SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549  ____________________  FORM
10-Q ____________________  [X] QUARTERLY REPORT UNDER SECTION 13 OR
15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934  For the quarterly period ended September
30, 2008  [ ] TRANSITION REPORT
UNDER SECTION 13 OR 15 ( d ) OF THE EXCHANGE ACT  For the transition period from
____________ to____________  Commission File No. 000-24379  ATLANTICA, INC. (Exact name of Registrant as specified in
its charter)  Utah
43-0976473(State or Other Jurisdiction of
(I.R.S. Employer Identification No.)incorporation or organization)  c/o Richland Gordon & Company 9330 Sears Tower 233 S. Wacker Drive Chicago, Illinois 60606 (Address of Principal Executive Offices)  (312) 382-9330 (Registrants telephone number, including
area code)  N/A (Former name, former address and former
fiscal year, if changed since last report)  Indicate by check mark whether the
Registrant has (1) filed all reports required to be filed by Section 13 or 15(d)
of the Securities Exchange Act of 1934 (the Exchange Act) during the preceding
12 months (or for such shorter period that the Registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes [X] No [  ]  Indicate by check mark whether the
Registrant is a large accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company.  See definition of large
accelerated filer, accelerated filer and smaller reporting company in Rule
12b-2 of the Exchange Act.  (Check one):  Large accelerated filer [  ]
     Accelerated filer [  ]
      Non-accelerated filer [  ]
     Smaller reporting company [X]  Indicate by check mark whether the
Registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act). Yes [X] No [  ]  1     APPLICABLE ONLY TO ISSUERS INVOLVED IN
BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE
YEARS  Indicate by check mark whether the registrant has filed
all documents and reports required to be filed by Sections 12, 13 or 15(d) of
the Securities and Exchange Act of 1934 after the distribution of securities
under a plan confirmed by a court.  Not applicable.  APPLICABLE ONLY TO CORPORATE ISSUERS  Indicate the number of shares outstanding of each of the
Registrants classes of common stock, as of the latest practicable date:
 November 19, 2008 - 2,458,590 shares of common stock.  PART I   Item 1.  Financial Statements  The Financial Statements of the Registrant
required to be filed with this 10-Q Quarterly Report were prepared by management
and commence below, together with related notes. In the opinion of management,
the Financial Statements fairly present the financial condition of the
Registrant.             ATLANTICA, INC. [A Development Stage Company]  UNAUDITED FINANCIAL STATEMENTS  SEPTEMBER 30, 2008                  2    ATLANTICA,
INC. [A Development Stage Company]     CONTENTS  PAGE   Balance Sheets, September
30, 2008 (Unaudited) and December 31, 2007 4    Unaudited Statements of Operations, for the three
months and nine months ended September 30, 2008 and 2007 and from inception of
Development Stage
on January 1, 1997 through September 30, 2008 5    Unaudited Statements of Cash Flows, for the nine
months ended September 30, 2008 and 2007 and from inception of
Development Stage
on January 1, 1997 through September 30, 2008 6    Notes
to Unaudited Financial Statements 7 - 9  3


ATLANTICA,
INC. (A Development Stage Company)  **Balance Sheets**    September 30,
2008



December 31, 2007(Unaudited)ASSETSCURRENT
ASSETSCash

$




$
Total
Current Assets







TOTAL
ASSETS

$




$
LIABILITIES
AND STOCKHOLDERS' EQUITY (DEFICIT)Accounts
Payable

$
98,722



$
41,125Accounts
Payable - Related Party


18,198




2,328Interest
Payable







---Total
Current Liabilities


116,920




43,453Total
Liabilities


116,920




43,453STOCKHOLDERS'
EQUITY (DEFICIT)Preferred
Stock: 10,000,000 shares authorizedof
$0.0001 par value, no sharesissued
and outstanding







Common
Stock: 50,000,000 shares authorizedof
$0.0001 par value, 2,458,590 sharesissued
and outstanding


246




246Additional
Paid-in Capital


125,456




125,456Accumulated
Deficit prior to development stage


(1,256,700
)



(1,256,700
)Retained
earnings from inception of developmentstage
on January 1, 1997, through September 30, 2008


1,014,078




1,087,545Total
Stockholders' Equity (Deficit)


(116,920)




(43,453
)TOTAL
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

$




$
    The
accompanying notes are an integral part of these financial statements.


