U. S.
Securities and Exchange Commission  Washington, D. C. 20549  FORM
10-KSB/A-1  [X] ANNUAL REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the fiscal year ended December 31,
2007  [  ] TRANSITION REPORT UNDER SECTION
13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the transition period from
_________________ to __________________  Commission File No. 000-24379 Atlantica, Inc.  (Name of Small Business Issuer in its
Charter)  Utah
43-0976473(State or Other Jurisdiction of
(I.R.S. Employer I.D. No.)incorporation or organization)  c/o Richland Gordon & Company 9330 Sears Tower 233 S. Wacker Drive Chicago, Illinois 60606 (Address of Principal Executive Offices)  Issuers Telephone Number: (312)
382-9330  Securities registered under Section 12(b) of
the Act: None Name of Each Exchange on Which Registered:
None  Securities registered under Section 12(g) of
the Act:  $0.0001 par value common stock Title of Class  Check whether the Issuer is not required to file reports
pursuant to Section 13 or 15(d) of the Exchange Act. [  ]  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.   (1) Yes [X] No   (2) Yes [X] No  Check if there is no disclosure of
delinquent filers in response to Item 405 of Regulation S-B contained in this
form, and no disclosure will be contained, to the best of registrants
knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB.
[  ]   1    Indicate by
check mark whether the registrant is a shell company (as defined in Rule 12b-2
of the Exchange Act). Yes [X] No
[  ]  State Issuers revenues for its most recent fiscal year:
December 31, 2007 - $0.  State the aggregate market value of the
voting and non-voting common equity held by non-affiliates computed by reference
to the price at which the common equity was sold, or the average bid and asked
price of such common equity, as of a specified date within the past 60 days.  April 15, 2008 - $49.17. There are
approximately 491,718 shares of common voting stock of the Issuer held by
non-affiliates. Because there has been no established public market for the
Issuers common stock during the past five years, the Issuer has arbitrarily
valued these shares at par value of $0.0001 per share.  (ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PAST FIVE YEARS)  None; not applicable.  Check whether the Issuer has 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 [  ] No [  ]  (APPLICABLE ONLY TO CORPORATE ISSUERS)  State the number of shares outstanding of
each of the Issuers classes of common equity, as of the latest practicable
date:  April 15, 2008: Common - 2,458,590 April 15, 2008: Preferred - 0  DOCUMENTS INCORPORATED BY REFERENCE  A description of Documents Incorporated by Reference is
contained in Part III, Item 13 of this Report.  Transitional Small Business Issuer Format Yes
[  ] No [X]  Explanatory
Note  This Amendment to Atlantica, Inc.'s Annual Report on Form
10-KSB for the year ended December 31, 2007, originally filed on April 15, 2008,
is being filed solely to: (i) revise the second sentence of the last paragraph
of the Report of Independent Registered Public Accounting Firm (HJ &
Associates, LLC) on Page 17; and (ii) correct several typographical errors in
the punctuation of the Statement of Operations on Page 19 and correct several
typographical errors in the Description of Exhibits in Item 13 on Page 35, none
of which errors are material. Other than these corrections, none of the
information contained in our Form 10-K filed on April 15, 2008 has been revised
or amended.  PART I   Item 1. Description of Business  Business Development  Organization  Atlantica, Inc. (our Company, we, us,
our and words of similar import) was organized pursuant to the laws of the
State of Utah on March 3, 1938, under the name Red Hills Mining Company, with
an authorized capital of $20,000 divided into 2,000,000 shares of common stock
of a par value of $0.01 per share. Our Company was formed for the primary
purpose of conducting the business of mining in all of its branches.  2     On February 5, 1953, we changed our name to
Allied Oil and Minerals Company, with our primary purpose continuing to be
mining.  On January 8, 1971, we changed our name to
Community Equities Corporation, we increased our authorized capital from
$20,000 to $150,000, comprised of 15,000,000 at $.01 and our purpose also
changed to the business of real estate development. We discontinued the real
estate development operations in 1990.  Effective March 26, 1996, the corporate
charter was reinstated, and we changed our corporate name to Atlantica, Inc.  On March 13, 1998, we increased our
authorized capital from 15,000,000 shares of $.01 par value to 25,000,000 shares
of $0.0001 par value common stock; and we authorized a reverse split of one
share for every 20 shares. We also authorized the issuance of 24,000,000 shares
to Gregory Aurre, President and a director, for services rendered and expenses
paid. The Board also issued 25,000 shares each to Amerika Aurre, Vice President
and a director and Gregory Aurre III, Secretary and a director, for services
rendered. We also adopted new Bylaws.  On October 30, 2002, the Board of Directors
resolved to appoint new officers and directors since Gregory Aurre II, Gregory
Aurre III and Amerika Aurre all resigned, in seriatim, from any and all capacity
as officers and directors. Thomas J. Howells was appointed as President and
director, Terry Jenson as Vice President and director and Travis T. Jenson as
Secretary and director.  On November 12, 2002, the 23,908,000 shares
held by Gregory Aurre II, was foreclosed on to satisfy debt in the amount of
$80,000, owed to Duane S. Jenson. Mr. Jenson had personally loaned
Mr. Aurre the $80,000 which was secured solely by Mr. Aurres shares
of the Company. Subsequent to foreclosing on the shares of Mr. Aurres that
were held by Mr. Jenson as security for the loan, Mr. Jenson elected
to gift a portion of those shares to his son, Travis T. Jenson, as well as to a
business associate, Thomas J. Howells, and a long-time friend and legal counsel,
Leonard W. Burningham, Esq.  On November 15, 2002, we were reinstated
with the State of Utah.  On November 30, 2004 Thomas J. Howells
resigned as President and a director and Travis T. Jenson resigned as Secretary
and a director.  Shelley Goff and Duane S. Jenson were appointed as
Secretary and President, respectively.  Mr. Jenson and Ms. Goff are also
directors.  A Copy of our Bylaws were attached to our
Annual Report for the year ended December 31, 2001, and are incorporated herein
by reference. See Part III, Item 13.  Copies of our Articles of Incorporation, as
amended, were attached to our initial Registration Statement on Form 10-SB and
are incorporated herein by reference. See Part III, Item 13.  On December 27, 2006 we filed a definitive
Information Statement with the Securities and Exchange Commission regarding a
one-for-10 (1:10) 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.  Please see
the Exhibit Index, Part III, Item 13, for a copy of the Definitive Information
Statement, as filed on December 27, 2006, which is incorporated herein by
reference.  These resolutions were unanimously adopted
by our Board of Directors. Duane S. Jenson, and his son, Travis T. Jenson, who,
at that time, collectively, beneficially owned 16,000,683 shares of our common
stock or approximately 65.1% of our outstanding voting securities, 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., former  3    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 at that time.  All shares represented at the Meeting voted
in favor of both Proposals.  The reverse split subsequently became
effective on February 15, 2007.  That stock split is reflected herein on a
retroactive basis.  On June 29, 2007, pursuant to a Stock
Purchase Agreement 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 Purchaser
acquired from the Sellers a total of 1,966,872 shares of the Companys common
stock (the Acquisition), representing 80% of the Companys currently
outstanding shares, for a purchase price of $525,000 in cash.  Upon the
closing of the Acquisition, Duane S. Jenson and Terry Jenson resigned as
directors and executive officers, Shelley Goff resigned as a director, retained
her office as the Companys Secretary and was elected the Companys Chief
Financial Officer; and Alan D. Gordon was appointed as the Companys President
and Chief Executive Officer.  In connection with the Acquisition and
effective July 16, 2007, Alan D. Gordon, Frederick G. Pierce, II and Richard F. Strup were appointed as
directors, and Duane S. Jenson, Terry Jenson and Shelley Goff resigned as
directors.  See the 8-K Current Report dated June 29, 2007 and filed with
the Securities and Exchange Commission on July 3, 2007, and see the Schedule
14F-1 Information Statement filed with the Securities and Exchange Commission on
July 3, 2007 and mailed to our stockholders on or about July 5, 2007.  See
Part III Items 12 and 13 of this Report.  Business  We are currently seeking and investigating potential
assets, property or businesses to acquire; the Company has had no material
business operations for over 10 years. Our Companys plan of operation for the
next 12 months is to:(i) consider guidelines of industries in which we may have
an interest; (ii) adopt a business plan regarding engaging in the business of
any selected industry; and (iii) to commence such operations through funding
and/or the acquisition of a going concern engaged in any industry selected.
 The Company is unable to predict the time as to when and if it may
actually participate in any specific business endeavor, and will be unable to do
so until it determines the particular industries.  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 suitable potential 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 common stock, that could amount
to as much as 95% of our outstanding securities following the completion of any
such transaction; accordingly, investments in any such private enterprise, if
available, would be much more favorable than any investment in our Company.  Management intends to consider a number of
factors prior to making any decision as to whether to participate in any
specific business endeavor, none of which may be determinative or provide any
assurance of success. These may include, but will not be limited to, as
applicable, an analysis of the quality of the particular entitys management
personnel; the anticipated acceptability of any new products or marketing
concepts that it may have; the merit of its technological changes; its present
financial condition, projected growth potential and available technical,
financial  4    and managerial
resources; its working capital, history of operations and future prospects; the
nature of its present and expected competition; the quality and experience of
its management services and the depth of its management; its potential for
further research, development or exploration; risk factors specifically related
to its business operations; its potential for growth, expansion and profit; the
perceived public recognition or acceptance of its products, services, trademarks
and name identification; and numerous other factors which are difficult, if not
impossible, to properly or accurately analyze, let alone describe or identify,
without referring to specific objective criteria.  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. See the heading Business
Experience, Part III, Item 9.  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.  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, any such
compensation could 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.  Substantial fees are often paid in
connection with the completion of all types of acquisitions, reorganizations or
mergers, ranging from a small amount to as much as $400,000. 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 particular stock buy-out transaction. In the event that any such
fees are paid, they may become a factor in negotiations regarding any potential
acquisition or merger by our Company and, accordingly, may also present a
conflict of interest for such individuals.   5    Risk
Factors  In any business venture, there are
substantial risks specific to the particular enterprise which cannot be
ascertained until a potential acquisition, reorganization or merger candidate
has been identified; however, at a minimum, our Companys present and proposed
business operations will be highly speculative and be subject to the same types
of risks inherent in any new or unproven venture, and will include those types
of risk factors outlined below.  Extremely Limited Assets; No Source of
Revenue.  The Company has virtually no assets and has
had no revenue for over the past 10 years or to the date hereof. Nor will the
Company receive any revenues until it completes an acquisition, reorganization
or merger, at the earliest. The Company can provide no assurance that any
acquired business will produce any material revenues for the Company or its
stockholders or that any such business will operate on a profitable basis.
Although management intends to apply any proceeds it may receive through the
issuance of stock or debt to a suitable acquisition, subject to the criteria
identified above, such proceeds will not otherwise be designated for any more
specific purpose. The Company can provide no assurance that any use or
allocation of such proceeds will allow it to achieve its business
objectives.  Our Company May Be Deemed to Be a Blank
Check Company Until We Adopt a Business Plan.  The limited business operations of our
Company, as now contemplated, involve those of a blank check company. The only
