AUTO TOOL TECHNOLOGIES INC. (Form: S-1, Received: 05/09/2012 06:05:34)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

AUTO TOOL TECHNOLOGIES INC.
(Exact name of Registrant as specified in its charter)

Nevada	3420	N/A
(State or other jurisdiction of	(Primary Standard Industrial	(I.R.S. Employer Identification
incorporation or organization)	Classification Code Number)	Number)

101 ½ Mary Street West
Whitby, ON, Canada, L1N 2R4
Tel: (905) 430-6433
(Address, including zip code, and telephone number, including area code,
of Registrant’s principal executive offices)

National Registered Agents, Inc., of Nevada
100 East William Street, Suite 204,
Carson City, NV, 89701
Tel: 609.716.0300
(Name, address, including zip code, and telephone number,
including area code, of agent for service)

Copies of all correspondence to:
Dennis Brovarone
Attorney at Law
18 Mountain Laurel Drive
Littleton, CO 80127

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, please check the following box:
[ ]

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
[ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
[ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
[ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a 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]

Title of Each Class of Securities to be Registered	Amount to be Registered (2)	Proposed Maximum Offering Price per Security (1) ($)	Proposed Maximum Aggregate Offering Price (1) ($)	Amount of Registration Fee ($)
Shares of Common Stock, par value $0.0001	15,000,000	0.02	300,000	34.38

(1) Estimated solely for purposed of calculating the registration fee under Rule 457(a) and (o) of the Securities Act.

(2) An indeterminate number of additional shares of common stock shall be issuable pursuant to Rule 416 to prevent dilution resulting from stock splits, stock dividends or similar transactions and in such an event the number of shares registered shall automatically be increased to cover the additional shares in accordance with Rule 416 under the Securities Act.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said section 8(a), may determine.

Subject to completion, dated _______________________, 2012

The information in this prospectus is not complete and may be amended. The Registrant may not sell these securities until the Registration Statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION DATED _______________________, 2012

PRELIMINARY PROSPECTUS

AUTOTOOL TECHNOLOGIESINC.

15,000,000 SHARES OF COMMON STOCK

OFFERING PRICE $0.02 PER SHARE

This prospectus relates to the offering (the Offering”) by Auto Tool Technologies Inc. (the “Company”, “us”, “we”, our”) of a maximum of 15,000,000 shares (the “Offering”) of our common stock at an offering price of $0.02 per share. There is no minimum for this Offering. The Offering will commence promptly on the date upon which this prospectus is declared effective by the SEC and will continue for 180 days. At the discretion of our management, we may discontinue the Offering before expiration of the 180 day period or extend the Offering for up to 90 days following the expiration of the 180-day Offering period. We will pay all expenses incurred in this Offering. If all of the shares offered by us are purchased, the gross proceeds to us will be $300,000.

The offering of the 15,000,000 shares is a "best efforts" offering, which means that our director and officer will use her best efforts to sell the common stock and there is no commitment by any person to purchase any shares. The shares will be offered at a fixed price of $0.02 per share for the duration of the offering. There is no minimum number of shares required to be sold to close the offering. Proceeds from the sale of the shares will be used to fund our business development. The offering date is the date by which this registration statement becomes effective. This is a direct participation offering since we, and not an underwriter, are offering the stock.

This is a direct participation offering since we are offering the stock directly to the public without the participation of an underwriter. Our officers and directors will be solely responsible for selling shares under this Offering and no commission will be paid on any sales.

AN INVESTMENT IN OUR SECURITIES IS SPECULATIVE. INVESTORS SHOULD BE ABLE TO AFFORD THE LOSS OF THEIR ENTIRE INVESTMENT. YOU SHOULD CAREFULLY CONSIDER THE FACTORS DESCRIBED UNDER THE HEADING “RISK FACTORS” BEGINNING ON PAGE 4 BEFORE INVESTING IN OUR COMMON STOCK.

Prior to this Offering, there has been no public market for our common stock and we have not applied for the listing or quotation of our common stock on any public market. We have arbitrarily determined the offering price of $0.02 per share in relation to this Offering. The offering price bears no relationship to our assets, book value, earnings or any other customary investment criteria. After the effective date of the registration statement, we intend to seek a market maker to file an application with the Financial Industry Regulatory Authority (“FINRA”) to have our common stock quoted on the OTC Bulletin Board. We currently have no market maker who is willing to list quotations for our stock. There is no assurance that an active trading market for our shares will develop or will be sustained if developed.

You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with information different from that contained in this Prospectus. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our common shares.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

TABLE OF CONTENTS

The following table of contents has been designed to help you find information contained in this prospectus. We encourage you to read the entire prospectus.

SUMMARY INFORMATION

RISK FACTORS

SPECIAL INFORMATION REGARDING FORWARD LOOKING STATEMENTS

USE OF PROCEEDS

DETERMINATION OF OFFERING PRICE

DILUTION

SELLING SECURITY HOLDERS

PLAN OF DISTRIBUTION

LEGAL PROCEEDINGS

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

DESCRIPTION OF SECURITIES

INTEREST OF NAMED EXPERTS AND COUNSEL

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES LIABILITIES

DESCRIPTION OF BUSINESS

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULT OF OPERATIONS

DESCRIPTION OF PROPERTY

TRANSACTIONS WITH RELATED PERSONS, PROMOTERS AND CERTAIN CONTROL PERSONS

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

EXECUTIVE COMPENSATION

FINANCIAL STATEMENTS

PROSPECTUS SUMMARY

This Prospectus, and any supplement to this Prospectus include “forward-looking statements”. To the extent that the information presented in this Prospectus discusses financial projections, information or expectations about our business plans, results of operations, products or markets, or otherwise makes statements about future events, such statements are forward-looking. Such forward-looking statements can be identified by the use of words such as “intends”, “anticipates”, “believes”, “estimates”, “projects”, “forecasts”, “expects”, “plans” and “proposes”. Although we believe that the expectations reflected in these forward-looking statements are based on reasonable assumptions, there are a number of risks and uncertainties that could cause actual results to differ materially from such forward-looking statements. These include, among others, the cautionary statements in the “Risk Factors” section beginning on page 8 of this Prospectus and the “Management's Discussion and Analysis of Financial Position and Results of Operations” section elsewhere in this Prospectus.

Corporate Background and Business Overview

We were incorporated under the laws of the state of Nevada on May 10, 2011 and are engaged in the distribution of hand tools throughout Canada. Our fiscal year end is December 31. We have one subsidiary, DSL Products Limited, which we acquired via a share exchange on December 30, 2011 in exchange for 30,000,000 shares of our common stock, and which operates our hand tool distribution business. Our business offices are currently located at 101 ½ Mary Street West, Whitby, Ontario, Canada, L1N 2R4. The address of agent for service in Nevada and registered corporate office is c/o National Registered Agents, Inc. of Nevada, 100 East William Street, Suite 204, Carson City, NV, 89701. Our telephone number is (905) 430-6533.

We import and market hand tools, automotive accessories, lawn and garden products, home products, accessories and attachments for power tools, plumbing products, consumer mechanics tools, cargo control systems and accessories and fasteners. These products are sold to professional end users, distributors, and consumers, and are primarily distributed through retailers (including auto parts stores, home centers, mass merchants, hardware stores, and retail lumber yards).

Hand tools include measuring and levelling tools, hex key sets, hammers, demolition tools, knives and blades, screwdrivers, saws, chisels, clamps and clamping systems and consumer tackers. Automotive accessories include fuses and fuse sets, o-rings sets, specialty tools, tune-up kits, tire repair kits, electrical test kits, jumper cable sets, and mechanic gloves. Electric power tools equipment includes drill bits, grinders, various saws, polisher pads, routers bits, laser products. Lawn and garden products include work gloves, pruners, shears, and related accessories. Home products are comprised of cable ties, scissors, calculators, magnifying glasses, flexible flashlights, paint tools and cleaning brushes. Accessories and attachments for power tools include drill bits, hammer bits, router bits, hacksaws and blades, circular saw blades, jig and reciprocating saw blades, diamond blades, screwdriver bits and quick-change systems, and worksite tool belts and bags. Consumer mechanics tools include wrenches and sockets sets. Cargo control systems include ratchet tie-down straps, cambuckle sets, tow ropes, bungee cord sets and cargo nets.

Our products are sold throughout Canada. We have engaged the services of a national manufacturer’s agency who call on current and prospective customers. Our website is located at www.distributionsolutionsltd.com. The sales agency is fully trained in product knowledge and our sales policies. We also sell our products via our website which has on-line ordering capability and is secure and individualized to the respective customer.

Summary of the Offering

Shares of common stock being offered by the Registrant:	Up to 15,000,000 shares of our common stock.

Offering price:	$0.02 per share of common stock.

Number of shares outstanding before the Offering:	As of May 1, 2012 we had 35,000,001 shares of our common stock issued and outstanding, and no issued and outstanding convertible securities.

Number of shares outstanding after the Offering	50,000,001 if all of the shares being offered are sold

Market for the common stock:	There is no public market for our common stock. After the effective date of the registration statement of which this prospectus is a part, we intend to seek a market maker to file an application on our behalf to have our common stock quoted on the Over-the-Counter Bulletin Board. We currently have no market maker who is willing to list quotations for our stock. There is no assurance that a trading market for our stock will develop or be sustained if developed

Use of Proceeds:	If we are also successful in selling all 15,000,000 shares contained in the Maximum Offering, our gross proceeds will total $300,000. We intend to use all the proceeds received from this Offering to execute our business plan.

	If we sell 25% or less of our shares under the Offering, we will have to seek out additional capital from alternate sources to execute our business plan. If such funds are not available, our business would likely fail and any investment would be lost. No assurance can be given that the net proceeds from the total number of shares offered hereby or any lesser net amount will be sufficient to accomplish our goals.

