UNITED
        STATES
 SECURITIES
        AND EXCHANGE COMMISSION
 Washington,
        DC 20549
 
 FORM
        10-Q
 (Mark
        One)
 
 x
              QUARTERLY
                  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE
                  ACT OF
                  1934
 
 For
        the
        quarterly period ended September 30, 2008
 
 OR
  o
              TRANSITION
                  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                  ACT OF
                  1934
 
 For
        the
        transition period from ___________ to ______________.
 
 Commission
        File Number 333-140204
 
 Atlas
        Oil
        and Gas, Inc.
 (Exact
        name of registrant as specified in its charter)
 Nevada
              
              76-0672176(State
                  or other jurisdiction of
              
              (IRS
                  Employerincorporation
                  or organization)
              
              Identification
                  No.)
 
 1020
        Brookstown Avenue Suite 30 Winston Salem, NC 27101
 (Address
        of principal executive offices)(Zip Code)
 
 (336)
        723-0908
 (Registrant’s
        telephone number, including area code)
 Intellihome,
        Inc.
 5150
        Franz Rd, Suite 100, Katy, Texas 77493
 (Former
        name, former address and former fiscal year, if changed since last
        report)
  Indicate
        by check mark whether the registrant (1) has filed all reports required to
        be
        filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during
        the
        preceding 12 months (or for such shorter period that the registrant was required
        to file such reports), and (2) has been subject to such filing requirements
        for
        the past 90 days.    Yes x No o
 Large
                    accelerated filero
                Accelerated
                    Filero
                Non-accelerated
                    Filero
                Small
                    Business Filerx
 Indicate
        by check mark whether the registrant is a shell company (as defined in Rule
        12b-2 of the Exchange Act).       
Yes  o  No  x
 
 As
        of
        November 15, 2008, we had 27,181,500 shares of $0.001 par value Common Stock
        outstanding.









Atlas
      Oil
      and Gas, Inc.





FORM
      10-Q





INDEX





Page No.PART I.               FINANCIAL INFORMATIONItem 1. Financial Statements (Unaudited)Balance Sheet as of September 30, 2008
            3Statements of Operations for the three months and ninemonths ended September 30, 2008 and September 30, 2007
            4Statements of Cash Flows for the nine monthsended September 30, 2008 and September 30, 2007
            5Notes to Financial Statements
            7Item 2. Management's Discussion and Analysis ofFinancial Condition and Results of Operations
            11Item 3. Controls and Procedures
            16PART II              OTHER INFORMATIONItem 2. Unregistered Sales of Equity Securities and Use of Proceeds
            16Item
                6. Exhibits
            16









PART
      I -
      FINANCIAL INFORMATION





ITEM
      1.         Financial
      Statements





Atlas
      Oil
      and Gas, Inc.


BALANCE
      SHEET


September
      30, 2008


(Unaudited)





ASSETSCURRENT
                ASSETSCash
                and cash equivalents
            
            $
            3,348Accounts
                receivable, net of allowance for doubtful accounts of $0
            
            
            0Total
                current assets
            
            
            3,348PROPERTY
                AND EQUIPMENT
            
            
            700Total
                assets
            
            $
            4,048LIABILITIES
                AND SHAREHOLDERS’ DEFICITCURRENT
                LIABILITIESAccounts
                payable
            
            $
            82,977Credit
                cards payable
            
            
            53,186Payroll
                and other accrued liabilities
            
            
            61,912Sales
                tax payable
            
            
            10,956Notes
                payable to shareholders
            
            
            47,726Investor
                notes
            
            
            50,000Notes
                payable to others
            
            
            68,697Total
                current liabilities
            
            
            375,454COMMITMENTS
                AND CONTINGENCIESSHAREHOLDERS’
                DEFICITPreferred
                stock, $0.001 par value; 20,000,000 shares authorized:Series
                A convertible preferred stock, $0.001 par value; 6,000,000 shares
                authorized and issued; 2,818,000 outstanding, $191,650 liquidation
                value,
                no redemption value
            
            
            2,818Series
                B convertible preferred stock, $0.001 par value; 2,700,000 shares
                authorized and issued; none outstanding, $22,500 liquidation value,
                no
                redemption value
            
            
            -Common
                stock, $0.001 par value; 100,000,000 shares authorized; 27,181,500
                shares
                issued and outstanding
            
            
            27,182Additional
                paid-in capital
            
            
            557,298Retained
                deficit
            
            
            (
                958,704
            )Total
                shareholders’ deficit
            
            
            (
                371,406
            )Total
                liabilities and shareholders’ deficit
            
            $
            4,048





The
      accompanying notes are an integral part of these financial
      statements




3




Atlas
      Oil
      and Gas, Inc.


STATEMENTS
      OF OPERATIONS


(Unaudited)





Nine Months Ended
              September 30,
            
            Three Months Ended
              September 30,2008
            
            2007
            
            2008
            
            2007Loss
                from discontinued operations
            
            $
            (223,173
            )
            $
            (149,167
            )
            $
            (19,685
            )
            $
            (35,393
            )Other
                income / expenseInterest
                income
            
            
            -
            
            
            377
            
            
            -
            
            
            -Other
                income (expense)
            
            
            (3,793
            )
            
            10,758
            
            
            625
            
            
            5,455Net
                gain on sale, abandonment or write-off of assets
            
            
            105,210
            
            
            -
            
            
            2,000
            
            
            -Interest
                expense and finance charges
            
            
            (18,226
            )
            
            (17,327
            )
            
            (4,152
            )
            
            (5,754
            )Total
                Other Income (Expenses)
            
            
            83,191
            
            
            (6,192
            )
            
