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UNITED STATES

SECURITIES AND  EXCHANGE COMMISSION

Washington, D.C.  20549

 

Form 10-Q

 

QUARTERLY REPORT  PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE  ACTS OF 1934

 

For the quarterly  period ended March 31, 2006

 

Commission File  Number 0-16286

 

ATLANTIS BUSINESS  DEVELOPMENT CORPORATION

(Exact name of  registrant as specified in its charter)

 

Nevada
95-4082020
(State or other      jurisdiction of
(I.R.S. Employer
Incorporation or      Organization)
Identification      Number)
 

100 NE 80th  Terrace

Miami, FL 33138

(Address of  principal executive offices)

 

(305) 677-3111

(Registrant's  telephone number, including area code)

 

Medplus Corporation

(Former name, former  address, if changed since last report)

 

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. 

Yes [X] No [ ]

 

Indicate by check mark whether the  registrant is an accelerated filer (as defined in Rule 1b-2 of the Exchange  Act)

Yes [ ] No [X]

 

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

 

As of March 31, 2006, there were  14,158,750 shares of the registrant's Common Stock, par value $.001 per share,  outstanding.

FORWARD LOOKING STATEMENTS

Some of the information presented in this quarterly report constitutesforward-looking statements within the meaning of the private SecuritiesLitigation Reform Act of 1995. Statements that are not historical facts,including statements about management's expectations for fiscal year 2003 andbeyond, are forward looking statements and involve various risks anduncertainties. Although the Company believes that its expectations are based onreasonable assumptions within the bounds of its knowledge, there can be noassurance that actual results will not differ materially from the Company'sexpectations. Factors that could cause the actual results to differ materiallyfrom expectations are discussed in the Company's Annual Report on Form 10-K andin other filings with the Securities and Exchange Commission.

 

FINANCIAL STATEMENTS

 

 

 
**ATLANTIS BUSINESSDEVELOPMENT CORPORATION

CONDENSED CONSOLIDATEDFINANCIAL STATEMENTS

FOR THE THREE MONTHSENDED MARCH 31, 2006 AND 2005

 

 **
 

 

 

 

 

 

 

 

 

 

 

 

 
**ATLANTIS BUSINESSDEVELOPMENT CORPORATION

FOR THE THREE MONTHSENDED MARCH 31, 2006 AND 2005

 

INDEX TO CONDENSEDCONSOLIDATED FINANCIAL STATEMENTS**
 

 

 
**CONDENSED CONSOLIDATED FINANCIALSTATEMENTS:                                                        Page(s)
Condensed consolidated    Balance Sheets as of March 31, 2006

       (unaudited) and December 31, 2005 (audited) 

 

    Condensed consolidated statements of operations for the three months

       ended March 31, 2006 and 2005 (unaudited) 

 

    Condensed consolidated statements of cash flows for the three months

       Ended March 31, 2006 and 2005 (unaudited) 

 

    Notes to the condensed consolidated financial statements 

 

 

 

 

 

 

 
** **
 

ATLANTIS BUSINESSDEVELOPMENT CORPORATION

CONDENSED CONSOLIDATED BALANCESHEETS

MARCH 31, 2006 ANDDECEMBER 31, 2005

 

The accompanying notes are an integral part of these condensedconsolidated financial statements.
**ATLANTIS BUSINESSDEVELOPMENT CORPORATION

CONDENSEDCONSOLIDATED STATEMENTS OF OPERATIONS - UNAUDITED

FOR THE THREE MONTHSENDED MARCH 31, 2006 AND 2005**
 

The accompanying notes are an integral part of these condensedconsolidated financial statements.
**ATLANTIS BUSINESSDEVELOPMENT CORPORATION

CONDENSEDCONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED

FOR THE THREE MONTHSENDED MARCH 31, 2006 AND 2005**
 

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

ATLANTIS BUSINESSDEVELOPMENT CORPORATION

NOTESTO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE MONTHSENDED MARCH 31, 2006 AND 2005

 

NOTE 1- ORGANIZATION AND BUSINESS
The condensed consolidated unaudited interim        financial statements included herein have been prepared by Atlantis        Business Development Corporation (the "Company"), pursuant to the rules        and regulations of the Securities and Exchange Commission. The condensed        consolidated financial statements and notes are presented as permitted        on Form 10-Q and do not contain information included in the Company's        annual consolidated statements and notes. For further information, these        financial statements and related notes should be read in conjunction        with the Company's audited financial statements for the year ended        December 31, 2005 and the accompanying notes thereto. Certain        information and footnote disclosures normally included in financial        statement prepared in accordance with accounting principles generally        accepted in the United States of America have been condensed or omitted        pursuant to such rules and regulations, although the Company believes        that the disclosures are adequate to make information presented not        misleading. The result of the three months ended March 31, 2006 and 2005        may not be indicative of the results for the entire year.

