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EX-23.1 - EXHIBIT 23.1 - Rise Gold Corp.exhibit231.htm

1



UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549


POST-EFFECTIVE AMENDMENT #1 TO FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

SEC FILE No.: 333-149048


ATLANTIC RESOURCES INC.

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

(Exact name of registrant as specified in its charter)


NEVADA

1000

20-1769847

State or jurisdiction of incorporation or organization

Primary Standard Industrial Classification Code Number

I.R.S. Employer Identification Number


Atlantic Resources Inc.

#606 – 610 Granville Street

Vancouver, B.C. V6A 4C9

Telephone:  604-568-0059

Facsimile: 604-568-0061

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

(Address and telephone number of principal executive offices)


Corp 95

2620 Regatta Dr. Suite 102

Las Vegas, Nevada, 89128

Telephone: 949-487-2436

Facsimile: 949-218-4176

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

(Name, address and telephone number of agent for service)

 

Approximate date of                                             as soon as practicable after the effective date of this proposed sale to the public:      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.   |   |


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


Large accelerated filer   |   |

Accelerated filer

|    |

Non-accelerated filer

|   |

Smaller reporting company

| X |



2




CALCULATION OF REGISTRATION FEE


TITLE OF EACH CLASS OF SECURITIES TO BE REGISTERED


AMOUNT TO BE REGISTERED


PROPOSED MAXIUM OFFERING PRICE PER SHARE (1)


PROPOSED MAXIMUM AGGREGATE OFFERING PRICE (2)


AMOUNT OF REGISTRATION FEE (2)



Common Stock

$85,000

$0.05

$85,000

$9.10


(1)

Based on the last sales price on April 26, 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 November 5, 2009



3




PROSPECTUS

ATLANTIC RESOURCES INC.

1,700,000 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 prevailing market prices through the facilities of the OTC Bulletin Board or at privately negotiated prices.


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: November 5, 2009



4



Table Of Contents

                                                               

Page

Summary

5

Risk Factors

6

-1

If we do not obtain additional financing, our business will fail

6

-2

Because we have only recently commenced business operations, we face a high risk of business failure

6

-3

Because of the speculative nature of exploration of mining properties, there is substantial risk that our business will fail


7

-4

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

-5

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

-6

Even if we discover commercial reserves of precious metals on the Victoria Vein Mining claim, we may not be able to successfully obtain commercial production


7

-8

Because our directors have other business interests, they may not be able or willing to devote a sufficient amount of time to our business operations, causing our business to fail


8

-9

Because our directors have no technical experience in mineral exploration, our business has a high risk of failure


8

-10

A purchaser is purchasing penny stock which limits the ability to sell stock

8

Use of Proceeds

8

Determination of Offering Price

 9

Dilution

 9

Selling Securityholders

 9

Plan of Distribution

11

Legal Proceedings

13

Directors, Executive Officers, Promoters and Control Persons

13

Security Ownership of Certain Beneficial Owners and Management

14

Description of Securities

15

Interest of Named Experts and Counsel

16

Disclosure of Commission Position of Indemnification for Securities Act Liabilities

16

Organization Within Last Five Years

16

Description of Business

16

Compliance with Government Regulation

19

Plan of Operations

21

Description of Property

22

Certain Relationships and Related Transactions

22

Market for Common Equity and Related Stockholder Matters

22

Executive Compensation

23

Financial Statements

23

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

25




5




Summary


Prospective investors are urged to read this prospectus in its entirety.


We are in the business of mineral property exploration. To date, we have conducted the first phase of exploration on our sole exploration target, the Victoria Vein Mining claim, which is located about 8 kilometers northwest of the north end of Tatlayoko Lake, approximately 250 kilometers west of Williams Lake, British Columbia, Canada. We acquired the property from 1698727 Ontario Inc. for $7,500.

  

Our objective is to conduct mineral exploration activities on the Victoria Vein Mining claim in order to assess whether it possesses economic reserves of gold.  We have not yet identified any economic mineralization on the Victoria Vein Mining claim.  Our proposed subsequent exploration programs are designed to search for an economic mineral deposit.


We were incorporated on February 9, 2007, under the laws of the state of Nevada.  Our principal offices are located at # 606-610 Granville St., Vancouver, British Columbia Canada V6C 3T3. Our telephone number is (604) 568-0059.

The Offering:


Securities Being Offered

Up to 1,700,000 shares of common stock.

 

 

Offering Price

The selling shareholders will sell our shares at prevailing market prices through the facilities of the OTC Bulletin Board or at privately negotiated prices.  

 

 

Terms of the Offering

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 1,700,000 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

4,700,000 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.

                       



6



Summary Financial Information


Balance Sheet


 

July 31, 2009

(audited)

Cash

$ 1,539

Total Assets

$ 1,539

Liabilities

$16,807

Total Stockholders’ Equity

($15,268)


Statement of Operations


From Incorporation on

February 9, 2007 to July 31, 2009

(audited)


Revenue

$0  

Net Loss and Deficit

($44,468)


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 Vic Vein Mining claim, 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 Vic Vein claim.  While we have sufficient funds to conduct initial exploration on the claim, we will need additional funds to complete any additional recommended exploration.  Even after completing initial exploration, we will not know if we have a commercially viable mineral deposit.