            (1,527
            )
            
            (299
            )PROVISION
                FOR INCOME TAXES
            
            
            -
            
            
            -
            
            
            -
            
            
            -NET
                LOSS
            
            
            (139,982
            )
            
            (155,359
            )
            
            (21,212
            )
            
            (35,692
            )Preferred
                dividends accrued
            
            
            (898
            )
            
            (16,031
            )
            
            -
            
            
            (5,444
            )Elimination
                of accrued preferred dividends upon conversion of preferred
                stock
            
            
            19,936
            
            
            -
            
            
            (1,170
            )
            
            -NET
                    LOSS AVAILABLE TO COMMON SHARES
            
            $
            (120,944
            )
            $
            (171,390
            )
            $
            (22,382
            )
            $
            (41,136
            )Basic
                and diluted net loss per share
            
            $
            (0.00
            )
            $
            (0.01
            )
            $
            (0.00
            )
            $
            (0.00
            )Basic
                and diluted weighted average shares outstanding
            
            
            25,693,610
            
            
            21,297,692
            
            
            27,181,500
            
            
            21,300,000




The
      accompanying notes are an integral part of these financial
      statements




4




Atlas
      Oil
      and Gas, Inc.


STATEMENTS
      OF CASH FLOWS


(Unaudited)





For the Nine Months Ended September 30,2008
            
            2007CASH
                FLOWS FROM OPERATING ACTIVITIESNet
                loss
            
            $
            (120,944
            )
            $
            (155,359
            )Adjustments
                to reconcile net loss to net cash used in operating
                activitiesDepreciation
                and amortization
            
            
            1,771
            
            
            3,857Non-cash
                expenses
            
            
            4,070
            
            
            103,211Loss
                on abandonment or write-off of assets
            
            
            3,793
            
            
            -Changes
                in operating assets and liabilities:Accounts
                receivable
            
            
            43,334
            
            
            12,997Inventories
            
            
            15,848
            
            
            1,146Prepaid
                expense
            
            
            2,681
            
            
            (390
            )Accounts
                payable
            
            
            8,118
            
            
            (31,455
            )Credit
                cards payable
            
            
            (43,993
            )
            
            (2,589
            )Payroll,
                sales tax and other accrued liabilities
            
            
            (14,708
            )
            
            (28,925
            )Unearned
                revenue on contracts
            
            
            (8,924
            )
            
            (2,464
            )NET
                CASH USED IN OPERATING ACTIVITIES
            
            
            (108,954
            )
            
            (99,971
            )CASH
                FLOWS FROM INVESTING ACTIVITIESCash
                received from sale of assets
            
            
            5,092
            
            
            -NET
                CASH PROVIDED BY INVESTING ACTIVITIES
            
            
            5,092
            
            
            -CASH
                FLOWS FROM FINANCING ACTIVITIESPrincipal
                payments on notes payable
            
            
            (1,462
            )
            
            (34,785
            )Advance
                from shareholder
            
            
            47,726
            
            
            10,000Proceeds
                from related party loan
            
            
            50,000
            
            
            25,000Proceeds
                from sale of stock
            
            
            -
            
            
            45,000NET
                CASH PROVIDED BY FINANCING ACTIVITIES
            
            
            96,264
            
            
            45,215NET
                (DECREASE) IN CASH
            
            
            (7,598
            )
            
            (54,756
            )Cash,
                beginning of period
            
            
            10,946
            
            
            77,557Cash,
                end of period
            
            $
            3,348
            
            $
            22,801





The
      accompanying notes are an integral part of these financial
      statements


5




Atlas
      Oil
      and Gas, Inc.


STATEMENTS
      OF CASH FLOWS


(Continued)


(Unaudited)





For the Nine Months Ended
              September 30,2008
            
            2007SUPPLEMENTAL
                CASH FLOW INFORMATION:Interest
                paid
            
            $
            5,946
            
            $
            15,631Taxes
                paid
            
            
            -
            
            
            -SUPPLEMENTAL
                SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:Increase
                in paid-in capital resulting from:Deferred
                offering costs, expenses and assets paid for by a Series A preferred
                shareholder
            
            
            4,070
            
            
            103,211Increase
                in common stock par value from:Conversion
                of Series A preferred stock to common stock
            
            
            867
            
            
            -Decrease
                in preferred stock par value from:Conversion
                of Series A preferred stock to common stock
            
            
            (867
            )
            
            -Increase
                (decrease) in retained earnings from:Preferred
                stock dividend
            
            
            (898
            )
            
            16,031Extinguishment
                of accrued preferred stock dividends following conversion of preferred
                stock
            
            
            19,936
            
            
            -





6


Atlas
      Oil
      and Gas, Inc.


Notes
      to
      Financial Statements


September
      30, 2008


(Unaudited)





**NOTE
      1 - BASIS OF PRESENTATION**





The
      accompanying unaudited financial statements of Atlas Oil and Gas, Inc., a Nevada
      corporation (the "Company"), have been prepared in accordance with accounting
      principles generally accepted in the United States of America for interim
      financial information and with the rules and regulations of the Securities
      and
      Exchange Commission. They do not include all of the information and footnotes
      required by accounting principles generally accepted in the United States of
      America for a complete financial presentation. In the opinion of management,
      all
      adjustments, consisting only of normal recurring adjustments, considered
      necessary for a fair presentation, have been included in the accompanying
      unaudited financial statements. Operating results for the periods presented
      are
      not necessarily indicative of the results that may be expected for the full
      year. See “Note 2 – Discontinued Operations.”





