UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

_________________

(Mark One)

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

For the Quarterly Period Ended ~~January~~October 31, ~~2011~~2012

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

For the Transition Period from to

Commission File Number 333-146572

ASIA ATLANTIC RESOURCES

(Exact name of registrant as specified in its charter)


Nevada		27-4984032
(State or Other Jurisdiction of		(I.R.S. Employer Identification No.)
Incorporation or Organization)

2101 Vista Pkwy. – Suite 292

West Palm Beach, FL 33411

(Address of principal executive offices and zip code)

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

Registrant’s telephone number, including area code: (~~561~~786) ~~228~~290-~~6148~~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 þ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨

Accelerated filer ¨

Non-accelerated filer ¨

(Do not check if smaller reporting company)

Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes þ No ¨

The number of shares of the registrant’s common stock outstanding as of ~~March~~July 1019, ~~2011~~2013 was 13,100,000.

PART I

Item 1. Financial Statements.

ASIA ATLANTIC RESOURCES

(An Exploration Stage Company)

October 31, 2012

(Unaudited)

ASIA ATLANTIC RESOURCES.

(An Exploration Stage Company)

BALANCE SHEETS

January 31, 2011 and April 30, 2010

(Unaudited)

	January 31,			April 30,
	October 31,			April 30,
	2010			2010
ASSETS	2012			2012
ASSETS
Current
Cash and cash equivalents	$	~~305~~2,461		$	~~515~~7,781
Total Assets	$	~~305~~2,461		$	~~515~~7,781
LIABILITIES
Current
Accounts payable and accrued liabilities	$	12,~~469~~700		$	58,~~725~~700
Convertible note payable – Note 6		6,500			6,500
Convertible note payable – Note 4		6,500			6,500
Due to related party – Note 5		63,136			10,882
Advances payable – Note 3		63,136			-
Total Liabilities		71,105			23,107
Advances payable to related party – Note 3		-			63,136
Going concern – Note 2
		72,336			78,336
STOCKHOLDERS’ EQUITY (DEFICIT)
Convertible note payable – Note 4		32,250			27,250
Capital Stock- Note 7
Total Liabilities		104,586			105,586
Going concern – Note 1
STOCKHOLDERS’ DEFICIT
Capital Stock- Note 5
Authorized:
75,000,000 common shares with a par value of $.001
Issued and outstanding:
13,100,000 shares		13,100			13,100
13,100,000 common shares		13,100			13,100
Additional paid in capital		154,400			154,400
Deficit accumulated during the exploration stage		(~~238~~269,~~300~~625	)		(~~190~~265,~~092~~305	)
Total Stockholders’ Equity (Deficit)		(70,800	)		(22,592	)
Total Stockholders’ Deficit		(102,125	)		(97,805	)
Total Liabilities and Stockholders’ Equity (Deficit)	$	305		$	515
Total Liabilities and Stockholders’ Deficit	$	2,461		$	7,781

~~F-1~~See Accompanying Notes

ASIA ATLANTIC RESOURCES

(An Exploration Stage Company)

STATEMENT OF OPERATIONS

For the three months and six months ended October 31, 2012 and 2011 and

from the period January 22, 2007 (Date of Inception) to October 31, 2012

(Unaudited)

For the three and nine month periods ended January 31, 1011 and 2010 and

	For the three			For the three			For the six			For the six			Accumulated for
	months ended			months ended			months ended			months ended			from January 22, 2007
	October 31,			October 31,			October 31,			October 31			(Date of Inception)
	2012			2011			2012			2011			to October 31, 2012
Expenses
Geological, mineral and prospect costs	$	-		$	-		$	-		$	-		$	8,000
General and administrative		-			1,838			1,220			3,261			158,774
Incorporation costs		-			-			-			-			441
Professional fees		1,350			550			3,100			1,750			102,524
Operating loss for the period		(1,350	)		(2,388	)		(4,320	)		(5,011	)		(269,739	)
Interest revenue								-			-			114

Net Loss for the Period	$	(1,350	)	$	(2,388	)	$	(4,320	)	$	(5,011	)	$	(269,625	)

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

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

~~for~~See ~~the~~Accompanying ~~period January 22, 2007 (Date of Inception) to January 31, 2011~~Notes

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

F-2

ASIA ATLANTIC RESOURCES

(An Exploration Stage Company)

STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)

for the period from January 22, 2007 (Date of Inception) to October 31, 2012

(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 period		-		-		-		-			(4,320	)		(4,320	)
Balance, October 31, 2012		13,100,000	$	13,100	$	154,400		-		$	(269,625	)	$	(102,125	)

See Accompanying Notes

ASIA ATLANTIC RESOURCES

(An Exploration Stage Company)

STATEMENT OF CASH FLOWS

For the six months ended October 31, 2012 and 2011, and

from the period January 22, 2007 (Date of Inception) to October 31, 2012

(Unaudited)

For the nine months ended January 31, 2011 and 2010, and

	For the six			For the six			From January 22, 2007
	months ended			months ended			(Date of Inception)
	Oct 31, 2012			Oct 31, 2011			To October 31, 2012

Operating Activities
Net loss for the period	$	(4,320	)	$	(5,011	)	$	(269,625	)
Cash provided by (used in) changes
in operating assets and liabilities
Accounts payable and accrued liabilities		(6,000	)		(5,094	)		2,700

Net cash provided by (used in) Operating Activities		(10,320	)		(10,105	)		(266,925	)

Financing Activities
Related party advances		-			-			63,136
Convertible note payable		5,000			9,250			32,250
Note payable		-			-			6,500
Common stock issued for cash		-			-			167,500

Net cash provided by (used in) Financing Activities		5,000			9,250			269,386

Increase in cash and cash equivalents during the period		(5,320	)		(855	)		2,461

Cash and cash equivalents, beginning of the period		7,781			2,186			-

Cash and cash equivalents, end of the period	$	2,461		$	1,331		$	2,461

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

~~for~~See ~~the~~Accompanying ~~period January 22, 2007 (Date of Inception) to January 31, 2011~~Notes

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

F-3

ASIA ATLANTIC RESOURCES

(An Exploration Stage Company)

NOTES TO THE ~~INTERIM~~ FINANCIAL STATEMENTS

October 31, 2012

(Unaudited)

Note 1 - Nature and Continuance of Operations

The Company was incorporated in the State of Nevada on January 3122, ~~2010~~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.

Note 1 Interim Reporting

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

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

Operating results for the nine months ended January 31, 2011 are not necessarily indicative of the results to be expected for the year ended April 30, 2011.

Note 2 - Nature and Continuance of Operations

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

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

These financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for its next fiscal year. Realization values may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern. At ~~January~~October 31, ~~2011~~2012, the Company had not yet achieved profitable operations, has accumulated losses of $~~238~~269,~~300~~625 since its inception. The Company expects to incur further losses in the development of its business, all of which casts substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management anticipates that additional funding will be in the form of equity financing from the sale of common stock. Management may also seek to obtain short-term loans from the ~~director~~directors of the Company. There are no current arrangements in place for equity funding or short-term loans.

1Note 2 - Summary of Significant Accounting Policies

~~Note~~Basis 3of ~~- Significant~~presentation ~~Accounting~~and ~~Policies~~interim reporting

~~There~~The accompanying financial statements are stated in US dollars and have been noprepared ~~changes~~ in ~~accounting~~accordance ~~policies~~with ~~from~~generally ~~those~~accepted ~~disclosed~~accounting principles in the ~~notes~~United toStates of America. While the ~~audited~~information presented in the accompanying interim financial statements asis unaudited, it includes all adjustments which are in the opinion of ~~April~~management, 30necessary to present fairly the financial position, ~~2010~~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.

~~Note~~Although 4these ~~- Recent~~interim ~~Accounting~~financial ~~Pronouncements~~statements follow the same accounting policies and methods of their application as the Company’s April 30, 2012 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, 2012 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.

~~Recent~~Development ~~accounting~~Stage pronouncements issued by the FASB (including its Emerging Issues Task Force), the AICPA and the SEC, did not, or are not believed by management to, have a material impact on our present or future financial statementsCompany

~~Note~~The 5Company is a development stage company as defined in the Financial Accounting Standards Board (“SASB”) Accounting Standards Codification (“ASC”) Topic 205- ~~Related~~915, ~~party~~“Development ~~transactions~~Stage Entities.”

~~During the nine months ended January 31, 2011 the Company expensed $32,700 for management fees to the Director. ($46,500 was expensed in the nine months ending January 31, 2010).~~7

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

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

~~Note~~NOTES 6TO ~~- Convertible~~THE ~~Note~~FINANCIAL STATEMENTS

October 31, 2012

(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.

