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 UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

 FORM 10-K

 [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE

 ACT OF 1934

 For the fiscal year ended: December 31, 2023

 or

 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE

 ACT OF 1934

 For the transition period from to

 Commission File Number: 000-24379

 (Exact Name of registrant as specified in its Charter)

 Utah

 43-0976473

 (State or other Jurisdiction of Incorporation or organization)

 (I.R.S. Employer Identification No.)

 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)

 Securities registered pursuant to Section 12(b) of
the Act: None

 Securities registered pursuant to Section 12(g) of
the Act: Common Stock, par value $0.0001

 Indicate by check mark if the Registrant is a well-known seasoned issuer,
as defined in Rule 405 of the Securities Act. Yes [ ] No [X]

 Indicate by check mark if the Registrant is not required to file reports
pursuant to Section 13 or 15(d) of the Exchange Act. Yes [ ] No [X]

 Indicate by check mark whether the Registrant (1)
has filed all reports required to be filed by Section 13 or 15(d) of the 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.

 (1) Yes [X] No [ ] (2) 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 [ ]

 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 has filed a report on and
attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b)
of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. [X]

 If securities are registered pursuant to Section 12(b) of the Act, indicate
by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously
issued financial statements. [ ]

 Indicate by check mark whether any of those error corrections are restatements
that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant
recovery period pursuant to §240.10D-1(b). [ ]

 Indicate by check mark whether the Registrant is a
shell company (as defined in Rule 12b-2 of the Exchange Act).

 Yes [X] No [ ]

 State the aggregate market value of the voting and
non-voting common stock held by non-affiliates computed by reference to the price at which the common stock was last sold, or the average
bid and asked price of such common stock, as of the last business day of the Registrant's most recently completed second fiscal
quarter.

 The market value of the voting and non-voting common
stock is $ 49.17, based on 491,718 shares held by non-affiliates at the par value of $0.0001 per share on June 30, 2023. Due to the extremely
limited trading market for the Registrant's common stock, these shares have been arbitrarily valued at par value of $0.0001 per
share.

 Applicable Only to Registrants Involved in Bankruptcy
Proceedings During the Preceding Five Years

 Not applicable.

 Outstanding Shares

 As of March 20, 2024, the Registrant had 2,458,590
shares of common stock and no shares of preferred stock outstanding.

 Documents Incorporated by Reference

 See Part IV, Item 15.

 FORWARD LOOKING STATEMENTS

 In this Annual Report, references to "Atlantica, Inc.," "Atlantica,"
the "Company," "we," "us," "our" and words of similar import refer to Atlantica, Inc.,
the Registrant.

 This Annual Report contains certain forward-looking statements, and for
this purpose, any statements contained in this Annual Report that are not statements of historical fact may be deemed to be forward-looking
statements. Without limiting the foregoing, words such as "may," "will," "expect," "believe,"
"anticipate," "estimate" or "continue" or comparable terminology are intended to identify forward-looking
statements. These statements by their nature involve substantial risks and uncertainties, and actual results may differ materially depending
on a variety of factors, many of which are not within our control. These factors include but are not limited to economic conditions generally
and in the markets in which we may participate, competition within our chosen industry, technological advances and failure by us to successfully
develop business relationships.

 ITEM 1. BUSINESS

 Business Development

 Our Company was organized pursuant to the laws of the State of Utah on
March 3, 1938, under the name "Red Hills Mining Company," with an authorized capital of $20,000 divided into 2,000,000 shares
of common stock of a par value of $0.01 per share. Our Company was formed for the primary purpose of conducting the business of mining
in all of its branches.

 On February 5, 1953, we changed our name to "Allied
Oil and Minerals Company," with our primary purpose continuing to be mining.

 On January 8, 1971, we changed our name to "Community
Equities Corporation," we increased our authorized capital from $20,000 to $150,000, comprised of 15,000,000 at $.01 and our purpose
also changed to the business of real estate development. We discontinued the real estate development operations in 1990.

 Effective March 26, 1996, the corporate charter was
reinstated, and we changed our corporate name to "Atlantica, Inc."

 On March 13, 1998, we increased our authorized capital
from 15,000,000 shares of $.01 par value to 25,000,000 shares of $0.0001 par value common stock; and we authorized a reverse split of
one share for every 20 shares. We also authorized the issuance of 24,000,000 shares to Gregory Aurre, President and a director, for services
rendered and expenses paid. The Board also issued 25,000 shares each to Amerika Aurre, Vice President and a director and Gregory Aurre
III, Secretary and a director, for services rendered. We also adopted new Bylaws.

 On October 30, 2002, the Board of Directors resolved
to appoint new officers and directors since Gregory Aurre II, Gregory Aurre III and Amerika Aurre all resigned, in seriatim, from any
and all capacity as officers and directors. Thomas J. Howells was appointed as President and director, Terry Jenson as Vice President
and director and Travis T. Jenson as Secretary and director.

 On November 12, 2002, the 23,908,000 shares held by
Gregory Aurre II, were foreclosed on to satisfy debt in the amount of $80,000, owed to Duane S. Jenson. Mr. Jenson had personally
loaned Mr. Aurre the $80,000 which was secured solely by Mr. Aurre's shares of the Company. Subsequent to foreclosing
on the shares of Mr. Aurre's that were held by Mr. Jenson as security for the loan, Mr. Jenson elected to gift a
portion of those shares to his son, Travis T. Jenson, as well as to a business associate, Thomas J. Howells, and a long-time friend and
legal counsel, Leonard W. Burningham, Esq.

 On November 15, 2002, we were reinstated with the
State of Utah.

 On November 30, 2004, Thomas J. Howells resigned as
President and a director and Travis T. Jenson resigned as Secretary and a director. Shelley Goff and Duane S. Jenson were appointed as
Secretary and President, respectively. Mr. Jenson and Ms. Goff were also elected as directors.

 A copy of our Bylaws was attached to our Annual Report
for the year ended December 31, 2001, and is incorporated herein by reference. See Part IV, Item 15.

 A copy of our Articles of Incorporation, as amended,
was attached to our initial Registration Statement on Form 10-SB and is incorporated herein by reference. See Part IV, Item 15.

 On December 27, 2006, we filed a definitive Information
Statement with the Securities and Exchange Commission regarding a one-for-10 (1:10) pro rata reverse split of our outstanding common stock
(Proposal 1) and the adoption of Amended and Restated Articles of Incorporation (Proposal 2), to be voted upon at a special meeting of
our shareholders (the "Meeting"). The Information Statement that was mailed to our stockholders was accompanied by a Notice
of Special Meeting of Shareholders, both of which were mailed to our shareholders on or about January 5, 2007. Please see the Exhibit
Index, Part IV, Item 15, for a copy of the Definitive Information Statement, as filed on December 27, 2006, which is incorporated herein
by reference.

 These resolutions were unanimously adopted by our
Board of Directors. Duane S. Jenson, and his son, Travis T. Jenson, who, at that time, collectively, beneficially owned 16,000,683 shares
of our common stock or approximately 65.1% of our outstanding voting securities, agreed to and intended to vote in favor of the Proposals
at the Meeting. No other votes were required or necessary to adopt these Proposals.

 The Meeting was held at 4685 South Highland Drive,
#202, Salt Lake City, Utah, 84117, on January 26, 2007, at 11:00 o'clock a.m., Mountain Standard Time. Present at the Meeting was
Leonard W. Burningham, Esq., former counsel for the Company, Duane S. Jenson and Travis T. Jenson, representing 19,908,683 shares, or
approximately 81%, of the 24,581,458 shares of our outstanding voting securities at that time.

 All shares represented at the Meeting voted in favor
of both Proposals. The reverse split subsequently became effective on February 15, 2007. That stock split is reflected herein on a retroactive
basis.

