Asia Atlantic Resources - FORM 10-Q

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EXCEL - IDEA: XBRL DOCUMENT - Asia Atlantic Resources	Financial_Report.xls
EX-31.2 - CERTIFICATION - Asia Atlantic Resources	f10q0114ex31ii_asiaatlantic.htm
EX-32.2 - CERTIFICATION - Asia Atlantic Resources	f10q0114ex32ii_asiaatlantic.htm
EX-32.1 - CERTIFICATION - Asia Atlantic Resources	f10q0114ex32i_asiaatlantic.htm
EX-31.1 - CERTIFICATION - Asia Atlantic Resources	f10q0114ex31i_asiaatlantic.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

_________________

(Mark One)

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

For the Quarterly Period Ended January 31, 2014

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)

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

Registrant’s telephone number, including area code: (786) 290-8054

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 x 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 x No ¨

The number of shares of the registrant’s common stock outstanding as of March 17, 2014 was 13,100,000.

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.

PART I

Item 1. Financial Statements.

ASIA ATLANTIC RESOURCES

(An Exploration Stage Company)

January 31, 2014

(Unaudited)

ASIA ATLANTIC RESOURCES.

(An Exploration Stage Company)

INTERIM BALANCE SHEETS

(Unaudited)

	January 31,			April 30,
	2014			2013
ASSETS
Current
Cash and cash equivalents	$	8,779		$	1,861
Prepaid expenses		4,000			-

Total Assets	$	12,779		$	1,861

LIABILITIES

Current
Accounts payable and accrued liabilities	$	2,050		$	9,100
Convertible note payable – Note 4		84,750			38,750
Due to related party – Note 3		63,136			63,136
		149,936			110,986

Going concern – Note 1

STOCKHOLDERS’ EQUITY (DEFICIT)

Capital Stock- Note 5
Authorized:
75,000,000 common shares with a par value of $.001
Issued and outstanding:
13,100,000 common shares		13,100			13,100
Additional paid in capital		154,400			154,400
Deficit accumulated during the exploration stage		(304,657	)		(276,625	)

Total Stockholders’ Deficit		(137,157	)		(109,125	)

Total Liabilities and Stockholders’ Deficit	$	12,779		$	1,861

See Accompanying Notes

ASIA ATLANTIC RESOURCES

(An Exploration Stage Company)

INTERIM STATEMENTS OF OPERATIONS

For the three and nine months ended January 31, 2014 and 2013, and

from the period January 22, 2007 (Date of Inception) to January 31, 2014

(Unaudited)

													Accumulated for
	For the three month ended						For the nine months ended						from January 22, 2007 (Date of Inception)
	January 31,						January 31,						to January 31,
	2014			2013			2014			2013			2014
Expenses
Geological, mineral and prospect costs	$	-		$	-		$	-		$	-		$	8,000
General and administrative		184			-			21,983			1,220			181,355
Incorporation costs		-			-			-			-			441
Management fees		2,000			-			2,000			-			2,000
Professional fees		1,300			1,350			4,050			4,450			112,975

Operating loss for the period		(3,484	)		(1,350	)		(28,033	)		(5,670	)		(304,771	)

Interest revenue		-			-			-			-			114

Net Loss for the Period	$	(3,484	)	$	(1,350	)	$	(28,033	)	$	(5,670	)	$	(304,657	)

Basic and fully diluted net loss per common share	$	(0.000	)	$	(0.000	)	$	(0.002	)	$	(0.000	)

Weighted average common shares outstanding		13,100,000			13,100,000			13,100,000			13,100,000

See Accompanying Notes

ASIA ATLANTIC RESOURCES

(An Exploration Stage Company)

INTERIM STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)

for the period from January 22, 2007 (Date of Inception) to January 31, 2014

(Unaudited)

					Additional		Share
	Common Stock				Paid-in		Subscriptions			Accumulated
	Shares		Amount		Capital		Received			Deficit			Total

