AXG Atlas Acquistion Hldg Corp

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

þ		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2008

OR

o		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 001-33927

ATLAS ACQUISITION HOLDINGS CORP.

(Exact Name of Registrant as Specified in Its Charter)

Delaware		26-0852483
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)
c/o Hauslein & Company, Inc.
11450 SE Dixie Highway, Ste 106
Hobe Sound, Florida		33455
(Address of Principal Executive Offices)		(Zip Code)

(772) 545-9042

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities 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. þ Yes o No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o		Accelerated filer o		Non-accelerated filer þ		Smaller reporting company o
				(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). þ Yes o No

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 25,000,000 shares issued and outstanding as of August 13, 2008.

 

 

ATLAS ACQUISITION HOLDINGS CORP.
QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED JUNE 30, 2008

TABLE OF CONTENTS

PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS:
CONDENSED BALANCE SHEETS			1
CONDENSED STATEMENTS OF OPERATIONS			2
CONDENSED STATEMENTS OF STOCKHOLDERS’ EQUITY			3
CONDENSED STATEMENTS OF CASH FLOWS			4
NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS			5
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			13
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK			15
ITEM 4T. CONTROLS AND PROCEDURES			15
PART II OTHER INFORMATION
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS			16
ITEM 6. EXHIBITS			16
SIGNATURES			17
Exhibit 31
Exhibit 32

Statement Regarding Forward-Looking Statements

This report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include, but are not limited to, statements regarding our “expectations,” “hopes,” “beliefs,” “intentions,” or “strategies” regarding the future. In addition, any statements that refer to projections, forecasts, or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipates,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” and “would,” as well as similar expressions, may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward looking. Forward-looking statements in this report may include, for example, statements about our:

•

ability to complete a combination with one or more target businesses;

•

success in retaining or recruiting, or changes required in, our officers or directors following a business combination;

	•		potential inability to obtain additional financing to complete a business combination;
	•		limited pool of prospective target businesses;
	•		potential change in control if we acquire one or more target businesses for stock;
	•		public securities’ limited liquidity and trading;

	•		inability to have our securities listed on the American Stock Exchange following a business combination or the delisting of our securities from the American Stock Exchange;
	•		use of proceeds not in trust or available to us from interest income on the trust account balance; or
	•		our ongoing financial performance.

The forward-looking statements contained or incorporated by reference in this report are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties, or assumptions, many of which are beyond our control, that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described in our Annual Report on Form 10-K under Item 1A, “Risk Factors.” We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as may be required under applicable securities laws.

References in this report to “we,” “us,” or “our company” refer to Atlas Acquisition Holdings Corp. References to “public stockholders” refer to purchasers of our securities in our initial public offering and subsequent purchasers in the secondary market. To the extent our founders purchased common stock in our initial public offering or thereafter in the open market they would be “public stockholders” for liquidation and dissolution purposes, but will vote all such shares in favor of our initial business combination and therefore would not be eligible to seek redemption in connection with a vote on a business combination.

PART I
FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

ATLAS ACQUISITION HOLDINGS CORP.
(a corporation in the development stage)

CONDENSED BALANCE SHEETS

		June 30, 2008				December 31, 2007
		(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents		$	445,136			$	65,567
Prepaid expenses			62,703				—
Deferred registration costs			—				242,199
Total current assets			507,839				307,766
Investments held in Trust			200,238,998				—
Deferred tax asset			145,000				—
TOTAL ASSETS		$	200,891,837			$	307,766
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accrued registration costs		$	—			$	144,766
Accrued expenses			110,558				—
Notes payable to initial stockholders including related accrued interest			—				152,137
Total current liabilities			110,558				296,903
LONG-TERM LIABILITIES
Deferred underwriting fee			8,955,000				—
Common stock subject to possible conversion (5,999,999 shares at conversion value)			59,999,990				—
COMMITMENTS
STOCKHOLDERS’ EQUITY
Preferred stock, $.001 par value; 100,000,000 shares authorized; none issued			—				—
Common stock, $.001 par value; 300,000,000 shares authorized, 25,000,000 shares issued and outstanding (including 5,999,999 shares subject to conversion) at June 30, 2008 and 5,750,000 shares issued and outstanding at December 31, 2007			25,000				5,750
Additional paid-in capital			131,149,598				17,250
Retained earnings (deficit accumulated during the development stage)			651,691				(12,137	)
TOTAL STOCKHOLDERS’ EQUITY			131,826,289				10,863
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY		$	200,891,837			$	307,766

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

ATLAS ACQUISITION HOLDINGS CORP.
(a corporation in the development stage)

