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, 2004

[ ]  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)

                     4685 S. Highland Drive, Suite #202
                        Salt Lake City, Utah 84117
                        --------------------------
                  (Address of Principal Executive Offices)

                 Issuer's Telephone Number: (801) 278-9424

Securities registered under Section 12(b) of the Act: None

Securities registered under Section 12(g) of the Act:

                       $0.0001 par value common stock
                       -----------------------------
                               Title of Class

     Check whether the Registrant (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      No  X          (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 Registrant's revenues for its most recent fiscal year: December 31,
2004 - None.

     State the aggregate market value of the common voting stock of the
Registrant 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.

     April 6, 2005 - $67.28.  There are approximately 672,775 shares of common
voting stock of the Registrant held by non-affiliates.  During the past
several years, there has been no "public market" for shares of common stock of
the Registrant, so the Registrant has arbitrarily valued these shares on the
basis of par value per share.

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

     None; not applicable.

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

     None; not applicable.

                (APPLICABLE ONLY TO CORPORATE REGISTRANTS)

     State the number of shares outstanding of each of the Registrant's
classes of common equity, as of the latest practicable date: April 6, 2005
- 24,581,458 shares of common stock.

                  DOCUMENTS INCORPORATED BY REFERENCE
                  -----------------------------------

     A description of "Documents Incorporated by Reference" is contained in
Part III, Item 13.

   Transitional Small Business Issuer Format   Yes X    No

                               PART I

Item 1. Description of Business.

                           Business Development

                               Organization

Atlantica, Inc. (our "Company," "we," "us," "our" and words of similar
import) was organized pursuant to the laws of the State of Utah on March 3,
1938, under the name "Red Hills Mining Company," with an authorized capital of
$20,000 divided into 2,000,000 shares of common stock of a par value of
$0.01 per share.  Our Company was formed for the primary purpose of conducting
the business of mining in all of its branches.

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 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 us.

The Board of Directors resolved on October 30, 2002, 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 Atlantica.  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.  See Part II,
Item 11.

On November 15, 2002, we were reinstated with the State of Utah.

Copy of our Bylaws were attached to our Annual Report for the year ended
December 31, 2001, and are incorporated herein by reference.  See Part III,
Item 13.

Copies of our Articles of Incorporation, as amended, were attached to our
initial Registration Statement on Form 10-SB and are incorporated herein by
reference.  See Part III, Item 13.

                                 Business

Our Company's plan of operation for the next 12 months is to:(i) consider
guidelines of industries in which we may have an interest; (ii) adopt a
business plan regarding engaging in the business of any selected industry;
and (iii) to commence such operations through funding and/or the acquisition
of a "going concern" engaged in any industry selected.

Our Company is not currently engaged in any substantive business activity,
and we have no plans to engage in any such activity in the foreseeable future.
In our present form, we may be deemed to be a vehicle to acquire or merge with
a business or company.  Regardless, the commencement of any business
opportunity will be preceded by the consideration and adoption of a business
plan by our Board of Directors.  We do not intend to restrict our search for
business opportunities to any particular business or industry, and the areas
in which we will seek out business opportunities or acquisitions,
reorganizations or mergers may include, but will not be limited to, the fields
of high technology, manufacturing, natural resources, service, research and
development, communications, transportation, insurance, brokerage, finance and
all medically related fields, among others.  We recognize that the number of
suitable potential business ventures that may be available to us may be
extremely limited, and may be restricted to entities who desire to avoid
what such entities may deem to be the adverse factors related to an initial
public offering ("IPO").  The most prevalent of these factors include
substantial time requirements, legal and accounting costs, the inability to
obtain an underwriter who is willing to publicly offer and sell shares, the
lack of or the inability to obtain the required financial statements for such
an undertaking, limitations on the amount of dilution to public investors in
comparison to the stockholders of any such entities, along with other
conditions or requirements imposed by various federal and state securities
laws, rules and regulations and federal and state agencies that implement such
laws, rules and regulations.  Any of these types of transactions, regardless
of the particular prospect, would require us to issue a substantial number of
shares of our common stock, that could amount to as much as 95% of our
outstanding securities following the completion of any such transaction;
accordingly, investments in any such private enterprise, if available, would
be much more favorable than any investment in our Company.

Management intends to consider a number of factors prior to making any
decision as to whether to participate in any specific business endeavor, none
of which may be determinative or provide any assurance of success.  These may
include, but will not be limited to, as applicable, an analysis of the quality
of the particular entity's management personnel; the anticipated acceptability
of any new products or marketing concepts that it may have; the merit of its
technological changes; its present financial condition, projected growth
potential and available technical, financial and managerial resources; its
working capital, history of operations and future prospects; the nature of its
present and expected competition; the quality and experience of its management
services and the depth of its management; its potential for further research,
development or exploration; risk factors specifically related to its business
operations; its potential for growth, expansion and profit; the perceived
public recognition or acceptance of its products, services, trademarks and
name identification; and numerous other factors which are difficult, if not
impossible, to properly or accurately analyze, let alone describe or identify,
without referring to specific objective criteria.

Regardless, the results of operations of any specific entity may not
necessarily be indicative of what may occur in the future, by reason of
changing market strategies, plant or product expansion, changes in product
emphasis, future management personnel and changes in innumerable other
factors.  Further, in the case of a new business venture or one that is in a
research and development mode, the risks will be substantial, and there will
be no objective criteria to examine the effectiveness or the abilities of its
management or its business objectives.  Also, a firm market for its products
or services may yet need to be established, and with no past track record, the
profitability of any such entity will be unproven and cannot be predicted with
any certainty.

Management will attempt to meet personally with management and key
personnel of the entity providing any potential business opportunity afforded
to our Company, visit and inspect material facilities, obtain independent
analysis or verification of information provided and gathered, check
references of management and key personnel and conduct other reasonably
prudent measures calculated to ensure a reasonably thorough review of any
particular business opportunity; however, due to time constraints of
management, these activities may be limited.  See the heading "Business
Experience," Part III, Item 9.

We are unable to predict the time as to when and if we may actually
participate in any specific business endeavor.  Our Company anticipates that
proposed business ventures will be made available to us through personal
contacts of directors, executive officers and principal stockholders,
professional advisors, broker dealers in securities, venture capital
personnel, members of the financial community and others who may present
unsolicited proposals.  In certain cases, we may agree to pay a finder's fee
or to otherwise compensate the persons who submit a potential business
endeavor in which our Company eventually participates.  Such persons
may include our directors, executive officers and beneficial owners our
securities or their affiliates.  In this event, such fees may become a factor
in negotiations regarding any potential venture and, accordingly, may present
a conflict of interest for such individuals.  Management does not presently
intend to acquire or merge with any business enterprise in which any member
has a prior ownership interest.

Our Company's directors and executive officers have not used any particular
consultants, advisors or finders on a regular basis.

Although we currently have no plans to do so, depending on the nature and
extent of services rendered, we may compensate members of management in the
future for services that they may perform for our Company.  Because we
currently have extremely limited resources, and we are unlikely to have any
significant resources until we have determined a business or enterprise
to engage in or have completed a merger or acquisition, management expects
that any such compensation would take the form of an issuance of our Company's
common stock to these persons; this would have the effect of further diluting
the holdings of our other stockholders.  There are presently no preliminary
agreements or understandings between us and members of management respecting
such compensation.