These condensed consolidated unaudited financial        statements reflect all adjustments, consisting of normal recurring        adjustments, which in the opinion of management are necessary for fair        presentation of the information contained herein.

The Company was incorporated in the State of Delaware        in December 1986 as Vision Technology International. They changed their        name in 1992 to Medplus Corporation and in August 2003, changed its name        to Atlantis Business Development Corporation. The Company had operated        in the health care financing industry. The Company ceased all operations        in 1998 and has little or no viable operations since that date.

On April 20, 2003, the Company's Board of Directors        voted to be regulated as a Business Development Company pursuant to        Section 54 of the Investment Company Act of 1940. A Business Development        Company is an investment company designed to assist eligible portfolio        companies with capital information. The decision to become a Business        Development Company was made primarily to better reflect the Company's        anticipated future business and developing relationships. The Company        does not intend to focus its investments in any one industry; but        intends to carefully screen any and all candidates that appear to have        superior investment opportunities.

 
**ATLANTIS BUSINESSDEVELOPMENT CORPORATION

NOTES TO CONDENSEDCONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE MONTHSENDED MARCH 31, 2006 AND 2005

 

NOTE 1- ORGANIZATION AND BUSINESS (CONTINUED)

With this new designation, the Company as of April 1,        2003, has offset their existing additional paid-in capital to the        deficits that had accumulated since inception (December 1986). The net        result was that the deficit accumulated in the development stage was        left with a balance of $540,643.

The Company acquired assets from an individual for        $3,970,000 and put them into a newly formed wholly owned subsidiary        E-Direct Inc. in the quarter ending June 30, 2004. The Company        recognized $200,000 of assets and $3,770,000 of goodwill.

In January 2005, the Company merged with a Nevada        corporation and remained the surviving corporation with a Nevada        domicile.

On January 21, 2005, the Company spun off its wholly        owned subsidiary E-Direct, Inc. The financial statements for the years        ended December 31, 2005 and 2004 include reclassifications of the        operations of the Company to reflect the disposal of the subsidiary        below the line as discontinued operations in accordance with the        provisions of FASB 144, "Accounting for the Impairment or Disposal of        Long-Lived Assets". There was $3,770,000 of goodwill written off with        the disposition.
**ATLANTIS BUSINESSDEVELOPMENT CORPORATION

NOTES TO CONDENSEDCONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE MONTHSENDED MARCH 31, 2006 AND 2005**
 
**NOTE 1- ORGANIZATION AND BUSINESS (CONTINUED)
On March 7, 2005, the Company formed, as a wholly        owned subsidiary, 727 Communications, Inc. This Company was formed to        sell voice over the internet protocol (VOIP) minutes. Also in March 2005        the Company signed an asset purchase agreement with its former        subsidiary. The Company issued 2,000,000 shares of stock for certain        assets and goodwill.

On September 16, 2005, the Company spun off its        wholly owned subsidiary 727 Communications, Inc. The financial        statements for the year ended December 31, 2005 include        reclassifications of the operations of the Company to reflect the        disposal of the subsidiary below the line as discontinued operations in        accordance with the provisions of FASB 144, "Accounting for the        Impairment or Disposal of Long-Lived Assets. There was $613,960 of        goodwill written off upon the disposition.
**NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
**Principles of Consolidation
The condensed consolidated financial statements        include the accounts of the Company and its wholly owned subsidiary for        the three months ended March 31, 2006 and 2005. All significant        intercompany accounts and transactions have been eliminated in        consolidation. As of March 31, 2006, the Company has no subsidiaries.        The statements are presented as consolidated to reflect past companies.
**Use of Estimates**
The preparation of financial statements in conformity        with accounting principles generally accepted in the United States of        America requires management to make estimates and assumptions that        affect the reported amounts of assets and liabilities and disclosure of        contingent assets and liabilities at the date of the financial        statements and the reported amounts of revenues and expenses during the        reporting period. Actual results could differ from those estimates.
**Fiscal Year Change**
Effective the calendar year beginning January 1,        2005, the Company has changed from a fiscal year end of March 31st to        December 31st. A nine-month fiscal transition period from April 1, 2004        through December 31, 2004 precedes the start of the new calendar-year        cycle.
**ATLANTIS BUSINESSDEVELOPMENT CORPORATION

