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, 2005

[  ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE 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
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                   (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, 2005 were $0.

As of March 31, 2005, the aggregate market value of the voting stock
held by non-affiliates of the registrant (based on the price of $0.25c
per share at which the common equity was last sold to non-affiliates)
was $3,206,500.

The number of shares of the registrant's common stock, par value
$0.0001 per share, outstanding as of July 6, 2005 was 23,238,000.

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 primarily a Marketing and Sales company focused on
acquiring or licensing technologies or products from other companies
and then selling such licenses or technologies to other companies.  At
times, when we find a technology or product in which we are
interested, we intend to either: (a) offer to assist the original
developer of the technology or product in making the technology or
product more commercially attractive or (b) acquire or license the
technology or product and then work with a third party to make such
product or technology more commercially attractive.  We refer to these
activities as our product development.  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 Report 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 January
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 agreed to invest $5,500,000 into the company's operations
subsequent to the company being approved for quotation on the OTC
Bulletin Board.  The investment will be made over approximately a ten-
month period: 500,000 over a five-month period at $100,000 per month
and then $5,000,000 over a five-month period at $1,000,000 per month.
These shares will be sold to Citywide at a price equal to seventy
percent (70%) of the average closing bid price for our shares during
the ten days preceding each sale.  In pursuit of this objective, ASL
consummated the above mentioned share exchange with us on May 15,
2003.  Citywide has agreed to limit the amount of shares it holds to
no more than 4.9% of our outstanding shares at any point.   In the


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event that Citywide acquires 4.9% of our shares, we will be forced to
wait until they have disposed of some of the shares prior to selling
additional shares to them.  This may require that we lengthen the term
over which we hope to receive their investment.


        We are not involved with any development cost of any of the
products mentioned in this Report.  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.

TECHNOLOGY  DEVELOPMENT

        We intend to create an organization that values and explores new
ideas and looks for technological ideas in unconventional settings.
When we find such technologies, we intend to offer to assist the
holder of such technology in refining these ideas and work with
outside firms to create prototypes, masters and the necessary tooling.
As of the date of this Report we have not entered into any definitive
discussions, negotiations, contracts or other arrangements with any
third party.

    	We intend to market and sell 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.

PRODUCT DEVELOPMENT

        We are not a research and development company, we acquire
technologies from innovators and technology owners and take their
technologies to the market place. We identify technologies of
potential interest through personal contact and through our marketing
activities, which include participation in relevant seminars,
exhibitions and marketing ourselves through the Internet.

        The company has spent none of its own money on research and
development of any of the technology mentioned in this Report or

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otherwise, but has devoted substantial time and effort in
investigating products that are relevant to our target customer
groups.

        An example of this strategy is the Bio development. All of the
research and development done on this technology 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 feedback 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 or
technologies. 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.


TECHNOLOGIES WE HOPE TO ACQUIRE OR LICENSE

        Initially we wish to market and sell certain technology being
developed by Professor Gorbunov that 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
coordinator 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 entered into an option agreement with Professor Gorbunov
giving us the option to acquire his technology for a payment of
625,000 pounds sterling in cash (approximately $1.1 million at the

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exchange rate on July 5, 2005) and an equivalent amount of shares.  If
Professor Gorbunov becomes an employee of the company and remains an
employee for a minimum of ten months, he will receive a second payment
of 625,000 pounds sterling in cash (approximately $1.1 million at the
exchange rate on July 5, 2005) and an equivalent amount of shares.
Lastly, when and if we achieve our first sale of product using the
technology, Professor Gorbunov will receive a "bonus" payment of
500,000 pounds sterling (approximately $877,000 at the exchange rate
on July 5, 2005) and an equivalent amount of shares.  This payment
would be made once the funds of the sale are recognized as revenue.
Depending on the price of our shares at the time the above payments
are made, these transactions could result in a change of control of
the company.  The option expires in
November 2005.  If we do not exercise the option, at the time it
expires we will be considered a blank check company and will be
subject to Rule 419.

