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 September
30, 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. Employer   
|Incorporation 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  ̈ No x



Number of shares of Atlas Capital Holdings, Inc. common stock, $0.001
as of September 30, 2011: 41,895,883 exclusive of treasury shares.











TABLE OF CONTENTS



|           |  |                                                                                                                                                                      |  | Page  
|---------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------
|           |  |                                                                                                                                                                      |  | Number
|           |  |                                                                                                                                                                      |  |       
|PART 1:    |  | FINANCIAL INFORMATION                                                                                                                                                |  |       
|           |  |                                                                                                                                                                      |  |       
|Item 1.    |  | Financial Statements                                                                                                                                                 |  | 3     
|           |  |                                                                                                                                                                      |  |       
|           |  | Balance sheets at September 30, 2011 (unaudited) and September 30, 2010                                                                                              |  | 3     
|           |  |                                                                                                                                                                      |  |       
|           |  | Statements of Operations for the three and nine month periods ended September 30, 2011 and 2010 and September 13, 2006 (Inception) to September 30, 2011 (unaudited) |  | 4     
|           |  |                                                                                                                                                                      |  |       
|           |  | Statement of Changes in Stockholders' Equity from September 13, 2006 (Inception) to September 30, 2011                                                               |  | 5     
|           |  |                                                                                                                                                                      |  |       
|           |  | Statement of Cash Flows for the month periods ended September 30, 2011 and 2010 and September 13, 2010 (Inception) to September 30, 2011 (unaudited)                 |  | 6     
|           |  |                                                                                                                                                                      |  |       
|           |  | Notes to the Financial Statements                                                                                                                                    |  | 7     
|           |  |                                                                                                                                                                      |  |       
|Item 2.    |  | Managements's Discussion and Analysis of Financial Condition and Results of Opeations                                                                                |  | 19    
|           |  |                                                                                                                                                                      |  |       
|Item 3.    |  | Quantitative and Qualitative Disclosures About Market Risk                                                                                                           |  | 22    
|           |  |                                                                                                                                                                      |  |       
|Item 4.    |  | Controls and Procedures                                                                                                                                              |  | 22    
|           |  |                                                                                                                                                                      |  |       
|Part II:   |  | OTHER INFORMATION                                                                                                                                                    |  |       
|           |  |                                                                                                                                                                      |  |       
|Item 1.    |  | Legal Proceedings                                                                                                                                                    |  | 22    
|           |  |                                                                                                                                                                      |  |       
|Item 2.    |  | Unregistered Sales of Equity Securities and Use of Proceeds                                                                                                          |  | 23    
|           |  |                                                                                                                                                                      |  |       
|Item 3.    |  | Defaults Upon Senior Securities                                                                                                                                      |  | 24    
|           |  |                                                                                                                                                                      |  |       
|Item 4.    |  | Submission of Matters to a Vote of Security Holders                                                                                                                  |  | 24    
|           |  |                                                                                                                                                                      |  |       
|Item 5.    |  | Other Information                                                                                                                                                    |  | 24    
|           |  |                                                                                                                                                                      |  |       
|Item 6.    |  | Exhibits and Reports on Form 8-K                                                                                                                                     |  | 24    
|           |  |                                                                                                                                                                      |  |       
|SIGNATURES |  | 25                                                                                                                                                                  





2





PART 1 - FINANCIAL INFORMATION



ITEM 1.  FINANCIAL STATEMENTS



ATLAS CAPITAL HOLDINGS, INC.

(A Development Stage Company)