These
      financial statements should be read in conjunction with the December 31, 2007
      financial statements and footnotes, which are in the Company’s annual report on
      Form 10-KSB.





**NOTE
      2 – DISCONTINUED OPERATIONS**





In
      June
      2008, in connection with the execution of a Note Purchase Agreement and as
      a
      result of recurring losses and negative cash flow, the Company determined to
      discontinue its home security monitoring and smart home operations. Results
      reflected in the accompanying Statements of Operations relating to the
      operations so discontinued are reported, for the current periods and for prior
      year periods, as Loss from Discontinued Operations. See “Note 9 – Note Purchase
      Agreement.”





**NOTE
      3 – GOING CONCERN**





The
      accompanying financial statements have been prepared assuming that the Company
      will continue as a going concern. As reflected in the accompanying financial
      statements, the Company has incurred a loss of $120,944 for the nine months
      ended September 30, 2008 and has retained deficit of $958,704 at September
      30,
      2008. In addition, the Company has not generated cash flows from operations
      for
      the nine months ended September 30, 2008. The Company’s continued existence is
      dependent on its ability to attain profitable operations and achieving a level
      of revenue adequate to support the Company's cost structure. These factors
      raise
      substantial doubt about the Company’s ability to continue as a going concern.
      There is no assurance that the Company will be able to attain profitable
      operations or additional financing to support the Company’s current operations.
      If management is not successful, the Company may have to substantially cut
      back
      its level of operations that could have an adverse effect on the financial
      position of the Company. The financial statements do not include any adjustments
      relating to the recoverability or classification of recorded asset amounts
      or
      the amount and classification of liabilities that might be necessary as a result
      of this going concern uncertainty see “Note 9 – Note Purchase Agreement” and
“Note 10 - Subsequent Events – Oil and Gas Operations.”





**NOTE
      4 - PREFERRED STOCK CONVERSIONS**





During
      the nine months ended September 30, 2008, 1,170,000 Series A Preferred Stock
      shares were converted to common stock on a one-to-one basis, leaving 2,818,000
      shares not converted.





7




**NOTE
      5 - NOTES PAYABLE IN DEFAULT**





The
      Company has defaulted on the note payable to an equipment supplier. The note
      was
      originally dated July 28, 2004 for $69,240 at 7% interest and re-negotiated
      on
      December 13, 2006, after a 14-month term of default, with a new principal amount
      of $46,495, interest at 7%, and monthly payments of $6,798 beginning December
      27, 2006. The last payment on this note was made on March 30, 2007. Accordingly,
      pursuant to the terms of the note agreement, the default caused the entire
      amount owed to become immediately due and payable. The note is uncollateralized
      and personally guaranteed by the President of the Company.





In
      April
      2008, the Company negotiated a conversion of a business line (credit card)
      account balance to a single fully amortizing term loan in the amount of $49,692
      with a fixed interest rate of 10.25%, and monthly payments of $1,062 through
      April 15, 2013. Other than an over-funding of the loan in the amount of $1,154
      in excess of the business line account balance, which was subsequently applied
      back against the note principal, no payments have been made by the Company
      on
      this new note and the note was in default at September 30, 2008.





**NOTE
      6 - NOTES PAYABLE IN DEFAULT – SHAREHOLDERS**





A
      note
      payable to two shareholders, in the original amount of $25,000 and dated
      September 19, 2007, with a 6-month term at 10.223%, was renewed on March 25,
      2008 in the amount of $22,500 after a principal payment of $2,500. The renewed
      note was for a 6-month term at 13% interest. Interest only payments will begin
      April 25, 2008, with a final payment of $22,748 due on September 25, 2008.
      The
      note was in default at September 30, 2008.





A
      note
      payable to a shareholder for $25,000, originally due February 26, 2008, was
      renewed for another 90-day term at 8%. The full principal and accrued interest
      was due May 26, 2008. The note was in default at September 30,
      2008.





**NOTE
      7 – NET GAIN ON THE SALE, ABANDOMENT OR WRITE-OFF OF
      ASSETS**





During
      the nine months ended September 30, 2008, the Company recorded certain other
      income/expenses and a net gain on the sale, abandonment or write-off of assets
      arising from a sale of certain alarm monitoring contracts and from the
      abandonment and/or write-off of assets as result of the determination to
      discontinue the Company’s alarm monitoring business.





**Sale
      of Monitoring Contracts**





On
      January 24, 2008, the Company entered into an Asset Purchase Agreement whereby
      the Company sold a number of alarm monitoring service contract accounts for
      a
      total purchase price of $96,511. The terms of the Agreement included a 10%
      holdback reserve of $9,651 that was deducted from the gross proceeds by the
      purchaser to cover potential contract default by the customer accounts they
      purchased. The purchaser will have to pay the holdback reserve to the Company
      on
      or before May 24, 2009. Additionally, a reduction in the gross proceeds of
      $9,850 was made by the purchaser for monies paid to the Company prior to the
      sale of the accounts, and where the purchaser must provide services to these
      accounts post-closing that the Company would have otherwise been obligated to
      provide. As a separate obligation, the Company must provide general repair
      services to the sold accounts, on an as-needed basis, for a period of twelve
      months following closing. The Company received a payment of $6,432 from the
      purchaser as consideration for this obligation. Net proceeds received under
      the
      agreement were $83,442.




8





As
      a
      result of the discontinued operations, the Company will not be able to perform
      its obligation to provide general repair services to the sold accounts for
      the
      twelve-month period specified in the Agreement. Consequently, the Company feels
      it will not be in a position to negotiate a return of any of the 10% holdback
      reserve held by the purchaser. Accordingly, both the unamortized portion of
      the
      unearned revenue on the service agreements, and the 10% holdback reserve, have
      been written off to Other Income/Expense in the financial statements. The net
      effect of the write-offs is a loss of $4,113.





