UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 <R> AMENDMENT NO. 1 **TO** FORM
10-K </R> _________________  (Mark One) þ

Annual
Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934  For the fiscal year ended Period Ended April 30,
2009 or o

Transition
Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934  For the Transition Period from
 to  Commission File Number 333-146572  ASIA
ATLANTIC RESOURCES (Exact name of registrant as specified in
its charter)  Nevada

00-0000000(State or Other Jurisdiction of

(I.R.S. Employer Identification
No.)Incorporation or Organization)  1543 Bayview Avenue, Suite
409Toronto, Ontario
Canada  M4G 3B5(Address of principal executive
offices and zip code)  Registrants telephone number, including
area code: (416) 464-7484  Indicate by check mark if the
registrant is a well-known seasoned issuer, as defined in rule 405 of Securities
Act. Yes o No þ  Indicate by check mark if the
registrant is not required to file reports pursuant to Section 13 or Section
15(d) of the Act.  Yes o No
þ  Indicate by check mark whether the
issuer (1) 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 if disclosure
of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this
chapter) is not contained herein, and will not be contained, to the best of
registrants knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. Yes  þ
  No   o   ____________________________________________________________________________   Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company. See the definitions of large accelerated
filer, accelerated filer and smaller reporting company in Rule 12b-2
of the Exchange Act.  Large accelerated
filer   ̈

Accelerated filer   ̈Non-accelerated filer   ̈
(Do not check
if smaller reporting company)