Fair Value Measurements

The Company follows FASB ASC 820, “Fair Value Measurements and Disclosures,” for all financial instruments and non-financial instruments accounted for at fair value on a recurring basis. This accounting standard established a single definition of fair value and a framework for measuring fair value, sets out a fair value hierarchy to be used to classify the source of information used in fair value measurement and expands disclosures about fair value measurements required under other accounting pronouncements. It does not change existing guidance as to whether or not an instrument is carried at fair value. The Company defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities, which are required to be recorded at fair value, the Company considers the principal or most advantageous market in which the Company would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as inherent risk, transfer restrictions and credit risk. The Company has adopted FASB ASC 825, “Financial Instruments”, which allows companies to choose to measure eligible financial instruments and certain other items at fair value that are not required to be measured at fair value. The Company has not elected the fair value option for any eligible financial instruments.

Financial Instruments

The carrying values of cash and cash equivalents, accounts payable and accrued liabilities, due to/from related parties and convertible note payable approximate fair value because of the short-term nature of these instruments. Management is of the opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments.

Revenue Recognition

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

ASIA ATLANTIC RESOURCES

(An Exploration Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

October 31, 2012

(Unaudited)

Note 2 - Summary of Significant Accounting Policies - continued

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 cash flows from mineral reserves equal or exceed the costs deferred. The deferred costs will be amortized over the recoverable reserves when a property reaches commercial production. Costs related to site restoration programs will be accrued over the life of the project.

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.

Basic and Diluted Net Income (Loss) Per Share

The Company computes net loss per share in accordance with FASB ASC Topic 260, "Earnings Per Share". This topic requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of common shares outstanding during the year. Diluted EPS gives effect to all dilutive potential common shares outstanding during the year including stock options, using the treasury stock method, and convertible preferred stock, using the if-converted method. In computing diluted EPS, the average stock price for the year is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential common shares if their effect is anti-dilutive.

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 October 31, 2012, 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 October 31, 2012, all cash and equivalents represented cash in US dollars at American financial institutions.

ASIA ATLANTIC RESOURCES

(An Exploration Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

October 31, 2012

(Unaudited)

Note 2 - Summary of Significant Accounting Policies - continued

Use of estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Management makes its best estimate of the ultimate outcome for these items based on historical trends and other information available when the financial statements are prepared. Changes in estimates are recognized in accordance with the accounting rules for the estimate, which is typically in the period when new information becomes available to management. Actual results could differ from those estimates.

Derivative Instruments

The Company accounts for derivative instruments according to FASB ASC topic 815. These standards establish accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities.

If certain conditions are met, a derivative may be specifically designated as a hedge, the objective of which is to match the timing of gain or loss recognition on the hedging derivative with the recognition of (i) the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk or (ii) the earnings effect of the hedged forecasted transaction. For a derivative not designated as a hedging instrument, the gain or loss is recognized in income in the period of change. The Company has not entered into derivatives contracts to hedge existing risks or for speculative purposes.

During the year ended April 30, 2009, the Company issued a convertible debt note, which the Company accounts for under FASB ASC topic 815 as an embedded derivative. Under this standard, the Company has determined that its conversion right provision is not clearly and closely related to the characteristics of the note. Accordingly, this conversion feature qualifies to be accounted for separately from the debt instrument. As the conversion is at the discretion of the holder and may only be converted into equity, the conversion feature is recognized as equity and valued at its fair value at inception.

Comprehensive Income

The Company has adopted ASU 220 “Reporting Comprehensive Income,” which establishes standards for reporting and display of comprehensive income, its component and accumulated balances. Comprehensive income comprises equity except those resulting from investments by owners and distributions to owners.

The Company does not have any reconciling items between the net loss presented in the statements of operations and comprehensive loss as defined by ASU 220.

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,

ASIA ATLANTIC RESOURCES

(An Exploration Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

October 31, 2012

(Unaudited)

Note 2 - Summary of Significant Accounting Policies – continued

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 - Advances payable and related party advances payable

The Company’s former director advanced funds to the Company in the form of cash and unpaid management fees. There are no repayment terms or interest attached to the advances and no payments have been made since her resignation.

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.

