UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549





FORM
10-Q





x
            QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934





For the
quarterly period ended September 30, 2009




OR




 ̈
            TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934




For the
transition period from _____________________ to
_____________________





Commission
file number 001-33927





ATLAS ACQUISITION HOLDINGS
      CORP.(Exact
      Name of Registrant as Specified in Its
Charter)





Delaware
              
              26-0852483(State
      or Other Jurisdiction of Incorporation or
                Organization)
              
              (I.R.S.
      Employer Identification No.)c/o
      Hauslein & Company, Inc.11450
      SE Dixie Highway, Ste 106Hobe
      Sound, Florida
              
              33455(Address
      of Principal Executive Offices)
              
              (Zip
      Code)





(772)
      545-9042(Registrant’s
      Telephone Number, Including Area
Code)




Indicate
by check mark whether the registrant: (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.


x  Yes     ̈  No




Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding
12 months (or for such shorter period that the registrant was required to submit
and post such files).


 ̈  Yes     ̈  No




Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.  See the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.





Large
      accelerated filer  ̈
              
              Accelerated
      filer  ̈Non-accelerated
      filer x (Do
      not check if a smaller reporting company)
              
              Smaller
      reporting company  ̈





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).


x  Yes     ̈  No




Indicate
the number of shares outstanding of each of the issuer’s classes of common
stock, as of the latest practicable date: 25,000,000 shares issued and
outstanding as of November 9, 2009.





ATLAS
ACQUISITION HOLDINGS CORP.


QUARTERLY
REPORT ON FORM 10-Q


FOR
THE QUARTER ENDED SEPTEMBER 30, 2009




TABLE
OF CONTENTS




PART
      IFINANCIAL
      INFORMATIONITEM
      1.
                    
                    FINANCIAL
      STATEMENTS:CONDENSED
      BALANCE SHEETS
                    1CONDENSED
      STATEMENTS OF OPERATIONS
                    2CONDENSED
      STATEMENTS OF STOCKHOLDERS’ EQUITY
                    3CONDENSED
      STATEMENTS OF CASH FLOWS
                    4NOTES
      TO CONDENSED INTERIM FINANCIAL STATEMENTS
                    5ITEM
      2.
                    
                    MANAGEMENT’S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS
                    13ITEM
      3.
                    
                    QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
                    15ITEM
      4T.
                    
                    CONTROLS
      AND PROCEDURES
                    16PART
      IIOTHER
      INFORMATIONITEM
      2.
                    
                    UNREGISTERED
      SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
                    17ITEM
      6.
                    
                    EXHIBITS
                    17SIGNATURES
                    18





Statement
Regarding Forward-Looking Statements




This
report includes “forward-looking statements” within the meaning of Section 27A
of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended.  Forward-looking statements include,
but are not limited to, statements regarding our “expectations,” “hopes,”
“beliefs,” “intentions,” or “strategies” regarding the future.  In
addition, any statements that refer to projections, forecasts, or other
characterizations of future events or circumstances, including any underlying
assumptions, are forward-looking statements.  The words “anticipates,”
“believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,”
“plan,” “possible,” “potential,” “predict,” “project,” “should,” and “would,” as
well as similar expressions, may identify forward-looking statements, but the
absence of these words does not mean that a statement is not forward
looking.  Forward-looking statements in this report may include, for
example, statements about our:


•
              ability
      to complete a combination with one or more target
    businesses;
 
 •
              success
      in retaining or recruiting, or changes required in, our officers or
      directors following a business
combination;
 
 •
              potential
      inability to obtain additional financing to complete a business
      combination;
 
 •
              limited
      pool of prospective target
businesses;
 
 •
              potential
      change in control if we acquire one or more target businesses for
      stock;
 
 •
              public
      securities’ limited liquidity and
trading;
 
 •
              inability
      to have our securities listed on the American Stock Exchange following a
      business combination or the delisting of our securities from the American
      Stock Exchange;
 
 •
              use
      of proceeds not in trust or available to us from interest income on the
      trust account balance; or
 
 •
              our
      ongoing  financial
performance.





The
forward-looking statements contained or incorporated by reference in this report
are based on our current expectations and beliefs concerning future developments
and their potential effects on us.  There can be no assurance that
future developments affecting us will be those that we have
anticipated.  These forward-looking statements involve a number of
risks, uncertainties, or assumptions, many of which are beyond our control, that
may cause actual results or performance to be materially different from those
expressed or implied by these forward-looking statements.  These risks
and uncertainties include, but are not limited to, those factors described in
our Annual Report on Form 10-K under Item 1A, “Risk Factors.”  We
undertake no obligation to update or revise any forward-looking statements,
whether as a result of new information, future events, or otherwise, except as
may be required under applicable securities laws.





References
in this report to “we,” “us,” or “our company” refer to Atlas Acquisition
Holdings Corp. References to “public stockholders” refer to purchasers of our
securities in our initial public offering and subsequent purchasers in the
secondary market.  To the extent our founders purchased common stock
in our initial public offering or thereafter in the open market they would be
“public stockholders” for liquidation and dissolution purposes, but will vote
all such shares in favor of our initial business combination and therefore would
not be eligible to seek redemption in connection with a vote on a business
combination.








PART
      IFINANCIAL
      INFORMATIONITEM
      1.
              FINANCIAL
      STATEMENTSATLAS
      ACQUISITION HOLDINGS CORP.(a
      corporation in the development stage)CONDENSED
      BALANCE SHEETS




September 30, 2009
              
              
              December 31, 2008(Unaudited)ASSETSCURRENT
      ASSETS:Cash
      and cash equivalents
              
              $
              44,143
              
              
              $
              1,070,021Prepaid
      expenses
              
              
              66,972
              
              
              
              6,696Total
      current assets
              
              
              111,115
              
              
              
              1,076,717Investments
      held in Trust Account
              
              
              200,045,752
              
              
              
              200,069,415Deferred
      tax asset
              
              
              556,000
              
              
              
              235,000TOTAL
      ASSETS
              
              $
              200,712,867
              
              
              $
              201,381,132LIABILITIES
      AND STOCKHOLDERS’ EQUITYCURRENT
      LIABILITIES:Accrued
      expenses
              
              $
              19,460
              
              
              $
              181,556Total
      current liabilities
              
              
              19,460
              
              
              
              181,556LONG-TERM
      LIABILITIES:Deferred
      underwriting fee
              
              
              8,955,000
              
              
              
              8,955,000Common
      stock subject to possible redemption (5,999,999 shares at redemption
      value)
              
              
              59,999,990
              
              
              
              59,999,990COMMITMENTSSTOCKHOLDERS’
      EQUITY:Preferred
      stock, $.001 par value; 100,000,000 shares authorized; none
      issued
              
              
              -
              
              
              
              -Common
      stock, $.001 par value; 300,000,000 shares authorized, 25,000,000
      shares issued and outstanding (including 5,999,999 shares subject to
      redemption) at September 30, 2009 and December 31,
    2008
              
              
              25,000
              
              
              
              25,000Additional
      paid-in capital
              
              
              131,145,978
              
              
              
              131,145,978Retained
      earnings accumulated during the development stage
              
              
              567,439
              
              
              
              1,073,608TOTAL
      STOCKHOLDERS’ EQUITY
              
              
              131,738,417
              
              
              
              132,244,586TOTAL
      LIABILITIES AND STOCKHOLDERS’ EQUITY
              
              $
              200,712,867
              
              
              $
              201,381,132




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


1





ATLAS
ACQUISITION HOLDINGS CORP.


