UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549  FORM
10-K  [X] ANNUAL REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the fiscal year ended:  December
31, 2008 or  [ ] TRANSITION REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the transition period from
                 to  Commission File Number:  000-24379  ATLANTICA, INC. (Exact Name of registrant as specified in
its Charter)  Utah
43-0976473(State or
other Jurisdiction of Incorporation or organization)
(I.R.S. Employer Identification
No.)  c/o Richland, Gordon & Company 9330 Sears Tower 233 S. Wacker Drive Chicago, Illinois 60606 (Address of Principal Executive
Offices)  (312) 382-9330 (Registrants Telephone Number, including
area code)  Securities registered pursuant to Section
12(b) of the Act: None  Securities registered pursuant to Section
12(g) of the Act: Common Stock, par value $0.0001  Indicate by check mark if the Registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities Act. Yes
[  ] No [X]  Indicate by check mark if the Registrant is not required
to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes [
 ]   No [X]  Indicate by check mark whether the
Registrant (1) has filed all reports required to be filed by Section 13 or 15(d)
of the Exchange Act during the preceding 12 months (or for such shorter period
that the Registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days. (1) Yes [X] No [  ]
    (2) Yes [X] No [  ]  Indicate by check mark if disclosure of
delinquent filers pursuant to item 405 of Regulation S-K is not contained
herein, and will not be contained, to the best of Registrants knowledge, in
definitive proxy or information statements incorporated by reference in Part IV
of this Form 10-K or any amendment to this Form 10-K. [X]   1   Indicate by
check mark whether the Registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer or a smaller reporting company: Large accelerated
filer       [   ]
Accelerated filed
                