~~The~~On February 15, 2011, the Company ~~accounts~~entered ~~for~~into ~~this~~a ~~financial~~convertible ~~instrument~~line inof ~~accordance~~credit ~~with~~note, ~~FASB~~which ~~ASC~~bears ~~Topic~~no ~~815~~interest, ~~Derivatives~~has ~~and~~a ~~Hedging~~maturity date of December 31, ~~Subtopic~~2013 40and is unsecured. The line allows for draws up to $100,000, ~~Contracts~~of inwhich ~~Entity`s~~the ~~Own~~Company ~~Equity~~has drawn $32,250. At ~~its~~October ~~inception~~31, 2012, the ~~conversion~~Company ~~feature~~has ~~was~~$67,750 ~~recorded~~which ~~separately~~can ~~from~~be drawn. It is convertible at the ~~debt~~option ~~instrument~~of ~~and~~the ~~using~~holder ~~level~~at 1the ~~inputs~~lesser of 60% of the ~~fair~~3 ~~value~~day ~~was~~prior ~~calculated~~closing asprice, $~~nil~~0.01 or the price shares are sold to a third party.

2The 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.

Note 75 - Capital Stock

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

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

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

~~On October 13, 2009, the Company received share subscriptions for 50,000 common shares for $12,500 in cash.~~11

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

(An Exploration Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

October 31, 2012

(Unaudited)

Note 5 - Capital Stock - continued

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~~October 31, ~~2011~~2012.

312

Forward-Looking Statements

This Form 10-Q includes "forward-looking statements" within the meaning of the "safe-harbor" provisions of the Private Securities Litigation Reform Act of 1995. Such statements are based on management's current expectations and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements.

All statements other than historical facts included in this Form, including without limitation, statements under "Plan of Operation", regarding our financial position, business strategy, and plans and objectives of management for the future operations, are forward-looking statements.

Although we believe that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct. Important factors that could cause actual results to differ materially from our expectations include, but are not limited to, market conditions, competition and the ability to successfully complete financing.

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

Plan of Operation

We are presently operating as a “shell company” in the process of seeking a new business opportunity. We will endeavor to enter into a corporate business combination or acquisition of assets by which we become engaged in an active business venture. There are no present binding arrangements for such a business combination or acquisition of assets.

We do not presently have sufficient funds to pay our administrative and operating expenses or to finance any potential business acquisitions. Accordingly, we are dependent upon our ability to raise funds to be able to continue our existence and finance our efforts to seek a business acquisition. We do not presently have any arrangements under which we are assured that the necessary funds will be available

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

413

Results of Operations for the Three-Month Period Ended ~~January~~October 31, ~~2011~~2012

We had no revenues for the three-month periods ended ~~January~~October 31, ~~2011~~2012 or ~~2010~~2011. We have no present source of revenue and there is little likelihood we will develop any revenue source during the next 12 months.

We incurred expenses in the amount of $1,~~469~~350 for the three-month period ended ~~January~~October 31, ~~2011~~2012 as compared with $482,~~208~~388 for the three-month period ended ~~January~~October 31, ~~2010~~2011. The decrease is due to aan ~~decline~~increase in professional fees of $~~11,776~~800 and a decrease of $341,~~963~~838 ~~decline~~ in general and administrative fees for the period in ~~2011~~2012 as compared to ~~2010~~2011. All these expenses were for administrative costs and professional fees.

At ~~January~~October 31, ~~2011~~2012, we had total assets of $~~305~~2,461 consisting solely of cash. There were total liabilities of $71104,~~105,~~586 consisting of accounts payable and accrued liabilities of $12,~~469,~~700 a note payable of $6,500 and advances from a related party of $63,136.

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

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

None.

Item 4T. Controls and Procedures.

Management’s Report on Internal Control over Financial Reporting.

Our management, including our principal executive officer, our principal financial officer and our principal accounting officer and our Board of Directors, is responsible for establishing and maintaining a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Our management, with the participation of our principal executive officer and financial officer, evaluated the effectiveness of our internal control over financial reporting as of ~~January~~October 31, ~~2011~~2012. 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~~October 31, ~~2011~~2012 because the following material weakness in internal control over financial reporting existed as of ~~January~~October 31, ~~2011.~~ 2012

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

(ii) Insufficient Board of Directors representation.

514

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~~second quarter of our fiscal year end April 30, ~~2011~~2013 that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.

615

PART II

Item 1. Legal Proceedings.

None.

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

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Reserved

Item 5. Other Information.

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

Item 6. Exhibits.

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

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

~~2/8/11 – Resignation of an officer~~None.

~~2/8/11 – Addition of an officer~~16

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~~July 1519, ~~2011~~2013	By:	/s/ J. Francisco Terreforte
			J. Francisco Terreforte
			Chief Executive Officer, President and Chairman of the Board

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