U.S. SECURITIES AND EXCHANGE COMMISSION

                          Washington, D.C. 20549

                              FORM 10-QSB

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

                 For the quarterly period ended December 31, 2004

or

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

                         For the transition period from

                             Commission File No.
                                  000-28835

                             Atlantic Securities, Inc.
                (Name of Small Business Issuer in its Charter)


       Florida                           65-0963962
(State of Incorporation) (I.R.S. Employer  Identification No.)



                                  Glyme House
                                  St. John's Street,
                                  Bicester,
                                  Oxfordshire,
                                  OX2 6SL
                    (Address of Principal Executive Offices)


                                00 44 1869 242378
                 (Registrant's telephone number. including area code)



(Former name, address and 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 registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past
90 days. Yes ____ No___.

The number of shares of the registrant's common stock, par value $0.0001 per
share, outstanding as of February 14, 2005 was 23,198,000.




                    ATLANTIC SECURITY, INC. AND SUBSIDIARY
                        (A DEVELOPMENT STAGE COMPANY)


                             FINANCIAL STATEMENTS

                                  INDEX


Part I-- FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

Item 2. Management's Discussion and Analysis or Plan of Operations

Item 3. Controls and Procedures


Part II-- OTHER INFORMATION

Item 2. Changes in Securities

Item 6. Exhibits and Reports on Form 8-K








                    ATLANTIC SECURITY, INC. AND SUBSIDIARY
                        (A DEVELOPMENT STAGE COMPANY)



PART I - FINANACIAL INFORMATION


ITEM 1	FINANCIAL INFORMATION








                   ATLANTIC SECURITY, INC. AND SUBSIDIARY
                        (A DEVELOPMENT STAGE COMPANY)


                                  CONTENTS


PAGE 1       CONDENSED CONSOLIDATED BALANCE SHEET AS OF DECEMBER
             31, 2004 (UNAUDITED)


PAGE 2       CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS FOR THE THREE
             AND NINE MONTHS ENDED DECEMBER 31, 2004 AND 2003
             AND FOR THE PERIOD FROM SEPTEMBER 6, 2002
             (INCEPTION) TO DECEMBER 31, 2004 (UNAUDITED)


PAGE 3-4     CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS'
             DEFICIENCY FOR THE PERIOD FROM SEPTEMBER 6, 2002
             (INCEPTION) TO DECEMBER 31, 2004 (UNAUDITED)


PAGE 5       CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE
             NINE MONTHS ENDED DECEMBER 31, 2004 AND 2003 AND FOR THE
             PERIOD FROM SEPTEMBER 6, 2002 (INCEPTION) TO
             DECEMBER 31, 2004 (UNAUDITED)


PAGES 6 - 8  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)








<PAGE>


                    ATLANTIC SECURITY, INC. AND SUBSIDIARY
                        (A DEVELOPMENT STAGE COMPANY)
                    CONDENSED CONSOLIDATED BALANCE SHEET
                              DECEMBER 31, 2004
                              -----------------
                                  (UNAUDITED)



ASSETS
------

CURRENT ASSETS
  Cash                                                  $ 15,499
                                                         ---------

TOTAL CURRENT ASSETS                                    $ 15,499
--------------------                                     =========



LIABILITIES AND STOCKHOLDERS' DEFICIENCY
----------------------------------------


CURRENT LIABILITIES
  Accounts payable                                      $    -
  Accrued officers' salary                               436,250
  Stockholder loans                                        3,360
                                                         ---------

TOTAL CURRENT LIABILITIES                                439,610


COMMITMENTS AND CONTINGENCIES                                -


STOCKHOLDERS' DEFICIENCY
  Common stock, $0.001 par value, 100,000,000 shares
   authorized, 23,198,000 shares issued and outstanding   23,238
  Additional paid in capital                             160,495
  Accumulated deficit during development stage          (680,475)
  Accumulated other comprehensive gain                       631
                                                         ---------

Total Stockholders' Deficiency                          (424,111)
                                                         ---------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY          $ 15,499
                                                         =========





     See accompanying notes to condensed consolidated financial statements



<PAGE>


                    ATLANTIC SECURITY, INC. AND SUBSIDIARY
                        (A DEVELOPMENT STAGE COMPANY)
                CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                                  (UNAUDITED)

