UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ASIA ATLANTIC RESOURCES
-------------------------------------------
(Name of small business issuer in its charter)
NEVADA 1000 PENDING
State or jurisdiction Primary Standard I.R.S.
of incorporation or Industrial Employer Identification
organization Classification No.
Code Number
Asia Atlantic Resources
113 Warrick Street
Coquitlam, B.C. V3K 5L3
Telephone: 206-339-4977
Facsimile: 206-339-4977
--------------------------------------------------------------
(Address and telephone number of principal executive offices)
United States Corporate Agents, Inc.
500 N. Rainbow Blvd., Suite 300A
Las Vegas, NV 89107
Telephone: 206-339-4977
Facsimile: 206-339-4977
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(Name, address and telephone number of agent for service)
Approximate date of
proposed sale to the public: as soon as practicable after the effective
date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box.
| X |
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering.
| |
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering.
| |
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration
statement for the same offering.
| |
If delivery of the prospectus is expected to be made pursuant to Rule 434,check
the following box.
| |
CALCULATION OF REGISTRATION FEE
TITLE OF EACH DOLLAR AMOUNT PROPOSED PROPOSED AMOUNT OF
CLASS OF TO BE MAXIUM MAXIMUM REGISTRATION
SECURITIES REGISTERED OFFERING AGGREGATE FEE (2)
TO BE PRICE PER OFFERING
REGISTERED SHARE (1) PRICE (2)
Common Stock $28,000 $0.005 $28,000 $3.00
(1) Based on the price on February 15, 2007
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457 under the Securities Act.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION
8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO
SECTION 8(A), MAY DETERMINE.
SUBJECT TO COMPLETION, DATED OCTOBER 8, 2007
PROSPECTUS
ASIA ATLANTIC RESOURCES
5,600,000 SHARES
COMMON STOCK
----------------
The selling shareholders named in this prospectus are offering all of the
shares of common stock offered through this prospectus.
Our common stock is presently not traded on any market or securities exchange.
- ----------------
THE PURCHASE OF THE SECURITIES OFFERED THROUGH THIS PROSPECTUS INVOLVES A HIGH
DEGREE OF RISK. SEE SECTION ENTITLED "RISK FACTORS" ON PAGES 6-8
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN
OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
The selling shareholders will sell our shares at $0.005 per share until our
shares are quoted on the OTC Bulletin Board, and thereafter at prevailing
market prices or privately negotiated prices. We cannot ensure that our shares
will be quoted on the OTC Bulletin Board.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON
THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
----------------
THE DATE OF THIS PROSPECTUS IS: OCTOBER 8, 2007
TABLE OF CONTENTS
PAGE
SUMMARY 5
RISK FACTORS 6
- IF WE DO NOT OBTAIN ADDITIONAL FINANCING, OUR BUSINESS WILL FAIL 6
- BECAUSE WE HAVE NOT COMMENCED BUSINESS OPERATIONS, WE FACE A HIGH
RISK OF BUSINESS FAILURE 6
- BECAUSE OF THE SPECULATIVE NATURE OF EXPLORATION OF MINING
PROPERTIES, THERE IS SUBSTANTIAL RISK THAT OUR BUSINESS WILL FAIL 7
- BECAUSE OUR CONTINUATION AS A GOING CONCERN IS IN DOUBT, WE WILL
BE FORCED TO CEASE BUSINESS OPERATIONS UNLESS WE CAN GENERATE
PROFIT IN THE FUTURE. 7
- BECAUSE OF THE INHERENT DANGERS INVOLVED IN MINERAL
EXPLORATION, THERE IS A RISK THAT WE MAY INCUR LIABILITY OR
DAMAGES, WHICH COULD HURT OUR FINANCIAL POSITION AND POSSIBLY
RESULT IN THE FAILURE OF OUR BUSINESS. 7
- EVEN IF WE DISCOVER COMMERCIAL RESERVES OF PRECIOUS METALS ON
THE KL BAEZ PROPERTY , WE MAY NOT BE ABLE TO SUCCESSFULLY
OBTAIN COMMERCIAL PRODUCTION 7
- BECAUSE OUR PRESIDENT HAS OTHER BUSINESS INTERESTS, HE MAY NOT BE
ABLE OR WILLING TO DEVOTE A SUFFICIENT AMOUNT OF TIME TO OUR
BUSINESS OPERATIONS, CAUSING OUR BUSINESS TO FAIL. 7
- BECAUSE OUR SOLE DIRECTOR HAS NO TECHNICAL EXPERIENCE IN MINERAL
EXPLORATION, OUR BUSINESS HAS A HIGH RISK OF FAILURE 8
- IF A MARKET FOR OUR COMMON STOCK DOES NOT DEVELOP, SHAREHOLDERS
MAY BE UNABLE TO SELL THEIR SHARES AND WILL INCUR LOSSES AS A
RESULT 8
- A PURCHASER IS PURCHASING PENNY STOCK WHICH LIMITS THE ABILITY
TO SELL STOCK 8
USE OF PROCEEDS 8
DETERMINATION OF OFFERING PRICE 8
DILUTION 8
SELLING SECURITYHOLDERS 9
PLAN OF DISTRIBUTION 11
LEGAL PROCEEDINGS 12
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS 12
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 13
DESCRIPTION OF SECURITIES 13
INTEREST OF NAMED EXPERTS AND COUNSEL 14
DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION FOR SECURITIES
ACT LIABILITIES 14
ORGANIZATION WITHIN LAST FIVE YEARS 14
DESCRIPTION OF BUSINESS 15
PLAN OF OPERATIONS 18
DESCRIPTION OF PROPERTY 19
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 19
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS 19
EXECUTIVE COMPENSATION 20
FINANCIAL STATEMENTS 21
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE 40
SUMMARY
PROSPECTIVE INVESTORS ARE URGED TO READ THIS PROSPECTUS IN ITS ENTIRETY.
We intend to be in the business of mineral property exploration. To date, we
have not conducted any exploration on our sole exploration target, the KL Baez
property, located approximately 125 kilometers west of Quesnel, British
Columbia in the Cariboo Mining Division. We purchased the KL Baez property
from Mr. Terry Loney for the sum of $8,000.
Our objective is to conduct mineral exploration activities on the KL Baez
property in order to assess whether it possesses economic reserves. We have not
yet identified any economic mineralization on the KL Baez property. Our
proposed exploration program is designed to search for an economic mineral
deposit.
We were incorporated on January 22, 2007, under the laws of the state of
Nevada. Our principal offices are located at 470 113 Warrick Street,
Coquitlam, B.C. V3K 5L3. Our telephone number is 206-339-4977.
THE OFFERING:
SECURITIES Up to 5,600,000 shares of common stock.
BEING
OFFERED
OFFERING
PRICE
The selling shareholders will sell our shares at $0.005 per share until our
shares are quoted on the OTC Bulletin Board, and thereafter at
prevailing market prices or privately negotiated prices. We cannot ensure
that our shares will be quoted on the OTC Bulletin Board. We determined
this offering price based upon the price of the last sale of our common stock
to investors.
TERMS OF
OFFERING
THE The selling shareholders will determine when and how they will sell the
common stock offered in this prospectus.
TERMINATION
OF THE
OFFERING
The offering will conclude when all of the 5,600,000 shares of common stock
have been sold, the shares no longer need to be registered to be sold or we
decide to terminate the registration of the shares.
SECURITIES
ISSUED AND
TO BE ISSUED
7,600,000 shares of our common stock are issued and outstanding as of the
date of this prospectus. All of the common stock to be sold under this
prospectus will be sold by existing shareholders.
USE OF
PROCEEDS
We will not receive any proceeds from the sale of the common stock by the
selling shareholders.
SUMMARY FINANCIAL INFORMATION
BALANCE SHEET
April 30, 2007
(audited)
Cash $21,869
Total Assets $21,869
Liabilities $3,941
Total Stockholders' Equity $17,928
STATEMENT OF OPERATIONS
From Incorporation on
January 22, 2007 to April 30, 2007
(audited)
Revenue $0
Net Loss and Deficit $(12,072)
RISK FACTORS
An investment in our common stock involves a high degree of risk. The following
is a discussion of all of the material risks relating to the offering and our
business. You should carefully consider the risks described below and the other
information in this prospectus before investing in our common stock. If any of
the following risks occur, our business, operating results and financial
condition could be seriously harmed. The trading price of our common stock
could decline due to any of these risks, and you may lose all or part of your
investment.
IF WE DO NOT OBTAIN ADDITIONAL FINANCING, OUR BUSINESS WILL FAIL.
