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, 2000
                               -----------------

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

     For the transition period from               to
                                    -------------    -------------

                          Commission File No. 000-24379

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

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

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

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


                                 ATLANTICA, INC.
                                  -------------

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



Securities Registered under Section 12(b) of the Exchange Act: None
Name of Each Exchange on Which Registered:                     None
Securities Registered under Section 12(g) of the Exchange Act: $0.0001 par value
                                                               common stock


     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 Company 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  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  Company'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, 2000-
$0.

<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)
None, Not applicable.


                     (APPLICABLE ONLY TO CORPORATE ISSUERS)

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

                                December 31, 2000
                                   24,581,458

                       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
                                                ---     ---
<PAGE>

                                     PART I

Item 1.  Description of Business.
         ------------------------

Business Development
-------------------

     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.

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,
the  Company's  present  and  proposed   business   operations  will  be  highly
speculative  and be subject to the same  types of risks  inherent  in any new or
unproven  venture,  and will include those types of risk factors outlined below.

     Extremely Limited Assets;  No Source of Revenue.  The Company has virtually
no  assets  and has had no  revenue  for over the past ten  years or to the date
hereof.  Nor will the  Company  receive  any  revenues  until  it  completes  an
acquisition,  reorganization or merger, at the earliest. The Company can provide
no assurance that any acquired  business will produce any material  revenues for
the Company or its  stockholders  or that any such  business  will  operate on a
profitable  basis.  Although  management  intends to apply any  proceeds  it may
receive through the issuance of stock or debt to a suitable acquisition, subject
to the criteria identified above, such proceeds will not otherwise be designated
for any more specific purpose. The Company can provide no assurance that any use
or allocation of such proceeds will allow it to achieve its business objectives.
<PAGE>

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

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

     Uncertain  Structure  of  Acquisition.  Management  has had no  preliminary
contact or discussions  regarding,  and there are no present plans, proposals or
arrangements to acquire any specific 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.

     Risks of "Penny  Stock."  The  Company's  common  stock may be deemed to be
"penny  stock"  as  that  term is  defined  in Reg.  Section  240.3a51-1  of the
Securities and Exchange Commission.  Penny stocks are stocks (i) with a price of
less than five  dollars  per share;  (ii) that are not traded on a  "recognized"
national  exchange;  (iii) whose  prices are not quoted on the NASDAQ  automated
quotation system  (NASDAQ-listed  stocks must still meet requirement (i) above);
or (iv) in issuers with net tangible  assets less than $2,000,000 (if the issuer
has been in continuous  operation for at least three years) or $5,000,000 (if in
continuous  operation  for less than three years),  or with average  revenues of
less than  $6,000,000 for the last three years.

     There has been no  "established  public  market" for the  Company's  common
stock during the last five years. At such time as the Company completes a merger
or acquisition  transaction,  if at all, it may attempt to qualify for quotation
on either NASDAQ or a national securities exchange. However, at least initially,
any  trading  in  its  common  stock  will  most  likely  be  conducted  in  the
over-the-counter  market in the "pink  sheets" or the OTC Bulletin  Board of the
NASD. Section 15(g) of the Securities Exchange Act of 1934, as amended, and Reg.
Section   240.15g-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 the 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,  Reg.
Section   240.15g-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
the  Company's  common  stock to  resell  their  shares to third  parties  or to
otherwise dispose of them.
<PAGE>
Principal Products or Services and their Markets.
-------------------------------------------------

     None; not applicable

Competition.
------------

     None; not applicable

Sources and Availability of Raw Materials and Names of Principal Suppliers.
---------------------------------------------------------------------------

     None; not applicable

Patents, Trademarks, Licenses, Franchises, Concessions, Royalty Agreements of
Labor Contracts.
-----------------------------------------------------------------------------

     None; not applicable

Need for any Governmental Approval of Principal Products of Services.
---------------------------------------------------------------------

     None; not applicable

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
Company is deemed to be a "small business issuer."

     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.

Research and Development.
------------------------

     None; not applicable

Cost and Effects of Compliance with Environmental Laws.
------------------------------------------------------

     None; not applicable

Number of Employees.
-------------------

     None; not applicable

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.