<TABLE>
<CAPTION>


                                                                                                                 For the
                                                                                                                 Period From
                                            For The Three    For the Three      For the Nine      For the Nine   September 6, 2002
                                            Months Ended     Months Ended       Months Ended      Months Ended   (Inception) To
                                            December 31,     December 31,       December 31,      December 31,   December 31, 2004
                                            2004             2003               2004              2003
<C>                                         <S>             <S>                 <S>               <S>            <S>

OPERATING EXPENSES
 Stock issued for services                    $     -        $      -            $     -           $   25,000     $     25,000
 Officers salary                                 87,250          87,250            261,750             87,250          436,250
 Professional fees                               10,377          34,210             35,688             38,106          107,277
 Other general and administrative                 8,589             530             16,429              6,010           40,283
                                              ----------      ----------          ---------         ----------     ------------
    Total Operating Expenses                    106,216         121,990            313,867            153,366          608,810
                                              ----------      ----------          ---------         ----------     ------------
LOSS FROM OPERATIONS                           (106,216)       (121,990)          (313,867)          (153,366)        (608,810)


OTHER INCOME
 Interest income                                      3              14                139                 20              335
                                              ----------      ----------          ---------         ----------     ------------

Net Loss Before Taxes                          (106,213)       (121,976)          (313,728)          (156,346)        (608,475)

Provision for Income Taxes                           -               -                 -                  -                -
                                              ----------      ----------          ---------         ----------     ------------

NET LOSS                                       (106,213)       (121,976)          (313,728)          (156,346)        (608,475)

OTHER COMPREHENSIVE INCOME
 Foreign currency translation gain (loss)           397          17,656               (618)            17,847              631
                                              ----------      ----------          ---------         ----------     ------------

COMPREHENSIVE LOSS                           $  (105,816)     $(104,3201)        $(314,346)         $(138,499)     $  (607,844)
------------------                           ============     ===========        ==========         ==========     ============

Net loss per share - basic and diluted       $                $                  $                      (0.01)     $
                                             ============     ===========        ==========         ==========     ============

Weighted average number of shares
 outstanding during the period - basic
 and diluted                                  23,170,174       21,701,478        23,118,800        20,055,409       20,421,811
                                              ===========      ==========        ==========        ==========       ==========


</TABLE>

     See accompanying notes to condensed consolidated financial statements

                                       2

<PAGE>

                      ATLANTIC SECURITY, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
             CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIENCY
    FOR THE PERIOD FROM SEPTEMBER 6, 2002 (INCEPTION) TO DECEMBER 31, 2004
                                  (UNAUDITED)





<TABLE>
<CAPTION>
                                                                             Accumulated
                                                                              Deficit
                                          Common Stock                        During          Other
                                       -------------------    Additional     Development  Comprehensive   Subscription
                                        Shares      Amount   Paid-In Capital     Stage        Income        Receivable     Total
                                       ---------   --------  ---------------  -----------  -------------   ------------  ---------

<S>                                    <C>         <C>         <C>             <C>         <C>             <C>            <C>

Stock issued to founders
($0.0001 per share)                    15,922,000  $ 15,922    $   (15,134)    $     -     $     -         $    (788)     $     -


Other comprehensive income                   -          -              -             -           17              -              17


Net loss for the period from
September 6, 2002
(inception) to March 31, 2003                -          -              -          (2,915)        -               -          (2,915)

Comprehensive loss                           -          -              -             -           -               -          (2,898)
                                       ----------  ---------   ------------    ----------- ---------       ----------     =========
Balance, March 31, 2003                15,922,000    15,922        (15,134)       (2,915)        17             (788)       (2,898)

Stock issued for shares held           4,000,000      4,000         (3,955)          -           -               -              45
by shareholders of Atlantic
Security, Inc.
($0.0001 per share)

Proceeds from subscription
receivable                                   -          -              -             -           -               788           788

Stock issued for cash
($0.025 per share)                       536,000        536         12,864           -           -           (10,027)        3,373


Stock issued for services
($0.25 per share)                      1,000,000      1,000         24,000           -           -               -          25,000


Stock issued for cash
($0.06 per share)                      1,600,000      1,600         94,400           -           -               -          96,000

Proceeds from subscription receivable        -          -              -             -           -            10,027        10,027

In-kind contribution of office space         -          -            3,000           -           -               -           3,000

Other comprehensive Income                   -          -              -             -         1,268             -           1,268

Net loss for the year
ended March 31, 2004                         -          -              -        (291,832)        -               -        (291,832)

