Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2024 | Apr. 25, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2024 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2024 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 000-24379 | |
Entity Registrant Name | ATLANTICA INC. | |
Entity Central Index Key | 0001062506 | |
Entity Tax Identification Number | 43-0976473 | |
Entity Incorporation, State or Country Code | UT | |
Entity Address, Address Line One | c/o Richland | |
Entity Address, Address Line Two | Gordon & Company | |
Entity Address, Address Line Three | 11450 SE Dixie Highway | |
Entity Address, City or Town | Hobe Sound | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 33455 | |
City Area Code | (772) | |
Local Phone Number | 545-9002 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | true | |
Entity Common Stock, Shares Outstanding | 2,458,590 |
Balance Sheets
Balance Sheets - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
CURRENT ASSETS | ||
Cash | ||
Total Current Assets | ||
Total Assets | ||
CURRENT LIABILITIES | ||
Accounts Payable | 1,704,012 | 1,654,146 |
Accounts Payable - Related Parties | 1,953,487 | 1,933,948 |
Note Payable - Related Parties | 745,039 | 713,653 |
Interest Payable – Related Parties | 992,741 | 951,413 |
Total Current Liabilities | 5,395,279 | 5,253,160 |
Total Liabilities | 5,395,279 | 5,253,160 |
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 | (5,520,981) | (5,378,862) |
Total Stockholders' Deficit | (5,395,279) | (5,253,160) |
Total Liabilities and Stockholders' Deficit |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 |
Statement of Financial Position [Abstract] | ||
Preferred Stock Shares Authorized | 10,000,000 | 10,000,000 |
Preferred Stock Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Preferred Stock Shares Outstanding | 0 | 0 |
Common Stock Shares Authorized | 50,000,000 | 50,000,000 |
Common Stock Par Or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock Shares Outstanding | 2,458,590 | 2,458,590 |
Condensed Statements of Operati
Condensed Statements of Operations - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Statement [Abstract] | ||
REVENUES | ||
EXPENSES | ||
General and administrative | 100,791 | 51,598 |
Total expenses | 100,791 | 51,598 |
OTHER INCOME (EXPENSE) | ||
Interest expense | (41,328) | (36,109) |
Total other income (expense) | (41,328) | (36,109) |
NET LOSS | $ (142,119) | $ (87,707) |
BASIC AND DILUTED LOSS PER SHARE | $ (0.06) | $ (0.04) |
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING – BASIC AND DILUTED | 2,458,590 | 2,458,590 |
Condensed Statements of Shareho
Condensed Statements of Shareholders' Equity (Deficit) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2022 | $ 246 | $ 125,456 | $ (4,999,916) | $ (4,874,214) |
Common Stock, Shares, Outstanding, Beginning Balance at Dec. 31, 2022 | 2,458,590 | |||
Net loss | (87,707) | (87,707) | ||
Ending balance, value at Mar. 31, 2023 | 246 | 125,456 | (5,087,623) | (4,961,921) |
Beginning balance, value at Dec. 31, 2023 | 246 | 125,456 | (5,378,862) | $ (5,253,160) |
Common Stock, Shares, Outstanding, Beginning Balance at Dec. 31, 2023 | 2,458,590 | |||
Net loss | (142,119) | $ (142,119) | ||
Ending balance, value at Mar. 31, 2024 | $ 246 | $ 125,456 | $ (5,520,981) | $ (5,395,279) |
Common Stock, Shares, Outstanding, Ending Balance at Mar. 31, 2024 | 2,458,590 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net Loss | $ (142,119) | $ (87,707) |
Changes in operating assets and liabilities: | ||
Increase in accounts payable | 69,405 | 39,412 |
Increase in accrued interest | 41,328 | 36,108 |
Net Cash Used By Operating Activities | (31,386) | (12,187) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from note payable - related party | 31,386 | 12,187 |
Net Cash Provided by Financing Activities | 31,386 | 12,187 |
NET INCREASE (DECREASE) IN CASH | ||
CASH AT BEGINNING OF PERIOD | ||
CASH AT END OF PERIOD | ||
CASH PAID FOR: | ||
Interest | ||
Taxes |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Pay vs Performance Disclosure [Table] | ||