        The company also has a desire to be in the asset tracking
industry.  We believe that surveillance is a growth area both in
Europe and the US and that technology which accomplishes "Smart
Surveillance" would be highly desirable. Although we have no written
agreements with any company in this area, we will actively search for
a technological partner who has such technology

        Our objective over the next 24 months is to identify suitable
technologies with growth potential initially in the area of security,
surveillance and tracking. We aim to secure commercial rights from the
owners of these types of technologies to enable us to explore the
economic value of the technologies. The ways in which we will do this
is set out in the Suppliers/Partners section below.  We anticipate
needing between 24 and 36 months before any of these technologies
would produce any revenue but some of the technology may never bring
in any revenue.  The experience and knowledge of the management team
will help us to reduce the likelihood of the latter but there is no
surety that this can be avoided.


PATENTS AND TRADEMARKS

	If we acquire, license or develop products or technologies that
we believe have protectable intellectual property, we will seek patent
or trademark protection for such products or technologies.  However,
there can be no assurance that patents or trademarks will issue from
any of our future applications.  As of the date of this Report, we
have not filed for any trademarks or patents and do not own any
trademarks or patents.

SUPPLIERS/PARTNERS

        We do not intend to undertake original research and development
of our own but we aim to work with suppliers (i.e. innovators and
technology owners) to take their technologies to the market place. We

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will actively identify technologies that, from the market knowledge of
the Management Team, will have a customer demand. In some cases the
technology owners may come to us through personal contacts or as a
result of our marketing effort.

        We will evaluate, on a case-by-case basis, the potential economic
value of  each technology before a decision to acquire the technology.
Our evaluation process will draw heavily from the experience of the
Management Team but typically it will involve one or more following,:

-	undertake market study of the technology
-	develop business model to evaluate the value of the technology
-	clearly identify the market needs that the technology will
        fulfill
-	understand the target customers' requirements

        For the technologies that are selected by the Management Team as
suitable for us to take on, we will enter into discussions with the
owner to acquire the technology. The typical consideration can either,
be a once-off payment, or a royalty payment based on unit of sales or
percentage of future income arising from the technology.  We will
explore our rights using one or more of the following commercial
arrangements:

-	adapting the technology into products that meet specific needs
        of the target customer and sell the products to those
        customers;
-	enhancing the technology using third party technologies and
        sell the resultant products to the customers;
-	granting sub-licensing agreement to allow customer to explore
        value of the technologies and in return for royalty income or
        a share of revenue; or
-	entering into joint development arrangement with other parties
        (i.e. business partner) who can bring their know-how to the
        product development process. This arrangement will typically
        be on a revenue or profit sharing basis.

        Apart from our agreement with Bio Detector Co for the "sniffing"
technology, we have no other definitive agreement with any parties on
any of the above.

PRODUCT COMMERCIALIZATION

    	For the technologies acquired by us, we will actively market the
technologies to the identified potential customers. We will work with
the technology owner to develop and implement our product
commercialization plan. Depending on the nature of the technology and
the stage of their development, this plan may include one or more of
the followings:

-	Prepare product strategy and development roadmap
-	Prepare detailed marketing plan
-	Prepare product documentation and sales collateral
-	Enter into discussions with the target customers

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<PAGE>

-	Arrange customer demonstration, evaluation or trials as
        necessary.

        After successful customer negotiation some technologies, but by no
mean all, will lead to signing of commercial contracts with customers.
We will not expect to receive any income or royalty fees until the
transfer of technology and other contract conditions have been
completed.

COMPETITION

        The markets in which we plan to do business will be highly
competitive, and are already served by well-established and well-
financed companies which already supply 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 Report we have four employees.   Of these
employees, two serve in management positions as full time employees,
one serves in a management position on an unpaid and as needed basis
and one serves in administration on a part time basis.
-       COO and CFO work from their homes in the US and UK respectively
-       CEO works from premises owned by the CEO in the UK.
-       The admin staff works from the same premises as the CEO in the
        UK. Definition of admin would be someone who did the filing,
        answered the phone, and kept the office supplied with the
        supplies needed to keep it running, i.e. paper, pens etc as well
        as being the secretary and personal assistant to management.