Risk Factors:	See the “Risk Factors” beginning on page 4 and the other information in this prospectus for a discussion of the factors you should consider before deciding to invest in shares of our common stock.

Dividend Policy:	We have not declared or paid any dividends on our common stock since our inception, and we do not anticipate paying any such dividends for the foreseeable future.

Duration of Offering	The shares are offered by our sole officer and director for a period not to exceed 180 days, unless extended by our Board of Directors for an additional 90 days.

Financial Summary Information

All references to currency in this Prospectus are to U.S. Dollars, unless otherwise noted.

The following table sets forth selected financial information, which should be read in conjunction with the information set forth in the "Management’s Discussion and Analysis of Financial Position and Results of Operations" section and the accompanying financial statements and related notes included elsewhere in this Prospectus.

Consolidated Statement of Operations

	Year Ended December 31, 2011 ($)	Year Ended December 31, 2010 ($)
Revenues	973,813	1,008,455
Expenses	405,798	352,875
Net Profit (Loss)	(39,763)	18,779
Net Profit (Loss) per share	(0.00)	0.00

Consolidated Balance Sheet Data

	December 31, 2011 ($)	December 31, 2010 ($)
Working Capital (Deficiency)	(213,559)	(116,659)
Total Assets	631,642	678,220
Total Liabilities	430,148	441,220

RISK FACTORS

An investment in our common stock involves a high degree of risk. You should carefully consider the following risk factors and other information in this prospectus before deciding to invest in our Company. If any of the following risks actually occur, our business, financial condition, results of operations and prospects for growth could be seriously harmed. As a result, the trading price of our common stock could decline and you could lose all or part of your investment.

Risks Relating to Our Business

If the pace of recovery in the retail, residential and commercial markets in Canada is sluggish, or general economic conditions do not improve, it could have a material adverse effect on our business.

We conduct business in Canada. As a result of this limited exposure, our business could be adversely affected by a decline in the Canadian and international economies, particularly with respect to residential and commercial markets, including, but not limited to recession, inflation or deflation. It is possible any such softness may result in an unfavourable impact on sales, earnings and cash flows. Also, any deterioration of retail, automotive, residential or commercial construction markets, changes in consumer purchasing power or in general economic conditions, could reduce demand for our products and therefore have a material adverse effect on sales, earnings and cash flows. In addition, due to such economic conditions, it is possible certain customers' credit-worthiness may erode resulting in write-offs of customer receivables.

Our growth is heavily reliant on its DIY business. We may not be able to successfully develop new business segments suitable for future business growth.

We expend significant resources identifying opportunities to acquire new lines of business that could contribute to our success and expansion into existing and new markets. If we successfully integrate the acquired companies and effectively implement our repositioning strategy, there can be no assurance that these acquired businesses will enjoy continued market acceptance or profitability.

In addition, there can be no assurance that we will be able to successfully identify suitable future business segments, negotiate appropriate terms, obtain the necessary financing, complete the transactions or successfully integrate the new businesses as necessary to continue our growth and repositioning strategies. If we are unable to successfully integrate new businesses, it could have a material adverse affect on our business, financial condition and future growth.

We have incurred, and may incur in the future, significant indebtedness, which may impact the manner in which it conducts business or our access to external sources of liquidity.

The instruments and agreements governing certain of our current indebtedness contain requirements or restrictive covenants that include, among other things:

a limitation on providing collateral on certain of our property; and
customary events of default.

If an event of default occurs and is continuing, we might be required to repay all amounts outstanding under the respective instrument or agreement.

Future instruments and agreements governing indebtedness may impose other restrictive conditions or covenants. Such covenants could restrict us in the manner in which we conduct business and operations as well as in the pursuit of our growth and repositioning strategies.

Our results of operations could be negatively impacted by inflationary or deflationary economic conditions which could affect the ability to source finished goods in a timely and cost-effective manner.

We source certain finished goods directly from vendors. If we are unable to mitigate any inflationary increases through various customer pricing actions and cost reduction initiatives, its profitability may be adversely affected.

Conversely, in the event there is deflation, we may experience pressure from its customers to reduce prices; there can be no assurance that we would be able to reduce our cost base (through negotiations with suppliers or other measures) to offset any such price concessions which could adversely impact results of operations and cash flows.

Tight capital and credit markets could adversely affect us by limiting our or our customers' ability to borrow or otherwise access liquidity.

Our growth plans are dependent on, among other things, the availability of funding to support corporate initiatives and the ability to increase sales of existing product lines. While we have not encountered financing difficulties to date, the capital and credit markets experienced extreme volatility and disruption in late 2008 and in early 2009. Market conditions could make it more difficult for us to borrow or otherwise obtain the cash required for significant new corporate initiatives. In addition, there could be a number of follow-on effects from such a credit crisis on our businesses, including: insolvency of key suppliers resulting in product delays; inability of customers to obtain credit to finance purchases of our products and/or customer insolvencies.

We are exposed to market risk from changes in foreign currency exchange rates which could negatively impact profitability.

We sell our products in Canada. As a result, there is exposure to foreign currency risk as we enter into transactions denominated in foreign currencies. Our predominant exposures are in United States, Canadian and Asian currencies, including the Chinese Renminbi ("RMB"). With respect to the effects on earnings, if the Canadian currency weakens relative to other currencies, our earnings could be negatively impacted. The translation impact may be more material in the future. We have not utilized risk management tools such as hedging.

We acquire many products from our suppliers that are manufactured in China and other Asian low-cost countries. To the extent the RMB or other currencies appreciate with respect to the U.S. dollar, we may experience cost increases on such purchases. We may not be successful at implementing customer pricing or other actions in an effort to mitigate the related cost increases and thus its profitability may be adversely impacted.

Our business is subject to risks associated with sourcing and manufacturing overseas.

We import large quantities of finished goods and component parts. Substantially all of its import operations are subject to customs requirements and to tariffs and quotas set by governments through mutual agreements, bilateral actions or, in some cases unilateral action. In addition, the countries in which our products and materials are manufactured or imported may from time to time impose additional quotas, duties, tariffs or other restrictions on its imports (including restrictions on manufacturing operations) or adversely modify existing restrictions. Imports are also subject to unpredictable foreign currency variation which may increase our cost of goods sold. Adverse changes in these import costs and restrictions, or our suppliers' failure to comply with customs regulations or similar laws, could harm our business.

Our operations are also subject to the effects of international trade agreements and regulations such as the North American Free Trade Agreement, and the activities and regulations of the World Trade Organization. Although these trade agreements generally have positive effects on trade liberalization, sourcing flexibility and cost of goods by reducing or eliminating the duties and/or quotas assessed on products manufactured in a particular country, trade agreements can also impose requirements that adversely affect our business, such as setting quotas on products that may be imported from a particular country into key markets including the U.S. or the European Union, or making it easier for other companies to compete, by eliminating restrictions on products from countries where our competitors source products.

Our ability to import products in a timely and cost-effective manner may also be affected by conditions at ports or issues that otherwise affect transportation and warehousing providers, such as port and shipping capacity, labour disputes, severe weather or increased homeland security requirements in the U.S. and other countries. These issues could delay importation of products or require us to locate alternative ports or warehousing providers to avoid disruption to customers. These alternatives may not be available on short notice or could result in higher transit costs, which could have an adverse impact on our business and financial condition.

Changes in customer preferences, the inability to maintain mutually beneficial relationships with large customers, inventory reductions by customers, and the inability to penetrate new channels of distribution could adversely affect our business.

We have one significant customer: a chain of auto parts stores. In 2011, this customer comprised 20.7% of net sales. The loss or material reduction of business, the lack of success of sales initiatives, or changes in customer preferences or loyalties, for our products related to any such significant customer could have a material adverse impact on our results of operations and cash flows. In addition, our major customers are volume purchasers which are much larger than us and have strong bargaining power with suppliers. This limits the ability to recover cost increases through higher selling prices. Furthermore, unanticipated inventory adjustments by these customers can have a negative impact on sales.

During 2010 we experienced significant distributor inventory corrections reflecting de-stocking of the supply chain associated with difficult credit markets. Such distributor de-stocking exacerbated sales volume declines pertaining to weak end user demand and the broader economic recession. Our results may be adversely impacted in future periods by such customer inventory adjustments. Further, the inability to continue to penetrate new channels of distribution may have a negative impact on our future results.

Customer consolidation could have a material adverse effect on our business.

A significant portion of our products are sold through a wide variety of auto parts stores and home improvement stores in Canada. A consolidation of retailers in both Canada and the United States has occurred over time and the increasing size and importance of individual customers creates risk of exposure to potential volume loss. The loss of certain larger customers would have a material adverse effect on our business until either such customers were replaced or we made the necessary adjustments to compensate for the loss of business.

We sell and market branded products which are important assets of its businesses and violation of trademark rights by imitators, or the failure of its suppliers or vendors to comply with our product quality, packaging requirements, marketing standards, and other requirements could negatively impact revenues and brand reputation.

Unauthorized use of our products` trademark rights may not only erode sales of our products, but may also cause significant damage to our brand name and reputation, interfere with its ability to effectively represent us to our customers, contractors, suppliers, and increase litigation costs. Similarly, failure by vendors to adhere to our standards of quality and other contractual requirements could result in loss of revenue, increased litigation, and/or damage to our reputation and business.

Successful sales and marketing efforts depend on our ability to recruit and retain qualified sales personnel.

The success of our efforts to grow our business depends on the contributions and abilities of key its agency sales force and other personnel, including the ability to achieve adequate customer coverage. Our company must therefore continue to train and motivate sales agents and other personnel sufficiently to maintain its current business and support its projected growth. A shortage of these key personnel might jeopardize the Company's ability to implement its growth strategy.

We are exposed to credit risk on its accounts receivable.

Our outstanding trade receivables are not covered by collateral or credit insurance. While we have procedures to monitor and limit exposure to credit risk on its trade receivables, there can be no assurance such procedures will effectively limit our credit risk and avoid losses, which could have an adverse affect on our financial condition and operating results.

