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

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

ATLANTIC RESOURCES INC.

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

(Exact name of registrant as specified in its charter)

  NEVADA 1000 Pending  
  State or jurisdiction of Primary Standard Industrial I.R.S. Employer Identification  
  incorporation or organization Classification Code Number Number  

      Atlantic Resources Inc.
#606 - 610 Granville St.
Vancouver, B.C. V6C 3T3
Telephone: 604-568-0059
Facsimile: 604-568-0061
--------------------------------------------------------------
(Address and telephone number of principal executive offices)

Corp 95
2620 Regatta Dr. Suite 102
Las Vegas, Nevada, 89128
Telephone: 949-487-2436
Facsimile: 949-218-4176
--------------------------------------------------------------
(Name, address and telephone number of agent for service)

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

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

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

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

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

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

  Large accelerated filer |   | Accelerated filer |   |  
  Non-accelerated filer |   | Smaller reporting company | X |  



  CALCULATION OF REGISTRATION FEE  
         
TITLE OF EACH AMOUNT TO BE PROPOSED PROPOSED AMOUNT OF
CLASS OF REGISTERED MAXIUM MAXIMUM REGISTRATION
SECURITIES TO   OFFERING AGGREGATE FEE (2)
BE REGISTERED   PRICE PER OFFERING  
    SHARE (1) PRICE (2)  
         
Common Stock $85,000 $0.05 $85,000 $9.10

  (1) Based on the last sales price on April 26, 2007.
     
  (2) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457 under the Securities Act.

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

SUBJECT TO COMPLETION, Dated February 19, 2007


PROSPECTUS
ATLANTIC RESOURCES INC.
1,700,000 SHARES
COMMON STOCK

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

The selling shareholders named in this prospectus are offering all of the shares of common stock offered through this prospectus.

Our common stock is presently not traded on any market or securities exchange.

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

The purchase of the securities offered through this prospectus involves a high degree of risk. See Section Entitled “Risk Factors” on pages 6-8.

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

The selling shareholders will sell our shares at $0.05 per share until our shares are quoted on the OTC Bulletin Board, and thereafter at prevailing market prices or privately negotiated prices. We cannot ensure that our shares will be quoted on the OTC Bulletin Board.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

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

The Date Of This Prospectus Is: February 19, 2007


Table Of Contents

  Page
Summary 5
Risk Factors 6
    -1     If we do not obtain additional financing, our business will fail 6
    -2      Because we have not commenced business operations, we face a high risk of business failure 6
    -3      Because of the speculative nature of exploration of mining properties, there is substantial risk that our business will fail 7
    -4    Because our continuation as a going concern is in doubt, we will be forced to cease business operations unless we can generate profit in the future. 7
    -5      Because of the inherent dangers involved in mineral exploration, there is a risk that we may incur liability or damages, which could hurt our financial position and possibly result in the failure of our business. 7
    -6      Even if we discover commercial reserves of precious metals on the Victoria Vein Mining claim, we may not be able to successfully obtain commercial production 7
    -8      Because our directors have other business interests, they may not be able or willing to devote a sufficient amount of time to our business operations, causing our business to fail 8
    -9      Because our directors have no technical experience in mineral exploration, our business has a high risk of failure 8
    -10      If a market for our common stock does not develop, shareholders may be unable to sell their shares and will incur losses as a result 8
    -11      A purchaser is purchasing penny stock which limits the ability to sell stock 8
Use of Proceeds 8
Determination of Offering Price 9
Dilution 9
Selling Securityholders 9
Plan of Distribution 11
Legal Proceedings 13
Directors, Executive Officers, Promoters and Control Persons 13
Security Ownership of Certain Beneficial Owners and Management 14
Description of Securities 15
Interest of Named Experts and Counsel 16
Disclosure of Commission Position of Indemnification for Securities Act Liabilities 16
Organization Within Last Five Years 16
Description of Business 16
Compliance with Government Regulation 19
Plan of Operations 21
Description of Property 22
Certain Relationships and Related Transactions 22
Market for Common Equity and Related Stockholder Matters 22
Executive Compensation 23
Financial Statements 23
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 25


Summary

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

We intend to be in the business of mineral property exploration. To date, we have not conducted any exploration on our sole exploration target, the Victoria Vein Mining claim, which is located about 8 kilometers northwest of the north end of Tatlayoko Lake, approximately 250 kilometers west of Williams Lake, British Columbia, Canada. We acquired the property from 1698727 Ontario Inc. for $7,500.

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

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

The Offering :

Securities Being Offered   Up to 1,700,000 shares of common stock.
     
Offering Price   The selling shareholders will sell our shares at $0.05 per share until our shares are quoted on the OTC Bulletin Board, and thereafter at prevailing market prices or privately negotiated prices. We cannot ensure that our shares will be quoted on the OTC Bulletin Board. We determined this offering price based upon the price of the last sale of our common stock to investors.
     
Terms of the Offering   The selling shareholders will determine when and how they will sell the common stock offered in this prospectus.
     
Termination of the Offering   The offering will conclude when all of the 1,700,000 shares of common stock have been sold, the shares no longer need to be registered to be sold or we decide to terminate the registration of the shares.
     
Securities Issued and to be Issued   4,700,000 shares of our common stock are issued and outstanding as of the date of this prospectus. All of the common stock to be sold under this prospectus will be sold by existing shareholders.
     
Use of Proceeds   We will not receive any proceeds from the sale of the common stock by the selling shareholders.


Summary Financial Information

Balance Sheet

    July 31, 2007     October 31, 2007  
    (audited)     (unaudited)  
Cash $ 21,641        
Total Assets $ 21,641        
Liabilities $  1,500        
Total Stockholders’ Equity $ 20,141        

Statement of Operations

From Incorporation on      
February 9, 2007 to October 31, 2007      
(unaudited)      
       
Revenue $ 0  
Net Loss and Deficit   ($9,059 )

Risk Factors

An investment in our common stock involves a high degree of risk. The following is a discussion of all of the material risks relating to the offering and our business. You should carefully consider the risks described below and the other information in this prospectus before investing in our common stock. If any of the following risks occur, our business, operating results and financial condition could be seriously harmed. The trading price of our common stock could decline due to any of these risks, and you may lose all or part of your investment.

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

Our current operating funds are less than necessary to complete all intended exploration of the Vic Vein Mining claim, and therefore we will need to obtain additional financing in order to complete our business plan. We currently do not have any operations and we have no income. As well, we will not receive any funds from this registration.

Our business plan calls for significant expenses in connection with the exploration of the Vic Vein claim. While we have sufficient funds to conduct initial exploration on the claim, we will need additional funds to complete any additional recommended exploration. Even after completing initial exploration, we will not know if we have a commercially viable mineral deposit.

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

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

We have not yet commenced exploration on the Vic Vein Mining claim. Accordingly, we have no way to evaluate the likelihood that our business will be successful. We were incorporated on February 9, 2007 and to date have been involved primarily in organizational activities and the acquisition of an interest in the Vic Vein claim. We have not earned any revenues as of the date of this prospectus. Potential investors should be aware of the difficulties normally encountered by new mineral exploration companies and the high rate of failure of such enterprises. The likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the exploration of the mineral properties that we plan to


undertake. These potential problems include, but are not limited to, unanticipated problems relating to exploration, and additional costs and expenses that may exceed current estimates.

Prior to completion of our exploration stage, we anticipate that we will incur increased operating expenses without realizing any revenues. We therefore expect to incur significant losses into the foreseeable future. We recognize that if we are unable to generate significant revenues from development of the Vic Vein Mining claim and the production of minerals from the claim, we will not be able to earn profits or continue operations.

There is no history upon which to base any assumption as to the likelihood that we will prove successful, and it is doubtful that we will generate any operating revenues or ever achieve profitable operations. If we are unsuccessful in addressing these risks, our business will most likely fail.

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

The search for valuable minerals as a business is extremely risky. The likelihood of our mineral claim containing economic mineralization or reserves of gold is extremely remote. Exploration for minerals is a speculative venture necessarily involving substantial risk. In all probability, the Vic Vein claim does not contain any reserves and funds that we spend on exploration will be lost. As well, problems such as unusual or unexpected formations and other conditions are involved in mineral exploration and often result in unsuccessful exploration efforts. In such a case, we would be unable to complete our business plan.

Because our continuation as a going concern is in doubt, we will be forced to cease business operations unless we can generate profit in the future.

The report of our independent accountant to our audited financial statements for the period ended July 31, 2007 indicates that there are a number of factors that raise substantial doubt about our ability to continue as a going concern. Such factors identified in the report are that we have no source of revenue and our dependence upon obtaining adequate financing. If we are not able to continue as a going concern, it is likely investors will lose all of their investment.

Because of the inherent dangers involved in mineral exploration, there is a risk that we may incur liability or damages, which could hurt our financial position and possibly result in the failure of our business.

The search for valuable minerals involves numerous hazards. As a result, we may become subject to liability for such hazards, including pollution, cave-ins and other hazards against which we cannot insure or against which we may elect not to insure. The payment of such liabilities may have a material adverse effect on our financial position.

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

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

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

Our president, Mr. Raffi Khorchidian, intends to devote approximately 30% of his business time


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

If a market for our common stock does not develop, shareholders may be unable to sell their shares and will incur losses as a result.

There is currently no market for our common stock and no certainty that a market will develop. We currently plan to apply for listing of our common stock on the over the counter bulletin board upon the effectiveness of the registration statement, of which this prospectus forms a part. Our shares may never trade on the bulletin board. If no market is ever developed for our shares, it will be difficult for shareholders to sell their stock. In such a case, shareholders may find that they are unable to achieve benefits from their investment.

A purchaser is purchasing penny stock which limits his or her ability to sell the stock.

The shares offered by this prospectus constitute penny stock under the Exchange Act. The shares will remain penny stock for the foreseeable future. The classification of penny stock makes it more difficult for a broker-dealer to sell the stock into a secondary market, thus limiting investment liquidity. Any broker-dealer engaged by the purchaser for the purpose of selling his or her shares in our company will be subject to rules 15g-1 through 15g-10 of the Exchange Act. Rather than creating a need to comply with those rules, some broker-dealers will refuse to attempt to sell penny stock.

Forward-Looking Statements

This prospectus contains forward-looking statements that involve risks and uncertainties. We use words such as anticipate, believe, plan, expect, future, intend and similar expressions to identify such forward-looking statements. You should not place too much reliance on these forward-looking statements. Our actual results may differ materially from those anticipated in these forward-looking statements for many reasons, including the risks faced by us described in the “Risk Factors” section and elsewhere in this prospectus.

Use Of Proceeds

We will not receive any proceeds from the sale of the common stock offered through this prospectus by the selling shareholders.

Determination Of Offering Price

The selling shareholders will sell our shares at $0.05 per share until our shares are quoted on the OTC Bulletin Board, and thereafter at prevailing market prices or privately negotiated prices. We cannot ensure that our shares will be quoted on the OTC Bulletin Board. We determined this offering price, based upon the price of the last sale of our common stock to investors.

Dilution

The common stock to be sold by the selling shareholders is common stock that is currently issued and outstanding. Accordingly, there will be no dilution to our existing shareholders.

Selling Security Holders

The selling shareholders named in this prospectus are offering all of the 1,700,000 shares of common stock offered through this prospectus. These shares were acquired from us in private


placements that were exempt from registration under Regulation S of the Securities Act of 1933. The shares include the following:

  1. 1,200,000 shares of our common stock that the selling shareholders acquired from us in an offering that was exempt from registration under Regulation S of the Securities Act of 1933 and was completed on March 14, 2007;
     
  2. 500,000 shares of our common stock that the selling shareholders acquired from us in an offering that was exempt from registration under Regulation S of the Securities Act of 1933 and was completed on April 26, 2007;

The following table provides as of the date of this prospectus, information regarding the beneficial ownership of our common stock held by each of the selling shareholders, including:

  1. the number of shares owned by each prior to this offering;
     
  2. the total number of shares that are to be offered for each;
     
  3. the total number of shares that will be owned by each upon completion of the offering; and
     
  4. the percentage owned by each upon completion of the offering.

