U. S. Securities and Exchange Commission
                                   Washington, D. C. 20549

                                         FORM 10-KSB

[X]     ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934

        For the fiscal year ended December 31, 1999

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

        For the transition period from _________________ to __________________

                                Commission File No. 000-24379

                                        ATLANTICA, INC.
                        (Name of Small Business Issuer in its Charter)

            UTAH                                            43-0976463
(State or Other Jurisdiction of                       (I.R.S. Employer I.D. No.)
 incorporation or organization)

                                236 East 36th STREET, SUITE 1E
                                   NEW YORK, NEW YORK. 10016
                           (Address of Principal Executive Offices)

                          Issuer's Telephone Number: (212) 684-0401

                              =================================
                (Former Name or Former Address, if changed since last Report)

Securities Registered under Section 12(b) of the Exchange Act:  None
Name of Each Exchange on Which Registered:  None
Securities Registered under Section 12(g) of the Exchange Act:  None

        Check  whether the Issuer (1) filed all reports  required to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the  Registrant was required to file such reports),  and (2)
has been subject to such filing requirements for the past 90 days.

        (1)   Yes  X    No   (2)   Yes  X    No __

        Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B is not contained in this form,  and no disclosure  will be
contained,  to the  best of  Registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB.  [ ] State Issuer's  revenues for its most
recent fiscal year: December 31, 1999 - $0

     The Exhibit Index commences on page 12.


        State  the   aggregate   market  value  of  the  voting  stock  held  by
non-affiliates  computed by  reference to the price at which the stock was sold,
or the average bid and asked prices of such stock, as of a specified date within
the past 60 days.

        The last  available  quote for the common  stock of the  Company  was on
April 1, 1974. At that time,  the quote was $0.02 bid and $0.05  offered.  There
has been virtually no trading of the Registrant's common stock  over-the-counter
since that time.


<PAGE>




                         (ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
                                 DURING THE PAST FIVE YEARS)

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

                          (APPLICABLE ONLY TO CORPORATE REGISTRANTS)

               State the number of shares  outstanding  of each of the  Issuer's
classes of common equity, as of the latest practicable date:

                                      December 31, 1999

                                          25,000,000

                             DOCUMENTS INCORPORATED BY REFERENCE

               A  description  of  "Documents   Incorporated  by  Reference"  is
contained in Item 13 of this Report.

                   Transitional Small Business Issuer Format Yes _X_ No ___







                            - THIS SPACE INTENTIONALLY LEFT BLANK -


<PAGE>



                                            PART I
Item 1. Description of Business

        ATLANTICA,  INC., (hereinafter the "Company") was incorporated under the
laws of the State of Utah on March 3, 1938.  The  Company  name at that time was
RED HILLS MINING  COMPANY.,and was formed for the purpose of mining. The Company
went public,  with its  prospectus  becoming  effective  on March 29, 1938.  The
securities  were  registered in The State of Utah,  case#1161.  The Company sold
500,000 shares at $0.025 cents per share.

        On  February  5, 1953 the  Company  changed  its name to ALLIED  OIL AND
MINERALS COMPANY., and its business continued to be mining, and Oil exploration.

              On  January  8, 1971 the  Company  changed  its name to  COMMUNITY
EQUITIES  CORPORATION.,  and the Company changed its purpose of business to Real
Estate  Development in Kansas City and in the State of Florida.  Due to a severe
downturn in the Kansas City housing  market,  the properties were liquidated for
the  mortgage  amounts or  conveyed to the first  mortgagees  by Deed in lieu of
foreclosure.  In the 1980's the  Company  acted as a Limited  Partner in several
housing developments.  In 1990 the Company co-signed a second mortgage for Arena
Square North and South, a general  limited  partnership,  that was controlled by
the  Company   President  at  that  time,  Mr.  Harold  R.  Smith.  The  Housing
Conservation  and  Redevelopment  Agency  of the City of Miami  gave the  second
mortgage on the Arena Square  Apartment  project of 550 apartments in the amount
of $885,000.  The project was located in Overtown, on the north side of Downtown
Miami.  Community  Equities  Corporation was the original limited partner in the
development, but was replaced by Community Housing of Texas. The Company has not
engaged in any business operation since that time.