    [   ]Non-accelerated
filer         [ 
 ]
Smaller reporting
company     [X]  Indicate by check mark whether the
Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
 Yes [X] No [  ]  Aggregate Market Value of Non-Voting
Common Stock Held by Non-Affiliates  State the aggregate market value of the
voting and non-voting common stock held by non-affiliates computed by reference
to the price at which the common stock was last sold, or the average bid and
asked price of such common stock, as of the last business day of the
Registrants most recently completed second quarter.  The market value of the voting and
non-voting common stock is $49.17, based on 491,718 shares held by
non-affiliates at the par value of $0.0001 per share on June 30, 2008.  Due
to the extremely limited trading market for the Registrants common stock, these
shares have been arbitrarily valued at par value of $0.0001 per share.  Applicable Only to Registrants Involved
in Bankruptcy Proceedings During the Preceding Five Years  Not applicable.  Outstanding Shares  As of April 15, 2009, the Registrant had
2,458,590 shares of common stock and no shares of preferred stock
outstanding.  Documents Incorporated by
Reference  See Part IV, Item
15.  PART I  FORWARD LOOKING STATEMENTS  In this Annual Report, references to Atlantica, Inc.,
Atlantica, the Company, we, us, our and words of similar import refer
to Atlantica, Inc., the Registrant.  This Annual Report contains certain forward-looking
statements, and for this purpose, any statements contained in this Annual Report
that are not statements of historical fact may be deemed to be forward-looking
statements. Without limiting the foregoing, words such as may, will,
expect, believe, anticipate, estimate or continue or comparable
terminology are intended to identify forward-looking statements.  These
statements by their nature involve substantial risks and uncertainties, and
actual results may differ materially depending on a variety of factors, many of
which are not within our control.  These factors include but are not
limited to economic conditions generally and in the markets in which we may
participate, competition within our chosen industry, technological advances and
failure by us to successfully develop business relationships.  ITEM 1.  BUSINESS  Business Development  Our Company 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 were also
directors.  A copy of our Bylaws was attached to our
Annual Report for the year ended December 31, 2001, and is incorporated herein
by reference. See Part IV, Item 15.  A copy of our Articles of Incorporation, as
amended, was attached to our initial Registration Statement on Form 10-SB and is
incorporated herein by reference. See Part IV, Item 15.  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 IV, Item 15, 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 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.  3    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 IV, Item 15 of this Report.  Description of Business  We are currently seeking potential assets, property or
businesses to acquire, in a business combination, by reorganization, merger or
acquisition.  We have had no material business operations since March 7,
1997.  Our 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 operations through funding and/or the acquisition or business
combination with a going concern engaged in any industry selected.  We
are unable to predict the time as to when and if we may actually participate in
any specific business endeavor, and we will be unable to do so until we
determine any particular industry in which we may conduct business
operations.  We are not currently engaged in any substantive business
activity except the search for potential assets, property or businesses to
acquire, and we have no current plans to engage in any other activity in the
foreseeable future unless and until we complete any such acquisition.  In
our present form, we are deemed to be a shell company seeking to acquire or
merge with a business or company.  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 may include all lawful
businesses.  We recognize that the number of suitable potential business
ventures that may be available to us will be extremely limited, and may be
restricted to businesses or entities that desire to become a publicly-held
company while avoiding what many may deem to be the adverse factors related to
an initial public offering (IPO) as a method of going public.  The most
prevalent of these factors include the substantial time requirements, legal and
accounting costs, the inability to obtain an underwriter who is willing to
publicly offer and sell securities on behalf of the particular entity, the lack
of or the inability to obtain the required financial statements for such an
undertaking, state limitations on the amount of dilution to public investors in
comparison to the stockholders of any such entity, along with other conditions
or requirements imposed by various federal and state securities laws, rules and
regulations and federal and state agencies that implement them.  Amendments to SEC Form 8-K 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 Registration Statement with the SEC, along with required
audited, interim and proforma financial statements, within four business days of
the closing of any such transaction (Item 5.01(a)(8) of Form 8-K); and the
recent amendments to Rule 144 (Rule 144) of the Securities
Act of 1933, as amended (the Securities Act) adopted by the SEC that were
effective on February 15, 2008, that limit the resale of most securities of
shell companies until 12 months after the filing of such information (the Form
10 Information), may eliminate many of the perceived advantages of going public
transactions with shell companies.  These types of transactions are
customarily referred to as reverse reorganizations or mergers in which the
acquired companys stockholders become the controlling stockholders in the
acquiring company and the acquiring company becomes the successor to the
business operations of the acquired company.  Regulations governing shell
companies also deny the use of SEC Form S-8 for the registration of securities
and limit the use of SEC Form S-8 to a reorganized shell company until  4   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 instances, 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 SEC to complete
any such reorganization, and incurring the time and expenses that are normally
avoided by reverse reorganizations or mergers.  Recent amendments to Rule 144, adopted by the SEC and
effective on February 15, 2008, codify the SECs prior position limiting the
tradeability of certain securities of shell companies, including those issued by
us in any business combination, and further limit the tradeability of additional
securities of shell companies; these proposals will further restrict the
availability of opportunities for us to acquire any business or enterprise that
desires to utilize us as a means of going public.  See the heading
in Rule 144 Part II, Item 5, for a discussion of the general requirements
of Rule 144 and the limitations of Rule 144 with respect to shell companies.  Any of these types of business combination 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% or more
of our outstanding voting securities; accordingly, investments in the private
enterprise, if available, would be much more favorable than any investment in
us.  Management intends to consider a number of factors prior
to making any decision 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 business or entitys management and personnel; the anticipated
acceptability of any new products or marketing concepts that any such business
or company may have; the merits of any such businesss or companys technology
or intellectual property; the present financial condition, projected growth
potential and available technical, financial and managerial resources; working
capital, history of operations and future prospects; the nature of present and
expected competition; the quality and experience of any such businesss or
companys management services and the depth of management; the business or the
companys potential for further research, development or exploration; risk
factors specifically related to the businesss or companys operations; the
potential for growth, expansion and profit; the perceived public recognition or
acceptance of products, or services offered and trademarks and name
identification; and numerous other factors that are difficult, if not
impossible, to properly or accurately quantify or analyze, let alone describe or
identify, without referring to specific objective criteria of an identified
business or company.  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 business will be unproven and cannot be
predicted with any certainty.  Our management will attempt to meet personally with
management and key personnel of any entity providing a potential business
opportunity for us, visit and inspect material facilities, obtain independent
analysis or verification of information provided and gathered, check references
of material 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 and limited capital, these
activities may be limited.  We are unable to predict the time as to when and if we
may actually participate in any specific business endeavor or if at all.
 We anticipate 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 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 we eventually
participate. Such persons may include our directors, executive officers and
beneficial owners of our securities or their affiliates.  In this regard, see the description of our management
services agreement with Richland, Gordon & Company contained in Part III,
Item 13 of this Report, and a copy of that agreement included in Part IV, Item
15 of this Report, with respect to, among other things, certain cash fees that
may be payable by us to Richland, Gordon in  5   connection with future
financings and business combinations by us.  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.  Although we currently have no plans to do so, depending
on the nature and extent of services rendered, we may compensate members of our
management in the future for services that they may perform for us.
 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 business combination, management
expects that any such compensation would take the form of an issuance of shares
of our common stock to these persons; this would have the effect of further
diluting the holdings of our other stockholders.  There are presently no
preliminary agreements or understandings between us and members of our
management respecting such compensation.  Any shares issued to members of
our management would be required to be resold under an effective registration
statement filed with the SEC or could not be publicly sold until 12 months after
we file the Form 10 information about the business combination with the SEC as
now required by SEC Form 8-K.  These provisions could further inhibit our
ability to complete any business combination where finders or others who may be
subject to these resale limitations refuse to provide us with any introductions
or to close any such transactions unless they are paid requested fees in cash
rather than our shares or unless we agree to file a registration statement with
the SEC that includes any shares that are to be issued to them, at no cost to
them.  These expenses could limit potential acquisition candidates,
especially those in need of cash resources, and could affect the number of
shares that our stockholders retain following any such transaction, by reason of
the increased expense.  Substantial fees are also often paid in connection with
the completion of all types of business combinations, ranging from a small
amount to as much as $400,000 or more. These fees are usually divided among
promoters or founders or finders, 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 their shares of common stock or as
consideration to them to provide an indemnification for all of our prior
liabilities.  Members of management may also actively negotiate or
otherwise consent to the purchase of all or any portion of their shares of
common stock as a condition to, or in connection with, a proposed business
combination.  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 or shares are
purchased, these requirements may become a factor in negotiations regarding any
business combination with us and, accordingly, may also present a conflict of
interest for such individuals.  Any of these types of fees that are paid in
shares of our common stock will also be subject to the resale limitations
embodied in the recent amendments to Rule 144 that prohibit, among other
requirements, the public resale of these shares until 12 months after the filing
of the Form 10 information with the SEC.  We have no present arrangements
or understandings respecting any of these types of fees or opportunities, other
than pursuant to our management services agreement with Richland, Gordon &
Company.   See the description of our management services agreement with
Richland, Gordon & Company contained in Part III, Item 13 of this Report,
and a copy of that agreement included in Part IV, Item 15 of this Report, with
respect to, among other things, certain cash fees that may be payable by us to
Richland, Gordon in connection with future financings and business combinations
by us.  Competitive Business Conditions and Our Competitive
Position in the Industry and Methods of Competition  Management believes that there are literally thousands of
shell companies engaged in endeavors similar to those engaged in by us; 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 via a reverse
reorganization or merger.  There is no reasonable way to predict our
competitive position or that of any other entity in these endeavors; however,
we, having limited assets and no cash reserves, will no doubt be at a
competitive disadvantage in competing with shell companies that have significant
cash resources and have recent operating histories when compared with our lack
of any substantive operations for many years.  Effect of Existing or Probable Governmental
Regulations on our Business  We are subject to the following regulations of the SEC
and applicable securities laws, rules and regulations:   6   Smaller Reporting Company  We are subject to the reporting requirements of Section
13 of the Securities Exchange Act of 1934, as amended (the Exchange Act), and
subject to the disclosure requirements of Regulation S-K of the SEC, as a
smaller reporting company.  That designation will relieve us of some of
the informational requirements of Regulation S-K applicable to larger companies.  Sarbanes/Oxley Act  We are also subject to the Sarbanes/Oxley Act of 2002.
 The Sarbanes/Oxley Act created 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; management's assessment of our internal controls;
auditor attestation to managements conclusions about internal controls
(anticipated to commence with the December 31, 2009, year end); prohibits
certain insider trading during pension fund blackout periods; requires companies
and auditors to evaluate internal controls and procedures; and establishes a
federal crime of securities fraud, among other provisions. Compliance with the
requirements of the Sarbanes/Oxley Act will substantially increase our legal and
accounting costs.  Exchange Act Reporting
Requirements  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 SEC regarding proxy solicitations,
as outlined in Regulation 14A. Matters submitted to stockholders at special or
annual meetings thereof or pursuant to a written consent will require us 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 SEC 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 SEC Form
10-K and Quarterly Reports on SEC Form 10-Q with the SEC 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 SEC Form 8-K.  Number of Total Employees and Number of Full Time
Employees  We have no employees.  ITEM 1A.  RISK FACTORS  As a smaller reporting company, we are not required to
provide risk factors.  ITEM 2:  PROPERTIES  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  We are not a party to any pending legal proceeding and,
to the knowledge of our management; no federal, state or local governmental
agency is presently contemplating any proceeding against us.  No director,
executive officer or affiliate of ours or owner of record or beneficially of
more than 5% of our common stock is a party adverse to us or has a material
interest adverse to us in any proceeding.  7    ITEM 4:  SUBMISSION OF MATTERS TO A VOTE OF
SECURITY HOLDERS  We have not submitted a matter to a vote of our
shareholders during the fourth quarter of our fiscal year ended December 31,
2008.   PART II   ITEM 5:  MARKET FOR REGISTRANTS COMMON
EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
SECURITIES  Market Information  There is no established trading market for our shares
of common stock. Commencing on or about January 5, 2006, our shares of common
stock were listed on the OTC Bulletin Board of the Financial Industry Regulatory
Authority, Inc. (FINRA) 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.  However, management does not expect any
established trading market to develop in our shares of common stock unless and
until we have material operations. In any event, no assurance can be given that
any market for our common stock will develop or be maintained. If a public
market ever develops in the future, the sale of shares of our common stock that
are deemed to be restricted securities pursuant to Rule 144 by members of
management or others may have a substantial adverse impact on any such market.  Set forth below are the high and low closing bid prices
for our common stock for each quarter of 2008 and 2007. These bid prices were
obtained from Pink Sheets, LLC, formerly known as the National Quotation
Bureau, LLC. All prices listed herein reflect inter-dealer prices, without
retail mark-up, mark-down or commissions and may not represent actual
transactions. Quotations for our common stock only commenced at the end of the
third quarter of 2008.  Closing BidHigh