Our current operating funds are less than necessary to complete all intended
exploration of the KL Baez property, and therefore we will need to obtain
additional financing in order to complete our business plan. We currently do
not have any operations and we have no income. As well, we will not receive
any funds from this registration.
Our business plan calls for significant expenses in connection with the
exploration of the KL Baez property. While we have sufficient funds to conduct
initial exploration on the property, we will require additional financing in
order to determine whether the property contains economic mineralization. We
will also require additional financing if the costs of exploration of the KL
Baez property are greater than anticipated.
We will require additional financing to sustain our business operations if we
are not successful in earning revenues once exploration is complete. We do not
currently have any arrangements for financing and may not be able to find such
financing if required.
BECAUSE WE HAVE NOT COMMENCED BUSINESS OPERATIONS, WE FACE A HIGH RISK OF
BUSINESS FAILURE.
We have not yet commenced exploration on the KL Baez property. Accordingly, we
have no way to evaluate the likelihood that our business will be successful. We
were incorporated on January 22, 2007 and to date have been involved primarily
in organizational activities and the acquisition of an interest in the KL Baez
property. We have not earned any revenues as of the date of this prospectus.
Potential investors should be aware of the difficulties normally encountered by
new mineral exploration companies and the high rate of failure of such
enterprises. The likelihood of success must be considered in light of the
problems, expenses, difficulties, complications and delays encountered in
connection with the exploration of the mineral properties that we plan to
undertake. These potential
problems include, but are not limited to, unanticipated problems relating to
exploration, and additional costs and expenses that may exceed current
estimates.
Prior to completion of our exploration stage, we anticipate that we will incur
increased operating expenses without realizing any revenues. We therefore
expect to incur significant losses into the foreseeable future. We recognize
that if we are unable to generate significant revenues from development of the
KL Baez property and the production of minerals from the claim, we will not be
able to earn profits or continue operations.
There is no history upon which to base any assumption as to the likelihood that
we will prove successful, and it is doubtful that we will generate any
operating revenues or ever achieve profitable operations. If we are
unsuccessful in addressing these risks, our business will most likely fail.
BECAUSE OF THE SPECULATIVE NATURE OF EXPLORATION OF MINING PROPERTIES, THERE IS
A SUBSTANTIAL RISK THAT OUR BUSINESS WILL FAIL.
The search for valuable minerals as a business is extremely risky. The
likelihood of our mineral claim containing economic mineralization is extremely
remote. Exploration for minerals is a speculative venture necessarily involving
substantial risk. In all probability, the KL Baez property does not contain any
reserves and funds that we spend on exploration will be lost. As well, problems
such as unusual or unexpected formations and other conditions are involved in
mineral exploration and often result in unsuccessful exploration efforts. In
such a case, we would be unable to complete our business plan.
BECAUSE OUR CONTINUATION AS A GOING CONCERN IS IN DOUBT, WE WILL BE FORCED TO
CEASE BUSINESS OPERATIONS UNLESS WE CAN GENERATE PROFIT IN THE FUTURE.
The report of our independent accountant to our audited financial statements
for the period ended April 30, 2007 indicates that there are a number of
factors that raise substantial doubt about our ability to continue as a going
concern. Such factors identified in the report are that we have no source of
revenue and our dependence upon obtaining adequate financing. If we are not
able to continue as a going concern, it is likely investors will lose all of
their investment.
BECAUSE OF THE INHERENT DANGERS INVOLVED IN MINERAL EXPLORATION, THERE IS A
RISK THAT WE MAY INCUR LIABILITY OR DAMAGES, WHICH COULD HURT OUR FINANCIAL
POSITION AND POSSIBLY RESULT IN THE FAILURE OF OUR BUSINESS.
The search for valuable minerals involves numerous hazards. As a result, we may
become subject to liability for such hazards, including pollution, cave-ins
and other hazards against which we cannot insure or against which we may elect
not to insure. The payment of such liabilities may have a material adverse
effect on our financial position.
EVEN IF WE DISCOVER COMMERCIAL RESERVES OF PRECIOUS METALS ON THE KL BAEZ
PROPERTY, WE MAY NOT BE ABLE TO SUCCESSFULLY COMMENCE COMMERCIAL PRODUCTION
UNLESS WE RECEIVE ADDITIONAL FUNDS, OF WHICH THERE IS NO GUARANTEE.
The KL Baez property does not contain any known bodies of mineralization. If
our exploration programs are successful in establishing gold of commercial
tonnage and grade, we will require additional funds in order to place the KL
Baez property into commercial production. We may not be able to obtain such
financing.
BECAUSE OUR PRESIDENT HAS OTHER BUSINESS INTERESTS, HE MAY NOT BE ABLE OR
WILLING TO DEVOTE A SUFFICIENT AMOUNT OF TIME TO OUR BUSINESS OPERATIONS,
CAUSING OUR BUSINESS TO FAIL.
Our president, Mr. Christopher Murphy, intends to devote approximately 20% of
his business time providing his services to us. While Mr. Murphy presently
possesses adequate time to attend to our interests, it is possible that the
demands on Mr. Murphy from his other obligations could increase with the result
that he would no longer be able to devote sufficient time to the management of
our business.
BECAUSE OUR SOLE DIRECTOR HAS NO TECHNICAL EXPERIENCE IN MINERAL EXPLORATION,
OUR BUSINESS HAS A HIGHER RISK OF FAILURE.
Our sole director has no technical training in the field of geology and
specifically in the areas of exploring for, starting and operating a mine. As a
result, we may not be able to recognize and take advantage of potential
acquisition and exploration opportunities in the sector without the aid of
qualified geological consultants. As well, with no direct training or
experience, our management may not be fully aware of the specific requirements
related to working in this industry. His decisions and choices may not be well
thought out and our operations, earnings and ultimate financial success may
suffer irreparable harm as a result.
IF A MARKET FOR OUR COMMON STOCK DOES NOT DEVELOP, SHAREHOLDERS MAY BE UNABLE
TO SELL THEIR SHARES AND WILL INCUR LOSSES AS A RESULT.
There is currently no market for our common stock and no certainty that a
market will develop. We currently plan to apply for listing of our common stock
on the over the counter bulletin board upon the effectiveness of the
registration statement, of which this prospectus forms a part. Our shares may
never trade on the bulletin board. If no market is ever developed for our
shares, it will be difficult for shareholders to sell their stock. In such a
case, shareholders may find that they are unable to achieve benefits from
their investment.
A PURCHASER IS PURCHASING PENNY STOCK WHICH LIMITS HIS OR HER ABILITY TO SELL
THE STOCK.
The shares offered by this prospectus constitute penny stock under the Exchange
Act. The shares will remain penny stock for the foreseeable future. The
classification of penny stock makes it more difficult for a broker-dealer to
sell the stock into a secondary market, thus limiting investment liquidity. Any
broker-dealer engaged by the purchaser for the purpose of selling his or her
shares in our company will be subject to rules 15g-1 through 15g-10 of the
Exchange Act. Rather than creating a need to comply with those rules, some
broker-dealers will refuse to attempt to sell penny stock.
FORWARD-LOOKING STATEMENTS
This prospectus contains forward-looking statements that involve risks and
uncertainties. We use words such as anticipate, believe, plan, expect, future,
intend and similar expressions to identify such forward-looking statements. You
should not place too much reliance on these forward-looking statements. Our
actual results may differ materially from those anticipated in these forward-
looking statements for many reasons, including the risks faced by us described
in the "Risk Factors" section and elsewhere in this prospectus.
USE OF PROCEEDS
We will not receive any proceeds from the sale of the common stock offered
through this prospectus by the selling shareholders.
DETERMINATION OF OFFERING PRICE
The selling shareholders will sell our shares at $0.005 per share until our
shares are quoted on the OTC Bulletin Board, and thereafter at prevailing
market prices or privately negotiated prices. We cannot ensure that our shares
will be quoted on the OTC Bulletin Board. We determined this offering price,
based upon the price of the last sale of our common stock to investors.
DILUTION
The common stock to be sold by the selling shareholders is common stock that is
currently issued and outstanding. Accordingly, there will be no dilution to our
existing shareholders.
SELLING SECURITYHOLDERS
The selling shareholders named in this prospectus are offering all of the
5,600,000 shares of common stock offered through this prospectus. These shares
were acquired from us in a private placement that that was exempt from
registration under Regulation S of the Securities Act of 1933 and was completed
on February. 15, 2007
The following table provides as of the date of this prospectus, information
regarding the beneficial ownership of our common stock held by each of the
selling shareholders, including:
1. the number of shares owned by each prior to this offering;
2. the total number of shares that are to be offered for each;
3. the total number of shares that will be owned by each upon completion
of the offering; and
4. the percentage owned by each upon completion of the offering.