activities to be conducted by our Company are winding down the business and to
manage our current limited assets and to seek out and investigate the
commencement or the acquisition of any viable business opportunity by purchase
and exchange for securities of our Company or pursuant to a reorganization or
merger through which securities of our Company will be issued or exchanged.  Discretionary Use of Proceeds; Blank
Check Company.  Because our Company is not currently
engaged in any substantive business activities, as well as managements broad
discretion with respect to selecting a business or industry for commencement of
operations or completing an acquisition of assets, property or business, our
Company may be deemed to be a blank check company. Although management intends
to apply any proceeds we may receive through the issuance of stock or debt to a
suitable business enterprise, subject to the criteria identified above, such
proceeds will not otherwise be designated for any more specific purpose. Our
Company can provide no assurance that any use or allocation of such proceeds
will allow us to achieve our business objectives.  Our Company Will Seek Out Business
Opportunities.  Management will seek out and investigate
business opportunities through every reasonably available fashion, including
personal contacts, professionals, securities broker dealers, venture capital
personnel, members of the financial community and others who may present
unsolicited proposals; our Company may also advertise our availability as a
vehicle to bring a company to the public market through a reverse
reorganization or merger.  Absence of Substantive Disclosure
Relating to Prospective Acquisitions.  Because the Company has not yet identified
any assets, property or business that it may acquire, potential investors in the
Company will have virtually no substantive information upon which to base a
decision whether to invest in the Company. Potential investors would have access
to significantly more information if the Company had already identified a
potential acquisition or if the acquisition target had made an offering of its
securities directly to the public. The Company can provide no assurance that any
investment in the Company will not ultimately prove to be less favorable than
such a direct investment.  Unspecified Industry and Acquired
Business; Unascertainable Risks.  To date, the Company has not identified any
particular industry or business in which to concentrate its acquisition efforts.
Accordingly, prospective investors currently have no basis to evaluate the
comparative risks and merits of  6    investing in the
industry or business in which the Company may acquire. To the extent that the
Company may acquire a business in a high-risk industry, the Company will become
subject to those risks. Similarly, if the Company acquires a financially
unstable business or a business that is in the early stages of development, the
Company will become subject to the numerous risks to which such businesses are
subject. Although management intends to consider the risks inherent in any
industry and business in which it may become involved, there can be no assurance
that it will correctly assess such risks.  Uncertain Structure of Acquisition.  Management has had no preliminary contact
or discussions regarding, and there are no present plans, proposals or
arrangements to engage in or acquire any specific business, assets, property or
business. Accordingly, it is unclear whether such an acquisition would take the
form of an exchange of capital stock, a merger or an asset acquisition. However,
because our Company has virtually no resources as of the date of this Annual
Report, management expects that any such acquisition would take the form of an
exchange of capital stock.  Auditors Going Concern Opinion.  The Independent Auditors Report issued in
connection with the audited financial statements of our Company for the calendar
years ended December 31, 2007, 2006, 2005, 2004, 2003 and 2002, expresses
substantial doubt about its ability to continue as a going concern, due to our
Companys status as a start up and our lack of profitable operations. See Part
II, Item 7, of this Annual Report.  While the Company's principal
stockholder currently pays the Company's limited operating and other expenses,
on the Company's behalf, that principal stockholder is not obligated to pay any
of those expenses and the Company can provide no assurance that such stockholder
will continue to pay any of those expenses in the future.  Losses Associated With Startup.  Our Company has not had a profitable
operating history. We cannot guarantee that we will become profitable.  Federal and State Restrictions on Blank
Check Companies  Federal Restrictions.  Recent amendments to Form 8-K by the
Securities and Exchange Commission regarding shell companies and transactions
with shell companies require the filing of all information about an acquired
company that would have been required to have been filed had any such company
filed a Form 10 or 10-SB Registration Statement with the Securities and Exchange
Commission, along with required audited, interim and pro forma financial
statements, within four business days of the closing of any such transaction.
These new regulations also deny the use of Form S-8 for the registration of
securities of a shell company, and limit the use of this Form to a reorganized
shell company until the expiration of 60 days from when any such entity is no
longer considered to be a shell company. This prohibition could further restrict
opportunities for us to acquire companies that may already have stock option
plans in place that cover numerous employees. In such an instance, there may be
no exemption from registration for the issuance of securities in any business
combination to these employees, thereby necessitating the filing of a
registration statement with the Securities and Exchange Commission to complete
any such reorganization, and incurring the time and expense costs normally
avoided by reverse reorganizations.  Under the January, 2000 letter from Richard
K. Wulff, the Chief of the Securities and Exchange Commissions Office of Small
Business, to Ken Work, the Assistant Director of the OTC Compliance Unit of NASD
Regulation, Inc. (referred to by many members of the securities community as the
Wulff letter), the free tradability of certain shares issued to our promoters
or founders or affiliates in any transaction with us can be restricted to
resales pursuant to an effective registration statement filed with the
Securities and Exchange Commission. We would expect the definition of these
applicable persons to be liberally construed to promote the findings set out in
the Wulff Letter and the shares of our common stock held by certain of our
current and former affiliates and certain shares that may in the future be held
by certain of our affiliates may be subject to the restrictions provided under
the Wulff letter.   7    If we publicly
offer any securities as a condition to the closing of any acquisition, merger or
reorganization while we are a blank check or shell company, we will have to
fully comply with Rule 419 of the Securities and Exchange Commission and deposit
all funds in escrow pending advice about the proposed transaction to our
stockholder fully disclosing all information required by Regulation 14 of the
Securities and Exchange Commission and seeking the vote and agreement of
investment of those stockholders to whom such securities were offered; if no
response is received from these stockholders within 45 days thereafter or if any
elect not to invest following advice about the proposed transaction, all funds
held in escrow must be promptly returned to any such stockholder. All securities
issued in any such offering will likewise be deposited in escrow, pending
satisfaction of the foregoing conditions. The foregoing is only a brief summary
of Rule 419. We do not anticipate making any public offerings of our securities
that would come within the context of an offering described in Rule 419.  All of these laws, rules and regulations
could severely restrict us from completing the acquisition of any business or
any merger or reorganization for the following reasons, among others:  *
The time and expense in complying with any of the foregoing could be prohibitive
and eliminate the reasons for a reverse reorganization.  *
Management or others who own or are to receive shares that may be covered by the
Wulff Letter may demand registration rights for these shares, and the
acquisition candidate may refuse to grant them by reason of the time, cost and
expense; or because the filing any such registration statement may be integrated
with planned financing options that could prohibit or interfere with such
options or such registration statement.  *
Demands for cash in lieu of securities could be too high a cost of dilution to
the acquisition candidate, especially when taking into account the dilution that
results from the shareholdings that are retained by our shareholders.  *
These costs and expenses, if agreed upon, would no doubt further dilute our
shareholders, as any acquisition candidate may not be willing to leave as many
shares with our shareholders in any such transaction.  *
An acquisition candidate may demand that outstanding Wulff Letter shares be
cancelled, and the holders of these shares could refuse to do so without just
compensation.  *
Finders and parties who may introduce acquisition candidates would no doubt be
unwilling to introduce any such candidates to us if shares issued to them came
within the Wulff Letter interpretations and no registration rights were granted,
which would substantially restrict our ability to attract such potential
candidates.  State Restrictions.  A total of 36 states prohibit or
substantially restrict the registration and sale of blank check companies
within their borders. Additionally, 36 states use merit review powers to
exclude securities offerings from their borders in an effort to screen out
offerings of highly dubious quality. See paragraph 8221, NASAA Reports, CCH
Topical Law Reports, 1990. Our Company intends to comply fully with all state
securities laws, and plans to take the steps necessary to ensure that any future
offering of our securities is limited to those states in which such offerings
are allowed. However, while our Company has no substantive business operations
and is deemed to a blank check Company, these legal restrictions may have a
material adverse impact on the Companys ability to raise capital because
potential purchasers of the Companys securities must be residents of states
that permit the purchase of such securities. These restrictions may also limit
or prohibit stockholders from reselling shares of our Companys common stock
within the borders of regulating states.  By regulation or policy statement, eight
states (Idaho, Maryland, Missouri, Nevada, New Mexico, Pennsylvania, Utah and
Washington), some of which are included in the group of 36 states mentioned
above, place various restrictions on the sale or resale of equity securities of
blank check or blind pool companies. These restrictions include, but are not
limited to, heightened disclosure requirements, exclusion from manual listing
registration  8    exemptions for
secondary trading privileges and outright prohibition of public offerings of
such companies. Because our Company does not intend to make any offering of our
securities in the foreseeable future, management does not believe that any state
restriction on blank check offerings will have any effect on our Company.  In most jurisdictions, blank check and
blind pool companies are not eligible for participation in the Small Corporate
Offering Registration (SCOR) program, which permits an issuer to notify the
Securities and Exchange Commission of certain offerings registered in such
states by filing a Form D under Regulation D of the Securities and Exchange
Commission. All states (with the exception of Alabama, Delaware, Florida,
Hawaii, Minnesota, Nebraska and New York) have adopted some form of SCOR. States
participating in the SCOR program also allow applications for registration of
securities by qualification by filing a Form U-7 with the states securities
commissions. Nevertheless, our Company does not anticipate making any SCOR
offering or other public offering in the foreseeable future, even in any
jurisdiction where it may be eligible for participation in SCOR, despite our
status as a blank check or blind pool company.  The net effect of the above-referenced
laws, rules and regulations will be to place significant restrictions on our
Companys ability to register, offer and sell and/or to develop a secondary
market for shares of our Companys common stock in virtually every jurisdiction
in the United States. These restrictions should cease once and if our Company
acquires a venture by purchase, reorganization or merger, so long as the
business operations succeeded to involve sufficient activities of a specific
nature.  Management to Devote Insignificant Time
to Activities of Our Company.  Members of our Companys management are not
required to devote their full time to the affairs of our Company. Because of
their time commitments, as well as the fact that our Company has no business
operations, the members of management currently devote one hour a week to the
activities of our Company, until such time as our Company has identified a
suitable acquisition target.  No Market for Common Stock; No Market
for Shares.  On or about January 5, 2006, our common
