UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                 FORM 10-KSB

                                 (Mark one)
[X] ANNUAL REPORT UNDER SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended March 31, 2004

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

For the transition period from ________ to ________

Commission file number: 000-28835

                           Atlantic Security Corp.
    ---------------------------------------------------------------------
               (Name of small business issuer in its charter)

                      Florida                         65-0963962
    ---------------------------------     -------------------------------
    (State or other jurisdiction of      (IRS Employer Identification No.)
      incorporation or organization)

                                 Glyme House
                               St. John's Street,
                           Bicester, Oxfordshire, OX26 6SL
    ---------------------------------------------------------------------
                      (Address of principal executive offices)

                              00 44 1869 242378
    ---------------------------------------------------------------------
                          (Issuer's telephone number)

Securities registered under Section 12(g) of the Exchange Act:

                  Common Stock, par value $0.0001 per share
           --------------------------------------------------------
                               (Title of class)

Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months
(or for such shorter period that the registrant was required to file
such reports),  and (2) has been subject to such filing requirements
for the past 90 days. Yes  [X]   No [  ]

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

The Company's revenues for the year ended March 31, 2004 were $0.

As of March 31, 2004, the aggregate market value of the voting stock
held by non-affiliates of the registrant (based on the price of $0.06
per share at which the common equity was last sold to non-affiliates)
was $758,760.

The number of shares of the registrant's common stock, par value
$0.0001 per share, outstanding as of June 21, 2004 was 23,058,000

Transitional Small Business Disclosure Format (check one): Yes [  ];
No [X]

<PAGE>



PART I.

Item 1.  DESCRIPTION OF THE BUSINESS

GENERAL AND COMPANY HISTORY

	We are a Marketing and Sales company and research (small "r") and
development company (small "d").  By "small r" and "small d" we mean
that our research is to be acquired from others.  Product development
will be done opportunistically with organizations that have
established market objectives that may be served by technology we
acquire.
	Atlantic Security, Inc. (previously named Warrensburg
Enterprises, Inc.) was incorporated in the state of Florida on
December 6, 1999.  We were founded by Ms. Shelley Goldstein as a blank
check company with the contemplated purpose to engage in mergers and
acquisitions.    Ms. Goldstein originally held approximately 90% of
our outstanding common stock.  From inception through May 15, 2003 we
did not engage in any active trade or business.  On May 15, 2003, we
consummated an agreement with Atlantic Security Limited, a United
Kingdom corporation, pursuant to which Atlantic Security Limited paid
$30,000 to Shelly Goldstein, who was then our majority shareholder and
exchanged all of its then issued and outstanding shares of common
stock for 15,922,000 shares of our common stock, representing
approximately 80% of our outstanding common stock.  As of the date of
this prospectus we have not generated any revenues.

	Atlantic Security Limited ("ASL") was formed in September 2002 by
Mr. Terence Sullivan to find commercial opportunities for technology
developed by Professor Gorbunov of Middlesex University.  In February
2003 ASL signed an agreement with Professor Gorbunov giving ASL an
option to acquire the technology.  In late 2002 and early 2003 ASL
also began identifying other technology that it seeks to acquire or
license.
	ASL began attempting to raise funding to commence operations and
ultimately signed an agreement with Citywide Management Services,
which has now agreed to invest $5,500,000 into the company's
operations subsequent to the company being approved for quotation on
the OTC Bulletin Board.  In pursuit of this objective, ASL consummated
the above mentioned share exchange with us on May 15, 2003.
We are not involved with any development cost of any of the
products mentioned in this prospectus.  To date we have only promoted
these products.  Even these efforts have been stopped at this time so
that we may concentrate on fulfilling the conditions required for us
to receive funding pursuant to our written financing agreement with
Citywide Management Services.

PRODUCT DEVELOPMENT

        We intend to create an organization that values and explores new
ideas and looks for product ideas in unconventional settings.  We
intend to refine these ideas and work with outside firms to create
prototypes, masters and the necessary tooling.  As of the date of this
prospectus we have not entered into any definitive discussions,
negotiations, contracts or other arrangements with any third party.

    	We intend to market, sell and develop technologies and products
either from internally generated ideas or, by acquiring or licensing
patented technology from outside inventors. During the evaluation
phase of these product developments, we will evaluate the viability of
the product and whether the product can be developed and manufactured
in acceptable quantities and at an acceptable cost, and whether it can
be sold at a price that satisfies our profitability goals.

        Once we determine that a product may satisfy our criteria, we
will further assess its potential by continuing to research the
product and its probable market.  If the results are positive and we
do not own the product, we will then attempt to acquire the product
outright or obtain rights to the product through a licensing
arrangement. If we develop the product internally, or if we acquire or
license the rights to the product, we will then proceed to develop and
test market the product.

RESEARCH AND DEVELOPMENT

        We gather information by attending seminars, reading relevant
journals, talking to contacts and acquaintances, surfing the internet
and reading government published information. We are keeping cost to a
minimum by not commissioning any specific studies and attending
seminars like InfoSec that are free to industry participants.  We also
are using our board of director's contacts to facilitate information
gathering.

        The company has spent none if its own money on research and
development of any of the technology mentioned in this prospectus, but
has devoted substantial time and effort on inputting marketing
information into the research and development project.  We wish to use
this as a model for all future development where we supply the
expertise in the marketing and selling of any technology that meets
our criteria.

         An example of this strategy is the Bio and Molecular development.
All of the research and development done on the Bio and Molecular
devices has been carried out by Middlesex University and Professor
Gorbunov.   The University and Professor Gorbunov received a grant
from the European Union of 6 million Euros to carry out this work in
1999.

         We have been involved in focusing the developers on the market
needs as we see them and making sure that feed back from organizations
that we have spoken to are reflected in the work carried out.  Over
the last two years we have tried to make sure the development
reflected the changes in the market as we see them. All other research
and development has been conducted by the owners of the products we
wish to sell and market. We have acted as unpaid consultants to these
companies regarding the needs we see in the hope that these will be
incorporated in the different versions of the product. Thus we fill
the gap between academia and the commercial market place.



PRODUCTS WE HOPE TO ACQUIRE OR LICENSE

        Initially we wish to market and sell certain technology being
developed by Professor Gorbunov, which uses molecular and bio methods
to detect substances by "sniffing" vaporized molecules in the air and
on contact.

Background on the technology

        On December 19, 2001 Professor Boris Gorbunov at the Middlesex
University used laboratory equipment to successfully detect a narcotic
substance by sampling the air.   The original equipment used is no way
a product or pre product and was only assembled to demonstrate that
vaporized ionized particles could be detected by sampling the air.
Present at this concept demonstration was Professor Gorbunov, various
university staff and Mr. Keith Hellawell QPM  the UK Anti-Drugs co-
ordinator for the British Government, this was the result of ten
year's research work by Professor Gorbunov.

        Since this time Professor Gorbunov has been working to build a
very early stage unit (which we call alpha stage), which is a stand-
alone unit that can be used to further improve the detection system.
Professor Gorbunov completed this in February 2003 and since then has
been working to make a demonstrable model that can be taken out of the
laboratory and will still function.

        We have an option agreement with Professor Gorbunov to purchase
his technology.  Exercising this option requires that we pay: (a) 2
million pounds sterling, as a payment for Professor Gorbunov's 82%
ownership of the technology and (b) a further (i) 2 million pounds
sterling as a bonus to Professor Gorbunov if he gets Middlesex
University to sell their 18% ownership to us and (ii) 1million pounds
sterling total control payment (this is the payment that will go
Middlesex  University). Under the option agreement we can satisfy the
up to 50% of the transfer price by issuing to Professor Gorbunov such
number of our fully tradable shares of common stock as are equal in
value (determined at the exercise date) to such payment. Professor
Gorbunov would also be entitled to receive bonus payments of up to 4
million pounds sterling upon our achieving sales of his various
products.  Depending on the configuration of the final product, sales
price could range from $5,000 to $500,000 per unit.

        We have had no detailed discussions with Middlesex University
except our initial discussion about the option agreement at which it
was agreed that Professor Gorbunov as the controller of the IPR would
be the contact and that all talks go through him and his lawyers.

        The company also wishes to be in the asset tracking industry,
which we believe is a growth area for the future. Although we have no
written agreements with any company in this area, we have determined
that Comnytell Developments Limited produces devices used in such
industry. Comnytell currently sells their device to other companies
who market it under their own private label brand - as we would wish
to.  It is our belief that the largest of these is T-Mobile, who
currently sells the product as part of their offering.

        We also believe that surveillance is a growth area both in Europe
and the US and that technology which accomplishes "Smart Surveillance"
will be highly desirable. We have identified a manufacturer who we
would like to work with either as an agent or to purchase the
technology.  The company, SA Limited, manufactures and builds
surveillance technology. No negotiations have taken place with this
company.  We have only expressed a desired to come back to them at
some point in the future to see if we could purchase their technology

        The objective over the next 24 months is to work with these types
of technologies helping them turn into products using as yet
unidentified partners.  Some of these technologies are already in the
"production" stage such as the Asset tracking system and others like
the smart camera are pre-production stage.  Assuming that we receive
the funding under our agreement with Citywide and that we identify
suitable partners to produce the products, we still anticipate needing
between 24 and 36 months before any of these technologies would
produce any revenue.

        A technology in the "pre-production" stage is one that has been
developed into a product but has not gone through the production
process of being made in large quantities.