On March 26, 1996 the corporate  charter was reinstated and the Company name was
changed to ATLANTICA,  INC. At a meeting of the  Stockholders  held on March 13,
1998, a new Slate of Directors  were elected and their was a reverse stock split
of 1 share for every 20 shares held, and the authorized shares were increased to
25,000,000  shares  with a par value of .0001  cents per  share.  Following  the
Stockholder Meeting the new Board of Directors met and elected Officers. The old
Board of Directors and Officers  resigned.  The new directors issued  24,000,000
shares of common stock to Gregory  Aurre,  the new president  and Director,  for
services  rendered  and  expenses  paid.  This gave Mr.  Aurre  the  controlling
interest in the company. The Board also issued 50,000 shares to other affiliated
parties for services rendered

        The Company presently has no material  tangible assets or property.  The
Company intends to continue to seek out the  acquisition of assets,  property or
business  that  may be  beneficial  to the  Company  and  its  stockholders.  In
considering  whether to complete  any such  acquisition,  the Board of Directors
shall make the final determination, and the approval of stockholders will not be
sought unless  required by applicable law, the Articles of  Incorporation  or by
laws of the Company or contract.  The Company is a development stage company and
is currently  seeking  business  opportunities  believed to hold a potential for
profit.  The Company has not  presently  identified a specific  business area of
direction that it will follow.  Therefore, no principal operation has yet begun.
The Company has no products and offers no services.

Item 2. Description of Property

        The Company has no property or assets;  Its principal  executive  office
address and  telephone  number are the office and telephone of the President and
provided  at no cost.  There are no  agreements,  either  expressed  or  implied
regarding the office space provided.  The Company is in a development  stage and
has no products or services.


<PAGE>




Item 3. Legal Proceedings

        The  Registrant is not a party in any litigation and has no knowledge of
any  pending  legal  proceedings  in any  court  or  agency  of  government,  or
government authorities.

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

        No matters  were  submitted to the  security  holders  during the fourth
quarter of the fiscal year.

                                           PART II

Item 5. Market for Common Equity and Related Stockholder Matters

        The last  available  quote for the common  stock of the  Company  was on
April 1, 1974. At that time,  the quote was $0.02 bid and $0.05  offered.  There
has been virtually no trading of the Registrant's common stock over- the-counter
since that time.

         The last price quoted  reflects  inter-dealer  prices,  without  retail
markups,  markdowns or commission,  and may not  necessarily  represents  actual
transactions.  The  quotation  was derived  from the National  Quotation  Bureau
library..

Dividends

        There have been no cash dividends declared at any time, and no dividends
are contemplated to be paid in the foreseeable  future,  particularly in view of
the uncertainty of generating revenue from future operations.

Item 6. Managements Discussion and Analysis or Plan of Operation

        Liquidity

        The Registrant has no assets,  no cash, and no liquidity.  Its president
has personal paid all expenses for the Company. The Company plans no operations,
and has no source of funds  required to meet its  obligations.  The President of
the Registrant plans to pay the expenses of the Company until such time that the
Company acquires or mergers with an active  business.  Their is no assurance the
President will continue this relationship.

        Capital Resources

        The Registrant has no material  commitments for capital  expenditures as
of December 31, 1998.  The  Registrant  has no assets,  no cash,  and no capital
resources.  The Registrant has no anticipated  source of funds needed to fulfill
its commitments.  The Registrant has had no business  operations since 1990. The
Registrant's  President  has been  the  primary  entity  funding  the  Company's
operation.

        Results of Operations

        The  Registrant  has had no business  operations  since 1990.  It is not
anticipated  that any  business  operation  will  develop  unless  and until the
Company acquires or merges with an operating company. There is no assurance that
such an  acquisition or merger will occur.  The Registrant has no revenues.  The
general trend in the Registrant's lack of operation is expected to continue, and
no revenue is expected.


<PAGE>




Item 7. Financial Statements

        The  information  called for by this item is included  in the  financial
 statements or notes thereto at Exhibit A.

        The  following  discussion  should  be  read  in  conjunction  with  the
Financial  Statements and related notes included  elsewhere in this Registration
Statement.