LowJanuary 1 - March 31, 2007

.40

.40April 1 - June 30, 2007

.40

.40July 1 - September 30, 2007

.40

.40October 1 - December 31, 2007

.40

.40January 1 - March 31, 2008

.40

.40April 1 - June 30, 2008

.40

.40July 1 - September 30, 2008

.40

.40October 1 - December 31, 2008

.40

.40  Rule 144  The following is a summary of the current requirements of
Rule 144:  Affiliate or Person Selling on Behalf of an
Affiliate
Non-Affiliate (and has not been an Affiliate During
the Prior Three Months)  8    Restricted Securities of Reporting Issuers
During six-month holding period  no resales
under Rule 144 Permitted.

After Six-month holding period  may resell
in accordance with all Rule 144 requirements including:
·
Current public information,
·
Volume limitations,
·
Manner of sale requirements for
equity securities, and
·
Filing of Form 144.
During six- month holding period  no
resales under Rule 144 permitted.

After six-month holding period but before one
year  unlimited public resales under Rule 144 except that the current
public information requirement still applies.

After one-year holding period  unlimited
public resales under Rule 144; need not comply with any other Rule 144
requirements.Restricted Securities of Non-Reporting
Issuers
During one-year holding period  no resales
under Rule 144 permitted.

After one-year holding period  may resell
in accordance with all Rule 144 requirements including:
·
Current public information,
·
Volume limitations,
·
Manner of sale requirements for
equity securities, and
·
Filing of Form 144.
During one-year holding period  no resales
under Rule 144 permitted.