Name of Selling Stockholder Shares Owned Prior to this Offering Total Number of Shares to be Offered for Selling Shareholders Account Total Shares Owned Upon Completion of this Offering Percent Owned Upon Completion of this Offering
Patricia Comeau
5569 Keith St
Burnaby,BC V5J 3C4

200,000

200,000

Nil

Nil
Ophelia Sahakian
4127 Virginia Cr.
North Vancouver,BC V7R 3Z7

200,000

200,000

Nil

Nil
Leon Khorchidian
#811-828 Howe St.
Vancouver,BC V6Z 2X2

200,000

200,000

Nil

Nil
Vartouhy Khorchidian
10550-154A St.
Surrey,BC

200,000

200,000

Nil

Nil
Alan Sahakian
919 Broadview Dr.
North Vancouver,BC V7H 2E9

200,000

200,000

Nil

Nil
Taline Giragosian
1127 Carnaby Place
North Vancouver,BC V7H 2A2

200,000

200,000

Nil

Nil
Rob Oslic
11380 Surrey Road
Surrey,BC V3R 5T3

20,000

20,000

Nil

Nil
Henry Peters
2224 Petrie Ct.
Coquitlam,BC V3K 6E7

20,000

20,000

Nil

Nil
Jack Khorchidian
335 E. 26 th St.
North Vancouver,BC

20,000

20,000

Nil

Nil



Laura Corinne Oslic
11380 Surrey RD
Surrey,BC V3R 5T3

20,000

20,000

Nil

Nil
Jim Platis
8860 Bairdmore Cres
Richmond,BC V7C 1M7

20,000

20,000

Nil

Nil
Loutfig Demirjian
BST-919 Broadview Drive
North Vancouver,BC V7M 2E9

20,000

20,000

Nil

Nil
Raffi Donabedian
8191 Fairbrook Cr.
Richmond,BC V7C 1Z2

20,000

20,000

Nil

Nil
Garine Demirdjian
919 Broadview Dr.
North Vancouver,BC V7H 2E9

20,000

20,000

Nil

Nil
Patty Yeterian
3002 W. King Edward Ave.
Vancouver,BC V6L 1V3

20,000

20,000

Nil

Nil
Jean Jacques Donabedian
8191 Fairbrook Cres.
Richmond,BC V7C 1Z2

20,000

20,000

Nil

Nil
Zare Giragosian
1127 Carnaby Place
North Vancouver,BC V7H 2A2

20,000

20,000

Nil

Nil
Dick Lau
#1026-470 Granville st.
Vancouver,BC V6C 1V5

20,000

20,000

Nil

Nil
Bobbie Brockelmann
2224 Petrie Cre
Coquitlam,BC V3K 6E7

20,000

20,000

Nil

Nil
Sossi Dakessian
BST-919 Broadview Drive
North Vancouver,BC


20,000


20,000


Nil


Nil
Vahik Sahakian
4127 Virginia Cr.
North Vancouver,BC V7R 3Z7

20,000

20,000

Nil

Nil
Remon Jubran
103-10698 151 A st.
Surrey,BC V3R 8T5

20,000

20,000

Nil

Nil
John Arabatlian
18515 56A Ave
Surrey,BC V3S 8J3

20,000

20,000

Nil

Nil
Tamar Demirdjian
919 Broadview Dr.
North Vancouver,BC V7H 2E9

20,000

20,000

Nil

Nil
Marcello Leone
6387 Churchhill Street
Vancouver,BC V6M 3H8

20,000

20,000

Nil

Nil
Carla G. Leone
6387 Churchhill St.
Vancouver,BC V6M 3H8

20,000

20,000

Nil

Nil
Kevin White
6-9339 Alberta Rd.
Richmond,BC V6Y 4E3

20,000

20,000

Nil

Nil



Sean Comeau
1401-1050 Burrard st.
Vancouver,BC

20,000

20,000

Nil

Nil
Rob Harris
706-3771 Bartlett Court
Burnaby,BC

20,000

20,000

Nil

Nil
Randall Andrus
4720 Woodley Dr.
West Vancouver, BC V7S 3A1

20,000

20,000

Nil

Nil
Aghavne Sahakian
919 Broadview Dr.
North Vancouver,BC V7H 2E9

20,000

20,000

Nil

Nil

Each of the above shareholders beneficially owns and has sole voting and investment over all shares or rights to the shares registered in his or her name. The numbers in this table assume that none of the selling shareholders sells shares of common stock not being offered in this prospectus or purchases additional shares of common stock, and assumes that all shares offered are sold. The percentages are based on 1,700,000 shares of common stock outstanding on the date of this prospectus.

None of the selling shareholders:

  (1) has had a material relationship with us other than as a shareholder at any time within the past three years;
     
  (2) has ever been one of our officers or directors; or
     
  (3) is a broker-dealer or affiliate of a broker dealer.

Plan Of Distribution

The selling shareholders may sell some or all of their common stock in one or more transactions, including block transactions. Such sales may occur in private transactions arranged by each selling shareholder in accordance with resale exemptions in applicable jurisdictions or through the facilities of the OTC Bulletin Board, if we successfully obtain a quotation for our stock, of which there is no guarantee.

The selling shareholders will sell our shares at $0.05 per share until our shares are quoted on the OTC Bulletin Board, and thereafter at prevailing market prices or privately negotiated prices. We cannot ensure that our shares will be quoted on the OTC Bulletin Board.

We determined this offering price based upon the price of the last sale of our common stock to investors. This offering price has no relationship to book value. The shares may also be sold in compliance with the Securities and Exchange Commission's Rule 144.

We are bearing all costs relating to the registration of the common stock. The selling shareholders, however, will pay any commissions or other fees payable to brokers or dealers in connection with any sale of the common stock.

The selling shareholders must comply with the requirements of the Securities Act and the Exchange Act in the offer and sale of the common stock. In particular, during such times as the selling shareholders may be deemed to be engaged in a distribution of the common stock, and therefore be considered to be an underwriter, they must comply with applicable law and may, among other things:

  1. Not engage in any stabilization activities in connection with our common stock;



  2. Furnish each broker or dealer through which common stock may be offered, such copies of this prospectus, as amended from time to time, as may be required by such broker or dealer; and
     
  3. Not bid for or purchase any of our securities or attempt to induce any person to purchase any of our securities other than as permitted under the Exchange Act.

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

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

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

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

  1 with bid and offer quotations for the penny stock;
     
  2 details of the compensation of the broker-dealer and its salesperson in the transaction;
     
  3 the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and
     
  4 monthly account statements showing the market value of each penny stock held in the customer's account.

In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement. These disclosure requirements will have the effect of reducing the trading activity in the secondary market for our stock because it will be subject to these penny stock rules. Therefore, stockholders may have difficulty selling those securities.

Description Of Securities

General

Our authorized capital stock consists of 75,000,000 shares of common stock at a par value of $0.001 per share.


Common Stock

As of February 19, 2007, there were 4,700,000 shares of our common stock issued and outstanding that are held by 32 stockholders of record. Holders of our common stock are entitled to one vote for each share on all matters submitted to a stockholder vote. Holders of common stock do not have cumulative voting rights. Therefore, holders of a majority of the shares of common stock voting for the election of directors can elect all of the directors. Two persons present and being, or representing by proxy, shareholders are necessary to constitute a quorum at any meeting of our stockholders. A vote by the holders of a majority of our outstanding shares is required to effectuate certain fundamental corporate changes such as liquidation, merger or an amendment to our articles of incorporation.

Holders of common stock are entitled to share in all dividends that the board of directors, in its discretion, declares from legally available funds. In the event of a liquidation, dissolution or winding up, each outstanding share entitles its holder to participate pro rata in all assets that remain after payment of liabilities and after providing for each class of stock, if any, having preference over the common stock.

Holders of our common stock have no pre-emptive rights, no conversion rights and there are no redemption provisions applicable to our common stock.

Preferred Stock

We do not have an authorized class of preferred stock.

Dividend Policy

We have never declared or paid any cash dividends on our common stock. We currently intend to retain future earnings, if any, to finance the expansion of our business. As a result, we do not anticipate paying any cash dividends in the foreseeable future.

Share Purchase Warrants

We have not issued and do not have outstanding any warrants to purchase shares of our common stock.

Options

We have not issued and do not have outstanding any options to purchase shares of our common stock.

Convertible Securities

We have not issued and do not have outstanding any securities convertible into shares of our common stock or any rights convertible or exchangeable into shares of our common stock.

Interests Of Named Experts And Counsel

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


The financial statements included in this prospectus and the registration statement have been audited by K.R. Margetson Ltd., Chartered Accountant, to the extent and for the periods set forth in their report appearing elsewhere in this document and in the registration statement filed with the SEC, and are included in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.

Description Of Business

We intend to commence operations as an exploration stage company. We will be engaged in the acquisition and exploration of mineral properties with a view to exploiting any mineral deposits we discover. We own a 100% interest in one mineral claim known as the Vic Vein Mining claim is located approximately 250 km west of Williams Lake, British Columbia, Canada. We purchased this claim from 1698727 Ontario Inc.

There is no assurance that a commercially viable mineral deposit exists on the Vic Vein claim. We do not have any current plans to acquire interests in additional mineral properties, though we may consider such acquisitions in the future.

Mineral property exploration is typically conducted in phases. Each subsequent phase of exploration work is recommended by a geologist based on the results from the most recent phase of exploration. We have not yet commenced the initial phase of exploration on the Vic Vein Mining claim. Once we have completed each phase of exploration, we will make a decision as to whether or not we proceed with each successive phase based upon the analysis of the results of that program. Our director will make this decision based upon the recommendations of the independent geologist who oversees the program and records the results.

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

Even if we complete our proposed exploration programs on the Vic Vein claim and we are successful in identifying a mineral deposit, we will have to spend substantial funds on further drilling and engineering studies before we will know if we have a commercially viable mineral deposit.

Vic Vein Mining claim Purchase

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

Description, Location and Access

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

Climate and Topography

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


Title to the Vic Vein Mining claim

The Vic Vein Mining claim consists of two mineral claims. A “mineral claim” refers to a specific section of land over which a title holder owns rights to explore the ground and subsurface, and extract minerals.

Claims details are as follows:

Claim Name Record Number Expiry Date
---------------- ---------------------- ----------------
Victoria Mining Claim 561213 June 26, 2008
Victoria Mining Claim 561217 June 26, 2008

Property Geology and Mineralization

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

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

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

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

Exploration History

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

Geological Report

We have obtained a geological report on the Vic Vein Mining claim that was prepared by Amanda Tremblay. Ms. Tremblay has an Honors Bachelor of Science degree in Geology from Queens University.

The geological report summarizes details concerning the Vic vein claim and makes a recommendation for further exploration work.

Based on her review of geological information relating to the Vic Vein Mining claim, Ms. Tremblay recommends an initial exploration program on the property consisting of grid emplacement, concentrated geological mapping and sampling, geophysical surveys and an initial drill hole.

Grid emplacement involves dividing the claims area into subsections in order to aid the plotting of exploration data.


Mapping involves plotting previous exploration data relating to a property on a map in order to determine the best property locations to conduct subsequent exploration work. Sampling consists of a geologist gathering pieces of rock or soil for mineral testing because they appear to contain valuable mineralization.

Geophysical surveying is the search for mineral deposits by measuring the physical property of near-surface rocks, and looking for unusual responses caused by the presence of mineralization. Electrical, magnetic, gravitational, seismic and radioactive properties are the ones most commonly measured. Geophysical surveys are applied in situations where there is insufficient information obtainable from the property surface to allow informed opinions concerning the merit of properties.

Drilling involves extracting a long cylinder of rock from the ground to determine amounts of metals at different depths. Pieces of the rock obtained, known as drill core, are analyzed for mineral content.

Compliance with Government Regulation

We will be required to comply with all regulations, rules and directives of governmental authorities and agencies applicable to the exploration of minerals in Canada generally, and in British Columbia specifically.