Low demand for new products and the inability to develop and introduce new products at favourable margins could adversely impact our performance and prospects for future growth.

Our competitive advantage is due in part to our ability to acquire and introduce new products in a timely manner at favourable margins. The uncertainties associated with introducing new products, such as market demand and costs, may impede the successful development and introduction of new products on a consistent basis. Our investments in new product supplies and commitments to fund advertising and product promotions in connection with these new products could erode profits if those expectations are not met.

Risks Relating to Our Common Stock

The proceeds of this offering, if any, may not be sufficient to fund planned operations and may not even cover the costs of the offering and you may lose your entire investment.

We are offering a maximum of 15,000,000 shares of our common stock at $0.02 per share, however there is no minimum to our offering. Funds we raise in this offering, if any, may not be sufficient to fund our planned operations and may not even cover the costs of this offering. If we are not able to raise any funds in this offering, our company will be in a worse financial position then prior to commencement of the offering as we will still incur the costs of this offering. If we do not raise sufficient funds in this offering to fund our operations or even cover the costs of this offering, you may lose your entire investment.

We are selling this Offering without an underwriter and may be unable to sell any shares.

This Offering is self-underwritten, that is, we are not going to engage the services of an underwriter to sell the shares; we intend to sell our shares through our director and officer, who will receive no commissions or other remuneration from any sales made hereunder. She will offer the shares to friends, family members, and business associates; however, there is no guarantee that she will be able to sell any of the shares. Unless she is successful in selling all of the shares and we receive the proceeds from this Offering, we may have to seek alternative financing to implement our plan of operations.

There is no active trading market for our common stock and if a market for our common stock does not develop, our investors will be unable to sell their shares.

There has been no public market for our securities and there can be no assurance that an active trading market for the securities offered herein will develop or be sustained after this Offering. . After the effective date of the registration statement of which this prospectus is a part, we intend to identify a market maker to file an application with the Financial Industry Regulatory Authority (“FINRA”) to have our common stock quoted on the Over-the-Counter Bulletin Board. We must satisfy certain criteria in order for our application to be accepted. We do not currently have a market maker willing to participate in this application process, and even if we identify a market maker, there can be no assurance as to whether we will meet the requisite criteria or that our application will be accepted. Our common stock may never be quoted on the Over-the-Counter Bulletin Board or a public market for our common stock may not materialize if it becomes quoted.

If our securities are not eligible for initial or continued quotation on the Over-the-Counter Bulletin Board or if a public trading market does not develop, purchasers of the common stock in this Offering may have difficulty selling or be unable to sell their securities should they desire to do so, rendering their shares effectively worthless and resulting in a complete loss of their investment.

If we do not file a Registration Statement on Form 8-A to become a mandatory reporting company under Section 12(g) of the Securities Exchange Act of 1934, we will continue as a reporting company and will not be subject to the proxy statement requirements, and our officers, directors and 10% stockholders will not be required to submit reports to the SEC on their stock ownership and stock trading activity, all of which could reduce the value of your investment and the amount of publicly available information about us.

As a result of this offering as required under Section 15(d) of the Securities Exchange Act of 1934, we will file periodic reports with the Securities and Exchange Commission through December 31, 2010, including a Form 10-K for the year ended December 31, 2011, assuming this registration statement is declared effective before that date. At or prior to December 31, 2011, we intend voluntarily to file a registration statement on Form 8-A which will subject us to all of the reporting requirements of the 1934 Act. This will require us to file quarterly and annual reports with the SEC and will also subject us to the proxy rules of the SEC. In addition, our officers, directors and 10% stockholders will be required to submit reports to the SEC on their stock ownership and stock trading activity. We are not required under Section 12(g) or otherwise to become a mandatory 1934 Act filer unless we have more than 500 shareholders and total assets of more than $10 million on December 31, 2010. If we do not file a registration statement on Form 8-A at or prior to December 31, 2011, we will continue as a reporting company and will not be subject to the proxy statement requirements of the 1934 Act, and our officers, directors and 10% stockholders will not be required to submit reports to the SEC on their stock ownership and stock trading activity.

Financial Industry Regulatory Authority (FINRA) sales practice requirements may also limit your ability to buy and sell our stock, which could depress our share price.

FINRA rules require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares, depressing our share price.

State securities laws may limit secondary trading, which may restrict the states in which you can sell the shares offered by this prospectus.

If you purchase shares of our common stock sold pursuant to this Offering, you may not be able to resell the shares in a certain state unless and until the shares of our common stock are qualified for secondary trading under the applicable securities laws of such state or there is confirmation that an exemption, such as listing in certain recognized securities manuals, is available for secondary trading in such state. There can be no assurance that we will be successful in registering or qualifying our common stock for secondary trading, or identifying an available exemption for secondary trading in our common stock in every state. If we fail to register or qualify, or to obtain or verify an exemption for the secondary trading of, our common stock in any particular state, the shares of common stock could not be offered or sold to, or purchased by, a resident of that state. In the event that a significant number of states refuse to permit secondary trading in our common stock, the market for the common stock will be limited which could drive down the market price of our common stock and reduce the liquidity of the shares of our common stock and a stockholder’s ability to resell shares of our common stock at all or at current market prices, which could increase a stockholder’s risk of losing some or all of his investment.

If quoted, the price of our common stock may be volatile, which may substantially increase the risk that you may not be able to sell your shares at or above the price that you may pay for the shares.

Even if our shares are quoted for trading on the Over-the-Counter Bulletin Board following this Offering and a public market develops for our common stock, the market price of our common stock may be volatile. It may fluctuate significantly in response to the following factors:

variations in quarterly operating results;
our announcements of significant contracts and achievement of milestones;
our relationships with other companies or capital commitments;
additions or departures of key personnel;
sales of common stock or termination of stock transfer restrictions;
changes in financial estimates by securities analysts, if any; and
fluctuations in stock market price and volume.

Your inability to sell your shares during a decline in the price of our stock may increase losses that you may suffer as a result of your investment.

We arbitrarily determined the price of the shares of our common stock to be sold pursuant to this prospectus, and such price does not reflect the actual market price for the securities. Consequently, there is an increased risk that you may not be able to re-sell our common stock at the price you bought it for.

The initial offering price of $0.02 per share of the common stock offered pursuant to this prospectus was determined by us arbitrarily. The price is not based on our financial condition or prospects, on the market prices of securities of comparable publicly traded companies, on financial and operating information of companies engaged in similar activities to ours, or on general conditions of the securities market. The price may not be indicative of the market price, if any, for our common stock in the trading market after this Offering. If the market price for our stock drops below the price which you paid, you may not be able to re-sell out common stock at the price you bought it for.

Because we do not intend to pay any dividends on our common stock; holders of our common stock must rely on stock appreciation for any return on their investment.

We have not declared or paid any dividends on our common stock since our inception, and we do not anticipate paying any such dividends for the foreseeable future. Accordingly, holders of our common stock will have to rely on capital appreciation, if any, to earn a return on their investment in our common stock.

The sale of our common stock pursuant to this prospectus or any future additional issuances of our common stock may result in immediate dilution to existing shareholders.

We are authorized to issue up to 250,000,000 shares of common stock, of which 35,000,001 shares are issued and outstanding as of the date of this prospectus. We are issuing up to 15,000,000 shares of our common stock pursuant to this prospectus. Our Board of Directors has the authority, without the consent of any of our stockholders, to cause us to issue additional shares of common stock, and to determine the rights, preferences and privileges attached to such shares. The sale of our common stock pursuant to this prospectus, and any future additional issuances of our common stock will result in immediate dilution to our existing shareholders’ interests, which may have a dilutive impact on our existing shareholders, and could negatively affect the value of your shares.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements and information relating to our business that are based on our beliefs, on assumptions made by us, or upon information currently available to us. These statements reflect our current views and assumptions with respect to future events and are subject to risks and uncertainties. Forward-looking statements are often identified by words like: “believe,” “expect,” “estimate,” “anticipate,” “intend,” “project” and similar expressions or words which, by their nature, refer to future events. In some cases, you can also identify forward-looking statements by terminology such as “may,” “will,” “should,” “plans,” “predicts,” “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled Risk Factors beginning on page 4, that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. In addition, you are directed to factors discussed in the Management’s Discussion and Analysis of Financial Condition and Results of Operation section beginning on page 32 and the section entitled “Description of Our Business” beginning on page 14, and as well as those discussed elsewhere in this prospectus. Other factors include, among others: general economic and business conditions; industry capacity; industry trends; competition; changes in business strategy or development plans; project performance; availability, terms, and deployment of capital; and availability of qualified personnel.

These forward-looking statements speak only as of the date of this prospectus. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, or achievements. Except as required by applicable law, including the securities laws of the United States, we expressly disclaim any obligation or undertaking to disseminate any update or revisions of any of the forward-looking statements to reflect any change in our expectations with regard thereto or to conform these statements to actual results.

USE OF PROCEEDS

The net proceeds to us from the sale of up to 15,000,000 shares offered at a public offering price of $0.02 per share will vary depending upon the total number of shares sold. Regardless of the number of shares sold, we expect to incur offering expenses estimated at approximately $50,000, $45,000 for legal and accounting, and $5,000 for other costs in connection with this offering (estimated transfer agent fees, filing fee, etc.). The table below shows the intended net proceeds from this offering we expect to receive for scenarios where we sell various amounts of shares. Since we are making this offering without any minimum requirement, there is no guarantee that we will be successful at selling any of the securities being offered in this prospectus. Accordingly, the actual amount of proceeds we will raise in this offering, if any, may differ.