CONSOLIDATED BALANCE SHEETS



|                                                                                                                                                                    |  | September 30, |          |   | June 30, |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------- | -------- | - | -------- | -
|                                                                                                                                                                    |  | 2011          |          |   | 2010     |  
|                                                                                                                                                                    |  | (Unaudited)   |          |   |          |  
|                                                                                                                                                                    |  |               |          |   |          |  
|ASSETS                                                                                                                                                              |  |               |          |   |          |  
|                                                                                                                                                                    |  |               |          |   |          |  
|Current assets:                                                                                                                                                     |  |               |          |   |          |  
|Cash                                                                                                                                                                |  | $             | 250      |   |          | $
|Cash - restricted                                                                                                                                                   |  |               | 313,250  |   |          |  
|                                                                                                                                                                    |  |               |          |   |          |  
|Total current assets                                                                                                                                                |  |               | 313,500  |   |          |  
|                                                                                                                                                                    |  |               |          |   |          |  
|Total Assets                                                                                                                                                        |  |               | 313,500  |   |          |  
|                                                                                                                                                                    |  |               |          |   |          |  
|LIABILITIES AND STOCKHOLDERS' EQUITY                                                                                                                                |  |               |          |   |          |  
|                                                                                                                                                                    |  |               |          |   |          |  
|Current liabilities:                                                                                                                                                |  |               |          |   |          |  
|                                                                                                                                                                    |  |               |          |   |          |  
|Deferred revenue                                                                                                                                                    |  | $             | 100,000  |   |          | $
|Accrued expenses                                                                                                                                                    |  |               | 3,500    |   |          |  
|Loan from shareholder                                                                                                                                               |  |               | 1,800    |   |          |  
|                                                                                                                                                                    |  |               |          |   |          |  
|Total current liabilities                                                                                                                                           |  |               | 105,300  |   |          |  
|                                                                                                                                                                    |  |               |          |   |          |  
|Stockholders' equity:                                                                                                                                               |  |               |          |   |          |  
|Common stock, $.0001 par value, authorized 100,000,000 shares; 21,724,000 and 17,434,000 issued and outstanding as of June 30, 2011 and June 30, 2010, respectively |  |               | 2,172    |   |          |  
|                                                                                                                                                                    |  |               |          |   |          |  
|Additional paid-in capital                                                                                                                                          |  |               | 403,938  |   |          |  
|                                                                                                                                                                    |  |               |          |   |          |  
|Accumulated deficit during development stage                                                                                                                        |  |               | (197,910 | ) |          |  
|                                                                                                                                                                    |  |               |          |   |          |  
|Total stockholders' equity                                                                                                                                          |  |               | 208,200  |   |          |  
|                                                                                                                                                                    |  |               |          |   |          |  
|Total liabilities and stockholders' equity                                                                                                                          |  | $             | 313,500  |   |          | $



|The accompanying notes are an integal part of these financial statements.
|-------------------------------------------------------------------------





3





ATLAS CAPTIAL HOLDINGS, INC.

(A Development Stage Company)



CONSOLIDATED STATEMENTS OF OPERATIONS



|                                                                              |  |                            |            |   |                    |   |            | For the Period     | 
|----------------------------------------------------------------------------- |  | -------------------------- | ---------- | - | ------------------ | - | ---------- | ------------------ | 
|                                                                              |  | For the Three Months Ended |            |   | September 13, 2006 |  
|                                                                              |  | September 30,              |            |   | (Inception) to     |  
|                                                                              |  | 2011                       |            |   | 2010               |   |            | September 30, 2011 | 
|                                                                              |  | (Unaudited)                |            |   | (Unaudited)        |   |            |                    | 
|                                                                              |  |                            |            |   |                    |   |            |                    | 
|Revenue                                                                       |  | $                          | -          |   |                    | $ | -          |                    | 
|                                                                              |  |                            |            |   |                    |   |            |                    | 
|Expenses:                                                                     |  |                            |            |   |                    |   |            |                    | 
|                                                                              |  |                            |            |   |                    |   |            |                    | 
|General and administrative                                                    |  |                            | 3,500      |   |                    |   | -          |                    | 
|                                                                              |  |                            |            |   |                    |   |            |                    | 
|Total expenses                                                                |  |                            | (3,500     | ) |                    |   | -          |                    | 
|                                                                              |  |                            |            |   |                    |   |            |                    | 
|Net income (loss)                                                             |  | $                          | (3,500     | ) |                    | $ | -          |                    | 
|                                                                              |  |                            |            |   |                    |   |            |                    | 
|Weighted average number of common shares outstanding, basic and fully diluted |  |                            | 21,724,000 |   |                    |   | 17,434,000 |                    | 
|                                                                              |  |                            |            |   |                    |   |            |                    | 
|Net loss per weighted share basic and fully diluted                           |  | $                          | (0.00      | ) |                    | $ | -          |                    | 



|The accompanying notes are an integral part of the financial statements.
|------------------------------------------------------------------------





