UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM 10-Q
____________________
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2023
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE EXCHANGE ACT OF 1934
For the transition period from ____________ to____________
Commission File No. 000-24379
ATLANTICA INC.
(Exact name of Registrant as specified in its charter)
| Utah |
43-0976473 |
| (State or Other Jurisdiction of |
(I.R.S. Employer Identification No.) |
| incorporation or organization) |
|
c/o Richland, Gordon & Company
11450 SE Dixie Highway
Hobe Sound, Florida 33455
(Address of Principal Executive Offices)
(772) 545-9002
(Registrant’s telephone number, including area
code)
N/A
(Former name, former address and former fiscal year,
if changed since last report)
Securities registered pursuant to Section 12(b) of
the Act: None
Indicate by check mark whether the Registrant has
(1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days.
Yes [X] No [ ]
Indicate by check mark whether the Registrant has
submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of
this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes [X]
No [ ] The Company does not have a corporate Web site.
Indicate by check mark whether the Registrant is a
large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See
definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging
growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer [ ] |
Accelerated filer [ ] |
| Non-accelerated filer [X] |
Smaller reporting company [X] |
| |
Emerging Growth company [X] |
If an emerging growth company, indicate by check mark
if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the Registrant is a
shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes [X] No [ ]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities and Exchange Act of 1934 after the distribution of securities
under a plan confirmed by a court.
Not applicable.
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the Registrant’s
classes of common stock, as of the latest practicable date:August 10, 2023 - 2,458,590 shares of common stock.
PART I
Item 1. Financial Statements
The Financial Statements of the Registrant required
to be filed with this 10-Q Quarterly Report were prepared by management and commence below, together with related notes. In the opinion
of management, the Financial Statements fairly present the financial condition of the Registrant.
ATLANTICA, INC.
UNAUDITED FINANCIAL STATEMENTS
JUNE 30, 2023
ATLANTICA, INC.
CONTENTS
| |
|
PAGE |
| |
|
|
| Balance Sheets, |
|
| |
June 30, 2023 (Unaudited) and December 31, 2022 |
4 |
| |
|
|
| Unaudited Statements of Operations, |
|
| |
for the three and six months ended June 30, 2023 and 2022 |
5 |
| |
|
|
| Unaudited Statement of Stockholders’ Equity |
|
| |
For the three and six months ended June 30, 2023
and 2022 |
6 |
| |
|
|
| Unaudited Statements of Cash Flows, |
|
| |
for the six months ended June 30, 2023 and 2022 |
7 |
| |
|
|
| Notes to Unaudited Financial Statements |
8 - 11 |
ATLANTICA, INC.
Balance Sheets
| |
|
June 30, 2023
(Unaudited) |
|
December 31, 2022 |
| ASSETS |
|
|
|
|
| CURRENT ASSETS |
|
|
|
|
| |
|
|
|
|
| Cash |
$ |
- |
$ |
- |
| Total Current Assets |
|
- |
|
- |
| Total Assets |
$ |
- |
$ |
- |
| |
|
|
|
|
| LIABILITIES AND STOCKHOLDERS’ DEFICIT |
|
|
|
|
| |
|
|
|
|
| CURRENT LIABILITIES |
|
|
|
|
| |
|
|
|
|
| Accounts Payable |
$ |
1,636,781 |
$ |
1,591,151 |
| Accounts Payable - Related Parties |
|
1,867,456 |
|
1,803,339 |
| Note Payable - Related Parties |
|
693,714 |
|
681,527 |
| Interest Payable – Related Parties |
|
871,976 |
|
798,197 |
| Total Current Liabilities |
|
5,069,927 |
|
4,874,214 |
| Total Liabilities |
|
5,069,927 |
|
4,874,214 |
| |
|
|
|
|
| Commitments and Contingencies |
|
- |
|
- |
| |
|
|
|
|
| STOCKHOLDERS’ DEFICIT |
|
|
|
|
| |
|
|
|
|
| Preferred Stock: 10,000,000 shares authorized of $0.0001 par value, no shares issued and outstanding |
|
- |
|
- |
| Common Stock: 50,000,000 shares authorized of $0.0001 par value, 2,458,590 shares issued and outstanding, respectively |
|
246 |
|
246 |
| Additional Paid-in Capital |
|
125,456 |
|
125,456 |
| Accumulated Deficit |
|
(5,195,629) |
|
(4,999,916) |
| Total Stockholders' Deficit |
|
(5,069,927) |
|
(4,874,214) |
| Total Liabilities and Stockholders' Deficit |
$ |
- |
$ |
- |
The accompanying notes are an integral part of these
financial statements.