In
      June
      2008, the Company sold 57 of its security and/or fire alarm monitoring accounts
      for $15,285. The Company received the sale proceeds at closing. No guarantee
      period was provided to the purchaser, and the Company assumed no liabilities
      for
      the purchaser post-closing. The Company did sign a three-year agreement not
      to
      compete for the accounts sold. This sale represented substantially all of the
      remaining monitoring accounts owned by the Company.





**Write-Off/Write-Down
      of Assets**





In
      June
      2008, the Company made numerous unsuccessful attempts to sell off the remaining
      inventory of alarm equipment and small supplies to other alarm companies. The
      equipment and supplies are expected to be abandoned and, consequently, the
      Company wrote off the entire cost of the $8,230 in alarm equipment and supplies
      inventory remaining at June 30, 2008.





As
      of
      September 30, 2008, the Company wrote down the recorded value of two computers
      with a net book value of $2,087 to the estimated value of $700.





As
      of
      September 30, 2008, the Company evaluated the collectability of its accounts
      receivable from its customers and, based on that evaluation, wrote down $518
      of
      accounts considered uncollectible.





**NOTE
      8 – NOTE PURCHASE AGREEMENT**





On
      June
      5, 2008, the Company, Mark Trimble and various unaffiliated purchasers (the
      “Purchasers”) entered into a Note Purchase Agreement (the “Note Purchase
      Agreement”) pursuant to which the Company agreed to issue to the Purchasers
      convertible promissory notes (the “Investor Notes”) in an aggregate amount up to
      $575,000. Proceeds from the Investor Notes will be utilized to pay costs
      associated with bringing the Company’s reports with the SEC current (“Reporting
      Costs”), to provide working capital to support operations, and to pay
      outstanding debt of the Company.





As
      of
      September 30, 2008, $50,000 had been advanced under the Note Purchase Agreement
      to pay Reporting Costs and support operations (the “Working Capital Advance”).
      Within 45 days from the execution of the Note Purchase Agreement (the “Full
      Funding Date”), the Company and the Purchasers are required to prepare a
      schedule of all liabilities of the Company and the Purchasers are required
      to
      provide funding (“Debt Retirement Funding”) to the Company in an amount equal to
      the lesser of the amount of liabilities so scheduled (excluding installment
      debt) or $175,000 (less $60,000 being paid pursuant to the terms of the CRI
      Purchase Agreement described below) with such amount being applied to retire
      debt of the Company; provided, however, that the Purchasers may elect to extend
      the Full Funding Date by 15 days if not less than $87,500 of Debt Retirement
      Funding has been provided by the original Full Funding Date. Also, by the Full
      Funding Date, the Purchasers must make satisfactory arrangements to fund the
      retirement of all remaining debt (the “Excess Debt”) of the Company, assume and
      pay such remaining debt or cause the Company to issue convertible notes to
      settle such Excess Debt, or any combination thereof. Total funds to be advanced
      by the Purchasers to pay Reporting Costs, the Working Capital Advance and the
      Debt Retirement Funding or to be settled as Excess Debt is limited to $575,000
      (the “Total Funding Commitment,” and the actual amounts so funded or settled
      being referred to as the “Funded Amount”).




9





Pursuant
      to the terms of the Note Purchase Agreement, the Company and the Purchasers
      entered into a Stock Purchase Agreement (the “Trimble Purchase Agreement”) with
      Mark Trimble and John Peper, the principal officers of the Company, and a Stock
      Purchase Agreement (the “CRI Purchase Agreement” and, together with the Trimble
      Purchase Agreement, the “Stock Purchase Agreements”) with Company Reporter
      Investments II (“CRI”), the holder of the Company’s outstanding preferred stock
      (the “Preferred Stock”). Under the terms of the Stock Purchase Agreements,
      Messrs. Trimble and Peper agreed to terminate and release all claims under
      their
      respective employment agreements with the Company and to convey all of their
      shares of common stock of the Company to the Purchasers and CRI agreed to waive
      and release certain rights that it holds under the Preferred Stock and to convey
      all of its shares of Preferred Stock to the Purchasers. The aggregate
      consideration to Messrs. Trimble and Peper and to CRI under the Stock Purchase
      Agreements is the excess, if any, of Total Funding Commitment over the Funded
      Amount (such excess, if any, being the “Unallocated Purchase
      Price”).





The
      amount payable as Unallocated Purchase Price shall be payable by delivery of
      convertible promissory notes (the “Selling Shareholder Notes”) of the Company.
      Each of the Selling Shareholder Notes matures on June 30, 2009, accrues interest
      at 8% per annum and is convertible, commencing 6 months from issuance, at a
      price equal to 85% of the market price of the Company’s common stock on the date
      of conversion.





The
      Unallocated Purchase Price is allocated 10% to Messrs. Trimble and Peper and
      90%
      to CRI. On signing of the CRI Purchase Agreement, the Purchasers paid to CRI
      $60,000 and CRI transferred to the Purchasers 1,149,900 shares of Series A
      Convertible Preferred Stock and 67,500 shares of Series B Convertible Preferred
      Stock. The shares held by Messrs. Trimble and Peper, and the remaining Preferred
      Stock held by CRI, will be released to the Purchasers pro rata as the principal
      balances on the Selling Shareholder Notes are reduced.





The
      Investor Notes, in the amount of $50,000, are payable in full on June 30, 2009,
      accrue interest at 8% per annum and are convertible into common stock of the
      Company at a conversion price of $0.005 per share, provided, however, that
      the
      Investor Notes may only be converted on or after the Total Funding Commitment
      has been satisfied.