Comprehensive loss                           -          -              -             -           -               -        (290,564)
                                       ----------  ---------   ------------    -----------  ---------       ----------   -----------

BALANCE, MARCH 31, 2004                23,058,000  $ 23,058    $   115,175     $(294,747)   $  1,285        $    -       $(155,229)

In-kind contribution of office space         -          -              250           -           -               -             250

Other comprehensive Income                   -          -              -             -          (469)            -            (469)

Net loss for the three
months ended June 30, 2004                   -          -              -         (95,811)        -               -         (95,811)

Comprehensive loss                           -          -              -             -           -               -         (96,280)
                                       ----------  ---------   ------------    -----------  ---------       ----------   -----------

BALANCE, JUNE 30, 2004                 23,058,000  $ 23,058    $   115,425     $(390,558)   $    816        $    -       $(251,259)

In-kind contribution of office space         -          -              250           -           -               -             250

Stock issued for cash (0.25 per share)    100,000       100         24,900           -           -               -          25,000

Other comprehensive income                   -          -              -             -          (582)            -            (582)

Net loss for the three
months ended September 30, 2004              -          -              -        (111,704)        -               -        (111,704)
                                                                                                                         ----------

Comprehensive loss                           -          -              -             -           -               -        (112,286)
                                       ----------  ---------   ------------    -----------  ---------       ----------   ==========

Balance, September 30, 2004            23,158,000  $ 23,158    $   140,575     $(502,262)   $    234        $    -       $(338,295)


Stock issued for cash ($0.25 per share)    80,000        80         19,920           -           -               -          20,000

Other comprehensive income                   -          -              -             -           397             -             397

Net loss, December 31, 2004                  -          -              -        (106,213)        -               -        (106,213)
                                                                                                                         ----------

Comprehensive loss                           -          -              -             -           -               -        (105,816)
                                       ----------  ---------   ------------    -----------  ---------       ----------   ==========

BALANCE, DECEMBER 31, 2004             23,238,000  $ 23,238    $   160,495     $(608,475)   $    631             -       $  15,499
===========================            ==========  =========   ============    ===========  =========       ==========   ==========

</TABLE>

     See accompanying notes to condensed consolidated financial statements



<PAGE>

                      ATLANTIC SECURITY, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
               CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (UNAUDITED)


<TABLE>
<CAPTION>

                                                                                 For The
                                                                                 Period From
                                            For The Nine     For the Nine        September 6, 2002
                                            Months Ended     Months Ended        (Inception) to
                                            December 31,     December 31,        December 31,
                                            2004             2004                2004
                                            -------------    -----------------   -----------------


<C>                                         <S>               <S>                <S>

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                   $ (313,728)       $  (156,346)       $ (608,475)
  Adjustments to reconcile net loss
  to net cash used in operating
  activities:
    Stock issued for services                       -               25,000            25,000
    In-kind contribution of office space            500                -               3,500
  Changes in operating assets
  and liabilities
    Increase in prepaid expense                     -               (1,500)              -
    Increase in accounts payable                   (652)               -                 -
    Increase in accrued officers salary         261,750             87,250           436,250
                                              ----------        -----------        ----------
    Net Cash Used In Operating Activities       (52,130)           (45,596)         (143,725)
                                              ----------        -----------        ----------

CASH FLOWS FROM INVESTING ACTIVITIES                -                  -                 -
                                              ----------        -----------        ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from issuance of common stock         45,000            110,233           155,233
  Proceeds from stockholder loans, net              -                 (454)            3,360
                                              ----------        -----------        ----------
    Net Cash Provided By Operating Activities    45,000            109,779           158,593
                                              ----------        -----------        ----------

EFFECT OF EXCHANGE RATE ON CASH                    (654)            17,847               631
                                              ----------        -----------        ----------

NET INCREASE (DECREASE) IN CASH                  (7,784)            82,030            15,499

CASH AND CASH EQUIVALENTS AT BEGINNING OF
 PERIOD                                          23,283                -                 -
                                              ----------        -----------        ----------

CASH AND CASH EQUIVALENTS AT END OF PERIOD    $  15,499         $   82,030        $   15,499
                                              ==========        ===========        ==========

</TABLE>

     See accompanying notes to condensed consolidated financial statements



<PAGE>


                    ATLANTIC SECURITY, INC. AND SUBSIDIARY
                         (A DEVELOPMENT STAGE COMPANY)
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                           AS OF DECEMBER 31, 2004
                           -----------------------
                                  (UNAUDITED)

NOTE 1	BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial
statements have been prepared in accordance with accounting
principles generally accepted in the United States of America and
the rules and regulations of the Securities and Exchange
Commission for interim financial information.  Accordingly, they
do not include all the information necessary for a comprehensive
presentation of financial position and results of operations.