        Simultaneously we will look to acquire or license other
technology that compliment these technologies.  We have not yet found
any that are complimentary with what we are trying to achieve.


What is nanotechnology?

        Nanotechnology is an umbrella term that covers many areas of
research dealing with objects that are measured in nanometres. A
nanometre (nm) is a billionth of a meter, or a millionth of a
millimetre

        The next few paragraphs provide a brief introduction to the core
concepts of molecular nanotechnology.

"Manufactured products are made from atoms. The properties of
those products depend on how those atoms are arranged. If we
rearrange the atoms in coal we can make diamond. If we rearrange
the atoms in sand (and add a few other trace elements) we can
make computer chips. If we rearrange the atoms in dirt, water and
air we can make potatoes". (April 29, 2002, Dr Ralph Merkle, the
Foresight institute)

        Today's manufacturing methods are very crude at the molecular
level. Casting, grinding, milling and even lithography move atoms in
great thundering statistical herds. We believe it is analogous to a
child trying to build something using LEGO blocks with boxing gloves
on their hands. Yes, the child can push the LEGO blocks into great
heaps and pile them up, but he or she can't really snap them together
the way they would like.  Nanotechnology will let us take off the
boxing gloves we will be able to not only move individual atoms around
but identify these atoms with great accuracy.

Nano-bio terrorism detection

*       Nanotechnology that could detect 100% of current bio-
terrorist threats

*       When completed and built we will have a real-time, portable
detector with later version having wireless or Satellite
capability

*       these product would be easily added to existing technology
and will have the capability of being integrated into
existing security networks



Nano- Molecular 'sniffer'

*       Nanotechnology much more sensitive than any 'sniffer dogs'
and second generation will improve on this.
*       Detect entire range of threats including: smuggled weapons;
extensive types of explosives;
*       nuclear & fissionable materials, including detonators;
Drugs; human & animal cargo; etc
*       when completed it should be capable of detecting explosives
under certain conditions up to 100 meters (first generation)

        Eventually both products will be merged into a single product
only differentiated by the software running.

Using this technology to help health care

Background for the need to detect micro-organisms (The so called super bugs)

        The Nanotechnology used to detect Bio and Molecular will be
modified to isolate 	and detect specific biological molecules
under specific controlled conditions. This has never been
commercially done before and there is no guarantee that it will
work. But if 	successful we 	will be able to detect super
bugs.

        It is management's belief that in every hospital in the
world there lie undetected micro-organisms or "bugs" of which
MRSA (Methicillin Resistant Staphylococcus Aureus) is the most
widely known and the most dangerous at this time.

        MRSA attacks without discrimination hitting the young, old
and the weak, it gets into the wounds of patients or infects them
by skin or oral infection. This bug can be brought into the
hospital by visitors, nurses, on clothing, on boxes etc, and it
multiplies and moves from ward to ward and patient to patient.
If undetected before an operation it can kill even the healthiest
individual.

        The British National Health service provides a good example
because it keeps records going back to the 1940s and its
procedures are similar to other health services around the world.

Open Wounds:

        The current management of open wound infections in a
clinical setting comprises a clinical diagnosis of the infection,
the taking of a tissue specimen or wound swab (essentially wiping
a cotton bud across the wound and placing it in a transport
medium), and placing the patient on a broad cover of antibiotic
medications. The swab is then sent to the laboratory and cultured
for 2-5 days before the results can be obtained (5 days is nearer
the detection time of M.R.S.A 'super bug'), the antibiotics may
need to be changed depending on the swab results.

        In the current climate one of the major health problems is
resistant bacteria, M.R.S.A being one, but other more serious
strains are around the corner. M.R.S.A can shutdown wards and
even hospitals and can delay the transfer of patients between
wards and hospitals, as swab screening can take 5 days. This
means patients are kept in isolation or the referring hospital
until the process is completed.

The scale of the problem:

        Chronic wounds are a major drain on resources, and here is
just one example; around 1% of the population will suffer from
leg ulcers that become recurrently infected. According to the
British National Health service, this generates around 1-4
million operations per year with a potential wound infection rate
of 1%, MRSA and other antibiotic resistant bacteria are on the
rise and these figure which already cost tens of millions of
pounds will rise as well as causing an increasing demand on
nurses and beds.

Problems with current systems

*       diagnosis takes too long
*       the swab result often is not available within 48 hours
*       taking of swab is operator dependent
*       swabs are often contaminated rending them useless
*       giving "best given antibiotic" is not accurate
*       over use of antibiotics is the main cause of M.R.S.A

        If we are successful in raising the funds to develop this, then we
believe that there is a large marketplace for such a product.

        At present MRSA and the "super bugs" cost the British
National Health service hundreds of millions of pounds per year
in addition to the suffering and deaths of patients. Our
intention is to try and raise funds and find a partner who
specializes in supplying high tech products to the NHS and is
willing to work with us on developing and implementing such a
product. We have not yet identified a partner although we have
interchanged ideas with a number of medical companies but none
have signed any contracts. To save development time we would
utilize the existing Nanotechnology  that is been designed to
combat terrorist germ warfare in detecting the super bugs.  We
believe that by doing so we could detect the superbugs in minutes
or hours as opposed to the current process which takes days..
This would reduce costs and free up funds for other areas of
medication. No research by Professor Gorbunov on this has been
undertaken except to build a theoretical mathematical model to
test the feasibility of such an undertaking. The company and Dr.
Gorbunov believe that the results were promising.   Some of the
benefits of such a technology would be:

For the Patient:
*       more appropriate treatment
*       less pain and suffering
*       less time off work
*       less time in hospitals

For Hospitals:
*       reduced or better use of staff in microbiology laboratories
*       reduced bed occupancy
*       less medical costs
*       savings in antibiotics
*       less nursing time needed
*       rapid screening
*       managed use of theaters

For Doctors:
*       targeted treatments
*       rapid diagnosis
*       less time searching for results

For Countries:
*       reduced antibiotic usage (most governments are campaigning to
reduce the use)
*       less  antibiotic resistant bacteria
*       reduce the countries medical resources, freeing them up to do
other work

Asset tracking
Intelligent Tracking

        Knowing the location of people and objects like trucks,
tanks, cars, bio and molecular detectors can be very important
and knowing if they move without your authority is also very
important. Being able to track an object so if it moves within
its zone it is tracked and if it goes outside its zone an alarm is
raised via mobile phone, or land phone, to a computer or an handheld
device like a PDA  is very useful in combating crime and managing
objects. Comnytell Ltd. makes this type of product.  If Comnytell is
not willing to license this technology to us we will try to find an
alternative source. There is no guarantee that we could and if we do
not then this will affect the ability of the company to reach any
revenue this would reduce the ability of the company to continue.

        These type of units, from all manufacturers  are based upon
off the shelf technology. They use GSM, GPS and GPRS  as used in
most mobile phones available today (see definition below). Using
this standard off the shelf technology to locate people, objects
the same way they are used by the telephone companies to find a
mobile phone to re-route a call to an individual.


        GSM   Global System for Mobile communications: the second generation
digital technology originally developed for Europe but which now has
in excess of 81 per cent of the world market. Initially developed for
operation in the 900MHz band and subsequently modified for the 850,
1800 and 1900MHz bands

        GPS - Global Positioning System; a location system based on a
constellation of US Department of Defense satellites. Depending on the
number of satellites visible to the user it can provide accuracies
down to tens of meters. Now being incorporated as a key feature in an
increasing number of handsets

        GPRS  - General Packet Radio Service: standardized as part of GSM
Phase 2+, GPRS represents the first implementation of packet switching
within GSM, which is a circuit switched technology. GPRS offers
theoretical data speeds of up to 115kbit/s using multi-slot
techniques. GPRS is an essential precursor for 3G as it introduces the
packet switched core required for Universal Mobile Telecommunications
System.

Why Surveillance Technology

Surveillance Technology

        As the world is increasingly being terrorized, the need to
protect our borders and institutions also increases.  We believe that
this increases the need to for products which can assist in
surveillance.

        Presently most CCTV cameras are the simple analog types because
they are inexpensive and available in large numbers. The draw back of
analog is that the quality is poor and the stop/start transmission
system used by almost all the suppliers doesn't allow the slow motion
needed to view the transfer of objects between people. If these
systems could be viewed as DVD transmission then all the criticism
mentioned would no longer be valid.

        We have been looking for a company that can convert the
transmission streams from Analog into Digital (DVD) in real time
without having to modify the camera.

        At InfoSec London 2002 we met SA Limited, which was demonstrating
such a product. SA Limited informed us that they wish to sell the
product and not license it. To use this technology we will have to go
back to them after we have completed this process and are trading on
OTC and in receipt of the citywide funds and have the technology
independently valued. If we are unsuccessful in acquiring this
technology then we would have to try and find an alternative.


PATENTS AND TRADEMARKS

	Where appropriate, we will seek patent or trademark protection
for the products or technologies we develop or introduce.  However,
there can be no assurance that patents or trademarks will issue from
any of our future applications.  As of the date of this prospectus, we
have not filed for any trademarks or patents and do not own any
trademarks or patents.