4





|ATLAS CAPITAL HOLDINGS, INC.         
|-------------------------------------
|(A Development Stage Company)        
|CONSOLIDATED STATEMENTS OF CASH FLOWS



|                                                                                                                                                                                               |  |                   |        |   |                |   |   | For the Period     | 
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------- | ------ | - | -------------- | - | - | ------------------ | 
|                                                                                                                                                                                               |  |                   |        |   |                |   |   | September 30, 2006 | 
|                                                                                                                                                                                               |  | Three Month Ended |        |   | (Inception) to |  
|                                                                                                                                                                                               |  | September 30,     |        |   | September 30,  |  
|                                                                                                                                                                                               |  | 2011              |        |   | 2010           |   |   | 2011               | 
|                                                                                                                                                                                               |  | (Unaudited)       |        |   | (Unaudited)    |   |   |                    | 
|Cash flows from operating activities:                                                                                                                                                          |  |                   |        |   |                |   |   |                    | 
|                                                                                                                                                                                               |  |                   |        |   |                |   |   |                    | 
|Net loss                                                                                                                                                                                       |  | $                 | (3,500 | ) |                | $ | - |                    | 
|                                                                                                                                                                                               |  |                   |        |   |                |   |   |                    | 
|Adjustments to reconcile net loss to net cash: used for operating activities:                                                                                                                  |  |                   |        |   |                |   |   |                    | 
|Stock based compensation                                                                                                                                                                       |  |                   | -      |   |                |   | - |                    | 
|Increase (decrease) in customer deposits                                                                                                                                                       |  |                   | -      |   |                |   | - |                    | 
|Increase(decrease) in accrued liabilities                                                                                                                                                      |  |                   | 3,500  |   |                |   | - |                    | 
|Increase (decrease) in deferred revenue                                                                                                                                                        |  |                   | -      |   |                |   | - |                    | 
|                                                                                                                                                                                               |  |                   |        |   |                |   |   |                    | 
|Net cash used in operating activities                                                                                                                                                          |  |                   | -      |   |                |   | - |                    | 
|                                                                                                                                                                                               |  |                   |        |   |                |   |   |                    | 
|Cash flows from investing activities:                                                                                                                                                          |  |                   |        |   |                |   |   |                    | 
|                                                                                                                                                                                               |  |                   |        |   |                |   |   |                    | 
|(Increase) decrease in restricted cash                                                                                                                                                         |  |                   | -      |   |                |   | - |                    | 
|Net cash used in investing activities                                                                                                                                                          |  |                   | -      |   |                |   | - |                    | 
|                                                                                                                                                                                               |  |                   |        |   |                |   |   |                    | 
|Cash flows from financing activities:                                                                                                                                                          |  |                   |        |   |                |   |   |                    | 
|                                                                                                                                                                                               |  |                   |        |   |                |   |   |                    | 
|Issuance of common stock                                                                                                                                                                       |  |                   | -      |   |                |   | - |                    | 
|Proceeds from shareholder loan                                                                                                                                                                 |  |                   | -      |   |                |   | - |                    | 
|Contribution to paid in capital                                                                                                                                                                |  |                   | -      |   |                |   | - |                    | 
|                                                                                                                                                                                               |  |                   |        |   |                |   |   |                    | 
|Net cash provided by financing activities                                                                                                                                                      |  |                   | -      |   |                |   | - |                    | 
|                                                                                                                                                                                               |  |                   |        |   |                |   |   |                    | 
|Net increase (decrease) in cash                                                                                                                                                                |  |                   | -      |   |                |   | - |                    | 
|Cash, beginning of period                                                                                                                                                                      |  |                   | 250    |   |                |   | - |                    | 
|                                                                                                                                                                                               |  |                   |        |   |                |   |   |                    | 
|Cash, end of period                                                                                                                                                                            |  | $                 | 250    |   |                | $ | - |                    | 
|                                                                                                                                                                                               |  |                   |        |   |                |   |   |                    | 
|Supplemental disclosures of non-cash investing and financing activities:                                                                                                                       |  |                   |        |   |                |   |   |                    | 
|                                                                                                                                                                                               |  |                   |        |   |                |   |   |                    | 
|Issuance of 7,400,000 shares of common stock on basis of two for one shares held by shareholders of Atlas Capital Partners, LLC ("Atlas") in connection with a merger of the Company and Atlas |  | $                 | -      |   |                | $ | - |                    | 
|                                                                                                                                                                                               |  |                   |        |   |                |   |   |                    | 
|Shareholder loan converted to paid-in capital                                                                                                                                                  |  | $                 | -      |   |                | $ | - |                    | 
|                                                                                                                                                                                               |  |                   |        |   |                |   |   |                    | 
|Issuance of 3,400,000 shares of common stock for consulting services                                                                                                                           |  | $                 | -      |   |                | $ | - |                    | 
|                                                                                                                                                                                               |  |                   |        |   |                |   |   |                    | 
|Issuance of 6,500,000 shares of common stock for compensation to founding shareholder                                                                                                          |  | $                 | -      |   |                | $ | - |                    | 



