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 March 31,
2009  [ ] 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:
 May 6, 2009 - 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  MARCH 31, 2009                  2    ATLANTICA,
INC. [A Development Stage Company]     CONTENTS  PAGE   Balance Sheets, March
31, 2009 (Unaudited) and December 31, 2008 4    Unaudited Statements of Operations, for the three
months ended March 31, 2009 and 2008 and from inception of
Development Stage
on January 1, 1997 through March 31, 2009 5    Unaudited Statements of Cash Flows, for the three
months ended March 31, 2009 and 2008 and from inception of
Development Stage
on January 1, 1997 through March 31, 2009 6    Notes
to Unaudited Financial Statements 7 - 9  3


ATLANTICA,
INC. (A Development Stage Company)   Balance Sheets    March 31,
2009



December 31, 2008(Unaudited)ASSETSCURRENT
ASSETSCash

$




$
Total
Current Assets







TOTAL
ASSETS

$




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

$
114,408



$
104,878Accounts
Payable - Related Party


174,357




139,760Interest
Payable


1,622




1,040Total
Current Liabilities


290,387




245,678Total
Liabilities


290,387




245,678STOCKHOLDERS'
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 March 31, 2009


840,611




885,320Total
Stockholders' Equity (Deficit)


(290,387)




(245,678
)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


Stage onThree Months Ended


January 1, 1997March 31,


through2009



2008


March 31, 2009REVENUES



$




$



$
EXPENSESGeneral
and Administrative




44,127




14,067



392,146Interest
Expense




582




---



120,130Total
Expenses




44,709




14,067



512,276LOSS
BEFORE EXTRAORDINARY ITEMS




(44,709
)



(14,067
)


(512,276
)EXTRAORDINARY
INCOMEGain
on extinguishment of debt













1,352,887NET
INCOME (LOSS)



$
(44,709
)


$
(14,067
)

$
840,611BASIC
LOSS PER SHARE



$
(0.02
)


$
(0.01
)WEIGHTED
AVERAGE NUMBEROF
SHARES OUTSTANDING




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 onThree Months Ended


January 1, 1997March 31,


Through2009



2008


March 31, 2009CASH
FLOWS FROM OPERATING ACTIVITIESNet
Income (Loss)

$
(44,709
)


$
(14,067
)

$
840,611Adjustments
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


44,127




14,067



332,126Increase
in accrued interest


582








120,919Net
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   The accompanying notes are an integral part
of these financial statements.


6


ATLANTICA,
INC. (A Development Stage Company)   Notes to Unaudited Financial
Statements March 31, 2009  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.  We have had no material business operations
since March 7, 1997, 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 March 31, 2009  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 Mirabella Holdings, LLC
(Mirabella), its majority shareholder to pay all of our operating and other
expenses until we can complete a reorganization or merger. While Mirabella
currently pays the Company's limited operating and other expenses, on the
Company's behalf, Mirabella is not obligated to pay any of those expenses and
the Company can provide no assurance that Mirabella will continue to pay any of
those expenses in the future.  Mirabella paid expenses for the Company in
the amount of $6,159 during the quarter ended March 31, 2009.  Currently,
any such loans that may be provided to us from time to time by Mirabella are
made pursuant to a demand promissory note that has been issued by us to
Mirabella, which loans are unsecured, payable on demand and bear interest at a
rate of 10% per annum, compounded quarterly.  See the description of that
demand promissory note contained in Part III, Item 13 of our Annual Report on
Form 10-K for the year ended December 31, 2008, and a copy of that note included
in Part IV, Item 15 of that Report.  NOTE 3 - RELATED PARTY TRANSACTIONS  There were $6,159 in expenses during the
three months ended March 31, 2009 paid by Mirabella and recorded as loans by
shareholders totaling $24,357 at March 31, 2009.  The accrued interest
related to this note was $582 for the three months ended March 31, 2009 and
$1,622 total accrued interest as of March 31, 2009.  The loans are
evidenced by a promissory note, are unsecured, are due on demand and accrue
interest at the rate of 10% per annum, compounded quarterly.  No payments
were made during the quarter ended March 31, 2009.  
The note was issued by the Company on April 29, 2009 and covers all loans
made by Mirabella to the Company since November 6, 2007, as well as any such
loans that may be made by Mirabella in the future.  A copy of the note was
filed as an exhibit to our Annual Report on Form 10-K for the year ended
December 31, 2008; see Part IV, Item 15 of that Report.   On April 29, 2009, the Company entered
into a management services agreement (the Management Services Agreement) with
Richland, Gordon & Company (Richland), a private investment firm
beneficially owned by Alan D. Gordon, the Companys President and Chief
Executive Officer and one of the Companys directors.  Pursuant to the
Management Services Agreement, Richland provides certain financial and
management consulting services to the Company, including, among other things,
advice regarding the Company's operations, identification of potential
businesses for the Company to acquire or other suitable business combinations
for the Company, and advice regarding the Company's general preparation for its
initial acquisition, other business combination or financing transaction that
may occur in the future.