SUPPLIERS/PARTNERS

	We intend to bring our products to market by entering into
license agreements or joint development ventures.   We anticipate that
at least some of our future products will be manufactured in the
United States, Europe or Asia.  We are in the process of identifying
potential partners for license agreements or joint development
ventures that we will be able to approach regarding manufacturing our
future products. We would ideally like a company that could both
manufacture and distribute any products we eventually have but as yet
have not had any discussion on this front. We have only approached one
company regarding manufacture of any future products. This company is
based in mainland China. Our discussions were preliminary and no
written or verbal agreements were reached. We will keep looking for
partners and expect to have many preliminary meetings before we find
the right partners

MARKETING

    	We intend to market our products by license agreements or joint
marketing partners.

COMPETITION

        The markets in which we plan to do business will be highly
competitive, and are already served by two well-established and well-
financed companies, Lockheed Martin which already supplies Biological
detection products to the US market and Smiths Industries which
already supplies Biological detection products to the UK and Europe.
These competitors have significantly greater financial and marketing
resources than we have.  This will give them and their products an
advantage in the marketplace.

        We believe that the future principal factors affecting the market
place are product innovation and accuracy.

EMPLOYEES

	As of the date of this prospectus we have three employees.   Of
these employees, two serve in management positions as full time
employees and one serves in administration on a part time basis.
*       COO works from his home in the US.
*       CEO works from premises owned by the CEO in the UK.
*       The admin staff works form the same premises as the CEO in the UK.


CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND/FINANCIAL DISCLOSURE.

	We have had no disagreements with our accountants on accounting
and financial disclosure.

<PAGE>

Item 2.  DESCRIPTION OF PROPERTIES

        Our principal office facility is presently located in space owned
by our President.  We are not presently incurring any rent expenses
associated with this space. Our President has orally agreed to supply
this space until we receive funding sufficient to support rent of
other space.  We anticipate relocating to other office space within 60
days of receipt of funding.  If we require additional time to locate
offices our president will continue to supply this space until such
time arises that we can find office space at the low cost.

        At the premises owned by the president, he has allocated office
space that comprises 200 square feet of space with two computer
systems, two printers, high speed Internet access, two fax machines,
two telephones lines, power, lighting etc.  If need be the President
would supply space for as long as the company needs it, to achieve its
objectives.



Item 3.  LEGAL PROCEEDINGS

	We are not party to any legal proceedings as of the date of this
prospectus.


Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

        None.


PART II.

Item 5.  MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS

      	There is currently no public trading market for our Common
Stock.

      	As of June 21, 2004 there were 98 holders of record of
Common Stock.

      	The Company has never paid a dividend on its common stock.
It is the Company's present policy to retain all earnings to provide
funds for the future growth of the Company.

<PAGE>

Recent Sales Of Unregistered Securities

	The following information is furnished with regard to all
securities sold by us within the past three years that were not
registered under the Securities Act.  The issuances described hereunder
were made in reliance upon the exemptions from registration set forth in
Section 4(2) of the Securities Act or Rule 504 of Regulation D of the
Securities Act.  None of the foregoing transactions involved a
distribution or public offering.

        Other than shares issued to founders or pursuant to the share
exhange agreement with Atlantic Security Limited, all shares were sold
to friends and family of our officers to raise operating capital.
Officers individually contacted friends and family to discuss the
Company's business plans.  Although not all of the purchasers were
considered sophisticated investors, all investors were given access to
corporate books and records as well as the ability to ask questions of
the company's management.    No general solicitation or advertising
was used in approaching the investors. All shares issued have been and
will remain restricted and may not be transferred unless and until the
effectiveness of this registration statement or pursuant to another
applicable exemption.


Date               Name                  # of Shares(1)  Total Price
----------------------------------------------------------------------
May 15, 2003       Terence Sullivan          9,600,000       $*
December 9, 2003   William Elett             1,600,000       $96,000
May 15, 2003       E-N Corp                  1,400,000       $*
May 15, 2003       William Duncan Swartz     1,000,000       $*
September 26, 2003 Oliver Cassell            400,000         $10,000
May 15, 2003       Alan Coe                  400,000         $*
May 15, 2003       Dravrar                   400,000         $*
May 15, 2003       Judy Fishman and
                   Michael Fishman JTTEN     400,000         $*
May 15, 2003       Alan Gibson               400,000         $*
May 15, 2003       James Christopher Holmes  400,000         $*
May 15, 2003       Daniela. Lapuste          400,000         $*
May 15, 2003       Kwan Lam Ng               400,000         $*
May 15, 2003       Howard Smith              400,000         $*
May 15, 2003       Thomas Harrison           340,000         $*
May 15, 2003       Watson Dave International 300,000         $*
May 15, 2003       Thomas Gryzmala           60,000          $*
May 15, 2003       Greg Chan                 12,000          $*
May 15, 2003       Ulfat Kiani               8,000           $*
August 17, 2003    Jacky Barker              4,000           $100
August 17, 2003    Kevin Barker              4,000           $100
August 17, 2003    George Chaliss            4,000           $100
August 17, 2003    Margaret Chan             4,000           $100
August 17, 2003    Dorothy Cornwell          4,000           $100
August 17, 2003    John H. Cornwell Jr.      4,000           $100
August 17, 2003    John H. Cornwell III      4,000           $100
August 17, 2003    Sarah Cornwell            4,000           $100
August 17, 2003    Jon Evans                 4,000           $100
August 17, 2003    Mo Lan Lo                 4,000           $100
August 17, 2003    Ian Macpherson            4,000           $100
August 17, 2003    Sarah Macpherson          4,000           $100
August 17, 2003    Baldeep Namas             4,000           $100
August 17, 2003    Mandeep Namas             4,000           $100
August 17, 2003    Perminder Namas           4,000           $100

<PAGE>



August 17, 2003    Ravi Namas                4,000           $100
August 17, 2003    Chau Lam Ng               4,000           $100
August 17, 2003    Lam Fai Ng                4,000           $100
August 17, 2003    Oi Ling Lee Ng            4,000           $100
August 17, 2003    Sau Chun Ng               4,000           $100
August 17, 2003    Gurpreet Sahota           4,000           $100
August 17, 2003    Rani K. Sahota            4,000           $100
August 17, 2003    Surinder Sahota           4,000           $100
August 17, 2003    Tom Sit                   4,000           $100
August 17, 2003    Hardev Kaur Sodhi         4,000           $100
August 17, 2003    Helen Sodhi               4,000           $100
August 17, 2003    Rajvir Singh Sodhi        4,000           $100
August 17, 2003    Ranjit Sodhi              4,000           $100
August 17, 2003    Mark Sullivan             4,000           $100
August 17, 2003    Hon Wae Wong              4,000           $100
August 17, 2003    Pui Chun wong             4,000           $100
August 17, 2003    Kong Yau                  4,000           $100
August 17, 2003    Teresa Yau                4,000           $100
August 17, 2003    Tung Mei Yau              4,000           $100
May 15, 2003       Janet Ann Sullivan        1,200           $*
May 15, 2003       Sarah Janet Holmes        800             $*


* issued in exchange for shares in Atlantic Security Limited.
ASL shareholders received 400 shares of our common stock for each
share of ASL previously held.

(1) The number of shares referenced above for each shareholder
are subsequent to a 4 for 1 stock split.

Additionally, pursuant to a consulting agreement entered into on
September 29, 2002, the company has the contractual obligation to
issue to Mr. Niall Duggan a total of 1,000,000 shares of its
common stock.  Mr. Duggan consulted the company in the areas of
business development, investor introduction and products.

<PAGE>

Item 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF
OPERATIONS AND FINANCIAL CONDITION

        The following is a discussion of our results of operations and
our liquidity and capital resources.  To the extent that our analysis
contains statements that are not of a historical nature, these
statements are forward-looking statements, which involve risks and
uncertainties.  See "Special Note Regarding Forward-Looking
Statements".  The following should be read in conjunction with our
Consolidated Financial Statements and the related Notes included
elsewhere in this filing.

Results and Plan of Operations
---------------------------------

	For the period from inception through March 31, 2004 no revenue
was generated.  On May 15, 2003, we consummated an agreement with
Atlantic Security Limited, a United Kingdom corporation, pursuant to
which Atlantic Security Limited exchanged all of its then issued and
outstanding shares of common stock for approximately 80% of our common
stock.   As a result of the agreement, the transaction was treated for
accounting purposes as a recapitalization by the accounting acquirer
(Atlantic Security Limited).

	Below we discuss our plan of operations using two separate
assumptions or scenarios.  In the first, we assume that we  will not
raise funding or commence full operations.  In the second, we assume
that we do commence full operations.

Can we  satisfy our cash requirement over the next twelve months?

     	Our existing employees previously agreed to defer receipt of all
salaries until we raised a minimum of $100,000.  Although we have now
raised such amount, members of our management have agreed to continue
deferring receipt of all or a portion of their salaries or converting
such amounts into shares of our common stock.  Our principal executive
and administrative offices are located in space that is owned by our
Chief Executive Officer.

        Our COO has agreed to convert his outstanding salary into
restricted shares of our common stock at market share rate once the
company has been approved for quotation.  Our CEO has agreed to
continue to abstain from receiving a salary for the time being and is
reviewing with the board this status every thirty days. Neither
officer has signed an agreement regarding these issues.  Unless
formally waived in the future, we will owe our employees accrued wages
based on their employment agreements.  The amount due to the employees
at March 31, 2004 is $174,500.

  	As of May 31, 2004 we had $20,090 in cash on deposit in the bank.
We have assumed that if we do not commence our anticipated operations
and that our officers continue to abstain from receiving a salary, we
will need approximately $1,500 per month to remain operational.