 On June 29, 2007, pursuant to a Stock Purchase Agreement
among Mirabella Holdings, LLC, (the "Purchaser"), Duane S. Jenson, Travis T. Jenson, Thomas J. Howells, Leonard W. Burningham
(collectively with Duane S. Jenson, Travis T. Jenson and Thomas J. Howells, the "Sellers"), and Leonard W. Burningham, as
the representative of the Sellers, the Purchaser acquired from the Sellers a total of 1,966,872 shares of the Company's common stock
(the "Acquisition"), representing 80% of the Company's currently outstanding shares, for a purchase price of $525,000
in cash. Upon the closing of the Acquisition, Duane S. Jenson and Terry Jenson resigned as directors and executive officers, Shelley Goff
resigned as a director, retained her office as the Company's Secretary and was appointed the Company's Chief Financial Officer;
and Alan D. Gordon was appointed as the Company's President and Chief Executive Officer. In connection with the Acquisition and
effective July 16, 2007, Alan D. Gordon, Frederick G. Pierce, II and Richard F. Strup were elected as directors, and Duane S. Jenson,
Terry Jenson and Shelley Goff resigned as directors.

 In addition, pursuant to a Share Escrow and Reset Agreement (the "Reset
Agreement") entered into among the Purchaser, the Sellers' Representative, the Sellers, the Company and the escrow agent thereunder
contemporaneously with the Stock Purchase Agreement, the Sellers placed in escrow an additional 423,928 shares of the Company's
Common Stock then owned by them (the "Escrow Shares"), which at the time represented all but 70 of the remaining shares of
the Company's Common Stock owned by the Sellers. Pursuant to the Reset Agreement, if, during the five-year period following
June 29, 2007 (the "Acquisition Period"), the Company acquired one or more companies having a combined enterprise value of
at least $10 million (a "Threshold Acquisition"), the Escrow Shares would reset, at that time, to a number of newly-issued
shares of the Company's Common Stock that would represent (collectively with the 70 shares previously retained by the Sellers) 5%
of the Company's then fully-diluted Common Stock. If a Threshold Acquisition did not occur during the Acquisition Period, all of
the Escrow Shares would be released to the Sellers without any reissuance or adjustment in their amount.

 A Threshold Acquisition by the Company did not occur during the Acquisition
Period and, as a result, the Company subsequently received the required notice from the Sellers' Representative requesting the release
of the Escrow Shares to the Sellers in accordance with the terms of the Reset Agreement. Accordingly, on November 12, 2012, all of the
Escrow Shares were released to the Sellers without any reissuance or adjustment in their amount.

 See the 8-K Current Report dated June 29, 2007 and
filed with the Securities and Exchange Commission on July 3, 2007, and see the Schedule 14F-1 Information Statement filed with the Securities
and Exchange Commission on July 3, 2007 and mailed to our stockholders on or about July 5, 2007. See Part IV, Item 15 of this Report.

 Description of Business

 We are currently seeking potential assets, property or businesses to acquire,
in a business combination, by reorganization, merger or acquisition. We have had no material business operations since March 7, 1997.
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 operations through funding and/or the
acquisition or business combination with a "going concern" engaged in any industry selected. We are unable to predict the
time as to when and if we may actually participate in any specific business endeavor, and we will be unable to do so until we determine
any particular industry in which we may conduct business operations.

 We are not currently engaged in any substantive business activity except
the search for potential assets, property or businesses to acquire, and we have no current plans to engage in any other activity in the
foreseeable future unless and until we complete any such acquisition. In our present form, we are deemed to be a "shell company"
seeking to acquire or merge with a business or company. 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 may include all lawful businesses. We recognize that
the number of suitable potential business ventures that may be available to us will be extremely limited, and may be restricted to businesses
or entities that desire to become a publicly-held company while avoiding what many may deem to be the adverse factors related to an initial
public offering ("IPO") as a method of "going public." The most prevalent of these factors include the substantial
time requirements, legal and accounting costs, the inability to obtain an underwriter who is willing to publicly offer and sell securities
on behalf of the particular entity, the lack of or the inability to obtain the required financial statements for such an undertaking,
state limitations on the amount of dilution to public investors in comparison to the stockholders of any such entity, along with other
conditions or requirements imposed by various federal and state securities laws, rules and regulations and federal and state agencies
that implement them.

 Amendments to SEC Form 8-K regarding shell companies and transactions
with shell companies require the filing of all information about an acquired company that would have been required to have been filed
had any such company filed a Form 10 Registration Statement with the SEC, along with required audited, interim and proforma financial
statements, within four business days of the closing of any such transaction (Item 5.01(a)(8) of Form 8-K); and the recent amendments
to Rule 144 ("Rule 144") of the Securities Act of 1933, as amended (the "Securities Act") adopted by the SEC that
were effective on February 15, 2008, that limit the resale of most securities of shell companies until 12 months after the filing of such
information (the "Form 10 Information"), may eliminate many of the perceived advantages of going public transactions with
shell companies. These types of transactions are customarily referred to as "reverse" reorganizations or mergers in which
the acquired company's stockholders become the controlling stockholders in the acquiring company and the acquiring company becomes
the successor to the business operations of the acquired company. Regulations governing shell companies also deny the use of SEC Form
S-8 for the registration of securities and limit the use of SEC Form S-8 to a reorganized shell company until the expiration of 60
days from when any such entity is no longer considered to be a shell company. This prohibition could further restrict opportunities for
us to acquire companies that may already have stock option plans in place that cover numerous employees. In such instances, there may
be no exemption from registration for the issuance of securities in any business combination to these employees, thereby necessitating
the filing of a registration statement with the SEC to complete any such reorganization, and incurring the time and expenses that are
normally avoided by reverse reorganizations or mergers.

 Amendments to Rule 144, adopted by the SEC and effective on February 15,
2008, codify the SEC's 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. See the heading "Rule 144"
in Part II, Item 5, for a discussion of the general requirements of Rule 144 and the limitations of Rule 144 with respect to shell companies.

 Any of these types of business combination 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% or more of our outstanding voting securities; accordingly, investments in the private enterprise, if available, would be much more
favorable than any investment in 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. These
may include, but will not be limited to, as applicable, an analysis of the quality of the particular business or entity's management
and personnel; the anticipated acceptability of any new products or marketing concepts that any such business or company may have; the
merits of any such business's or company's technology or intellectual property; the present financial condition, projected
growth potential and available technical, financial and managerial resources; working capital, history of operations and future prospects;
the nature of present and expected competition; the quality and experience of any such business's or company's management
services and the depth of management; the business' or the company's potential for further research, development or exploration;
risk factors specifically related to the business's or company's operations; the potential for growth, expansion and profit;
the perceived public recognition or acceptance of products, or services offered and trademarks and name identification; and numerous other
factors that are difficult, if not impossible, to properly or accurately quantify or analyze, let alone describe or identify, without
referring to specific objective criteria of an identified business or company.

 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 business 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 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.

 We are unable to predict the time as to when and if we may actually participate
in any specific business endeavor or if at all. 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 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 of our securities or their affiliates. In this regard, see the description of our management
services agreement with Richland, Gordon & Company contained in Part III, Item 13 of this Report, and a copy of that agreement included
in Part IV, Item 15 of this Report, with respect to, among other things, certain cash fees that may be payable by us to Richland, Gordon
in connection with future financings and business combinations by us. 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.

 Although we currently have no plans to do so, depending on the nature and
extent of services rendered, we may compensate members of our management in the future for services that they may perform for us. Because
we currently have extremely limited resources, and we are unlikely to have any significant resources until we have determined a business
or enterprise to engage in or have completed a business combination, management expects that any such compensation would take the form
of an issuance of shares of our common stock to these persons; this would have the effect of further diluting the holdings of our other
stockholders. There are presently no preliminary agreements or understandings between us and members of our management respecting such
compensation. Any shares issued to members of our management would be required to be resold under an effective registration

 statement filed with the SEC or could not
be publicly sold until 12 months after we file the Form 10 information about the business combination with the SEC as required by SEC
Form 8-K. These provisions could further inhibit our ability to complete any business combination where finders or others who may be
subject to these resale limitations refuse to provide us with any introductions or to close any such transactions unless they are paid
requested fees in cash rather than our shares or unless we agree to file a registration statement with the SEC that includes any shares
that are to be issued to them, at no cost to them. These expenses could limit potential acquisition candidates, especially those in need
of cash resources, and could affect the number of shares that our stockholders retain following any such transaction, by reason of the
increased expense.