Percent of Net Proceeds Received

	10%	25%	50%	75%	100%

Shares Sold	1,500,000	3,750,000	7,500,000	11,250,000	15,000,000
Gross Proceeds	$30,000	$75,000	$150,000	$225,000	$300,000
Less Offering Expenses	$50,000	$50,000	$50,000	$50,000	$50,000
Net Offering Proceeds (Loss)	($20,000)	$25,000	$100,000	$175,000	$250,000

The Use of Proceeds set forth below demonstrates how we intend to use the funds under the various percentages of amounts of the related offering. All amounts listed below are estimates.

% of Offering Sold	10%	25%	50%	75%	100%

Legal and Accounting	$ 10,000	$ 10,000	$ 10,000	$ 10,000	$ 10,000
Salaries/Consulting Fees	$ 88,000	$ 88,000	$ 88,000	$ 88,000	$ 88,000
Graphic Design and Software Development	$ 35,000	$ 35,000	$ 35,000	$ 35,000	$ 35,000
Working Capital	-	-	-	-	-
General and Administrative	-	-	-	-	-

Net Proceeds (Costs)	($ 153,000)	($ 108,000)	($ 33,000)	$ 42,000	$ 117,000

Our working capital and general and administrative expenses will continue to be borne out of our operating income. Our offering expenses are comprised of legal and accounting expenses and transfer agent fees. Our sole officer and Director will not receive any compensation for her efforts in selling our shares.

We intend to use the proceeds of this offering in the manner and in order of priority set forth above. We do not intend to use the proceeds to acquire assets or finance the acquisition of other businesses. At present, no material changes are contemplated. Should there be any material changes in the projected use of proceeds in connection with this offering, we will issue an amended prospectus reflecting the new uses.

In all instances, after the effectiveness of this registration statement, we will need some amount of working capital to maintain our general existence and comply with our public reporting obligations. In addition to changing allocations because of the amount of proceeds received, we may change the use of proceeds because of required changes in our business plan. Investors should understand that we have wide discretion over the use of proceeds. Therefore, management decisions may not be in line with the initial objectives of investors who will have little ability to influence these decisions.

There is no commitment by any person to purchase any or all of the shares of common stock offered by this prospectus and, therefore, there can be no assurance that the offering will be totally subscribed for the sale of the maximum 15,000,000 shares of common stock being offered.

DILUTION

Dilution represents the difference between the offering price and the net tangible book value per share immediately after completion of this offering. Net tangible book value is the amount that results from subtracting total liabilities and intangible assets from total assets. Dilution arises mainly as a result of our arbitrary determination of the offering price of the shares being offered. Dilution of the value of the shares you purchase is also a result of the lower book value of the shares held by our existing stockholder.

As at December 31, 2011, our last financial statement date, our total net tangible book value was $201,494, or approximately $0.006 per share based on 35,000,001 shares issued and outstanding as of that date. The proceeds from the sale of the new units being offered (up to a maximum of 15,000,000) will vary depending on the total number of shares actually sold in the offering. If all 15,000,000 units offered hereunder are sold, there would be a total of 50,000,000 common shares issued and outstanding (using the December 31, 2011 figure).

The following table sets forth as of May 1, 2011, the number of shares of common stock purchased from us and the total consideration paid by our existing stockholders and by new investors in this offering if new investors purchase 10%, 25%, 50%, 75% or 100% of the offering, before deducting offering expenses payable by us.

Percent of Shares Sold	10%	25%	50%	75%	100%
Number of shares sold	1,500,000	3,750,000	7,500,000	11,250,000	15,000,000
Anticipated net offering proceeds	($20,000)	$25,000	$100,000	$175,000	$250,000
Total shares issued and outstanding post offering	36,500,000	38,750,000	42,500,000	46,250,000	50,000,000
Offering price per share	$0.02	$0.02	$0.02	$0.02	$0.02
Pre-offering net tangible book value/share	$0.006	$0.006	$0.006	$0.006	$0.006
Post offering net tangible book value	$181,494	$226,494	$301,494	$376,494	$451,494
Post offering net tangible book value/share	$0.005	$0.006	$0.007	$0.008	$0.009

Increase (Decrease) in net tangible book value per share after offering	($0.001)	-	$0.001	$0.002	$0.003
Dilution per share to new shareholders	$0.015	$0.014	$0.013	$0.012	$0.011
New shareholders percentage of ownership after offering	4.1%	9.7%	17.6%	24.3%	30%
Existing stockholders percentage of ownership after offering	95.9%	90.3%	82.4%	75.7%	70%

DETERMINATION OF THE OFFERING PRICE

There is no established public market for our shares of common stock. The offering price of $0.02 per share was determined by us arbitrarily. We believe that this price reflects the appropriate price that a potential investor would be willing to invest in our Company at this stage of our development. This price bears no relationship whatsoever to our business plan, the price paid for our shares by our founders, our assets, earnings, book value or any other criteria of value. The offering price should not be regarded as an indicator of the future market price of the securities, which is likely to fluctuate.

See “Plan of Distribution” for additional information.

DIVIDEND POLICY

We have not paid any dividends since our incorporation and do not anticipate the payment of dividends in the foreseeable future. At present, our policy is to retain any earnings to develop and market our services. The payment of dividends in the future will depend upon, among other factors, our earnings, capital requirements, and operating financial conditions.

MARKET FOR OUR COMMON STOCK

Market Information

There is no established public market for our common stock.

After the effective date of the registration statement of which this prospectus is a part, we intend to seek a market maker to file an application with the Financial Industry Regulatory Authority, Inc., or FINRA, to have our common stock quoted on the Over-the-Counter Bulletin Board. We will have to satisfy certain criteria in order for our application to be accepted. We do not currently have a market maker who is willing to participate in this application process, and even if we identify a market maker, there can be no assurance as to whether we will meet the requisite criteria or that our application will be accepted. Our common stock may never be quoted on the Over-the-Counter Bulletin Board, or, even if quoted, a public market may not materialize. There can be no assurance that an active trading market for our shares will develop, or, if developed, that it will be sustained.

We have issued 35,000,001 shares of our common stock since our inception. There are no outstanding options, warrants, or other securities that are convertible into shares of common stock.

Holders

There were 2 holders of record of our common stock as of May 1, 2012.

Securities Authorized for Issuance under Equity Compensation Plans

We do not have any compensation plan under which equity securities are authorized for issuance.

PLAN OF DISTRIBUTION, TERMS OF THE OFFERING

There Is No Current Market for Our Shares of Common Stock

There is currently no market for our shares of common stock. We cannot give you any assurance that the shares you purchase will ever have a market or that if a market for our shares ever develops, that you will be able to sell your shares. In addition, even if a public market for our shares develops, there is no assurance that a secondary public market will be sustained.

The shares you purchase are not traded or listed on any exchange or quotation medium. After the effective date of the registration statement, we intend to seek a market maker to file an application with the Financial Industry Regulatory Authority, Inc., or FINRA, to have our common stock quoted on the Over-the-Counter Bulletin Board. We will have to satisfy certain criteria in order for our application to be accepted. We do not currently have a market maker who is willing to participate in this application process, and even if we identify a market maker, there can be no assurance as to whether we will meet the requisite criteria or that our application will be accepted. Our common stock may never be quoted on the Over-the-Counter Bulletin Board, or, even if quoted, a public market may not materialize. There can be no assurance that an active trading market for our shares will develop, or, if developed, that it will be sustained.

The Over-the-Counter Bulletin Board is maintained by the Financial Industry Regulatory Authority, Inc. The securities traded on the Over-the-Counter Bulletin Board are not listed or traded on the floor of an organized national or regional stock exchange. Instead, these securities transactions are conducted through a telephone and computer network connecting dealers in stocks. Over-the-counter stocks are traditionally smaller companies that do not meet the financial and other listing requirements of a regional or national stock exchange.

Even if our shares are quoted on the Over-the-Counter Bulletin Board, a purchaser of our shares may not be able to resell the shares. Broker-dealers may be discouraged from effecting transactions in our shares because they will be considered penny stocks and will be subject to the penny stock rules. Rules 15g-1 through 15g-9 promulgated under the Securities Exchange Act of 1934, as amended, impose sales practice and disclosure requirements on brokers-dealers who make a market in a "penny stock." A penny stock generally includes equity securities (other than securities registered on some national securities exchanges) that have a market price of less than $5.00 per share. Under the penny stock regulations, a broker-dealer selling penny stock to anyone other than an established customer or "accredited investor" (generally, an individual with net worth in excess of $1,000,000 or an annual income exceeding $200,000, or $300,000 together with his or her spouse) must make a special suitability determination for the purchaser and must receive the purchaser's written consent to the transaction prior to sale, unless the broker-dealer or the transaction is otherwise exempt. In addition, the penny stock regulations require the broker-dealer to deliver, prior to any transaction involving a penny stock, a disclosure schedule prepared by the SEC relating to the penny stock market, unless the broker-dealer or the transaction is otherwise exempt. A broker-dealer is also required to disclose commissions payable to the broker-dealer and the registered representative and current quotations for the securities. Finally, a broker-dealer is required to send monthly statements disclosing recent price information with respect to the penny stock held in a customer's account and information with respect to the limited market in penny stocks.

The additional sales practice and disclosure requirements imposed upon broker-dealers may discourage broker-dealers from effecting transactions in our shares, which could severely limit the market liquidity of the shares and impede the sale of our shares in the secondary market, assuming one develops.

The Offering will be Managed by Our Officers and Directors

This is a self-underwritten offering. We are offering to the public 15,000,000 shares of common stock on a “$300,000 maximum” basis at a purchase price of $0.02 per share. This Prospectus is part of a prospectus that permits Cindy Lee Kelly, our sole director and officer, to sell the shares directly to the public, with no commission or other remuneration payable to her. There are no definitive plans or arrangements to enter into any contracts or agreements to sell the shares with a broker or dealer. Cindy Lee Kelly will sell the shares and intends to offer them to friends, family members, acquaintances, and business associates. In offering the securities on our behalf, she will rely on the safe harbor from broker dealer registration set out in Rule 3a4-1 under the Securities Exchange Act of 1934.