Smaller reporting
company  x Indicate by
check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).    Yes  þ    No   ̈ <R> The aggregate
market value of the voting and non-voting common equity held by non-affiliates
of the registrant as of November 30, 2008, based upon the closing price of the
common stock as reported by OTC:BB on such date was approximately $560,000.
 However, to the knowledge of management there have been no recorded trades
in the stock.  The total number of shares of Common Stock issued and
outstanding as of July 22, 2009 was 11,600,000. </R.>  2 ____________________________________________________________________________   PART
I  TABLE
OF CONTENTS  Item 1:
Business
.
4Item 1A:
Risk
Factors
5Item 1B:
Unresolved
Staff Comments...
7Item 2:
Properties
7Item 3:
Legal
Proceedings...
7Item 4:
Submission of
Matters to a Vote of Security Holders
8PART IIItem 5:
Market for
Registrant's Common Equity, Related Stockholder Matters
and Issuer
Purchases of Equity Securities..
8Item 6:
Selected
Financial Data..
8Item 7:
Managements
Discussion and Analysis of Financial Condition and
Results of
Operations..
8Item 7A:
Quantitative
and Qualitative Disclosures About Market Risk
9Item 8:
Financial
Statements and Supplementary Data
9Item 9:
Changes in and
Disagreements with Accountants on Accounting
and Financial
Disclosure.
9Item
9A(T):
Controls and
Procedures..
9Item 9B:
Other
Information
1111PART IIIItem 10:
Directors,
Executive Officers and Corporate Governance..
11Item 11:
Executive
Compensation
12Item 12:
Security
Ownership of Certain Beneficial Owners and Management
and Related
Stockholder Matters
12Item 13:
Certain
Relationships and Related Transactions, and Director
Independence
13Item 14:
Principal
Accounting Fees and Services.....
14PART IVItem 15:
Exhibits,
Financial Statement Schedules
15Signatures
.
16   3 ____________________________________________________________________________   PART
I  The
Issuer , is Asia Atlantic Resources, a Nevada corporation ("Company"). When used
herein the terms "we", "us" and/or "our" shall mean the Company.  This
Annual Report contains forward-looking statements that involve a number of risks
and uncertainties.  Such forward-looking statements are not historical
facts and constitute or rely upon projections, forecasts, assumptions or other
forward-looking information. Generally these statements may be identified by the
use of forward-looking words or phrases such as "believes", "expects",
"anticipates", "intends", "plans", "estimates", "may", and "should". These
statements are inherently subject to known and unknown risks, uncertainties and
assumptions. Our future results could differ materially from those expected or
anticipated in the forward-looking statements. Specific factors that might cause
such differences include factors described and discussed in Risk Factors in Item
1A below.   Item 1.
  Business.  The
Company was organized as a Nevada corporation on January 22, 2007.  We are
an exploration stage company which was formed to acquire, explore and, if
warranted, develop and operate mineral properties.  On
February 9, 2007, we acquired 100% ownership in a mineral prospect property
located in central British Columbia known as the KL Baez Property.  The
KL Baez Property was acquired from an individual not affiliated with us.
 It was acquired for $8,000.00 (USD).  The
results of the preliminary exploration work on the KL Baez Property were
unsatisfactory.  Accordingly, we concluded to let this mineral claim expire
on September 17, 2008.  On
October 29, 2008, management and control of the Company changed.  Ms.
Patricia Cooke acquired 2,000,000 shares of our stock from Christopher Murphy,
our then President and a director.  Ms. Cooke became our President, Chief
Executive Officer and sole director.  On November 6, 2008, Preystone
Investment Corp.., a Panamanian corporation (Preystone), with offices in
Panama City, Panama purchased 4,000,000 newly issued shares of our common stock
for $100,000.00 (USD).  In January of 2009, Preystone Investment Corp. sold
its 4,000,000 shares to 10 investors as restricted securities in a private
placement.  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.  We are presently concentrating these efforts in the
mineral resources industry.  There are no present binding arrangements for
such a business combination or acquisition of assets.  4 ____________________________________________________________________________    We
are engaged in preliminary negotiations to acquire ownership of a Panamanian
corporation which has applied to the Republic of Panama for a Mineral Concession
on a mineral prospect located in Panama.  The mineral prospect for which
the application is filed is located on property owned by the Panamanian
corporation (approximately 625 acres).  The mineral prospect property has
had historical operations for the production of gold under the name Mina Santa
Rosa.  The application for this Mineral Concession is under review by the
Panamanian Administration which assumed office in June of 2009.  There is
no present assurance that the Mineral Concession will be granted.  There
are no present understandings or agreements with respect to this possible
acquisition; nor do we presently have sufficient information to form any
definitive opinion as to the merits of or valuation of the mineral prospect.
 If these negotiations result in an agreement with respect to this possible
acquisition, it will undoubtedly result in our having to acquire additional
financing to complete the acquisition and conduct necessary exploration work,
and if justified, develop work on the property.  While
our acquisition of $100,000 from the private placement of 4,000,000 shares of
common stock in November of 2008 provided us with capital to cover our present
administrative expenses for the next several months, we will have to raise
significant amounts of additional capital to finance any mineral acquisitions
and/or exploration programs.  We have no present arrangement for any
capital acquisition, and there is no assurance any additional capital will
become 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 mineral
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 and any
resultant mineral exploration activities.  Item 1A.
  Risk Factors.  Our
status as a shell company without any active business or revenue producing
assets increases the risks involved in an investment in our stock. The risk
factors involved in such an investment include, but are not limited to, those
set out below  OUR AUDITOR HAS
EXPRESSED SUBSTANTIAL DOUBT AS TO OUR ABILITY TO CONTINUE AS A GOING
CONCERN.  As
set forth in the financial statements and their footnotes, our auditor has
expressed substantial doubt as to our ability to continue as a going concern.
 Our future is dependent upon our acquisition, development and/or operation
of a viable business and the acquisition of sufficient capital to finance these
activities, none of which are assured.  5 ____________________________________________________________________________   OUR PROPOSED
OPERATIONS ARE DEPENDENT UPON ACQUISTION OF A BUSINESS OR ASSETS WHICH CAN BE
DEVELOPED INTO A VIABLE ON-GOING BUSINESS AND ACQUIRE THE NECESSARY CAPITAL TO
FINANCE OUR ACTIVITIES.  We
presently have no potential revenue producing assets and no binding arrangements
for the acquisition of any such assets.  Our future operations are
dependent upon our ability to acquire a business or assets and develop it or
them into a viable business venture.  Since we have no present source of
revenue and we anticipate that it will be a significant period of time before we
can develop any material revenue even if our proposed activities have good
results, we will have to raise significant amounts of capital to finance any
proposed acquisition and maintain our operations.  There are no present
arrangements or assurance for any capital acquisitions.  WE DO NOT HAVE
MANAGEMENT OR OTHER PERSONNEL WITH EXPERIENCE OR KNOW-HOW IN THE MINERAL
INDUSTRY, OUR CHOSEN AREA OF INTEREST.  Our
sole officer and director has no experience or know-how in the mineral industry.
 If we do not complete an acquisition of mineral assets, we will have to
acquire experienced and knowledgeable personnel and/or the services of outside
consultants to conduct our mineral activities. We have no present arrangement to
provide these necessary services.  THE MINERAL INDUSTRY
IS CAPITAL AND TIME INTENSIVE AND CYCLIC IN NATURE.  It
normally requires the expenditures of material amounts of capital and time to