ATLANTICA, INC.
Statements of Operations (Unaudited)
| |
|
Three Months Ended June 30, 2023 |
|
Three Months Ended June 30, 2022 |
|
Six Months Ended June 30, 2023 |
|
Six Months Ended
June 30, 2022 |
| |
|
|
|
|
|
|
|
|
| REVENUES |
$ |
- |
$ |
- |
$ |
- |
$ |
- |
| |
|
|
|
|
|
|
|
|
| EXPENSES |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
| General and administrative |
|
70,336 |
|
373,656 |
|
121,934 |
|
1,264,616 |
| Total expenses |
|
70,336 |
|
373,656 |
|
121,934 |
|
1,264,616 |
| |
|
|
|
|
|
|
|
|
| OTHER INCOME (EXPENSE) |
|
|
|
|
|
|
|
|
| Interest expense |
|
(37,670) |
|
(33,227) |
|
(73,779) |
|
(64,921) |
| Total other income (expense) |
|
(37,670) |
|
(33,227) |
|
(73,779) |
|
(64,921) |
| |
|
|
|
|
|
|
|
|
| NET LOSS |
$ |
(108,006) |
$ |
(406,883) |
$ |
(195,713) |
$ |
(1,329,537) |
| |
|
|
|
|
|
|
|
|
| BASIC AND DILUTED LOSS PER SHARE |
$ |
(0.04) |
$ |
(0.17) |
$ |
(0.08) |
$ |
(0.54) |
| |
|
|
|
|
|
|
|
|
|
WEIGHTED AVERAGE NUMBER OF SHARES
OUTSTANDING – BASIC AND DILUTED |
|
2,458,590 |
|
2,458,590 |
|
2,458,590 |
|
2,458,590 |
The accompanying notes are an integral part of these
financial statements.
ATLANTICA, INC.
Statements of Shareholders’ Equity (Deficit)
For the Three and Six Months Ended June 30, 2023
and 2022
For the Three and Six-month Period Ended June
30, 2022
|
|
|
|
|
|
| |
Common Stock |
Additional Paid-In Capital |
Accumulated Deficit |
Total |
| Shares |
Amount |
| Balance, December 31, 2021 |
2,458,590 |
$246 |
$125,456 |
$ (3,505,068) |
$(3,379,366) |
| |
|
|
|
|
|
| Net loss for the three month period ended March 31, 2022 |
- |
- |
- |
(922,654) |
(922,654) |
| Balance, March 31, 2022 |
2,458,590 |
$246 |
$125,456 |
$ (4,427,722) |
$(4,302,020) |
| |
|
|
|
|
|
| Net loss for the three month period ended June 30, 2022 |
- |
- |
- |
(406,883) |
(406,883) |
| Balance, June 30, 2022 |
2,458,590 |
$246 |
$125,456 |
$(4,834,605) |
$(4,708,903) |
For the Three and Six-month Period Ended June
30, 2023
| |
|
|
|
|
|
| |
Common Stock |
Additional Paid-In Capital |
Accumulated Deficit |
Total |
| Shares |
Amount |
| Balance, December 31, 2022 |
2,458,590 |
$246 |
$125,456 |
$ (4,999,916) |
$(4,874,214) |
| |
|
|
|
|
|
| Net loss for the three month period ended March 31, 2023 |
- |
- |
- |
(87,707) |
(87,707) |
| Balance, March 31, 2023 |
2,458,590 |
$246 |
$125,456 |
$ (5,087,623) |
$(4,961,921) |
| |
|
|
|
|
|
| Net loss for the three month period ended June 30, 2023 |
- |
- |
- |
(108,006) |
(108,006) |
| Balance, June 30, 2023 |
2,458,590 |
$246 |
$125,456 |
$(5,195,629) |
$(5,069,927) |
The accompanying notes are an integral part of these
financial statements.
