10-K: Atlantica Inc. Files 2023 Annual Report, Continues Search for Acquisition Target

Atlantica Inc.'s 2023 annual report reveals ongoing efforts to identify a suitable business acquisition while maintaining minimal operations and incurring a net loss.

Summary

• Atlantica, Inc., a shell company, filed its annual report for the year ended December 31, 2023.
• The company is actively seeking a business to acquire through a merger or reorganization.
• Atlantica has not engaged in any material business operations since 1997.
• The company reported a net loss of $378,946 for 2023, compared to a net loss of $1,494,848 in 2022.
• All expenses were paid by Mirabella Holdings, LLC, a majority shareholder, totaling $32,126 in 2023 and $64,478 in 2022.
• As of December 31, 2023, the company had no assets and a total liability of $5,253,160.
• The company's debt to Mirabella Holdings, LLC, including accrued interest, totaled $1,665,066 as of December 31, 2023.
• The company has 2,458,590 shares of common stock outstanding as of March 20, 2024.
• There is no established trading market for the company's shares.
• The company is subject to various SEC regulations as a smaller reporting company and an emerging growth company.

Sentiment

Score: 2

Explanation: The document paints a bleak picture of the company's current state, with no assets, significant liabilities, and a reliance on related-party funding. The company's future is entirely dependent on a successful acquisition, which is highly uncertain. The sentiment is negative due to the lack of current operations and the company's precarious financial position.

Positives

• The company's net loss decreased significantly from $1,494,848 in 2022 to $378,946 in 2023.
• The company is actively seeking a business combination, which could provide future value.
• The company has a majority shareholder willing to cover operating expenses.

Negatives

• The company has no assets and significant liabilities of $5,253,160.
• The company has no current business operations and is solely focused on finding an acquisition target.
• The company is dependent on its majority shareholder, Mirabella Holdings, LLC, for funding.
• There is no established trading market for the company's shares.
• The company has a substantial accumulated deficit of $5,378,862.

Risks

• The company's ability to continue as a going concern is dependent on securing a business combination and continued funding from its majority shareholder.
• The company's lack of operations and dependence on a single shareholder for funding pose significant risks.
• The company's shares are not actively traded, and there is no guarantee a market will develop.
• The company is subject to various SEC regulations and compliance requirements.
• The company's accumulated deficit and lack of assets present a challenge for future growth.

Future Outlook

The company plans to continue seeking a business combination and will rely on its majority shareholder for funding until such a transaction is completed. The company is unable to predict when or if it will participate in a specific business endeavor.

Management Comments

• Management believes that there are literally thousands of shell companies engaged in endeavors similar to those engaged in by us.
• 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.
• Management will attempt to meet personally with management and key personnel of any entity providing a potential business opportunity for us, visit and inspect material facilities, obtain independent analysis or verification of information provided and gathered, check references of material 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 and limited capital, these activities may be limited.

Industry Context

The company operates in the niche market of shell companies seeking reverse mergers or acquisitions. This market is highly competitive, with numerous other shell companies vying for similar opportunities. The company's lack of assets and operating history puts it at a competitive disadvantage compared to shell companies with more resources.

Comparison to Industry Standards

• Atlantica's financial situation is not comparable to typical operating companies, as it is a shell company with no ongoing business operations.
• The company's lack of revenue and reliance on related-party funding are common characteristics of shell companies.
• The company's accumulated deficit and negative equity are typical for shell companies that have not yet completed a business combination.
• Unlike operating companies, Atlantica does not have traditional financial metrics to compare against industry benchmarks.
• The company's primary goal is to find a suitable acquisition target, which is a common strategy for shell companies.

Management Changes

Corporate Governance

Legal Proceedings

• The company is not a party to any pending legal proceedings.
• No federal, state, or local governmental agency is presently contemplating any proceeding against the company.

Related Party Transactions

• Expenses during the years ended December 31, 2007 through December 31, 2023 were paid by Mirabella Holdings, LLC, the Company's majority shareholder, and recorded as loans related party totaling $713,653 at December 31, 2023.
• Accrued interest related to the outstanding loans was $951,413 as of December 31, 2023.
• 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.
• Pursuant to the Management Services Agreement with Richland, Gordon & Company, accrued management fees payable to Richland totaled $120,000 during the year ended December 31, 2023.

Stakeholder Impact

• Shareholders face significant risk due to the company's lack of operations and dependence on a future acquisition.
• Employees are not currently impacted as the company has no employees.
• Customers and suppliers are not impacted as the company has no current business operations.
• Creditors are primarily limited to Mirabella Holdings, LLC, the majority shareholder, which is also the primary lender.
• The company's financial position and future prospects are highly uncertain, impacting all stakeholders.

Next Steps

• The company will continue to seek potential assets, property, or businesses to acquire.
• The company will consider guidelines of industries in which it may have an interest.
• The company will adopt a business plan regarding engaging in the business of any selected industry.
• The company will commence operations through funding and/or the acquisition or business combination with a going concern engaged in any industry selected.

Key Dates

Keywords

shell company, acquisition, merger, reverse reorganization, financial statements, annual report, SEC filings, operating loss, related party transactions, capital structure