UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





FORM 10-Q





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


SECURITIES EXCHANGE ACT OF 1934





For the quarterly period ended March 31, 2011





OR





 ̈ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE


SECURITIES EXCHANGE ACT OF 1934




For The Transition Period __________ To __________





ATLAS CAPITAL HOLDINGS, INC.




Nevada

333-144645

20-5549779(State or Jurisdiction of

Commission File Number

(I.R.S. EmployerIncorporation or organization



Identification No.)


(Name of small business issuer in its charter)





2234 N. Federal Highway, Suite 330


Boca Raton, Florida 33431


561-488-7624





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 a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer  ̈ Accelerated file  ̈ Non-accelerated filer  ̈   Smaller reporting company x





Indicate by check mark whether the Registrant is a shell company (as defined in Rule a12b-2 of the ExchangeYes ̈Nox





Number of shares of Atlas Capital Holdings, Inc. common stock, $0.001 as of March 31, 2011: 27,974,000 exclusive of treasury shares.








TABLE OF CONTENTS




PageNumberPART 1:
FINANCIAL INFORMATIONItem 1.
Financial StatementsBalance sheets at March 31, 2011 (unaudited) and June 30, 2010
3Statements of Operations for the three and nine month periods ended March 31, 2011 and 2010 and September 13, 2006 (Inception) to March 31, 2011 (unaudited)
4Statement of Changes in Stockholders' Equity from September 13, 2006 (Inception) to March 31, 2011
5Statement of Cash Flows for the month periods ended March 31, 2011 and 2010 and September 13, 2010 (Inception) to March 31, 2011 (unaudited)
6Notes to the Financial Statements
7Item 2.
Managements's Discussion and Analysis of Financial Condition and Results of Opeations
18Item 3.
Quantitative and Qualitative Disclosures About Market Risk
23Item 4.
Controls and Procedures
23Part II:
OTHER INFORMATIONItem 1.
Legal Proceedings
23Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
24Item 3.
Defaults Upon Senior Securities
25Item 4.
Submission of Matters to a Vote of Security Holders
25Item 5.
Other Information
25Item 6.
Exhibits and Reports on Form 8-K
25SIGNATURES


2





PART 1 - FINANCIAL INFORMATION





ITEM 1.  FINANCIAL STATEMENTS





ATLAS CAPITAL HOLDINGS, INC.


(A Development Stage Company)





BALANCE SHEETS





March 31,


June 30,2011


2010(Unaudited)ASSETSCurrent assets:Cash

$
313,250


$
-Total current assets


313,250



-Total Assets


313,250



-LIABILITIES AND STOCKHOLDERS' EQUITYCurrent liabilities:Deferred revenue

$
100,000


$
-Loan from shareholder


1,800



800Total current liabilities


101,800



800Stockholders' equity:Common stock, $.0001 par value, authorized 100,000,000shares;  21,724,000  and 17,434,000  issued and outstanding as ofMarch 31, 2011 and September 30, 2010 and June 30, 2010, respectively


2,172



1,743Additional paid-in capital


397,596



183,525Accumulated deficit during development stage


(188,318
)


(186,068
)Total stockholders' equity


211,450



(800
)Total liabilities and stockholders' equity

$
313,250


$
-





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


3





ATLAS CAPTIAL HOLDINGS, INC.


(A Development Stage Company)





STATEMENTS OF OPERATIONS


(Unaudited)





For the PeriodThree Months Ended


Nine Months Ended


September 13, 2006March 31,


March 31,


(Inception) to2011


2010


2011


2010


March 31, 2011Revenue

$
-


$
-


$
-


$
4,000


$
36,000Expenses:General and administrative


1,250



800



2,250



5,389



224,318Total expenses


1,250



800



(2,250
)


(1,389
)


224,318Net income (loss)

$
(1,250
)

$
(800
)

$
(2,250
)

$
(1,389
)

$
(188,318
)Weighted average number ofcommon shares outstanding, basic and fully diluted


18,864,000



15,296,222



17,903,708



11,762,467Net loss per weighted sharebasic and fully diluted

$
(0.00
)

$
(0.00
)

$
(0.00
)

$
(0.00
)





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


4





ATLAS CAPITAL HOLDINGS, INC.


(A Development Stage Company)





STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY


(Unaudited)





AccumulatedAdditional


Deficit During


TotalCommon Stock


Paid-in


Developmental


Stockholders'Shares


Amount


Capital


Stage


EquityBalance, June 30, 2008


10,034,000


$
1,003


$
176,347


$
(178,516
)

$
(1,166
)Net loss for year ended June 30, 2009














(6,163
)

$
(6,163
)-



-



-Balance, June 30, 2009


10,034,000



1,003



176,347



(184,679
)


(7,329
)Shareholder contribution










5,604







5,604Shareholder loan converted to paid-in capital










2,314







2,314Shares issued in connection with merger with Atlas Capital Partners, LLC


7,400,000



740



(740
)






-Net loss for the year ended June 30, 2010


-



-



-



(1,389
)


(1,389
)Balance, June 30, 2010


17,434,000



1,743



183,525



(186,068
)


(800
)Shares sold for cash


4,290,000



429



214,071







214,500Net loss for nine months ended March 31, 2011














(2,250
)


(2,250
)Balance, March 31, 2011


21,724,000


$
2,172


$
397,596


$
(188,318
)

$
211,450





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


5





ATLAS CAPITAL HOLDINGS, INC.