Pursuant
      to the terms of the Note Purchase Agreement, on June 6, 2008, Daniel Motsinger,
      a designee of the Purchasers, was appointed as a Director and Chief Executive
      Officer of the Company. On or before the Full Funding Date, and provided that
      the Purchasers comply with the provisions of the Note Purchase Agreement through
      that date, the Company’s current officers and directors will resign in such
      capacity.





As
      a
      result of the transactions contemplated by the Note Purchase Agreement, control
      of the Company has effectively passed from Messrs. Trimble and Peper to Mr.
      Dan
      Motsinger and the Purchasers.





**NOTE
      9 – SUBSEQUENT EVENTS**





**Preferred
      Stock Conversions**





In
      July
      2008, the holder of 1,014,500 shares of Series A Convertible Preferred Stock
      and
      225,000 shares of Series B Convertible Preferred Stock converted those shares
      and the Company issued 1,239,500 shares of common stock pursuant to those
      conversions.





10




**Amendment
      of Note Purchase Agreement**





In
      August
      2008, the Company and the Purchasers entered into an amendment to the Note
      Purchase Agreement pursuant to which the Full Funding Date was extended until
      August 31, 2008. In October of 2008 the Note Purchase Agreement was further
      amended and extended until December 31, 2008 provided that the Purchasers agree
      to provide, on or before Nov. 30, 2008 new capital in the amount of $57,500.00
      and on or before December 31, 2008 provide new capital in the amount of
      $115,000; that the Company deliver to Company Reporter Investments a promissory
      note in the amount of $200,000 (less amounts previously paid and applied to
      the
      CRI note; the Company deliver to Mark Trimble a promissory note in the amount
      of
      $100,000 plus certain other amounts as specified in the Amendment.





**Oil
      and Gas Operations**





In
      keeping with the intent of the Company to pursue opportunities in the energy
      business, subsequent to June 30, 2008, the Company acquired a 15% working
      interest with an 11.25% working interest in the Eric Foust 4-9 well in Pawnee
      County, Oklahoma. The well was drilled and is awaiting completion. The Company’s
      cost in the well was $70,344. Funds to pay for the Company’s interest in the
      well were advanced by Purchasers under the Note Purchase Agreement. Pursuant
      to
      an agreement with the operator of the field the Company agreed to invest an
      additional $59,130.00 and exchanged its 15% working interest in the one Foust
      4-9 into a smaller working interest in eight wells as follows:





Atlas
      Oil
      and Gas, Inc hereby consents to a re-structuring of its working interest as
      set
      forth below:





**Well** **Name**
            ****
            **API/PUN No.**
            ****
            **Working Int.**
            ****
            **NRI**
            ****
            **Net NRI**Eric
                Foust 1-9
            
            
            117-23331
            
            
            3.50
            %
            
            75.00
            %
            
            2.625
            %Eric
                Foust 2-9
            
            
            117-23333
            
            
            3.50
            %
            
            75.00
            %
            
            2.625
            %Eric
                Foust 3-9
            
            
            117-23334
            
            
            3.50
            %
            
            75.00
            %
            
            2.625
            %Eric
                Foust 4-9
            
            
            117-23335
            
            
            3.50
            %
            
            75.00
            %
            
            2.625
            %Eric
                Foust 5-9
            
            
            117-23340
            
            
            3.50
            %
            
            75.00
            %
            
            2.625
            %Eric
                Foust 6-9
            
            
            117-23341
            
            
            3.50
            %
            
            75.00
            %
            
            2.625
            %Foust/Davis
                1-A
            
            
            117-039224
            (PUN)
            
            3.50
            %
            
            75.00
            %
            
            2.625
            %Foust
                #4S
            
            
            117-039224
            (PUN)
            
            3.50
            %
            
            75.00
            %
            
            2.625
            %





Name
      and
      Domicile Change





In
      October, the Company changed its name to Atlas Oil and Gas, Inc. received a
      new
      trading symbol OTC-BB "ATOG" and moved its domicile from Texas to Nevada to
      more
      accurately reflect its move into the energy sector.





**ITEM
      2.**  **MANAGEMENT'S
      DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS**





**Forward-Looking
      Information**





This
      Form
      10-Q quarterly report of Atlas Oil and Gas, Inc. (the “Company”) for the nine
      months ended September 30, 2008, contains certain forward-looking statements
      within the meaning of Section 27A of the Securities Act of 1933, as amended,
      and
      Section 21E of the Securities Exchange Act of 1934, as amended, which are
      intended to be covered by the safe harbors created thereby. To the extent that
      there are statements that are not recitations of historical fact, such
      statements constitute forward-looking statements that, by definition, involve
      risks and uncertainties. In any forward-looking statement, where the Company
      expresses an expectation or belief as to future results or events, such
      expectation or belief is expressed in good faith and believed to have a
      reasonable basis, but there can be no assurance that the statement of
      expectation or belief will be achieved or accomplished. The actual results
      or
      events may differ materially from those anticipated and as reflected in
      forward-looking statements included herein. Factors that may cause actual
      results or events to differ from those anticipated in the forward-looking
      statements included herein include the factors described in herein and in the
      Company’s other filings with the SEC.




Readers
      are cautioned not to place undue reliance on the forward-looking statements
      contained herein, which speak only as of the date hereof. The Company believes
      the information contained in this Form 10-Q to be accurate as of the date
      hereof. Changes may occur after that date, and the Company will not update
      that
      information except as required by law in the normal course of its public
      disclosure practices.