explore and develop a mineral property to the stage of active mining operations
and production of revenue.  The mineral industry is cyclic in nature with
material variations in the prices of mineral products.  In many instances,
but the time a mineral property has been developed, a decline in product price
may make the operation uneconomical.  OUR ONLY PROSPECT
INTEREST IS IN PANAMA WITH RESULTANT RISKS FROM FOREIGN OPERATIONS  If
we acquire an interest in the prospect located in Panama we are presently
evaluating, we will be subject to the risks and uncertainties involved in
foreign operations including:  · Difficulties
in language communications and these arising out of cultural differences may
adversely effect our operations;  · The
laws of the Republic of Panama will govern our material agreements and
operations. Their systems of laws and the enforcement thereof may not be as
certain in implementation and interpretation as in the United States;  · Substantially
all of our non-cash assets will be located outside of the United States.
Accordingly, we may not be able to enforce any judgments of any United States
courts predicated upon United States laws or state laws, including securities
laws; and  6 ____________________________________________________________________________   · Panama
is experiencing a developing opposition to mining activities by environmental
groups.  These activities by have increased in response to alleged illegal
environmentally damaging activities by other mining activities by other mining
entities.  Although our plans call for activities to be conducted in not
only a legal manner but an environmentally friendly one, our activities may be
impeded or adversely affected by this growing mining opposition movement.  IF WE ACUIRE A
PROPERTY AND DEFINE AN ECONOMIC ORE RESERVE AND ACHIEVE PRODUCTION, IT WILL
DECLINE IN THE FUTURE AS AN ORE RESERVE IS A WASTING ASSET.  Our
future ore reserve and production, if any, will decline as a result of the
exhaustion of reserves and possible closure of any mine that might be developed.
Eventually, at some unknown time in the future, all of the economically
extractable ore will be removed from the properties, and there will be no ore
remaining. This is called depletion of reserves. Ultimately, we must acquire or
operate other properties in order to continue as an ongoing business.  MINERAL MARKET PRICES
ARE SUBJECT TO FLUCTUATIONS WHICH MAY ADVERSELY EFFECT OUR OPERATIONS.  If
we are successful in developing any mineral properties, our ability to operate
at a profit will be dependent on the then existing market price of the involved
mineral. Declines in the market prices of the involved mineral may render
reserves containing relatively low grades of ore uneconomic to exploit, and we
may be required to discontinue exploration, development or mining on the
properties, or write down our assets. We cannot predict the future market price
of minerals and we may not be able to survive in a declining market
situation.  Item 1B.
 Unresolved Staff Comments.  None.  Item 2.
 Properties.  We
have no material physical properties. Our only material asset consists of
cash.  Item 3.
 Legal Proceedings.  We are not involved in material pending legal proceedings as of the
date of this Annual Report on Form 10-K.  7  ____________________________________________________________________________   Item 4.
 Submission of Matters to a Vote of Security Holders.  No
matter was submitted during the fourth quarter of the fiscal year covered by
this report to a vote of security holders, through the solicitation of proxies
or otherwise.   PART
II  Item 5.
 Market for Registrants Common Equity, Related Stockholder Matters and
Issuer Purchases
of Equity Securities.  Our
common stock has been quoted on the Over-the-Counter Bulleting Board since
February 1, 2008.  However, to our knowledge, there have been no trades of
our stock on the OTC Bulleting Board or otherwise.  The
following table sets forth the high and low bid of the common stock in the Pink
Sheets and the Bulletin Board for the periods indicated. The bid price
represents prices between dealers, which do not indicate retail markups,
markdown or commissions and the bid prices may not represent actual
transactions:  Quarter
Period
High
Low<R>February 
April 2008
$10.00
$10.00May  June 2008
10.00
10.00August 
October 2008
10.00
10.00November 2008 
January 2009
10.00
10.00February 
April 2009
10.00
10.00 </R> The
number of record holders of our common stock at July 17, 2009 was 31.  The
holders of our common stock are entitled to receive dividends as may be declared
by the Board of Directors out of funds legally available.  We have never
had any material earnings and do not presently have any capacity to generate any
such earnings.  We have never declared any dividends. We do not anticipate
declaring and paying any cash dividends in the foreseeable future.  Item 6.
 Selected Financial Data.  Not
applicable to smaller reporting company.  Item 7.
 Managements Discussion and Analysis of Financial Condition and Results
of Operations.  As
set out in Item 1. above, 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.  We are presently
concentrating these efforts in the mineral resources industry.  There are
no present binding arrangements for such a business combination or acquisition
of assets.  8 ____________________________________________________________________________   We
have no present source of revenue and we will have to acquire significant
amounts of additional capital to finance our search for and development of a new
business opportunity.  Our auditor has expressed substantial doubt as to
our ability to continue as a going concern.  We
incurred operating expenses in the amount of $61,279 for the fiscal year ended
April 30, 2009 as compared to $13,702 for the fiscal year ended April 30, 2008.
 Our net loss for the year ended April 30, 2009 was $61,692 compared to
$13,588 for the year ended April 30, 2008.  These increases in expenses and
loss were caused mainly by the payment of $36,750 in officers salary in the
year ended April 30, 2009 as compared to none in 2008 and by an increase in
professional fees of $6,936.  At
April 30, 2009, our assets consisted of cash in the amount of $48,852 and a
charge to a related party of $763.  At April 30, 2009, our liabilities
consisted of accounts payable and accrued liabilities of $55 and amounts due to
a related party of $6,500 on a convertible note.   Item 7A.
 Quantitive and Qualitive Disclosures About Market Risk.  Not
applicable to smaller reporting company.  Item 8.
 Financial Statements and Supplementary Data.  Our
consolidated financial statements appear immediately following the Signature
Page to this Form 10-K beginning at page F-1.  Item 9.
 Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure.  We
have made no changes in our independent accountants since our formation.  Item 9A(T).
 Controls and Procedures.  Disclosure
Controls and Procedures We
maintain disclosure controls and procedures, as that term is defined in Rule
13a-15(e), promulgated by the Securities and Exchange Commission pursuant to the
Securities Exchange Act of 1934, as amended. Disclosure controls and procedures
include controls and procedures designed to ensure that information required to
be disclosed in our company's reports filed under the Securities Exchange Act of
1934 is recorded, processed, summarized and reported within the time periods
specified in the Securities and Exchange Commissions rules and forms, and that
such information is accumulated and communicated to our management, including
our principal executive officer, our principal financial officer and our
principal accounting officer, as appropriate, to allow timely decisions
regarding required disclosure.  9 ____________________________________________________________________________   As
required by paragraph (b) of Rules 13a-15 under the Securities Exchange Act of
1934, our management, with the participation of our principal executive officer,
our principal financial officer and our principal accounting officer, evaluated
our companys disclosure controls and procedures as of the end of the period
covered by this annual report on Form 10-K. Based on this evaluation, our
management concluded that as of the end of the period covered by this annual
report on Form 10-K, our disclosure controls and procedures were effective. 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 our
principal financial officer, evaluated the effectiveness of our internal control