We will have to sustain the cost of reclamation and environmental mediation for all exploration and development work undertaken. The amount of these costs is not known at this time as we do not know the extent of the exploration program that will be undertaken beyond completion of the currently planned work programs. Because there is presently no information on the size, tenor, or quality of any resource or reserve at this time, it is impossible to assess the impact of any capital expenditures on earnings or our competitive position in the event a potentially economic deposit is discovered.

If we enter into production, the cost of complying with permit and regulatory environment laws will be greater than in the exploration phases because the impact on the project area is greater. Permits and regulations will control all aspects of any production program if the project continues to that stage because of the potential impact on the environment. Examples of regulatory requirements include:

  • Water discharge will have to meet water standards;

  • Dust generation will have to be minimal or otherwise re-mediated;

  • Dumping of material on the surface will have to be re-contoured and re- vegetated;

  • An assessment of all material to be left on the surface will need to be environmentally benign;

  • Ground water will have to be monitored for any potential contaminants;

  • The socio-economic impact of the project will have to be evaluated and if deemed negative, will have to be re-mediated; and

  • There will have to be an impact report of the work on the local fauna and flora.

Because there will not be any appreciable disturbance to the land during the phase one and two


exploration programs on the Vic Vein claim, we will not have to seek any government approvals prior to conducting exploration.

Employees

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

Research and Development Expenditures

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

Subsidiaries

We do not have any subsidiaries.

Patents and Trademarks

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

Reports to Security Holders

Although we are not required to deliver a copy of our annual report to our security holders, we will voluntarily send a copy of our annual report, including audited financial statements, to any registered shareholder who requests it. We will not be a reporting issuer with the Securities and Exchange Commission until our registration statement on Form S-1 is declared effective.

We have filed a registration statement on Form S-1, under the Securities Act of 1933, with the Securities and Exchange Commission with respect to the shares of our common stock offered through this prospectus. This prospectus is filed as a part of that registration statement, but does not contain all of the information contained in the registration statement and exhibits. Statements made in the registration statement are summaries of the material terms of the referenced contracts, agreements or documents of the company. We refer you to our registration statement and each exhibit attached to it for a more detailed description of matters involving the company, and the statements we have made in this prospectus are qualified in their entirety by reference to these additional materials. You may inspect the registration statement, exhibits and schedules filed with the Securities and Exchange Commission at the Commission's principal office in Washington, D.C. Copies of all or any part of the registration statement may be obtained from the Public Reference Section of the Securities and Exchange Commission, 100 F Street NE, Washington, D.C. 20549. Please call the Commission at 1-800-SEC-0330 for further information on the operation of the public reference rooms. The Securities and Exchange Commission also maintains a web site at http://www.sec.gov that contains reports, proxy statements and information regarding registrants that file electronically with the Commission. This site contains information statements and other information regarding issuers that file electronically with the Commission. Our registration statement and the referenced exhibits can also be found on this site.

Description Of Property

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

Legal Proceedings

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


Market For Common Equity And Related Stockholder Matters

No Public Market for Common Stock

There is presently no public market for our common stock. We anticipate applying for trading of our common stock on the over the counter bulletin board upon the effectiveness of the registration statement of which this prospectus forms a part. However, we can provide no assurance that our shares will be traded on the bulletin board or, if traded, that a public market will materialize.

Stockholders of Our Common Shares

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

Rule 144 Shares

A total of 3,000,000 shares of our common stock are available for resale to the public in accordance with the volume and trading limitations of Rule 144 of the Act. In general, under Rule 144 as currently in effect, a person who has beneficially owned shares of a company's common stock for at least six months, provided that the company has been subject to the reporting requirements of the Securities Act of 1934 for a minimum of 90 days, is entitled to sell within any three month period a number of shares that does not exceed the greater of:

  1. 1% of the number of shares of the company's common stock then outstanding which, in our case, will equal 47,000 shares as of the date of this prospectus; or
     
  2. the average weekly trading volume of the company's common stock during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale.

Sales under Rule 144 are also subject to manner of sale provisions and notice requirements and to the availability of current public information about the company.

Under Rule 144(k), a person who is not one of the company's affiliates at any time during the three months preceding a sale, and who has beneficially owned the shares proposed to be sold for at least two years, is entitled to sell shares without complying with the manner of sale, public information, volume limitation or notice provisions of Rule 144.

As of the date of this prospectus, persons who are our affiliates hold all of the 3,000,000 shares that may be sold pursuant to Rule 144.

Registration Rights

We have not granted registration rights to the selling shareholders or to any other persons.

Dividends

There are no restrictions in our articles of incorporation or bylaws that prevent us from declaring dividends. The Nevada Revised Statutes, however, do prohibit us from declaring dividends where, after giving effect to the distribution of the dividend:

  1. we would not be able to pay our debts as they become due in the usual course of business; or
     
  2. our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving the distribution.


We have not declared any dividends, and we do not plan to declare any dividends in the foreseeable future.

Financial Statements

Index to Financial Statements :

  1. Report of Independent Registered Public Accounting Firm;
     
  2. Audited financial statements for the period ending July 31, 2007 and unaudited interim financial statements for the period ending October 31, 2007 including:

  a. Balance Sheet;
     
  b. Statement of Operation;
     
  c. Statement of Stockholders’ Equity;
     
  d. Statement of Cash Flows; and
     
  e. Notes to Financial Statements


 

 

 

 

ATLANTIC RESOURCES INC.

(An Exploration Stage Company)

FINANCIAL STATEMENTS

July 31, 2007






K. R. M ARGETSON LTD.

C HARTERED A CCOUNTANT

 

 





REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM




To the Stockholders,

Atlantic Resources Inc.


We have audited the accompanying balance sheet of Atlantic Resources Inc. (An Exploration Stage Company) as of July 31, 2007 and the related statements of operations, stockholders' equity and cash flows for the period from February 9, 2007 (Date of Inception) to July 31 2007.  These financial statements are the responsibility of the Company's management.  Our responsibility is to express an opinion on these financial statements based on our audit.


We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States of America).  Those standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement.  An audit includes examining on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audit provides a reasonable basis for our opinion.


In our opinion, these financial statements present fairly, in all material respects, the financial position of the Company as of July 31, 2007 and the results of its operations and its cash flows for period from February 9, 2007 (Date of Inception) to July 31, 2007 in conformity with accounting principles generally accepted in the United States of America.


The accompanying financial statements have been prepared using accounting principles generally accepted in the Unites States of America assuming that the Company will continue as a going concern.  As discussed in Note 2 to the financial statements, the Company is an exploration stage company and has yet to commence operations, which raises substantial doubt about its ability to continue as a going concern.  Management’s plans in regard to their planned financing and other matters are also described in Note 2.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.




Sechelt, Canada

K. R. M ARGETSON LTD.”

November 24, 2007

Chartered Accountant   


PO BOX 45, 5588 INLET AVENUE

TELEPHONE: 604-885-2810   NE:  604-885-2810

SECHELT, BC V0N 3A0

FACSIMILE:  604-885-2834

CANADA

E-MAIL:  keith@krmargetson.com





ATLANTIC RESOURCES INC.
(An Exploration Stage Company)
BALANCE SHEET
July 31, 2007

ASSETS
 
Current      
     Cash and cash equivalents $ 21,641  
 
Total Assets $ 21,641  
 
 
 
LIABILITIES
 
Current      
     Accounts payable and accrued liabilities – Note 4 $ 1,000  
     Due to related party – Note 5   500  
 
Total Liabilities $ 1,500  
 
 
STOCKHOLDERS’ EQUITY
 
Capital Stock – Note 7      
   Authorized:      
           70,000,000 common shares with a par value of $.001      
     Issued and outstanding      
             4,700,000 common shares $ 4,700  
Additional paid in capital   24,500  
Deficit accumulated during exploration stage   ( 9,059 )
 
Total Stockholders’ Equity $ 20,141  
 
Total Liabilities and Stockholders’ Equity $ 21,641  

Going Concern – Note 2

SEE ACCOMPANYING NOTES

1


ATLANTIC RESOURCES INC.
(An Exploration Stage Company)
STATEMENT OF OPERATIONS
for the period from February 9, 2007
(Date of Inception)
to July 31, 2007

    Accumulated for  
    the period from  
    February 9, 2007  
    (Date of Inception) to  
    July 31, 2007  
 
Expenses      
     Geological, mineral and prospect costs  $ 7,500  
     General and administrative   59  
     Incorporation costs   500  
     Professional fees   1,000  
 
 
Net loss for the period $ ( 9,059 )
 
 
Basic and fully diluted net loss per common share   ( .002 )
 
 
Weighted average common shares outstanding   3,708,140  

SEE ACCOMPANYING NOTES

2


ATLANTIC RESOURCES INC.
(An Exploration Stage Company)
STATEMENT OF CASH FLOWS
for the period from February 9, 2007
(Date of Inception)
to July 31, 2007

    Accumulated for  
    the period from  
    February 9, 2007  
    (Date of Inception) to  
    July 31, 2007  
 
 
Operating Activities      
     Net loss for the period ( 9,059 )
     Cash provided by (used in) changes in operating assets and      
     liabilities      
          Accounts payable and accrued liabilities   1,000  
 
 
Net cash provided by (used in) Operating Activities   ( 8,059 )
 
 
Financing Activities      
     Advance from related party   500  
     Common stock issued for cash   29,200  
 
Net cash proved by Financing Activities   29,700  
 
 
Increase in cash and cash equivalents during the period   21,641  
Cash and cash equivalents, beginning of the period   --  
 
 
Cash and cash equivalents, end of the period 21,641  
 
 
 
 
Supplemented disclosure of cash flow      
information:      
     Cash paid for:      
         Interest $ ----  
 
         Income taxes $ ----  

SEE ACCOMPANYING NOTES

3


ATLANTIC RESOURCES INC.
(An Exploration Stage Company)
STATEMENT OF
STOCKHOLDERS’ EQUITY
for the period from February 9, 2007
(Date of Inception)
to July 31, 2007

                Additional                
    Common Stock   Paid -in     Accumulated          
    Shares     Amount       Capital     Deficit       Total  
 
 
Balance, February 9, 2007   -- $   --   --   $   --      $ --  
 
Shares issued for $.001 March   3,000,000                            
12, 2007         3,000     --     --       3,000  
Shares issued for $.001 March                                
14, 2007   1,200,000     1,200     --     --       1,200  
Shares issued for $.05 April 26,                                
2007   500,000     500     24,500     --       25,000  
Net loss for the period ended                                
July 31, 2007   --     --     --     ( 9,059 )     ( 9,059 )
 
Balance, July 31, 2007   4,700,000   $   4,700   $   24,500    $ (9,059 )   $   20,141  

SEE ACCOMPANYING NOTES

4





ATLANTIC RESOURCES INC.

(An Exploration Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

July 31, 2007


Note 1

Operations


The Company was incorporated in the State of Nevada on February 9, 2007 and is in the exploration stage.  The Company has acquired a mineral property located in the Province of British Columbia, Canada, and has not yet determined whether this property contains reserves that are economically recoverable.  The recoverability of amounts from the property will be dependent upon the discovery of economically recoverable reserves, confirmation of the Company’s interest in the underlying property, the ability of the Company to obtain necessary financing to satisfy expenditure requirements and to complete the development of the property and upon future profitable production or proceeds from the sale thereof..


The Company has adopted July 31as its fiscal year end.


Note 2

Summary of Significant Accounting Policies


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


Accounting Methods


The Company’s financial statements are prepared using the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America.


Going Concern


These financial statements have been prepared on the going concern basis, which presumes that the Company will continue operations for the foreseeable future and will be able to realize assets and discharge liabilities in the normal course of business. The Company has accumulated a deficit of $9,059 since inception, has yet to achieve profitable operations and further losses are anticipated in the development of its business, raising substantial doubt about the Company’s ability to continue as a going concern.  Its ability to continue as a going concern is dependent upon the ability of the Company to generate profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due.  These financial statements do not reflect the adjustments or reclassifications to the assets and liabilities which would be necessary if the Company was unable to continue its operations.  Management anticipates that additional funding will be in the form of equity financing from the sale of common stock.  Management may also seek to obtain short-term loans from the directors of the Company.  There are no current arrangements in place for equity funding or short-term loans.