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

     The  Company  is  not a  party  to any  pending  legal  proceeding.  To the
knowledge  of  management,  no federal,  state or local  governmental  agency is
presently  contemplating  any  proceeding  against  the  Company.  No  director,
executive officer or affiliate of the Company or owner of record or beneficially
of more than five percent of the  Company's  common stock is a party  adverse to
the Company or has a material interest adverse to the Company in any proceeding.


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

     During the fourth  quarter of the year ended  December 31, 2000,  no matter
was submitted to a vote of the Company's securities holders, whether through the
solicitation of proxies or otherwise.
<PAGE>

                                     PART II

Item 5.  Market for Common Equity and Related Stockholder Matters.
         ---------------------------------------------------------

Market Information
------------------

     There  has been no  "public  market"  for  shares  of  common  stock of the
Company.  However,  the Company  intends to submit for quotations  regarding its
common stock on the OTC Bulletin Board of the National Association of Securities
Dealers  ("NASD");  however,  management  does not expect  any public  market to
develop unless and until the Company  completes an acquisition or merger. In any
event, no assurance can be given that any market for the Company's  common stock
will develop or be maintained.

Holders
-------

     The number of record  holders of the Company's  common stock as of the date
of this Report is approximately 655.

Dividends
---------

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

Sales of "Unregistered" and "Restricted" Securities Over The Past Three Years.
------------------------------------------------------------------------------

None, Not applicable;

<PAGE>

Item 6.  Management's Discussion and Analysis or Plan of Operation.
         ----------------------------------------------------------

Plan of Operation.
------------------

     The Company has not engaged in any material  operations or had any revenues
from  operations  during the last two  fiscal years.  The  Company's  plan of
operation  for the next 12  months is to  continue  to seek the  acquisition  of
assets,   properties  or  businesses  that  may  benefit  the  Company  and  its
stockholders.  Management anticipates that to achieve any such acquisition,  the
Company will issue shares of its common stock as the sole consideration for such
acquisition.

     During the next 12 months, the Company's only foreseeable cash requirements
will  relate to  maintaining  the  Company in good  standing  or the  payment of
expenses  associated  with  reviewing or  investigating  any potential  business
venture.  As of  December  31,  2000,  it had no cash or  cash  equivalents.  If
additional funds are required during this period,  such funds may be advanced by
management or stockholders as loans to the Company.  Because the Company has not
identified  any such venture as of the date of this Report,  it is impossible to
predict  the amount of any such loan.  However,  any such loan should not exceed
$25,000  and will be on terms no less  favorable  to the  Company  than would be
available  from a commercial  lender in an arm's length  transaction.  As of the
date of this  Report,  the Company is not engaged in any  negotiations  with any
person regarding any such venture.

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.

Liquidity.
---------

     The Company has no cash or cash  equivalents  on hand. If additional  funds
are required,  such funds may be advanced by management or stockholders as loans
to the  Company.  Because the  Company has not  identified  any  acquisition  or
venture, it is impossible to predict the amount of any such loan.


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

     Financial Statements for the year ended December 31, 2000

          Independent Auditors' Report

          Balance Sheets - December 31, 2000

          Statements of Operations for the year ended
          December 31, 2000

          Statements of Stockholders' Equity for the
          year ended December 31, 2000

          Statements of Cash Flows for the year ended
          December 31, 2000

          Notes to the Financial Statements

<PAGE>

                                       ATLANTICA, INC.
                                (A Development Stage Company)

                                     FINANCIAL STATEMENTS

                                      December 31, 2000



<PAGE>
<TABLE>
<CAPTION>

                                       c O N T E N T S


<S>                                                                                         <C>
Independent Auditors' Report............................................................... 3

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

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

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

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

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

</TABLE>

<PAGE>

                                 INDEPENDENT AUDITORS' REPORT


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


We have audited the accompanying balance sheet of Atlantica, Inc. (a development
stage company) as of December 31, 2000 and the related statements of operations,
stockholders'  equity  (deficit) and cash flows for the years ended December 31,
2000 and 1999 and from  inception  of the  development  stage on January 1, 1997
through December 31, 2000. These financial  statements are the responsibility of
the Company's  management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of Atlantica,  Inc. (a development
stage company) as of December 31, 2000 and the results of its operations and its
cash flows for the years ended  December 31, 2000 and 1999 and from inception of
the development stage on January 1, 1997 through December 31, 2000 in conformity
with generally accepted accounting principles.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 5 to the
financial  statements,  the  Company  is a  development  stage  company  with no
significant  operating results to date, which raises substantial doubt about its
ability to continue as a going  concern.  Management's  plans in regard to these
matters are also  described in Note 5. The  financial  statements do not include
any adjustments that might result from the outcome of this uncertainty.