After one-year holding period  unlimited
public resales under Rule 144; need not comply with any other Rule 144
requirements.  Shell Companies  The following is an excerpt from Rule 144(i) regarding
resales of securities of shell companies:  (i) Unavailability to securities of
issuers with no or nominal operations and no or nominal non-cash assets.  (1) This section is not available for the
resale of securities initially issued by an issuer defined below:  (i) An issuer, other than a business
combination related shell company, as defined in §230.405, or an asset-backed
issuer, as defined in Item 1101(b) of Regulation AB (§229.1101(b) of this
chapter), that has:  (A) No or nominal operations; and  (B) Either:  (1) No or nominal assets;  (2) Assets consisting solely of cash and
cash equivalents; or  (3) Assets consisting of any amount of
cash and cash equivalents and nominal other assets; or  (ii) An issuer that has been at any time
previously an issuer described in paragraph (i)(1)(i).  (2) Notwithstanding paragraph (i)(1), if
the issuer of the securities previously had been an issuer described in
paragraph (i)(1)(i) but has ceased to be an issuer described in paragraph
(i)(1)(i); is subject to the reporting requirements of section 13 or 15(d) of
the Exchange Act; has filed all reports and other materials required to be filed
by section 13 or 15(d) of the Exchange Act, as applicable, during the preceding
12 months (or for such  9   shorter period that the issuer
was required to file such reports and materials), other than Form 8-K reports
(§249.308 of this chapter); and has filed current Form 10 information with the
SEC reflecting its status as an entity that is no longer an issuer described in
paragraph (i)(1)(i), then those securities may be sold subject to the
requirements of this section after 12 months have elapsed from the date that the
issuer filed Form 10 information with the SEC.  (3) The term Form 10 information means
the information that is required by Form 10 or Form 20-F (§249.220f of this
chapter), as applicable to the issuer of the securities, to register under the
Exchange Act each class of securities being sold under this rule.  The
issuer may provide the Form 10 information in any filing of the issuer with
the SEC.  The Form 10 information is deemed filed when the initial filing
is made with the SEC.  Securities of a shell company cannot be publicly sold
under Rule 144 in the absence of compliance with this subparagraph.  Section 4(1) of the Securities
Act  Since we are a shell company as defined in subparagraph
(i) of Rule 144, our shares of common stock that were issued while or after we
became a shell company cannot be publicly resold under Rule 144 until we comply
with the requirements outlined above under the heading Shell Companies.
 Until those requirements have been satisfied, any resales of our shares of
common stock must be made in compliance with the provisions of the exemption
from registration under the Securities Act provided in Section 4(1) thereof,
applicable to persons other than an issuer, underwriter or a dealer.
 That will require that such shares of common stock be sold in routine
trading transactions, which would include compliance with substantially all of
the requirements of Rule 144, including the availability of current public
information about us as required by subparagraph (c) (1) or (c)(2) of Rule 144,
regardless of the Rules availability; and such resales may be limited to our
non-affiliates.  It has been the position of the SEC that the Section 4(1)
exemption is not available for the resale of any securities of an issuer that is
or was a shell company, by directors, executive officers, promoters or founders
or their transferees.  See NASD Regulation, Inc., CCH Federal
Securities Law Reporter, 1990-2000 Decisions, Paragraph No. 77,681, the
so-called Worm-Wulff Letter.  The current position of the SEC that is
contained in Securities Act Release No. 33-8899, effective February 15, 2008,
and that codified the position of the SEC set forth in the Worm-Wulff Letter and
revised Rule 144 as outlined above, is that Rule 144 now defines what resales
can be made under Section 4(1) of the Securities Act, and with limited
exceptions, which are set forth in footnote 172 of that Release, shares of shell
companies must be sold in compliance with Rule 144(i) that is quoted above.  Holders  We currently have 662 shareholders, not
including an indeterminate number who may hold shares in street name.  Dividends  We have not declared any cash dividends with respect to
our common stock, and do not intend to declare dividends in the foreseeable
future.  Our future dividend policy cannot be ascertained with any
certainty, and if and until we determine to engage in any business or we
complete any acquisition, reorganization or merger, no such policy will be
formulated.  There are currently no material restrictions limiting, or that
are likely to limit, our ability to pay dividends on our securities.  Securities Authorized for Issuance Under Equity
Compensation Plans  Plan Category
Number of Securities to be issued upon exercise of
outstanding options, warrants and rights
Weighted-average exercise price of outstanding
options, warrants and rights
Number of securities remaining available for future
issuance under equity compensation plans excluding securities reflected in
column (a)(a)
(b)
(c)Equity compensation plans approved by security
holders
None
None
None  10    Equity compensation plans not approved by security
holders
None
None
NoneTotal
None
None
None  Recent Sales of Unregistered Securities; Use of
Proceeds from Registered 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, 2008, from the sale of registered securities.  Purchases of Equity Securities by Us and
Affiliated Purchasers  During the last three fiscal years, there
were no purchases of any equity securities of ours by us or any person on our
behalf; nor were there any purchases of our equity securities by any affiliate
of ours during the last three fiscal years.   ITEM 6:  SELECTED FINANCIAL DATA  Not required for smaller reporting
companies.  ITEM 7:  MANAGEMENTS DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATION  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 our business, 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.  Forward-looking statements involve inherent risks and
uncertainties, and actual results may differ materially from those set forth in
the forward-looking statements, depending upon a number of factors, many of
which are beyond our control.  These factors include, but are not limited
to, the following: general economic or industry conditions;
nationally and/or in the communities in which we may conduct 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; and other economic, competitive,
governmental, regulatory and technical factors affecting our current or
potential business and related matters.  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.  We do not undertake,
and specifically disclaim, any obligation to update any forward-looking
statements to reflect events or circumstances occurring after the date of such
statements.  Plan of Operation  Our 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) commence such operations through funding and/or the acquisition of a
going concern engaged in any industry selected.  During the next 12 months, our only foreseeable cash
requirements will relate to maintaining our good standing; the payment of our
SEC reporting filing expenses, including associated legal and accounting fees;
costs incident to reviewing or investigating any potential business venture; and
maintaining our good standing as a corporation in our  11   state of organization.
 We anticipate that these funds will be provided to us in the form of loans
from Mirabella Holdings, LLC ("Mirabella"), our majority shareholder, although
Mirabella is under no obligation to provide any such loans in the future.
 Currently, any such loans that may be provided to us from time to time by
Mirabella are made pursuant to a demand promissory note that has been
issued by us to Mirabella, which loans are unsecured, payable on demand and bear
interest at a rate of 10% per annum, compounded quarterly.  See the
description of that demand promissory note contained in Part III, Item 13 of
this Report, and a copy of that note included in Part IV, Item 15 of this
Report.  Liquidity and Capital Resources  We have no current cash resources.  Results of Operations  Year Ended December 31, 2008,
Compared to Year Ended December 31, 2007  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, 2008, the Company had no
assets. See the Financial Statements and Supplementary Data, Item 8 of this
Annual Report.  During the period ended December 31, 2008,
the Company had a net loss of $202,225, resulting from operations, as compared
to a net loss of $52,509 for the same period ended December 31, 2007. Cumulative
income totaled $885,320 since our gain on extinguishment of debt.
 Primarily all of these losses are the result of attorneys fees of
$62,708, accounting fees of $12,305 and management fees of $120,000.  See
the Financial Statements and Supplementary Data, Item 8 of this Report.  During calendar 2008, expenses were paid
by Mirabella, the majority stockholder of the Company, in the
aggregate amount of $16,923, and during calendar 2007 expenses were also 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. The aggregate amount of $18,198 outstanding as of
December 31, 2008, which includes the $1,275 of expenses paid by Mirabella
during 2007 that were not coverted into a capital contribution, currently is
unsecured, bears interest at the rate of 10% per annum, compounded quarterly,
and is due and payable to Mirabella on demand.  See the
description of our demand promissory note issued to Mirabella contained in Part
III, Item 13 of this Report, and a copy of that note included in Part IV, Item
15 of this Report  While Mirabella currently pays our
limited operating and other expenses, on our behalf, Mirabella is not
obligated to pay any of those expenses and we can provide no assurance
that Mirabella will continue to pay any of those expenses in the
future.  Off-Balance Sheet Arrangements  We had no Off-Balance Sheet arrangements of
any kind for the year ended December 31, 2008.  ITEM 7A:  QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK  Not required for smaller reporting
companies.   ITEM 8:  FINANCIAL STATEMENTS AND
SUPPLEMENTARY DATA   FINANCIAL STATEMENTS  December 31, 2008  12   C O N T E N T
S  Report of Independent Registered
Public Accounting Firm
                                                                          14 Balance Sheets15 Statements of Operations16 Statements of Stockholders' Equity (Deficit)17 Statements of Cash Flows18 Notes to Audited Financial Statements19- 26    13         Report of Independent Registered
Public Accounting Firm   To the Board of Directors 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, 2008
and 2007, and the related statements of operations, stockholders' equity
(deficit), and cash flows for each of the years then ended and from inception of
the development stage on January 1, 1997 through December 31, 2008.  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
position of Atlantica, Inc. (a development stage company) as of December 31,
2008 and 2007, and the results of its operations and its cash flows for each of
the years then ended and from inception of the development stage on January 1,
1997 through December 31, 2008, in conformity with U.S. generally accepted
accounting principles.  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.  We were not engaged to examine management's
assessment of the effectiveness of Atlantica, Inc.'s (a development stage
company) internal control over financial reporting as of December 31, 2008 and
2007, and accordingly, we do not express an opinion thereon.  /s/HJ & Associates, LLC  HJ & Associates,
LLC Salt Lake City,
Utah April 29, 2009   14    ATLANTICA, INC. (A Development Stage Company)   December 31, 2008



December 31, 2007ASSETSCURRENT
ASSETSCash

$




$
Total
Current Assets







TOTAL
ASSETS

$




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

$
104,878



$
41,125Accounts
Payable - Related Party


139,760




2,328Interest
Payable - Related Party


1,040




--Total
Current Liabilities


245,678




43,453Total
Liabilities


245,678




43,453STOCKHOLDERS'
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




125,456Accumulated
Deficit prior to development stage


(1,256,700
)



(1,256,700
)Retained
earnings from inception of developmentstage
on January 1, 1997, through December 31, 2008


885,320




1,087,545Total
Stockholders' Equity (Deficit)


(245,678)




(43,453
)TOTAL
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

$




$
    The
accompanying notes are an integral part of these financial statements.  15    ATLANTICA,
INC. (A
Development Stage Company)    Statements
of Operations  From Inceptionof DevelopmentFor the


