**UNITED STATES 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 June 30, 2007**

**o 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 small business issuer 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 South Wacker Drive

Chicago, Illinois  60606

 (Address of Principal Executive Offices)

 

(312) 382-9330

(Issuer’s Telephone Number)

 

4685 S. Highland Drive, Suite 202

Salt Lake City, Utah  84117

(Former name, former address and former fiscal year, if changed since last report)

 

Check whether the Issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the Issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

 

Indicate by check mark whether the Issuer is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes x No o

 

1

**APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY**

**PROCEEDINGS DURING THE PRECEDING FIVE YEARS**

 

Not applicable.

 

Check whether the Issuer filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court.  Yes o No o

 

**APPLICABLE ONLY TO CORPORATE ISSUERS**

 

Indicate the number of shares outstanding of each of the Issuer’s classes of common equity, as of the latest practicable date: August 13, 2007 - 2,458,590 shares of common stock. 

 

Transitional Small Business Disclosure Format (Check one): Yes o No x

 

**PART I - FINANCIAL INFORMATION**

 

**Item 1. Financial Statements**

 

**FINANCIAL STATEMENTS**

 

**June 30, 2007**

**C O N T E N T S**

 

Balance Sheets

3

Statements of Operations

4

Statements of Cash Flows

5

Notes to Unaudited Financial Statements

6

 

 

 

2

**ATLANTICA, INC.**

**(A Development Stage Company)**

**Balance Sheets**

 

 

 

 

**June 30, 2007**

 

 

 

**December 31, 2006**

 

 

 

**(Unaudited)**

 

 

 

 

 

**ASSETS**

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

**CURRENT ASSETS**

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash

 

$

— 

 

 

 

$

— 

 

Total Current Assets

 

 

— 

 

 

 

 

— 

 

**TOTAL ASSETS**

 

$

— 

 

 

 

$

— 

 

 

 

 

 

 

 

 

 

 

 

**LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)**

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts Payable

 

$

— 

 

 

 

$

419 

 

Accounts Payable - Related Party

 

 

— 

 

 

 

 

46,010 

 

Interest Payable

 

 

— 

 

 

 

 

10,986 

 

Total Current Liabilities

 

 

— 

 

 

 

 

57,415 

 

Total Liabilities

 

 

— 

 

 

 

 

57,415 

 

 

 

 

 

 

 

 

 

 

 

**STOCKHOLDERS' EQUITY (DEFICIT)**

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Preferred Stock: 10,000,000 shares authorized

 

 

 

 

 

 

 

 

 

of $0.0001 par value, no shares

 

 

 

 

 

 

 

 

 

issued and outstanding 

 

 

— 

 

 

 

 

— 

 

Common Stock: 50,000,000 shares authorized

 

 

 

 

 

 

 

 

 

of $0.0001 par value, 2,458,590 shares

 

 

 

 

 

 

 

 

 

issued and outstanding - See Note 4

 

 

246 

 

 

 

 

246 

 

Additional Paid-in Capital – See Note 3

 

 

125,456 

 

 

 

 

58,985 

 

Accumulated Deficit prior to development stage

 

 

(1,256,700

)

 

 

 

(1,256,700

)

Retained earnings from inception of development

 

 

 

 

 

 

 

 

 

stage on January 1, 1997, through June 30, 2007

 

 

1,130,998 

 

 

 

 

1,140,054 

 

Total Stockholders' Equity (Deficit)

 

 

— 

 

 

 

 

(57,415

)

**TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)**

 

$

— 

 

 

 

$

— 

 

 

 

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

 

3

**ATLANTICA, INC.**

**(A Development Stage Company)**

**Statements of Operations**

**(Unaudited)**

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

**From Inception**

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

**of Development**

 

 

 

**For the**

 

 

**For the**

 

 

**Stage on**

 

 

 

**Three Months Ended**

 

 

**Six Months Ended**

 

 

**January 1, 1997**

 

 

 

**June 30,**

 

 

**June 30,**

 

 

**through**

 

 

 

**2007**

 

 

 

**2006**

 

 

**2007**

 

 

 

**2006**

 

 

**June 30, 2007**

 

REVENUES

 

$

— 

 

 

 

$

— 

 

 

$

— 

 

 

 

$

— 

 

 

$

— 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

General and Administrative

 

 

1,195 

 

 

 

 

1,033 

 

 

 

6,945 

 

 

 

 

4,835 

 