/S/HJ & ASSOCIATES
HJ & Associates, LLC
Salt Lake City, Utah
April 10, 2001
<PAGE>
<TABLE>
<CAPTION>

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


                                            ASSETS

                                                                                December 31,
                                                                                 2000

CURRENT ASSETS

<S>                                                                           <C>
  Cash                                                                        $       -

    Total Current Assets                                                              -

    TOTAL ASSETS                                                              $       -


                        LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

  Accounts payable                                                            $          284
  Accounts payable - related party (Note 4)                                            8,110

    Total Current Liabilities                                                          8,394

    Total Liabilities                                                                  8,394

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                                                        1,189,075

    Total Stockholders' Equity (Deficit)                                              (8,394)

    TOTAL LIABILITIES AND STOCKHOLDERS'
     EQUITY (DEFICIT)                                                         $       -



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



</TABLE>
<PAGE>
<TABLE>
<CAPTION>

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


                                                                                 From
                                                                              Inception of
                                                                               Development
                                                                               Stage on
                                                              For the           January 1,
                                                              Years Ended     1997 Through
                                                              December 31,      December 31,
                                                 2000           1999              2000

REVENUES                                     $        -       $       -       $       -

EXPENSES

<S>                                                    <C>            <C>             <C>
  General and administrative                           3,651          14,756          67,625
  Interest expense                                    -               -              106,200

    Total Expenses                                     3,651          14,756         173,825

NET LOSS BEFORE EXTRAORDINARY
 ITEMS                                                (3,651)        (14,756)       (173,825)

EXTRAORDINARY INCOME

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

NET INCOME (LOSS)                            $        (3,651) $    1,348,144  $    1,189,075

BASIC INCOME (LOSS) PER SHARE

  Continuing operations                      $         (0.00) $        (0.00)
  Extraordinary income                                 (0.00)           0.05

    Basic Income (Loss) Per Share            $         (0.00) $         0.05

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



</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                                       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,
<S>      <C>                            <C>      <C>            <C>             <C>
 January 1, 1997                        531,458  $           53 $          (53) $ (1,256,700)

Expenses paid on the
 Company's behalf                        -               -              39,957        -

Net loss for the year ended
 December 31, 1997                       -               -              -            (93,057)

Balance, December 31, 1997              531,458              53         39,904    (1,349,757)

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

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

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

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

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

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

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

Balance, December 31, 1999           24,581,458           2,458         56,773       (63,974)

Net loss for the year ended
 December 31, 2000                       -               -              -             (3,651)

Balance, December 31, 2000           24,581,458  $        2,458 $       56,773  $    (67,625)


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



</TABLE>
<PAGE>
<TABLE>
<CAPTION>

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


                                                                                 From
                                                                              Inception of
                                                                               Development
                                                                               Stage on
                                                              For the          January 1,
                                                              Years Ended      1997 Through
                                                              December 31,     December 31,
                                                2000            1999            2000

CASH FLOWS FROM OPERATING ACTIVITIES

<S>                                          <C>              <C>             <C>
  Net income (loss)                          $        (3,651) $    1,348,144  $    1,189,075
  Adjustments to reconcile net income (loss) to
   net cash used by operating activities:
    Common stock issued for services                  -               -                2,405
    Extinguishment of debt                            -           (1,362,900)     (1,362,900)
  Changes in operating assets and liabilities:
    Increase in accounts payable and accounts
     payable - related party                           3,651           4,743           8,394
    Increase in accrued interest                      -               -              106,200

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

CASH FLOWS FROM INVESTING ACTIVITIES                  -                -              -

CASH FLOWS FROM FINANCING ACTIVITIES

  Capital contributed by shareholder                  -               10,013          56,826

      Net Cash Provided by Financing Activities       -               10,013          56,826

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

CASH AND CASH EQUIVALENTS AT
 BEGINNING OF PERIOD                                  -               -               -

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

CASH PAID FOR:

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


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



</TABLE>
<PAGE>

                                       ATLANTICA, INC.
                                (A Development Stage Company)
                              Notes to the Financial Statements
                                  December 31, 2000 and 1999


NOTE 1 -   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

          This summary of significant accounting policies of Atlantica,  Inc. is
          presented  to  assist  in   understanding   the  Company's   financial
          statements.  The financial statements and notes are representations of
          the Company's management, which is responsible for their integrity and
          objectivity.  These accounting  policies conform to generally accepted
          accounting  principles  and  have  been  consistently  applied  in the
          preparation of the financial statements.

           a.  Organization and Business Activities

          The financial statements  presented are those of Atlantica,  Inc. (the
          Company).  The Company was  incorporated in the State of Utah on March
          3, 1938.  The Company name at that time was Red Hills Mining  Company.
          On  February 5, 1953,  the Company  changed its name to Allied Oil and
          Minerals Company.  On January 8, 1971, the Company changed its name to
          Community Equities Corporation. On March 26, 1996, the Company changed
          its name to Atlantica, Inc.

          The  Company had two  subsidiaries;  Keys  Equities,  Inc.  (Keys),  a
          Florida  corporation   incorporated  on  July  31,  1996,  and  Allied
          Equities,  Inc. (Allied),  a Florida corporation  incorporated on July
          15, 1996. On March 1, 1998, the Company  transferred its right,  title
          and interest in a mining claim in Utah to Allied. The mining claim had
          a book value of $-0-. On March 1, 1998,  the Company  distributed  the
          shares of the two  subsidiaries  to its  shareholders in a liquidating
          dividend.

          The Company has not engaged in any business operations since 1990, and
          it was  reclassified  as a development  stage company as of January 1,
          1997.  The Company's  only  activity  since that time has consisted of
          taking actions  necessary to restore and preserve its good standing in
          the State of Utah.  The Company  presently has no assets.  The Company
          intends to continue to seek out the acquisition of assets, property or
          a business that may be beneficial to the Company and its stockholders.
          In considering whether to complete any such acquisition,  the Board of
          Directors  will  make the  final  determination  and the  approval  of
          stockholders will not be sought unless required by applicable law, the
          articles of incorporation or bylaws of the Company or contract.

           b.  Reorganization

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

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


<PAGE>
<TABLE>
<CAPTION>

                                       ATLANTICA, INC.
                                (A Development Stage Company)
                              Notes to the Financial Statements
                                  December 31, 2000 and 1999


NOTE 1 -   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

           c.  Accounting Method

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

           d.  Estimates

          The preparations of financial  statements in conformity with generally
          accepted  accounting  principles requires management to make estimates
          and  assumptions  that  affect  the  reported  amounts  of assets  and
          liabilities and disclosure of contingent assets and liabilities at the
          date of the financial  statements and the reported amounts of revenues
          and expenses during the reporting period.  Actual results could differ
          from those estimates.

           e.  Income Taxes

          At December 31, 2000, the Company had net operating loss carryforwards
          of  approximately  $173,000 that may be offset  against future taxable
          income  through  2020.  No  tax  benefits  has  been  reported  in the
          financial  statements,  because the  potential tax benefits of the net
          operating loss carry  forwards are offset by a valuation  allowance of
          the same amount.

           Deferred tax assets (liabilities) are comprised of the following:

                                                                       For the Years Ended
                                                                            December 31,
                                                                         2000           1999

<S>                                                            <C>             <C>
           Income tax benefit at statutory rate                $       65,740  $       64,600
           Change in valuation allowance                              (65,740)        (64,600)

                                                               $       -       $       -

           The income tax benefit differs from the amount computed at federal statutory rates of
           approximately 38% as follows:
                                                                               For the Years Ended
                                                                               December 31,
                                                                  2000           1999

           Income tax benefit at statutory rate                $        1,140  $        5,607
           Change in valuation allowance                               (1,140)         (5,607)

                                                               $       -       $       -

          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 the future.


