U. S. Securities and Exchange Commission
Washington, D. C. 20549
FORM 10-KSB
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1999
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _________________ to __________________
Commission File No. 000-24379
ATLANTICA, INC.
(Name of Small Business Issuer in its Charter)
UTAH 43-0976463
(State or Other Jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
236 East 36th STREET, SUITE 1E
NEW YORK, NEW YORK. 10016
(Address of Principal Executive Offices)
Issuer's Telephone Number: (212) 684-0401
=================================
(Former Name or Former Address, if changed since last Report)
Securities Registered under Section 12(b) of the Exchange Act: None
Name of Each Exchange on Which Registered: None
Securities Registered under Section 12(g) of the Exchange Act: None
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.
(1) Yes X No (2) 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. [ ] State Issuer's revenues for its most
recent fiscal year: December 31, 1999 - $0
The Exhibit Index commences on page 12.
State the aggregate market value of the voting stock held by
non-affiliates computed by reference to the price at which the stock was sold,
or the average bid and asked prices of such stock, as of a specified date within
the past 60 days.
The last available quote for the common stock of the Company was on
April 1, 1974. At that time, the quote was $0.02 bid and $0.05 offered. There
has been virtually no trading of the Registrant's common stock over-the-counter
since that time.
<PAGE>
(ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PAST FIVE YEARS)
Check whether the issuer has filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. Yes _X_ No ___ -
(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
State the number of shares outstanding of each of the Issuer's
classes of common equity, as of the latest practicable date:
December 31, 1999
25,000,000
DOCUMENTS INCORPORATED BY REFERENCE
A description of "Documents Incorporated by Reference" is
contained in Item 13 of this Report.
Transitional Small Business Issuer Format Yes _X_ No ___
- THIS SPACE INTENTIONALLY LEFT BLANK -
<PAGE>
PART I
Item 1. Description of Business
ATLANTICA, INC., (hereinafter the "Company") was incorporated under the
laws of the State of Utah on March 3, 1938. The Company name at that time was
RED HILLS MINING COMPANY.,and was formed for the purpose of mining. The Company
went public, with its prospectus becoming effective on March 29, 1938. The
securities were registered in The State of Utah, case#1161. The Company sold
500,000 shares at $0.025 cents per share.
On February 5, 1953 the Company changed its name to ALLIED OIL AND
MINERALS COMPANY., and its business continued to be mining, and Oil exploration.
On January 8, 1971 the Company changed its name to COMMUNITY
EQUITIES CORPORATION., and the Company changed its purpose of business to Real
Estate Development in Kansas City and in the State of Florida. Due to a severe
downturn in the Kansas City housing market, the properties were liquidated for
the mortgage amounts or conveyed to the first mortgagees by Deed in lieu of
foreclosure. In the 1980's the Company acted as a Limited Partner in several
housing developments. In 1990 the Company co-signed a second mortgage for Arena
Square North and South, a general limited partnership, that was controlled by
the Company President at that time, Mr. Harold R. Smith. The Housing
Conservation and Redevelopment Agency of the City of Miami gave the second
mortgage on the Arena Square Apartment project of 550 apartments in the amount
of $885,000. The project was located in Overtown, on the north side of Downtown
Miami. Community Equities Corporation was the original limited partner in the
development, but was replaced by Community Housing of Texas. The Company has not
engaged in any business operation since that time.