4


ATLANTICA,
INC. (A
Development Stage Company)    Statements
of Operations (Unaudited) From Inceptionof DevelopmentFor the


For the


Stage onThree Months Ended


Nine Months Ended


January 1, 1997September 30,


September 30,


through2008



2007


2008



2007


September 30, 2008REVENUES

$




$



$




$



$
EXPENSESGeneral
and Administrative


12,867




28,827



73,467




35,772



220,301Interest
Expense


-




-



-




2,111



118,508Total
Expenses


12,867




28,827



73,467




37,883



338,809LOSS
BEFORE EXTRAORDINARY ITEMS

(12,867
)



(28,827
)


(73,467
)



(37,883
)


(338,809
)EXTRAORDINARY
INCOMEGain
on extinguishment of debt




















1,352,887NET
INCOME (LOSS)

$
(12,867
)


$
(28,827
)

$
(73,467
)


$
(37,883
)

$
1,014,078BASIC
LOSS PER SHARE

$
(0.01)



$
(0.01
)

$
(0.03
)


$
(0.02
)WEIGHTED
AVERAGE NUMBEROF
SHARES OUTSTANDING


2,458,590




2,458,590



2,458,590




2,458,590        The
accompanying notes are an integral part of these financial statements.


5


ATLANTICA, INC. (A
Development Stage Company)   Statements
of Cash Flows (Unaudited)  From Inceptionof DevelopmentFor the


Stage onNine Months Ended


January 1, 1997September 30,


Through2008



2007


September 30, 2008CASH
FLOWS FROM OPERATING ACTIVITIESNet
Income (Loss)

$
(73,467
)


$
(37,883
)

$
1,014,078Adjustments
to reconcile net income (loss) to net cashused
by operating activities:Common
stock issued for services











2,405Extinguishment
of debt











(1,352,887
)Changes
in operating assets and liabilities:Increase
in accounts payable andaccounts
payable - related party


73,467




35,772



160,281Increase
in accrued interest


---




2,111



119,297Net
Cash Used For Operating Activities











(56,826
)CASH
FLOWS FROM INVESTING ACTIVITIES











CASH
FLOWS FROM FINANCING ACTIVITIESCapital
contributed by shareholder











56,826Net
Cash Provided by Financing Activities











56,826NET
INCREASE (DECREASE) IN CASH











CASH
AT BEGINNING OF PERIOD











CASH
AT END OF PERIOD

$




$



$
CASH
PAID FOR:Interest

$




$



$
Taxes

$




$



$
SCHEDULE
OF NON-CASH FINANCING AND
INVESTING
ACTIVITIESContributions
of related party payables to equity

$
---



$
66,471


$
66,471   The
accompanying notes are an integral part of these financial statements.