(A Development Stage Company)


STATEMENTS OF CASH FLOWS


(Unaudited)





For the PeriodSeptember 30, 2006Nine Months Ended


(Inception) toMarch 31,


March 312011


2010


2011Cash flows from operating activities:Net loss

$
(2,250
)

$
(1,389
)

$
(188,318
)Adjustments to reconcile net loss to net cash:used for operating activities:Stock based compensation


-



-



170,650Increase (decrease) in customer deposits


-



(1,000
)


-Increase(decrease) in accrued liabilities


1,000



(4,500
)


1,000Increase (decrease) in deferred revenue


100,000







100,000-Net cash used in operating activities


98,750



(6,889
)


83,332Cash flows from financing activities:Issuance of common stock


214,500



-



221,200Proceeds from shareholder loan


-



800



800Contribution to paid in capital


-



5,604



7,918Net cash provided by financing activities


214,500



6,404



229,918Net increase (decrease) in cash


313,250



(485
)


313,250Cash, beginning of period


-



485



-Cash, end of period

$
313,250


$
-


$
313,250Supplemental disclosures of non-cash investingand financing activities:Issuance of 7,400,000 shares of common stock onbasis of two for one shares held by shareholdersof Atlas Capital Partners, LLC ("Atlas") inconnection with a merger of the Company and Atlas

$
-






$
740Shareholder loan converted to paid-in capital

$
-


$
2,314


$
2,314Issuance of 3,400,000 shares of common stock for consulting services

$
-


$
-


$
170,000Issuance of 6,500,000 shares of common stock forcompensation to founding shareholder

$
-


$
-


$
650





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


6





ATLAS CAPITAL HOLDINGS, INC.


(A DEVELOPMENTAL STAGE COMPANY)


NOTES TO THE FINANCIAL STATEMENTS





Note 1 – Organization and summary of significant accounting principles





Organization





Atlas Capital Holdings, Inc. (“Atlas” or the “Company’) was organized September 13, 2006 (Date of Inception) under the laws of the State of Nevada. The Company has not commenced significant operations and, in accordance with Financial Accounting Standard Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 915, “Development Stage Entity,” the Company is considered a development stage company.





Atlas assists small to medium-sized enterprises (“SMEs”) with overcoming their impediments to growth, by providing SMEs high caliber business and financial expertise as well as the capital to begin their path to growth.





The Company operated under the name of Micro Mammoth Solutions, Inc. from date of Inception through January 25, 2010.





On March 1, 2011 the Company entered into a Joint Venture Agreement  (“JVA”) with Clean Energy Pathways, Inc. (“CEP”). Under the JVA, the Company agreed to become the marketing and financing operation for CEP and CEP agreed to pay $100,000 to the Company as an engagement fee under the JVA.




As of March 1, 2011 the Company’s main business involves working closely with CEP to market and develop financial interest for solar project developments that are sponsored by CEP.  The Company serves as the marketing and interest building and investment arm for each project.





Accounting period





The Company has adopted an annual accounting period of July through June.





Use of estimates





The preparation of financial statements in conformity with generally accepted accounting principles 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 revenue and expenses during the reporting period.  Actual results could differ significantly from those estimates.


7





ATLAS CAPITAL HOLDINGS, INC.


(A DEVELOPMENTAL STAGE COMPANY)


NOTES TO THE FINANCIAL STATEMENTS





Note 1 – Organization and summary of significant accounting principles (continued)





Cash and cash equivalents





For the purpose of the statements of cash flows, all highly liquid investments with a maturity of three months or less are considered to be cash equivalents.





Revenue recognition





Revenue is recognized on an accrual basis after services have been performed under contract terms, the service price to the client is fixed or determinable, and collectability is reasonably assured.





Furniture and equipment





Furniture and equipment are stated at cost less accumulated depreciation.  It is the policy of the Company to capitalize items greater than or equal to $1,000. Depreciation is computed using the straight-line method over the expected useful lives of the assets.  Upon retirement or other disposition of depreciable assets, the cost and related accumulated depreciation are eliminated from the accounts, and any gain or loss on disposal is credited to or charged against income.





Fair value of financial instruments





The fair values of the Company’s assets and liabilities that qualify as financial instruments under FASB ASC Topic 825, “Financial Instruments,” approximate their carrying amounts presented in the accompanying balance sheet at March 31, 2011 and June 30, 2010.





