##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended September 30, 2008
 OR
 o
    
    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.
  Delaware
    
    26-0852483(State or Other Jurisdiction of Incorporation
    
    (I.R.S. Employer Identification No.)or Organization)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)
 þ o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer þ
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 þ Yes o No




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##### 



ATLAS ACQUISITION HOLDINGS CORP.
QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED SEPTEMBER 30, 2008
 TABLE OF CONTENTS
 PART I
FINANCIAL 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 II
OTHER INFORMATIONITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
    
    
    17ITEM 6. EXHIBITS
    
    
    17SIGNATURES
    
    
    18Exhibit 31Exhibit 32




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##### Table of Contents



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.




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##### Table of Contents



PART I  FINANCIAL INFORMATION
 
 ITEM 1. FINANCIAL STATEMENTS.
 ATLAS ACQUISITION HOLDINGS CORP.
(a corporation in the development stage)
 
 CONDENSED BALANCE SHEETS
 September 30, 2008
    
    
    December 31, 2007(Unaudited)ASSETSCURRENT ASSETS:Cash and cash equivalents
    
    $
    814,351
    
    
    $
    65,567Prepaid expenses
    
    
    44,700
    
    
    
    Deferred registration costs
    
    
    
    
    
    
    242,199Total current assets
    
    
    859,051
    
    
    
    307,766Investments held in Trust Account
    
    
    200,219,661
    
    
    
    Deferred tax asset
    
    
    168,000
    
    
    
    TOTAL ASSETS
    
    $
    201,246,712
    
    
    $
    307,766LIABILITIES AND STOCKHOLDERS EQUITYCURRENT LIABILITIES:Accrued registration costs
    
    $
    
    
    
    $
    144,766Accrued expenses
    
    
    97,095
    
    
    
    Notes payable to initial stockholders including
related accrued interest
    
    
    
    
    
    
    152,137Total current liabilities
    
    
    97,095
    
    
    
    296,903LONG-TERM LIABILITIES:Deferred underwriting fee
    
    
    8,955,000
    
    
    
    Common stock subject to possible redemption
(5,999,999 shares at redemption value)
    
    
    59,999,990
    
    
    
    COMMITMENTSSTOCKHOLDERS 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, 2008
and 5,750,000 shares issued and outstanding at December 31, 2007
    
    
    25,000
    
    
    
    5,750Additional paid-in capital
    
    
    131,145,978
    
    
    
    17,250Retained earnings (deficit accumulated during the
development stage)
    
    
    1,023,649
    
    
    
    (12,137
    )TOTAL STOCKHOLDERS EQUITY
    
    
    132,194,627
    
    
    
    10,863TOTAL LIABILITIES AND STOCKHOLDERS EQUITY
    
    $
    201,246,712
    
    
    $
    307,766
 The accompanying notes are an integral part of these condensed interim financial statements.
  1




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ATLAS ACQUISITION HOLDINGS CORP.
(a corporation in the development stage)
 
 CONDENSED STATEMENTS OF OPERATIONS
 For the period
    
    
    For the periodFor the three months
    
    
    For the nine months
    
    
    September 6, 2007
    
    
    September 6, 2007ended
    
    
    ended
    
    
    (date of inception) to
    
    
    (date of inception) toSeptember 30, 2008
    
    
    September 30, 2008
    
    
    September 30, 2007
    
    
    September 30, 2008(Unaudited)
    
    
    (Unaudited)
    
    
    
    
    
    (Unaudited)Operating expensesGeneral and administrative costs
    
    $
    177,795
    
    
    $
    591,349
    
    
    $
    2,500
    
    
    $
    601,349Loss from operations
    
    
    (177,795
    )
    
    
    (591,349
    )
    
    
    (2,500
    )
    
    
    (601,349
    )Other income (expense)Interest income
    
    
    741,753
    
    
    
    2,153,790
    
    
    
    
    
    
    
    2,153,790Interest expense
    
    
    
    
    
    
    (655
    )
    
    
    (229
    )
    