|The accompanying notes are an integral part of the financial statements.
|------------------------------------------------------------------------





5



|ATLAS CAPITAL HOLDINGS, INC.                             
|---------------------------------------------------------
|(A Development Stage Company)                            
|                                                         
|CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
|(Unaudited)                                              









|                                                                         |  |              |            |  |            |   |       |                |  |   | Accumulated   |   |  |       
|------------------------------------------------------------------------ |  | ------------ | ---------- |  | ---------- | - | ----- | -------------- |  | - | ------------- | - |  | ------
|                                                                         |  |              |            |  | Additional |   |       | Deficit During |  |   | Total        
|                                                                         |  | Common Stock |            |  | Paid-in    |   |       | Developmental  |  |   | Stockholders'
|                                                                         |  | Shares       |            |  | Amount     |   |       | Capital        |  |   | Stage         |   |  | Equity
|                                                                         |  |              |            |  |            |   |       |                |  |   |               |   |  |       
|Balance, June 30, 2008                                                   |  |              | 10,034,000 |  |            | $ | 1,003 |                |  | $ | 176,347       |   |  | $     
|                                                                         |  |              |            |  |            |   |       |                |  |   |               |   |  |       
|Net loss for year ended June 30, 2009                                    |  |              | -          |  |            |   | -     |                |  |   | -             |   |  |       
|                                                                         |  |              |            |  |            |   |       |                |  |   |               |   |  |       
|Balance, June 30, 2009                                                   |  |              | 10,034,000 |  |            |   | 1,003 |                |  |   | 176,347       |   |  |       
|                                                                         |  |              |            |  |            |   |       |                |  |   |               |   |  |       
|Shareholder contribution                                                 |  |              |            |  |            |   |       |                |  |   | 5,604         |   |  |       
|                                                                         |  |              |            |  |            |   |       |                |  |   |               |   |  |       
|Shareholder loan converted to paid-in capital                            |  |              |            |  |            |   |       |                |  |   | 2,314         |   |  |       
|                                                                         |  |              |            |  |            |   |       |                |  |   |               |   |  |       
|Shares issued in connection with merger with Atlas Capital Partners, LLC |  |              | 7,400,000  |  |            |   | 740   |                |  |   | (740          | ) |  |       
|                                                                         |  |              |            |  |            |   |       |                |  |   |               |   |  |       
|Net loss for the year ended June 30, 2010                                |  |              | -          |  |            |   | -     |                |  |   | -             |   |  |       
|                                                                         |  |              |            |  |            |   |       |                |  |   |               |   |  |       
|Balance, June 30, 2010                                                   |  |              | 17,434,000 |  |            |   | 1,743 |                |  |   | 183,525       |   |  |       
|                                                                         |  |              |            |  |            |   |       |                |  |   |               |   |  |       
|Shares sold for cash                                                     |  |              | 4,290,000  |  |            |   | 429   |                |  |   | 214,071       |   |  |       
|                                                                         |  |              |            |  |            |   |       |                |  |   |               |   |  |       
|Shareholder contribution                                                 |  |              |            |  |            |   |       |                |  |   | 6,342         |   |  |       
|                                                                         |  |              |            |  |            |   |       |                |  |   |               |   |  |       
|Net loss for the year ended June 30, 2011                                |  |              |            |  |            |   |       |                |  |   |               |   |  |       
|                                                                         |  |              |            |  |            |   |       |                |  |   |               |   |  |       
|Balance, June 30, 2011                                                   |  |              | 21,724,000 |  |            | $ | 2,172 |                |  | $ | 403,938       |   |  | $     
|                                                                         |  |              |            |  |            |   |       |                |  |   |               |   |  |       
|Net loss                                                                 |  |              |            |  |            |   |       |                |  |   |               |   |  |       
|                                                                         |  |              |            |  |            |   |       |                |  |   |               |   |  |       
|Balance, September 30, 2011                                              |  |              | 21,724,000 |  |            | $ | 2,172 |                |  | $ | 403,938       |   |  | $     