NOTES TO CONDENSEDCONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE MONTHSENDED MARCH 31, 2006 AND 2005

 

NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(CONTINUED)
Cash and Cash Equivalents

The Company considers all highly liquid debt        instruments and other short-term investments with an initial maturity of        three months or less to be cash or cash equivalents.

At March 31, 2006, the Company maintained cash and        cash equivalent balances at one financial institution that is insured by        the Federal Deposit Insurance Corporation, whose amounts do not exceed        the insured limit of $100,000.
**Revenue Recognition**
The Company records its revenue on the accrual basis,        whereby revenue is recognized when earned and expenses recognized when        incurred.
**Property and Equipment**
Property and equipment are stated at cost.        Maintenance and repairs that do not add materially to the value of the        asset nor appreciably prolong its useful life are charged to expense as        incurred. Gains or losses on the disposal of property and equipment are        included in the determination of income.

Depreciation of property and equipment and        amortization of leasehold improvements are provided using the        straight-line method over the following estimated useful lives:

Computers, and equipment 5 years
**Fair Value of Financial Instruments**
The carrying amounts reported in the balance sheet        for cash and accrued expenses approximate fair value because of the        immediate or short-term maturity of these financial statements.
**ATLANTIS BUSINESSDEVELOPMENT CORPORATION

NOTES TO CONDENSEDCONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE MONTHSENDED MARCH 31, 2006 AND 2005**
 
**NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(CONTINUED)**Income Taxes**
Deferred income taxes are reported using the        liability method. Deferred tax assets are recognized for deductible        temporary differences and deferred tax liabilities are recognized for        taxable temporary differences. Temporary differences are the differences        between the reported amounts of assets and liabilities and their tax        bases. Deferred tax assets are reduced by a valuation allowance when, in        the opinion of management, it is more likely than not that some portion        or all of the deferred tax assets will not be realized. Deferred tax        assets and liabilities are adjusted for the effects of changes in tax        laws and rates on the date of enactment.

 
**Goodwill And Other Intangible Assets**
In June 2001, the Financial Accounting Standards        Board ("FASB") issued Statement No. 142 "Goodwill and Other Intangible        Assets". This statement addresses financial accounting and reporting for        acquired goodwill and other intangible assets and supercedes APB opinion        No. 17, "Intangible Assets". It addresses how intangible assets that are        acquired individually or with a group of other assets (but not those        acquired in a business combination) should be accounted for in the        financial statements upon their acquisition. This Statement also        addresses how goodwill and other intangible assets should be accounted        for after they have been initially recognized in the financial        statements. The Company, in its acquisitions, recognized $3,770,000 of        goodwill for the transitional period ended December 31, 2004. The        Company also recognized another $613,960 of goodwill during the first        quarter 2005 when it acquired another company. By the end of the third        quarter 2005, the Company had spun-off both of these entities and        impaired the goodwill of $4,383,960 associated with the acquisitions.
**ATLANTIS BUSINESSDEVELOPMENT CORPORATION

NOTES TO CONDENSEDCONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE MONTHSENDED MARCH 31, 2006 AND 2005**
 
**NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(CONTINUED)
Loss In Net Assets From Operations Per Share

Historical net (loss) per common share is computed        using the weighted average number of common shares outstanding. Diluted        earnings per share (EPS) include additional dilution from common stock        equivalents, such as stock issuable pursuant to the exercise of stock        options and warrants. There were no common stock equivalents outstanding        for the periods presented.