</TABLE>
<PAGE>
<TABLE>
<CAPTION>


                                       ATLANTICA, INC.
                                (A Development Stage Company)
                              Notes to the Financial Statements
                                  December 31, 2000 and 1999


NOTE 1 -   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

           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, 2000
                                                Income          Shares         Per Share
                                               (Numerator)     (Denominator)    Amount

<S>                                          <C>                  <C>         <C>
                                             $        (3,651)     24,581,458  $        (0.00)


                                                                              For the Year Ended
                                                                              December 31, 1999
                                                (Loss)          Shares         Per Share
                                               (Numerator)     (Denominator)    Amount

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

           g. Revenue Recognition Policy

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

NOTE 2 -   MORTGAGE PAYABLE

          In 1990, the Company signed as a guarantor of a mortgage.  The primary
          mortgagee  has  defaulted  on the loan so the Company had recorded the
          liability on its books.

          On February 18, 1999, the Company entered into  negotiations  with the
          City of Miami for a  settlement  agreement  which  would  release  the
          Company from the mortgage  payable.  Under the terms of the agreement,
          the City of Miami  agreed to  execute  and  deliver  to the  Company a
          release of lien. In return, a shareholder of the Company paid the City
          of Miami  $10,010 and  transferred  to the City  25,000  shares of the
          Company's common stock owned personally by the shareholder.

          As a result of the  settlement,  the  Company  recorded  a gain on the
          extinguishment  of debt totaling  $1,362,900  ($885,000  principal and
          $477,900  accrued  interest) for the year ended  December 31, 1999. In
          addition,   contributed   capital  of  $10,013  was   recorded   which
          represented  the cash paid by the shareholder to the City of Miami and
          the value of the 25,000 shares transferred.




</TABLE>

<PAGE>
                                       ATLANTICA, INC.
                                (A Development Stage Company)
                              Notes to the Financial Statements
                                  December 31, 2000 and 1999


NOTE 3 -   COMMON STOCK

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

NOTE 4 -   RELATED PARTY TRANSACTIONS

          Expenses  incurred  by the Company 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, 2000 were
          paid by certain  related parties and recorded as loans to shareholders
          totaling $8,110 at December 31, 2000.

NOTE 5 -   GOING CONCERN

          The  Company's  financial  statements  are  prepared  using  generally
          accepted  accounting  principles  applicable  to a going concern which
          contemplates  the realization of assets and liquidation of liabilities
          in the normal  course of  business.  The Company  has not  established
          revenues  sufficient  to cover its  operation  costs.  The  Company is
          seeking the  acquisition  of, or merger  with,  an existing  operating
          company. Currently, management has committed to covering all operating
          and other costs until sufficient revenues are generated.

<PAGE>


Item 8.  Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
------------------------------------------------------------------------

     None; not applicable.

<PAGE>

                                    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 of all  current  directors  and
executive  officers  of the  Company.  These  persons  will serve until the next
annual  meeting of the  stockholders  or until their  successors  are elected or
appointed and qualified, or their prior resignation or termination.



NAME ANG AGE            POSITION        FIRST ELECTED   DIRECTOR TERM

Gregory Aurre           President &     13-Mar-98       Until 2001
Age 51                  Director                        Shareholders Meeting

Gregory Aurre III       Secretary,      13-Mar-98       Until 2001
Age 27                  Treasurer &                     Shareholders Meeting
(Son of Gregory
Aurre)

Amerika Aurre           Director        13-Mar-98       Until 2001
Age 28                                                  Shareholders Meeting
(Daughter of
Gregory Aurre)



Business Experience.
--------------------

Gregory Aurre, Director and President

     Mr. Aurre is 52 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 29 years old and the daughter of the President of the Company,
Gregory Aurre. She has been employed in the fashion  merchandising  industry for
seven years.

Gregory Aurre III, Director and Secretary-Treasurer

     Mr.  Aurre is 28 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.

Significant Employees.
----------------------

     The Company has no employees  who are not executive  officers,  but who are
expected to make a significant contribution to the Company's business.

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

Amerika Aurre is the daughter of Gregory Aurre.

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

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

     Except as stated  above,  during the past five years,  no director,  person
nominated to become a director, executive officer, promoter or control person of
the Company:

          (1) was a general partner or executive officer of any business against
     which  any  bankruptcy  petition  was  filed,  either  at the  time  of the
     bankruptcy or two years prior to that time;

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

          (3) was  subject to any order,  judgment or decree,  not  subsequently
     reversed,  suspended or vacated,  of any court of  competent  jurisdiction,
     permanently  or  temporarily  enjoining,  barring,  suspending or otherwise
     limiting his  involvement  in any type of business,  securities  or banking
     activities; or

          (4)  was  found  by a  court  of  competent  jurisdiction  (in a civil
     action),  the Securities and Exchange  Commission or the Commodity  Futures
     Trading  Commission  to have  violated  a federal  or state  securities  or
     commodities  law,  and the  judgment  has not been  reversed,  suspended or
     vacated.