ATLANTICA, INC.
Statements of Cash Flows (Unaudited)
| |
|
Six Months Ended June 30, 2023 |
|
Six Months Ended June 30, 2022 |
| |
|
|
|
|
| CASH FLOWS FROM OPERATING ACTIVITIES |
|
|
|
|
| Net Loss |
$ |
(195,713) |
$ |
(1,329,537) |
| Changes in operating assets and liabilities: |
|
|
|
|
| Increase in accounts payable |
|
109,747 |
|
1,228,564 |
| Increase in accrued interest |
|
73,779 |
|
64,921 |
| Net Cash Used By Operating Activities |
|
(12,187) |
|
(36,052) |
| |
|
|
|
|
| CASH FLOWS FROM INVESTING ACTIVITIES |
|
- |
|
- |
| |
|
|
|
|
| CASH FLOWS FROM FINANCING ACTIVITIES |
|
|
|
|
| Proceeds from note payable - related party |
|
12,187 |
|
36,052 |
| Net Cash Provided by Financing Activities |
|
12,187 |
|
36,052 |
| NET INCREASE (DECREASE) IN CASH |
|
- |
|
- |
| CASH AT BEGINNING OF PERIOD |
|
- |
|
- |
| CASH AT END OF PERIOD |
$ |
- |
$ |
- |
| |
|
|
|
|
| CASH PAID FOR: |
|
|
|
|
| Interest |
$ |
- |
$ |
- |
| Taxes |
$ |
- |
$ |
- |
The accompanying notes are an integral part of these
financial statements.
ATLANTICA, INC.
Notes to Unaudited Financial Statements
June 30, 2023
NOTE 1 - BASIS OF PRESENTATION
This summary of significant accounting policies of
Atlantica, Inc. (the “Company”) is presented to assist in understanding the Company’s financial statements. The financial
statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity.
These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently
applied in the preparation of the financial statements. All adjustments which are necessary for a fair statement of the results for interim
periods have been included.
The accompanying unaudited financial statements reflect
all adjustments, consisting of only normal recurring items, which, in the opinion of management, are necessary for a fair statement of
the results of operations for the periods shown and are not necessarily indicative of the results to be expected for the full year ending
December 31, 2022. These unaudited financial statements should be read in conjunction with the financial statements and related notes
included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.
a. Organization and Business Activities
The financial statements presented are those of Atlantica,
Inc. The Company was incorporated in the State of Utah on March 3, 1938. The Company name at that time was Red Hills Mining Company. On
February 5, 1953, the Company changed its name to Allied Oil and Minerals Company. On January 8, 1971, the Company changed its name to
Community Equities Corporation. On March 26, 1996, the Company changed its name to Atlantica, Inc.
We have had no material business operations since
March 7, 1997. The Company’s only activity since that time has consisted of taking actions necessary to restore and preserve its
good standing in the State of Utah. The Company presently has no significant assets. The Company intends to continue to seek out the acquisition
of assets, property or a business that may be beneficial to the Company and its stockholders. In considering whether to complete any such
acquisition, the Board of Directors will make the final determination and the approval of stockholders will not be sought unless required
by applicable law, the articles of incorporation or bylaws of the Company or contract.
b. Accounting Method
The Company’s financial statements are prepared
using the accrual method of accounting. The Company has elected a December 31 year-end.
c. Estimates
The preparation of financial statements in conformity
with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
d. Cash and Cash Equivalents
The Company considers all highly liquid investments
with original maturities at the date of purchase of three months or less to be cash equivalents.