Substantial fees are often paid in connection with the completion of all
types of acquisitions, reorganizations or mergers, ranging from a small amount
to as much as $400,000.  These fees are usually divided among promoters or
founders, after deduction of legal, accounting and other related expenses, and
it is not unusual for a portion of these fees to be paid to members of
management or to principal stockholders as consideration for their agreement
to retire a portion of the shares of common stock owned by them.  Management
may actively negotiate or otherwise consent to the purchase of all or any
portion of their common stock as a condition to, or in connection with, a
proposed reorganization, merger or acquisition.  It is not anticipated that
any such opportunity will be afforded to other stockholders or that such other
stockholders will be afforded the opportunity to approve or consent to any
particular stock buy-out transaction.  In the event that any such fees are
paid, they may become a factor in negotiations regarding any potential
acquisition or merger by our Company and, accordingly, may also present a
conflict of interest for such individuals.  We have no present arrangements or
understandings respecting any of these types of fees or opportunities.

None of our directors, executive officers, founders or their affiliates
or associates has had any negotiations with any representatives of the owners
of any business or company regarding the possibility of an acquisition,
reorganization, merger or other business opportunity for our Company; nor are
there any similar arrangements with us.

                               Risk Factors

In any business venture, there are substantial risks specific to the
particular enterprise which cannot be ascertained until a potential
acquisition, reorganization or merger candidate has been identified; however,
at a minimum, our Company's present and proposed business operations will be
highly speculative and be subject to the same types of risks inherent in any
new or unproven venture, and will include those types of risk factors outlined
below.

Extremely Limited Assets; No Source of Revenue.

Our Company has no assets and has had no profitable operations since
inception.   We will not receive additional revenues until we select an
industry in which to commence business or  complete an acquisition,
reorganization or merger, at the earliest.  We can provide no assurance that
any selected or acquired business will produce any material revenues for our
Company or our stockholders or that any such business will operate on a
profitable basis.

Our Company May Be Deemed to Be a "Blank Check" Company Until We Adopt a
Business Plan.

The limited business operations of our Company, as now contemplated, involve
those of a "blank check" company.  The only activities to be conducted by our
Company are winding down the business and to manage our current limited assets
and to seek out and investigate the commencement or the acquisition of any
viable business opportunity by purchase and exchange for securities of our
Company or pursuant to a reorganization or merger through which securities of
our Company will be issued or exchanged.

Discretionary Use of Proceeds; "Blank Check" Company.

Because our Company is not currently engaged in any substantive business
activities, as well as management's broad discretion with respect to selecting
a business or industry for commencement of operations or completing an
acquisition of assets, property or business, our Company may be deemed to be a
"blank check" company.  Although management intends to apply any proceeds we
may receive through the issuance of stock or debt to a suitable business
enterprise, subject to the criteria identified above, such proceeds will not
otherwise be designated for any more specific purpose.  Our Company can
provide no assurance that any use or allocation of such proceeds will allow us
to achieve our business objectives.

Our Company Will Seek Out Business Opportunities.

Management will seek out and investigate business opportunities through every
reasonably available fashion, including personal contacts, professionals,
securities broker dealers, venture capital personnel, members of the financial
community and others who may present unsolicited proposals; our Company may
also advertise our availability as a vehicle to bring a company to the public
market through a "reverse" reorganization or merger.

Absence of Substantive Disclosure Relating to Prospective Acquisitions.

Because our Company has not yet identified any industry or assets, property or
business that we may engage in or acquire, potential investors in our Company
will have virtually no substantive information upon which to base a decision
whether to invest in our Company.  Potential investors would have access to
significantly more information if our Company had already identified a
potential acquisition or if the acquisition target had made an offering of its
securities directly to the public.  Our Company can provide no assurance that
any investment in our Company will not ultimately prove to be less favorable
than such a direct investment.

Unspecified Industry and Acquired Business; Unascertainable Risks.

To date, our Company has not identified any particular industry or business in
which to concentrate our potential interests.  Accordingly, prospective
investors currently have no basis to evaluate the comparative risks and merits
of investing in the industry or business in which our Company may acquire.  To
the extent that our Company may acquire a business in a high risk industry,
our Company will become subject to those risks.  Similarly, if our Company
acquires a financially unstable business or a business that is in the early
stages of development, our Company will become subject to the numerous risks
to which such businesses are subject.  Although management intends to consider
the risks inherent in any industry and business in which we may become
involved, there can be no assurance that we will correctly assess such risks.

Uncertain Structure of Acquisition.

Management has had no preliminary contact or discussions regarding, and there
are no present plans, proposals or arrangements to engage in or acquire any
specific business, assets, property or business.   Accordingly, it is unclear
whether such an acquisition would take the form of an exchange of capital
stock, a merger or an asset acquisition.  However, because our Company has
virtually no resources as of the date of this Annual Report, management
expects that any such acquisition would take the form of an exchange of
capital stock.

Auditor's 'Going Concern' Opinion.

The Independent Auditor's Report issued in connection with the audited
financial statements of our Company for the calendar years ended December 31,
2004, 2003, 2002 and 2001, expresses "substantial doubt about its ability to
continue as a going concern," due to our Company's status as a start up and
our lack of profitable operations.  See Part II, Item 7, of this Annual
Report.

Losses Associated With Startup.

Our Company has not had a profitable operating history.  We cannot guarantee
that we will become profitable.

State Restrictions on "Blank Check" Companies.

A total of 36 states prohibit or substantially restrict the registration and
sale of "blank check" companies within their borders.  Additionally, 36 states
use "merit review powers" to exclude securities offerings from their borders
in an effort to screen out offerings of highly dubious quality.  See paragraph
8221, NASAA Reports, CCH Topical Law Reports, 1990.  Our Company intends to
comply fully with all state securities laws, and plans to take the steps
necessary to ensure that any future offering of our securities is limited to
those states in which such offerings are allowed.  However, while our Company
has no substantive business operations and is deemed to a "blank check"
Company, these legal restrictions may have a material adverse impact on the
Company's ability to raise capital because potential purchasers of the
Company's securities must be residents of states that permit the purchase of
such securities.  These restrictions may also limit or prohibit stockholders
from reselling shares of our Company's common stock within the borders of
regulating states.

By regulation or policy statement, eight states (Idaho, Maryland, Missouri,
Nevada, New Mexico, Pennsylvania, Utah and Washington), some of which are
included in the group of 36 states mentioned above, place various restrictions
on the sale or resale of equity securities of "blank check" or "blind pool"
companies.  These restrictions include, but are not limited to, heightened
disclosure requirements, exclusion from "manual listing" registration
exemptions for secondary trading privileges and outright prohibition of public
offerings of such companies.  Because our Company does not intend to make any
offering of our securities in the foreseeable future, management does not
believe that any state restriction on "blank check" offerings will have any
effect on our Company.

In most jurisdictions, "blank check" and "blind pool" companies are not
eligible for participation in the Small Corporate Offering Registration
("SCOR") program, which permits an issuer to notify the Securities and
Exchange Commission of certain offerings registered in such states by filing a
Form D under Regulation D of the Securities and Exchange Commission.  All
states (with the exception of Alabama, Delaware, Florida, Hawaii, Minnesota,
Nebraska and New York) have adopted some form of SCOR.  States participating
in the SCOR program also allow applications for registration of securities by
qualification by filing a Form U-7 with the states' securities commissions.
Nevertheless, our Company does not anticipate making any SCOR offering or
other public offering in the foreseeable future, even in any jurisdiction
where it may be eligible for participation in SCOR, despite our status as a
"blank check" or "blind pool" company.

The net effect of the above-referenced laws, rules and regulations will be to
place significant restrictions on our Company's ability to register, offer and
sell and/or to develop a secondary market for shares of our Company's common
stock in virtually every jurisdiction in the United States.  These
restrictions should cease once and if our Company acquires a venture by
purchase, reorganization or merger, so long as the business operations
succeeded to involve sufficient activities of a specific nature.