Revenue Recognition


The Company recognizes revenue when minerals are delivered to the purchaser.







Atlantic Resources Inc.

(An Exploration Stage Company)

Notes to the Financial Statements

July 31, 2007



Note 2

Summary of Significant Accounting Policies – (cont’d)


Use of Estimates


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


Cash Equivalents


Cash equivalents are defined as highly liquid securities with maturities of three months or less.  


Mineral Property Costs


Mineral property acquisition, exploration and development costs are expensed as incurred until such time as economic reserves are quantified.  From that time forward, the Company will capitalize all costs to the extent that future cosh flows from mineral reserves equal or exceed the costs deferred.  The deferred costs will be amortized over the recoverable reserves when a property reaches commercial production.  Costs related to site restoration programs will be accrued over the life of the project.  To date, the Company has not established any proven reserves on its mineral property.


Basic and Diluted Loss Per Share


The Company reports basic loss per share in accordance with Statement of Financial Accounting Standards No. 128, “Earnings Per Share” and International Accounting Standards IAS 33.  Basic loss per share is computed using the weighted average number of shares outstanding during the period (year).  Diluted earning’s per share includes the potentially dilutive effect of outstanding common stock options and warrants which are convertible to common shares.


Income Taxes


The Company follows Statement of Financial Accounting Standards No. 109, “Accounting for Income Taxes” (“FAS 109”) which requires the use of the asset and liability method of accounting for income taxes.  Under the asset and liability method of FAS 109, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statements carrying amounts of existing assets and liabilities and loss carryforwards and their respective tax bases.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which those temporary differences are expected to be recovered or settled.


Environmental Costs


Environmental expenditures that relate to current operations are expensed or capitalized as appropriate.  Expenditures that relate to an existing condition caused by past operations, and which do not contribute to current or future revenue generation, are expensed.  Liabilities are recorded






Atlantic Resources Inc.

(An Exploration Stage Company)

Notes to the Financial Statements

July 31, 2007



Note 2

Summary of Significant Accounting Policies – (cont’d)


Environmental Costs – (cont’d)


Liabilities are recorded when environmental assessments and/or remedial efforts are probable, and the cost can be reasonably estimated.  Generally, the timing of these accruals coincides with the earlier of:


i)

completion of a feasibility study; or


ii)

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


Financial Instruments


The carrying value of the Company’s financial instruments, consisting of cash and cash equivalents, accounts payable and accrued liabilities and related party payable, approximate their fair value due to the short-term maturity of such instruments.  Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest or credit risks arising from these financial instruments.


Derivative Instruments

The Financial Accounting Standards Board issued Statement of Financial Accounting Standards (“SFAS”) No. 133, “Accounting for Derivative Instruments and Hedging Activities,” as amended by SFAS No. 137, “Accounting for Derivative Instruments and Hedging Activities – Deferral of the Effective Date of FASB No. 133”, SFAS No. 138, “Accounting for Certain Derivative Instruments and Certain Hedging Activities”, and SFAS No. 149, “Amendment of Statement 133 on Derivative Instruments and Hedging Activities”,  which is effective for the Company as of its inception.  These statements establish accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities.  They require that an entity recognize all derivatives as either assets or liabilities in the balance sheet and measure those instruments at fair value.

If certain conditions are met, a derivative may be specifically designated as a hedge, the objective of which is to match the timing of gain or loss recognition on the hedging derivative with the recognition of (i) the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk or (ii) the earnings effect of the hedged forecasted transaction. For a derivative not designated as a hedging instrument, the gain or loss is recognized in income in the period of change.  The Company has not entered into derivatives contracts to hedge existing risks or for speculative purposes.


Cash and Currency Risks

The Company incurs expenditures in Canadian and U.S. dollars. Consequently, some assets and liabilities are exposed to Canadian dollar foreign currency fluctuations.  As at July 31, 2007, there were no amounts denominated in Canadian dollars included in the financial statements. The Company has cash balances at well-known financial institutions.  Balances in U.S. dollars at Canadian institutions are not protected by insurance and are therefore subject to deposit risk.  As at July 31, 2007 all cash and equivalents represented cash at Canadian financial institutions.



Atlantic Resources Inc.

(An Exploration Stage Company)

Notes to the Financial Statements

July 31, 2007



Note 2

Summary of Significant Accounting Policies – (cont’d)


Foreign Currency Translations


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


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


Recent Accounting Pronouncements


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


Note 3

Mineral Property


On April 18 2007, the Company purchased a mineral claim in the Province of British Columbia for $7,500.  The claim will expire on June 26, 2008 unless the Company carries out assessment procedures as required by government.


Note 4

Accounts Payable and Accrued Liabilities


 

Accrued professional fees payable


$

1,000

 

 

 




Note 5

Due to related party


The account represents company costs paid for by a major shareholder and director.  There is no interest or stated terms of repayment.



Note 6

Income Taxes


The impact of differences between the Company’s reported income tax provision on operating income and the benefit that would otherwise result from the application of statutory rates is noted below.  As management cannot determine that it is more likely than not that the Company will realize the benefit of the net deferred tax asset, a valuation allowance equal to the net deferred tax asset has been recorded.






Atlantic Resources Inc.

(An Exploration Stage Company)

Notes to the Financial Statements

July 31, 2007



Note 6

Income Taxes  - (cont’d)


Income tax recovery at the statutory rate of 34.1% $ 3,089  
Permanent difference   43  
Timing difference of incorporation cost   162  
Valuation allowance   ( 3,294 )
   
 
Net income tax benefit $ ---  

As at July 2007, the net deferred tax asset is as follows      
 
  Deferred tax assets      
      Net operating loss carried forward of $9,658
$
3,294  
Less valuation allowance   ( 3,294 )
 
 
$
---  

 

Under normal circumstances the ability to apply the tax loss of $9,658 will expire in 2027.


Note 7

Capital Stock


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


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


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


There are no shares subject to options, warrants or other agreements as at July 31, 2007.





ATLANTIC RESOURCES INC.

(An Exploration Stage Company)

FINANCIAL STATEMENTS

October 31, 2007





ATLANTIC RESOURCES INC.
(An Exploration Stage Company)
INTERIM BALANCE SHEET
October 31, 2007 and July 31, 2007

    October 31     July 31  
    2007     2007  
ASSETS            
 
Current            
       Cash and cash equivalents $ 21,622   $ 21,641  
 
Total Assets $ 21,622   $ 21,641  
 
LIABILITIES            
 
Current            
       Accounts payable and accrued liabilities – Note 5 $ 1,000   $ 1,000  
       Due to related party – Note 6   500     500  
 
Total Liabilities $ 1 ,500   $ 1,500  
 
STOCKHOLDERS’ EQUITY            
 
Capital stock – Note 7            
         Authorized            
                   70,000,000 common shares, par value $0.001            
       Issued and outstanding            
                   4,700,000 common shares   4,700     4,700  
Additional paid-in capital   24,500     24,500  
Deficit, accumulated during the exploration stage   (9,078 )   (9,059 )
 
Total Stockholders’ Equity   20,122     20,141  
 
Total Liabilities and Stockholders’ Equity $ 21,622   $ 21,641  

Going Concern – Note 3

SEE ACCOMPANYING NOTES

1


ATLANTIC RESOURCES INC.
(An Exploration Stage Company)
INTERIM STATEMENT OF OPERATIONS
for the three months ended October 31, 2007
and for the period from February 9, 2007 (Date of Inception)
to October 31, 2007

          Accumulated for  
          the Period from  
          February 9, 2007  
          (Date of  
    Three months     Inception)  
    October 31     To October 31  
    2007     2007  
 
Expenses            
     Geological, mineral and prospect costs $ -      $ 7,500  
     General and administrative   19     78  
     Incorporation costs   -     500  
     Professional fees   -     1,000  
 
    19     9,078  
 
Net loss for the period   (19 )    $ (9,078 )
 
 
Basic and diluted earnings per common share      $ (0.000 )    $ (0.000 )
 
 
 
Weighted average common shares outstanding   4,700,000     4,053,788  

SEE ACCOMPANYING NOTES

2


ATLANTIC RESOURCES INC.
(An Exploration Stage Company)
INTERIM STATEMENT OF CASH FLOWS
for the three months ended October 31, 2007
and for the period from February 9, 2007 (Date of Inception)
to October 31, 2007

          Accumulated for  
          the  
          Period from  
          February 9, 2007  
    Three months     (Date of Inception)  
    ended October 31     to October 31  
    2007     2007  
Operating Activities            
       Loss for the period            $ (19 )    $ (9,078 )
       Changes in non-cash working capital items            
                   Accounts payable and accrued liabilities   -     1,000  
Net cash provided by (used in) operating Activities   (19 )   (8,078 )
Financing Activities            
       Advance from related party   -     500  
       Common stock issued for cash   -     29,200  
    -     29,700  
 
Increase (Decrease) In Cash and Cash Equivalents            
During The Period   (19 )   21,622  
Cash and Cash Equivalents, Beginning of Period   21,641     -  
 
Cash and Cash Equivalents, End of Period      $ 21,622      $ 21,622  
 
 
Supplementary disclosure of dash flow information            
       Cash paid for            
                   Interest      $ -      $ -  
                   Income taxes      $ -      $ -  

SEE ACCOMPANYING NOTES

3


ATLANTIC RESOURCES INC.
(An Exploration Stage Company)
INTERIM STATEMENT OF
STOCKHOLDERS’ EQUITY
for the period from February 9, 2007
(Date of Inception)
to October 31, 2007

                Additional              
    Common Stock     Paid-in     Accumulated        
    Shares   Amount        Capital     Deficit     Total  
 
 
Balance, February 9, 2007   --  $ --   $ --   $ --   $ --  
 
Shares issued for $.001 March                              
12, 2007   3,000,000     3,000     --     --     3,000  
Shares issued for $.001 March                              
14, 2007   1,200,000     1,200     --     --     1,200  
Shares issued for $.05 April 26,                              
2007   500,000     500     24,500     --     25,000  
Net loss for the period ended                              
July 31, 2007   --     --     --     ( 9,059 )   ( 9,059 )
 
Balance, July 31, 2007   4,700,000 $ 4,700   $ 24,500   $ (9,059 ) $ 20,141  
Net loss for the 3 month period                              
ended October 31, 2007   --     --     --     ( 19 )   ( 19 )
 
Balance, October 31, 2007   4,700,000   $ 4,700   $ 24,500   $ (9,078 ) $ 20,122  

SEE ACCOMPANYING NOTES

4



ATLANTIC RESOURCES INC.

(An Exploration Stage Company)

NOTES TO THE INTERIM FINANCIAL STATEMENTS

October 31, 2007


Note 1

Operations


The Company was incorporated in the State of Nevada on February 9, 2007 and is in the exploration stage.  The Company has acquired a mineral property located in the Province of British Columbia, Canada, and has not yet determined whether this property contains reserves that are economically recoverable.  The recoverability of amounts from the property will be dependent upon the discovery of economically recoverable reserves, confirmation of the Company’s interest in the underlying property, the ability of the Company to obtain necessary financing to satisfy expenditure requirements and to complete the development of the property and upon future profitable production or proceeds from the sale thereof..


The Company has adopted July 31as its fiscal year end.


Note 2

Interim Reporting


The accompanying unaudited interim consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-QSB of Regulation S-B.  They do not include all information and footnotes required by generally accepted accounting principles for complete financial statements.  In the opinion of management, all adjustments considered necessary for a fair presentation, consisting solely of normal recurring adjustments, have been made.  Operating results for the three months ended October 31, 2007 are not necessarily indicative of the results that may be expected for the year ended July 31, 2008.