On March 26, 1996 the corporate charter was reinstated and the Company name was
changed to ATLANTICA, INC. At a meeting of the Stockholders held on March 13,
1998, a new Slate of Directors were elected and their was a reverse stock split
of 1 share for every 20 shares held, and the authorized shares were increased to
25,000,000 shares with a par value of .0001 cents per share. Following the
Stockholder Meeting the new Board of Directors met and elected Officers. The old
Board of Directors and Officers resigned. The new directors issued 24,000,000
shares of common stock to Gregory Aurre, the new president and Director, for
services rendered and expenses paid. This gave Mr. Aurre the controlling
interest in the company. The Board also issued 50,000 shares to other affiliated
parties for services rendered
The Company presently has no material tangible assets or property. The
Company intends to continue to seek out the acquisition of assets, property or
business that may be beneficial to the Company and its stockholders. In
considering whether to complete any such acquisition, the Board of Directors
shall make the final determination, and the approval of stockholders will not be
sought unless required by applicable law, the Articles of Incorporation or by
laws of the Company or contract. The Company is a development stage company and
is currently seeking business opportunities believed to hold a potential for
profit. The Company has not presently identified a specific business area of
direction that it will follow. Therefore, no principal operation has yet begun.
The Company has no products and offers no services.
Item 2. Description of Property
The Company has no property or assets; Its principal executive office
address and telephone number are the office and telephone of the President and
provided at no cost. There are no agreements, either expressed or implied
regarding the office space provided. The Company is in a development stage and
has no products or services.
<PAGE>
Item 3. Legal Proceedings
The Registrant is not a party in any litigation and has no knowledge of
any pending legal proceedings in any court or agency of government, or
government authorities.
Item 4. Submission of Matters to a Vote of Security Holders
No matters were submitted to the security holders during the fourth
quarter of the fiscal year.
PART II
Item 5. Market for Common Equity and Related Stockholder Matters
The last available quote for the common stock of the Company was on
April 1, 1974. At that time, the quote was $0.02 bid and $0.05 offered. There
has been virtually no trading of the Registrant's common stock over- the-counter
since that time.
The last price quoted reflects inter-dealer prices, without retail
markups, markdowns or commission, and may not necessarily represents actual
transactions. The quotation was derived from the National Quotation Bureau
library..
Dividends
There have been no cash dividends declared at any time, and no dividends
are contemplated to be paid in the foreseeable future, particularly in view of
the uncertainty of generating revenue from future operations.
Item 6. Managements Discussion and Analysis or Plan of Operation
Liquidity
The Registrant has no assets, no cash, and no liquidity. Its president
has personal paid all expenses for the Company. The Company plans no operations,
and has no source of funds required to meet its obligations. The President of
the Registrant plans to pay the expenses of the Company until such time that the
Company acquires or mergers with an active business. Their is no assurance the
President will continue this relationship.
Capital Resources
The Registrant has no material commitments for capital expenditures as
of December 31, 1998. The Registrant has no assets, no cash, and no capital
resources. The Registrant has no anticipated source of funds needed to fulfill
its commitments. The Registrant has had no business operations since 1990. The
Registrant's President has been the primary entity funding the Company's
operation.
Results of Operations
The Registrant has had no business operations since 1990. It is not
anticipated that any business operation will develop unless and until the
Company acquires or merges with an operating company. There is no assurance that
such an acquisition or merger will occur. The Registrant has no revenues. The
general trend in the Registrant's lack of operation is expected to continue, and
no revenue is expected.
<PAGE>
Item 7. Financial Statements
The information called for by this item is included in the financial
statements or notes thereto at Exhibit A.
The following discussion should be read in conjunction with the
Financial Statements and related notes included elsewhere in this Registration
Statement.
YEARS ENDED DECEMBER 31
1999 1998 1997 1996 1995
REVENUE 0 0 0 0 0
INCOME (loss) 0 0 0 0 0
INCOME (loss)
PER COMMON SHARE 0 0 0 0 0
TOTAL ASSETS 0 0 0 0 0
LONG TERM OBLIGATION 0 0 0 0 0
REDEEMABLE PREFERRED
STOCK 0 0 0 0 0
LONG TERM DEBT 0 0 0 0 0
The Registrant has not paid a cash dividend since inception, and does not
anticipate doing so in the foreseeable future.
Item 8. Changes In and Disagreements With Accountants on Accounting and
Financial Disclosure
The Registrant retained the services of:
Jones, Jense & Company
Certified Public Accountants
There are no disagreements with any accounting or financial
disclosure.
PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons:
Compliance with section 16(a) of the Exchange Act
The following table sets forth the names and ages of all the Directors
and executive Officers of the Registrant. Further more, the table shows the
positions held by each such person, length of service, date of initial
appointment of election to office, and the term of office:
NAME ANG AGE POSITION FIRST ELECTED DIRECTOR TERM
Gregory Aurre President & 13-Mar-98 Until 2000
Age 51 Director Shareholders Meeting
Gregory Aurre III Secretary, 13-Mar-98 Until 2000
Age 27 Treasurer & Shareholders Meeting
(Son of Gregory
Aurre)
Amerika Aurre Director 13-Mar-98 Until 2000
Age 28 Shareholders Meeting
(Daughter of
Gregory Aurre)
<PAGE>
Gregory Aurre, Director and President
Mr. Aurre is 51 years old and is an independent financial consultant. From
1990 to present he has acted as a financial consultant. From 1986 to 1990, Mr.
Aurre was the President of Texas Coastal Exploration, Inc., a company involved
in oil and gas exploration. From 1981 to 1986, Mr. Aurre was the President of
United Petroleum Corporation, a company involved in oil and gas exploration.
From 1970 to 1981, Mr. Aurre was the President of Aurre Management Co., Inc., a
company involved in financial consulting.
Amerika Aurre, Director
Ms. Aurre is 28 years old and the daughter of the President of the Company,
Gregory Aurre. She has been employed in the fashion merchandising industry for
seven years.
Gregory Aurre III, Director and Secretary-Treasurer
Mr. Aurre is 27 years old and the son of the President of the Company,
Gregory Aurre. He is a Licensed Securities Sales Person with an N.A.S.D. member
firm.
Family Relationships
Amerika Aurre is the daughter of Gregory Aurre.
Gregory Aurre III is the son of Gregory Aurre.Gregory Aurre, Director and
President.
Experience of Management
Mr. Aurre is the only member of management that has any experience with
"Blank Check" or "Shell" companies. It will be his sole responsibility to locate
and negotiate a merger for the Company. Mr. Aurre is the only member of
management that will devote any time to locate and negotiate a merger. He will
devote fifty percent of his time to this effort. The Company does not intend to
use consultants, outside advisors or finders to locate and negotiate a merger.
In 1970, Mr. Aurre took Aurre Management Co., Inc. public with a Reg.A
offering. In 1981, Mr. Aurre merged Aurre Management Co., Inc. with Fluid Lift
International, Inc. (Texas). Aurre Management Co., Inc. was at the time a shell
or blank check company and was not a reporting company at the time of the
merger. The name of Aurre Management Co., Inc. was subsequently changed to Fluid
Lift International, Inc. (Delaware).
In 1982, Mr. Aurre located a public shell or blank check company, Don
Reid Productions, Inc., and merged it with a private company, United Petroleum
Corp. (Delaware). The surviving company's name was changed to United Petroleum
Corporation (Delaware).
<PAGE>
In 1992, Mr. Aurre merged United Petroleum Corporation, which was a
shell or blank check company at that time, with Calibur-United Petroleum
Corporation (Tennessee). United Petroleum Corporation filed an 8K on April 22,
1993 (The commission number was 002-38375).
In 1993, Mr. Aurre once again took control of Fluid Lift International,
Inc. (formerly Aurre Management Co., Inc.) which was at the time a shell or
blank check company. Mr. Aurre contacted some of the old Officers and Directors
of Fluid Lift International. Mr. Aurre traveled to Fort Worth, Texas to meet
with and persuaded them to vote their shares at a special meeting of the
stockholders which was held on September 24, 1993. At that meeting a new slate
of Directors was elected which Mr. Aurre headed. Then in November of 1994, Mr.
Aurre merged the company with Odessa Foods, Inc.