It is management's opinion however, that all material adjustments
(consisting of normal recurring adjustments) have been made which
are necessary for a fair financial statements presentation.  The
results for the interim period are not necessarily indicative of
the results to be expected for the year.

NOTE 2	USE OF ESTIMATES

In preparing financial statements in conformity with generally
accepted accounting principles, management is required to make
estimates and assumptions that affect the reported amounts of
assets and liabilities and the disclosure of contingent assets
and liabilities at the date of the financial statements and
revenues and expenses during the reported period.  Actual results
could differ from those estimates.

NOTE 3	LOSS PER SHARE

Basic and diluted net loss per common share is computed based
upon the weighted average common shares outstanding as defined by
Financial Accounting Standards No. 128, "Earnings Per Share."  As
of December 31, 2004 and 2003, there were no common share
equivalents outstanding.

NOTE 4	STOCKHOLDERS' EQUITY

(A) Stock Issued for Cash

During the three months ended June 30, 2003, the Company issued
1,000,000 (4,000,000 post split) shares of common stock for cash
of $45.

During the three months ended June 30, 2003, the Company received
cash proceeds of $788 on subscriptions receivable.

During the three months ended September 30, 2003, the Company
issued 536,000 (2,144,000 post split) shares of common stock for
cash and subscriptions receivable of $3,373 and $10,027,
respectively ($0.025 per share).


<PAGE>


                    ATLANTIC SECURITY, INC. AND SUBSIDIARY
                         (A DEVELOPMENT STAGE COMPANY)
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                           AS OF DECEMBER 31, 2004
                           -----------------------
                                  (UNAUDITED)


During the three months ended December 31, 2003, the Company
issued 1,600,000 shares of common stock for cash of $96,000
($0.06 per share).

During the three months ended December 31, 2003, the Company
received cash proceeds of $10,027 on subscriptions receivable.


During the three months ended September 30, 2004, the Company
issued 100,000 shares of common stock and a warrant to purchase
300,000 shares of common stock at a price of $0.25 exercisable
after a period of one year for cash of $25,000 ($0.25 per share).
The shares were exempt from registration under section 4(2) of
the Securities Act.

During the three months ended December 31, 2004, the Company
issued 80,000 shares of common stock at a price of $20,000 ($0.25
per share).  The shares were exempt from registration under
section 4(2) of the Securities Act.

(B) Stock Issued for Services

During the six months ended September 30, 2003, the Company
issued 1,000,000 shares of common stock for services with a fair
value of $25,000 ($0.025 per share).

(C) Stock Issued in Reverse Merger

On May 15, 2003, Atlantic Security, Inc. exchanged 3,980,500
(15,922,000 post split) shares of common stock for all the
outstanding shares of Atlantic Security Limited.

(D) Common Stock Split

On December 9, 2003, the Company declared a 4 for 1 common stock
split.  Per share and weighted average share amounts have been
retroactively restated in the accompanying financial statements
and related notes to reflect this split.

NOTE 5	RELATED PARTY TRANSACTIONS

Stockholders of the Company paid $6,360 of operating expenses on
behalf of the Company from inception.

NOTE 6	LICENSE AGREEMENT

The Company has entered into a new option agreement with
Professor Gorbunov giving the Company the option to acquire his
technology for a payment of approximately $1.17 million and an
equivalent amount of shares.  If Professor Gorbunov becomes an
employee of the Company and remains an employee for a minimum of



<PAGE>


                    ATLANTIC SECURITY, INC. AND SUBSIDIARY
                         (A DEVELOPMENT STAGE COMPANY)
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                           AS OF DECEMBER 31, 2004
                           -----------------------
                                  (UNAUDITED)



ten months, he will receive a second payment of approximately
$1.17 million and an equivalent amount of shares.  Lastly, when
and if the Company achieves their first sale of product using the
technology, Professor Gorbunov will receive a bonus payment of
approximately $935,000 and an equivalent amount of shares.