 

 

103,381 

 

Interest Expense

 

 

1,067 

 

 

 

 

833 

 

 

 

2,111 

 

 

 

 

1,648 

 

 

 

118,508 

 

Total Expenses

 

 

2,262 

 

 

 

 

1,866 

 

 

 

9,056 

 

 

 

 

6,483 

 

 

 

221,889 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LOSS BEFORE EXTRAORDINARY ITEMS

 

 

(2,262

)

 

 

 

(1,866

)

 

 

(9,056

)

 

 

 

(6,483

)

 

 

(221,889

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EXTRAORDINARY INCOME

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gain on extinguishment of debt

 

 

— 

 

 

 

 

— 

 

 

 

— 

 

 

 

 

— 

 

 

 

1,352,887 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET INCOME (LOSS)

 

$

(2,262

)

 

 

$

(1,866

)

 

$

(9,056

)

 

 

$

(6,483

)

 

$

1,130,998 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BASIC INCOME (LOSS) PER SHARE

 

$

(0.00 

)

 

 

$

(0.00

)

 

$

(0.00 

)

 

 

$

(0.00

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

WEIGHTED AVERAGE NUMBER

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OF 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.

****

 

4

**ATLANTICA, INC.**

**(A Development Stage Company)**

**Statements of Cash Flows**

**(Unaudited)**

 

 

 

 

 

 

 

 

 

 

 

**From Inception**

 

 

 

 

 

 

 

 

 

 

**of Development**

 

 

 

**For the**

 

 

**Stage on**

 

 

 

**Six Months Ended**

 

 

**January 1, 1997**

 

 

 

**June 30,**

 

 

**through**

 

 

 

**2007**

 

 

 

**2006**

 

 

**June 30, 2007**

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Income (Loss)

 

$

(9,056

)

 

 

$

(6,483

)

 

$

1,130,998 

 

Adjustments to reconcile net income (loss) to net cash

 

 

 

 

 

 

 

 

 

 

 

 

 

used by operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock issued for services

 

 

— 

 

 

 

 

— 

 

 

 

2,405 

 

Extinguishment of debt

 

 

— 

 

 

 

 

— 

 

 

 

(1,352,887

)

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Increase/(Decrease) in accounts payable and 

 

 

 

 

 

 

 

 

 

 

 

 

 

accounts payable - related party

 

 

6,945 

 

 

 

 

4,835 

 

 

 

43,361 

 

Increase/(Decrease) in accrued interest

 

 

2,111 

 

 

 

 

1,648 

 

 

 

119,297 

 

Net Cash Used For Operating Activities

 

 

— 

 

 

 

 

— 

 

 

 

(56,826

)

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

— 

 

 

 

 

— 

 

 

 

— 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital contributed by shareholder

 

 

— 

 

 

 

 

— 

 

 

 

56,826 

 

Net Cash Provided by Financing Activities

 

 

— 

 

 

 

 

— 

 

 

 

56,826 

 

NET INCREASE (DECREASE) IN CASH

 

 

— 

 

 

 

 

— 

 

 

 

— 

 

CASH AT BEGINNING OF PERIOD

 

 

— 

 

 

 

 

— 

 

 

 

— 

 

CASH AT END OF PERIOD

 

$

— 

 

 

 

$

— 

 

 

$

— 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CASH PAID FOR:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest

 

$

— 

 

 

 

$

— 

 

 

$

— 

 

Taxes

 

$

— 

 

 

 

$

— 

 

 

$

— 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SCHEDULE OF NON-CASH FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock issued for services

 

$

— 

 

 

 

$

— 

 

 

$

2,405 

 

 

 

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

 

5

**ATLANTICA, INC.**

**(A Development Stage Company)**

**Notes to Unaudited Financial Statements**

**June 30, 2007**

 

**NOTE 1 - BASIS OF PRESENTATION**

 

The accompanying financial statements have been prepared without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. The interim financial statements reflect all adjustments, consisting of normal recurring adjustments, which, in the opinion of management, are necessary to present a fair statement of the results for the period. 

 

Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-KSB for the year ended December 31, 2006. The results of operation for the period ended June 30, 2007 are not necessarily indicative of the operating results for the full year. 