ATLANTICA, INC.
Notes to Unaudited Financial Statements
June 30, 2023
NOTE 2 - GOING CONCERN
The Company’s financial statements are prepared
using accounting principles generally accepted in the United States of America applicable to a going concern which contemplates the realization
of assets and liquidation of liabilities in the normal course of business. The Company has not established revenues sufficient to cover
its operating costs. The Company is seeking to acquire, or merge with, an existing operating company.
The Company does not have significant assets, nor
has it established operations and has accumulated losses since inception. These factors raise substantial doubt about the Company’s
ability to continue as a going concern. It is the intent of the Company to seek a merger with an existing, well-capitalized operating
company. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
The Company is relying on Mirabella Holdings, LLC
(“Mirabella”), our majority shareholder, to pay all of our operating and other expenses until we can complete a reorganization
or merger. While Mirabella currently pays the Company's limited operating and other expenses, on the Company's behalf, Mirabella is not
obligated to pay any of those expenses and the Company can provide no assurance that Mirabella will continue to pay any of those expenses
in the future. Mirabella paid $12,187 in expenses for the Company during the six months ended June 30, 2023. Currently, any such loans
that may be provided to us from time to time by Mirabella are made pursuant to a demand promissory note that has been issued by us to
Mirabella, which loans are unsecured, payable on demand and bear interest at a rate of 10% per annum, compounded quarterly. See the description
of that demand promissory note contained in Part III, Item 13 of our Annual Report on Form 10-K for the year ended December 31, 2008,
and a copy of that note included in Part IV, Item 15 of that Report.
NOTE 3 - COMMITMENTS AND CONTINGENCIES
Contingencies -The Company has not been active for
several years. Management believes that there are no unrecorded valid outstanding liabilities from prior operations. If a creditor were
to come forward and claim a liability, the Company has committed to contest the claim to the fullest extent of the law. Due to various
statutes of limitations and because of the likelihood that such an old liability would not still be valid no amount has been accrued in
these financial statements for any such contingencies.
NOTE 4 – COMMON STOCK
The Company did not issue any shares of capital stock during the six month
period ended June 30, 2023 and 2022.
NOTE 5 - LOSS
PER SHARE
The following data shows the amounts used in computing
loss per share for the periods presented:
| |
For the Six Months Ended June 30, 2023 |
|
For the Six Months Ended June 30, 2022 |
| Loss available to common shareholders (numerator) |
$ |
(195,713) |
|
$ |
(1,329,527) |
| Weighted average number of common shares outstanding during the period used in loss per share (denominator) |
|
2,458,590 |
|
|
2,458,590 |
| Basic loss per share |
$ |
(0.08) |
|
$ |
(0.54) |
Dilutive loss per share was not presented as the Company
had no common equivalent shares for all periods presented that would affect the computation of diluted loss per share.
ATLANTICA, INC.
Notes to Unaudited Financial Statements
June 30, 2023
NOTE 6 - RELATED PARTY TRANSACTIONS
Mirabella paid expenses of $12,187
during the six months ended June 30, 2023 that were recorded as an additional loan from shareholders, which loans totaled $693,714
at June 30, 2023. In comparison Mirabella paid $36,052
during the six months ended June 30, 2022. The interest expense related to the outstanding loans was $37,670
for the three months ended June 30, 2023, and $33,227
for the three months ended June 30, 2022, and total accrued interest as of June 30, 2023 and December 31, 2022 was $871,976
and $798,197, respectively. The loans are
evidenced by a promissory note, are unsecured, are due on demand and accrue interest at the rate of 10%
per annum, compounded quarterly. No payments of principal or interest were made during the quarter ended June 30, 2022. The note was
issued by the Company on April 29, 2009 and covers all loans made by Mirabella to the Company since November 6, 2007, as well as any
such loans that may be made by Mirabella in the future. A copy of the note was filed as an exhibit to our Annual Report on Form 10-K
for the year ended December 31, 2008; see Part IV, Item 15 of that Report.