6


ATLANTICA, INC. (A
Development Stage Company)    Notes to
Unaudited Financial Statements September
30, 2008  NOTE 1 - BASIS OF
PRESENTATION  This summary
of significant accounting policies of Atlantica, Inc. is presented to assist in
understanding the Companys financial statements. The financial statements and
notes are representations of the Companys management, which is responsible for
their integrity and objectivity. These accounting policies conform to accounting
principles generally accepted in the United States of America and have been
consistently applied in the preparation of the financial statements.  a.
Organization and Business Activities  The financial
statements presented are those of Atlantica, Inc. (the Company). The Company was
incorporated in the State of Utah on March 3, 1938. The Company name at that
time was Red Hills Mining Company. On February 5, 1953, the Company changed its
name to Allied Oil and Minerals Company. On January 8, 1971, the Company changed
its name to Community Equities Corporation. On March 26, 1996, the Company
changed its name to Atlantica, Inc.  The Company
had two subsidiaries; Keys Equities, Inc. (Keys), a Florida corporation
incorporated on July 31, 1996, and Allied Equities, Inc. (Allied), a Florida
corporation incorporated on July 15, 1996. On March 1, 1998, the Company
transferred its right, title and interest in a mining claim in Utah to Allied.
The mining claim had a book value of $-0-. On March 1, 1998, the Company
distributed the shares of the two subsidiaries to its shareholders in a
liquidating dividend.  The Company
has not engaged in any business operations since 1990, and it was reclassified
as a development stage company as of January 1, 1997. The Companys only
activity since that time has consisted of taking actions necessary to restore
and preserve its good standing in the State of Utah. The Company presently has
no assets. The Company intends to continue to seek out the acquisition of
assets, property or a business that may be beneficial to the Company and its
stockholders. In considering whether to complete any such acquisition, the Board
of Directors will make the final determination and the approval of stockholders
will not be sought unless required by applicable law, the articles of
incorporation or bylaws of the Company or contract.  b. Accounting
Method  The Companys
financial statements are prepared using the accrual method of accounting. The
Company has elected a December 31 year-end.  c. Estimates  The
preparations of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and 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.  d. Cash and
Cash Equivalents  The Company
considers all highly liquid investments with original maturities at the date of
purchase of three months or less to be cash equivalents.


7


ATLANTICA, INC. (A
Development Stage Company)  Notes to
Unaudited Financial Statements September
30, 2008  NOTE 2 - LIQUIDITY /
GOING CONCERN  The Companys
financial statements are prepared using accounting principles generally accepted
in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation
of liabilities in the normal course of business. The Company has not established
revenues sufficient to cover its operation costs. The Company is seeking the
acquisition of, or merger with, an existing operating company.  The Company
does not have significant assets, nor has it established operations and has
accumulated losses since inception. These factors raise substantial doubt about
the Companys ability to continue as a going concern. It is the intent of the
Company to seek a merger with an existing, well-capitalized operating company.
The financial statements do not include any adjustments that might result from
the outcome of this uncertainty.   The Company
is relying on its principal shareholder to pay all of our operating and other
expenses until we can complete a reorganization or merger. While the Company's
principal stockholder currently pays the Company's limited operating and other
expenses, on the Company's behalf, that principal stockholder is not obligated
to pay any of those expenses and the Company can provide no assurance that such
stockholder will continue to pay any of those expenses in the future. This
stockholder paid expenses for the Company in the amount of $12,233 during the
quarter ended September 30, 2008.  NOTE 3 -
RELATED PARTY TRANSACTIONS  There were
$12,867 in expenses during the three months ended September 30, 2008 paid by a
related party.  While we currently have an agreement that expenses will be
paid by a shareholder of the Company and recorded as loans to shareholders, this
agreement is revocable by that shareholder at any time.  We had payables
totaling $98,722 at September 30, 2008, which we expect will be paid by the
shareholder of the Company.  NOTE 4 
COMMON STOCK  On January
26, 2007, the majority stockholders of the Company voted in favor of amending
and restating the Company's Articles of Incorporation to change the total number
of shares which the corporation shall be authorized to issue to 60,000,000
shares of capital stock, such total number of shares shall consist of 50,000,000
shares of $0.0001 par value common voting stock (Common Stock) and 10,000,000
shares of preferred stock, having a par value of $0.0001 per share. The majority
stockholders also approved a one for ten (1:10) reverse stock split of the
Company's issued and outstanding common shares effective following notice
thereof to the National Association of Securities Dealers, Inc. (the "NASD") and
the subsequent advice from the NASD of its effectiveness.  The reverse
stock split was effective on February 15, 2007.  The stock split is
reflected on a retroactive basis.  There were no
issuances of Company stock during the three-month period ended September 30,
2008.  NOTE 5 -
LOSS PER SHARE  The following
data show the amounts used in computing loss per share for the periods
presented:  For the Three Months Ended September 30,2008

For the Nine Months Ended September 30, 2008Loss
available to common shareholders (numerator)
$
(12,867)

$
(73,467)Weighted average number of common shares
outstanding during the period used in loss per share(denominator)

2,458,590


2,458,590Basic
loss per share
$
(0.01)

$
(0.03)