CONDENSED STATEMENTS OF OPERATIONS

										For the period
										September 6, 2007
										(date of inception)
		For the three months				For the six months				to
		ended June 30, 2008				ended June 30, 2008				June 30, 2008
		(Unaudited)				(Unaudited)				(Unaudited)
Operating expenses
General and administrative costs		$	214,012			$	413,554			$	$423,554
Loss from operations			(214,012	)			(413,554	)			(423,554	)
Other income (expense)
Interest income			677,946				1,412,037				1,412,037
Interest expense			—				(655	)			(2,792	)
Income before provision for income taxes			463,934				997,828				985,691
Provision for income taxes			157,000				334,000				334,000
Net income for the period		$	306,934			$	$663,828			$	651,691
Weighted average number of common shares outstanding (not subject to possible conversion):
Basic			19,000,001				17,074,177				12,642,977
Diluted			24,929,282				22,030,364				15,659,787
Net income per common share not subject to possible conversion:
Basic		$	0.02			$	0.04			$	0.05
Diluted		$	0.01			$	0.03			$	0.04
Maximum number of shares subject to possible conversion:
Weighted average number of shares			5,999,999				5,043,955				3,070,234
Net income per common share subject to possible conversion:
Basic and diluted		$	—			$	—			$	—

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

ATLAS ACQUISITION HOLDINGS CORP.
(a corporation in the development stage)

CONDENSED STATEMENTS OF STOCKHOLDERS’ EQUITY
For the period September 6, 2007 (date of inception) to June 30, 2008

														Retained Earnings
														(deficit accumulated				Total
		Common Stock								Additional				during the development				Stockholders’
		Shares				Amount				Paid-In Capital				stage)				Equity
Balances, September 6, 2007 (date of inception)			—			$	—			$	—			$	—			$	—
Issuance of common stock at $0.004 per share to initial stockholders			5,750,000				5,750				17,250				—				23,000
Net loss for the period			—				—				—				(12,137	)			(12,137	)
Balances, December 31, 2007			5,750,000				5,750				17,250				(12,137	)			10,863
Proceeds from issuance of 5,800,000 insider warrants at $1.00 per warrant in private placement			—				—				5,800,000				—				5,800,000
Sale of 20,000,000 units through public offering at $10.00 per unit net of underwriter’s discount and offering costs (including 5,999,999 shares of common stock subject to possible conversion)			20,000,000				20,000				185,331,000				—				185,351,588
Proceeds from public offering subject to possible conversion, 5,999,999 shares											(59,999,990	)			—				(59,999,990	)
Forfeiture of founders shares			(750,000	)			(750	)			750				—				—
Net income for the period			—				—				—				663,828				663,828
Balances, June 30, 2008 (unaudited)			25,000,000			$	25,000			$	131,149,598			$	651,691			$	131,826,289

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

ATLAS ACQUISITION HOLDINGS CORP.
(a corporation in the development stage)

CONDENSED STATEMENTS OF CASH FLOWS

						For the period
						September 6, 2007
		For the six months				(date of inception)
		ended				to
		June 30, 2008				June 30, 2008
		(Unaudited)				(Unaudited)
Cash flows from operating activities:
Net income for the period		$	663,828			$	651,691
Adjustments to reconcile net income for the period to net cash provided by operating activities:
Deferred tax benefit			(145,000	)			(145,000	)
Changes in operating assets and liabilities:
Prepaid expenses			(62,703	)			(62,703	)
Accrued expenses			110,559				110,558
Accrued interest on notes payable to initial stockholders			(2,137	)			—
Net cash provided by operating activities			564,547				554,546
Net cash used in investing activities:
Change in Trust Account			(200,238,998	)			(200,238,998	)
Cash flows from financing activities:
Proceeds from issuance of common stock to initial stockholders			—				23,000
Proceeds from notes payable to initial stockholders			—				150,000
Payments on notes payable to initial stockholders			(150,000	)			(150,000	)
Proceeds from issuance of warrants in private placement			5,800,000				5,800,000
Proceeds from public offering			200,000,000				200,000,000
Payment of registration costs			(5,595,980	)			(5,693,412	)
Net cash provided by financing activities			200,054,020				200,129,588
Net increase in cash and cash equivalents			379,569				445,136
Cash and cash equivalents:
Beginning of period			65,567				—
End of period		$	445,136			$	445,136
Supplemental Schedule of non-cash financing activities
Accrual of deferred underwriting fees		$	8,955,000			$	8,955,000
Proceeds from public offering reclassified to mezzanine debt for common stock subject to possible conversion		$	59,999,990			$	59,999,990
Reclass from common stock to additional paid-in capital for the forfeiture of founders’ shares		$	750			$	750

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

ATLAS ACQUISITION HOLDINGS CORP.
(a corporation in the development stage)

NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS

Note 1 — Discussion of the Company’s Organization and Business Operations

Atlas Acquisition Holdings Corp. (a corporation in the development stage) (the “Company”) was incorporated on September 6, 2007 for the purpose of acquiring, through a merger, capital stock exchange, asset acquisition, stock purchase or other similar business combination, an unidentified operating business (“Business Combination”). The Company’s efforts in identifying a prospective target business (a “Target Business”) will not be limited to a particular industry segment. All activities from September 6, 2007 (date of inception) through June 30, 2008 were related to the Company’s formation, capital raising activities and identifying prospective target businesses. The Company has selected December 31 ^st as its fiscal year end.

The Company is considered to be a development stage company and, as such the financial statements presented herein are presented in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 7, “Accounting and Reporting By Development Stage Enterprises.” The Company is subject to the risks associated with activities of development stage companies.