Stage onYear Ended


January 1, 1997December 31,


through2008



2007


December 31, 2008REVENUES



$




$



$
EXPENSESGeneral
and Administrative




201,185




50,398



348,019Interest
Expense




1,040




2,111



119,548Total
Expenses




202,225




52,509



467,567LOSS
BEFORE EXTRAORDINARY ITEMS




(202,225
)



(52,509
)


(467,567
)EXTRAORDINARY
INCOMEGain
on extinguishment of debt













1,352,887NET
INCOME (LOSS)



$
(202,225
)


$
(52,509
)

$
885,320BASIC
LOSS PER SHARE



$
(0.08
)


$
(0.02
)WEIGHTED
AVERAGE NUMBEROF
SHARES OUTSTANDING




2,458,590




2,458,590       The
accompanying notes are an integral part of these financial statements.  16   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)Net loss for the
year ended December 31, 2008
-


-


-


(202,225)Balance, December
31, 2008
2,458,590

$
246

$
125,456

$
(371,380)Accumulated
Deficit prior to development stage








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

$
885,320Accumulated
deficit

$
(371,380)        The
accompanying notes are an integral part of these financial statements.  17   ATLANTICA, INC. (A
Development Stage Company)   Statements
of Cash Flows   From Inceptionof DevelopmentFor the


Stage onYear Ended


January 1, 1997December 31,


Through2008



2007


December 31, 2008CASH
FLOWS FROM OPERATING ACTIVITIESNet
Income (Loss)

$
(202,225
)


$
(52,509
)

$
885,320Adjustments
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


201,185




50,398



287,999Increase
in accrued interest


1,040




2,111



120,337Net
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.  18   ATLANTICA, INC. (A
Development Stage Company)    Notes to
Audited Financial Statements December
31, 2008  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.     19   ATLANTICA, INC. (A
Development Stage Company) Notes to
Audited Financial Statements December
31, 2008 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, 2008  Income

Shares

Per Share(Numerator)

(Denominator)

Amount$
(202,225
)
2,458,590

(0.08
)  For
the Year Ended December 31, 2007  Income

Shares

Per Share(Numerator)

(Denominator)

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

(0.02
)   20   ATLANTICA, INC. (A
Development Stage Company) Notes to
Audited Financial Statements December
31, 2008  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
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.  In December 2007, the FASB
issued SFAS No. 141 (revised 2007), Business Combinations (SFAS 141R)
and SFAS No. 160, Noncontrolling Interests in Consolidated Financial
Statements, an amendment of Accounting Research Bulletin No. 51 (SFAS
160). SFAS No. 141R requires an acquirer to measure the identifiable assets
acquired, the liabilities assumed and any noncontrolling interest in the
acquiree at their fair values on the acquisition date, with goodwill being the
excess value over the net identifiable assets acquired.  SFAS No. 160
clarifies that a noncontrolling interest in a subsidiary should be reported as
equity in the consolidated financial statements. The calculation of earnings per
share will continue to be based on income amounts attributable to the parent.
SFAS No. 141R and SFAS No. 160 are effective for financial statements issued for
fiscal years beginning after December 15, 2008.  Early adoption is
prohibited.  The Company has not yet determined the effect on its financial
statements, if any, upon adoption of SFAS No. 141R or SFAS No. 160.  In March 2008, the FASB
issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging
Activities, an amendment of FASB Statement No. 133 (SFAS 161). SFAS 161
requires enhanced disclosures about an entitys derivative instruments and
hedging activities including: (1) how and why an entity uses derivative
instruments; (2) how derivative instruments and related hedged items are
accounted for under SFAS 133 and its related interpretations; and (3) how
derivative instruments and related hedged items affect an entitys financial
position, financial performance and cash flows. SFAS 161 is effective for
financial statements issued for fiscal years and interim periods beginning after
November 15, 2008, with earlier application encouraged. The Company has no
derivative instruments so the adoption of SFAS 161 is not expected to have any
impact on the Companys financial statements and it does not intend to adopt
this standard early.  In April 2008, the
FASB issued FASB Staff Position No. 142-3, Determination of the Useful
Life of Intangible Assets (FSP No. 142-3) to improve the consistency
between the useful life of a recognized intangible asset (under SFAS
No. 142) and the period of expected cash flows used to measure the fair
value of the intangible asset (under SFAS No. 141(R)). FSP No. 142-3
amends the factors to be considered when developing renewal or extension
assumptions that are used to estimate an intangible assets useful life under
SFAS No. 142. The guidance in the new staff position is to be applied
prospectively to intangible assets acquired after December 31, 2008. In
addition, FSP No. 142-3 increases the disclosure requirements related to
renewal or extension assumptions. The Company does not believe implementation of
FSP No. 142-3 will have a material impact on its financial statements.   21   ATLANTICA, INC. (A
Development Stage Company) Notes to
Audited Financial Statements December
31, 2008  h. Recent
Accounting Pronouncements (Continued)  In May 2008, the FASB
issued SFAS No. 162, The Hierarchy of Generally Accepted Accounting
Principles(SFAS 162).  SFAS 162 is intended to improve financial
reporting by identifying a consistent framework, or hierarchy, for selecting
accounting principles to be used in preparing financial statements in conformity
with U.S. generally accepted accounting principles (GAAP) for nongovernmental
entities.  This Statement establishes that the GAAP hierarchy should be
directed to entities because it is the entity (not its auditor) that is
responsible for selecting accounting principles for financial statements that
are presented in conformity with GAAP. This Statement is effective 60 days
following the SECs approval of the Public Company Accounting Oversight Board
Auditing amendments to AU Section 411, The Meaning of Present Fairly in
Conformity with Generally Accepted Accounting Principles.  The Company
does not believe implementation of SFAS 162 will have a material impact on its
financial statements.  In May 2008, the FASB
issued SFAS No. 163, Accounting for Financial Guarantee Insurance Contracts
- an interpretation of FASB Statement No. 60 (SFAS 163).  SFAS 163
clarifies how Statement 60 applies to financial guarantee insurance contracts,
including the recognition and measurement of premium revenue and claim
liabilities. This Statement also requires expanded disclosures about financial
guarantee insurance contracts.  SFAS 163 is effective for fiscal years
beginning on or after December 15, 2008, and interim periods within those fiscal
years. The Company does not expect that the adoption of SFAS 163 will have a
material impact on its financial statements.  In June 2008, the
FASB issued FASB Staff Position Emerging Issues Task Force
(EITF) No. 03-6-1, Determining Whether Instruments Granted in
Share-Based Payment Transactions Are Participating Securities (FSP EITF
No. 03-6-1).  Under FSP EITF No. 03-6-1, unvested share-based payment
awards that contain rights to receive nonforfeitable dividends (whether paid or
unpaid) are participating securities, and should be included in the two-class
method of computing EPS. FSP EITF No. 03-6-1 is effective for fiscal years
beginning after December 15, 2008, and interim periods within those years,
and is not expected to have a significant impact on the Companys financial
statements.  The Company has reviewed
all other recently issued, but not yet adopted, accounting standards in order to
determine their effects, if any, on its results of operation, financial position
or cash flows.  Based on that review, the Company believes that none of
these pronouncements will have a significant effect on its financial
statements.   22   ATLANTICA, INC. (A
Development Stage Company) Notes to
Audited Financial Statements December
31, 2008  NOTE 2 -
INCOME TAXES  Deferred
taxes are provided using the asset and 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, 2008 and 2007:  2008