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

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

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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 for
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
Report.


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 July 5, 2005 there were 107 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.


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<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 506 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 exchange
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 a registration statement covering such shares or pursuant
to another applicable exemption.


Date               Name                  # of Shares(1)  Total Price
----------------------------------------------------------------------
May 15, 2003       Terence Sullivan          9,600,000       $*
December 9, 2003   Teddy Plaisted Elett
                   Trustee, Under Agreement
                   dated August 7, 1992      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


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<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             $*
July 14, 2004      Teddy Plaisted Elett,
                   Trustee Under Agreement
                   dated August 7, 1992      100,000         $25,000
October 29, 2004   Andrew Broadhurst         40,000          $10,000
December 16, 2004  Andrew Broadhurst         40,000          $10,000


* 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 and
product development.  The compensation became due to Mr. Duggan on
September 29, 2003 at which point the company owed Mr. Duggan the sum
of $100,000.  Mr. Duggan agreed to accept the 1,000,000 shares of
common stock as full payment for the $100,000 debt conditioned upon
the shares being registered on a Form S-8 registration statement
subsequent to the company being approved for quotation on the Over the
Counter Bulletin Board.  Mr. Duggan is now deceased and it is the
company's intention to ultimately issue the shares to his widow.

        In July 2004 the company sold 100,000 shares of its common stock and
300,000 warrants to purchase common stock (exercisable at a price of
$0.25 per share for a period of one year) to an existing shareholder
of the company.  The shareholder is an accredited, sophisticated
investor who had 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. All shares issued have been and
will remain restricted and are not being registered by the company in its
currently filed registration statement.

        During October 2004 the company sold 40,000 shares of its common stock
for $10,000 and the same investor purchased an additional 40,000
shares of the company's common stock for $10,000 in December 2004.
The investor is a resident of the United Kingdom, had a pre-existing
relationship with company management and is an accredited,
sophisticated investor who had 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. All shares issued
have been and will remain restricted and are not being registered by the
company in its currently filed registration statement.

        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.  The shares are to be issued under Regulation S
registration exemption.  As of July 1, 2005, the company has not
received any proceeds under this commitment.

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<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, 2005 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 do 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 that will be due to
the employees at March 31, 2005 is $523,500

  	As of July 1, 2005 we had approximately $2,000 in cash on deposit
in the bank.  We have assumed that if we do not commence our

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anticipated operations and that our officers continue to abstain from
receiving a salary, we will need approximately $2,500 per month to
remain operational.  We expect to incur expenses of approximately
$47,500 in connection with the registration of the shares.  Of this
amount we have already paid a total of $46,575.59.

        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 2,500.00 per month figure to remain
operational. Our estimated expenses for a full twelve months would be
$13,200.00 and the company has budgeted for a year the sum of
$30,000.00

        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 and would not materially impact our liquidity or
plan of operations. These loans are non-interest bearing and
unsecured.

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

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

     	Management believes that, though we 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 need to raise $30,000 in order 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 $2,500.00 monthly budget

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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. We will not be registering the shares but
instead intend to sell these shares pursuant to Regulation S of the
Securities Act.  We anticipate that these sales will result in
substantial dilution to investors Citywide has agreed to limit the
amount of shares it holds to no more than 4.9% of our outstanding
shares at any point.


        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 our option to acquire
technology he has developed then he will become a full time
employee.

2) Sales Staff:  Commission-paid sales personnel will be engaged
to represent our company and to sell 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


                                       12

<PAGE>


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 that was executed in January 2003 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


                                       13

<PAGE>

company.  Since that time our efforts have been primarily focused on
achieving such publicly trading status.