        Assuming we do not commence our anticipated operations, our
currently anticipated future cash requirements are for funding the
preparation and filing of quarterly reports with the Securities and
Exchange Commission.  Based on our historical data this is around
$2,300.00 per quarter or for a full twelve month period $9,200.00.
This figure is included in the $1,500.00 per month figure to remain
operational. Our outgoings for a full twelve months would be
$13,200.00 and the company has budgeted for a year the sum of
$18,000.00

        Two shareholders advanced $3,360.00 on demand loans to Atlantic
Security Ltd before the share exchange with us. These loans were for
start up costs associated with setting up the company.  Both
shareholders have expressed a desire not to redeem these within the
next twelve months. However, there are no contracts or agreements with
either of these shareholders. If we had to repay these loans in the
next twelve months it would not reduce our ability to run the company
for twelve months.

Will the company have to raise further funding over the next twelve months?

        If we do not commence our anticipated operations we will not need
to raise any extra funds to survive the next twelve months.

     	Management believes that, though its independent auditors have
expressed substantial doubt about our ability to continue as a going
concern, due to our minimal cash requirements and the cooperation of
our employees in deferring salary and advancing loans to the company
to cover operational expenses, assuming that we do not commence our
anticipated operations or receive the $5,500,000 from Citywide
Management Services we will be able to satisfy our cash requirements
for at least the next twelve months.

        We would not invest any funds in any development project or in
any marketing efforts over the next twelve months under the conditions
mentioned above although we would offer advice.  We have no plant or
equipment, so write off costs, depreciation, etc do not apply.


        We have been able to keep our operating expenses to a minimum by
operating in space owned by our Chief Executive Officer and are only
paying for internet access, homepage maintenance, consumables, mobile
communications and necessary travel. These expenses have been included
in the $1,500.00 monthly budget

Are we expecting significant changes in the number of employees over
the next twelve months?

        Under the conditions mentioned above there would be no changes in
employees over the next twelve months.

Plan of Operations
------------------

        Please be aware that our independent auditor has expressed
substantial doubt about our ability to continue as a going concern and
believes that our ability to continue as such is dependent on our
ability to implement our business plan, raise capital and generate
revenues.  We have executed a contract with Citywide Management
Services that provides that Citywide will invest $5,500,000 into the
company over approximately a ten-month period commencing upon the
approval of our shares for quotation on the Over the Counter Bulletin
Board and the assignment of a trading symbol.   Citywide will purchase
shares at a price equal to seventy percent (70%) of the average of the
closing bid price of our common stock for the ten days preceding the
closing for such purchase.

        This company's board of directors and its predecessors has had no
connection nor are they in any way affiliated to Citywide Management,
its directors or any person working for Citywide Management.


        The following discussion assumes that we start operations and
receive funding from Citywide Management Services. Below we have
included a time line to facilitate your understanding of our
historical operations. We have also included a road map to show our
anticipated operations and plan for achieving revenue.


        Following our receipt of funding, our operations will initially focus
on solidifying our operational infrastructure.  We anticipate that the
number of employees would be increased from its present number through
the addition of

1)	Professor Gorbunov: Technology Development Officer. He will
work as a paid consultant with the company using 60% of his
time with the rest of his time devoted to the university. He
has indicated to us that if we exercise the option then he
will become a full time employee.

2)	Sales Staff:  Commission-paid sales personnel will be engaged
to represent our developed and licensed products to a
distributor versus direct marketing channel.
It is our intent to incur sales expense only when sales are
secured. A sale is defined as a signed agreement with a
distributor to receive payment for product delivered to the
distributor. A sales commission will be paid when the delivery
is made.

3)	Administrative Staff: Initially, there will be one
administrative staff person based in the UK assisting the CEO,
who is also based in the UK.  As our business develops, a
small number of secretarial and administrative personnel will
be hired.

        We currently operate from space owned by Mr. Sullivan.  In the USA Mr.
Smith works from his home. As the company develops, appropriate
commercial office space may be leased. Efforts will be made to secure
office space in the United States as a part of an alliance contract.


Historical Time-line.

        Atlantic Security Limited was formed in September 2002 to attempt to
commercialize certain technology being developed by Professor Boris
Gorbunov of Middlesex University.  From inception through December
2002 Atlantic Security Limited negotiated an option agreement with
Professor Gorbunov which was executed on December 30, 2002 and which
now provides us with an option to acquire his technology.

        Because Atlantic Security Limited believed that Professor Gorbunov's
technology would take significant time and funding to bring to market
management contemporaneously began searching for other technology to
acquire or license that could be more easily brought to market.
Management identified several technology areas that it believed offer
substantial growth prospects and during this search process identified
and met with several entities, including Comnytell Ltd and SA Ltd.
Among the ways in which Atlantic Security Limited searched for
opportunities was by attending the Information Security Exhibition in
London in September 2002.

        We executed a distributor agreement with Comnytell on December 9,
2002.  The agreement required that we pay a license fee equal to
20,000 pounds sterling.  We were unable to raise funding for the
required payment and Comnytell terminated the agreement in March 2003.

        Having contracted with Professor Gorbunov and identified other
promising technologies Atlantic Security Limited began searching for
potential investors to fund the company's business plan.  This search
resulted in Citywide Management Services informing the company that if
it became a publicly trading company in the United States that it
would be willing to provide funding for execution of the business
plan.

        In an effort to become publicly trading in the United States Atlantic
Security Limited consummated a share exchange agreement with us in May
2003.  In August 2003 we entered into a written agreement with
Citywide through which they agreed to invest $500,000 into our
company.  Since that time our efforts have been primarily focused on
achieving such publicly trading status.

        In February 2004 Professor Gorbunov agreed to extend the exercise date
under the option agreement to March 2005.  And on June 2, 2004
Citywide agreed to increase its investment to $5,500,000.

        Assuming that we are approved for quotation on the Over the Counter
Bulletin Board we will receive the investment from Citywide Management
Services. This will allow us to implement our full business plan by:

1)      Running seminars to introduce the company to organizations
that potentially could develop products in which we might be
interested.

2)      Negotiating a license agreement with Comnytell to acquire
their technology.

3)	Attending exhibitions like InfoSec and have an exhibition
stand presence.

4)	Attempting to negotiate a satisfactory contract for the
purchase of SA Limited.'s technology

5)	Revisiting the companies that have expressed interest over the
last two years and update them on our progress.

6)	Initiating marketing and sales efforts, including approaching
corporations we see as potential customers and conducting
demonstrations of the tracking product in the hope of
generating early sales.

7)      Executing Professor Gorbunov's option agreement.

8)	Identifying a number of partners capable and willing to
develop the Bio and Nano Technology and other technologies
that we acquire or license.

        In the first year the costs will be taken up by salaries, travel
(including hotels and associate expenses), accountant fees, legal
fees, office expenses and the other general expenses associated
with establishing a new company as well as building a company
infrastructure.  These costs would be covered by funds received
pursuant to our contract with Citywide.


Item 7.  FINANCIAL STATEMENTS

    	The Financial Statements are included with this report commencing
on page F-1.


Item 8.  CHANGES IN ACCOUNTANTS AND DISAGREEMENTS WITH
ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

        Not applicable.



Item 8A.  CONTROLS AND PROCEDURES

	The Company maintains disclosure controls and procedures that are
designed to ensure that information required to be disclosed in the
Company's Securities Exchange Act reports is recorded, processed,
summarized and reported within the time periods specified in the SEC's
rules and forms, and that such information is accumulated and
communicated to the Company's management, including its Chief
Executive Officer and Chief Financial Officer, as appropriate, to
allow timely decisions regarding required disclosure.  In designing
and evaluating the disclosure controls and procedures, management
recognized that any controls and procedures, no matter how well
designed and operated, can provide only reasonable assurance of
achieving the desired control objectives, and management necessarily
was required to apply its judgment in evaluating the cost-benefit
relationship of possible controls and procedures.

        As of the end of the period covered by this report, an evaluation
was performed under the supervision and with the participation of our
Company's management, including the Chief Executive Officer and the
Chief Financial Officer, of the effectiveness of the design and
operation of the Company's disclosure controls and procedures.  Based
upon that evaluation, the Chief Executive Officer and the Chief
Financial Officer concluded that the Company's disclosure controls and
procedures were effective.  Subsequent to the date of this evaluation,
there have been no significant changes in the Company's internal
controls or in other factors that could significantly affect these
controls, and no corrective actions taken with regard to significant
deficiencies or material weaknesses in such controls.



PART III.

Item 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT


Our directors and executive officers are:
-----------------------------------------


Name                        Age    Position                   Director Since
-----------------------------------------------------------------------------

Terence Sullivan            54     President, principal       2003
                                   executive officer
                                   and Chairman

James Christopher Holmes    56     Director                   2003

Henry Howard Smith          62     Chief Operating Officer    2003
                                   and Director


Gregory Chan                48     Principal Financial Officer


Terence Sullivan has served as our President, principal executive
officer and Chairman since June 2003.  Mr. Sullivan has approximately
twenty-seven years of experience in the management and growth of
companies with a focus on telecommunications and security.  From
September 2002 through June 2003 he served as the CEO of Atlantic
Security Limited, which consummated a share exchange with us on May
15, 2003.  After retiring from December 2000 through May 2001, Mr.
Sullivan joined Open-Mobile Ltd, a mobile phone application and design
company. From May 2001 until August 2001 as its CEO. From December
1999 until December 2000, he was employed by CyberSafe, Inc., which
sold security software to Deutsch Bank UBS/WDR, CS and
Daimler/Chrysler.  He retired from CyberSafe as the Chairman of its
European Division.  From December 1998 until December 1999 he ran his
own corporation, Wits Ltd, which was a sales and marketing support
company selling security software.