over financial reporting as of April 30, 2009. 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 April 30, 2009 because the following material weakness in internal control
over financial reporting existed as of April 30, 2009.  (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.  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. This
annual report does not include an attestation report of our companys
independent registered public accounting firm regarding internal control over
financial reporting. Managements report was not subject to attestation by our
companys independent registered public accounting firm pursuant to temporary
rules of the SEC that permit our company to provide only managements report in
this annual report.  10 ____________________________________________________________________________   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
fourth quarter of our fiscal year ended April 30, 2009 that have materially
affected, or are reasonably likely to materially affect our internal control
over financial reporting. Item 9B.
 Other Information.  None   PART
III  Item 10.
 Directors, Executive Officers and Corporate Governance.  The
following table sets forth information regarding the sole director and executive
officer of the Company.  Name
Age
PositionPatricia
Cooke
54
President,
Chief Executive Officer and Director   Patricia Cooke has
served as President, Chief Executive Officer and the sole director of the
Company since October 29, 2008.  Her principal occupation since 1994 has
been the President, director and sole owner of Wellington-Cooke Ltd., a
corporate services company of Toronto, Ontario.  In this capacity, she
provides services to publicly traded companies in the areas of investor
relations and reporting requirements  11 ____________________________________________________________________________   There
are no family relationships between any of the directors, officers or
significant employees.  The
Company has adopted a Code of Business Conduct and Ethics which applies to all
directors, officers and employees.  This Code provides, among other things,
for written standards designed to deter wrongdoing and to promote:  (i)
honest and ethical conduct; (ii) full, complete, timely and understandable
disclosure in all reports filed or submitted to the Securities and Exchange
Commission and other Company public communications; (iii) compliance with
applicable governmental laws, rules and regulations; (iv) prompt internal
reporting of violations of the ethics code; and (v) accountability for adherence
to the ethics code.  A copy of the Code of Business Conduct and Ethics is
filed with this annual report as an exhibit.  The
Company has also adopted a Policy Statement for the Protection of Material,
Non-Public and Other Confidential Information and Prevention of Insider Trading
and Tipping.  A copy of this Policy Statement is filed with this annual
report as an exhibit.  The
Company has not adopted any specified procedures by which the security holders
of the Company may recommend nominees to the Companys Board of Directors.  The
Company has not established a separately-designated standing audit committee.
 The entire Board of Directors acts as the Companys audit committee.  The
Company does not presently have any independent director or director qualified
as an audit committee financial expert.  Item 11.
 Executive Compensation.  The
following Summary Compensation Table sets forth the compensation of the names
executive officers of the Company for each of the two fiscal years ended April
30, 2008 and 2009.  SUMMARY COMPENSATION TABLE   Name and Principal
Position
Year
Salary
($)
Bonus
($)
Stock
Awards
($)
Option
Awards
($)
All Other
Compensation
($)Christopher Murphy
2008
-0-
-0-
-0-
-0-
-0-President and Chief Executive
Officer
2009(1)
-0-
-0-
-0-
-0-
-0-Patricia Cooke
2008(2)
$36,750
-0-
-0-
-0-
-0-President and Chief Executive
Officer  12 ____________________________________________________________________________   _________________ (1) Mr.
Murphy served as President and Chief Executive Officer from May 1, 2007 to
October 29, 2008. (2) Ms.
Cooke has served as President and Chief Executive Officer since October 29,
2008.   We
did not pay any compensation to our director for acting as such.  Ms. Cooke
will be paid a salary for acting as an officer of approximately $5,000 a month
during the fiscal year commencing May 1, 2009.  Since
we only presently have one director, the Board does not have any formal
Compensation Committee.  We
do not presently have any employment or consulting agreements with any officer,
director or employee.  Item 12.
  Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder
Matters.  The
following table sets forth information with respect to the only person known to
the Company to be the beneficial owner of more than 5% of any class of the
Companys voting securities:  Title of
Class
Name and
Address of
Beneficial
Owner
Amount and
Nature of
Beneficial
Ownership
Percent of
ClassCommon
Stock
Patricia
Cooke
1543 Bayview
Avenue
Suite 409
Toronto,
Ontario
Canada M4G
3B5
2,000,000
17.2%   Item 13.
  Certain Relationships and Related Transactions, and Director
Independence.  Ms.
Cooke, our sole officer an director, may be deemed to be a parent of the
Company as such is defined under the Securities Exchange Act of 1934, as
amended, by virtue of her position since she has the duty under Delaware
corporate law to control and direct the actions of the Company and since she is
the only shareholder owning 5% or more of our outstanding stock.  Since
May 1, 2007, there has been no transaction to which the Company was a party and
in which any officer, director of the Company or any holder of more than 5% of
any class of its stock had or is to have a material interest.  13 ____________________________________________________________________________   Item 14.
 Principal Accounting Fees and Services.  The
Board of Directors approved the engagement of K. R, Margetson Ltd., chartered
accountant, as our independent accountant to audit our financial statements for
the fiscal years ending April 30, 2009 and 2008 and our interim statements for
2009-2010.  Our
Board of Directors has unanimously approved all audit and non-audit services
provided by the independent auditors. The independent accountants and management
are required to periodically report to the Board of Directors regarding the
extent of services provided by the independent accountants, and the fees for the
services performed to date.  Audit Fees  For
the fiscal years ended April 30, 2009 and 2008, the aggregate fees billed for
services rendered for the audits of the annual financial statements and the
review of the financial statements included in the quarterly reports on
Form 10-QSB/Form 10-Q and the services provided in connection with the
statutory and regulatory filings or engagements for those fiscal years and
registration statements filed with the SEC were $7,287 and $8,773,
respectively.  Audit-Related
Fees  For the fiscal years ended April 30, 2009 and 2008, there were no
fees billed for the audit or review of the financial statements that are not
reported above under Audit Fees.  Tax
Fees  For the fiscal years ended April 30, 2009 and 2008, there were no
fees billed for tax services.  All
Other Fees For the fiscal years ended April 30, 2009 and 2008,there were no
fees billed for services other than services described above.  14  ____________________________________________________________________________   PART
IV  Item 15.
  Exhibits, Financial Statement Schedules.  Exhibit
No.
Description
of Exhibits3.1*
Articles of
Incorporation3.2*
Bylaws5.1*
Legal opinion
of Fox Law Offices, PA with consent to use10.1*
Mineral
property purchase agreement dated February 7, 200714.1**
Code of
Business Conduct and Ethics14.2**
Policy
Statement of Asia Atlantic Resources  Protection of Material, Nonpublic
and Other Confidential Information and Prevention of Insider Trading and
Tipping31.1**
Officers
Certifications under Section 302 of the Sarbanes-Oxley Act of
2002*32.1**
Certification
of Chief Executive Officer under Section 906 of the Sarbanes-Oxley Act of
2002.* _____________________ * Originally
filed as an exhibit to our Registration Statement on Form SB-2, dated December
9, 2007.  ** Filed
herewith.   ____________________________________________________________________________   SIGNATURES In
accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.  ASIA
ATLANTIC RESOURCES<R>Date:
August 6,
2009