In 1994, Mr. Aurre located a public shell or blank check company, Ram-Z
Enterprises, Inc., and at a special meeting on April 21, 1994 he took control of
the company. Then on August 15, 1996 the company merged with Hyperdynamics, Inc.
and Mr. Aurre resigned.
Mr. Aurre is no longer an Officer, Director or affiliate of any of the
above mentioned companies. He resigned from each of them as soon as the above
mentioned mergers took place. There are no agreements or understandings for any
of the Officers or Directors to resign at the request of another person, but it
should be noted that the two Directors other than Mr. Aurre are his son and his
Daughter. It is assumed that once a merger is concluded that all the present
Directors and Officers will resign.
Item 10. Executive Compensation
None of the officers or directors of the Registrant has been, or is
being paid any cash compensations, or otherwise is subject to any deferred
compensation plan, bonus plan, or is the subject of any option agreement or any
other arrangement or understanding whereby such person would obtain any cash or
non-cash compensation for their services for and on behalf of the Registrant,
except for the common stock that the directors have received as set forth in
Item 1.
Item 11. Security Ownership of Certain Beneficial Owners and Management
The following table sets forth, as of December 31, 1999, certain
information regarding the ownership of the common stock, $0.0001 par value,
which is the only class of securities authorized, issued and outstanding of the
Registrant by its Officers and Directors, and as a group.
TITLE OF CLASS NAME OF BENEFICIAL AMOUNT & NATURE OF PERCENT OF
OWNER BENEFICIAL OWNERSHIP CLASS
______________ __________________ ____________________ ____________
COMMON GREGORY AURRE 23,908,000 96%
COMMON AMERIKA AURRE 25,000 .001%
COMMON GREGORY AURRE III 25,000 .001%
COMMON OFFICERS & DIRECTORS 24,050,000 96%
AS A GROUP
To the best knowledge of the Registrant, there are no arrangements,
understanding or agreements relative to the disposition of any of the
Registrant's securities, the operation of which would at a subsequent date
result in a change in control of the Registrant.
<PAGE>
Item 12. Certain Relationships and Related Transactions
Transactions with Management and Others:
On March 13, 1998, the date under which present management took control
of the Registrant, and Mr. Aurre, the Registrant's President, acquired
controlling interest of the Company, as 24,000,000 shares of common stock were
issued to him for services rendered and expenses paid.
On March 13, 1998, the Board of Directors acquired an additional 50,000
shares of common stock for services rendered, whereby the directors as a group
control 96.002% of the common voting shares of the company.
Certain Business Relationships
Mr. Gregory Aurre, the Registrant's President, director and owner of the
controlling interest in the company (96%) is the father of the Registrant's
Secretary-Treasurer and director, Gregory Aurre III. Mr. Gregory Aurre is also
the father of the only other director of the Registrant, Amerika Aurre.
Indebtedness of Management
None of the Registrants officers and directors are indebted to the
Company, and have not been at any time.
Transaction with Promoters
The names of the Promoters and the nature and amount of anything of
value received are as follows:
NAMES COMMON STOCK CASH PROPERTY, CONTRACTS
RECEIVED RECEIVED OPTIONS RECEIVED OR
DUE IN THE FUTURE
_____ ____________ ________ ___________________
GREGORY AURRE 24,000,000 0 0
AMERIKA AURRE 25,000 0 0
GREGORY AURRE 25,000 0 0
III
The promoters of the Registrant received no cash compensation. The only
compensation was the shares of common stock listed above.
<PAGE>
Item 13. Exhibits and Reports on Form 8-K
EXHIBITS
The exhibits referred to here in above are more particularly described
below. In addition to these exhibits, certain other exhibits have been attached
hereto as supplementary information, and may assist in a further understanding
of the information presented.
Exhibit No. Pages Description of Exhibits
A Audited Financial Statements for Year 1999
Signatures
Pursuant to the requirements of Section 15d of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
(Registrant) ATLANTICA, INC.