 

The accompanying unaudited condensed financial statements have been prepared by the Company without audit and pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted in accordance with such rules and regulations. The information furnished in the interim condensed financial statements include normal recurring adjustments and reflects all adjustments, which, in the opinion of management, are necessary for a fair presentation of such financial statements. Although management believes the disclosures and information presented are adequate to make the information not misleading, it is suggested that these interim condensed financial statements be read in conjunction with the Company’s most recentaudited financial statements and notes thereto included in its December 31, 2006 Annual Report on Form 10-KSB. Operating results for the three months ended June 30, 2007 are not necessarily indicative of the results that may be expected for the year ending December 31, 2007. 

 

**NOTE 2 - LIQUIDITY / GOING CONCERN**

 

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. 

 

**NOTE 3 - RELATED PARTY TRANSACTIONS**

 

Expenses during the six-months ended June 30, 2007 were paid by certain related parties and recorded as loans to shareholders totaling $53,374 at June 30, 2007.

 

For the six months ended June 30, 2007 and 2006, a shareholder paid $6,945 and $4,835 in expenses on behalf of the Company, respectively.

 

In conjunction with the closing of the transactions under the Stock Purchase Agreement entered into on June 29, 2007, among Mirabella Holdings, LLC and certain of the Company’s shareholders, which is described under “Note 5 – Change in Control of Registrant” below, all of the Company’s related party payables, totaling $66,471, were converted by that related party into contributions to the Company’s capital, with appropriate adjustments made to the Company’s additional paid-in capital account.

 

****

 

6

**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 June 30, 2007.

 

The Company’s financial statements are prepared using account 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 operating costs and allow it to continue as a going concern. Management intends to raise additional funds through private placements and to seek a merger with an existing, operating company. In the interim, it has committed to meeting the Company’s minimal operating expenses. 

 

**NOTE 5 – CHANGE IN CONTROL OF REGISTRANT**

Pursuant to a Stock Purchase Agreement (the “Stock Purchase Agreement”) entered into on June 29, 2007, among Mirabella Holdings, LLC (the “Purchaser”), Duane S. Jenson, Travis T. Jenson, Thomas J. Howells, Leonard W. Burningham (collectively with Duane S. Jenson, Travis T. Jenson and Thomas J. Howells, the “Sellers”), and Leonard W. Burningham, as the representative of the Sellers (the “Sellers’ Representative”), the Purchaser acquired from the Sellers a total of 1,966,872 shares of the Company’s Common Stock, representing 80% of the Company’s currently outstanding shares, for a purchase price of $525,000 in cash (the “Purchase Price”). Pursuant to an Escrow Agreement (the “Escrow Agreement”) entered into among the Purchaser, the Sellers’ Representative and the escrow agent thereunder, contemporaneously with the Stock PurchaseAgreement, $75,000 of the Purchase Price was placed in escrow for a period of 12 months following the closing to fund any potential post-closing indemnification obligations of the Sellers to the Purchaser under the Stock Purchase Agreement. The Stock Purchase Agreement provides that, at the time of the closing, the Company had no assets, no liabilities and no active business or operations.

In addition, pursuant to a Share Escrow and Reset Agreement (the “Reset Agreement”) entered into among the Purchaser, the Sellers’ Representative, the Sellers, the Company and the escrow agent thereunder contemporaneously with the Stock Purchase Agreement, the Sellers placed in escrow an additional 423,928 shares of the Company’s Common Stock currently owned by them (the “Escrow Shares”), which represent all but 70 of the remaining shares of the Company’s Common Stock owned by the Sellers. Pursuant to the Reset Agreement, upon the acquisition by the Company, within five years following the closing under the Stock Purchase Agreement, of one or more companies having a combined enterprise value of at least $10 million (“Threshold Acquisitions”), the Escrow Shares will reset, at that time, to a number of newly-issued shares of the Company’s Common Stock thatwill represent (collectively with the 70 shares previously retained by the Sellers) 5% of the Company’s then fully-diluted Common Stock. In the event that Threshold Acquisitions do not occur within that five-year period, all of the Escrow Shares will be released to the Sellers without any reissuance or adjustment in their amount. 

 

The Stock Purchase Agreement, the Escrow Agreement and the Reset Agreement were filed as exhibits to the Company’s Form 8-K and 14F-1 Information Statement, both of which were filed with the Securities and Exchange Commission on July 3, 2007.  See “Part II – Other Information -- Item 6. Exhibits and Reports on Form 8-K” below.