By:
/s/ Patricia
CookePatricia
CookePresident,
Chief Executive Officer and Director  In
accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.   Date:
August 6,
2009

By:
/s/ Patricia
CookePatricia
CookePresident,
Chief Executive Officer and Director </R> 15 ___________________________________________________________________________     **K. R.
M****ARGETSON
LTD.                                                        CHARTERED ACCOUNTANT** **** REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM    To the
Stockholders, Asia Atlantic
Resources:  We
have audited the accompanying balance sheets of Asia Atlantic Resources (An
Exploration Stage Company) as of April 30, 2009 and 2008 and the related
statements of operations, stockholders' equity and cash flows for the years
ended April 30, 2009 and 2008 and for the period from January 22, 2007 (Date of
Inception) to April 30, 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 provides a reasonable basis for our opinion.  In our opinion, these
financial statements present fairly, in all material respects, the financial
position of the Company as of April 30, 2009 and 2008 and the results of its
operations and its cash flows for the years ended April 30, 2009 and 2008 and
for the period from January 22, 2007 (Date of Inception) to April 30, 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 1.  The financial statements do
not include any adjustments that might result from the outcome of this
uncertainty.    Sechelt,
Canada
/S/K. R. MARGETSON LTD.July 27,
2009
Chartered
Accountant  PO
BOX 45, 5588 INLET AVENUE
TELEPHONE: 604-885-2810
  NE:  604-885-2810SECHELT,
BC V0N 3A0
FACSIMILE:  1-877-874-9583CANADA
E-MAIL:  info@krmargetson.com  F-1 ___________________________________________________________________________  ASIA
ATLANTIC RESOURCES (An
Exploration Stage Company) BALANCE
SHEETS April
30, 2009 and 2008 (Unaudited)  April 30,

