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 June 30, 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.

                             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 August 9, 2004 was 23,058,000.

<PAGE>


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




                                  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 6. Exhibits and Reports on Form 8-K




<PAGE>






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



PART I - FINANACIAL INFORMATION


ITEM 1	FINANCIAL INFORMATION






<PAGE>




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


                                  CONTENTS


PAGE 1       CONDENSED CONSOLIDATED BALANCE SHEET AS OF JUNE
             30, 2004 (UNAUDITED)


PAGE 2       CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS FOR
             THE THREE MONTHS ENDED JUNE 30, 2004 AND 2003
             AND FOR THE PERIOD FROM SEPTEMBER 6, 2002
             (INCEPTION) TO JUNE 30,2004 (UNAUDITED)


PAGE 3-4     CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS'
             DEFICIENCY FOR THE PERIOD FROM SEPTEMBER 6, 2002
             (INCEPTION) TO JUNE 30, 2004 (UNAUDITED)


PAGE 5       CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR
             THE THREE MONTHS ENDED JUNE 30, 2004 AND 2003 AND FOR THE
             PERIOD FROM SEPTEMBER 6, 2002 (INCEPTION) TO
             JUNE 30, 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
                                JUNE 30, 2004
                              -----------------
                                  (UNAUDITED)



ASSETS
------

CURRENT ASSETS
  Cash                                                  $ 18,376
                                                         ---------

TOTAL CURRENT ASSETS                                    $ 18,376
--------------------                                     =========



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


CURRENT LIABILITIES
  Accounts payable                                      $  4,525
  Accrued officers' salary                               261,750
  Stockholder loans                                        3,360
                                                         ---------

TOTAL CURRENT LIABILITIES                                269,635


COMMITMENTS AND CONTINGENCIES                                -


STOCKHOLDERS' DEFICIENCY
  Common stock, $0.001 par value, 100,000,000 shares
   authorized, 23,058,000 shares issued and outstanding   23,058
  Additional paid in capital                             115,425
  Accumulated deficit during development stage          (390,558)
  Accumulated other comprehensive gain                       816
                                                         ---------

Total Stockholders' Deficiency                          (251,259)
                                                         ---------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY          $ 18,376
                                                         =========





     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      September 6, 2002
                                            Months Ended     Months Ended       (Inception) To
                                            June 30, 2004    June 30, 2003      June 30, 2004

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

OPERATING EXPENSES
 Stock issued for services                    $     -        $      -            $  25,000
 Officers salary                                 87,250             -              261,750
 Professional fees                                7,922             -               79,511
 Other general and administrative                   639          30,778             24,493
                                              ----------      ----------          ---------
    Total Operating Expenses                     95,811          30,778             24,493
                                              ----------      ----------          ---------
LOSS FROM OPERATIONS                            (95,811)        (30,778)          (390,754)


OTHER INCOME
 Interest income                                    -14              -                 196
                                              ----------      ----------          ---------

Net Loss Before Taxes                           (95,811)        (30,778)          (390,558)

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

NET LOSS                                        (95,811)        (30,778)          (390,558)

OTHER COMPREHENSIVE INCOME
 Foreign currency translation gain                 (469)           (116)               816
                                              ----------      ----------          ---------

COMPREHENSIVE LOSS                           $   (96,280)     $  (30,894)        $(389,742)
------------------                           ============     ===========        ==========

Net loss per share - basic and diluted       $       -        $      -           $   (0.02)
                                             ============     ===========        ==========

Weighted average number of shares
 outstanding during the period - basic
 and diluted                                  23,058,000       17,943,978        19,595,388
                                              ===========      ==========        ==========


</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 JUNE 30, 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 31, 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)
===========================            ==========  =========   ============    ===========  =========       ==========    =========

</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 Three    For the Three       September 6, 2002
                                            Months Ended     Months Ended        (Inception) to
                                            June 30, 2004    June 30, 2003       June 30, 2004
                                            -------------    -----------------   -----------------


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

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                   $  (95,811)       $   (30,778)       $ (390,558)
  Adjustments to reconcile net loss
  to net cash used in operating
  activities:
    Stock issued for services                       -                  -              25,000
    In-kind contribution of office space            250                -               3,250
  Changes in operating assets
  and liabilities
    Increase in accounts payable                  3,873                -               4,525
    Increase in accrued officers salary          87,250                -             261,750
                                              ----------        -----------        ----------
    Net Cash Used In Operating Activities        (4,438)           (30,778)          (96,033)
                                              ----------        -----------        ----------