stock was approved for trading on the OTC Bulletin Board of the NASD under the
symbol AIAN. We received a new symbol of ATTC in conjunction with the reverse
split as discussed under the caption Business Development herein. There is
currently no established trading market for such shares; there can be no
assurance that such a market will ever develop or be maintained. Any market
price for shares of common stock of our Company is likely to be very volatile,
and numerous factors beyond the control of our Company may have a significant
effect. In addition, the stock markets generally have experienced, and continue
to experience, extreme price and volume fluctuations which have affected the
market price of many small capital companies and which have often been unrelated
to the operating performance of these companies. These broad market
fluctuations, as well as general economic and political conditions, may
adversely affect the market price of our Companys common stock in any market
that may develop. Sales of restricted securities under Rule 144 may also have
an adverse effect on any market that may develop. See Part II, Item 5.  Risks of Penny Stock.  Our Companys common stock may be deemed to
be penny stock as that term is defined in Reg. Section 240.3a51-1 of the
Securities and Exchange Commission. Penny stocks are stocks (i) with a price of
less than five dollars per share; (ii) that are not traded on a recognized
national exchange; (iii) whose prices are not quoted on the NASDAQ automated
quotation system (NASDAQ-listed stocks must still meet requirement (i) above);
or (iv) in issuers with net tangible assets less than $2,000,000 (if the issuer
has been in continuous operation for at least three years) or $5,000,000 (if in
continuous operation for less than three years), or with average revenues of
less than $6,000,000 for the last three years.  Section 15(g) of the Exchange Act and Rule
15g-2 of the Securities and Exchange Commission require broker- dealers dealing
in penny stocks to provide potential investors with a document disclosing the
risks of penny stocks and to obtain a manually signed and dated written receipt
of the document before effecting any transaction in a penny stock for the
investors account. Potential investors in our Companys common stock are urged
to obtain and read such disclosure carefully before purchasing any shares that
are deemed to be penny stock.  9     Moreover, Rule 15g-9 of the Securities and
Exchange Commission requires broker-dealers in penny stocks to approve the
account of any investor for transactions in such stocks before selling any penny
stock to that investor. This procedure requires the broker-dealer to (i) obtain
from the investor information concerning his or her financial situation,
investment experience and investment objectives; (ii) reasonably determine,
based on that information, that transactions in penny stocks are suitable for
the investor and that the investor has sufficient knowledge and experience as to
be reasonably capable of evaluating the risks of penny stock transactions; (iii)
provide the investor with a written statement setting forth the basis on which
the broker-dealer made the determination in (ii) above; and (iv) receive a
signed and dated copy of such statement from the investor, confirming that it
accurately reflects the investors financial situation, investment experience
and investment objectives. Compliance with these requirements may make it more
difficult for investors in our Companys common stock to resell their shares to
third parties or to otherwise dispose of them.  There has been no established public
market for the Companys common stock. On January 5, 2006, our Company obtained
a trading symbol AIAN on the OTC Bulletin Board of the NASD. We received a new
symbol of ATTC in conjunction with the reverse split as discussed under the
caption Business Development herein. At such time as the Company completes a
merger or acquisition transaction, if at all, it may attempt to qualify for
quotation on either NASDAQ or a national securities exchange. However, at least
initially, any trading in its common stock will most likely be conducted in the
over-the-counter market in the pink sheets or the OTC Bulletin Board of the
NASD.  Principal Products or Services and their
Markets  None; not applicable.  Distribution Methods of the Products or
Services  None; not applicable.  Status of any Publicly Announced New Product or
Service  None; not applicable.  Competitive Business Conditions and the Small Business
Issuers Competitive Position in the Industry and Methods of Competition  Management believes that there are
literally thousands of blank check companies engaged in endeavors similar to
those engaged in by the Company; many of these companies have substantial
current assets and cash reserves. Competitors also include thousands of other
publicly-held companies whose business operations have proven unsuccessful, and
whose only viable business opportunity is that of providing a publicly-held
vehicle through which a private entity may have access to the public capital
markets. There is no reasonable way to predict the competitive position of the
Company or any other entity in the strata of these endeavors; however, the
Company, having limited assets and cash reserves, will no doubt be at a
competitive disadvantage in competing with entities which have recently
completed IPOs, have significant cash resources and have recent operating
histories when compared with the complete lack of any substantive operations by
the Company for the past several years.  Sources and Availability of Raw Materials and Names of
Principal Suppliers  None; not applicable.  Dependence on One or a Few Major Customers  None; not applicable.   10    Patents, Trademarks,
Licenses, Franchises, Concessions, Royalty Agreements or Labor Contracts,
including Duration  None; not applicable.  Need for any Governmental Approval of Principal
Products or Services  Because our Company currently produces no
products or services, we are not presently subject to any governmental
regulation in this regard. However, in the event that our Company engages in a
merger or acquisition transaction with an entity that engages in such
activities, we will become subject to all governmental approval requirements to
which the merged or acquired entity is subject.  Effect of Existing or Probable Governmental
Regulations on the Business  The integrated disclosure system for small
business issuers adopted by the Securities and Exchange Commission in Release
No. 34-30968 and effective as of August 13, 1992, substantially modified the
information and financial requirements of a Small Business Issuer, defined to
be an issuer that has revenues of less than $25 million; is a U.S. or Canadian
issuer, is not an investment company, and if a majority-owned subsidiary, the
parent is also a small business issuer, provided, however, an entity is not a
small business issuer if it has a public float (the aggregate market value of
the issuers outstanding securities held by non-affiliates) of $25 million or
more.  The Securities and Exchange Commission,
state securities commissions and the North American Securities Administrators
Association, Inc. (NASAA) have expressed an interest in adopting policies that
will streamline the registration process and make it easier for a small business
issuer to have access to the public capital markets. The present laws, rules and
regulations designed to promote availability to the small business issuer of
these capital markets and similar laws, rules and regulations that may be
adopted in the future will substantially limit the demand for blank check
companies like our Company, and may make the use of these companies obsolete.  We are also subject to the Sarbanes-Oxley
Act of 2002. This Act creates a strong and independent accounting oversight
board to oversee the conduct of auditors of public companies and strengthens
auditor independence. It also requires steps to enhance the direct
responsibility of senior members of management for financial reporting and for
the quality of financial disclosures made by public companies; establishes clear
statutory rules to limit, and to expose to public view, possible conflicts of
interest affecting securities analysts; creates guidelines for audit committee
members appointment, compensation and oversight of the work of public
companies auditors; prohibits certain insider trading during pension bund
blackout periods; and establishes a federal crime of securities fraud, among
other provisions.  Section 14(a) of the Exchange Act requires
all companies with securities registered pursuant to Section 12(g) of the
Exchange Act to comply with the rules and regulations of the Securities and
Exchange Commission regarding proxy solicitations, as outlined in Regulation
14A. Matters submitted to stockholders of our Company at a special or annual
meeting thereof or pursuant to a written consent will require our Company to
provide our stockholders with the information outlined in Schedules 14A or 14C
of Regulation 14; preliminary copies of this information must be submitted to
the Securities and Exchange Commission at least 10 days prior to the date that
definitive copies of this information are forwarded to our stockholders.  We are also required to file annual reports
on Form 10-KSB and quarterly reports on Form 10-QSB with the Securities Exchange
Commission on a regular basis, and will be required to timely disclose certain
material events (e.g., changes in corporate control; acquisitions or
dispositions of a significant amount of assets other than in the ordinary course
of business; and bankruptcy) in a Current Report on Form 8-K12G3.  If we are acquired by a non-reporting
issuer under the Exchange Act, we will be subject to the back-door
registration requirements of the Securities and Exchange Commission that will
require us to file a Current Report on Form 8-K12G3 that will include all
information about such non-reporting issuer as would have been required to be
filed by that entity had it filed a Form 10 or Form 10SB Registration Statement
with the Securities and Exchange Commission. The Securities and Exchange
Commission proposed on April 13, 2004, that any acquisition that will result in
our Company no longer being a blank check or blind pool company will require
us to include  11    all information
about the acquired company as would have been required to be filed by that
entity had it filed a Form 10 or Form 10SB Registration Statement with the
Securities and Exchange Commission.  Research and Development Costs During the Last Two
Fiscal Years  None; not applicable.  Cost and Effects of Compliance with Environmental
Laws  None; not applicable. However,
environmental laws, rules and regulations may have an adverse effect on any
business venture viewed by our Company as an attractive acquisition,
reorganization or merger candidate, and these factors may further limit the
number of potential candidates available to our Company for acquisition,
reorganization or merger.  Number of Total Employees and Number of Full Time
Employees  None; not applicable.  Reports to Security Holders  You may read and copy any materials that we file with the
SEC at the SECs Public Reference Room at 450 Fifth Street, N.W., Washington,
D.C. 20549.  You may also find all of the reports that we have filed
electronically with the SEC at their internet site www.sec.gov.  Item 2. Description of Property.  Our Company has no assets, property or
business; its principal executive office address and telephone number are the
office address and telephone number of Alan D. Gordon, who is our President and
a director and an affiliate of Mirabella Holdings, LLC (our current majority
stockholder), which are provided at no cost to the Company.  See Part I,
Item 1. Because the Company has had no business, its activities have been
limited to keeping itself in good standing in the State of Utah. These
activities have consumed an insignificant amount of managements time;
accordingly, the costs to Mr. Gordon of providing the use of his office and
telephone have been minimal.  Item 3. Legal Proceedings.  The Company is not a party to any pending
legal proceeding. To the knowledge of management, no federal, state or local
governmental agency is presently contemplating any proceeding against the
Company. No director, executive officer or affiliate of the Company or owner of
record or beneficially of more than five percent of the Companys common stock
is a party adverse to the Company or has a material interest adverse to the
Company in any proceeding.  Item 4. Submission of Matters to a
Vote of Security Holders.  None.  PART II  Item 5. Market for Common Equity and
Related Stockholder Matters and Small Business Issuer Purchases of Equity
Securities.  Market Information  The Companys common stock was listed on
the OTC Bulletin Board of the National Association of Securities Dealers
(NASD) on January 5, 2006 under the symbol AIAN. We received a new symbol of
ATTC in conjunction with the reverse split as discussed under the caption
Business Development herein. There is currently no established trading
market for shares of common stock of the Company.  Management does not
expect any  12    public market to
develop unless and until the Company completes an acquisition or merger. In any
event, no assurance can be given that any market for the Companys common stock
will develop or be maintained.  The bid and offer
price for the shares of common stock of our Company for the quarterly periods
from January 5, 2006 through December 31, 2007 are as follows:  Closing Bid