(a
corporation in the development stage)





CONDENSED
STATEMENTS OF OPERATIONS




For the three months
                          ended
                          September30,2009
                        
                        
                        For the three months
                          ended
                          September30,2008
                        
                        
                        For the nine months
                          ended
                          September30,2009
                        
                        
                        For the nine months
                          ended
                          September30,2008
                        
                        
                        For the period
                          September 6, 2007
                          (date of inception)
                          to
                          September30,2009(Unaudited)
                        
                        
                        (Unaudited)
                        
                        
                        (Unaudited)
                        
                        
                        (Unaudited)
                        
                        
                        (Unaudited)Operating
      expensesGeneral
      and administrative costs
                        
                        $
                        417,082
                        
                        
                        $
                        177,795
                        
                        
                        $
                        1,072,075
                        
                        
                        $
                        591,349
                        
                        
                        $
                        1,912,728Loss
      from operations
                        
                        
                        (417,082
                        )
                        
                        
                        (177,995
                        )
                        
                        
                        (1,072,075
                        )
                        
                        
                        (591,349
                        )
                        
                        
                        (1,912,728
                        )Other
      income (expense)Interest
      income
                        
                        
                        176,775
                        
                        
                        
                        741,753
                        
                        
                        
                        302,906
                        
                        
                        
                        2,153,790
                        
                        
                        
                        2,772,959Interest
      expense
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        (655
                        )
                        
                        
                        (2,792
                        )Income
      (loss) before provision for income taxes
                        
                        
                        (240,307
                        )
                        
                        
                        563,958
                        
                        
                        
                        (769,169
                        )
                        
                        
                        1,561,786
                        
                        
                        
                        857,439Provision
      for (benefit from) income taxes
                        
                        
                        (82,000
                        )
                        
                        
                        192,000
                        
                        
                        
                        (263,000
                        )
                        
                        
                        526,000
                        
                        
                        
                        290,000Net
      income (loss) for the period
                        
                        $
                        (158,307
                        )
                        
                        $
                        371,958
                        
                        
                        $
                        (506,169
                        )
                        
                        $
                        1,035,786
                        
                        
                        $
                        567,439Weighted
      average number of common shares  outstanding
      (not  subject to possible conversion):Basic
                        
                        
                        19,000,001
                        
                        
                        
                        19,000,001
                        
                        
                        
                        19,000,001
                        
                        
                        
                        17,720,804
                        
                        
                        
                        16,485,781Diluted
                        
                        
                        19,000,001
                        
                        
                        
                        25,212,156
                        
                        
                        
                        19,000,001
                        
                        
                        
                        23,132,535
                        
                        
                        
                        21,606,808Net
      income (loss) per common share not subject to possible
      conversion:Basic
                        
                        $
                        (0.01
                        )
                        
                        $
                        0.02
                        
                        
                        $
                        (0.03
                        )
                        
                        $
                        0.06
                        
                        
                        $
                        0.03Diluted
                        
                        $
                        (0.01
                        )
                        
                        $
                        0.01
                        
                        
                        $
                        (0.03
                        )
                        
                        $
                        0.04
                        
                        
                        $
                        0.03Maximum number of common shares
      subject to possible conversion:Weighted
      average number of shares
                        
                        
                        5,999,999
                        
                        
                        
                        5,934,782
                        
                        
                        
                        5,999,999
                        
                        
                        
                        5,364,963
                        
                        
                        
                        4,841,269Net
      income (loss) per common share subject to possible conversion,
      basic and diluted
                        
                        $
                        -
                        
                        
                        $
                        -
                        
                        
                        $
                        -
                        
                        
                        $
                        -
                        
                        
                        $
                        -




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


2


ATLAS
ACQUISITION HOLDINGS CORP.


(a
corporation in the development stage)





CONDENSED
STATEMENTS OF STOCKHOLDERS’ EQUITY


For
the period September 6, 2007 (date of inception) to September 30,
2009





Common Stock
                    
                    
                    Additional
                    
                    
                    Retained Earnings
                      (deficit accumulated
                      during the development
                    
                    
                    Total
                      Stockholders’Shares
                    
                    
                    Amount
                    
                    
                    Paid-In Capital
                    
                    
                    stage)
                    
                    
                    EquityBalances,
      September 6, 2007 (date of inception)
                    
                    
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -Issuance
      of common stock at $0.004 per share to initial
stockholders
                    
                    
                    5,750,000
                    
                    
                    
                    5,750
                    
                    
                    
                    17,250
                    
                    
                    
                    -
                    
                    
                    
                    23,000Net
      loss for the period
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    (12,137
                    )
                    
                    
                    (12,137
                    )Balances,
      December 31, 2007
                    
                    
                    5,750,000
                    
                    
                    
                    5,750
                    
                    
                    
                    17,250
                    
                    
                    
                    (12,137
                    )
                    
                    
                    10,863Proceeds
      from issuance of 5,800,000 insider warrants at $1.00 per warrant in
      private placement
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    5,800,000
                    
                    
                    
                    -
                    
                    
                    
                    5,800,000Sale
      of 20,000,000 units through public offering at $10.00 per unit net of
      underwriters’ discount and offering costs (including 5,999,999 shares of
      common stock subject to possible redemption)
                    
                    
                    20,000,000
                    
                    
                    
                    20,000
                    
                    
                    
                    185,327,968
                    
                    
                    
                    -
                    
                    
                    
                    185,347,968Proceeds
      from public offering subject to possible redemption, 5,999,999
      shares
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    (59,999,990
                    )
                    
                    
                    -
                    
                    
                    
                    (59,999,990
                    )Forfeiture
      of founders' shares
                    
                    
                    (750,000
                    )
                    
                    
                    (750
                    )
                    
                    
                    750
                    
                    
                    
                    -
                    
                    
                    
                    -Net
      income for the year
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    1,085,745
                    
                    
                    
                    1,085,745Balances,
      December 31, 2008
                    
                    
                    25,000,000
                    
                    
                    $
                    25,000
                    
                    
                    $
                    131,145,978
                    
                    
                    $
                    1,073,608
                    
                    
                    $
                    132,244,586Net
      loss for the period (Unaudited)
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    (506,169
                    )
                    
                    
                    (506,169
                    )Balances,
      September 30, 2009 (Unaudited)
                    
                    
                    25,000,000
                    
                    
                    $
                    25,000
                    
                    
                    $
                    131,145,978
                    
                    
                    $
                    567,439
                    
                    
                    $
                    131,738,417




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


3


ATLAS
ACQUISITION HOLDINGS CORP.