Additionally,
      the following discussion regarding the Company’s financial condition and results
      of operations should be read in conjunction with the financial statements and
      related notes contained in Item 1 of Part 1 of this Form 10-Q, as well as the
      financial statements for the fiscal year ended December 31, 2007 included in
      the
      Company’s Annual Report on Form 10-KSB.




11





**Critical
      Accounting Policies**





The
      Company’s discussion and analysis of its financial condition and results of
      operations are based upon the Company’s financial statements, which have been
      prepared in accordance with accounting principles generally accepted in the
      United States of America. The Company believes certain critical accounting
      policies affect its more significant judgments and estimates used in the
      preparation of its financial statements. As of, and for the nine months ended,
      September 30, 2008, there have been no material changes or updates to the
      Company’s critical accounting policies as compared to those described in the
      Company’s Annual Report on Form 10-KSB for the year ended December 31,
      2007.





**Current
      Year Developments**





*Discontinued
      Operations*





In
      June
      2008, in connection with the execution of a Note Purchase Agreement and as
      a
      result of recurring losses and negative cash flow, the Company determined to
      discontinue its home security monitoring and smart home operations. Results
      reflected in the accompanying Statements of Operations relating to the
      operations so discontinued are reported, for the current periods and for prior
      year periods, as Loss from Discontinued Operations.





*Sale
      of Monitoring Contracts*





In
      January 2008, the Company sold a number of alarm monitoring service contract
      accounts for a total price of $96,511. The terms of the sale include a 10%
      holdback reserve of $9,651 that was deducted from the gross proceeds by the
      purchaser to cover potential contract default by the customer accounts they
      purchased. The purchaser will have to pay the holdback reserve to the Company
      on
      or before May 24, 2009. A reduction in the gross proceeds of $9,850 was made
      by
      the purchaser for monies paid to the Company prior to the sale by the accounts
      that are the subject of the sale, and where the purchaser must provide services
      to these accounts post-closing that the Company would have otherwise been
      obligated to provide. As a separate obligation, the Company must provide general
      repair services to the sold accounts, on an as-needed basis, for a period of
      twelve months following closing. The Company received a payment of $6,432 from
      the purchaser as consideration for this obligation. Net proceeds received under
      the agreement were $83,442. The sale was reported as Other Income - Gain on
      Sale
      of Assets.





As
      a
      result of the discontinued operations, the Company will not be able to perform
      its obligation to provide general repair services to the sold accounts for
      the
      twelve-month period specified in the Agreement. Consequently, the Company feels
      it will not be in a position to negotiate a return of any of the 10% holdback
      reserve held by the purchaser. Accordingly, both the unamortized portion of
      the
      unearned revenue on the service agreements, and the 10% holdback reserve, have
      been written off to Other Income/Expense in the financial statements. The net
      effect of the write-offs is a loss of $4,113.





In
      June
      2008, the Company sold 57 of its security and/or fire alarm monitoring accounts
      for $15,285. The Company received the sale proceeds at closing. No guarantee
      period was provided to the purchaser, and the Company assumed no liabilities
      for
      the purchaser post-closing. The Company did sign a three-year agreement not
      to
      compete for the accounts sold. This sale represented substantially all of the
      remaining monitoring accounts owned by the Company.





*Write-Off/Write-Down
      of Assets*





In
      June
      2008, in connection with the determination to discontinue alarm monitoring
      and
      related operations, wrote-off certain accounts receivable considered to be
      uncollectible, wrote-off certain inventories of alarm equipment and small
      supplies that are expected to be abandoned and wrote-down the recorded value
      of
      certain equipment.





*Renewal
      of Notes Payable*





A
      note
      payable to two shareholders, in the original amount of $25,000 and dated
      September 19, 2007, with a 6-month term at 10.223%, was renewed on March 25,
      2008 in the amount of $22,500 after a principal payment of $2,500. The renewed
      note was for a 6-month term at 13% interest. Interest only payments will begin
      April 25, 2008, with a final payment of $22,748 due on September 25, 2008.
      The
      note was in default at September 30, 2008.





12





The
      note
      payable to a shareholder for $25,000, originally due February 26, 2008, has
      been
      renewed for another 90-day term at 8%. The full principal and accrued interest
      will be due May 26, 2008. The note was in default at September 30,
      2008.





*Conversion
      of Line of Credit to Term Loan*





In
      April
      2008, the Company negotiated a conversion of a business line (credit card)
      account balance to a single fully amortizing term loan in the amount of $49,692
      with a fixed interest rate of 10.25%, and monthly payments of $1,062 through
      April 15, 2013. Other than an over-funding of the loan in the amount of $1,154
      in excess of the business line account balance, which was subsequently applied
      back against the note principal, no payments have been made by the Company
      on
      this new note and the note was in default at September 30, 2008.





*Preferred
      Stock Conversions*





During
      the nine months ended September 20, 2008, 867,000 Series A Preferred Stock
      shares were converted to common stock on a one-to-one basis, leaving 3,833,000
      shares not converted.





In
      July
      2008, 1,014,500 shares of Series A Convertible Preferred Stock and 225,000
      shares of Series B Convertible Preferred Stock were converted into 1,239,500
      shares of common stock.





*Note
      Purchase Agreement*





On
      June
      5, 2008, the Company, Mark Trimble and various unaffiliated purchasers (the
      “Purchasers”) entered into a Note Purchase Agreement (the “Note Purchase
      Agreement”) pursuant to which the Company agreed to issue to the Purchasers
      convertible promissory notes (the “Investor Notes”) in an aggregate amount up to
      $575,000. Proceeds from the Investor Notes will be utilized to pay costs
      associated with bringing the Company’s reports with the SEC current (“Reporting
      Costs”), to provide working capital to support operations, and to pay
      outstanding debt of the Company.





