S-1

      As filed with the Securities and Exchange Commission on May 26, 2010
                                                     Registration No. 333-______
================================================================================
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-1

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                             AMERTHAI MINERALS INC.
             (Exact name of registrant as specified in its charter)

                                     Nevada
                 (State or other jurisdiction of incorporation)

                                      1000
            (Primary Standard Industrial Classification Code Number)

                                   27-1777888
                        (IRS Employer Identification No.)

                           Foursons Inn, Rambutri Road
                        Pra Nakorn Bangkok 10200 Thailand
                       Telephone & Facsimile (888)520-6922
   (Address and telephone number of registrant's principal executive offices)

                            Resident Agents of Nevada
                          711 S. Carson Street, Suite 4
                              Carson City, NV 89701
                            Telephone (775) 882-4641
                            Facsimile (775) 882-6818
            (Name, address and telephone number of agent for service)

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

If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, 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, check the following box and list the
Securities Act Registration Statement number of the earlier effective
Registration Statement for the same offering. [ ]

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

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

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company.

Large accelerated filer [ ]                        Accelerated Filer [ ]
Non-accelerated filer [ ]                          Smaller reporting company [X]

                         CALCULATION OF REGISTRATION FEE



                                                                                 
============================================================================================================
     Title of                               Proposed Maximum      Proposed Maximum
  of Securities           Amount to Be       Offering Price           Aggregate             Amount of
 to be Registered          Registered         per Share (2)        Offering Price (3)   Registration Fee (1)
- ------------------------------------------------------------------------------------------------------------
Common Stock               2,500,000             $.02                  $50,000                $3.56
============================================================================================================

(1)  Registration Fee has been paid via Fedwire.
(2)  This is the initial offering and no current trading market exists for our
     common stock. The price paid for the currently issued and outstanding
     common stock was valued at $0.004 per share.
(3)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457.

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 said Section 8(a),
may determine.
================================================================================

                                   PROSPECTUS

                             AMERTHAI MINERALS INC.
               2,500,000 SHARES OF COMMON STOCK AT $.02 PER SHARE

This is the initial offering of common stock of Amerthai Minerals Inc. (the
"Company") and no public market currently exists for the securities being
offered. We are offering for sale a total of 2,500,000 of common stock at a
price of $0.02 per share. The offering is being conducted on a
self-underwritten, all-or-none, basis. Our officers and directors will attempt
to sell the shares. We intend to open a standard, non-interest bearing, bank
account to be used only for the deposit of funds received from the sale of the
shares in this offering. If all the shares are not sold and the total offering
amount is not deposited by the expiration date of the offering, the funds will
be promptly returned to the investors, without interest or deduction, however;
there is no assurance we will be able to do so since the funds will not be
placed into an escrow, trust or other similar account, there can be no guarantee
that any third party creditor who may obtain a judgment or lien against us would
not satisfy the judgment or lien by executing on the bank account where the
offering proceeds are being held, resulting in a loss of any investment you make
in our securities.

The shares will be offered at a price of $.02 per share for a period of one
hundred and eighty (180) days from the effective date of this prospectus, unless
extended by our board of directors for an additional 90 days. If the board of
directors votes to extend the offering for the additional 90 days, a
post-effective amendment to the registration statement will be filed prior to
the expiration date of the original offering to notify subscribers and potential
subscribers of the extended offering period. Anyone who has subscribed to the
offering prior to the extension will be notified by the Company that their money
will be promptly refunded prior to the expiration of the original offering
unless they provide an affirmative statement that they wish to subscribe to the
extended offer. The offering will end on _______________.

Amerthai Minerals Inc. is an exploration stage company and currently has no
operations. Any investment in the shares offered herein involves a high degree
of risk. You should only purchase shares if you can afford a loss of your
investment. Our independent auditor has issued an audit opinion for Amerthai
Minerals Inc. which includes a statement expressing substantial doubt as to our
ability to continue as a going concern.

BEFORE INVESTING, YOU SHOULD CAREFULLY READ THIS PROSPECTUS, PARTICULARLY, THE
RISK FACTORS SECTION BEGINNING ON PAGE 4.

Neither the U.S. Securities and Exchange Commission nor any state securities
division has approved or disapproved these securities, or determined if this
prospectus is truthful, accurate, current or complete. Any representation to the
contrary is a criminal offense.

                     Offering          Total
                      Price          Amount of       Underwriting      Proceeds
                    Per Share        Offering        Commissions        to Us
                    ---------        --------        -----------        -----

Common Stock           $.02          $50,000             $0            $50,000

As of the date of this prospectus, there is no public trading market for our
common stock and no assurance that a trading market for our securities will ever
develop.

                  Subject to Completion, Dated _______________

                                TABLE OF CONTENTS

                                                                        Page No.
                                                                        --------

SUMMARY OF PROSPECTUS ..................................................    3
     General Information about Our Company .............................    3
     The Offering ......................................................    3
RISK FACTORS ...........................................................    4
RISKS ASSOCIATED WITH OUR COMPANY ......................................    4
RISKS ASSOCIATED WITH THIS OFFERING ....................................    7
USE OF PROCEEDS ........................................................    9
DETERMINATION OF OFFERING PRICE ........................................    9
DILUTION OF THE PRICE YOU PAY FOR YOUR SHARES ..........................    9
PLAN OF DISTRIBUTION ...................................................   10
     Offering will be Sold by Our Officer and Director .................   10
     Terms of the Offering .............................................   10
     Deposit of Offering Proceeds ......................................   12
     Procedures for and Requirements for Subscribing ...................   12
DESCRIPTION OF SECURITIES ..............................................   12
INTEREST OF NAMED EXPERTS AND COUNSEL ..................................   13
DESCRIPTION OF OUR BUSINESS ............................................   13
     Glossary ..........................................................   14
     General Information ...............................................   14
     Acquisition of Mineral Claim ......................................   15
     Location, Access and Climate ......................................   16
     History ...........................................................   18
     Geological Setting ................................................   18
     Competition .......................................................   22
     Compliance with Government Regulations ............................   22
     Patents and Trademarks ............................................   23
     Need for Any government Approval of Principal Products ............   23
     Research and Development Activities ...............................   23
     Employees and Employment Agreements ...............................   23
DESCRIPTION OF PROPERTY ................................................   24
LEGAL PROCEEDINGS ......................................................   24
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS ...............   24
FINANCIAL STATEMENTS ...................................................   26
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION ..............   27
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON FINANCIAL DISCLOSURE...   31
DIRECTOR, EXECUTIVE OFFICER, PROMOTER AND CONTROL PERSON ...............   31
EXECUTIVE COMPENSATION .................................................   33
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNER AND MANAGEMENT ..........   35
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS .........................   35
INDEMNIFICATION ........................................................   36

                                       2

                                    SUMMARY

GENERAL INFORMATION

You should read the following summary together with the more detailed business
information and the financial statements and related notes that appear elsewhere
in this prospectus. In this prospectus, unless the context otherwise denotes,
references to "we", "us", "our", "Amerthai" and "Amerthai Minerals" are to
Amerthai Minerals Inc.

Amerthai Minerals was incorporated in the State of Nevada on January 27, 2010 to
engage in the acquisition, exploration and development of natural resource
properties. We intend to use the net proceeds from this offering to develop our
business operations. (See "Business of the Company" and "Use of Proceeds".) We
are an exploration stage company with no revenues or operating history. The
principal executive offices are located at Foursons Inn, Rambutri Road, Pra
Nakorn, Bangkok 10200, Thailand. The telephone and facsimile number is
(888)520-6922.

We received our initial funding of $10,000 through the sale of common stock to
an officer and director of the Company, who purchased 2,500,000 shares of our
common stock at $0.004 per share in January, 2010. From inception until the date
of this filing we have had limited operating activities. Our financial
statements for the period from inception (January 27, 2010) through March 31,
2010 report no revenues and a net loss of $4,860. Our independent auditor has
issued an audit opinion for Amerthai Minerals Inc. which includes a statement
expressing substantial doubt as to our ability to continue as a going concern.

Our mineral claim has been staked and we hired a professional mining engineer to
prepare a geological report. We have not yet commenced any exploration
activities on the claim. The mineral property, known as the Boomer Mineral
Claim, may not contain any reserves and funds that we spend on exploration will
be lost. Even if we complete our current exploration program and are successful
in identifying a mineral deposit we will be required to expend substantial funds
to bring our claim to production. There is no current public market for our
securities. As our stock is not publicly traded, investors should be aware they
probably will be unable to sell their shares and their investment in our
securities is not liquid.

OFFERING

Securities Being Offered      2,500,000 shares of common stock.

Price per Share               $0.02

Offering Period               The shares are offered for a period not to exceed
                              180 days, unless extended by our board of
                              directors for an additional 90 days.

Net Proceeds                  $50,000

Securities Issued
 and Outstanding              2,500,000 shares of common stock were issued and
                              outstanding as of the date of this prospectus.

Registration costs            We estimate our total offering registration costs
                              to be $5,650.

                                       3

                                  RISK FACTORS

An investment in these securities involves an exceptionally high degree of risk
and is extremely speculative in nature. Following are what we believe to be all
the material risks involved if you decide to purchase shares in this offering.

RISKS ASSOCIATED WITH OUR COMPANY:

OUR AUDITORS HAVE ISSUED A GOING CONCERN OPINION, THEREFORE THERE IS SUBSTANTIAL
UNCERTAINTY WE WILL CONTINUE ACTIVITIES IN WHICH CASE YOU COULD LOSE YOUR
INVESTMENT.

Our auditors have issued a going concern opinion. This means that there is
substantial doubt that we can continue as an ongoing business for the next
twelve months. As such we may have to cease activities and you could lose your
investment.

BECAUSE THE PROBABILITY OF AN INDIVIDUAL PROSPECT EVER HAVING RESERVES IS
EXTREMELY REMOTE, ANY FUNDS SPENT ON EXPLORATION WILL PROBABLY BE LOST.

The probability of an individual prospect ever having reserves is extremely
remote. In all probability the property does not contain any reserves. As such,
any funds spent on exploration will probably be lost which will result in a loss
of your investment.

OUR MANAGEMENT HAS NO TECHNICAL TRAINING OR EXPERIENCE IN EXPLORING FOR,
STARTING, AND OPERATING AN EXPLORATION PROGRAM. MANAGEMENT'S DECISIONS AND
CHOICES MAY NOT TAKE INTO ACCOUNT STANDARD ENGINEERING OR MANAGERIAL APPROACHES
MINERAL EXPLORATION COMPANIES COMMONLY USE. AS A RESULT, WE MAY HAVE TO SUSPEND
OR CEASE ACTIVITIES WHICH WILL RESULT IN THE LOSS OF YOUR INVESTMENT.

Our management has limited experience with exploring for, starting, and
operating an exploration program. Further, our management has no direct training
or experience in these areas and as a result may not be fully aware of many of
the specific requirements related to working within the industry. Management's
decisions and choices may not take into account standard engineering or
managerial approaches mineral exploration companies commonly use. Consequently
our activities, earnings and ultimate financial success could suffer irreparable
harm due to management's lack of experience in this industry. As a result we may
have to suspend or cease activities which will result in the loss of your
investment.

WE LACK AN OPERATING HISTORY AND HAVE LOSSES WHICH WE EXPECT TO CONTINUE INTO
THE FUTURE. AS A RESULT, WE MAY HAVE TO SUSPEND OR CEASE ACTIVITIES.

We were incorporated in January 2010 and we have not started our proposed
business activities or realized any revenues. We have no operating history upon
which an evaluation of our future success or failure can be made. Our net loss
was $4,860 from inception to March 31, 2010. Our ability to achieve and maintain
profitability and positive cash flow is dependent upon:

                                       4

     *    our ability to locate a profitable mineral property
     *    our ability to generate revenues
     *    our ability to reduce exploration costs.

Based upon current plans, we expect to incur operating losses in future periods.
This will happen because there are expenses associated with the research and
exploration of our mineral properties. As a result, we may not generate revenues
in the future. Failure to generate revenues will cause us to suspend or cease
activities.

BECAUSE WE WILL HAVE TO SPEND ADDITIONAL FUNDS TO DETERMINE IF WE HAVE A
RESERVE, IF WE CAN'T RAISE THE MONEY WE WILL HAVE TO CEASE OPERATIONS AND YOU
COULD LOSE YOUR INVESTMENT.

Even if we complete our current exploration program and it is 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, a reserve.

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.

AS WE UNDERTAKE EXPLORATION OF OUR MINERAL CLAIM, WE WILL BE SUBJECT TO
COMPLIANCE WITH GOVERNMENT REGULATION THAT MAY INCREASE THE ANTICIPATED COST OF
OUR EXPLORATION PROGRAM.

There are several governmental regulations that materially restrict mineral
exploration. We may be required to obtain work permits, post bonds and perform
remediation work for any physical disturbance to the land in order to comply
with these laws. If we enter the production phase, the cost of complying with
permit and regulatory environment laws will be greater because the impact on the
project area is greater. Permits and regulations will control all aspects of the
production program if the project continues to that stage. Examples of
regulatory requirements include:

     (a)  Water discharge will have to meet drinking water standards;

     (b)  Dust generation will have to be minimal or otherwise re-mediated;

     (c)  Dumping of material on the surface will have to be re-contoured and
          re-vegetated with natural vegetation;

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

     (e)  Ground water will have to be monitored for any potential contaminants;

                                       5

     (f)  The socio-economic impact of the project will have to be evaluated and
          if deemed negative, will have to be remediated; and

     (g)  There will have to be an impact report of the work on the local fauna
          and flora including a study of potentially endangered species.

There is a risk that new regulations could increase our costs of doing business
and prevent us from carrying out our exploration program. We will also have to
sustain the cost of reclamation and environmental remediation for all
exploration work undertaken. Both reclamation and environmental remediation
refer to putting disturbed ground back as close to its original state as
possible. Other potential pollution or damage must be cleaned-up and renewed
along standard guidelines outlined in the usual permits. Reclamation is the
process of bringing the land back to its natural state after completion of
exploration activities. Environmental remediation refers to the physical
activity of taking steps to remediate, or remedy, any environmental damage
caused. 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 recommended work program. If remediation costs exceed our cash reserves
we may be unable to complete our exploration program and have to abandon our
operations.

BECAUSE WE ARE SMALL AND DO NOT HAVE MUCH CAPITAL, WE MAY HAVE TO LIMIT OUR
EXPLORATION ACTIVITY WHICH MAY RESULT IN A LOSS OF YOUR INVESTMENT.

Because we are small and do not have much capital, we must limit our exploration
activity. As such we may not be able to complete an exploration program that is
as thorough as we would like. In that event, an existing reserve may go
undiscovered. Without a reserve, we cannot generate revenues and you will lose
your investment.

WE MAY NOT HAVE ACCESS TO ALL OF THE SUPPLIES AND MATERIALS WE NEED TO BEGIN
EXPLORATION WHICH COULD CAUSE US TO DELAY OR SUSPEND ACTIVITIES.

Competition and unforeseen limited sources of supplies in the industry could
result in occasional spot shortages of supplies, such as dynamite, and certain
equipment such as bulldozers and excavators that we might need to conduct
exploration. We have not attempted to locate or negotiate with any suppliers of
products, equipment or materials. We will attempt to locate products, equipment
and materials after this offering is complete. If we cannot find the products
and equipment we need, we will have to suspend our exploration plans until we do
find the products and equipment we need.

OUR OFFICERS AND DIRECTORS RESIDE OUTSIDE THE UNITED STATES MAKING IF DIFFICULT
TO EFFECT SERVICE OF PROCESS UPON THEM.

Since our officers and directors reside outside the United States, substantially
all or a portion of their assets are located outside the United States. As a
result, it may not be possible for investors to effect service of process within
the United States upon them or to enforce against them judgments obtained in
United States courts predicated upon the civil liability provisions of the
federal securities laws of the United States.

                                       6

RISKS ASSOCIATED WITH THIS OFFERING:

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.

WE ARE SELLING THIS OFFERING WITHOUT AN UNDERWRITER AND MAY BE UNABLE TO SELL
ANY SHARES.

This offering is self-underwritten, that is, we are not going to engage the
services of an underwriter to sell the shares; we intend to sell them through
our officers and directors, who will receive no commissions. They will offer the
shares to friends, relatives, acquaintances and business associates, however;
there is no guarantee that they will be able to sell any of the shares. Unless
they are successful in selling all of the shares and we receive the proceeds
from this offering, we may have to seek alternative financing to implement our
business plans.

YOU WILL INCUR IMMEDIATE AND SUBSTANTIAL DILUTION OF THE PRICE YOU PAY FOR YOUR
SHARES.

Our existing stockholder acquired his shares at a cost of $.004 per share, a
cost per share substantially less than that which you will pay for the shares
you purchase in this offering. Upon completion of this offering the net tangible
book value of the shares held by our existing stockholder (2,500,000 shares)
will be increased by $.009 per share without any additional investment on his
part. The purchasers of shares in this offering will incur immediate dilution (a
reduction in the net tangible book value per share from the offering price of
$.02 per share) of $.009 per share. As a result, after completion of the
offering, the net tangible book value of the shares held by purchasers in this
offering would be $.011 per share, reflecting an immediate reduction in the $.02
price per share they paid for their shares.

                                       7

WE WILL BE HOLDING ALL THE PROCEEDS FROM THE OFFERING IN A STANDARD BANK
CHECKING ACCOUNT UNTIL ALL SHARES ARE SOLD. BECAUSE THE SHARES ARE NOT HELD IN
AN ESCROW OR TRUST ACCOUNT THERE IS A RISK YOUR MONEY WILL NOT BE RETURNED IF
ALL THE SHARES ARE NOT SOLD.

All funds received from the sale of shares in this offering will be deposited
into a standard bank checking account until all shares are sold and the offering
is closed, at which time, the proceeds will be transferred to our business
operating account. In the event all shares are not sold we have committed to
promptly return all funds to the original purchasers. However since the funds
will not be placed into an escrow, trust or other similar account, there can be
no guarantee that any third party creditor who may obtain a judgment or lien
against us would not satisfy the judgment or lien by executing on the bank
account where the offering proceeds are being held, resulting in a loss of any
investment you make in our securities.

WE WILL INCUR ONGOING COSTS AND EXPENSES FOR SEC REPORTING AND COMPLIANCE.
WITHOUT REVENUE WE MAY NOT BE ABLE TO REMAIN IN COMPLIANCE, MAKING IT DIFFICULT
FOR INVESTORS TO SELL THEIR SHARES, IF AT ALL.

Our business plan allows for the payment of the estimated costs of this
registration statement ($5,650) to be paid from existing cash on hand. We plan
to contact a market maker immediately following the close of the offering and
apply to have the shares quoted on the Over the Counter Bulletin Board (OTCBB).
To be eligible for quotation, issuers must remain current in their filings with
the Securities and Exchange Commission. In order for us to remain in compliance
we will require future revenues to cover the cost of these filings, which could
comprise a substantial portion of our available cash resources. If we are unable
to generate sufficient revenues to remain in compliance it may be difficult for
you to resell any shares you may purchase, if at all.

ONE OF OUR OFFICERS AND DIRECTORS BENEFICIALLY OWNS 100% OF THE OUTSTANDING
SHARES OF OUR COMMON STOCK. AFTER THE COMPLETION OF THIS OFFERING SHE WILL OWN
50% OF THE OUTSTANDING SHARES. IF SHE CHOOSES TO SELL HER SHARES IN THE FUTURE,
IT MIGHT HAVE AN ADVERSE EFFECT ON THE PRICE OF OUR STOCK.

Due to the amount of Mrs. Chayawatana's share ownership in our company, if she
chooses to sell her shares in the public market, the market price of our stock
could decrease and all shareholders suffer a dilution of the value of their
stock.

                                       8

                                 USE OF PROCEEDS

Assuming sale of all of the shares offered herein, of which there is no
assurance, the net proceeds from this Offering will be $50,000. The proceeds are
expected to be disbursed, in the priority set forth below, during the first
twelve (12) months after the successful completion of the Offering:

               Total Proceeds to the Company              $50,000

               Phase One Exploration Program               10,000
               Phase Two Exploration Program               14,000
               Administration and Office Expense            6,000
               Legal and Accounting                        10,000
               Working Capital                             10,000
                                                          -------

               Total Use of Net Proceeds                  $50,000
                                                          =======

We will establish a separate bank account and all proceeds will be deposited
into that account until the total amount of the offering is received and all
shares are sold, at which time the funds will be released to us for use in our
operations. In the event we do not sell all of the shares before the expiration
date of the offering, all funds will be returned promptly to the subscribers,
without interest or deduction. If it becomes necessary our directors have
verbally agreed to loan the Company funds to complete the registration process,
but we will require full funding to implement our complete business plan.

                         DETERMINATION OF OFFERING PRICE

The offering price of the shares has been determined arbitrarily by us. The
price does not bear any relationship to our assets, book value, earnings, or
other established criteria for valuing a privately held company. In determining
the number of shares to be offered and the offering price, we took into
consideration our cash on hand and the amount of money we would need to
implement our business plans. Accordingly, the offering price should not be
considered an indication of the actual value of the securities.