The registration statement for the Company’s initial public offering (“Offering”) was declared effective on January 23, 2008. The Company consummated the offering on January 30, 2008 for gross proceeds of $200 million and contemporaneous with the consummation of the Offering, the Company’s Founding Stockholders purchased 5,800,000 warrants in the aggregate at $1.00 per warrant (the “Insider Warrants”) in a private placement (the “Private Placement”). The Company’s management intends to apply substantially all of the net proceeds of the Offering and Private Placement toward consummating a Business Combination. The initial Target Business must have a fair market value equal to at least 80% of our net assets (excluding the amount held in the trust account (“Trust Account”) representing a portion of the underwriters’ deferred discount (Note 7)), at the time of such acquisition. However, there is no assurance that the Company will be able to successfully effect a Business Combination.

Management has agreed that $200 million or $10.00 per Unit sold in the Offering, which includes the $5.8 million received from the Private Placement of Insider Warrants will be held in the Trust Account and maintained by American Stock Transfer and Trust Company acting as trustee. The money will be invested in permitted United States “government securities”, within the meaning of Section 2(a) (16) of the Investment Company Act of 1940 having a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, of which $8,955,000 or $0.45 per Unit will be paid to the underwriters only upon the consummation of a Business Combination. The placing of funds in the Trust Account may not protect those funds from third party claims against the Company. Although the Company will seek to have all vendors, prospective acquisition targets or other entities it engages, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account, there is no guarantee that they will execute such agreements. Up to an aggregate of $3.5 million earned on the monies held in the Trust Account and $100,000 of net proceeds not held in trust at the close of the Offering may be used to pay for due diligence of prospective Target Businesses, legal and accounting fees relating to Securities and Exchange Commission (“SEC”) reporting obligations and working capital to cover miscellaneous expenses, director and officer insurance and reserves.

The Company, after signing a definitive agreement for a Business Combination, is obliged to submit such transaction for approval by a majority of the public stockholders of the Company. Stockholders that vote against such proposed Business Combination and exercise their conversion rights are, under certain conditions described below, entitled to convert their shares into a $10.00 per share distribution from the Trust Account (the “Conversion Right”). The actual per share conversion price will be equal to the amount in the Trust Account (inclusive of any interest thereon, net of tax), calculated as of two business days prior to the proposed Business Combination, divided by the number of shares sold in the Offering, or approximately $10.00 per share based on the value of the Trust Account as of June 30, 2008.

ATLAS ACQUISITION HOLDINGS CORP.
(a corporation in the development stage)

NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS (CONTINUED)

Note 1 — Discussion of the Company’s Organization and Business Operations — (continued)

The Company’s stockholders prior to the Offering (the “Initial Stockholders”), have agreed to vote their 5,000,000 founding shares of common stock in accordance with the manner in which the majority of the shares of common stock offered in the Offering are voted by the Company’s public stockholders (the “Public Stockholders”) with respect to a Business Combination. In the event that a majority of the outstanding shares of common stock voted by the Company’s public stockholders vote for the approval of the Business Combination and holders owning 30% or more of the outstanding common stock do not vote against the Business Combination and do not exercise their Conversion Rights, the Business Combination may then be consummated.

If the Company has not completed a Business Combination within 24 months from the date of the Offering, (the “Target Business Combination Period”), the Company will dissolve and distribute to its Public Stockholders, in proportion to their respective equity interests, the amount held in the Trust Account, and any remaining net assets, after the distribution of the Trust Account. In the event of liquidation, the per share value of the residual assets remaining available for distribution (including Trust Account assets) may be less than the initial public offering price per share in the Proposed Offering.

With respect to a Business Combination which is approved and consummated, any Public Stockholders who vote against the Business Combination and exercise their Conversion Right will have their common shares cancelled and returned to the status of authorized but unissued shares. The share price will be $10.00 per share cash payment (which includes $0.45 attributable to the deferred underwriting compensation) if the Business Combination is completed, plus any interest earned on their portion of the Trust Account but less any interest that has been released to us to fund our working capital requirements and to pay any of our tax obligations. Accordingly, Public Stockholders holding less than 30% of the aggregate number of shares owned by all Public Stockholders may seek conversion of their shares in the event of a Business Combination.

Note 2 — Initial Public Offering

In its initial public offering, effective January 23, 2008 (closed on January 30, 2008), the Company sold to the public 20,000,000 units (the “Units” or a “Unit”) at a price of $10.00 per Unit. Net proceeds from the initial public offering totaled approximately $185.3 million, which was net of approximately $5.7 million in underwriting fees and other expenses paid at closing and approximately $9.0 million of deferred underwriting fees. Each Unit consists of one share of the Company’s common stock and one warrant (a “Warrant”).

$194.2 million of the net proceeds from the initial public offering (which includes $8,955,000 of the proceeds attributable to the underwriters discount), plus $5.8 million the Company received from the sale of the Insider Warrants simultaneously with the consummation of the initial public offering, has been placed into the Trust Account at Bank of America, which is maintained by American Stock Transfer & Trust Company, as trustee. The proceeds held in trust will only be invested in U.S. “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, having a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated thereunder.