(a
corporation in the development stage)





CONDENSED
STATEMENTS OF CASH FLOWS





For the nine months
                  ended
                  September 30, 2009
                
                
                For the nine months
                  ended
                  September 30, 2008
                
                
                For the period
                  September 6, 2007
                  (date of inception)
                  to
                  September 30, 2009(Unaudited)
                
                
                (Unaudited)
                
                
                (Unaudited)Cash
      flows from operating activities:Net
      income (loss) for the period
                
                $
                (506,169
                )
                
                $
                1,035,786
                
                
                $
                567,439Adjustments
      to reconcile income (loss) for the period to net cash provided by (used
      in) operating activities:Deferred
      tax benefit
                
                
                (321,000
                )
                
                
                (168,000
                )
                
                
                (556,000
                )Changes
      in operating assets and liabilities:Prepaid
      expenses
                
                
                (60,276
                )
                
                
                (44,700
                )
                
                
                (66,972
                )Accrued
      expenses
                
                
                (162,096
                )
                
                
                97,095
                
                
                
                19,460Accrued
      interest on notes payable to initial stockholders
                
                
                -
                
                
                
                (2,137
                )
                
                
                -Net
      cash provided by (used in) operating activities
                
                
                (1,049,541
                )
                
                
                918,044
                
                
                
                (36,073
                )Cash
      flows used in (provided by) investing activities:Accrued
      interest earned on Trust Account
                
                
                23,663
                
                
                
                -
                
                
                
                (45,752
                )Change
      in Trust Account
                
                
                -
                
                
                
                (200,219,661
                )
                
                
                (200,000,000
                )Net
      cash from investing activities
                
                
                23,663
                
                
                
                (200,219,661
                )
                
                
                (200,045,752
                )Cash
      flows provided by financing activities:Proceeds
      from issuance of common stock to initial stockholders
                
                
                -
                
                
                
                -
                
                
                
                23,000Proceeds
      from notes payable to initial stockholders
                
                
                -
                
                
                
                -
                
                
                
                150,000Payments
      on notes payable to initial stockholders
                
                
                -
                
                
                
                (150,000
                )
                
                
                (150,000
                )Proceeds
      from issuance of warrants in private placement
                
                
                -
                
                
                
                5,800,000
                
                
                
                5,800,000Proceeds
      from public offering
                
                
                -
                
                
                
                200,000,000
                
                
                
                200,000,000Payment
      of registration costs and underwriters' fees
                
                
                -
                
                
                
                (5,599,599
                )
                
                
                (5,697,032
                )Net
      cash provided by financing activities
                
                
                -
                
                
                
                200,050,401
                
                
                
                200,125,968Net
      increase (decrease) in cash and cash equivalents
                
                
                (1,025,878
                )
                
                
                748,784
                
                
                
                44,143Cash
      and cash equivalents:Beginning
      of period
                
                
                1,070,021
                
                
                
                65,567
                
                
                
                -End
      of period
                
                $
                44,143
                
                
                $
                814,351
                
                
                $
                44,143Supplemental
      disclosure of non-cash financing activities:Accrual
      of deferred underwriting fees
                
                $
                -
                
                
                $
                8,955,000
                
                
                $
                8,955,000Proceeds
      from public offering reclassified to mezzanine debt for common stock
      subject to possible redemption
                
                $
                -
                
                
                $
                59,999,990
                
                
                $
                59,999,990Reclass
      from common stock to additional paid-in capital for the forfeiture of
      founders’ shares
                
                $
                -
                
                
                $
                750
                
                
                $
                750Supplemental
      disclosure of cash flow information:Cash
      paid for income taxes
                
                $
                65,000
                
                
                $
                709,000
                
                
                $
                869,000




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


4


ATLAS
ACQUISITION HOLDINGS CORP.


(a
corporation in the development stage)





NOTES
TO CONDENSED INTERIM FINANCIAL STATEMENTS




Note 1 — Discussion of the Company’s
Organization and Business Operations




Atlas
Acquisition Holdings Corp. (a corporation in the development stage) (the
“Company”) was incorporated on September 6, 2007 for the purpose of acquiring,
through a merger, capital stock exchange, asset acquisition, stock purchase or
other similar business combination, an unidentified operating business
(“Business Combination”). The Company’s efforts in identifying a prospective
target business (“Target Business”) are not limited to a particular industry
segment. All activities from September 6, 2007 (date of inception) through
September 30, 2009 were related to the Company’s formation, capital raising
activities and identifying prospective target businesses. The Company has
selected December 31st as its fiscal year end.




The
Company is considered to be a development stage company and, as such, the
financial statements presented herein are presented as those of a development
stage company.  The Company is subject to the risks associated with
the activities of development stage companies.




The
registration statement for the Company’s initial public offering (“Offering”)
was declared effective on January 23, 2008. The Company consummated the offering
on January 30, 2008 for gross proceeds of $200 million, and contemporaneous with
the consummation of the Offering, the Company’s stockholders prior to the
offering (“Initial Stockholders”) purchased an aggregate of 5,800,000 warrants
at $1.00 per warrant (“Insider Warrants”) in a private placement transaction
(“Private Placement”). The Company’s management intends to apply substantially
all of the net proceeds of the Offering and the Private Placement toward
consummating a Business Combination. The initial Target Business must have a
fair market value equal to at least 80% of the Company’s net assets, excluding
the amount held in the trust account (“Trust Account”) representing the deferred
portion of the underwriters’ discount (Note 7), at the time of such acquisition.
However, there is no assurance that the Company will be able to successfully
effect a Business Combination.




Management
has agreed that $200 million or $10.00 per Unit sold in the Offering, which
includes the $5.8 million received from the Private Placement will be held in
the Trust Account and maintained by American Stock Transfer & Trust Company
acting as trustee. The money will be invested in permitted U.S. “government
securities,” within the meaning of Section 2(a)(16) of the Investment Company
Act of 1940, as amended (“Investment Company Act”) having a maturity of 180 days
or less or in money market funds meeting certain conditions under Rule 2a-7
promulgated under the Investment Company Act, of which $8,955,000 or $0.45 per
Unit will be paid to the underwriters only upon the consummation of a Business
Combination. The placing of funds in the Trust Account may not protect those
funds from third party claims against the Company. Although the Company will
seek to have all vendors, prospective acquisition targets or other entities it
engages, execute agreements with the Company waiving any right, title, interest
or claim of any kind in or to any monies held in the Trust Account, there is no
guarantee that they will execute such agreements. Up to an aggregate of $3.5
million earned on the monies held in the Trust Account and $100,000 of net
proceeds not held in trust at the close of the Offering may be used to pay for
due diligence of prospective Target Businesses, legal and accounting fees
relating to Securities and Exchange Commission (“SEC”) reporting obligations and
working capital to cover miscellaneous expenses, director and officer insurance
and reserves.  Since the consummation of the Offering through
September 30, 2009, the Company has generated $2,752,141 of interest income on
the net proceeds of the Offering held in the Trust Account, of which $1,837,389
has been withdrawn for working capital purposes and $45,752 has been credited to
the balance of the Trust Account and not withdrawn. The Company has also
withdrawn $869,000 from the Trust Account for the payment of income taxes. At
September 30, 2009, the Company had the right to withdraw from the Trust Account
an additional $1,662,611 for working capital purposes.  Although the
Company has the authority to withdraw such additional funds from the Trust
Account in the future for working capital purposes before reaching the
$3,500,000 that may be released to it, the Company does not expect that its
earnings on the Trust Account will be sufficient to enable it to withdraw this
amount based on current average yield rates on qualified
securities.




