Summary of ATLAS ACQUISITION HOLDINGS CORP.

Item 7. 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 audited financial statements and related notes contained elsewhere in this report and in conjunction with Item 6, "Selected Financial Data." 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, including those set forth under Item 1A, "Risk Factors." 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 will be used to provide for business, legal, and accounting due diligence on prospective transactions and continuing general and administrative expenses.
We had not commenced operations as of December 31, 2007 and had no contractual obligations at that time.

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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. Hauslein 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.

We have neither engaged in any operations nor generated any revenues to date, other than in connection with our initial public offering. 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 will generate non-operating income in the form of interest income on cash and cash equivalents.
For the period September 6, 2007 (inception) through December 31, 2007 we had net loss of $12,137. We incurred formation and operating costs of $10,000 and interest expense of $2,137.
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 $640,000 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 in the trust account.

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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 7A. 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. 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.

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Item 8. Financial Statements and Supplementary Data.
Index to Financial Statements:

  Report of Independent Registered Public Accounting Firm                       39

  Balance Sheet, December 31, 2007                                              40

  Statement of Operations, for the period September 6, 2007 (date of
inception) to December 31, 2007                                                 41

  Statement of Stockholders' Equity, for the period September 6, 2007
(date of inception) to December 31, 2007                                        42

  Statement of Cash Flows, for the period September 6, 2007 (date of
inception) to December 31, 2007                                                 43

  Notes to Financial Statements                                                 44

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Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders of Atlas Acquisition Holdings Corp.
We have audited the accompanying balance sheet of Atlas Acquisition Holdings Corp. (a corporation in the development stage) (the "Company") as of December 31, 2007 and the related statements of operations, stockholders' equity and cash flows for the period September 6, 2007 (date of inception) to December 31, 2007. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, 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. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Atlas Acquisition Holdings Corp. (a corporation in the development stage) as of December 31, 2007, and the results of its operations and its cash flows for the period September 6, 2007 (date of inception) to December 31, 2007, in conformity with accounting principles generally accepted in the United States of America. /s/ Rothstein, Kass & Company, P.C.
Roseland, New Jersey
March 8, 2008

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

                                                                             December 31, 2007

                                ASSETS

CURRENT ASSETS:
Cash                                                                        $            65,567
Deferred registration costs                                                             242,199

TOTAL CURRENT ASSETS                                                        $           307,766

                 LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
Accrued registration costs                                                  $           144,766
Notes payable to initial stockholders including related accrued
interest                                                                                152,137

TOTAL CURRENT LIABILITIES                                                               296,903


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;
5,750,000 shares issued and outstanding                                                   5,750
Additional paid-in capital                                                               17,250
Deficit accumulated in the development stage                                            (12,137 )

TOTAL STOCKHOLDERS' EQUITY                                                               10,863

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                  $           307,766

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

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

                                                                              For the period September 6, 2007
                                                                                    (date of inception)
                                                                                    to December 31, 2007

Revenue                                                                      $                                -
Formation and operating costs                                                                            10,000
Interest expense                                                                                          2,137


Loss before provision for income taxes                                                                  (12,137 )
Provision for income taxes                                                                                    -


Net loss for the period                                                      $                          (12,137 )


Weighted average number of common shares outstanding, basic and diluted                               5,750,000

Net loss per common share, basic and diluted                                 $                            (0.00 )

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

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                        ATLAS ACQUISITION HOLDINGS CORP.
                    (a corporation in the development stage)
                       STATEMENT OF STOCKHOLDERS' EQUITY
   For the period September 6, 2007 (date of inception) to December 31, 2007

                                                                                                            Deficit
                                                  Common Stock                  Additional             Accumulated in the          Total Stockholders'
                                             Shares           Amount          Paid-In Capital          Development 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

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

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                        ATLAS ACQUISITION HOLDINGS CORP.
                    (a corporation in the development stage)
                            STATEMENT OF CASH FLOWS

                                                                                     For the period
                                                                                   September 6, 2007
                                                                                  (date of inception)
                                                                                  to December 31, 2007

Cash flows from operating activities:
Net loss for the period                                                          $              (12,137 )

Adjustments to reconcile net loss to net cash used in operating activities:
Changes in operating assets and liabilities:
Accrued interest                                                                                  2,137


Net cash used in operating activities                                                           (10,000 )


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
Deferred registration costs                                                                     (97,433 )


Net cash provided by financing activities                                                        75,567


Net increase in cash                                                                             65,567

Cash:
Beginning of period                                                                                   -

End of period                                                                    $               65,567


Supplementary schedule of non-cash financing activities:

Accrued registration costs                                                       $              144,766

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

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ATLAS ACQUISITION HOLDINGS CORP. (a corporation in the development stage)
NOTES TO FINANCIAL STATEMENTS Note 1 - Discussion of the Company's Organization and Business Operations
Organization and activities - 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 activity from September 6, 2007 (date of inception) through December 31, 2007 was related to the Company's formation and capital raising activities. The Company has selected December 31 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, certain of 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 the Company's net assets (excluding the amount held in the Trust Account representing a portion of the underwriters' deferred discount (See 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 $5.8 million received from the Private Placement of Insider Warrants, will be held in a trust account ("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 approximately $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, plus any interest earned on their portion of the Trust Account but less any interest that has been released 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 Fund as of the date of the Offering. 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

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ATLAS ACQUISITION HOLDINGS CORP. (a corporation in the development stage)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
Note 1 - Discussion of the Company's Organization and Business Operations-
(continued)
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 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 Offering. . . .