Cindy Lee Kelly, will not register as a broker-dealer pursuant to Section 15 of the Securities Exchange Act of 1934, in reliance upon Rule 3a4-1, which sets forth those conditions under which a person associated with an issuer may participate in the offering of the issuer’s securities and not be deemed to be a broker-dealer.

	1.	Cindy Lee Kelly is not subject to a statutory disqualification, as that term is defined in Section 3(a)(39) of the Act, at the time of their participation; and,
	2.	Cindy Lee Kelly will not be compensated in connection with her participation by the payment of commissions or other remuneration based either directly or indirectly on transactions in securities; and
	3.	Cindy Lee Kelly is not, nor will she be at the time of participation in the offering, an associated person of a broker-dealer; and
	4.	Cindy Lee Kelly meets the conditions of paragraph (a)(4)(ii) of Rule 3a4-1 of the Exchange Act, in that she (A) primarily perform, or are intended primarily to perform at the end of the offering, substantial duties for or on behalf of our company, other than in connection with transactions in securities; and (B) is not a broker or dealer, or been an associated person of a broker or dealer, within the preceding twelve months; and (C) has not participated in selling and offering securities for any issuer more than once every twelve months other than in reliance on Paragraphs (a)(4)(i) or (a)(4)(iii).

Neither our sole officer and director, nor any affiliates intend to purchase any shares in this offering.

We will not use public solicitation or general advertising in connection with the offering. We will use our best efforts to find purchasers for the shares offered by this prospectus within a period of 180 days from the date of the prospectus, subject to an extension for an additional period not to exceed 90 days.

We have no intention of inviting broker-dealer participation in this Offering.

Offering Period and Expiration Date

This Offering will commence on the effective date of the registration statement of which this prospectus is a part, as determined by the Securities and Exchange Commission, and will continue for a period of 180 days. We may extend the Offering for an additional 90 days, at our sole discretion, unless the offering is completed or otherwise terminated by us at an earlier date.

Procedures for Subscribing

If you decide to subscribe for any shares in Offering, you must deliver a check or certified funds for acceptance or rejection. There are no minimum share purchase requirements for individual investors. All checks for subscriptions must be made payable to "Auto Tool Technologies Inc."

Right to Reject Subscriptions

We maintain the right to accept or reject subscriptions in whole or in part, for any reason or for no reason. All monies from rejected subscriptions will be returned immediately by us to the subscriber, without interest or deductions. Subscriptions for securities will be accepted or rejected within 48 hours of our having received them.

Penny Stock Rules

The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system).

The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document prepared by the SEC which:

contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading;
contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to violations of such duties or other requirements of federal securities laws;
contains a brief, clear, narrative description of a dealer market, including "bid" and "ask" prices for penny stocks and the significance of the spread between the bid and ask prices;
contains the toll-free telephone number for inquiries on disciplinary actions;
defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and
contains such other information, and is in such form (including language, type size, and format) as the SEC shall require by rule or regulation.

Prior to effecting any transaction in a penny stock, a broker-dealer must also provide a customer with:

the bid and ask prices for the penny stock;
the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock;
the amount and a description of any compensation that the broker-dealer and its associated salesperson will receive in connection with the transaction; and
a monthly account statement indicating the market value of each penny stock held in the customer's account.

In addition, the penny stock rules require that prior to effecting any transaction in a penny stock not otherwise exempt from those rules, a broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive (i) the purchaser's written acknowledgment of the receipt of a risk disclosure statement, (ii) a written agreement to transactions involving penny stocks, and (iii) a signed and dated copy of a written suitability statement. These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our securities, and therefore our stockholders may have difficulty selling their shares.

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION OF SECURITES ACT LIABILITIES

Nevada law provides that we may indemnify our directors and officers to the fullest extent.

The general effect of the foregoing is to indemnify a control person, officer or director from liability, thereby making us responsible for any expenses or damages incurred by such control person, officer or director in any action brought against them based on their conduct in such capacity, provided they did not engage in fraud or criminal activity.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers or control persons pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

DESCRIPTION OF OUR BUSINESS

Overview

Products

We import and market hand tools, automotive accessories, lawn and garden products, home products, accessories and attachments for power tools, plumbing products, consumer mechanics tools, cargo control systems and accessories and fasteners. These products are sold to professional end users, distributors, and consumers, and are primarily distributed through a wide variety of retailers (including auto parts stores, home centers, mass merchants, hardware stores, and retail lumber yards).

Our products are sold throughout Canada. We contract the services of a national manufacturer’s agency who call on current and prospective customers. The sales agency is fully trained in product knowledge and our sales policies. We also sell our products via our website at www.distributionsolutionsltd.com, which has on-line ordering capability which is secure and individualized to the respective customer.

Competition

We compete on the basis of our reputation for product quality, our well-known brands, and our commitment to customer service, strong customer relationships, the breadth of its product lines and its innovative products and customer value propositions.

We encounter active competition in all of our businesses from both larger and smaller companies that offer the same or similar products and services or that produce different products appropriate for the same uses. We have a large number of competitors; however, aside from a small number of who market a range of products somewhat comparable to us, the majority of our competitors compete only with respect to one or more individual products or product lines in that segment. Certain large customers offer private label brands ("house brands") that compete across a wider spectrum of our DIY segment product offerings.

Customers

A significant portion of our products are sold to a wide variety of automotive parts stores and home centers in Canada. A consolidation of retailers both in Canada and abroad has occurred over time. While this consolidation and the domestic and international expansion of these large retailers has provided us with opportunities for growth, the increasing size and importance of individual customers creates a certain degree of exposure to potential sales volume loss.

Suppliers

We acquire our product for resale from established manufacturers and hand tool distributors. Almost all of our products are acquired as finished goods that are immediately ready for sale to our customers. Our products are manufactured using both ferrous and non-ferrous metals including, but not limited to steel, zinc, copper, brass, aluminum and nickel, and resin also represents a significant commodity used in production. Additionally, we use other commodity-based materials for components and packaging including, but not limited to, plastics, wood, and other corrugated products.

Patents and Trademarks

We have been granted a Canadian trademark registration for "Tool Valley."

Serial/File No. 1293373
Trademark: Tool Valley
Registration No: TMA819,674
Registration date: 12 Mar 2012

Employees

We have no employees other than our sole director and officer. Management and office administration services are provided by Cindy Kelly & Associates under a management consulting agreement.

Distribution Methods

We warehouse and distribute our products from a third–party logistics provider based in Whitby, Ontario. The logistics provider invoices us on a monthly basis for these services.

Government Regulation

There are no governmental regulations that are material to our operations.

DESCRIPTION OF PROPERTY

We do not own interests in any real property. Our sole director and officer, has provided us with 1,000 square ft of furnished office which is our principal executive office. This location currently serves as our primary office for planning and implementing our business plan. This space is currently sufficient for our purposes, and we expect it to be sufficient for the foreseeable future. Our sole director and officer charges the company $600 per month for use of this office space, which amount is included in the monthly consulting fee we pay to our sole director and officer.

REPORT S TO SECURITY HOLDERS

We are not currently a reporting company, but upon effectiveness of the registration statement of which this prospectus forms a part, we will be required to file reports with the SEC pursuant to the Securities Exchange Act of 1934, as amended. These reports include annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K. You may obtain copies of these reports from the SEC’s Public Reference Room at 100 F Street, NE., Washington, DC 20549, on official business days during the hours of 10 a.m. to 3 p.m. or on the SEC’s website, at www.sec.gov. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.

MANAGEMENT

Directors and Officers

All directors of our Company hold office until the next annual meeting of the security holders or until their successors have been elected and qualified. The officers of our Company are appointed by our board of directors and hold office until their death, resignation or removal from office. Our directors and executive officers, their ages, positions held, and duration as such, are as follows:

Name		Age		Position
Cindy Lee Kelly		52		President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director

Cindy Lee Kelly

Cindy Lee Kelly is our President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director and has served in these capacities since our inception on May 10, 2011.

Cindy Kelly began her career in 1983 with MCL Electronics, Ltd., a Toronto based company that specialized in manufacturing and distributing electronic household products. In 1988, she joined Harada Antennas Ltd., as the Office Manager. In 1994, Ms. Kelly joined Supplier Services, Ltd., as General Manager. In 1998 she was promoted to President. In 2005, Ms. Kelly formed her own consulting firm – Cindy Kelly & Associates. She provides administrative and management services to a number of companies, including our company.

Other Directorships

Ms. Kelly does not hold any other directorships in any company with a class of securities registered pursuant to section 12 of the Exchange Act or subject to the requirements of section 15(d) of such Act or any company registered as an investment company under the Investment Company Act of 1940.

Board of Directors and Director Nominees

Since our Board of Directors does not include a majority of independent directors, the decisions of the Board regarding director nominees are made by persons who have an interest in the outcome of the determination. The Board will consider candidates for directors proposed by security holders, although no formal procedures for submitting candidates have been adopted. Unless otherwise determined, at any time not less than 90 days prior to the next annual Board meeting at which the slate of director nominees is adopted, the Board will accept written submissions from proposed nominees that include the name, address and telephone number of the proposed nominee; a brief statement of the nominee’s qualifications to serve as a director; and a statement as to why the security holder submitting the proposed nominee believes that the nomination would be in the best interests of our security holders. If the proposed nominee is not the same person as the security holder submitting the name of the nominee, a letter from the nominee agreeing to the submission of his or her name for consideration should be provided at the time of submission. The letter should be accompanied by a résumé supporting the nominee's qualifications to serve on the Board, as well as a list of references.

The Board identifies director nominees through a combination of referrals from different people, including management, existing Board members and security holders. Once a candidate has been identified, the Board reviews the individual's experience and background and may discuss the proposed nominee with the source of the recommendation. If the Board believes it to be appropriate, Board members may meet with the proposed nominee before making a final determination whether to include the proposed nominee as a member of the slate of director nominees submitted to security holders for election to the Board.