 Substantial fees are also often paid in connection with the completion
of all types of business combinations, ranging from a small amount to as much as $400,000 or more. These fees are usually divided among
promoters or founders or finders, 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 their shares of common stock or as consideration to them to provide an indemnification for all of our prior liabilities. Members of
management may also actively negotiate or otherwise consent to the purchase of all or any portion of their shares of common stock as a
condition to, or in connection with, a proposed business combination. 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 or shares are purchased, these requirements may become a factor in negotiations
regarding any business combination with us 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, Gordon
& Company contained in Part III, Item 13 of this Report, and a copy of that agreement included in Part IV, Item 15 of this Report,
with respect to, among other things, certain cash fees that may be payable by us to Richland, Gordon in connection with future financings
and business combinations by us.

 Atlantica, Inc. does not have a web site.

 Competitive Business Conditions and Our Competitive Position in the
Industry and Methods of Competition

 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. Competitors
also include thousands of other publicly-held companies whose business operations have proven unsuccessful, and whose only viable business
opportunity is that of providing a publicly-held vehicle through which a private entity may have access to the public capital markets
via a reverse reorganization or merger. There is no reasonable way to predict our competitive position or that of any other entity in
these endeavors; however, we, have limited assets and no cash reserves, will no doubt be at a competitive disadvantage in competing with
shell companies that have significant cash resources and have recent operating histories when compared with our lack of any substantive
operations for many years.

 Effect of Existing or Probable Governmental Regulations on our Business

 We are subject to the following regulations of the SEC and applicable securities
laws, rules and regulations:

 Smaller Reporting Company

 We are subject to the reporting requirements of Section 13 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and subject to the disclosure requirements of Regulation S-K of the
SEC, as a "smaller reporting company." That designation will relieve us of some of the informational requirements of Regulation
S-K applicable to larger companies.

 Sarbanes/Oxley
Act

 We are also subject to the Sarbanes/Oxley Act of 2002. The Sarbanes/Oxley
Act created a strong and independent accounting oversight board to oversee the conduct of auditors of public companies and strengthens
auditor independence. It also requires steps to enhance the direct responsibility of senior members of management for financial reporting
and for the quality of financial disclosures made by public companies; establishes clear statutory rules to limit, and to expose to public
view, possible conflicts of interest affecting securities analysts; creates guidelines for audit committee members' appointment,
compensation and oversight of the work of public companies' auditors; management's assessment of our internal controls; auditor
attestation to management's conclusions about internal controls; prohibits certain insider trading during pension fund blackout
periods; requires companies and auditors to evaluate internal controls and procedures; and establishes a federal crime of securities fraud,
among other provisions. Compliance with the requirements of the Sarbanes/Oxley Act has substantially increased our legal and accounting
costs.

 Exchange Act Reporting Requirements

 Section 14(a) of the Exchange Act requires all companies with securities
registered pursuant to Section 12(g) of the Exchange Act to comply with the rules and regulations of the SEC regarding proxy solicitations,
as outlined in Regulation 14A. Matters submitted to stockholders at special or annual meetings thereof or pursuant to a written consent
will require us to provide our stockholders with the information outlined in Schedules 14A or 14C of Regulation 14; preliminary copies
of this information must be submitted to the SEC at least 10 days prior to the date that definitive copies of this information are forwarded
to our stockholders.

 We are also required to file Annual Reports on SEC Form 10-K and Quarterly
Reports on SEC Form 10-Q with the SEC on a regular basis, and will be required to timely disclose certain material events (e.g., changes
in corporate control; acquisitions or dispositions of a significant amount of assets other than in the ordinary course of business; and
bankruptcy) in a Current Report on SEC Form 8-K.

 Emerging Growth Company

 We are an "emerging growth company" as defined in the Jumpstart
Our Business Startups Act of 2012, or "JOBS Act." As long as we remain an "emerging growth company," we may take
advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not an "emerging
growth company," like those applicable to a "smaller reporting company," including, but not limited to, a scaled down
description of our business in Securities and Exchange Commission filings; no requirements to include risk factors in Exchange Act filings;
no requirement to include certain selected financial data and supplementary financial information in Securities and Exchange Commission
filings; not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act; reduced disclosure
obligations regarding executive compensation in our periodic reports and proxy statements that we file under the Exchange Act; no requirement
for Sarbanes-Oxley Act Section 404(b) auditor attestations of internal control over financial reporting; and exemptions from the requirements
of holding an annual nonbinding advisory vote on executive compensation and seeking nonbinding stockholder approval of any golden parachute
payments not previously approved. We are also only required to file audited financial statements for the previous two fiscal years when
filing registration statements, together with reviewed financial statements of any applicable subsequent quarter.

 We may take advantage of these reporting exemptions until we are no longer
an "emerging growth company." We can remain an "emerging growth company" for up to five years. We would cease
to be an "emerging growth company" prior to such time if we have total annual gross revenues of $1 billion or more and when
we become a "larger accelerated filer," have a public float of $700 million or more or we issue more than $1 billion of non-convertible
debt over a three-year period.

 Under the JOBS Act, emerging growth companies can also delay adopting new
or revised accounting standards until such time as those standards apply to private companies. We have irrevocably elected not to avail
ourselves of this exemption from new or revised accounting standards and, therefore, will be subject to the same new or revised accounting
standards as other public companies that are not emerging growth companies.

 Number of Total Employees and Number of Full Time Employees

 We have no employees.

 ITEM 1A. RISK FACTORS

 As a smaller reporting company, we are not required to provide risk factors.

 ITEM 1B. UNRESOLVED STAFF COMMENTS

 There are no unresolved staff comments.

 ITEM 1C.
CYBERSECURITY.

 We are not currently engaged in any substantive business activity except
the search for potential assets, property or businesses to acquire, and we have no current plans to engage in any other activity in the
foreseeable future unless and until we complete any such acquisition. In our present form, we are deemed to be a "shell company"
seeking to acquire or merge with a business or company. Therefore, we do not consider that we face significant cybersecurity risk and
have not adopted any cybersecurity risk management program or formal processes for assessing cybersecurity risk. Our board of directors
is generally responsible for the oversight of risks from cybersecurity threats, if any. We have not encountered any cybersecurity incidents.
If and when we commence any operations, our board of directors will consider what they deem as a reasonable cybersecurity risk management
program or formal processes for assessing cybersecurity risk.

 ITEM 2: PROPERTIES

 Our Company has no assets, property or business; its
principal executive office address and telephone number are the office address and telephone number of Alan D. Gordon, who is our President
and a director and an affiliate of Mirabella Holdings, LLC (our current majority stockholder), which are provided at no cost to the Company.
See Part I, Item 1. Because the Company has had no business, its activities have been limited to keeping itself in good standing in the
State of Utah. These activities have consumed an insignificant amount of management's time; accordingly, the costs to Mr. Gordon
of providing the use of his office and telephone have been minimal.

 ITEM 3: LEGAL PROCEEDINGS

 We are not a party to any pending legal proceeding and, to the knowledge
of our management; no federal, state or local governmental agency is presently contemplating any proceeding against us. No director, executive
officer or affiliate of ours or owner of record or beneficially of more than 5% of our common stock is a party adverse to us or has a
material interest adverse to us in any proceeding.

 ITEM 4: MINE SAFETY DISCLOSURES

 None; not applicable.

 ITEM 5: MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 Market Information

 There is no "established trading market" for our shares of
common stock. Commencing on or about January 5, 2006, our shares of common stock were listed on the OTC Bulletin Board of the Financial
Industry Regulatory Authority, Inc. ("FINRA") under the symbol "AIAN"; we received a new symbol of "ATTC"
in conjunction with the reverse split as discussed under the caption "Business Development" herein. We applied for a symbol
change and were granted on October 14, 2013, the new symbol "ALDA." However, management does not expect any established trading
market to develop in our shares of common stock unless and until we have material operations. In any event, no assurance can be given
that any market for our common stock will develop or be maintained. If a public market ever develops in the future, the sale of shares
of our common stock that are deemed to be "restricted securities" pursuant to Rule 144 by members of management or others
may have a substantial adverse impact on any such market.

 Set forth below are the high and low closing bid prices for our common
stock for each quarter of 2023 and 2022. The bid prices for 2022 and 2021 were obtained from OTC Markets. All prices listed herein reflect
inter-dealer prices, without retail mark-up, mark-down or commissions and may not represent actual transactions.