                                

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 only recently commenced business operations, we face a high risk of business failure.


We have completed the first phase of exploration on the Vic Vein Mining claim. However, we must conduct at least several additional phases of exploration on the claim before we are able to assess whether it contains economic quantities of mineral reserves.  Accordingly, we have no way to evaluate the likelihood that our business will be successful.  We were incorporated on February 9, 2007 and to date have been involved primarily in organizational activities, the acquisition of an interest in the Vic Vein claim and a small, initial phase of exploration.  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



7



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 Vic Vein Mining claim 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 or reserves of gold is extremely remote.  Exploration for minerals is a speculative venture necessarily involving substantial risk.  In all probability, the Vic Vein claim 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 July 31, 2009 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 Vic Vein Mining claim, we may not be able to successfully commence commercial production.


The Vic Vein claim does not contain any known bodies of mineralization. If our exploration programs are successful in establishing quartz diorite and gold of commercial tonnage and grade, we will require additional funds in order to place the Vic Vein claim into commercial production.  We may not be able to obtain such financing.


Because our directors have other business interests, they 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. Raffi Khorchidian, intends to devote approximately 30% of his business time providing his services to us.  While our director presently possess adequate time to attend to our interests, it is possible that the demands on our director from their other obligations could increase with the result that they would no longer be able to devote sufficient time to the management of our business.


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



8



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 prevailing market prices through the facilities of the OTC Bulletin Board or at privately negotiated prices.  


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 Security Holders


The selling shareholders named in this prospectus are offering all of the 1,700,000 shares of common stock offered through this prospectus.  These shares were acquired from us in private placements that were exempt from registration under Regulation S of the Securities Act of 1933. The shares include the following:



1.

1,200,000 shares of our common stock that the selling shareholders acquired from us in an offering that was exempt from registration under Regulation S of the Securities Act of 1933 and was completed on March 14, 2007;


2.

500,000 shares of our common stock that the selling shareholders acquired from us in an offering that was exempt from registration under Regulation S of the Securities Act of 1933 and was completed on April 26, 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.






Name of Selling Stockholder



Shares Owned Prior to this Offering

Total Number of Shares to be Offered for Selling Shareholders Account


Total Shares Owned Upon Completion of this Offering


Percent Owned Upon Completion of this Offering

Patricia Comeau

5569 Keith St

Burnaby,BC V5J 3C4


200,000


200,000


Nil


Nil



9






Ophelia Sahakian

4127 Virginia Cr.

North Vancouver,BC V7R 3Z7


200,000


200,000


Nil


Nil

Leon Khorchidian

#811-828 Howe St.

Vancouver,BC  V6Z 2X2


200,000


200,000


Nil


Nil

Vartouhy Khorchidian

10550-154A St.

Surrey,BC  


200,000


200,000


Nil


Nil

Alan Sahakian

919 Broadview Dr.

North Vancouver,BC V7H 2E9


200,000


200,000


Nil


Nil

Taline Giragosian

1127 Carnaby Place

North Vancouver,BC  V7H 2A2


200,000


200,000


Nil


Nil

Rob Oslic

11380 Surrey Road

Surrey,BC  V3R 5T3


20,000


20,000


Nil


Nil

Henry Peters

2224 Petrie Ct.

Coquitlam,BC  V3K 6E7


20,000


20,000


Nil


Nil

Jack Khorchidian

335 E. 26th St.

North Vancouver,BC


20,000


20,000


Nil


Nil

Laura Corinne Oslic

11380 Surrey RD

Surrey,BC  V3R 5T3


20,000


20,000


Nil


Nil

 Jim Platis

8860 Bairdmore Cres

Richmond,BC  V7C 1M7


20,000


20,000


Nil


Nil

Loutfig Demirjian

BST-919 Broadview Drive

North Vancouver,BC  V7M 2E9


20,000


20,000


Nil


Nil

 Raffi Donabedian

8191 Fairbrook Cr.

Richmond,BC  V7C 1Z2


20,000


20,000


Nil


Nil

Garine Demirdjian

919 Broadview Dr.

North Vancouver,BC  V7H 2E9


20,000


20,000


Nil


Nil

Patty Yeterian

3002 W. King Edward Ave.

Vancouver,BC  V6L 1V3


20,000


20,000


Nil


Nil

Jean Jacques Donabedian

8191 Fairbrook Cres.

Richmond,BC  V7C 1Z2


20,000


20,000


Nil


Nil



10






Zare Giragosian

1127 Carnaby Place

North Vancouver,BC V7H 2A2


20,000


20,000


Nil


Nil

Dick Lau

#1026-470 Granville st.