On April 29, 2009, the Company entered into a management
services agreement (the “Management Services Agreement”) with Richland, Gordon & Company (“Richland”), a private
investment firm beneficially owned by Alan D. Gordon, the Company’s President and Chief Executive Officer and one of the Company’s
directors. Pursuant to the Management Services Agreement, Richland provides certain financial and management consulting services to the
Company, including, among other things, advice regarding the Company's operations, identification of potential businesses for the Company
to acquire or other suitable business combinations for the Company, and advice regarding the Company's general preparation for its initial
acquisition, other business combination or financing transaction that may occur in the future.
The Management Services Agreement has a term of ten
years and provides for the Company to pay to Richland an annual management fee equal to the greater of (i) $120,000 or (ii) 5% of the
Company's consolidated EBITDA (as defined in the agreement). The management fee is payable in quarterly installments in arrears, on April
15, July 15, October 15 and January 15 of each year, with respect to the immediately preceding calendar quarter, equal to the greater
of (i) $30,000 or (ii) 5% of the Company's consolidated EBITDA for the immediately preceding calendar quarter, with such payments commencing
July 15, 2009 and covering services provided by Richland during the period from January 1, 2008 (prior to the date of the agreement) and
continuing through the quarter ended June 30, 2023; however, the management fees accrue and are not initially payable to Richland until
the Company’s completion of its initial acquisition or financing that occurs subsequent to the date of the agreement. Accordingly,
we accrued management fees payable to Richland totaling $30,000 during the quarters ended June 30, 2023 and 2022, which fees, along with
any other management fees that may subsequently accrue, are due and payable to Richland if and when such an acquisition or financing is
completed by the Company.
The Management Services Agreement also provides for
the Company to pay a separate, cash transaction-based fee for investment banking services that Richland provides in connection with future
acquisitions and financing transactions that may be completed by the Company. This transaction-based fee equals 1% of the transaction
value of any acquisitions or other business combinations or debt or equity financings completed by the Company subsequent to the date
of the agreement; however, the amount of the initial transaction-based fee payable to Richland is reduced by the amount of all accrued
but unpaid management fees earned by Richland under the agreement. To date, no transaction-based fee has accrued or is otherwise payable
by the Company to Richland.
Under the Management Services Agreement, the Company
also reimburses Richland for all reasonable out-of-pocket expenses incurred by Richland in providing its services to the Company and indemnifies
Richland and its agents and affiliates for any liabilities that they may incur in connection with providing these services. This expense
reimbursement is payable on April 15, July 15, October 15 and January 15 of each year, with respect to expenses incurred by Richland during
the immediately preceding calendar quarter. To date, no such expenses have been incurred by Richland and, accordingly, no expenses have
been reimbursed by the Company to Richland and no expense reimbursement obligation has been accrued or is otherwise payable by the Company.
A copy of the Management Services Agreement was filed
as an exhibit to our Annual Report on Form 10-K for the year ended December 31, 2008; see Part IV, Item 15 of that Report. A copy of the
First Amendment to the Management Services Agreement, which extends the term to April 29, 2029, was filed as an exhibit to our June 30,
2018 Quarterly Report, see Part II, Item 6 of this Report.
ATLANTICA, INC.
Notes to Unaudited Financial Statements
June 30, 2023
NOTE 7 – SUBSEQUENT EVENTS
The Company has evaluated subsequent events pursuant
to ASC Topic 855 from the balance sheet date through the date the financial statements were issued, and determined there are no other
events to disclose.