                                    DILUTION

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

As of March 31, 2010, the net tangible book value of our shares was $5,140 or
$0.002 per share, based upon 2,500,000 shares outstanding.

                                       9

Upon completion of this offering, but without taking into account any change in
the net tangible book value after completion of this offering other than that
resulting from the sale of the shares and receipt of the total proceeds of
$50,000, the net tangible book value of the 5,000,000 shares to be outstanding
will be $55,140, or approximately $.011 per share. Accordingly, the net tangible
book value of the shares held by our existing stockholder (2,500,000 shares)
will be increased by $.009 per share without any additional investment on her
part. The purchasers of shares in this offering will incur immediate dilution (a
reduction in the net tangible book value per share from the offering price of
$.02 per share) of $.009 per share. As a result, after completion of the
offering, the net tangible book value of the shares held by purchasers in this
offering would be $.011 per share, reflecting an immediate reduction in the $.02
price per share they paid for their shares.

After completion of the offering, the existing shareholder will own 50% of the
total number of shares then outstanding, for which she will have made an
investment of $10,000, or $.004 per share. Upon completion of the offering, the
purchasers of the shares offered hereby will own 50% of the total number of
shares then outstanding, for which they will have made a cash investment of
$50,000, or $.02 per Share.

The following table illustrates the per share dilution to the new investors:

     Public Offering Price per Share                      $.02
     Net Tangible Book Value Prior to this Offering       $.002
     Net Tangible Book Value After Offering               $.011
     Immediate Dilution per Share to New Investors        $.009

The following table summarizes the number and percentage of shares purchased,
the amount and percentage of consideration paid and the average price per share
paid by our existing stockholder and by new investors in this offering:

                           Price Per  Total Number of  Percent of  Consideration
                             Share      Shares Held    Ownership       Paid
                             -----      -----------    ---------       ----

     Existing Stockholder    $.004       2,500,000        50%        $10,000

     Investors in This
      Offering               $.02        2,500,000        50%        $50,000

                                       10

                              PLAN OF DISTRIBUTION

OFFERING WILL BE SOLD BY OUR OFFICERS AND DIRECTORS

This is a self-underwritten offering. This Prospectus is part of a prospectus
that permits our officers and directors to sell the shares directly to the
public, with no commission or other remuneration payable to them for any shares
they may sell. There are no plans or arrangements to enter into any contracts or
agreements to sell the shares with a broker or dealer. Our officers and
directors will sell the shares and intend to offer them to friends, family
members and business acquaintances. In offering the securities on our behalf,
they will rely on the safe harbor from broker dealer registration set out in
Rule 3a4-1 under the Securities Exchange Act of 1934.

Our officers and directors will not register as broker-dealers pursuant to
Section 15 of the Securities Exchange Act of 1934, in reliance upon Rule 3a4-1,
which sets forth those conditions under which persons associated with an Issuer
may participate in the offering of the Issuer's securities and not be deemed to
be a broker-dealer.

     a.   Our officers and directors are not subject to a statutory
          disqualification, as that term is defined in Section 3(a)(39) of the
          Act, at the time of their participation; and,

     b.   Our officers and directors will not be compensated in connection with
          their participation by the payment of commissions or other
          remuneration based either directly or indirectly on transactions in
          securities; and

     c.   Our officers and directors are not, nor will they be at the time of
          their participation in the offering, an associated person of a
          broker-dealer; and

     d.   Our officers and directors meet the conditions of paragraph (a)(4)(ii)
          of Rule 3a4-1 of the Exchange Act, in that they (A) primarily perform,
          or is intended primarily to perform at the end of the offering,
          substantial duties for or on behalf of our company, other than in
          connection with transactions in securities; and (B) is not a broker or
          dealer, or been an associated person of a broker or dealer, within the
          preceding twelve months; and (C) has not participated in selling and
          offering securities for any Issuer more than once every twelve months
          other than in reliance on Paragraphs (a)(4)(i) or (a)(4)(iii).

Our officers, directors, control persons and affiliates do not intend to
purchase any shares in this offering.

TERMS OF THE OFFERING

The shares will be sold at the fixed price of $.02 per share until the
completion of this offering. There is no minimum amount of subscription required
per investor, and subscriptions, once received, are irrevocable.

                                       11

This offering will commence on the date of this prospectus and continue for a
period of 180 days (the "Expiration Date"), unless extended by our Board of
Directors for an additional 90 days.

DEPOSIT OF OFFERING PROCEEDS

This is an "all or none" offering and, as such, we will not be able to spend any
of the proceeds unless all the shares are sold and all proceeds are received. We
intend to hold all funds collected from subscriptions in a separate bank account
until the total amount of $50,000 has been received. At that time, the funds
will be transferred to our business account for use in the implementation of our
business plan. In the event the offering is not sold out prior to the Expiration
Date, all money will be promptly returned to the investors, without interest or
deduction. We determined the use of the standard bank account was the most
efficient use of our current limited funds. Please see the risk factor section
to read the related risk to you as a purchaser of any shares.

PROCEDURES AND REQUIREMENTS FOR SUBSCRIPTION

If you decide to subscribe for any shares in this offering, you will be required
to execute a Subscription Agreement and tender it, together with a check, bank
draft or cashier's check payable to the Company. Subscriptions, once received by
the Company, are irrevocable. All checks for subscriptions should be made
payable to Amerthai Minerals Inc.

                            DESCRIPTION OF SECURITIES

COMMON STOCK

The authorized capital stock of the Company consists of 75,000,000 shares of
Common Stock, par value $.001. The holders of common stock currently (i) have
equal ratable rights to dividends from funds legally available therefore, when,
as and if declared by the Board of Directors of the Company; (ii) are entitled
to share ratably in all of the assets of the Company available for distribution
to holders of common stock upon liquidation, dissolution or winding up of the
affairs of the Company; (iii) do not have preemptive, subscription or conversion
rights and there are no redemption or sinking fund provisions or rights
applicable thereto; and (iv) are entitled to one non-cumulative vote per share
on all matters on which stockholders may vote. All shares of common stock now
outstanding are fully paid for and non-assessable and all shares of common stock
which are the subject of this Offering, when issued, will be fully paid for and
non-assessable. Please refer to the Company's Articles of Incorporation, Bylaws
and the applicable statutes of the State of Nevada for a more complete
description of the rights and liabilities of holders of the Company's
securities.

NON-CUMULATIVE VOTING

The holders of shares of common stock of the Company do not have cumulative
voting rights, which means that the holders of more than 50% of such outstanding
shares, voting for the election of directors, can elect all of the directors to
be elected, if they so choose, and, in such event, the holders of the remaining

                                       12

shares will not be able to elect any of the Company's directors. After this
Offering is completed, the present stockholder will own 50% of the outstanding
shares. (See "Principal Stockholders".)

CASH DIVIDENDS

As of the date of this prospectus, the Company has not declared or paid any cash
dividends to stockholders. The declaration or payment of any future cash
dividend will be at the discretion of the Board of Directors and will depend
upon the earnings, if any, capital requirements and financial position of the
Company, general economic conditions, and other pertinent factors. It is the
present intention of the Company not to declare or pay any cash dividends in the
foreseeable future, but rather to reinvest earnings, if any, in the Company's
business operations.

                      INTEREST OF NAMED EXPERTS AND COUNSEL

None of the below described experts or counsel have been hired on a contingent
basis and none of them will receive a direct or indirect interest in the
Company.

Our financial statements for the period from inception to March 31, 2010,
included in this prospectus, have been audited by Chang G. Park, CPA. We include
the financial statements in reliance on their reports, given upon their
authority as experts in accounting and auditing.

The Law Office of Michael Kessler has passed upon the validity of the shares
being offered and certain other legal matters and is representing us in
connection with this offering.

James W. McLeod, Professional Geologist, has provided us with the geology report
on which the exploration program contained herein is based.

                             DESCRIPTION OF BUSINESS

We are an exploration stage company with no revenues and a limited operating
history. Our independent auditor has issued an audit opinion which includes a
statement expressing substantial doubt as to our ability to continue as a going
concern.

There is the likelihood of our mineral claim containing little or no economic
mineralization or reserves of copper and other minerals. The Boomer Mineral
Claim, consisting of 25 contiguous mineral cells comprising a total of 1,230
acres, is the only claim currently in the Company's portfolio. If our claim does
not contain any reserves all funds that we spend on exploration will be lost.
Even if we complete our current exploration program and are successful in
identifying a mineral deposit we will be required to expend substantial funds on
further drilling and engineering studies before we will know if we have a
commercially viable mineral deposit or reserve.

                                       13

GLOSSARY

     Alkaline - a chemical condition or characteristic established for a rock
     unit generally using mineral norms.

     Overburden or Drift Cover - any loose material which overlies bedrock.

     Paleozoic era - the first major geological time period after the
     Precambrian whose rock units may exhibit an abundance of fossil life forms.

     Plutonic, igneous or intrusive rock - usually a medium to coarser grain
     sized crystalline rock that generally is derived from a sub-surface magma
     and then consolidated, such as in dykes, plugs, stocks or batholiths, from
     smallest to largest.

     Tertiary period - the oldest or earlier of the two geological periods
     comprising the Cenozoic era.

     Volcaniclastic - angular to rounded particles of a wide range of size
     within (a welded) finer grain-sized matrix of volcanic origin.

GENERAL INFORMATION

The property on which the net proceeds of the offering will be spent is the
Boomer Mineral Claim, comprised of 25 contiguous mineral cells totaling 1,230
acres. The beneficial owner of the mineral claim is Amerthai Minerals Inc., and
the claim is in good standing until February 22, 2011.

The Boomer Mineral Claim is situated approximately 25 air miles northeast of the
town of 100 Mile House in British Columbia, Canada which also provides vehicle
access via the Boss Mountain-Hendrick Lake road by traveling northeast of town
for 41 miles to the mineral claim.
The area experiences about 35" of precipitation annually of which about 15-20%
may occur as a snow equivalent. The summer weather may be described as variable;
some summers are hot and dry while others may be cold and wet. The winter
weather is moderately cold with not infrequent warming period. The local area
can experience a squall-type of weather in any season, the winds of the interior
plateau.

There is not a plant or any equipment currently located on the property. The
Town of 100 Mile House offers much of the necessary resources and
infrastructures required to base and carry-out an exploration program,
(accommodations, communications, equipment and supplies). For larger or more
specialized equipment the City of Kamloops may well offer some satisfaction. The
largest city (metropolis), Vancouver lies within 3-4 hours southwest of Kamloops
via Provincial Highway #5 (the Coquihalla sections) or by a slightly longer
route via Cache Creek, B.C. and the Fraser Canyon section of Highway #1 and
probably affords access to any require item.

                                       14

The physiography of the Boomer property may be described as rounded,
mountainous, northwest trending terrain, in the Quesnel Highlands of the larger
Interior Plateau. Field cover on the property is a mixed coniferous forest
composed of Douglas fir, lodgepole pine, Engelmann spruce with pockets of aspen
and cottonwood in the damper areas about a myriad of relatively shallow lakes
and pothole marshes. In many places the tree cover is broken by open pothole
areas that have and are currently evolving into domestic range areas. The claim
area ranges in elevation from 3,300' - 4,500' mean sea level.

We have not carried out any exploration work on the claim and have incurred no
exploration costs. The future cost of exploration work on the property is
disclosed in detail in the Plan of Operation section of this prospectus.

A two-phase exploration program to evaluate the area was recommended by the
consulting geologist in his report including prospecting, mapping and grid
controlled ground magnetometer and very low frequency electo magnetometer
surveys over areas of interest.

The cost of the proposed program is $10,000 for the initial phase of exploration
work and $14,000 for the contingent second phase. We plan to commence Phase 1 of
the exploration program in late summer, 2010 if we are able to raise the
necessary funds from this offering.

The discussions contained herein are management's estimates based on information
provided by the consulting geologist who prepared the geology report. Because we
have not commenced our exploration program we cannot provide a more detailed
discussion of our plans if we find a viable store of minerals on our property,
as there is no guarantee that exploitable mineralization will be found, the
quantity or type of minerals if they are found and the extraction process that
will be required. We are also unable to assure you we will be able to raise the
additional funding to proceed with any subsequent work on the claim if
mineralization is found.

ACQUISITION OF THE MINERAL CLAIM

The Boomer Mineral Claim was staked under the supervision of James McLeod, the
consulting geologist. The Claim was staked using the British Columbia Mineral
Titles Online computer Internet system. The claim is in good standing until
February 22, 2011.

Title to the property is held by Omega Exploration Services, of which James
McLeod, our consulting geologist, is the beneficial owner. Omega Exploration
Services and James McLeod hold the claim in trust for the Company. To obtain a
Free Miner's Certificate, which is required to hold a mining claim in British
Columbia, Section 8(1) of the B.C. Mineral Tenure Act (MTA) stipulates that a
corporation must be registered under the British Columbia Business Corporations
Act which would require the Company to pay the fees associated with an
inter-provincial registration in order to obtain a Free Miner's Certificate.
Section 8(2) of the MTA stipulates that an individual applicant must either be a
resident of Canada or be authorized to work in Canada. As the corporation is not
registered in British Columbia the claim is held in trust for the Company by
Omega Exploration Services. Management determined that this would be the most
cost-effective way for the Company to carry out the initial exploration program.
Per the terms of the trust agreement Mr. McLeod has no interest or claim to the
property. He was paid $4,000 for the geology report and staking of the Claim.

                                       15

REQUIREMENTS OR CONDITIONS FOR RETENTION OF TITLE

All claims staked in British Columbia require $4 per hectare worth of assessment
work to be undertaken in year 1 through 3, followed by $8 per hectare per year
thereafter. Such work will be reported and filed at the appropriate time.

In order to retain title to the property exploration work costs must be recorded
and filed with the British Columbia Department of Energy Mines and Petroleum
Resources ("BCDM"). The BCDM charges a filing fee, equal to 10% of the value of
the work recorded, to record the work.

LOCATION, ACCESS, CLIMATE, LOCAL RESOURCES & INFRASTRUCTURE

The Boomer property is situated approximately 25 air miles northeast of the Town
of 100 Mile House, B.C. which also provides access via the Boss
Mountain-Hendrick Lake road by traveling northeast of town for 41miles to the
mineral claim.

The area experiences about 35" of precipitation annually of which about 15-20%
may occur as a snow equivalent. The summer weather may be described as variable;
some summers are hot and dry while others may be cold and wet. The winter
weather is moderately cold with not infrequent warming period. The local area
can experience a squall-type of weather in any season, the winds of the interior
plateau.

The Town of 100 Mile House offers much of the necessary resources and
infrastructures required to base and carry-out an exploration program,
(accommodations, communications, equipment and supplies). For larger or more
specialized equipment the City of Kamloops may well offer some satisfaction. The
largest city (metropolis), Vancouver lies within 3-4 hours southwest of Kamloops
via Provincial Highway #5 (the Coquihalla sections) or by a slightly longer
route via Cache Creek, B.C. and the Fraser Canyon section of Highway #1 and
probably affords access to any require item.

The physiography of the Boomer property may be described as rounded,
mountainous, northwest trending terrain, in the Quesnel Highlands of the larger
Interior Plateau. Field cover on the property is a mixed coniferous forest
composed of Douglas fir, lodgepole pine, Engelmann spruce with pockets of aspen
and cottonwood in the damper areas about a myriad of relatively shallow lakes
and pothole marshes. In many places the tree cover is broken by open pothole
areas that have and are currently evolving into domestic range areas. The claim
area ranges in elevation from 3,300' - 4,500' mean sea level. The physiographic
setting of the property can be described as the Cariboo Parklands zone within a
mosaic of moderately rounded mountains in a plateau setting. The area has been
surficially altered extensively by fluvial glacial erosion and the depositional
(drift cover) effects of in-filling and in situ or residual erosion and
subsequent soil development. Many regional and local areas exhibit immature and
thin soil cover, but the underlying thickness of glacial drift cover in some
areas may vary considerably. In the vicinity of the Boomer property it may be
quite extensive especially on southwest and southeast facing hillsides. Surface
water occurrences for drilling and mineral processing are abundant, as lakes and
streams are relatively close at hand.

                                       16





                       [MAP SHOWING THE PROPERTY LOCATION]




                                       17

HISTORY

The history of the regional area about the Boomer claim area aside from the
early pioneer prospecting of the Cariboo Gold Rush era (late 1850's) really
began in the late 1950's. Mineral exploration and large, low grade
copper-molybdenum porphyry mineralization, development and production in this
regional area began with the discovery and development by the Bethlehem Copper
Corp. of its prospects and somewhat later production in the Highland Valley
area, about 95 air miles south-southeast of the Boomer property in the late
1950's and early 1960's. It wasn't until the beginning of the later porphyry
copper-gold rush during the late 1970's to the present that the Quesnel Trough
regional geological area began to receive extensive exploration attention. Today
this regional area is very actively explored. The area hosts the largest
hardrock mining operation in Canada at Highland Copper in the Highland Valley
area of B.C., in excess of 250,000 tons per day. This operation recovers mainly
copper and molybdenum from a calc-alkaline intrusive rock host. Another prolific
copper-gold producer since the 1990's is the Mount Polley (formerly Cariboo
Bell) deposits that lie approximately 54 air miles northwest of the Boomer
property. The local Boomer claim area is seen to host base and precious metal
vein prospects and one sizeable, former molybdenum producer, Boss Mountain
Mines. Porphyry-type of base and precious prospects also occur in the area.

GEOLOGICAL SETTING

REGIONAL GEOLOGY

The regional geology about the Boomer mineral claim has been described by a
number of geologists working for the Geological Survey of Canada (GSC) doing
regional mapping that was later augmented and detailed by members of the
Geological Surveys Branch of the Province of B.C. The regional area about the
Boomer claim is seen to be underlain by mainly a central core of alkaline
volcanics and some sedimentary units assigned to the Nicola Group of Upper
Triassic age. Within these centrally occurring volcanic units are co-magmatic or
younger phased, igneous units that appear to trend north-northeasterly in fault
contact. Younger intrusive and volcano-sedimentary units are seen to be
widespread in places as stocks and capping rocks, respectively. The Upper
Triassic age Nicola Group or its equivalents are found to be very productive of
ore deposits in both British Columbia and the Yukon Territory.

LOCAL GEOLOGY

The local geology about the Boomer property may be described being underlain by
Nicola Group volcanic and sedimentary units of upper Triassic age and by other
igneous and sedimentary units ranging in age from the lower Jurassic through the
Tertiary. The youngest units in the local area are those plateau volcanic units
that cover such a large area with the very youngest being the plateau basalt and
necks and cones of Miocene and younger age.

                                       18

PROPERTY GEOLOGY

The geology of the Boomer property exhibits many requisite features of a high
priority exploration area. These may be listed as good geology, structure as a
major north-northeast fault crossing the entire property and close proximity to
known mineral occurrences. The unknown, adjacent overburden covered areas
require detailed exploration to reveal if structurally prepared, altered and
mineralized material of economic significance is at hand and how readily. The
underlying Nicola Group rock units are in themselves reason enough to perform
soil geochemistry over the mineral claim.

PROPERTY MINERALIZATION

The deposit types that are found occurring in the regional area and the more
localized areas vary somewhat. Porphyry-type mineralization as both base and
precious metal occurrences within an alkaline and/or calc-alkaline host are
predominant. The calc-alkaline occurrences of copper-molybdenum mineralization
are not unusual in the area, but the alkaline-type of copper-gold-platinum group
elements (PGE) with a predominance of palladium are more common. As well,
precious and/or base metal vein-type deposits and replacement skarn zones are
also moderately common in the general area as are minerals of copper, gold,
silver, lead and zinc.

Ground geophysical techniques may be most effective in the covered areas as a
follow-up to prospecting, mapping and soil sampling of a Phase 1 program.

By far the largest production in the area comes from the huge porphyry copper
deposits and with possible byproduct molybdenum (Mo), gold (Au), silver (Ag),
lead (Pb) and zinc (Zn).

                                       19





                        [MAP SHOWING THE CLAIM LOCATION]




                                       20





                       [MAP SHOWING THE REGIONAL GEOLOGY]




                                       21

COMPETITION

We do not compete directly with anyone for the exploration or removal of
minerals from our property as we hold all interest and rights to the claim.
Readily available commodities markets exist in North America and around the
world for the sale of copper and other minerals. Therefore, we will likely be
able to sell any minerals that we are able to recover.

We will be subject to competition and unforeseen limited sources of supplies in
the industry in the event spot shortages arise for supplies such as dynamite,
and certain equipment such as bulldozers and excavators that we will need to
conduct exploration. We have not yet attempted to locate or negotiate with any
suppliers of products, equipment or services and will not do so until funds are
received from this offering. If we are unsuccessful in securing the products,
equipment and services we need we may have to suspend our exploration plans
until we are able to do so.