Vancouver,BC  V6C 1V5


20,000


20,000


Nil


Nil

Bobbie Brockelmann

2224 Petrie Cre

Coquitlam,BC V3K 6E7


20,000


20,000


Nil


Nil

Sossi Dakessian

BST-919 Broadview Drive

North Vancouver,BC  



20,000



20,000



Nil



Nil

Vahik Sahakian

4127 Virginia Cr.

North Vancouver,BC  V7R 3Z7


20,000


20,000


Nil


Nil

Remon Jubran

103-10698 151 A st.

Surrey,BC  V3R 8T5


20,000


20,000


Nil


Nil

John Arabatlian

18515 56A Ave

Surrey,BC V3S 8J3


20,000


20,000


Nil


Nil

Tamar Demirdjian

919 Broadview Dr.

North Vancouver,BC  V7H 2E9


20,000


20,000


Nil


Nil

Marcello Leone

6387 Churchhill Street

Vancouver,BC V6M 3H8


20,000


20,000


Nil


Nil

Carla G. Leone

6387 Churchhill St.

Vancouver,BC V6M 3H8


20,000


20,000


Nil


Nil

Kevin White

6-9339 Alberta Rd.

Richmond,BC  V6Y 4E3


20,000


20,000


Nil


Nil

Sean Comeau

1401-1050 Burrard st.

Vancouver,BC


20,000


20,000


Nil


Nil

Rob Harris

706-3771 Bartlett Court

Burnaby,BC


20,000


20,000


Nil


Nil

Randall Andrus

4720 Woodley Dr.

West Vancouver, BC  V7S 3A1


20,000


20,000


Nil


Nil

Aghavne Sahakian

919 Broadview Dr.

North Vancouver,BC V7H 2E9


       20,000


20,000


Nil


Nil



11







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 1,700,000 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 at prevailing prices.  


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:


1

contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading;

2

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;

3

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;

4

contains a toll-free telephone number for inquiries on disciplinary actions;

5

defines significant terms in the disclosure document or in the conduct of trading penny stocks; and

6

contains such other information and is in such form (including language, type, size, and format) as the Commission shall require by rule or regulation;



12




The broker-dealer also must provide, prior to proceeding with any transaction in a penny stock, the customer:


1

with bid and offer quotations for the penny stock;

2

details of the compensation of the broker-dealer and its salesperson in the transaction;

3

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

4

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.


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 November •, 2009, there were 4,700,000 shares of our common stock issued and outstanding that are held by 32 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.  Two persons present and being, or representing by proxy, shareholders are necessary to constitute a quorum at any meeting of our stockholders.  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.




13



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.


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.


Description Of Business


We have commenced operations as an exploration stage company. We are 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 Vic Vein Mining claim is located approximately 250 km west of Williams Lake, British Columbia, Canada.  We purchased this claim from 1698727 Ontario Inc.


There is no assurance that a commercially viable mineral deposit exists on the Vic Vein claim.  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 Vic Vein Mining claim.  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 Vic Vein claim in order to ascertain whether it possesses economic quantities of gold.  There can be no assurance that an economic mineral deposit exists on the Vic Vein Mining claim until appropriate exploration work is completed.


Even if we complete our proposed exploration programs on the Vic Vein claim 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.


Vic Vein Mining claim Purchase


On April 18, 2007, we entered into a Mineral Property Staking and Purchase Agreement with 1698727 Ontario Inc. whereby we purchased a 100% interest in the Vic Vein mining claim for $7,500.


Description, Location and Access        


The Vic Vein Mining claim is located in the approximately 250 kilometers west of Williams Lake, British Columbia, just 8 kilometers northwest of the north end of Tatlayoko Lake. The property is accessible by a four wheel drive



14



road from the Mt. Skinner access road.   


Climate and Topography


The climate is dry and cool in the winter, while summers are generally warm and dry.  The topography of the claim is typical of the west Chilcotin area consisting of broad valleys and uplands.  Local elevation on the property ranges from 850 to1850 meters. The vegetation in general consists of jack pine and spruce trees with occasional open meadows and swamps.


 Title to the Vic Vein Mining claim


The Vic Vein Mining claim consists of one mineral claim.  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

Record Number

Expiry Date

 

Victoria Mining Claim

647243

October 6, 2010


Property Geology and Mineralization


Most of the claim property is underlain by a quartz diorite intrusion. Numerous mafic, intermediate and felsic dykes, up to three meters thick, intrude the quartz diorite. Sporadic chlorite-epidote alteration is present in the intrusion.


The Victoria vein is a mesothermal quartz vein within the quartz diorite intrusion. The length of the vein is undetermined but is at least 125 meters long, of which 110 meters has been exposed by hand trenching.


The vein pinches and swells and appears to be fault controlled. The vein is up to 1.4 meters in thickness, and strikes between 050 and 070 degrees, dipping at least 70 degrees northwest. The host quartz diorite is moderately silicified and chloritized adjacent to the vein and some argillic alteration is present.