TOTAL NUMBER
OF SHARES TOTAL SHARES PERCENT OWNED
SHARES OWNED TO BE OFFERED OWNED UPON UPON COMPLETION OF
PRIOR TO THIS FOR SELLING COMPLETION OF THIS
OFFERING SHAREHOLDERS THIS OFFERING OFFERING
NAME OF ACCOUNT
SELLING
STOCKHOLDER
Voula Goutsos 200,000 200,000 Nil Nil
Jeff Santos 200,000 200,000 Nil Nil
Dennis 200,000 200,000 Nil Nil
McKelvey
Brent Cruz 200,000 200,000 Nil Nil
Ashely O'Mara 200,000 200,000 Nil Nil
Jordan MacNab 200,000 200,000 Nil Nil
Geoff Carter 200,000 200,000 Nil Nil
Michael Ilic 200,000 200,000 Nil Nil
Bill McAloney 200,000 200,000 Nil Nil
Patricia 200,000 200,000 Nil Nil
McAloney
Brock 200,000 200,000 Nil Nil
Alexander
Konstantina 200,000 200,000 Nil Nil
Goutsos
Tony Chow 200,000 200,000 Nil Nil
Derek Iwanaka 200,000 200,000 Nil Nil
Mary McBean 200,000 200,000 Nil Nil
Dianne McBean 200,000 200,000 Nil Nil
Chai-Beng 200,000 200,000 Nil Nil
Rajan
Aminmohammed 200,000 200,000 Nil Nil
Rajan
Nick Daniel 200,000 200,000 Nil Nil
Dana Helgason 200,000 200,000 Nil Nil
Andre 200,000 200,000 Nil Nil
Parfenuik
Melissa Rajan 200,000 200,000 Nil Nil
Ryan Mukada 200,000 200,000 Nil Nil
Blair Poy 200,000 200,000 Nil Nil
Danny Lowe 200,000 200,000 Nil Nil
Susanna 200,000 200,000 Nil Nil
Chaudhary
Jason Wang 200,000 200,000 Nil Nil
Young Min Kim 200,000 200,000 Nil Nil
Each of the above shareholders beneficially owns and has sole voting and
investment over all shares or rights to the shares registered in his or her
name. The numbers in this table assume that none of the selling shareholders
sells shares of common stock not being offered in this prospectus or purchases
additional shares of common stock, and assumes that all shares offered are
sold. The percentages are based on 7,600,000 shares of common stock
outstanding on the date of this prospectus.
None of the selling shareholders:
(1) has had a material relationship with us other than as a shareholder at
any time within the past three years;
(2) has ever been one of our officers or directors; or
(3) is a broker-dealer or affiliate of a broker dealer.
PLAN OF DISTRIBUTION
The selling shareholders may sell some or all of their common stock in one or
more transactions, including block transactions. Such sales may occur in
private transactions arranged by each selling shareholder in accordance with
resale exemptions in applicable jurisdictions or through the facilities of the
OTC Bulletin Board, if we successfully obtain a quotation for our stock, of
which there is no guarantee.
The selling shareholders will sell our shares at $0.005 per share until our
shares are quoted on the OTC Bulletin Board, and thereafter at prevailing
market prices or privately negotiated prices. We cannot ensure that our shares
will be quoted on the OTC Bulletin Board.
We determined this offering price arbitrarily based upon the price of the last
sale of our common stock to investors. The shares may also be sold in
compliance with the Securities and Exchange Commission's Rule 144.
We are bearing all costs relating to the registration of the common stock. The
selling shareholders, however, will pay any commissions or other fees payable
to brokers or dealers in connection with any sale of the common stock.
The selling shareholders must comply with the requirements of the Securities
Act and the Exchange Act in the offer and sale of the common stock. In
particular, during such times as the selling shareholders may be deemed to be
engaged in a distribution of the common stock, and therefore be considered to
be an underwriter, they must comply with applicable law and may, among other
things:
1. Not engage in any stabilization activities in connection with our
common stock;
2. Furnish each broker or dealer through which common stock may be
offered, such copies of this prospectus, as amended from time to time,
as may be required by such broker or dealer; and
3. Not bid for or purchase any of our securities or attempt to induce any
person to purchase any of our securities other than as permitted under
the Exchange Act.
The Securities Exchange Commission has also adopted rules that regulate broker-
dealer practices in connection with transactions in penny stocks. Penny stocks
are generally equity securities with a price of less than $5.00 (other than
securities registered on certain national securities exchanges or quoted on the
Nasdaq system, provided that current price and volume information with respect
to transactions in such securities is provided by the exchange or system).
The penny stock rules require a broker-dealer, prior to a transaction in a
penny stock not otherwise exempt from those rules, deliver a standardized risk
disclosure document prepared by the Commission, which:
{circle}contains a description of the nature and level of risk in the market
for penny stocks in both public offerings and secondary trading;
{circle}contains a description of the broker's or dealer's duties to the
customer and of the rights and remedies available to the customer with
respect to a violation of such duties;
{circle}contains a brief, clear, narrative description of a dealer market,
including "bid" and "ask" prices for penny stocks and the significance of
the spread between the bid and ask price;
{circle}contains a toll-free telephone number for inquiries on disciplinary
actions;
{circle}defines significant terms in the disclosure document or in the
conduct of trading penny stocks; and
{circle}contains such other information and is in such form (including
language, type, size, and format) as the Commission shall require by rule
or regulation;
The broker-dealer also must provide, prior to proceeding with any transaction
in a penny stock, the customer:
{circle}with bid and offer quotations for the penny stock;
{circle}details of the compensation of the broker-dealer and its salesperson
in the transaction;
{circle}the number of shares to which such bid and ask prices apply, or other
comparable information relating to the depth and liquidity of the market
for such stock; and
{circle}monthly account statements showing the market value of each penny
stock held in the customer's account.
In addition, the penny stock rules require that prior to a transaction in a
penny stock not otherwise exempt from those rules; the broker-dealer must make
a special written determination that the penny stock is a suitable investment
for the purchaser and receive the purchaser's written acknowledgment of the
receipt of a risk disclosure statement, a written agreement to transactions
involving penny stocks, and a signed and dated copy of a written suitability
statement. These disclosure requirements will have the effect of reducing the
trading activity in the secondary market for our stock because it will be
subject to these penny stock rules. Therefore, stockholders may have difficulty
selling those securities.
LEGAL PROCEEDINGS
We are not currently a party to any legal proceedings. Our address for
service of process in Nevada is 500 N. Rainbow Blvd., Suite 300A, Las Vegas,
NV 89107.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
Our executive officer and director and his age as of the date of this
prospectus is as follows:
DIRECTOR:
NAME OF DIRECTOR AGE
- ------------------------
Christopher Murphy 23
EXECUTIVE OFFICER:
NAME OF OFFICER AGE OFFICE
Christopher Murphy 23 President, Secretary, Treasurer and Chief Executive
Officer
BIOGRAPHICAL INFORMATION
Set forth below is a brief description of the background and business
experience of our executive officer and director for the past five years.
MR. CHRISTOPHER MURPHY has acted as our president, secretary, treasurer, chief
executive officer and as a director since our incorporation on January 22,
2007. From July 2006 until present he is also the President and owner of
No-Limit Renovations a company involved in the design and custom installation
of residential and commercial flooring. From June 2004 to June 2006 he was an
event coordinator and card dealer for the Montana Recreation Club. From January
2003 to June 2004 he was employed with Campbell Wood Construction as a
labourer. From January 2001 until January 2003 he was employed by Arnold Bros.
Transport as a forklift operator.
Mr. Murphy does not have any professional training or technical credentials in
the exploration, development and operation of mines.
Mr.Murphy intends to devote approximately 20% of his business time to our
affairs.
TERM OF OFFICE
Our sole director is appointed for a one-year term to hold office until the
next annual general meeting of our shareholders or until removed from office in
accordance with our bylaws. Our sole officer is appointed by our board of
directors and hold office until removed by the board.
SIGNIFICANT EMPLOYEES
We have no significant employees other than the officer and director described
above.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table provides the names and addresses of each person known to us
to own more than 5% of our outstanding common stock as of the date of this
prospectus, and by the officers and directors, individually and as a group.
Except as otherwise indicated, all shares are owned directly.
AMOUNT OF
TITLE OF NAME AND ADDRESS BENEFICIAL PERCENT OF CLASS
CLASS OF BENEFICIAL OWNER OWNERSHIP
Common stock Christopher Murphy 2,000,000 26.32%
113 Warrick Street
Coquitlam, B.C. V3K 5L3
Common stock All officers 2,000,000 26.32%
and directors as a group
The percent of class is based on 7,600,000 shares of common stock issued and
outstanding as of the date of this prospectus.