Balance, January 22, 2007		-	$	-	$	-	$	-		$	-		$	-

Shares issued for cash at $.001		2,000,000		2,000		-		-			-			2,000
Shares issued for cash at $.005		5,600,000		5,600		22,400		-			-			28,000
Net loss for the period		-		-		-		-			(12,072	)		(12,072	)
Balance, April 30, 2007		7,600,000		7,600		22,400		-			(12,072	)		17,928

Net loss for the year		-		-		-		-			(13,588	)		(13,588	)
Balance, April 30, 2008		7,600,000		7,600		22,400		-			(25,660	)		4,340

Shares issued for cash at $.025		4,000,000		4,000		96,000		-			-			100,000
Net loss for the year		-		-		-		-			(61,279	)		(61,279	)
Balance, April 30, 2009		11,600,000		11,600		118,400		-			(86,939	)		43,061

Share subscriptions received				-		-		25,000			-			25,000
Shares issued from subscriptions		1,000,000		1,000		24,000		(25,000	)		-			-
Shares issued for cash of $0.025		500,000		500		12,000		-						12,500
Net loss for the year		-		-		-		-			(103,153	)		(103,153	)
Balance, April 30, 2010		13,100,000		13,100		154,400		-			(190,092	)		(22,592	)

Net loss for the year		-		-		-		-			(61,452	)		(61,452	)
Balance, April 30, 2011		13,100,000	$	13,100	$	154,400		-			(251,544	)		(84,044	)

Net loss for the year		-		-		-		-			(13,761	)		(13,761	)
Balance, April 30, 2012		13,100,000	$	13,100	$	154,400		-			(265,305	)		(97,805	)

Net loss for the year		-		-		-		-			(11,320	)		(11,320	)
Balance, April 30, 2013		13,100,000	$	13,100	$	154,400		-		$	(276,625	)	$	(109,125	)


Net loss for the period	-		-		-	-		(28,033	)		(28,033	)
Balance, Oct 31, 2013	13,100,000	$	13,100	$	154,400	-	$	(304,657	)	$	(304,657	)

See Accompanying Notes

ASIA ATLANTIC RESOURCES

(An Exploration Stage Company)

INTERIM STATEMENTS OF CASH FLOWS

For the nine months ended January 31, 2014 and 2013, and

from the period January 22, 2007 (Date of Inception) to January 31, 2014

(Unaudited)

	For the nine months ended						From January 22, 2007 (Date of Inception) To
	January 31,						January 31,
	2014			2013			2014

Operating Activities
Net loss for the period	$	(28,033	)	$	(5,670	)	$	(304,657	)
Cash provided by (used in) changes in operating assets and liabilities
Accounts payable and accrued liabilities		(7,049	)		(4,650	)		2,050

Net cash provided by (used in) Operating Activities		(35,082	)		(10,320	)		(302,607	)

Financing Activities
Related party advances		-			-			63,136
Convertible note payable		46,000			5,000			78,250
Note payable		-			-			6,500
Common stock issued for cash		-			-			167,500

Net cash provided by Financing Activities		46,000			5,000			315,386

Increase in cash and cash equivalents during the period		10,918			(5,320	)		12,779

Cash and cash equivalents, beginning of the period		1,861			7,781			-

Cash and cash equivalents, end of the period	$	12,229		$	2,461		$	12,779

Supplemented disclosure of cash flow Information:
Cash paid for:
Interest	$	-		$	-		$	-
Income Taxes	$	-		$	-		$	-

See Accompanying Notes

ASIA ATLANTIC RESOURCES

(An Exploration Stage Company)

NOTES TO THE INTERIM FINANCIAL STATEMENTS

January 31, 2014

(Unaudited)

Note 1 - 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 acquired a mineral property located in the Province of British Columbia, Canada, which 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, 2014, the Company had not yet achieved profitable operations, has accumulated losses of $304,567 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 directors of the Company. There are no current arrangements in place for equity funding or short-term loans.