James Christopher Holmes has served as a director since the merger on
May 15 2003.  Mr. Holmes has 35 years of experience in the area of
(information Technology).  From 2002-present day Chris started his own
company, which is a consulting company and he uses this company to
advise and consultant to the UK organization for local government, and
individual local government organizations. Here he advises on the use
of technology in delivering services to the community and government.
The organizations that take his advice include civil defense, law
enforcement and social services. 1999-2002 Chris was Deputy Director
of IT for the British Government Cabinet Office where he advised the
Prime minister and ministers on the use of technology in government
and government departments. These departments included ministry of
defence looking after defence of the realm and Government Cipher Head
Quarters of the UK (GCHQ)and US listening and counter intelligence
organization where he oversaw procurement. Chris retired from this
position mid 2002. 1974 to 1999 Chris has spent over twenty-five years
working in British Telecomm Plc.  He started as a manager and the last
five years he was head of Procurement at British Telecommunications
and looked after a budget of over 2.5 billion pounds.  Chris Holmes is
an experienced government consultant who has worked for several
Central government departments, agencies, local authorities and the IT
services industry.

His management experience inside BT over the twenty five-Years
includes:

*       Building Sales, Service and Marketing initiatives across the four
BT Regions
*       UK, Europe, Americas, Asia. Marketing of Visual Services,
Messaging, EDI, Network Management Services
*       Broadband and networked Groupware services to BTs Global
Customers.
*       Managed the Marketing R&D Budgets.
*       Represented Global Customers interests in the management of BTs
Intellectual Property Rights and managed the global portfolio of
trademarks and names.
*       Marketing input to the development of electronic trading
interfaces with BTs customers.

Established the BT Network and Systems Architecture and is a Member of
the Society of Manufacturing Engineers (US).


Henry Howard Smith has served as our Chief Operating Officer since
October 2003.  Mr. Smith has over 35 years of experience in
information technology.  From June 2001 through October 2003 he served
as President of HMS, LLC, a business and technology consulting entity
at which he developed consulting engagements designed to increase
product value, solve productivity issues and assess merger and
acquisition candidates.  Between February 2001 and May 2001 he served
as the Vice President of Marketing and Business Development for Flag
Telecom Holdings, Ltd., a global fiber optic cable company that
constructs broadband services for telecommunications carriers and
business enterprises.  Between June 1993 and October 2000 he served
British Telecommunications PLC as a Vice President and General Manager
- Global Outsourcing Solutions.  While at British Telecommunications,
his responsibility was to plan and implement a company to outsource
the information technology infrastructure of multinational
corporations.

Gregory Chan, although not one of our employees, has served as our
Chief Financial Officer since May 2003.  Mr. Chan brings with him 20
years experience in diverse managerial roles in multi-national
corporations in the telecom and IT industry.  He is currently
employed with MCI WorldCom EMEA where he has been serving as a Global
Account Manager since April 2001.  From October 2000 through January
2001 he served in Cidera, Inc., a media content distribution network
provider, as the Vice President of International Commercial
Operations.  From January 2000 through October 2000 he served as the
Director of International Business Development for Teligent Inc. a
wireless local access network provider.  From July 1999 through
January 2000 he was the CEO of Europe for Compose System Limited, a
printing systems developer. For approximately ten years prior to that
he was with Cable & Wireless PLC in various managerial positions
including Senior Manager, Business  Development, Manager Mergers &
Acquisitions and Manager Corporate Management Accounting,  Mr. Chan
is a qualified Chartered Accountant and he holds a B.Sc. degree in
Business Economics

Directors' Remuneration

Our directors are presently not compensated for serving on the
board of directors.




<PAGE>


Item 10. EXECUTIVE COMPENSATION

Summary Compensation Table

	The following table sets forth the total compensation paid to or
accrued for the year ended March 31, 2004 and for the period from
September 6, 2002 (Inception) through March 31, 2003 to our President.

Annual Compensation


<TABLE>
<CAPTION>


                                                         Other        Restricted    Securities                    All
    Name and                                            Annual          Stock       Underlying     LTIP          Other
Principal Position      Year     Salary     Bonus     Compensation     Awards        Options      Payouts    Compensation
------------------      ----     ------     -----     ------------    ----------    ----------    -------    ------------
<S>                     <C>      <C>        <C>       <C>             <C>           <C>           <C>        <C>

Terence Sullivan,
President                2004     $124,500(1)  0         0               0             0             0          0

                         2003     $0(1)        0         0               0             0             0          0

</TABLE>


(1) Mr. Sullivan agreed to abstain from accepting any compensation
during fiscal 2004 and 2003.  However, we have accrued a salary of
$124,500 for Mr. Sullivan in fiscal 2004.

Stock Option Grants in the past fiscal year

We have not issued any grants of stock options in the past fiscal
year.


Employment Agreements

We have entered into employment agreements with certain of our
key executives as follows:

        We have entered into an executive service agreement with Terence
Sullivan, our Chairman, President and CEO on October 1, 2003 and which
expires on Mr. Sullivan's 75th birthday on April 8, 2024 or with six
months notice by the Company unless there is a change in control,
which requires the Company to provide one-year notice.  The agreement
provides that Mr. Sullivan will receive a salary of 150,000 pounds per
year as well as a car allowance equal to 12% of his salary.  The
agreement also calls for a bonus of 10% of our net income if we reach
certain sales targets and provides for Mr. Sullivan at his option to
receive a portion of his compensation in the form of shares of our
common stock at a 30% discount.

	We have entered into an employment agreement with Henry Howard
Smith to become the COO effective October 6, 2003 at an annual salary
of $100,000.  The agreement expires on Mr. Smith's 70th birthday, on
September 21, 2011 or with thirty days notice by either party.


Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

        The following table sets forth information regarding beneficial
ownership of our common stock as of the date of this prospectus and as
adjusted to reflect the sale of all shares which may potentially be
sold in connection with this registration statement, by (i) those
shareholders known to be the beneficial owners of more than five
percent of the voting power of our outstanding capital stock, (ii)
each director, and (iii) all executive officers and directors as a
group:


Name and Address of            Number of       Percent
Beneficial Owner(1)            Shares Owned    Owned
--------------------           -------------   -----------

Terence Sullivan                9,600,000       41.63%

Chris Holmes                    400,000         1.73%

Howard Smith                    400,000         1.73%

Gregory Chan                    12,000          *

Teddy Plaisted Elett, Trustee   1,600,000       6.94%
Under Agreement dated August 7,
1992 FBO Teddy Plaisted Elett (2)
PO Box 771240
Naples, FL  34107

E-N Corp(3)                      1,400,000      6.07%
PO Box 146
Stevenage Herts
SG1 1FT
United Kingdom

Niall Duggan                     1,945,000(4)   8.44%
Kinloch
Old Leighlin Road
Cloydagh
Carlow
Southern Ireland


All Directors and Officers as
a Group (4 persons)              10,412,000      45.16%
----------------------------

* Indicates less than 1%
(1)	Unless otherwise indicated, the address of the beneficial owner
should be considered the same as the company's principal business address.
(2)     The Trust is controlled by Teddy Plaisted Elett, an accredited
investor, who has deposited the acquired shares into such Trust.
(3)     The controlling shareholder of E-N Corp. is Ranjit Sodhi.
Mr. Ranjit Sodhi also owns 4,000 shares directly, which are not included
in the amounts shown above.
(5)     Includes 1,000,000 shares of our common stock that we are
contractually obligated to issue but have not issued as of the date of this
report.

<PAGE>

Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

        We were founded by Ms. Shelly Goldstein in December 1999.  Ms.
Goldstein originally held approximately 90% of our outstanding common
stock.  On May 15, 2003, we consummated an agreement with Atlantic
Security Limited, a United Kingdom corporation, pursuant to which
Atlantic Security Limited paid $30,000 to Shelly Goldstein, who was
then our majority shareholder and exchanged all of its then issued and
outstanding shares of common stock for 15,922,000 shares of our common
stock, representing approximately 80% of our outstanding common stock.
Ms. Goldstein is no longer affiliated with us in any way.

        Mrs. J A Sullivan is married to Mr. T Sullivan who is the
President and CEO.

        Mrs. S J Holmes is married to Mr. J C Holmes who is a Non
Executive Director.

        Margaret Chan is the sister of Mr. Gregory Chan the Company
Secretary and CFO.

        Mark Sullivan is the Son of Mr. T Sullivan who is the President
and CEO.

        Ranjit Sodhi is related to Rajvir Singh Sodhi who is his mother,
Hardev Kaur Sodhi who is his uncle and Helen Sodhi who is his Sister
none of the shares held by theses parties are attributed to Ranjit
Sodhi.


<PAGE>

Item 13. EXHIBITS AND REPORTS ON FORM 8-K

        No Reports on Form 8-K were filed during the last quarter of
the period covered by this report.


Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

     	The Company paid audit fees to its independent certified public
accountant, Webb & Company, P.A. in the amount of $12,139and $0 for
the year ended March 31, 2004 and for the period from September 6,
2002 (inception) to March 31, 2003 respectively.  There were no fees
paid to the independent certified public accountant for tax and other
services for these periods.