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

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from issuance of common stock            -                  833           110,233
  Proceeds from stockholder loans                   -               30,887             3,360
                                              ----------        -----------        ----------
    Net Cash Provided By Operating Activities       -               31,720           113,593
                                              ----------        -----------        ----------

EFFECT OF EXCHANGE RATE ON CASH                    (469)              (116)              816
                                              ----------        -----------        ----------

NET INCREASE (DECREASE) IN CASH                  (4,907)               826            18,376

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

CASH AND CASH EQUIVALENTS AT END OF PERIOD    $  18,376         $      826        $   18,376
                                              ==========        ===========        ==========

</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 JUNE 30, 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 June 30, 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 JUNE 30, 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.

(B) Stock Issued for Services

During the three 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 $6,405 of operating expenses on behalf
of the Company from inception.

NOTE 6	GOING CONCERN

As reflected in the accompanying condensed consolidated financial
statements, the Company is a development stage company with no revenues,
has a negative cash flow from operations from inception of $96,033.
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 provides the opportunity for the Company to continue
as a going concern.


<PAGE>


                    ATLANTIC SECURITY, INC. AND SUBSIDIARY
                         (A DEVELOPMENT STAGE COMPANY)
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                             AS OF JUNE 30, 2004
                           -----------------------
                                  (UNAUDITED)




NOTE 7	SUBSEQUENT EVENT

During July 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.




<PAGE>







ITEM 2.  Management's Discussion and Analysis or Plan of Operation
         ----------------------------------------------------------

	For the period from inception through June 30, 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 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 June 30, 2004
is $261,750.

  	As of July 31, 2004 we had $34,878 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 outgoings 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. These loans are interest free and the company has no leans
against them.


<PAGE>

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 we have 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.

        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:


<PAGE>

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.

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.

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 on December 30, 2002 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.  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



<PAGE>

that time our efforts have been primarily focused on achieving such
publicly trading status.

        In February 2004 Professor Gorbunov agreed to extend the exercise date
under the option agreement to February 24, 2005.  And 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 set of mile-stones 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 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


<PAGE>

Bulletin Board by the dates mentioned below and in receipt Citywide
funding of $5,500,000.

        First year starting end of October 2004 (this is not the financial year
but the expected start of trading) if this date moves forward then our
expected revenue dates move forward accordingly.

Asset Tracking technology

        In the year starting October 2004 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
October 2006 produce revenue.

Smart camera technology

        In the year starting October 2004 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 meet potential suitors for unspecified number of times.  By March
2005 we hope to draft and begin negotiating contractual agreements. This
may involve more than one potential partner company.  By May 2005 we
hope to sign-off all agreements and by October 2005 complete all
relevant payments. By March 2006 we hope to secure our first 'Smart
Camera customer and by October 2006 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,
then by October 2004 we hope to conduct market research to determine a
list of all potential partners.  By October 2004 Shortlist and begin
communications with a range of potential partners.  By December 2004
Subsequently shortlist & meet potential suitors for unspecific number
times. By March 2005 we hope to draft and begin negotiating contractual
agreements. This may involve more than one potential partner company.
By May 2005 we hope to sign-off all agreements and by October 2005 sign-
off all agreements March 2007 secure first customer and by October 2007
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 $1,800,000 initial payment, and
there could be a further payments later in the year of  $1,800,000 and
$900,000.

<PAGE>


Forward Looking Statements

Certain statements in this report are forward-looking statements within
the meaning of the federal securities laws. Although the Company believes that
the expectations reflected in its forward-looking statements are based on
reasonable assumptions, there are risks and uncertainties that may cause
actual results to differ materially from expectations. These risks and
uncertainties include, but are not limited to, competitive pricing pressures
at both the wholesale and retail levels, changes in market demand, changing
interest rates, exchange rates and adverse weather conditions that
reduce sales at distributors, the risk of assembly and manufacturing
plant shutdowns due to storms or other factors, and the impact of
marketing and cost-management programs.


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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.



<PAGE>

PART II - OTHER INFORMATION

There were no reportable items for Items 1 through 5.

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

(a)      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.

(b) Reports on Form 8-K

None.


<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.


August 12, 2004


                                        ATLANTIC SECURITY, INC.

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

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






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