Loss per share





The Company complies with the accounting and disclosure requirements of FASB ASC 260, “Earnings Per Share.”  Basic loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding during the period.  Diluted loss per common share incorporates the dilutive effect of common stock equivalents on an average basis during the period.


8


ATLAS CAPITAL HOLDINGS, INC.


(A DEVELOPMENTAL STAGE COMPANY)


NOTES TO THE FINANCIAL STATEMENTS





Note 1 – Organization and summary of significant accounting principles (continued)





Income Taxes





The Company accounts for income taxes in accordance with FASB ASC Topic 740 “Income Taxes,” which requires accounting for deferred income taxes under the asset and liability method.  Deferred income tax asset and liabilities are computed for difference between the financial statement and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future based on the 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 the deferred income tax assets to the amount expected to be realized.





In accordance with GAAP, the Company is required to determine whether a tax position of the Company is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The Company files an income tax return in the U.S. federal jurisdiction, and may file income tax returns in various U.S. state and local jurisdictions.  The tax benefit to be recognized is measured as the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement.  De-recognition of a tax benefit previously recognized could result in the Company recording a tax liability that would reduce net assets. This policy also provides guidance on thresholds, measurement, de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition that is intended to provide better financial statement comparability among different entities.  It must be applied to all existing tax positions upon initial adoption and the cumulative effect, if any, is to be reported as an adjustment to stockholder’s equity as of July 1, 2009.





Based on its analysis, the Company has determined that the adoption of this policy did not have a material impact on the Company’s financial statements upon adoption. However, management’s conclusions regarding this policy may be subject to review and adjustment at a later date based on factors including, but not limited to, on-going analyses of and changes to tax laws, regulations and interpretations thereof.





Interest and Penalty Recognition on Unrecognized Tax Benefits





The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses.


9


ATLAS CAPITAL HOLDINGS, INC.


(A DEVELOPMENTAL STAGE COMPANY)


NOTES TO THE FINANCIAL STATEMENTS





Note 1 – Organization and summary of significant accounting principles (continued)





Comprehensive Income





The Company complies with FASB ASC Topic 220, “Comprehensive Income,” which establishes rules for the reporting and display of comprehensive income (loss) and its components.  FASB ASC Topic 220 requires the Company’ to reflect as a separate component of stockholders’ equity items of comprehensive income.





Stock-Based Compensation




The Company complies with FASB ASC Topic 718 “Compensation – Stock Compensation,” which establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments. FASB ASC Topic 718 focuses primarily on accounting for transactions in which an entity obtains employee services in share-based payment transactions. FASB ASC Topic 718 requires an entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award the requisite service period (usually the vesting period). No compensation costs are recognized for equity instruments for which employees do not render the requisite service. The grant-date fair value of employee share options and similar instruments will be estimated using option-pricing models adjusted for the unique characteristics of those instruments (unless observable market prices for the same or similar instruments are available). If an equity award is modified after the grant date, incremental compensation cost will be recognized in an amount equal to the excess of the fair value of the modified award over the fair value of the original award immediately before the modification.





Valuation of Investments in Securities at Fair Value—Definition and Hierarchy




FASB ASC Topic 820 “Fair Value Measurements and Disclosures” provides a framework for measuring fair value under generally accepted accounting principles in the United States and requires expanded disclosures regarding fair value measurements.  ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date. In determining fair value, the Company uses various valuation approaches.  In accordance with GAAP, a fair value hierarchy for inputs is used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available.  Observable inputs are those that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company.  Unobservable inputs reflect the Company’s assumptions about the inputs marketparticipants would use in pricing the asset or liability developed based on the best information available in the circumstances.  FASB ASC Topic 820 establishes a three-tiered fair value hierarchy that prioritizes inputs to valuation techniques used in fair value calculations, as follows:


10


ATLAS CAPITAL HOLDINGS, INC.


(A DEVELOPMENTAL STAGE COMPANY)


NOTES TO THE FINANCIAL STATEMENTS





Note 1 – Organization and summary of significant accounting principles (continued)





Valuation of Investments in Securities at Fair Value—Definition and Hierarchy (continued)




Level 1 - Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access.  Valuation adjustments and block discounts are not applied to Level 1 securities.  Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment.




Level 2 - Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.




Level 3 -Valuations based on inputs that are unobservable and significant to the overall fair value measurement.




The availability of valuation techniques and observable inputs can vary from security to security and is affected by a wide variety of factors including, the type of security, whether the security is new and not yet established in the marketplace, and other characteristics particular to the transaction.  To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment.  Those estimated values do not necessarily represent the amounts that may be ultimately realized due to the occurrence of future circumstances that cannot be reasonably determined.