Closing AskHigh

Low

High

LowJanuary 05  March 31, 2006

.05

.05

NONE

NONEApril 3  June 30, 2006

.05

.05

NONE

NONEJuly 3  September 29, 2006

.05

.05

NONE

NONEOctober 2  December 29, 2006

.05

.05

NONE

NONEJanuary 1 - March 31, 2007

.40

.40

NONE

NONEApril 1 - June 30, 2007

.40

.40

NONE

NONEJuly 1, 2007 - September 30, 2007

.40

.40

NONE

NONEOctober 1 - December 31, 2007

.40

.40

NONE

NONE  These prices were obtained from the
National Quotation Bureau, Inc. ("NQB") and do not necessarily reflect actual
transactions, retail markups, mark downs or commissions.  Holders  The number of record holders of the
Companys common stock as of the date of this Report is approximately 662, not
including an indeterminate number who may hold shares in street name.  Dividends  Our Company has not declared any cash
dividends with respect to our common stock, and does not intend to declare
dividends in the foreseeable future. The future dividend policy of our Company
cannot be ascertained with any certainty, and if and until our Company completes
any acquisition, reorganization or merger, no such policy will be formulated.
There are no material restrictions limiting, or that are likely to limit, our
Companys ability to pay dividends on our securities.  Securities Authorized for Issuance under Equity
Compensation Plans  Our Company does not have any Equity
Compensation Plans.  Recent Sales of Unregistered
Securities  We have had no recent sales of restricted
securities.  Use of Proceeds of Registered Securities.  There were no proceeds received during the
calendar year ended December 31, 2007, from the sale of registered securities.  Purchases of Equity Securities by Us and
Affiliated Purchasers.  There were no purchases of our equity
securities by us or any affiliated purchasers during the calendar year ended
December 31, 2007.   13    Item 6.
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 the
business of any selected industry; and (iii) to commence such operations through
funding and/or the acquisition of a going concern engaged in any industry
selected.  During the next 12 months, our Companys
only foreseeable cash requirements will relate to maintaining our Company in
good standing or the payment of expenses associated with legal fees, accounting
fees and reviewing or investigating any potential business venture, which may be
advanced by management or principal stockholders as loans to our Company.
Because we have not determined any business or industry in which our operations
will be commenced, and we have not identified any prospective venture as of the
date of this Annual Report, it is impossible to predict the amount of any such
loan. Any such loan will be on terms no less favorable to our Company than would
be available from a commercial lender in an arms length transaction. No advance
or loan from any affiliate will be required to be repaid as a condition to any
agreement with future acquisition partners.  Managements Discussion and Analysis of Financial
Condition and Results of Operations  Other than maintaining its good corporate
standing in the State of Utah, compromising and settling its debts and seeking
the acquisition of assets, properties or businesses that may benefit the Company
and its stockholders, the Company has had no material business operations in the
two most recent calendar years.  At December 31, 2007, the Companys had no
assets. See the Index to Financial Statements, Item 7 of this Annual Report.  During the period ended December 31, 2007,
the Company had a net loss of $52,509, resulting from operations, as compared to
a net loss of $12,888 for the same period ended December 31, 2006. Cumulative
income totaled $1,087,545 since our gain on extinguishment of debt.
 Primarily all of these losses are the result of attorneys fees and
accounting fees.  See the Index to Financial Statements, Item 7 of this
Report.  During calendar 2007, expenses were paid by
principal stockholders of the Company in the aggregate amount of $8,220, $6,945
of which, along with other payables of the Company due to one of those principal
stockholders, was converted by that stockholder into contributions to the
Companys capital, with appropriate adjustments made to the Companys additional
paid-in capital account; and during calendar 2006, additional expenses by a
principal stockholder totaled $10,693. The aggregate amount of $1,275
outstanding as of December 31, 2007 currently is unsecured, bears no interest,
and is due and payable to the Companys principal stockholder on demand.   While the Company's principal
stockholder currently pays the Company's limited operating and other expenses,
on the Company's behalf, that principal stockholder is not obligated to pay any
of those expenses and the Company can provide no assurance that such stockholder
will continue to pay any of those expenses in the future.  Off-Balance Sheet Arrangements  We had no Off-Balance Sheet arrangements
for the year ended December 31, 2007.  Forward-looking Statements  Statements made in this Annual Report which
are not purely historical are forward-looking statements with respect to the
goals, plan objectives, intentions, expectations, financial condition, results
of operations, future performance and business of our Company, including,
without limitation, (i) our ability to raise capital, and (ii) statements
preceded by, followed by or that include the words may, would, could,
should, expects, projects, anticipates, believes, estimates,
plans, intends, targets or similar expressions.   14    Forward-looking
statements involve inherent risks and uncertainties, and important factors (many
of which are beyond our Companys control) that could cause actual results to
differ materially from those set forth in the forward-looking statements,
including the following, general economic or industry conditions, nationally
and/or in the communities in which our Company conducts business, changes in the
interest rate environment, legislation or regulatory requirements, conditions of
the securities markets, our ability to raise capital, changes in accounting
principles, policies or guidelines, financial or political instability, acts of
war or terrorism, other economic, competitive, governmental, regulatory and
technical factors affecting our Companys operations, products, services and
prices.  Accordingly, results actually achieved may
differ materially from expected results in these statements. Forward-looking
statements speak only as of the date they are made. Our Company does not
undertake, and specifically disclaims, any obligation to update any
forward-looking statements to reflect events or circumstances occurring after
the date of such statements.  Item 7. Financial Statements.  15       FINANCIAL STATEMENTS  December 31, 2007 C O N T E N T S  Report of Independent Registered
Public Accounting Firm
                                                                      
            17 Balance Sheets 18 Statements of Operations 19 Statements of Stockholders' Equity (Deficit) 20 Statements of Cash Flows 21 Notes to Audited Financial Statements 22- 28     16            REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM   To the Stockholders of Atlantica, Inc. (A Development Stage Company) Chicago, Illinois  We have audited the accompanying balance
sheets of Atlantica, Inc. (a development stage company) as of December 31, 2007
and 2006, and the related statements of operations, stockholders equity
(deficit), and cash flows for the years ended December 31, 2007 and 2006 and
from inception of the development stage on January 1, 1997 through December 31,
2007.  These financial statements are the responsibility of the Company's
management.  Our responsibility is to express an opinion on these financial
statements based on our audits.  We conducted our audits in accordance with
the standards of the Public Company Accounting Oversight Board (United States).
 Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements.  An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation.  We believe that our audits provide a reasonable
basis for our opinion.  In our opinion, the financial statements
referred to above present fairly, in all material respects, the financial
positions of Atlantica, Inc. (a development stage company) as of December 31,
2007 and the results of their operations and their cash flows for the years
ended December 31, 2007 and 2006 and from inception of the development stage on
January 1, 1997 through December 31, 2007 in conformity with U.S. generally
accepted accounting principles.  We were not engaged to examine management's
assertion about the effectiveness of Atlantica, Inc.s (a development stage
company) internal control over financial reporting as of December 31, 2007
included in the accompanying Managements Annual Report on Internal Control
Over Financial Reporting and, accordingly, we do not express an opinion
thereon.  The accompanying financial statements have
been prepared assuming that the Company will continue as a going concern.
 As discussed in Note 7 to the financial statements, the Company has not
established revenues sufficient to cover its operating costs and has a net
capital deficiency which raises substantial doubt about its ability to continue
as a going concern.  Management's plans in regard to these matters are also
described in Note 7.  The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.  /s/HJ & Associates, LLC  HJ & Associates, LLC Salt Lake City, UT April 14, 2008     17     ATLANTICA, INC. (A Development Stage Company)   Balance Sheets    December 31, 2007



December 31, 2006ASSETSCURRENT
ASSETSCash

$




$
Total
Current Assets







TOTAL
ASSETS

$




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

$
41,125



$
419Accounts
Payable - Related Party


2,328




46,010Interest
Payable







10,986Total
Current Liabilities


43,453




57,415Total
Liabilities


43,453




57,415STOCKHOLDERS'
EQUITY (DEFICIT)Preferred
Stock: 10,000,000 shares authorizedof
$0.0001 par value, no sharesissued
and outstanding







Common
Stock: 50,000,000 shares authorizedof
$0.0001 par value, 2,458,590 sharesissued
and outstanding - See Note 4