Proceeds held in the Trust Account will not be available for the Company’s use for any purpose, except to pay any taxes and up to $3.5 million can be taken from the interest earned on the Trust Account to fund the Company’s working capital.

ATLAS ACQUISITION HOLDINGS CORP.
(a corporation in the development stage)

NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS (CONTINUED)

Note 3 — Summary of Significant Accounting Policies

Interim Financial Statements — The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and pursuant to the rules and regulations of the SEC and should be read in conjunction with the Company’s audited financial statements and footnotes thereto for the period from inception (September 6, 2007) to December 31, 2007 included in the Company’s Annual Report on Form 10-K filed with the SEC on March 28, 2008 and for the period from inception (September 6, 2007) to January 30, 2008 included in the Company’s Current Report on Form 8-K filed with the SEC on February 4, 2008. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to such rules and regulations. However, the Company believes that the disclosures are adequate to make the information presented not misleading. The financial statements reflect all adjustments (consisting primarily of normal recurring adjustments) that are, in the opinion of management necessary for a fair presentation of the Company’s financial position and results of operations. The operating results for the three and six months ended June 30, 2008 and for the period from inception (September 6, 2007) to June 30, 2008 are not necessarily indicative of the results to be expected for any other interim period of any future year.

Development Stage — The Company is in the development stage as defined in SFAS No. 7. To date, the Company has not generated any revenues and has devoted its efforts to various start-up activities including development and capital raising.

Cash and Cash Equivalents — Included in cash and cash equivalents are deposits with financial institutions as well as short-term money market instruments with original maturities of three months or less when purchased.

Investments Held in Trust — The Company’s restricted investment held in the Trust Account at June 30, 2008 are currently invested in permitted United States government securities. The Company recognized interest income of $674,179, $1,407,217 and $1,407,217 on investments held in trust for the three and six months ended June 30, 2008 and the period from inception (September 6, 2007) to June 30, 2008, respectively, which are included on the accompanying condensed statements of operations.

Concentration of Credit Risk — Financial instruments that potentially subject the Company to a significant concentration of credit risk consist primarily of cash. The Company may maintain deposits in federally insured financial institutions in excess of federally insured limits. However, management believes the Company is not exposed to significant credit risk due to the financial position of the depository institutions in which those deposits are held.

Earnings Per Share — The Company complies with SFAS No. 128, “Earnings Per Share,” which requires dual presentation of basic and diluted earnings per share on the face of the statement of operations. Basic net income per share is computed by dividing net income by the weighted average common shares outstanding for the period. Diluted net income per share reflects the potential dilution that could occur if warrants were to be exercised or converted or otherwise resulted in the issuance of common stock that then shared in the earnings of the entity.

The Company’s statement of operations includes a presentation of net income per share for common stock subject to possible conversion in a manner similar to the two-class method of net income per share in accordance with FASB’s Emerging Issue Task Force, Topic No. D-98 “Classification and Measurement of Redeemable Securities” (“EITF D-98”). Basic and diluted income per common share amounts for the maximum number of shares subject to possible conversion are calculated by dividing the net interest income attributable to common shares subject to conversion by the weighted average number of common shares subject to possible conversion. Basic and diluted net income per share amounts for the shares outstanding not subject to conversion is calculated by dividing the net income by the weighted average number of shares not subject to possible redemption. For the period from September 6, 2007 (date of inception) to June 30, 2008, the Company had dilutive securities in the form of 25,800,000 warrants, including 5,800,000 warrants as part of the Private Placement, which for the period from inception (September 6, 2007) to June 30, 2008 resulted in 3,016,809 incremental common shares and for the three and six months ended June 30, 2008 resulted in 5,929,281 and 4,956,187 incremental common shares, respectively, using the treasury stock method, based on the assumed exercise of the warrants. The incremental shares are added to the basic weighted average number of common shares outstanding (not subject to possible conversion), used in the calculation of diluted net income per share.

ATLAS ACQUISITION HOLDINGS CORP.
(a corporation in the development stage)

NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS (CONTINUED)

Note 3 — Summary of Significant Accounting Policies — (continued)

The incremental shares are added to the basic weighted average number of common shares outstanding (not subject to possible conversion), used in the calculation of diluted net income per share.

Fair Value of Financial Instruments — The fair value of the Company’s assets and liabilities that qualify as financial instruments under SFAS No. 107, “Disclosures about Fair Value of Financial Instrument,” approximate their carrying amounts presented in the accompanying condensed balance sheets.

Use of Estimates — The preparation of the unaudited condensed interim financial statements in accordance with accounting principles generally accepted in the United States of America requires the Company’s management to make estimates and assumptions that affect certain 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 revenue and expenses during the reporting period. Actual results could differ from those estimates.

Income Taxes — The Company complies with the provisions of SFAS No. 109, “Accounting for Income Taxes”. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts and are based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred income tax assets to the amount expected to be realized.

The Company also complies with Financial Accounting Standards Board (“FASB”) Interpretation No. 48, “Accounting for Uncertainty in Income Taxes,” an interpretation of FASB Statement No. 109 (“FIN 48”), which provides criteria for the recognition, measurement, presentation, and disclosure of uncertain tax positions. A tax benefit from an uncertain position may be recognized only if it is “more likely than not” that the position is sustainable based on its technical merits.

