10-K: Atlantica, Inc. Files 10-K Annual Report, Continues Search for Acquisition Target

Atlantica, Inc., a shell company, filed its annual report on Form 10-K, reporting a net loss and continuing its search for a business combination or acquisition target.

Summary

• Atlantica, Inc. was organized in Utah on March 3, 1938.
• The company is currently seeking potential assets, property, or businesses to acquire through a business combination, reorganization, merger, or acquisition.
• Atlantica has had no material business operations since March 7, 1997.
• The company's plan of operation for the next 12 months includes considering industry guidelines, adopting a business plan, and commencing operations through funding or acquisition.
• The company is relying on its principal shareholder, Mirabella Holdings, LLC, to pay its operating expenses.
• For the year ended December 31, 2024, Atlantica reported a net loss of $394,670, compared to a net loss of $378,946 for the year ended December 31, 2023.
• At December 31, 2024 and 2023, the Company had $0 in assets.
• As of March 18, 2025, the Registrant had 2,458,590 shares of common stock and no shares of preferred stock outstanding.

Sentiment

Score: 3

Explanation: The sentiment is negative due to the company's lack of operations, dependence on related-party funding, net losses, and auditor's concerns about its ability to continue as a going concern.

Positives

• The company is actively seeking a business combination or acquisition, which could potentially create value for shareholders.
• Management has experience in investment and finance.
• The company has effective disclosure controls and procedures and internal control over financial reporting.

Negatives

• The company has no material business operations and has not had any since 1997.
• Atlantica has no current assets and a working capital deficit.
• The company is dependent on loans from its majority shareholder to cover operating expenses.
• The company's auditor has raised substantial doubt about its ability to continue as a going concern.
• The company has a history of net losses, with a net loss of $394,670 for the year ended December 31, 2024.
• There is no established trading market for the company's shares of common stock.

Risks

• The company's ability to continue as a going concern is uncertain.
• The company's dependence on loans from its majority shareholder poses a risk if the shareholder ceases to provide funding.
• The company may not be successful in finding a suitable business combination or acquisition target.
• The company faces competition from other shell companies seeking similar opportunities.
• Amendments to SEC Form 8-K regarding shell companies and transactions with shell companies may eliminate many of the perceived advantages of going public transactions with shell companies.
• Amendments to Rule 144, adopted by the SEC and effective on February 15, 2008, codify the SECs prior position limiting the tradeability of certain securities of shell companies, including those issued by us in any business combination, and further limit the tradeability of additional securities of shell companies; these proposals will further restrict the availability of opportunities for us to acquire any business or enterprise that desires to utilize us as a means of going public.

Future Outlook

The company intends to continue seeking the acquisition of assets, property, or a business that may be beneficial to the company and its stockholders.

Management Comments

• Management believes that there are literally thousands of shell companies engaged in endeavors similar to those engaged in by us; many of these companies have substantial current assets and cash reserves.
• Management intends to consider a number of factors prior to making any decision to participate in any specific business endeavor, none of which may be determinative or provide any assurance of success.

Industry Context

The company operates in the niche market of shell companies seeking reverse mergers or acquisitions. This market is highly competitive, with many companies vying for a limited number of suitable targets. Regulatory changes, such as amendments to SEC Form 8-K and Rule 144, have made it more challenging for shell companies to complete transactions.

Comparison to Industry Standards

• It is difficult to compare Atlantica's performance to industry standards due to its lack of operations and status as a shell company.
• Many shell companies are in a similar position, seeking a suitable target for a reverse merger or acquisition.
• Companies like TG Therapeutics, Inc. and Immunomedics, Inc. are examples of companies that successfully completed reverse mergers and went on to achieve significant growth.
• However, many other shell companies fail to find a suitable target and ultimately dissolve or remain inactive.

Related Party Transactions

• Expenses during the years ended December 31, 2007 through December 31, 2024 were paid by Mirabella Holdings, LLC, the Company's majority shareholder, and recorded as loans related party totaling $ 762,407 at December 31, 2024.
• Pursuant to the Management Services Agreement (the Management Services Agreement) with Richland, Gordon & Company, (Richland) accrued management fees payable to Richland totaling $ 120,000 during the year ended December 31, 2024, 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.

Stakeholder Impact

• Shareholders face significant risk due to the company's lack of operations and dependence on related-party funding.
• The company's ability to continue as a going concern is uncertain, which could result in a loss of investment for shareholders.
• Employees of any acquired company could be affected by the business combination.

Next Steps

• The company plans to consider industry guidelines, adopt a business plan, and commence operations through funding or acquisition.
• The company will continue to seek potential assets, property, or businesses to acquire through a business combination, reorganization, merger, or acquisition.

Key Dates