Note 3

Summary of Significant Accounting Policies


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


Going Concern


These financial statements have been prepared on the going concern basis, which presumes that the Company will continue operations for the foreseeable future and will be able to realize assets and discharge liabilities in the normal course of business. The Company has accumulated a deficit of $9,078 since inception, has yet to achieve profitable operations and further losses are anticipated in the development of its business, raising substantial doubt about the Company’s ability to continue as a going concern.  Its ability to continue as a going concern is dependent upon the ability of the Company to generate profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due.  These financial statements do not reflect the adjustments or reclassifications to the assets and liabilities which would be necessary if the Company was unable to continue its operations.  Management anticipates that additional funding will be in the form of equity financing from the sale of common stock.  The Company may also seek to obtain short-term loans from the directors of the Company.  There are no current arrangements in place for equity funding or short-term loans.





Atlantic Resources Inc.

(An Exploration Stage Company)

Notes to the Interim Financial Statements

October 31, 2007


Note 3

Summary of Significant Accounting Policies – (cont’d)


Use of Estimates


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


Mineral Property Costs


Mineral property acquisition, exploration and development costs are expensed as incurred until such time as economic reserves are quantified.  From that time forward, the Company will capitalize all costs to the extent that future cosh flows from mineral reserves equal or exceed the costs deferred.  The deferred costs will be amortized over the recoverable reserves when a property reaches commercial production.  Costs related to site restoration programs will be accrued over the life of the project.  To date, the Company has not established any proven reserves on its mineral property.



Note 4

Mineral Property


On April 18 2007, the Company purchased a mineral claim in the Province of British Columbia for $7,500.  The claim will expire on June 26, 2008 unless the Company carries out assessment procedures as required by government.



Note 5

Accounts Payable and Accrued Liabilities


 

Accrued professional fees payable


$

1,000

 

 

 




Note 6

Due to Related Party


The account represents company costs paid by a major shareholder and director.  There is no interest or stated terms of repayment.





Atlantic Resources Inc.

(An Exploration Stage Company)

Notes to the Interim Financial Statements

October 31, 2007


Note 7

Capital Stock


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


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


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


There are no shares subject to options, warrants or other agreements as at October 31, 2007.



 


Plan Of Operations

Our plan of operation for the twelve months following the date of this prospectus is to complete the geologist recommended exploration work on the Vic Vein Mining claim consisting of grid emplacement, concentrated geological mapping and sampling, geophysical surveys and an initial drill hole. We estimate that the cost of this entire program, which we will conduct in phases, will be approximately $50,000.

We intend to commence the initial phase of exploration in the spring of 2008 and anticipate that it will be completed by the summer of 2008, including the interpretation of all data collected. As well, we anticipate spending an additional $15,000 on administrative fees, including fees payable in connection with the filing of this registration statement and complying with reporting obligations. Total expenditures over the next 12 months are therefore expected to be $65,000.

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

Results Of Operations For The Period From Inception Through October 31, 2007

We have not earned any revenues from our incorporation on February 9, 2007 to October 31, 2007. We do not anticipate earning revenues unless we enter into commercial production on the Vic Vein claim, which is doubtful. We have not commenced the exploration stage of our business and can provide no assurance that we will discover economic mineralization on the Vic Vein claim, or if such minerals are discovered, that we will enter into commercial production.

We incurred operating expenses in the amount of $9,059 for the period from our inception on February 9, 2007 to October 31, 2007. These operating expenses were comprised of mineral property acquisition costs of $7,500, legal and accounting fees of $1,000, organizational costs of $500 and office and sundry fees of $59.

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

Changes In And Disagreements With Accountants on Accounting and Financial Disclosure

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

Directors, Executive Officers, Promoters And Control Persons

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

Directors:

Name of Director Age  
Raffi Khorchidian 41  



Executive Officers:      
       .
Name of Officer Age Office  
Raffi Khorchidian 41 President and Chief Executive Officer  

Biographical Information

Set forth below is a brief description of the background and business experience of our executive officer and director for the past five years.

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

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

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

Term of Office

Our director is appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until removed by the board.

Significant Employees

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

Stock Option Grants

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

Consulting Agreements

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

Executive Compensation

Summary Compensation Table

The table below summarizes all compensation awarded to, earned by, or paid to our executive officers by any person for all services rendered in all capacities to us for the fiscal period from our inception on February 9, 2007 to July 31, 2007 and the subsequent period to the date of this prospectus.


Annual Compensation

            Restr Options/ LTP
          Other Stock SARS (#) payouts
Name Title Year Salary Bonus Comp. Awarded   ($)
Raffi President 2008 $0 0 0 0 0 $0
Khorchidian CEO, 2007 $0 0 0 0 0 $0
  Secretary,              
  Treasurer              
  & Director              

Security Ownership Of Certain Beneficial Owners And Management

The following table provides the names and addresses of each person known to us to own more than 5% of our outstanding common stock as of the date of this prospectus, and by the officers and directors, individually and as a group. Except as otherwise indicated, all shares are owned directly.

Title of Class Name of beneficial owner Amount of beneficial ownership Percent of class
Common stock Raffi Khorchidian 3,000,000 63.83%
Common stock All officers and directors as a group that consists of one person 3,000,000 63.83%

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

Certain Relationships And Related Transactions

None of the following parties has, since our date of incorporation, had any material interest, direct or indirect, in any transaction with us or in any presently proposed transaction that has or will materially affect us:

* Any of our directors or officers;
* Any person proposed as a nominee for election as a director;
* Any person who beneficially owns, directly or indirectly, shares carrying more than 10% of the voting rights attached to our outstanding shares of common stock;
* Our promoter, Raffi Khorchidian;
* Any member of the immediate family of any of the foregoing persons.

Disclosure Of Commission Position Of Indemnification For Securities Act Liabilities

Our directors and officers are indemnified as provided by the Nevada Revised Statutes and our Bylaws. These provisions provide that we shall indemnify a director or former director against all expenses incurred by him by reason of him acting in that position. The director may also cause us to indemnify an officer, employee or agent in the same fashion.

We have been advised that in the opinion of the Securities and Exchange Commission


indemnification for liabilities arising under the Securities Act is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities is asserted by one of our directors, officers, or controlling persons in connection with the securities being registered, we will, unless in the opinion of our legal counsel the matter has been settled by controlling precedent, submit the question of whether such indemnification is against public policy to a court of appropriate jurisdiction. We will then be governed by the court's decision.

Until ______________, all dealers that effect transactions in these securities whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealer's obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.


Part II

Information Not Required In The Prospectus

Other Expenses Of Issuance And Distribution

The estimated costs of this offering are as follows:

Securities and Exchange Commission registration fee $  9.10  
Transfer Agent fees $  1,000.00  
Accounting and auditing fees and expenses $  6,500.00  
Legal fees and expenses $  1,500.00  
Edgar filing fees $  1,000.00  
Total $ 10,009.14  

All amounts are estimates other than the Commission's registration fee.

We are paying all expenses of the offering listed above. No portion of these expenses will be borne by the selling shareholders. The selling shareholders, however, will pay any other expenses incurred in selling their common stock, including any brokerage commissions or costs of sale.

Indemnification Of Directors And Officers

Our officers and directors are indemnified as provided by the Nevada Revised Statutes (the “NRS”) and our bylaws.

Under the NRS, director immunity from liability to a company or its shareholders for monetary liabilities applies automatically unless it is specifically limited by a company's articles of incorporation that is not the case with our articles of incorporation. Excepted from that immunity are:

  (1) a willful failure to deal fairly with the company or its shareholders in connection with a matter in which the director has a material conflict of interest;
     
  (2) a violation of criminal law (unless the director had reasonable cause to believe that his or her conduct was lawful or no reasonable cause to believe that his or her conduct was unlawful);
     
  (3) a transaction from which the director derived an improper personal profit; and
     
  (4) willful misconduct.

Our bylaws provide that we will indemnify our directors and officers to the fullest extent not prohibited by Nevada law; provided, however, that we may modify the extent of such indemnification by individual contracts with our directors and officers; and, provided, further, that we shall not be required to indemnify any director or officer in connection with any proceeding (or part thereof) initiated by such person unless:

  (1) such indemnification is expressly required to be made by law;
     
  (2) the proceeding was authorized by our Board of Directors;
     
  (3) such indemnification is provided by us, in our sole discretion, pursuant to the powers vested us under Nevada law; or



  (4) such indemnification is required to be made pursuant to the bylaws.

Our bylaws provide that we will advance all expenses incurred to any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was our director or officer, or is or was serving at our request as a director or executive officer of another company, partnership, joint venture, trust or other enterprise, prior to the final disposition of the proceeding, promptly following request. This advanced of expenses is to be made upon receipt of an undertaking by or on behalf of such person to repay said amounts should it be ultimately determined that the person was not entitled to be indemnified under our bylaws or otherwise.

Our bylaws also provide that no advance shall be made by us to any officer in any action, suit or proceeding, whether civil, criminal, administrative or investigative, if a determination is reasonably and promptly made: (a) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to the proceeding; or (b) if such quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, that the facts known to the decision- making party at the time such determination is made demonstrate clearly and convincingly that such person acted in bad faith or in a manner that such person did not believe to be in or not opposed to our best interests.

Recent Sales Of Unregistered Securities

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

We completed an offering of 1,200,000 shares of our common stock at a price of $0.001 per share to a total of six purchasers on March 14, 2007. The total amount received from this offering was $1,200. These shares were issued pursuant to Regulation S of the Securities Act. The purchasers in this offering were as follows:

Name of Subscriber Number of Shares
Ophelia Sahakian 200,000
Levon Khorchidian 200,000
Vartouhy Khorchidian 200,000
Patricia Comeau 200,000
Alan Sahakian 200,000
Taline Giragosian 200,000

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

Name of Subscriber Number of Shares
Rob Oslic 20,000
Henry Peters 20,000
Jack Khorchidian 20,000
Laura Oslic 20,000
Jim Platis 20,000
Loutfig Demirjian 20,000
Raffi Donabedian 20,000



Garine Demirjian 20,000
Patty Yeterian 20,000
Jean Jacques Donabedian 20,000
Zare Giragosian 20,000
Dick Lau 20,000
Bobbie Brockelmann 20,000
Sossi Dakessian 20,000
Vahik Sahakian 20,000
Remon Jubran 20,000
John Arabatlian 20,000
Tamar Demirdjian 20,000
Marcello Leone 20,000
Carla Leone 20,000
Kevin White 20,000
Sean Comeau 20,000
Rob Harris 20,000
Randall Andrus 20,000
Aghavne Sahakian 20,000

Regulation S Compliance

Each offer or sale was made in an offshore transaction;

Neither we, a distributor, any respective affiliates nor any person on behalf of any of the foregoing made any directed selling efforts in the United States;

Offering restrictions were, and are, implemented;

No offer or sale was made to a U.S. person or for the account or benefit of a U.S. person;

Each purchaser of the securities certifies that it was not a U.S. person and was not acquiring the securities for the account or benefit of any U.S. person;

Each purchaser of the securities agreed to resell such securities only in accordance with the provisions of Regulation S, pursuant to registration under the Act, or pursuant to an available exemption from registration; and agreed not to engage in hedging transactions with regard to such securities unless in compliance with the Act;

The securities contain a legend to the effect that transfer is prohibited except in accordance with the provisions of Regulation S, pursuant to registration under the Act, or pursuant to an available exemption from registration; and that hedging transactions involving those securities may not be conducted unless in compliance with the Act; and

We are required, either by contract or a provision in its bylaws, articles, charter or comparable document, to refuse to register any transfer of the securities not made in accordance with the provisions of Regulation S pursuant to registration under the Act, or pursuant to an available exemption from registration; provided, however, that if any law of any Canadian province prevents us from refusing to register securities transfers, other reasonable procedures, such as a legend described in paragraph (b)(3)(iii)(B)(3) of Regulation S have been implemented to prevent any transfer of the securities not made in accordance with the provisions of Regulation S.