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

     Form 3,  Statement  of  Beneficial  Ownership,  have  been  filed  with the
Securities  and  Exchange  Commission;  there  have  been no  changes  in  their
beneficial  ownership of shares of common stock of the Company  since the filing
of their Form 3 on or about June 7, 2001.
<PAGE>


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

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

                           SUMMARY COMPENSATION TABLE

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

                                               Secur-
                                               ities         All
Name and   Year or               Other   Rest- Under-  LTIP  Other
Principal  Period   Salary Bonus Annual  ricte dlying  Pay-  Comp-
Position   Ended      ($)   ($)  Compen- Stock Options outs  ensat'n
-----------------------------------------------------------------
Greg
Aurre,        12/31/00    0     0     0     0      0     0   0
President,    12/31/99    0     0     0     0      0     0   0
Director      12/31/98    0     0     0     0      0     0   0


Amerika
Aurre,        12/31/00    0     0     0     0      0     0   0
Vice Pres./   12/31/99    0     0     0     0      0     0   0
Director      12/31/98    0     0     0     0      0     0   0


Gregory       12/31/00    0     0     0     0      0     0   0
Aurre III,    12/31/99    0     0     0     0      0     0   0
Secretary     12/31/98    0     0     0     0      0     0   0
Director


     No cash  compensation,  deferred  compensation or long-term  incentive plan
awards were issued or granted to the  Company's  management  during the calendar
years ending December 31, 2000,  1999, or 1998, or the period ending on the date
of this Report.

Compensation of Directors.
--------------------------

     There  are  no  standard  arrangements  pursuant  to  which  the  Company's
directors are compensated for any services  provided as director.  No additional
amounts are payable to the Company's  directors for committee  participation  or
special assignments.


<PAGE>

Employment Contracts and Termination of Employment and
Change-in-Control Arrangements.
-------------------------------

     There are no  employment  contracts,  compensatory  plans or  arrangements,
including payments to be received from the Company, with respect to any director
or executive officer of the 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 the Company or any  subsidiary,  any change in
control of the Company, or a change in the person's responsibilities following a
change in control of the 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
beneficially  own more than five percent of the Company's common stock as of the
date of December 31, 2000,  with the  computations  being based upon  25,000,000
shares of common stock being outstanding.


                            Number of Shares           Percentage
Name                      Beneficially Owned           of Class (1)
----------------           ------------------           --------

Gregory Aurre                 23,908,000                  97%



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

     The following table sets forth the shareholdings of the Company's directors
and executive officers as of the date of this Report:


                            Number of             Percentage of

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

COMMON          GREGORY AURRE           23,908,000              97%

COMMON          AMERIKA AURRE           25,000                  .001%

COMMON          GREGORY AURRE III       25,000                  .001%

COMMON          OFFICERS & DIRECTORS    23,958,000              97%
                AS A GROUP


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

     To the  knowledge  of  the  Company's  management,  there  are  no  present
arrangements or pledges of the Company's securities which may result in a change
in control of the Company.

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

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

     For a description  of  transactions  between  members of  management,  five
percent  stockholders,  "affiliates",  promoters  and  finders,  see the caption
"Sales of 'Unregistered' and 'Restricted'  Securities Over the Past Three Years"
of Item I.

<PAGE>

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

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

None, not applicable;

Exhibits
--------

None, not applicable

<PAGE>
                              SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                       ATLANTICA, INC.



Date: 06/07/2001                       /S/ GREGORY AURRE
                                       Gregory Aurre
                                       President and Director



     Pursuant to the  requirements  of the  Securities  Exchange Act of 1934, as
amended, this Report has been signed below by the following persons on behalf of
the Company and in the capacities and on the dates indicated:


                                       ATLANTICA, INC.



Date: 06/07/2001                       /S/ GREGORY AURRE
                                       Gregory Aurre
                                       President and Director