Item 2. Management’s Discussions and Analysis of
Financial Condition and Results of Operations.
Forward-looking Statements
Statements made in this Quarterly Report, which are
not purely historical, are forward-looking statements with respect to the goals, plan objectives, intentions, expectations, financial
condition, results of operations, future performance and our business, including, without limitation, (i) our ability to raise capital,
and (ii) statements preceded by, followed by or that include the words “may,” “would,” “could,” “should,”
“expects,” “projects,” “anticipates,” “believes,” “estimates,” “plans,”
“intends,” “targets” or similar expressions.
Forward-looking statements involve inherent risks
and uncertainties, and actual results may differ materially from those set forth in the forward-looking statements, depending upon
a number of factors, many of which are beyond our control. These factors include, but are not limited to, the following: general economic
or industry conditions; nationally and/or in the communities in which we may conduct business; changes in the interest rate environment;
legislation or regulatory requirements; conditions of the securities markets; our ability to raise capital; changes in accounting principles,
policies or guidelines; financial or political instability; acts of war or terrorism; and other economic, competitive, governmental, regulatory
and technical factors affecting our current or potential business and related matters.
Accordingly, results actually achieved may differ
materially from expected results in these statements. Forward-looking statements speak only as of the date they are made. We do not
undertake, and specifically disclaim, any obligation to update any forward-looking statements to reflect events or circumstances occurring
after the date of such statements.
Plan of Operation
Our plan of operation for the next 12 months is to:
(i) consider guidelines of industries in which we may have an interest; (ii) adopt a business plan regarding engaging in the business
of any selected industry; and (iii) to commence such operations through funding and/or the acquisition of a going concern engaged in any
industry selected.
We are not currently engaged in any substantive business
activity. In our present form, we may be deemed to be a vehicle to acquire or merge with a business or company. Regardless, the commencement
of any business opportunity will be preceded by the consideration and adoption of a business plan by our Board of Directors. We do not
intend to restrict our search for business opportunities to any particular business or industry, and the areas in which we will seek out
business opportunities or acquisitions, reorganizations or mergers may include, but will not be limited to, the fields of high technology,
manufacturing, natural resources, service, research and development, communications, transportation, insurance, brokerage, finance and
all medically related fields, among others. We recognize that the number of suitable potential business ventures that may be available
to our Company may be extremely limited, and may be restricted to entities who desire to avoid what such entities may deem to be the adverse
factors related to an initial public offering (“IPO”). The most prevalent of these factors include substantial time requirements,
legal and accounting costs, the inability to obtain an underwriter who is willing to publicly offer and sell shares, the lack of or the
inability to obtain the required financial statements for such an undertaking, limitations on the amount of dilution to public investors
in comparison to the stockholders of any such entities, along with other conditions or requirements imposed by various federal and state
securities laws, rules and regulations and federal and state agencies that implement such laws, rules and regulations. Any of these types
of transactions, regardless of the particular prospect, would require us to issue a substantial number of shares of our common stock,
that could amount to as much as 95% of our outstanding securities following the completion of any such transaction; accordingly, investments
in any such private enterprise, if available, would be much more favorable than any investment in our Company.
Management intends to consider a number of factors
prior to making any decision as to whether to participate in any specific business endeavor, none of which may be determinative or provide
any assurance of success. These may include, but will not be limited to, as applicable, an analysis of the quality of the particular entity’s
management personnel; the anticipated acceptability of any new products or marketing concepts that it may have; the merit of its technological
changes; its present financial condition, projected growth potential and available technical, financial and managerial resources; its
working capital, history of operations and future prospects; the nature of its present and expected competition; the quality and experience
of its management services and the depth of its management; its potential for further research, development or exploration; risk factors
specifically related to its business operations; its potential for growth, expansion and profit; the perceived public recognition or acceptance
of its products, services, trademarks and name identification; and numerous other factors which are difficult, if not impossible, to properly
or accurately analyze, let alone describe or identify, without referring to specific objective criteria.