Exhibits

Exhibit    
Number   Description
     
3.1 Articles of Incorporation
3.2 Bylaws
5.1 Legal opinion with consent to use
10.1 Mineral property agreement dated April 18, 2007
23.1 Consent of K.R. Margetson Ltd., Certified Public Accountant
99.1 Location map

The undersigned registrant hereby undertakes:

  1. To file, during any period in which it offers or sells securities, a post-effective amendment to this registration statement to:

  a. include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
     
  b. reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information set forth in this registration statement; and notwithstanding the forgoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the commission pursuant to Rule 424(b) if, in the aggregate, the changes in the volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration Statement; and
     
  c. include any additional or changed material information on the plan of distribution.

  2. That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
     
  3. To remove from registration by means of a post-effective amendment any of the securities being registered hereby which remain unsold at the termination of the offering.
     
  4. That, for determining our liability under the Securities Act to any purchaser in the initial distribution of the securities, we undertake that in a primary offering of our securities pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, we will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

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


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

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

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

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the provisions above, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable.

In the event that a claim for indemnification against such liabilities, other than the payment by us of expenses incurred or paid by one of our directors, officers, or controlling persons in the successful defense of any action, suit or proceeding, is asserted by one of our directors, officers, or controlling person sin connection with the securities being registered, we will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification is against public policy as expressed in the Securities Act, and we will be governed by the final adjudication of such issue.


Signatures

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto authorized in the City of Vancouver, Province of British Columbia on February 19, 2007.

Atlantic Resources Inc.

By: /s/ Raffi Khorchidian
-------------------------------------
Raffi Khorchidian

President, Chief Executive Officer and Director

In accordance with the requirements of the Securities Act of 1933, this registration statement was signed by the following persons in the capacities and on the dates stated:

SIGNATURE   CAPACITY IN WHICH SIGNED DATE
       
/s/ Raffi Khorchidian   President, Chief Executive Officer, February 19, 2007
Raffi Khorchidian   Secretary, Treasurer, principal  
    accounting officer, principal financial  
    officer and Director  



Exhibit 3.1

[EXHIBIT3-1X1X1.JPG]





Exhibit 3.2

BYLAWS


of


ATLANTIC RESOURCES INC.


(the "Corporation")



ARTICLE I:  MEETINGS OF SHAREHOLDERS


Section 1 - Annual Meetings


The annual meeting of the shareholders of the Corporation shall be held at the time fixed, from time to time, by the Board of Directors.


Section 2 - Special Meetings


Special meetings of the shareholders may be called by the Board of Directors or such person or persons authorized by the Board of Directors.


Section 3 - Place of Meetings


Meetings of shareholders shall be held at the registered office of the Corporation, or at such other places, within or without the State of Nevada as the Board of Directors may from time to time fix.


Section 4 - Notice of Meetings


A notice convening an annual or special meeting which specifies the place, day, and hour of the meeting, and the general nature of the business of the meeting, must be faxed, personally delivered or mailed postage prepaid to each shareholder of the Corporation entitled to vote at the meeting at the address of the shareholder as it appears on the stock transfer ledger of the Corporation, at least ten (10) days prior to the meeting.  Accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, a shareholder will not invalidate the proceedings at that meeting.


Section 5 - Action Without a Meeting


Unless otherwise provided by law, any action required to be taken at a meeting of the shareholders, or any other action which may be taken at a meeting of the shareholders, may be taken without a meeting, without prior notice and without a vote if written consents are signed by shareholders representing a majority of the shares entitled to vote at such a meeting, except however, if a different proportion of voting power is required by law, the Articles of Incorporation or these Bylaws, than that proportion of written consents is required.  Such written consents must be filed with the minutes of the proceedings of the shareholders of the Corporation.




Section 6 - Quorum


a)

No business, other than the election of the chairman or the adjournment of the meeting, will be transacted at an annual or special meeting unless a quorum of shareholders, entitled to attend and vote, is present at the commencement of the meeting, but the quorum need not be present throughout the meeting.


b)

Except as otherwise provided in these Bylaws, a quorum is two persons present and being, or representing by proxy, shareholders of the Corporation.


c)

If within half an hour from the time appointed for an annual or special meeting a quorum is not present, the meeting shall stand adjourned to a day, time and place as determined by the chairman of the meeting.


Section 7 - Voting


Subject to a special voting rights or restrictions attached to a class of shares, each shareholder shall be entitled to one vote for each share of stock in his or her own name on the books of the corporation, whether represented in person or by proxy.


Section 8 - Motions


No motion proposed at an annual or special meeting need be seconded.


Section 9 - Equality of Votes


In the case of an equality of votes, the chairman of the meeting at which the vote takes place is not entitled to have a casting vote in addition to the vote or votes to which he may be entitled as a shareholder of proxyholder.


Section 10 - Dispute as to Entitlement to Vote


In a dispute as to the admission or rejection of a vote at an annual or special meeting, the decision of the chairman made in good faith is conclusive.


Section 11 - Proxy


a)

Each shareholder entitled to vote at an annual or special meeting may do so either in person or by proxy.  A form of proxy must be in writing under the hand of the appointor or of his or her attorney duly authorized in writing, or, if the appointor is a corporation, either under the seal of the corporation or under the hand of a duly authorized officer or attorney.  A proxyholder need not be a shareholder of the Corporation.


b)

A form of proxy and the power of attorney or other authority, if any, under which it is signed or a facsimiled copy thereof must be deposited at the registered office of the Corporation or at such other place as is specified for that purpose in the notice convening the meeting.




In addition to any other method of depositing proxies provided for in these Bylaws, the Directors may from time to time by resolution make regulations relating to the depositing of proxies at a place or places and fixing the time or times for depositing the proxies not exceeding 48 hours (excluding Saturdays, Sundays and holidays) preceding the meeting or adjourned meeting specified in the notice calling a meeting of shareholders.


ARTICLE II:  BOARD OF DIRECTORS


Section 1 - Number, Term, Election and Qualifications


a)

The first Board of Directors of the Corporation, and all subsequent Boards of the Corporation, shall consist of not less than one (1) and not more than nine (9) directors.  The number of Directors may be fixed and changed from time to time by ordinary resolution of the shareholders of the Corporation.


b)

The first Board of Directors shall hold office until the first annual meeting of shareholders and until their successors have been duly elected and qualified or until there is a decrease in the number of directors.  Thereinafter, Directors will be elected at the annual meeting of shareholders and shall hold office until the annual meeting of the shareholders next succeeding his or her election, or until his or her prior death, resignation or removal.  Any Director may resign at any time upon written notice of such resignation to the Corporation.


c)

A casual vacancy occurring in the Board may be filled by the remaining Directors.


d)

Between successive annual meetings, the Directors have the power to appoint one or more additional Directors but not more than 1/2 of the number of Directors fixed at the last shareholder meeting at which Directors were elected.  A Director so appointed holds office only until the next following annual meeting of the Corporation, but is eligible for election at that meeting.  So long as he or she is an additional Director, the number of Directors will be increased accordingly.


e)

A Director is not required to hold a share in the capital of the Corporation as qualification for his or her office.


Section 2 - Duties, Powers and Remuneration


a)

The Board of Directors shall be responsible for the control and management of the business and affairs, property and interests of the Corporation, and may exercise all powers of the Corporation, except for those powers conferred upon or reserved for the shareholders or any other persons as required under Nevada state law, the Corporation's Articles of Incorporation or by these Bylaws.


b)

The remuneration of the Directors may from time to time be determined by the Directors or, if the Directors decide, by the shareholders.


Section 3 - Meetings of Directors


a)

The President of the Corporation shall preside as chairman at every meeting of the Directors, or if the President is not present or is willing to act as chairman, the Directors present shall choose one of their number to be chairman of the meeting.




b)

The Directors may meet together for the dispatch of business, and adjourn and otherwise regulate their meetings as they think fit.  Questions arising at a meeting must be decided by a majority of votes.  In case of an equality of votes the chairman does not have a second or casting vote.  Meetings of the Board held at regular intervals may be held at the place and time upon the notice (if any) as the Board may by resolution from time to time determine.


c)

A Director may participate in a meeting of the Board or of a committee of the Directors using conference telephones or other communications facilities by which all Directors participating in the meeting can hear each other and provided that all such Directors agree to such participation.  A Director participating in a meeting in accordance with this Bylaw is deemed to be present at the meeting and to have so agreed.  Such Director will be counted in the quorum and entitled to speak and vote at the meeting.


d)

A Director may, and the Secretary on request of a Director shall, call a meeting of the Board. Reasonable notice of the meeting specifying the place, day and hour of the meeting must be given by mail, postage prepaid, addressed to each of the Directors and alternate Directors at his or her address as it appears on the books of the Corporation or by leaving it at his or her usual business or residential address or by telephone, facsimile or other method of transmitting legibly recorded messages.  It is not necessary to give notice of a meeting of Directors to a Director immediately following a shareholder meeting at which the Director has been elected, or is the meeting of Directors at which the Director is appointed.


e)

A Director of the Corporation may file with the Secretary a document executed by him waiving notice of a past, present or future meeting or meetings of the Directors being, or required to have been, sent to him and may at any time withdraw the waiver with respect to meetings held thereafter.  After filing such waiver with respect to future meetings and until the waiver is withdrawn no notice of a meeting of Directors need be given to the Director.  All meetings of the Directors so held will be deemed not to be improperly called or constituted by reason of notice not having been given to the Director.


f)

The quorum necessary for the transaction of the business of the Directors may be fixed by the Directors and if not so fixed is a majority of the Directors or, if the number of Directors is fixed at one, is one Director.


g)

The continuing Directors may act notwithstanding a vacancy in their body but, if and so long as their number is reduced below the number fixed pursuant to these Bylaws as the necessary quorum of Directors, the continuing Directors may act for the purpose of increasing the number of Directors to that number, or of summoning a shareholder meeting of the Corporation, but for no other purpose.


h)

All acts done by a meeting of the Directors, a committee of Directors, or a person acting as a Director, will, notwithstanding that it be afterwards discovered that there was some defect in the qualification, election or appointment of the Directors, shareholders of the committee or person acting as a Director, or that any of them were disqualified, be as valid as if the person had been duly elected or appointed and was qualified to be a Director.




i)

A resolution consented to in writing, whether by facsimile or other method of transmitting legibly recorded messages, by all of the Directors is as valid as if it had been passed at a meeting of the Directors duly called and held.  A resolution may be in two or more counterparts which together are deemed to constitute one resolution in writing.  A resolution must be filed with the minutes of the proceedings of the directors and is effective on the date stated on it or on the latest date stated on a counterpart.


j)

All Directors of the Corporation shall have equal voting power.


Section 4 - Removal


One or more or all the Directors of the Corporation may be removed with or without cause at any time by a vote of two-thirds of the shareholders entitled to vote thereon, at a special meeting of the shareholders called for that purpose.


Section 5 - Committees


a)

The Directors may from time to time by resolution designate from among its members one or more committees, and alternate members thereof, as they deem desirable, each consisting of one or more members, with such powers and authority (to the extent permitted by law and these Bylaws) as may be provided in such resolution.  Each such committee shall serve at the pleasure of the Board of Directors and unless otherwise stated by law, the Certificate of Incorporation of the Corporation or these Bylaws, shall be governed by the rules and regulations stated herein regarding the Board of Directors.


b)

Each Committee shall keep regular minutes of its transactions, shall cause them to be recorded in the books kept for that purpose, and shall report them to the Board at such times as the Board may from time to time require.  The Board has the power at any time to revoke or override the authority given to or acts done by any Committee.


ARTICLE III:  OFFICERS


Section 1 - Number, Qualification, Election and Term of Office


a)

The Corporation's officers shall have such titles and duties as shall be stated in these Bylaws or in a resolution of the Board of Directors which is not inconsistent with these Bylaws.  The officers of the Corporation shall consist of a president, secretary, treasurer, and also may have one or more vice presidents, assistant secretaries and assistant treasurers and such other officers as the Board of Directors may from time to time deem advisable.  Any officer may hold two or more offices in the Corporation, and may or may not also act as a Director.


b)

The officers of the Corporation shall be elected by the Board of Directors at the regular annual meeting of the Board following the annual meeting of shareholders.


c)

Each officer shall hold office until the annual meeting of the Board of Directors next succeeding his or her election, and until his or her successor shall have been duly elected and qualified, subject to earlier termination by his or her death, resignation or removal.