NOTE 7	GOING CONCERN

As reflected in the accompanying condensed consolidated financial
statements, the Company is a development stage company with no
revenues and has a negative cash flow from operations from
inception of $143,725.  These factors raise substantial doubt
about its ability to continue as a going concern.  The ability of
the Company to continue as a going concern is dependent on the
Company's ability to further implement its business plan, raise
additional capital and generate revenues.  The financial
statements do not include any adjustments that might be necessary
if the Company is unable to continue as a going concern.

The Company is negotiating with capital funding sources and
service providers to implement its business plan.  Management
believes that actions presently being taken to raise additional
capital and implement its business plan provide the opportunity
for the Company to continue as a going concern.


NOTE 8  SUBSEQUENT EVENT

During January 2005, the principal stockholder of the Company
loaned the Company $9,600 for operating expenses.  The loan is non-
interest bearing, unsecured and due on demand.


<PAGE>






ITEM 2.                MANAGEMENT'S PLAN OF OPERATIONS
                       -------------------------------

Results and Plan of Operations
------------------------------


     For the period from inception through December 31, 2004 no revenue
was generated.  On May 15, 2003, we consummated an agreement with
Atlantic Security Limited, a United Kingdom corporation, pursuant to
which Atlantic Security Limited exchanged all of its then issued and
outstanding shares of common stock for approximately 80% of our common
stock.   As a result of the agreement, the transaction was treated for
accounting purposes as a recapitalization by the accounting acquirer
(Atlantic Security Limited).


     Below we discuss our plan of operations using two separate
assumptions or scenarios.  In the first, we assume that we do not raise
funding or commence full operations.  In the second, we assume that we
do commence full operations.

Can we  satisfy our cash requirement over the next twelve months?
-----------------------------------------------------------------

     Our existing employees previously agreed to defer receipt
of all salaries until we raised a minimum of $100,000.  Although we
have now raised such amount, members of our management have agreed to
continue deferring receipt of all or a portion of their salaries or
converting such amounts into shares of our common stock.  Our
principal executive and administrative offices are located in space
that is owned by our Chief Executive Officer.


     Our COO has agreed to convert his outstanding salary into
restricted shares of our common stock at market share rate once the
company has been approved for quotation.  Our CEO has agreed to
continue to abstain from receiving a salary for the time being and is
reviewing with the board this status every thirty days. Neither
officer has signed an agreement regarding these issues.  Unless
formally waived in the future, we will owe our employees accrued wages
based on their employment agreements.  The amount due to the employees
at December 31, 2004 is $436,250.


     As of February 17, 2005 we had $13,335 in cash on deposit in the
bank.  We have assumed that if we do not commence our anticipated
operations and that our officers continue to abstain from receiving a
salary, we will need approximately $1,500 per month to remain
operational.


     Assuming we do not commence our anticipated operations, our
currently anticipated future cash requirements are for funding the
preparation and filing of quarterly reports with the Securities and
Exchange Commission.  Based on our historical data this is around
$2,300.00 per quarter or for a full twelve month period $9,200.00.
This figure is included in the $1,500.00 per month figure to remain
operational. Our estimated expenses for a full twelve months would be
$13,200.00 and the company has budgeted for a year the sum of
$18,000.00


     Two shareholders advanced $3,360.00 on demand loans to Atlantic
Security Ltd before the share exchange with us. These loans were for
start up costs associated with setting up the company.  Both
shareholders have expressed a desire not to redeem these within the
next twelve months. However, there are no contracts or agreements with
either of these shareholders. If we had to repay these loans in the
next twelve months it would not reduce our ability to run the company
for twelve months and would not materially impact our liquidity or
plan of operations. These loans are non-interest bearing and
unsecured.



Will the company have to raise further funding over the next twelve months?
---------------------------------------------------------------------------

     If we do not commence our anticipated operations we will not need
to raise any extra funds to survive the next twelve months.

     Management believes that, though our auditor has expressed substantial
doubt about our ability to continue as a going concern, due to our
minimal cash requirements and the cooperation of our employees in
deferring salary and advancing loans to the company to cover
operational expenses, assuming that we do not commence our anticipated
operations or receive the $5,500,000 from Citywide Management Services
we will be able to satisfy our cash requirements for at least the next
twelve months.

     We would not invest any funds in any development project or in
any marketing efforts over the next twelve months under the conditions
mentioned above although we would offer advice.  We have no plant or
equipment, so write off costs, depreciation, etc. do not apply.