Because of the inherent uncertainty of valuation, those estimated values may be materially higher or lower than the values that would have been used had a ready market for the securities existed. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for securities categorized in Level 3. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement in its entirety falls is determined based on the lowest level input that is significant to the fair value measurement.




11


ATLAS CAPITAL HOLDINGS, INC.


(A DEVELOPMENTAL STAGE COMPANY)


NOTES TO THE FINANCIAL STATEMENTS





Note 1 – Organization and summary of significant accounting principles (continued)





Valuation of Investments in Securities at Fair Value—Definition and Hierarchy (continued)




Fair value is a market-based measure considered from the perspective of a market participant rather than an entity-specific measure.  Therefore, even when market assumptions are not readily available, the Company’s own assumptions are set to reflect those that market participants would use in pricing the asset or liability at the measurement date.  The Company uses prices and inputs that are current as of the measurement date, including periods of market dislocation.  In periods of market dislocation, the observability of prices and inputs may be reduced for many securities.  This condition could cause a security to be reclassified to a lower level within the fair value hierarchy.





Valuation Techniques





The Company values investments in securities that are freely tradable and are listed on a national securities exchange or reported on the NASDAQ national market at their last sales price as of the last business day of the year.





Government Bonds





The fair value of sovereign government bonds is generally based on quoted prices in active markets. When quoted prices are not available, fair value is determined based on a valuation model that uses inputs that include interest-rate yield curves, cross-currency-basis index spreads, and country credit spreads similar to the bond in terms of issuer, maturity and seniority.





Certificate of Deposits





The fair values of the bank certificate of deposits are based on the face value of the certificate of deposits.





Recently Adopted Accounting Pronouncements





In January 2010, the FASB issued Accounting Standards Update 2010-06,“Fair Value Measurements and Disclosures (Topic 820) - Improving Disclosures about Fair Value Measurements” (ASU 2010-06), to require new disclosures related to transfers into and out of Levels 1 and 2 of the fair value hierarchy and additional disclosure requirements related to Level 3 measurements.  The guidance also clarifies existing fair value measurement disclosures about the level of disaggregation and about inputs and valuation techniques used to measure fair value.  The additional disclosure requirements are effective for the first reporting period beginning after December 15, 2009, except for the additional disclosure requirements related to Level 3 measurements, which are effective for fiscal years beginning after December 15, 2010.  The adoption of the additional requirements is not expected to have any financial impact on the Company’s consolidated financial statements.


12





ATLAS CAPITAL HOLDINGS, INC.


(A DEVELOPMENTAL STAGE COMPANY)


NOTES TO THE FINANCIAL STATEMENTS





Note 1 – Organization and summary of significant accounting principles (continued)





Recently Adopted Accounting Pronouncements (continued)




In April 2010, the FASB issued ASU No. 2010-13, “Compensation - Stock Compensation (Topic 718): Effect of Denominating the Exercise Price of a Share-Based Payment Award in the Currency of the Market in Which the Underlying Equity Security Trades ,” which addresses the classification of a share-based payment award with an exercise price denominated in the currency of a market in which the underlying equity security trades. Topic 718 is amended to clarify that a share-based payment award with an exercise price denominated in the currency of a market in which a substantial portion of the entity’s equity securities trades shall not be considered to contain a market, performance, or service condition. Therefore, such an award is not to be classified as a liability if it otherwise qualifies as equity classification. The amendments in this update should be applied by recording a cumulative-effect adjustment to the opening balance of retained earnings. The cumulative-effect adjustment should be calculated for all awards outstanding as of the beginning of the fiscal year in which the amendments are initially applied, as if the amendments had been applied consistently since the inception of the award. ASU No. 2010-13 is effective for interim and annual periods beginning on or after December 15, 2010 and is not expected to have a material impact on the Company’s consolidated financial position or results of operations. The Company adopted the pronouncement on January 1, 2011 resulting in no impact to the Company’s consolidated financial statements.




In December 2010, FASB issued ASC ASU 2010-28, “When to Perform Step 2 of the Goodwill Impairment Test for Reporting Units with Zero or Negative Carrying Amounts (Topic 350) — Intangibles — Goodwill and Other.” ASU 2010-28 amends the criteria for performing Step 2 of the goodwill impairment test for reporting units with zero or negative carrying amounts and requires performing Step 2, if qualitative factors indicate that it is more likely than not that goodwill impairment exists. The amendments to this update are effective for us in the first quarter of 2011. Any impairment to be recorded upon adoption will be recognized as an adjustment to our beginning retained earnings. The Company adopted the pronouncement on January 1, 2011 resulting in no impact to the Company’s consolidated financial statements.





In August 2009, the FASB issued Accounting Standards Update 2009-05 (ASU 2009-05), “Fair Value Measurements and Disclosures (Topic 820) – Measuring Liabilities at Fair Value,” to amend FASB ASC Topic 820, “Fair Value Measurements and Disclosures,” to provide guidance on the measurement of liabilities at fair value.  The guidance provides clarification that in circumstances in which a quoted market price in an active market for an identical liability is not available, an entity is required to measure fair value using a valuation technique that uses the quoted price of an identical


13


ATLAS CAPITAL HOLDINGS, INC.