Section 2 - Resignation


Any officer may resign at any time by giving written notice of such resignation to the Corporation.


Section 3 - Removal


Any officer appointed by the Board of Directors may be removed by a majority vote of the Board, either with or without cause, and a successor appointed by the Board at any time, and any officer or assistant officer, if appointed by another officer, may likewise be removed by such officer.


Section 4 - Remuneration


The remuneration of the Officers of the Corporation may from time to time be determined by the Directors or, if the Directors decide, by the shareholders.


Section 5 - Conflict of Interest


Each officer of the Corporation who holds another office or possesses property whereby, whether directly or indirectly, duties or interests might be created in conflict with his or her duties or interests as an officer of the Corporation shall, in writing, disclose to the President the fact and the nature, character and extent of the conflict and abstain from voting with respect to any resolution in which the officer has a personal interest.


ARTICLE V:  SHARES OF STOCK


Section 1 - Certificate of Stock


a)

The shares of the Corporation shall be represented by certificates or shall be uncertificated shares.


b)

Certificated shares of the Corporation shall be signed, either manually or by facsimile, by officers or agents designated by the Corporation for such purposes, and shall certify the number of shares owned by the shareholder in the Corporation.  Whenever any certificate is countersigned or otherwise authenticated by a transfer agent or transfer clerk, and by a registrar, then a facsimile of the signatures of the officers or agents, the transfer agent or transfer clerk or the registrar of the Corporation may be printed or lithographed upon the certificate in lieu of the actual signatures.  If the Corporation uses facsimile signatures of its officers and agents on its stock certificates, it cannot act as registrar of its own stock, but its transfer agent and registrar may be identical if the institution acting in those dual capacities countersigns or otherwise authenticates any stock certificates in both capacities.  If any officer who has signed or whose facsimile signature has been placed upon such certificate, shall have ceased to be such officer before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer at the date of its issue.


c)

If the Corporation issued uncertificated shares as provided for in these Bylaws, within a reasonable time after the issuance or transfer of such uncertificated shares, and at least annually thereafter, the Corporation shall send the shareholder a written statement certifying the number of shares owned by such shareholder in the Corporation.




d)

Except as otherwise provided by law, the rights and obligations of the holders of uncertificated shares and the rights and obligations of the holders of certificates representing shares of the same class and series shall be identical.


e)

If a share certificate:


(i)

is worn out or defaced, the Directors shall, upon production to them of the certificate and upon such other terms, if any, as they may think fit, order the certificate to be cancelled and issue a new certificate;


(ii)

is lost, stolen or destroyed, then upon proof being given to the satisfaction of the Directors and upon and indemnity, if any being given, as the Directors think adequate, the Directors shall issue a new certificate; or


(iii)

represents more than one share and the registered owner surrenders it to the Corporation with a written request that the Corporation issue in his or her name two or more certificates, each representing a specified number of shares and in the aggregate representing the same number of shares as the certificate so surrendered, the Corporation shall cancel the certificate so surrendered and issue new certificates in accordance with such request.


Section 2 - Transfers of Shares


a)

Transfers or registration of transfers of shares of the Corporation shall be made on the stock transfer books of the Corporation by the registered holder thereof, or by his or her attorney duly authorized by a written power of attorney;  and in the case of shares represented by certificates, only after the surrender to the Corporation of the certificates representing such shares with such shares properly endorsed, with such evidence of the authenticity of such endorsement, transfer, authorization and other matters as the Corporation may reasonably require, and the payment of all stock transfer taxes due thereon.


b)

The Corporation shall be entitled to treat the holder of record of any share or shares as the absolute owner thereof for all purposes and, accordingly, shall not be bound to recognize any legal, equitable or other claim to, or interest in, such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise expressly provided by law.


Section 3 - Record Date


a)

The Directors may fix in advance a date, which must not be more than 60 days permitted by the preceding the date of a meeting of shareholders or a class of shareholders, or of the payment of a dividend or of the proposed taking of any other proper action requiring the determination of shareholders as the record date for the determination of the shareholders entitled to notice of, or to attend and vote at, a meeting and an adjournment of the meeting, or entitled to receive payment of a dividend or for any other proper purpose and, in such case, notwithstanding anything in these Bylaws, only shareholders of records on the date so fixed will be deemed to be the shareholders for the purposes of this Bylaw.




b)

Where no record date is so fixed for the determination of shareholders as provided in the preceding Bylaw, the date on which the notice is mailed or on which the resolution declaring the dividend is adopted, as the case may be, is the record date for such determination.


Section 4 - Fractional Shares


Notwithstanding anything else in these Bylaws, the Corporation, if the Directors so resolve, will not be required to issue fractional shares in connection with an amalgamation, consolidation, exchange or conversion.  At the discretion of the Directors, fractional interests in shares may be rounded to the nearest whole number, with fractions of 1/2 being rounded to the next highest whole number, or may be purchased for cancellation by the Corporation for such consideration as the Directors determine.  The Directors may determine the manner in which fractional interests in shares are to be transferred and delivered to the Corporation in exchange for consideration and a determination so made is binding upon all shareholders of the Corporation.  In case shareholders having fractional interests in shares fail to deliver them to the Corporation in accordance with a determination made by the Directors, the Corporation may deposit with the Corporation's Registrar and Transfer Agent a sum sufficient to pay the consideration payable by the Corporation for the fractional interests in shares, such deposit to be set aside in trust for such shareholders.  Such setting aside is deemed to be payment to such shareholders for the fractional interests in shares not so delivered which will thereupon not be considered as outstanding and such shareholders will not be considered to be shareholders of the Corporation with respect thereto and will have no right except to receive payment of the money so set aside and deposited upon delivery of the certificates for the shares held prior to the amalgamation, consolidation, exchange or conversion which result in fractional interests in shares.


ARTICLE VI:  DIVIDENDS


a)

Dividends may be declared and paid out of any funds available therefor, as often, in such amounts, and at such time or times as the Board of Directors may determine and shares may be issued pro rata and without consideration to the Corporation's shareholders or to the shareholders of one or more classes or series.


b)

Shares of one class or series may not be issued as a share dividend to shareholders of another class or series unless such issuance is in accordance with the Articles of Incorporation and:


(i)

a majority of the current shareholders of the class or series to be issued approve the issue; or

(ii)

there are no outstanding shares of the class or series of shares that are authorized to be issued as a dividend.


ARTICLE VII:  BORROWING POWERS


a)

The Directors may from time to time on behalf of the Corporation:


(i)

borrow money in such manner and amount, on such security, from such sources and upon such terms and conditions as they think fit,


(ii)

issue bonds, debentures and other debt obligations either outright or as security for liability or obligation of the Corporation or another person, and




(iii)

mortgage, charge, whether by way of specific or floating charge, and give other security on the undertaking, or on the whole or a part of the property and assets of the Corporation (both present and future).


b)

A bond, debenture or other debt obligation of the Corporation may be issued at a discount, premium or otherwise, and with a special privilege as to redemption, surrender, drawing, allotment of or conversion into or exchange for shares or other securities, attending and voting at shareholder meetings of the Corporation, appointment of Directors or otherwise, and may by its terms be assignable free from equities between the Corporation and the person to whom it was issued or a subsequent holder thereof, all as the Directors may determine.


ARTICLE VIII:  FISCAL YEAR


The fiscal year end of the Corporation shall be fixed, and shall be subject to change, by the Board of Directors from time to time, subject to applicable law.


ARTICLE IX:  CORPORATE SEAL


The corporate seal, if any, shall be in such form as shall be prescribed and altered, from time to time, by the Board of Directors.  The use of a seal or stamp by the Corporation on corporate documents is not necessary and the lack thereof shall not in any way affect the legality of a corporate document.


ARTICLE X:  AMENDMENTS


Section 1 - By Shareholders


All Bylaws of the Corporation shall be subject to alteration or repeal, and new Bylaws may be made by a majority vote of the shareholders at any annual meeting or special meeting called for that purpose.


Section 2 - By Directors


The Board of Directors shall have the power to make, adopt, alter, amend and repeal, from time to time, Bylaws of the Corporation.


ARTICLE XI:  DISCLOSURE OF INTEREST OF DIRECTORS        


a)

A Director who is, in any way, directly or indirectly interested in an existing or proposed contract or transaction with the Corporation or who holds an office or possesses property whereby, directly or indirectly, a duty or interest might be created to conflict with his or her duty or interest as a Director, shall declare the nature and extent of his or her interest in such contract or transaction or of the conflict with his or her duty and interest as a Director, as the case may be.


b)

A Director shall not vote in respect of a contract or transaction with the Corporation in which he is interested and if he does so his or her vote will not be counted, but he will be counted in the quorum present at the meeting at which the vote is taken.  The foregoing prohibitions do not apply to:




(i)

a contract or transaction relating to a loan to the Corporation, which a Director or a specified corporation or a specified firm in which he has an interest has guaranteed or joined in guaranteeing the repayment of the loan or part of the loan;


(ii)

a contract or transaction made or to be made with or for the benefit of a holding corporation or a subsidiary corporation of which a Director is a director or officer;


(iii)

a contract by a Director to subscribe for or underwrite shares or debentures to be issued by the Corporation or a subsidiary of the Corporation, or a contract, arrangement or transaction in which a Director is directly or indirectly interested if all the other Directors are also directly or indirectly interested in the contract, arrangement or transaction;


(iv)

determining the remuneration of the Directors;


(v)

purchasing and maintaining insurance to cover Directors against liability incurred by them as Directors; or


(vi)

the indemnification of a Director by the Corporation.


c)

A Director may hold an office or place of profit with the Corporation (other than the office of Auditor of the Corporation) in conjunction with his or her office of Director for the period and on the terms (as to remuneration or otherwise) as the Directors may determine.  No Director or intended Director will be disqualified by his or her office from contracting with the Corporation either with regard to the tenure of any such other office or place of profit, or as vendor, purchaser or otherwise, and, no contract or transaction entered into by or on behalf of the Corporation in which a Director is interested is liable to be voided by reason thereof.


d)

A Director or his or her firm may act in a professional capacity for the Corporation (except as Auditor of the Corporation), and he or his or her firm is entitled to remuneration for professional services as if he were not a Director.


e)

A Director may be or become a director or other officer or employee of, or otherwise interested in, a corporation or firm in which the Corporation may be interested as a shareholder or otherwise, and the Director is not accountable to the Corporation for remuneration or other benefits received by him as director, officer or employee of, or from his or her interest in, the other corporation or firm, unless the shareholders otherwise direct.


ARTICLE XII:  ANNUAL LIST OF OFFICERS, DIRECTORS AND REGISTERED AGENT


The Corporation shall, within sixty days after the filing of its Articles of Incorporation with the Secretary of State, and annually thereafter on or before the last day of the month in which the anniversary date of incorporation occurs each year, file with the Secretary of State a list of its president, secretary and treasurer and all of its Directors, along with the post office box or street address, either residence or business, and a designation of its resident agent in the state of Nevada.  Such list shall be certified by an officer of the Corporation.