6



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



ATLAS CAPITAL HOLDINGS, INC.

(A DEVELOPMENTAL STAGE COMPANY)

NOTES TO CONSOLITATED FINANCIAL STATEMENTS



Note 1 – Organization and summary of significant accounting
principles

Basis of Presentation



We are providing herein the interim statements of financial condition
of Atlas Capital Holdings, Inc. and its subsidiary AlgaeTek Systems, Inc.  (collectively the “Company”) as
of September 30, 2011, and the related interim statements of operations and cash flows for the three months ended September 30,
2011 and 2010, and the interim statements of changes in stockholders equity for the three months ended September 30, 2011 and 2010.  The
interim financial statements presented herein have been prepared pursuant to the rules and regulations of the Securities and Exchange
Commission (“SEC”).  Certain information and footnote disclosures normally included in the financial statements
prepared in accordance with account principles generally accepted in the United States of America have been condensed or omitted
pursuant to such rules and regulations.  The interim financial statements should be read in conjunction with the Company’s
financial statements and related notes contained in the Company’s Annual Report on Form 10-K for the year ended June 30,
2011 and filed with the SEC on October 12, 2012.



The information furnished in this report reflects all adjustments
consisting of only normal recurring adjustments, which are in the opinion of management necessary for a fair presentation of results
for the interim periods.  The results of operations for the three months ended September 30, 2011 are not necessarily
indicative of results that may be expected for the fiscal year ending June 30, 2012.



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. On May 10, 2011,
the Company entered into an Agreement and Plan of Merger (“Merger Agreement”) with CEP. The Company terminated the
Merger Agreement with CEP on July 15, 2011 and the JVA on October 7, 2011.





7





ATLAS CAPITAL HOLDINGS, INC.

(A DEVELOPMENTAL STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



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



Organization



On September 14, 2011, the Company formed AlgaeTek Systems, Inc.  The
entity was incorporated in the State of Florida and is a wholly-owned subsidiary of Atlas Capital Holdings, Inc.  AlgaeTek
Systems, Inc. was formed for the purpose of producing and selling algae and algae by-products.



On September 15, 2011 our wholly-owned subsidiary, AlgaeTek Systems,
Inc. signed a License and Commercialization agreement with Algae Farm, Inc.  The agreement gives AlgaeTek Systems the
right to use Algae Farm's intellectual property surrounding algae production for the entire life of its patents and trademarks.
In addition, AlgaeTek will have the exclusive use of the intellectual property in six states including Florida, Alabama, Mississippi,
South Carolina, North Carolina and Georgia. Algae Farm will also assist with the development of the production facility and with
the commercialization of the algae produced.



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.



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.





8





ATLAS CAPITAL HOLDINGS, INC.

(A DEVELOPMENTAL STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



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



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 September 30, 2011.



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.



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.





9





ATLAS CAPITAL HOLDINGS, INC.

(A DEVELOPMENTAL STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



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



Income Taxes



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.



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.





10





ATLAS CAPITAL HOLDINGS, INC.

(A DEVELOPMENTAL STAGE COMPANY)

NOTES TO CONSOLIDAGTED FINANCIAL STATEMENTS



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



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 market participants
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:





11





ATLAS CAPITAL HOLDINGS, INC.

(A DEVELOPMENTAL STAGE COMPANY)

NOTES TO CONSOLIDAGTED 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.





12





ATLAS CAPITAL HOLDINGS, INC.