                            YEARS ENDED DECEMBER 31
                       1999    1998    1997    1996    1995
REVENUE                 0       0       0       0       0
INCOME (loss)           0       0       0       0       0
INCOME (loss)
PER COMMON SHARE        0       0       0       0       0
TOTAL ASSETS            0       0       0       0       0
LONG TERM OBLIGATION    0       0       0       0       0
REDEEMABLE PREFERRED
STOCK                   0       0       0       0       0
LONG TERM DEBT          0       0       0       0       0




     The Registrant has not paid a cash dividend since  inception,  and does not
anticipate doing so in the foreseeable future.

     Item 8. Changes In and Disagreements With Accountants on Accounting and
                              Financial Disclosure

                    The Registrant retained the services of:

                             Jones, Jense & Company
                          Certified Public Accountants

           There  are  no   disagreements   with  any  accounting  or  financial
disclosure.

                                    PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons:
        Compliance with section 16(a) of the Exchange Act

        The  following  table sets forth the names and ages of all the Directors
and executive  Officers of the  Registrant.  Further  more,  the table shows the
positions  held by  each  such  person,  length  of  service,  date  of  initial
appointment of election to office, and the term of office:



NAME ANG AGE            POSITION        FIRST ELECTED   DIRECTOR TERM

Gregory Aurre           President &     13-Mar-98       Until 2000
Age 51                  Director                        Shareholders Meeting

Gregory Aurre III       Secretary,      13-Mar-98       Until 2000
Age 27                  Treasurer &                     Shareholders Meeting
(Son of Gregory
Aurre)

Amerika Aurre           Director        13-Mar-98       Until 2000
Age 28                                                  Shareholders Meeting
(Daughter of
Gregory Aurre)

<PAGE>

Gregory Aurre, Director and President

     Mr. Aurre is 51 years old and is an independent financial consultant.  From
1990 to present he has acted as a financial  consultant.  From 1986 to 1990, Mr.
Aurre was the President of Texas Coastal  Exploration,  Inc., a company involved
in oil and gas  exploration.  From 1981 to 1986,  Mr. Aurre was the President of
United  Petroleum  Corporation,  a company  involved in oil and gas exploration.
From 1970 to 1981, Mr. Aurre was the President of Aurre  Management Co., Inc., a
company involved in financial consulting.

Amerika Aurre, Director

     Ms. Aurre is 28 years old and the daughter of the President of the Company,
Gregory Aurre. She has been employed in the fashion  merchandising  industry for
seven years.

Gregory Aurre III, Director and Secretary-Treasurer

     Mr.  Aurre is 27 years  old and the son of the  President  of the  Company,
Gregory Aurre. He is a Licensed Securities Sales Person with an N.A.S.D.  member
firm.

Family Relationships

     Amerika Aurre is the daughter of Gregory Aurre.

     Gregory Aurre III is the son of Gregory  Aurre.Gregory Aurre,  Director and
President.

Experience of Management

     Mr. Aurre is the only member of  management  that has any  experience  with
"Blank Check" or "Shell" companies. It will be his sole responsibility to locate
and  negotiate  a merger  for the  Company.  Mr.  Aurre is the  only  member  of
management  that will devote any time to locate and negotiate a merger.  He will
devote fifty percent of his time to this effort.  The Company does not intend to
use consultants, outside advisors or finders to locate and negotiate a merger.

     In 1970,  Mr. Aurre took Aurre  Management  Co.,  Inc.  public with a Reg.A
offering.  In 1981, Mr. Aurre merged Aurre  Management Co., Inc. with Fluid Lift
International,  Inc. (Texas). Aurre Management Co., Inc. was at the time a shell
or  blank  check  company  and was not a  reporting  company  at the time of the
merger. The name of Aurre Management Co., Inc. was subsequently changed to Fluid
Lift International, Inc. (Delaware).

     In 1982, Mr. Aurre located a public shell or blank check company, Don
Reid Productions,  Inc., and merged it with a private company,  United Petroleum
Corp.  (Delaware).  The surviving company's name was changed to United Petroleum
Corporation (Delaware).