Common Stock Subject to Redemption

The Company accounts for redeemable common stock in accordance with EITF D-98. Securities that are redeemable for cash or other assets are classified outside of permanent equity if they are redeemable at the option of the holder. In addition, if the redemption causes a liquidation event, the redeemable securities should not be classified outside of permanent equity. As discussed in Note 1, a Business Combination will only be consummated if a majority of the shares of common stock voted by the Public Stockholders are voted in favor of a Business Combination and Public Stockholders holding less than 30% (6,000,000) of common shares sold in the Offering exercise their redemption rights. As further discussed in Note 1, if a Business Combination is not consummated by January 23, 2010, the Company will liquidate. Accordingly, 5,999,999 shares of common stock have been classified outside of permanent equity at redemption value. The Company recognizes changes in the redemption value immediately as they occur and adjusts the carrying value of the redeemable common stock to equal its redemption value at the end of each reporting period.

ATLAS ACQUISITION HOLDINGS CORP.
(a corporation in the development stage)

NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS (CONTINUED)

Note 3 — Summary of Significant Accounting Policies — (continued)

Recently Issued Accounting Pronouncements

In December 2007, the FASB issued SFAS No 141R, ''Business Combinations’’ (''SFAS 141R’’). SFAS 141R replaces SFAS 141 and establishes principles and requirements for how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, any non-controlling interest in the acquiree and the goodwill acquired. SFAS 141R also establishes disclosure requirements which will enable users to evaluate the nature and financial effects of the business combination. Acquisition costs associated with the business combination will generally be expensed as incurred. SFAS 141R is effective for business combinations occurring in the fiscal years beginning after December 15, 2008, which will require the Company to adopt these provisions for business combinations occurring in fiscal 2009 and thereafter.

In December 2007, the FASB issued SFAS 160, Noncontrolling Interests in Consolidated Financial Statements — an amendment of ARB No. 51. SFAS 160 requires that ownership interests in subsidiaries held by parties other than the parent, and the amount of consolidated net income, be clearly identified, labeled and presented in the consolidated financial statements. It also requires once a subsidiary is deconsolidated, any retained noncontrolling equity investment in the former subsidiary be initially measured at fair value. Sufficient disclosures are required to clearly identify and distinguish between the interests of the parent and the interests of the noncontrolling owners. It is effective for fiscal years beginning after December 15, 2008, and requires retroactive adoption of the presentation and disclosure requirements for existing minority interests. All other requirements are applied prospectively. Upon the successful completion of a Business Combination, the Company anticipates applying the provisions of SFAS 141R and potentially SFAS 160.

On March 19, 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities” (“SFAS 161”), to improve financial reporting of derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity’s financial position, financial performance, and cash flows. SFAS 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, which will require the Company to adopt these provisions beginning in fiscal 2009 and thereafter. Management is currently evaluating the effect that SFAS 161 may have on the Company’s financial statement disclosures.

The Company does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying condensed interim financial statements.

Note 4 — Deferred Registration Costs

The Company complied with the requirements of SEC Staff Accounting Bulletin (SAB) Topic 5A “Expenses of Offering”. Deferred registration costs consisted principally of legal and accounting fees incurred related to the Offering and were charged to additional paid-in capital upon the completion of the Offering.

Note 5 — Notes Payable to Initial Stockholders

The Company issued an aggregate of $150,000 in unsecured promissory notes to two of its initial stockholders or their affiliates on September 19, 2007 (the “Notes”). The Notes bore interest at a rate of 5% per annum and was payable in full, within 60 days following the consummation of the Offering. The Notes, along with accrued interest, were repaid in full on January 31, 2008 in connection with the consummation of the Offering.

ATLAS ACQUISITION HOLDINGS CORP.
(a corporation in the development stage)

NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS (CONTINUED)

Note 6 — Fair Value Measurements

Effective January 1, 2008, the Company implemented SFAS No. 157, Fair Value Measurement (“SFAS 157”), for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. In accordance with the provisions of FSP No. FAS 157-2, Effective Date of FASB Statement No. 157 , the Company has elected to defer implementation of SFAS 157 as it relates to its non-financial assets and non-financial liabilities that are recognized and disclosed at fair value in the financial statements on a nonrecurring basis until January 1, 2009. The Company is evaluating the impact, if any, this standard will have on its non-financial assets and liabilities.

The adoption of SFAS 157 to the Company’s financial assets and liabilities and non-financial assets and liabilities that are re-measured and reported at fair value at least annually did not have an impact on the Company’s financial results.

The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2008, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. Fair values determined by Level 2 inputs utilize data points that are observable such as quoted prices, interest rates and yield curves. Fair values determined by Level 3 inputs are unobservable data points for the asset or liability, and includes situations where there is little, if any, market activity for the asset or liability:

						Quoted Prices in				Significant Other				Significant
						Active Markets				Observable Input				Unobservable Inputs
Description		June 30, 2008				(Level 1)				(Level 2)				(Level 3)
		(Unaudited)
Assets:
Cash and cash equivalents		$	445,136			$	445,136			$	—			$	—
Cash and cash equivalents held in Trust			200,238,998				200,238,998				—				—
Total		$	200,684,134			$	200,684,134			$	—			$	—

The fair values of the Company’s cash equivalents and cash and cash equivalents held in the Trust Account are determined through market, observable and corroborated sources.