DESCRIPTION OF SECURITIES
GENERAL
Our authorized capital stock consists of 75,000,000 shares of common stock at a
par value of $0.001 per share.
COMMON STOCK
As of the date of this prospectus, there were 7,600,000 shares of our common
stock issued and outstanding that are held by 29 stockholders of record.
Holders of our common stock are entitled to one vote for each share on all
matters submitted to a stockholder vote. Holders of common stock do not have
cumulative voting rights. Therefore, holders of a majority of the shares of
common stock voting for the election of directors can elect all of the
directors. A vote by the holders of a majority of our outstanding shares is
required to effectuate certain fundamental corporate changes such as
liquidation, merger or an amendment to our articles of incorporation.
Holders of common stock are entitled to share in all dividends that the board
of directors, in its discretion, declares from legally available funds. In the
event of a liquidation, dissolution or winding up, each outstanding share
entitles its holder to participate pro rata in all assets that remain after
payment of liabilities and after providing for each class of stock, if any,
having preference over the common stock.
Holders of our common stock have no pre-emptive rights, no conversion rights
and there are no redemption provisions applicable to our common stock.
PREFERRED STOCK
We do not have an authorized class of preferred stock.
DIVIDEND POLICY
We have never declared or paid any cash dividends on our common stock. We
currently intend to retain future earnings, if any, to finance the expansion of
our business. As a result, we do not anticipate paying any cash dividends in
the foreseeable future.
SHARE PURCHASE WARRANTS
We have not issued and do not have outstanding any warrants to purchase shares
of our common stock.
OPTIONS
We have not issued and do not have outstanding any options to purchase shares
of our common stock.
CONVERTIBLE SECURITIES
We have not issued and do not have outstanding any securities convertible into
shares of our common stock or any rights convertible or exchangeable into
shares of our common stock.
INTERESTS OF NAMED EXPERTS AND COUNSEL
No expert or counsel named in this prospectus as having prepared or certified
any part of this prospectus or having given an opinion upon the validity of the
securities being registered or upon other legal matters in connection with the
registration or offering of the common stock was employed on a contingency
basis, or had, or is to receive, in connection with the offering, a substantial
interest, direct or indirect, in the registrant. Nor was any such person
connected with the registrant as a promoter, managing or principal underwriter,
voting trustee, director, officer, or employee.
Fox Law Offices, P.A., our legal counsel. has provided an opinion on the
validity of our common stock.
The financial statements included in this prospectus and the registration
statement have been audited by K.R. Margetson Ltd., Chartered Accountant, to
the extent and for the periods set forth in their report appearing elsewhere in
this document and in the registration statement filed with the SEC, and are
included in reliance upon such report given upon the authority of said firm as
experts in auditing and accounting.
DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION FOR SECURITIES ACT
LIABILITIES
Our directors and officers are indemnified as provided by the Nevada Revised
Statutes and our Bylaws. These provisions provide that we shall indemnify a
director or former director against all expenses incurred by him by reason of
him acting in that position. The directors may also cause us to indemnify an
officer, employee or agent in the same fashion.
We have been advised that in the opinion of the Securities and Exchange
Commission indemnification for liabilities arising under the Securities Act is
against public policy as expressed in the Securities Act, and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities is asserted by one of our directors, officers, or controlling
persons in connection with the securities being registered, we will, unless in
the opinion of our legal counsel the matter has been settled by controlling
precedent, submit the question of whether such indemnification is against
public policy to a court of appropriate jurisdiction. We will then be governed
by the court's decision.
ORGANIZATION WITHIN LAST FIVE YEARS
We were incorporated on January 22, 2007 under the laws of the state of Nevada.
On that date, Christopher Murphy was appointed as our sole director. As well,
Mr. Murphy was appointed as our president, secretary, treasurer and chief
executive officer.
DESCRIPTION OF BUSINESS
We intend to commence operations as an exploration stage company. We will be
engaged in the acquisition and exploration of mineral properties with a view to
exploiting any mineral deposits we discover. We own a 100% interest in one
mineral claim known as the KL Baez property
There is no assurance that a commercially viable mineral deposit exists on the
KL Baez property. We do not have any current plans to acquire interests in
additional mineral properties, though we may consider such acquisitions in the
future.
Mineral property exploration is typically conducted in phases. Each subsequent
phase of exploration work is recommended by a geologist based on the results
from the most recent phase of exploration. We have not yet commenced the
initial phase of exploration on the KL Baez property. Once we have completed
each phase of exploration, we will make a decision as to whether or not we
proceed with each successive phase based upon the analysis of the results of
that program. Our director will make this decision based upon the
recommendations of the independent geologist who oversees the program and
records the results.
Our plan of operation is to conduct exploration work on the KL Baez property in
order to ascertain whether it possesses economic quantities of mineralization.
There can be no assurance that an economic mineral deposit exists on the KL
Baez property until appropriate exploration work is completed.
Even if we complete our proposed exploration programs on the KL Baez property
and we are successful in identifying a mineral deposit, we will have to spend
substantial funds on further drilling and engineering studies before we will
know if we have a commercially viable mineral deposit.
KL BAEZ PURCHASE
On February 9, 2007, we entered into a mineral property option agreement with
Kyle Loney whereby he sold a 100% interest to the KL Baez property in
consideration of a cash payment of $8,000.
LOCATION AND ACCESS
The KL Baez property consists of 15, 500 hectares and is located in the
Interior Plateau region of central British Columbia. The area is located 125
kilometers west of Quesnel, British Columbia and 50 kilometers southwest of the
locality of Nazko, British Columbia. The property is centered at 52*44'N
latitude, 124*13'W longitude.
The south half of the property is accessed via paved highway from Williams Lake,
British Columbia to Redstone, then by the Clusko-Thunder Mountain Forest
Service Road 80 kilometers north to the property. The northern portion of the
property is accessed by paved highway from Quesnel, B.C. to Nazko they by the
Michelle Canyon Forest Service Roads 70 kilometers west to the property.
Several northwest and northeast seismic lines cross the property and provide
access for all-terrain vehicles to remote areas of the claim block.
TITLE TO THE KL BAEZ PROPERTY
The KL Baez property consists of one mineral claim comprising 15,500 hectares.
A "mineral claim" refers to a specific section of land over which a title
holder owns rights to explore the ground and subsurface, and extract minerals.
Claim details are as follows:
Claim Name Tenure Number Cells Due Date
KL Baez 566117 093C03H094B September 17, 2008
KL Baez 566117 093C03H094C September 17, 2008
KL Baez 566117 093C03H094A September 17, 2008
KL Baez 566117 093C03H094D September 17, 2008
PHYSIOGRAPHY
The KL Baez area covers several broad marshy drainages which flow north into
the Baezaeko River, south into the Clusko River and east into the Clisbako
River. Broad ridges with 50 to 100 meters relief form watershed divides between
drainages. Vegetation varies from grassy meadows in the lowlands to spruce and
pine on the uplands.
EXPLORATION HISTORY
Phelps Dodge Corporation of Canada, Limited commenced exploration work in the
region by staking the claims in 1992. Between June and October, 1993, 134 days
were spent prospecting, establishing grids, soil geochemical sampling and
preliminary geological mapping. A large flagged grid was established to follow-
up anomalous soil geochemical results. Prospecting and preliminary geological
mapping was conducted along ridge lines on the west, central and southern
portions of the claims.
REGIONAL GEOLOGY
The oldest rocks exposed in the Interior Plateau consists of are Pennsylvanian
to Permian age Cache Creek Group sedimentary rocks. These are overlain by Upper
Triassic to Lower Jurassic Takla Group andesite and basalt flows, tuffs, and
breccia and associated clastic rocks. Argillite and conglomerate sedimentary
rock and andesite flows and breccia of the Middle Jurassic Hazelton Group occur
predominantly in the northern portion of the Chilcoting Plateau. This sequence
is unconformably overlain by Upper Cretaceous, Paleocene, Eocene and possibly
Oligocene rocks of the Ootsa Lake Group. This group is comprised of rhyolitic
to dacitic tuff, flows and breccias with minor amounts of andesite, basalt,
conglomerate and tuffaceous shale. A sequence of Eocene to Miocene andesite,
dacite and rhyolite volcanic rocks of the Endako Group and Pliocene to
Pleitstocene Chilcotin group vesicular andesite and basalt flows, breccias and
cinder coned conformably overlie the Ootsa Lake Group. Pleistocene to recent
till, gravel and sand infill drainage basins and locally form eskers and
moraines up to 100 meters thick.
