UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): May 27, 2011

ATLANTIC RESOURCES INC.

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(Exact name of registrant as specified in its charter)

591 Camino de la Reina, Suite 802, San Diego, CA

        92108

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      (Address of principal executive offices)

       (Zip Code)

Registrant’s telephone number, including area code:  619-688-6505

606 – 610 Granville Street, Vancouver, BC, V6A 4C9

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(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions.

[_] Written communications pursuant to Rule 425 under the Securities Act (17 CFR240.14d-2(b))

[_] Soliciting material pursuant to Rule 14a-12 under Exchange Act (17 CFR240.14a-12)

[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b))

[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR240.13e-4(c))

ITEM 5.01. CHANGES IN CONTROL OF REGISTRANT

On May 27, 2011, our former president, Raffi Khorchidian, sold a total of 3,000,0000 shares of restricted common stock, representing 67.92% of issued and outstanding common stock, to John H. Schweitzer.

Mr. Schweitzer paid $9,000 to Mr. Khorchidian in connection with the share purchase from personal funds. There were no arrangements or understanding between Mr. Khorchidian and Mr. Schweitzer and their associates with respect to the election of directors or other matters.

ITEM 5.02.  DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;

APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF

   CERTAIN OFFICERS

On May 27, 2011, we appointed John H. Schweitzer as our President, C.E.O., Secretary, Treasurer, as well as a director in place of Raffi Khorchidian, who resigned from these positions and his director position on the same date.  At the time of his resignation, Mr. Khorchidian was our sole executive officer.  

In connection with the change of control and the requirements of Form 8-K, we provide the following Form 10 information:

Description of Business

We intend to conduct business in the mineral property exploration sector. We previously conducted exploration on our sole exploration target, the Vic Vein Mining claim. However, due to lack of funding, our interest in the Victoria Vein Mining claim lapsed in October 2010. Accordingly, we no longer hold any interest in the Vic Vein Mining claim.

We are currently reviewing other potential acquisitions in the mineral exploration sector and concurrent funding. However, there is no guarantee that we will be successful in locating or acquiring an interest in a suitable exploration property.

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.

Subsidiaries

We do not have any subsidiaries.

Patents and Trademarks

We do not own, either legally or beneficially, any patents or trademarks.

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 current report 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 acquire interests in mineral exploration properties. Therefore, we will need to obtain additional financing in order to proceed with our business plan.  We currently do not have any operations and we have no income.  

We will require additional financing to sustain our business operations if we are not successful in earning revenues once we acquire a suitable mineral exploration property and complete initial exploration.  We do not currently have any arrangements for financing and may not be able to find such financing if required.

Because we have not commenced business operations, we face a high risk of business failure.

Because we have not acquired an interest in a mineral exploration property, 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 were not able to keep that property in good standing due to difficulties in raising financing for exploration. We did not earn any revenues from the Vic Vein claim. 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.

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.  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, 2010 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.

Because our director has other business interests, he may not be able or willing to devote a sufficient amount of time to our business operations, causing our business to fail.

Our president, Mr. John H. Schweitzer, intends to devote approximately 20% 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 refuse to attempt to sell penny stock.

Forward-Looking Statements

This current report 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 current report.

Reports to Security Holders

We are required to file annual, quarterly and current reports, and other information with the Securities & Exchange Commission.  The public may read and copy any materials that we file with the Commission at the Commission's Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the Commission at 1-800-SEC-0330. The Commission maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the Commission. The address of that site is http://www.sec.gov.

Management’s Discussion and Analysis or Plan of Operation

Plan Of Operations

Our plan of operation for the twelve months is to complete the acquisition of a mineral exploration property and commence an initial phase of exploration on the property. We estimate that the cost of acquisition and initial exploration will be approximately $35,000.

As well, we anticipate spending an additional $25,000 on administrative fees, including fees payable in connection with our filing obligations as a reporting issuer.  Total expenditures over the next 12 months are therefore expected to be approximately $60,000.

We do not have sufficient funds to cover a mineral property acquisition or to cover expenses associated with a first phase of the exploration program. 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 or non-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;

• our ability to locate and acquire a suitable interest in a mineral property;

•  the market price for minerals;

• the results of our proposed exploration programs; and

• our ability to find joint venture partners for the development of any 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.

We have had no operating revenues since our inception on February 9, 2007 through October 31, 2009, and have incurred operating expenses in the amount of $46,208 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.

Results of Operations

Interim Period ended January 31, 2011

In the six-month period ended January 31, 2011, we incurred a net loss of $7,573 consisting of $2,031 in general and administrative expenses and $5,542 in professional fees.  We did not earn any revenue during the period.

Fiscal Years ended July 31, 2010 and 2009

For the fiscal year ended July 31, 2010, we incurred a net loss of $16,911 consisting of general and administrative expenses of $5,901 and professional fees of $11,010.  For the fiscal year ended July 31, 2009, general and administrative expenses were $5,328 and professional fees were $6,224, for a net loss of $11,552. The increase in net loss in fiscal 2010 was primarily a result of an increase in audit fees.

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