The carrying amounts reflected in the condensed balance sheets for other current assets and accrued expenses approximate fair value due to their short-term maturities.

Note 7 — Commitments

Administrative Fees

Commencing on January 23, 2008, the Company has agreed to pay an affiliate of one of its sponsors $10,000 per month for office, administrative, technology, and secretarial services. The Company recognized $30,000, $52,903 and $52,903 of such expense during the three and six months ended June 30, 2008 and for the period from inception (September 6, 2007) to June 30, 2008, respectively which is included in general and administrative costs on the accompanying condensed statements of operations.

ATLAS ACQUISITION HOLDINGS CORP.
(a corporation in the development stage)

NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS (CONTINUED)

Note 7 — Commitments — (continued)

Underwriting Agreement

In connection with the Offering, the Company has entered into an underwriting agreement (the “Underwriting Agreement”) with the underwriters in the Offering. The Company paid an underwriting discount of 2.5225% of the Offering proceeds ($5,045,000) to the underwriters at the closing of the Offering. The Company will pay the underwriters an additional fee of 4.4775% of the Offering proceeds ($8,955,000) upon the consummation of a Business Combination.

Note 8 — Capital Stock

Preferred Stock

The Company is authorized to issue 100,000,000 shares of $.001 par value preferred stock with such designations, voting and other rights and preferences as may be determined from time-to-time by the Board of Directors.

Common Stock

The Company is authorized to issue an aggregate of 300,000,000 shares of $.001 par value common stock.

Public Warrants

Each warrant included in the Units sold in the Offering (“Public Warrant”) will be exercisable for one share of common stock. Except as set forth below, the Public Warrants entitle the holder to purchase shares of common stock at $7.00 per share, subject to adjustment in the event of stock dividends and splits, reclassifications, combinations and similar events, for a period commencing on the later of: (a) completion of the Business Combination and (b) one year from the effective date of the Offering of the Company’s securities, and ending four years from the date of the Offering. The Company has the ability to redeem the Public Warrants, in whole or in part, at a price of $.01 per Public Warrant, at any time after the Public Warrants become exercisable, upon a minimum of 30 days’ prior written notice of redemption, and if, and only if, the last sale price of the Company’s common stock equals or exceeds $14.25 per share, for any 20 trading days within a 30-trading-day period ending three business days before the Company sent the notice of redemption. If the Company dissolves before the consummation of a Business Combination, there will be no distribution from the Trust Account with respect to such Public Warrants, which will expire worthless. In addition, under no circumstances will the Company be required to net cash settle the exercise of the warrants.

Insider Warrants

The Insider Warrants, sold concurrently with the Offering, are substantially identical to the Public Warrants and may not be sold or transferred, except in limited circumstances, until after the consummation of a Business Combination. If the Company dissolves before the consummation of a Business Combination, there will be no distribution from the Trust Account with respect to such Insider Warrants, which will expire worthless.

As the proceeds from the exercise of the Public Warrants and Insider Warrants will not be received until after the completion of a Business Combination, the expected proceeds from exercise will not have any effect on the Company’s financial condition or results of operations prior to a Business Combination.

The sale of the Insider Warrants did not result in any stock-based compensation expense as the warrants were sold at or above fair value.

ATLAS ACQUISITION HOLDINGS CORP.
(a corporation in the development stage)

NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS (CONTINUED)

Note 8 — Capital Stock — (continued)

Registration Rights — Warrants

In accordance with the Warrant Agreement related to the Public Warrants and the registration rights agreement associated with the Insider Warrants (collectively, the Public Warrants and Insider Warrants are the “Warrants”), the Company is only required to use its reasonable best efforts to register the Warrants and the shares of Common Stock issuable upon exercise of the Warrants and once effective to use its reasonable best efforts to maintain the effectiveness of such registration statement. The Company is not obligated to deliver securities, and there are no contractual penalties for failure to deliver securities, if a registration statement is not effective at the time of exercise. However, with regards to the Insider Warrants, the Company may satisfy its obligation by delivering unregistered shares of common stock. In the event that a registration statement is not effective at the time of exercise, the holder of the Public Warrants shall not be entitled to exercise. Consequently, the Warrants may expire unexercised and unredeemed. The holders of Warrants do not have the rights or privileges of holders of the Company’s common stock or any voting rights until such holders exercise their respective warrants and receive shares of the Company’s common stock.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Forward-Looking Statements and Factors That May Affect Results

You should read the following discussion and analysis in conjunction with our financial statements and related notes contained elsewhere in this report. This discussion contains forward-looking statements that involve risks, uncertainties, and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of a variety of factors, which include, but are not limited to, those set forth under Item 1A “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2007.