Some of the factors which the Board considers when evaluating proposed nominees include their knowledge of and experience in business matters, finance, capital markets and mergers and acquisitions. The Board may request additional information from each candidate prior to reaching a determination. The Board is under no obligation to formally respond to all recommendations, although as a matter of practice, it will endeavor to do so.

Conflicts of Interest

Our director is not obligated to commit her full time and attention to our business and, accordingly, she may encounter a conflict of interest in allocating her time between our operations and those of other businesses. In the course of her other business activities, she may become aware of investment and business opportunities which may be appropriate for presentation to us as well as other entities to which she owes a fiduciary duty. As a result, she may have conflicts of interest in determining to which entity a particular business opportunity should be presented. She may also in the future become affiliated with entities, engaged in business activities similar to those we intend to conduct.

In general, officers and directors of a corporation are required to present business opportunities to a corporation if:

the corporation could financially undertake the opportunity;
the opportunity is within the corporation’s line of business; and
it would be unfair to the corporation and its stockholders not to bring the opportunity to the attention of the corporation.

We plan to adopt a code of ethics that obligates our directors, officers and employees to disclose potential conflicts of interest and prohibits those persons from engaging in such transactions without our consent.

Significant Employees

Other than as described above, we do not expect any other individuals to make a significant contribution to our business.

Legal Proceedings

To the best of our knowledge, none of our directors or executive officers has, during the past ten years:

been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offences);
had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time;
been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity;
been found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;
been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Except as set forth in our discussion below in “Certain Relationships and Related Transactions, and Director Independence – Transactions with Related Persons,” none of our directors, director nominees or executive officers has been involved in any transactions with us or any of our directors, executive officers, affiliates or associates which are required to be disclosed pursuant to the rules and regulations of the SEC.

EXECUTIVE COMPENSATION

The particulars of the compensation paid to the following persons:

our principal executive officer;
each of our two most highly compensated executive officers who were serving as executive officers at the end of the years ended December 31, 2011 and 2010; and
up to two additional individuals for whom disclosure would have been provided under (b) but for the fact that the individual was not serving as our executive officer at the end of the years ended December 31, 2011 and 2010,

who we will collectively refer to as the named executive officers of our Company, are set out in the following summary compensation table, except that no disclosure is provided for any named executive officer, other than our principal executive officers, whose total compensation did not exceed $100,000 for the respective fiscal year:

SUMMARY COMPENSATION TABLE
Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non- Equity Incentive Plan Compensation ($)	Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
Cindy Lee Kelly ⁽¹⁾	2011	-	-	-	-	-	-	$93,000 ⁽²⁾	$93,000 ⁽²⁾
	2010	-	-	-	-	-	-	$88,000 ⁽²⁾	$88,000 ⁽²⁾

(1)	Ms. Kelly was appointed President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director on May 10, 2011.

(2)	These amounts have been paid to Cindy Kelly & Associates for the provision of all services related to our administration, office expenses and related overheads.

Cindy Kelly, our sole director and officer, has historically provided consulting services to our subsidiary through a consulting arrangement between our subsidiary and Cindy Kelly & Associates. On December 31,2011, our subsidiary and Cindy Kelly and Associates entered into a written agreement in regards to this arrangement.

Grants of Plan-Based Awards Table

We did not grant any awards to our named executive officers in during our fiscal year ended December 31, 2011.

Outstanding Equity Awards at Fiscal Year End

There were no unexercised options, stock that has not vested and equity incentive plan awards for our named executive officers during the last two fiscal years.

Option Exercises

During our fiscal year ended December 31, 2011 there were no options exercised by our named officers.

Compensation of Directors

We did not provide any compensation to Ms. Kelly for performing her services as our director since the inception of our company.

Pension, Retirement or Similar Benefit Plans

There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. We have no material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of the board of directors or a committee thereof.

Indebtedness of Directors, Senior Officers, Executive Officers and Other Management

None of our directors or executive officers or any associate or affiliate of our company during the last two fiscal years is or has been indebted to our Company by way of guarantee, support agreement, letter of credit or other similar agreement or understanding currently outstanding.

Compensation Committee Interlocks and Insider Participation

During 2011, we did not have a compensation committee or another committee of the board of directors performing equivalent functions. Instead the entire board of directors performed the function of compensation committee. Our board of directors approved the executive compensation, however, there were no deliberations relating to executive officer compensation during 2011.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

As of December 31, 2011, we owed $16,000 to the President of the company for expenses paid on our behalf. This loan is non interest bearing and due on demand.

There have been no other transactions since the beginning of our last fiscal year or any currently proposed transactions in which we are, or plan to be, a participant and the amount involved exceeds $120,000 or one percent of the average of our total assets at year end for the last two completed fiscal years, and in which any related person had or will have a direct or indirect material interest.

Ms. Kelly is our only promoter as defined in Rule 405 of Regulation C due to her participation in and management of the business since our incorporation.

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth the ownership, as of May 1, 2012, of our common stock by each of our directors and executive officers, by all of our executive officers and directors as a group, and by each person known to us who is the beneficial owner of more than 5% of any class of our securities. As of May 1, 2012, there were 35,000,000 shares of our common stock issued and outstanding. All persons named have sole voting and investment control with respect to the shares, except as otherwise noted. The number of shares described below includes shares which the beneficial owner described has the right to acquire within 60 days of the date of this registration statement.

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership (1)	Percentage of Class
Cindy Lee Kelly 101 ½ Mary Street West Whitby, Ontario, Canada, L1N 2R4	5,000,000	14%
Directors and Executive Officers as a Group (1 person)	5,000,000	14%
Rossland Asset Management Ltd. 200- 252 Pall Mall Street, London, Ontario, N6A 5P6	30,000,000	86%
5% Holders as a Group (1 person)	30,000,000	86%

(1)

Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding on May 1, 2012. As of May 1, 2012, we had 35,000,001 shares of our common stock issued and outstanding. All figures assume full dilution of convertible securities held.

Changes in Control

As of May 1, 2012 we are unaware of any contract or other arrangement the operation of which may at a subsequent date result in a change in control of our Company.

DESCRIPTION OF SECURITIES

Our authorized capital stock consists of 250,000,000 shares of common stock, $0.001 par value, and no authorized shares of preferred stock.

Common Stock

As of May 1, 2012 we had 35,000,001 shares of our common stock issued and outstanding. We did not have any convertible securities issued and outstanding.

Holders of our common stock have no preemptive rights to purchase additional shares of common stock or other subscription rights. Our common stock carries no conversion rights and is not subject to redemption or to any sinking fund provisions. All shares of our common stock are entitled to share equally in dividends from sources legally available, when, as and if declared by our Board of Directors, and upon our liquidation or dissolution, whether voluntary or involuntary, to share equally in our assets available for distribution to our stockholders.

Our Board of Directors is authorized to issue additional shares of our common stock not to exceed the amount authorized by our Articles of Incorporation, on such terms and conditions and for such consideration as our Board may deem appropriate without further security holder action.

Voting Rights

Each holder of our common stock is entitled to one vote per share on all matters on which such stockholders are entitled to vote. Since the shares of our common stock do not have cumulative voting rights, the holders of more than 50% of the shares voting for the election of directors can elect all the directors if they choose to do so and, in such event, the holders of the remaining shares will not be able to elect any person to our Board of Directors.

Dividend Policy

Holders of our common stock are entitled to dividends if declared by the Board of Directors out of funds legally available for payment of dividends. From our inception to May 1, 2012, we did not declare any dividends.

We do not intend to issue any cash dividends in the future. We intend to retain earnings, if any, to finance the development and expansion of our business. However, it is possible that our management may decide to declare a cash or stock dividend in the future. Our future dividend policy will be subject to the discretion of our Board of Directors and will be contingent upon future earnings, if any, our financial condition, our capital requirements, general business conditions and other factors.

Transfer Agent

The transfer agent and registrar for our common stock is Island Stock Transfer, Inc., 15500 Roosevelt Blvd., Suite 301, Clearwater, Florida 33760. Phone (727)289-0010. The transfer agent is responsible for all record-keeping and administrative functions in connection with our issued and outstanding common stock.

LEGAL MATTERS

We know of no existing or pending legal proceedings against us, nor are we involved as a plaintiff in any proceeding or pending litigation. There are no proceedings in which any of our directors, officers or any of their respective affiliates, or any beneficial stockholder, is an adverse party or has a material interest adverse to our interest.

LEGAL REPRESENTATION

Dennis Brovarone, Attorney at Law, will pass upon the validity of the common stock offered hereby.

EXPERTS

The financial statements included in this prospectus, and in the registration statement of which this prospectus is a part, have been audited by HJ & Associates, LLC, an independent registered public accounting firm, to the extent and for the period set forth in their report appearing elsewhere herein and in the registration statement, and are included in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.

No expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis or had, or is to receive, in connection with the offering, a substantial interest, directly or indirectly, in us, nor was any such person connected with us as a promoter, managing or principal underwriter, voting trustee, director, officer or employee.

WHERE YOU CAN GET MORE INFORMATION

In accordance with the Securities Act of 1933, we are filing with the SEC a registration statement on Form S-1, of which this prospectus is a part, covering the securities being offered by the Registrant. As permitted by rules and regulations of the SEC, this prospectus does not contain all of the information set forth in the registration statement. For further information regarding both our Company and our common stock, we refer you to the registration statement, including all exhibits and schedules, which you may inspect without charge at the public reference facilities of the SEC’s Washington, D.C. office, 100 F Street, N.E., Washington, D.C. 20549, on official business days during the hours of 10am and 3pm, and on the SEC Internet site at http:\\www.sec.gov. Information regarding the operation of the public reference rooms may be obtained by calling the SEC at 1-800-SEC-0330.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

The following discussion of our financial condition and results of operation should be read in conjunction with the financial statements and related notes that appear elsewhere in this prospectus. This discussion contains forward-looking statements and information relating to our business that reflect our current views and assumptions with respect to future events and are subject to risks and uncertainties, including the risks in the section entitled Risk Factors beginning on page 4, that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

Overview

Our company was incorporated under the laws of the state of Nevada on May 10, 2011. On December 30, 2011, we acquired DSL Products, Ltd., (“DSL”) a company that is engaged in the sales and distribution of hand tools in Canada. DSL has actively sold its products via its B2B (“business-to-business”) website. We now seek to expand the development of an internet B2C (“business-to-consumer”) website that caters to tool enthusiasts.