        In December 2004 we renegotiated our option agreement with
Professor Gorbunov.  The agreement expires on November 23, 2005.   If
we do not exercise the option, at the time it expires we will be
considered a blank check company and will be subject to Rule 419.  The
agreement gives us the option to acquire his technology for a payment
of 625,000 pounds sterling in cash (approximately $1.1 million at the
exchange rate on July 5, 2005) and an equivalent amount of shares.  If
Professor Gorbunov becomes an employee of the company and remains an
employee for a minimum of ten months, he will receive a second payment
of 625,000 pounds sterling in cash (approximately $1.1 million at the
exchange rate on July 5, 2005) and an equivalent amount of shares.
Lastly, when and if we achieve our first sale of product using the
technology, Professor Gorbunov will receive a "bonus" payment of
500,000 pounds sterling (approximately $877,000 at the exchange rate
on July 5, 2005) and an equivalent amount of shares.  Depending on the
price of our shares at the time the above payments are made, these
transactions could result in a change of control of the company.

        On June 2, 2004 Citywide agreed to increase its investment to
$5,500,000.  On May 12, 2005 Citywide agreed to extend the term of the
agreement to such time as is required for us to receive all
$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.


                                       14

<PAGE>


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.

        The company does not know when it will have revenue generation
but can only guess at dates it would like to see revenue.  There can
be no guarantee that we will ever achieve revenue.

Detailed Milestones to revenue

Introduction

 	The company's view is that we cannot expect any revenues before
the end of 2007 beginning 2008 and for the Nano technology not before
the end of 2008 beginning 2009. We have assumed that all the activity
mentioned below should be completed in parallel. The milestones assume
that the company is trading on the OTC Bulletin Board by the dates
mentioned below and is in receipt of Citywide funding of $5,500,000.

        First year starting end of April 2006 (this is not the financial
year but the expected start of trading) if this date changes then our
expected revenue dates change accordingly.

Asset Tracking technology

        In the year starting 2006 the company will conduct market
research to determine a list of all potential partners and initially
engage a range of potential partners. Subsequently we shall shortlist,
(by shortlist we mean that we will make a list of all the potential
partners in this technology and reduce these to a list of three or
four and from this pick the most desirable partner) and meet potential
suitors and conduct various meeting over the next six months and in
the end we may involve more than one potential partner company.  Once
we have signed off all agreements and completed all relevant payments
we intend to have secured our first 'Asset Tracking' customer and by
mid 2007 produce revenue.

Smart camera technology

        In the year starting April 2006 the Company will conduct market
research to determine a list of all potential partners and initially
engage a range of potential partners. Subsequently we shall shortlist
and meet potential suitors for unspecified number of times.  By third
quarter 2006 we hope to draft and begin negotiating contractual

                                       15

<PAGE>

agreements. This may involve more than one potential partner company.
By end of 2006 we hope to sign-off all agreements and by second
quarter 2007 complete all relevant payments. By fourth quarter 2007 we
hope to secure our first 'Smart Camera customer and by end of second
quarter 2008 grow the revenue base

Dr Gorbunov's Technologies

Molecular/Bio
-------------------

        Assuming that the company has exercised the option and paid the
initial payments and Profressor Gorbunov is on board working for the
company, we then hope to conduct market research to determine a list
of all potential partners.  At that time we intend to shortlist and
begin communications with a range of potential partners.  Within 60
days of exercising the option we intend to meet potential suitors for
unspecific number times. By the end of the third quarter 2007 we hope
to draft and begin negotiating contractual agreements. This may
involve more than one potential partner company.  By the middle of the
fourth quarter 2007 we hope to sign-off all agreements and by the
second quarter 2008 sign-off all agreements, by the middle of the
third quarter 2009 secure first customer and by the second quarter
2010 expand the revenue base.

        Operational cost over the three years, represent management's best
estimates given our current information.