****

 

7

**Item 2. Management’s Discussion and Analysis or Plan of Operation**

 

**Plan of Operation**

 

Our Company’s plan of operation for the next 12 months is to: (i) consider guidelines of industries in which our Company may have an interest; (ii) adopt a business plan regarding engaging in business in any selected industry; and (iii) to commence such operations through funding and/or the acquisition of a “going concern” engaged in any industry selected.

 

Our Company is 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 suitablepotential business ventures that may be available to us 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 commonstock, 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 itsbusiness 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. 

 

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. 

 

8

We are unable to predict the time as to when and if we may actually participate in any specific business endeavor. Our Company anticipates 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 our Company eventually participates. 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.Management does not presently intend to acquire or merge with any business enterprise in which any member has a prior ownership interest. 

 

Our Company’s 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, management expects that any such compensation would 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. There are presently no preliminary agreements or understandings between us and members of management respecting such compensation. 

 

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 $600,000. 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 particularstock 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. We have no present arrangements or understandings respecting any of these types of fees or opportunities. 

 

None of our directors, executive officers, founders or their affiliates or associates has had any negotiations with any representatives of the owners of any business or company regarding the possibility of an acquisition, reorganization, merger or other business opportunity for our Company; nor are there any similar arrangements with us. 

 

**Management’s Discussion and Analysis of Financial Condition and Results of Operations**

 

Six Months Ended June 30, 2007 Compared to Six Months Ended June 30, 2006  

 

The Company has had no operations during the quarterly period ended June 30, 2007, nor do we have operations as of the date of this filing. General and administrative expenses were $6,945 for the June 30, 2007, period compared to $4,835 for the June 30, 2006, period. General and administrative expenses for the three months ended June 30, 2007, were comprised mainly of accounting and legal fees. We had a net loss of $9,056 for the June 30, 2007, period compared to a net loss of $6,483 for the June 30, 2006, period.

 

**Off-Balance Sheet Arrangements**

 

None; not applicable.

 

****

 

9

**Item 3(a)T. Controls and Procedures**

 

**Management’s Annual Report on Internal Control Over Financial Reporting**

 

As of the end of the period covered by this Quarterly Report, we carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures. Based on this evaluation, our President and Secretary concluded that information required to be disclosed is recorded, processed, summarized and reported within the specified periods and is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow for timely decisions regarding required disclosure of material information required to be included in our periodic Securities and Exchange Commission reports. Our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives and our President and Secretary have concluded that our disclosurecontrols and procedures are effective to a reasonable assurance level of achieving such objectives. However, it should be noted that the design of any system of controls 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, regardless of how remote. In addition, we reviewed our internal controls over financial reporting, and there have been no changes in our internal controls or in other factors in the last fiscal quarter that has materially affected or is reasonably likely to materially affect our internal control over financial reporting.

 

**Changes in Internal Control Over Financial Reporting**

 

None; not applicable.

 

**PART II - OTHER INFORMATION**

 

**Item 1. Legal Proceedings**

 

None; not applicable. 

 

**Item 2. Unregistered Sales of Equity Securities and Use of Proceeds**

 

**Recent Sales of Unregistered Securities**

 

None; not applicable. 

 

**Use of Proceeds of Registered Securities**

 

None; not applicable.

 

**Purchases of Equity Securities by Us and Affiliated Purchasers**

 

None; not applicable.

 

**Item 3. Defaults Upon Senior Securities**

 

None; not applicable. 

 

****

 

10

**Item 4. Submission of Matters to a Vote of Security Holders**

 

No matters were submitted for a vote of our security holders during the period of this report.  However, on December 27, 2006 we filed a definitive Information Statement with the Securities and Exchange Commission regarding a one for 10 pro rata reverse split of our outstanding common stock (Proposal 1) and the adoption of Amended and Restated Articles of Incorporation (Proposal 2), to be voted upon at a special meeting of our shareholders (the “Meeting”). The Information Statement that was mailed to our stockholders was accompanied by a Notice of Special Meeting of Shareholders, both of which were mailed to our shareholders on or about January 5, 2007.

 

These resolutions were unanimously adopted by our Board of Directors.  Additionally, Duane S. Jenson, and his son, Travis T. Jenson, who collectively beneficially own 16,000,683 shares or approximately 65.1% of our outstanding voting securities (the “Majority Stockholders”), agreed to and intended to vote in favor of the Proposals at the Meeting.  No other votes were required or necessary to adopt these Proposals.