RECOMMENDATIONS
We have obtained a geological report on the KL Baez claim that was prepared by
Amanda Tremblay. Ms. Tremblay has an Honors Bachelor of Science degree in
Geology from Queens University. The geological report summarizes details
concerning the KL Baez claim and makes a recommendation for further exploration
work.
Based on her review of geological information relating to the KL Baez claim,
Ms. Tremblay recommends an initial exploration program on the property
consisting of grid emplacement, concentrated geological mapping and sampling,
geophysical surveys and an initial drill hole.
Grid emplacement involves dividing the claims area into subsections in order to
aid the plotting of exploration data.
Mapping involves plotting previous exploration data relating to a property on a
map in order to determine the best property locations to conduct subsequent
exploration work. Sampling consists of a geologist gathering pieces of rock or
soil for mineral testing because they appear to contain valuable
mineralization.
Geophysical surveying is the search for mineral deposits by measuring the
physical property of near-surface rocks, and looking for unusual responses
caused by the presence of mineralization. Electrical, magnetic, gravitational,
seismic and radioactive properties are the ones most commonly measured.
Geophysical surveys are applied in situations where there is insufficient
information obtainable from the property surface to allow informed opinions
concerning the merit of properties.
Drilling involves extracting a long cylinder of rock from the ground to
determine amounts of metals at different depths. Pieces of the rock obtained,
known as drill core, are analyzed for mineral content.
COMPLIANCE WITH GOVERNMENT REGULATION
We will be required to comply with all regulations, rules and directives of
governmental authorities and agencies applicable to the exploration of minerals
in Canada generally, and in British Columbia specifically.
Because there will not be any appreciable disturbance to the land during the
phase one and two exploration programs on the KL Baez property, we will not
have to seek any government approvals prior to conducting exploration, as it is
deemed "low-disturbance/low-impact" by the British Columbia Department of
Energy, Mines and Petroleum Resources (BCDM).
We will have to sustain the cost of reclamation and environmental mediation for
all exploration and development work undertaken. The amount of these costs is
not known at this time as we do not know the extent of the exploration program
that will be undertaken beyond completion of the currently planned work
programs. Because there is presently no information on the size, tenor, or
quality of any resource or reserve at this time, it is impossible to assess the
impact of any capital expenditures on earnings or our competitive position in
the event a potentially economic deposit is discovered.
If we enter into production, the cost of complying with permit and regulatory
environment laws will be greater than in the exploration phases because the
impact on the project area is greater. Permits and regulations will control
all aspects of any production program if the project continues to that stage
because of the potential impact on the environment. Examples of regulatory
requirements include:
- Water discharge will have to meet water standards;
- Dust generation will have to be minimal or otherwise re-mediated;
- Dumping of material on the surface will have to be re-contoured and
re-vegetated;
- An assessment of all material to be left on the surface will need
to be environmentally benign;
- Ground water will have to be monitored for any potential
contaminants;
- The socio-economic impact of the project will have to be evaluated
and if deemed negative, will have to be re-mediated; and
- There will have to be an impact report of the work on the local
fauna and flora.
EMPLOYEES
We have no employees as of the date of this prospectus other than our sole
director.
RESEARCH AND DEVELOPMENT EXPENDITURES
We have not incurred any other research or development expenditures since our
incorporation.
SUBSIDIARIES
We do not have any subsidiaries.
PATENTS AND TRADEMARKS
We do not own, either legally or beneficially, any patents or trademarks.
REPORTS TO SECURITY HOLDERS
Although we are not required to deliver a copy of our annual report to our
security holders, we will voluntarily send a copy of our annual report,
including audited financial statements, to any registered shareholder who
requests it. We will not be a reporting issuer with the Securities and
Exchange Commission until our registration statement on Form SB-2 is declared
effective.
We have filed a registration statement on Form SB-2, under the Securities Act
of 1933, with the Securities and Exchange Commission with respect to the shares
of our common stock offered through this prospectus. This prospectus is filed
as a part of that registration statement, but does not contain all of the
information contained in the registration statement and exhibits. Statements
made in the registration statement are summaries of the material terms of the
referenced contracts, agreements or documents of the company. We refer you to
our registration statement and each exhibit attached to it for a more detailed
description of matters involving the company, and the statements we have made
in this prospectus are qualified in their entirety by reference to these
additional materials. You may inspect the registration statement, exhibits and
schedules filed with the Securities and Exchange Commission at the Commission's
principal office in Washington, D.C. Copies of all or any part of the
registration statement may be obtained from the Public Reference Section of the
Securities and Exchange Commission, 100 F Street NE, Washington, D.C. 20549.
Please call the Commission at 1-800-SEC-0330 for further information on the
operation of the public reference rooms. The Securities and Exchange
Commission also maintains a web site at http://www.sec.gov that contains
reports, proxy statements and information regarding registrants that file
electronically with the Commission. This site contains information statements
and other information regarding issuers that file electronically with the
Commission. Our registration statement and the referenced exhibits can also
be found on this site.
PLAN OF OPERATIONS
Our plan of operation for the twelve months following the date of this
prospectus is to complete the geologist recommended exploration work on the KL
Baez property consisting of grid emplacement, concentrated geological mapping
and sampling, geophysical surveys and an initial drill hole. We estimate that
the cost of this entire program, which we will conduct in phases, will be
approximately $50,000.
We intend to retain a professional geologist to undertake the proposed
exploration on the KL Baez claim. We do not have any verbal or written
agreement regarding the retention of any particular geologist.
We intend to commence the initial phase of exploration in the fall of 2007 and
anticipate that it will be completed by the summer of 2008, including the
interpretation of all data collected.
As well, we anticipate spending an additional $20,000 on professional fees,
including fees payable in connection with the filing of this registration
statement and complying with reporting obligations.
Total expenditures over the next 12 months are therefore expected to be
$70,000.
While we have enough funds on hand to commence initial exploration on the KL
Baez property, we will require additional funding to cover our administrative
expenses and to complete all recommended exploration. As well, we will need
additional financing in order to complete any additional exploration that is
recommended once this initial exploration is completed.
We anticipate that additional funding will be required in the form of equity
financing from the sale of our common stock. However, we do not have any
arrangements in place for any future equity financing.
RESULTS OF OPERATIONS FOR THE PERIOD FROM INCEPTION THROUGH APRIL 30, 2007
We have not earned any revenues from our incorporation on January 22, 2007 to
April 30, 2007. We do not anticipate earning revenues unless we enter into
commercial production on the KL Baez property, which is doubtful. We have not
commenced the exploration stage of our business and can provide no assurance
that we will discover economic mineralization on the KL Baez property, or if
such minerals are discovered, that we will enter into commercial production.
We incurred operating expenses in the amount of $12,072 for the period from our
inception on January 22, 2007 to April 30, 2007. These operating expenses were
comprised of geological, mineral and prospect costs of $8,000, general and
administration expenses of $131, incorporation costs of $441 and professional
fees of $3,500.
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.
DESCRIPTION OF PROPERTY
We own a 100% interest in one mining claim, known as the KL Baez property,
located in the Cariboo Mining Division of British Columbia. We only hold the
right to explore for and extract minerals from the KL Baez claim. We do not
own any real property rights to the KL Baez property. We do not own or lease
any property other than the KL Baez property.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None of the following parties has, since our date of incorporation, had any
material interest, direct or indirect, in any transaction with us or in any
presently proposed transaction that has or will materially affect us:
* Any of our directors or officers;
* Any person proposed as a nominee for election as a director;
* Any person who beneficially owns, directly or indirectly, shares carrying
more than 10% of the voting rights attached to our outstanding shares of
common stock;
* Our sole promoter, Christopher Murphy;
* Any member of the immediate family of any of the foregoing persons.
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
NO PUBLIC MARKET FOR COMMON STOCK
There is presently no public market for our common stock. We anticipate
applying for trading of our common stock on the over the counter bulletin board
upon the effectiveness of the registration statement of which this prospectus
forms a part. However, we can provide no assurance that our shares will be
traded on the bulletin board or, if traded, that a public market will
materialize.
STOCKHOLDERS OF OUR COMMON SHARES
As of the date of this registration statement, we have 29 registered
shareholders.