<PAGE>



        In 1992,  Mr. Aurre merged  United  Petroleum  Corporation,  which was a
shell or  blank  check  company  at that  time,  with  Calibur-United  Petroleum
Corporation  (Tennessee).  United Petroleum Corporation filed an 8K on April 22,
1993 (The commission number was 002-38375).

     In 1993,  Mr.  Aurre once again took  control of Fluid Lift  International,
Inc.  (formerly  Aurre  Management  Co.,  Inc.) which was at the time a shell or
blank check company.  Mr. Aurre contacted some of the old Officers and Directors
of Fluid Lift  International.  Mr. Aurre  traveled to Fort Worth,  Texas to meet
with and  persuaded  them to vote  their  shares  at a  special  meeting  of the
stockholders  which was held on September  24, 1993. At that meeting a new slate
of Directors was elected which Mr. Aurre headed.  Then in November of 1994,  Mr.
Aurre merged the company with Odessa Foods, Inc.

     In 1994,  Mr. Aurre  located a public shell or blank check  company,  Ram-Z
Enterprises, Inc., and at a special meeting on April 21, 1994 he took control of
the company. Then on August 15, 1996 the company merged with Hyperdynamics, Inc.
and Mr. Aurre resigned.

        Mr.  Aurre is no longer an Officer,  Director or affiliate of any of the
above  mentioned  companies.  He resigned from each of them as soon as the above
mentioned mergers took place.  There are no agreements or understandings for any
of the Officers or Directors to resign at the request of another person,  but it
should be noted that the two Directors  other than Mr. Aurre are his son and his
Daughter.  It is assumed  that once a merger is  concluded  that all the present
Directors and Officers will resign.

Item 10. Executive Compensation

        None of the  officers or  directors of the  Registrant  has been,  or is
being paid any cash  compensations,  or  otherwise  is  subject to any  deferred
compensation  plan, bonus plan, or is the subject of any option agreement or any
other arrangement or understanding  whereby such person would obtain any cash or
non-cash  compensation  for their services for and on behalf of the  Registrant,
except for the common  stock that the  directors  have  received as set forth in
Item 1.

Item 11. Security Ownership of Certain Beneficial Owners and Management

        The  following  table sets  forth,  as of  December  31,  1999,  certain
information  regarding  the  ownership of the common  stock,  $0.0001 par value,
which is the only class of securities authorized,  issued and outstanding of the
Registrant by its Officers and Directors, and as a group.


TITLE OF CLASS  NAME OF BENEFICIAL      AMOUNT & NATURE OF      PERCENT OF
                OWNER                   BENEFICIAL OWNERSHIP    CLASS
______________  __________________      ____________________    ____________

COMMON          GREGORY AURRE           23,908,000              96%

COMMON          AMERIKA AURRE           25,000                  .001%

COMMON          GREGORY AURRE III       25,000                  .001%

COMMON          OFFICERS & DIRECTORS    24,050,000              96%
                AS A GROUP

        To the best  knowledge  of the  Registrant,  there are no  arrangements,
understanding  or  agreements   relative  to  the  disposition  of  any  of  the
Registrant's  securities,  the  operation  of which would at a  subsequent  date
result in a change in control of the Registrant.


<PAGE>



Item 12. Certain Relationships and Related Transactions

Transactions with Management and Others:

        On March 13, 1998, the date under which present  management took control
of  the  Registrant,  and  Mr.  Aurre,  the  Registrant's  President,   acquired
controlling  interest of the Company,  as 24,000,000 shares of common stock were
issued to him for services rendered and expenses paid.

        On March 13, 1998, the Board of Directors  acquired an additional 50,000
shares of common stock for services  rendered,  whereby the directors as a group
control 96.002% of the common voting shares of the company.

Certain Business Relationships

     Mr. Gregory Aurre,  the Registrant's  President,  director and owner of the
controlling  interest  in the  company  (96%) is the father of the  Registrant's
Secretary-Treasurer  and director,  Gregory Aurre III. Mr. Gregory Aurre is also
the father of the only other director of the Registrant, Amerika Aurre.

Indebtedness of Management

        None of the  Registrants  officers  and  directors  are  indebted to the
Company, and have not been at any time.