    
    (2,792
    )Income (loss) before provision for
income taxes
    
    
    563,958
    
    
    
    1,561,786
    
    
    
    (2,729
    )
    
    
    1,549,649Provision for income taxes
    
    
    192,000
    
    
    
    526,000
    
    
    
    
    
    
    
    526,000Net income (loss) for the period
    
    $
    371,958
    
    
    $
    1,035,786
    
    
    $
    (2,729
    )
    
    $
    1,023,649Weighted average number of common
shares outstanding not subject to
possible redemption:Basic
    
    
    19,000,001
    
    
    
    17,720,804
    
    
    
    5,750,000
    
    
    
    14,138,747Diluted
    
    
    25,212,156
    
    
    
    23,132,535
    
    
    
    5,750,000
    
    
    
    17,931,112Net income per common share not
subject to possible redemption:Basic
    
    $
    0.02
    
    
    $
    0.06
    
    
    $
    
    
    
    $
    0.07Diluted
    
    $
    0.01
    
    
    $
    0.04
    
    
    $
    
    
    
    $
    0.06Maximum number of common shares
subject to possible redemption:Weighted average number of shares
    
    
    5,934,782
    
    
    
    5,364,963
    
    
    
    
    
    
    
    3,759,590Net income per common share subject to
possible redemption:Basic and diluted
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
 The accompanying notes are an integral part of these condensed interim financial statements.
  2




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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, 2008
 Retained Earnings(deficit accumulated
    
    
    TotalCommon Stock
    

    Additional
    
    
    during the development
    
    
    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
underwriters 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 period
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,035,786
    
    
    
    1,035,786Balances, September 30, 2008 (unaudited)
    
    
    25,000,000
    
    
    $
    25,000
    
    
    $
    131,145,978
    
    
    $
    1,023,649
    
    
    $
    132,194,627
 The accompanying notes are an integral part of these condensed interim financial statements.
  3




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ATLAS ACQUISITION HOLDINGS CORP.
(a corporation in the development stage)
 
 CONDENSED STATEMENTS OF CASH FLOWS
 For the period
    
    
    For the periodFor the nine months
    
    
    September 6, 2007
    
    
    September 6, 2007Ended
    
    
    (date of inception) to
    
    
    (date of inception) toSeptember 30, 2008
    
    
    September 30, 2007
    
    
    September 30, 2008(Unaudited)
    
    
    (Unaudited)
    
    
    (Unaudited)Cash flows from operating activities:Net income (loss) for the period
    
    $
    1,035,786
    
    
    $
    (2,729
    )
    
    $
    1,023,649Adjustments to reconcile net income (loss) for the period to net
cash provided by operating activities:Deferred tax benefit
    
    
    (168,000
    )
    
    
    
    
    
    
    (168,000
    )Changes in operating assets and liabilities:Prepaid expenses
    
    
    (44,700
    )
    
    
    
    
    
    
    (44,700
    )Accrued expenses
    
    
    97,095
    
    
    
    60,000
    
    
    
    97,095Accrued interest on notes payable to initial stockholders
    
    
    (2,137
    )
    
    
    229
    
    
    
    Net cash provided by operating activities
    
    
    918,044
    
    
    
    57,500
    
    
    
    908,044Cash used in investing activities:Change in Trust Account
    
    
    (200,219,661
    )
    
    
    
    
    
    
    (200,219,661
    )Cash flows from financing activities:Proceeds from issuance of common stock to initial stockholders
    
    
    
    
    
    
    23,000
    
    
    
    23,000Proceeds from notes payable to initial stockholders
    
    
    
    
    
    
    150,000
    
    
    
    150,000Payments on notes payable to initial stockholders
    
    
    (150,000
    )
    
    
    
    
    
    
    (150,000
    )Proceeds from issuance of warrants in private placement
    
    
    5,800,000
    
    
    
    
    
    
    
    5,800,000Gross proceeds from public offering
    
    
    200,000,000
    
    
    
    
    
    
    