BANKRUPTCY OR SIMILAR PROCEEDINGS

There has been no bankruptcy, receivership or similar proceeding.

REORGANIZATIONS, PURCHASE OR SALE OF ASSETS

There have been no material reclassifications, mergers, consolidations, or
purchase or sale of a significant amount of assets not in the ordinary course of
business.

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.

The initial steps of exploration can be carried out without permitting or
notification to any government body as it is deemed "low-disturbance/low-impact"
by the British Columbia Department of Energy Mines and Petroleum Resources
(BCDM).

With respect to the mechanized trenching or diamond drilling a plan of operation
will need to be filed with the BCDM. This plan will detail the extent, location
and amount of surface disturbance for the trenching and/or drilling. As the
amount of trenching and drilling (initially) will be limited, the permit should
be issued within 30 days. We will be required to obtain a refundable bond
(depending on the anticipated amount of disturbance, but generally $3,000 to
$5,000). The bond is to ensure that we reclaim or repair the disturbance caused
by the trenching and drilling. Usually this reclaimation work entails filling in
and smoothing the surface at trenching sites, clean up and removal of any work
material, and seeding native grass/plants at the site of any disturbance.

                                       22

In the event that trees larger than 6 inches in diameter need to be cut down, a
permit will need to be obtained from the BC Ministry of Forests. This usually
takes less than 30 days to obtain. We will try to adjust the areas we work at
and trench around larger trees to avoid any disturbance. If the disturbance to
larger trees is unavoidable then a permit to cut will be obtained.

There are nominal costs involved in obtaining the BCDM or Forestry permits (less
than $100). The bond required by the BCDM is returned (with interest) upon
proper clean up of the site. There will be costs for the crew and equipment
required to fill in the trenches etc., but as heavy equipment is available
locally, and the amount of disturbance is expected to be minimal, the costs will
be most likely be less than $3,000. (1 day - crew & equipment)

All claims staked in British Columbia require $4 per hectare worth of assessment
work to be undertaken in year 1 through 3, followed by $8 per hectare per year
thereafter. In order to retain title to the property exploration work costs must
be recorded and filed with the British Columbia Department of Energy Mines and
Petroleum Resources ("BCDM"). The BCDM charges a filing fee, equal to 10% of the
value of the work recorded, to record the work.

PATENTS, TRADEMARKS, FRANCHISES, CONCESSIONS, ROYALTY AGREEMENTS, OR LABOR
CONTRACTS

We have no current plans for any registrations such as patents, trademarks,
copyrights, franchises, concessions, royalty agreements or labor contracts.

NEED FOR GOVERNMENT APPROVAL FOR ITS PRODUCTS OR SERVICES

We are not required to apply for or have any government approval for our
products or services.

RESEARCH AND DEVELOPMENT COSTS DURING THE LAST TWO YEARS

We have not expended funds for research and development costs since inception.
We paid $4,000 for the geology report and the staking of the claim.

EMPLOYEES AND EMPLOYMENT AGREEMENTS

Our only employees are our officers, Bancha Luangaram (President), Somdul
Manpiankarn (Treasurer) and Prapaipan Chayawatana (Secretary). Each currently
devotes approximately 2-4 hours per week to manage the affairs of the Company.
After receiving funding they will devote as much time as the board of directors
determines is necessary to manage the affairs of the Company. There are no
formal employment agreements between the Company and our current employees.

REPORTS TO SECURITIES HOLDERS

We provide an annual report that includes audited financial information to our
shareholders. We will make our financial information equally available to any
interested parties or investors through compliance with the disclosure rules of
Regulation S-K for a smaller reporting company under the Securities Exchange Act

                                       23

of 1934. We will become subject to disclosure filing requirements once our
S-1registration statement becomes effective, including filing Form 10K annually
and Form 10-Q quarterly. In addition, we will file Form 8-K and other proxy and
information statements from time to time as required. We do not intend to
voluntarily file the above reports in the event that our obligation to file such
reports is suspended under the Exchange Act. The public may read and copy any
materials that we file with the Securities and Exchange Commission, ("SEC"), at
the SEC's Public Reference Room at 100 F Street NE, Washington, DC 20549. The
public may obtain information on the operation of the Public Reference Room by
calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site
(http://www.sec.gov) that contains reports, proxy and information statements,
and other information regarding issuers that file electronically with the SEC.

                             DESCRIPTION OF PROPERTY

We do not currently own any property. The principal executive offices are
located at Foursons Inn, Rambutri Road, Pra Nakorn, Bangkok 10200, Thailand and
are provided by an officer of the Company for no charge. The facilities include
answering services, fax services, secretarial services, reception area and
shared office facilities. Management believes the current premises are
sufficient for its needs at this time.

We currently have no investment policies as they pertain to real estate, real
estate interests or real estate mortgages.

                                LEGAL PROCEEDINGS

We are not currently involved in any legal proceedings and we are not aware of
any pending or potential legal actions.


            MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

We plan to contact a market maker immediately following the completion of the
offering and apply to have the shares quoted on the OTC Electronic Bulletin
Board (OTCBB). The OTCBB is a regulated quotation service that displays
real-time quotes, last sale prices and volume information in over-the-counter
(OTC) securities. The OTCBB is not an issuer listing service, market or
exchange. Although the OTCBB does not have any listing requirements per se, to
be eligible for quotation on the OTCBB, issuers must remain current in their
filings with the SEC or applicable regulatory authority. Market Makers are not
permitted to begin quotation of a security whose issuer does not meet this
filing requirement. Securities already quoted on the OTCBB that become
delinquent in their required filings will be removed following a 30 or 60 day
grace period if they do not make their required filing during that time. We
cannot guarantee that our application will be accepted or approved and our stock
listed and quoted for sale. As of the date of this filing, there have been no
discussions or understandings between Amerthai Minerals with any market maker
regarding participation in a future trading market for our securities.

                                       24

As of the date of this filing, there is no public market for our securities.
There has been no public trading of our securities, and, therefore, no high and
low bid pricing. As of the date of this prospectus Amerthai Minerals had one
shareholder of record. We have paid no cash dividends and have no outstanding
options.

PENNY STOCK RULES

The Securities and 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).

A purchaser is purchasing penny stock which limits the ability to sell the
stock. The shares offered by this prospectus constitute penny stock under the
Securities and Exchange Act. The shares will remain penny stocks 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, which makes it
more difficult for a purchaser to liquidate his/her investment. Any
broker-dealer engaged by the purchaser for the purpose of selling his or her
shares in us will be subject to Rules 15g-1 through 15g-10 of the Securities and
Exchange Act. Rather than creating a need to comply with those rules, some
broker-dealers will refuse to attempt to sell penny stock.

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

     -    contains a description of the nature and level of risk in the market
          for penny stock in both public offerings and secondary trading;

     -    contains a description of the broker's or dealer's duties to the
          customer and of the rights and remedies available to the customer with
          respect to a violation of such duties or other requirements of the
          Securities Act of 1934, as amended;

     -    contains a brief, clear, narrative description of a dealer market,
          including "bid" and "ask" price for the penny stock and the
          significance of the spread between the bid and ask price;

     -    contains a toll-free telephone number for inquiries on disciplinary
          actions;

     -    defines significant terms in the disclosure document or in the conduct
          of trading penny stocks; and

     -    contains such other information and is in such form (including
          language, type, size and format) as the Securities and Exchange
          Commission shall require by rule or regulation;

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

                                       25

     -    the bid and offer quotations for the penny stock;

     -    the compensation of the broker-dealer and its salesperson in the
          transaction;

     -    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

     -    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
their securities.

REGULATION M

Our officers and directors, who will offer and sell the shares, are aware that
they are required to comply with the provisions of Regulation M, promulgated
under the Securities Exchange Act of 1934, as amended. With certain exceptions,
Regulation M precludes the officers and directors, sales agent, any
broker-dealer or other person who participate in the distribution of shares in
this offering from bidding for or purchasing, or attempting to induce any person
to bid for or purchase any security which is the subject of the distribution
until the entire distribution is complete.

REPORTS

We will become subject to certain filing requirements and will furnish annual
financial reports to our stockholders, certified by our independent accountant,
and will furnish un-audited quarterly financial reports in our quarterly reports
filed electronically with the SEC. All reports and information filed by us can
be found at the SEC website, www.sec.gov.

                              FINANCIAL STATEMENTS

The financial statements of Amerthai Minerals Inc. for the period from inception
(January 27, 2010) through March 31, 2010, and related notes, included in this
prospectus have been audited by Chang G. Park, CPA, and have been so included in
reliance upon the opinion of such accountants given upon their authority as an
expert in auditing and accounting.

                                       26

           MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Our current cash balance is $5,140. The Company is currently in the exploration
stage and has minimal expenses, management believes that the Company's current
cash of $5,140 is not sufficient to cover the expenses they will incur during
the next twelve months and additional funding will need to be raised.

If necessary our officers and directors have verbally agreed to loan the Company
funds to pay for professional fees, including fees payable in connection with
the filing of our registration statement on Form S-1, offering costs,
operational expenses and reclamation costs in the event we experience a shortage
of funds during exploration and abandon the claim, however, they have no formal
commitment, arrangement or legal obligation to advance or loan funds to the
Company. In order to achieve our business plan goals, we will need the funding
from this offering. We are an exploration stage company and have generated no
revenue to date. We have sold $10,000 in equity securities to pay for our
minimum level of operations.

Our auditor has issued a going concern opinion. This means that there is
substantial doubt that we can continue as an on-going business for the next
twelve months unless we obtain additional capital to pay our bills. This is
because we have not generated revenues and no revenues are anticipated until we
begin removing and selling minerals. There is no assurance we will ever reach
that point.

Our exploration target is to find exploitable copper or other minerals on our
property. Our success depends on achieving that target. There is the likelihood
of our mineral claim containing little or no economic mineralization or reserves
of copper and other minerals. There is the possibility that our claim does not
contain any reserves and funds that we spend on exploration will be lost. Even
if we complete our current exploration program and are successful in identifying
a mineral deposit we will be required to expend substantial funds to bring our
claim to production. We are unable to assure you we will be able to raise the
additional funds necessary to implement any future exploration or extraction
program even if mineralization is found.

Our plan of operation for the twelve months following the date of this
prospectus is to complete the two phases of the exploration program recommended
by the consulting geologist. In addition to the $24,000 anticipated for the
exploration program as outlined below, we anticipate spending an additional
$26,000 on professional fees, including fees payable in connection with the
filing of our registration statement and complying with reporting obligations,
and general and administrative costs. Total expenditures over the next 12 months
are therefore expected to be approximately $50,000. We will require the funds
from this offering to proceed.

The following work program has been recommended by the consulting geologist who
prepared the geology report on the Boomer Mineral Claim.

                                       27

PHASE 1

Prospecting, mapping and grid controlled soil geochemistry,
all inclusive and anticipated to require  4-6 weeks for
completion                                                             $10,000

PHASE 2

A program of grid controlled ground magnetometer and very
low frequency electro magnetometer (VLF-EM) surveys should
be undertaken over the areas of interest as determined by
the Phase 1 program, all inclusive and 4-7 weeks required
for completion                                                         $14,000
                                                                       -------

                                       Total                           $24,000
                                                                       =======

Phase 2 is contingent upon favorable results from Phase 1.

If we are successful in raising the funds from this offering we plan to commence
Phase 1 of the exploration program on the claim in late summer, 2010.

The above program costs are management's estimates based upon the
recommendations of the professional consulting geologist's report and the actual
project costs may exceed our estimates. To date, we have not commenced
exploration.

Following phase one of the exploration program, if it proves successful in
identifying mineral deposits, we intend to proceed with phase two of our
exploration program. The estimated cost of this program is $14,000 and will take
approximately 4-7 weeks to complete.

We anticipate commencing the second phase of our exploration program in spring
2011. We have a verbal agreement with James McLeod, the consulting geologist who
prepared the geology report on our claim, to retain his services for our planned
exploration program. We cannot provide investors with any assurance that we will
be able to raise sufficient funds to proceed with any work after the exploration
program if we find mineralization.

OFF-BALANCE SHEET ARRANGEMENTS

We do not have any off-balance sheet arrangements that have or are reasonably
likely to have a current or future effect on our financial condition, changes in
financial condition, revenues or expenses, results of operations, liquidity,
capital expenditures or capital resources that is material to investors.

LIMITED OPERATING HISTORY; NEED FOR ADDITIONAL CAPITAL

There is no historical financial information about us on which to base an
evaluation of our performance. We are an exploration stage company and have not

                                       28

generated revenues from operations. We cannot guarantee we will be successful in
our business operations. Our business is subject to risks inherent in the
establishment of a new business enterprise, including limited capital resources,
possible delays in the exploration of our property, and possible cost overruns
due to increases in the cost of services.

To become profitable and competitive, we must conduct the exploration of our
properties before we start into production of any minerals we may find. We are
seeking funding from this offering to provide the capital required for our
exploration program. We believe that the funds from this offering will allow us
to operate for one year.

LIQUIDITY AND CAPITAL RESOURCES

To meet our need for cash we are attempting to raise money from this offering.
We cannot guarantee that we will be able to sell all the shares required. If we
are successful any money raised will be applied to the items set forth in the
Use of Proceeds section of this prospectus. If the first phase of our
exploration program is successful in identifying mineral deposits we will
proceed with phase 2. We will require additional funds for any subsequent
drilling and extraction. The sources of funding we may consider to fund this
work include a second public offering, a private placement of our securities or
loans from our directors or others.

If necessary our officers and directors have verbally agreed to loan the Company
funds to pay for professional fees, including fees payable in connection with
the filing of our registration statement on Form S-1, offering costs,
operational expenses and reclamation costs in the event we experience a shortage
of funds during exploration and abandon the claim. While they have agreed to
advance the funds, the agreement is verbal and is unenforceable as a matter of
law.

We have not carried out any exploration work on the claim and have incurred
$4,000 in exploration costs, which was the cost of the claim and staking.

We received our initial funding of $10,000 through the sale of common stock to
an officer and director, who purchased 2,500,000 shares of our common stock at
$0.004 per share in January, 2010. From inception until the date of this filing
we have had no operating activities. Our financial statements for the period
from inception (January 27, 2010) through March 31, 2010 report no revenues and
a net loss of $4,860.

CRITICAL ACCOUNTING POLICIES

BASIS OF ACCOUNTING

The Company's financial statements are prepared using the accrual method of
accounting. The Company has elected a March 31, year-end.

                                       29

BASIC EARNINGS (LOSS) PER SHARE

ASC No. 260, "Earnings Per Share", specifies the computation, presentation and
disclosure requirements for earnings (loss) per share for entities with publicly
held common stock. The Company has adopted the provisions of ASC No. 260.

Basic net earnings (loss) per share amounts is computed by dividing the net
earnings (loss) by the weighted average number of common shares outstanding.
Diluted earnings (loss) per share are the same as basic earnings (loss) per
share due to the lack of dilutive items in the Company.

CASH EQUIVALENTS

The Company considers all highly liquid investments purchased with an original
maturity of three months or less to be cash equivalents.

USE OF ESTIMATES AND ASSUMPTIONS

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates. In accordance with ASC No. 250
all adjustments are normal and recurring.

INCOME TAXES

Income taxes are provided in accordance with ASC No. 740, Accounting for Income
Taxes. A deferred tax asset or liability is recorded for all temporary
differences between financial and tax reporting and net operating loss
carryforwards. Deferred tax expense (benefit) results from the net change during
the year of deferred tax assets and liabilities.

Deferred tax assets are reduced by a valuation allowance when, in the opinion of
management, it is more likely than not that some portion or all of the deferred
tax assets will not be realized. Deferred tax assets and liabilities are
adjusted for the effects of changes in tax laws and rates on the date of
enactment.

REVENUE

The Company records revenue on the accrual basis when all goods and services
have been performed and delivered, the amounts are readily determinable, and
collection is reasonably assured. The Company has not generated any revenue
since its inception.

                                       30

ADVERTISING

The Company will expense its advertising when incurred. There has been no
advertising since inception.

MINING EXPENSES

Amerthai has been in the exploration stage since its inception and has not yet
realized any revenues from its planned operations. It is primarily engaged in
the acquisition and exploration of mining properties. Mineral property
exploration costs are expensed as incurred. Mineral property acquisition costs
are initially capitalized when incurred using the guidance in EITF 04-02,
"Whether Mineral Rights Are Tangible or Intangible Assets". The Company assesses
the carrying costs for impairment under ASC No. 360, "Impairment or Disposal of
Long Lived Assets" at each fiscal quarter end. When it has been determined that
a mineral property can be economically developed as a result of establishing
proven and probable reserves, the costs then incurred to develop such property,
are capitalized. Such costs will be amortized using the units-of-production
method over the estimated life of the probable reserve. If mineral properties
are subsequently abandoned or impaired, any capitalized costs will be charged to
operations.

      CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON FINANCIAL DISCLOSURE

None.

            DIRECTOR, EXECUTIVE OFFICER, PROMOTER AND CONTROL PERSON

The officers and directors of Amerthai Minerals, whose one year terms will
expire 3/31/11, or at such a time as their successor(s) shall be elected and
qualified are as follows:

                                                    Date First
Name & Address              Age      Position        Elected        Term Expires
- --------------              ---      --------        -------        ------------

Bancha Luangaram             36     President,       1/27/10           3/31/11
Foursons Inn, Rambutri Rd           CEO,
Pra Nakorn Bangkok 10200            Director
Thailand

Somdul Manpiankarn           36     Treasurer,        1/27/10          3/31/11
Foursons Inn, Rambutri Rd           CFO,
Pra Nakorn Bangkok 10200            Director
Thailand

Prapaipan Chayawatana        62     Secretary,       1/27/10           3/31/11
Foursons Inn, Rambutri Rd           Director
Pra Nakorn Bangkok 10200
Thailand

                                       31

The foregoing persons are promoters of Amerthai Minerals Inc., as that term is
defined in the rules and regulations promulgated under the Securities and
Exchange Act of 1933.

Directors are elected to serve until the next annual meeting of stockholders and
until their successors have been elected and qualified. Officers are appointed
to serve until the meeting of the board of directors following the next annual
meeting of stockholders and until their successors have been elected and
qualified.

Each of our officers and directors currently devote approximately 2-4 hours per
week to manage the affairs of the Company. In the future they intend to devote
as much time as the board of directors deems necessary to manage the affairs of
the Company.

No executive officer or director of the corporation has been the subject of any
order, judgment, or decree of any court of competent jurisdiction, or any
regulatory agency permanently or temporarily enjoining, barring, suspending or
otherwise limiting him or her from acting as an investment advisor, underwriter,
broker or dealer in the securities industry, or as an affiliated person,
director or employee of an investment company, bank, savings and loan
association, or insurance company or from engaging in or continuing any conduct
or practice in connection with any such activity or in connection with the
purchase or sale of any securities. No executive officer or director of the
corporation has been convicted in any criminal proceeding (excluding traffic
violations) or is the subject of a criminal proceeding which is currently
pending.

BACKGROUND INFORMATION

DR. BANCHA LUANGARAM has been President, CEO and a Director of Amerthai Minerals
Inc. since January 27, 2010. Currently Dr. Luangarm practices dentistry as a
prosthodontist at Kasemrat Hospital, Bangkok, and also practices at the Khaosarn
Smile Dental Clinic that he co-owns with Dr. Manpiankarn. From April 1998 to
2000, he practiced dentistry at the Public Health Department, Kanchanaburi
Municipality in Kanchanaburi, Thailand. He has also practiced dentistry at
Bangkok Dental Spa, Bangkok Smile Dental Clinic which are private dental clinics
and at Bang Po Hospital located in Bangkok, Thailand. Dr. Luangaram was one of
the partners that opened Bangkok Dental Pavilion, a private dental clinic
located in Bangkok. He attended Mahidol University in Bangkok, Thailand and
received a Doctor of Dental Science degree in 1998. He then earned his graduate
diploma of clinical sciences (Prosthodontics) from Chulalongkorn University in
2001. Dr. Luangaram intends to devote his time as required to the business of
the Company.

LT. DR. SOMDUL MANPIANKARN has been Treasurer, CFO and a Director of Amerthai
Minerals Inc. since January 27, 2010. Currently Dr. Manpiankarn practices
dentistry as an endodontist at Kasemrat Hospital, Bangkok, Bangkok Hospital,
Pattaya and also practices at Khaosarn Smile Dental Clinic which he co-owns with
Dr. Luangaram. From April 1998 to 2001, he practiced dentistry for the Royal
Thai Survey Department. He has also practiced dentistry at Rom Mai Dental
Clinic, Clinic Banglumpoo, LDC Dental Clinic, Bangkok Smile Dental Clinic and
Thong Lor Dental Clinic which are private dental clinics located in Bangkok,

                                       32

Thailand. Dr. Manpiankarn was one of the partners that opened Bangkok Dental
Pavilion, a private dental clinic located in Bangkok. He attended Mahidol
University in Bangkok, Thailand and received a Doctor of Dental Science degree
in 1998. He later received Certificate Specialty Training in Endodontics from
Mahidol University in 2002. Dr. Manpiankarn intends to devote his time as
required to the business of the Company.

