ALDA Remains a Shell, Net Loss Widens Amidst Related-Party Debt

TL;DR

**ALDA is a zombie stock, avoid unless you're betting on a miracle merger that wipes out years of related-party debt.**

AI Summary

ATLANTICA INC. (ALDA) reported no revenues for the three and six months ended June 30, 2025, continuing its status as a shell company with no material business operations since March 7, 1997. The company incurred a net loss of $112,412 for the three months ended June 30, 2025, an increase from a net loss of $82,495 for the same period in 2024. For the six months ended June 30, 2025, the net loss was $205,262, an improvement from $224,614 in the prior year, primarily due to a decrease in general and administrative expenses from $140,436 to $109,438. Interest expense, largely from related-party loans, increased to $48,730 for the three months ended June 2025 from $42,849 in 2024. The company's total liabilities grew to $5,853,092 as of June 30, 2025, from $5,647,830 at December 31, 2024, with related-party payables and notes constituting a significant portion. Mirabella Holdings, LLC, the majority shareholder, funded $42,075 in expenses during the six months ended June 30, 2025, through a 10% interest-bearing demand promissory note, bringing the total related-party note payable to $804,482. The company's strategic outlook remains focused on seeking an acquisition or merger with an existing operating company to establish revenues and cover operating costs.

Why It Matters

For investors, ALDA's continued status as a shell company with no revenue and increasing related-party debt signals extreme speculative risk. The reliance on Mirabella Holdings, LLC for funding, without a formal obligation, creates significant uncertainty about the company's ability to continue as a going concern, directly impacting potential returns. Employees and customers are non-existent, reflecting the company's dormant operational state. In the broader market, ALDA represents a cautionary tale of a publicly traded entity existing solely to find a merger target, highlighting the challenges and risks associated with investing in non-operational shell companies in a competitive M&A landscape.

Risk Assessment

Risk Level: high — The company explicitly states it has 'not established revenues sufficient to cover its operating costs' and 'does not have significant assets, nor has it established operations and has accumulated losses since inception.' These factors, coupled with a total stockholders' deficit of $(5,853,092) as of June 30, 2025, raise 'substantial doubt about the Company's ability to continue as a going concern.'

Analyst Insight

Investors should exercise extreme caution and consider this a highly speculative investment. Given the lack of operations, revenue, and significant related-party debt, an investment in ALDA is essentially a bet on a future, undefined merger or acquisition. Without a clear business plan or independent funding, the risk of total loss is substantial.

Financial Highlights

debt To Equity

N/A

revenue

$0

operating Margin

N/A

total Assets

$0

total Debt

$5,853,092

net Income

$(112,412)

eps

$(0.05)

gross Margin

N/A

cash Position

$0

revenue Growth

N/A

Key Numbers

• $0 — Revenue (No revenue generated for the three and six months ended June 30, 2025, indicating no active business operations.)
• $(112,412) — Net Loss (Q2 2025) (Increased from $(82,495) in Q2 2024, reflecting growing expenses without revenue.)
• $(205,262) — Net Loss (YTD Q2 2025) (Improved from $(224,614) in YTD Q2 2024, primarily due to lower general and administrative expenses.)
• $5,853,092 — Total Liabilities (Increased from $5,647,830 at December 31, 2024, driven by related-party debt and accrued interest.)
• $1,222,093 — Interest Payable – Related Parties (Increased from $1,126,269 at December 31, 2024, highlighting the compounding interest burden from related-party loans.)
• $42,075 — Expenses Paid by Mirabella (Amount Mirabella Holdings, LLC paid for ATLANTICA's expenses during the six months ended June 30, 2025, recorded as additional related-party loans.)
• 2,458,590 — Common Shares Outstanding (Consistent across all periods, indicating no dilution or capital raises through equity issuance.)
• 10% — Related-Party Note Interest Rate (High interest rate on unsecured demand promissory notes from Mirabella Holdings, LLC, contributing to increasing interest expense.)

Key Players & Entities

• ATLANTICA INC. (company) — Registrant and shell company
• Mirabella Holdings, LLC (company) — Majority shareholder and primary lender to ATLANTICA INC.
• Richland, Gordon & Company (company) — Private investment firm providing management services to ATLANTICA INC.
• Alan D. Gordon (person) — President and Chief Executive Officer of ATLANTICA INC., beneficially owns Richland, Gordon & Company
• $112,412 (dollar_amount) — Net loss for the three months ended June 30, 2025
• $205,262 (dollar_amount) — Net loss for the six months ended June 30, 2025
• $5,853,092 (dollar_amount) — Total liabilities as of June 30, 2025
• $804,482 (dollar_amount) — Note Payable - Related Parties as of June 30, 2025
• $1,222,093 (dollar_amount) — Interest Payable – Related Parties as of June 30, 2025
• 10% (dollar_amount) — Interest rate on related-party demand promissory note