Transaction with Promoters

        The names of the  Promoters  and the nature and  amount of  anything  of
value received are as follows:


NAMES           COMMON STOCK    CASH            PROPERTY, CONTRACTS
                RECEIVED        RECEIVED        OPTIONS RECEIVED OR
                                                DUE IN THE FUTURE
_____           ____________    ________        ___________________

GREGORY AURRE   24,000,000      0               0

AMERIKA AURRE   25,000          0               0

GREGORY AURRE   25,000          0               0
III

The  promoters  of the  Registrant  received  no  cash  compensation.  The  only
compensation was the shares of common stock listed above.


<PAGE>




Item 13. Exhibits and Reports on Form 8-K

                                           EXHIBITS

        The exhibits referred to here in above are more  particularly  described
below. In addition to these exhibits,  certain other exhibits have been attached
hereto as supplementary  information,  and may assist in a further understanding
of the information presented.

Exhibit No.       Pages       Description of Exhibits

    A                         Audited Financial Statements for Year 1999




                                          Signatures

        Pursuant to the  requirements of Section 15d of the Securities  Exchange
Act of 1934, the registrant  has duly caused this  registration  statement to be
signed on its behalf by the undersigned, thereunto duly authorized.

               (Registrant) ATLANTICA, INC.


               Date  March 15, 2000

               By /S/GREGORY AURRE
               Gregory Aurre - President

<PAGE>

















                                 ATLANTICA, INC.
                          (A Development Stage Company)

                              FINANCIAL STATEMENTS

                                December 31, 1999

<PAGE>







                                 C O N T E N T S


Independent Auditors' Report.................................................. 3

Balance Sheet................................................................. 4

Statements of Operations...................................................... 5

Statements of Stockholders' Equity (Deficit).................................. 6

Statements of Cash Flows...................................................... 7

Notes to the Financial Statements............................................. 8

<PAGE>






                          INDEPENDENT AUDITORS' REPORT


To the Stockholders of
Atlantica, Inc.
(A Development Stage Company)
New York, New York


We have audited the accompanying balance sheet of Atlantica, Inc. (a development
stage company) as of December 31, 1999 and the related statements of operations,
stockholders'  equity  (deficit) and cash flows for the years ended December 31,
1999 and 1998 and from  inception  of the  development  stage on January 1, 1997
through December 31, 1999. 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  generally   accepted  auditing
standards.  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, 1999 and the results of its operations and its
cash flows for the years ended  December 31, 1999 and 1998 and from inception of
the development stage on January 1, 1997 through December 31, 1999 in conformity
with 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 5 to the
financial  statements,  the  Company  is a  development  stage  company  with no
significant  operating results to date, 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 5. The  financial  statements do not include
any adjustments that might result from the outcome of this uncertainty.



Jones, Jensen & Company
Salt Lake City, Utah
March 9, 2000

<PAGE>
<TABLE>
<CAPTION>

                                                  ATLANTICA, INC.
                                           (A Development Stage Company)
                                                   Balance Sheet


                                                      ASSETS

                                                                                   December 31,
                                                                                       1999

<S>                                                                                <C>
CURRENT ASSETS

   Cash ........................................................................   $      --

     Total Current Assets ......................................................          --

     TOTAL ASSETS ..............................................................   $      --


                                  LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

   Accounts payable ............................................................   $     4,743

     Total Current Liabilities .................................................         4,743

     Total Liabilities .........................................................         4,743

STOCKHOLDERS' EQUITY (DEFICIT)

   Common stock: 25,000,000 shares authorized
    of $0.0001 par value, 24,581,458 shares issued
    and outstanding ............................................................         2,458
   Additional paid-in capital ..................................................        56,773
   Accumulated deficit prior to development stage ..............................    (1,256,700)
   Retained earnings from inception of development
    stage on January 1, 1997 ...................................................     1,192,726

     Total Stockholders' Equity (Deficit) ......................................        (4,743)

     TOTAL LIABILITIES AND STOCKHOLDERS'
      EQUITY (DEFICIT) .........................................................   $      --


</TABLE>

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


                                        4
<PAGE>
<TABLE>
<CAPTION>

                                 ATLANTICA, INC.
                          (A Development Stage Company)
                            Statements of Operations