PRAPAIPAN CHAYAWATANA has been Secretary and a Director of Amerthai Minerals
Inc. since January 27, 2010. She has been a housewife for the last 35 years,
with the exception of working on the editorial staff at Krua Magazine in Bangkok
Thailand in 1995, writing articles on Food and Cooking. She has been an avid
seamstress, designing clothes for over 45 years. From November 2004 to May 2006
she was the Treasurer, CFO, Principal Accounting Officer and a Director of Lam
Liang Corp., a publicly-traded Nevada corporation that was in the business of
designing, producing and selling fashionable computer laptop cases for women
based in Bangkok, Thailand. Mrs. Chayawatana attended Srinakarin Viroj
University in Bangkok, Thailand and received a Bachelor of Education degree in
1972. She also received a Bachelor of Nutrition degree from Sukhothai
Phammatiraj University, in Bangkok, Thailand in 1985. Mrs. Chayawatana intends
to devote her time as required to the business of the Company.

                             EXECUTIVE COMPENSATION

Our current officers receive no compensation. The current Board of Directors is
comprised of Bancha Luangaram, Somdul Manpiankarn and Prapaipan Chayawatana.

                           SUMMARY COMPENSATION TABLE



                                                                                 Change in
                                                                                  Pension
                                                                                 Value and
                                                                   Non-Equity   Nonqualified
                                                                   Incentive     Deferred       All
 Name and                                                            Plan         Compen-      Other
 Principal                                   Stock       Option     Compen-       sation       Compen-
 Position       Year   Salary     Bonus      Awards      Awards     sation       Earnings      sation     Totals
- ------------    ----   ------     -----      ------      ------     ------       --------      ------     ------
                                                                                 
Bancha          2010     0         0           0            0          0            0             0         0
Luangaram,
President &
CEO

Somdul          2010     0         0           0            0          0            0             0         0
Manpiankarn,
Treasurer &
CFO

Prapaipan       2010     0         0           0            0          0            0             0         0
Chayawatana,
Secretary


                                       33



                  OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

                                      Option Awards                                             Stock Awards
          -----------------------------------------------------------------   ----------------------------------------------
                                                                                                                    Equity
                                                                                                                   Incentive
                                                                                                       Equity        Plan
                                                                                                      Incentive     Awards:
                                                                                                        Plan       Market or
                                                                                                       Awards:      Payout
                                          Equity                                                      Number of    Value of
                                         Incentive                            Number                  Unearned     Unearned
                                        Plan Awards;                            of         Market      Shares,      Shares,
           Number of      Number of      Number of                            Shares      Value of    Units or     Units or
          Securities     Securities     Securities                           or Units    Shares or     Other         Other
          Underlying     Underlying     Underlying                           of Stock     Units of     Rights       Rights
          Unexercised    Unexercised    Unexercised   Option      Option       That      Stock That     That         That
          Options (#)    Options (#)     Unearned     Exercise  Expiration   Have Not     Have Not    Have Not     Have Not
Name      Exercisable   Unexercisable   Options (#)    Price       Date      Vested(#)     Vested      Vested       Vested
- ----      -----------   -------------   -----------    -----       ----      ---------     ------      ------       ------
                                                                                       
Bancha         0              0              0           0           0           0            0           0            0
Luangaram
CEO

Somdul         0              0              0           0           0           0            0           0            0
Manpiankarn
CFO

Prapaipan      0              0              0           0           0           0            0           0            0
Chayawatan
Secretary

                              DIRECTOR COMPENSATION
                                                                           Change in
                                                                            Pension
                                                                           Value and
                         Fees                            Non-Equity       Nonqualified
                        Earned                            Incentive        Deferred
                       Paid in      Stock     Option        Plan         Compensation     All Other
    Name                 Cash      Awards     Awards     Compensation      Earnings      Compensation     Total
    ----                 ----      ------     ------     ------------      --------      ------------     -----
Bancha Luangaram          0         0           0            0                0               0            0

Somdul Manpiankarn        0         0           0            0                0               0            0

Prapaipan Chayawatana     0         0           0            0                0               0            0


There are no current employment agreements between the Company and its executive
officerS.

In January, 2010, a total of 2,500,000 shares of common stock were issued to
Prapaipan Chayawatana, an officer and director of the Company, in exchange for
cash in the amount of $10,000 U.S., or $.004 per share. The terms of these stock
issuances were fair to the Company, in the opinion of the board of directors.

                                       34

Each of our officers and directors currently devote approximately 2-4 hours per
week to manage the affairs of the Company. They have agreed to work with no
remuneration until such time as the Company receives sufficient revenues
necessary to provide management salaries. At this time, we cannot accurately
estimate when sufficient revenues will occur to implement this compensation, or
what the amount of the compensation will be.

There are no annuity, pension or retirement benefits proposed to be paid to
officers, directors or employees in the event of retirement at normal retirement
date pursuant to any presently existing plan provided or contributed to by the
Company or any of its subsidiaries, if any.

         SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information on the ownership of Amerthai Minerals
Inc. voting securities by officers, directors and major shareholders as well as
those who own beneficially more than five percent of our common stock as of the
date of this prospectus:

                                No. of        No. of
                                Shares        Shares     Percentage of Ownership
     Name of                    Before        After         Before       After
Beneficial Owner (1)           Offering      Offering      Offering    Offering
- ----------------               --------      --------      --------    --------

Prapaipan Chayawatana          2,500,000     2,500,000       100%         50%

Bancha Luangaram                       0             0         0%          0%

Somdul Manpiankarn                     0             0         0%          0%

All Officers and
 Directors as a Group          2,500,000     2,500,000       100%         50%

- ----------
(1)  The person named may be deemed to be a "parent" and "promoter" of the
     Company, within the meaning of such terms under the Securities Act of 1933,
     as amended.

                 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The officers and directors of the Company will not be paid for any underwriting
services that they perform on our behalf with respect to this offering. They
will also not receive any interest on any funds that they may advance to us for
expenses incurred prior to the offering being closed. Any funds loaned will be
repaid from the proceeds of the offering.

In January 2010, a total of 2,500,000 shares of Common Stock were issued to
Prapaipan Chayawatana, an officer and director of the Company, in exchange for
$10,000 US, or $.004 per share. All of such shares are "restricted" securities,
as that term is defined by the Securities Act of 1933, as amended, and are held
by the officer and director of the Company. (See "Principal Stockholders".)

                                       35

                                 INDEMNIFICATION

Pursuant to the Articles of Incorporation and By-Laws of the corporation, we may
indemnify an officer or director who is made a party to any proceeding,
including a law suit, because of his position, if he acted in good faith and in
a manner he reasonably believed to be in our best interest. In certain cases, we
may advance expenses incurred in defending any such proceeding. To the extent
that the officer or director is successful on the merits in any such proceeding
as to which such person is to be indemnified, we must indemnify him against all
expenses incurred, including attorney's fees. With respect to a derivative
action, indemnity may be made only for expenses actually and reasonably incurred
in defending the proceeding, and if the officer or director is judged liable,
only by a court order. The indemnification is intended to be to the fullest
extent permitted by the laws of the State of Nevada.

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 our 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.

                                       36

                           Chang G. Park, CPA, Ph. D.
    * 2667 CAMINO DEL RIO SOUTH PLAZA B * SAN DIEGO * CALIFORNIA 92108-3707 *
      * TELEPHONE (858)722-5953 * FAX (858) 761-0341 * FAX (858) 433-2979
                         * E-MAIL changgpark@gmail.com *



             Report of Independent Registered Public Accounting Firm

To the Board of Directors and Managements of
Amerthai Minerals Inc.
(A Development Stage Company)

We have audited the  accompanying  balance sheet of Amerthai  Minerals Inc. (the
Development Stage "Company") as of March 31, 2010 and the related  statements of
operations,  changes in shareholders'  equity and cash flows for the period from
January 27, 2010 (inception) through March 31, 2010. These financial  statements
are the  responsibility of the Company's  management.  Our  responsibility is to
express an opinion on these financial statements based on our audits.

We conducted  our audit in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the 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,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial  position of Amerthai  Minerals Inc. (the
"Company") as of March 31, 2010,  and the results of its operations and its cash
flows for the period from January 27, 2010 (inception) through March 31, 2010 in
conformity with U.S. generally accepted accounting principles.

The  financial  statements  have been  prepared  assuming  that the Company will
continue as a going concern. As discussed in Note 4 to the financial statements,
the Company's losses from operations raise  substantial  doubt about its ability
to continue as a going  concern.  The  financial  statements  do not include any
adjustments that might result from the outcome of this uncertainty.


/s/ Chang Park
- ------------------------------
CHANG G. PARK, CPA

May 25, 2010
San Diego, CA. 92108



        Member of the California Society of Certified Public Accountants
          Registered with the Public Company Accounting Oversight Board

                                      F-1

                             AMERTHAI MINERALS INC.
                         (An Exploration Stage Company)
                                  Balance Sheet
- --------------------------------------------------------------------------------


                                                                      As of
                                                                     March 31,
                                                                       2010
                                                                     --------
                                     ASSETS

CURRENT ASSETS
  Cash                                                               $  5,140
                                                                     --------

TOTAL CURRENT ASSETS                                                    5,140
                                                                     --------

      TOTAL ASSETS                                                   $  5,140
                                                                     ========

                       LIABILITIES & STOCKHOLDERS' EQUITY

STOCKHOLDERS' EQUITY
  Common stock, ($0.001 par value, 75,000,000 shares
   authorized; 2,500,000 shares issued and outstanding
   as of March 31, 2010                                              $  2,500
  Additional paid-in capital                                            7,500
 Deficit accumulated during exploration stage                          (4,860)

                                                                     --------

TOTAL STOCKHOLDERS' EQUITY                                              5,140
                                                                     --------

      TOTAL LIABILITIES & STOCKHOLDERS' EQUITY                       $  5,140
                                                                     ========


                        See Notes to Financial Statements

                                      F-2

                             AMERTHAI MINERALS INC.
                         (An Exploration Stage Company)
                             Statement of Operations
- --------------------------------------------------------------------------------


                                                               January 27, 2010
                                                                 (inception)
                                                                   through
                                                                  March 31,
                                                                    2010
                                                                 ----------
REVENUES
  Revenues                                                       $       --
                                                                 ----------
TOTAL REVENUES                                                           --

EXPENSES
  Office and Administrative                                             860
  Mineral Exploration Expenses                                        4,000
                                                                 ----------
TOTAL EXPENSES                                                        4,860
                                                                 ----------

NET INCOME (LOSS)                                                $   (4,860)
                                                                 ==========

NET LOSS PER BASIC AND DILITED SHARE                             $    (0.00)
                                                                 ==========

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING              2,500,000
                                                                 ==========



                        See Notes to Financial Statements

                                      F-3

                             AMERTHAI MINERALS INC.
                         (An Exploration Stage Company)
                  Statement of Changes in Stockholders' Equity
            From January 27, 2010 (Inception) through March 31, 2010
- --------------------------------------------------------------------------------



                                                                                       Deficit
                                                                                     Accumulated
                                                            Common     Additional      During
                                               Common       Stock       Paid-in      Exploration
                                               Stock        Amount      Capital         Stage        Total
                                               -----        ------      -------         -----        -----
                                                                                     
BALANCE, JANUARY 27, 2010                           --     $    --      $    --       $     --      $    --

Stock issued for cash on January 27, 2010
 @ $0.004 per share                          2,500,000       2,500        7,500         10,000

Net loss, March 31, 2010                                                                (4,860)      (4,860)
                                            ----------     -------      -------       --------      -------

BALANCE, MARCH 31, 2010                      2,500,000     $ 2,500      $ 7,500       $ (4,860)     $ 5,140
                                            ==========     =======      =======       ========      =======




                        See Notes to Financial Statements

                                      F-4

                             AMERTHAI MINERALS INC.
                         (An Exploration Stage Company)
                             Statement of Cash Flows
- --------------------------------------------------------------------------------


                                                               January 27, 2010
                                                                  (inception)
                                                                    through
                                                                   March 31,
                                                                     2010
                                                                   --------
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income (loss)                                                $ (4,860)
  Adjustments to reconcile net loss to net cash
   provided by (used in) operating activities:

  Changes in operating assets and liabilities:                           --
                                                                   --------
      NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES            (4,860)

CASH FLOWS FROM INVESTING ACTIVITIES

      NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES                --

CASH FLOWS FROM FINANCING ACTIVITIES
  Issuance of common stock                                           10,000
                                                                   --------
      NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES            10,000
                                                                   --------

NET INCREASE (DECREASE) IN CASH                                       5,140

CASH AT BEGINNING OF PERIOD                                              --
                                                                   --------

CASH AT END OF YEAR                                                $  5,140
                                                                   ========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

Cash paid during year for:
  Interest                                                         $     --
                                                                   ========

  Income Taxes                                                     $     --
                                                                   ========


                        See Notes to Financial Statements

                                      F-5

                             AMERTHAI MINERALS INC.
                         (An Exploration Stage Company)
                          Notes to Financial Statements
                                 March 31, 2010
- --------------------------------------------------------------------------------

NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS

Amerthai  Minerals  Inc. (the  Company) was  incorporated  under the laws of the
State of Nevada on January  27,  2010.  The  Company was formed to engage in the
acquisition, exploration and development of natural resource properties.

The  Company  is in the  exploration  stage.  Its  activities  to date have been
limited to capital formation, organization and development of its business plan.
The Company has not commenced any exploration activities.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF ACCOUNTING

The Company's  financial  statements  are prepared  using the accrual  method of
accounting. The Company has elected a March 31, year-end.

BASIC EARNINGS (LOSS) PER SHARE

ASC No. 260, "Earnings Per Share",  specifies the computation,  presentation and
disclosure requirements for earnings (loss) per share for entities with publicly
held common stock. The Company has adopted the provisions of ASC No. 260.

Basic net  earnings  (loss) per share  amounts is computed  by dividing  the net
earnings  (loss) by the weighted  average  number of common shares  outstanding.
Diluted  earnings  (loss)  per share are the same as basic  earnings  (loss) per
share due to the lack of dilutive items in the Company.

CASH EQUIVALENTS

The Company considers all highly liquid  investments  purchased with an original
maturity of three months or less to be cash equivalents.

USE OF ESTIMATES AND ASSUMPTIONS

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the  reported  amounts of revenues  and expenses  during the  reporting  period.
Actual results could differ from those estimates. In accordance with ASC No. 250
all adjustments are normal and recurring.

                                      F-6

                             AMERTHAI MINERALS INC.
                         (An Exploration Stage Company)
                          Notes to Financial Statements
                                 March 31, 2010
- --------------------------------------------------------------------------------

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

INCOME TAXES

Income taxes are provided in accordance with ASC No. 740,  Accounting for Income
Taxes.  A  deferred  tax  asset  or  liability  is  recorded  for all  temporary
differences   between  financial  and  tax  reporting  and  net  operating  loss
carryforwards. Deferred tax expense (benefit) results from the net change during
the year of deferred tax assets and liabilities.

Deferred tax assets are reduced by a valuation allowance when, in the opinion of
management,  it is more likely than not that some portion or all of the deferred
tax  assets  will not be  realized.  Deferred  tax assets  and  liabilities  are
adjusted  for the  effects  of  changes  in tax  laws  and  rates on the date of
enactment.

REVENUE

The Company  records  revenue on the accrual  basis when all goods and  services
have been performed and  delivered,  the amounts are readily  determinable,  and
collection  is  reasonably  assured.  The Company has not  generated any revenue
since its inception.

ADVERTISING

The  Company  will  expense its  advertising  when  incurred.  There has been no
advertising since inception.

MINING EXPENSES

Amerthai has been in the  exploration  stage since its inception and has not yet
realized any revenues from its planned  operations.  It is primarily  engaged in
the  acquisition  and  exploration  of  mining   properties.   Mineral  property
exploration costs are expensed as incurred.  Mineral property  acquisition costs
are  initially  capitalized  when  incurred  using the  guidance  in EITF 04-02,
"WHETHER MINERAL RIGHTS ARE TANGIBLE OR INTANGIBLE ASSETS". The Company assesses
the carrying costs for impairment under ASC No. 360,  "IMPAIRMENT OR DISPOSAL OF
LONG LIVED Assets" at each fiscal quarter end. When it has been  determined that
a mineral  property can be  economically  developed as a result of  establishing
proven and probable reserves,  the costs then incurred to develop such property,
are  capitalized.  Such costs will be  amortized  using the  units-of-production
method over the estimated life of the probable  reserve.  If mineral  properties
are subsequently abandoned or impaired, any capitalized costs will be charged to
operations.

                                      F-7

                             AMERTHAI MINERALS INC.
                         (An Exploration Stage Company)
                          Notes to Financial Statements
                                 March 31, 2010
- --------------------------------------------------------------------------------

NOTE 3. RECENT ACCOUNTING PRONOUCEMENTS

Recent  accounting  pronouncements  that are  listed  below did  and/or  are not
currently  expected  to  have  a  material  effect  on the  Company's  financial
statements.

In  February  2010,  the FASB issued  Accounting  Standards  Update  ("ASU") No.
2010-09,  "Amendments to Certain Recognition and Disclosure  Requirements" ("ASU
2010-09"),  which is included in the FASB Accounting Standards Codification (the
"ASC") Topic 855 (Subsequent Events). ASU 2010-09 clarifies that an SEC filer is
required  to evaluate  subsequent  events  through  the date that the  financial
statements  are issued.  ASU 2010-09 is effective upon the issuance of the final
update  and  did  not  have a  significant  impact  on the  Company's  financial
statements.

In June 2009, the FASB issued SFAS No. 167,  "Amendments to FASB  Interpretation
No. 46(R) ("SFAS 167"). SFAS 167 amends the consolidation guidance applicable to
variable interest entities.  The provisions of SFAS 167 significantly affect the
overall consolidation analysis under FASB Interpretation No. 46(R).

SFAS 167 is effective  as of the  beginning of the first fiscal year that begins
after  November 15, 2009. The Company does not expect the provisions of SFAS 167
to have a material  effect on the financial  position,  results of operations or
cash flows of the Company.

In June 2009,  the FASB  issued  SFAS No. 168,  "The FASB  Accounting  Standards
Codification and the Hierarchy of Generally Accepted  Accounting  Principles - a
replacement of FASB Statement No. 162" ("SFAS No. 168").  Under SFAS No. 168 the
"FASB Accounting Standards Codification" ("Codification") will become the source
of authoritative U. S. GAAP to be applied by nongovernmental entities. Rules and
interpretive  releases of the Securities and Exchange  Commission  ("SEC") under
authority of federal  securities laws are also sources of authoritative GAAP for
SEC registrants.

SFAS No. 168 is effective for financial statements issued for interim and annual
periods ending after September 15, 2009. On the effective date, the Codification
superseded all then-existing  non-SEC  accounting and reporting  standards.  All
other  non-grandfathered  non-SEC  accounting  literature  not  included  in the
Codification became non-authoritative.  The Company does not expect the adoption
of SFAS No. 168 to have an impact on the financial statements.

                                      F-8

                             AMERTHAI MINERALS INC.
                         (An Exploration Stage Company)
                          Notes to Financial Statements
                                 March 31, 2010
- --------------------------------------------------------------------------------

NOTE 4. GOING CONCERN

The  accompanying  financial  statements are presented on a going concern basis.
The Company had no  operations  during the period from January 27, 2010 (date of
inception) to March 31, 2010 and generated a net loss of $4,860.  This condition
raises  substantial  doubt  about the  Company's  ability to continue as a going
concern.  The  Company is  currently  in the  exploration  stage and has minimal
expenses,  management  believes that the Company's current cash of $5,140 is not
sufficient  to cover the expenses  they will incur during the next twelve months
and additional funding will need to be raised.

NOTE 5. WARRANTS AND OPTIONS

There are no warrants or options outstanding to acquire any additional shares of
common stock.

NOTE 6. RELATED PARTY TRANSACTIONS

The officers and directors of the Company may, in the future, become involved in
other business opportunities as they become available,  they may face a conflict
in selecting  between the Company and their other  business  opportunities.  The
Company has not formulated a policy for the resolution of such conflicts.

NOTE 7. INCOME TAXES

                                                            As of March 31, 2010
                                                            --------------------
     Deferred tax assets:
       Net operating tax carryforwards                            $ 4,860
       Tax rate                                                        34%
                                                                  -------
       Gross deferred tax assets                                    1,652
       Valuation allowance                                         (1,652)
                                                                  -------

           Net deferred tax assets                                $    --
                                                                  =======

Realization of deferred tax assets is dependent upon  sufficient  future taxable
income during the period that deductible temporary differences and carryforwards
are expected to be available to reduce  taxable  income.  As the  achievement of
required  future taxable income is uncertain,  the Company  recorded a valuation
allowance.