 Closing Bid

 High

 Low

 January 1 - March 31, 2022

 3.00

 3.00

 April 1 - June 30, 2022

 2.25

 2.25

 July 1 - September 30, 2022

 2.15

 2.15

 October 1 - December 31, 2022

 1.91

 1.91

 January 1 - March 31, 2023

 1.99

 1.10

 April 1 - June 30, 2023

 1.10

 1.10

 July 1 - September 30, 2023

 1.10

 1.10

 October 1 - December 31, 2023

 1.10

 1.10

 Rule 144

 The following is a summary of the current requirements of Rule 144:

 Affiliate or Person Selling on Behalf of an Affiliate

 Non-Affiliate (and has not been an Affiliate During the Prior Three Months)

 Restricted Securities of Reporting Issuers

 During six-month holding period – no resales under Rule 144
 Permitted.

 After six-month holding period – may resell in accordance
 with all Rule 144 requirements including:

 Current public information,

 Volume limitations,

 Manner of sale requirements for equity
 securities, and

 Filing of Form 144.

 During six-month holding period – no resales under Rule 144
 permitted.

 After six-month holding period but before one year – unlimited
 public resales under Rule 144 except that the current public information requirement still applies.

 After one-year holding period – unlimited public resales under
 Rule 144; need not comply with any other Rule 144 requirements.

 Restricted Securities of Non-Reporting Issuers

 During one-year holding period – no resales under Rule 144
 permitted.

 After one-year holding period – may resell in accordance with
 all Rule 144 requirements including:

 Current public information,

 Volume limitations,

 Manner of sale requirements for equity
 securities, and

 Filing of Form 144.

 During one-year holding period – no resales under Rule 144
 permitted.

 After one-year holding period – unlimited public resales under
 Rule 144; need not comply with any other Rule 144 requirements.

 Shell Companies

 The following is an excerpt from Rule 144(i) regarding resales of securities
of shell companies:

 "(i) Unavailability to securities of issuers with no or
nominal operations and no or nominal non-cash assets.

 (1) This section
is not available for the resale of securities initially issued by an issuer defined below:

 (i) An issuer,
other than a business combination related shell company, as defined in §230.405, or an asset-backed issuer, as defined in Item 1101(b)
of Regulation AB (§229.1101(b) of this chapter), that has:

 (A) No or
nominal operations; and

 (B) Either:

 (1) No or
nominal assets;

 (2) Assets
consisting solely of cash and cash equivalents; or

 (3) Assets
consisting of any amount of cash and cash equivalents and nominal other assets; or

 (ii) An issuer
that has been at any time previously an issuer described in paragraph (i)(1)(i).

 (2) Notwithstanding
paragraph (i)(1), if the issuer of the securities previously had been an issuer described in paragraph (i)(1)(i) but has ceased to be
an issuer described in paragraph (i)(1)(i); is subject to the reporting requirements of section 13 or 15(d) of the Exchange Act; has filed
all reports and other materials required to be filed by section 13 or 15(d) of the Exchange Act, as applicable, during the preceding 12
months (or for such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports (§249.308
of this chapter); and has filed current "Form 10 information" with the SEC reflecting its status as an entity that is no longer
an issuer described in paragraph (i)(1)(i), then those securities may be sold subject to the requirements of this section after 12 months
have elapsed from the date that the issuer filed "Form 10 information" with the SEC.

 (3) The term
"Form 10 information" means the information that is required by Form 10 or Form 20-F (§249.220f of this chapter), as
applicable to the issuer of the securities, to register under the Exchange Act each class of securities being sold under this rule. The
issuer may provide the "Form 10 information" in any filing of the issuer with the SEC. The "Form 10 information"
is deemed filed when the initial filing is made with the SEC."

 Securities of a shell company cannot be publicly sold under Rule 144 in
the absence of compliance with this subparagraph.

 Section 4(1) of the Securities Act

 Since we are a shell company as defined in subparagraph (i) of Rule 144,
our shares of common stock that were issued while or after we became a shell company cannot be publicly resold under Rule 144 until we
comply with the requirements outlined above under the heading "Shell Companies." Until those requirements have been satisfied,
any resales of our shares of common stock must be made in compliance with the provisions of the exemption from registration under the
Securities Act provided in Section 4(1) thereof, applicable to persons other than "an issuer, underwriter or a dealer." That
will require that such shares of common stock be sold in "routine trading transactions," which would include compliance with
substantially all of the requirements of Rule 144, including the availability of "current public information" about us as
required by subparagraph (c) (1) or (c)(2) of Rule 144, regardless of the Rule's availability; and such resales may be limited to
our non-affiliates. It has been the position of the SEC that the Section 4(1) exemption is not available for the resale of any securities
of an issuer that is or was a shell company, by directors, executive officers, promoters or founders or their transferees. See NASD
Regulation, Inc., CCH Federal Securities Law Reporter, 1990-2000 Decisions, Paragraph No. 77,681, the so-called "Worm-Wulff
Letter." The current position of the SEC that is contained in Securities Act Release No. 33-8869, effective February 15, 2008, and
that codified the position of the SEC set forth in the Worm-Wulff Letter and revised Rule 144 as outlined above, is that Rule 144 now
defines what resales can be made under Section 4(1) of the Securities Act, and with limited exceptions, which are set forth in footnote
172 of that Release, shares of shell companies must be sold in compliance with Rule 144(i) that is quoted above.

 Holders

 We currently have 670 shareholders, not including
an indeterminate number who may hold shares in "street name."

 Dividends

 We have not declared any cash dividends with respect to our common stock,
and do not intend to declare dividends in the foreseeable future. Our future dividend policy cannot be ascertained with any certainty,
and if and until we determine to engage in any business or we complete any acquisition, reorganization or merger, no such policy will
be formulated. There are currently no material restrictions limiting, or that are likely to limit, our ability to pay dividends on our
securities.

 Recent Sales of Unregistered Securities; Use of Proceeds from Registered
Securities

 We have had no recent sales of restricted securities.

 Use of Proceeds of Registered Securities

 There were no proceeds received during the calendar
year ended December 31, 2023, from the sale of registered securities.

 Purchases of Equity Securities by Us and Affiliated
Purchasers

 During the last three fiscal years, there were no
purchases of any equity securities of ours by us or any person on our behalf; nor were there any purchases of our equity securities by
any affiliate of ours during the last three fiscal years.

 ITEM 6: [RESERVED]

 ITEM 7: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

 Forward-looking Statements

 Statements made in this Annual 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) commence such operations through funding and/or the acquisition of a "going concern" engaged in any industry selected.

 During the next 12 months, our only foreseeable cash requirements will
relate to maintaining our good standing; the payment of our SEC reporting filing expenses, including associated legal and accounting fees;
costs incident to reviewing or investigating any potential business venture; and maintaining our good standing as a corporation in our
state of incorporation. We anticipate that these funds will be provided to us in the form of loans from Mirabella Holdings, LLC ("Mirabella"),
our majority shareholder, although Mirabella is under no obligation to provide any such loans in the future. 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 this Report, and a copy of that note included in Part IV, Item 15 of
this Report.

 Liquidity and Capital Resources

 We have no current cash resources.

 The Company is relying on its principal shareholder
to pay all of its operating and other expenses until it can complete a reorganization or merger. While the Company's principal stockholder
currently pays the Company's limited operating and other expenses, on the Company's behalf, that principal stockholder is not obligated
to pay any of those expenses and the Company can provide no assurance that such stockholder will continue to pay any of those expenses
in the future. This stockholder paid a total of $32,126 in expenses for the Company in the year ended December 31, 2023, increasing the
aggregate principal amount of a demand note held by this stockholder to $713,653, plus accrued interest of $951,413, as of December 31,
2023.

 Results of Operations

 Year Ended December 31, 2023, Compared to Year Ended
December 31, 2022

 Other than maintaining its good corporate standing
in the State of Utah, compromising and settling its debts and seeking the acquisition of assets, properties or businesses that may benefit
the Company and its stockholders, the Company has had no material business operations in the two most recent calendar years.