(A DEVELOPMENTAL STAGE COMPANY)

NOTES TO CONSOLIDATED 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

On June 16, 2011, the FASB issued ASU No. 2011-05, “Presentation
of Comprehensive Income (Topic 220),” which requires companies to report total net income, each component of comprehensive
income, and total comprehensive income on the face of the income statement, or as two consecutive statements. The components of
comprehensive income will not be changed, nor does the ASU affect how earnings per share is calculated or reported. These amendments
will be reported retrospectively upon adoption. The adoption of the ASU will be required for the Company’s March 31, 2012
Form 10-Q filing, and is not expected to have a material impact on the Company.



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





13





ATLAS CAPITAL HOLDINGS, INC.

(A DEVELOPMENTAL STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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



Recently Adopted Accounting Pronouncements (continued)



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 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.



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 CONSOLIDATED 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 $198,000 from September 13, 2006 (inception) through the period ended
September 30, 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 September 30, 2011, the Company had approximately $198,000 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:



|                                 |  | September 30, |        
|-------------------------------- |  | ------------- | -------
|                                 |  | 2011          |        
|                                 |  |               |        
|Deferred tax asset:              |  |               |        
|                                 |  |               |        
|Net operating loss carryforwards |  | $             | 74,000 
|                                 |  |               |        
|Deferred tax asset               |  |               | 74,000 
|                                 |  |               |        
|Less:  Valuation allowance       |  |               | (74,000
|                                 |  |               |        
|Net deferred tax asset           |  | $             | -      





15





ATLAS CAPITAL HOLDINGS, INC.

(A DEVELOPMENTAL STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



Note 3 –Income Taxes (continued)



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:



|                                     |  | September 30, |     
|------------------------------------ |  | ------------- | ----
|                                     |  | 2010          |     
|                                     |  |               |     
|Statutory federal income tax expense |  |               | (34)
|                                     |  |               |     
|State and local income tax           |  |               | (4) 
|(net of federal benefits)            |  |               |     
|                                     |  |               |     
|Valuation allowance                  |  |               | 38  
|                                     |  |               |     
|                                     |  |               | -   



The Company has taken a 100% valuation allowance against the deferred
tax asset attributable to the NOL carryforward of $198,000 at September 30, 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."





16





ATLAS CAPITAL HOLDINGS, INC.

(A DEVELOPMENTAL STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



Note 4 – Stockholders’ equity



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."

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.

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."



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.





17





ATLAS CAPITAL HOLDINGS, INC.

(A DEVELOPMENTAL STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



Note 7 – Commitments and contingent liabilities



Legal matters - The Company is occasionally party to litigation
or threat of litigation arising in the normal course of business.  Management, after consultation with legal counsel,
does not believe that the resolution of any such matters will have a material effect on the Company’s financial position
or results of operations.



Note 8 – Subsequent Events



On October 6, 2011, Atlas acquired Textraw, Inc., a Georgia corporation
that engineers and distributes an environmentally friendly synthetic ground cover manufactured from recycled materials.  Atlas
acquired Textraw in exchange for $2,000,000 in warrants that have an exercise price of $0.25. Upon exercise the warrants may be
converted into restricted common stock of Atlas Capital Holdings, Inc. Textraw became Atlas’ second wholly-owned subsidiary.

Management has evaluated subsequent events through November 17,
2011, the date of which the financial statements were available to be issued.





18





|Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations
|------- | -------------------------------------------------------------------------------------



Forward Looking Statements



Management's Discussion and Analysis of Financial Condition and
Results of Operations.



Disclosure Regarding 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 or 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”
or “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. In this filing references to “Company,” “we,”
“our,” and/or “us,” refers to Atlas Capital Holdings, Inc .





19





Plan of Operations



Over the next twelve months we plan to execute our strategy to acquire
or develop more companies that produce or provide products and services that are considered environmentally friendly. Management
believes there is a growing market for these types of products and services. Which is evident by the continued interest in investing
by the U.S. government and the private sector.



We are structured as a holding company and we currently own two
wholly-owned subsidiaries, AlgaeTek Systems and Textraw. AlgaeTek has entered int a License and Commercialization Agreement with
Algar Farm, Inc underwhich it has obtained the exclusive right to use of Algae Farm’s intellectual property in six states
including Florida, Alabama, Mississippi, South Carolina, North Carolina and Georgia. Algae Farm will also assist with the development
of the production facility and with the commercialization of the algae produced.



