##### 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 March 31, 2009
 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 or
    
    (I.R.S. Employer Identification No.)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
 o o
  Large accelerated filer
o

    
    Accelerated filer
o
    
    Non-accelerated filer  
þ
(Do not check if a smaller reporting company)
    
    Smaller reporting company o
 þ Yes o No




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##### 



ATLAS ACQUISITION HOLDINGS CORP.
QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED MARCH 31, 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
    
    
    12ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
    
    
    14ITEM 4T. CONTROLS AND PROCEDURES
    
    
    15PART IIOTHER INFORMATIONITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
    
    
    16ITEM 6. EXHIBITS
    
    
    16SIGNATURES
    
    
    17Exhibit 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
 March 31, 2009
    
    
    December 31, 2008(Unaudited)ASSETSCURRENT ASSETS:Cash and cash equivalents
    
    $
    700,656
    
    
    $
    1,070,021Prepaid expenses
    
    
    91,402
    
    
    
    6,696Total current assets
    
    
    792,058
    
    
    
    1,076,717Investments held in Trust
    
    
    200,002,723
    
    
    
    200,069,415Deferred tax asset
    
    
    315,617
    
    
    
    235,000TOTAL ASSETS
    
    $
    201,110,398
    
    
    $
    201,381,132LIABILITIES AND STOCKHOLDERS EQUITYCURRENT LIABILITIES:Accrued expenses
    
    $
    76,613
    
    
    $
    181,556Total current liabilities
    
    
    76,613
    
    
    
    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 March 31, 2009
and December 31,
2008
    
    
    25,000
    
    
    
    25,000Additional paid-in capital
    
    
    131,145,978
    
    
    
    131,145,978Retained
earnings accumulated during the development stage
    
    
    907,817
    
    
    
    1,073,608TOTAL STOCKHOLDERS EQUITY
    
    
    132,078,795
    
    
    
    132,244,586TOTAL LIABILITIES AND STOCKHOLDERS EQUITY
    
    $
    201,110,398
    
    
    $
    201,381,132
 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 periodSeptember 6, 2007
    
    
    September 6, 2007For the three
    
    
    For the three
    
    
    (date of inception)
    
    
    (date of inception)months ended
    
    
    months ended
    
    
    to
    
    
    toMarch 31, 2009
    
    
    March 31, 2008
    
    
    March 31, 2008
    
    
    March 31, 2009(Unaudited)
    
    
    (Unaudited)
    
    
    (Unaudited)
    
    
    (Unaudited)Operating expensesGeneral and administrative costs
    
    $
    281,989
    
    
    $
    199,542
    
    
    $
    209,542
    
    
    $
    1,122,642Loss from operations
    
    
    (281,989
    )
    
    
    (199,542
    )
    
    
    (209,542
    )
    
    
    (1,122,642
    )Other income (expense)Interest income
    
    
    28,581
    
    
    
    734,090
    
    
    
    734,090
    
    
    
    2,498,634Interest expense
    
    
    
    
    
    
    (655
    )
    
    
    (2,792
    )
    
    
    (2,792
    )Income (loss) before provision for
income taxes
    
    
    (253,408
    )
    
    
    533,893
    
    
    
    521,756
    
    
    
    1,373,200Provision for (benefit from) income
taxes
    
    
    (87,617
    )
    
    
    177,000
    
    
    
    177,000
    
    
    
    465,383Net income (loss) for the period
    
    $
    (165,791
    )
    
    $
    356,893
    
    
    $
    344,756
    
    
    $
    907,817Weighted average number of common
shares outstanding (not subject to
possible redemption):Basic
    
    
    19,000,001
    
    
    
    15,148,352
    
    
    
    9,861,779
    
    
    
    15,682.811Diluted
    
    
    19,000,001
    
    
    
    19,117,502
    
    
    
    11,598,282
    
    
    
    20,131,079Net income (loss) per common share not
subject to possible redemption:Basic
    
    $
    (0.01
    )
    
    $
    0.02
    
    
    $
    0.03
    
    
    $
    0.06Diluted
    
    $
    (0.01
    )
    
    $
    0.02
    
    
    $
    0.03
    
    
    $
    0.04Maximum number of common shares
subject to possible redemption:Weighted average number of shares
    
    
    5,999,999
    
    
    
    4,087,911
    
    
    
    1,788.461
    
    
    
    4,471,203Net income (loss) 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 March 31, 2009
 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 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)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (165,791
    )
    
    
    (165,791
    )Balances, March 31, 2009 (unaudited)
    
    
    25,000,000
    
    
    $
    25,000
    
    
    $
    131,145,978
    
    
    $
    907,817
    
    
    $
    132,078,795
 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 periodSeptember 6, 2007For the three
    