The
Company, after signing a definitive agreement for a Business Combination, is
obliged to submit such transaction for approval by a majority of the public
stockholders of the Company (“Public Stockholders”). Stockholders that vote
against such proposed Business Combination and exercise their redemption rights
are, under certain conditions described below, entitled to convert their shares
into a $10.00 per share distribution from the Trust Account (“Redemption
Right”). The




5




ATLAS
ACQUISITION HOLDINGS CORP.


(a
corporation in the development stage)




NOTES
TO CONDENSED INTERIM FINANCIAL STATEMENTS (CONTINUED)




Note 1 — Discussion of the Company’s
Organization and Business Operations - (continued)




The
Initial Stockholders have agreed to vote their 5,000,000 founding shares of
Common Stock in accordance with the manner in which the majority of the shares
of Common Stock sold in the Offering are voted by the Company’s Public
Stockholders with respect to a Business Combination. In the event that a
majority of the outstanding shares of Common Stock voted by the Company’s Public
Stockholders vote for the approval of the Business Combination and holders
owning 30% or more of the outstanding Common Stock do not vote against the
Business Combination and do not exercise their Redemption Rights, the Business
Combination may then be consummated.




The
Company’s Certificate of Incorporation provides that the Company’s corporate
existence will cease in the event it does not consummate a Business Combination
by January 23, 2010. If the Company does not effect a Business Combination by
January 23, 2010 (the “Target Business Acquisition Period”), the Company’s
corporate existence will cease. In such case, the Company will dissolve and
liquidate for the purpose of winding up its affairs and will promptly distribute
the amount held in the Trust Account, which is substantially all of the proceeds
from the Offering, including any accrued interest, to its Public Stockholders in
proportion to their respective equity interests. As of September 30, 2009, the
Company has not executed any definitive agreements related to an
acquisition.




With
respect to a Business Combination which is approved and consummated, any Public
Stockholders who vote against the Business Combination and exercise their
Redemption Right will have their common shares cancelled and returned to the
status of authorized but unissued shares. The share price will be $10.00 per
share cash payment (which includes $0.45 attributable to the deferred
underwriting compensation) if the Business Combination is completed, plus any
interest earned on their portion of the Trust Account but less any interest that
has been released to the Company to fund its working capital requirements and to
pay any of its tax obligations. Accordingly, Public Stockholders holding less
than 30% of the aggregate number of shares owned by all Public Stockholders may
seek redemption of their shares in the event of a Business
Combination.




Note 2 — Initial Public
Offering




In its
initial public offering, effective January 23, 2008 (closed on January 30,
2008), the Company sold to the public 20,000,000 units (the “Units” or a “Unit”)
at a price of $10.00 per Unit. Net proceeds from the initial public offering
totaled approximately $185.3 million, which was net of approximately $5.7
million in underwriting fees and other expenses paid at closing and
approximately $9.0 million of deferred underwriting fees. Each Unit consists of
one share of the Company’s common stock, $.001 par value (“Common Stock”), and
one warrant (a “Public Warrant” and, together with Insider Warrants,
“Warrants”).




$194.2
million of the net proceeds from the initial public offering (which includes
$8,955,000 of the proceeds attributable to the underwriters’ discount), plus
$5.8 million the Company received from the sale of the Insider Warrants
simultaneously with the consummation of the Offering, has been placed into the
Trust Account at Bank of America, which is maintained by American Stock Transfer
& Trust Company, as trustee. The proceeds held in trust will only be
invested in U.S. “government securities” within the meaning of Section 2(a)(16)
of the Investment Company Act having a maturity of 180 days or less or in money
market funds meeting certain conditions under Rule 2a-7 promulgated
thereunder.




Proceeds
held in the Trust Account will not be available for the Company’s use for any
purpose, except to pay any taxes and up to $3.5 million can be taken from the
interest earned on the Trust Account to fund the Company’s working
capital.


6




ATLAS
ACQUISITION HOLDINGS CORP.


(a
corporation in the development stage)




NOTES
TO CONDENSED INTERIM FINANCIAL STATEMENTS (CONTINUED)




Note 3 — Summary of Significant
Accounting Policies




Interim Financial Statements —
The accompanying unaudited condensed interim financial statements have been
prepared in accordance with accounting principles generally accepted in the
United States of America and pursuant to the rules and regulations of the SEC
and should be read in conjunction with the Company’s audited financial
statements and footnotes thereto for the year ended December 31, 2008 included
in the Company’s Annual Report on Form 10-K filed with the SEC on February 27,
2009. Certain information and footnote disclosures normally included in
financial statements prepared in accordance with accounting principles generally
accepted in the United States of America have been omitted pursuant to such
rules and regulations. However, the Company believes that the disclosures are
adequate to make the information presented not misleading. The financial
statements reflect all adjustments (consisting primarily of normal recurring
adjustments) that are, in the opinion of management necessary for a fair
presentation of the Company’s financial position and results of operations. The
operating results for any interim period are not necessarily indicative of the
results to be expected for the full year.





Development Stage —The
Company is in the development stage. To date, the Company has not generated any
revenues and has devoted its efforts to various start-up activities including
development and capital raising.





Cash and Cash Equivalents —
Included in cash and cash equivalents are deposits with financial institutions
as well as short-term money market instruments with original maturities of three
months or less when purchased.





Investments Held in Trust Account —The Company’s restricted investments held in the Trust Account at
September 30, 2009 are currently invested in three money market fundsthatinclude, among other
things, short-term debt securities issued or guaranteed by the U.S. government
and domestic or foreign financial institutions, commercial paper and other
short-term corporate obligations, repurchase agreements, and asset-backed
securities.  The Company may in the future invest the proceeds held in
trust in different money market funds meeting certain conditions under Rule 2a-7
promulgated under the Investment Company Act of 1940 or U.S. “government
securities” within the meaning of Section 2(a)(16) of the Investment Company Act
of 1940 having a maturity of 180 days or less.  The Company recognized
interest income of $175,943 and $736,777 on investments held in the Trust
Account for the three months ended September 30, 2009 and 2008, respectively,
$297,916 and $2,143,994 for the nine months ended September 30, 2009 and 2008,
respectively, and $2,752,141 for the period from inception (September 6, 2007)
to September 30, 2009, which are included on the accompanying statements of
operations.





Concentration of Credit Risk —
Financial instruments that potentially subject the Company to a significant
concentration of credit risk consist primarily of cash and investments held in
the Trust Account. The Company may maintain deposits in federally insured
financial institutions in excess of federally insured limits. However,
management believes the Company is not exposed to significant credit risk due to
the financial position of the depository institutions in which those deposits
are held.





Earnings Per Share — The
Company complies with the provisions of ASC 260-10-45, which requires dual
presentation of basic and diluted earnings per share on the face of the
statement of operations. Basic net income per share is computed by dividing net
income by the weighted average common shares outstanding for the period. Diluted
net income per share reflects the potential dilution that could occur if
Warrants were to be exercised or converted or otherwise resulted in the issuance
of Common Stock that then shared in the earnings of the entity.