The Victoria vein contains up to 5% pyrite, with a trace of chalcopyrite, locally associated with malachite on fracture surfaces. Fractures are common and are rich in limonite and also hematite. Native gold occurs on some fracture surfaces.  

 

Exploration History   


Only a limited amount of prospecting and hand trenching had been completed in the vicinity of the Victoria gold vein. Elsewhere, within the immediate region, limited exploration for both base and precious metals has been completed since the 1900’s. Sampling, mapping, and geophysical surveying were completed on a grid basis over the Victoria Vein and its extension. In addition limited backhoe trenching was completed on the vein.


Geological Report


We have obtained a geological report on the Vic Vein Mining 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 Vic vein claim and makes a recommendation for further exploration work.


Based on her review of geological information relating to the Vic Vein Mining 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 claim 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



15



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.


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.


Because there will not be any appreciable disturbance to the land during the phase one and two exploration programs on the Vic Vein claim, we will not have to seek any government approvals prior to conducting exploration.


Employees


We have no employees as of the date of this prospectus other than our directors.


Research and Development Expenditures


We have not incurred any other research or development expenditures since our incorporation.




16



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 S-1 is declared effective.


We have filed a registration statement on Form S-1, 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.


Description Of Property


We have the right to explore for and extract minerals from the Vic Vein Mining claim.  We do not own any real property interest in the Vic Vein claim or any other property.


Legal Proceedings


We are not currently a party to any legal proceedings. Our address for service of process in Nevada is 2620 Regatta Dr. Suite 102, Las Vegas, Nevada, 89128.


Market For Common Equity And Related Stockholder Matters


Our shares of common stock are quoted for trading on the OTC Bulletin Board.  However, no liquid trading market for our shares has been established on the OTC Bulletin Board and there is no assurance that one will materialize.


Stockholders of Our Common Shares


As of the date of this registration statement, we have thirty-two registered shareholders.


Rule 144 Shares


Our shares of common stock are not currently available for resale to the public in accordance with the volume and trading limitations of Rule 144 of the Act because we are a shell company.  Our shareholders cannot rely on Rule 144 for the resale of our common stock until the following have occurred:


1.

we have ceased to be a shell company;



17



2.

we are subject to the reporting requirements of the Exchange Act, which we are;

3.

we have filed all Exchange Act reports required for the past 12 months, which we have; and

4.

a minimum of one year has elapsed since we filed current Form 10 information on Form 8-K changing our status from a shell company to a non-shell company.


When Rule 144 is available, our affiliate stockholders shall be 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 47,000 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.



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.


Financial Statements


Index to Financial Statements:


1.

Report of Independent Registered Public Accounting Firm;


2.

Audited financial statements for the fiscal years ending July 31, 2009 and 2008, including:


a.

Balance Sheets;


b.

Statements of Operation;


c.

Statement of Stockholders’ Equity;


d.

Statements of Cash Flows; and


e.

Notes to Financial Statements








F-1

























ATLANTIC RESOURCES INC.

(An Exploration Stage Company)

FINANCIAL STATEMENTS

July 31, 2009



F-2




K. R. MARGETSON LTD.

 CHARTERED ACCOUNTANT

 

 




REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To the Stockholders,

Atlantic Resources Inc.


We have audited the accompanying balance sheets of Atlantic Resources Inc. (An Exploration Stage Company) as of July 31, 2009 and 2008 and the related statements of operations, stockholders' equity (deficit) and cash flows for the years ended July 31, 2009 and 2008 and for the period from February 9, 2007 (Date of Inception) to July 31, 2009.  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 audits.


We conducted our audits 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 audits provide a reasonable basis for our opinions.


In our opinion, these financial statements present fairly, in all material respects, the financial position of the Company as of July 31, 2009 and 2008 and the results of its operations and its cash flows for years ended July 31, 2009 and 2008 and for the period from February 9, 2007 (Date of Inception) to July 31, 2009 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.









North Vancouver, Canada

“K R. MARGETSON LTD.”

October 28, 2009

Chartered Accountant



331 East 5th Street

Tel: 604.929.0819

North Vancouver BC  

Fax: 1-877-874-9583

V7L 1M1

info@krmargetson.com




F-3



ATLANTIC RESOURCES INC.

(An Exploration Stage Company)

BALANCE SHEETS

July 31, 2009 and July 31, 2008



 

July 31

       July 31

 

2009

      2008

ASSETS

 

 

 

Current

 

 

Cash and cash equivalents

 $           1,539

$          4,664

 

 

 

Total Assets

$           1,539

$          4,664

 

 

 

LIABILITIES

 

 

 

Current

 

 

Accounts payable and accrued liabilities – Note 4

$         11,216

 $          7,880

Due to related party – Note 5

5,591

500

 

 

 

Total Liabilities

16,807

8,380


STOCKHOLDERS’ DEFICIT

 

 

 

Capital stock – Note 7

 

 

Authorized

 

 

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

 

 

Issued and outstanding

 

 

4,700,000 common shares

4,700

4,700

Additional paid-in capital

24,500

24,500

Deficit, accumulated during the exploration stage

(44,468)

 (32,916)

 

 

 

Total Stockholders’ Deficit

 (15,268)

 (3,716)

 

 

 

Total Liabilities and Stockholders’ Deficit

$          1,539

$           4,664



Going Concern – Note 2








SEE ACCOMPANYING NOTES



F-4



ATLANTIC RESOURCES INC.