(A DEVELOPMENTAL STAGE COMPANY)


NOTES TO THE FINANCIAL STATEMENTS





Note 1 – Organization and summary of significant accounting principles (continued)





Recently Adopted Accounting Pronouncements (continued)





liability when traded as an asset or, if unavailable, quoted prices for similar liabilities or similar assets when traded as assets.  If none of this information is available, an entity should use a valuation technique in accordance with existing fair valuation principles.  The Company adopted the guidance effective October 1, 2009, and there was no material impact on the Company’s financial statements or related footnotes.





In December 2009, the FASB issued Accounting Standards Update (ASU) 2009-17, “Consolidations (FASB ASC Topic 810) - Improvements to Financial Reporting by Enterprises Involved with Variable Interest Entities,” which codifies FASB Statement No. 167, Amendments to FASB Interpretation No. 46(R). ASU 2009-17 represents a revision to former FASB Interpretation No. 46 (Revised December 2003), “Consolidation of Variable Interest Entities,” and changes how a reporting entity determines when an entity that is insufficiently capitalized or is not controlled through voting (or similar rights) should be consolidated. The determination of whether a reporting entity is required to consolidate another entity is based on, among other things, the other entity’s purpose and design and the reporting entity’s ability to direct the activities of the other entity that most significantly impact the other entity’s economic performance.  ASU 2009-17 also requires a reporting entity to provide additional disclosures about its involvement with variable interest entities and any significant changes in risk exposure due to that involvement. A reporting entity will be required to disclose how its involvement with a variable interest entity affects the reporting entity’s financial statements.  ASU 2009-17 is effective at the start of a reporting entity’s first fiscal year beginning after November 15, 2009, or the Company’s fiscal year beginning January 1, 2010. Early application is not permitted. We have not yet determined the impact, if any, which of the provisions of ASU 2009-15 may have on the Company’s financial statements




Concentration of Credit Risk





The Company maintains its cash and cash equivalents in bank deposit accounts, which, at times may exceed federally insured limits.  The Company has not experienced any losses in such accounts.  Management believes the Company is not exposed to any significant credit risk related to cash and cash equivalents.


14


ATLAS CAPITAL HOLDINGS, INC.


(A DEVELOPMENTAL STAGE COMPANY)


NOTES TO THE FINANCIAL STATEMENTS





Note 2 –Going Concern





The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the recoverability of assets and the satisfaction of liabilities in the normal course of business.  As noted above, the Company is in the development stage and, accordingly, has not yet generated significant revenues from operations.  As a development stage Company, it has generated revenues totaling $36,000 and incurred accumulated net losses of approximately $188,000 from September 13, 2006 (inception) through the period ended March 31, 2011.





The ability of the Company to continue as a going concern is dependent upon its ability to raise additional capital from the sale of common stock and, ultimately, the achievement of significant operating revenues.  The accompanying financial statements do not include any adjustments that might be required should the Company be unable to recover the value of its assets or satisfy its liabilities.





Note 3 –Income Taxes





At March 31, 2011, the Company had approximately $188, 000 of net operating losses (“NOL”) carry-forwards for federal and state income purposes.  These losses are available for future years and expire through 2030.  Utilization of these losses may be severely or completely limited if the Company undergoes an ownership change pursuant to Internal Revenue Code Section 382.


The deferred tax asset is summarized as follows:





March 31,2011Deferred tax asset:Net operating loss carryforwards

$
71,000Deferred tax asset


71,000Less: Valuation allowance


(71,000
)Net deferred tax asset

$
-





A reconciliation of income tax expense computed at the U.S. federal, state, and local statutory rates and the Company’s effective tax rate is as follows:


15


ATLAS CAPITAL HOLDINGS, INC.


(A DEVELOPMENTAL STAGE COMPANY)


NOTES TO THE FINANCIAL STATEMENTS





Note 3 –Income Taxes (continued)





June 30,2010Statutory federal income tax expense


(34
) %State and local income tax

(net of federal benefits)


(4
)Valuation allowance


38-
%





The Company has taken a 100% valuation allowance against the deferred tax asset attributable to the NOL carryforward of $188,000 at March 31, 2011 due to the uncertainty of realizing the future tax benefits.





Note 4 – Stockholders’ equity





In September 2006, the Company issued 6,500,000 shares of its $0.001 par value common stock as founder's shares.  In connection with the issuance of these 6,500,000 shares, the Company recorded compensation expense in the amount of $650. The shares were deemed to have been issued pursuant to an exemption provided by Section 4(2) of the Act, which exempts from registration "transactions by an issuer not involving any public offering."