2007Deferred
tax assetsNOL
Carryforward

$
52,244

$
20,375Related
Party Accruals


47,206


1,234Deferred
tax liabilitiesValuation
allowance


(99,450
)

(21,609
)Net
deferred tax asset

$


$
  A valuation allowance is
provided when it is more likely than not that all or a portion of the deferred
tax asset will not be realized.  The valuation allowance increased by
$77,841 from $21,609 to $99,450 during the year ended December 31, 2008.  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, 2008 and 2007 due to the
following:  2008

2007Book
Income (Loss)

$
(78,868
)
$
(20,479
)Accrued
Expenses-Related


47,206


4,285Other


(18)


-NOL
Limitation


-


43,170Change
in Valuation allowance


31,680


(29,976
)$


$
  At December
31, 2008, the Company had net operating loss carryforwards of approximately
$133,283 that may be offset against future taxable income from the year 2009
through 2028. No tax benefit has been reported in the December 31, 2008
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, 2008 have been adjusted to reflect the limitations
imposed.   23   ATLANTICA, INC. (A
Development Stage Company) Notes to
Audited Financial Statements December
31, 2008  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 recognizes
interest accrued related to unrecognized tax benefits in interest expense and
penalties in operating expenses.  During the years ended December 31, 2008,
and 2006, the Company recognized no interest and penalties.  The Company
had no payments of interest and penalties accrued at December 31, 2008, and $6
in interest and $40 in penalties for 2007.  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.  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.   24   ATLANTICA, INC. (A
Development Stage Company) Notes to
Audited Financial Statements December
31, 2008  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
years ended December 31, 2007 and 2008 were paid by Mirabella Holdings, LLC, the
Company's majority shareholder, and recorded as loans by shareholders totaling
$18,198 at December 31, 2008.  The loans are evidenced by a promissory
note, are unsecured, are due on demand and accrue interest at the rate of 10%
per annum, compounded quarterly.  No payments have been made during the
year ended December 31, 2008.  Accrued interest for the year ended December
31, 2007 was immaterial and has been accrued in the year ended December 31,
2008.  The accrued interest related to this note totaled $1,040 as of
December 31, 2008.   The note was issued by the
Company on April 29, 2009 and covers all loans made by Mirabella Holdings, LLC
to the Company since November 6, 2007, as well as any such loans that may be
made by Mirabella Holdings, LLC in the future.  A copy of the note is filed
as an exhibit to this Report; see Part IV, Item 15 of this Report.  On April 29,
2009, the Company entered into a management services agreement (the Management
Services Agreement) with Richland, Gordon & Company (Richland), a private
investment firm beneficially owned by Alan D. Gordon, the Companys President
and Chief Executive Officer and one of the Companys directors.  Pursuant
to the Management Services Agreement, Richland provides certain financial and
management consulting services to the Company, including, among other things,
advice regarding the Company's operations, identification of potential
businesses for the Company to acquire or other suitable business combinations
for the Company, and advice regarding the Company's general preparation for its
initial acquisition, other business combination or financing transaction that
may occur in the future. The Management Services Agreement has a
term of ten years and provides for the Company to pay to Richland an annual
management fee equal to the greater of (i) $120,000 and (ii) 5% of the Company's
consolidated EBITDA (as defined in the agreement).  The management fee is
payable in quarterly installments in arrears, on April 15, July 15, October 15
and January 15 of each year, with respect to the immediately preceding calendar
quarter, equal to the greater of (i) $30,000 and (ii) 5% of the Company's
consolidated EBITDA for the immediately preceding calendar quarter, with such
payments commencing July 15, 2009 and covering services provided by Richland
during the period from January 1, 2008 (prior to the date of the agreement) and
continuing through the quarter ending June 30, 2009; however, the management
fees accrue and are not initially payable to Richland until the Companys
completion of its initial acquisition or financing that occurs subsequent to the
date of the agreement.  Accordingly, we accrued management fees payable to
Richland totaling $120,000 during the year ended December 31, 2008, which fees,
along with any other management fees that may subsequently accrue, are due and
payable to Richland if and when such an acquisition or financing is completed by
the Company.    25   ATLANTICA, INC. (A
Development Stage Company) Notes to
Audited Financial Statements December
31, 2008  NOTE 5 -
RELATED PARTY TRANSACTIONS (Continued) The Management
Services Agreement also provides for the Company to pay a separate, cash
transaction-based fee for investment banking services that Richland provides in
connection with future acquisitions and financing transactions that may be
completed by the Company.  This transaction-based fee equals 1% of the
transaction value of any acquisitions or other business combinations or debt or
equity financings completed by the Company subsequent to the date of the
agreement; however, the amount of the initial transaction-based fee payable to
Richland is reduced by the amount of all prior management fees earned by
Richland under the agreement.  To date, no transaction-based fee has
accrued or is otherwise payable by the Company to Richland. Under the
Management Services Agreement, the Company also reimburses Richland for all
reasonable out-of-pocket expenses incurred by Richland in providing its services
to the Company and indemnifies Richland and its agents and affiliates for any
damages that they may suffer in connection with providing these services.
 This expense reimbursement is payable on April 15, July 15, October 15 and
January 15 of each year, with respect to expenses incurred by Richland during
the immediately preceding calendar quarter.  To date, no such expenses have
been incurred by Richland and, accordingly, no expenses have been reimbursed by
the Company to Richland and no expense reimbursement obligation has been accrued
or is otherwise payable by the Company.  A copy of the Management Services
Agreement is filed as an exhibit to this Report; see Part IV, Item 15 of this
Report.  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.
These escrow funds were released to the Sellers on July 29,
2008.   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  26   ATLANTICA, INC. (A
Development Stage Company) Notes to
Unaudited Financial Statements December
31, 2008  NOTE 6 
CHANGE IN CONTROL OF ISSUER (Continued)  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 IV, Item 15.  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 $16,923 in expenses for the Company in
the year ended December 31, 2008.  27   ITEM 9:  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE  None; not applicable.  ITEM
9A(T):  CONTROLS AND PROCEDURES  Our management, with the
participation of our principal executive and principal financial officer,
evaluated the effectiveness of our disclosure controls and procedures as of the
end of the period covered by this Annual Report. Based on that evaluation, our
President and CFO, concluded that our disclosure controls and procedures as of
the end of the period covered by the Annual Report were effective and 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 SECs rules and forms and (ii) accumulated and communicated to
our management, including our President and our CFO, 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 the President and our CFO, evaluated the effectiveness of our
internal controls over financial reporting as of December 31, 2008.  In
making this assessment, 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 the President and CFO, concluded that, as of December
31, 2008, our internal controls over financial reporting were effective.  This Annual Report does not
include an attestation report of our registered public accounting firm regarding
our internal controls over financial reporting.  Managements report was
not subject to attestation by our registered public accounting firm pursuant to
temporary rules of the SEC that permit us to provide only managements report in
this Annual Report.  Changes in
Internal Control Over Financial Reporting  There have
been no changes in internal control over financial reporting.  ITEM 9B:  OTHER
INFORMATION  None; not
applicable.   28   PART III  ITEM 10:
 DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE  Identification of Directors and Executive Officers  Our executive
officers and directors and their respective ages, positions and biographical
information are set forth below.  Name