        The company expects the cost of running offices in the Europe and
the US in the first year to be $60,000 per month plus any payments
arising out of any contracts executed. The second year costs are
expected to rise to $100,000 per month with the third year figure
being between $100,000 and $200,000 per month.

        Contracts expected to be executed in the first year include, the
option agreement with Professor Gorbunov for $1,095,000 initial
payment, and there could be a further payment later in the year of
$1,095,000 or beginning of the second year with a payment of $877,000
at the end of the second or in the third year (all amounts based on
exchange rate at July 5, 2005).


Item 7.  FINANCIAL STATEMENTS

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



                                       16

<PAGE>


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.


                                       17

<PAGE>


PART III.

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

Directors and Executive Officers




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

Terence Sullivan            55     President, principal       2003
                                   executive officer
                                   and Chairman

James Christopher Holmes    57     Director                   2003

Henry Howard Smith          63     Chief Operating Officer    2003
                                   and Director


Gregory Chan                49     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 take over
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, Syzygies Ltd 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 the joint UK/US
listening station 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

                                       18


<PAGE>

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, has served on an unpaid, as needed basis 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.  Since December 2004 he has been
working as an independent consultant in the area of IT/telecoms.  He
was employed with MCI WorldCom EMEA as a Global Account Manager from
April 2001 until December 2004.  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

                                       19

<PAGE>

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.


                                       20

<PAGE>


Item 10. EXECUTIVE COMPENSATION

Summary Compensation Table

	The following table sets forth the total compensation that has
been or will be paid to or accrued for the years ended March 31, 2005,
March 31, 2004 and for the period from September 6, 2002 (Inception)
through March 31, 2003 to our President and to our COO for the years
ended March 31, 2005 and March 31, 2004.

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,        2005   $249,000(1)  0         0               0             0             0          0
President                2004   $124,500(1)  0         0               0             0             0          0
                         2003   $0(1)        0         0               0             0             0          0

Henry Howard Smith,      2005   $100,000(2)  0         0               0             0             0          0
COO                      2004   $50,000(2)   0         0               0             0             0          0

</TABLE>




(1) Mr. Sullivan agreed to abstain from accepting any of the accrued
compensation under his employment agreement until the company has
adequate funds available for operations.  From inception through March
31, 2005, in total we will have accrued officers' salaries of $523,500
of which $373,500 will have been accrued for Mr. Sullivan.

(2) Mr. Smith agreed to abstain from accepting any of the accrued
compensation under his employment agreement until the company has
adequate funds available for operations.  From inception through March
31, 2005, in total we will have accrued $150,000 for Mr. Smith.

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:


                                       21

<PAGE>

        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.

                                       22

<PAGE>


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 Report 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               41.32%

Chris Holmes                            400,000                  1.73%

Howard Smith                            400,000                  1.73%

Gregory Chan                            12,000                     *

Teddy Plaisted Elett, Trustee   1,700,000                        7.32%
Under Agreement dated August 7,
1992 FBO Teddy Plaisted Elett(3)
PO Box 771240
Naples, FL  34107

E-N Corp(4)                             1,400,000                6.05%
PO Box 146
Stevenage Herts
SG1 1FT
United Kingdom

Niall Duggan                            1,945,000(5)             8.44%
Kinloch
Old Leighlin Road
Cloydagh
Carlow
Southern Ireland


All Directors and Officers as
a Group (4 persons)                     10,412,000              44.96%


                                       23


<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. Terence Sullivan who is the
President and CEO

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

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

Mark Sullivan is the Son of Mr. Terence 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

Our officers have agreed to defer their salaries and through
March 31, 2005 we have accrued a total of $523,500 for officer
salaries.

Two shareholders have advanced loans to us totaling $3,360.  The
loans are non-interest bearing, unsecured and are payable on demand.