                                                                                 From
                                                                              Inception of
                                                                              Development
                                                                                Stage on
                                                                For the        January 1,
                                                              Years Ended     1997 Through
                                                              December 31,    December 31,
                                                  1999            1998           1999

<S>                                          <C>            <C>            <C>
REVENUES .................................   $      --      $      --      $      --

EXPENSES

   General and administrative ............        14,756          9,261         63,974
   Interest expense ......................          --           53,100        106,200

     Total Expenses ......................        14,756         62,361        170,174

NET LOSS BEFORE
 EXTRAORDINARY ITEMS .....................       (14,756)       (62,361)      (170,174)

   Gain on extinguishment of debt (Note 2)     1,362,900           --        1,362,900
   Extraordinary income

NET INCOME (LOSS) ........................   $ 1,348,144    $     (62,361) $      1,192,726

BASIC INCOME (LOSS) PER SHARE ............   $      0.05    $     (0.00)
</TABLE>

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


                                        5

<PAGE>
<TABLE>
<CAPTION>

                                                  ATLANTICA, INC.
                                           (A Development Stage Company)
                                   Statements of Stockholders' Equity (Deficit)

                                                                                       Additional
                                               Common Stock                         Paid-In     Accumulated
                                         Shares           Amount                    Capital       Deficit

<S>                                <C>          <C>             <C>               <C>    <C>    <C>
Inception of development stage,
 January 1, 1997 ..............       531,458           $        53             $        (53) $     (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 ....       531,458                    53                      39,904    (1,349,757)

March 1, 1998, liquidating
 dividend (Note 1a) ...........          --                      --                        --            --

March 13, 1998, common
 stock issued for services
 at $0.0001 per share .........    24,050,000                 2,405                        --            --

Expenses paid on the
 Company's behalf .............          --                      --                       6,856          --

Net loss for the year ended
 December 31, 1998 ............          --                      --                        --         (62,361)

Balance, December 31, 1998 ....    24,581,458                 2,458                      46,760    (1,412,118)

Expenses paid on the
 Company's behalf .............          --                      --                      10,013          --

Net income for the year ended
 December 31, 1999 ............          --                      --                        --       1,348,144

Balance, December 31, 1999 ....    24,581,458           $     2,458             $       56,773   $   (63,974)
</TABLE>

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


                                        6
<PAGE>
<TABLE>
<CAPTION>

                                 ATLANTICA, INC.
                          (A Development Stage Company)
                            Statements of Cash Flows


                                                                                                   From
                                                                                               Inception of
                                                                                                Development
                                                                                                 Stage on
                                                                       For the                   January 1,
                                                                     Years Ended                1997 Through
                                                                     December 31,               December 31,
                                                              1999               1998               1999

<S>                                                    <C>                 <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES

   Net income (loss)                                   $        1,348,144  $          (62,361) $       1,192,726
   Adjustments to reconcile net income (loss) to
    net cash used by operating activities:
     Common stock issued for services                              -                    2,405              2,405
     Extinguishment of debt                                    (1,362,900)             -              (1,362,900)
   Changes in operating assets and liabilities:
     Increase in accounts payable                                   4,743              -                   4,743
     Increase in accrued interest                                  -                   53,100            106,200

       Net Cash (Used) by Operating Activities                    (10,013)             (6,856)           (56,826)

CASH FLOWS FROM INVESTING ACTIVITIES                               -                    -                 -

CASH FLOWS FROM FINANCING ACTIVITIES

   Capital contributed by shareholder                              10,013               6,856             56,826

       Net Cash Provided by Financing Activities                   10,013               6,856             56,826

NET INCREASE (DECREASE) IN CASH
 AND CASH EQUIVALENTS                                              -                   -                  -

CASH AND CASH EQUIVALENTS AT
 BEGINNING OF PERIOD                                               -                   -                  -

CASH AND CASH EQUIVALENTS AT
 END OF PERIOD                                         $           -       $           -       $          -

CASH PAID FOR:

   Interest                                            $           -       $           -       $          -
   Taxes                                               $           -       $           -       $          -

</TABLE>

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


                                        7

<PAGE>

                                 ATLANTICA, INC.
                          (A Development Stage Company)
                        Notes to the Financial Statements
                                December 31, 1999


NOTE 1 -      SUMMARY OF SIGNIFICANT 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 generally accepted
          accounting  principles  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. Reorganization

          On February 20, 1998, an agreement and plan of reorganization  between
          Gregory  Aurre and Michael  Oliver was made;  whereby Mr.  Aurre would
          take over  control  of the  Company,  and Mr.  Oliver,  the  principal
          stockholder, sold control of the Company.