     We have been able to keep our operating expenses to a minimum by
operating in space owned by our Chief Executive Officer and are only
paying for internet access, homepage maintenance, consumables, mobile
communications and necessary travel. These expenses have been included
in the $1,500.00 monthly budget

Are we expecting significant changes in the number of employees over
the next twelve months?
--------------------------------------------------------------------

     Under the conditions mentioned above there would be no changes in
employees over the next twelve months.

Plan of Operations
------------------


     Please be aware that our independent auditor has expressed
substantial doubt about our ability to continue as a going concern and
believes that our ability to continue as such is dependent on our
ability to implement our business plan, raise capital and generate
revenues.  We have executed a contract with Citywide Management
Services that provides that Citywide will invest $5,500,000 into the
company over approximately a ten-month period commencing upon the
approval of our shares for quotation on the Over the Counter Bulletin
Board and the assignment of a trading symbol.   Citywide will purchase
shares at a price equal to seventy percent (70%) of the average of the
closing bid price of our common stock for the ten days preceding the
closing for such purchase.  We will not be registering the shares but
instead intend to sell these shares pursuant to Regulation S of the
Securities Act.  We anticipate that these sales will result in substantial
dilution to investors.  Citywide has agreed to limit the amount of shares
it holds to no more than 4.9% of our outstanding shares at any point.

     This company's board of directors and its predecessors has had no
connection nor are they in any way affiliated to Citywide Management,
its directors or any person working for Citywide Management.

     The following discussion assumes that we start operations and
receive funding from Citywide Management Services. Below we have
included a time line to facilitate your understanding of our
historical operations. We have also included a road map to show our
anticipated operations and plan for achieving revenue.

     Following our receipt of funding, our operations will initially
focus on solidifying our operational infrastructure.  We anticipate
that the number of employees would be increased from its present
number through the addition of:

1) Professor Gorbunov: Technology Development Officer. He will
work as a paid consultant with the company using 60% of his time
with the rest of his time devoted to the university. He has
indicated to us that if we exercise our option to acquire
technology he has developed then he will become a full time
employee.

2) Sales Staff:  Commission-paid sales personnel will be engaged
to represent our company and to sell licensed products to a
distributor versus direct marketing channel.  It is our intent to
incur sales expense only when sales are secured. A sale is
defined as a signed agreement with a distributor to receive
payment for product delivered to the distributor. A sales
commission will be paid when the delivery is made.

3) Administrative Staff: Initially, there will be one
administrative staff person based in the UK assisting the CEO,
who is also based in the UK.  As our business develops, a small
number of secretarial and administrative personnel will be hired.

     We currently operate from space owned by Mr. Sullivan.  In the
USA Mr. Smith works from his home. As the company develops,
appropriate commercial office space may be leased. Efforts will be
made to secure office space in the United States as a part of an
alliance contract.

Historical Time-line.
---------------------

     Atlantic Security Limited was formed in September 2002 to attempt
to commercialize certain technology being developed by Professor Boris
Gorbunov of Middlesex University.  From inception through December
2002 Atlantic Security Limited negotiated an option agreement with
Professor Gorbunov that was executed in January 2003 and which
now provides us with an option to acquire his technology.


     Because Atlantic Security Limited believed that Professor
Gorbunov's technology would take significant time and funding to bring
to market management contemporaneously began searching for other
technology to acquire or license that could be more easily brought to
market.  Management identified several technology areas that it
believed offer substantial growth prospects and during this search
process identified and met with several entities, including Comnytell
Ltd and SA Ltd.  Among the ways in which Atlantic Security Limited
searched for opportunities was by attending the Information Security
Exhibition in London in September 2002.

     We executed a distributor agreement with Comnytell on December 9,
2002.  The agreement required that we pay a license fee equal to
20,000 pounds sterling (approximately $36,000 at the exchange rate
on August 6, 2004).  We were unable to raise funding for the
required payment and Comnytell terminated the agreement in March 2003.

     Having contracted with Professor Gorbunov and identified other
promising technologies Atlantic Security Limited began searching for
potential investors to fund the company's business plan.  This search
resulted in Citywide Management Services informing the company that if
it became a publicly trading company in the United States that it
would be willing to provide funding for execution of the business
plan.

