

 

 

last report)

 


Check whether the issuer (1) 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 issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days

x Yes    o No


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of ‘‘accelerated filer and large accelerated filer’’ in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer

o

Accelerated filer

o

Non-accelerated filer

o

Small 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    o No


State the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 4,700,000 shares of $0.001 par value common stock outstanding as of June 14, 2011.


2




PART I.

FINANCIAL INFORMATION


Item 1.

Financial Statements





3



ATLANTIC RESOURCES INC.

(An Exploration Stage Company)

FINANCIAL STATEMENTS

(Unaudited)

April 30, 2011




4



ATLANTIC RESOURCES INC.

(An Exploration Stage Company)

BALANCE SHEETS

April 30, 2011 and July 31, 2010

(Unaudited)



 

April 30,

       July 31

 

2011

      2010


ASSETS

 

 

 

Current

 

 

Cash and cash equivalents

 $               677

 $            2,435

 

 

 

Total Assets

$               677

$            2,435

 

 

 

LIABILITIES

 

 

 

Current

 

 

Accounts payable and accrued liabilities – Note 3

$           16,206

$           13,114

Due to related party – Note 4

30,500

21,500

 

 

 

Total Liabilities

46,706

34,614


STOCKHOLDERS’ DEFICIT

 

 

 

Capital stock – Note 5

 

 

Authorized

 

 

70,000,000 common shares, par value $0.001

 

 

Issued and outstanding

 

 

4,700,000 common shares

4,700

4,700

Additional paid-in capital

24,500

24,500

Deficit, accumulated during the exploration stage

(75,229)

(61,379)

 

 

 

Total Stockholders’ Deficit

 (46,029)

 (32,179)

 

 

 

Total Liabilities and Stockholders’ Deficit

$                677

$            2,435



Going Concern – Note 2










5



ATLANTIC RESOURCES INC.

(An Exploration Stage Company)

STATEMENTS OF OPERATIONS

for the three and nine months ended April 30, 2011 and 2010

and for the period from February 9, 2007 (Date of Inception)

to April 30, 2011

(Unaudited)




 




Three months

ended

April 30, 2011

Nine months

ended

April 30, 2011




Three months

ended

April 30,

 2010

Nine months

ended

April 30, 2010

Accumulated for the Period February 9, 2007 (Date of Inception) to April 30,

 2011

 

 

 

 

 

 

 

 

 

 

 

 

Expenses

 

 

 

 

 

 

 

 

 

 

 

Geological, mineral and prospect costs

$               -

$               -

$                -

$               -

$         12,500

General and administrative

4,709

6,740

18

3,421

23,519

Incorporation costs

-

-

-

-

500

Professional fees

1,568

7,110

974

8,776

38,710

 

 

 

 

 

 

Net loss and comprehensive loss

 for the period

$    (6,277)

$    (13,850)

$         (992)

$    (12,197)

$    (75,229)

 

 

 

 

 

 

Basic and diluted earnings per common share

$   (0.001)

$   (0.003)

$      (0.000)

$   (0.003)

 

 

 

 

 

 

 

Weighted average number of common shares used in per share calculations


4,700,000

4,700,000


4,700,000

4,700,000

 

 

 

 


 

 

 

 

 


 

 

 

 

 

  

 

 

 

 

 


 

 






6



ATLANTIC RESOURCES INC.