                                      F-9

                             AMERTHAI MINERALS INC.
                         (An Exploration Stage Company)
                          Notes to Financial Statements
                                 March 31, 2010
- --------------------------------------------------------------------------------

NOTE 8. NET OPERATING LOSSES

As of March 31,  2010,  the Company has a net  operating  loss  carryforward  of
approximately  $4,860. Net operating loss carryforwards expire twenty years from
the date the loss was incurred.

NOTE 9. STOCK TRANSACTIONS

Transactions,  other than employees' stock issuance,  are in accordance with ASC
No. 505.  Thus  issuances  shall be accounted for based on the fair value of the
consideration  received.  Transactions  with  employees'  stock  issuance are in
accordance with ASC No. 718. These issuances shall be accounted for based on the
fair  value  of the  consideration  received  or the fair  value  of the  equity
instruments issued, or whichever is more readily determinable.

On January 27, 2010,  the Company  issued a total of 2,500,000  shares of common
stock to Prapaipan  Chayawatana for cash in the amount of $0.004 per share for a
total of $10,000.

As of March 31, 2010 the Company had 2,500,000 shares of common stock issued and
outstanding.

NOTE 10. STOCKHOLDERS' EQUITY

The  stockholders'  equity section of the Company contains the following classes
of capital stock as of March 31, 2010:

Common stock, $ 0.001 par value: 75,000,000 shares authorized;  2,500,000 shares
issued and outstanding.

NOTE 11. MINING CLAIM

The mineral  exploration  expense amounting to $4,000 was for the acquisition of
the Boomer mining claim and geological  report. The claim is good standing until
February 22, 2011.

Title to the  property  is held by Omega  Exploration  Services,  of which James
McLeod,  the Company's  consulting  geologist,  is the beneficial  owner.  Omega
Exploration Services and James McLeod hold the claim in trust for the Company in
accordance with the Declaration of Trust declared by James McLeod, the Company's
consulting geologist and dated March 3, 2010.

The Boomer  property  consists of one located,  lode mineral claim  comprising a
total of 25  contiguous  claim  cells for a total  area of  approximately  1,230
acres.  The  property  is situated in the  Kamloops  Region of southern  British
Columbia. The Company is the beneficial owner of the Boomer mineral claim.

                                      F-10

                             AMERTHAI MINERALS INC.
                         (An Exploration Stage Company)
                          Notes to Financial Statements
                                 March 31, 2010
- --------------------------------------------------------------------------------

NOTE 11. MINING CLAIM (CONTINUED)

All claims staked in British Columbia require $4 per hectare worth of assessment
work to be  undertaken  in year 1 through 3, followed by $8 per hectare per year
thereafter. Such work will be reported and filed at the appropriate time.

In order to retain title to the property exploration work costs must be recorded
and filed with the British  Columbia  Department  of Energy Mines and  Petroleum
Resources ("BCDM").  The BCDM charges a filing fee, equal to 10% of the value of
the work recorded, to record the work.

NOTE 12. SUBSEQUENT EVENTS

The Company  evaluated all events or transactions  that occurred after March 31,
2010 up through date the Company issued these financial statements.  During this
period, the Company did not have any material recognizable subsequent events.


                                      F-11





                      DEALER PROSPECTUS DELIVERY OBLIGATION

"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 DEALERS' 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 the offering are denoted below. Please note all amounts
are estimates other than the Commission's registration fee.

      Securities and Exchange Commission registration fee          $    4
      Accounting fees and expenses                                 $2,500
      Legal fees                                                   $1,200
      Preparation and EDGAR conversion fees                        $1,300
      Transfer Agent fees                                          $  500
      Printing                                                     $  146
                                                                   ------
      Total                                                        $5,650
                                                                   ======

INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Company's By-Laws allow for the indemnification of the officers and
directors in regard to their carrying out the duties of their offices. The board
of directors will make determination regarding the indemnification of the
director, officer or employee as is proper under the circumstances if he/she has
met the applicable standard of conduct set forth in the Nevada General
Corporation Law.

Section 78.751 of the Nevada Business Corporation Act provides that each
corporation shall have the following powers:

"1. A corporation may indemnify 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,
except an action by or in the right of the corporation, by reason of any fact
that he is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses, including attorneys fees, judgments, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with the action, suit or proceeding if he acted in good faith and in
a manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a pleas of nolo contendere or its equivalent, does not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and that, with respect to any criminal action or
proceeding, he had a reasonable cause to believe that his conduct was unlawful.

                                      II-1

2. A corporation may indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action or suit by or
in the right of the corporation to procure a judgment in its favor by reason of
the fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses, including amounts paid in
settlement and attorneys fees actually and reasonably incurred by him in
connection with the defense or settlement of the action or suit if he acted in
good faith and in a manner which he reasonably believed to be in or not opposed
to the best interests of the corporation. Indemnification may not be made for
any claim, issue or matter as to which such a person has been adjudged by a
court of competent jurisdiction, after exhaustion of all appeals therefrom, to
be liable to the corporation or for amounts paid in settlement to the
corporation, unless and only to the extent that the court in which the action or
suit was brought or other court of competent jurisdiction, determines upon
application that in view of all the circumstances of the case, the person is
fairly and reasonably entitled to indemnity for such expenses as the court deems
proper.

3. To the extent that a director, officer, employee or agent of a corporation
has been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in sections 1 and 2, or in defense of any claim, issue or
matter therein, he must be indemnified by the corporation against expenses,
including attorneys fees, actually and reasonably incurred by him in connection
with the defense.

4. Any indemnification under sections 1 and 2, unless ordered by a court or
advanced pursuant to section 5, must be made by the corporation only as
authorized in the specific case upon a determination that indemnification of the
director, officer, employee or agent is proper in the circumstances. The
determination must be made:

     a.   By the stockholders;

     b.   By the board of directors by majority  vote of a quorum  consisting of
          directors who were not parties to the act, suit or proceeding;

     c.   If a majority  vote of a quorum  consisting  of directors who were not
          parties to the act, suit or proceeding so orders, by independent legal
          counsel, in a written opinion; or

     d.   If a quorum  consisting  of directors who were not parties to the act,
          suit or proceeding cannot be obtained, by independent legal counsel in
          a written opinion.

5. The certificate of articles of incorporation, the bylaws or an agreement made
by the corporation may provide that the expenses of officers and directors
incurred in defending a civil or criminal action, suit or proceeding must be
paid by the corporation as they are incurred and in advance of the final
disposition of the action, suit or proceeding, upon receipt of an undertaking by
or on behalf of the director or officer to repay the amount if it is ultimately
determined by a court of competent jurisdiction that he is not entitled to be
indemnified by the corporation. The provisions of this section do not affect any

                                      II-2

rights to advancement of expenses to which corporate personnel other than
director or officers may be entitled under any contract or otherwise by law.

6. The indemnification and advancement of expenses authorized in or ordered by a
court pursuant to this section:

     a.   Does not include any other rights to which a person seeking
          indemnification or advancement of expenses may be entitled under the
          certificate or articles of incorporation or any bylaw, agreement, vote
          of stockholders or disinterested directors or otherwise, for either an
          action in his official capacity or an action in another capacity while
          holding his office, except that indemnification, unless ordered by a
          court pursuant to section 2 or for the advancement of expenses made
          pursuant to section 5, may not be made to or on behalf of any director
          or officer if a final adjudication establishes that his acts or
          omission involved intentional misconduct, fraud or a knowing violation
          of the law and was material to the cause of action.

     b.   Continues for a person who has ceased to be a director, officer,
          employee or agent and inures to the benefit of the heirs, executors
          and administrators of such a person.

     c.   The Articles of Incorporation provides that "the Corporation shall
          indemnify its officers, directors, employees and agents to the fullest
          extent permitted by the General Corporation Law of Nevada, as amended
          from time to time."

As to indemnification for liabilities arising under the Securities Act of 1933
for directors, officers or persons controlling Amerthai Minerals Inc., we have
been informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy and unenforceable.

RECENT SALES OF UNREGISTERED SECURITIES

Set forth below is information regarding the issuance and sales of securities
without registration since inception. No such sales involved the use of an
underwriter; no advertising or public solicitation was involved; the securities
bear a restrictive legend; and no commissions were paid in connection with the
sale of any securities.

In January 2010, a total of 2,500,000 shares of common stock were issued in
exchange for $10,000 US, or $.004 per share. These securities were issued to an
officer and director of the Company.

                                      II-3

                                    EXHIBITS

     Exhibit 3.1       Articles of Incorporation
     Exhibit 3.2       Bylaws
     Exhibit 5.1       Opinion re: Legality
     Exhibit 10        Declaration of Trust for the Boomer Mineral Claim
     Exhibit 23.1      Consent of counsel (See Exhibit 5.1)
     Exhibit 23.2      Consent of independent auditor
     Exhibit 23.3      Consent of geologist
     Exhibit 99.1      Subscription Agreement

                                  UNDERTAKINGS

a.   The undersigned registrant hereby undertakes:

     1.   To file, during any period in which offers or sales are being made, a
          post-effective amendment to this registration statement:

          i.   To include any prospectus required by section 10(a)(3) of the
               Securities Act of 1933;
          ii.  To reflect in the prospectus any facts or events arising after
               the effective date of the registration statement (or the most
               recent post-effective amendment thereof) which, individually or
               in the aggregate, represent a fundamental change in the
               information set forth in the registration statement.
               Notwithstanding the foregoing, 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 volume and price represent no more than 20% change
               in the maximum aggregate offering price set forth in the
               "Calculation of Registration Fee" table in the effective
               registration statement.
          iii. To include any material information with respect to the plan of
               distribution not previously disclosed in the registration
               statement or any material change to such information in the
               registration statement;

     2.   That, for the purpose of determining any liability under the
          Securities Act of 1933, each such post-effective amendment shall be
          deemed to be a new registration statement relating to the securities
          offered therein, 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 which remain unsold at the
          termination of the offering.

     4.   That, for the purpose of determining liability under the Securities
          Act of 1933 to any purchaser:

                                      II-4

          i.   If the registrant is relying on Rule 430B (230.430B of this
               chapter):

               A.   Each prospectus filed by the registrant pursuant to Rule
                    424(b)(3)shall be deemed to be part of the registration
                    statement as of the date the filed prospectus was deemed
                    part of and included in the registration statement; and

               B.   Each prospectus required to be filed pursuant to Rule
                    424(b)(2), (b)(5), or (b)(7) as part of a registration
                    statement in reliance on Rule 430B relating to an offering
                    made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the
                    purpose of providing the information required by section
                    10(a) of the Securities Act of 1933 shall be deemed to be
                    part of and included in the registration statement as of the
                    earlier of the date such form of prospectus is first used
                    after effectiveness or the date of the first contract of
                    sale of securities in the offering described in the
                    prospectus. As provided in Rule 430B, for liability purposes
                    of the issuer and any person that is at that date an
                    underwriter, such date shall be deemed to be a new effective
                    date of the registration statement relating to the
                    securities in the registration statement to which that
                    prospectus relates, and the offering of such securities at
                    that time shall be deemed to be the initial bona fide
                    offering thereof. Provided, however, that no statement made
                    in a registration statement or prospectus that is part of
                    the registration statement or made in a document
                    incorporated or deemed incorporated by reference into the
                    registration statement or prospectus that is part of the
                    registration statement will, as to a purchaser with a time
                    of contract of sale prior to such effective date, supersede
                    or modify any statement that was made in the registration
                    statement or prospectus that was part of the registration
                    statement or made in any such document immediately prior to
                    such effective date; or

          ii.  If the registrant is subject to Rule 430C, each prospectus filed
               pursuant to Rule 424(b) as part of a registration statement
               relating to an offering, other than registration statements
               relying on Rule 430B or other than prospectuses filed in reliance
               on Rule 430A, shall be deemed to be part of and included in the
               registration statement as of the date it is first used after
               effectiveness. Provided, however, that no statement made in a
               registration statement or prospectus that is part of the
               registration statement or made in a document incorporated or
               deemed incorporated by reference into the registration statement
               or prospectus that is part of the registration statement will, as
               to a purchaser with a time of contract of sale prior to such
               first use, supersede or modify any statement that was made in the
               registration statement or prospectus that was part of the
               registration statement or made in any such document immediately
               prior to such date of first use.

                                      II-5

     5.   That, for the purpose of determining liability of the registrant under
          the Securities Act of 1933 to any purchaser in the initial
          distribution of the securities: The undersigned registrant undertakes
          that in a primary offering of securities of the undersigned registrant
          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, the undersigned registrant 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 of the undersigned
               registrant relating to the offering required to be filed pursuant
               to Rule 424;
          ii.  Any free writing prospectus relating to the offering prepared by
               or on behalf of the undersigned registrant or used or referred to
               by the undersigned registrant;
          iii. The portion of any other free writing prospectus relating to the
               offering containing material information about the undersigned
               registrant or its securities provided by or on behalf of the
               undersigned registrant; and
          iv.  Any other communication that is an offer in the offering made by
               the undersigned registrant to the purchaser.

Insofar as indemnification for liabilities arising under the 1933 Act may be
permitted to our director, officer and controlling persons of the small business
issuer pursuant to the foregoing provisions, or otherwise, the small business
issuer has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the 1933 Act, and is,
therefore, unenforceable.

In the event that a claim for indemnification against such liabilities (other
than the payment by the small business issuer of expenses incurred or paid by a
director, officer or controlling person of the small business issuer in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the small business issuer 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 by it is
against public policy as expressed in the 1933 Act, and will be governed by the
final adjudication of such issue.

                                      II-6

                                   SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe it meets all of
the requirements for filing Form S-1 and authorized this registration statement
to be signed on its behalf by the undersigned, in the city of Bangkok, Thailand
on May 26, 2010.

                                        Amerthai Minerals Inc.


                                            /s/ Bancha Luangaram
                                            ------------------------------------
                                        By: Bancha Luangaram, CEO
                                            (Principal Executive Officer)

In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following person in the capacities and
date stated.


/s/ Bancha Luangaram                                                May 26, 2010
- ------------------------------------------                          ------------
Banch Luangaram, President, CEO & Director                              Date
(Principal Executive Officer)


/s/ Somdul Manpiankarn                                              May 26, 2010
- ------------------------------------------                          ------------
Somdul Manpiankarn, Treasurer, CFO & Director                          Date
(Principal Financial Officer, Principal
Accounting Officer)


/s/ Prapaipan Chayawatana                                           May 26, 2010
- ------------------------------------------                          ------------
Prapaipan Chayawatana, Director                                        Date


                                      II-7

EX-3.1

                                                                      Exhbit 3.1

                            ARTICLES OF INCORPORATION
                                       of
                             AMERTHAI MINERALS INC.
                              A Nevada Corporation

      I, the undersigned,  being the original incorporator herein named, for the
purpose of forming a corporation  under and pursuant to Chapter 78 of the Nevada
Revised  Statutes,  the general  corporation laws of the State of Nevada,  to do
business  both within and  without  the State of Nevada,  do make and file these
Articles of Incorporation  hereby declaring and certifying that the facts herein
stated are true:

                                    ARTICLE I
                                      NAME

     The name of the corporation is AMERTHAI MINERALS INC.

                                   ARTICLE II
                                PRINCIPAL OFFICE

     Section 2.01 RESIDENT AGENT. The name and address of its resident agent for
service  process is Resident  Agents of Nevada,  Inc.  711 S.  Carson,  Suite 4,
Carson City, Nevada 89701.

     Section 2.02 OTHER OFFICES.  The corporation may also maintain  offices for
the transaction of any business at such other places within or without the State
of Nevada as it may from time to time  determine.  Corporate  business  of every
kind and nature may be  conducted,  and meetings of directors  and  stockholders
held  outside  the  State of Nevada  with the same  effect as if in the State of
Nevada.

                                   ARTICLE III
                                     PURPOSE

     The  corporation  is  organized  for the  purpose of engaging in any lawful
activity, within or without the State of Nevada.



                                   ARTICLE IV
                                 SHARES OF STOCK

     Section 4.01 NUMBER AND CLASS. The amount of the total  authorized  capital
stock of this corporation is Seventy-Five Million (75,000,000) shares with a par
value of $0.001  designated as Common Stock. The Common Stock may be issued from
time to time without action by the stockholders.  The Common Stock may be issued
for  such  consideration  as may be  fixed  from  time to time by the  Board  of
Directors.

     The Board of Directors may issue such shares of Common Stock in one of more
series,  with  such  voting  powers,  designations,  preferences  and  rights or
qualifications,  limitations or  restrictions  thereof as shall be stated in the
resolution or resolutions adopted by them.

     Section  4.02 NO  PREEMPTIVE  RIGHTS.  Holders of the  Common  Stock of the
corporation  shall  not  have  any  preference,  preemptive  right,  or right of
subscription  to acquire  any shares of the  corporation  authorized,  issued or
sold,  or to be  authorized,  issued or sold,  or to any  obligations  or shares
authorized or issued or to be authorized or issued,  and convertible into shares
of the corporation,  nor to any right of subscription thereto, other than to the
extent,  if any, the Board of Directors in its  discretion,  may determine  from
time to time.

     Section 4.03  ASSESSMENT  OF SHARES.  The Common Stock of the  corporation,
after the amount of the subscription price has been paid, in money,  property or
services,  as the directors of the  corporation  shall  determine,  shall not be
subject to  assessment  to pay the debts of the  corporation,  nor for any other
purpose, and no stock issued as fully paid shall ever be assessable or assessed,
and the Articles of Incorporation shall not be amended in this particular.

                                    ARTICLE V
                                    DIRECTORS

     Section 5.01 GOVERNING  BOARD. The members of the Board of Directors of the
corporation shall be styled directors.

                                  Page 2 of 7

     Section  5.02 INITIAL  BOARD OF  DIRECTORS.  The Board of  Directors  shall
consist of at least one (1) but no more than nine (9)  members.  The name(s) and
address(s) of the initial members of the Board of Directors are as follows:

NAME                           ADDRESS
- ----                           -------
Prapaipan Chayawatana          2202  The  Lakes,   123 Ratchadapisek  Road,
                               Bangkok,   Thailand  10110

Bancha Luangaram               98/138 Karnjanapisek  Road,
                               Nonthaburi,  Thailand 11130

Somdul Manpiankarn             337/172 Nonthaburi Road,
                               Nonthaburi, Thailand 11000

     These  individuals  shall serve as directors of the  corporation  until the
first annual meeting of the  stockholders or until their  successors  shall have
been elected and qualified.

     Section 5.03 CHANGE IN THE NUMBER OF DIRECTORS. The number of directors may
be  increased  or  decreased  by duly  adopted  amendment  to the  Bylaws of the
corporation.

                                   ARTICLE VI
                                  INCORPORATORS

     The name and  address of the sole  incorporator  is Sandra L. Miller 711 S.
Carson, Ste 4, Carson City, Nevada 89701

                                   ARTICLE VII
                               PERIOD OF DURATION

     This corporation is to have A PERPETUAL existence.

                                  ARTICLE VIII
                        DIRECTORS AND OFFICERS' LIABILITY

     A director or officer of the corporation  shall not be personally liable to
this corporation or its stockholders for damages for breach of fiduciary duty as
a  director  or  officer,  but this  Article  shall not  eliminate  or limit the

                                  Page 3 of 7

liability  of a director  or officer  for (I) acts or  omissions  which  involve
intentional  misconduct,  fraud  or a  knowing  violation  of law,  or (ii)  the
unlawful payment of dividends. Any repeal or modification of this Article by the
stockholders  of the  corporation  shall be  prospective  only,  and  shall  not
adversely  affect any  limitation  on the  personal  liability  of a director or
officer  of the  corporation  for acts and  omissions  prior to such  repeal  or
modification.

                                   ARTICLE IX
                                    INDEMNITY

     Every person who was or is a party to, or is  threatened to be made a party
to, or is involved in any action, suit or proceeding,  whether civil,  criminal,
administrative or  investigative,  by reason of the fact that he, or a person of
whom he is the legal  representative,  is or was a  director  or  officer of the
corporation,  or is or was  serving  at the  request  of  the  corporation  as a
director  or officer  of  another  corporation,  or as its  representative  in a
partnership,  joint venture, trust or other enterprise, shall be indemnified and
held harmless to the fullest  extent legally  permissible  under the laws of the
State of Nevada  from time to time  against  all  expenses,  liability  and loss
(including attorneys' fees,  judgments,  fines and amounts paid or to be paid in
settlement)  reasonably  incurred or suffered by him in  connections  therewith.
Such right of indemnification shall be a contract right which may be enforced in
any manner  desired by such  person.  The  expenses  of officers  and  directors
incurred in defending a civil or criminal  action,  suit or  proceeding  must be
paid by the  corporation  as they  are  incurred  and in  advance  of the  final
disposition of the action, suit or proceeding, upon receipt of an undertaking by
or on behalf of the director or officer to repay the amount if it is  ultimately
determined  by a court of competent  jurisdiction  that he is not entitled to be
indemnified  by the  corporation.  Such  right of  indemnification  shall not be
exclusive of any other right which such directors,  officers or  representatives
may have or hereafter  acquire,  and,  without  limiting the  generality of such
statement,  they shall be entitled to their respective rights of indemnification

                                  Page 4 of 7

under  any  Bylaw,  agreement,  vote  of  stockholders,  provision  of  law,  or
otherwise, as well as their rights under this Article.