     In an effort to become publicly trading in the United States
Atlantic Security Limited consummated a share exchange agreement with
us in May 2003.  In August 2003 we entered into a written agreement
with Citywide through which they agreed to invest $500,000 into our
company.  Since that time our efforts have been primarily focused on
achieving such publicly trading status.


     In December 2004 we renegotiated our option agreement with
Professor Gorbunov.  The agreement expires on November 23, 2005.   The
agreement gives us the option to acquire his technology for a payment
of 625,000 pounds sterling in cash (approximately $1.17 million at the
exchange rate on January 10, 2005) and an equivalent amount of shares.
If Professor Gorbunov becomes an employee of the company and remains
an employee for a minimum of ten months, he will receive a second
payment of 625,000 pounds sterling in cash (approximately $1.17
million at the exchange rate on January 10, 2005) and an equivalent
amount of shares.  Lastly, when and if we achieve our first sale of
product using the technology, Professor Gorbunov will receive a
"bonus" payment of 500,000 pounds sterling (approximately $935,000 at
the exchange rate on January 10, 2005) and an equivalent amount of
shares.  Depending on the price of our shares at the time the above
payments are made, these transactions could result in a change of
control of the company.  Audited financial statements for the
acquisition of that company have been included in this registration
statement and can be found following our financial statements.


     On June 2, 2004 Citywide agreed to increase its investment to $5,500,000.

     Assuming that we are approved for quotation on the Over the
Counter Bulletin Board we will receive the investment from Citywide
Management Services. This will allow us to implement our full business
plan by:

1) Running seminars to introduce the company to organizations that
potentially could develop products in which we might be interested.

2) Negotiating a license agreement with Comnytell to acquire their
technology.

3) Attending exhibitions like InfoSec and have an exhibition stand
presence.

4) Attempting to negotiate a satisfactory contract for the purchase of
SA Limited's technology.

5) Revisiting the companies that have expressed interest over the last
two years and update them on our progress.

6) Initiating marketing and sales efforts, including approaching
corporations we see as potential customers and conducting
demonstrations of the tracking product in the hope of generating early
sales.

7) Executing Professor Gorbunov's option agreement.

8) Identifying a number of partners capable and willing to develop the
Bio and Nano Technology and other technologies that we acquire or
license.

     In the first year the costs will be taken up by salaries, travel
(including hotels and associate expenses), accountant fees, legal
fees, office expenses and the other general expenses associated with
establishing a new company as well as building a company
infrastructure.  These costs would be covered by funds received
pursuant to our contract with Citywide.

     The company does not know when it will have revenue generation
but can only guess at dates it would like to see revenue.  There can
be no guarantee that we will ever achieve revenue.

Detailed Milestones to revenue
------------------------------

Introduction
------------

     The following milestones are merely assumptions put forward by
the Company and the Company does not guarantee that any of these
milestones may ever happen or will ever be achieved. Furthermore, the
milestone dates provided, while representing management's best
estimate are purely for illustration purposes only and the company
does not guarantee or provide any warranty that any of these milestone
dates will be or are achievable. The company's view is that we cannot
expect any revenues before the end of 2006 beginning 2007 and for the
Nano technology not before the end of 2007 beginning 2008. We have
assumed that all the activity mentioned below should be completed in
parallel. The milestones assume that the company is trading on the OTC
Bulletin Board by the dates mentioned below and is in receipt of
Citywide's funding of $5,500,000.


     First year starting end of April 2005 (this is not the
financial year but the expected start of trading) if this date changes
then our expected revenue dates change accordingly.


Asset Tracking technology
-------------------------


     In the year starting April 2005 the company will conduct market
research to determine a list of all potential partners and initially
engage a range of potential partners. Subsequently we shall shortlist,
(by shortlist we mean that we will make a list of all the potential
partners in this technology and reduce these to a list of three or
four and from this pick the most desirable partner) and meet potential
suitors and conduct various meeting over the next six months and in
the end we may involve more than one potential partner company.  Once
we have signed off all agreements and completed all relevant payments
we intend to have secured our first 'Asset Tracking' customer and by
April 2007 produce revenue.


Smart camera technology
-----------------------


     In the year starting April 2005 the Company will conduct market
research to determine a list of all potential partners and initially
engage a range of potential partners. Subsequently we shall shortlist
and with meet potential suitors for an unspecified number of times.  By
October 2005 we hope to draft and begin negotiating contractual agreements.
This may involve more than one potential partner company.  By December 2005
we hope to sign-off all agreements and by April 2006 complete all
relevant payments. By October 2006 we hope to secure our first 'Smart
Camera customer and by June 2007 grow the revenue base.