Date March 15, 2000
By /S/GREGORY AURRE
Gregory Aurre - President
<PAGE>
ATLANTICA, INC.
(A Development Stage Company)
FINANCIAL STATEMENTS
December 31, 1999
<PAGE>
C O N T E N T S
Independent Auditors' Report.................................................. 3
Balance Sheet................................................................. 4
Statements of Operations...................................................... 5
Statements of Stockholders' Equity (Deficit).................................. 6
Statements of Cash Flows...................................................... 7
Notes to the Financial Statements............................................. 8
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Stockholders of
Atlantica, Inc.
(A Development Stage Company)
New York, New York
We have audited the accompanying balance sheet of Atlantica, Inc. (a development
stage company) as of December 31, 1999 and the related statements of operations,
stockholders' equity (deficit) and cash flows for the years ended December 31,
1999 and 1998 and from inception of the development stage on January 1, 1997
through December 31, 1999. 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 audits.
We conducted our audits in accordance with generally accepted auditing
standards. 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 audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Atlantica, Inc. (a development
stage company) as of December 31, 1999 and the results of its operations and its
cash flows for the years ended December 31, 1999 and 1998 and from inception of
the development stage on January 1, 1997 through December 31, 1999 in conformity
with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 5 to the
financial statements, the Company is a development stage company with no
significant operating results to date, which raises substantial doubt about its
ability to continue as a going concern. Management's plans in regard to these
matters are also described in Note 5. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.
Jones, Jensen & Company
Salt Lake City, Utah
March 9, 2000
<PAGE>
<TABLE>
<CAPTION>
ATLANTICA, INC.
(A Development Stage Company)
Balance Sheet
ASSETS
December 31,
1999
<S> <C>
CURRENT ASSETS
Cash ........................................................................ $ --
Total Current Assets ...................................................... --
TOTAL ASSETS .............................................................. $ --
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Accounts payable ............................................................ $ 4,743
Total Current Liabilities ................................................. 4,743
Total Liabilities ......................................................... 4,743
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock: 25,000,000 shares authorized
of $0.0001 par value, 24,581,458 shares issued
and outstanding ............................................................ 2,458
Additional paid-in capital .................................................. 56,773
Accumulated deficit prior to development stage .............................. (1,256,700)
Retained earnings from inception of development
stage on January 1, 1997 ................................................... 1,192,726
Total Stockholders' Equity (Deficit) ...................................... (4,743)
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIT) ......................................................... $ --
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
<PAGE>
<TABLE>
<CAPTION>
ATLANTICA, INC.
(A Development Stage Company)
Statements of Operations
From
Inception of
Development
Stage on
For the January 1,
Years Ended 1997 Through
December 31, December 31,
1999 1998 1999
<S> <C> <C> <C>
REVENUES ................................. $ -- $ -- $ --
EXPENSES
General and administrative ............ 14,756 9,261 63,974
Interest expense ...................... -- 53,100 106,200
Total Expenses ...................... 14,756 62,361 170,174
NET LOSS BEFORE
EXTRAORDINARY ITEMS ..................... (14,756) (62,361) (170,174)
Gain on extinguishment of debt (Note 2) 1,362,900 -- 1,362,900
Extraordinary income
NET INCOME (LOSS) ........................ $ 1,348,144 $ (62,361) $ 1,192,726
BASIC INCOME (LOSS) PER SHARE ............ $ 0.05 $ (0.00)
</TABLE>
The accompanying notes are an integral part of these financial statements.
5
<PAGE>
<TABLE>
<CAPTION>
ATLANTICA, INC.