246




246Additional
Paid-in Capital  See Note 3 and Note 5


125,456




58,985Accumulated
Deficit prior to development stage


(1,256,700
)



(1,256,700
)Retained
earnings from inception of developmentstage
on January 1, 1997, through December 31, 2007


1,087,545




1,140,054Total
Stockholders' Equity (Deficit)


(43,453)




(57,415
)TOTAL
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

$




$
    The accompanying notes are an integral part
of these financial statements.  18     ATLANTICA, INC. (A Development Stage Company)   Statements of Operations  From Inceptionof DevelopmentFor the


Stage onYear Ended


January 1, 1997December 31,


through2007



2006


December 31, 2007REVENUES



$




$



$
EXPENSESGeneral
and Administrative




50,398




9,462



146,834Interest
Expense




2,111




3,426



118,508Total
Expenses




52,509




12,888



265,342LOSS
BEFORE EXTRAORDINARY ITEMS




(52,509
)



(12,888
)


(265,342
)EXTRAORDINARY
INCOMEGain
on extinguishment of debt













1,352,887NET
INCOME (LOSS)



$
(52,509
)


$
(12,888
)

$
1,087,545BASIC
LOSS PER SHARE



$
(0.02
)


$
(0.00
)WEIGHTED
AVERAGE NUMBEROF
SHARES OUTSTANDING




2,458,590




2,458,590       The accompanying notes are an integral part
of these financial statements.  19    ATLANTICA,
INC. (A Development Stage Company)  Statements of Stockholders' Equity
(Deficit)   Common Shares

Common Stock Amount

Additional Paid-in
Capital

Accumulated DeficitInception of development stage, January 1,
1997
53,590

$
6

$
(6)

$
(1,256,700)Expenses paid on the Company's behalf
-


-


39,957


-Net loss for the year ended December 31,
1997
-


-


-


(93,057)Balance, December 31, 1997
53,590


6


39,951


(1,349,757)March 13, 1998, common stock issued for services
at $0.0001 per share
2,405,000


240


2,165


-Expenses paid on the Company's behalf
-


-


6,856


-Net loss for the year ended December 31,
1998
-


-


-


(62,361)Balance December 31, 1998
2,458,590


246


48,972


(1,412,118)Expenses paid on the Company's behalf
-


-


10,013


-Net Income for the year ended December 31,
1999
-


-


-


1,348,144Balance, December 31, 1999
2,458,590


246


58,985


(63,974)Net loss for the year ended December 31,
2000
-


-


-


(3,651)Balance, December 31, 2000
2,458,590


246


58,985


67,625Net loss for the year ended December 31,
2001
-


-


-


(5,183)Balance, December 31, 2001
2,458,590


246


58,985


(72,808)Net loss for the year ended December 31,
2002
-


-


-


(6,666)Balance, December 31, 2002
2,458,590


246


58,985


(79,474)Net loss for the year ended December 31,
2003
-


-


-


(2,788)Balance, December 31, 2003
2,458,590


246


58,985


(82,262)Net loss for the year ended December 31,
2004
-


-


-


(1,987)Balance, December 31, 2004
2,458,590


246


58,985


(84,249)Net loss for the year ended December 31,
2005
-


-


-


(19,509)Balance, December 31, 2005
2,458,590


246


58,985


(103,758)Net loss for the year ended December 31,
2006
-


-


-


(12,888)Balance, December 31, 2006
2,458,590


246


58,985


(116,646)Expenses paid on the Company's behalf
-


-


66,471


-Net loss for the year ended December 31,
2007
-


-


-


(52,509)Balance, December 31, 2007
2,458,590

$
246

$
125,456

$
(169,155)Accumulated Deficit prior to development
stage








$
(1,256,700)Retained earnings from inception of development
stage

$
1,087,545Accumulated deficit

$
(169,155)        The accompanying notes are an integral part
of these financial statements.  20    ATLANTICA,
INC. (A Development Stage Company)  Statements of Cash Flows   From Inceptionof DevelopmentFor the


Stage onYear Ended


January 1, 1997December 31,


through2007



2006


December 31, 2007CASH
FLOWS FROM OPERATING ACTIVITIESNet
Income (Loss)

$
(52,590
)


$
(12,888
)

$
1,087,545Adjustments
to reconcile net income (loss) to net cashused
by operating activities:Common
stock issued for services











2,405Extinguishment
of debt











(1,352,887
)Changes
in operating assets and liabilities:Increase
in accounts payable andaccounts
payable - related party


50,398




9,462



86,814Increase
in accrued interest


2,111




3,426



119,297Net
Cash Used For Operating Activities











(56,826
)CASH
FLOWS FROM INVESTING ACTIVITIES











CASH
FLOWS FROM FINANCING ACTIVITIESCapital
contributed by shareholder











56,826Net
Cash Provided by Financing Activities











56,826NET
INCREASE (DECREASE) IN CASH











CASH
AT BEGINNING OF PERIOD











CASH
AT END OF PERIOD

$




$



$
CASH
PAID FOR:Interest

$




$



$
Taxes

$




$



$
SCHEDULE
OF NON-CASH FINANCING AND
INVESTING
ACTIVITIESContributions
of related party payables to equity

$
66,471



$



$
66,471   The accompanying notes are an integral part
of these financial statements.  21    ATLANTICA,
INC. (A Development Stage Company)   Notes to Audited Financial
Statements December 31, 2007  NOTE 1 - SUMMARY OF SIGNFICANT ACCOUNTING POLICIES  This summary of significant accounting
policies of Atlantica, Inc. is presented to assist in understanding the
Companys financial statements. The financial statements and notes are
representations of the Companys management, which is responsible for their
integrity and objectivity. These accounting policies conform to accounting
principles generally accepted in the United States of America and have been
consistently applied in the preparation of the financial statements.  a. Organization and Business Activities  The financial statements presented are
those of Atlantica, Inc. (the Company). The Company was incorporated in the
State of Utah on March 3, 1938. The Company name at that time was Red Hills
Mining Company. On February 5, 1953, the Company changed its name to Allied Oil
and Minerals Company. On January 8, 1971, the Company changed its name to
Community Equities Corporation. On March 26, 1996, the Company changed its name
to Atlantica, Inc.  The Company had two subsidiaries; Keys
Equities, Inc. (Keys), a Florida corporation incorporated on July 31, 1996, and
Allied Equities, Inc. (Allied), a Florida corporation incorporated on July 15,
1996. On March 1, 1998, the Company transferred its right, title and interest in
a mining claim in Utah to Allied. The mining claim had a book value of $-0-. On
March 1, 1998, the Company distributed the shares of the two subsidiaries to its
shareholders in a liquidating dividend.  The Company has not engaged in any business
operations since 1990, and it was reclassified as a development stage company as
of January 1, 1997. The Companys only activity since that time has consisted of
taking actions necessary to restore and preserve its good standing in the State
of Utah. The Company presently has no assets. The Company intends to continue to
seek out the acquisition of assets, property or a business that may be
beneficial to the Company and its stockholders. In considering whether to
complete any such acquisition, the Board of Directors will make the final
determination and the approval of stockholders will not be sought unless
required by applicable law, the articles of incorporation or bylaws of the
Company or contract.  b. Accounting Method  The Companys financial statements are
prepared using the accrual method of accounting. The Company has elected a
December 31 year-end.  c. Estimates  The preparations of financial statements in
conformity with accounting principles generally accepted in the United States of
America requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and the reported amounts
of revenues and expenses during the reporting period. Actual results could
differ from those estimates.  d. Cash and Cash Equivalents  The Company considers all highly liquid
investments with original maturities at the date of purchase of three months or
less to be cash equivalents.     22    ATLANTICA,
INC. (A Development Stage Company) Notes to Audited Financial Statements December 31, 2007 e. Income Taxes  The Company utilizes an asset and liability
approach for financial accounting and reporting for income taxes. Deferred
income taxes are provided for temporary differences in the bases of assets and
liabilities as reported for financial statement and income tax purposes.  Due to the change in ownership provisions
of the Tax Reform Act of 1986, net operating loss carry-forwards for Federal
income tax reporting purposes are subject to annual limitations. Should a change
in ownership occur, net operating loss carry-forwards may be limited as to use
in the future.  Deferred income taxes are
provided using the liability method whereby deferred tax assets are recognized
for deductible temporary differences and operating loss and tax credit
carryforwards and deferred tax liabilities are recognized for taxable temporary
differences.  Temporary differences are the differences between the
reported amounts of assets and liabilities and their tax bases.  Deferred
tax assets are reduced by a valuation allowance when, in the opinion of
management, it is more likely than not that some portion or all of the deferred
tax assets will not be realized.  Deferred tax assets and liabilities are
adjusted for the effects of the changes in tax laws and rates of the date of
enactment. When tax returns are filed, it is
highly certain that some positions taken would be sustained upon examination by
the taxing authorities, while others are subject to uncertainty about the merits
of the position taken or the amount of the position that would be ultimately
sustained.  The benefit of a tax position is recognized in the financial
statements in the period during which, based on all available evidence,
management believes it is more likely than not that the position will be
sustained upon examination, including the resolution of appeals or litigation
processes, if any.  Tax positions taken are not offset or aggregated with
other positions.  Tax positions that meet the more-likely-than-not
recognition threshold are measured as the largest amount of tax benefit that is
more than 50 percent likely of being realized upon settlement with the
applicable taxing authority.  The portion of the benefits associated with
tax positions taken that exceeds the amount measured as described above is
reflected as a liability for unrecognized tax benefits in the accompanying
balance sheet along with any associated interest and penalties that would be
payable to the taxing authorities upon examination. Interest and penalties associated with unrecognized tax
benefits are classified as additional income taxes in the statement of
income.  f. Basic Income (Loss) Per Share  The computation of basic income (loss) per
share of common stock is based on the weighted average number of shares
outstanding during the period.  For
the Year Ended December 31, 2007  Income

Shares

Per
Share(Numerator)

(Denominator)

Amount$
(52,509
)
2,458,590

(0.02
)  For
the Year Ended December 31, 2006  Income

Shares

Per
Share(Numerator)

(Denominator)