     Without  limiting the application of the foregoing,  the Board of Directors
may adopt Bylaws from time to time with respect to  indemnification,  to provide
at all times the fullest  indemnification  permitted by the laws of the State of
Nevada,  and may cause the  corporation  to purchase and  maintain  insurance on
behalf of any person who is or was a director or officer of the corporation,  or
is or was serving at the request of the  corporation as a director or officer of
another corporation,  or as its representative in a partnership,  joint venture,
trust or other  enterprises,  against any liability asserted against such person
and incurred in any such capacity or arising out of such status,  whether or not
the corporation would have the power to indemnify such person.

     The indemnification  provided in this Article shall continue as to a person
who has ceased to be a director,  officer, employee or agent, and shall inure to
the benefit of the heirs, executors and administrators of such person.

                                    ARTICLE X
                                   AMENDMENTS

     Subject at all times to the express  provisions  of Section  4.03,  hereof,
which cannot be amended,  this corporation  reserves the right to amend,  alter,
change, or repeal any provision  contained in these Articles of Incorporation or
its Bylaws,  in the manner now or  hereafter  prescribed  by statute or by these
Articles of  Incorporation  or said Bylaws,  and all rights  conferred  upon the
stockholders are granted subject to this reservation.

                                   ARTICLE XI
                               POWERS OF DIRECTORS

     In futherance, and not in limitation of the powers conferred by statue, the
Board of Directors is expressly authorized:

     (1)  Subject to the Bylaws, if any, adopted by the  stockholders,  to make,
          alter or repeal the Bylaws of the corporation;

                                  Page 5 of 7

     (2)  To authorize  and cause to be executed  mortgages  and liens,  with or
          without limit as to amount, upon the real and personal property of the
          corporation;
     (3)  To authorize the guaranty by the corporation of securities,  evidences
          of  indebtedness  and obligations of other persons,  corporations  and
          business entities;
     (4)  To set apart out of any of the funds of the corporation  available for
          dividends a reserve or reserves for any proper  purpose and to abolish
          any such reserve; and
     (5)  By  resolution  adopted by a majority of the whole Board of Directors,
          to designate one or more committees,  each committee to consist of one
          or more of the  directors  of the  corporation,  which,  to the extent
          provided in the resolution or in the By-laws of the Board of Directors
          in the management of the business and affairs of the corporation,  any
          may authorize the seal of the  corporation to be affixed to all papers
          which may require it Such committee or committees shall have such name
          or names as may be stated in the Bylaws of the  corporation  or as may
          be determined from time to time by resolution  adopted by the Board of
          Directors All corporate  powers of the corporation  shall be exercised
          by the Board of Directors  except as otherwise  provided  herein or by
          law.

     IN WITNESS  WHEREOF,  I have hereunto set my hand this 27th day of January,
2010 hereby  declaring  and  certifying  that the facts stated  herein above are
true.


                                          /s/ Sandra L. Miller
                                          --------------------------------------
                                          Sandra L. Miller
                                          Sole Incorporator

                                  Page 6 of 7

                                 ACKNOWLEDGMENT

STATE OF NEVADA        )
                       )      ss
CITY OF CARSON         )

     On this 27th day of  January,  2010 Sandra L.  Miller  personally  appeared
before for me, a Notary  Public,  and  acknowledged  to me that she executed the
foregoing instrument for the purposes therein set forth.



                                              ----------------------------------
                                              NOTARY PUBLIC


           CERTIFICATE OF ACCEPTANCE OF APPOINTMENT OF RESIDENT AGENT

IN THE MATTER OF: Amerthai Minerals Inc.

     Resident Agents of Nevada,  Inc.,  Resident Agent # 83364,  with address at
711 S. Carson, Ste 4, Carson City, Nevada 89701,  hereby accepts the appointment
as Resident  Agent of the  above-entitled  corporation  in  accordance  with NRS
78.090.

     Furthermore, that the mailing address for the above registered office is as
set forth  above IN WITNESS  WHEREOF,  I  hereunto  set my hand this 27th day of
January, 2010.


                                          By: /s/ Samdra L Miller
                                              ----------------------------------
                                              Sandra L. Miller
                                              Resident Agents of Nevada, Inc.,
                                              Resident Agent # 83364
                                              Resident Agents

                                  Page 7 of 7

EX-3.2

                                                                     Exhibit 3.2

                                     BYLAWS
                                       OF
                             AMERTHAI MINERALS INC.

                                    ARTICLE I
                                     OFFICES

Section 1.01  Location of Offices.  The  corporation  may maintain  such offices
within or without the State of Nevada as the Board of Directors may from time to
time designate or require.

Section  1.02  Principal  Office.  The  address of the  principal  office of the
corporation  shall be at the address of the registered office of the corporation
as so designated in the office of the Lieutenant  Governor/Secretary of State of
the state of  incorporation,  or at such other address as the Board of Directors
shall from time to time determine.

                                   ARTICLE II
                                  SHAREHOLDERS

Section 2.01 Annual  Meeting.  The annual meeting of the  shareholders  shall be
held in June of each  year or at such  other  time  designated  by the  Board of
Directors  and as is provided for in the notice of the meeting,  for the purpose
of electing directors and for the transaction of such other business as may come
before the meeting.  If the  election of directors  shall not be held on the day
designated for the annual  meeting of the  shareholders,  or at any  adjournment
thereof, the Board of Directors shall cause the election to be held at a special
meeting of the shareholders as soon thereafter as may be convenient.

Section 2.02  Special  Meetings.  Special  meetings of the  shareholders  may be
called at any time by the chairman of the board, the president,  or by the Board
of Directors,  or in their absence or  disability,  by any vice  president,  and
shall be called by the president or, in his or her absence or  disability,  by a
vice president or by the secretary on the written  request of the holders of not
less than  one-tenth  of all the shares  entitled to vote at the  meeting,  such
written  request  to state the  purpose or  purposes  of the  meeting  and to be
delivered  to the  president,  each  vice-president,  or  secretary.  In case of
failure to call such meeting within 60 days after such request, such shareholder
or shareholders may call the same.

Section 2.03 Place of Meetings.  The Board of Directors may designate any place,
either within or without the state of incorporation, as the place of meeting for
any annual meeting or for any special  meeting called by the Board of Directors.
A waiver of notice signed by all shareholders  entitled to vote at a meeting may
designate any place, either within or without the state of incorporation, as the
place for the  holding  of such  meeting.  If no  designation  is made,  or if a
special  meeting  be  otherwise  called,  the place of  meeting  shall be at the
principal office of the corporation.

Section 2.04 Notice of Meetings.  The secretary or assistant secretary,  if any,
shall cause notice of the time,  place,  and purpose or purposes of all meetings
of the shareholders  (whether annual or special), to be mailed at least 10 days,



but not more than 50 days,  prior to the meeting,  to each shareholder of record
entitled to vote.

Section 2.05 Waiver of Notice.  Any  shareholder may waive notice of any meeting
of shareholders (however called or noticed, whether or not called or noticed and
whether before,  during,  or after the meeting),  by signing a written waiver of
notice or a consent  to the  holding  of such  meeting,  or an  approval  of the
minutes  thereof.  Attendance  at a  meeting,  in  person  or  by  proxy,  shall
constitute waiver of all defects of call or notice regardless of whether waiver,
consent,  or approval is signed or any  objections  are made.  All such waivers,
consents, or approvals shall be made a part of the minutes of the meeting.

Section 2.06 Fixing  Record Date.  For the purpose of  determining  shareholders
entitled to notice of or to vote at any annual  meeting of  shareholders  or any
adjournment thereof, or shareholders entitled to receive payment of any dividend
or in  order  to make a  determination  of  shareholders  for any  other  proper
purpose,  the Board of Directors of the  corporation  may provide that the share
transfer  books  shall be closed,  for the purpose of  determining  shareholders
entitled to notice of or to vote at such meeting, but not for a period exceeding
50 days. If the share  transfer  books are closed for the purpose of determining
shareholders  entitled to notice of or to vote at such meeting, such books shall
be closed for at least 10 days immediately preceding such meeting.

In lieu of closing the share transfer  books,  the Board of Directors may fix in
advance a date as the record date for any such  determination  of  shareholders,
such  date in any  case to be not  more  than 50 and,  in case of a  meeting  of
shareholders,  not less than 10 days  prior to the date on which the  particular
action requiring such determination of shareholders is to be taken. If the share
transfer books are not closed and no record date is fixed for the  determination
of  shareholders  entitled  to notice of or to vote at a meeting  or to  receive
payment of a dividend,  the date on which notice of the meeting is mailed or the
date on which the  resolution of the Board of Directors  declaring such dividend
is adopted,  as the case may be, shall be the record date for such determination
of shareholders.  When a determination  of shareholders  entitled to vote at any
meeting  of  shareholders  has  been  made as  provided  in this  Section,  such
determination  shall apply to any  adjournment  thereof.  Failure to comply with
this  Section  shall not affect the validity of any action taken at a meeting of
shareholders.

Section 2.07 Voting Lists. The officer or agent of the corporation having charge
of the share transfer books for shares of the  corporation  shall make, at least
10 days before each meeting of shareholders, a complete list of the shareholders
entitled  to  vote at such  meeting  or any  adjournment  thereof,  arranged  in
alphabetical  order, with the address of, and the number of shares held by each,
which list, for a period of 10 days prior to such meeting, shall be kept on file
at the registered  office of the  corporation and shall be subject to inspection
by any  shareholder  during the whole time of the meeting.  The  original  share
transfer  book shall be prima  facie  evidence  as to the  shareholders  who are
entitled to examine  such list or transfer  books,  or to vote at any meeting of
shareholders.

Section  2.08  Quorum.  One-half of the total  voting  power of the  outstanding
shares of the corporation  entitled to vote,  represented in person or by proxy,
shall  constitute  a quorum at a  meeting  of the  shareholders.  If a quorum is

                                       2

present, the affirmative vote of the majority of the voting power represented by
shares at the meeting  and  entitled  to vote on the  subject  shall  constitute
action by the  shareholders,  unless  the vote of a greater  number or voting by
classes is required by the laws of the state of incorporation of the corporation
or the  Articles of  Incorporation.  If less than  one-half  of the  outstanding
voting  power is  represented  at a  meeting,  a majority  of the  voting  power
represented  by shares so present  may  adjourn  the  meeting  from time to time
without  further  notice.  At such adjourned  meeting at which a quorum shall be
present or  represented,  any business may be  transacted  which might have been
transacted at the meeting as originally noticed.

Section  2.09  Voting  of  Shares.  Each  outstanding  share of the  corporation
entitled to vote shall be entitled to one vote on each matter  submitted to vote
at a meeting of shareholders, except to the extent that the voting rights of the
shares of any class or series of stock are  determined  and specified as greater
or lesser  than one vote per share in the manner  provided  by the  Articles  of
Incorporation.

Section 2.10  Proxies.  At each meeting of the  shareholders,  each  shareholder
entitled  to vote  shall be  entitled  to vote in person or by proxy;  provided,
however, that the right to vote by proxy shall exist only in case the instrument
authorizing  such  proxy to act  shall  have been  executed  in  writing  by the
registered holder or holders of such shares, as the case may be, as shown on the
share  transfer of the  corporation  or by his or her or her attorney  thereunto
duly authorized in writing. Such instrument  authorizing a proxy to act shall be
delivered at the beginning of such meeting to the  secretary of the  corporation
or to such other officer or person who may, in the absence of the secretary,  be
acting as secretary of the meeting.  In the event that any such instrument shall
designate  two or more  persons to act as proxies,  a majority  of such  persons
present at the meeting,  or if only one be present,  that one shall  (unless the
instrument  shall  otherwise  provide)  have all of the powers  conferred by the
instrument on all persons so  designated.  Persons  holding stock in a fiduciary
capacity  shall be  entitled  to vote the shares so held and the  persons  whose
shares are  pledged  shall be entitled  to vote,  unless in the  transfer by the
pledge  or on the  books  of the  corporation  he or she  shall  have  expressly
empowered the pledgee to vote thereon,  in which case the pledgee, or his or her
or her proxy, may represent such shares and vote thereon.

Section 2.11 Written Consent to Action by  Shareholders.  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,  if a
consent in  writing,  setting  forth the  action so taken,  shall be signed by a
majority of the shareholders entitled to vote with respect to the subject matter
thereof.

                                   ARTICLE III
                                    DIRECTORS

Section  3.01  General  Powers.  The  property,  affairs,  and  business  of the
corporation  shall be managed by its Board of Directors.  The Board of Directors
may exercise all the powers of the  corporation  whether derived from law or the
Articles of Incorporation, except such powers as are by statute, by the Articles

                                       3

of  Incorporation  or by these Bylaws,  vested solely in the shareholders of the
corporation.

Section 3.02 Number,  Term,  and  Qualifications.  The Board of Directors  shall
consist of one to nine  persons.  Increases  or  decreases to said number may be
made,  within the numbers  authorized by the Articles of  Incorporation,  as the
Board of  Directors  shall from time to time  determine  by  amendment  to these
Bylaws.  An  increase or a decrease in the number of the members of the Board of
Directors  may also be had upon  amendment to these Bylaws by a majority vote of
all of the  shareholders,  and the number of  directors  to be so  increased  or
decreased shall be fixed upon a majority vote of all of the  shareholders of the
corporation.  Each director  shall hold office until the next annual  meeting of
shareholders  of the  corporation and until his or her successor shall have been
elected and shall have  qualified.  Directors need not be residents of the state
of incorporation or shareholders of the corporation.

Section 3.03 Classification of Directors.  In lieu of electing the entire number
of directors annually,  the Board of Directors may provide that the directors be
divided  into either two or three  classes,  each class to be as nearly equal in
number as  possible,  the term of office of the  directors of the first class to
expire at the first annual meeting of shareholders after their election, that of
the second class to expire at the second annual  meeting  after their  election,
and that of the third class, if any, to expire at the third annual meeting after
their election. At each annual meeting after such classification,  the number of
directors  equal to the number of the class  whose  term  expires at the time of
such meeting shall be elected to hold office until the second  succeeding annual
meeting,  if there be two classes, or until the third succeeding annual meeting,
if there be three classes.

Section 3.04 Regular Meetings. A regular meeting of the Board of Directors shall
be held without other notice than this bylaw immediately  following,  and at the
same place as, the annual  meeting of  shareholders.  The Board of Directors may
provide by resolution the time and place,  either within or without the state of
incorporation,  for the holding of  additional  regular  meetings  without other
notice than such resolution.

Section 3.05 Special Meetings. Special meetings of the Board of Directors may be
called  by or at the  request  of the  president,  vice  president,  or any  two
directors.  The person or persons  authorized  to call  special  meetings of the
Board of  Directors  may fix any place,  either  within or without  the state of
incorporation,  as the place for  holding  any  special  meeting of the Board of
Directors called by them.

Section 3.06  Meetings by  Telephone  Conference  Call.  Members of the Board of
Directors may  participate in a meeting of the Board of Directors or a committee
of  the  Board  of  Directors  by  means  of  conference  telephone  or  similar
communication  equipment  by means of which  all  persons  participating  in the
meeting can hear each other,  and  participation  in a meeting  pursuant to this
Section shall constitute presence in person at such meeting.

Section 3.07 Notice.  Notice of any special  meeting  shall be given at least 10
days prior  thereto by written  notice  delivered  personally  or mailed to each
director at his or her regular business address or residence, or by telegram. If

                                       4

mailed, such notice shall be deemed to be delivered when deposited in the United
States mail so addressed,  with postage thereon  prepaid.  If notice be given by
telegram,  such  notice  shall be deemed to be  delivered  when the  telegram is
delivered  to the  telegraph  company.  Any  director  may  waive  notice of any
meeting.  Attendance  of a director at a meeting  shall  constitute  a waiver of
notice of such meeting, except where a director attends a meeting solely for the
express  purpose of objecting  to the  transaction  of any business  because the
meeting is not lawfully called or convened.

Section 3.08 Quorum.  A majority of the number of directors  shall  constitute a
quorum for the transaction of business at any meeting of the Board of Directors,
but if less than a majority is present at a meeting, a majority of the directors
present may adjourn the meeting from time to time without further notice.

Section 3.09 Manner of Acting. The act of a majority of the directors present at
a  meeting  at  which a  quorum  is  present  shall  be the act of the  Board of
Directors, and the individual directors shall have no power as such.

Section 3.10 Vacancies and Newly Created  Directorship.  If any vacancies  shall
occur in the Board of Directors by reason of death, resignation or otherwise, or
if the number of directors  shall be  increased,  the  directors  then in office
shall continue to act and such vacancies or newly created directorships shall be
filled by a vote of the directors then in office,  though less than a quorum, in
any way  approved by the  meeting.  Any  directorship  to be filled by reason of
removal of one or more directors by the  shareholders  may be filled by election
by the  shareholders  at the  meeting at which the  director  or  directors  are
removed.

Section  3.11  Compensation.  By  resolution  of the  Board  of  Directors,  the
directors may be paid their  expenses,  if any, of attendance at each meeting of
the  Board of  Directors,  and may be paid a fixed  sum for  attendance  at each
meeting  of the  Board of  Directors  or a stated  salary as  director.  No such
payment shall  preclude any director from serving the  corporation  in any other
capacity and receiving compensation therefor.

Section 3.12 Presumption of Assent. A director of the corporation who is present
at a meeting of the Board of Directors at which action on any  corporate  matter
is taken shall be presumed to have  assented to the action  taken  unless his or
her or her dissent shall be entered in the minutes of the meeting,  unless he or
she shall file his or her or her written  dissent to such action with the person
acting as the secretary of the meeting before the adjournment  thereof, or shall
forward such dissent by  registered  or certified  mail to the  secretary of the
corporation  immediately  after the  adjournment  of the meeting.  Such right to
dissent shall not apply to a director who voted in favor of such action.

Section 3.13  Resignations.  A director  may resign at any time by  delivering a
written resignation to either the president, a vice president, the secretary, or
assistant  secretary,  if any. The  resignation  shall  become  effective on its
acceptance by the Board of Directors;  provided, that if the board has not acted
thereon within ten days from the date presented, the resignation shall be deemed
accepted.

                                       5

Section 3.14 Written  Consent to Action by Directors.  Any action required to be
taken at a meeting of the directors of the corporation or any other action which
may be taken at a  meeting  of the  directors  or of a  committee,  may be taken
without a meeting,  if a consent in writing,  setting forth the action so taken,
shall be signed by all of the directors, or all of the members of the committee,
as the case may be. Such consent shall have the same legal effect as a unanimous
vote of all the directors or members of the committee.

Section 3.15 Removal.  At a meeting  expressly  called for that purpose,  one or
more  directors  may be  removed  by a vote  of a  majority  of  the  shares  of
outstanding  stock  of the  corporation  entitled  to  vote  at an  election  of
directors.

                                   ARTICLE IV
                                    OFFICERS

Section 4.01 Number.  The officers of the corporation shall be a president,  one
or more  vice-presidents,  as shall be  determined by resolution of the Board of
Directors, a secretary, a treasurer, and such other officers as may be appointed
by the Board of Directors.  The Board of Directors  may elect,  but shall not be
required  to elect,  a  chairman  of the board  and the Board of  Directors  may
appoint a general manager.

Section 4.02 Election, Term of Office, and Qualifications. The officers shall be
chosen by the Board of Directors annually at its annual meeting. In the event of
failure  to choose  officers  at an annual  meeting  of the Board of  Directors,
officers  may be  chosen  at any  regular  or  special  meeting  of the Board of
Directors.  Each such officer  (whether chosen at an annual meeting of the Board
of Directors to fill a vacancy or otherwise)  shall hold his or her office until
the next ensuing  annual  meeting of the Board of Directors and until his or her
successor  shall have been chosen and qualified,  or until his or her death,  or
until his or her  resignation or removal in the manner provided in these Bylaws.
Any one  person  may  hold  any two or more of such  offices,  except  that  the
president shall not also be the secretary. No person holding two or more offices
shall act in or execute any  instrument in the capacity of more than one office.
The  chairman  of the  board,  if any,  shall be and  remain a  director  of the
corporation  during the term of his or her office.  No other  officer  need be a
director.

Section 4.03 Subordinate Officers, Etc. The Board of Directors from time to time
may appoint such other officers or agents as it may deem advisable, each of whom
shall have such title,  hold office for such period,  have such  authority,  and
perform such duties as the Board of Directors  from time to time may  determine.
The Board of  Directors  from time to time may  delegate to any officer or agent
the power to appoint  any such  subordinate  officer or agents and to  prescribe
their respective titles, terms of office,  authorities,  and duties. Subordinate
officers need not be shareholders or directors.

Section 4.04  Resignations.  Any officer may resign at any time by  delivering a
written resignation to the Board of Directors,  the president, or the secretary.
Unless  otherwise  specified  therein,  such  resignation  shall take  effect on
delivery.