The
Company’s statement of operations includes a presentation of net income per
share for Common Stock subject to possible redemption in a manner similar to the
two-class method of net income per share. Basic and diluted income per common
share amounts for the maximum number of shares subject to possible redemption
are calculated by dividing the net interest income attributable to common shares
subject to redemption by the weighted average number of common shares subject to
possible redemption.


7


ATLAS
ACQUISITION HOLDINGS CORP.


(a
corporation in the development stage)




NOTES
TO CONDENSED INTERIM FINANCIAL STATEMENTS (CONTINUED)




Note 3 — Summary of Significant
Accounting Policies - (continued)




Basic and
diluted net income per share amounts for the shares outstanding not subject to
redemption is calculated by dividing the net income (loss) by the weighted
average number of shares not subject to possible redemption. The Company has
dilutive securities in the form of 25,800,000 Warrants, including 5,800,000
Insider Warrants which resulted in approximately 6,212,155 and 5,411,731
incremental common shares for the three and nine months ended September 30,
2008, respectively, and resulted in 5,121,027 from September 6, 2007 (date of
inception) to September 30, 2009, using the treasury stock method, based on the
assumed exercise of the Warrants. No incremental shares were included in diluted
loss per common share for the three and nine months ended September 30, 2009
since the Company reported a net loss for the period then ended, and their
inclusion would be anti-dilutive. The incremental shares are added to the basic
weighted average number of common shares outstanding (not subject to possible
redemption), used in the calculation of diluted net income per
share.




Fair Value of Financial Instruments
—The carrying amounts of the Company’s assets and liabilities that
qualify as financial instruments under FASB ASC 820, “Fair Value Measurements
and Disclosures” (formerly FAS 157, Fair Value Measurements), approximate their
fair value presented in the accompanying condensed balance sheets, due to their
short-term maturities.




Use of Estimates — The
preparation of the financial statements in accordance with accounting principles
generally accepted in the United States of America requires the Company’s
management to make estimates and assumptions that affect certain 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
revenue and expenses during the reporting period. Actual results could differ
from those estimates.




Income Taxes — The Company
accounts for income taxes in accordance with FASB ASC 740, Income Taxes. FASB ASC 740
prescribes the use of the liability method whereby deferred tax asset and
liability account balances are determined based on differences between the
financial reporting and tax bases of assets and liabilities and are measured
using the enacted tax rates and laws that will be in effect when the differences
are expected to reverse. The Company provides a valuation allowance, if
necessary, to reduce deferred tax assets to their estimated realizable
value.




FASB ASC
740-10 clarifies the accounting for income taxes, by prescribing a minimum
recognition threshold a tax position is required to meet before being recognized
in the financial statements. It also provides guidance on derecognition,
measurement and classification of amounts relating to uncertain tax positions,
accounting for and disclosure of interest and penalties, accounting in interim
periods, disclosures and transition relating to the adoption of the new
accounting standard.




Common Stock
Subject to Possible Redemption




Securities
that are convertible into cash or other assets are classified outside of
permanent equity if they are convertible at the option of the holder. In
addition, if the redemption causes a liquidation event, the convertible
securities should not be classified outside of permanent equity. As discussed in
Note 1, a Business Combination will only be consummated if a majority of the
shares of Common Stock voted by the Public Stockholders are voted in favor of a
Business Combination and Public Stockholders holding less than 30% (6,000,000)
of common shares sold in the Offering exercise their redemption rights. As
further discussed in Note 1, if a Business Combination is not consummated by
January 23, 2010, the Company will liquidate. Accordingly, 5,999,999 shares of
Common Stock have been classified outside of permanent equity at redemption
value. The Company recognizes changes in the redemption value immediately as
they occur and adjusts the carrying value of the convertible Common Stock to
equal its redemption value at the end of each reporting period.


8




ATLAS
ACQUISITION HOLDINGS CORP.


(a corporation in the development
stage)




NOTES TO CONDENSED INTERIM FINANCIAL
STATEMENTS (CONTINUED)




Note 3 — Summary of Significant
Accounting Policies - (continued)




Recently
Issued Accounting Guidance




In June
2009, the Financial Accounting Standards Board (“FASB”) issued Accounting
Standards Codification (“ASC”) 810, Consolidation,(formerly SFAS
No. 167, Amendments to FASB
Interpretation No. 46(R)) regarding the consolidation of variable
interest entities. ASC 810 is intendedto improve financial
reporting by providing additional guidance to companies involved with variable
interest entities and by requiring additional disclosures about a company’s
involvement in variable interest entities. This standard is effective for
interim and annual periods ending after November 15, 2009, which will not have a
material impact on the Company’s financial statements.




In June
2009, the FASB issued ASC 860, Transfers and Servicing
(formerly SFAS No. 166, Accounting for Transfers of
Financial Assets). ASC 860 requires more information about transfers of
financial assets and where companies have continuing exposure to the risk
related to transferred financial assets. ASC 860 eliminates the concept of a
qualifying special purpose entity, changes the requirements for derecognizing
financial assets and requires additional disclosure. This standard is effective
for interim and annual periods ending after November 15, 2009, which will not
have a material impact on the Company’s financial statements.




In June
2009, the FASB issued ASC 105, Generally Accepted Accounting
Principles (formerly SFAS No. 168, The “FASB Accounting Standards
Codification”TMand the Hierarchy of Generally
Accepted Accounting Principles – a replacement of FASB Statement No.
162). ASC 105 establishes the FASB ASC as the single source of
authoritative nongovernmental U.S. GAAP, except for SEC rules and interpretive
releases, which are sources of authoritative GAAP for SEC registrants. The
standard is effective for interim and annual periods ending after September 15,
2009. The Company adopted the provisions of the standard on September 30, 2009,
which did not have a material impact on its unaudited condensed financial
statements.




In May
2009, the FASB issued ASC 855, Subsequent Events(formerly
SFAS No. 165, Subsequent
Events). ASC 855 establishes general accounting standards and disclosure
of events that occur after the balance sheet date but before financial
statements are issued or are available to be issued. ASC 855 sets forth the
period after the balance sheet date during which management of a reporting
entity should evaluate events or transactions that may occur for potential
recognition or disclosure in the financial statements, the circumstances under
which an entity should recognize events or transactions occurring after the
balance sheet date in its financial statements, and the disclosures that an
entity should make about events or transactions that occurred after the balance
sheet date. ASC 855 is effective for fiscal years and interim periods ended
after June 15, 2009. The Company adopted the provisions of the standard, which
had no effect on the unaudited condensed  financial statements and
subsequent events through the date of this report. The Company evaluated
subsequent events from October 1, 2009 to November 9, 2009, the date the Company
issued its unaudited condensed consolidated financial statements.




The
Company does not believe that any other recently issued, but not yet effective,
accounting standards if currently adopted would have a material effect on the
accompanying condensed interim financial statements.