(An Exploration Stage Company)

STATEMENTS OF OPERATIONS

for the years ended July 31, 2009 and 2008

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

to July 31, 2009



 

Year ended

July 31, 2009

Year ended

July 31, 2008

Accumulated for the Period February 9, 2007 (Date of Inception) to July 31, 2009

 

 

 

 

 

 

 

 

Expenses

 

 

 

 

 

 

 

Geological, mineral and prospect costs

$               -

$        5,000

$         12,500

General and administrative

5,328

5,491

10,878

Incorporation costs

-

-

500

Professional fees

6,224

13,366

20,590

 

 

 

 

Net loss for the period

$  (11,552)

$   (23,857)

$      (44,468)

 

 

 

 

Basic and diluted earnings per common share

$    (0.002)

$     (0.005)

 

 

 

 

 

Weighted average number of common shares used in per share calculations

4,700,000

4,700,000

 







SEE ACCOMPANYING NOTES



F-5



ATLANTIC RESOURCES INC.

(An Exploration Stage Company)

STATEMENT OF CASH FLOWS

for the years ended July 31, 2009 and 2008

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

to July 31, 2009



 

 

 

Accumulated for the

 

 

 

Period  from

 

 

 

February 9, 2007

 

Year ended

Year ended

(Date of Inception) to

 

July 31

July 31

July 31

 

2009

2008

2009

 


 


Operating Activities


 


Loss for the period

$    (11,552)

$         (23,857)

$        (44,468)

Changes in non-cash working capital items

 

 

 

Accounts payable and accrued liabilities

3,336

6,880

11,216

 

 

 

 

Net cash provided by (used in) Operating Activities

(8,216)

 (16,977)

(33,352)

 

 

 

 

Financing Activities

 

 

 

Advance from related party

 5,091

-

5,591

Common stock issued for cash

-

-

29,200

 

 

 

 

Net cash provided by Financing Activities

 5,091

 -

34,79

 

 

 

 

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

(3,125)

(16,977)


1,539

 

 

 

 

Cash and Cash Equivalents, Beginning of Period

4,664

21,641

-

-

 

 

 

 

Cash and Cash Equivalents, End of Period

$        1,539

$            4,664

 $           1,539

 

 

 

 

 

 

 

 

Supplementary disclosure of dash flow information

 

 

 

Cash paid for

 

 

 

Interest

 $                -

 $                     -

$                   -

Income taxes

$                -

 $                     -

$                   -








SEE ACCOMPANYING NOTES



F-6



ATLANTIC RESOURCES INC.

(An Exploration Stage Company)

STATEMENT OF

STOCKHOLDERS’ EQUITY (DEFICIT)

for the period from February 9, 2007

(Date of Inception)

to July 31, 2009



 





Additional

 

 

 

Common Stock

Paid-in

Accumulated

 

 

Shares

Amount

Capital

Deficit

Total

 

 

 

 

 

 

Balance, February 9, 2007

--

$              --

$               --

$                --

$                --

Shares issued for cash at $.001

per share March 12, 2007

3,000,000

 3,000

--

 --

 3,000

Shares issued for cash at $.001

per share March 14, 2007

1,200,000

1,200

 --

--

 1,200

Shares issued for cash at $.05

per share at April 26, 2007

500,000

500

 24,500

--

 25,000

Net loss for the period ended

July 31, 2007


--


--

 --

 

 ( 9,059)

 

( 9,059)

 

 

 

 

 

 

Balance, July 31, 2007

4,700,000

 4,700

 24,500

(9,059)

20,141

Net loss for the year ended

July 31, 2008


--


--

 --

 

 (23,857)

 

( 23,857)

 

 

 

 

 

 

Balance, July 31, 2008

4,700,000

 $      4,700

 $     24,500

$     (32,916)

$        (3,716)

Net loss for the year ended

July 31, 2009


--


--

 --

 

 (11,552)

 

( 11,552)

 

4,700,000

$      4,700

 $     24,500

$     (44,468)

$      (15,268)










SEE ACCOMPANYING NOTES



F-7



ATLANTIC RESOURCES INC.

(An Exploration Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

July 31, 2009



Note 1

Operations


The Company was incorporated in the State of Nevada on February 9, 2007 and is in the exploration stage. The Company is engaged in activities related to the exploration for mineral resources in Canada. In 2007 the Company acquired the rights to 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 July 31as its fiscal year end.