In January 2007, the Company issued 3,400,000 shares of its $0.001 par value common stock for consulting services.  In connection with the issuance of these 3,400,000 shares, the Company recorded compensation expense in the amount of $170,000. The shares were deemed to have been issued pursuant to an exemption provided by Section 4(2) of the Act, which exempts from registration "transactions by an issuer not involving any public offering."





In June 2007, the Company issued 134,000 shares of its $0.001 par value common stock for $6,700 cash. The shares were deemed to have been issued pursuant to an exemption provided by Section 4(2) of the Act, which exempts from registration "transactions by an issuer not involving any public offering."


16


ATLAS CAPITAL HOLDINGS, INC.




(A DEVELOPMENTAL STAGE COMPANY)


NOTES TO THE FINANCIAL STATEMENTS





Note 4 – Stockholders’ equity (continued)





On January 26, 2010, the Board of Directors of the Company approved a Stock Purchase Agreement (the “Agreement”) between the Company and all of the shareholders of Atlas Capital Partners, LLC (the “Shareholders”).  Pursuant to the Agreement, the Company issued two shares of the Company’s common stock for every one share of Atlas Capital Partners held by the Shareholders.  No other consideration was paid for the shares held by the Shareholders. Subsequently, the Company merged Atlas Capital Partners with and into the Company and filed the appropriate merger documents with the required state authorities. The Company issued 7,400,000 shares of its $0.001 par value common stock in connection the merger.


There have been no other issuances of common stock.





Note 5 – Warrants and options





There are no warrants or options outstanding to acquire any additional shares of common stock.





Note 6 – Related party transactions





During the three month period ended December 31, 2009, the Company’s former chief executive officer converted a $2,314 loan due him for startup expenses by making a contribution of this amount to additional paid-in capital.  Also, during the same quarterly period, he made a $5,604 cash contribution to additional paid-in capital.





During the three month period ended March 31, 2010, the Company’s current chief executive officer and principal shareholder advanced the company $800 for the payment of operating expenses.





During the three month period ended December 31, 2010, the Company’s current chief executive office and principal shareholder advanced the Company $1,000 for the payment of operating expenses.





Note 7 – Commitments and contingent liabilities





Legal matters - The Company has no litigation.


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Item 2.
Management ‘s Discussion and Analysis of Financial Condition and Results of Operations





Forward Looking Statements





This document contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including, but not limited to, any projections of earnings, revenue or other financial items; any statements of the plans, strategies and objections of management for future operations; any statements concerning proposed new services or developments; any statements regarding future economic conditions or performance; any statements of belief; and any statements of assumptions underlying any of the foregoing.





Forward-looking statements may include the words “may,” “could,” “estimate,” “intend,” “continue,” “believe,” “expect,”  “anticipate” or other similar words. These forward-looking statements present our estimates and assumptions only as of the date of this report. Except for our ongoing securities laws, we do not intend, and undertake no obligation, to update any forward-looking statement.





Although we believe that the expectations reflected in any of our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any of our forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and inherent risks and uncertainties. The factors impacting these risks and uncertainties include, but are not limited to:





•
our ability to successfully compete in the professional services industry;




•
difficulties developing a new line of business in the professional services industry;




•
failure to identify, develop or profitably manage additional businesses;




•
failure to obtain new customers or retain existing customers;




•
inability to efficiently manage our operations;




•
inability to achieve future operating results;




•
inability to obtain capital for future growth;




•
loss of key executives; and




•
general economic and business conditions.




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For a detailed description of these and other factors that could cause actual results to differ materially from those expressed in any forward-looking statement, please see “Factors That May Affect Our Plan of Operation” in this document and in our Annual Report on Form 10-K for the year ended June 30, 2010, available at the SEC’s website at www.sec.gov.





Going Concern





The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the recoverability of assets and the satisfaction of liabilities in the normal course of business.  As noted above, the Company is in the development stage and, accordingly, has not yet generated significant revenues from operations.  As a development stage Company, it has generated revenues totaling $36,000 and incurred accumulated net losses of approximately $188,068 from September 13, 2006 (inception) through the period ended March31, 2011.





The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets and classification of liabilities that might be necessary should the Company be unable to continue existence.





Business Overview and Recent Developments





Atlas Capital Holdings, Inc. is a development stage company, originally incorporated in the State of Nevada on September 13, 2006 under the name Micro Mammoth Solutions, Inc.  The Company was originally formed to serve as a mortgage consulting firm and provide specialized consulting services to small and medium sized mortgage brokers and mortgage lenders. That business plan was unsuccessful and on December 9, 2009, the Board of Directors of the Company appointed Mr. Christopher K. Davies as the Company’s new President and Chief Executive Officer. Pursuant to the terms of Mr. Davies’ employment, the Company’s sole Director and Chief Executive Officer, Mr. James Watson issued Mr. Davies 6.0 million shares of his common stock.  Mr. Davies succeeded Mr. James Watson, who served as the Company’s President and Chief Executive Officer since March, 2008.  Mr. Watson resigned his position contemporaneously with Mr. Davies’ appointment.