          On March 13, 1998,  a Board of  Directors  meeting was held to install
          the above mentioned February 20, 1998 agreement.  In the meeting,  new
          directors were voted on making  Gregory Aurre the Company's  President
          and a director,  Amerika  Aurre and Gregory Aurre III as directors and
          Gregory Aurre III as Secretary and Treasurer.

                                                         8

<PAGE>

                                 ATLANTICA, INC.
                          (A Development Stage Company)
                        Notes to the Financial Statements
                                December 31, 1999


NOTE 1 -      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

          c. Accounting Method

          The  Company's  financial  statements  are prepared  using the accrual
          method of accounting. The Company has elected a December 31 year end.

          d. Estimates

          The preparations of financial  statements in conformity with generally
          accepted  accounting  principles 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.

          e. Income Taxes

          No provision for income taxes has been accrued because the Company has
          net  operating   losses  from   inception.   The  net  operating  loss
          carryforwards  of  approximately  $170,000 at  December  31, 1999 will
          expire in 2019.  No tax  benefit has been  reported  in the  financial
          statements  because the Company is uncertain if the carryforwards will
          expire unused. Accordingly, the potential tax benefits are offset by a
          valuation account of the same amount.

          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, 1999
                         Income              Shares            Per Share
                      (Numerator)         (Denominator)          Amount

                $        1,348,144          24,581,458  $            0.05


                                        For the Year Ended
                                        December 31, 1998
                         (Loss)              Shares            Per Share
                       (Numerator)         (Denominator)       Amount

                $          (62,361)         24,581,458  $           (0.00)





                                        9
<PAGE>

                                 ATLANTICA, INC.
                          (A Development Stage Company)
                        Notes to the Financial Statements
                                December 31, 1999


NOTE 1 -      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

          g. Revenue Recognition Policy

          The Company currently has no source of revenues.  Revenue  recognition
          policies will be determined when principal operations begin

NOTE 2 -      MORTGAGE PAYABLE

          In 1990, the Company signed as a guarantor of a mortgage.  The primary
          mortgagee  has  defaulted  on the loan so the Company had 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  $1,362,900  ($885,000  principal and
          $477,900  accrued  interest) 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 3 -      COMMON STOCK

          On March 13, 1998, the Company approved a 20-for-1 stock split.  After
          the split, the Company  authorized  25,000,000  shares and changed the
          par value from $0.01 to $0.0001. 24,050,000 shares, on this same date,
          were issued to the  directors  of the Company for  services  rendered,
          valued at $0.0001 per share. The reverse stock split is reflected on a
          retroactive basis.

NOTE 4 -      RELATED PARTY TRANSACTIONS

          Expenses incurred by the Company and its former  subsidiaries,  Allied
          and Keys,  for  reinstatement,  legal and filing fees were paid out of
          pocket by its former majority shareholder and director. The funds were
          recorded as additional  paid-in capital.  No  reimbursement  for these
          expenses  paid  will be  made by the  Company.  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  during the years ended  December 31, 1999 and 1998 were paid
          by the Company's President.  Expenses were paid by the President and a
          contribution   of  capital   was   recorded  at  $10,013  and  $6,856,
          respectively.



                                                        10


<PAGE>

                                 ATLANTICA, INC.
                          (A Development Stage Company)
                        Notes to the Financial Statements
                                December 31, 1999



NOTE 5 -      GOING CONCERN

          The  Company's  financial  statements  are  prepared  using  generally
          accepted  accounting  principles  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. Currently, management has committed to covering all operating
          and other costs until sufficient revenues are generated.

                                                        11