Note 2

Summary of Significant Accounting Policies


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

 

Going Concern


These financial statements have been prepared on the going concern basis, which presumes that the Company will continue operations for the foreseeable future and will be able to realize assets and discharge liabilities in the normal course of business. The Company has accumulated a deficit of $44,468 since inception, has yet to achieve profitable operations and further losses are anticipated in the development of its business, raising substantial doubt about the Company’s ability to continue as a going concern.  Its ability to continue as a going concern is dependent upon the ability of the Company to generate profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due.  These financial statements do not reflect the adjustments or reclassifications to the assets and liabilities which would be necessary if the Company was unable to continue its operations.  Management plans to obtain short-term loans from the director of the Company.  


Revenue Recognition


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







F-8



ATLANTIC RESOURCES INC.

(An Exploration Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

July 31, 2009



Note 2

Summary of Significant Accounting Policies – (cont’d)


Use of Estimates


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


Exploration Stage Company


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


Cash Equivalents


The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents. As at July 31, 2009, the Company did not have any cash equivalents. (2008 – $nil).  


Mineral Property Costs


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


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


Basic and Diluted Loss Per Share


The Company computes net loss per share in accordance with FASB Accounting Standard Codification 260, "Earnings Per Share".  Basic loss per share is computed using the weighted average number of shares outstanding during the period.  Diluted EPS gives effect to all dilutive potential common shares





F-9



ATLANTIC RESOURCES INC.

(An Exploration Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

July 31, 2009



Note 2

Summary of Significant Accounting Policies – (cont’d)


Basic and Diluted Loss Per Share – (cont’d)


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.


Income Taxes


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


Environmental costs


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


i)

Completion of a feasibility study; or

ii)

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


Financial Instruments


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, currency or credit risks arising from these financial instruments.


Fair Value Measurements


Effective May 1, 2008, the Company adopted SFAS No. 157, 'Fair Value Measurements,' for all financial instruments and non-financial instruments accounted





F-10



ATLANTIC RESOURCES INC.

(An Exploration Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

July 31, 2009



Note 2

Summary of Significant Accounting Policies – (cont’d)


Fair Value Measurements – (cont’d)


 for at fair value on a recurring basis. SFAS 157 establishes a single definition of fair value and a framework for measuring fair value, sets out a fair value hierarchy to be used to classify the source of information used in fair value measurement and expands disclosures about fair value measurements required under other accounting pronouncements. It does not change existing guidance as to whether or not an instrument is carried at fair value.


SFAS 157 established market and observable inputs as the preferred source of values, followed by assumptions based on hypothetical transaction in the absence of market inputs. The valuation techniques required by SFAS 57 are based upon observable and unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company's market assumptions. These two types of inputs create the following fair value hierarchy:


Level 1 - Quoted prices in active markets for identical asset or liabilities.


Level 2 - Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.


Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.


In October 2008, the FASB issued FASB Staff Position No. FAS 157-3, “Determining the Fair Value of a Financial Asset in a Market That Is Not Active” (FSP 157-3), which clarifies the application of SFAS 157 when the market for a financial asset is inactive. Specifically, FSP 157-3 clarifies how (1) management’s internal assumptions should be considered in measuring fair value when observable data are not present, (2) observable market information from an inactive market should be taken into account, and (3) the use of broker quotes or pricing services should be considered in assessing the relevance of observable and unobservable data to measure fair value. The guidance in FSP 157-3 became effective immediately.


Derivative Instruments


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




F-11



ATLANTIC RESOURCES INC.

(An Exploration Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

July 31, 2009


Note 2

Summary of Significant Accounting Policies – (cont’d)


Derivative Instruments– (cont’d)


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 July 31, 2009, 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 July 31, 2009 all cash and equivalents represented cash at Canadian financial institutions.


Foreign Currency Translations


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


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


Recent Accounting Pronouncements


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


Note 3

Mineral Property and Subsequent Event


On April 18 2007, the Company purchased a mineral claim in the Province of British Columbia for $7,500.  In 2008, the Company conducted a work program totalling $5,000 to keep the claims in good standing.  In 2009, the claim lapsed, but





F-12



ATLANTIC RESOURCES INC.

(An Exploration Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

July 31, 2009



Note 3

Mineral Property and Subsequent Event – (cont’d)


subsequent to the year end, was reinstated and is in good standing until October 6, 2010.  


Note 4

Accounts Payable and Accrued Liabilities


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


Note 5

Due to Related Party


The account represents advances made by a major shareholder and director.  There is no interest or stated terms of repayment.


Note 6

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 noted below.  As management cannot determine that it is more likely than not that the Company will realize the benefit of the net deferred tax asset, a valuation allowance equal to the net deferred tax asset has been recorded.


Balance, July 31

 

2009

2008

Income tax recovery at statutory rate – 30.2.0% (32.5%  in 2008)

 


 $    3,489


$   7,754

Temporary differences

 

 7

8

Income tax rate change

 

 (747)

(137)

Valuation allowance

 

 (2,749)

(7,625)


Net income tax benefit

 


$           -  


$          -


The net deferred tax asset is as follows:


As at July 31

 

2009

2008

Net operating loss carried forward of $44,041 ($32,467  in 2008)

 

 

 $   13,300

 

 $ 10,552

Valuation allowance

 

 (13,300)

 (10,552)


Net income tax benefit

 


$             -  


$          -


The valuation allowance increased $2,749 in 2009 and $7,625 in 2008.