 At December 31, 2023 and 2022, the Company had $0
in assets. See the Financial Statements and Supplementary Data, Item 8 of this Annual Report.

 During the period ended December 31, 2023, the Company
had a net loss of $378,946, resulting from operations, as compared to a net loss of $1,494,848 for the same period ended December 31,
2022. Primarily all of these losses are the result of attorney's fees, accounting fees and management fees. See the Financial Statements
and Supplementary Data, Item 8 of this Report.

 During calendar 2023, expenses were paid by Mirabella,
a majority stockholder of the Company, in the aggregate amount of $32,126, and during calendar 2022 expenses were also paid by Mirabella
in the aggregate amount of $64,478. The aggregate principal amount of $713,653 plus accrued interest of $951,413 outstanding as of December
31, 2023 on the loans provided to us by Mirabella, which includes the $1,275 of expenses paid by Mirabella during 2007 that were not converted
into a capital contribution, is unsecured, bears interest at the rate of 10% per annum, compounded quarterly, and is due and payable to
Mirabella on demand. See the description of our demand promissory note issued to Mirabella contained in Part III, Item 13 of this Report,
and a copy of that note included in Part IV, Item 15 of this Report.

 While Mirabella currently pays our limited operating
and other expenses on our behalf, Mirabella is not obligated to pay any of those expenses, and we can provide no assurance that Mirabella
will continue to pay any of those expenses in the future.

 Off-Balance Sheet Arrangements

 We had no Off-Balance Sheet arrangements of any kind
for the year ended December 31, 2023.

 ITEM 7A: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 Not required for smaller reporting companies.

 ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 FINANCIAL STATEMENTS

 December 31, 2023 and 2022

 C O N T E N T S

 Report of Independent Registered Public Accounting Firm

 Balance Sheets

 Statements of Operations

 Statements of Stockholders' Equity (Deficit)

 Statements of Cash Flows

 21-25

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM

 To the Board of Directors and

Stockholders of Atlantica, Inc.

 Opinion on the Financial Statements

 We have audited the accompanying balance sheets
of Atlantica, Inc. (the Company) as of December 31, 2023 and 2022, and the related statements of operations, stockholders' equity
(deficit), and cash flows for each of the years in the two-year period ended December 31, 2023, and the related notes (collectively referred
to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position
of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the years in the two-year
period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

 Consideration of the Company's Ability
to Continue as a Going Concern

 The accompanying financial statements have been
prepared assuming the Company will continue as a going concern. As described in Note 2 to the financial statements, the Company has recurring
losses, negative working capital, and negative cash flows from operations. These factors raise substantial doubt about the Company's
ability to continue as a going concern. Management's plan in regard to these matters are also described in Note 2 to the financial
statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. If the Company
is unable to obtain financing, there could be a material adverse effect on the Company.

 Basis for Opinion

 These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our
audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.

 We conducted our audits in accordance with the
standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged
to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding
of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company's
internal control over financial reporting. Accordingly, we express no such opinion.

 Our audits included performing procedures to
assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond
to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating
the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 /s/
Haynie & Company

 Haynie
& Company

 Salt
Lake City Utah

 M arc h
20, 2024

 PCAOB ID Number 457

 We
have served as the Company's auditor since 2016.

 Balance Sheets

 December 31, 2022

 ASSETS

 CURRENT ASSETS

 Cash

 $

 -

 $

 -

 Total Current Assets

 -

 -

 Total Assets

 $

 -

 $

 -

 CURRENT LIABILITIES

 Accounts Payable

 $

 1,654,146

 $

 1,591,151

 Accounts Payable - Related Parties

 1,933,948

 1,803,339

 Note Payable - Related Parties

 713,653

 681,527

 Interest Payable – Related Parties

 951,413

 798,197

 Total Current Liabilities

 5,253,160

 4,874,214

 Total Liabilities

 5,253,160

 4,874,214

 Commitments and Contingencies

 -

 -

 STOCKHOLDERS' EQUITY (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

 Additional Paid-in Capital

 Accumulated Deficit

 ( 5,378,862)

 ( 4,999,916)

 Total Stockholders' Equity (Deficit)

 ( 5,253,160)

 ( 4,874,214)

 Total Liabilities and Stockholders' Equity (Deficit)

 $

 -

 $

 -

 The accompanying notes are an integral part of these
financial statements.

 Statements of Operations

 For the year ended December 31, 2023

 For
 the year

 ended December 31, 2022

 REVENUES

 $

 -

 $

 -

 EXPENSES

 General and administrative

 225,730

 1,359,393

 Total expenses

 225,730

 1,359,393

 OTHER EXPENSE

 Interest expense

 ( 153,216)

 ( 135,455)

 Total other expense

 ( 153,216)

 ( 135,455)

 NET LOSS

 $

 ( 378,946)

 $

 ( 1,494,848)

 BASIC AND DILUTED LOSS PER SHARE

 $

 ( 0.15)

 $

 ( 0.61)

 WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING

 The accompanying notes are an integral part of these
financial statements.

 Statements of Stockholders' Equity (Deficit)

 Common Shares

 Common Stock Amount

 Additional Paid-in Capital

 Accumulated Deficit

 Total

 Balance, December 31, 2021

 $

 $

 $

 ( 3,505,068)

 $

 ( 3,379,366)

 Net loss for the year ended December 31, 2022

 -

 -

 -

 ( 1,494,848)

 ( 1,494,848)

 Balance, December 31, 2022

 $

 $

 $

 ( 4,999,916)

 $

 ( 4,874,214)

 Net loss for the year ended December 31, 2023

 -

 -

 -

 ( 378,946)

 ( 378,946)

 Balance, December 31, 2023

 $

 $

 $

 ( 5,378,867)

 $

 ( 5,253,160)

 The accompanying
notes are an integral part of these financial statements.

 Statements of Cash Flows

 For the year ended December 31, 2023

 For the year ended December 31, 2022

 CASH FLOWS FROM OPERATING ACTIVITIES

 Net Loss

 $

 ( 378,946)

 $

 ( 1,494,848)

 Adjustments to reconcile net (loss) to net cash

 used by operating activities:

 Changes in operating assets and liabilities:

 Increase in accounts payable and accounts payable

 related party

 193,604

 1,294,915

 Increase in accrued interest

 153,216

 135,455

 Net Cash Used By Operating Activities

 ( 32,126)

 ( 64,478)

 CASH FLOWS FROM INVESTING ACTIVITIES

 -

 -

 CASH FLOWS FROM FINANCING ACTIVITIES

 Proceeds from note payable - related party

 32,126

 64,478

 Net Cash Provided by Financing Activities

 32,126

 64,478

 NET INCREASE (DECREASE) IN CASH

 -

 -

 CASH AT BEGINNING OF YEAR

 -

 -

 CASH AT END OF YEAR

 $

 -

 $

 -

 CASH PAID FOR:

 Interest

 $

 -

 $

 -

 Taxes

 $

 -

 $

 -

 The accompanying notes are an integral part of these
financial statements.

 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 accounting principles generally accepted in the United States of America 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. 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. 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 preparations 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 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 e. Income Taxes

 The Company utilizes an asset and liability approach
for financial accounting and reporting for income taxes. Deferred income taxes are provided for temporary differences in the bases of
assets and liabilities as reported for financial statement and income tax purposes.

 Due to the change in ownership provisions of the Tax
Reform Act of 1986, net operating loss carry-forwards for Federal income tax reporting purposes are subject to annual limitations. Should
a change in ownership occur, net operating loss carry-forwards may be limited as to use in the future.

 Deferred income taxes are provided using the liability method whereby deferred
tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities
are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and
liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more
likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted
for the effects of the changes in tax laws and rates of the date of enactment.

 When tax returns are filed, it is highly certain that some positions taken
would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position
taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements
in the period during which, based on all available evidence, management believes it is more likely than not that the position will be
sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or
aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount
of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion
of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for
unrecognized tax benefits in the accompanying balance sheet along with any associated interest and penalties that would be payable to
the taxing authorities upon examination.

 Interest and penalties associated with unrecognized tax benefits are classified
as operating expenses in the statement of income.

 f. Basic Loss Per Share

 The computation of basic (loss) per share of common
stock is based on the weighted average number of shares outstanding during the period.