April 30,ASSETS
2009

2008CurrentCash
and cash equivalents
$
               764

$
                 -Advances
to related party  Note 4
48,852

-Notes
receivable from related party  Note 5
-

9,532Total
Assets
$           49,616

$
           9,532LIABILITIESCurrentBank
indebtedness
$                     -

$
                 79Accounts
payable and accrued liabilities
55

5,113Convertible
note payable  Note 6
6,500

-Total
Liabilities
6,555

5,192Going Concern 
Note 1STOCKHOLDERS
EQUITYCapital Stock 
Note 7Authorized:75,000,000
common shares with a par value of $.001Issued
and outstanding:11,600,000
shares (2008 - 7,600,000 shares)
11,600

7,600Additional paid
in capital
118,400

22,400Deficit
accumulated during the exploration stage
(86,939)

(25,660)Total
Stockholders Equity
43,061

4,340Total
Liabilities and Stockholders Equity
$
         49,616

$
           9,532  SEE ACCOMPANYING NOTES  F-2 ____________________________________________________________________________  ASIA
ATLANTIC RESOURCES (An
Exploration Stage Company) STATEMENTS OF OPERATIONS For the
years ended April 30, 2009 and 2008 and from the
period January 22, 2007 (Date of Inception) to April 30, 2008  Accumulated forfrom January 22, 2007April 30,
(Date of Inception)2009
2008
to April 30, 2009ExpensesGeological,
mineral and prospect costs
$
                  -
$               -
$
                 8,000General
and administrative
43,072
2,431
45,634Incorporation
costs
-
-
441Professional
fees
18,207
11,271
32,978Operating loss
for the period
(61,279)
(13,702)
(87,053)Interest
revenue
-
114
114Net Loss for
the Year
$
      ( 61,279)
$      (13,588)
$
              (86,939)Basic and fully
diluted net loss per
common
share
(0.00)
(0.00)
(0.00)Weighted
average common
shares
outstanding
9,517,808
7,600,000   SEE
ACCOMPANYING NOTES  F-3 ____________________________________________________________________________   ASIA
ATLANTIC RESOURCES (An
Exploration Stage Company) STATEMENTS OF CASH FLOWS For the
years ended April 30, 2009 and 2008 from the period January 22, 2007 (Date of Inception) to April
30, 2009  From January 22, 2007April 30,
(Date of Inception)2009
2008
To April 30, 2009Operating
ActivitiesNet
loss for the Year
$
    (61,279)
$   (13,588)
$
             (86,939)Cash provided
by (used in) changes
in operating assets and
liabilitiesNotes
receivable from related party
9,532
(9,532)
-Accounts
payable and accrued liabilities
(5,058)
1,613
55Net cash
provided by (used in)
Operating Activities
(56,805)
(21,507)
(86,884)Financing
ActivitiesAdvances
to related party
(48,852)