Under normal circumstances the ability to apply the tax loss of $44,041 will expire between 2027 and 2029.






F-13



ATLANTIC RESOURCES INC.

(An Exploration Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

July 31, 2009



Note 7

Capital Stock


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


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


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


There are no shares subject to options, warrants or other agreements as at July 31, 2009.







18




Plan Of Operations


As at July 31, 2009, we had a cash balance of $1,539.  Our plan of operation for the next twelve months is to complete the recommended phase two exploration programs on the Vic Vein Mining Claim consisting of a geophysical survey and follow-up mapping. We carried out the first phase of the recommended exploration program in the summer of 2008 at a cost of $5,000.  We anticipate that the second phase of the recommended exploration programs will cost approximately $25,000, which is budgeted as follows:


Geophysical survey

$18,500

Follow-up Mapping

$  2,500

Report writing/consulting

$  2,500

Operating Supplies

$  1,500

 

 

Total Phase II

$25,000


After the completion of the phase two exploration program, we will have our consulting geologist prepare a report discussing the results and conclusions of the first two phases of exploration. We will also ask her to provide us with a recommendation for additional exploration work on the Vic Vein Mining claim, which will include a proposed budget.


As well, we anticipate spending an additional $15,000 on administrative fees, including fees payable in connection with reporting obligations. Total expenditures over the next 12 months are therefore expected to be approximately $40,000.


We do not have sufficient funds to cover the anticipated exploration expenses associated with the second phase of the exploration program, so we will require additional funding in order to proceed with additional exploration on the Vic Vein claim and to cover administrative expenses.  We anticipate that additional funding will be in the form of equity financing from the sale of our common stock or from director loans. We do not have any arrangements in place for any future equity financing or loans.


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


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


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


?

our ability to raise additional funding;


?

the market price for minerals that may be found on the Vic Vein mineral claim;


?

the results of our proposed exploration programs on the mineral property; and





19




?

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


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


Results of Operations


We have had no operating revenues since our inception on February 9, 2007 through July 31, 2009, and have incurred operating expenses in the amount of $44,468 for the same period.  Our activities have been financed from the proceeds of share subscriptions and director loans.


We do not anticipate earning revenues unless we enter into commercial production on the Vic Vein claim, 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 Vic Vein claim, or if such minerals are discovered, that we will enter into commercial production.


For the fiscal year ended July 31, 2009, general and administrative expenses were $5,328 and professional fees were $6,224.  For the fiscal year ended July 31, 2008, general and administrative expenses were $5,491, professional fees were $13,366 and we incurred $5,000 in geological, mineral and prospect costs.


During our fiscal year ended July 31, 2009, we incurred a net loss of $(11,552), which resulted in an accumulated deficit of $(44,468).


Our financial statements are prepared in accordance with U.S. generally accepted accounting principles.  We have expensed all development costs related to our establishment.


Liquidity and Capital Resources


We had cash of $1,539 as of July 31, 2009, compared to a cash position of $4,664 at July 31, 2008.  Since inception through to and including July 31, 2009, we have raised $29,200 through private placements of our common shares.


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


Off-balance sheet arrangements


We have no off-balance sheet arrangements including arrangements that would affect our liquidity, capital resources, market risk support and credit risk support or other benefits.


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.


Changes In And Disagreements With Accountants on Accounting and

Financial Disclosure


We have had no changes in or disagreements with our accountants.






20



Directors, Executive Officers, Promoters And Control Persons


Our executive officers and directors and their age as of the date of this prospectus is as follows:


Directors:


Name of Director

Age

Raffi Khorchidian

43

  




Executive Officers:


Name of Officer

Age

Office

Raffi Khorchidian

43

President 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. Raffi Khorchidian has acted as our president, chief executive officer and as a director since our incorporation on February 9, 2007.  Mr. Khorchidian has been the owner and founder, sole director and shareholder of Graffico. His positions with Graffico have been his principal occupation over the past 15 years. Raffi Khorchidian has over 25 years of experience in the print industry in all aspects of print sales, production and marketing.

 

Mr. Khorchidian does not have any professional training or technical credentials in the exploration, development and operation of mines.


Mr.Khorchidian intends to devote approximately 30% of his business time to our affairs.


Term of Office


Our 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 officers are appointed by our board of directors and hold office until removed by the board.


Significant Employees


We have no significant employees other than the officers and directors described above.


Stock Option Grants


We have not granted any stock options to the executive officers since our inception.


Consulting Agreements


We do not have any employment or consulting agreement with our directors or officers.  We do not pay Mr. Raffi Khorchidian any amount for acting as director of the Company.