On May 15, 2003 we issued 9,600,000 shares of our common stock to
Mr. Terry Sullivan in exchange for shares he held in Atlantic Security
Limited.  On the same date we issued 400,000 shares to each of Mr.
Howard Smith and Mr. James Christopher Holmes and 12,000 shares to Mr.
Greg Chan.  All of these shares were also issued in exchange for
shares the individual held in Atlantic Security Limited.

                                       24

<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 $13,190 and $12,139
for the years ended March 31, 2005 and 2004 respectively.
Additionally, the Company paid a total of $696 associated with its SB-
2 registration statement during these periods.



                                       25

<PAGE>








                    ATLANTIC SECURITY, INC. AND SUBSIDIARY
                        (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED FINANCIAL STATEMENTS
                             AS OF MARCH 31, 2005




                                       26

<PAGE>


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



CONTENTS


PAGE      1     REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

PAGE      2     CONSOLIDATED BALANCE SHEET AS OF MARCH 31, 2005

PAGE      3     CONSOLIDATED STATEMENTS OF OPERATIONS AND
                COMPREHENSIVE LOSS FOR THE YEARS ENDED MARCH 31,
                2005 AND 2004 AND FOR THE PERIOD FROM SEPTEMBER 6,
                2002 (INCEPTION) TO MARCH 31, 2005

PAGES   4 - 5   CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS'
                DEFICIENCY FOR THE PERIOD FROM SEPTEMBER 6, 2002
                (INCEPTION) TO MARCH 31, 2005

PAGE      6     CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEARS
                ENDED MARCH 31, 2005 AND 2004 AND FOR THE PERIOD
                FROM SEPTEMBER 6, 2002 (INCEPTION) TO MARCH 31, 2005

PAGES   7 - 12  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


                                       27

<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, 2005, and the related statements of
operations and comprehensive loss, changes in stockholders'
deficiency and cash flows for the years ended March 31, 2005 and
2004 and for the period from September 6, 2002 (inception) to
March 31, 2005.  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 Public
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 consolidated financial statements referred to
above present fairly in all material respects, the financial
position of Atlantic Security, Inc. and subsidiary as of March
31, 2005, and the results of its operations and its cash flows
for the years ended March 31, 2005 and 2004 and for the period
from September 6, 2002 (inception) to March 31, 2005 in
conformity with accounting principles generally accepted in the
United States of America.

The accompanying consolidated 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 $149,125 and a working capital and stockholders'
deficiency of $528,655.  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.

Boynton Beach, Florida
June 1, 2005



                                       28

<PAGE>



                      ATLANTIC SECURITY, INC. AND SUBSIDIARY
                        (A DEVELOPMENT STAGE COMPANY)
                         CONSOLIDATED BALANCE SHEET
                               MARCH 31, 2005
                              -----------------




                                    ASSETS



Cash                                             $     9,290
                                                  -----------

TOTAL ASSETS                                     $     9,290
                                                  ===========



                   LIABILITIES AND STOCKHOLDERS' DEFICIENCY



CURRENT LIABILITIES
 Accounts payable                                $    11,085
 Stockholder loan payable                              3,360
 Accrued officers salaries                           523,500
                                                  -----------

TOTAL LIABILITIES                                    537,945
                                                  -----------

COMMITMENTS AND CONTINGENCIES


STOCKHOLDERS' DEFICIENCY


Common stock, $0.001 par value, 100,000,000
shares authorized, 23,238,000 shares issued and
outstanding                                           23,238
Additional paid in capital                           163,495
Accumulated deficit during development stage        (715,210)
Accumulated other comprehensive loss                    (178)
                                                  -----------
Total Stockholders' Deficiency                      (528,655)
                                                  -----------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY   $     9,290
                                                  ===========


See accompanying notes to the consolidated financial statements.