(An Exploration Stage Company)

STATEMENTS OF CASH FLOWS

for the nine months ended April 30, 2011 and 2010

and for the period from February 9, 2007 (Date of Inception)

to April 30, 2011 (Unaudited)


 

 

 

Accumulated for the

 

 

 

Period  from

 

Nine months

Nine months

February 9, 2007

 

ended

ended

(Date of Inception) to

 

April 30

April 30

April 30

 

2011

2010

2011

 




Operating Activities




Loss for the period

$    (13,850)

$    (12,197)

$           (75,229)

Changes in non-cash working capital items



 

Accounts payable and accrued liabilities

3,092

1,898

16,206

 



 

Net cash provided by (used in) Operating Activities

(10,758)

(10,299)

                    (59,023)

 



 

Financing Activities



 

Advance from related party

9,000

15,909

30,500

Common stock issued for cash

-

-

29,200

 



 

Net cash provided by Financing Activities

9,000

15,909

59,700

 



 

Increase (Decrease) In Cash and Cash Equivalents During The Period

(1,758)

5,610


677

 



 

Cash and Cash Equivalents, Beginning of Period

2,435

1,539

-

-

 



 

Cash and Cash Equivalents, End of Period

$

677

$

7,149

$       

677

 



 

 



 

Supplementary disclosure of cash flow information



 

Cash paid for



 

Interest

$

-

$

-

$

-

Income taxes

$

-

$

-

$

-











7



ATLANTIC RESOURCES INC.

(An Exploration Stage Company)

STATEMENT OF

STOCKHOLDERS’ EQUITY (DEFICIT)

for the period from February 9, 2007

(Date of Inception)

to April 30, 2011

(Unaudited)



 





Additional

 

 

 

Common Stock

Paid-in

Accumulated

 

 

Shares

Amount

Capital

Deficit

Total

 

 

 

 

 

 

Balance, February 9, 2007

--

$           --

$                --

$                --

$                --

Shares issued for cash at $.001

per share March 12, 2007

3,000,000


3,000

--

--

 3,000

Shares issued for cash at $.001

per share March 14, 2007

1,200,000

1,200

 --

--

 1,200

Shares issued for cash at $.05

per share at April 26, 2007

500,000

500

 24,500

--

 25,000

Net loss and comprehensive loss for the period ended July 31, 2007


--


--

 --

 

 ( 9,059)

 

( 9,059)

 

 

 

 

 

 

Balance, July 31, 2007

4,700,000

4,700

24,500

(9,059)

20,141

Net loss and comprehensive loss for the year ended July 31, 2008


--


--

 --

 

 (23,857)

 

( 23,857)

 

 

 

 

 

 

Balance, July 31, 2008

4,700,000

4,700

24,500

(32,916)

(3,716)

Net loss and comprehensive loss for the year ended July 31, 2009


--


--

 --

 

 (11,552)

 

( 11,552)


Balance, July 31, 2009

4,700,000

4,700

24,500

(44,468)

(15,268)

 

 

 

 

 

 

Net loss and comprehensive loss for the year ended July 31, 2010


--


--

 --

 

 (16,911)

 

(16,911)


Balance, July 31, 2010

4,700,000

4,700

24,500

(61,379)

(32,179)

 

 

 

 

 

 

Net loss and comprehensive loss for the nine months ended April 30, 2011


--


--

  --

 

 (13,850)

 

(13,850)


Balance, April 30, 2011

4,700,000

$       4,700

$         24,500

$        (75,229)

$       (46,029)









8



ATLANTIC RESOURCES INC.

(An Exploration Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

April 30, 2011

(Unaudited)


Note 1

Operations


The Company was incorporated in the State of Nevada on February 9, 2007 and is in the exploration stage. The Company is engaged in activities related to the exploration for mineral resources in Canada. The Company acquired a mineral property claim located in the Province of British Columbia, Canada, but allowed the claim on October 6, 2010.  The Company is currently searching for new mineral properties to acquire.


The Company has adopted July 31as its fiscal year end.


Note 2

Summary of Significant Accounting Policies


This summary of significant accounting policies is presented to assist in understanding the financial statements. The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the U.S. and have been consistently applied in the preparation of the financial statements.