Our offices are currently located at 101 ½ Mary Street West, Whitby, Ontario, Canada, L1N 2R4. Our telephone number is Tel: (905) 430-6433. We have a website at www.distributionsolutions.com, however, the information contained on our website does not form a part of the registration statement of which this prospectus is a part.

We launched our e-commerce B2B site in 2009. Initial results have been very encouraging. We plan to use our current internet presence to offer a social networking website that focuses on building online communities of DIY tool users. We plan to brand this website “Tool Valley.” Our website will allow DIY enthusiasts to chat, post pictures/videos, share expertise and experiences, create and share events, and manage their tool collections. Our B2B website, available at www.distributionsolutionsltd.com , is accessible but the DIY portal is still a work-in-progress and in the development stage with respect to building the on-line community. We expect our website to have the online community portal ready for public launch within six months following completion of the Offering, provided that we raise sufficient capital to carry out our business plan.

In our management’s opinion the emerging alternatives to general social networking websites are niche social networking sites which are social networks targeted at a specific audience. By targeting a specific audience, niche social networks will be able to create a strong and lasting bond among their users. We believe, although no assurance can be given, that our plan to offer a niche social networking website for DIY enthusiasts is timely given the current market conditions.

Results of Operations – Years Ended December 31, 2011 and December 31, 2010

During the year ended December 31, 2011 we generated revenue of $973,813, compared to revenue of $1,008,455 for the year ended December 31, 2010. With this corresponding decrease in revenue, our costs of sales decreased accordingly, from $664,732 for the year ended December 31, 2010 to $614,522 for the year ended December 31, 2011. However, our gross profit marginally increased from $343,723 for the year ended December 31, 2010 to $359,291 for the year ended December 31, 2011.

For the year ended December 31, 2011 we incurred total operating expenses of $405,798 consisting primarily of $392,639 in selling, marketing and administrative expenses. This was compared to total operating expenses of $352,875 for the year ended December 31, 2010. The major component of our operating expenses are selling, marketing and administrative expenses, which consisted of $338,393 for the year ended December 31, 2010, which increased to $392,639 for the year ended December 31, 2011. We generated net income before taxes of $20,250 for the year ended December 31, 2010 as compared to a net loss of $38,858 for the year ended December 31, 2011. This net loss was primarily as a result of the increased selling, marketing and administrative expenses noted above.

Since our incorporation, we have sold 5,000,000 shares of common stock to Cindy Kelly for total gross proceeds of $20,000.

We expect that our expenses will increase in the coming months as a result of an increase in operations as well as legal and accounting expenses associated with becoming a reporting company. We have budgeted that these expenses will be approximately $10,000 for the next 12 months. We will need to raise additional funds to be able to meet these expected capital requirements, but there can be no assurance that we will be able to secure the required financing. If we are not able to raise the required financing, we will not be able to develop our business plan.

Purchase or Sale of Equipment

We have not purchased or sold, and we do not expect over the next twelve months to purchase or sell, any plants or significant equipment.

Liquidity and Capital Resources

At December 31, 2011, we had total current assets of $216,589, total current liabilities of $430,148, and negative working capital of $213,559. This compares to our total current assets of $324,561 at December 31, 2010. Our current assets have traditionally consisted primarily of inventory and accounts receivable. We had total current liabilities of $441,220, and negative working capital of $116,659 as of December 31, 2010.

Historically, we have financed our cash flow and operations from the revenue we have generated. Net cash provided by financing activities has not generally been material. Net cash provided by financing activities was $20,000 in funds received from our sole director and officer as payment for stock during the year ended December 31, 2011.

In the opinion of our management, additional funding is required to meet our development goals for the next twelve months. The estimated funding we require during the next twelve months period (beginning upon completion of this Offering) is between $400,000 and $450,000, which is the amount we expect to raise from the sale of our shares in this Offering. These estimated expenditures are described in detail below under the heading "Expenditures." The length of time during which we will be able to satisfy our cash requirements depends on our company's revenue and how much additional revenue can be generated. We estimate that our current cash balances will be extinguished by December 31, 2012 provided we do not have any unanticipated expenses. During the year ended December 31, 2011 we used approximately $33,750 a month on our operations. During the next 12 months we expect the rate at which we use our capital in our operations to vary, but average approximately $45,000a month on our business development, marketing activities as well as general and administrative expenses which include legal and accounting if we are able to raise the maximum amount of funds under this Offering and fully carry out our current business plan. Our estimate of needed capital is computed without taking into account any revenues from future operations, which are not assured. Although there can be no assurance at present, we anticipate to be in a position to generate additional revenues beginning approximately 4 to 6 months following the launch of our website or approximately within 10 to 12 months from the successful completion of this Offering.

We have not yet generated any revenue from our online operations. We may require additional funds to implement our plans. These funds may be raised through equity financing, debt financing, or other sources, which may result in the dilution in the equity ownership of our shares. We will also need more funds if the costs of the development of our website costs greater than we have budgeted. We will also require additional financing to sustain our business operations if we are not successful in earning revenues. We currently do not have any arrangements regarding this Offering or following this Offering for further financing and we may not be able to obtain financing when required. Our future is dependent upon our ability to obtain further financing, the successful development of our website, a successful marketing and promotion program, attracting and, further in the future, achieving a profitable level of operations. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments. If we are not able to raise any funds in this Offering, we will not have sufficient capital to carry out our business plan as planned and will likely lack the funds to operate our business at all. We will require additional funds to maintain our reporting status with the SEC and remain in good standing with the state of Nevada.

There are no assurances that we will be able to obtain further funds required for our expanded operations. As widely reported, the global and domestic financial markets have been extremely volatile in recent months. If such conditions and constraints continue, we may not be able to acquire additional funds either through credit markets or through equity markets. Even if additional financing is available, it may not be available on terms we find favorable. At this time, there are no anticipated sources of additional funds in place. Failure to secure the needed additional financing will have an adverse effect on our ability to remain in business.

Plan of Operations

Our business objectives for the next 12 months (beginning upon completion of this Offering), provided the necessary funding is available, are to generally expand upon our business, with a focus on the expansion of the online e-commerce aspect of our business.

As noted above, we have generated revenues for operations for the years ended December 31, 2011 and December 31, 2010. We believe that we will be able to increase revenue upon the activation of our “Tool Valley” branded website immediately following the public launch of our completed website, which we anticipate will be ready for public launch within 6 months following successful completion of this Offering, provided that we have correctly estimated the funds required to execute our business plan. We expect to begin generating revenues from the website within the six months following the public launch of our website.

We are developing an updated version of our on-line catalogue and plan to offer a social networking website that focuses on building online communities of DIY tool enthusiasts. Our website will allow DIY enthusiasts to chat, post pictures/videos, share knowledge about their favourite tools, create and share events and manage their tool collections.

Our business objectives for the next 12 months (beginning upon completion of this Offering), provided the necessary funding is available, are to:

* build the brand recognition of “Tool Valley”;
* complete the development of our web portal;
* create interest in our website; and
* to establish our website as a one-stop-shop for the tool enthusiast.

These business objectives and goals are described in detail in the section titled "Milestones".

Our ability to achieve our business objectives and goals with respect to the “Tool Valley” on-line community portal is entirely dependent upon the amount of shares sold in this Offering.

Activities to Date

We were incorporated in the State of Nevada on May 10, 2011. We are a fully developed operating company. Our operations have been limited to the sale and distribution of hand tools to the Canadian automotive aftermarket and retail hardware markets. Since June 2011 we have been developing a social networking website that caters to DIY tool enthusiasts. We expect our website to be ready for public launch of the “Tool Valley” on-line community portal within six months following successful completion of this Offering, provided that we have correctly estimated the funds required to execute our business plan.

Since our inception all of our sales have been to the wholesale and retail business markets. We have not made any sales direct to consumers. However, our management is of the opinion that:

The market is ready for the type of service we propose
The technological challenges we expect to face are surmountable
The cost of implementation and delivery of our proposed service is modest for a company of our size.

Our management has already begun discussions with legal counsel, transfer agent and a Certified Public Accounting firm to ensure that we will meet all the compliance and disclosure requirements of being a public company.

Market Research

In addition to our own experience in establishing a B2B website, we have conducted both field and document research concerning opportunities to develop our business to B2C (“business to consumer”) market segment. According to publications available on www.mycustomer.com , B2B firms that are using social media to support supply chain are creating better customer experiences and gaining commercial benefits - but few are embracing it as yet.

The research reported that one third of those consumers surveyed, said they would perceive their supply chain suppliers and vendors more positively if they were to use social media to engage with them, whilst 40% use social media to keep informed of industry news and trends, and vendor-related information including pricing, product descriptions and engaging with experts. The results show there is an opportunity for vendors to help their customers make better buying decisions through social media.

Based on our research combined with our B2B experience, we are of the opinion that a B2C on-line community web portal is a viable business venture for our company.

Our management does not anticipate the need to hire employees currently.

The realization of increased sales revenues in the next 12 months is important in the execution of our plan of operations. However, we cannot guarantee that we will generate such increases in revenue. If we do not produce sufficient cash flow over the next 12 months, we may need to raise additional capital by issuing additional shares of common stock in exchange for cash in order to continue as a going concern. There are no formal or informal agreements to attain such financing. We cannot assure any investor that, if needed, sufficient financing can be obtained or, if obtained, that it will be on reasonable terms. Without realization of additional capital, it would be unlikely for operations to continue.