<PAGE>

                      ATLANTIC SECURITY, INC. AND SUBSIDIARY
                        (A DEVELOPMENT STAGE COMPANY)
                 STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS


<TABLE>
<CAPTION>



                                        For The           For The           For The Period
                                        Year Ended        Year Ended            From
                                        March 31,         March 31,         September 6, 2002
                                        2005              2004               (Inception) To
                                                                            March 31, 2005
                                        --------------    ---------------   -----------------
<S>                                    <C>               <C>                 <C>
OPERATING EXPENSES
 Stock issued for services              $       -         $       -           $    25,000
 Officer compensation                        349,000           174,500            523,500
 Consulting and professional fees             52,292            96,589            123,881
 General and administrative                   19,309            20,939             43,163
                                        --------------    ---------------    --------------
   Total Operating Expenses                  420,601           292,028            715,544


LOSS FROM OPERATIONS                        (420,601)         (292,028)          (715,544)


OTHER INCOME
 Interest income                                 128               196                344
                                        --------------    ---------------    --------------

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

NET LOSS                                    (420,463)         (291,832)           (715,210)


OTHER COMPREHENSIVE INCOME
 Foreign currency translation gain            (1,463)            1,268                (178)
                                        --------------    ---------------    --------------

COMPREHENSIVE LOSS                      $   (421,926)     $   (290,564)       $   (715,388)
------------------                      ==============    ===============    ==============

Net loss per share - basic and diluted  $      (0.02)     $      (0.01)       $      (0.04)
                                        ==============    ===============    ==============

Weighted average number of
shares outstanding during the
period - basic and diluted                23,148,192        20,815,370          20,692,598
                                        ==============    ===============    ==============


</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, 2005






<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 gain                     -          -              -             -           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


</TABLE>


<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, 2005






<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>


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                23,058,000  $ 23,058    $   115,175     $(294,747)   $  1,285        $    -        $(155,229)


Stock and warrants issued for cash
($0.25 per share)                         100,000      100          24,900           -           -               -           25,000

Stock issued for cash
($0.25 per share)                          80,000       80          19,920           -           -               -           20,000

In-kind contribution of property             -         -             3,500           -           -               -            3,500

Other comprehensive loss                     -         -               -             -        (1,463)            -           (1,463)

Net loss for the year
ended March 31, 2005                         -         -               -        (420,463)        -               -         (420,463)
                                                                                                                           ---------

Comprehensive loss                           -         -               -             -           -               -         (421,926)
                                       ----------  ---------   ------------    -----------  ---------       ----------     =========


BALANCE, MARCH 31, 2005
(CONSOLIDATED)                         23,238,000 $ 23,238     $   163,495     $(715,210)   $   (178)       $    -        $(528,655)
===========================           ===========  =========   ============    ===========  =========       ==========    ==========

</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 Period
                                             Year Ended        Year Ended            From
                                             March 31,         March 31,         September 6, 2002
                                             2005              2004               (Inception) To
                                                                                 March 31, 2005
                                             --------------    ---------------   -----------------
<S>                                         <C>               <C>                <C>

CASH FLOWS FROM OPERATING ACTIVITIES:
 Net loss                                    $  (420,463)       $  (291,832)      $   (715,210)
 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                3,500              3,000              6,500
 Changes in operating assets and liabilities:
   Accounts payable                               10,433                652             11,085
   Accrued expenses                              349,000            174,500            523,500
                                            -------------    -----------------   -----------------
     Net Cash Used In Operating Activities       (57,53)            (88,680)          (149,125)
                                            -------------    -----------------   -----------------


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

CASH FLOWS FROM FINANCING ACTIVITIES:
 Proceeds from sale of common stock               45,000            110,233            155,233
 Proceeds from stockholder loans                     -                  462              3,360
                                            -------------    -----------------   -----------------
    Net Cash Provided By Financing
     Activities                                   45,000            110,695            158,593
                                            -------------    -----------------   -----------------

EFFECT OF EXCHANGE RATE ON CASH                   (1,463)             1,268               (178)
                                            -------------    -----------------   -----------------