The following is a reconciliation of the computation        for basic and diluted EPS:

**Stock-Based Compensation

Employee stock awards under the Company's        compensation plans are accounted for in accordance with Accounting        Principles Board Opinion No. 25 ("APB 25"), "*Accounting for Stock        Issued to Employees*", and related interpretations. The Company        provides the disclosure requirements of Statement of Financial        Accounting Standards No. 123, "*Accounting for Stock-Based        Compensation*" ("SFAS 123"), and related interpretations. Stock-based        awards to non-employees are accounted for under the provisions of SFAS        123 and has adopted the enhanced disclosure provisions of SFAS No. 148        "Accounting for Stock-Based Compensation- Transition and Disclosure, an        amendment of SFAS No. 123".
**ATLANTIS BUSINESSDEVELOPMENT CORPORATION

NOTES TO CONDENSEDCONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE MONTHSENDED MARCH 31, 2006 AND 2005**
 
**NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(CONTINUED)
Stock-Based Compensation (continued)

The Company measures compensation expense for its        employee stock-based compensation using the intrinsic-value method.        Under the intrinsic-value method of accounting for stock-based        compensation, when the exercise price of options granted to employees is        less than the estimated fair value of the underlying stock on the date        of grant, deferred compensation is recognized and is amortized to        compensation expense over the applicable vesting period. In each of the        periods presented, the vesting period was the period in which the        options were granted.

The Company measures compensation expense for its        non-employee stock-based compensation under the Financial Accounting        Standards Board (FASB) Emerging Issues Task Force (EITF) Issue No.        96-18, "*Accounting for Equity Instruments that are Issued to Other        Than Employees for Acquiring, or in Conjunction with Selling, Goods or        Services*". The fair value of the option issued is used to measure        the transaction, as this is more reliable than the fair value of the        services received. The fair value is measured at the value of the        Company's common stock on the date that the commitment for performance        by the counterparty has been reached or the counterparty's performance        is complete. The fair value of the equity instrument is charged directly        to compensation expense and additional paid-in capital.
**Common Stock Issued For Other Than Cash

Services purchased and other transactions settled in        the Company's common stock are recorded at the estimated fair value of        the stock issued if that value is more readily determinable than the        fair value of the consideration received.
**Recent Accounting Pronouncements****Share Based Payments**
In December 2004, the FASB issued Financial        Accounting Standards No. 123 (revised 2004) (FAS 123R), "Share-Based        Payment, " FAS 123R replaces FAS No. 123, "Accounting for Stock-Based        Compensation", and supersedes APB Opinion No. 25, "Accounting for Stock        Issued to Employees." FAS 123R requires compensation expense, measured        as the
**ATLANTIS BUSINESSDEVELOPMENT CORPORATION

NOTES TO CONDENSEDCONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE MONTHSENDED MARCH 31, 2006 AND 2005**
 
**NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(CONTINUED)
Recent Accounting Pronouncements (continued)

Share Based Payments (continued)

fair value at the grant date, related to share-based        payment transactions to be recognized in the financial statements over        the period that an employee provides service in exchange for the award.        The Company intends to adopt FAS 123R using the "modified prospective"        transition method as defined in FAS 123R. Under the modified prospective        method, companies are required to record compensation cost prospectively        for the unvested portion, as of the date of adoption, of previously        issued and outstanding awards over the remaining vesting period of such        awards. FAS 123R is effective January 1, 2006. The Company does not        anticipate that the implementation of this standard will have a material        impact on its financial position, results of operations or cash flows.
**NOTE 3- FIXED ASSETS
Fixed Assets consist of the following at March 31, 2006 and December        31, 2005:

 

 

 

 

 

Depreciation expense for the three months ended March 31, 2006 and        December 31, 2005, was $4,302 and $12,906, respectively. 
**ATLANTIS BUSINESSDEVELOPMENT CORPORATION

NOTES TO CONDENSEDCONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE MONTHSENDED MARCH 31, 2006 AND 2005**
 
**NOTE 4-**SHORT-TERM ADVANCES - DUE TO OFFICER
The advances represent notes that are due with no        specific repayment terms from a related party.
**NOTE 5- STOCKHOLDERS' EQUITY (DEFICIT)
On March 31, 2006, the Company had 200,000,000 shares        of common stock authorized at a par value of $.001, and 14,158,750        shares issued and outstanding.

The Company on February 15, 2006 issued 145,000        shares of its stock with an average fair market value of $0.09 per share        for cash totaling $13,330.