 

Going Concern


These financial statements have been prepared on the going concern basis, which presumes that the Company will continue operations for the foreseeable future and will be able to realize assets and discharge liabilities in the normal course of business. The Company has accumulated a deficit of $75,229 since inception, has yet to achieve profitable operations and further losses are anticipated in the development of its business, raising substantial doubt about the Company’s ability to continue as a going concern.  Its ability to continue as a going concern is dependent upon the ability of the Company to generate profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due.  These financial statements do not reflect the adjustments or reclassifications to the assets and liabilities which would be necessary if the Company was unable to continue its operations.  Management plans to obtain short-term loans from the directors of the Company.  


Revenue Recognition


The Company recognizes revenue when a contract is in place, minerals are delivered to the purchaser and collectability is reasonably assured.


Cash Equivalents


The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents. As at April 30, 2011, the Company did not have any cash equivalents. (July 31, 2010 – $nil).  







Atlantic Resources Inc.

9

(An Exploration Stage Company)

Notes to the Financial Statements

April 30, 2011



Note 2

Summary of Significant Accounting Policies - (cont’d)


Use of Estimates


The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying disclosures. Although these estimates are based on management's best knowledge of current events and actions the Company may undertake in the future, actual results may ultimately differ from the estimates.  Management believes such estimates to be reasonable.


Exploration Stage Company


As an exploration stage Company, it is a type of development stage company as defined in Financial Accounting Standard Board ("FASB") Accounting Standards Codification (“ASC”) 205-915, Development Stage Entities.  Accordingly, the Company devotes substantially all of its present efforts to establish its business and its planned principal operations have not commenced.  All losses accumulated since inception have been considered as part of the Company’s development stage activities.


Mineral Property Costs


Past mineral property acquisition, exploration and development costs have been expensed as incurred until such time as economic reserves are quantified, at which time the Company would capitalize all costs to the extent that future cash flows from mineral reserves equal or exceed the costs deferred The deferred costs will be amortized over the recoverable reserves when a property reaches commercial production.  Costs related to site restoration programs will be accrued over the life of the project.


Although the Company has taken steps to verify title to mineral properties in which it has an interest, according to the usual industry standards for the stage of exploration of such properties, these procedures do not guarantee the Company’s title.  Such properties may be subject to prior agreements or transfers and title may be affected by undetected defects.   


Basic and Diluted Loss Per Share


The Company computes net loss per share in accordance with FASB ASC 260, Earnings Per Share.  Basic loss per share is computed using the weighted average number of shares outstanding during the period.  Diluted EPS gives effect to all dilutive potential common shares outstanding during the year including stock options, using the treasury stock method, and convertible preferred stock, using the if-converted method.  In computing diluted EPS, the average stock price for the year is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants.  Diluted EPS excludes all dilutive potential common shares if their effect is anti dilutive.






Atlantic Resources Inc.

10

(An Exploration Stage Company)

Notes to the Financial Statements

April 30, 2011




Note 2

Summary of Significant Accounting Policies - (cont’d)


Income Taxes


The Company follows FASB ASC 740, Accounting for Income Taxes which requires the use of the asset and liability method of accounting for income taxes.  Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statements carrying amounts of existing assets and liabilities and loss carryforwards and their respective tax bases.  Deferred tax assets and liabilities and measured using enacted tax rates expected to apply to taxable income in the year in which those temporary differences are expected to be recovered or settled.


Environmental costs


Environmental expenditures that relate to current operations are expensed or capitalized as appropriate.  Expenditures that relate to an existing condition caused by past operations, and which do not contribute to current or future revenue generation, are expensed.  Liabilities are recorded when environmental assessments and/or remedial efforts are probable, and the cost can be reasonably estimated.  Generally, the timing of these accruals coincides with the earlier of:


i)

Completion of a feasibility study; or

ii)

The Company’s commitment to a plan of action based on the then known facts.


Financial Instruments


Fair Value


The fair value of financial instruments consisting of cash and cash equivalents, accrued liabilities, and amounts due to related party were estimated to approximate their carrying values based on the short-term maturity of these instruments. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest or credit risks arising from these financial instruments.