 December 31, 2022

 Income (Numerator)

 $( 378,946)

 $( 1,494,848)

 Shares (Denominator)

 Per Share Amount

 $( 0.15)

 $( 0.61)

 NOTE 1 - SUMMARY OF SIGNFICANT 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.

 h. Recent Accounting Pronouncements

 The Company has reviewed all other recently issued, but not yet adopted,
accounting standards in order to determine their effects, if any, on its results of operation, financial position or cash flows. Based
on that review, the Company believes that none of these pronouncements will have a significant effect on its financial statements.

 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 operation costs. In addition, the Company has no assets, a working capital deficit and accumulated losses. This raises substantial
doubt about its ability to continue as a going concern. The Company is seeking the acquisition of, or merger with, an existing operating
company. The financial statements do not include any adjustments relating to the recoverability and classification of assets or the amounts
and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

 The Company is relying on its principal shareholder
to pay all of its operating and other expenses until it can complete a reorganization or merger. While the Company's principal stockholder
currently pays the Company's limited operating and other expenses, on the Company's behalf, that principal stockholder is not obligated
to pay any of those expenses and the Company can provide no assurance that such stockholder will continue to pay any of those expenses
in the future. This stockholder paid a total of $ 32,126 in expenses for the Company in the year ended December 31, 2023, increasing the
aggregate principal amount of a demand note held by this stockholder to $ 713,653, plus accrued interest of $ 951,413, as of December 31,
2023.

 NOTE 3 - INCOME TAXES

 Deferred taxes are provided on a liability method
whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred
tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts
of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management,
it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities
are adjusted for the effects of changes in tax laws and rates on the date of enactment.

 The Tax Cuts and Jobs Act was enacted on December
22, 2017, which reduced the U.S. corporate statutory tax rate from 35% to 21% beginning on January 1, 2018. We used 26 % as an effective
tax rate.

 NOTE 3 - INCOME TAXES (Continued)

 Net deferred tax liabilities consist of the following
components as of December 31, 2023 and 2022:

 2023

 2022

 Deferred tax assets

 NOL Carryforward

 $

 616,300

 $

 591,500

 Related Party Accruals

 750,194

 676,399

 Deferred tax liabilities

 Valuation allowance

 ( 1,366,494)

 ( 1,267,899)

 Net deferred tax asset

 $

 -

 $

 -

 The income tax provision differs from the amount of
income tax determined by applying the U.S. federal income tax rate to pretax income from continuing operations for the years ended December
31, 2023 and 2022 due to the following:

 2023

 2022

 Book Income (Loss)

 $

 ( 79,600)

 $

 ( 313,900)

 Related Party Payable

 $

 59,600

 $

 53,646

 Change in Valuation allowance

 20,000

 260,264

 $

 -

 $

 -

 At December 31, 2023, the Company had net operating
loss carryforwards of $ 2,370,000 that may be offset against future taxable income from the
year 2024 through 2043. No tax benefit has been reported in the December 31, 2023 financial statements since the potential tax benefit
is offset by a valuation allowance of the same amount.

 Due to the change in ownership provisions of the Tax
Reform Act of 1986, net operating loss carryforwards for Federal income tax reporting purposes are subject to annual limitations. Should
a change in ownership occur, net operating loss carryforwards may be limited as to use in future years.

 The Company files income tax returns in the U.S. federal jurisdiction,
and the state of Utah jurisdiction. The Company is subject to U.S. federal, state and local income tax examinations by tax authorities
for years 2019 through 2023.

 NOTE 4 – COMMON STOCK

 On January 26, 2007, the majority stockholders of
the Company voted in favor of amending and restating the Company's Articles of Incorporation to change the total number of shares
which the corporation shall be authorized to issue to 60,000,000 shares of capital stock, such total number of shares shall consist of
 50,000,000 shares of $ 0.0001 par value common voting stock and 10,000,000 shares of preferred stock, having a par value of $ 0.0001 per
share.

 NOTE 5 - 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. Expenses of $ 32,126 were
paid during the year ended December 31, 2023. The accrued interest related to the outstanding loans was $ 951,413
 as of December 31, 2023, and $ 798,197 as of
December 31, 2022. 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 were made during the year ended December 31, 2023. Accrued interest for the year ended December 31,
2007 was immaterial and has been accrued in each of the years ended December 31, 2008 through December 31, 2023. The note was issued
by the Company on April 29, 2009 and covers all loans made by Mirabella Holdings, LLC to the Company since November 6, 2007, as well
as all loans made since that date and any such loans that may be made by Mirabella Holdings, LLC in the future. A copy of the note was
filed as an exhibit to our Annual Report for the year ended December 31, 2008; see Part IV, Item 15 of this Report.

 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, 2023, 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.

 A copy of the Management Services Agreement was filed as an exhibit to
our Annual Report for the year ended December 31, 2008; see Part IV, Item 15 of this Report.

 NOTE 6 – 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 events to disclose.

 ITEM 9: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE

 None; not applicable.

 ITEM 9A: CONTROLS AND PROCEDURES

 Our management, with the participation of our principal executive and principal
financial officer, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Annual
Report. Based on that evaluation, our President and CFO, concluded that our disclosure controls and procedures as of the end of the period
covered by the Annual Report were effective and that the information required to be disclosed by us in reports filed under the Exchange
Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and (ii)
accumulated and communicated to our management, including our President and our CFO, as appropriate to allow timely decisions regarding
disclosure. A controls system cannot provide absolute assurance, however, that the objectives of the controls system are met, and no evaluation
of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

 Management's Annual Report on Internal Control
Over Financial Reporting

 Our management is responsible for establishing and maintaining adequate
internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Our internal control over financial reporting
is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes of accounting principles generally accepted in the United States.

 Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance
of achieving their control objectives.

 Our management, with the participation of the President and our CFO, evaluated
the effectiveness of our internal controls over financial reporting as of December 31, 2023. In making this assessment, management used
the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in Internal Control
– Integrated Framework. Based on this evaluation, our management, with the participation of the President and CFO, concluded that,
as of December 31, 2023, our internal controls over financial reporting were effective.

 This Annual Report does not include an attestation report of our registered
public accounting firm regarding our internal controls over financial reporting. Management's report was not subject to attestation
by our registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management's report
in this Annual Report.

 Changes in Internal Control Over Financial Reporting

 There have been no changes in internal control over
financial reporting.

 ITEM 9B: OTHER INFORMATION

 During the fiscal year ended December 31, 2023,
none of the Company's directors or executive officers adopted, modified or terminated any contract, instruction or written
plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule
10b5-1(c) or any "non-Rule 10b5-1 trading arrangement," as defined in Item 408 of Regulation S-K.

 ITEM 9C: DISCLOSURE REGARDING FOREIGN JURISDICTIONS
THAT PREVENT INSPECTIONS

 Not applicable.

 ITEM 10: DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

 Identification of Directors and Executive Officers

 Our executive officers and directors and their respective
ages, positions and biographical information are set forth below.

 Name

 Positions Held

 Date of Election or Designation

 Date of Resignation

 President and

 Chief Executive Officer

 6/29/07

 *

 7/16/07

 *

 Shelley Goff

 Secretary

 11/30/04

 11/9/12

 Chief Financial Officer

 6/29/07

 11/9/12

 Secretary

 2/11/13

 *

 Chief Financial Officer

 2/11/13

 *

 Frederick G. Pierce, II

 7/16/07

 *

 Daniel B. Zwirn

 2/11/13

 *

 * These persons presently serve
in the capacities indicated.

 Background and Business Experience

 Alan D. Gordon. Mr. Gordon is 68 years of age. Mr. Gordon has served
as the Chairman and Chief Executive Officer of Richland, Gordon & Company, a private investment firm, since 1983.

 Shelley Goff, Secretary and Chief Financial
Officer, is 63 years of age. Ms. Goff graduated from the University of Utah in 1992 with a B.S. in Finance. Ms. Goff has been the sole
proprietor of The Financial Organizer since 1990 and prepares documents for filing with the Securities and Exchange Commission for public
companies on EDGAR.