On January 26, 2010, the Board of Directors of the Company approved a Stock Purchase Agreement (the “Agreement”) between the Company and all of the shareholders of Atlas Capital Partners, LLC (the “Shareholders”).  Pursuant to the Agreement, the Company issued two shares of the Company’s common stock for every one share of Atlas Capital Partners held by the Shareholders.  No other consideration was paid for the shares held by the Shareholders. Subsequently, the Company purchased all of the issued and outstanding stock of Atlas Capital Partners with and into the Company and filed the appropriate merger documents with the required state authorities.





Following the acquisition of Atlas Capital Partners the shareholders approved an amendment to the Company’s Articles of Incorporation changing the Company’s name from Micro Mammoth Solutions, Inc. to Atlas Capital Holdings, Inc. This amendment was effective upon filing with the Nevada Secretary of State’s office on January 26, 2010.


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On March 1, 2011 the Company entered into a Joint Venture Agreement  (“JVA”) with Clean Energy Pathways, Inc. (“CEP”). Under the JVA, the Company agreed to become the marketing and financing operation for CEP and CEP agreed to pay $100,000 to the Company as an engagement fee under the JVA.




As of March 1, 2011 the Company’s main business involves working closely with CEP to market and develop financial interest for solar project developments that are sponsored by CEP.  The Company serves as the marketing and interest building and investment arm for each project.





Plan of Operations for the next Twelve Months





Over the next twelve months we plan to assist CEP with the marketing and capitalizing their development projects. This will involve, and we have already begun, hiring additional marketing consultants and independent contractors to assist the Company to meet its obligations under the Joint Venture Agreement with CEP.  In addition, other milestones will consist of the following:





1)
developing a marketing plan for each oc CEP's projects;


2)
putting those materials in front of the appropriate parties to develop interest;


3)
maintaining contact with other service providers who will assist in identifying new projects;


4)
determining if a merger with CEP is in the best pat for the Company and its shareholders, or if a continued Joint Venture is best;


5)
acquire more clients and engagements from other companies sot that the Company is not dependent on one partner/client.





We have begun working on each of the above noted milestones and we believe we could complete each of these milestones by the end of the fourth quarter of this calendar year, 2011.





In order to meet each milestone the Company will use those revenues it expects to generate from each project as a base line budget to determine the number of professional consultants and independent contractors to hire for each project. Once the project is operational the Company will begin receiving revenues and hire the number of personnel required for the given project.  So the expenses for each of the milestones listed above are specific to each project and based on need.  As we develop a larger pipeline of projects more personnel will be brought on to those projects according to the budgets allocated in advance of each project. This will prevent the Company from generating losses as a result of paying for personnel before sufficient funding has been allocated.


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CEP has provided an initial $100,000 as an engagement fee to allow the Company to begin operations in anticipation of the initial projects coming online. We believe this will be sufficient to complete each of our milestones.  The Company’s management believes this engagement fee will be sufficient to allow the Company to operate until a development project is brought online which we believe will occur by the end of the fourth quarter of this calendar year, 2011. The Company has identified three development projects for which CEP is working to obtain funding so that these projects may be developed.





Our specific operations involve working with CEP to provide marketing and financial advisory services for its solar or wind projects that CEP identifies and that require development financing and a co-developer or developer.  After a CEP professional identifies a project and that project of interest, the Company will assign a consultant to meet with the CEP professional who is responsible for that project. The Company’s consultant will work with the CEP professional to develop a strategy for executing an agreement the project sponsor or developer then the Company will consult with the developer of the project to determine the best approach for financing the project.  After a development or co-development agreement is executed that will enable the Company to begin preparing the materials that are necessary to seek financing for the project. Financing for these projects include state and local government sources and tax incentives, and institutional sources whose objective is to fund renewable energy projects. The Company assists with every aspect of the financing strategy and the development of those materials that are necessary to market the project to the various financing sources.  The Company is paid for its hourly consulting time on each project.  Consulting revenue is dependent on the number of hours billed for each project as well as the experience level of each consultant that provides service for each project.





A critical component of our operating plan impacting our continued existence is the ability to obtain additional capital through additional equity and/or debt financing. In the event we cannot obtain the necessary capital to pursue our strategic plan, we may have to cease or significantly curtail our operations. This would materially impact our ability to continue operations.





Results of Operations





For the three month periods ended March 31, 2011 and 2010, we reported no revenues; and for the nine month periods ended March 31, 2011, we reported revenues of $-0- and $4,000, respectively. For the three and nine month periods ended March 31, 2011, we incurred net losses of $1,250 and $800 and $2,250 and $1,389, respectively.





For complete financial information, please see the enclosed financial statements and the accompanying notes.