8


ATLANTICA, INC. (A
Development Stage Company)  Notes to
Unaudited Financial Statements September
30, 2008  NOTE 5 -
LOSS PER SHARE (Continued)  Dilutive loss
per share was not presented; as the Company had no common equivalent shares for
all periods presented that would affect the computation of diluted loss per
share.  NOTE 6 - COMMITMENTS AND CONTINGENCIES  Contingencies -The Company has not been active for several
years.  Management believes that there are no unrecorded valid outstanding
liabilities from prior operations.  If a creditor were to come forward and
claim a liability, the Company has committed to contest the claim to the fullest
extent of the law.  Due to various statutes of limitations and because of
the likelihood that such an old liability would not still be valid no amount has
been accrued in these financial statements for any such contingencies.


9


Item
2. Managements Discussions and Analysis of Financial Condition and
Results of Operations.  Forward-looking
Statements  Statements made in this
Quarterly Report which are not purely historical are forward-looking statements
with respect to the goals, plan objectives, intentions, expectations, financial
condition, results of operations, future performance and our business,
including, without limitation, (i) our ability to raise capital, and (ii)
statements preceded by, followed by or that include the words may, would,
could, should, expects, projects, anticipates, believes,
estimates, plans, intends, targets or similar expressions.  Forward-looking statements
involve inherent risks and uncertainties, and important factors (many of which
are beyond our control) that could cause actual results to differ materially
from those set forth in the forward-looking statements, including the following,
general economic or industry conditions, nationally and/or in the communities in
which we may conduct business, changes in the interest rate environment,
legislation or regulatory requirements, conditions of the securities markets,
our ability to raise capital, changes in accounting principles, policies or
guidelines, financial or political instability, acts of war or terrorism, other
economic, competitive, governmental, regulatory and technical factors affecting
our current or potential business and related matters.  Accordingly, results
actually achieved may differ materially from expected results in these
statements.  Forward-looking statements speak only as of the date they are
made.  We do not undertake, and specifically disclaim, any obligation to
update any forward-looking statements to reflect events or circumstances
occurring after the date of such statements.  Plan of
Operation  Our plan of operation for
the next 12 months is to: (i) consider guidelines of industries in which we may
have an interest;(ii) adopt a business plan regarding engaging in the business
of any selected industry; and (iii) to commence such operations through funding
and/or the acquisition of a going concern engaged in any industry selected.  We are not currently
engaged in any substantive business activity, and we have no plans to engage in
any such activity in the foreseeable future. In our present form, we may be
deemed to be a vehicle to acquire or merge with a business or company.
Regardless, the commencement of any business opportunity will be preceded by the
consideration and adoption of a business plan by our Board of Directors. We do
not intend to restrict our search for business opportunities to any particular
business or industry, and the areas in which we will seek out business
opportunities or acquisitions, reorganizations or mergers may include, but will
not be limited to, the fields of high technology, manufacturing, natural
resources, service, research and development, communications, transportation,
insurance, brokerage, finance and all medically related fields, among others. We
recognize that the number of suitable potential business ventures that may be
available to our Company may be extremely limited, and may be restricted to
entities who desire to avoid what such entities may deem to be the adverse
factors related to an initial public offering (IPO). The most prevalent of
these factors include substantial time requirements, legal and accounting costs,
the inability to obtain an underwriter who is willing to publicly offer and sell
shares, the lack of or the inability to obtain the required financial statements
for such an undertaking, limitations on the amount of dilution to public
investors in comparison to the stockholders of any such entities, along with
other conditions or requirements imposed by various federal and state securities
laws, rules and regulations and federal and state agencies that implement such
laws, rules and regulations. Any of these types of transactions, regardless of
the particular prospect, would require us to issue a substantial number of
shares of our common stock, that could amount to as much as 95% of our
outstanding securities following the completion of any such transaction;
accordingly, investments in any such private enterprise, if available, would be
much more favorable than any investment in our Company.  Management intends to
consider a number of factors prior to making any decision as to whether to
participate in any specific business endeavor, none of which may be
determinative or provide any assurance of success. These may include, but will
not be limited to, as applicable, an analysis of the quality of the particular
entitys management personnel; the anticipated acceptability of any new products
or marketing concepts that it may have; the merit of its technological changes;
its present financial condition, projected growth potential and available
technical, financial and managerial resources; its working capital, history of
operations and future prospects; the nature of its present and expected
competition; the quality and experience of its management services and the depth
of its management; its potential for further research, development or
exploration; risk factors specifically related to its business operations; its
potential for growth, expansion and profit; the perceived public recognition or
acceptance of its products, services, trademarks and name identification; and
numerous other factors which are difficult, if not impossible, to properly or
accurately analyze, let alone describe or identify, without referring to
specific objective criteria.