Management to Devote Insignificant Time to Activities of Our Company.

Members of our Company's management are not required to devote their full time
to the affairs of our Company.  Because of their time commitments, as well as
the fact that our Company has no business operations, the members of
management currently devote one hour a week to the activities of our Company,
until such time as our Company has identified a suitable acquisition target.

No Market for Common Stock; No Market for Shares.

Although our Company intends to submit for quotation of our common stock on
the OTC Bulletin Board of the NASD before any selection of a business
opportunity or a merger or acquisition transaction, and to seek a
broker-dealer to act as market-maker for our securities (without the use of
any consultant), there is currently no market for such shares, there have been
no discussions with any broker-dealer or any other person in this regard, and
no market maker has been identified; there can be no assurance that such a
market will ever develop or be maintained.  Any market price for shares of
common stock of our Company is likely to be very volatile, and numerous
factors beyond the control of our Company may have a significant effect.  In
addition, the stock markets generally have experienced, and continue to
experience, extreme price and volume fluctuations which have affected the
market price of many small capital companies and which have often been
unrelated to the operating performance of these companies.  These broad market
fluctuations, as well as general economic and political conditions, may
adversely affect the market price of our Company's common stock in any market
that may develop.  Sales of "restricted securities" under Rule 144 may also
have an adverse effect on any market that may develop.  See Part II, Item 5.

Risks of "Penny Stock."

Our Company's common stock may be deemed to be "penny stock" as that term is
defined in Rule 3a51-1 of the Securities and Exchange Commission.  Penny
stocks are stocks (i) with a price of less than five dollars per share;
(ii) that are not traded on a "recognized" national exchange; (iii) whose
prices are not quoted on the NASDAQ automated quotation system (NASDAQ- listed
stocks must still meet requirement (i) above); or (iv) in issuers with net
tangible assets less than $2,000,000 (if the issuer has been in continuous
operation for at least three years) or $5,000,000 (if in continuous operation
for less than three years), or with average revenues of less than $6,000,000
for the last three years.

Section 15(g) of the Exchange Act and Rule 15g-2 of the Securities and
Exchange Commission require broker- dealers dealing in penny stocks to provide
potential investors with a document disclosing the risks of penny stocks and
to obtain a manually signed and dated written receipt of the document before
effecting any transaction in a penny stock for the investor's account.
Potential investors in our Company's common stock are urged to obtain and read
such disclosure carefully before purchasing any shares that are deemed to be
"penny stock."

Moreover, Rule 15g-9 of the Securities and Exchange Commission requires
broker-dealers in penny stocks to approve the account of any investor
for transactions in such stocks before selling any penny stock to that
investor.  This procedure requires the broker-dealer to (i) obtain from the
investor information concerning his or her financial situation, investment
experience and investment objectives; (ii) reasonably determine, based on that
information, that transactions in penny stocks are suitable for the investor
and that the investor has sufficient knowledge and experience as to be
reasonably capable of evaluating the risks of penny stock transactions; (iii)
provide the investor with a written statement setting forth the basis on which
the broker-dealer made the determination in (ii) above; and (iv) receive a
signed and dated copy of such statement from the investor, confirming that it
accurately reflects the investor's financial situation, investment experience
and investment objectives.  Compliance with these requirements may make it
more difficult for investors in our Company's common stock to resell their
shares to third parties or to otherwise dispose of them.

There Has Been No "Established Public Market" for Our Company's Common Stock
Since 1974.

At such time as our Company identifies a business opportunity or completes a
merger or acquisition transaction, if at all, we may attempt to qualify for
quotation on either NASDAQ or a national securities exchange.  However, at
least initially, any trading in our common stock will most likely be conducted
in the over-the-counter market in the "pink sheets" or the OTC Bulletin Board
of the NASD.  Management intends to submit our securities for quotations on a
national medium as soon as is reasonably practicable.

             Principal Products or Services and Their Markets

None; not applicable.

             Distribution Methods of the Products or Services

None; not applicable.

          Status of any Publicly Announced New Product or Service

None; not applicable.

                      Competitive Business Conditions

Management believes that there are literally thousands of "blank check"
companies engaged in endeavors similar to those engaged in by our Company;
many of these companies have substantial current assets and cash reserves.
Competitors also include thousands of other publicly-held companies whose
business operations have proven unsuccessful, and whose only viable business
opportunity is that of providing a publicly-held vehicle through which a
private entity may have access to the public capital markets.  There is no
reasonable way to predict the competitive position of our Company or any other
entity in the strata of these endeavors; however, our Company, having limited
assets and cash reserves, will no doubt be at a competitive disadvantage in
competing with entities which have recently completed IPO's, have significant
cash resources and have recent operating histories when compared with the
complete lack of any substantive operations by our Company for the past
several years.

  Sources and Availability of Raw Materials and Names of Principal Suppliers

None; not applicable.

                Dependence on One or a Few Major Customers

None; not applicable.

Patents, Trademarks, Licenses, Franchises, Concessions, Royalty Agreements or
                              Labor Contracts

None; not applicable.

     Need for any Governmental Approval of Principal Products or Services

Because our Company currently produces no products or services, we are not
presently subject to any governmental regulation in this regard.  However, in
the event that our Company engages in a merger or acquisition transaction with
an entity that engages in such activities, we will become subject to all
governmental approval requirements to which the merged or acquired entity is
subject.

     Effect of Existing or Probable Governmental Regulations on Business

The integrated disclosure system for small business issuers adopted by the
Securities and Exchange Commission in Release No.  34-30968 and effective as
of August 13, 1992, substantially modified the information and financial
requirements of a "Small Business Issuer," defined to be an issuer that has
revenues of less than $25 million; is a U.S.  or Canadian issuer; is not an
investment company; and if a majority-owned subsidiary, the parent is also a
small business issuer; provided, however, an entity is not a small business
issuer if it has a public float (the aggregate market value of the issuer's
outstanding securities held by non- affiliates) of $25 million or more.

The Securities and Exchange Commission, state securities commissions and the
North American Securities Administrators Association, Inc.  ("NASAA") have
expressed an interest in adopting policies that will streamline the
registration process and make it easier for a small business issuer to have
access to the public capital markets.  The present laws, rules and regulations
designed to promote availability to the small business issuer of these capital
markets and similar laws, rules and regulations that may be adopted in the
future will substantially limit the demand for "blank check" companies like
our Company, and may make the use of these companies obsolete.

We are also subject to the Sarbanes-Oxley Act of 2002.  This Act creates a
strong and independent accounting oversight board to oversee the conduct of
auditors of public companies and strengthens auditor independence.  It also
requires steps to enhance the direct responsibility of senior members of
management for financial reporting and for the quality of financial
disclosures made by public companies; establishes clear statutory rules to
limit, and to expose to public view, possible conflicts of interest affecting
securities analysts; creates guidelines for audit committee members'
appointment, compensation and oversight of the work of public companies'
auditors; prohibits certain insider trading during pension bund blackout
periods; and establishes a federal crime of securities fraud, among other
provisions.

Section 14(a) of the Exchange Act requires all companies with securities
registered pursuant to Section 12(g) of the Exchange Act to comply
with the rules and regulations of the Securities and Exchange Commission
regarding proxy solicitations, as outlined in Regulation 14A.  Matters
submitted to stockholders of our Company at a special or annual meeting
thereof or pursuant to a written consent will require our Company to provide
our stockholders with the information outlined in Schedules 14A or 14C of
Regulation 14; preliminary copies of this information must be submitted to the
Securities and Exchange Commission at least 10 days prior to the date that
definitive copies of this information are forwarded to our stockholders.