RULE 144 SHARES
A total of 2,000,000 shares of our common stock are available for resale to the
public after February 14,,2008 in accordance with the volume and trading
limitations of Rule 144 of the Act. In general, under Rule 144 as currently in
effect, a person who has beneficially owned shares of a company's common stock
for at least one year is entitled to sell within any three month period a
number of shares that does not exceed the greater of:
1. 1% of the number of shares of the company's common stock then
outstanding which, in our case, will equal 76,000 shares as of the
date of this prospectus; or
2. the average weekly trading volume of the company's common stock during
the four calendar weeks preceding the filing of a notice on Form 144
with respect to the sale.
Sales under Rule 144 are also subject to manner of sale provisions and notice
requirements and to the availability of current public information about the
company.
Under Rule 144(k), a person who is not one of the company's affiliates at any
time during the three months preceding a sale, and who has beneficially owned
the shares proposed to be sold for at least two years, is entitled to sell
shares without complying with the manner of sale, public information, volume
limitation or notice provisions of Rule 144.
As of the date of this prospectus, persons who are our affiliates hold all of
the 2,000,000 shares that may be sold pursuant to Rule 144.
REGISTRATION RIGHTS
We have not granted registration rights to the selling shareholders or to any
other persons.
DIVIDENDS
There are no restrictions in our articles of incorporation or bylaws that
prevent us from declaring dividends. The Nevada Revised Statutes, however, do
prohibit us from declaring dividends where, after giving effect to the
distribution of the dividend:
1. we would not be able to pay our debts as they become due in the usual
course of business; or
2. our total assets would be less than the sum of our total liabilities
plus the amount that would be needed to satisfy the rights of
shareholders who have preferential rights superior to those receiving
the distribution.
We have not declared any dividends, and we do not plan to declare any dividends
in the foreseeable future.
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The table below summarizes all compensation awarded to, earned by, or paid to
our executive officer by any person for all services rendered in all capacities
to us for the fiscal period from our inception on January 22, 2007 to April 30,
2007 and the subsequent period to the date of this prospectus.
ANNUAL COMPENSATION
OTHER RESTR STOCK OPTIONS LP
NAME TITLE YEAR SALARY BONUS COMP. AWARDED /SARS(#) LAYOUTS($)
Christopher Pres, 2007 $0 0 0 0 0 0
Murphy Sec,
Treas,
CEO,
& Dir
STOCK OPTION GRANTS
We have not granted any stock options to the executive officer since our
inception.
CONSULTING AGREEMENTS
We do not have any employment or consulting agreement with our director or
officer. We do not pay Mr. Murphy any amount for acting as a director of the
Company.
FINANCIAL STATEMENTS
INDEX TO FINANCIAL STATEMENTS:
1. Report of Independent Registered Public Accounting Firm;
2. Audited financial statements for the period ending April 30, 2007 and
interim financial statements for the period ended July 31, 2007,
including:
a. Balance Sheet;
b. Statement of Operations;
c. Statement of Stockholders' Equity;
d. Statement of Cash Flows; and
e. Notes to Financial Statements
ASIA ATLANTIC RESOURCES
(An Exploration Stage Company)
FINANCIAL STATEMENTS
April 30, 2007
K. R. MARGETSON LTD. CHARTERED ACCOUNTANT
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders,
Asia Atlantic Resources
We have audited the accompanying balance sheet of Asia Atlantic Resources (An
Exploration Stage Company) as of April 30, 2007 and the related statements of
operations, stockholders' equity and cash flows for the period from January 22,
2007 (Date of Inception) to April 30, 2007. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.
We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States of America). Those standards require
that we plan and perform an audit to obtain reasonable assurance whether the
financial statements are free of material misstatement. An audit includes
examining on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.
In our opinion, these financial statements present fairly, in all material
respects, the financial position of the Company as of April 30, 2007 and the
results of its operations and its cash flows for period from January 22, 2007
(Date of Inception) to April 30, 2007 in conformity with accounting principles
generally accepted in the United States of America.
The accompanying financial statements have been prepared using accounting
principles generally accepted in the Unites States of America assuming that the
Company will continue as a going concern. As discussed in Note 2 to the
financial statements, the Company is an exploration stage company and has yet
to commence operations, which raises substantial doubt about its ability to
continue as a going concern. Management's plans in regard to their planned
financing and other matters are also described in Note 2. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
Sechelt, Canada "K R. MARGETSON LTD."
July 16, 2007 Chartered Accountant
PO BOX 45, 5588 INLET AVENUE TELEPHONE: 604-885-2810 NE: 604-885-2810
SECHELT, BC V0N 3A0 FACSIMILE: 604-885-2834
CANADA E-MAIL: keith@krmargetson.com
ASIA ATLANTIC RESOURCES.
(An Exploration Stage Company)
BALANCE SHEET
April 30, 2007
ASSETS
Current
Cash and cash equivalents $ 21,869
Total Assets $ 21,869
LIABILITIES
Current
Accounts
payable and accrued liabilities - Note 3 $ 3,500
Due to related party 441
Total Liabilities $ 3,941
STOCKHOLDERS' EQUITY
Capital Stock - Note 6
Authorized:
75,000,000 common shares with a par
value of $.001
Issued and outstanding 7,600,000
common shares $ 7,600
Additional paid in capital 22,400
Accumulated deficit (12,072)
Total Stockholders' Equity $ 17,928
Total Liabilities and STockholders' Equity $ 21,869
Going Concern - Note 2
SEE ACCOMPANYING NOTES
ASIA ATLANTIC RESOURCES
(An Exploration Stage Company)
STATEMENT OF OPERATIONS
for the period from January 22, 2007
(Date of Inception)
to April 30, 2007
Accumulated for
the period from
January 22, 2007
(Date of Inception)
to April 30, 2007
Expenses
Geological, mineral and prospect costs $ 8,000
General and administrative 131
Incorporation costs 441
Professional fees 3,500
Net loss for the period $(12,072)
Basic and fully diluted net loss per common share ( .002)
Weighted average common shares outstanding 5,800,000
SEE ACCOMPANYING NOTES
ASIA ATLANTIC RESOURCES
(An Exploration Stage Company)
STATEMENT OF CASH FLOWS
for the period from January 22, 2007
(Date of Inception)
to April 30, 2007
Accumulated for
the period from
January 22, 2007
(Date of Inception)
to April 30, 2007
Operating Activities
Net loss for the period $( 12,072)
Cash provided by (used in) changes
in operating assets and liabilities
Accounts payable and accrued liabilities 3,500
Net cash provided by (used in) operating
Activities ( 8,572)
Financing Activities
Due to related party 441
Common stock issued for cash 30,000
30,441
Increase in cash and cash equivalents during the period 21,869
Cash and cash equivalents, beginning of the period --
Cash and cash equivalents, end of the period $ 21,869
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 Financial Statements
April 30, 2007
ASIA ATLANTIC RESOURCES
(An Exploration Stage Company)
STATEMENT OF
STOCKHOLDERS' EQUITY
for the period from January 22, 2007
(Date of Inception)
to April 30, 2007
Additional
Common Stock Paid-in Accumulated
Shares Amount Capital 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 ended
April 30, 2007 --- --- --- ( 12,072) ( 12,072)
Balance, April 30,
2007 7,600,000 $7,600 $22,400 $(12,072) $ 17,928
SEE ACCOMPANYING NOTES
ASIA ATLANTIC RESOURCES
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
April 30, 2007
Note 1 Operations
The Company was incorporated in the State of Nevada on January 22, 2007
and is in the exploration stage. The Company has acquired a mineral
property located in the Province of British Columbia, Canada, and has
not yet determined whether this property contains reserves that are
economically recoverable. The recoverability of amounts from the
property will be dependent upon the discovery of economically
recoverable reserves, confirmation of the Company's interest in the
underlying property, the ability of the Company to obtain necessary
financing to satisfy expenditure requirements and to complete the
development of the property and upon future profitable production or
proceeds from the sale thereof..
The Company has adopted April 30 as 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.
Accounting Methods
The Company's financial statements are prepared using the accrual basis
of accounting in accordance with accounting principles generally
accepted in the United States of America.
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 $12,072 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 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.
Revenue Recognition
The Company recognizes revenue when minerals are delivered to the
purchaser.
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.
Cash Equivalents
Cash equivalents are defined as highly liquid securities with
maturities of three months or less.
Mineral Property Costs
Mineral property acquisition, exploration and development costs are
expensed as incurred until such time as economic reserves are
quantified. From that time forward, the Company will capitalize all
costs to the extent that future cosh 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. To date, the Company has not established
any proven reserves on its mineral property.
Basic and Diluted Loss Per Share
The Company reports basic loss per share in accordance with Statement
of Financial Accounting Standards No. 128, "Earnings Per Share" and
International Accounting Standards IAS 33. Basic loss per share is
computed using the weighted average number of shares outstanding during
the period (year). Diluted earning's per share includes the
potentially dilutive effect of outstanding common stock options and
warrants which are convertible to common shares.