As
      of
      September 30, 2008, $50,000 had been advanced under the Note Purchase Agreement
      to pay Reporting Costs and to support operations (the “Working Capital
      Advance”). Within 45 days from the execution of the Note Purchase Agreement (the
“Full Funding Date”), the Company and the Purchasers are required to prepare a
      schedule of all liabilities of the Company and the Purchasers are required
      to
      provide funding (“Debt Retirement Funding”) to the Company in an amount equal to
      the lesser of the amount of liabilities so scheduled (excluding installment
      debt) or $175,000 (less $60,000 being paid pursuant to the terms of the CRI
      Purchase Agreement described below) with such amount being applied to retire
      debt of the Company; provided, however, that the Purchasers may elect to extend
      the Full Funding Date by 15 days if not less than $87,500 of Debt Retirement
      Funding has been provided by the original Full Funding Date. Also, by the Full
      Funding Date, the Purchasers must make satisfactory arrangements to fund the
      retirement of all remaining debt (the “Excess Debt”) of the Company, assume and
      pay such remaining debt or cause the Company to issue convertible notes to
      settle such Excess Debt, or any combination thereof. Total funds to be advanced
      by the Purchasers to pay Reporting Costs, the Working Capital Advance and the
      Debt Retirement Funding or to be settled as Excess Debt is limited to $575,000
      (the “Total Funding Commitment,” and the actual amounts so funded or settled
      being referred to as the “Funded Amount”).





Pursuant
      to the terms of the Note Purchase Agreement, the Company and the Purchasers
      entered into a Stock Purchase Agreement (the “Trimble Purchase Agreement”) with
      Mark Trimble and John Peper, the principal officers of the Company, and a Stock
      Purchase Agreement (the “CRI Purchase Agreement” and, together with the Trimble
      Purchase Agreement, the “Stock Purchase Agreements”) with Company Reporter
      Investments II (“CRI”), the holder of the Company’s outstanding preferred stock
      (the “Preferred Stock”). Under the terms of the Stock Purchase Agreements,
      Messrs. Trimble and Peper agreed to terminate and release all claims under
      their
      respective employment agreements with the Company and to convey all of their
      shares of common stock of the Company to the Purchasers and CRI agreed to waive
      and release certain rights that it holds under the Preferred Stock and to convey
      all of its shares of Preferred Stock to the Purchasers. The aggregate
      consideration to Messrs. Trimble and Peper and to CRI under the Stock Purchase
      Agreements is the excess, if any, of Total Funding Commitment over the Funded
      Amount (such excess, if any, being the “Unallocated Purchase
      Price”).





13




The
      amount payable as Unallocated Purchase Price shall be payable by delivery of
      convertible promissory notes (the “Selling Shareholder Notes”) of the Company.
      Each of the Selling Shareholder Notes matures on June 30, 2009, accrues interest
      at 8% per annum and is convertible, commencing 6 months from issuance, at a
      price equal to 85% of the market price of the Company’s common stock on the date
      of conversion.





The
      Unallocated Purchase Price is allocated 10% to Messrs. Trimble and Peper and
      90%
      to CRI. On signing of the CRI Purchase Agreement, the Purchasers paid to CRI
      $60,000 and CRI transferred to the Purchasers 1,149,900 shares of Series A
      Convertible Preferred Stock and 67,500 shares of Series B Convertible Preferred
      Stock. The shares held by Messrs. Trimble and Peper, and the remaining Preferred
      Stock held by CRI, will be released to the Purchasers pro rata as the principal
      balances on the Selling Shareholder Notes are reduced.





The
      Investor Notes are payable in full on June 30, 2009, accrue interest at 8%
      per
      annum and are convertible into common stock of the Company at a conversion
      price
      of $0.005 per share, provided, however, that the Investor Notes may only be
      converted on or after the Total Funding Commitment has been
      satisfied.





Pursuant
      to the terms of the Note Purchase Agreement, on June 6, 2008, Daniel Motsinger,
      a designee of the Purchasers, was appointed as a Director and Chief Executive
      Officer of the Company. On or before the Full Funding Date, and provided that
      the Purchasers comply with the provisions of the Note Purchase Agreement through
      that date, the Company’s current officers and directors will resign in such
      capacity.





As
      a
      result of the transactions contemplated by the Note Purchase Agreement, control
      of the Company has effectively passed from Messrs. Trimble and Peper to the
      Purchasers.





In
      August
      2008, the Company and the Purchasers entered into an amendment to the Note
      Purchase Agreement pursuant to which the Full Funding Date was extended until
      August 31, 2008.





*Oil
      and Gas Operations*





During
      the nine months ended September 30, 2008, the Company acquired a 15% working
      interest with an 11.25% working interest in the Eric Foust 4-9 well in Pawnee
      County, Oklahoma. The well was drilled and is awaiting completion. The Company’s
      cost in the well was $70,344. Funds to pay for the Company’s interest in the
      well were advanced by Purchasers under the Note Purchase Agreement. Subsequent
      to the acquisition of the Foust 4-9, the operator approached the Company with
      a
      proposition whereby the 4-9 well interest would be reduced, the Company would
      invest additional funds and the agreements would be re-structured in such a
      way
      that the Company would end up with working interests in 8 wells in Pawnee
      County, Oklahoma as follows:





Atlas
      Oil
      and Gas, Inc hereby consents to a re-structuring of its working interest as
      set
      forth below