<PAGE>







                    ATLANTIC SECURITY, INC. AND SUBSIDIARY
                        (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED FINANCIAL STATEMENTS
                             AS OF MARCH 31, 2004





<PAGE>



                    ATLANTIC SECURITY, INC. AND SUBSIDIARY
                        (A DEVELOPMENT STAGE COMPANY)



                                   CONTENTS
                                   --------


PAGE  1          INDEPENDENT AUDITORS' REPORT

PAGE  2          CONSOLIDATED BALANCE SHEET AS OF MARCH 31, 2004

PAGE  3          STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS FOR
                 THE YEAR ENDED MARCH 31, 2004 (CONSOLIDATED) AND FOR
                 THE PERIOD FROM SEPTEMBER 6, 2002 (INCEPTION) TO
                 MARCH 31, 2003 AND FOR THE PERIOD FROM SEPTEMBER 6,
                 2002 (INCEPTION) TO MARCH 31, 2004 (CONSOLIDATED)

PAGE  4          STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIENCY FOR
                 THE PERIOD FROM SEPTEMBER 6, 2002 (INCEPTION) TO
                 MARCH 31, 2004 (CONSOLIDATED)

PAGE  5          STATEMENT OF CASH FLOWS FOR THE YEAR ENDED MARCH 31,
                 2004 (CONSOLIDATED) AND FOR THE PERIOD FROM SEPTEMBER
                 6, 2002 (INCEPTION) TO MARCH 31, 2003 AND FOR THE
                 PERIOD FROM SEPTEMBER 6, 2002 (INCEPTION) TO MARCH
                 31, 2004 (CONSOLIDATED)

PAGES  6 - 12    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



<PAGE>



                         INDEPENDENT AUDITORS' REPORT
                         ----------------------------

To the Board of Directors of:
Atlantic Security, Inc. and Subsidiary
(A Development Stage Company)

We have audited the accompanying consolidated balance sheet of
Atlantic Security, Inc. and subsidiary (a development stage
company) as of March 31, 2004, and the related statements of
operations and comprehensive loss, changes in stockholders'
deficiency and cash flows for the year ended March 31, 2004
(consolidated) and for the period from September 6, 2002
(inception) to March 31, 2003 and for the period from September
6, 2002 (inception) to March 31, 2004 (consolidated).  These
financial statements are the responsibility of the Company's
management.  Our responsibility is to express an opinion on these
financial statements based on our audit.

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

In our opinion, the financial statements referred to above
present fairly in all material respects, the financial position
of Atlantic Security, Inc. and subsidiary (a development stage
company) as of March 31, 2004 (consolidated) and the results of
its operations and its cash flows for the year ended March 31,
2004 (consolidated) and for the period from September 6, 2002
(inception) to March 31, 2003 and for the period from September
6, 2002 (inception) to March 31, 2004 (consolidated) in
conformity with accounting principles generally accepted in the
United States of America.

The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern.  As discussed in Note 6
to the financial statements, the Company is in the development stage
with no operations, has a negative cash flow from operations of
$88,218, and a working capital and stockholders' deficiency of
$155,229.  These factors raise substantial doubt about its ability to
continue as a going concern.  Management's plans concerning this
matter are also described in Note 6.  The accompanying financial
statements do not include any adjustments that might result from the
outcome of this uncertainty.


WEBB & COMPANY, P.A.


/s/ Webb & Company, P.A.
------------------------

Boynton Beach, Florida
June 2, 2004


<PAGE>

                         ATLANTIC SECURITY LIMITED
                        (A DEVELOPMENT STAGE COMPANY)
                         CONSOLIDATED BALANCE SHEET
                               MARCH 31, 2004
                              -----------------




                                    ASSETS



Cash                                             $    23,283
                                                  -----------

TOTAL ASSETS                                     $    23,283
                                                  ===========



                   LIABILITIES AND STOCKHOLDERS' DEFICIENCY



CURRENT LIABILITIES
 Accounts payable                                $       652
 Stockholder loan payable                              3,360
 Accrued officers salaries                           174,500
                                                  -----------

TOTAL LIABILITIES                                    178,512
                                                  -----------

COMMITMENTS AND CONTINGENCIES                              -


STOCKHOLDERS' DEFICIENCY


Common stock, $0.001 par value, 100,000,000
shares authorized, 23,058,000 shares issued and
outstanding                                           23,058
Additional paid in capital                           115,175
Accumulated deficit during development stage        (294,747)
Accumulated other comprehensive gain                   1,285
                                                  -----------
Total Stockholders' Deficiency                      (155,229)
                                                  -----------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY   $    23,283
                                                  ===========


See accompanying notes to the consolidated financial statements.


<PAGE>

                         ATLANTIC SECURITY LIMITED
                        (A DEVELOPMENT STAGE COMPANY)
                 STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS


<TABLE>
<CAPTION>


                                                                                 For The Period
                                        For The           For The Period             From
                                        Year Ended            From               September 6, 2002
                                        March 31,         September 6, 2002       (Inception) To
                                        2004               (Inception) To        March 31, 2004
                                        (Consolidated)    March 31, 2003         (Consolidated)
                                        --------------    ---------------        --------------
<S>                                    <C>               <C>                    <C>
OPERATING EXPENSES
 Officer compensation                   $    174,500      $       -              $    174,500
 Consulting and professional fees             96,589              -                    96,589
 General and administrative                   20,939             2,915                 23,854
                                        --------------    ---------------        --------------
   Total Operating Expenses                  292,028             2,915                294,943


LOSS FROM OPERATIONS                        (292,028)           (2,915)              (294,943)


OTHER INCOME
 Interest income                                 196              -                       196
                                        --------------    ---------------        --------------

Provision for Income Taxes                      -                 -                      -
                                        --------------    ---------------        --------------

NET LOSS                                    (291,832)           (2,915)              (294,747)


OTHER COMPREHENSIVE INCOME
 Foreign currency translation gain             1,268                17                  1,285
                                        --------------    ---------------        --------------

COMPREHENSIVE LOSS                      $   (290,564)     $     (2,898)          $   (293,462)
------------------                      ==============    ===============        ==============

Net loss per share - basic and diluted  $      (0.01)     $       -              $      (0.01)
                                        ==============    ===============        ==============

Weighted average number of
shares outstanding during the
period - basic and diluted                20,815,370        15,922,000              19,044,517
                                        ==============    ===============        ==============


</TABLE>

See accompanying notes to the consolidated financial statements.


<PAGE>


                      ATLANTIC SECURITY, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                       STATEMENT OF STOCKHOLDERS' DEFICIENCY
      FOR THE PERIOD FROM SEPTEMBER 6, 2002 (INCEPTION) TO MARCH 31, 2004






<TABLE>
<CAPTION>

                                                                              Accumulated
                                          Common Stock                      Deficit During     Other
                                       -------------------    Additional     Development    Comprehensive   Subscription
                                        Shares      Amount   Paid-In Capital     Stage        Income        Receivable     Total
                                       ---------   --------  ---------------  -----------  -------------   ------------  ---------

<S>                                    <C>         <C>         <C>             <C>         <C>             <C>            <C>

Stock issued to founders
($0.00005 per share)                  15,922,000  $ 15,922    $   (15,134)    $     -     $     -         $    (788)     $     -


Other comprehensive income                   -          -              -             -           17              -              17


Net loss for the period from
September 6, 2002
(inception) to March 31, 2003                -          -              -          (2,915)        -               -          (2,915)

Comprehensive loss                           -          -              -             -           -               -          (2,898)
                                       ----------  ---------   ------------    ----------- ---------       ----------     =========
Balance, March 31, 2003                15,922,000    15,922        (15,134)       (2,915)        17             (788)       (2,898)

Proceeds from subscription
receivable                                   -          -              -             -           -               788           788

Stock issued in reverse merger          4,000,000      4,000         (3,955)          -           -               -             45

Stock issued for cash
($0.025 per share)                       536,000        536         12,864           -           -                -         13,400

Stock issued for services
($0.025 per share)                     1,000,000      1,000         24,000           -           -               -          25,000

Stock issued for cash
($0.06 per share)                      1,600,000      1,600         94,400           -           -               -          96,000

Other comprehensive gain                     -          -              -             -         1,268             -           1,268

In-kind contribution of property             -          -            3,000           -           -               -           3,000

Net loss for year ended March 31, 2004       -          -              -        (291,832)        -               -        (291,832)
                                                                                                                          ---------

Comprehensive loss                           -          -              -             -           -               -        (290,564)
                                       ----------  ---------   ------------    -----------  ---------       ----------    =========

BALANCE, MARCH 31, 2004
(CONSOLIDATED)                        23,058,000  $ 23,058    $   115,175     $(294,747)   $  1,285        $    -        $(155,229)
===========================           ===========  =========   ============    ===========  =========       ==========    =========

</TABLE>

     See accompanying notes to consolidated financial statements


<PAGE>

                      ATLANTIC SECURITY, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF CASH FLOWS



<TABLE>
<CAPTION>

                                                             For The             For The
                                            For The Year     Period From         Period From
                                               Ended         September 6, 2002   September 6, 2002
                                            March 31, 2004   (Inception) To      (Inception) to
                                            (Consolidated)    March 31, 2003     March 31, 2004
                                                                                 (Consolidated)
                                            -------------    -----------------   -----------------