8


ATLANTICA,
INC. (A Development Stage Company) Notes to Audited Financial Statements March 31, 2009  NOTE 3 - RELATED PARTY TRANSACTIONS
(Continued)   The Management Services Agreement has a
term of ten years and provides for the Company to pay to Richland an annual
management fee equal to the greater of (i) $120,000 and (ii) 5% of the Company's
consolidated EBITDA (as defined in the agreement).  The management fee is
payable in quarterly installments in arrears, on April 15, July 15, October 15
and January 15 of each year, with respect to the immediately preceding calendar
quarter, equal to the greater of (i) $30,000 and (ii) 5% of the Company's
consolidated EBITDA for the immediately preceding calendar quarter, with such
payments commencing July 15, 2009 and covering services provided by Richland
during the period from January 1, 2008 (prior to the date of the agreement) and
continuing through the quarter ending June 30, 2009; however, the management
fees accrue and are not initially payable to Richland until the Companys
completion of its initial acquisition or financing that occurs subsequent to the
date of the agreement.  Accordingly, we accrued management fees payable to
Richland totaling $30,000 during the quarter ended March 31, 2009, which fees,
along with any other management fees that may subsequently accrue, are due and
payable to Richland if and when such an acquisition or financing is completed by
the Company.  The Management Services Agreement also
provides for the Company to pay a separate, cash transaction-based fee for
investment banking services that Richland provides in connection with future
acquisitions and financing transactions that may be completed by the Company.
 This transaction-based fee equals 1% of the transaction value of any
acquisitions or other business combinations or debt or equity financings
completed by the Company subsequent to the date of the agreement; however, the
amount of the initial transaction-based fee payable to Richland is reduced by
the amount of all prior management fees earned by Richland under the agreement.
 To date, no transaction-based fee has accrued or is otherwise payable by
the Company to Richland.   Under the Management Services Agreement,
the Company also reimburses Richland for all reasonable out-of-pocket expenses
incurred by Richland in providing its services to the Company and indemnifies
Richland and its agents and affiliates for any damages that they may suffer in
connection with providing these services.  This expense reimbursement is
payable on April 15, July 15, October 15 and January 15 of each year, with
respect to expenses incurred by Richland during the immediately preceding
calendar quarter.  To date, no such expenses have been incurred by Richland
and, accordingly, no expenses have been reimbursed by the Company to Richland
and no expense reimbursement obligation has been accrued or is otherwise payable
by the Company.   A copy of the Management Services
Agreement was filed as an exhibit to our Annual Report on Form 10-K for the year
ended December 31, 2008; see Part IV, Item 15 of that Report.  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 March 31, 2009.


9


ATLANTICA,
INC. (A Development Stage Company) Notes to Unaudited Financial
Statements March 31, 2009  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
March 31,2009

2008
2008Loss available to common shareholders
(numerator)
$
(44,709)

$
(14,067)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
$
(0.02)

$
(0.01)  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.


10


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 actual results may differ materially from those set forth in
the forward-looking statements, depending upon a number of factors, many of
which are beyond our control.  These factors include, but are not limited
to, 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; and 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.  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.


11


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.  Our management will attempt to meet personally with
management and key personnel of any 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
regard, see the description of our Management Services Agreement with Richland,
Gordon & Company contained in Note 3 to the Unaudited Financial Statements
dated March 31, 2009 in Part I, Item 1.  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.  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.
Members of 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.  Any of these types of fees that
are paid in shares of our common stock will also be subject to the resale
limitations embodied in the recent amendments to Rule 144 that prohibit, among
other requirements, the public resale of these shares until 12 months after the
filing of the Form 10 information with the SEC.  We have no present
arrangements or understandings respecting any of these types of fees or
opportunities, other than pursuant to our management services agreement with
Richland, Gordon & Company.   See the description of our management
services agreement with Richland, Gordon & Company contained in our Annual
Report on Form 10-K for the year ended December 31, 2008, and a copy of that
agreement included in Part IV, Item 15 of that Report, with respect to, among
other things, certain cash fees that may be payable by us to Richland, Gordon in
connection with future financings and business combinations by us.  Results of Operations  Three Months Ended March 31, 2009
Compared to Three Months Ended March 31, 2008  The Company had no operations during the
quarterly period ended March 31, 2009, nor do we have operations as of the date
of this filing.  General and administrative expenses were $44,127 for the
quarterly period ended March 31, 2009, compared to $14,067 for the quarterly
period ended March 31, 2008. General and administrative expenses for the three
months ended March 31, 2009 were comprised mainly of accounting, management and
legal fees. We had a net loss of $44,709 for the quarterly period ended March
31, 2009, compared to a net loss of $14,067 for the quarterly period ended March
31, 2008.