    200,000,000Payment of registration costs
    
    
    (5,599,599
    )
    
    
    (98,061
    )
    
    
    (5,697,032
    )Net cash provided by financing activities
    
    
    200,050,401
    
    
    
    74,939
    
    
    
    200,125,968Net increase in cash and cash equivalents
    
    
    748,784
    
    
    
    132,439
    
    
    
    814,351Cash and cash equivalents:Beginning of period
    
    
    65,567
    
    
    
    
    
    
    
    End of period
    
    $
    814,351
    
    
    $
    132,439
    
    
    $
    814,351Supplemental schedule of non-cash financing activitiesAccrual 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
    
    
    $
    
    
    
    $
    59,999,990Reclassification from common stock to additional paid-in
capital for the forfeiture of founders shares
    
    $
    750
    
    
    $
    
    
    
    $
    750
 The accompanying notes are an integral part of these condensed interim financial statements.
  4




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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
 st
      5




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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)
    Note 2  Initial Public Offering
     6




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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  Form 10-K
 Development Stage 
 Cash and Cash Equivalents 
 Investments Held in Trust Account 
 Concentration of Credit Risk 
 Earnings Per Share 
  7




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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)
  Fair Value of Financial Instruments 
 Use of Estimates 
 Income Taxes 
  Common Stock Subject to Possible Redemption
   8




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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 Pronouncements
 SFAS 141R
    Note 4  Deferred Registration Costs
  Note 5  Notes Payable to Initial Stockholders
   9




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ATLAS ACQUISITION HOLDINGS CORP.
(a corporation in the development stage)
NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS (CONTINUED)
 Note 6  Fair Value Measurements
    Quoted Prices in
    
    
    Significant Other
    
    
    SignificantSeptember 30,
    
    
    Active Markets
    
    
    Observable Input
    
    
    Unobservable InputsDescription
    
    2008
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)(Unaudited)Assets:Cash and cash equivalents
    
    $
    814,351
    
    
    $
    814,351
    
    
    $
    
    
    
    $
    Cash and cash
equivalents held in
Trust
    
    
    200,219,661
    
    
    
    200,219,661
    
    
    
    
    
    
    
    Total
    
    $
    201,034,012
    
    
    $
    201,034,012
    
    
    $
    
    
    
    $
    
   Note 7  Commitments
 Administrative Fees
   10




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ATLAS ACQUISITION HOLDINGS CORP.
(a corporation in the development stage)
 NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS (CONTINUED)
 Note 7  Commitments- (continued)
 Underwriting Agreement
  Note 8  Capital Stock
 Preferred Stock
  Common Stock
  Public Warrants
  Insider Warrants
     11




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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
   12




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ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
 Forward-Looking Statements and Factors That May Affect Results
  Overview
    
    
    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.
  
    
    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




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Results of Operations
      Off-Balance Sheet Arrangements
  Contractual Obligations
  Liquidity and Capital Resources
    14




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
    
    $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.
  
 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
      15




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ITEM 4T. CONTROLS AND PROCEDURES.
 (a) Evaluation of Disclosure Controls and Procedures
  (b) Changes in Internal Control over Financial Reporting
   16




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PART II
OTHER INFORMATION
 
 ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
 Use of Proceeds from our Initial Public Offering
    
 ITEM 6. EXHIBITS.
 ExhibitNumber
    
    Description31
    
    
    Certification of Chief Executive Officer and Principal Financial Officer32
    
    
    Certification of Chief Executive Officer and Principal Financial Officer
  17




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SIGNATURES
  ATLAS ACQUISITION HOLDINGS CORP.Date:    November 5, 2008
    By:
    /s/ James N. HausleinName:
    James N. HausleinTitle:
    Chairman of the Board,
Chief Executive Officer, and Treasurer  18




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##### Table of Contents



EXHIBIT INDEX
 ExhibitNumber
    
    Description31
    
    
    Certification of Chief Executive Officer and Principal Financial Officer32
    
    
    Certification of Chief Executive Officer and Principal Financial Officer
  19