Income Taxes
The Company follows Statement of Financial Accounting Standards No.
109, "Accounting for Income Taxes" ("FAS 109") which requires the use
of the asset and liability method of accounting for income taxes.
Under the asset and liability method of FAS 109, 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 are 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
The carrying value of the Company's financial instruments, consisting
of cash and cash equivalents, accounts payable and accrued liabilities
and related party payable, approximate their fair value due to the
short-term maturity of such 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.
Derivative Instruments
The Financial Accounting Standards Board issued Statement of Financial
Accounting Standards ("SFAS") No. 133, "Accounting for Derivative
Instruments and Hedging Activities," as amended by SFAS No. 137,
"Accounting for Derivative Instruments and Hedging Activities -
Deferral of the Effective Date of FASB No. 133", SFAS No. 138,
"Accounting for Certain Derivative Instruments and Certain Hedging
Activities", and SFAS No. 149, "Amendment of Statement 133 on
Derivative Instruments and Hedging Activities", which is effective for
the Company as of its inception. These statements establish accounting
and reporting standards for derivative instruments, including certain
derivative instruments embedded in other contracts, and for hedging
activities. They require that an entity recognize all derivatives as
either assets or liabilities in the balance sheet and measure those
instruments at fair value.
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, 2007, 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, 2007 all cash and equivalents represented cash at
Canadian financial institutions.
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.
On February 9, 2007, the Company purchased a mineral claim in the
Province of British Columbia for $8,000. The claim will expire on
September 17, 2008 unless the Company carries out assessment procedures
as required by government.
Note 4 Accounts Payable and Accrued Liabilities
Accrued professional fees payable $ 3,500
Note 5 Income Taxes
The impact of differences between the Company's reported income tax
provision on operating income and the benefit that would otherwise
result from the application of statutory rates is as follows:
Income tax at the statutory rate of 34.1% $ 4,117
Permanent difference ( 38)
Timing difference of incorporation cost ( 110)
Valuation allowance (3,969)
Income tax benefit $ ----
Note 5 Income Taxes - (cont'd)
As at April 30, 2007, the net deferred tax asset is as follows
Deferred tax assets
Net operating loss carried forward of
$11,639 $ 3,969
Less valuation allowance ( 3,969)
$ ----
Under normal circumstances the ability to apply the tax loss of $11,639
will expire in 2017.
Note 6 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.
There are no shares subject to options, warrants or other agreements as
at April 30, 2007.
ASIA ATLANTIC RESOURCES
(An Exploration Stage Company)
INTERIM FINANCIAL STATEMENTS
July 31, 2007
ASIA ATLANTIC RESOURCES.
(An Exploration Stage Company)
INTERIM BALANCE SHEET
July 31, 2007 and April 30, 2007
(Unaudited)
July 31, April 30,
2007 2007
ASSETS
Current
Cash and cash equivalents $16,305 $21,869
Total Assets $16,305 $21,869
LIABILITIES
Current
Accounts payable and
accrued liabilities $1,555 $3,500
Due to related party 441 441
Total Liabilities 1,996 3,941
STOCKHOLDERS' EQUITY
Capital Stock
Authorized:
75,000,000 common shares with a
par value of $.001
Issued and outstanding:
7,600,000 common shares 7,600 7,600
Additional paid in capital 22,400 22,400
Accumulated deficit (15,691) (12,072)
Total Stockholders' Equity 14,309 17,928
Total Liabilities and
Stockholders' Equity $16,305 $21,869
Going Concern - Note 2
SEE ACCOMPANYING NOTES
ASIA ATLANTIC RESOURCES
(An Exploration Stage Company)
INTERIM STATEMENT OF OPERATIONS
for the three months ended July 31, 2007 and
from the period January 22, 2007 (Date of Inception) to July 31, 2007
Accumulated for
Three months from January 22, 2007
ended (Date of Inception)
July 31, 2007 to July 31, 2007
Expenses
Geological, mineral and
prospect costs $- $8,000
General and administrative 64 195
Incorporation costs - 441
Professional fees 3,555 7,055
Net loss for the period $(3,619) $(15,691)
Basic and fully diluted net
loss per common share (0.00) (0.00)
Weighted average common
shares outstanding 7,600,000 6,671,579
SEE ACCOMPANYING NOTES
ASIA ATLANTIC RESOURCES
(An Exploration Stage Company)
INTERIM STATEMENT OF CASH FLOWS
for the three months ended July 31, 2007 and
from the period January 22, 2007 (Date of Inception) to April 30, 2007
Three months From January 22, 2007
ended (Date of Inception)
July 31, 2007 to July 31, 2007
Operating Activities
Net loss for the period $(3,619) $(15,691)
Cash provided by (used in) changes
in operating assets and liabilities
Accounts payable and
accrued liabilities (1,945) 1,555
Net cash provided by (used
in) Operating Activities (5,564) (14,136)
Financing Activities
Due to related party $- $441
Common stock issued for
cash - 30,000
- 30,441
Increase in cash and cash
equivalents during the
period (5,564) 16,305
Cash and cash equivalents,
beginning of the period 21,869 -
Cash and cash equivalents,
end of the period $16,305 $16,305
Supplemented disclosure of cash flow
information:
Cash paid for:
Interest $- $-
Income taxes $- $-
SEE ACCOMPANYING NOTES
Asia Atlantic Resources
Notes to the Interim Financial Statements
July 31, 2007
Page 2
ASIA ATLANTIC RESOURCES
(An Exploration Stage Company)
INTERIM STATEMENT OF STOCKHOLDERS' EQUITY
for the period from January 22, 2007 (Date of Inception) to July 31, 2007
Additional
Common Stock Paid-in Accumulated
Shares Amount Capital 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 period - - - (3,619) (3,619)
Balance, July 31, 2007 7,600,000 $7,600 $22,400 $(15,691) $14,309
F-5
ASIA ATLANTIC RESOURCES
(An Exploration Stage Company)
NOTES TO THE INTERIM FINANCIAL STATEMENTS
July 31, 2007
Note 1 Interim Reporting
While the information presented in the accompanying interim three months
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. These interim financial statements follow the same
accounting policies and methods of their application as the Company's April
30, 2007 annual financial statements. All adjustments are of a normal
recurring nature. It is suggested that these interim financial statements be
read in conjunction with the Company's April 30, 2007 annual financial
statements.
Operating results for the three months ended July 31, 2007 are not
necessarily indicative of the results that can be expected for the
year ended April 30, 2008.
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 has acquired a
mineral property located in the Province of British Columbia, Canada,
and has not yet determined whether this property contains reserves
that are economically recoverable. The recoverability of amounts from
the property will be dependent upon the discovery of economically
recoverable reserves, confirmation of the Company's interest in the
underlying property, the ability of the Company to obtain necessary
financing to satisfy expenditure requirements and to complete the
development of the property and upon future profitable production or
proceeds from the sale thereof..
The Company has adopted April 30 as its fiscal year end.
These interim consolidated 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 twelve months.
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
July 31, 2007, the Company has not yet achieved profitable operations, has
accumulated losses of $15,691 since its inception and 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. 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 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
F-6
from the directors of the Company. There are no current arrangements in
place for equity funding or short-term loans.
Note 3 Summary of Significant Accounting Policies
Revenue Recognition
The Company recognizes revenue when minerals are delivered to the
purchaser.
Mineral Property Costs
Mineral property acquisition, exploration and development costs are
expensed as incurred until such time as economic reserves are
quantified. From that time forward, the Company will capitalize all
costs to the extent that future cosh 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. To date, the Company has not
established any proven reserves on its mineral property.
Environtmental 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:
iii) completion of a feasibility study; or
iv) the Company's commitment to a plan of action based on the then
known facts.
Note 4 Mineral Property
On February 9, 2007, the Company purchased a mineral claim in the
Province of British Columbia for $8,000. The claim will expire on
September 17, 2008 unless the Company carries out assessment
procedures as required by government.
F-7
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
We have had no changes in or disagreements with our accountants.
Until ______________, all dealers that effect transactions in these securities
whether or not participating in this offering, may be required to deliver a
prospectus. This is in addition to the dealer's obligation to deliver a
prospectus when acting as underwriters and with respect to their unsold
allotments or subscriptions.
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Our officers and directors are indemnified as provided by the Nevada Revised
Statutes (the "NRS") and our bylaws.