EXPENDITURES

The following chart provides an overview of our budgeted expenditures for the 12 months following the completion of this Offering. The expenditures are categorized by significant area of activity.

Legal and Accounting -	$	10,000
Salaries/Consulting Fees -		88,000
Graphic Design and Software development -		35,000
General and Administrative -		317,000

As of December 31, 2011 Cash in hand - $19,215	$	450,000

Milestones

Below is a brief description of our planned activities which we expect to commence immediately after the Offering is completed and the proceeds have been received and accepted.

Months 1 to 6 Following Completion of this Offering

Main Objectives:

Hire a freelancer graphic designer;
Identify and hire a freelance software developer to develop our tool collection management system;
Initiate the graphic design of our “Tool Valley” corporate identity package (logos, layouts, fonts etc.); and

Based on the completion of the Offering, we will begin to interview software developer companies and freelance graphic designers. We plan to retain the services of the software developer and freelance graphic designer by the end of the first month. During month 2, we will work with the software developer on the specifications of the on-line tool catalogue management system and the way it will be integrated with our website. During months 3 and 4 we expect the software developer to develop and integrate it with our website. During month 5 we will test the system and correct any issues with it. We have budgeted $15,000 for the contractor, which we believe will be sufficient to develop and integrate the management system with our website. Our management intends to oversee and participate in the software development process.

We believe that the completion of this feature will be essential to generate revenues from the sale of tools direct to consumers since we expect it to appeal to consumers whether they have several tools or several tool chests full of tools.

During month 2 the freelance graphic designer will design our “Tool Valley” corporate identity package and marketing materials. We expect that our graphic designer will complete developing our corporate identity package (including logos, business cards, letterhead, stationary, email forms, etc.) by the end of month 3 at a cost of $7,500. Once completed, we intend for the designer to proceed with the revamping of our web site at a cost of $10,000. This task will be completed by the end of month 4. We expect to concurrently proceed with the printing of business cards, letterhead and envelopes at an anticipated cost of $2,500.

Once the development of the on-line catalogue system and the revamping of our website have been completed, we will publicly announce the launch of our new website. At this point in time our website would be complete and we would be in a position to generate revenue from product sales direct to consumers. However, there can be no assurance that we will be able to raise the funds required to undertake this business development.

Months 6 to 12 Following Completion of this Offering

Main Objectives:

Integrate Facebook and Twitter with our website to allow users from other social networks to sign-in to our website;
Set up a Google Adwords account and campaign;
Promote and execute our marketing plan for our website; and
Negotiate the sale of third-party goods on our website.

During the following six months we will focus our efforts on driving traffic to our website and executing of our marketing plan. Our major focus during this time will be an online advertising campaign using Google Adwords to drive traffic to our website. We have selected Google because of its success and popularity for web users wishing to find something using an internet search. The Google Adwords program will allow us to customize the text of our advertisements, the frequency of each advertisement's appearance, and the length of the advertising contract. For our purposes, we believe that this will give us the maximum amount of flexibility and allow us to closely monitor the costs of the marketing campaign. For the Adwords campaign we budgeted $10,000.

In addition, we plan to retain the services of a freelance software developer to integrate Facebook and Twitter with our website, and to add language translation capabilities to our website. We are budgeting $5,000 for the development of these features and expect this development to be complete by the end of month 12.

Although there can be no assurance at the present time, we expect our website to be ready for public launch within 6 months following completion of this Offering and to start generating revenues within 4 to 6 months following launch.

Recently Issued Accounting Pronouncements

We do not expect the adoption of any recently issued accounting pronouncements to have a significant impact on our net results of operations, financial position, or cash flows.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Auto Tool Technologies Inc.

December 31, 2011

Report of Independent Registered Public Accounting Firm	F–1

Consolidated Balance Sheets	F–2

Consolidated Statements of Operations	F–3

Consolidated Statements of Cash Flows	F–4

Consolidated Statements of Stockholders’ Equity	F–5

Notes to the Consolidated Financial Statements	F–6

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders
Auto Tool Technologies, Inc.
Whitby, Ontario, Canada

We have audited the accompanying consolidated balance sheets of Auto Tool Technologies, Inc. as of December 31, 2011 and 2010, and the related consolidated statements of operations, stockholders’ equity and cash flows for the years then ended. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform an audit of its internal control over consolidated financial reporting. Our audit included consideration of internal control over consolidated financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over consolidated financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Auto Tool Technologies, Inc. as of December 31, 2011 and 2010, and the results of their operations and their cash flows for the years then ended in conformity with U.S. generally accepted accounting principles.

/s/ HJ & Associates, LLC
HJ & Associates, LLC
Salt Lake City, Utah
May 8, 2012

Auto Tool Technologies Inc.

Consolidated Balance Sheets

(Expressed in US dollars)

		December 31,			December 31,
		2011			2010

ASSETS

Current Assets

Cash	$	19,215		$	30,452
Accounts receivable		99,119			190,847
Other receivable		10,296			10,528
Inventory		84,960			87,765
Prepaid expenses		2,999			4,969

Total Current Assets		216,589			324,561

Due from related party (Note 6)		411,974			348,502
Property and equipment, net of accumulated depreciation of $19,986 (2010 – $18,426) (Note 4)		3,079			5,157

Total Assets	$	631,642		$	678,220

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current Liabilities

Accounts payable	$	277,055		$	399,645
Accrued liabilities		28,953			41,575
Due to related party (Note 6)		16,000			–
Line of credit (Note 5)		108,140			–

Total Liabilities		430,148			441,220

Commitments and Contingencies (Note 1)

Stockholders’ Equity (Note 7)

Preferred stock, $0.001 par value, 50,000,000 shares authorized, no shares issued and outstanding		–			–

Common stock, $0.001 par value, 200,000,000 shares authorized, 35,000,001 and 30,000,000 shares issued and outstanding, respectively		35,000			30,000

Additional paid in capital (Discount)		(3,495	)		(6,963	)

Retained earnings		126,974			166,737

Accumulated other comprehensive income		43,015			47,226

Total Stockholders’ Equity		201,494			237,000

Total Liabilities and Stockholders’ Equity	$	631,642		$	678,220

Auto Tool Technologies Inc.

Consolidated Statements of Operations

(Expressed in US dollars)

		Years Ended
		December 31,
		2011			2010
Revenue	$	973,813		$	1,008,455

Cost of Sales, excluding depreciation		614,522			664,732

Gross Profit		359,291			343,723
Expenses

Depreciation		2,021			1,217
Bank charges and interest		11,138			13,265
Selling, marketing and administrative		392,639			338,393

Total Operating Expenses		405,798			352,875

Loss Before Other Income (Expenses)		(46,507	)		(9,152	)

Other Income (Expense)

(Loss) Gain on foreign exchange		(8,021	)		14,514
Interest income (Note 6)		15,670			14,888

(Loss) Income before taxes		(38,858	)		20,250

Income taxes		(905	)		(1,471	)

Net (Loss) Income		(39,763	)		18,779

Foreign currency translation adjustments		4,211			12,335

Comprehensive (Loss) Income	$	(35,552	)	$	31,114

Net Earnings (Loss) Per Share – Basic and Diluted	$	(0.00	)	$	0.00

Weighted Average Shares Outstanding		31,739,726			30,000,000

Auto Tool Technologies Inc.

Consolidated Statements of Cash Flows

(Expressed in US dollars)

		Years Ended
		December 31,
		2011			2010
Operating Activities
Net Income (Loss)	$	(39,763	)	$	18,779
Adjustments to reconcile net income to cash provided (used) in operating activities:
Bad debt expense		6,791			–
Depreciation expense		2,021			1,217
Changes in operating assets and liabilities:
Prepaid expenses		1,914			(589	)
Inventories		901			(8,148	)
Accrued interest receivable		(15,669	)		(14,888	)
Accounts receivable		90,062			84,197
Accounts payable and accrued liabilities		(135,674	)		181,220
Net Cash Provided By (Used in) Operating Activities		(89,417	)		261,788
Investing Activities
Loans to related parties		(154,686	)		(22,121	)
Repayments from related parties		110,097			9,716
Net cash acquired on reverse capitalization		11,461			–
Net Cash Used in Investing Activities		(33,128	)		(12,405	)
Financing Activities
Bank overdraft		–			(17,922	)
Net change in line of credit		111,264			(202,062	)
Net Cash (Used in) Provided By Financing Activities		111,264			(219,984	)
Effect of Exchange Rate Changes on Cash		44			1,053
Increase (Decrease) In Cash		(11,237	)		30,452
Cash - Beginning of Year		30,452			–
Cash - End of Year	$	19,215		$	30,452
Supplemental Disclosures
Interest paid	$	11,138		$	13,265
Income taxes paid	$	1,922		$	1,770

Auto Tool Technologies Inc.

Consolidated Statements of Stockholders’ Equity

(Expressed in US dollars)

											Accumulated
					Additional						Other
	Common Stock				Paid-In			Retained			Comprehensive
	Shares		Amount		Capital			Earnings			Income			Total
Balance, December 31, 2009	30,000,000	$	30,000	$	(6,963	)	$	147,958		$	34,891		$	205,886
Foreign currency translation adjustments	–		–		–			–			12,335			12,335
Net income for the year	–		–		–			18,779			–			18,779
Balance, December 31, 2010	30,000,000		30,000		(6,963	)		166,737			47,226			237,000
Recapitalization upon reverse acquisition	5,000,001		5,000		3,468			–			–			8,468
Foreign currency translation adjustments	–		–		–			–			(4,211	)		(4,211	)
Net loss for the year	–		–		–			(39,763	)		–			(39,763	)
Balance, December 31, 2011	35,000,001	$	35,000	$	(3,495	)	$	126,974		$	43,015		$	201,494