Amount$
(12,888
)
2,458,590

(0.00
)   23    ATLANTICA,
INC. (A Development Stage Company) Notes to Audited Financial Statements December 31, 2007  g. Revenue Recognition Policy  The Company currently has no source of
revenues. Revenue recognition policies will be determined when principal
operations begin.  h. Recent Accounting Pronouncements  In May 2005, the FASB issued Statement of
Financial Accounting Standards No. 154 Accounting Changes and Error
Corrections, an amendment of APB Opinion 20 and FASB Statement No. 3,which
changes the requirements for accounting for and reporting on a change in
accounting principle.  This statement is effective for accounting changes
and corrections of errors made in fiscal years beginning after December 15,
2005.  We believe that the adoption of SFAS No. 154 will not have a
material impact on our results of operations.  In March 2006, the FASB issued SFAS No. 156
Accounting for Servicing of Financial Assets, an amendment of FASB No. 140,which modifies the accounting for and reporting of servicing asset and
servicing liabilities. This statement is effective as of the beginning of our
first fiscal year that begins after September 15, 2006.  SFAS No. 156 is
not currently applicable to the company and, we believe that the adoption of
SFAS No. 156 will not have a material impact on our results of operations.  In June 2006, the FASB issued Financial
Interpretation No. (FIN) 48, Accounting for Uncertainty in Income Taxes  an
interpretation of FASB Statement 109.  FIN 48 prescribes a recognition
threshold and a measurement attribute for the financial statement recognition
and measurement of a tax position taken or expected to be taken in a tax return.
This interpretation also provides guidance on de-recognition, classification,
interest and penalties, accounting in interim periods, disclosure and
transition.  This interpretation is effective for fiscal years beginning
after December 15, 2006.  We have noted that the Company has one item that
would be subject to FIN 48, in that the Company has yet to file past tax
returns.  The Company is working with the accounting firm to have all
returns filed no later than the end of the second quarter.  We believe that
the adoption of FIN 48 will not have a material impact on our results of
operations due to the ongoing net losses incurred by the Company, which will
offset any taxable income that may arise.  In September 2006, the FASB issued SFAS No.
157, Fair Value Measurements, that provides guidance for using fair
value to measure assets and liabilities.  Under SFAS 157, fair value refers
to the price that would be received to sell an asset or paid to transfer a
liability in an orderly transaction between market participants in the market in
which the reporting entity transacts.  SFAS 157 establishes a fair value
hierarchy that prioritizes the information used to develop the assumptions that
market participants would use when pricing the asset or liability.  The
fair value hierarchy gives the highest priority to quoted prices in active
markets and the lowest priority to unobservable data.  In addition, SFAS
157 requires that fair value measurements be separately disclosed by level
within the fair value hierarchy.  This standard will be effective for
financial statements issued for fiscal periods beginning after November 15, 2007
and interim periods within those fiscal years. The Company is currently
evaluating the impact of applying the various provisions of SFAS 157.  In February 2007, the FASB issued SFAS
No. 159, The Fair Value Option for Financial Assets and Liabilities (SFAS
159). SFAS 159 permits entities to choose to measure many financial instruments
and certain other items at fair value that are not currently required to be
measured at fair value. SFAS 159 also establishes presentation and disclosure
requirements designed to facilitate comparisons between entities that choose
different measurement attributes for similar types of assets and liabilities.
SFAS 159 is effective as of the beginning of an entitys first fiscal year that
begins after November 15, 2007. We are currently evaluating the impact the
adoption of SFAS 159 may have on our financial statements.   24    ATLANTICA,
INC. (A Development Stage Company) Notes to Audited Financial Statements December 31, 2007  NOTE 2 - INCOME TAXES  Deferred taxes are provided on a liability
method whereby deferred tax assets are recognized for deductible temporary
differences and operating loss and tax credit carryforwards and deferred tax
liabilities are recognized for taxable temporary differences. Temporary
differences are the differences between the reported amounts of assets and
liabilities and their tax bases. Deferred tax assets are reduced by a valuation
allowance when, in the opinion of management, it is more likely that some
portion or all of the deferred tax assets will not be realized. Deferred tax
assets and liabilities are adjusted for the effects of changes in tax laws and
rates on the date of enactment.  Net deferred tax assets consist of the
following components as of December 31, 2007 and 2006:  2007

2006Deferred
tax assetsNOL
Carryforward

$
20,375

$
44,300Related
Party Accruals


1,234


4,285Deferred
tax liabilitiesValuation
allowance


(21,609
)

(48,585
)Net
deferred tax asset

$


$
  The valuation allowance decreased by $26,976 from $48,585
to $21,609 during the year ended December 31, 2007.  The income tax provision differs from the
amount of income tax determined by applying the U.S. federal and state income
tax rate of 39% to pretax income from continuing operations for the years ended
December 31, 2007 and 2006 due to the following:  2007

2006Book
Income

$
(20,479
)
$
(5,026
)Accrued
Expenses-Related


4,285


-Other


-


(40
)NOL
Limitation


43,170


-Change
in Valuation allowance


(29,976)


5,066$


$
  At December 31, 2007, the Company had net
operating loss carryforwards of approximately $52,244 that may be offset against
future taxable income from the year 2007 through 2027. No tax benefit has been
reported in the December 31, 2007 financial statements since the potential tax
benefit is offset by a valuation allowance of the same amount.  Due to the change in majority ownership
that occurred under the Stock Purchase Agreement on June 29, 2007, described
under Note 6  Change in Control of Issuer below, net operating loss
carryforwards for Federal income tax reporting purposes are subject to annual
limitations under provisions of the Tax Reform Act of 1986.  The net
operating loss carryforwards and the resulting deferred tax asset as of December
31, 2007 have been adjusted to reflect the limitations imposed.   25    ATLANTICA,
INC. (A Development Stage Company) Notes to Audited Financial Statements December 31, 2007  NOTE 2 - INCOME TAXES (Continued  The Company or one of its
subsidiaries files income tax returns in the U.S. federal jurisdiction, and the
 state of Utah jurisdiction.  With few exceptions, the Company is no
longer subject to U.S. federal, state and local, or non-U.S. income tax
examinations by tax authorities for years before 2002. The Company adopted the
provisions of FASB Interpretation No. 48, Accounting for Uncertainty in
Income Taxes, on January 1, 2007.  As a result of the implementation of
Interpretation 48, the Company recognized approximately a $0 increase in the
liability for unrecognized tax benefits.  A reconciliation of the beginning
and ending amount of unrecognized tax benefits is as follows: Balance
at January 1, 2007
$
             -Additions
based on tax positions related to the current year
-Additions
for tax positions of prior years
-Reductions
for tax positions of prior years
(-)Settlements
(-)Balance
at December 31, 2007
$
             -  Included in the balance at
December 31, 2007, are $0 of tax positions for which the ultimate deductibility
is highly certain but for which there is uncertainty about the timing of such
deductibility.  Because of the impact of deferred tax accounting, other
than interest and penalties, the disallowance of the shorter deductibility
period would not affect the annual effective tax rate but would accelerate the
payment of cash to the taxing authority to an earlier period. The Company recognizes interest accrued related to
unrecognized tax benefits in interest expense and penalties in operating
expenses.  During the years ended December 31, 2007, 2006, and 2005, the
Company recognized no in interest and penalties.  The Company had no
payments of interest and penalties accrued at December 31, 2007, and 2006,
respectively.  NOTE 3 - GAIN ON EXTINGUISHMENT OF DEBT  In 1990, the Company signed as a guarantor
of a mortgage. The primary mortgager has defaulted on the loan so the Company
recorded the liability on its books.  On February 18, 1999, the Company entered
into negotiations with the City of Miami for a settlement agreement which would
release the Company from the mortgage payable. Under the terms of the agreement,
the City of Miami agreed to execute and deliver to the Company a release of
lien. In return, a shareholder of the Company paid the City of Miami $10,010 and
transferred to the City 25,000 shares of the Companys common stock owned
personally by the shareholder.  As a result of the settlement, the Company
recorded a gain on the extinguishment of debt totaling $1,352,887 ($885,000
principal and $477,900 accrued interest minus $10,013 for cash and common stock
paid) for the year ended December 31, 1999. In addition, contributed capital of
$10,013 was recorded which represented the cash paid by the shareholder to the
City of Miami and the value of the 25,000 shares transferred.   26    ATLANTICA,
INC. (A Development Stage Company) Notes to Audited Financial Statements December 31, 2007  NOTE 4 - COMMON STOCK  On March 13, 1998, the Company approved a
one-for-20 (1:20) reverse stock split. After the split, the Company had
authorized 25,000,000 shares and changed the par value from $0.01 to $0.0001. On
this same date, 24,050,000 shares were issued to the directors of the Company
for services rendered, valued at $0.0001 per share. The stock split is reflected
on a retroactive basis.  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 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, which became effective on February 15, 2007. The stock split is
reflected on a retroactive basis.  NOTE 5 - RELATED PARTY TRANSACTIONS  Expenses incurred by the Company for legal
and filing fees were paid out-of- pocket by a related party. On May 11, 1998,
the shareholders of the Company completed a quasi-reorganization whereby the
accumulated deficit of the Company was offset against paid-in capital to the
extent possible. The quasi- reorganization has been reflected on a retroactive
basis.  Expenses paid during the years ended
December 31, 1999, 1998 and 1997 were paid by the Companys President and were
recorded as additional paid-in capital. Expenses during the year ended December
31, 2006, 2005, 2004, 2003, 2002, 2001 and 2000 were paid by certain related
parties and recorded as loans to shareholders totaling $46,010 at December 31,
2006.  In conjunction with the closing of the transactions under the Stock
Purchase Agreement entered into on June 29, 2007, described under Note 6 
Change in Control of Issuer below, all such loans, along with an additional
$6,945 of expenses of paid by certain related parties during the year ended
December 31, 2007 and recorded as loans to shareholders, plus the Companys
other related party payables, all of which totaled $66,471 in the aggregate,
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.  Other expenses during the year ended December 31, 2007
were paid by certain related parties and recorded as loans to shareholders
totaling $1,275 at December 31, 2007.  NOTE 6  CHANGE IN CONTROL OF
ISSUER 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 (the Acquired Shares), 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 Purchase
Agreement, $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.  27    ATLANTICA,
INC. (A Development Stage Company) Notes to Unaudited Financial Statements December 31, 2007  NOTE 6  CHANGE IN CONTROL OF ISSUER (
Continued) 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 future acquisition by
the Company, within the five-year period following June 29, 2007 (the
Acquisition Period), of one or more companies having a combined enterprise
value of at least $10 million (a Threshold Acquisition), the Escrow Shares
will reset, at that time, to a number of newly-issued shares of the Companys
Common Stock that will 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 a Threshold Acquisition does not occur within the Acquisition
Period, all of the Escrow Shares will be released to the Sellers without any
reissuance or adjustment in their amount.  Also, pursuant to the Reset
Agreement, in the event that, at any time during the period commencing on June
29, 2007 and ending on the earlier of (i) the second anniversary of a Threshold
Acquisition that occurs within the Acquisition Period or (ii) June 29, 2012 (the
Registration Right Period), the Company proposes to register any of the
Acquired Shares then held by Richland, Gordon & Company or any of its
affiliates (which would currently include the Purchaser), the Sellers
Representative has the right, exercisable on one occasion during the
Registration Right Period, to require the Company to use its commercially
reasonable efforts to also register the Escrow Shares and the other shares of
the Companys common stock that were held by the Sellers on June 29, 2007,
subject to the terms and conditions contained in the Reset Agreement.  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 III, Item
13.  NOTE 7 - GOING CONCERN  The Companys financial statements are
prepared using accounting principles generally accepted in the United States of
America applicable to a going concern which contemplates
the realization of assets and liquidation of liabilities in the normal course of
business. The Company has not established revenues sufficient to cover its
operation costs. The Company is seeking the acquisition of, or merger with, an
existing operating company.   The Company is relying on its principal
shareholder to pay all of our operating and other expenses until we can complete
a reorganization or merger. While the Company's principal stockholder currently
pays the Company's limited operating and other expenses, on the Company's
behalf, that principal stockholder is not obligated to pay any of those expenses
and the Company can provide no assurance that such stockholder will continue to
pay any of those expenses in the future. This stockholder paid a total of $1,275
in expenses for the Company in the year ended December 31, 2007.    28    Item 8.
Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure  None; Not applicable.   Item 8(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
Annual Report, we carried out an evaluation, under the supervision and with the
participation of our President and Chief Financial Officer, of the effectiveness
of our disclosure controls and procedures. Based on this evaluation, our
President and Chief Financial Officer 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
President 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 Chief Financial Officer have concluded that our
disclosure controls 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, and
there have been no significant 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.  Evaluation of Disclosure Controls and
Procedures.Our
management, with the participation of our President and Chief Financial Officer,
evaluated the effectiveness of our disclosure controls and procedures as of the
end of the period covered by this report. Based on that evaluation, our
President and Chief Financial Officer concluded that our disclosure controls and
procedures, as of the end of the period covered by this report, were effective
such that the information required to be disclosed by us in reports filed under
the Exchange Act is (i) recorded, processed, summarized and reported within
the time periods specified in the Securities and Exchange Commissions rules and
forms and (ii) accumulated and communicated to our management, including
our President and Chief Financial Officer, as appropriate to allow timely
decisions regarding disclosure. A controls system cannot provide absolute
assurance, however, that the objectives of the controls system are met, and no
evaluation of controls can provide absolute assurance that all control issues
and instances of fraud, if any, within a company have been detected.   Managements Annual Report on Internal
Control over Financial Reporting.Our management is responsible for
establishing and maintaining adequate internal control over financial reporting
(as defined in Rule 13a-15(f) under the Exchange Act). Our internal control
over financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of
financial statements for external purposes of accounting principles generally
accepted in the United States.   Because of its inherent limitations, internal
control over financial reporting may not prevent or detect misstatements.
Therefore, even those systems determined to be effective can provide only
reasonable assurance of achieving their control objectives.   Our
management, with the participation of our President and Chief Financial Officer,
evaluated the effectiveness of our internal control over financial reporting as
of December 31, 2007.  In making this assessment, our management used
the criteria set forth by the Committee of Sponsoring Organizations of the
Treadway Commission (COSO) in Internal Control - Integrated Framework.
 Based on this evaluation, our management, with the participation of our
President and Chief Financial Officer, concluded that, as of December 31, 2007,
our internal control over financial reporting was effective.  Changes in internal control over
financial reporting  There have been no changes in internal
control over financial reporting.   29    Item 8(b).
Other Information  None.   PART III   Item 9. Directors, Executive
Officers, Promoters, Control Persons and Corporate Governance; Compliance with
Section 16(a) of the Exchange Act.   Identification of Directors and Executive
Officers  The following table sets forth the names of
all current directors and executive officers of the Company. These persons will
serve until the next annual meeting of the stockholders or until their
successors are elected or appointed and qualified, or their prior resignation or
termination.  Name