                                       6

Section  4.05  Removal.  Any officer  may be removed  from office at any special
meeting  of the  Board of  Directors  called  for that  purpose  or at a regular
meeting,  by vote of a majority of the  directors,  with or without  cause.  Any
officer or agent  appointed in  accordance  with the  provisions of Section 4.03
hereof may also be removed, either with or without cause, by any officer on whom
such power of removal shall have been conferred by the Board of Directors.

Section 4.06 Vacancies and Newly Created Offices.  If any vacancy shall occur in
any office by reason of death, resignation,  removal,  disqualification,  or any
other  cause,  or if a new office shall be created,  then such  vacancies or new
created  offices  may be filled  by the Board of  Directors  at any  regular  or
special meeting.

Section 4.07 The Chairman of the Board.  The Chairman of the Board,  if there be
such an officer, shall have the following powers and duties.

     (a)  He or she shall preside at all shareholders' meetings;
     (b)  He or she shall preside at all meetings of the Board of Directors; and
     (c)  He or she shall be a member of the executive committee, if any.

Section 4.08 The President.  The president  shall have the following  powers and
duties:

     (a)  If no general manager has been appointed, he or she shall be the chief
          executive officer of the corporation, and, subject to the direction of
          the Board of  Directors,  shall have general  charge of the  business,
          affairs,  and property of the corporation and general supervision over
          its officers, employees, and agents;
     (b)  If no chairman  of the board has been  chosen,  or if such  officer is
          absent  or  disabled,  he or she  shall  preside  at  meetings  of the
          shareholders and Board of Directors;
     (c)  He or she shall be a member of the executive committee, if any;
     (d)  He or she shall be empowered to sign certificates  representing shares
          of the  corporation,  the issuance of which shall have been authorized
          by the Board of Directors; and
     (e)  He or she shall have all power and shall  perform all duties  normally
          incident  to the office of a  president  of a  corporation,  and shall
          exercise  such other powers and perform such other duties as from time
          to time may be assigned to him or her by the Board of Directors.

Section 4.09 The Vice Presidents. The Board of Directors may, from time to time,
designate and elect one or more vice  presidents,  one of whom may be designated
to serve as executive vice president. Each vice president shall have such powers
and  perform  such  duties as from time to time may be assigned to him or her by
the Board of  Directors  or the  president.  At the request or in the absence or
disability of the president,  the executive vice president or, in the absence or
disability of the executive vice president, the vice president designated by the
Board of  Directors  or (in the  absence  of such  designation  by the  Board of
Directors)  by the  president,  the senior vice  president,  may perform all the

                                       7

duties of the president,  and when so acting,  shall have all the powers of, and
be subject to all the restrictions upon, the president.

Section 4.10 The Secretary.  The secretary  shall have the following  powers and
duties:

     (a)  He or she  shall  keep  or  cause  to be kept a  record  of all of the
          proceedings  of the meetings of the  shareholders  and of the board or
          directors in books provided for that purpose;
     (b)  He or she shall cause all notices to be duly given in accordance  with
          the provisions of these Bylaws and as required by statute;
     (c)  He or she shall be the custodian of the records and of the seal of the
          corporation,  and shall cause such seal (or a facsimile thereof) to be
          affixed to all  certificates  representing  shares of the  corporation
          prior to the issuance thereof and to all instruments, the execution of
          which on behalf of the corporation under its seal shall have been duly
          authorized in accordance with these Bylaws, and when so affixed, he or
          she may attest the same;
     (d)  He  or  she  shall  assume  that  the  books,   reports,   statements,
          certificates,  and other documents and records required by statute are
          properly kept and filed;
     (e)  He or she shall have charge of the share books of the  corporation and
          cause the share transfer books to be kept in such manner as to show at
          any time the  amount of the  shares of the  corporation  of each class
          issued  and  outstanding,  the  manner in which and the time when such
          stock  was  paid  for,  the  names  alphabetically  arranged  and  the
          addresses of the holders of record thereof,  the number of shares held
          by each holder and time when each became such holder or record; and he
          or she shall exhibit at all  reasonable  times to any  director,  upon
          application, the original or duplicate share register. He or she shall
          cause the share book referred to in Section 6.04 hereof to be kept and
          exhibited at the principal office of the corporation, or at such other
          place as the Board of Directors shall determine, in the manner and for
          the purposes provided in such Section;
     (f)  He or she shall be empowered to sign certificates  representing shares
          of the  corporation,  the issuance of which shall have been authorized
          by the Board of Directors; and
     (g)  He or she shall  perform in general all duties  incident to the office
          of secretary and such other duties as are given to him or her by these
          Bylaws  or as from time to time may be  assigned  to him or her by the
          Board of Directors or the president.

Section 4.11 The Treasurer.  The treasurer  shall have the following  powers and
duties:

     (a)  He or she shall have charge and  supervision  over and be  responsible
          for  the  monies,  securities,  receipts,  and  disbursements  of  the
          corporation;
     (b)  He or she shall  cause the  monies and other  valuable  effects of the
          corporation  to be  deposited  in the  name and to the  credit  of the
          corporation  in such  banks or trust  companies  or with such banks or
          other  depositories  as shall be selected in  accordance  with Section
          5.03 hereof;

                                       8

     (c)  He or she shall cause the monies of the corporation to be disbursed by
          checks or drafts  (signed as provided in Section 5.04 hereof) drawn on
          the authorized depositories of the corporation,  and cause to be taken
          and preserved property vouchers for all monies disbursed;
     (d)  He or she shall  render to the Board of  Directors  or the  president,
          whenever  requested,  a statement  of the  financial  condition of the
          corporation and of all of this transactions as treasurer, and render a
          full financial  report at the annual meeting of the  shareholders,  if
          called upon to do so;
     (e)  He or she shall cause to be kept  correct  books of account of all the
          business and transactions of the corporation and exhibit such books to
          any director on request during business hours;
     (f)  He or she shall be  empowered  from time to time to  require  from all
          officers or agents of the corporation reports or statements given such
          information  as he or she  may  desire  with  respect  to any  and all
          financial transactions of the corporation; and
     (g)  He or she shall  perform in general all duties  incident to the office
          of treasurer and such other duties as are given to him or her by these
          Bylaws  or as from time to time may be  assigned  to him or her by the
          Board of Directors or the president.

Section 4.12 General  Manager.  The Board of Directors  may employ and appoint a
general  manager who may, or may not, be one of the officers or directors of the
corporation.  The general  manager,  if any shall have the following  powers and
duties:

     (a)  He or she shall be the chief executive officer of the corporation and,
          subject  to the  directions  of the  Board of  Directors,  shall  have
          general charge of the business affairs and property of the corporation
          and general supervision over its officers, employees, and agents:
     (b)  He or she  shall be  charged  with  the  exclusive  management  of the
          business of the  corporation  and of all of its  dealings,  but at all
          times subject to the control of the Board of Directors;
     (c)  Subject to the  approval of the Board of  Directors  or the  executive
          committee,  if  any,  he or she  shall  employ  all  employees  of the
          corporation,  or delegate such employment to subordinate officers, and
          shall have authority to discharge any person so employed; and
     (d)  He or she shall make a report to the  president and directors as often
          as required,  setting forth the results of the operations under his or
          her charge,  together with suggestions  looking toward improvement and
          betterment of the condition of the corporation, and shall perform such
          other duties as the Board of Directors may require.

Section 4.13 Salaries.  The salaries and other  compensation  of the officers of
the  corporation  shall be fixed  from time to time by the  Board of  Directors,
except  that the  Board of  Directors  may  delegate  to any  person or group of
persons the power to fix the salaries or other  compensation  of any subordinate
officers or agents  appointed in accordance  with the provisions of Section 4.03

                                       9

hereof.  No  officer  shall be  prevented  from  receiving  any such  salary  or
compensation  by  reason of the fact  that he or she is also a  director  of the
corporation.

Section 4.14 Surety Bonds. In case the Board of Directors shall so require,  any
officer or agent of the  corporation  shall execute to the corporation a bond in
such sums and with such surety or sureties as the Board of Directors may direct,
conditioned  upon  the  faithful  performance  of  his  or  her  duties  to  the
corporation,  including  responsibility for negligence and for the accounting of
all property,  monies,  or securities of the corporation which may come into his
or her hands.

                                    ARTICLE V
                  EXECUTION OF INSTRUMENTS, BORROWING OF MONEY,
                         AND DEPOSIT OF CORPORATE FUNDS

Section 5.01 Execution of  Instruments.  Subject to any limitation  contained in
the  Articles  of  Incorporation  or these  Bylaws,  the  president  or any vice
president or the general manager,  if any, may, in the name and on behalf of the
corporation,  execute and deliver any contract or other instrument authorized in
writing by the Board of Directors.  The Board of Directors  may,  subject to any
limitation  contained  in the  Articles  of  Incorporation  or in these  Bylaws,
authorize  in writing any officer or agent to execute and  delivery any contract
or other  instrument  in the name and on  behalf  of the  corporation;  any such
authorization may be general or confined to specific instances.

Section 5.02 Loans.  No loans or advances  shall be  contracted on behalf of the
corporation,  no negotiable  paper or other evidence of its obligation under any
loan or advance shall be issued in its name, and no property of the  corporation
shall be mortgaged, pledged, hypothecated,  transferred, or conveyed as security
for  the  payment  of any  loan,  advance,  indebtedness,  or  liability  of the
corporation, unless and except as authorized by the Board of Directors. Any such
authorization may be general or confined to specific instances.

Section 5.03  Deposits.  All monies of the  corporation  not otherwise  employed
shall be  deposited  from time to time to its  credit in such banks and or trust
companies or with such bankers or other  depositories  as the Board of Directors
may  select,  or as from time to time may be  selected  by any  officer or agent
authorized to do so by the Board of Directors.

Section  5.04  Checks,  Drafts,  Etc. All notes,  drafts,  acceptances,  checks,
endorsements,  and,  subject to the  provisions  of these  Bylaws,  evidences of
indebtedness of the corporation,  shall be signed by such officer or officers or
such  agent or  agents  of the  corporation  and in such  manner as the Board of
Directors  from time to time may  determine.  Endorsements  for  deposit  to the
credit of the corporation in any of its duly authorized depositories shall be in
such manner as the Board of Directors from time to time may determine.

Section  5.05  Bonds  and  Debentures.  Every  bond or  debenture  issued by the
corporation  shall be  evidenced  by an  appropriate  instrument  which shall be
signed by the president or a vice president and by the secretary and sealed with
the seal of the corporation.  The seal may be a facsimile,  engraved or printed.
Where such bond or debenture is  authenticated  with the manual  signature of an
authorized  officer  of the  corporation  or  other  trustee  designated  by the

                                       10

indenture of trust or other agreement  under which such security is issued,  the
signature of any of the corporation's officers named thereon may be a facsimile.
In case any officer who signed,  or whose  facsimile  signature has been used on
any such bond or debenture, should cease to be an officer of the corporation for
any reason before the same has been delivered by the  corporation,  such bond or
debenture  may  nevertheless  be  adopted  by the  corporation  and  issued  and
delivered as through the person who signed it or whose  facsimile  signature has
been used thereon had not ceased to be such officer.

Section 5.06 Sale, Transfer, Etc. of Securities. Sales, transfers, endorsements,
and assignments of stocks,  bonds,  and other securities owned by or standing in
the name of the  corporation,  and the  execution  and delivery on behalf of the
corporation  of any and all  instruments  in writing  incident to any such sale,
transfer,  endorsement, or assignment, shall be effected by the president, or by
any vice  president,  together  with the  secretary,  or by any officer or agent
thereunto authorized by the Board of Directors.

Section  5.07  Proxies.  Proxies  to  vote  with  respect  to  shares  of  other
corporations  owned  by or  standing  in the  name of the  corporation  shall be
executed and delivered on behalf of the corporation by the president or any vice
president and the secretary or assistant secretary of the corporation, or by any
officer or agent thereunder authorized by the Board of Directors.

                                   ARTICLE VI
                                 CAPITAL SHARES

Section 6.01 Share Certificates. Every holder of shares in the corporation shall
be entitled to have a certificate, signed by the president or any vice president
and the secretary or assistant secretary, and sealed with the seal (which may be
a facsimile, engraved or printed) of the corporation,  certifying the number and
kind,  class  or  series  of  shares  owned  by him  or her in the  corporation;
provided,  however,  that where such a  certificate  is  countersigned  by (a) a
transfer agent or an assistant transfer agent, or (b) registered by a registrar,
the signature of any such  president,  vice president,  secretary,  or assistant
secretary  may be a  facsimile.  In case any officer who shall have  signed,  or
whose  facsimile  signature  or  signatures  shall  have  been  used on any such
certificate,  shall cease to be such officer of the corporation, for any reason,
before the delivery of such certificate by the corporation, such certificate may
nevertheless be adopted by the corporation and be issued and delivered as though
the person who signed it, or whose facsimile  signature or signatures shall have
been used thereon, has not ceased to be such officer.  Certificates representing
shares of the  corporation  shall be in such form as provided by the statutes of
the state of  incorporation.  There  shall be entered on the share  books of the
corporation at the time of issuance of each share, the number of the certificate
issued,  the name and  address  of the  person  owning  the  shares  represented
thereby,  the number and kind,  class or series of such shares,  and the date of
issuance  thereof.  Every  certificate  exchanged or returned to the corporation
shall be marked "Canceled" with the date of cancellation.

Section 6.02 Transfer of Shares. Transfers of shares of the corporation shall be
made on the books of the corporation by the holder of record thereof,  or by his
or her attorney  thereunto duly  authorized by a power of attorney duly executed
in  writing  and  filed  with the  secretary  of the  corporation  or any of its
transfer agents,  and on surrender of the certificate or certificates,  properly

                                       11

endorsed or accompanied by proper  instruments  of transfer,  representing  such
shares.  Except as provided by law,  the  corporation  and  transfer  agents and
registrars, if any, shall be entitled to treat the holder of record of any stock
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
shares on the part of any other  person  whether  or not it or they  shall  have
express or other notice thereof.

Section 6.03  Regulations.  Subject to the  provisions of this Article VI and of
the Articles of  Incorporation,  the Board of Directors  may make such rules and
regulations  as they may  deem  expedient  concerning  the  issuance,  transfer,
redemption, and registration of certificates for shares of the corporation.

Section 6.04 Maintenance of Stock Ledger at Principal Place of Business. A share
book  (or  books  where  more  than  one  kind,  class,  or  series  of stock is
outstanding)   shall  be  kept  at  the  principal  place  of  business  of  the
corporation,  or at such other place as the Board of Directors shall  determine,
containing the names,  alphabetically  arranged, of original shareholders of the
corporation,  their addresses,  their interest, the amount paid on their shares,
and all transfers  thereof and the number and class of shares held by each. Such
share books shall at all  reasonable  hours be subject to  inspection by persons
entitled by law to inspect the same.

Section 6.05 Transfer Agents and Registrars.  The Board of Directors may appoint
one or more  transfer  agents  and one or more  registrars  with  respect to the
certificates  representing  shares of the corporation,  and may require all such
certificates to bear the signature of either or both. The Board of Directors may
from time to time  define  the  respective  duties of such  transfer  agents and
registrars.  No certificate for shares shall be valid until  countersigned  by a
transfer agent, if at the date appearing  thereon the corporation had a transfer
agent for such shares, and until registered by a registrar,  if at such date the
corporation had a registrar for such shares.

Section 6.06  Closing of Transfer Books and Fixing of Record Date.

     (a)  The Board of  Directors  shall have power to close the share  books of
          the  corporation  for a period of not to exceed 50 days  preceding the
          date of any  meeting of  shareholders,  or the date for payment of any
          dividend,  or the date for the allotment of rights,  or capital shares
          shall go into  effect,  or a date in  connection  with  obtaining  the
          consent of shareholders for any purpose.
     (b)  In lieu of closing the share transfer books as aforesaid, the Board of
          Directors may fix in advance a date,  not exceeding 50 days  preceding
          the date of any meeting of  shareholders,  or the date for the payment
          of any dividend,  or the date for the allotment of rights, or the date
          when any change or conversion  or exchange of capital  shares shall go
          into effect,  or a date in connection with obtaining any such consent,
          as a record date for the determination of the shareholders entitled to
          a notice  of,  and to vote at, any such  meeting  and any  adjournment
          thereof,  or entitled to receive  payment of any such dividend,  or to
          any such allotment of rights,  or to exercise the rights in respect of
          any such change,  conversion or exchange of capital stock,  or to give
          such consent.

                                       12

     (c)  If the share  transfer  books shall be closed or a record date set for
          the purpose of  determining  shareholders  entitled to notice of or to
          vote at a meeting of shareholders,  such books shall be closed for, or
          such record date shall be, at least 10 days immediately preceding such
          meeting.

Section 6.07 Lost or Destroyed  Certificates.  The  corporation  may issue a new
certificate   for  shares  of  the  corporation  in  place  of  any  certificate
theretofore issued by it, alleged to have been lost or destroyed,  and the Board
of Directors may, in its discretion,  require the owner of the lost or destroyed
certificate or his or her legal representatives,  to give the corporation a bond
in such form and  amount as the Board of  Directors  may  direct,  and with such
surety or  sureties  as may be  satisfactory  to the  board,  to  indemnify  the
corporation and its transfer agents and registrars,  if any,  against any claims
that may be made against it or any such  transfer  agent or registrar on account
of the issuance of such new certificate. A new certificate may be issued without
requiring any bond when, in the judgment of the Board of Directors, it is proper
to do so.

Section 6.08 No Limitation on Voting Rights;  Limitation on Dissenter's  Rights.
To the extent  permissible under the applicable law of any jurisdiction to which
the  corporation  may become  subject by reason of the conduct of business,  the
ownership of assets,  the residence of shareholders,  the location of offices or
facilities,  or any other item, the corporation elects not to be governed by the
provisions  of any  statute  that (i)  limits,  restricts,  modified,  suspends,
terminates,  or otherwise affects the rights of any shareholder to cast one vote
for each share of common stock registered in the name of such shareholder on the
books of the  corporation,  without  regard to whether such shares were acquired
directly  from the  corporation  or from any other person and without  regard to
whether  such  shareholder  has the power to exercise or direct the  exercise of
voting  power over any  specific  fraction of the shares of common  stock of the
corporation  issued and  outstanding or (ii) grants to any shareholder the right
to have his or her stock  redeemed or purchased by the  corporation or any other
shareholder  on the  acquisition  by any person or group of persons of shares of
the  corporation.  In particular,  to the extent permitted under the laws of the
state of  incorporation,  the corporation  elects not to be governed by any such
provision,  including the  provisions of the Nevada  Control Share  Acquisitions
Act, Sections 78.378 to 78.3793,  inclusive,  of the Nevada Revised Statutes, or
any statute of similar effect or tenor.

                                   ARTICLE VII
                    EXECUTIVE COMMITTEE AND OTHER COMMITTEES

Section 7.01 How Constituted.  The Board of Directors may designate an executive
committee  and  such  other  committees  as the  Board  of  Directors  may  deem
appropriate,  each of which  committees  shall consist of two or more directors.
Members of the  executive  committee and of any such other  committees  shall be
designated  annually at the annual meeting of the Board of Directors;  provided,
however, that at any time the Board of Directors may abolish or reconstitute the
executive  committee  or any  other  committee.  Each  member  of the  executive
committee  and of  any  other  committee  shall  hold  office  until  his or her
successor  shall have been designated or until his or her resignation or removal
in the manner provided in these Bylaws.

                                       13

Section  7.02  Powers.  During the  intervals  between  meetings of the Board of
Directors, the executive committee shall have and may exercise all powers of the
Board  of  Directors  in the  management  of the  business  and  affairs  of the
corporation, except for the power to fill vacancies in the Board of Directors or
to amend these Bylaws, and except for such powers as by law may not be delegated
by the Board of Directors to an executive committee.

Section 7.03 Proceedings.  The executive committee, and such other committees as
may be designated hereunder by the Board of Directors, may fix its own presiding
and recording officer or officers, and may meet at such place or places, at such
time or times and on such notice (or without  notice) as it shall determine from
time to time.  It will keep a record of its  proceedings  and shall  report such
proceedings  to the Board of  Directors at the meeting of the Board of Directors
next following.

Section  7.04  Quorum  and  Manner of Acting.  At all  meeting of the  executive
committee,  and of such other  committees as may be designated  hereunder by the
Board of Directors, the presence of members constituting a majority of the total
authorized  membership  of the committee  shall be necessary  and  sufficient to
constitute a quorum for the  transaction of business,  and the act of a majority
of the members  present at any meeting at which a quorum is present shall be the
act of such committee. The members of the executive committee, and of such other
committees as may be designated  hereunder by the Board of Directors,  shall act
only as a committee  and the indiviual  members  thereof shall have no powers as
such.