    
    For the three
    
    
    (date of inception)months ended
    
    
    months ended
    
    
    toMarch 31, 2009
    
    
    March 31, 2008
    
    
    March 31, 2009(Unaudited)
    
    
    (Unaudited)
    
    
    (Unaudited)Cash flows from operating activities:Net income (loss) for the period
    
    $
    (165,791
    )
    
    $
    356,893
    
    
    $
    907,817Adjustments to reconcile net income (loss) for the period to net
cash provided by (used in) operating activities:Deferred income tax benefit
    
    
    (80,617
    )
    
    
    (72,000
    )
    
    
    (315,617
    )Changes in operating assets and liabilities:Prepaid expenses
    
    
    (84,706
    )
    
    
    (90,402
    )
    
    
    (91,402
    )Accrued expenses
    
    
    (104,943
    )
    
    
    319,577
    
    
    
    76,613Accrued interest on notes payable to initial stockholders
    
    
    
    
    
    
    (2,137
    )
    
    
    Net cash provided by (used in) operating activities
    
    
    (436,057
    )
    
    
    511,931
    
    
    
    577,411Cash flows used from investing activities:Accrued interest earned on Trust Account
    
    
    
    
    
    
    
    
    
    
    (2,723
    )Change in Trust Account
    
    
    66,692
    
    
    
    (200,323,051
    )
    
    
    (200,000,000
    )Net cash used in (provided by) investing activities
    
    
    66,692
    
    
    
    (200,323,051
    )
    
    
    (200,002,723
    )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
    
    
    
    
    
    
    (5,556,275
    )
    
    
    (5,697,032
    )Net cash provided by financing activities
    
    
    
    
    
    
    200,093,725
    
    
    
    200,125,968Net increase (decrease) in cash and cash equivalents
    
    
    (369,365
    )
    
    
    282,605
    
    
    
    700,656Cash and cash equivalents:Beginning of period
    
    
    1,070,021
    
    
    
    65,567
    
    
    
    End of period
    
    $
    700,656
    
    
    $
    348,172
    
    
    $
    700,656Supplemental disclosure of non-cash financing activitiesAccrual of deferred underwriting fees
    
    $
    
    
    
    $
    8,955,000
    
    
    $
    8,955,000Accrued registration costs
    
    $
    
    
    
    $
    144,766
    
    
    $
    Proceeds 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
    
    
    $
    750Registration costs included in accrued expenses
    
    $
    
    
    
    $
    25,292
    
    
    $
    Supplemental disclosure of cash flow informationCash paid for income taxes
    
    $
    
    
    
    $
    
    
    
    $
    804,000
 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
       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 FINANCIAL STATEMENTS (CONTINUED)
 Note 3  Summary of Significant Accounting Policies
 Interim Financial Statements 
 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 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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##### Table of Contents



ATLAS ACQUISITION HOLDINGS CORP.
(a corporation in the development stage)
 NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
 Note 3  Summary of Significant Accounting Policies  (continued)
 Recently Issued Accounting Pronouncements
     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
    
    
    SignificantActive Markets
    
    
    Observable Input
    
    
    Unobservable InputsDescription
    
    March 31, 2009
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)Assets:Cash and cash equivalents
    
    $
    700,656
    
    
    $
    700,656
    
    
    $
    
    
    
    $
    Investments held in Trust
    
    
    200,002,723
    
    
    
    200,002,723
    
    
    
    
    
    
    
    Total
    
    $
    200,703,379
    
    
    $
    200,703,379
    
    
    $
    
    
    
    $
    
  Note 7  Commitments
 Administrative Fees
  Underwriting Agreement
   10




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##### Table of Contents



ATLAS ACQUISITION HOLDINGS CORP.
(a corporation in the development stage)
 NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS (CONTINUED)
 Note 8  Capital Stock
 Preferred Stock
  Common Stock
  Public Warrants
  Insider Warrants
    Registration Rights  Warrants
   11




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##### Table of Contents



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.
  12




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Results of Operations
      Off-Balance Sheet Arrangements
  Contractual Obligations
  Liquidity and Capital Resources
    13




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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.
      14




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ITEM 4T. CONTROLS AND PROCEDURES.
 (a) Evaluation of Disclosure Controls and Procedures
  (b) Changes in Internal Control over Financial Reporting
   15




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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
  16




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##### Table of Contents



SIGNATURES
  ATLAS ACQUISITION HOLDINGS CORP.Date:  May 12, 2009
    By:
    /s/ James N. HausleinName:
    James N. HausleinTitle:
    Chairman of the Board, Chief Executive Officer, and Treasurer  17




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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
  18