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Liquidity and Capital Resources





Until our recent Joint Venture with Clean Energy Pathways the Company has had limited liquidity. The Company believes that under its current Joint Venture Agreement it will begin to realize liquidity and operating capital. Under the JVA, CEP will provide $100,000 as an engagement fee for the Company. This engagement fee will enable the Company to meet its current financial obligations and provide liquidity to the Company. If the Company is able to secure a development project along with CEP or on its own, then the Company will not need to raise any capital from financing activities in order to fund its operations for the next twelve months. The $100,000 that CEP will provide will be more than sufficient to fund current operations until a project can be brought online. Our need for capital is consistent with the work we perform on each project. As a project comes online we will require additional personnel to staff the marketing and interest procurement for that project. Capital is provided by the project as part of the projects budget and therefore covers our costs and expenses. Additional capital could be required in the event that Company is unable to secure a project within the next twelve months. In that event we could be required to seek additional funds from a third party or institutional investor. In such an event we cannot guaranty that we will be able procure such financing on terms that are favorable or acceptable to management.





In the short-term our liquidity needs have been met by CEP providing an engagement fee to the Company in return for our services related to the Joint Venture. This will more than provide for the current and short- term expenses of the Company.





In the long-term, within the next twelve months the Company believes it will generate additional revenue as CEP’s development projects are approved and come online by the end of the fourth quarter of this year, 2011. These projects are expected to provide revenue for the Company that is sufficient to fund its operations. In the event that twelve months has passed and we are unable to secure any development projects, then the Company will need to seek additional financing as it will not have any liquidity.





The Company will account for the $100,000 engagement fee provided by CEP as revenue generated by the Company. We will recognize revenue when services are rendered, based on actual service provided in relation to the total of services to be provided.





Off-Balance Sheet Arrangements





We do not have any off-balance sheet arrangements.


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ITEM 3.Quantitative And Qualitative Disclosures About Market Risk





As a smaller reporting company, as defined by Rule 229,10(f)(1), the Company is not required to provide Quantitative and Qualitative disclosures about market risk.





ITEM 4 . Controls and Procedures





Evaluation of Disclosure Controls and Procedures Over Financial Reporting





Based on evaluations on March 31, 2011, our principal executive and financial officer, has concluded that the disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act) are effective to ensure that information required to be disclosed by the company in reports that we file or submit under the Securities Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that material information relating to the Company is accumulated and communicated to management, including our principal executive and financial officer, as appropriate to allow timely decisions regarding required disclosures.





Changes in Internal Controls





During the period covered by this quarterly report on Form 10-Q, the Company has not made any changes to its internal control over financial reporting (as referred to in Paragraph 4(b) of the Certifications of the Company’s principal executive and financial officer included as exhibits to his report) that have materially affected, or are reasonably likely to affect the Company’s internal control over financial reporting.





PART II - OTHER INFORMATION





ITEM 1.  Legal Proceedings





We are not involved in any legal proceedings and we are not aware of any pending or potential legal actions.





ITEM 1A.Risk Factors





Smaller reporting companies are not required to provide the information required by this item.


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ITEM 2.  Unregistered Sales of Equity Securities and Use of Proceeds





On March 2011 an investor group purchased an aggregate of 4,290,000 shares of common stock of the company as an investment for a total aggregate price of $214,500. There were no underwriters involved in the sale, and no underwriting discounts or commissions were paid. The shares were deemed to have been issued pursuant to an exemption provided by Section 4(2) of the Act, which exempts from registration "transactions by an issuer not involving any public offering."


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ITEM 3.  Defaults Upon Senior Securities





There were no defaults upon senior securities during the period covered by this report.





ITEM 4.  RESERVED





ITEM 5.  Other Information





None





ITEM 6.  Exhibits





The following exhibits are included with this quarterly filing. Those marked with an asterisk and required to be filed hereunder





Incorporated by referenceExhibit

Exhibit Description

Filed

herewith

Form

Period

ending

Exhibit

Filing

date3.1(i)

Amended Articles of Incorporation filed as an Exhibit to the Company’s Form 10/A filed on May 24, 2010



10Q



3.1(i)

07/17/073.1(ii)

Bylaws of Atlas Capital Holdings, Inc. filed as an Exhibit to the Company’s 10Q filed on May 24, 2010



10Q



3.1(ii)

07/17/0731*

Certification of Christopher K. Davies pursuant to Section 302 of the Sarbanes-Oxley Act

X32*

Certification of Christopher K. Davies pursuant to Section 906 of the Sarbanes-Oxley Act

X


25





SIGNATURES





Pursuant to the requirements of Section 13 or Section 15(d) 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, on May 12, 2011.





ATLAS CAPITAL HOLDINGS, INC.

REGISTRANT/s/  Christopher K. DaviesChristopher K. DaviesChief Executive Officer andPrincipal Accounting Officer


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