Positions
Held

Date
of Election or DesignationAlan D. Gordon

President and
Chief Executive
Officer

6/29/07Director

7/16/07Shelley Goff

Secretary

11/30/04Chief Financial
Officer

6/29/07Frederick G. Pierce,
II

Director

7/16/07Richard F.
Strup

Director

7/16/07  Background and Business
Experience  Alan D. Gordon.Mr. Gordon is 53 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 Chief Financial Officer, is 48 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 54 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 56 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  We do not employ any
non-officers who are expected to make a significant contribution to its
business.  Family
Relationships  There are no family
relationships between any of our officers or directors.  Involvement in Other
Public Companies Registered Under the Exchange Act  None of our officers or
directors currently are serving on the Board of Directors of any other public
company.  Involvement in Certain
Legal Proceedings  During the past five years,
no present or former director, executive officer or person nominated to become a
director or an executive officer of ours:  (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;   29   (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 SEC 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.  Promoters and control
person.  See the heading
Transactions with Related Persons below.  Compliance With Section
16(a) of the Exchange Act  Our shares of common stock
are registered under the Exchange Act, and therefore our officers, directors and
holders of more than 10% of our outstanding shares are subject to the provisions
of Section 16(a) which requires them to file with the SEC initial reports of
ownership and reports of changes in ownership of common stock and our other
equity securities.  Officers, directors and greater than 10% beneficial
owners are required by SEC regulations to furnish us with copies of all Section
16(a) reports they file.  There were no transactions that required
disclosure on Forms 3 or 4 during the year ended December 31, 2008.  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 Part IV, Item 15 of this report.  Corporate
Governance  Director
Independence  Nominating
Committee  We have not established a
Nominating Committee because of our limited operations; and because we have only
three directors and two executive officers, we believe that we are able to
effectively manage the issues normally considered by a Nominating Committee.
 Following the entry into any business combination or the completion of any
acquisition, merger or reorganization, a further review of this issue will no
doubt be necessitated and undertaken by management.  Audit Committee  We have has not established
an Audit Committee because of our limited operations; and because we have only
three directors and two executive officers, we believe that we are able to
effectively manage the issues normally considered by a Audit Committee.
 Following the entry into any business combination or the completion of any
acquisition, merger or reorganization, a further review of this issue will no
doubt be necessitated and undertaken by management.   30   ITEM
11:  EXECUTIVE COMPENSATION  SUMMARY
COMPENSATION TABLE  Name and Principle Position
Year
Salary
($)
Bonus
($)
Fees Earned or Paid In Cash
($)
Stock Awards
($)
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)Alan
D. Gordon
12/31/08
0
0
0
0
0
0
0
0
0President
and Chief
12/31/07
0
0
0
0
0
0
0
0
0Executive
Officer DirectorShelley
Goff
12/31/08
0
0
0
0
0
0
0
0
0Secretary
12/31/07
0
0
0
0
0
0
0
0
0DirectorFrederick
G. Pierce, II
12/31/08
0
0
0
0
0
0
0
0
0Director
12/31/07
0
0
0
0
0
0
0
0
0Richard
F. Strup
12/31/08
0
0
0
0
0
0
0
0
0Director
12/31/07
0
0
0
0
0
0
0
0
0  Outstanding Equity
Awards at Fiscal Year-End  Option
Awards
Stock
AwardsName
Number of Securities
Underlying Unexercised Options (#) Exercisable
Number of Securities
underlying Unexercised Options (#) Unexercisable
Equity Incentive Plan
Awards Number of Securities Underlying Unexercised Unearned Options
(#)
Option Exercise
Price
($)
Option Expiration
Date
Number of Shares or
Units of Stock That Have Not Vested (#)
Market Value of
Shares or Units of Stock That Have Not Vested
($)
Equity Incentive Plan
Awards: Number of Unearned Shares, Vested Units or Other Rights That Have
Not Vested (#)
Equity Incentive Plan
Awards: Market or Payout Value of Unearned Shares, Units or Other Rights
That Have Not Vested ($)(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
(i)
(j)Alan D. Gordon
None
None
None
None
None
None
None
None
NoneShelley Goff
None
None
None
None
None
None
None
None
None  31    Frederick
G. Pierce, II
None
None
None
None
None
None
None
None
NoneRichard
F. Strup
None
None
None
None
None
None
None
None
None  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.  ITEM 12:
 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, 2008 and to the date
hereof:  Ownership
of Principal Shareholders  Directors
and Named Executive Officers

Address
Number of Shares ofCommon Stock


Percent of Sharesof CommonStock (1)Alan
D. Gordon, President and Chief Executive Officer(2)
9330 Sears Tower
233 S. Wacker
Drive
Chicago, IL
60606

1,966,872
(2)



80.0%Thomas
Howells
4685 S. Highland
Drive, Suite #202
Salt Lake City, Utah
84117
468
152,614




6.2%Travis
Jenson
4685 S. Highland
Drive, Suite #202
Salt Lake City, Utah
84117

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, 2008 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, Chief
Financial Officer and Secretary


