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, 1998
                                -----------------

|_|   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)

                            80 WALL STREET, SUITE 412
                            NEW YORK, NEW YORK. 10005
                    ----------------------------------------
                    (Address of Principal Executive Offices)

                  Issuer's Telephone Number: (212) 344-5519


                    ----------------------------------------

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

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

Securities Registered under Section 12(g) of the Exchange Act:  None

Name of Each Exchange on Which Registered:  None

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

      (1)   Yes |X|   No |_|        (2)   Yes |X|   No |_|

      Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of Registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. | |

State Issuer's revenues for its most recent fiscal year: December 31, 1998 - $0
                                                         ----------------------
The Exhibit Index commences on page XX.

<PAGE>

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

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

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

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

                  (APPLICABLE ONLY TO CORPORATE REGISTRANTS)

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

                                December 31, 1998

                                   25,000,000

                       DOCUMENTS INCORPORATED BY REFERENCE

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

            Transitional Small Business Issuer Format Yes |X| No |_|

                     - THIS SPACE INTENTIONALLY LEFT BLANK -
<PAGE>

                                     PART I

Item 1. Description of Business

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

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

      On January 8, 1971 the Company changed its name to COMMUNITY EQUITIES
CORPORATION., and the Company changed its purpose of business to Real Estate
Development in Kansas City and in the State of Florida. Due to a severe downturn
in the Kansas City housing market, the properties were liquidated for the
mortgage amounts or conveyed to the first mortgagees by Deed in lieu of
foreclosure. In the 1980's the Company acted as a Limited Partner in several
housing developments. In 1990 the Company co-signed a second mortgage for Arena
Square North and South, a general limited partnership, that was controlled by
the Company President at that time, Mr. Harold R. Smith. The Housing
Conservation and Redevelopment Agency of the City of Miami gave the second
mortgage on the Arena Square Apartment project of 550 apartments in the amount
of $885,000. The project was located in Overtown, on the north side of Downtown
Miami. Community Equities Corporation was the original limited partner in the
development, but was replaced by Community Housing of Texas. The Company has not
engaged in any business operation since that time. On March 26, 1996 the
corporate charter was reinstated and the Company name was changed to ATLANTICA,
INC. 

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

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

Item 2. Description of Property

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

Item 3. Legal Proceedings

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

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

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

                                     PART II

Item 5. Market for Common Equity and Related Stockholder Matters

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

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

Dividends

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

Item 6. Managements Discussion and Analysis or Plan of Operation

      Liquidity

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

      Capital Resources

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

      Results of Operations

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

Item 7. Financial Statements

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

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

--------------------------------------------------------------------------------
                                        YEARS ENDED DECEMBER 31
                            1997       1996         1995        1994       1993
--------------------------------------------------------------------------------
Revenue                     -0-         -0-         -0-          -0-        -0-
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
Income (loss)               -0-         -0-         -0-          -0-        -0-
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
Income (loss)               -0-         -0-         -0-          -0-        -0-
--------------------------------------------------------------------------------
Per Common Share                                                       
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
Total Assets                -0-         -0-         -0-          -0-        -0-
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
Long Term Obligation        -0-         -0-         -0-          -0-        -0-
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
Redeemable Preferred Stock  -0-         -0-         -0-          -0-        -0-
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
Long Term Debt              -0-         -0-         -0-          -0-        -0-
--------------------------------------------------------------------------------

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

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

      The Registrant retained the services of:
            Jones, Jense & Company
            Certified Public Accountants

      There are no disagreements with any accounting or financial disclosure.

                                    PART III

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

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

<PAGE>

                                   First Elected      Director Term
Name and Age        Position        Or Appointed      of Office
------------        --------        ------------      ---------

Gregory Aurre      President           13-Mar-98      Until 1999
Age 50             Director                           Shareholders Meeting

Gregory Aurre III  Secretary,          13-Mar-98      Until 1999
Age 26             Treasurer &                        Shareholders Meeting
(Son of Gregory    Director
Aurre)

Amerika Aurre      Director            13-Mar-98      Until 1999
Age 27                                                Shareholders Meeting
(Daughter of
Gregory Aurre)

Gregory Aurre, Director and President

      Mr. Aurre is 50 years old and is an independent financial consultant. From
1990 to present he has acted as a financial consultant. From 1986 to 1990, Mr.
Aurre was the President of Texas Coastal Exploration, Inc., a company involved
in oil and gas exploration. From 1981 to 1986, Mr. Aurre was the President of
United Petroleum Corporation, a company involved in oil and gas exploration.
From 1970 to 1981, Mr. Aurre was the President of Aurre Management Co., Inc., a
company involved in financial consulting.

Amerika Aurre, Director

      Ms. Aurre is 27 years old and the daughter of the President of the
Company, Gregory Aurre. She has been employed in the fashion merchandising
industry for six years.

Gregory Aurre III, Director and Secretary-Treasurer

      Mr. Aurre is 26 years old and the son of the President of the Company,
Gregory Aurre. He is a Licensed Securities Sales Person with an N.A.S.D. member
firm.

Family Relationships

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

Experience of Management

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

      In 1970, Mr. Aurre took Aurre Management Co., Inc. public with a Reg.A
offering.

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

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

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

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

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

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

Item 10. Executive Compensation

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

Item 11. Security Ownership of Certain Beneficial Owners and Management

      The following table sets forth, as of December 31, 1998, certain
information regarding the ownership of the common stock, $0.0001 par value,
which is the only class of securities authorized, issued and outstanding of the
Registrant by its Officers and Directors, and as a group.

                         Name of Beneficial  Amount & Nature of      Percent of
Title of Class           Owner               Beneficial Ownership    Class
--------------           -----               --------------------    -----
                                                                      
Common                   Gregory Aurre                 24,000,000          96%
                                                                      
Common                   Amerika Aurre                     25,000        .001%
                                                                      
                         Gregory Aurre                                
Common                   III                               25,000        .001%
                                                                      
                         Officers &                                   
Common                   Directors                     24,050,000          96%
                         as a Group                                   
                                                            
      To the best knowledge of the Registrant, there are no arrangements,
understanding or agreements relative to the disposition of any of the
Registrant's securities, the operation of which would at a subsequent date
result in a change in control of the Registrant.
<PAGE>

Item 12. Certain Relationships and Related Transactions

Transactions with Management and Others:

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

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

Certain Business Relationships

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

Indebtedness of Management

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

Transaction with Promoters

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

                                                           Property, Contracts,
                           Common Stock       Cash         Options Received or
Names                      Received           Received     Due in the Future
-----                      --------           --------     -----------------

Gregory Aurre               24,000,000          -0-                -0-
                                                                       
Amerika Aurre                   25,000          -0-                -0-
                                                                       
Gregory Aurre III               25,000          -0-                -0-
                                                      
The promoters of the Registrant received no cash compensation. The only
compensation was the shares of common stock listed above.
<PAGE>

Item 13. Exhibits and Reports on Form 8-K

                                    EXHIBITS

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

Exhibit No.       Pages       Description of Exhibits
-----------       -----       -----------------------

   A              10-19       Audited Financial Statements for Year 1998

   B              20-26       Settlement with City of Miami

   C               27         US Bankruptcy Court: Notice of Dismissal

                                   Signatures

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

            (Registrant) ATLANTICA, INC.
                         ----------------------------------------

            Date March 15, 1999
                 ------------------------------------------------

            By (Signature) /s/ Gregory Aurre
                          ---------------------------------------
                               Gregory Aurre - President

                                       5