10


Regardless, the results of
operations of any specific entity may not necessarily be indicative of what may
occur in the future, by reason of changing market strategies, plant or product
expansion, changes in product emphasis, future management personnel and changes
in innumerable other factors. Further, in the case of a new business venture or
one that is in a research and development mode, the risks will be substantial,
and there will be no objective criteria to examine the effectiveness or the
abilities of its management or its business objectives. Also, a firm market for
its products or services may yet need to be established, and with no past track
record, the profitability of any such entity will be unproven and cannot be
predicted with any certainty.  Management will attempt to
meet personally with management and key personnel of the entity providing any
potential business opportunity afforded to our Company, visit and inspect
material facilities, obtain independent analysis or verification of information
provided and gathered, check references of management and key personnel and
conduct other reasonably prudent measures calculated to ensure a reasonably
thorough review of any particular business opportunity; however, due to time
constraints of management, these activities may be limited.  We are unable to predict
the time as to when and if we may actually participate in any specific business
endeavor. We anticipate that proposed business ventures will be made available
to us through personal contacts of directors, executive officers and principal
stockholders, professional advisors, broker dealers in securities, venture
capital personnel, members of the financial community and others who may present
unsolicited proposals. In certain cases, we may agree to pay a finders fee or
to otherwise compensate the persons who submit a potential business endeavor in
which we eventually participate. Such persons may include our directors,
executive officers and beneficial owners our securities or their affiliates. In
this event, such fees may become a factor in negotiations regarding any
potential venture and, accordingly, may present a conflict of interest for such
individuals.  Our directors and executive
officers have not used any particular consultants, advisors or finders on a
regular basis.  Although we currently have
no plans to do so, depending on the nature and extent of services rendered, we
may compensate members of management in the future for services that they may
perform for our Company. Because we currently have extremely limited resources,
and we are unlikely to have any significant resources until we have determined a
business or enterprise to engage in or have completed a merger or acquisition,
any such compensation could take the form of an issuance of our Companys common
stock to these persons; this would have the effect of further diluting the
holdings of our other stockholders.  Substantial fees are often
paid in connection with the completion of all types of acquisitions,
reorganizations or mergers, ranging from a small amount to as much as $400,000
or more. These fees are usually divided among promoters or founders, after
deduction of legal, accounting and other related expenses, and it is not unusual
for a portion of these fees to be paid to members of management or to principal
stockholders as consideration for their agreement to retire a portion of the
shares of common stock owned by them. Management may actively negotiate or
otherwise consent to the purchase of all or any portion of their common stock as
a condition to, or in connection with, a proposed reorganization, merger or
acquisition. It is not anticipated that any such opportunity will be afforded to
other stockholders or that such other stockholders will be afforded the
opportunity to approve or consent to any particular stock buy-out transaction.
In the event that any such fees are paid, they may become a factor in
negotiations regarding any potential acquisition or merger by our Company and,
accordingly, may also present a conflict of interest for such individuals.  Results of
Operations  Three
Months Ended September 30, 2008 Compared to Three Months Ended September 30,
2007  The Company
has had no operations during the quarterly period ended September 30, 2008, nor
do we have operations as of the date of this filing.  General and
administrative expenses were $12,867 for the September 30, 2008, period compared
to $28,827 for the September 30, 2007, period. General and administrative
expenses for the three months ended September 30, 2008, were comprised mainly of
accounting and legal fees. We had a net loss of $12,867 for the September 30,
2008, period compared to a net loss of $28,827 for the September 30, 2007,
period.