ARTICLE XIII:  INDEMNITY OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS


a)

The Directors shall cause the Corporation to indemnify a Director or former Director of the Corporation and the Directors may cause the Corporation to indemnify a director or former director of a corporation of which the Corporation is or was a shareholder and the heirs and personal representatives of any such person against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, actually and reasonably incurred by him or them including an amount paid to settle an action or satisfy a judgment inactive criminal or administrative action or proceeding to which he is or they are made a party by reason of his or her being or having been a Director of the Corporation or a director of such corporation, including an action brought by the Corporation or corporation.  Each Director of the Corporation on being elected or appointed is deemed to have contracted with the Corporation on the terms of the foregoing indemnity.


b)

The Directors may cause the Corporation to indemnify an officer, employee or agent of the Corporation or of a corporation of which the Corporation is or was a shareholder (notwithstanding that he is also a Director), and his or her heirs and personal representatives against all costs, charges and expenses incurred by him or them and resulting from his or her acting as an officer, employee or agent of the Corporation or corporation.  In addition the Corporation shall indemnify the Secretary or an Assistance Secretary of the Corporation (if he is not a full time employee of the Corporation and notwithstanding that he is also a Director), and his or her respective heirs and legal representatives against all costs, charges and expenses incurred by him or them and arising out of the functions assigned to the Secretary by the Corporation Act or these Articles and each such Secretary and Assistant Secretary, on being appointed is deemed to have contracted with the Corporation on the terms of the foregoing indemnity.


c)

The Directors may cause the Corporation to purchase and maintain insurance for the benefit of a person who is or was serving as a Director, officer, employee or agent of the Corporation or as a director, officer, employee or agent of a corporation of which the Corporation is or was a shareholder and his or her heirs or personal representatives against a liability incurred by him as a Director, officer, employee or agent.



CERTIFIED TO BE THE BYLAWS OF:



ATLANTIC RESOURCES INC.


per:


/s/ Raffi Khorchidian


                                                    

Raffi Khorchidian, Secretary







Exhibit 5.1

    Clark Wilson LLP
      Barristers & Solicitors
      Patent & Trade-mark Agents
  Our File No. 33786-1 / CW1689571.1 800-885 W Georgia Street
      Vancouver, BC V6C 3H1
      Tel. 604.687.5700
      Fax 604.687.6314

Exhibit 5.1

February 19, 2008
Atlantic Resources Inc.
606 - 610 Granville Street
Vancouver, BC V6C 3T3
Attention: Mr. Raffi Khorchidian
Dear Mr. Khorchidian:

Re: Common Stock of Atlantic Resources Inc. –Registration
Statement on Form S-1 filed February 19, 2008  

     We have acted as special counsel to Atlantic Resources Inc., a Nevada corporation (the "Company"), in connection with the filing of a registration statement on Form S-1 (the "Registration Statement") in regards to the registration under the Securities Act of 1933 , as amended, of up to 1,700,000 shares of the Company’s common stock for resale by certain selling stockholders named in the Registration Statement. As further described in the Registration Statement, filed on February 19, 2008, the Company is registering for resale:

(a)       1,200,000 shares of common stock were issued to certain selling stockholders in connection with a private placement on March 14, 2007; and

(b)       500,000 shares of common stock were issued to certain selling stockholders in connection with a private placement on April 26, 2007;

(collectively, the “Financing Shares”).

           In connection with this opinion, we have examined the following documents: (a) Corporate Charter and Articles of the Company; (b) By-Laws of the Company;

(c)       Resolutions adopted by the Board of Directors of the Company pertaining to the Registered Shares;

(d)      The Registration Statement; and

(e)       The Prospectus/Information Statement (the "Prospectus") constituting a part of the Registration Statement.


- 2 -

    We have assumed that the signatures on all documents examined by us are genuine, that all documents submitted to us as originals are authentic and that all documents submitted to us as copies or as facsimiles of copies or originals, conform with the originals, which assumptions we have not independently verified.

    Based upon the foregoing and the examination of such legal authorities as we have deemed relevant, and subject to the qualifications and further assumptions set forth below, we are of the opinion that the Financing Shares were duly and validly authorized and issued, fully paid and non-assessable.

    We are familiar with the General Corporation Law of the State of Nevada, the applicable provisions of the Nevada Constitution and reported judicial decisions interpreting these laws, and we have made such inquiries with respect thereto as we consider necessary to render this opinion with respect to a Nevada corporation. This opinion letter is opining upon and is limited to the current federal laws of the United States and, as set forth above, Nevada law, including the statutory provisions, all applicable provisions of the Nevada Constitution and reported judicial decisions interpreting those laws, as such laws presently exist and to the facts as they presently exist. We express no opinion with respect to the effect or applicability of the laws of any other jurisdiction.

    We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933 or the General Rules and Regulations of the Securities and Exchange Commission.

Yours truly,

CLARK WILSON LLP

“Clark Wilson LLP”

 



Exhibit 10.1

MINERAL PROPERTY PURCHASE AGREEMENT



THIS AGREEMENT dated for reference April 18, 2007.



BETWEEN:


1698727 Ontario Inc. , of 326 Penman Avenue, Garson, Ontario,

P3L 1H8


(the "Vendor")


OF THE FIRST PART


AND:


ATLANTIC RESOURCES INC. , a company incorporated pursuant to the laws of Nevada with an office at 1282 Vernon Drive, Vancouver, BC, V6A 4C9;


(the "Purchaser")


OF THE SECOND PART


W H E R E A S :


A.

The Vendor is the owner of one mining claim, the Victoria Vein Mining Claim is located about 8 km northwest of the north end of Tatlayoko Lake, approximately 250 km west of Williams Lake, British Columbia. It is centred at latitude 51˚ 41’33”N and longitude 124˚ 23’33”W.

       


B.

The Vendor has agreed to sell and the Purchaser has agreed to purchase a 100% right, interest and title in and to the Claim upon the terms and conditions hereinafter set forth;


NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the mutual covenants and provisos herein contained, THE PARTIES HERETO AGREE AS FOLLOWS :


1.

VENDOR’S REPRESENTATIONS


1.1

The Vendor represents and warrants to the Purchaser that:


(a)

The Vendor is the registered and beneficial owner of the Claim and holds the right to transfer title to the Claim and to explore and develop the Claim;




2


(b)

The Vendor holds the Claim free and clear of all liens, charges and claim of others, and the Vendor has a free and unimpeded right of access to the Claim and has use of the Claim surface for the herein purposes;


(c)

The Claim has been duly and validly located and recorded in a good and miner-like manner pursuant to the laws of British Columbia and is in good standing in British Columbia as of the date of this Agreement;


(d)

There are no adverse claims or challenges against or to the Vendor’s ownership of or title to the Claim nor to the knowledge of the Vendor is there any basis therefore, and there are no outstanding agreements or options to acquire or purchase the Claim or any portion thereof;


(e)

The Vendor has the full right, authority and capacity to enter into this Agreement without first obtaining the consent of any other person or body corporate and the consummation of the transaction herein contemplated will not conflict with or result in any breach of any covenants or agreements contained in, or constitute a default under, or result in the creation of any encumbrance under the provisions of any indenture, agreement or other instrument whatsoever to which the Vendor is a party or by which he is bound or to which he is subject; and


(f)

No proceedings are pending for, and the Vendor is unaware of any basis for, the institution of any proceedings which could lead to the placing of either Vendor in bankruptcy, or in any position similar to bankruptcy.


1.2

The representations and warranties of the Vendor set out in paragraph 1.1 above form a part of this Agreement and are conditions upon which the Purchaser has relied in entering into this Agreement and shall survive the acquisition of any interest in the Claim by the Purchaser.


2.

THE PURCHASER'S REPRESENTATIONS


The Purchaser warrants and represents to the Vendor that it is a body corporate, duly incorporated under the laws of the state of Nevada with full power and absolute capacity to enter into this Agreement and that the terms of this Agreement have been authorized by all necessary corporate acts and deeds in order to give effect to the terms hereof.


3.

SALE OF CLAIM


The Vendor hereby sells, grants and devises to the Purchaser a 100% undivided right, title and interest in and to the Claim in consideration of the Purchaser paying $7,500 to the Vendor upon the closing of this Agreement.


4.

CLOSING


The sale and purchase of the interest in the Claim shall be closed concurrently with the execution of this Agreement.




3


5.

COVENANTS OF THE PURCHASER


The Purchaser shall perform all work on the Claim in a miner-like manner and shall comply with all laws, regulations and permitting requirements of Canada and British Columbia including compliance with all:


(a)

environmental statutes, guidelines and regulations;


(b)

work permit conditions for lakes and streams; and


(c)

work restrictions relating to forest fire hazards.


7.

FORCE MAJEURE


If the Purchaser is prevented from or delayed in complying with any provisions of this Agreement by reason of strikes, labour disputes, lockouts, labour shortages, power shortages, fires, wars, acts of God, governmental regulations restricting normal operations or any other reason or reasons beyond the control of the Purchaser, the time limited for the performance of the various provisions of this Agreement as set out above shall be extended by a period of time equal in length to the period of such prevention and delay, and the Purchaser, insofar as is possible, shall promptly give written notice to the Vendor of the particulars of the reasons for any prevention or delay under this section, and shall take all reasonable steps to remove the cause of such prevention or delay and shall give written notice to the Vendor as soon as such cause ceases to exist.


8.

ENTIRE AGREEMENT


This Agreement constitutes the entire agreement to date between the parties hereto and supersedes every previous agreement, communication, expectation, negotiation, representation or understanding, whether oral or written, express or implied, statutory or otherwise, between the parties with respect to the subject matter of this Agreement.


9.

NOTICE


9.1

Any notice required to be given under this Agreement shall be deemed to be well and sufficiently given if delivered to the other party at its respective address first noted above, and any notice given as aforesaid shall be deemed to have been given, if delivered, when delivered, or if mailed, on the fourth business day after the date of mailing thereof.


9.2

Either party may from time to time by notice in writing change its address for the purpose of this paragraph.


10.

RELATIONSHIP OF PARTIES


Nothing contained in this Agreement shall, except to the extent specifically authorized hereunder, be deemed to constitute either party a partner, agent or legal representative of the other party.




4


11.

FURTHER ASSURANCES


The parties hereto agree to do or cause to be done all acts or things necessary to implement and carry into effect the provisions and intent of this Agreement.


12.

TIME OF ESSENCE


Time shall be of the essence of this Agreement.


13.

TITLES


The titles to the respective sections hereof shall not be deemed a part of this Agreement but shall be regarded as having been used for convenience only.


14.

CURRENCY


All funds referred to under the terms of this Agreement shall be funds designated in the lawful currency of the United States of America.


15.

NONSEVERABILITY


This Agreement shall be considered and construed as a single instrument and the failure to perform any of the terms and conditions in this Agreement shall constitute a violation or breach of the entire instrument or Agreement and shall constitute the basis for cancellation or termination.


16.

APPLICABLE LAW


The situs of the Agreement is Vancouver, British Columbia, and for all purposes this Agreement will be governed exclusively by and construed and enforced in accordance with the laws prevailing in the Province of British Columbia.


17.

ENUREMENT


This Agreement shall enure to the benefit of and be binding upon the Parties hereto and their respective successors and assigns.


IN WITNESS WHEREOF this Agreement has been executed as of the day and year first above written.



1698727 Ontario Inc. ATLANTIC RESOURCES INC..
   
per: per:
/s/ Terry Loney /s/ Raffi Khorchidian
Terry Loney Raffi Khorchidian, President
   

 







Exhibit 23.1


K. R. MARGETSON LTD.  

Chartered Accountant

keith@krmargetson.com

Cell: 604.220.7704

Sechelt office

North Vancouver office

PO Box 45, 5588 Inlet Avenue

331 East 5th Street

Sechelt BC  V0N 3A0

North Vancouver BC  V7L 1M1

Tel:   604.885-2810

Tel: 778.338.8049

Fax: 604.885.2834

Fax: 778-338-8055






Board of Directors

Atlantic Resources Inc.

606 – 610 Granville Street

Vancouver BC V6C 3T3

Canada



Consent of Independent Registered Public Accountant


We consent to the use in the Registration Statement of Atlantic Resources Inc. (an exploration stage company) on Form S-1, of our report dated November 24, 2007 on the balance sheet of Atlantic Resources Inc. (an exploration stage company) as of July 31, 2007 and the related statements of operations, cash flows, and stockholders’ equity for the period from February 9, 2007 (date of inception) to July 31, 2007.


In addition, we consent to the reference to us under the heading “Experts” in the Registration Statement.



/s


K. R. Margetson Ltd.

North Vancouver BC


February 18, 2008










Exhibit 99.1