FAQ

Risk Factors

• Going Concern Uncertainty [high — financial]: The company has not established revenues sufficient to cover operating costs and has accumulated losses since inception. This raises substantial doubt about its ability to continue as a going concern. The company is actively seeking a merger or acquisition with an existing operating company to address this.
• Dependence on Related-Party Funding [high — financial]: The company relies on Mirabella Holdings, LLC, the majority shareholder, to fund all operating and other expenses. Mirabella is not obligated to continue this support, and there is no assurance it will do so, creating significant financial risk.
• Increasing Interest Expense on Related-Party Debt [medium — financial]: Total liabilities increased to $5,853,092 as of June 30, 2025, with related-party payables and notes being a significant portion. Interest expense, largely from related-party loans, increased to $48,730 for Q2 2025, driven by a 10% interest rate on unsecured demand promissory notes.
• Lack of Active Business Operations [high — operational]: The company continues to operate as a shell company with no material business operations since March 7, 1997. It reported $0 revenue for the three and six months ended June 30, 2025, indicating a lack of revenue-generating activities.
• Limited Acquisition/Merger Opportunities [medium — market]: The company's plan of operation is to seek an acquisition or merger with an existing operating company. However, the company recognizes that the number of suitable potential business ventures may be extremely limited.

Industry Context

As a shell company actively seeking a merger or acquisition, ATLANTICA INC. operates outside of a traditional industry context. Its strategy is to become a vehicle for another company to enter the public markets, bypassing a traditional IPO. The competitive landscape for such SPAC-like or reverse merger targets is characterized by a need for viable operating businesses and the ability to meet regulatory and investor expectations.

Regulatory Implications

The company's status as a shell company and its reliance on related-party funding could attract scrutiny from regulators regarding the substance of its operations and the fairness of its transactions. The lack of revenue and ongoing losses also necessitate clear disclosures regarding its going concern status and future plans to avoid misleading investors.

What Investors Should Do

1. Monitor Merger/Acquisition Progress
2. Assess Related-Party Transaction Risks
3. Evaluate Going Concern Disclosures

Key Dates

• 1997-03-07: Company status as a shell company with no material business operations established. — Indicates a long-standing lack of operational activity and revenue generation.
• 2025-06-30: End of the second quarter for which financial statements were reported. — Provides the latest financial snapshot, showing continued zero revenue and net loss.

Glossary

Shell Company

A company that exists only on paper and has no significant assets or operations. (ATLANTICA INC. has been a shell company since March 7, 1997, with no revenues or material business operations.)

Going Concern

An accounting assumption that a business will continue to operate for the foreseeable future. (Substantial doubt exists about ATLANTICA INC.'s ability to continue as a going concern due to lack of revenue and accumulated losses.)

Demand Promissory Note

A debt instrument that is payable immediately upon the lender's demand. (Mirabella Holdings, LLC provides funding through a 10% interest-bearing demand promissory note, which is unsecured and payable on demand.)

Accumulated Deficit

The total cumulative net losses of a company that have not been offset by net income. (ATLANTICA INC. has an accumulated deficit of $(5,978,794) as of June 30, 2025, reflecting its history of losses.)

Year-Over-Year Comparison

Compared to the prior year, ATLANTICA INC. continues to report zero revenue, maintaining its shell company status. The net loss for the three months ended June 30, 2025, increased to $(112,412) from $(82,495) in the prior year, while the six-month net loss improved slightly to $(205,262) from $(224,614), primarily due to a reduction in general and administrative expenses. Total liabilities have grown to $5,853,092 from $5,647,830 at year-end 2024, with related-party debt and interest payable showing increases, underscoring the growing financial burden from its financing structure.

Filing Documents

• alda10q6302025.htm (10-Q) — 226KB
• ex31-1.htm (EX-31) — 8KB
• ex31-2.htm (EX-31) — 8KB
• ex32.htm (EX-32) — 5KB
• 0001548123-25-000049.txt ( ) — 1438KB
• alda-20250630.xsd (EX-101.SCH) — 12KB
• alda-20250630_cal.xml (EX-101.CAL) — 18KB
• alda-20250630_def.xml (EX-101.DEF) — 15KB
• alda-20250630_lab.xml (EX-101.LAB) — 144KB
• alda-20250630_pre.xml (EX-101.PRE) — 109KB
• alda10q6302025_htm.xml (XML) — 94KB