 Frederick G. Pierce, II. Mr. Pierce is 69 years of age. Mr. Pierce
has been a private investor in real estate and private equity for the past five years.

 Daniel B. Zwirn. Mr. Zwirn is 52 years
of age. Mr. Zwirn has, since August 2015, served as Chief Executive Officer and Chief Investment Officer of Arena Investors, LP,
an investment management firm, and Arena Finance Company, a commercial finance business. From May 2009 to August 2015, he served as Managing
Member of Zwirn Family Interests, a private investment firm. From 2001 through May 2009, he founded and managed the business of D.B. Zwirn
& Co. ("DBZ"), a private investment firm of which he was Managing Partner and Chief Investment Officer. Through
its ongoing, normal operations, DBZ managed up to $6 billion of equity capital and approximately $12 billion of assets.

 Director Compensation

 Our Directors do not receive any compensation for their services in such
capacities.

 Significant Employees

 We do not employ any non-officers who are expected to make a significant
contribution to its business.

 Family Relationships

 There are no family relationships between any of our officers or directors.

 Involvement in Other Public Companies Registered Under the Exchange
Act

 None of our officers or directors currently serve on the Board of Directors
of any other public company.

 Involvement in Certain Legal Proceedings

 During the past five years, no present or former director, executive officer
or person nominated to become a director or an executive officer of ours:

 (1) was a general partner or executive officer of any business against
which any bankruptcy petition was filed, either at the time of the bankruptcy or two years prior to that time;

 (2) was convicted in a criminal proceeding or named subject to a pending
criminal proceeding (excluding traffic violations and other minor offenses);

 (3) was subject to any order, judgment or decree, not subsequently reversed,
suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting
his involvement in any type of business, securities or banking activities; or

 (4) was found by a court of competent jurisdiction (in a civil action),
the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment
has not been reversed, suspended or vacated.

 Promoters and control person.

 See the heading "Transactions with Related Persons" below.

 Compliance With Section 16(a) of the Exchange Act

 Our shares of common stock are registered under the Exchange Act, and therefore
our officers, directors and holders of more than 10% of our outstanding shares are subject to the provisions of Section 16(a) which requires
them to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and our other equity securities.
Officers, directors and greater than 10% beneficial owners are required by SEC regulations to furnish us with copies of all Section 16(a)
reports they file. Based solely on our review of the copies of reports that we received and written representations that no other reports
were required, we believe that our executive officers, directors and greater than 10% stockholders complied with all applicable filing
requirements on a timely basis during 2023.

 Code of Ethics

 The Company adopted a Code of Ethics that was filed
as an exhibit 14 to our Annual Report for the year ended December 31, 2001 and is incorporated herein by reference. See Part IV, Item
15 of this report.

 Corporate Governance

 Nominating Committee

 We have not established a Nominating Committee because of our limited operations;
and because we have only three directors and two executive officers, we believe that we are able to effectively manage the issues normally
considered by a Nominating Committee. Following the entry into any business combination or the completion of any acquisition, merger or
reorganization, a further review of this issue will no doubt be necessitated and undertaken by management.

 Audit Committee

 We have not established an Audit Committee because of our limited operations;
and because we have only three directors and two executive officers, we believe that we are able to effectively manage the issues normally
considered by an Audit Committee. Following the entry into any business combination or the completion of any acquisition, merger or reorganization,
a further review of this issue will no doubt be necessitated and undertaken by management.

 ITEM 11: EXECUTIVE COMPENSATION

 SUMMARY COMPENSATION TABLE

 Name and Principal Position(1)

 Year

 Salary

 ($)

 Bonus

 ($)

 Fees Earned or Paid In Cash

 ($)

 Stock Awards

 ($)

 Option Awards

 ($)

 Non-

 Equity

 Incentive

 Plan

 Compensation

 Earnings

 ($)

 Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)

 All

 Other

 Compen-

 sation

 ($)

 Total Compensations

 ($)

 (a)

 (b)

 (c)

 (d)

 (e)

 (f)

 (g)

 (h)

 (i)

 (j)

 12/31/23

 President and Chief

 12/31/22

 Executive Officer

 12/31/21

 (1)
 No disclosure is required to be made for the Company's Chief Financial
Officer as her total compensation was less than $100,000 in each of the years ended December 31, 2021, 2022 and 2023.

 (2)
 Represents the total amount of management fees payable by the Company to
Richland, Gordon & Company during the years ended December 31, 2021, 2022 and 2023 pursuant to Richland's Management Services Agreement
with the Company dated April 29, 2009, all of which fees were accrued and not paid by the Company. Those accrued fees, along with any
other management fees that may subsequently accrue under the Management Services Agreement, are due and payable to Richland upon the Company's
completion of its initial acquisition or financing that occurs subsequent to the date of that agreement. Richland, Gordon & Company
is a private investment firm beneficially owned by Alan D. Gordon. See Part III, Item 13 of this Report for a description of the Management
Services Agreement.

 Outstanding Equity Awards at Fiscal Year-End

 Option Awards

 Stock Awards

 Name(1)

 Number of Securities Underlying Unexercised Options (#) Exercisable

 Number of Securities underlying Unexercised Options (#) Unexercisable

 Equity Incentive Plan Awards Number of Securities Underlying Unexercised Unearned Options (#)

 Option Exercise Price

 ($)

 Option Expiration Date

 Number of Shares or Units of Stock That Have Not Vested (#)

 Market Value of Shares or Units of Stock That Have Not Vested

 ($)

 Equity Incentive Plan Awards: Number of Unearned Shares, Vested Units or Other Rights That Have Not Vested (#)

 Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)

 (a)

 (b)

 (c)

 (d)

 (e)

 (f)

 (g)

 (h)

 (i)

 (j)

 None

 None

 None

 None

 None

 None

 None

 None

 None

 ITEM 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS

 Security Ownership of Certain Beneficial Owners

 The following table sets forth the shareholdings of
those persons who own more than five percent of our Company's common stock as of December 31, 2023, and to the date hereof:

 Ownership of Principal Shareholders

 Principal Shareholders

 Address

 Number of Shares of

Common Stock

 Percent of Shares

of Common

Stock (1)

 Alan D. Gordon, President and Chief Executive Officer(2)

 11450 SE Dixie Highway

 Hobe Sound, Florida 33455

 2,390,800

 (2)

 97.2%

 (1)
 For purposes of this calculation, the number of shares of common stock outstanding is 2,458,590.

 (2)
 Includes 2,390,800 shares owned by Mirabella Holdings, LLC, a Delaware limited liability company owned by the Alan D. Gordon GS Trust.
Mr. Gordon is the trustee of the Alan D. Gordon GS Trust and in such capacity may be deemed to have voting and dispositive power over
the shares owned by Mirabella Holdings, LLC.

 Security Ownership of Management

 The following table sets forth the share holdings
of our Company's directors and executive officers as of December 31, 2023, and to the date hereof:

 Directors and Named Executive Officers

 Number of Shares of

Common Stock

 Percent of Shares

of Common

Stock (1)

 Alan D. Gordon, President and Chief Executive Officer, Director(2)

 2,390,800

 (2)

 97.2%

 Shelley Goff, Chief Financial Officer, Principal Accounting Officer and Secretary

 0.0%

 Fredrick G. Pierce II, Director

 0.0%

 Daniel B. Zwirn, Director

 0.0%

 All current directors and executive officers as a group (4 persons)

 2,390,800

 97.2%

 (1)
 For purposes of this calculation, the number of shares of common stock outstanding was 2,458,590.

 (2)
 Includes 2,390,800 shares owned by Mirabella Holdings, LLC, a Delaware limited liability company owned by the Alan D. Gordon GS Trust.
Mr. Gordon is the trustee of the Alan D. Gordon GS Trust and in such capacity may be deemed to have voting and dispositive power over
the shares owned by Mirabella Holdings, LLC.

 Changes in Control

 There are no present arrangements or pledges of our securities which may
result in a change in control of us.