We are also required to file annual reports on Form 10-KSB and quarterly
reports on Form 10-QSB with the Securities Exchange Commission on a
regular basis, and will be required to timely disclose certain material
events (e.g., changes in corporate control; acquisitions or dispositions of a
significant amount of assets other than in the ordinary course of business;
and bankruptcy) in a Current Report on Form 8-K12G3.

If we are acquired by a non-"reporting issuer" under the Exchange Act, we will
be subject to the "back-door registration" requirements of the Securities and
Exchange Commission that will require us to file a Current Report on Form
8-K12G3 that will include all information about such non-"reporting issuer" as
would have been required to be filed by that entity had it filed a Form 10 or
Form 10SB Registration Statement with the Securities and Exchange Commission.
The Securities and Exchange Commission proposed on April 13, 2004, that any
acquisition that will result in our Company no longer being a "blank check" or
"blind pool" company will require us to include all information about the
acquired company as would have been required to be filed by that entity had it
filed a Form 10 or Form 10SB Registration Statement with the Securities and
Exchange Commission.

                         Research and Development

None; not applicable.

          Cost and Effects of Compliance with Environmental Laws

None; not applicable.  However, environmental laws, rules and regulations may
have an adverse effect on any business venture viewed by our Company as an
attractive acquisition, reorganization or merger candidate, and these factors
may further limit the number of potential candidates available to our Company
for acquisition, reorganization or merger.

                            Number of Employees

None.

Item 2.  Description of Property.
---------------------------------

Our Company has no assets, property or business; its principal executive
office address and telephone number are the office address and telephone
number of Duane S. Jenson, who is a shareholder, our President and a
director, and are provided at no cost.

Item 3.  Legal Proceedings.
---------------------------

Our Company is not the subject of any pending legal proceedings; and to
the knowledge of management, no proceedings are presently contemplated against
our Company by any federal, state or local governmental agency.

Further, to the knowledge of management, no director or executive officer
is party to any action in which any has an interest adverse to our Company.

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

No matter was submitted to a vote of our Company's security holders during the
fourth quarter of the period covered by this Annual Report or during the
previous two fiscal years.

                         PART II

Item 5.  Market for Common Equity, Related Stockholder Matters and Small
Business Issuer Purchases of Equity Securities.
-----------------------------------------------

Market Information.
-------------------

There has never been any "established trading market" for shares of common
stock of our Company since 1974.  Our Company was listed in the "Pink Sheets."
No assurance can be given that any market for our Company's common stock will
develop or be maintained.  For any market that develops for our Company's
common stock, the sale of "restricted securities" (common stock) pursuant to
Rule 144 of the Securities and Exchange Commission by members of management or
any other person to whom any such securities may be issued in the future may
have a substantial adverse impact on any such public market.  Present members
of management have already satisfied the one year holding period of Rule 144
for public sales of their respective holdings in our Company in accordance
with Rule 144.  See the caption "Recent Sales of Unregistered Securities," of
this Item, below.

A minimum holding period of one year is required for resales under Rule 144,
along with other pertinent provisions, including publicly available
information concerning our Company; limitations on the volume of restricted
securities which can be sold in any ninety (90) day period; the requirement of
unsolicited broker's transactions; and the filing of a Notice of Sale on Form
144.

                                  Holders

The number of record holders of our Company's securities as of April 6, 2005
is approximately 664.

                                 Dividends

Our Company has not declared any cash dividends with respect to our common
stock, and does not intend to declare dividends in the foreseeable future.
The future dividend policy of our Company cannot be ascertained with any
certainty, and if and until our Company completes any acquisition,
reorganization or merger, no such policy will be formulated.  There are no
material restrictions limiting, or that are likely to limit, our Company's
ability to pay dividends on our securities.

                     Equity Compensation Plan Information

Our Company does not have any Equity Compensation Plans.

  Recent Sales of Unregistered Securities; Use of Proceeds from Registered
                           Securities.

     Sales of Restricted Securities.
     -------------------------------

     We have had no recent sales of restricted securities.

     Restrictions on Sales of Certain "Restricted Securities"
     --------------------------------------------------------

Generally, "restricted securities" can be resold under Rule 144 once they have
been held for at least one year (subparagraph (d) thereof), provided that the
issuer of the securities satisfies the "current public information"
requirements (subparagraph (c)) of the Rule; no more than 1% of the
outstanding securities of the issuer are sold in any three month period
(subparagraph (e)); the seller does not arrange or solicit the solicitation of
buyers for the securities in anticipation of or in connection with the sale
transactions or does not make any payment to anyone in connection with the
sales transactions except the broker dealer who executes the trade or trades
in these securities (subparagraph (f)); the shares are sold in "broker's
transactions" only (subparagraph (g)); the seller files a Notice on Form 144
with the Securities and Exchange Commission at or prior to the sales
transactions (subparagraph (h)); and the seller has a bona fide intent to sell
the securities within a reasonable time of the filing.  Once two years have
lapsed, assuming the holder of the securities is not an "affiliate" of the
issuer, unlimited sales can be made without further compliance with the terms
and provisions of Rule 144.  All "restricted securities" of the Company have
been held for in excess of one year.

In January, 2000, Richard K. Wulff, the Chief of the Securities and Exchange
Commission's Office of Small Business, wrote a letter to Ken Worm, the
Assistant Director of the OTC Compliance Unit of NASD Regulation, Inc. Many
members of the securities community have come to refer to that letter as the
"Wulff letter."

The Wulff letter was written in response to a request for guidance from Mr.
Worm.  In his request, Mr. Worm had referred to several situations in which
non-affiliate stockholders of "blank check" issuers had sought to treat their
shares as "free-trading" or unrestricted securities.  As defined in the Wulff
letter, a blank check company is "a development stage company that has no
specific business plan or purpose or has indicated its business plan is to
engage in a merger or acquisition with an unidentified company or companies,
or other entity or person."

Citing the concerns of the United States Congress and the Securities and
Exchange Commission over potential fraud and market manipulations involving
blank check companies, the Wulff letter stated that affiliates of blank check
issuers, as well as transferees of their securities, are "underwriters" with
respect to such securities.  Accordingly, transactions in these companies'
securities by promoters, affiliates or their transferees do not fall within
the scope of the Rule 144 "safe harbor" resales for securities that have been
beneficially owned for at least one year and that satisfy informational and
certain other requirements of the Rule, or the Section 4(1) exemption from
registration for resales under the Securities Act of 1933, as amended (the
"Securities Act"), that exempts sales by persons other than "an issuer,
underwriter or a dealer."   As a result, it is the position of the Securities
and Exchange Commission that these securities may be resold by these persons
only pursuant to registration under the Securities Act.  According to the
Wulff letter, this restriction would continue to apply even after the blank
check company completes a merger or acquisition transaction with an operating
entity.

While disputing the application of the Wulff letter to the securities of the
Company that are owned by Duane S. Jenson, Travis T. Jenson, Thomas J. Howells
and Leonard W. Burningham, collectively amounting to 23,908,683 shares or
approximately 97.3% of our outstanding voting securities, these persons have
agreed not to publicly resell these securities (in any private sale, the
purchaser would be required to acknowledge the following restrictions) without
registration under the Securities Act; or the receipt of a "no action" letter
from the Securities and Exchange Commission indicating that registration is
not required and that there is an available exemption from registration under
the Securities Act for the resale of these securities; or there is a
declaratory judgment by a federal or state court indicating that registration
is not required for resale of these securities and that there is an available
exemption from registration under the Securities Act for the resale of these
securities.  A copy of the Registration Agreement signed by Messrs. Jenson,
Howells and Burningham with us were attached to our Annual Report for the year
ended December 31, 2001, and are incorporated herein by reference.  See Part
III, Item 13.

