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


                                 FORM 10-QSB


[X]     QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
        ACT OF 1934

        For the quarterly period ended March 31, 2000

[ ]     TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
        ACT OF 1934

         For the transition period from                to
                                        --------------    ------------------


                         Commission File No. 0-26177


                                 ATLANTICA, INC
                 (Name of Small Business Issuer in its Charter)


                UTAH                               43-0976463
   (State or Other Jurisdiction of             (I.R.S. Employer I.D. No.)
    incorporation or organization)


                         236 East 36th Street. Suite 1E
                            NEW YORK, NEW YORK 10016
                    (Address of Principal Executive Offices)

                    Issuer's Telephone Number: (212) 684-0401

                              None; Not Applicable
         (Former name or Former Address, if changed since last Report)


     Indicate  by check mark  whether the  Registrant  (1) has filed all reports
required to be filed by Sections 13 or 15(d) of the  Securities  Exchange Act of
1934  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.

(1)  Yes X  No              (2)  Yes  X   No
        ----    ----                 ----      ----

     (APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY  PROCEEDINGS  DURING THE
PRECEDING FIVE YEARS)

None; 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 1, 2000
                               Common Voting Stock
                                   24,581,458


                       DOCUMENTS INCORPORATED BY REFERENCE

     A description of any "Documents  Incorporated by Reference" is contained in
Item 6 of this Report.

PART I - FINANCIAL INFORMATION

Item 1.Financial Statements.

     The Financial  Statements of the Registrant  required to be filed with this
10-QSB Quarterly Report have been reviewed by HJ & Associates, L.L.C., Certified
Public  Accountants,  and commence on the following page,  together with Related
Notes. In the opinion of management, the Financial Statements fairly present the
financial condition of the Registrant.



<PAGE>
HJ & ASSOCIATES, L.L.C.
CERTIFIED PUBLIC ACCOUNTANTS AND CONSULTANTS

INDEPENDENT ACCOUNTANTS' REVIEW REPORT

To the Board of Directors
Atlantica, Inc.
(A Development Stage Company)
New York, New York

     We have  reviewed the  accompanying  balance  sheet of  Atlantica,  Inc. (a
development  stage  company) as of March 31, 2000 and the related  statements of
operations,  stockholders' equity (deficit) and cash flows for the periods ended
March 31, 2000 and 1999. These financial  statements are the  responsibility  of
the Company's management.

     We conducted our reviews in accordance  with  standards  established by the
American  Institute  of  Certified  Public  Accountants.  A  review  of  interim
financial  information consists primcipally of applying analytical procedures to
financial  data, and making  inquiries of persons  responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with gerally accepted auditing standards,  which will be performed fo
the full  year  with the  objective  of  expressing  an  opinion  regarding  the
financial  statements taken as a whole.  Accordingly,  we do not express such an
opinion.

     Based on our reviews,  we are not aware of any material  modifications that
should be made to the accompanying  condensed  financial  statements referred to
above for them to be in conformity with accounting primciples generally accepted
in the United States.

     We have previously audited, in accordance with auditing standards generally
accepted  in the  United  States,  the  balance  sheet  of  Atlantica,  Inc.  (a
development  stage company) as of December 31, 1999, and the related  statements
of operations, stockholders' equity, and cash flows for the year then ended (not
presented  herein)  and in our report  dated  March 9, 2000,  we  expressed  and
unqualified opinion on those consolidated financial statements.

/S/ HJ & ASSOCIATES, LLC
HJ & Associates, LLC
Salt Lake City, Utah
May 18, 2000
<PAGE>
<TABLE>
<CAPTION>
                                 ATLANTICA, INC.
                                 BALANCE SHEETS
                      March 31, 2000 and December 31, 1999

                                                        3/31/00      12/31/99
                                                       -----------   ----------
                                                       [Unaudited]
                               ASSETS
<S>                                                    <C>          <C>
Assets
     Current Assets                                    $         0  $         0
                                                       -----------   ----------
     Cash                                                        0            0
                                                       -----------   ----------
        Total Assets                                   $         0  $         0
                                                       ===========   ==========

               LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities:
     Accounts Payable                                  $     9,624  $     4,743
     Total Current Liabilities                               9,624        4,743
                                                       -----------   ----------
        Total Liabilities                                    9,624        4,743

Stockholders' Deficit:
     Common Stock, $.0001 par value;
        authorized 50,000,000 shares; issued and
        outstanding, 24,581,458 shares                       2,458        2,458
     Additional paid-in capital                             56,773       56,773
     Accumulated Deficit Prior to Development Stage     (1,256,700)  (1,256,700)
     Retained Earnings from inception of development     1,187,845    1,192,726
      stage on January 1, 1997                          -----------   ----------
        Total Stockholders' Deficit                         (9,624)      (4,743)