Risks


Financial instruments that potentially subject the Company to credit risk consist principally of cash. Management does not believe the Company is exposed to significant credit risk.  As well, management does not believe the Company is exposed to significant interest rate risks during the period presented in these financial statements.

The accompanying financial statements do not include any adjustments that might result from the eventual outcome of the risks and uncertainties described above.






Atlantic Resources Inc.

11

(An Exploration Stage Company)

Notes to the Financial Statements

April 30, 2011




Note 2

Summary of Significant Accounting Policies – (cont’d)


Financial Instruments – (cont’d)


Fair Value Measurements


The Company follows FASB ASC 820, Fair Value Measurements and Disclosures, for all financial instruments and non-financial instruments accounted for at fair value on a recurring basis. This new accounting standard establishes a single definition of fair value and a framework for measuring fair value, sets out a fair value hierarchy to be used to classify the source of information used in fair value measurement and expands disclosures about fair value measurements required under other accounting pronouncements. It does not change existing guidance as to whether or not an instrument is carried at fair value. The Company defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities, which are required to be recorded at fair value, the Company considers the principal or most advantageous market in which the Company would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as inherent risk, transfer restrictions and credit risk.


The Company has adopted FASB ASC 825, Financial Instruments, which allows companies to choose to measure eligible financial instruments and certain other items at fair value that are not required to be measured at fair value. The Company has not elected the fair value option for any eligible financial instruments.


Derivative Instruments


The Company accounts for derivative instruments according to FASB ASC 815, Derivatives and Hedging. These standards establish accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities.  If certain conditions are met, a derivative may be specifically designated as a hedge, the objective of which is to match the timing of gain or loss recognition on the hedging derivative with the recognition of (i) the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk or (ii) the earnings effect of the hedged forecasted transaction. For a derivative not designated as a hedging instrument, the gain or loss is recognized in income in the period of change.  The Company has not entered into derivatives contracts to hedge existing risks or for speculative purposes.


Cash and Currency Risks


The Company incurs expenditures in Canadian and U.S. dollars. Consequently, some assets and liabilities are exposed to Canadian dollar foreign currency fluctuations.  As at April 30, 2011, there were no amounts denominated in Canadian dollars included in the financial statements. The Company has cash balances at well-known financial institutions.  Balances in U.S. dollars at Canadian institutions are not protected by insurance and are therefore subject to deposit risk.  As at April 30, 2011 all cash and equivalents represented cash at Canadian financial institutions.






Atlantic Resources Inc.

12

(An Exploration Stage Company)

Notes to the Financial Statements

April 30, 2011



Note 2

Summary of Significant Accounting Policies – (cont’d)


Foreign Currency Translations


The Company's functional currency is US dollars. Foreign currency balances are translated into US dollars as follows:


Monetary assets and liabilities are translated at the period-end exchange rate. Non-monetary assets are translated at the rate of exchange in effect at their acquisition, unless such assets are carried at market or nominal value, in which case they are translated at the period-end exchange rate. Revenue and expense items are translated at the average exchange rate for the period. Foreign exchange gains and losses in the period are included in operations.


Recent Accounting Pronouncements


The Company adopts new pronouncements relating to generally accepted accounting principles applicable to the Company as they are issued, which may be in advance of their effective date.   Management does not believe that any recently issued, but not yet effective accounting standards, if currently adopted, would have a material effect on the accompanying financial statements.


Note 3

Accounts Payable and Accrued Liabilities


Accounts payable and accrued liabilities represent professional fees payable and accrued.


Note 4

Due to Related Party


The account represents advances made by a major shareholder and director.  The advances are due on demand without interest.


Note 5

Capital Stock


On March 12, 2007, the Company issued 3,000,000 common shares for $3,000 in cash to the sole director.


On March 14, 2007, the Company issued 1,200,000 common shares for $1,200 in cash.