     Use of Proceeds of Registered Securities.
     -----------------------------------------

     There were no proceeds received during the calendar year ended December
31, 2001, 2002, 2003 or 2004, from the sale of registered securities.

Purchases of Equity Securities by Us and Affiliated Purchasers.
---------------------------------------------------------------

     There were no purchases of our equity securities by us or any affiliated
purchasers during the calendar year ended December 31, 2001, 2002, 2003 or
2004.

Item 6.  Management's Discussion and Analysis or Plan 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 business of our Company, including, without limitation, (i)
our ability to raise capital, and (ii) statements preceded by, followed by or
that include the words "may", "would", "could", "should", "expects",
"projects", "anticipates", "believes", "estimates", "plans", "intends",
"targets" or similar expressions.

Forward-looking statements involve inherent risks and uncertainties, and
important factors (many of which are beyond our Company's control) that could
cause actual results to differ materially from those set forth in the
forward-looking statements, including the following, general economic or
industry conditions, nationally and/or in the communities in which our Company
conducts business, changes in the interest rate environment, legislation or
regulatory requirements, conditions of the securities markets, our ability to
raise capital, changes in accounting principles, policies or guidelines,
financial or political instability, acts of war or terrorism, other economic,
competitive, governmental, regulatory and technical factors affecting our
Company's operations, products, services and prices.

Accordingly, results actually achieved may differ materially from expected
results in these statements.   Forward-looking statements speak only as of the
date they are made.   Our Company does not undertake, and specifically
disclaims, any obligation to update any forward-looking statements to reflect
events or circumstances occurring after the date of such statements.

                             Plan of Operation

Our Company's plan of operation for the next 12 months is to:(i)consider
guidelines of industries in which our Company may have an interest;(ii) adopt
a business plan regarding engaging in the business of any selected industry;
and (iii) to commence such operations through funding and/or the acquisition
of a "going concern" engaged in any industry selected.

During the next 12 months, our Company's only foreseeable cash requirements
will relate to maintaining our Company in good standing or the payment of
expenses associated with legal fees, accounting fees and reviewing or
investigating any potential business venture, which may be advanced by
management or principal stockholders as loans to our Company.  Because we have
not determined any business or industry in which our operations will be
commenced, and we have not identified any prospective venture as of the date
of this Annual Report, it is impossible to predict the amount of any such
loan.  Any such loan will be on terms no less favorable to our Company than
would be available from a commercial lender in an arm's length transaction.
As of the date of this Annual Report, our Company has not actively begun to
seek any such venture.  No advance or loan from any affiliate will be required
to be repaid as a condition to any agreement with future acquisition partners.

                           Results of Operations

Our Company has generated no profit since inception.  Our Company generated a
net loss of ($1,987), for the year ended December 31, 2004, and ($2,788) for
the year ended December 31, 2003.  Cumulative income totaled $1,172,451 since
our gain on extinguishment of debt.  Primarily all of these losses are the
result of attorney's fees and accounting fees.

                                 Liquidity

During calendar 2004, expenses were paid by a principal stockholder in the
amount of $512; and during calendar 2003, additional expenses by a principal
stockholder totaled $1,355.  This aggregate amount of $18,430 outstanding as
of December 31, 2004, is unsecured, non-interest bearing and is due on demand.

Item 7.  Financial Statements.
------------------------------

<PAGE>
                         ATLANTICA, INC.
                  (A Development Stage Company)

                       FINANCIAL STATEMENTS

                        December 31, 2004
<PAGE>



                         C O N T E N T S


Report of Independent Registered Public Accounting Firm. . . .  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>




     REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors
Atlantica, Inc.
(A Development Stage Company)
Salt Lake City, Utah

We have audited the accompanying balance sheet of Atlantica, Inc. (a
development stage company)  as of December 31, 2004 and the related statements
of operations, stockholders' equity (deficit) and cash flows for the years
ended December 31, 2004 and 2003, and from inception of the development stage
of January 1, 1997 through December 31, 2004.  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 of the Public Company Accounting
Oversight Board (United States).  Those standards require that we plan and
perform the audits 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, 2004 and the results of its
operations and its cash flows for the years ended December 31, 2004 and 2003,
and from inception of the development stage of January 1, 1997 through
December 31, 2004, in conformity with accounting principles generally accepted
in the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern.  As discussed in Note 6 to the
financial statements, the Company's deficit in working capital, recurring
losses and lack of operations raises substantial doubt about its ability to
continue as a going concern.  Management's plans concerning these matters are
also described in Note 6.  The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.




/s/HJ & Associates, LLC

HJ & Associates, LLC
Salt Lake City, Utah
March 15, 2005
<PAGE>
                         ATLANTICA, INC.
                  (A Development Stage Company)
                          Balance Sheet


                              ASSETS

                                                             December 31,
                                                                 2004

CURRENT ASSETS

 Cash                                                          $          -
                                                               ------------
  Total Current Assets                                                    -
                                                               ------------
  TOTAL ASSETS                                                 $          -
                                                               ============


          LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

 Accounts payable                                              $      1,476
 Accounts payable - related party                                    18,430
 Accrued expenses                                                     5,112
                                                               ------------
  Total Current Liabilities                                          25,018
                                                               ------------
  Total Liabilities                                                  25,018
                                                               ------------
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                                         1,172,451
                                                                -----------
  Total Stockholders' Equity (Deficit)                              (25,018)
                                                                -----------
  TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)          $         -
                                                                ===========

The accompanying notes are an integral part of these financial statements.
<PAGE>                         F-4
                         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,
                                      2004         2003              2004

REVENUES                             $        -   $       -      $       -

EXPENSES

 General and administrative                 513       1,355         69,913
 Interest expense                         1,474       1,433        110,523
                                     ----------   ---------      ---------
  Total Expenses                          1,987       2,788        180,436
                                     ----------   ---------      ---------
NET LOSS BEFORE EXTRAORDINARY ITEMS      (1,987)     (2,788)      (180,436)

EXTRAORDINARY INCOME

 Gain on extinguishment of debt (Note 3)      -           -      1,352,887
                                     ----------   ---------     ----------
NET INCOME (LOSS)                    $   (1,987)  $  (2,788)    $1,172,451
                                     ==========   =========     ==========
BASIC INCOME (LOSS) PER SHARE

 Continuing operations               $    (0.00)  $   (0.00)
 Extraordinary income                     (0.00)      (0.00)
                                     ----------   ---------
  Basic Income (Loss) Per Share      $    (0.00)  $   (0.00)
                                     ==========   =========
WEIGHTED AVERAGE NUMBER OF
 SHARES OUTSTANDING                  24,581,458  24,581,458
                                     ==========  ==========

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

                               F-5
<PAGE>
                         ATLANTICA, INC.
                  (A Development Stage Company)
           Statements of Stockholders' Equity (Deficit)

                                                       Additional
                                 Common Stock           Paid-In    Accumulated
                                Shares    Amount        Capital      Deficit

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 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)

Net loss for the year
ended December 31, 2000              -         -              -        (3,651)
                            ----------   -------       --------   -----------
Balance, December 31, 2000  24,581,458     2,458         56,773       (67,625)

Net loss for the year
ended December 31, 2001              -         -              -        (5,183)
                            ----------   -------       --------   -----------
Balance, December 31, 2001  24,581,458     2,458         56,773       (72,808)

Net loss for the year
ended December 31, 2002              -         -              -        (6,666)
                            ----------   -------       --------   -----------
Balance, December 31, 2002  24,581,458     2,458         56,773       (79,474)

Net loss for the year
ended December 31, 2003              -         -              -        (2,788)
                            ----------   -------       --------   -----------
Balance, December 31, 2003  24,581,458     2,458         56,773       (82,262)