Note 2 - Summary of Significant Accounting Policies

Basis of presentation and interim reporting

The Company’s financial statements included herein are prepared under the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America. While the information presented in the accompanying 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 period presented in accordance with accounting principles generally accepted in the United States of America. All adjustments are of a normal recurring nature.

Although these interim financial statements follow the same accounting policies and methods of their application as the Company’s April 30, 2013 annual financial statements, 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, 2013 annual financial statements. The results of operations for the period are not necessarily indicative of the results expected for a full year or for any future periods.

Development Stage Company

The Company is a development stage company as defined in the Financial Accounting Standards Board (“SASB”) Accounting Standards Codification (“ASC”) Topic 205-915, “Development Stage Entities.”

ASIA ATLANTIC RESOURCES

(An Exploration Stage Company)

NOTES TO THE INTERIM FINANCIAL STATEMENTS

January 31, 2014

(Unaudited)

Note 2 - Summary of Significant Accounting Policies - continued

The Company is still in the developmental stage, devoting substantially all of its present efforts to establish its business and its planned principal operations have not commenced, as only one subsidiary has started to realize some revenues but has not achieved full operations. All losses accumulated since inception have been considered as part of the Company’s development stage activities.

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 pronouncement not yet effective but recently issued would, if adopted, have a material effect on the accompanying financial statements.

Note 3 - Related party transactions

The Company’s former director advanced funds to the Company. There are no repayment terms or interest attached to the advances. As at January 31, 2014 $14,486 in advances remain owing by the Company and a further $48,650 remain owing to a former Director for management fees. These transactions resulted in an amount due to related parties as at January 31, 2014 of $63,136.

Note 4 - 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.

On February 15, 2011, the Company entered into a convertible line of credit note, which bears no interest, has a maturity date of December 31, 2013 and is unsecured. The line allows for draws up to $100,000, of which the Company has drawn $78,250. At January 31, 2014, the Company has $21,750 which can be drawn. It is convertible at the option of the holder at the lesser of 60% of the 3 day prior closing price, $0.01 or the price shares are sold to a third party. This convertible line of credit note has been further extended to December 30, 2016.

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.

ASIA ATLANTIC RESOURCES

(An Exploration Stage Company)

NOTES TO THE INTERIM FINANCIAL STATEMENTS

January 31, 2014

(Unaudited)

Note 5 - 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 500,000 common shares for $12,500 in cash.

On October 22, 2009, the Company received share subscriptions for 500,000 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, 2014.

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.

Results of Operations for the Three-Month Period Ended January 31, 2014

We had no revenues for the three-month periods ended January 31, 2014 or 2013. 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 $3,484 for the three-month period ended January 31, 2014 as compared with $1,350 for the three-month period ended January 31, 2013. The increase is due to an increase in management fees of $2,000, an increase of $184 in general and administrative fees and a $50 decrease in professional fees for the period in 2014 as compared to 2013. All these expenses were for administrative costs, management fees and professional fees.

At January 31, 2014, we had total assets of $12,779 consisting of $8,779 in cash and $4,000 in prepaid expenses. There were total liabilities of $149,936 consisting of accounts payable and accrued liabilities of $2,050 a note payable of $84,750 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, 2014. 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, 2014 because the following material weakness in internal control over financial reporting existed as of January 31, 2014.

(i) lack of segregation of incompatible duties due to insufficient personnel; and

(ii) Insufficient Board of Directors representation.

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, 2014 that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.

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		* Certification of the Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002

31.2		* Certification of the Acting Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002

32.1		* Certification of the Chief Executive Officer under Section 906 of the Sarbanes-Oxley Act of 2002.

32.2		* Certification of the Acting Chief Financial 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:

None.

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 18, 2014	By:	/s/ J. Francisco Terreforte
			J. Francisco Terreforte
			Chief Executive Officer, President and Chairman of the Board

Asia Atlantic Resources - FORM 10-Q - March 18, 2014

Attached files

Asia Atlantic Resources Reports