Our second wholly-owned subsidiary is Textraw, Inc., and that subsidiary
engineers and distributes an environmentally friendly synthetic ground cover manufactured from recycled materials



Our goal is to increase the value of our company by providing our
two current subsidiaries our business, marketing, financial and legal expertise that they require to grow and execute their business
plans.



Atlas is looking to acquire small companies that have moved beyond
the development stage and actually have a product or a service to provide to the market. We have identified several opportunities
to acquire small companies that produce environmentally friendly products such as cleaning supplies, outdoor landscaping and lawn
care and solar and wind energy development.



Results of Operations for the Quarter Ended September 30 2011



For the three months ended September 30, 2011 and 2010, we had a
net loss of $3,500 and $-0-, respectively.



For the three months ended September 30, 2011 and 2010, we did not
generate any revenues.



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



Liquidity and Capital Resources



We experienced net losses of $3,500 and $-0- for the years ended
September 30, 2011 and 2010, respectively. Cash flows from operations are not currently sufficient to fund operations in combination
with these corporate expenses. We will need to raise capital in order to execute our business plan.



Since inception, we have financed cash flow requirements through
the issuance of common stock, warrants and cash from our officers and directors. As we expand our operational activities, we may
continue to experience negative cash flows from operations and we will be required to obtain additional financing to fund operations
through equity offerings and borrowings to the extent necessary to provide working capital. Financing may not be available, and,
if available, it may not be available on acceptable terms. Should we secure such financing, it could have a negative impact on
our financial condition and our shareholders. The sale of debt would, among other things, adversely impact our balance sheet, increase
our expenses and increase our cash flow requirements. The sale of equity could, among other things, result in dilution to our shareholders.
If our cash flows from operations are significantly less than projected, then we would either need to cut back on our budgeted
spending, look to outside sources for additional funding or a combination of the two. If we are unable to access sufficient funds
when needed, obtain additional external funding or generate sufficient revenue from the sale of our products, we could be forced
to curtail or possibly cease operations.





20





Off-Balance Sheet Arrangements



As of the date of filing of this statement, there were no off -balance
sheet arrangements.



Going Concern



The accompanying financial statements have been prepared in conformity
with accounting principles generally accepted in the United States, which contemplates continuation of the Company as a going concern.
The Company’s operations generated limited income during the current period ended.



The future success of the Company is likely dependent on its ability
to obtain additional capital to develop its proposed consulting offerings and ultimately, upon its ability to attain future profitable
operations. There can be no assurance that the Company will be successful in obtaining such financing, or that it will attain positive
cash flow from operations.



See the Financial Statements and accompanying footnotes for our
full financial information and disclosures, beginning on page 3.



As a smaller reporting company as defined by Rule 229.10, ALCL is
not required to provide the supplementary financial data as required by this item.





21





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 September 30, 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.





22





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



None





23





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 reference
|------- |  | ------------------------------------------------------------------------------------------------------ |  | ---------------------- |  | -------------------------
|Exhibit |  | Exhibit Description                                                                                    |  | Filed
        herewith |  | Form                     
|        |  |                                                                                                        |  |                        |  |                          
|3.1(i)  |  | Amended Articles of Incorporation filed as an Exhibit to the Company’s Form 10/A filed on May 24, 2010 |  |                        |  | 10/A                     
|        |  |                                                                                                        |  |                        |  |                          
|3.1(ii) |  | Bylaws of Atlas Capital Holdings, Inc. filed as an Exhibit to the Company’s 10Q filed on May 24, 2010  |  |                        |  | 10Q                      
|31*     |  | Certification of Christopher K. Davies pursuant to Section 302 of the Sarbanes-Oxley Act               |  | X                      |  |                          
|32*     |  | Certification of Christopher K. Davies pursuant to Section 906 of the Sarbanes-Oxley Act               |  | X                      |  |                          





24





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 November 21, 2011.



|ATLAS CAPITAL HOLDINGS, INC.
        REGISTRANT
|-----------------------------------------------
|                                               
|/s/  Christopher K. Davies                     
|Christopher K. Davies                          
|Chief Executive Officer and                    
|Principal Accounting Officer                   





25