Regardless, the results of operations of any
specific entity may not necessarily be indicative of what may occur in the future, by reason of changing market strategies, plant or product
expansion, changes in product emphasis, future management personnel and changes in innumerable other factors. Further, in the case of
a new business venture or one that is in a research and development mode, the risks will be substantial, and there will be no objective
criteria to examine the effectiveness or the abilities of its management or its business objectives. Also, a firm market for its products
or services may yet need to be established, and with no past track record, the profitability of any such entity will be unproven and cannot
be predicted with any certainty.
Our management will attempt to meet personally with
management and key personnel of any entity providing any potential business opportunity afforded to our Company, visit and inspect material
facilities, obtain independent analysis or verification of information provided and gathered, check references of management and key personnel
and conduct other reasonably prudent measures calculated to ensure a reasonably thorough review of any particular business opportunity;
however, due to time constraints of management, these activities may be limited.
We are unable to predict the time as to when and if
we may actually participate in any specific business endeavor. We anticipate that proposed business ventures will be made available to
us through personal contacts of directors, executive officers and principal stockholders, professional advisors, broker dealers in securities,
venture capital personnel, members of the financial community and others who may present unsolicited proposals. In certain cases, we may
agree to pay a finder’s fee or to otherwise compensate the persons who submit a potential business endeavor in which we eventually
participate. Such persons may include our directors, executive officers and beneficial owners our securities or their affiliates. In this
regard, see the description of our Management Services Agreement with Richland, Gordon & Company contained in Note 6 to the Unaudited
Financial Statements dated March 31, 2018 in Part I, Item 1. In this event, such fees may become a factor in negotiations regarding any
potential venture and, accordingly, may present a conflict of interest for such individuals.
Substantial fees are often paid in connection with
the completion of all types of acquisitions, reorganizations or mergers, ranging from a small amount to as much as $400,000 or more. These
fees are usually divided among promoters or founders, after deduction of legal, accounting and other related expenses, and it is not unusual
for a portion of these fees to be paid to members of management or to principal stockholders as consideration for their agreement to retire
a portion of the shares of common stock owned by them. Members of management may actively negotiate or otherwise consent to the purchase
of all or any portion of their common stock as a condition to, or in connection with, a proposed reorganization, merger or acquisition.
It is not anticipated that any such opportunity will be afforded to other stockholders or that such other stockholders will be afforded
the opportunity to approve or consent to any particular stock buy-out transaction. In the event that any such fees are paid, they may
become a factor in negotiations regarding any potential acquisition or merger by our Company and, accordingly, may also present a conflict
of interest for such individuals. Any of these types of fees that are paid in shares of our common stock will also be subject to the resale
limitations embodied in Rule 144 that prohibit, among other requirements, the public resale of these shares until 12 months after the
filing of the Form 10 information with the SEC. We have no present arrangements or understandings respecting any of these types of fees
or opportunities, other than pursuant to our management services agreement with Richland, Gordon & Company. See the description of
our management services agreement with Richland contained in our Annual Report on Form 10-K for the year ended December 31, 2008, and
a copy of that agreement included in Part IV, Item 15 of that Report, with respect to, among other things, certain cash fees that may
be payable by us to Richland in connection with future financings and business combinations by us.
Results of Operations
Three Months Ended June 30, 2023 Compared to Three
Months Ended June 30, 2022
The Company had no operations during the quarterly
period ended June 30, 2023, nor do we have operations as of the date of this filing. General and administrative expenses were $70,336
for the quarterly period ended June 30, 2023, compared to $373,656 for the quarterly period ended June 30, 2022. General and administrative
expenses for the three months ended June 30, 2023 and 2022 were comprised mainly of accounting, management and legal fees. We had a net
loss of $108,006 for the quarterly period ended June 30, 2023, compared to a net loss of $406,883 for the quarterly period ended June 30,
2022.