(48,852)Convertible
note payable
6,500
(441)
6,500Common
stock issued for cash
100,000
-
130,000Net cash
provided by (used in) Financing Activities
57,648
(441)
84,648Increase in
cash and cash equivalents
during
the period
843
(21,948)
764Cash and cash
equivalents, beginning
of
the period
(79)
(21,869)
-Cash and cash
equivalents, end of
the
period
$
         764
$        (79)
$                  
  764Supplemented
disclosure of cash flow
information:Cash paid
for:Interest
$                -
$
            -
$                         -Income taxes
$                -
$
            -
$                   
     -    SEE
ACCOMPANYING NOTES  F-4 ____________________________________________________________________________   ASIA
ATLANTIC RESOURCES (An
Exploration Stage Company) STATEMENT OF STOCKHOLDERS EQUITY for the
period from January 22, 2007 (Date of Inception) to April 30, 2009   AdditionalCommon Stock
Paid-in
AccumulatedShares
Amount
Capital
Deficit
TotalBalance,
January 22, 2007
-
$
              -
$              -
$                 -
$
              -Shares issued
for cash
at
$.001
2,000,000
2,000
-
-
2,000Shares issued
for cash
at
$.005
5,600,000
5,600
22,400
-
28,000Net loss for
the period
-
-
-
(12,072)
(12,072)Balance, April
30, 2007
7,600,000
7,600
22,400
(12,072)
17,928Net loss for
the period
-
-
-
(13,588)
(13,588)Balance, April
30, 2008
7,600,000
7,600
22,400
(25,660)
4,340Shares issued
for cash
at
$.025
4,000,000
4,000
96,000
-
100,000Net loss for
the period
-
-
-
(61,279)
(61,279)Balance, April
30, 2009
11,600,000
$
      11,600
$   
118,400
$
      (86,939)
$
   43,061  SEE ACCOMPANYING
NOTES  F-5  ____________________________________________________________________________   ASIA
ATLANTIC RESOURCES (An
Exploration Stage Company) NOTES TO
THE FINANCIAL STATEMENTS April
30, 2009   Note
1 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 acquired a mineral property located in
the Province of British Columbia, Canada, which expired on September 17, 2008.
 It is currently looking for new investment opportunities in mining
exploration.  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 April 30, 2009, the Company
had not yet achieved profitable operations and has accumulated losses of $86,939
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.  Note
2 Summary
of Significant Accounting Policies  Basis
of Presentation  The
Companys financial statements included herein are prepared under the accrual
basis of accounting in accordance with accounting principles generally accepted
in the United States of America.  Development
Stage Company  The Company is a 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 and Cash Equivalents  The Company considers all highly liquid instruments with maturity
of three months or less at the time of issuance to be cash equivalents.  As
at April 30, 2009 (and 2008), the Company did not have any cash equivalents.  F-6 ____________________________________________________________________________   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 reported amounts of assets and
liabilities and disclosures of contingent assets and liabilities at the date of
financial statements and the reported amounts of revenues and expenses during
the reporting period. Actual results could differ from those estimates. The
financial statements above reflect all of the costs of doing business.  Financial
Instruments  The carrying values of cash and cash equivalents, advances to
related party, note receivable from related party accounts payable and accrued
charges and convertible note payable approximate fair value because of the
short-term nature of these instruments. Management is of the opinion that the
Company is not exposed to significant interest, currency or credit risks arising
from these financial instruments.  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 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  F-7 ____________________________________________________________________________   Note
2 Summary
of Significant Accounting Policies  Contd  Fair Value Measurements  Contd  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.  Revenue
Recognition  The
Company recognizes revenue when minerals are delivered to the purchaser.  Mineral
Property Costs  Mineral
property acquisition, exploration and development costs are expensed as incurred
until such time as economic reserves are quantified.  From that time
forward, the Company will capitalize all costs to the extent that future cosh
flows from mineral reserves equal or exceed the costs deferred.  The
deferred costs will be amortized over the recoverable reserves when a property
reaches commercial production.  Costs related to site restoration programs
will be accrued over the life of the project.  To date, the Company has not
established any proven reserves on its mineral property.  Environmental
Costs  Environmental
expenditures that relate to current operations are expensed or capitalized as
appropriate.  Expenditures that relate to an existing condition caused by
past operations, and which do not contribute to current or future revenue
generation, are expensed.  Liabilities are recorded when environmental
assessments and/or remedial efforts are probable, and the cost can be reasonably
estimated.  Generally, the timing of these accruals coincides with the
earlier of:  i) completion of a feasibility study; or  ii) the Companys commitment to a plan of action based on the then
known facts.  Basic and Diluted Net Income (Loss) Per Share  The Company computes net loss per share in accordance with FASB
Accounting Standard Codification 260, "Earnings Per Share," which requires
presentation of both basic and diluted earnings per share (EPS) on the face of
the income statement.  Basic loss per share is computed by dividing net
loss available to common shareholders by the weighted average number of common
shares outstanding during the year.  Diluted EPS gives effect to all
dilutive potential common shares outstanding during the year including stock
options, using the treasury stock method, and convertible preferred stock, using
the if-converted method.  In computing diluted EPS, the average stock price
for the year is used in determining the number of shares assumed to be purchased
from the exercise of stock options or warrants.  Diluted EPS excludes all
dilutive potential common shares if their effect is anti dilutive.  Cash and Currency Risks  The
Company incurs expenditures in Canadian and U.S. dollars. Consequently, some
assets and liabilities are exposed to Canadian dollar foreign currency
fluctuations.  As at April 30, 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 April 30, 2009 all cash and equivalents represented
cash at Canadian financial institutions.  F-8 ____________________________________________________________________________   Note
2 Summary
of Significant Accounting Policies  Contd  Derivative
Instruments  The
Company accounts for derivative instruments according toFASB
Accounting Standard Codification815.These standards establish accounting and
reporting standards for derivative instruments, including certain derivative
instruments embedded in other contracts, and for hedging activities. If
certain conditions are met, a derivative may be specifically designated as a
hedge, the objective of which is to match the timing of gain or loss recognition
on the hedging derivative with the recognition of (i) the changes in the fair
value of the hedged asset or liability that are attributable to the hedged risk
or (ii) the earnings effect of the hedged forecasted transaction. For a
derivative not designated as a hedging instrument, the gain or loss is
recognized in income in the period of change.The Company has not entered into
derivatives contracts to hedge existing risks or for speculative
purposes. During the year ended April 30, 2009,
the Company issued a convertible debt note, which the Company accounts for under
FASB Accounting Standard Codification 815 as an embedded derivative.Under this standard, the Company has
determined that itsconversion
right provision contained in the terms governing the note is not clearly and
closely related to the characteristics of the note.Accordingly, this conversion feature
qualifies to be accounted for separately from the debt instrument. As the conversion is at the discretion of
the holder, and may only be converted into equity, the conversion feature is to
be recognized as equity, valued at its fair value at
inception.  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  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 the asset and liability method,
deferred tax assets and liabilities are recognized for future tax consequences
attributable to temporary differences between the financial statements carrying
amounts of existing assets and liabilities and loss carry forwards and their