Net Income (Loss) Attributable to Parent | $ (142,119) | $ (87,707) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 | |
Trading Arrangements, by Individual [Table] | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
NOTE 1 - BASIS OF PRESENTATION
NOTE 1 - BASIS OF PRESENTATION | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NOTE 1 - BASIS OF PRESENTATION | 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, 2024. 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, 2023. 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. |
NOTE 2 - GOING CONCERN
NOTE 2 - GOING CONCERN | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NOTE 2 - GOING CONCERN | 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 $31,386 10 |
NOTE 3 - COMMITMENTS AND CONTIN
NOTE 3 - COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
NOTE 3 - COMMITMENTS AND CONTINGENCIES | 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
NOTE 4 – COMMON STOCK | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
NOTE 4 – COMMON STOCK | NOTE 4 – COMMON STOCK The Company did not issue any shares of capital stock during the nine month period ended March 31, 2024 and 2023. |
NOTE 5 - LOSS PER SHARE
NOTE 5 - LOSS PER SHARE | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
NOTE 5 - LOSS PER SHARE | NOTE 5 - LOSS PER SHARE The following data shows the amounts used in computing loss per share for the periods presented: For the Three Months Ended March 31, 2024 For the Three Months Ended March 31, 2023 Loss available to common shareholders (numerator) $ ( 142,119 ) $ ( 87,707 ) 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 $ (0.06) $ (0.04) 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. |
NOTE 6 - RELATED PARTY TRANSACT
NOTE 6 - RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2024 | |
Related Party Transactions [Abstract] | |
NOTE 6 - RELATED PARTY TRANSACTIONS | NOTE 6 - RELATED PARTY TRANSACTIONS Mirabella paid expenses of $ 31,386 $745,039 $12,187 $41,328 $36,109 $992,741 $951,413 10 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 5 $30,000 5 $30,000 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 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. |
NOTE 7 _ SUBSEQUENT EVENTS
NOTE 7 – SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2024 | |
Subsequent Events [Abstract] | |
NOTE 7 – SUBSEQUENT EVENTS | 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. |
NOTE 1 - BASIS OF PRESENTATION
NOTE 1 - BASIS OF PRESENTATION (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
a. Organization and Business Activities | 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 | 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 | 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 | 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. |
NOTE 5 - LOSS PER SHARE (Tables
NOTE 5 - LOSS PER SHARE (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Loss Per Share | For the Three Months Ended March 31, 2024 For the Three Months Ended March 31, 2023 Loss available to common shareholders (numerator) $ ( 142,119 ) $ ( 87,707 ) 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 $ (0.06) $ (0.04) |
NOTE 2 - GOING CONCERN (Details
NOTE 2 - GOING CONCERN (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Proceeds from Related Party Debt | $ 31,386 | $ 12,187 |
Promissory Note Interest Rate | 10% |
Loss Per Share (Details)
Loss Per Share (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Earnings Per Share [Abstract] | ||
Net Income (Loss) Available to Common Stockholders, Basic | $ 142,119 | $ 87,707 |
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 | $ (0.06) | $ (0.04) |
NOTE 6 - RELATED PARTY TRANSA_2
NOTE 6 - RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |||
Proceeds from Related Party Debt | $ 31,386 | $ 12,187 | |
Other Notes Payable, Current | 745,039 | $ 713,653 | |
Interest Expense | 41,328 | $ 36,109 | |
Interest Payable, Current | $ 992,741 | 951,413 | |
[custom:PromissoryNoteInterestRate] | 10% | ||
Annual Management Fee | $ 120,000 | ||
[custom:ManagementFeePercentEBITDA] | 5% | ||
Quarterly Managment Fee | $ 30,000 | ||
[custom:TransactionFee] | 1% |