Six Months Ended June 30, 2023 Compared to Six
Months Ended June 30, 2022
The Company had no operations during the six months
ended June 30, 2023, nor do we have operations as of the date of this filing. General and administrative expenses were $121,934 for
the six months ended June 30, 2023, compared to $1,264,616 for the six months ended June 30, 2022. General and administrative expenses for
the six months ended June 30, 2023 and 2022 were comprised mainly of accounting, management and legal fees. We had a net loss of $195,713
for the six months ended June 30, 2023, compared to a net loss of $1,329,537 for the six months ended June 30, 2022.
Liquidity
We have no current cash resources.
During the next 12 months, our only foreseeable cash
requirements will relate to maintaining our good standing in the State of Utah and preparing and filing all required reports under the
securities laws. We do not have any cash reserves to pay for our administrative expenses for the next 12 months, which include $1,613,058
in accrued legal fees related to a potential acquisition by the Company. In the event that additional funding is required in order to
keep us in good standing and current in our reporting obligations, we expect to raise such funding through additional loans from our principal
shareholder.
Item 3. Quantitative and Qualitative Disclosures
About Market Risk.
Not required.
Item 4. Controls and Procedures.
Evaluation of disclosure controls and procedures
Our management, with the participation of our chief
executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures as defined in Rule
13a-15(e) under the Exchange Act as of the end of the period covered by this Quarterly Report on Form 10-Q. In designing and evaluating
the disclosure controls and procedures, our 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. In addition, the design of disclosure controls and
procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating
the benefits of possible controls and procedures relative to their costs. The design of any disclosure controls and procedures also is
based in part upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed
in achieving its stated goals under all potential future conditions.
Based on that evaluation, our chief executive officer
and chief financial officer concluded that, as of June 30, 2023, our disclosure controls and procedures were, subject to the limitations
noted above, effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit
under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission
rules, regulations and forms, and that such information is accumulated and communicated to our management, including our chief executive
officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.
Changes in internal control over financial reporting
Our management, with the participation of the chief
executive officer and chief financial officer, has concluded there were no significant changes in our internal controls over financial
reporting that occurred during our last quarter that has materially affected, or is reasonably likely to materially affect, our internal
control over financial reporting.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
None; not applicable.
Item 1A. Risk Factors.
Not required.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None; not applicable.
Item 3. Defaults Upon Senior Securities.
None; not applicable.
Item 4. Mine Safety Disclosures.
None, not applicable.
Item 5. Other Information.
None, not applicable.
Item 6. Exhibits.
Exhibit No.
Identification
of Exhibit
| 31.1 |
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act provided by Alan D. Gordon, President, Chief Executive Officer and Director |
| 31.2 |
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act provided by Shelley Goff, Secretary, Chief Financial Officer and Principal Accounting Officer |
| 32.1 |
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 provided by Alan D. Gordon, President, Chief Executive Officer and Director, and Shelley Goff, Secretary, Chief Financial Officer and Principal Accounting Officer |
| 101.INS |
XBRL Instance Document |
| 101.PRE |
XBRL Taxonomy Extension Presentation Linkbase |
| 101.LAB |
XBRL Taxonomy Extension Label Linkbase |
| 101.DEF |
XBRL Taxonomy Extension Definition Linkbase |
| 101.CAL |
XBRL Taxonomy Extension Calculation Linkbase |
| 101.SCH |
XBRL Taxonomy Extension Schema |
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized
ATLANTICA, INC.
| Date: |
August 10, 2023 |
|
By: |
/s/Alan D. Gordon |
| |
|
|
|
President, Chief Executive Officer, and Director |
| |
|
|
|
|
| Date: |
August 10, 2023 |
|
By: |
/s/Shelley Goff |
| |
|
|
|
Secretary, Chief Financial Officer and Principal Accounting Officer |