Summary of ATLAS ACQUISITION HOLDINGS CORP.

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.

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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.

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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.