Note 4 — Deferred Registration
Costs




The
Company complied with the requirements of SEC Staff Accounting Bulletin (SAB)
Topic 5A “Expenses of Offering.”  Deferred registration costs
consisted principally of legal and accounting fees incurred related to the
Offering and were charged to additional paid-in capital upon the completion of
the Offering.


9




ATLAS
ACQUISITION HOLDINGS CORP.


(a
corporation in the development stage)




NOTES
TO CONDENSED INTERIM FINANCIAL STATEMENTS (CONTINUED)




Note 5 — Notes Payable to Initial
Stockholders




The
Company issued an aggregate of $150,000 in unsecured promissory notes to two of
its Initial Stockholders or their affiliates on September 19, 2007 (the
“Notes”). The Notes bore interest at a rate of 5% per annum and were payable in
full within 60 days following the consummation of the Offering. The Notes, along
with accrued interest, were repaid in full on January 31, 2008 in connection
with the consummation of the Offering.




Note 6 —
Fair Value Measurements




Effective
January 1, 2008, the Company implemented FASB ASC 820 “Fair Value Measurements
and Disclosures” (ASC 820) for its financial assets and liabilities that are
re-measured and reported at fair value at each reporting period, and
non-financial assets and liabilities that are re-measured and reported at fair
value at least annually. The adoption of ASC 820 to the Company’s financial
assets and liabilities and non-financial assets and liabilities that are
re-measured and reported at fair value at least annually did not have an impact
on the Company’s financial results.




ASC 820
establishes a valuation hierarchy for disclosure of the inputs to valuation used
to measure fair value. This hierarchy prioritizes the inputs into three broad
levels as follows: Level 1 inputs are quoted prices (unadjusted) in active
markets for identical assets or liabilities; Level 2 inputs are quoted prices
for similar assets and liabilities in active markets or inputs that are
observable for the asset or liability, either directly or indirectly and Level 3
inputs are unobservable inputs for which little or no market data exists,
therefore requiring a company to develop its own assumptions.




The
following table shows, by level within the fair value hierarchy, the Company’s
financial assets and liabilities that are accounted for at fair value on a
recurring basis at September 30, 2009:





Description
                
                September 30,
                    2009
                
                
                Quoted Prices in
                    Active Markets
                    (Level 1)
                
                
                Significant Other
                    Observable Inputs
                    (Level 2)
                
                
                Significant
                    Unobservable Inputs
                    (Level 3)Assets:Cash
      and cash equivalents
                
                $
                44,143
                
                
                $
                44,143
                
                
                $
                -
                
                
                $
                -Investments
      held in Trust Account
                
                
                200,045,752
                
                
                
                200,045,752
                
                
                
                -
                
                
                
                -Total
                
                $
                200,089,895
                
                
                $
                200,089,895
                
                
                $
                -
                
                
                $
                -




The fair
values of the Company’s cash equivalents and investments held in the Trust
Account are determined through market, observable and corroborated
sources.




Note
7 — Commitments




Administrative
Fees




Commencing
on January 23, 2008, the Company agreed to pay an affiliate of one of its
sponsors $10,000 per month for office, administrative, technology, and
secretarial services. The Company recognized $30,000 and $30,000 of such expense
during the three months ended September 30, 2009 and 2008, respectively, $90,000
and $82,903 of such expense during the nine months ended September 30, 2009 and
2008, respectively, and $202,903 for the period from inception (September 6,
2007) to September 30, 2009, which is included in general and administrative
costs on the accompanying condensed statements of operations.


10




ATLAS
ACQUISITION HOLDINGS CORP.


(a
corporation in the development stage)




NOTES
TO CONDENSED INTERIM FINANCIAL STATEMENTS (CONTINUED)




Underwriting
Agreement




In
connection with the Offering, the Company entered into an underwriting agreement
(the “Underwriting Agreement”) with the underwriters of the Offering. The
Company paid an underwriting discount of 2.5225% of the Offering proceeds
($5,045,000) to the underwriters at the closing of the Offering. The Company
will pay the underwriters an additional fee of 4.4775% of the Offering proceeds
($8,955,000) upon the consummation of a Business Combination.




Note
8 — Capital Stock





Preferred
Stock




The
Company is authorized to issue 100,000,000 shares of $.001 par value preferred
stock with such designations, voting and other rights and preferences as may be
determined from time-to-time by the Board of Directors.




Common
Stock




The
Company is authorized to issue an aggregate of 300,000,000 shares of $.001 par
value Common Stock.




Public
Warrants




Each
Public Warrant included in the Units sold in the Offering will be exercisable
for one share of Common Stock. Except as set forth below, the Public Warrants
entitle the holder to purchase shares of Common Stock at $7.00 per share,
subject to adjustment in the event of stock dividends and splits,
reclassifications, combinations and similar events, for a period commencing on
the completion of a Business Combination and ending four years from the date of
the Offering. The Company has the ability to redeem the Public Warrants, in
whole or in part, at a price of $.01 per Public Warrant, at any time after the
Public Warrants become exercisable, upon a minimum of 30 days prior written
notice of redemption, and if, and only if, the last sale price of the Company’s
Common Stock equals or exceeds $14.25 per share, for any 20 trading days within
a 30-trading-day period ending three business days before the Company sent the
notice of redemption. If the Company dissolves before the consummation of a
Business Combination, there will be no distribution from the Trust Account with
respect to such Public Warrants, which will expire worthless. In addition, under
no circumstances will the Company be required to net cash settle the exercise of
the Public Warrants.




Insider
Warrants




The
Insider Warrants, sold concurrently with the Offering in the Private Placement,
are substantially identical to the Public Warrants and may not be sold or
transferred, except in limited circumstances, until after the consummation of a
Business Combination. If the Company dissolves before the consummation of a
Business Combination, there will be no distribution from the Trust Account with
respect to such Insider Warrants, which will expire worthless.




As the
proceeds from the exercise of the Public Warrants and Insider Warrants will not
be received until after the completion of a Business Combination, the expected
proceeds from exercise will not have any effect on the Company’s financial
condition or results of operations prior to a Business Combination.




The sale
of the Insider Warrants did not result in any stock-based compensation expense
as the Insider Warrants were sold at or above fair value.




11




ATLAS
ACQUISITION HOLDINGS CORP.


(a
corporation in the development stage)




NOTES
TO CONDENSED INTERIM FINANCIAL STATEMENTS (CONTINUED)




Note 8—Capital Stock- (continued)




Registration
Rights — Warrants




In
accordance with the Warrant Agreement related to the Public Warrants and the
registration rights agreement associated with the Insider Warrants, the Company
is only required to use its reasonable best efforts to register the Warrants and
the shares of Common Stock issuable upon exercise of the Warrants and once
effective to use its reasonable best efforts to maintain the effectiveness of
such registration statement. The Company is not obligated to deliver securities,
and there are no contractual penalties for failure to deliver securities, if a
registration statement is not effective at the time of exercise. However, with
regards to the Insider Warrants, the Company may satisfy its obligation by
delivering unregistered shares of Common Stock. In the event that a registration
statement is not effective at the time of exercise, the holder of the Public
Warrants shall not be entitled to exercise. Consequently, the Warrants may
expire unexercised and unredeemed. The holders of Warrants do not have the
rights or privileges of holders of the Company’s Common Stock or any voting
rights until such holders exercise their respective Warrants and receive shares
of the Company’s Common Stock.