21



Executive Compensation


Summary Compensation Table


The table below summarizes all compensation awarded to, earned by, or paid to our executive officers by any person for all services rendered in all capacities to us for the fiscal period from our inception on February 9, 2007 to April 30, 2009 and the subsequent period to the date of this prospectus.


Annual Compensation




Name



Title



Year



Salary



Bonus


Other Comp.

Restr Stock Awarded

Options/SARS (#)

LTP payouts ($)

Raffi

Khorchidian

President CEO, Secretary, Treasurer & Director

2009

2008

2007

$0

$0

$0

0

0

0

0

0

0

0

0

0

0

0

0

$0

$0

$0



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.



Title of Class


Name of beneficial owner

Amount of beneficial ownership


Percent of class


Common stock


Raffi Khorchidian

 


3,000,000


63.83%

 

 

 

 

Common stock

All officers and directors as a group that consists of one person

3,000,000

63.83%

 

 

 

 


The percent of class is based on 4,700,000 shares of common stock issued and outstanding as of the date of this prospectus.


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 promoter, Raffi Khorchidian;

*

Any member of the immediate family of any of the foregoing persons.






22



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 director 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.


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.





23



Part II


Information Not Required In The Prospectus


Other Expenses Of Issuance And Distribution


The estimated costs of this offering are as follows:


Securities and Exchange Commission registration fee

$      9.10

Transfer Agent fees

$ 1,000.00

Accounting and auditing fees and expenses

$ 6,500.00

Legal fees and expenses                                     

$ 1,500.00

Edgar filing fees                                           

$ 1,000.00

Total

$10,009.14


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.


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,





24



partnership, joint venture, trust or other enterprise, prior to the final disposition of 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.


Recent Sales Of Unregistered Securities


We completed an offering of 3,000,000 shares of our common stock at a price of $0.001 per share to our president, Raffi Khorchidian, on March 12, 2007.  The total amount received from this offering was $3,000.  These shares were issued pursuant to Regulation S of the Securities Act.  


We completed an offering of 1,200,000 shares of our common stock at a price of $0.001 per share to a total of six purchasers on March 14, 2007.  The total amount received from this offering was $1,200.  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

Ophelia Sahakian  

200,000

Levon Khorchidian

200,000

Vartouhy Khorchidian

200,000

Patricia Comeau

200,000

Alan Sahakian

200,000

Taline Giragosian

200,000



We completed an offering of 500,000 shares of our common stock at a price of $0.05 per share to a total of 25 purchasers on April 26, 2007.  The total amount received from this offering was $25,000.  We completed this offering pursuant to Regulation S of the Securities Act.  The purchasers in this offering were as follows:

   

Name of Subscriber

Number of Shares

Rob Oslic

20,000

Henry Peters

20,000

Jack Khorchidian

20,000

Laura Oslic

20,000

Jim Platis

20,000

Loutfig Demirjian

20,000

Raffi Donabedian

20,000

Garine Demirjian

20,000

Patty Yeterian

20,000

Jean Jacques Donabedian

20,000

Zare Giragosian

20,000

Dick Lau

20,000

Bobbie Brockelmann

20,000

Sossi Dakessian

20,000

Vahik Sahakian

20,000

Remon Jubran

20,000





25






John Arabatlian

20,000

Tamar Demirdjian

20,000

Marcello Leone

20,000

Carla Leone

20,000

Kevin White

20,000

Sean Comeau

20,000

Rob Harris

20,000

Randall Andrus

20,000

Aghavne Sahakian

20,000


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.






26



Exhibits


Exhibit

Number             Description


3.1*

Articles of Incorporation

3.2*

Bylaws

5.1*

Legal opinion with consent to use

10.1*

Mineral property agreement dated April 18, 2007

23.1

Consent of K.R. Margetson Ltd., Certified Public Accountant

99.1*

Location map


* previously filed as exhibits to our registration statement on Form S-1 dated February 19, 2007



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.

That, for determining our liability under the Securities Act to any purchaser in the initial distribution of the securities, we undertake that in a primary offering of our securities pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, we will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:


     

(i)  any preliminary prospectus or prospectus that we file relating to the offering required to be filed pursuant to Rule 424 (Section 230.424 of this chapter);


      (ii)  any free writing prospectus relating to the offering prepared by or on our behalf or used or referred to by us;


     (iii) the portion of any other free writing prospectus relating to the offering containing material information about us or our securities provided by or on behalf of us; and





27




     (iv) any other communication that is an offer in the offering made by us to the purchaser.


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 430B 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 reference 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 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.






28



Signatures


Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto authorized in the City of Vancouver, Province of British Columbia on November 5, 2009.


Atlantic Resources Inc.


By: /s/ Raffi Khorchidian

                          

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

     

Raffi Khorchidian

President, Chief Executive 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/ Raffi Khorchidian

Raffi Khorchidian

President, Chief Executive Officer, Secretary, Treasurer, principal accounting officer, principal financial officer and Director

November 5, 2009