                                                       -----------   ----------
        Total Liabilities and Stockholders' Deficit    $         0  $         0
                                                       ===========   ==========

</TABLE>


     NOTE TO FINANCIAL  STATEMENTS:  Interim  financial  statements  reflect all
adjustments  which  are,  in the  opinion  of  management,  necessary  to a fair
statement  of the results for the periods.  The December 31, 1999 balance  sheet
has been derived from the audited financial statements.  These interim financial
statements  conform with the requirements for interim  financial  statements and
consequently do not include all the disclosures  normally  required by generally
accepted accounting principles.
<PAGE>
<TABLE>
<CAPTION>

                                 ATLANTICA, INC.
                            STATEMENTS OF OPERATIONS
            For the Three Month Periods Ended March 31, 2000 and 1999

                                               Three Months         Three Months
                                                   Ended                Ended
                                                  3/31/00              3/31/99
                                             ------------------  ------------------
                                                [Unaudited]          [Unaudited]
<S>                                       <C> <C>              <C> <C>
REVENUE
      Income                               $                 0  $                0
                                             ------------------   ------------------
NET REVENUE                                                  0                   0

GENERAL AND ADMINISTRATIVE EXPENSES                      4,881               2,209
                                             ------------------   ------------------

EXTRAORDINARY ITEMS
        Gain on debt forgiveness                             0           1,352,900

NET INCOME                                              (4,881)          1,350,691
                                             ==================   =================

NET LOSS PER SHARE                         $             (0.01) $             0.05
                                             ==================   ==================
WEIGHTED AVERAGE NUMBER OF SHARES
  OUTSTANDING                                       24,581,458          24,581,458
                                             ==================   ==================

</TABLE>
<PAGE>

<TABLE>
<CAPTION>



                                 ATLANTICA, INC.
                            STATEMENTS OF CASH FLOWS
            For the Three Month Periods Ended March 31, 2000 and 1999


                                                        Three Months        Three Months
                                                           Ended                Ended
                                                          3/31/00              3/31/99
                                                      -----------------    ----------------
                                                        [Unaudited]           [Unaudited]
<S>                                                <C> <C>               <C> <C>
Cash Flows Used For Operating Activities
----------------------------------------
  Net Gain (Loss)                                   $           (4,881)   $       1,350,691
  Adjustments to reconcile net loss to net cash
    used in operating activities:
   Increase (decrease) in accrued interest                           0             (477,900)
   (Decrease) in mortgage payable                                    0             (885,000)
   Increase/(Decrease) in loans from shareholder                 4,881               10,603
   Capital contributed by shareholder                                0                1,606
                                                      -----------------       -------------
      Net Cash Used For Operating Activities        $                0    $              0
                                                      =================       ==============

Cash Flows Provided by Financing Activities
-------------------------------------------

      Net Increase In Cash                                           0                  0

      Beginning Cash Balance                                         0                  0

      Ending Cash Balance                           $                0    $             0
                                                      =================      ===============




</TABLE>
<PAGE>
Item 2.Management's Discussion and Analysis or Plan of Operation.

Plan of Operation.

     The Company has not engaged in any material operations in the period ending
March 31, 2000 or for the past twelve calendar  years.  The Company intends
to continue to seek out the acquisition of assets, property or business that may
be beneficial to the Company and its stockholders.

Results of Operations.

     During the quarterly  period ended  March 31, 2000,  the Company had no
business operations.  During this period, the Company received total revenues of
$0 and had a loss of $4,881.

Liquidity.

     At March 31, 2000, the Company had total current assets of $0 and total
liabilities of $9,624.


<PAGE>

PART II - OTHER INFORMATION

Item 1.Legal Proceedings.
------------------------

None; not applicable.

Item 2.Changes in Securities.
-----------------------------

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 and Reports on Form 8-K.
----------------------------------------

(a)Exhibits.*

None; not applicable.

(b)Reports on Form 8-K.

None; not applicable.

(c) Documents Incorporated by Reference

     Form 10SB Registration  Statement as filed with the Securities and Exchange
Commission on or about May 24, 1999.**

     *A summary of any Exhibit is modified in its  entirety by  reference to the
actual Exhibit.

     **These  documents  have been  previously  filed  with the  Securities  and
Exchange Commission and are incorporated herein by this reference.


<PAGE>
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 19, 2000              /S/ GREGORY AURRE
                                Gregory Aurre, Jr.
                                President and Director