NET INCREASE (DECREASE) IN CASH                  (13,993)            23,283              9.290


CASH AND CASH EQUIVALENTS AT BEGINNING
 OF PERIOD                                        23,283               -                  -
                                            -------------    -----------------   -----------------
CASH AND CASH EQUIVALENTS AT END OF
 PERIOD                                     $      9,290      $      23,283       $      9,290
                                            =============    =================   =================

</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, 2005


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, 2005



(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, 2005


(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, 2005 and 2004, 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


Statement of Financial Accounting Standards ("SFAS") No.
151, "Inventory Costs - an amendment of ARB No. 43, Chapter
4"" SFAS No. 152, "Accounting for Real Estate Time-Sharing
Transactions - an amendment of FASB Statements No. 66 and
67," SFAS No. 153, "Exchanges of Non-monetary Assets - an
amendment of APB Opinion No. 29," and SFAS No. 123 (revised
2004), "Share-Based Payment," were recently issued.  SFAS
No. 151, 152, 153 and 123 (revised 2004) have no current
applicability to the Company and have no effect on the
financial statements.

NOTE 2	STOCKHOLDER LOAN

During 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

The Company has entered into an option agreement with
Professor Gorbunov that expires on November 23, 2005 giving
the Company the option to acquire his technology for a
payment of approximately $1.1 million and an equivalent
amount of shares based on the fair value of the shares on
the date of closing.  If Professor Gorbunov becomes an
employee of the Company and remains an employee for a
minimum of ten months, he will receive a second payment of
approximately $1.1 million and an equivalent amount of
shares.  Lastly, when and if the Company achieves their
first sale of product using the technology, Professor
Gorbunov will receive a bonus payment of approximately
$877,000 and an equivalent amount of shares based on the
fair value of the shares on the date of closing.  The
acquisition will be accounted for as an asset purchase under



<PAGE>


                    ATLANTIC SECURITY, INC. AND SUBSIDIARY
                         (A DEVELOPMENT STAGE COMPANY)
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             AS OF MARCH 31, 2005


EITF 98-3, which requires companies that are in the
development stage to be accounted for under the asset
purchase method of accounting.  This standard requires the
Company to record the net assets acquired at fair value and
that no allocation of the purchase price be allocated to
goodwill.  The Company will capitalize the fair value of the
patents acquired under SFAS 141 Paragraph 39, which requires
recognition of identifiable intangible assets if the
intangible assets arise from contractual or other legal
obligations.  As of June 1, 2005, the option has not been
exercised.

 (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, 2005, the Company has accrued
$373,500 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, 2005, the
Company has accrued $150,000 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).

During September 2004, the Company issued 100,000 shares of
common stock and a warrant to purchase 300,000 shares of
common stock at a price of $0.25 exercisable after a period


<PAGE>


                    ATLANTIC SECURITY, INC. AND SUBSIDIARY
                         (A DEVELOPMENT STAGE COMPANY)
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             AS OF MARCH 31, 2005




of one year for cash of $25,000 ($0.25 per share).  The
shares were exempt from registration under section 4(2) of
the Securities Act.

During December 2004, the Company issued 80,000 shares of
common stock at a price of $20,000 ($0.25 per share).  The
shares were exempt from registration under section 4(2) of
the Securities Act.

(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 $250,000 ($0.25 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 2005 and 2004, the Company recorded $3,500 and
$3,000, respectively, for the fair value of office space
provided to the Company by its Chief Executive Officer.

(G) Capital Commitment

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.  The
shares are to be issued under regulation S registration
exemption.  As of June 1, 2005, the Company has not received
any proceeds under this commitment.

<PAGE>


                    ATLANTIC SECURITY, INC. AND SUBSIDIARY
                         (A DEVELOPMENT STAGE COMPANY)
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             AS OF MARCH 31, 2005


NOTE 5	RELATED PARTY TRANSACTIONS

Stockholders of the Company have paid $6,360 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 $149,125, and a
working capital and stockholders' deficiency of $528,655.
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>




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 July 8, 2005.

                  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 July 8, 2005.

  /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>