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit)
Additional
Common Stock Paid-In Accumulated
Shares Amount Capital Deficit
<S> <C> <C> <C> <C> <C> <C>
Inception of development stage,
January 1, 1997 .............. 531,458 $ 53 $ (53) $ (1,256,700)
Expenses paid on the
Company's behalf ............. -- -- 39,957 --
Net loss for the year ended
December 31, 1997 ............ -- -- -- (93,057)
Balance, December 31, 1997 .... 531,458 53 39,904 (1,349,757)
March 1, 1998, liquidating
dividend (Note 1a) ........... -- -- -- --
March 13, 1998, common
stock issued for services
at $0.0001 per share ......... 24,050,000 2,405 -- --
Expenses paid on the
Company's behalf ............. -- -- 6,856 --
Net loss for the year ended
December 31, 1998 ............ -- -- -- (62,361)
Balance, December 31, 1998 .... 24,581,458 2,458 46,760 (1,412,118)
Expenses paid on the
Company's behalf ............. -- -- 10,013 --
Net income for the year ended
December 31, 1999 ............ -- -- -- 1,348,144
Balance, December 31, 1999 .... 24,581,458 $ 2,458 $ 56,773 $ (63,974)
</TABLE>
The accompanying notes are an integral part of these financial statements.
6
<PAGE>
<TABLE>
<CAPTION>
ATLANTICA, INC.
(A Development Stage Company)
Statements of Cash Flows
From
Inception of
Development
Stage on
For the January 1,
Years Ended 1997 Through
December 31, December 31,
1999 1998 1999
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ 1,348,144 $ (62,361) $ 1,192,726
Adjustments to reconcile net income (loss) to
net cash used by operating activities:
Common stock issued for services - 2,405 2,405
Extinguishment of debt (1,362,900) - (1,362,900)
Changes in operating assets and liabilities:
Increase in accounts payable 4,743 - 4,743
Increase in accrued interest - 53,100 106,200
Net Cash (Used) by Operating Activities (10,013) (6,856) (56,826)
CASH FLOWS FROM INVESTING ACTIVITIES - - -
CASH FLOWS FROM FINANCING ACTIVITIES
Capital contributed by shareholder 10,013 6,856 56,826
Net Cash Provided by Financing Activities 10,013 6,856 56,826
NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS - - -
CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD - - -
CASH AND CASH EQUIVALENTS AT
END OF PERIOD $ - $ - $ -
CASH PAID FOR:
Interest $ - $ - $ -
Taxes $ - $ - $ -
</TABLE>
The accompanying notes are an integral part of these financial statements.
7
<PAGE>
ATLANTICA, INC.
(A Development Stage Company)
Notes to the Financial Statements
December 31, 1999
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
This summary of significant accounting policies of Atlantica, Inc. 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 generally accepted
accounting principles and have been consistently applied in the
preparation of the financial statements.
a. Organization and Business Activities
The financial statements presented are those of Atlantica, Inc. (the
Company). 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.
The Company had two subsidiaries; Keys Equities, Inc. (Keys), a
Florida corporation incorporated on July 31, 1996, and Allied
Equities, Inc. (Allied), a Florida corporation incorporated on July
15, 1996. On March 1, 1998, the Company transferred its right, title
and interest in a mining claim in Utah to Allied. The mining claim had
a book value of $-0-. On March 1, 1998, the Company distributed the
shares of the two subsidiaries to its shareholders in a liquidating
dividend.
The Company has not engaged in any business operations since 1990, and
it was reclassified as a development stage company as of January 1,
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 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. Reorganization
On February 20, 1998, an agreement and plan of reorganization between
Gregory Aurre and Michael Oliver was made; whereby Mr. Aurre would
take over control of the Company, and Mr. Oliver, the principal
stockholder, sold control of the Company.
On March 13, 1998, a Board of Directors meeting was held to install
the above mentioned February 20, 1998 agreement. In the meeting, new
directors were voted on making Gregory Aurre the Company's President
and a director, Amerika Aurre and Gregory Aurre III as directors and
Gregory Aurre III as Secretary and Treasurer.
8
<PAGE>
ATLANTICA, INC.