Held

Designation

or ResignationAlan D. Gordon

President and
Chief Executive Officer

6/29/07

*Director

7/16/07

*Shelley Goff

Secretary

11/30/04

*Director

11/30/04

7/16/07Chief Financial Officer

6/29/07

*Frederick G. Pierce, II

Director

7/16/07

*Richard F. Strup

Director

7/16/07

*Duane S. Jenson

President

11/30/04

6/29/07Director

11/30/04

7/16/07Terry Jenson

Vice President

11/30/04

6/29/07Director

11/30/04

7/16/07  * These persons presently serve in the
capacities indicated.  Business Experience  Alan D. Gordon.Mr. Gordon is 52 years of
age.  Mr. Gordon has served as the Chairman and Chief Executive Officer of
Richland, Gordon & Company, a private investment firm, since 1983.  Shelley Goff, Secretary and
director, is 47 years of age. Ms. Goff graduated from the University of
Utah in 1992 with a B.S. in Finance. Ms. Goff has been the sole proprietor
of The Financial Organizer since 1990 and prepares documents for filing with the
Securities and Exchange Commission for public companies on EDGAR.  Frederick G. Pierce, II.Mr. Pierce is 53
years of age.  Mr. Pierce has been a private investor in real estate and
private equity for the past five years.   Richard F. Strup.Mr. Strup is 55 years of
age.  Mr. Strup has served as the Executive Vice President, Corporate
Strategy of Reyes Holdings since 2003 and from 1999 to 2003, he served as both
the Managing Director of Miller International and as the Senior Vice President
of Corporate Strategy for Miller Brewing Co.  Significant Employees  The Company has no employees who are not
executive officers, but who are expected to make a significant contribution to
the Companys business.  Family Relationships  None.  30    Involvement
in Certain Legal Proceedings  Except as stated above, during the past
five years, no director, person nominated to become a director, executive
officer, promoter or control person of the Company:  (1) was a general partner or executive
officer of any business against which any bankruptcy petition was filed, either
at the time of the bankruptcy or two years prior to that time;  (2) was convicted in a criminal proceeding
or named subject to a pending criminal proceeding (excluding traffic violations
and other minor offenses);  (3) was subject to any order, judgment or
decree, not subsequently reversed, suspended or vacated, of any court of
competent jurisdiction, permanently or temporarily enjoining, barring,
suspending or otherwise limiting his involvement in any type of business,
securities or banking activities; or  (4) was found by a court of competent
jurisdiction (in a civil action), the Securities and Exchange Commission or the
Commodity Futures Trading Commission to have violated a federal or state
securities or commodities law, and the judgment has not been reversed, suspended
or vacated.  Compliance with Section 16(a) of the
Exchange Act  Section 16(a) Beneficial Ownership Reporting
Compliance  Section 16(a) of the Securities Exchange Act of 1934, as
amended (the Exchange Act), requires the Company's officers and directors, and
persons who own more than 10% of the Company's Common Stock, to file reports of
ownership and changes in ownership of the Company's Common Stock with the
Securities and Exchange Commission. Based on a review of the copies of such
reports, the Company believes that, during the fiscal year ending December 31,
2007, its executive officers, directors and greater than ten percent
stockholders filed on a timely basis all reports due under Section 16(a) of the
Exchange Act, with the following exceptions:  (i) Frederick G. Pierce II, a
director of the Company, and Richard F. Strup, a director of the Company, each
inadvertently filed late their  Form 3, reporting their initial holdings of
the Companys common stock upon becoming a director of the Company on July 16,
2007, and (ii) Alan D. Gordon, the President and Chief Executive Officer and a
director of the Company, inadvertently filed late an amendment to his Form 3,
reporting his holdings of the Companys common stock upon becoming a director of
the Company on July 16, 2007.  Code of Ethics  The Company adopted a Code of Ethics that
was filed as an exhibit 14 to our Annual Report for the year ended December 31,
2001 and is incorporated herein by reference. See Item 13 of this report.  Corporate Governance  Nominating Committee  There are no established committees because
there are currently no material operations.  Audit Committee  There are no established committees because
there are currently no material operations.  Audit Committee Financial Expert   The Company does not currently have a
financial expert serving on an audit committee as one does not currently exist
because there are currently no material operations.   31    Item 10.
Executive Compensation  The following table sets forth the
aggregate compensation paid by the Company for services rendered during the
periods indicated:  SUMMARY COMPENSATION TABLE  Name and Principle Position
Year
Salary
($)
Bonus
($)
Stock Awards
($)
Option Awards
($)
Non-
Equity
Incentive
Plan
Compen-sation
Earnings
($)
Change in Pension Value and Nonqual-ified Deferred
Compen-sation Earnings ($)
All
Other
Compen-
sation
($)
Total Compen-sations
($)(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
(i)
(j)Duane S.
Jenson
12/31/07
0
0
0
0
0
0
0
0President
12/31/06
0
0
0
0
0
0
0
0Director
12/31/05
0
0
0
0
0
0
0
0Terry
Jenson
12/31/07
0
0
0
0
0
0
0
0Vice
President
12/31/06
0
0
0
0
0
0
0
0Director
12/31/05
0
0
0
0
0
0
0
0Shelley
Goff
12/31/07
0
0
0
0
0
0
0
0Secretary
12/31/06
0
0
0
0
0
0
0
0Director
12/31/05
0
0
0
0
0
0
0
0Alan D.
Gordon
12/31/07
0
0
0
0
0
0
0
0President and
Chief Executive Officer, DirectorFrederick G.
Pierce, II
12/31/07
0
0
0
0
0
0
0
0DirectorRichard F.
Strup
12/31/07
0
0
0
0
0
0
0
0Director  No cash compensation, deferred compensation
or long-term incentive plan awards were issued or granted to our Companys
management during the calendar year ended December 31, 2007. Further, no member
of our Companys management has been granted any option or stock appreciation
rights; accordingly, no tables relating to such items have been included within
this Item.  Outstanding Equity Awards  None, not applicable.  Compensation of Directors  There are no standard arrangements pursuant
to which our Companys directors are compensated for any services provided as
director. No additional amounts are payable to our Companys directors for
committee participation or special assignments.    32    Item 11.
Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters   Security Ownership of Certain Beneficial
Owners  The following table sets forth the
shareholdings of those persons who own more than five percent of our Companys
common stock as of December 31, 2007 and to the date hereof:  Ownership of Principal
Shareholders  Directors and Named
Executive Officers