Net loss for the year
ended December 31, 2004              -         -              -        (1,987)
                            ----------   -------       --------   -----------
Balance, December 31, 2004  24,581,458   $ 2,458       $ 56,773   $   (84,249)
                            ==========   =======       ========   ===========
Accumulated deficit prior to development stage                    $(1,256,700)
Retained earnings from inception of development stage             $ 1,172,451
                                                                  -----------
Accumulated deficit                                               $   (84,249)
                                                                  ===========

The accompanying notes are an integral part of these financial statements.
                               F-6
<PAGE>
                         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,
                                      2004         2003              2004

CASH FLOWS FROM OPERATING ACTIVITIES

 Net income (loss)                  $  (1,987)  $ (2,788)      $  1,172,451
 Adjustments to reconcile net
  income (loss) to net cash used
  by operating activities:
  Common stock issued for services          -          -              2,405
  Extinguishment of debt                    -          -         (1,352,887)
 Changes in operating assets and
 liabilities:
  Increase in accounts payable and
  accounts payable - related party        512      1,355              9,893
  Increase in accrued expenses          1,475      1,433            111,312
                                    ---------   --------       ------------
   Net Cash Used by Operating
   Activities                               -          -            (56,826)
                                    ---------   --------       ------------
CASH FLOWS FROM INVESTING ACTIVITIES        -          -                  -
                                    ---------   --------       ------------
CASH FLOWS FROM FINANCING ACTIVITIES

 Capital contributed by shareholder         -          -             56,826
                                    ---------   --------       ------------
   Net Cash Provided by Financing
    Activities                              -          -             56,826
                                    ---------   --------       ------------
NET INCREASE (DECREASE) IN CASH             -          -                  -
                                    ---------   --------       ------------
CASH AT BEGINNING OF PERIOD                 -          -                  -
                                    ---------   --------       ------------
CASH AT END OF PERIOD               $       -   $      -       $          -
                                    =========   ========       ============

CASH PAID FOR:

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

SCHEDULE OF NON-CASH FINANCING ACTIVITIES

 Common stock issued for services   $       -   $      -       $      2,405


                               F-7
<PAGE>
                         ATLANTICA, INC.
                  (A Development Stage Company)
                Notes to the Financial Statements
                        December 31, 2004

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.

                               F-9
<PAGE>
                         ATLANTICA, INC.
                  (A Development Stage Company)
                Notes to the Financial Statements
                        December 31, 2004

NOTE 1 - SUMMARY OF SIGNFICANT ACCOUNTING POLICIES (Continued)

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.

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.

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, 2004
                        Income         Shares     Per Share
                     (Numerator)   (Denominator)   Amount

                    $    (1,987)    24,581,458   $    (0.00)
                    ===========     ==========   ==========

                                  For the Year Ended
                                  December 31, 2003
                        Income         Shares     Per Share
                     (Numerator)   (Denominator)   Amount

                    $    (2,788)    24,581,458   $    (0.00)
                    ===========     ==========   ==========

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

SFAS No. 153   In December 2004, the FASB issued SFAS Statement No. 153,
"Exchanges of Nonmonetary Assets." The statement is an amendment of APB
Opinion No. 29 to eliminate the exception for nonmonetary exchanges of similar
productive assets that do not have commercial substance. The Company believes
that the adoption of this standard will have no material impact on its
financial statements.

                               F-9
<PAGE>
                         ATLANTICA, INC.
                  (A Development Stage Company)
                Notes to the Financial Statements
                        December 31, 2004

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

h. Recent Accounting Pronouncements (continued)

FAS No. 123R   In December 2004, the FASB issued FASB Statement No. 123R,
"Share-Based Payment, an Amendment of FASB Statement No. 123". FAS No. 123R
requires companies to recognize in the statement of operations the grant-date
fair value of stock options and other equity-based compensation issued to
employees. FAS No. 123R is effective beginning in the Company's second quarter
of fiscal year 2006. The Company believes that the adoption of this standard
will have no material impact on its financial statements.

EITF Issue No. 03-01   In March 2004, the Emerging Issues Task Force (EITF)
reached a consensus on Issue No. 03-01, "The Meaning of Other-Than-Temporary
Impairment and its Application to Certain Investments." The EITF reached a
consensus about the criteria that should be used to determine when an
investment is considered impaired, whether the impairment is other-than-
temporary, and the measurement of an impairment loss and how that criteria
should be applied to investments accounted for under SFAS No. 115, "Accounting
in Certain Investments in Debt and Equity Securities." EITF 03-01 also
included accounting considerations subsequent to the recognition of an other-
than-temporary impairment and requires certain disclosures about unrealized
losses that have not been recognized as other-than-temporary impairments.
Additionally, EITF 03-01 includes new disclosure requirements for investments
that are deemed to be temporarily impaired. In September 2004, the FASB
delayed the accounting provisions of EITF 03-01; however the disclosure
requirements remain effective for annual reports ending after June 15, 2004.
The Company will evaluate the impact of EITF 03-01 once final guidance is
issued.

i.     Advertising

The Company follows the policy of charging the costs of advertising to expense
as incurred. Advertising expense for the year ended December 31, 2004 and 2003
was $0 and $0, respectively.

NOTE 2 - INCOME TAXES

Deferred taxes are provided on a liability method whereby deferred tax assets
are recognized for deductible temporary differences and operating loss and tax
credit carryforwards and deferred tax liabilities are recognized for taxable
temporary differences.  Temporary differences are the differences between the
reported amounts of assets and liabilities and their tax bases.  Deferred tax
assets are reduced by a valuation allowance when, in the opinion of
management, it is more likely that some portion or all of the deferred tax
assets will not be realized.  Deferred tax assets and liabilities are adjusted
for the effects of changes in tax laws and rates on the date of enactment.

                               F-10
<PAGE>
                         ATLANTICA, INC.
                  (A Development Stage Company)
                Notes to the Financial Statements
                        December 31, 2004

NOTE 2 -                       INCOME TAXES (Continued)

Net deferred tax assets consist of the following components as of December 31,
2004 and 2003:
                                                    2004             2003

       Deferred tax assets:
          NOL Carryover                         $    33,900       $  33,090

       Deferred tax liabilities:                          -               -

       Valuation allowance                          (33,900)        (33,090)
                                                -----------       ---------
       Net deferred tax asset                   $         -       $       -
                                                ===========       =========

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, 2004 and 2003 due
to the following:

                                                    2004             2003


       Book Income                              $      (770)      $  (1,050)
       Other                                            (40)            (40)
       Valuation allowance                              810           1,090
                                                -----------       ---------
                                                $         -       $       -
                                                ===========       =========

At December 31, 2004, the Company had net operating loss carryforwards of
approximately $87,000 that may be offset against future taxable income from
the year 2004 through 2024.  No tax benefit has been reported in the December
31, 2004 financial statements since the potential tax benefit is offset by a
valuation allowance of the same amount.

Due to the change in ownership provisions of the Tax Reform Act of 1986, net
operating loss carryforwards for Federal income tax reporting purposes are
subject to annual limitations. Should a change in ownership occur, net
operating loss carryforwards may be limited as to use in future years.

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 has 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.

                               F-11
<PAGE>
                         ATLANTICA, INC.
                  (A Development Stage Company)
                Notes to the Financial Statements
                        December 31, 2004

NOTE 3 - GAIN ON EXTINGUISHMENT OF DEBT (Continued)

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 20-to-1 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.

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, 2004, 2003, 2002, 2001
and 2000 were paid by certain related parties and recorded as loans to
shareholders totaling $18,430 at December 31, 2004.