 
**NOTE 6- COMMITMENTS AND CONTINGENCIES
On January 7, 2005, the Company entered into an        Equity Line of Credit Agreement with Ocean State Investments whereby the        Company shall issue and sell to the investor, from time to time, shares        of the Company's common stock in exchange for advances to the Company up        to an aggregate of $5,000,000. The Company shall utilize the net        proceeds from the advances for working capital purposes.
**NOTE 7- PROVISION FOR INCOME TAXES
The Company did not provide for income taxes for the        three months ended March 31, 2006. Additionally, the Company established        a valuation allowance equal to the full amount of the deferred tax        assets due to the uncertainty of the utilization of the operating losses        in future periods.

At March 31, 2006 and December 31, 2005, the deferred tax assets        consists of the following:

 
**ATLANTIS BUSINESSDEVELOPMENT CORPORATION

NOTES TO CONDENSEDCONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE MONTHSENDED MARCH 31, 2006 AND 2005

 

NOTE 7- PROVISION FOR INCOME TAXES (CONTINUED)
At March 31, 2006 and March 31, 2005, the deferred tax assets        consists of the following:

 

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION ANDRESULTS OF OPERATIONS

LIQUIDITY AND CAPITAL RESOURCES

At Mach 31, 2006, the Company had working capital of $1,658. Additionally,the Company can rely on its Equity Line of Credit Agreement if necessary to fundoperations.

RESULTS OF OPERATIONS

There was $0.00 in revenue derived from the Company for the three-monthperiod ended March 31, 2006. There was $22,0000 revenue for the three monthperiod ended March 31, 2005.

There was $16,247 Operational Expenses for operations for the three-monthperiod ended Mach 31, 2006, compared to $3,802,690 in operating expenses for thethree-month period ended March 31, 2005. This increase in operational expense isattributable to the impairment of goodwill associated with the disposition of asubsidiary in the first quarter of 2005.

There were no Sales and Marketing expenses for the three month period endedMarch 31, 2006, or Mach 31, 2005.

Off Balance Sheet Transactions

The Company had no off-balance sheet transactions.

 

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk.

We are exposed to market risks in the ordinary course of our business. Theserisks include primarily interest rate risks. 

 
*Interest Rate Risk. We have borrowing arrangements with variable rates ofinterest. There are no amounts outstanding at March 31, 2006 under sucharrangements. We also maintain cash in highly liquid investment vehiclesincluding money market accounts, which bear interest at variable overnight orshort term rates. Variable interest rate investment and debt exposes us todifferences in future cash flows resulting from changes in market interestrates. We do not believe that our current debt exposes the Company to interestrate risks will significantly affect future net earnings. 

 
*Foreign Currency Risk. We have no foreign currency risks related to ourrevenue and operating expenses denominated in currencies other than the U.S.dollar. We do not believe movements in the foreign currencies in which wetransact will significantly affect future net earnings. 

 
*Derivatives. We do not use derivative financial instruments. 

ITEM 4. Controls and Procedures 

As of March 31, 2006, the Company carried out an evaluation of theeffectiveness of the Company's disclosure controls and procedures (as defined byRule 13a-14(c) under the Securities Exchange Act of 1934) under the supervisionand with the participation of the Company's chief executive officer and chieffinancial officer. Based on and as of the date of such evaluation, theaforementioned officers have concluded that the Company's disclosure controlsand procedures were effective. 

The Company also maintains a system of internal accounting controls that isdesigned to provide assurance that assets are safeguarded and that transactionsare executed in accordance with management's authorization and properlyrecorded. This system is continually reviewed and is augmented by writtenpolicies and procedures, the careful selection and training of qualifiedpersonnel and an internal audit program to monitor its effectiveness. During thethree-month period ended March 31, 2006, there were no significant changes tothis system of internal controls or in other factors that could significantlyaffect those controls. 

PART II

OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None

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

None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS

None.
 

ITEM 5. OTHER INFORMATION

None

ITEM 6. EXHIBITS

Exhibits

31     Rule    13a-41(a)/15d-14(a) Certificates

32     Section 1350    Certifications

 

Signatures

Pursuant to the requirements of the Securities and Exchange Act of 1934, theregistrant has duly caused this report to be signed on its behalf by theundersigned thereunto duly authorized.

ATLANTIS BUSINESS DEVELOPMENT CORPORATION

 

Date: May 12, 2006

                                                                                                                           ***/s/ Christopher Dubeau               ***

                                                                                                                           Christopher Dubeau

                                                                                                                           CEO

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