On April 26, 2007, the Company issued 500,000 common shares for $25,000 in cash.


There are no shares subject to options, warrants or other agreements as at April 30, 2011.







13



Item 2. Management’s Discussion and Analysis or Plan of Operation


This document includes statements that may constitute forward-looking statements made pursuant to the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995 . We caution readers regarding certain forward-looking statements in this document, press releases, securities filings, and all other documents and communications.  All statements, other than statements of historical fact, including statements regarding industry prospects and future results of operations or financial position, made in this Quarterly Report on Form 10-Q (" Report ") are forward looking.  The words " believes ," " anticipates ," " estimates ," " expects ," and words of similar import, constitute " forward-looking statements ."  While we believe in the veracity of all statements made herein, forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by us, are inherently subject to significant business, economic and competitive uncertainties and contingencies and known and unknown risks.  As a result of such risks, our actual results could differ materially from those expressed in any forward-looking statements made by, or on behalf of, our company.  We will not necessarily update information if any forward-looking statement later turns out to be inaccurate.  Our actual results could differ materially from those anticipated in these forward-looking statements for many reasons, including risks and uncertainties set forth in our Annual Report on Form 10-K, as well as in other documents we file with the Securities and Exchange Commission (" SEC ").


The following information has not been audited.  You should read this information in conjunction with the unaudited financial statements and related notes to the financial statements included in this report.


Plan of Operation


As the Vic Vein lapsed as of October 6, 2010, we no longer have any rights to explore for and extract minerals from the Vic Vein mining claim.  We do not own any real property interest in any properties.


Our plan of operation for the twelve months is to complete the acquisition of a mineral exploration property and commence an initial phase of exploration on the property.  We estimate that the cost of acquisition and initial exploration will be approximately $35,000.


As well, we anticipate spending an additional $25,000 on administrative fees, including fees payable in connection with our filing obligations as a reporting issuer.  Total expenditures over the next 12 months are therefore expected to be approximately $60,000.


We do not have sufficient funds to cover a mineral property acquisition or to cover expenses associated with a first phase of the exploration program.  We anticipate that additional funding will be in the form of equity financing from the sale of our common stock or from director loans.  We do not have any arrangements in place for any future equity financing or loans.


If we are not successful in raising additional financing, we anticipate that we will not be able to proceed with our business plan.  In such a case, we may decide to discontinue our current business plan and seek other business opportunities in the resource or non-resource sector.  Any business opportunity would require our management to perform diligence on possible acquisition of additional resource properties.  Such due diligence would likely include purchase investigation costs, such as professional fees by consulting geologists, preparation of geological reports on the properties, conducting title searches and travel costs for site visits.  


Our current cash on hand will not be sufficient to acquire any resource property and additional funds will be required to close any possible acquisition.  As a reporting company, we will need to maintain our periodic filings with the appropriate regulatory authorities and will incur legal and accounting costs.  If no other such opportunities are available and we cannot raise additional capital to sustain minimum operations, we may





14



be forced to discontinue business.  We do not have any specific alternative business opportunities in mind and have not planned for any such contingency.


Based on the nature of our business, we anticipate incurring operating losses in the foreseeable future. We base this expectation, in part, on the fact that very few mineral claims in the exploration stage ultimately develop into producing, profitable mines.  Our future financial results are also uncertain due to a number of factors, some of which are outside our control.  These factors include the following:


• our ability to raise additional funding;


• our ability to locate and acquire a suitable interest in a mineral property;


•  the market price for minerals;


• the results of our proposed exploration programs; and


• our ability to find joint venture partners for the development of any property interests


We have not attained profitable operations and are dependent upon obtaining financing to pursue exploration activities.  For these reasons our auditors believe that there is substantial doubt that we will be able to continue as a going concern.


We have had no operating revenues since our inception on February 9, 2007 through April 30, 2011, and have incurred operating expenses in the amount of $75,229 for the same period.  Our activities have been financed from the proceeds of share subscriptions and director loans.