Overview

We were formed on September 6, 2007, to effect a merger, stock exchange, asset acquisition, reorganization or similar business combination with an operating business or businesses. We consummated our initial public offering on January 30, 2008. We received net proceeds of approximately $194.3 million from our initial public offering. Net proceeds of $194.2 million were deposited into a trust account at Bank of America, maintained by American Stock Transfer & Trust Company, as trustee, which included $8,955,000 of deferred underwriting fees, and will be part of the funds distributed to our public stockholders in the event we are unable to complete a business combination. In addition, we deposited into the trust account gross proceeds of $5.8 million received from the sale of insider warrants, which sale was consummated concurrently with the closing of our initial public offering. Unless and until a business combination is consummated, the proceeds held in the trust account will not be available to us. The approximately $100,000 of remaining proceeds have been used for business, legal, and accounting due diligence on prospective transactions and continuing general and administrative expenses.

As of June 30, 2008, we had no contractual obligations other than standard non-disclosure agreements in connection with our due diligence of business combination targets.

We are currently in the process of evaluating and identifying targets for a business combination. We intend to use cash from the proceeds of our initial public offering, our capital stock, debt or a combination of cash, stock and debt. The issuance of additional shares of our stock in a business combination:

•

may significantly reduce the equity interest of our stockholders;

•

may cause a change in control if a substantial number of shares of our stock are issued, which may affect, among other things, our ability to use our net operating loss carry-forwards, if any, and may also result in the resignation or removal of Mr. James N. Hauslein, our Chairman of the Board and Chief Executive Officer, or one or more of our other present directors; and

•

may adversely affect prevailing market prices for our common stock.

Similarly, debt securities issued by us in a business combination may result in:

•

default and foreclosure on our assets if our operating revenues after a business combination were insufficient to pay our debt obligations;

•

acceleration of our obligations to repay the indebtedness even if we have made all principal and interest payments when due if the debt security contained covenants requiring the maintenance of certain financial ratios or reserves and any such covenant was breached without a waiver or renegotiation of that covenant;

•

our immediate payment of all principal and accrued interest, if any, if the debt security was payable on demand; and

•

our inability to obtain additional financing, if necessary, if the debt security contained covenants restricting our ability to obtain additional financing while such debt security was outstanding.

Results of Operations

All of our activities since inception have been to prepare for and consummate our initial public offering and to identify and investigate targets for a business combination. We will not generate any operating revenues until the consummation of a business combination. We have generated non-operating income in the form of interest income.

Net income for the three months ended June 30, 2008 was $306,934, which consisted of $677,946 of interest income partially offset by $214,012 of general and administrative costs, $157,000 provision for income taxes and $0 of interest expense.

Net income for the six months ended June 30, 2008 was $663,828, which consisted of $1,412,037 of interest income partially offset by $413,554 of general and administrative costs, $334,000 provision for income taxes and $655 of interest expense.

Net income for the period from September 6, 2007 (date of inception) to June 30, 2008 was $651,691, which consisted of $1,412,037 of interest income partially offset by approximately $423,554 of general and administrative costs, $334,000 provision for income taxes and $2,792 of interest expense.

Off-Balance Sheet Arrangements

We have never entered into any off-balance sheet financing arrangements and have never established any special purpose entities. We have not guaranteed any debt or commitments of other entities or entered into any options on non-financial assets.

Contractual Obligations

We do not have any long term debt, capital lease obligations, operating lease obligations, purchase obligations, or other long term liabilities.

Liquidity and Capital Resources

The net proceeds from our initial public offering, after deducting offering expenses of approximately $634,000 and underwriting discounts of $14,000,000 was approximately $185.4 million. However, the underwriters agreed that approximately $0.45 per unit of the underwriting discounts and commissions will be deferred and will not be payable unless and until we consummate a business combination. Net proceeds of $194.2 million, plus $5.8 million we received from the sale of the insider warrants, were deposited into the trust account.

We intend to use substantially all of the net proceeds of our initial public offering, including the funds held in the trust account (excluding deferred underwriting discounts and commissions), to acquire a target business and to pay our expenses relating thereto. To the extent that our capital stock is used in whole or in part as consideration to effect a business combination, the remaining proceeds held in the trust account as well as any other net proceeds not expended will be used as working capital to finance the operations of the target business. Such working capital funds could be used in a variety of ways including continuing or expanding the target business’ operations, for strategic acquisitions, and for marketing, research, and development of existing or new products. Such funds could also be used to repay any operating expenses or finders’ fees that we incur prior to the completion of our business combination if the funds available to us outside of the trust account are insufficient to cover such expenses.