Under the NRS, director immunity from liability to a company or its
shareholders for monetary liabilities applies automatically unless it is
specifically limited by a company's articles of incorporation that is not the
case with our articles of incorporation. Excepted from that immunity are:
(1) a willful failure to deal fairly with the company or its shareholders in
connection with a matter in which the director has a material conflict
of interest;
(2) a violation of criminal law (unless the director had reasonable cause to
believe that his or her conduct was lawful or no reasonable cause to
believe that his or her conduct was unlawful);
(3) a transaction from which the director derived an improper personal
profit; and
(4) willful misconduct.
Our bylaws provide that we will indemnify our directors and officers to the
fullest extent not prohibited by Nevada law; provided, however, that we may
modify the extent of such indemnification by individual contracts with our
directors and officers; and, provided, further, that we shall not be required
to indemnify any director or officer in connection with any proceeding (or part
thereof) initiated by such person unless:
(1) such indemnification is expressly required to be made by law;
(2) the proceeding was authorized by our Board of Directors;
(3) such indemnification is provided by us, in our sole discretion, pursuant
to the powers vested us under Nevada law; or
(4) such indemnification is required to be made pursuant to the bylaws.
Our bylaws provide that we will advance all expenses incurred to any person who
was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he is or was our
director or officer, or is or was serving at our request as a director or
executive officer of another company, partnership, joint venture, trust or
other enterprise, prior to the final disposition of
F-8
the proceeding, promptly following request. This advanced of expenses is to be
made upon receipt of an undertaking by or on behalf of such person to repay
said amounts should it be ultimately determined that the person was not
entitled to be indemnified under our bylaws or otherwise.
Our bylaws also provide that no advance shall be made by us to any officer in
any action, suit or proceeding, whether civil, criminal, administrative or
investigative, if a determination is reasonably and promptly made: (a) by the
board of directors by a majority vote of a quorum consisting of directors who
were not parties to the proceeding; or (b) if such quorum is not obtainable,
or, even if obtainable, a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion, that the facts known to the
decision- making party at the time such determination is made demonstrate
clearly and convincingly that such person acted in bad faith or in a manner
that such person did not believe to be in or not opposed to our best interests.
OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The estimated costs of this offering are as follows:
Securities and Exchange Commission registration fee $ 3.00
Transfer Agent fees $ 1,000.00
Accounting and auditing fees and expenses $ 5,500.00
Legal fees and expenses $ 2,000.00
Edgar filing fees $ 1,500.00
Total $10,003.00
All amounts are estimates other than the Commission's registration fee.
We are paying all expenses of the offering listed above. No portion of these
expenses will be borne by the selling shareholders. The selling shareholders,
however, will pay any other expenses incurred in selling their common stock,
including any brokerage commissions or costs of sale.
RECENT SALES OF UNREGISTERED SECURITIES
We completed an offering of 2,000,000 shares of our common stock at a price of
$0.001 per share to our president, Christopher Murphy, on Febuary 12, 2007. The
total amount received from this offering was $2,000. These shares were issued
pursuant to Regulation S of the Securities Act.
We completed an offering of 5,600,000 shares of our common stock at a price of
$0.005 per share to a total of 28 purchasers on February 15, 2007. The total
amount received from this offering was $28,000. These shares were issued
pursuant to Regulation S of the Securities Act. The purchasers in this offering
were as follows:
NAME OF SUBSCRIBER NUMBER OF SHARES
Voula Goutsos 200,000
Jeff Santos 200,000
Dennis McKelvey 200,000
Brent Cruz 200,000
Ashely O'Mara 200,000
Jordan MacNab 200,000
Geoff Carter 200,000
Michael Ilic 200,000
Patricia McAloney 200,000
Bill McAloney 200,000
Brock Alexander 200,000
Konstantina Goutsos 200,000
Tony Chow 200,000
Derek Iwanaka 200,000
Mary McBean 200,000
Dianne McBean 200,000
Chai-Beng Rajan 200,000
Aminmohammed Rajan 200,000
Nick Daniel 200,000
Dana Helgason 200,000
Andre Parfenuik 200,000
Melissa Rajan 200,000
Ryan Mukada 200,000
Blair Poy 200,000
Danny Lowe 200,000
Susana Chaudhary 200,000
Jason Wang 200,000
Young Min Kim 200,000
Regulation S Compliance
Each offer or sale was made in an offshore transaction;
Neither we, a distributor, any respective affiliates nor any person on behalf
of any of the foregoing made any directed selling efforts in the United States;
Offering restrictions were, and are, implemented;
No offer or sale was made to a U.S. person or for the account or benefit of a
U.S. person;
Each purchaser of the securities certifies that it was not a U.S. person and
was not acquiring the securities for the account or benefit of any U.S. person;
Each purchaser of the securities agreed to resell such securities only in
accordance with the provisions of Regulation S, pursuant to registration under
the Act, or pursuant to an available exemption from registration; and agreed
not to engage in hedging transactions with regard to such securities unless in
compliance with the Act;
The securities contain a legend to the effect that transfer is prohibited
except in accordance with the provisions of Regulation S, pursuant to
registration under the Act, or pursuant to an available exemption from
registration; and that hedging transactions involving those securities may
not be conducted unless in compliance with the Act; and
We are required, either by contract or a provision in its bylaws, articles,
charter or comparable document, to refuse to register any transfer of the
securities not made in accordance with the provisions of Regulation S pursuant
to registration under the Act, or pursuant to an available exemption from
registration; provided, however, that if any law of any Canadian province
prevents us from refusing to register securities transfers, other reasonable
procedures, such as a legend described in paragraph (b)(3)(iii)(B)(3) of
Regulation S have been implemented to prevent any transfer of the securities
not made in accordance with the provisions of Regulation S.
Exhibits
Exhibit
Number Description
3.1 Articles of Incorporation
3.2 Bylaws
5.1 Legal opinion of Fox Law Offices PA, with consent to use
10.1* Mineral property purchase agreement dated February 7, 2007
F-10
23.1 Consent of K.R. Margetson Ltd., Chartered Accountant
THE UNDERSIGNED REGISTRANT HEREBY UNDERTAKES:
1. To file, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement to:
a. include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
b. reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in
the information set forth in this registration statement; and
notwithstanding the forgoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of
prospectus filed with the commission pursuant to Rule 424(b)
if, in the aggregate, the changes in the volume and price
represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration
Fee" table in the effective registration Statement; and
c. include any additional or changed material information on the
plan of distribution.
2. That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered
herein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
3. To remove from registration by means of a post-effective amendment any
of the securities being registered hereby which remain unsold at the
termination of the offering.
4. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to officers, directors, and
controlling persons pursuant to the provisions above, or otherwise, we
have been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed
in the Securities Act, and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities is asserted
our director, officer, or other controlling person in connection with
the securities registered, we will, unless in the opinion of our legal
counsel the matter has been settled by controlling precedent, submit
the question of whether such indemnification is against public policy
to a court of appropriate jurisdiction. We will then be governed by
the final adjudication of such issue.
5. Each prospectus filed pursuant to Rule 424(b) as part of a
Registration statement relating to an offering, other than
registration statements relying on Rule 430(B) or other than
prospectuses filed in reliance on Rule 430A, shall be deemed to be
part of and included in the registration statement as of the date it
is first used after effectiveness. Provided; however, that no
statement made in a registration statement or prospectus that is part
of the registration statement or made in a document incorporated or
deemed incorporated by referenced into the registration statement or
prospectus that is part of the registration statement will, as to a
purchaser with a time of contract of sale prior to such first use,
supersede or modify any statement that was
F-11
made in the registration statement or prospectus that was part of the
registration statement or made in any such document immediately prior
to such date of first use.
Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to our directors, officers and controlling persons pursuant to the
provisions above, or otherwise, we have been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act, and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities, other
than the payment by us of expenses incurred or paid by one of our directors,
officers, or controlling persons in the successful defense of any action, suit
or proceeding, is asserted by one of our directors, officers, or controlling
person sin connection with the securities being registered, we will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification is against public policy as expressed in the Securities
Act, and we will be governed by the final adjudication of such issue.
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form SB-2 and authorized this registration
statement to be signed on its behalf by the undersigned, in the City of
Coquitlam, Province of British Columbia on October 8, 2007.
ASIA ATLANTIC RESOURCES
By: /s/ Christopher Murphy
------------------------------
Christopher Murphy
President, Chief Executive Officer,
Secretary, Treasurer, principal
accounting officer, principal
financial officer and Director
In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the capacities
and on the dates stated:
SIGNATURE CAPACITY IN WHICH SIGNED DATE
/s/ President, Chief Executive Officer, October 8, 2007
Christopher Secretary, Treasurer,
Murphy principal accounting officer,
Christopher principal financial
Murphy officer and Director
F-12