Results of Operations for Period Ending April 30, 2011


We did not earn any revenues during the nine-month period ending April 30, 2011.  We incurred operating expenses in the amount of $13,850 for the nine-month period ended April 30, 2011 (2010 - $12,197). Our operating expenses were comprised of general and administrative expenses of $6,740 (2010 - $3,421) and professional fees of $7,110 (2010 - $8,776).


Liquidity and Capital Resources


At April 30, 2011, we had total assets of $677, consisting entirely of cash and cash equivalents, and a negative working capital position of ($46,029).  Our liabilities consisted of accounts payable and accrued liabilities of $16,206 and $30,500 due to our former President for a loan he made to us.


We expect to continue incurring losses in the next twelve months. We have no agreements for additional financing and cannot provide any assurance that additional funding will be available to finance our operations on acceptable terms in order to enable us to complete our plan of operations.  There are no assurances that we will be able to achieve further sales of our common stock or any other form of additional financing.  If we are unable to achieve the financing necessary to continue our plan of operations, then we will not be able to continue our exploration of our mineral claim and our venture will fail.


Off-Balance Sheet Arrangements


We do not maintain any off-balance sheet transactions, arrangements, or obligations that are reasonably likely to have a material effect on our financial condition, results of operations, liquidity, or capital resources.  






15



Item 3.

Quantitative and Qualitative Disclosures About Market Risk


We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.


Item 4:

Controls and Procedures


Evaluation of Disclosure Controls


Based upon an evaluation of the effectiveness of our disclosure controls and procedures performed by our management, with participation of our Chief Executive Officer and Chief Financial Officer as of the end of the period covered by this report, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures have not been effective as a result of a weakness in the design of internal control over financial reporting.


As used herein, “disclosure controls and procedures” mean controls and other procedures of our company that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms.  Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.


Management’s Report on Internal Control Over Financial Reporting


Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f) under the Securities Exchange Act of 1934.  Under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our control over financial reporting based on the framework in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).  Based on our evaluation under the framework, management has concluded that our internal control over financial reporting was not effective as of April 30, 2011.


Certain internal control weaknesses became evident that, in the aggregate, represent material weaknesses, including:  (i) lack of segregation of incompatible duties; and (ii) insufficient Board of Directors representation.


There were no changes in our internal controls that occurred during the quarter covered by this report that have materially affected, or are reasonably likely to materially affect our internal controls.


PART II- OTHER INFORMATION


Item 1.

Legal Proceedings


We are not a party to any pending legal proceeding. Management is not aware of any threatened litigation, claims or assessments.


Item 1A.    Risk Factors


We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.





16




Item 2.

Changes in Securities and Use of Proceeds


We did not issue any securities during the quarter ended April 30, 2010.


Item 3. 

Defaults Upon Senior Securities


None.


Item 4. 

Submission of Matters to a Vote of Security Holders


None.


Item 5.

Other Information


None.


Item 6. 

Exhibits and Report on Form 8-K


(a)

Exhibit(s)


31.1

Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14 Or 15d-14 of the Securities Exchange Act Of 1934,as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002


32.1

Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C.  Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002


(b)

Reports on Form 8-K


On June 1, 2011 we announced that, effective May 27, 2011, John H. Schweitzer was appointed as our President, Chief Executive Officer, Secretary/Treasurer and as a director, in place of Raffi Khorchidian, who resigned from such positions and as a director.  In addition, on May 27, 2011 Mr. Khorchidian sold a total of 3,000,000 shares of restricted common stock, representing 67.92% of our issued and outstanding common stock, to Mr. Schweizter.






17



SIGNATURES



In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



DATED:   June 14, 2011


ATLANTIC RESOURCES INC.



/s/ John H. Schweitzer
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John H. Schweitzer,

President and Chief Executive Officer