12


ITEM
      2.
            MANAGEMENT’S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS.




Forward-Looking
Statements and Factors That May Affect Results




You
should read the following discussion and analysis in conjunction with our
financial statements and related notes contained elsewhere in this
report.  This discussion contains forward-looking statements that
involve risks, uncertainties, and assumptions.  Our actual results may
differ materially from those anticipated in these forward-looking statements as
a result of a variety of factors, which include, but are not limited to, those
set forth under Item 1A “Risk Factors” in our Annual Report on Form 10-K for the
fiscal year ended December 31, 2008.




Overview




We were
formed on September 6, 2007 to effect a merger, stock exchange, asset
acquisition, reorganization or similar business combination with an operating
business or businesses. We consummated our initial public offering on January
30, 2008. We received net proceeds of approximately $194.3 million from our
initial public offering. Net proceeds of $194.2 million were deposited into a
trust account at Bank of America, maintained by American Stock Transfer &
Trust Company, as trustee, which included $8,955,000 of deferred underwriting
fees, and will be part of the funds distributed to our public stockholders in
the event we are unable to complete a business combination. In addition, we
deposited into the trust account gross proceeds of $5.8 million received from
the sale of insider warrants, which sale was consummated concurrently with the
closing of our initial public offering. Unless and until a business combination
is consummated, the proceeds held in the trust account will not be available to
us. The approximately $100,000 of remaining proceeds have been used for
business, legal, and accounting due diligence on prospective transactions and
continuing general and administrative expenses.




As of
September 30, 2009, we had no contractual obligations other than standard
non-disclosure agreements in connection with our due diligence of business
combination targets.




We are
currently in the process of evaluating and identifying targets for a business
combination. We intend to use cash from the proceeds of our initial public
offering, our capital stock, debt or a combination of cash, stock and debt. The
issuance of additional shares of our stock in a business
combination:




·
            may
      significantly reduce the equity interest of our
    stockholders;




·
            may
      cause a change in control if a substantial number of shares of our stock
      are issued, which may affect, among other things, our ability to use our
      net operating loss carry-forwards, if any, and may also result in the
      resignation or removal of Mr. James N. Hauslein, our Chairman of the Board
      and Chief Executive Officer, or one or more of our other present
      directors; and




·
            may
      adversely affect prevailing market prices for our common
      stock.




Similarly,
debt securities issued by us in a business combination may result
in:




·
            default
      and foreclosure on our assets if our operating revenues after a business
      combination were insufficient to pay our debt
  obligations;




·
            acceleration
      of our obligations to repay the indebtedness even if we have made all
      principal and interest payments when due if the debt security contained
      covenants requiring the maintenance of certain financial ratios or
      reserves and any such covenant was breached without a waiver or
      renegotiation of that covenant;




·
            our
      immediate payment of all principal and accrued interest, if any, if the
      debt security was payable on demand;
and




·
            our
      inability to obtain additional financing, if necessary, if the debt
      security contained covenants restricting our ability to obtain additional
      financing while such debt security was
  outstanding.


13




Results of
Operations




All of
our activities since inception have been to prepare for and consummate our
initial public offering and to identify and investigate targets for a business
combination. We will not generate any operating revenues until the consummation
of a business combination. We have generated non-operating income in the form of
interest income.




Net loss
for the three months ended September 30, 2009 was approximately $158,000, which
consisted of $177,000 of interest income and $82,000 benefit for income taxes
offset by $417,000 of general and administrative costs.




Net
income for the three months ended September 30, 2008 was approximately $372,000,
which consisted of $742,000 of interest income offset by $178,000 of general and
administrative costs and $192,000 provision for income taxes.





Net loss
for the nine months ended September 30, 2009 was approximately $506,000, which
consisted of $303,000 of interest income and $263,000 benefit for income taxes
offset by $1,072,000 of general and administrative costs.





Net
income for the nine months ended September 30, 2008 was approximately
$1,036,000, which consisted of $2,154,000 of interest income offset by $591,000
of general and administrative costs, $526,000 provision for income taxes, and
$1,000 of interest expense.




Net
income for the period from September 6, 2007 (date of inception) to September
30, 2009 was approximately $567,000, which consisted of $2,773,000 of interest
income offset by approximately $1,913,000 of general and administrative costs,
$290,000 provision for income taxes, and $3,000 of interest
expense.




Off-Balance Sheet
Arrangements




We have
never entered into any off-balance sheet financing arrangements and have never
established any special purpose entities. We have not guaranteed any debt or
commitments of other entities or entered into any options on non-financial
assets.




Contractual
Obligations




We do not
have any long term-debt, capital lease obligations, operating lease obligations,
purchase obligations, or other long term liabilities.




Liquidity and Capital
Resources




The net
proceeds from our initial public offering, after deducting offering expenses of
approximately $650,000 and underwriting discounts of $14.0 million, was
approximately $185.4 million. However, the underwriters agreed that
approximately $0.45 per unit of the underwriting discounts and commissions will
be deferred and will not be payable unless and until we consummate a business
combination. Net proceeds of $194.2 million, plus $5.8 million we received from
the sale of the insider warrants, were deposited into the trust
account.




We intend
to use substantially all of the net proceeds of our initial public offering,
including the funds held in the trust account (excluding deferred underwriting
discounts and commissions), to acquire a target business and to pay our expenses
relating thereto. To the extent that our capital stock is used in whole or in
part as consideration to effect a business combination, the remaining proceeds
held in the trust account as well as any other net proceeds not expended will be
used as working capital to finance the operations of the target business. Such
working capital funds could be used in a variety of ways including continuing or
expanding the target business’ operations, for strategic acquisitions, and for
marketing, research, and development of existing or new products. Such funds
could also be used to repay any operating expenses or finders’ fees that we
incur prior to the completion of our business combination if the funds available
to us outside of the trust account are insufficient to cover such
expenses.




We
believe that approximately $100,000 of net proceeds from our initial public
offering not deposited in the trust account, plus (i) interest earned on the
funds in the trust account up to $3.5 million that may be released to us, as
well as (ii) interest earned on the funds in the trust account for any amounts
necessary for our tax obligations, will be sufficient to allow us to operate at
least until January 23, 2010, assuming that a business combination is not
consummated during that time. Over this time period, we will be using these
funds for identifying and evaluating prospective acquisition candidates,
performing business due diligence on prospective target businesses, traveling to
and from the offices, plants, or similar locations of prospective target
businesses or their representatives or owners, reviewing corporate documents and
material agreements of prospective target businesses, selecting the target
business to acquire, and structuring, negotiating, and consummating the business
combination. We anticipate that we will incur approximately:




14




·
            $1,750,000
      of expenses for the search for target businesses and for the legal,
      accounting, and other third-party expenses attendant to the due diligence
      investigations, structuring, and negotiating of a business
      combination;




·
            $750,000
      of expenses for the due diligence and investigation of a target business
      by our officers, directors, and special
  advisors;




·
            $200,000
      of expenses in legal and accounting fees relating to our SEC reporting
      obligations;




·
            $240,000
      for the administrative fee payable to Hauslein & Company ($10,000 per
      month for 24 months following our initial public offering);
      and




·
            $660,000
      for general working capital that will be used for miscellaneous expenses
      and reserves, including approximately $200,000 for director and officer
      liability insurance premiums.