<S>                                         <S>               <S>                <S>

CASH FLOWS FROM OPERATING ACTIVITIES:
 Net loss                                    $  (291,832)      $     (2,915)      $    (294,747)
 Adjustments to reconcile net loss to
  net cash used in operating  activities:
   Stock issued to consultants for services       25,000                -                25,000
   In-kind contribution of property                3,000                -                 3,000
 Changes in operating assets and liabilities:
   Accounts payable                                  652                -                   652
   Accrued expenses                              174,500                -               174,500
   Proceeds from stockholder loans                   462              2,898               3,360
                                            -------------    -----------------   -----------------
     Net Cash Used In Operating Activities       (88,218)               (17)            (88,235)
                                            -------------    -----------------   -----------------


CASH FLOWS FROM INVESTING ACTIVITIES                 -                  -                   -
                                            -------------    -----------------   -----------------

CASH FLOWS FROM FINANCING ACTIVITIES:
 Proceeds from sale of common stock              110,233                -               110,233
                                            -------------    -----------------   -----------------
    Net Cash Provided By Financing
     Activities                                  110,233                -               110,233
                                            -------------    -----------------   -----------------

EFFECT OF EXCHANGE RATE ON CASH                    1,268                 17               1,285
                                            -------------    -----------------   -----------------

NET INCREASE IN CASH                              23,283                -                23,283


CASH AND CASH EQUIVALENTS AT BEGINNING
 OF PERIOD                                           -                  -                   -
                                            -------------    -----------------   -----------------
CASH AND CASH EQUIVALENTS AT END OF
 PERIOD                                     $     23,283       $        -         $      23,283
                                            =============    =================   =================

</TABLE>

     See accompanying notes to consolidated financial statements


<PAGE>


                    ATLANTIC SECURITY, INC. AND SUBSIDIARY
                         (A DEVELOPMENT STAGE COMPANY)
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             AS OF MARCH 31, 2003



NOTE 1	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION
------  -----------------------------------------------------------

(A) Organization and Basis of Presentation
------------------------------------------

Atlantic Security, Inc., f/k/a Warrensburg Enterprises, Inc.
(a development stage company) is a Florida corporation
incorporated on December 6, 1999.

Atlantic Security Limited (a development stage company) was
incorporated in the United Kingdom on September 6, 2002.
The Company plans to market security products and asset
tracking software.

On May 15, 2003, Atlantic Security, Inc. consummated an
agreement with Atlantic Security Limited, a United Kingdom
corporation, pursuant to which Atlantic Security Limited
exchanged all of its 39,805 then issued and outstanding
shares of common stock for 3,980,500 (15,922,000 post split)
shares or approximately 80% of the common stock of Atlantic
Security, Inc.  As a result of the agreement, the
transaction was treated for accounting purposes as a
recapitalization by the accounting acquirer (Atlantic
Security Limited).

Accordingly, the financial statements include the following:

(1)	The balance sheet consists of the net assets of the
acquirer at historical cost and the net assets of the
acquiree at historical cost.

(2)	The statement of operations includes the operations of
the acquirer for the periods presented and the
operations of the acquiree from the date of the merger.

Activities during the development stage include developing
the business plan and raising capital.

Atlantic Security, Inc. and its wholly owned subsidiary
Atlantic Security Limited are hereafter referred to as (the
"Company").

(B) Use of Estimates
--------------------

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

<PAGE>


                    ATLANTIC SECURITY, INC. AND SUBSIDIARY
                         (A DEVELOPMENT STAGE COMPANY)
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             AS OF MARCH 31, 2003



(C) Cash and Cash Equivalents
-----------------------------

For purposes of the cash flow statements, the Company
considers all highly liquid investments with original
maturities of three months or less at the time of purchase
to be cash equivalents.

(D) Foreign Currency Translation
--------------------------------

The functional currency of the Company is the British Pound.
The financial statements of the Company are translated to
United States dollars using year-end exchange rates as to
assets and liabilities and average exchange rates as to
revenues and expenses.  Capital accounts are translated at
their historical exchange rates when the capital transaction
occurred.  Net gains and losses resulting from foreign
exchange translations are included in the statements of
operations ands stockholders' equity as other comprehensive
income (loss).

(E) Comprehensive Income (Loss)
-------------------------------

The foreign currency translation gain or loss resulting from
the translation of the financial statements expressed in
British Pounds to United States dollars is reported as other
comprehensive income (loss) in the statement of operations and
stockholders' deficiency.

(F) Income Taxes
----------------

The Company accounts for income taxes under the Statement of
Financial Accounting Standards No. 109, "Accounting for
Income Taxes" ("Statement 109").  Under Statement 109,
deferred tax assets and liabilities are recognized for the
future tax consequences attributable to differences between
the financial statement carrying amounts of existing assets
and liabilities and their respective tax bases.  Deferred
tax assets and liabilities are measured using enacted tax
rates expected to apply to taxable income in the years in
which those temporary differences are expected to be
recovered or settled.  Under Statement 109, the effect on
deferred tax assets and liabilities of a change in tax rates
is recognized in income in the period that includes the
enactment date.  The Company is organized in England and no
tax benefit is expected from the tax credits in the future.

(G) Fair Value of Financial Instruments
---------------------------------------

The carrying amounts of the Company's financial instruments
including accounts payable approximate fair value due to the
relatively short period to maturity for this instrument.

<PAGE>


                    ATLANTIC SECURITY, INC. AND SUBSIDIARY
                         (A DEVELOPMENT STAGE COMPANY)
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             AS OF MARCH 31, 2003



(H) Loss Per Share
------------------

Basic and diluted net loss per common share is computed
based upon the weighted average common shares outstanding as
defined by Financial Accounting Standards No. 128, "Earnings
Per Share."  As of March 31, 2004 and 2003, there were no
common stock equivalents.

(I) Business Segments
---------------------

The Company operates in one segment and therefore segment
information is not presented.

(J) New Accounting Pronouncements
---------------------------------

In April 2003, the FASB issued SFAS No. 149, "Amendment of
Statement 133 on Derivative Instruments and Hedging
Activities".  SFAS 149 amends and clarifies financial
accounting and reporting for derivative instruments,
including certain derivative instruments embedded in other
contracts (collectively referred to as derivatives) and for
hedging activities under SFAS No. 133, "Accounting for
Derivative Instruments and Hedging Activities".  The changes
in SFAS No. 149 improve financial reporting by requiring
that contracts with comparable characteristics be accounted
for similarly.  This statement is effective for contacts
entered into or modified after June 30, 2003 and all of its
provisions should be applied prospectively.

In January 2003, the FASB issued FIN No. 46, "Consolidation of
Variable Interest Entities, and Interpretation of ARB 51".
FIN No. 46 provides guidance on the identification of
entities of which control is achieved through means other
than voting rights ("variable interest entities" or "VIE's")
and how to determine when and which business enterprise
should consolidate the VIE (the "Primary Beneficiary").  In
addition, FIN No. 46 required that both the Primary
Beneficiary and all other enterprises with a significant
variable interest in a VIE make additional disclosures.  The
transitional disclosure requirements of FIN No. 46 are
required in all financial statements initially issued after
January 31, 2003, if certain conditions are met.

In April 2003, the FASB issued SFAS No. 149, "Amendment of
Statement 133 on Derivative Instruments and Hedging
Activities".  SFAS No. 149 amends and clarifies financial
accounting and reporting for derivative instruments,
including certain derivative instruments embedded in other
contracts (collectively referred to as derivatives) and for
hedging activities under SFAS No. 133, "Accounting for
Derivative Instruments and Hedging Activities".  The changes
in SFAS No. 149 improve financial reporting by requiring
that contracts with comparable characteristics be accounted
for similarly.  This statement is effective for contracts
entered into or modified after June 30, 2003 and all of its
provisions should be applied prospectively.


<PAGE>


                    ATLANTIC SECURITY, INC. AND SUBSIDIARY
                         (A DEVELOPMENT STAGE COMPANY)
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             AS OF MARCH 31, 2003


In May 2003, the Financial Accounting Standards Board
("FASB") issued Statement of Financial Accounting Standards
("SFAS") No. 150, "Accounting For Certain Financial
Instruments with Characteristics of both Liabilities and
Equity".  SFAS No. 150 changes the accounting for certain
financial instruments with characteristics of both
liabilities and equity that, under previous pronouncements,
issuers could account for as equity.  The new accounting
guidance contained in SFAS No. 150 requires that those
instruments be classified as liabilities in the balance
sheet.

SFAS No. 150 affects the issuer's accounting for three types
of freestanding financial instruments.  One type is
mandatorily redeemable shares, which the issuing company is
obligated to buy back in exchange for cash or other assets.
A second type includes put options and forward purchase
contracts, which involves instruments that do or may require
the issuer to buy back some of its shares in exchange for
cash or other assets.  The third type of instruments that
are liabilities under this Statement is obligations that can
be settled with shares, the monetary value of which is
fixed, tied solely or predominantly to a variable such as a
market index, or varies inversely with the value of the
issuer's shares.  SFAS No. 150 does not apply to features
embedded in a financial instrument that is not a derivative
in its entirety.

Most of the provisions of SFAS No. 150 are consistent with
the existing definition of liabilities of FASB Concepts
Statement No. 6, "Elements of Financial Statements".  The
remaining provisions of this statement are consistent with
the FASB's proposal to revise that definition to encompass
certain obligations that a reporting entity can or must
settle by issuing its own shares.  This statement is
effective for financial instruments entered into or modified
after May 31, 2003 and otherwise shall be effective at the
beginning of the first interim period beginning after June
15, 2003.

