UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

_________________

(Mark One)

For the Quarterly Period Ended October 31, 2010

or

For the Transition Period from                      to                      

Commission File Number 333-146572

ASIA ATLANTIC RESOURCES

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (416) 464-7484

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

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

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

The number of shares of the registrant’s common stock outstanding as of December 3, 2010 was 13,100,000.

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PART I

Item 1.  Financial Statements.

ASIA ATLANTIC RESOURCES.

(An Exploration Stage Company)

BALANCE SHEETS

October 31, 2010 and April 30, 2010

(Unaudited)

See Accompanying Notes

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ASIA ATLANTIC RESOURCES

(An Exploration Stage Company)

STATEMENT OF OPERATIONS  

(Unaudited)

For the three and six month periods ended October 31, 1010 and 2009 and

for the period January 22, 2007 (Date of Inception) to October 31, 2010

See Accompanying Notes

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ASIA ATLANTIC RESOURCES

(An Exploration Stage Company)

STATEMENT OF CASH FLOWS

(Unaudited)

For the six months ended October 31, 2010 and 2009, and

 for the period January 22, 2007 (Date of Inception) to October 31, 2010

See Accompanying Notes

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ASIA ATLANTIC RESOURCES

(An Exploration Stage Company)

NOTES TO THE INTERIM FINANCIAL STATEMENTS

(Unaudited)

October 31, 2010

Note 1 -      Interim Reporting

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

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

Operating results for the six months ended October 31, 2010 are not necessarily indicative of the results to be expected for the year ended April 30, 2011.

Note 2 -

Nature and Continuance of Operations

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

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

These financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for its next fiscal year.  Realization values may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern.  At October 31, 2010, the Company had not yet achieved profitable operations, has accumulated losses of $236,831 since its inception. The Company expects to incur further losses in the development of its business, all of which casts substantial doubt about the Company’s ability to continue as a going concern.  The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due.  Management anticipates that additional funding will be in the form of equity financing from the sale of common stock.  Management may also seek to obtain short-term loans from the director of the Company.  There are no current arrangements in place for equity funding or short-term loans.

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Note 3 -

Significant Accounting Policies

There have been no changes in accounting policies from those disclosed in the notes to the audited financial statements as of April 30, 2010.

Note 4 -

Recent Accounting Pronouncements

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

Note 5 -

Related party transactions

During the six months ended October, 31, 2010, the Company expensed $32,700 for management fees to the Director.  ($31,500 was expensed in the six months ending October 31, 2009).  

During the six months ended October 31, 2010, the Company’s director advanced funds to the company in the amount of $13,563. ($12,035 was advanced in the six months ended October 31, 2009.)  

These transactions resulted in a net due to the Company’s Director as at October 31, 2010 of $57,145.  ($3,317 - due from the Director at October 31, 2009.)  The advances are due on demand but without interest.

Note 6 -

Convertible Note

On August 19, 2008, the Company received financing of $6,500 in exchange for a note payable that is non-interest bearing and due on demand. Each $0.005 of the principal outstanding of the note may be converted into one common stock of the Company at the discretion of the note holder.  Should the conversion feature be exercised, the Company would be required to issue 1,300,000 shares in exchange for the note.

The Company accounts for this financial instrument in accordance with FASB ASC Topic 815, Derivatives and Hedging, Subtopic 40, Contracts in Entity`s Own Equity.  At its inception the conversion feature was recorded separately from the debt instrument and using level 1 inputs the fair value was calculated as $nil.

Note 7 -

Capital Stock

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

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

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Note 7 -

Capital Stock – continued

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

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

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

On December 29, 2009, the Company issued 1,000,000 common shares in fulfilment of the subscriptions.

On December 29, 2009, the Company issued 500,000 common shares for $12,500 in cash.

There are no shares subject to options, warrants or other agreements as at October 31, 2010.

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Forward-Looking Statements

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

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

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

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

Plan of Operation

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

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

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

Results of Operations for the Three-Month Period Ended October 31, 2010

We had no revenues for the three-month periods ended September 30, 2010 or 2009.  We have no present source of revenue and there is little likelihood we will develop any revenue source during the next 12 months.

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We incurred expenses in the amount of $24,669 for the three-month period ended October 31, 2010 as compared with $32,616 for the three-month period ended October 31, 2009.  For the six month period ended October 31, 2010, we incurred expenses of $46,739 as compared with $62,310 for the six month period ended October 31, 2009.  The decrease is due mainly to a decline in professional fees of $6,723 and $14,589 for the three six month for periods in 2010 as compared to the same periods in 2009.  

At October 31, 2010, we had total assets of $305 consisting solely of cash. There were total liabilities of $69,636 consisting of accounts payable and accrued liabilities of $5,991, a note payable of $6,500 and advances from a related party of $57,145.

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

Item 3.  Quantitative and Qualitative Disclosures About Market Risk.

None.

Item 4T.  Controls and Procedures.

Management’s Report on Internal Control over Financial Reporting.

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

Our management, with the participation of our principal executive officer and financial officer, evaluated the effectiveness of our internal control over financial reporting as of October 31, 2010. Our management’s evaluation of our internal control over financial reporting was based on the framework in Internal Control—Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on such evaluation, management determined that our internal control over financial reporting was not effective as of October 31, 2010 because the following material weakness in internal control over financial reporting existed as of October 31, 2010.  

(i)

lack of segregation of incompatible duties due to insufficient personnel; and

(ii)

Insufficient Board of Directors representation.

Though no material misstatements have resulted our management has determined that until such time as sufficient representation on our Board of Directors can be achieved the Company’s inability to formulate an audit committee represents a significant risk.

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A material weakness is a deficiency or a combination of control deficiencies in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

Limitations on Effectiveness of Controls

Our principal executive officer and principal financial officer do not expect that our disclosure controls or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additional controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the second quarter of our fiscal year ended October 31, 2010 that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.

PART II

Item 1.  Legal Proceedings.

None.

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

None.

Item 3.  Defaults Upon Senior Securities.

None.

Item 4.  Reserved

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Item 5.  Other Information.

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

Item 6.  Exhibits.

____________________

*   Filed herewith.

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SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

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