We do not
believe we will need to raise additional funds beyond those raised from our
initial public offering in order to meet the expenditures required for operating
our business. However, we may need to raise additional funds through a private
offering of debt or equity securities if such funds are required to consummate a
business combination that is presented to us, although we have not entered into
any such arrangement and have no current intention of doing so.




Since the
consummation of our initial public offering through September 30, 2009, we have
generated $2,752,141 of interest income on the net proceeds of our initial
public offering held in the trust account, of which $1,837,389 has been
withdrawn for working capital purposes and $45,752 has been credited to the
balance of the trust account and not withdrawn.  We have also
withdrawn $869,000 from the trust account for the payment of income
taxes.  At September 30, 2009, we had the right to withdraw from the
trust account an additional $1,662,611 to fund our working capital
needs.  Although we have the authority to withdraw such additional
funds from the trust account in the future for working capital purposes before
reaching the $3.5 million that may be released to us, we do not expect that our
earnings on the trust account will be sufficient to enable us to withdraw this
amount based on current average yield rates on qualified
securities.




ITEM
      3.
            QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK.




Market
risk is a broad term for the risk of economic loss due to adverse changes in the
fair value of a financial instrument. These changes may be the result of various
factors, including interest rates, foreign exchange rates, commodity prices
and/or equity prices. $194.2 million of the net offering proceeds (which
includes $8,955,000 of the proceeds attributable to the underwriters’ discount),
plus $5.8 million we received from the sale of insider warrants simultaneously
with the consummation of our initial public offering, has been placed into a
trust account at Bank of America, maintained by American Stock Transfer &
Trust Company, as trustee. As of September 30, 2009, the balance of the trust
account was $200 million. The proceeds held in trust will only be invested in
U.S. “government securities” within the meaning of Section 2(a)(16) of the
Investment Company Act of 1940 having a maturity of 180 days or less or in money
market funds meeting certain conditions under Rule 2a-7 promulgated under the
Investment Company Act of 1940. Thus, we are subject to market risk primarily
through the effect of changes in interest rates on government securities. The
effect of other changes, such as foreign exchange rates, commodity prices and/or
equity prices, does not pose significant market risk to us.




At
September 30, 2009, the proceeds held in trust were invested in three money
market funds, which
include, among other things, short-term debt securities issued or guaranteed by
the U.S. government and domestic or foreign financial institutions, commercial
paper and other short-term corporate obligations, repurchase agreements, and
asset-backed securities.  We may in the future invest the proceeds
held in trust in different money market funds meeting certain conditions under
Rule 2a-7 promulgated under the Investment Company Act of 1940 or U.S.
“government securities” within the meaning of Section 2(a)(16) of the Investment
Company Act of 1940 having a maturity of 180 days or less.




The U.S.
and world financial markets have been experiencing extreme and unprecedented
volatility. In light of these difficult conditions and the on-going developments
in the regulatory environment surrounding the financial markets, there can be no
certainty as to the effect these events will have on U.S. Treasury bills, notes,
and other short-term obligations.




15




During
the quarter ended September 30, 2009, the trust account earned interest in the
amount of $175,943, and the effective annualized interest rate payable on the
trust account was approximately 0.35% (based on the average yield earned during
the last reported quarterly period). Assuming no other changes to our holdings
as of September 30, 2009, a 0.10% decrease in the yield on the trust account
would result in a decrease of approximately $50,000 in the interest earned on
the trust account during the following fiscal quarter.




ITEM
      4T.
            CONTROLS
      AND PROCEDURES.




(a)
            Evaluation
      of Disclosure Controls and
Procedures




We
evaluated the effectiveness of our disclosure controls and procedures, as
defined in the Securities Exchange Act of 1934, as amended, as of the end of the
period covered by this Quarterly Report on Form 10-Q.  James N.
Hauslein, our Chief Executive Officer and Treasurer (who is our Principal
Financial Officer), participated in this evaluation.  Based upon that
evaluation, Mr. Hauslein concluded that our disclosure controls and procedures
were effective as of the end of the period covered by this report.




(b)
            Changes
      in Internal Control over Financial
Reporting




During
our quarterly period ended September 30, 2009, there was no change in our
internal control over financial reporting that has materially affected, or is
reasonably likely to materially affect, our internal control over financial
reporting.


16


PART
II


OTHER
INFORMATION





ITEM
      2.
            UNREGISTERED
      SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS.




Use
of Proceeds from our Initial Public Offering




On
January 30, 2008, we consummated our initial public offering of 20,000,000
units.  Each unit was sold at an offering price of $10.00 per unit and
consists of one share of our common stock, $0.001 par value per share, and one
warrant to purchase one share of our common stock at an exercise price of $7.00
per share.  The units sold in our initial public offering were
registered under the Securities Act of 1933, as amended, on a Registration
Statement on Form S-1 (No. 333-146368), which was declared effective by the SEC
on January 23, 2008.  Lazard Capital Markets LLC and Morgan Stanley
& Co. Incorporated acted as joint book runners for our initial public
offering.




We
received net proceeds of approximately $194.3 million from our initial public
offering.  Net proceeds of $194.2 million were deposited into a trust
account, which included $8,955,000 of deferred underwriting fees, and will be
part of the funds distributed to our public stockholders in the event we are
unable to complete a business combination.  In addition, we deposited
into the trust account gross proceeds of $5.8 million received from the sale of
insider warrants, which sale was consummated concurrently with the closing of
our initial public offering.  Unless and until a business combination
is consummated, the proceeds held in the trust account will not be available to
us.  The approximately $100,000 of remaining proceeds not deposited
into the trust account, together with certain interest income from the trust
account, has been used to provide for business, legal, and accounting due
diligence on prospective transactions and continuing general and administrative
expenses.




Excluding
$8,955,000 of the deferred underwriters fee held in trust and payable upon the
consummation of a business combination, we intend to use substantially all of
the net proceeds of the initial public offering deposited in the trust account
to acquire a target business, including identifying and evaluating prospective
acquisition candidates, selecting the target business, and structuring,
negotiating and consummating the business combination.  To the extent
that our capital stock is used in whole or in part as consideration to effect a
business combination, the proceeds held in the trust fund as well as any other
net proceeds not expended will be used to finance the operations of the target
business.




ITEM
      6.
            EXHIBITS.




ExhibitNumber
                  
                  Description31
                  
                  Certification
      of Chief Executive Officer and Principal Financial
  Officer32
                  
                  Certification
      of Chief Executive Officer and Principal Financial
  Officer


17


SIGNATURES




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




ATLAS
      ACQUISITION HOLDINGS CORP.Date:
                November
      9, 2009
                By:
                /s/ James N. HausleinName:
                James
      N. HausleinTitle:
                Chairman
      of the Board, Chief Executive Officer, and
  Treasurer


18