The adoption of these pronouncements did not have a material
effect on the Company's financial position or results of
operations.

NOTE 2	STOCKHOLDER LOAN
------  ----------------

During 2004 and 2003, a stockholder of the Company paid
$3,360 for operating expenses on behalf of the Company.  The
total loan of $3,360 is payable on demand, non-interest
bearing and unsecured (See Note 5).

NOTE 3	COMMITMENTS AND CONTINGENCIES
------  -----------------------------

(A) License Agreement
---------------------

During January 2003, the Company signed an agreement under which
it has a ten-month option to acquire 82% of the outstanding
shares of two companies that hold intellectual property
rights to the Biological Substance Detector and Molecular
Detector.  During February 2004, the Company entered into an


<PAGE>

                    ATLANTIC SECURITY, INC. AND SUBSIDIARY
                         (A DEVELOPMENT STAGE COMPANY)
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             AS OF MARCH 31, 2003


option to extend the agreement to March 2005.  The agreement
calls for the Company to make an initial payment of
approximately $3,149,000 and bonus and milestone payments of
approximately $4,724,000 to exercise its option.  In
addition, the agreement calls for the Company to pay
approximately $3,149,000 in bonus payments for each of the
first two sales of products using the intellectual property.
As of June 2, 2004, the Company has not executed its option.

(B) Employment Agreements
-------------------------

The Company entered into an employment agreement with a
stockholder to become the CEO and Chairman of the Company
effective October 1, 2003 at an annual salary of $235,000.
The agreement expires on the stockholders 75th birthday (in
April 2024) or with six months notice by the Company unless
there is a change in control, which requires the Company to
provide one-year notice.  The agreement also calls for a
bonus of 10% of the net income of the Company if the Company
reaches certain sales targets, a 12% car allowance and
provides for the stockholder at his option to receive a
portion of his compensation in the form of stock at a 30%
discount.  As of March 31, 2004, the Company has accrued
$124,500 under the employment agreement.

The Company entered into an employment agreement with an
individual to become the COO and President of the North
American Division effective October 6, 2003 at an annual
salary of $100,000.  The agreement expires on the
individuals 70th birthday (in September 2011) or with thirty
days notice by either party.  As of March 31, 2004, the
Company has accrued $50,000 under the employment agreement.

NOTE 4	STOCKHOLDERS' DEFICIENCY
--------------------------------

(A) Issuance of Common Stock to Founders
----------------------------------------

During the period ended March 31, 2003, the Company issued
15,922,000 shares of common stock for cash of $788 ($0.00005
per share).

(B) Stock Issued for Cash
-------------------------

During 2004, the Company issued 536,000 shares of common stock
for cash of $13,400 ($0.025 per share).

During 2004, the Company issued 1,600,000 shares of common stock
for cash of $96,000 ($0.06 per share).

<PAGE>

                    ATLANTIC SECURITY, INC. AND SUBSIDIARY
                         (A DEVELOPMENT STAGE COMPANY)
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             AS OF MARCH 31, 2003


(C) Stock Issued for Services
-----------------------------

During 2004, the Company issued 1,000,000 shares of common stock
for services valued for financial accounting purposes at
$25,000 ($0.025 per share) based upon recent cash offering
prices.

(D) Stock Issued in Reverse Merger
----------------------------------

On May 15, 2003, Atlantic Security, Inc. exchanged 3,980,500
(15,922,000 post split) shares of common stock for all the
outstanding shares of Atlantic Security Limited (See Note
1).

(E) Common Stock Split
----------------------

On December 9, 2003, the Company declared a 4 for 1 common stock
split.  Per share and weighted average share amounts have
been retroactively restated in the accompanying consolidated
financial statements and related notes to reflect this
split.

(F) In-Kind Contribution
------------------------

During 2004, the Company recorded $3,000 for the fair value of
office space provided to the Company by its Chief Executive
Officer.

NOTE 5	RELATED PARTY TRANSACTIONS
------  --------------------------

Stockholders of the Company have paid $20,854 of operating
expenses on behalf of the Company from inception.

NOTE 6	GOING CONCERN
------  -------------

As reflected in the accompanying financial statements, the
Company is a development stage company with no revenues, has a
negative cash flow from operations of $88,218, and a working
capital and stockholders' deficiency of $155,229.  These factors
raise substantial doubt about its ability to continue as a going
concern.  The ability of the Company to continue as a going
concern is dependent on the Company's ability to further
implement its business plan, raise capital and generate revenues.
The financial statements do not include any adjustments that
might be necessary if the Company is unable to continue as a
going concern.

The Company is negotiating with capital funding sources and
service providers to implement its business plan.
Management believes that actions presently being taken to
raise capital and implement its business plan provides the
opportunity for the Company to continue as a going concern.

<PAGE>

                    ATLANTIC SECURITY, INC. AND SUBSIDIARY
                         (A DEVELOPMENT STAGE COMPANY)
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             AS OF MARCH 31, 2003




NOTE 7	SUBSEQUENT EVENT
------  ----------------

The Company has received $5,500,000 in financing commitments
from an investor subject to certain conditions being met by
the Company.  Pursuant to the terms of the financing
agreement, the investor has agreed to purchase shares of
common stock of the Company at 70% of the ten-day average
closing bid price in minimum investments of $1,000,000.
Among other conditions, the financing is contingent on the
effectiveness of a Registration Statement with the
Securities and Exchange Commission covering the resale of
the shares.  As of June 2, 2004, the Company has not
received any proceeds under this commitment.



<PAGE>

Signatures

In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized, on June 28, 2004.

					ATLANTIC SECURITY, INC.

        By:     /s/ Terence Sullivan
           ---------------------------
		Terence Sullivan
		Principal Executive Officer,
                President and Chairman


	In accordance with the requirements of the Exchange Act, this
report has been signed by the following persons on behalf of the
registrant and in the capacities indicated on June 28, 2004.

  /s/ Terence Sullivan		Principal Executive Officer, President
-------------------------        and Chairman
      Terence Sullivan

  /s/ Gregory Chan              Principal Financial Officer and
-------------------------        Principal Accounting Officer
      Gregory Chan

  /s/ Christopher Holmes        Director
-------------------------
      Christopher Holmes

  /s/ Howard Smith              Director
-------------------------
      Howard Smith


<PAGE>


SECTION 906 CERTIFICATIONS

Each of the undersigned hereby certifies in his capacity as an
officer of Atlantic Security, Inc.. (the "Company") that the
Annual Report of the Company on Form 10-KSB for the period ended
March 31, 2004 fully complies with the requirements of Section
13(a) of the Securities Exchange Act of 1934 and that the
information contained in such report fairly presents, in all
material respects, the financial condition and the results of
operations of the Company.


ATLANTIC SECURITY, INC..



        By:     /s/ Terence Sullivan
           ---------------------------
		Terence Sullivan
		Principal Executive Officer,
                President and Chairman



                /s/ Gregory Chan
           ---------------------------
                Gregory Chan
                Principal Financial Officer and
                Principal Accounting Officer


Date: June 28, 2004



<PAGE>


                          SECTION 302 CERTIFICATIONS

I, Terence Sullivan, Chief Executive Officer of Atlantic
Security, Inc., certify that:

1. I have reviewed this annual report on Form 10-KSB of Atlantic
Security, Inc.;

2. Based on my knowledge, this annual report does not contain any
untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not
misleading with respect to the period covered by this annual
report;

3. Based on my knowledge, the financial statements, and other
financial information included in this annual report, fairly
present in all material respects the financial condition, results
of operations and cash flows of the registrant as of, and for,
the periods presented in this annual report;

4. The registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-14 and 15d-
14) for the registrant and have:

a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant, including
its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which
this annual report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this annual report (the "Evaluation Date"); and

c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have
disclosed, based on our most recent evaluation, to the
registrant's auditors and the audit committee of registrant's
board of directors (or persons performing the equivalent
functions):

a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and

6. The registrant's other certifying officers and I have
indicated in this annual report whether there were significant
changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of
our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date: June 28, 2004

        By:     /s/ Terence Sullivan
           ---------------------------
		Terence Sullivan
		Principal Executive Officer,
                President and Chairman


<PAGE>

                          SECTION 302 CERTIFICATIONS

I, Gregory Chan, Chief Financial Officer of Cycle Country
Accessories Corp., certify that:

1. I have reviewed this annual report on Form 10-KSB of Atlantic
Security, Inc.;

2. Based on my knowledge, this annual report does not contain any
untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not
misleading with respect to the period covered by this annual
report;

3. Based on my knowledge, the financial statements, and other
financial information included in this annual report, fairly
present in all material respects the financial condition, results
of operations and cash flows of the registrant as of, and for,
the periods presented in this annual report;

4. The registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-14 and 15d-
14) for the registrant and have:

a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant, including
its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which
this annual report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this annual report (the "Evaluation Date"); and

c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have
disclosed, based on our most recent evaluation, to the
registrant's auditors and the audit committee of registrant's
board of directors (or persons performing the equivalent
functions):

a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and

6. The registrant's other certifying officers and I have
indicated in this annual report whether there were significant
changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of
our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date: June 28, 2004

        /s/ Gregory Chan
        --------------------------
        Gregory Chan
        Principal Financial Officer and
	Principal Accounting Officer



<PAGE>