12


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 and our filing of all required reports under the securities
laws.  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 and current in our reporting
obligations, 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 March 31, 2009, 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.   Item 2. Unregistered Sales of Equity Securities and
Use of Proceeds.  None; not applicable.


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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.  On April 29, 2009, the Company entered
into a management services agreement (the Management Services Agreement) with
Richland, Gordon & Company (Richland), a private investment firm
beneficially owned by Alan D. Gordon, the Companys President and Chief
Executive Officer and one of the Companys directors.  Pursuant to the
Management Services Agreement, Richland provides certain financial and
management consulting services to the Company, including, among other things,
advice regarding the Company's operations, identification of potential
businesses for the Company to acquire or other suitable business combinations
for the Company, and advice regarding the Company's general preparation for its
initial acquisition, other business combination or financing transaction that
may occur in the future.  The Management Services Agreement has a
term of ten years and provides for the Company to pay to Richland an annual
management fee equal to the greater of (i) $120,000 and (ii) 5% of the Company's
consolidated EBITDA (as defined in the agreement).  The management fee is
payable in quarterly installments in arrears, on April 15, July 15, October 15
and January 15 of each year, with respect to the immediately preceding calendar
quarter, equal to the greater of (i) $30,000 and (ii) 5% of the Company's
consolidated EBITDA for the immediately preceding calendar quarter, with such
payments commencing July 15, 2009 and covering services provided by Richland
during the period from January 1, 2008 (prior to the date of the agreement) and
continuing through the quarter ending June 30, 2009; however, the management
fees accrue and are not initially payable to Richland until the Companys
completion of its initial acquisition or financing that occurs subsequent to the
date of the agreement.  Accordingly, we accrued management fees payable to
Richland totaling $30,000 during the quarter ended March 31, 2009, which fees,
along with any other management fees that may subsequently accrue, are due and
payable to Richland if and when such an acquisition or financing is completed by
the Company.  The Management
Services Agreement also provides for the Company to pay a separate, cash
transaction-based fee for investment banking services that Richland provides in
connection with future acquisitions and financing transactions that may be
completed by the Company.  This transaction-based fee equals 1% of the
transaction value of any acquisitions or other business combinations or debt or
equity financings completed by the Company subsequent to the date of the
agreement; however, the amount of the initial transaction-based fee payable to
Richland is reduced by the amount of all prior management fees earned by
Richland under the agreement.  To date, no transaction-based fee has
accrued or is otherwise payable by the Company to Richland. Under the Management Services Agreement,
the Company also reimburses Richland for all reasonable out-of-pocket expenses
incurred by Richland in providing its services to the Company and indemnifies
Richland and its agents and affiliates for any damages that they may suffer in
connection with providing these services.  This expense reimbursement is
payable on April 15, July 15, October 15 and January 15 of each year, with
respect to expenses incurred by Richland during the immediately preceding
calendar quarter.  To date, no such expenses have been incurred by Richland
and, accordingly, no expenses have been reimbursed by the Company to Richland
and no expense reimbursement obligation has been accrued or is otherwise payable
by the Company.  A copy of the Management Services
Agreement was filed as an exhibit to our Annual Report on Form 10-K for the year
ended December 31, 2008; see Part IV, Item 15 of that Report.   On April 29,
2009,  the Company also issued
to Mirabella Holdings, LLC (Mirabella), the Companys majority shareholder, a demand
promissory note to evidence all loans made from by Mirabella to the Company
since November 6, 2007 and all loans that may be made from time to time in the
future by Mirabella to the Company (the Mirabella Loans).  The note is
unsecured and the Mirabella Loans bear interest at a rate of 10% per annum,
compounded quarterly, and are payable to Mirabella on demand.  A copy of
the note was filed as an exhibit to our Annual Report on Form 10-K for the year
ended December 31, 2008; see Part IV, Item 15 of that Report.


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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 Chief Financial
Officer
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, Chief Executive Officer and
Director, and Shelley Goff, Secretary and Chief Financial Officer      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:
May 14, 2009

By:
/s/Alan D. GordonPresident, Chief Executive Officer, and
DirectorDate:
May 14, 2009

By:
/s/Shelley GoffSecretary and Chief Financial Officer


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