 Securities Authorized for Issuance under Equity Compensation Plans

 Equity Compensation Plan Information

 Plan Category

 Number of Securities to be issued upon exercise of outstanding options, warrants and rights

 Weighted-average exercise price of outstanding options, warrants and rights

 Number of securities remaining available for future issuance under equity compensation plans excluding securities reflected in column (a)

 (a)

 (b)

 (c)

 Equity compensation plans approved by security holders

 None

 None

 None

 Equity compensation plans not approved by security holders

 None

 None

 None

 Total

 None

 None

 None

 ITEM 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTORS
INDEPENDENCE

 Transactions with Related Persons

 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 by shareholders
totaling $713,653 at December 31, 2023. Expenses of $32,126 were paid during the year ended December 31, 2023. The accrued interest related
to the outstanding loans was $951,413 as of December 31, 2023, and $798,197 as of December 31, 2022. 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 were made during
the year ended December 31, 2023. Accrued interest for the year ended December 31, 2007 was immaterial and has been accrued in each of
the years ended December 31, 2008 through December 31, 2023. The note was issued by the Company on April 29, 2009 and covers all loans
made by Mirabella Holdings, LLC to the Company since November 6, 2007, as well as all loans made since that date and any such loans that
may be made by Mirabella Holdings, LLC in the future. A copy of the note was filed as an exhibit to our Annual Report for the year ended
December 31, 2008; see Part IV, Item 15 of this Report.

 Pursuant to the Management Services Agreement (the "Management Services
Agreement") with Richland, Gordon & Company ("Richland"), we accrued management fees payable to Richland totaling
$120,000 during the year ended December 31, 2023, 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.

 A copy of the Management Services Agreement was filed as an exhibit to
our Annual Report for the year ended December 31, 2008; see Part IV, Item 15 of this Report.

 Other than the transactions pursuant to the Mirabella
Loans and the Management Services Agreement, there were no other material transactions, or series of similar transactions, during our
Company's last fiscal year, or any currently proposed transactions, or series of similar transactions, to which our Company or any
of our subsidiaries was or is to be a party, in which the amount involved exceeded the lesser of $120,000 or one percent of the average
of the small business issuer's total assets at year-end for the last three completed fiscal years and in which any director, executive
officer or any security holder who is known to us to own of record or beneficially more than five percent of any class of our common stock,
or any member of the immediate family of any of the foregoing persons, had an interest.

 Promoters and Certain Control Persons

 See the heading "Transactions with Related Persons" above.

 Parents of the Smaller Reporting Company

 We have no parents.

 Director Independence

 Currently two of our three directors satisfy the independence
requirements of the New York Stock Exchange's listing standards. Alan Gordon is not considered independent because of, among other
things, his position as President and Chief Executive Officer of the Company.

 ITEM 14: PRINCIPAL ACCOUNTANT FEES AND SERVICES

 The following is a summary of the fees billed to us by our principal accountants
during the fiscal years ended December 31, 2023, and 2022:

 Fee Category

 2023

 2022

 Audit Fees

 $

 24,250

 $

 22,500

 Audit-related Fees

 -

 -

 Tax Fees

 1,500

 1,550

 All Other Fees

 -

 -

 Total Fees

 $

 25,750

 $

 24,050

 Audit Fees - Consists of fees for professional
services rendered by our principal accountants for the audit of our annual financial statements and review of the financial statements
included in our Forms 10-Q or services that are normally provided by our principal accountants in connection with statutory and regulatory
filings or engagements.

 Audit-related Fees - Consists of fees for assurance
and related services by our principal accountants that are reasonably related to the performance of the audit or review of our financial
statements and are not reported under "Audit fees."

 Tax Fees - Consists of fees for professional
services rendered by our principal accountants for tax compliance, tax advice and tax planning.

 All Other Fees - Consists of fees for products
and services provided by our principal accountants, other than the services reported under "Audit fees," "Audit-related
fees," and "Tax fees" above.

 Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit
Services of Independent Auditors

 We have not adopted an Audit Committee; therefore, there is no Audit Committee
policy in this regard. However, we do require approval in advance of the performance of professional services to be provided to us by
our principal accountant. Additionally, all services rendered by our principal accountant are performed pursuant to a written engagement
letter between us and the principal accountant.

 ITEM 15: EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 (a)(1)(2) Financial Statements. See the audited
financial statements for the year ended December 31, 2023 contained in Item 8 above which are incorporated herein by this reference.

 (a)(3) Exhibits. The
following exhibits are filed as part of this Annual Report:

 Exhibit No. Description of Exhibits

 2.1
 Stock Purchase Agreement, dated as of June 29, 2007, among Mirabella Holdings, LLC, Duane S. Jenson, Travis T. Jenson, Thomas J. Howells,
Leonard

 W. Burningham, and Leonard W. Burningham,
as the representative of the sellers thereunder (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K report, filed
on July 3, 2007).

 3.1
 Articles of Incorporation of the Company (incorporated herein by reference to Exhibits 99.B and 99.C to the Company's Form 10-SB
Registration Statement, filed on June 3, 1998, as amended).

 3.2
 Amended Articles of Incorporation of the Company (incorporated by reference to the Company's DEF 14C Definitive Information
Statement, filed on or about December 27, 2006).

 3.3
 By-Laws of the Company (incorporated by reference to Exhibit 3 of the Company's Form 10-KSB Annual Report for the year ended
December 31, 2001, filed on June 28, 2005).

 4.1
 Description of securities.

 10.1
 Escrow Agreement, dated as of June 29, 2007, among Mirabella Holdings, LLC, Leonard W. Burningham, as the representative of the sellers
and the escrow agent thereunder (incorporated by reference to Exhibit 10.2 to the Company's Form 8-K report, filed on July 3, 2007).

 10.2
 Share Escrow and Reset Agreement, dated as of June 29, 2007, among Mirabella Holdings, LLC, Duane S. Jenson, Travis T. Jenson, Thomas
J. Howells, Leonard W. Burningham, Leonard W. Burningham, as the representative of the sellers, the Company and the escrow agent thereunder
(incorporated by reference to Exhibit 10.3 to the Company's Form 8-K report, filed on July 3, 2007).

 10.3
 Management Services Agreement, dated April 29, 2009, between Atlantica, Inc. and Richland, Gordon & Company (incorporated by reference
to Exhibit 10.3 to the Company's Form 10-K Annual Report for the year ended December 31, 2008).

 10.4
 Demand Promissory Note, dated April 29, 2009, and issued by Atlantica, Inc. payable to Mirabella Holdings, LLC (incorporated by reference
to Exhibit 10.4 to the Company's Form 10-K Annual Report for the year ended December 31, 2008).

 Code of Ethics of the Company (incorporated by reference to Exhibit 14 of the Company's Form 10-KSB Annual Report for the year
ended December 31, 2001, filed on June 28, 2005).

 31.1 * Certification of Alan D. Gordon, the
Company's President and Chief Executive Officer, pursuant to section 302 of the Sarbanes-Oxley Act of 2002.

 31.2 * Certification of Shelley Goff, the
Company's Secretary, Chief Financial Officer, and Principal Accounting Officer pursuant to section 302 of the Sarbanes-Oxley Act
of 2002.

 32 * Certification of Alan D. Gordon and
Shelley Goff pursuant to section 906 of the Sarbanes-Oxley Act of 2002.

 101.INS

 101.PRE.

 101.LAB

 101.DEF

 101.CAL

 101.SCH

 Form 8-K as filed on January 9, 2006 (previously filed and incorporated
herein by reference).

 Schedule 14F-1 filed on July 3, 2007 (previously filed and incorporated
herein by reference).

 Form 8-K as filed on February 13, 2013 (previously filed and incorporated
herein by reference).

 Numbers with (*) indicate exhibits that are filed herewith.

 SIGNATURES

 Pursuant to the requirements of Section 13 or 15(d)
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.

 Date:

 By:

 /s/Alan D. Gordon

 President, Chief Executive Officer and Director

 Pursuant to the requirements of the Securities and Exchange Act of 1934
this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 Date:

 By:

 /s/Alan D. Gordon

 President, Chief Executive Officer and Director

 Date:

 By:

 /s/Shelley Goff

 Shelley Goff

 Secretary, Chief Financial Officer and Principal Accounting Officer

 Date:

 By:

 /s/Frederick G. Pierce, II

 Frederick G. Pierce, II

 Date:

 By:

 /s/Daniel B. Zwirn

 Daniel B. Zwirn