0



0.0%Fredrick G. Pierce
II, Director


0



0.0%Richard F. Strup,
Director


0



0.0%  32    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 present
arrangements or pledges of our securities which may result in a change in
control of us.  Securities Authorized
for Issuance under Equity Compensation Plans  Equity Compensation Plan
Information  Plan Category
Number of Securities
to be issued upon exercise of outstanding options, warrants and
rights
Weighted-average
exercise price of outstanding options, warrants and rights
Number of securities
remaining available for future issuance under equity compensation plans
excluding securities reflected in column (a)(a)
(b)
(c)Equity compensation
plans approved by security holders
None
None
NoneEquity compensation
plans not approved by security holders
None
None
NoneTotal
None
None
None  ITEM 13:
 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTORS
INDEPENDENCE  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.  These escrow funds were released to the Sellers on July 29,
2008.   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  33   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 VI, Item 15.   On April 29, 2009, the
Company entered into a management services agreement (the Management Services
Agreement) with Richland, Gordon & Company (Richland), a private
investment firm beneficially owned by Alan D. Gordon, the Companys President
and Chief Executive Officer and one of the Companys directors.  Pursuant
to the Management Services Agreement, Richland provides certain financial and
management consulting services to the Company, including, among other things,
advice regarding the Company's operations, identification of potential
businesses for the Company to acquire or other suitable business combinations
for the Company, and advice regarding the Company's general preparation for its
initial acquisition, other business combination or financing that may occur in
the future. The Management Services Agreement has a term of ten
years and provides for the Company to pay to Richland an annual management fee
equal to the greater of (i) $120,000 and (ii) 5% of the Company's consolidated
EBITDA (as defined in the agreement).  The management fee is payable in
quarterly installments in arrears, on April 15, July 15, October 15, and January
15 of each year with respect to the immediately preceding calendar quarter equal
to the greater of (i) $30,000 and (ii) 5% of the Companys consolidated
EBITDA for the immediately preceding calendar quarter, with such payments
commencing July 15, 2009 and covering services provided by Richland during the
period from January 1, 2008 (prior to the date of the agreement) and continuing
through the quarter ending June 30, 2009; however, the management fees accrue
and are not initially payable to Richland until the Companys completion of its
initial acquisition or financing that occurs subsequent to the date of the
agreement.  Accordingly, we accrued management fees payable to Richland
totaling $120,000 during the year ended December 31, 2008, which fees, along
with any other management fees that may subsequently accrue, are due and payable
to Richland if and when such an acquisition or financing is completed by the
Company. The Management Services Agreement also provides for
the Company to pay a separate, cash transaction-based fee for investment banking
services that Richland provides in connection with future acquisitions and
financing transactions that may be completed by the Company.  This
transaction-based fee equals 1% of the transaction value of any acquisitions or
other business combinations or debt or equity financings completed by the
Company subsequent to the date of the agreement; however, the amount of the
initial transaction-based fee payable to Richland is reduced by the amount of
all prior management fees earned by Richland under the agreement.  To date,
no transaction-based fee has accrued or is otherwise payable by the Company to
Richland.  Under the Management Services Agreement,
the Company also reimburses Richland for all reasonable out-of-pocket expenses
incurred by Richland in providing its services to the Company and indemnifies
Richland and its agents and affiliates for any damages that they may suffer in
connection with providing these services.  This expense reimbursement is
payable on April 15, July 15, October 15 and January 15 of each year, with
respect to expenses incurred by Richland during the immediately preceding
calendar quarter.  To date, no such expenses have been incurred by Richland
and, accordingly, no expenses have been reimbursed by the Company to Richland
and no expense reimbursement obligation has been accrued or is otherwise payable
by the Company. A copy of the Management Services Agreement is filed
as an exhibit to this Report; see Part IV, Item 15 of this Report.  34   On April 29,
2009, the Company also issued to Mirabella Holdings, LLC ("Mirabella"), the Companys majority shareholder, a demand
promissory note to evidence all loans made from by Mirabella to the Company
since November 6, 2007 and all loans that may be made from time to time in the
future by Mirabella to the Company (the Mirabella Loans).  The note is
unsecured and the Mirabella Loans bear interest at a rate of 10% per annum,
compounded quarterly, and are payable to Mirabella on demand.  A copy of
the note is filed as an exhibit to this Report; see Part IV, Item 15 of this
Report.  Other than
the transactions pursuant to the Stock Purchase Agreement, the Escrow Agreement,
the Reset Agreement, the Mirabella Loans and the Management Services 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.  Promoters and Certain
Control Persons  See the heading
Transactions with Related Persons above.  Parents of the Smaller
Reporting Company  We have no
parents.  Director
Independence  Currently two of our three
directors satisfy the independence requirements of the New York Stock Exchanges
listing standards. Alan Gordon is not considered independent because of, among
other things, his position as President and Chief Executive Officer of the
Company.  ITEM 14:
 PRINCIPAL ACCOUNTANT FEES AND SERVICES  The following is a summary
of the fees billed to us by our principal accountants during the fiscal years
ended December 31, 2008, and 2007:  Fee
Category

2008

2007Audit Fees
$
12,000

$
10,700Audit-related
Fees
$
0

$
0Tax Fees
$
0

$
0All Other Fees
$
0

$
0Total Fees
$
12,000

$
10,700  Audit Fees
-Consists of fees for professional services rendered by our principal
accountants for the audit of our annual financial statements and review of the
financial statements included in our Forms 10-Q 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 our 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.   35   Policy
on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of
Independent Auditors  We have not adopted an
Audit Committee; therefore, there is no Audit Committee policy in this regard.
However, we do require approval in advance of the performance of professional
services to be provided to us by our principal accountant. Additionally, all
services rendered by our principal accountant are performed pursuant to a
written engagement letter between us and the principal accountant.  PART
IV  ITEM 15:
 EXHIBITS AND FINANCIAL STATEMENT SCHEDULES  (a)(1)(2)    Financial
Statements.  See the audited financial statements for the year ended
December 31, 2008 contained in Item 8 above which are incorporated herein by
this reference.  (a)(3)         Exhibits.
 The following exhibits are filed as part of this Annual Report:  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).  10.3* Management
Services Agreement, dated April 29, 2009, between Atlantica, Inc. and Richland,
Gordon & Company.  10.4* Demand
Promissory Note, dated April 29, 2009, issued by Atlantica, Inc. and payable to
Mirabella Holdings, LLC.  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,  36   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.  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.  SIGNATURES  Pursuant to
the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.  ATLANTICA,
INC.  Date:
April 30,
2009

By:
/s/Alan D.
GordonAlan D.
GordonPresident, Chief
Executive Officer and Director  Pursuant to
the requirements of the Securities Exchange Act of 1934 this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.  ATLANTICA,
INC.  Date:
April 30,
2009

By:
/s/Alan D.
GordonAlan D.
GordonPresident, Chief
Executive Officer and Director  Date:
April 30,
2009

By:
/s/Shelley
GoffShelley
GoffSecretary and
CFO  Date:
April 30,
2009

By:
/s/Frederick G.
Pierce, IIFrederick G. Pierce,
IIDirector  Date:
April 30,
2009

By:
/s/Richard F.
StrupRichard F.
StrupDirector   37