NOTE 6 - 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.  Currently,
management has committed to covering all operating and other costs until
sufficient revenues are generated.

                               F-12
<PAGE>
Item 8.  Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
---------------------

There has been no change in our auditors.

Item 8(a).  Controls and Procedures.
------------------------------------

As of the end of the period covered by this Annual Report, we carried out
an evaluation, under the supervision and with the participation of our
President and Secretary, of the effectiveness of our disclosure controls and
procedures.  Based on this evaluation, our President and Secretary concluded
that our disclosure controls and procedures are effective in timely alerting
them to material information required to be included in our periodic
Securities and Exchange Commission reports.  It should be noted that the
design of any system of controls is based in part upon certain assumptions
about the likelihood of future events, and there can be no assurance that any
design will succeed in achieving its stated goals under all potential future
conditions, regardless of how remote.  In addition, we reviewed our internal
controls over financial reporting, and there have been no changes in our
internal controls or in other factors in the last fiscal quarter that has
materially affected or is reasonably likely to materially affect our internal
control over financial reporting.

Item 8(b).  Other Information.
------------------------------

None.

                             PART III

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

Identification of Directors and Executive Officers.
---------------------------------------------------

The following table sets forth the names and the nature of all positions and
offices held by all directors and executive officers of our Company for the
years ending December 31, 2004, 2003, 2002, and 2001, and to the date hereof,
and the period or periods during which each such director or executive officer
served in his or her respective positions.

Name                  Held       Designation   or Resignation
----                  ----       -----------   --------------
Duane S. Jenson       President       11/30/04         *
                      Director        11/30/04         *

Terry Jenson          Vice President, 10/30/02         *
                      Director        10/30/02         *

Shelley Goff          Secretary       11/30/04         *
                      Director        11/30/04         *

Thomas J. Howells     President,      10/30/02     11/30/04
                      Director        10/30/02     11/30/04

Travis T. Jenson      Secretary       10/30/02     11/30/04
                      Director        10/30/02     11/30/04

Gregory Aurre II      President       3/13/98      10/30/02
                      Director        3/13/98      10/30/02

Gregory Aurre III     Secretary       3/13/98      10/30/02
                      Treasurer       3/13/98      10/30/02
                      Director        3/13/98      10/30/02

Amerika Aurre         Director        3/13/98      10/30/02

              * These persons presently serve in the capacities indicated.

                          Term of Office

The term of office of the current directors continues until the annual
meeting of stockholders, which has been scheduled by the Board of Directors to
be held in March of each year.  The annual meeting of the Board of Directors
immediately follows the annual meeting of stockholders, at which officers for
the coming year are elected.

                            Business Experience

Duane S. Jenson, President and director, is 60 years of age.  Mr. Jenson
received his B.S. and M.B.A. from the University of Utah and has been the
owner and CEO of Jenson Services, Inc., a Utah corporation since its inception
in 1981.  Jenson Services is a financial consulting firm.  From 1973 to 1981
Mr. Jenson was a construction contractor.

Terry Jenson, Vice President and director, is 55 years of age.  Ms. Jenson
graduated Cum Laude from the University of Utah in 1976 with a B.S. in
Nursing.  From 1984 to 2000, Ms. Jenson was employed at Primary Children's
Medical Center as the Chief Flight Nurse and staff nurse for the Neonatal Life
Flight unit.  Since 2000, Ms. Jenson has been retired.

Shelley Goff, Secretary and director, is 44 years of age.  Ms. Goff graduated
from the University of Utah in 1992 with a B.S. in Finance.  Mr. 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.

Family Relationships.
---------------------

Terry Jenson is the wife of Duane S. Jenson.

Involvement in Certain Legal Proceedings.
-----------------------------------------

     Except as indicated below and to the knowledge of management, during the
past five years, no present or former director, person nominated to become a
director, executive officer, promoter or control person of our Company:

          (1)  Was a general partner or executive officer of any business
               by or against which any bankruptcy petition was filed,
               whether at the time of such filing or two years prior
               thereto;

          (2)  Was convicted in a criminal proceeding or named the
               subject of a pending criminal proceeding (excluding
               traffic violations and other minor offenses);

          (3)  Was the subject of any order, judgment or decree, not
               subsequently reversed, suspended or vacated, of any court
               of competent jurisdiction, permanently or temporarily
               enjoining him from or otherwise limiting, the following
               activities:

               (i)  Acting as a futures commission merchant, introducing
                    broker, commodity trading advisor, commodity pool
                    operator, floor broker, leverage transaction
                    merchant, associated person of any of the foregoing,
                    or as an investment adviser, underwriter, broker or
                    dealer in securities, or as an affiliated person,
                    director or employee of any investment company,
                    bank, savings and loan association or insurance
                    company, or engaging in or continuing any conduct or
                    practice in connection with such activity;

              (ii)  Engaging in any type of business practice; or

              (iii) Engaging in any activity in connection with the
                    purchase or sale of any security or commodity or in
                    connection with any violation of federal or state
                    securities laws or federal commodities laws;

          (4)  Was the subject of any order, judgment or decree, not
               subsequently reversed, suspended or vacated, of any
               federal or state authority barring, suspending or
               otherwise limiting for more than 60 days the right of such
               person to engage in any activity described above under
               this Item, or to be associated with persons engaged in any
               such activity;

          (5)  Was found by a court of competent jurisdiction in a civil
               action or by the Securities and Exchange Commission to
               have violated any federal or state securities law, and the
               judgment in such civil action or finding by the Securities
               and Exchange Commission has not been subsequently
               reversed, suspended, or vacated; or

          (6)  Was found by a court of competent jurisdiction in a civil
               action or by the Commodity Futures Trading Commission to
               have violated any federal commodities law, and the
               judgment in such civil action or finding by the Commodity
               Futures Trading Commission has not been subsequently
               reversed, suspended or vacated.

Compliance with Section 16(a) of the Exchange Act.
--------------------------------------------------

To our knowledge, during our past fiscal year and since then, all filings
required to be made by members of management or others pursuant to Section
16(a) of the Exchange Act have been duly filed with the Securities and
Exchange Commission.

Audit Committee.
----------------

We have no audit committee, and we are not required to have an audit
committee; we do not believe the lack of an audit committee will have any
adverse effect on our financial statements, based upon our current lack of any
business operations.  We will assess whether an audit committee may be
necessary in the future.

Code of Ethics.
---------------

We have adopted a Code of Ethics that was attached as Exhibit 14 to our Annual
Report for the year ended December 31, 2001.  See Part III, Item 13.

Item 10. Executive Compensation.
--------------------------------

Cash Compensation.
------------------

     The following table sets forth the aggregate compensation paid by the
Company for services rendered during the periods indicated:

                        SUMMARY COMPENSATION TABLE

                                             Long Term Compensation
          Annual Compensation             Awards     Payouts
  (a)           (b)      (c)    (d)   (e)     (f)          (g)    (h)   (i)

Name and     Years or              other                               all
principal    periods               Annual   restricted option/  LTIP   other
position     Ended       $     $   Compen-  Stock      SAR's  PayoutsCompen-
                      Salary Bonus sation awards$    #       $       sation$
----------------------------------------------------------------------------
Duane S.  12/31/04     0     0        0         0      0         0       0
Jenson
President,
Director

Terry     12/31/04     0     0        0         0      0         0       0
Jenson    12/31/03     0     0        0         0      0         0       0
Vice Pres,12/31/02     0     0        0         0      0         0       0
Director

Shelley   12/31/04     0     0        0         0      0         0       0
Goff, Sec
Director

Thomas J. 12/31/04     0     0        0         0      0         0       0
Howells   12/31/03     0     0        0         0      0         0       0
President,12/31/02     0     0        0         0      0         0       0
Director

Travis T. 12/31/04     0     0        0         0      0         0       0
Jenson    12/31/03     0     0        0         0      0         0       0
Secretary,12/31/02     0     0        0         0      0         0       0
Director

Gregory   12/31/02     0     0        0         0      0         0       0
Aurre II  12/31/01     0     0        0         0      0         0       0
President,
Director

Amerika   12/31/02     0     0        0         0      0         0       0
Aurre     12/31/01     0     0        0         0      0         0       0
Vice Pres,
Director

Gregory   12/31/02     0     0        0         0      0         0       0
Aurre III 12/31/01     0     0        0         0      0         0       0
Secretary,
Director

Stock Option Plans.
-------------------

No cash compensation, deferred compensation or long-term incentive plan awards
were issued or granted to our Company's management during the calendar years
ended December 31, 2004, 2003, 2002 or 2001.  Further, no member of our
Company's management has been granted any option or stock appreciation rights;
accordingly, no tables relating to such items have been included within this
Item.