11


Nine Months Ended September 30, 2008 Compared to Nine Months
Ended September 30, 2007  The Company
has had no operations during the nine months ended September 30, 2008, nor do we
have operations as of the date of this filing.  General and administrative
expenses were $73,467 for the nine months ended September 30, 2008, period
compared to $35,772 for the September 30, 2007, period. General and
administrative expenses for the nine months ended September 30, 2008, were
comprised mainly of accounting and legal fees. We had a net loss of $73,467 for
the nine months ended September 30, 2008, period compared to a net loss of
$37,883 for the September 30, 2007, period.  Liquidity  We have no current cash
resources.  During the
next 12 months, our only foreseeable cash requirements will relate to
maintaining our good standing in the State of Utah.  We do not have any
cash reserves to pay for our administrative expenses for the next 12 months.
 In the event that additional funding is required in order to keep us in
good standing, we may attempt to raise such funding through loans or through
additional sales of our common stock.    Item 3.
 Quantitative and Qualitative Disclosures About Market Risk.  Not
required.  Item 4T.
 Controls and Procedures.  Evaluation of disclosure
controls and procedures  Our management, with the
participation of our chief executive officer and chief financial officer,
evaluated the effectiveness of our disclosure controls and procedures as defined
in Rule 13a-15(e) under the Exchange Act as of the end of the period covered by
this Quarterly Report on Form 10-Q.  In designing and evaluating the
disclosure controls and procedures, our management recognized that any controls
and procedures, no matter how well designed and operated, can provide only
reasonable assurance of achieving the desired control objectives.  In
addition, the design of disclosure controls and procedures must reflect the fact
that there are resource constraints and that management is required to apply its
judgment in evaluating the benefits of possible controls and procedures relative
to their costs.  The design of any disclosure controls and procedures also
is based in part upon certain assumptions about the likelihood of future events
and there can be no assurance that any design will succeed in achieving its
stated goals under all potential future conditions.  Based on that evaluation,
our chief executive officer and chief financial officer concluded that, as of
September 30, 2008, our disclosure controls and procedures were, subject to the
limitations noted above, effective to provide reasonable assurance that
information we are required to disclose in reports that we file or submit under
the Exchange Act is recorded, processed, summarized and reported within the time
periods specified in Securities and Exchange Commission rules, regulations and
forms, and that such information is accumulated and communicated to our
management, including our chief executive officer and chief financial officer,
as appropriate, to allow timely decisions regarding required disclosure.  Changes in internal
control over financial reporting  Our
management, with the participation of the chief executive officer and chief
financial officer, has concluded there were no significant changes in our
internal controls over financial reporting that occurred during our last quarter
that has materially affected, or is reasonably likely to materially affect, our
internal control over financial reporting.  PART II -
OTHER INFORMATION   Item 1. Legal
Proceedings.  None; not applicable.  Item 1A.  Risk
Factors.  Not required.


12


Item 2. Unregistered
Sales of Equity Securities and Use of Proceeds.  None; not applicable.   Item 3. Defaults Upon
Senior Securities.  None; not applicable.   Item 4. Submission of
Matters to a Vote of Security Holders.  None; not applicable.   Item 5. Other
Information.   None; not applicable.  Item 6. Exhibits.   Exhibit No.                       Identification
of Exhibit  31.1

31.2

32
Certification
Pursuant to Section 302 of the Sarbanes-Oxley Act provided by Alan D.
Gordon, President, Chief Executive Officer, and Director.
Certification
Pursuant to Section 302 of the Sarbanes-Oxley Act provided by Shelley
Goff, Secretary and CFO
Certification
Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002 provided by Alan D. Gordon, President and
Chief Executive Officer and Shelley Goff, Secretary and CFO      SIGNATURES  Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized  ATLANTICA,
INC.  Date:
November 19,
2008

By:
/s/Alan D.
GordonPresident, Chief
Executive Officer, and DirectorDate:
November 19,
2008

By:
/s/Shelley
GoffSecretary and
Chief Financial Officer


13