respective tax bases.  Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply to taxable income in the year in which
those temporary differences are expected to be recovered or settled   F-9  ____________________________________________________________________________  Note
2 Summary
of Significant Accounting Policies  Contd  Recent
Accounting Pronouncements  In May 2009, the Financial Accounting Standards Board (FASB)
issued Statement of Financial Accounting Standards (SFAS) No. 165, Subsequent
Events (SFAS 165), which establishes general standards of accounting for and
disclosure of events that occur after the balance sheet date but before
financial statements are issued or are available to be issued. The provisions of
SFAS 165 are effective for interim and annual reporting periods for the Company
beginning in the first quarter of fiscal 2010. Since SFAS 165 only requires
additional disclosures, the Company does not expect the adoption to have an
impact on their consolidated financial position, results of operations or cash
flows.  In April 2009, the FASB issued three related FASB Staff Positions
(FSP): (i) FSP FAS No. 115-2 and FAS No. 124-2, Recognition of Presentation
of Other-Than-Temporary Impairments (FSP FAS 115-2 and FAS 124-2), (ii) FSP
FAS No. 107-1 and Accounting Principles Board Opinion (APB) No. 28-1, Interim
Disclosures about Fair Value of Financial Instruments (FSP FAS 107-1 and APB
28-1), and (iii) FSP FAS No. 157-4, Determining the Fair Value When the Volume
and Level of Activity for the Asset or Liability Have Significantly Decreased
and Identifying Transactions That Are Not Orderly (FSP FAS 157-4), which are
effective for interim and annual reporting periods ending after June 15, 2009
and will be effective for the Company beginning in the first quarter of fiscal
2010. FSP FAS 115-2 and FAS 124-2 amend the other-than-temporary impairment
guidance in U.S. GAAP for debt securities to modify the requirement for
recognizing other-than-temporary impairments, change the existing impairment
model, and modify the presentation and frequency of related disclosures. FSP FAS
107-1 and APB 28-1 require disclosures about fair value of financial instruments
for interim reporting periods as well as in annual financial statements. FSP FAS
157-4 provides additional guidance for estimating fair value in accordance with
SFAS No. 157, Fair Value Measurements (SFAS 157). We are currently
evaluating the impact of adopting these Staff Positions, but the Company does
not expect the adoption to have a material impact on their consolidated
financial position, results of operations or cash flows.  In May 2008, the FASB issued SFAS No. 163, Accounting for
Financial Guarantee Insurance Contracts  an interpretation of FASB Statement
No. 60 (SFAS 163).  SFAS 163 interprets Statement 60 and amends existing
accounting pronouncements to clarify their application to the financial
guarantee insurance contracts included within the scope of that statement.
 SFAS 163 is effective for financial statements issued for fiscal years
beginning after December 15, 2008, and all interim periods within those fiscal
years.  The Company is currently evaluating the impact of SFAS 163 on its
financial statements by does not expect it to have a material effect.  In March 2008, the FASB issued SFAS No. 161 Disclosure
About Derivative Instruments and Hedging Activities-an amendment to FASB
Statement 133 (SFAS 161). SFAS 161 requires enhanced disclosures about
derivatives and hedging activities and the reasons for using them. SFAS 161 is
effective for fiscal years beginning after November 15, 2008, the year
beginning May 1, 2009 for the Company. The Company is currently reviewing the
provisionsof SFAS 161 to determine any impact for the Company.  F-10 ____________________________________________________________________________   Note
2 Summary
of Significant Accounting Policies  Contd  Recent
Accounting Pronouncements  Contd  In December 2007, the FASB issued SFAS 141(revised 2007),
Business Combinations (SFAS 141R). SFAS 141R will significantly
change the accounting for business combinations in a number of areas including
the treatment of contingent consideration, contingencies, acquisition costs,
IPR&D and restructuring costs. In addition, under SFAS 141R, changes in
deferred tax asset valuation allowances and acquired income tax uncertainties in
a business combination after the measurement period will impact income tax
expense. SFAS 141R is effective for fiscal years beginning after
December 15, 2008, the year beginning May 1, 2009 for the Company.
 SFAS 14 (R) will not have any effect on the Companys financial statements      In
December 2007, the FASB issued SFAS 160, Noncontrolling Interests in
Consolidated Financial Statements, an amendment of ARB No. 51
(SFAS 160). SFAS 160 will change the accounting and reporting for
minority interests, which will be recharacterized as noncontrolling interests
(NCI) and classified as a component of equity.  This new consolidation method will significantly change the
account with minority interest holders. SFAS 160 is effective for fiscal
years beginning after December 15, 2008, the year beginning May 1, 2009 for
the Company. SFAS 60 will not have any effect on its financial statements.  Note
3 Mineral
Property  On
February 9, 2007, the Company purchased a mineral claim in the Province of
British Columbia for $8,000.  The claim expired on September 17, 2008 as
the Company did not carry out assessment procedures as required by
government.  Note
4 Advances
to Related Party  Advances
to the related party represent advances to the Companys director.  There
are no repayment terms or interest attached to the advances.  During the year ended April
30, 2009, the Company paid the director management fees in the amount of
$36,750.($nil in 2008).The transaction was consummated at the
price agreed upon by the parties.  Note
5 Note
receivable from related party  The
note receivable is due from a former director of the Company.  It is
unsecured and bears interest at 12% per annum.   The note was repaid
in full in fiscal 2009.  Note
6 Convertible
note payable  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 balance outstanding of the note may be converted into one common stock
of the Company at the discretion of the note holder.  The
Company accounts for this financial instrument in accordance with FASB
Accounting Standards Codification for embedded derivatives and contracts in
entity's own equity.  F-11 ____________________________________________________________________________   Note
6 Convertible
note payable  contd  In
accordance with FASB Accounting Standards Codification 815-15-25-1 regarding
embedded derivatives, the holders conversion right provision contained in the
terms governing the note is not clearly and closely related to the
characteristics of the note.Accordingly, this conversion feature qualifies to be accounted for
separately from the debt instrument.  In
accordance with FASB Accounting Standards Codification 815-40-25-4(b) the
conversion feature was recognized an equity instrument at its fair value at
inception. The Company determined the fair value to be $nil using level
1inputs.   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.  On
November 6, 2008, the Company issued 4,000,000 commons shares for $100,000 in
cash.  There
are no shares subject to options, warrants or other agreements as at April 30,
2009.  Note
8 Income
Taxes  The
potential benefit of net operating losses have not been recognized in these
financial statements because the Company cannot be assured it is more
likely-than-not it will utilize the net operating losses carried forward in
future years.  Income
tax recovery differs from that which would be expected by applying the effective
rates to net income (loss) as follows:  F-12 ____________________________________________________________________________   Note
8 Income
Taxes  contd  April 30

April 302009

2008Net loss for
the period
$    (61,279)

$    (13,588)Less permanent
difference

-

-Taxable
income


(61,279)

(13,588)Statutory and
effective tax rates

33.3%

33.2%Income taxes
recovery at the effective rate
($20,406)

(4,511)Tax losses
carry forward deferred
20,406

4,511Corporate
income tax expense an
corporate
income taxes payable
$
               -

$
               -  The
Company has accumulated net operating losses of $86,506 for income tax purposes
which expire starting in 2027.    The components of the net
deferred tax asset at April 30, 2009 and the statutory tax rate, effective tax
rate and the elected amount of the valuation allowance are scheduled below:   2009
2008Net
Operating Loss Carry forward
$
86,506
$
25,227Statutory
and effective tax rate
33.3%
33.2%Deferred
tax asset
$
28,806
$
8,375Valuation
allowance
(28,806)
(8,375)Net
deferred tax asset
$
           -
$
-  The
increase in the valuation allowance during the year ended April 30, 2009 was $
20,431 and $4,406 in 2008.    F-13