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.

Termination of Employment and Change of Control Arrangement.
------------------------------------------------------------

There are no employment contracts, compensatory plans or arrangements,
including payments to be received from our Company, with respect to any
director or executive officer of our Company which would in any way result in
payments to any such person because of his or her resignation, retirement or
other termination of employment with our Company, any change in control of the
Company, or a change in the person's responsibilities following a change in
control of our Company.

Item 11. Security Ownership of Certain Beneficial Owners and Management.
------------------------------------------------------------------------

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,
2001, 2002, 2003, 2004, and to the date hereof:

                                         Number and Percentage of
                                         Shares Beneficially Owned
                                         ----------------------------

Name and Address      12/31/01   12/31/02  12/31/03  12/31/04  Currently  %
----------------      --------  --------- --------- ---------  ---------  -
Gregory Aurre II      23,908,000*   -0-       -0-      -0-       -0-      0.0%

Duane S. Jenson         -0-  12,000,683 12,000,683 12,000,683 12,000,683 48.8%

Travis T. Jenson        -0-   4,000,000  4,000,000  4,000,000  4,000,000 16.3%

Thomas J. Howells       -0-   4,000,000  4,000,000  4,000,000  4,000,000 16.3%

Leonard W. Burningham   -0-   3,908,000  3,908,000  3,908,000  3,908,000 15.9%
                                                              ----------
TOTALS:                                                       23,908,683 97.3%

*  Mr. Jenson had personally loaned Mr. Aurre $80,000 which was secured solely
by Mr. Aurre's shares of Atlantica.  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 close
personal friend and legal counsel, Leonard W. Burningham, Esq.  See Part I,
Item 1.

Security Ownership of Management.
---------------------------------

     The following table sets forth the share holdings of our Company's
directors and executive officers as of December 31, 2001, 2002, 2003, 2004,
and to the date hereof:

                                          Number and Percentage of
                                          Shares Beneficially Owned
                                          ----------------------------
Name and Address      12/31/01   12/31/02  12/31/03  12/31/04  Currently  %
----------------      --------  --------- --------- ---------  ---------  -
Gregory Aurre II      23,908,000    -0-       -0-      -0-       -0-      0.0%

Gregory Aurre III         25,000   25,000    25,000    25,000     25,000  0.1%

Amerika Aurre             25,000   25,000    25,000    25,000     25,000  0.1%

Duane S. Jenson*        -0-  12,000,683 12,000,683 12,000,683 12,000,683 48.8%

Travis T. Jenson        -0-   4,000,000  4,000,000  4,000,000  4,000,000 16.3%

Thomas J. Howells       -0-   4,000,000  4,000,000  4,000,000  4,000,000 16.3%

Shelley Goff            -0-         -0-       -0-      -0-        -0-     0.0%
                                                              ----------
TOTALS:                                                       20,000,683 81.4%

*  Terry Jenson, our Vice President, is the wife of Duane S. Jenson and
therefore beneficially owns the shares indirectly above.

Changes in Control.
-------------------

There are no present arrangements or pledges of our Company's securities which
may result in a change in control of our Company.

Item 12. Certain Relationships and Related Transactions.
--------------------------------------------------------

Transactions with Management and Others.
----------------------------------------

There were no material transactions, or series of similar transactions,
during our Company's last four fiscal years, 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 $60,000 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.

Certain Business Relationships.
-------------------------------

There were no material transactions, or series of similar transactions,
during our Company's last four fiscal years, or any currently proposed
transactions, or series of similar transactions, to which we or any of our
subsidiaries was or is to be a party, in which the amount involved exceeded
$60,000 and in which any 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.

Indebtedness of Management.
---------------------------

There were no material transactions, or series of similar transactions,
during our Company's last four fiscal years, or any currently proposed
transactions, or series of similar transactions, to which we or any of our
subsidiaries was or is to be a party, in which the amount involved exceeded
$60,000 and in which any 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.

Transactions with Promoters.
----------------------------

There were no material transactions, or series of similar transactions,
during our Company's last four fiscal years, or any currently proposed
transactions, or series of similar transactions, to which we or any of our
subsidiaries was or is to be a party, in which the amount involved exceeded
$60,000 and in which any promoter or founder of ours or any member of the
immediate family of any of the foregoing persons, had an interest.

Item 13. Exhibits and Reports on Form 8-K.
------------------------------------------

Reports on Form 8-K.
--------------------

          None.

Exhibits
Number
------
          (i)

31.1      Certification of Duane S. Jenson

31.2      Certification of Shelley Goff

32        906 Certification.

          (ii)

          10-SB Registration Statement, as amended - Part I*

          10-KSB Annual Report for the year ended December 31, 2001.*

               *Previously filed and incorporated herein by reference.

Item 14.  Principal Accountant Fees and Services.
          ---------------------------------------

     The following is a summary of the fees billed to us by our principal
accountants during the years ended December 31, 2004, 2003, 2002, and 2001:

     Fee category               2004           2003       2002       2001
     ------------               ----           ----       ----       ----

     Audit fees                 $6,479         $    0     $    0     $    0

     Audit-related fees         $    0         $    0     $    0     $    0

     Tax fees                   $    0         $    0     $    0     $    0

     All other fees             $    0         $    0     $    0     $    0
                                ------         ------     ------     ------
     Total fees                 $6,479         $    0     $    0     $    0

     Audit fees.  Consists of fees for professional services rendered by our
principal accountants for the audit of our annual financial statements and the
review of financial statements included in our Forms 10-QSB Quarterly Reports
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.

                              SIGNATURES

     In accordance with Section 13 or 15(d) of the Exchange Act, the
Registrant caused this Report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                                   ATLANTICA, INC.


Date: 6/24/2005                    By:/s/Duane S. Jenson
     ----------                      ---------------------
                                     Duane S. Jenson, President
                                     and Director


Date: 6/24/2005                    By:/s/Terry Jenson
     ----------                      -----------------------
                                     Terry Jenson, Vice President
                                     and Director


Date: 6/24/2005                    By:/s/Shelley Goff
     ----------                      -----------------------
                                     Shelley Goff, Secretary
                                     and Director



     In accordance with the Exchange Act, 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: 6/24/2005                    By:/s/Duane S. Jenson
     ----------                      ---------------------
                                     Duane S. Jenson, President
                                     and Director


Date: 6/24/2005                    By:/s/Terry Jenson
     ----------                      -----------------------
                                     Terry Jenson, Vice President
                                     and Director


Date: 6/24/2005                    By:/s/Shelley Goff
     ----------                      -----------------------
                                     Shelley Goff, Secretary
                                     and Director


<PAGE>