 

The Meeting was held at 4685 South Highland Drive, #202, Salt Lake City, Utah, 84117, on January 26, 2007, at 11:00 o’clock a.m., Mountain Standard Time.  Present at the meeting was Leonard W. Burningham, Esq., counsel for the Company, Duane S. Jenson and Travis T. Jenson, representing 19,908,683 shares, or approximately 81%, of the 24,581,458 shares of our outstanding voting securities.  All shares represented at the Meeting voted in favor of both Proposals.

 

The reverse split became effective following notice thereof to the National Association of Securities Dealers, Inc. (the “NASD”) and the subsequent advice from the NASD of its effectiveness on February 15, 2007.  See “Part II – Other Information -- Item 6. Exhibits and Reports on Form 8-K” below.

 

**Item 5. Other Information**

Pursuant to a Stock Purchase Agreement (the “Stock Purchase Agreement”) entered into on June 29, 2007, among Mirabella Holdings, LLC (the “Purchaser”), Duane S. Jenson, Travis T. Jenson, Thomas J. Howells, Leonard W. Burningham (collectively with Duane S. Jenson, Travis T. Jenson and Thomas J. Howells, the “Sellers”), and Leonard W. Burningham, as the representative of the Sellers (the “Sellers’ Representative”), the Purchaser acquired from the Sellers a total of 1,966,872 shares of the Company’s Common Stock, representing 80% of the Company’s currently outstanding shares, for a purchase price of $525,000 in cash (the “Purchase Price”). Pursuant to an Escrow Agreement (the “Escrow Agreement”) entered into among the Purchaser, the Sellers’ Representative and the escrow agent thereunder, contemporaneously with the Stock PurchaseAgreement, $75,000 of the Purchase Price was placed in escrow for a period of 12 months following the closing to fund any potential post-closing indemnification obligations of the Sellers to the Purchaser under the Stock Purchase Agreement. The Stock Purchase Agreement provides that, at the time of the closing, the Company had no assets, no liabilities and no active business or operations.

In addition, pursuant to a Share Escrow and Reset Agreement (the “Reset Agreement”) entered into among the Purchaser, the Sellers’ Representative, the Sellers, the Company and the escrow agent thereunder contemporaneously with the Stock Purchase Agreement, the Sellers placed in escrow an additional 423,928 shares of the Company’s Common Stock currently owned by them (the “Escrow Shares”), which represent all but 70 of the remaining shares of the Company’s Common Stock owned by the Sellers. Pursuant to the Reset Agreement, upon the acquisition by the Company, within five years following the closing under the Stock Purchase Agreement, of one or more companies having a combined enterprise value of at least $10 million (“Threshold Acquisitions”), the Escrow Shares will reset, at that time, to a number of newly-issued shares of the Company’s Common Stock thatwill represent (collectively with the 70 shares previously retained by the Sellers) 5% of the Company’s then fully-diluted Common Stock. In the event that Threshold Acquisitions do not occur within that five-year period, all of the Escrow Shares will be released to the Sellers without any reissuance or adjustment in their amount. 

 

The Stock Purchase Agreement, the Escrow Agreement and the Reset Agreement were filed as exhibits to our Form 8-K and 14F-1 Information Statement, both of which were filed with the Securities and Exchange Commission on July 3, 2007.  See “Part II – Other Information -- Item 6. Exhibits and Reports on Form 8-K” below.

 

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**Nominating Committee**

 

There are no established committees because there are currently no material operations.

 

**Item 6. Exhibits and Reports on Form 8-K**

 

(a) Exhibits

 

DEF 14C Definitive Information Statement filed on December 27, 2006*

 

Schedule 14F-1 filed on July 3, 2007*

 

**31.1 302 Certification of Alan D. Gordon**

 

**31.2 302 Certification of Shelley Goff**

 

**32 Section 906 Certification.**

 

(b) Reports on Form 8-K

 

Form 8-K as filed on February 15, 2007.*

 

Form 8-K as filed on July 3, 2007.*

 

*Previously filed and incorporated herein by reference.

 

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**SIGNATURES**

 

In accordance with the requirements of the Exchange Act, the Registrant has caused this Quarterly Report to be signed on its behalf by the undersigned, thereunto duly authorized. 

 

**ATLANTICA, INC.**

 

*Date:***

*August 14, 2007***

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*By:***

*/s/Alan D. Gordon*

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*President and Chief Executive Officer***

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*Date:***

*August 14, 2007***

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*By:***

*/s/Shelley Goff*

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*Secretary and Chief Financial Officer***

 

 

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