Section 7.05 Resignations.  Any member of the executive  committee,  and of such
other committees as may be designated  hereunder by the Board of Directors,  may
resign at any time by delivering a written  resignation to either the president,
the  secretary,  or  assistant  secretary,  or to the  presiding  officer of the
committee of which he or she is a member,  if any shall have been  appointed and
shall be in office.  Unless otherwise  specified herein,  such resignation shall
take effect on delivery.

Section 7.06  Removal.  The Board of Directors may at any time remove any member
of the executive committee or of any other committee  designated by it hereunder
either for or without cause.

Section 7.07 Vacancies.  If any vacancies shall occur in the executive committee
or of any other  committee  designated by the Board of Directors  hereunder,  by
reason of  disqualification,  death,  resignation,  removal,  or otherwise,  the
remaining members shall, until the filling of such vacancy,  constitute the then
total  authorized  membership  of the committee  and,  provided that two or more
members  are  remaining,  continue  to act.  Such  vacancy  may be filled at any
meeting of the Board of Directors.

Section  7.08  Compensation.  The Board of  Directors  may allow a fixed sum and
expenses of attendance to any member of the executive committee, or of any other
committee designated by it hereunder,  who is not an active salaried employee of
the corporation for attendance at each meeting of said committee.

                                       14

                                  ARTICLE VIII
                         INDEMNIFICATION, INSURANCE, AND
                         OFFICER AND DIRECTOR CONTRACTS

Section 8.01  Indemnification:  Third Party Actions.  The corporation shall have
the power to indemnify  any person who was or is a party or is  threatened to be
made a party to any threatened,  pending,  or completed action, or suit by or in
the right of the corporation to procure a judgment in its favor by reason of the
fact that he or she is or was a  director,  officer,  employee,  or agent of the
corporation,  or is or was  serving  at the  request  of  the  corporation  as a
director, officer, employee, or agent of another corporation, partnership, joint
venture,  trust, or other  enterprise,  against expenses  (including  attorneys'
fees) judgments,  fines, and amounts paid in settlement  actually and reasonably
incurred by him or her in connection  with any such action,  suit or proceeding,
if he or she acted in good faith and in a manner he or she  reasonably  believed
to be in or not opposed to the best  interests  of the  corporation,  and,  with
respect to any criminal action or proceeding, had no reasonable cause to believe
his or her  conduct was  unlawful.  The  termination  of any  action,  suit,  or
proceeding by judgment,  order, settlement,  conviction,  or upon a plea of nolo
contendere or its equivalent,  shall not, of itself,  create a presumption  that
the person did not act in good faith and in a manner which he or she  reasonably
believed to be in or not opposed to the best interests of the  corporation,  and
with  respect to any criminal  action or  proceeding,  he or she had  reasonable
cause to believe that his or her conduct was unlawful.

Section 8.02 Indemnification:  Corporate Actions. The corporation shall have the
power to indemnify  any person who was or is a party or is threatened to be made
a party to any  threatened,  pending,  or completed  action or suit by or in the
right of the  corporation  to procure a  judgment  in its favor by reason of the
fact that he or she is or was a  director,  officer,  employee,  or agent of the
corporation,  or is or was  serving  at the  request  of  the  corporation  as a
director, officer, employee, or agent of another corporation, partnership, joint
venture,  trust, or other  enterprise,  against expenses  (including  attorneys'
fees)  actually and  reasonably  incurred by him or her in  connection  with the
defense or  settlement  of such action or suit, if he or she acted in good faith
and in a manner he or she  reasonably  believed  to be in or not  opposed to the
best interests of the corporation,  except that no indemnification shall be made
in respect of any claim,  issue,  or matter as to which such a person shall have
been adjudged to be liable for  negligence or misconduct in the  performance  of
his or her duty to the corporation, unless and only to the extent that the court
in which the action or suit was brought  shall  determine on  application  that,
despite the  adjudication of liability but in view of all  circumstances  of the
case,  the  person is fairly  and  reasonably  entitled  to  indemnity  for such
expenses as the court deems proper.

Section 8.03 Determination. To the extent that a director, officer, employee, or
agent of the  corporation  has been  successful  on the merits or  otherwise  in
defense of any action, suit, or proceeding referred to in Sections 8.01 and 8.02
hereof, or in defense of any claim, issue, or matter therein, he or she shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him or her in connection therewith.  Any other indemnification under
Sections  8.01  and  8.02  hereof,  shall  be  made  by the  corporation  upon a
determination that indemnification of the officer, director,  employee, or agent
is proper in the circumstances because he or she has met the applicable standard
of conduct set forth in Sections 8.01 and 8.02 hereof.  Such determination shall
be made  either (i) by the Board of  Directors  by a  majority  vote of a quorum

                                       15

consisting  of  directors  who  were  not  parties  to  such  action,  suit,  or
proceeding;  or (ii) by independent legal counsel on a written opinion; or (iii)
by the  shareholders  by a  majority  vote of a quorum  of  shareholders  at any
meeting duly called for such purpose.

Section  8.04  General  Indemnification.  The  indemnification  provided by this
Section shall not be deemed exclusive of any other indemnification granted under
any provision of any statute,  in the  corporation's  Articles of Incorporation,
these Bylaws,  agreement,  vote of shareholders or disinterested  directors,  or
otherwise, both as to action in his or her official capacity and as to action in
another  capacity  while holding such office,  and shall continue as to a person
who has ceased to be a director, officer, employee, or agent, and shall inure to
the benefit of the heirs and legal representatives of such a person.

Section  8.05  Advances.  Expenses  incurred  in  defending  a civil or criminal
action,  suit, or proceeding as  contemplated in this Section may be paid by the
corporation  in  advance  of the final  disposition  of such  action,  suit,  or
proceeding  upon a majority  vote of a quorum of the Board of Directors and upon
receipt of an undertaking by or on behalf of the director,  officers,  employee,
or agent to repay such amount or amounts  unless if it is ultimately  determined
that  he or she is to  indemnified  by the  corporation  as  authorized  by this
Section.

Section 8.06 Scope of Indemnification.  The  indemnification  authorized by this
Section shall apply to all present and future  directors,  officers,  employees,
and agents of the  corporation  and shall continue as to such persons who ceases
to be directors,  officers,  employees, or agents of the corporation,  and shall
inure to the benefit of the heirs,  executors,  and  administrators  of all such
persons and shall be in addition to all other indemnification permitted by law.

8.07.  Insurance.  The corporation may purchase and maintain insurance on behalf
of any person who is or was a director,  employee,  or agent of the corporation,
or is or was serving at the request of the  corporation as a director,  officer,
employee, or agent of another corporation, partnership, joint venture, trust, or
other enterprise  against any liability asserted against him or her and incurred
by him or her in any such capacity, or arising out of his or her status as such,
whether  or not the  corporation  would have the power to  indemnify  him or her
against any such liability and under the laws of the state of incorporation,  as
the same may hereafter be amended or modified.

                                   ARTICLE IX
                                   FISCAL YEAR

The fiscal year of the corporation  shall be fixed by resolution of the Board of
Directors.

                                    ARTICLE X
                                    DIVIDENDS

The Board of Directors may from time to time declare,  and the  corporation  may
pay,  dividends  on its  outstanding  shares in the  manner and on the terms and
conditions provided by the Articles of Incorporation and these Bylaws.

                                       16

                                   ARTICLE XI
                                   AMENDMENTS

All Bylaws of the corporation,  whether adopted by the Board of Directors or the
shareholders,  shall be subject to  amendment,  alteration,  or repeal,  and new
Bylaws may be made, except that:

     (a)  No Bylaws adopted or amended by the  shareholders  shall be altered or
          repealed by the Board of Directors.
     (b)  No Bylaws  shall be  adopted  by the Board of  Directors  which  shall
          require  more than a majority  of the voting  shares for a quorum at a
          meeting of shareholders,  or more than a majority of the votes cast to
          constitute action by the shareholders, except where higher percentages
          are  required  by  law;  provided,  however  that  (i)  if  any  Bylaw
          regulating an impending election of directors is adopted or amended or
          repealed  by the Board of  Directors,  there shall be set forth in the
          notice  of the  next  meeting  of  shareholders  for the  election  of
          directors, the Bylaws so adopted or amended or repealed, together with
          a  concise  statement  of the  changes  made;  and (ii) no  amendment,
          alteration  or repeal of this  Article XI shall be made  except by the
          shareholders.

                            CERTIFICATE OF SECRETARY

The  undersigned  does  hereby  certify  that he is the  secretary  of  Amerthai
Minerals Inc., a corporation  duly organized and existing under and by virtue of
the laws of the State of  Nevada;  that the above and  foregoing  Bylaws of said
corporation were duly and regularly adopted as such by the Board of Directors of
the  corporation  at a  meeting  of the Board of  Directors,  which was duly and
regularly  held on the 27th  day of  January,  2010,  and  that  the  above  and
foregoing Bylaws are now in full force and effect.

DATED THIS 27th day of January, 2010.



/s/ Prapiapan Chayawatana
- --------------------------------
Prapaipan Chayawatana, Secretary

                                       17

EX-5.1

                                                                     Exhibit 5.1

                     LAW OFFICE OF MICHAEL M. KESSLER, P.C.


May 26, 2010

Dr. Banch Luangaram
President/Director
Amerthai Minerals, Inc.
Foursons Inn, Rambutri Road
Pra Nakorn Bangkok 10200 Thailand

RE:  Opinion  of  Counsel  for  Registration  Statement  on Form S-1  Under  the
     Securities Act of 1933 (the "Registration Statement") of Amerthai Minerals,
     Inc., a Nevada corporation.

Dear Dr. Luangaram:

The Law Office of Michael M. Kessler,  P.C,  (the "Firm").  has acted as special
counsel for Amerthai Minerals Inc, Inc. a Nevada corporation (the "Company") for
the  limited   purpose  of  rendering  this  opinion  in  connection   with  the
registration  (pursuant to the Registration  Statement) of 2,500,000 shares (the
"Shares") of the common stock, par value $0.001 per share, of the Company

In our capacity as special counsel to the Company,  we have examined  originals,
or copies certified or otherwise  identified to our satisfaction,  the following
documents:

     1.   Certificate of Incorporation of the Company, as amended to date;
     2.   Bylaws of the Company, as amended to date;
     3.   The records of corporate  proceedings  relating to the issuance of the
          Shares authorizing the offering.
     4.   Such other  instruments  and  documents,  if any,  as we believe to be
          necessary for the purpose of rendering the following opinion.

In such  examinations,  we have assumed the authenticity and completeness of all
documents, certificates and records submitted to us as originals, the conformity
to the original instruments of all documents, certificates and records submitted
to us as copies,  and the authenticity and completeness of the originals of such
instruments.  As to certain  matters of fact relating to this  opinion,  we have
relied on the  accuracy  and  truthfulness  of  certificates  of officers of the
Company  and  on   certificates  of  public   officials,   and  have  made  such
investigations of law as we have believed necessary and relevant.

Michael M. Kessler, the principal of the firm is a licensed attorney.  We do not
express  any  opinion  as to the laws of any other  jurisdiction  other than the
General  Corporation  Law of the State of Nevada (the  "NVCL"),  all  applicable
provisions  of the  State  of  Nevada  Constitution  and all  reported  judicial
decisions  interpreting  those laws as well as U.S.  federal  securities law. No


                       3436 AMERICAN RIVER DRIVE, SUITE 11
                            TELEPHONE (916) 239-4000
                            FACSIMILE (916) 239-4008

                     LAW OFFICE OF MICHAEL M. KESSLER, P.C.


opinion is  expressed  herein with  respect to the  qualification  of the Shares
under the securities or blue sky laws of any state or any foreign  Jurisdiction.
This  opinion  is  limited  to the laws,  including  the  rules and  regulations
thereunder,  as in effect on the date hereof. Based on the following we have the
following opinion:

1. Amerthai  Minerals,  Inc. (the "Company") is a duly and legally organized and
existing Nevada State  Corporation,  with its office and mailing address located
at Foursons Inn, Rambutri Road Pra Nakorn Bangkok 10200 Thailand The Articles of
Incorporation  and  corporate  registration  fees were  submitted  to the Nevada
Secretary of State's  office and filed with the office on January 27, 2010.  The
Company's  existence  and form is valid  and legal and  active  pursuant  to the
representation  above and from a review of the corporate  filing  information at
the Nevada  Secretary of States Office as can be reviewed at Nevada Secretary of
States Office web site whose address is http://nvsos.gov/.

2. The Company is a fully and duly  incorporated  Nevada corporate  entity.  The
Company  has one class of Common  Stock at this time.  Neither  the  Articles of
Incorporation, Bylaws, and amendments thereto, nor subsequent resolutions change
the non-assessable  characteristics of the Company's common shares of stock. The
Common Stock previously issued by the Company is in legal form and in compliance
with the laws of the  State of  Nevada,  and when such  stock was  issued it was
fully paid for and  non-assessable.  The common stock to be sold under this Form
S-1  Registration  Statement  is  likewise  legal under the laws of the State of
Nevada.

3. To our knowledge, the Company is not a party to any legal proceedings nor are
there any  judgments  against  the  Company,  nor are there any actions or suits
filed  or  threatened  against  it or  its  officers  and  directors,  in  their
capacities as such,  other than as set forth in the registration  statement.  We
know of no disputes involving the Company and the Company has no claim,  actions
or inquiries from any federal,  state or other government agency,  other than as
set  forth in the  registration  statement.  We know of no  claims  against  the
Company or any reputed claims  against it at this time,  other than as set forth
in the registration statement.

4.  The  Company's  outstanding  shares  are  all  Common  Shares.  There  is no
liquidation  preference right held by the present  Shareholder upon voluntary or
involuntary liquidation of the Company.

5. By  directors'  resolution,  the  Company  has  authorized  the  issuance  of
2,500,000  shares of common stock for this offering.  The Company's  Articles of
Incorporation  presently  set the  authorized  capital  stock of the  Company at
75,000,000 shares designated as Common Stock, with a $0.001 par value.

Based upon the  foregoing,  we are of the opinion that the shares being  offered
for sale and  issuable by the Company  pursuant to this  Registration  Statement
will be duly authorized and validly issued,  fully paid and non-assessable  when
issued as contemplated by the registration statement.

                     LAW OFFICE OF MICHAEL M. KESSLER, P.C.


     The Firm does  hereby  consent to the use of this  opinion as an exhibit to
the  Registration   Statement  and  to  the  references  to  this  firm  in  the
Registration Statement. In giving this consent, I do not hereby admit that I was
acting within the category of persons whose consent is required  under Section 7
of the  Securities  Act and the  rules and  regulations  of the  Securities  and
Exchange Commission thereunder.

Yours truly,


/s/ Michael M. Kessler
- --------------------------------------
Law Office of Michael M. Kessler, P.C.
By: Michael M. Kessler, Esq

EX-10

                                                                      Exhibit 10

                              DECLARATION OF TRUST


This declaration of trust is made by Omega Explorations Services (the "Trustee")
in favor of Amerthai Minerals Inc. (the "Beneficiary"). The trustee solemnly
declares that he holds a 100% interest in the Boomer mineral claim, Tenure
Number 706779 inclusive (the "Property") located in the Kamloops Region of
southern British Columbia, Canada, in trust solely for the benefit to the
beneficiary.

The trustee further promises the Beneficiary not to deal with the property in
any way, except to transfer the Property to the Beneficiary, without written
instructions, direction and consent of the Beneficiary.

Given at Savona, BC, Canada on the 5th day of March, 2010.


SIGNED SEALED AND DELIVERED by            )
                                          )
JAMES W. MCLEOD to the presence of        )

                                          )
/s/ Jacqueline McLeod                     )      /s/  James W. McLeod
- -----------------------------             )      -------------------------------
SIGNATURE OF WITNESS                      )      JAMES W. MCLEOD
                                          )
Jacqueline McLeod                         )
- -----------------------------             )
NAME OF WITNESS                           )
                                          )
P.O. Box 216, Savona, BC                  )
- -----------------------------             )
ADDRESS OF WITNESS                        )

EX-23.2

                                                                    Exhibit 23.2

                           Chang G. Park, CPA, Ph. D.
    * 2667 CAMINO DEL RIO SOUTH PLAZA B * SAN DIEGO * CALIFORNIA 92108-3707 *
      * TELEPHONE (858)722-5953 * FAX (858) 761-0341 * FAX (858) 433-2979
                         * E-MAIL changgpark@gmail.com *



May 25, 2010


To Whom It May Concern:

We hereby consent to the use in this  Registration  Statement on Form S-1 of our
report  dated May 25, 2010,  relating to the  financial  statements  of Amerthai
Mineral Inc. for the period from January 27, 2010 (inception)  through March 31,
2010,  which  appears in such  Registration  Statement.  We also  consent to the
references to us under the headings "Experts" in such Registration Statement.

Very truly yours,


/s/ Chang G. Park
- ----------------------------
Chang G. Park, CPA



        Member of the California Society of Certified Public Accountants
          Registered with the Public Company Accounting Oversight Board

EX-23.3

                                                                    Exhibit 23.3


                            James W. McLeod, P. Geo.
                             2840 Hwy 95, Alt S. #7
                            Silver Springs, NV 89429
                               Phone: 775 577-5393
                              jjmcleod@xplornet.com


U.S. Securities and Exchange Commission
Washington, D.C. 20549

                                     CONSENT

1, James W. McLeod, P.Geo., am the author of a Report  entitled  "Review  and
Recommendations, Boomer Mineral Claim, Canim Lake Project Area, Kamloops Region,
Map  92I/15W,  British  Columbia,  Canada",  dated March 5, 2010,  prepared  for
Amerthai Minerals Inc.

I consent to the references to myself in the Registration  Statement on Form S-1
filed with the United  States  Securities  and Exchange  Commission  by Amerthai
Minerals and with the summary of the information  contained in the Report in the
Registration Statement.

I also  consent to Amerthai  Minerals  distributing  copies of the Report to its
shareholders  or prospective  investors,  and to the disclosure of the Report on
their website for electronic viewing.

Dated at Silver Springs, NV this 5th day of March, 2010.



                                               /s/ James W. McLeod
                                               ---------------------------------
                                               James W. McLeod
                                               Consulting Geologist

EX-99.1

                                                                    Exhibit 99.1

                             SUBSCRIPTION AGREEMENT
                                       FOR
                             AMERTHAI MINERALS INC.

                          COMMON STOCK ($.02 PER SHARE)

Persons interested in purchasing common stock of Amerthai Minerals Inc. must
complete and return this Subscription Agreement along with their check or money
order payable to: Amerthai Minerals Inc. ("the Issuer" and "the Company").

Subject  only  to  acceptance  hereof  by the  Issuer,  in its  discretion,  the
undersigned  hereby  subscribes  for the  number  of  common  shares  and at the
aggregate subscription price set forth below.

An accepted  copy of this  Agreement  will be returned  to the  Subscriber  as a
receipt,  and the physical stock  certificate will be delivered to each Investor
within thirty (30) days of the Close of this Offering.

     SECURITIES OFFERED - The Company is offering a total of 2,500,000 shares of
its common stock (par value $.001 per share) at a price of $.02 per share. There
is no minimum subscription amount.

     SUBSCRIPTION - In connection with this subscription the undersigned hereby
subscribes to the number of common shares shown in the following table.

NUMBER OF COMMON SHARES = ___________________

Multiply by Price of Shares x $.02 per Share

Aggregate Subscription Price = $___________________

In connection with this investment in the Company, I represent and warrant as
follows:

     a)   Prior to tendering payment for the shares, I received a copy of and
          read your prospectus dated ______________, 2010.

          b)   I am a bona fide resident of the state of
               ________________________________ or ______ a non-US resident.

          c)   The Issuer and the other purchasers are relying on the truth and
               accuracy of the declarations, representations and warranties
               herein made by the undersigned. Accordingly, the foregoing
               representations and warranties and undertakings are made by the
               undersigned with the intent that they may be relied upon in
               determining his/her suitability as a purchaser. Investor agrees
               that such representations and warranties shall survive the
               acceptance of Investor as a purchaser.



Please register the Shares, which I am purchasing in the following name(s):

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

As (check one)

 __Individual         __Tenants in Common               __Existing Partnership
 __Joint Tenants      __Corporation                     __Trust
 __IRA                __Minor with adult custodian under
                        the Uniform Gift to Minors Act

For the person(s) who will be registered shareholder(s):


- --------------------------------    --------------------------------
Signature of Subscriber             Signature of Co-Subscriber

- --------------------------------    --------------------------------
Name of Subscriber (Printed)        Name of Co-Subscriber (Printed)

- --------------------------------    --------------------------------
Address                             Address of Co-Subscriber

- --------------------------------    --------------------------------
Address                             Address of Co-Subscriber

- --------------------------------    --------------------------------
Telephone                           Telephone of Co-Subscriber

- --------------------------------    --------------------------------
Subscriber Tax I.D. or              Co-Subscriber Tax I.D. or
Social Security Number              Social Security Number

ACCEPTED BY:  Amerthai Minerals Inc., a Nevada Corporation


By: _____________________________   Date: ______________________________
    Officer