Number of
Shares ofCommon Stock

Percent of
Sharesof CommonStock (1)Alan
D. Gordon, President and Chief Executive Officer(2)


1,966,872
(2)


80.0%Thomas
Howells


152,614



6.2%Travis
Jenson


152,614



6.2%  (1) For purposes of this calculation, the
number of shares of common stock outstanding is 2,458,590.  (2) Includes 1,966,872 shares owned by
Mirabella Holdings, LLC, a Delaware limited liability company owned by the Alan
D. Gordon GS Trust.  Mr. Gordon is the trustee of the Alan D. Gordon GS
Trust and in such capacity may be deemed to have voting and dispositive power
over the shares owned by Mirabella Holdings, LLC.  Security Ownership of Management  The following table sets forth the share
holdings of our Companys directors and executive officers as of December 31,
2007 and to the date hereof:  Ownership of Management Directors and Named
Executive Officers


Number of
Shares ofCommon Stock

Percent of
Sharesof CommonStock (1)Alan
D. Gordon, President and Chief Executive Officer, Director(2)


1,966,872
(2)


80.0%Shelley Goff, Director, Chief Financial Officer and
Secretary


0



0.0%Fredrick G. Pierce II, Director


0



0.0%Richard F. Strup, Director


0



0.0%All
current directors and executive officers as a group (4 persons)


1,966,872



80.0%  (1) For purposes of this calculation, the
number of shares of common stock outstanding was 2,458,590. (2) Includes 1,966,872 shares owned by
Mirabella Holdings, LLC, a Delaware limited liability company owned by the Alan
D. Gordon GS Trust.  Mr. Gordon is the trustee of the Alan D. Gordon GS
Trust and in such capacity may be deemed to have voting and dispositive power
over the shares owned by Mirabella Holdings, LLC.  Changes in Control  There are no additional present
arrangements or pledges of the Companys securities which may result in a change
in control of the Company.  33     Securities Authorized for Issuance under Equity
Compensation Plans  None, not applicable.   Item 12. Certain Relationships and
Related Transactions  Transactions with Related Persons 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 (the Acquired Shares), 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 Purchase
Agreement, $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 future acquisition by
the Company, within the five-year period following June 29, 2007 (the
Acquisition Period), of one or more companies having a combined enterprise
value of at least $10 million (a Threshold Acquisition), the Escrow Shares
will reset, at that time, to a number of newly-issued shares of the Companys
Common Stock that will 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 a Threshold Acquisition does not occur within the Acquisition
Period, all of the Escrow Shares will be released to the Sellers without any
reissuance or adjustment in their amount.  Also, pursuant to the Reset
Agreement, in the event that, at any time during the period commencing on June
29, 2007 and ending on the earlier of (i) the second anniversary of a Threshold
Acquisition that occurs within the Acquisition Period or (ii) June 29, 2012 (the
Registration Right Period), the Company proposes to register any of the
Acquired Shares then held by Richland, Gordon & Company or any of its
affiliates (which would currently include the Purchaser), the Sellers
Representative has the right, exercisable on one occasion during the
Registration Right Period, to require the Company to use its commercially
reasonable efforts to also register the Escrow Shares and the other shares of
the Companys common stock that were held by the Sellers on June 29, 2007,
subject to the terms and conditions contained in the Reset Agreement.  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 III, Item
13.  Other than the transactions pursuant to the
Stock Purchase Agreement, the Escrow Agreement and the Reset Agreement, there
were no other material transactions, or series of similar transactions, during
our Companys last fiscal year, or any currently proposed transactions, or
series of similar transactions, to which our Company or any of our subsidiaries
was or is to be a party, in which the amount involved exceeded the lesser of
$120,000 or one percent of the average of the small business issuers total
assets at year-end for the last three completed fiscal years and in which any
director, executive officer or any security holder who is known to us to own of
record or beneficially more than five percent of any class of our common stock,
or any member of the immediate family of any of the foregoing persons, had an
interest.   34    Parents of
the Issuer  There are no parents of the Issuer.  Transactions with Promoters and Control
Persons  There were no material transactions, or
series of similar transactions, during our Companys last five fiscal years, or
any currently proposed transactions, or series of similar transactions, to which
we or any of our subsidiaries was or is to be a party, in which the amount
involved exceeded $60,000 and in which any promoter or founder of ours or any
member of the immediate family of any of the foregoing persons, had an interest.   Item 13. Exhibits  Exhibits  Exhibit No. Description of Exhibits  2.1 Stock Purchase Agreement, dated as
of June 29, 2007, among Mirabella Holdings, LLC, Duane S. Jenson, Travis T.
Jenson, Thomas J. Howells, Leonard W. Burningham, and Leonard W. Burningham, as
the representative of the sellers thereunder (incorporated by reference to
Exhibit 10.1 to the Companys Form 8-K report, filed on July 3, 2007).  3.1 Articles of Incorporation of the
Company (incorporated herein by reference to Exhibits 99.B and 99.C to the
Companys Form 10-SB Registration Statement, filed on June 3, 1998, as
amended).  3.2 Amended Articles of Incorporation of
the Company (incorporated by reference to the Companys DEF 14C Definitive
Information Statement, filed on or about December 27, 2006).  3.3 By-Laws of the Company (incorporated
by reference to Exhibit 3 of the Companys Form 10-KSB Annual Report for the
year ended December 31, 2001, filed on June 28, 2005).  10.1 Escrow Agreement, dated as of June
29, 2007, among Mirabella Holdings, LLC, Leonard W. Burningham, as the
representative of the sellers and the escrow agent thereunder
 (incorporated by reference to Exhibit 10.2 to the Companys Form 8-K
report, filed on July 3, 2007).  10.2 Share Escrow and Reset Agreement,
dated as of June 29, 2007, among Mirabella Holdings, LLC, Duane S. Jenson,
Travis T. Jenson, Thomas J. Howells, Leonard W. Burningham, Leonard W.
Burningham, as the representative of the sellers, the Company  and the
escrow agent thereunder  (incorporated by reference to Exhibit 10.3 to the
Companys Form 8-K report, filed on July 3, 2007).  14 Code of Ethics of the Company
(incorporated by reference to Exhibit 14 of the Companys Form 10-KSB Annual
Report for the year ended December 31, 2001, filed on June 28, 2005).  31.1* Certification of Alan D. Gordon, the
Companys President and Chief Executive Officer, pursuant to section 302 of the
Sarbanes-Oxley Act of 2002.  31.2* Certification of Shelley Goff, the
Companys Secretary and Chief Financial Officer, pursuant to section 302 of the
Sarbanes-Oxley Act of 2002.  35     32* Certification of Alan D. Gordon and
Shelley Goff pursuant to section 906 of the Sarbanes-Oxley Act of 2002.  Form 8-K as filed on January 9, 2006 (previously filed
and incorporated herein by reference).  Schedule 14F-1 filed on July 3, 2007 (previously filed
and incorporated herein by reference).  Numbers with (*) indicate exhibits that are filed
herewith.    Item 14. Principal Accounting Fees
and Services  The following is a summary of the fees
billed to the Company by its principal accountants during the fiscal years ended
December 31, 2007, and 2006:  Fee
Category




2007




2006Audit
Fees



$

10,700



$

8,500Audit-related
Fees



$

0



$

0Tax
Fees



$

0



$

0All
Other Fees



$

0



$

0Total
Fees



$

10,700



$

8,500  Audit Fees - Consists of fees for
professional services rendered by our principal accountants for the audit of the
Companys annual financial statements and review of the financial statements
included in the Companys Forms 10-QSB or services that are normally provided by
our principal accountants in connection with statutory and regulatory filings or
engagements.  Audit-related Fees - Consists of fees for
assurance and related services by our principal accountants that are reasonably
related to the performance of the audit or review of the Companys financial
statements and are not reported under Audit fees.  Tax Fees - Consists of fees for
professional services rendered by our principal accountants for tax compliance,
tax advice and tax planning.  All Other Fees - Consists of fees for
products and services provided by our principal accountants, other than the
services reported under Audit fees, Audit-related fees, and Tax fees
above.  Policy on Audit Committee Pre-Approval of Audit and
Permissible Non-Audit Services of Independent Auditors  The Company has not adopted an Audit
Committee; therefore, there is no Audit Committee policy in this regard.
However, the Company does require approval in advance of the performance of
professional services to be provided to the Company by its principal accountant.
Additionally, all services rendered by our principal accountant are performed
pursuant to a written engagement letter between us and the principal accountant.    36    SIGNATURES  In accordance with Section 13 or 15(d) of
the Securities Exchange Act, the Company caused this Report to be signed on its
behalf by the undersigned, thereunto duly authorized.  ATLANTICA, INC.  Date:
May 15, 2008

By:
/s/Alan D. GordonAlan D. Gordon, President, Chief Executive
Officer and Director     37