We believe that the approximately $100,000 of net proceeds from our initial public offering not deposited in the trust account, plus (i) interest earned on the funds in the trust account up to $3.5 million that may be released to us, as well as (ii) interest earned on the funds in the trust account for any amounts necessary for our tax obligations, will be sufficient to allow us to operate at least until January 23, 2010, assuming that a business combination is not consummated during that time. Over this time period, we will be using these funds for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants, or similar locations of prospective target businesses or their representatives or owners, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire, and structuring, negotiating, and consummating the business combination. We anticipate that we will incur approximately:

•

$1,750,000 of expenses for the search for target businesses and for the legal, accounting, and other third-party expenses attendant to the due diligence investigations, structuring, and negotiating of a business combination;

•

$750,000 of expenses for the due diligence and investigation of a target business by our officers, directors, and special advisors;

•

$200,000 of expenses in legal and accounting fees relating to our SEC reporting obligations;

•

$240,000 for the administrative fee payable to Hauslein & Company ($10,000 per month for 24 months following our initial public offering); and

•

$660,000 for general working capital that will be used for miscellaneous expenses and reserves, including approximately $200,000 for director and officer liability insurance premiums.

We do not believe we will need to raise additional funds beyond those raised from our initial public offering in order to meet the expenditures required for operating our business. However, we may need to raise additional funds through a private offering of debt or equity securities if such funds are required to consummate a business combination that is presented to us, although we have not entered into any such arrangement and have no current intention of doing so.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Market risk is a broad term for the risk of economic loss due to adverse changes in the fair value of a financial instrument. These changes may be the result of various factors, including interest rates, foreign exchange rates, commodity prices and/or equity prices. $194.2 million of the net offering proceeds (which includes $8,955,000 of the proceeds attributable to the underwriters’ discount), plus $5.8 million we received from the sale of insider warrants simultaneously with the consummation of our initial public offering, has been placed into a trust account at Bank of America, maintained by American Stock Transfer & Trust Company, as trustee. As of June 30, 2008, the balance of the trust account was $200.2 million. The proceeds held in trust will only be invested in U.S. “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 having a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940. Thus, we are subject to market risk primarily through the effect of changes in interest rates on government securities. The effect of other changes, such as foreign exchange rates, commodity prices and/or equity prices, does not pose significant market risk to us.

During June 2008, the effective annualized interest rate payable on the trust account was approximately 1.43%. A .5% decrease in the yield on the trust account would result in a decrease of approximately $250,000 in the interest earned on the trust account during each fiscal quarter.

At August 13, 2008, the proceeds held in trust were invested in two treasury funds that include only U.S. Treasury bills, notes, and other short-term obligations guaranteed by the U.S. Treasury. Both funds are rated AAAm by Standard & Poor’s, and neither fund invests in repurchase agreements. However, we may in the future invest the proceeds held in trust in different U.S. “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 having a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940.

ITEM 4T. CONTROLS AND PROCEDURES.

(a) Evaluation of Disclosure Controls and Procedures

We evaluated the effectiveness of our disclosure controls and procedures, as defined in the Exchange Act, as of the end of the period covered by this Quarterly Report on Form 10-Q. James N. Hauslein, our Chief Executive Officer and Treasurer (who is our Principal Financial Officer), participated in this evaluation. Based upon that evaluation, Mr. Hauslein concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.

(b) Changes in Internal Control over Financial Reporting

During our quarterly period ended June 30, 2008, there was no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II
OTHER INFORMATION

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

Use of Proceeds from our Initial Public Offering

On January 30, 2008, we consummated our initial public offering of 20,000,000 units. Each unit was sold at an offering price of $10.00 per unit and consists of one share of our common stock, $0.001 par value per share, and one warrant to purchase one share of our common stock at an exercise price of $7.00 per share. The units sold in our initial public offering were registered under the Securities Act on a registration statement on Form S-1 (No. 333-146368), which was declared effective by the SEC on January 24, 2008. Lazard Capital Markets LLC and Morgan Stanley & Co. Incorporated acted as joint book runners for our initial public offering.

We received net proceeds of approximately $194.3 million from our initial public offering. Net proceeds of $194.2 million were deposited into a trust account, which included $8,955,000 of deferred underwriting fees, and will be part of the funds distributed to our public stockholders in the event we are unable to complete a business combination. In addition, we deposited into the trust account gross proceeds of $5.8 million received from the sale of insider warrants, which sale was consummated concurrently with the closing of our initial public offering. Unless and until a business combination is consummated, the proceeds held in the trust account will not be available to us. The approximately $100,000 of remaining proceeds not deposited into the trust account, together with certain interest income from the trust account, will be used to provide for business, legal, and accounting due diligence on prospective transactions and continuing general and administrative expenses.

Excluding $8,955,000 of the deferred underwriters fee held in trust and payable upon the consummation of a business combination, we intend to use substantially all of the net proceeds of the initial public offering deposited in the trust account to acquire a target business, including identifying and evaluating prospective acquisition candidates, selecting the target business, and structuring, negotiating and consummating the business combination. To the extent that our capital stock is used in whole or in part as consideration to effect a business combination, the proceeds held in the trust fund as well as any other net proceeds not expended will be used to finance the operations of the target business.

ITEM 6. EXHIBITS.

Exhibit
Number				Description
	31			Certification of Chief Executive Officer and Principal Financial Officer
	32			Certification of Chief Executive Officer and Principal Financial Officer

SIGNATURES

Pursuant to the requirements 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.

EXHIBIT INDEX

Exhibit
Number				Description
	31			Certification of Chief Executive Officer and Principal Financial Officer
	32			Certification of Chief Executive Officer and Principal Financial Officer

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