Dr Gorbunov's Technologies
--------------------------

Molecular/Bio
-------------


     Assuming that the company has exercised the option and paid the
initial payments and Profressor Gorbunov is on board working for the
company, we then hope to conduct market research to determine a
list of all potential partners.  At that time  we intend to
shortlist and begin communications with a range of potential partners.
Within 60 days of exercising the option, we intend to meet potential suitors
for unspecific number times. By September 2005 we hope to draft and begin
negotiating contractual agreements. This may involve more than one
potential partner company.  By November 2005 we hope to sign-off all
agreements and by April 2006 sign-off all agreements, by September 2007
secure first customer and by April 2008 expand the revenue base.


     Operational cost over the three years, represent management's best
estimates given our current information.

     The company expects the cost of running offices in the Europe and
the US in the first year to be $60,000 per month plus any payments
arising out of any contracts executed. The second year costs are
expected to rise to $100,000 per month with the third year figure
being between $100,000 and $200,000 per month.


     Contracts expected to be executed in the first year include, the
option agreement with Professor Gorbunov for $1,170,000 initial
payment, and there could be a further payments later in the year of
$1,170,000 or beginning of the second year with a payment of $935,000 at
the end of the second or in the third year (all amounts based on exchange
rate at January 10, 2005).



ITEM 3.         Controls and Procedures
                -----------------------

(a)      Evaluation of disclosure controls and procedures.
         -------------------------------------------------

     Our Chief Executive Officer and Chief Financial Officer (the
"Certifying Officer") maintain a system of disclosure controls and procedures
that is designed to provide reasonable assurance that information, which is
required to be disclosed, is accumulated and communicated to management timely.

     Under the supervision and with the participation of management, the
Certifying Officers evaluated the effectiveness of the design and operation of
our disclosure controls and procedures (as defined in Rule [13a-14(c)/
15d-14(c)] under the Exchange Act) within 90 days prior to the filing date
of this report.

     Based upon that evaluation, the Certifying Officer concluded that our
disclosure controls and procedures are effective in timely alerting them to
material information relative to our company required to be disclosed in our
periodic filings with the SEC.

(b)     Changes in internal controls.
        -----------------------------

     Our Certifying Officer has indicated that there were no significant
changes in our internal controls or other factors that could significantly
affect such controls subsequent to the date of his evaluation, and there were
no such control actions with regard to significant deficiencies and material
weaknesses.


PART II - OTHER INFORMATION

There were no reportable items for Item 1.

Item 2.  Unregistered Sales of Securities and Use of Procees

(a) During October 2004 the company sold 40,000 restricted shares of its
common stock for $10,000 and the same investor purchased an additional
40,000 restricted shares of the company's common stock for $10,000 in
December 2004.  The investor is resident of the United
Kingdom, had a pre-existing relationship with company management
and is an accredited, sophisticated investor who had access to
corporate books and records as well as the ability to ask
questions of the company's management.  No general solicitation
or advertising was used.
Items 3 through 5.

There were no reportable items for Items 3 through 5.

Item 6.  Exhibits

         (31.1) Certification of Chief Executive Officer pursuant to Rule
         13a-14 or 15d-14 of the Securities Exchange Act of 1934, as adopted
         pursuant to section 302 of the Sarbanes-Oxley act of 2002.

         (31.2) Certification of Chief Financial Officer pursuant to Rule
         13a-14 or 15d-14 of the Securities Exchange Act of 1934, as adopted
         pursuant to section 302 of the Sarbanes-Oxley act of 2002.

         (32.1) Certification of Chief Executive Officer pursuant to 18 U.S.C.
         Section 1350, as adopted pursuant to Section 906 of the Sarbanes-
         Oxley Act of 2002.

         (32.2) Certification of Chief Financial Officer pursuant to 18 U.S.C.
         Section 1350, as adopted pursuant to Section 906 of the Sarbanes-
         Oxley Act of 2002.




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.


February 17, 2004


                                        ATLANTIC SECURITY, INC.

                                        /s/ Terence Sullivan
                                        --------------------------
                                        Terence Sullivan
                                        Principal Executive Officer

                                        /s/ Gregory Chan
                                        --------------------------
                                        Gregory Chan
                                        Principal Financial Officer