Financial Statements

Item 1. Financial Statements The Financial Statements of the Registrant required to be filed with this 10-Q Quarterly Report were prepared by management and commence below, together with related notes. In the opinion of management, the Financial Statements fairly present the financial condition of the Registrant. ATLANTICA, INC. UNAUDITED FINANCIAL STATEMENTS JUNE 30, 2025 2 ATLANTICA, INC. CONTENTS PAGE Condensed Balance Sheets, June 30, 2025 (Unaudited) and December 31, 2024 4 Condensed Unaudited Statements of Operations, for the three and six months ended June 30, 2025 and 2024 5 Condensed Unaudited Statement of Stockholders' Equity For the three and six months ended June 30, 2025 and 2024 6 Condensed Unaudited Statements of Cash Flows, for the six months ended June 30, 2025 and 2024 7 Notes to Condensed Unaudited

Financial Statements

Financial Statements 8 - 11 3 ATLANTICA, INC. Condensed Balance Sheets June 30, 2025 (Unaudited) December 31, 2024 ASSETS CURRENT ASSETS Cash $ - $ - Total Current Assets - - Total Assets $ - $ - LIABILITIES AND STOCKHOLDERS' DEFICIT CURRENT LIABILITIES Accounts Payable $ 1,719,784 $ 1,705,679 Accounts Payable - Related Parties 2,106,733 2,053,475 Note Payable - Related Parties 804,482 762,407 Interest Payable – Related Parties 1,222,093 1,126,269 Total Current Liabilities 5,853,092 5,647,830 Total Liabilities 5,853,092 5,647,830 Commitments and Contingencies - - STOCKHOLDERS' DEFICIT Preferred Stock: 10,000,000 shares authorized of $ 0.0001 par value, no shares issued and outstanding - - Common Stock: 50,000,000 shares authorized of $ 0.0001 par value, 2,458,590 shares issued and outstanding, respectively 246 246 Additional Paid-in Capital 125,456 125,456 Accumulated Deficit ( 5,978,794 ) ( 5,773,532 ) Total Stockholders' Deficit ( 5,853,092 ) ( 5,647,830 ) Total Liabilities and Stockholders' Deficit $ - $ - The accompanying notes are an integral part of these condensed unaudited financial statements. 4 ATLANTICA, INC. Condensed Statements of Operations (Unaudited) Three Months Ended June 30, 2025 Three Months Ended June 30, 2024 Six Months Ended June 30, 2025 Six Months Ended June 30, 2024 REVENUES $ - $ - $ - $ - EXPENSES General and administrative 63,682 39,646 109,438 140,436 Total expenses 63,682 39,646 109,438 140,436 OTHER INCOME (EXPENSE) Interest expense ( 48,730 ) ( 42,849 ) ( 95,824 ) ( 84,178 ) Total other income (expense) ( 48,730 ) ( 42,849 ) ( 95,824 ) ( 84,178 ) NET LOSS $ ( 112,412 ) $ ( 82,495 ) $ ( 205,262 ) $ ( 224,614 ) BASIC AND DILUTED LOSS PER SHARE $ ( 0.05 ) $ ( 0.03 ) $ ( 0.08 ) $ ( 0.09 ) WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING

financial statements

financial statements. 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. 8 ATLANTICA, INC. Notes to Condensed Unaudited Financial June 30, 2025 NOTE 2 - GOING CONCERN The Company's financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not established revenues sufficient to cover its operating costs. The Company is seeking to acquire, or merge with, an existing operating company. The Company does not have significant assets, nor has it established operations and has accumulated losses since inception. These factors raise substantial doubt about the Company's ability to continue as a going concern. It is the intent of the Company to seek a merger with an existing, well-capitalized operating company. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. The Company is relying on Mirabella Holdings, LLC ("Mirabella"), our majority shareholder, to pay all of our operating and other expenses until we can complete a reorganization or merger. While Mirabella currently pays the Company's limited operating and other expenses, on the Company's behalf, Mirabella is not obligated to pay any of those expenses and the Company can provide no assurance that Mirabella will continue to pay any of those expenses in the future. Mirabella paid $ 42,075 in expenses for the Company during the six months ended June 30, 2025. Currently, any such loans that may be provided to us from time to time by Mirabella are made

Management's Discussions and Analysis of

Item 2. Management's Discussions and Analysis of Financial Condition and Results of Operations.

Forward-looking Statements

Forward-looking Statements 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

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) to commence such operations through funding and/or the acquisition of a going concern engaged in any industry selected. We are not currently engaged in any substantive business activity. In our present form, we may be deemed to be a vehicle to acquire or merge with a business or company. Regardless, the commencement of any business opportunity will be preceded by the consideration and adoption of a business plan by our Board of Directors. We do not intend to restrict our search for business opportunities to any particular business or industry, and the areas in whi

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