(A Development Stage Company)
Notes to the Financial Statements
December 31, 1999
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
c. Accounting Method
The Company's financial statements are prepared using the accrual
method of accounting. The Company has elected a December 31 year end.
d. Estimates
The preparations of financial statements in conformity with generally
accepted accounting principles 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.
e. Income Taxes
No provision for income taxes has been accrued because the Company has
net operating losses from inception. The net operating loss
carryforwards of approximately $170,000 at December 31, 1999 will
expire in 2019. No tax benefit has been reported in the financial
statements because the Company is uncertain if the carryforwards will
expire unused. Accordingly, the potential tax benefits are offset by a
valuation account of the same amount.
f. Basic Income (Loss) Per Share
The computation of basic income (loss) per share of common stock is
based on the weighted average number of shares outstanding during the
period.
For the Year Ended
December 31, 1999
Income Shares Per Share
(Numerator) (Denominator) Amount
$ 1,348,144 24,581,458 $ 0.05
For the Year Ended
December 31, 1998
(Loss) Shares Per Share
(Numerator) (Denominator) Amount
$ (62,361) 24,581,458 $ (0.00)
9
<PAGE>
ATLANTICA, INC.
(A Development Stage Company)
Notes to the Financial Statements
December 31, 1999
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
g. Revenue Recognition Policy
The Company currently has no source of revenues. Revenue recognition
policies will be determined when principal operations begin
NOTE 2 - MORTGAGE PAYABLE
In 1990, the Company signed as a guarantor of a mortgage. The primary
mortgagee has defaulted on the loan so the Company had recorded the
liability on its books.
On February 18, 1999, the Company entered into negotiations with the
City of Miami for a settlement agreement which would release the
Company from the mortgage payable. Under the terms of the agreement,
the City of Miami agreed to execute and deliver to the Company a
release of lien. In return, a shareholder of the Company paid the City
of Miami $10,010 and transferred to the City 25,000 shares of the
Company's common stock owned personally by the shareholder.
As a result of the settlement, the Company recorded a gain on the
extinguishment of debt totaling $1,362,900 ($885,000 principal and
$477,900 accrued interest) for the year ended December 31, 1999. In
addition, contributed capital of $10,013 was recorded which
represented the cash paid by the shareholder to the City of Miami and
the value of the 25,000 shares transferred.
NOTE 3 - COMMON STOCK
On March 13, 1998, the Company approved a 20-for-1 stock split. After
the split, the Company authorized 25,000,000 shares and changed the
par value from $0.01 to $0.0001. 24,050,000 shares, on this same date,
were issued to the directors of the Company for services rendered,
valued at $0.0001 per share. The reverse stock split is reflected on a
retroactive basis.
NOTE 4 - RELATED PARTY TRANSACTIONS
Expenses incurred by the Company and its former subsidiaries, Allied
and Keys, for reinstatement, legal and filing fees were paid out of
pocket by its former majority shareholder and director. The funds were
recorded as additional paid-in capital. No reimbursement for these
expenses paid will be made by the Company. On May 11, 1998, the
shareholders of the Company completed a quasi-reorganization whereby
the accumulated deficit of the Company was offset against paid-in
capital to the extent possible. The quasi-reorganization has been
reflected on a retroactive basis.
Expenses during the years ended December 31, 1999 and 1998 were paid
by the Company's President. Expenses were paid by the President and a
contribution of capital was recorded at $10,013 and $6,856,
respectively.
10
<PAGE>
ATLANTICA, INC.
(A Development Stage Company)
Notes to the Financial Statements
December 31, 1999
NOTE 5 - GOING CONCERN
The Company's financial statements are prepared using generally
accepted accounting principles 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 operation costs. The Company is
seeking the acquisition of, or merger with, an existing operating
company. Currently, management has committed to covering all operating
and other costs until sufficient revenues are generated.
11
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<NAME> ATLANTICA, INC.
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