**Well Name**
            ****
            **API/PUN No.**
            ****
            **Working Int.**
            ****
            **NRI**
            ****
            **Net NRI**Eric
                Foust 1-9
            
            
            117-23331
            
            
            3.50
            %
            
            75.00
            %
            
            2.625
            %Eric
                Foust 2-9
            
            
            117-23333
            
            
            3.50
            %
            
            75.00
            %
            
            2.625
            %Eric
                Foust 3-9
            
            
            117-23334
            
            
            3.50
            %
            
            75.00
            %
            
            2.625
            %Eric
                Foust 4-9
            
            
            117-23335
            
            
            3.50
            %
            
            75.00
            %
            
            2.625
            %Eric
                Foust 5-9
            
            
            117-23340
            
            
            3.50
            %
            
            75.00
            %
            
            2.625
            %Eric
                Foust 6-9
            
            
            117-23341
            
            
            3.50
            %
            
            75.00
            %
            
            2.625
            %Foust/Davis
                1-A
            
            
            117-039224
            (PUN)
            
            3.50
            %
            
            75.00
            %
            
            2.625
            %Foust
                #4S
            
            
            117-039224
            (PUN)
            
            3.50
            %
            
            75.00
            %
            
            2.625
            %





**Results
      of Operations**





In
      light
      of the determination, in connection with entering the Note Purchase Agreement,
      to commence oil and gas operations and to terminate and liquidate the prior
      operations and assets of the Company, all operations for the three and nine
      months ended September 30, 2008 have been classified as Discontinued Operations
      and all operations for the same periods in 2007 have been reclassified as
      Discontinued Operations.





14





With
      the
      change in our business plan, we expect that the nature and amount of our
      revenues and operating expenses will be substantially altered beginning in
      the
      third quarter of 2008 to reflect operation as an oil and gas exploration
      company.





*Loss
      From Discontinued Operations* .
      During
      the three and nine months ended September 30, 2008, we realized a net loss
      from
      discontinued operations of $19,685 and $223,173 as compared to a net loss from
      discontinued operations of $35,393 and $149,167 during the three and nine months
      ended September 30, 2007.





*Interest
      Expense.* Interest
      and finance charges increased to $18,226 for the nine months ended September
      30,
      2008 period from $17,327 for the 2007 period. The increase in interest expense
      was attributable to increased debt levels, including the issuance of $50,000
      of
      Investor Notes.





*Net
      Gain on Sale, Abandonment, Write-Off of Assets.* During
      the nine months ended September 30, 2008, we realized a net gain of $103,210
      from the one-time sale of security monitoring contracts and the abandonment
      or
      write-off of other assets.





**Financial
      Condition**





*Cash
      Position and Short-Term Liquidity.* At
      September 30, 2008, we had a cash balance of $3,348 and a working capital
      deficit of $372,106 as compared to a cash balance of $10,946 and a working
      capital deficit of $265,265 at December 31, 2007.





Operations
      used cash in the amount of $108,954 during the nine months ended September
      30,
      2008 as compared to $99,971 used in operations during the nine months ended
      September 30, 2007.





*Financing
      Transactions and Facilities* .
      Our
      short-term financing requirements have, in recent periods, been financed
      primarily through short-term borrowing from our principal officer, Mark Trimble,
      borrowings on credit cards, borrowings under a line of credit, borrowings from
      a
      supplier and borrowings arranged through directors. During the six months ended
      June 30, 2008 we reduced by $2,500 the principal balance of, and extended,
      an
      existing $25,000 loan arranged through two directors, extended the maturity
      on a
      second shareholder loan, sold substantially all of our monitoring contracts
      and
      converted a bank credit line (credit card) account to a term loan. Substantially
      all of our credit facilities were in default at September 30, 2008.





In
      an
      effort to assure that we are able to meet our ongoing obligations in light
      of
      weak market conditions, in June 2008 we entered into a Note Purchase Agreement
      pursuant to which we agreed to issue up to $575,000 in principal amount of
      convertible promissory notes in order to secure financing to meet our
      obligations and support basic operations. As of September 30, 2008 we had
      received $50,000 of funding under the Note Purchase Agreement. Subsequent to
      June 30, 2008, the Note Purchase Agreement was amended to extend the Full
      Funding Date to August 31, 2008. We expect to receive additional funding with
      the intent of settling all outstanding indebtedness. As a result of the
      transactions contemplated in the Note Purchase Agreement, the purchasers in
      that
      agreement effectively took control of our company. While the Note Purchase
      Agreement provides potential funding to support our operations, there is no
      assurance that the purchasers under that agreement will fully fund their
      obligations thereunder, in which case their notes will not be convertible into
      common stock and will be due June 30, 2009.





**Off-Balance
      Sheet Arrangements**





The
      Company had no off-balance sheet arrangements at September 30,
      2008.





**Inflation**





The
      Company believes that inflation has not had a significant impact on operations
      since inception.




15




**ITEM
                  3.**
              **CONTROLS
                  AND PROCEDURES**
 
 **Evaluation
        of Disclosure Controls and Procedures**
 
 As
        of the
        end of the period covered by this report, we have evaluated the effectiveness
        of
        the design and operation of our disclosure controls and procedures under
        the
        supervision and with the participation of our chief executive officer (“CEO”)
        who also serves as our chief financial officer. Based on this evaluation,
        our
        management, including our CEO, concluded that our disclosure controls and
        procedures were not effective at September 30, 2008.
 
 **Changes
        in Internal Control over Financial Reporting**
 
 During
        the quarter ended September 30, 2008, there were no changes in our internal
        controls over financial reporting that materially affected, or are reasonably
        likely to materially affect, internal controls over financial
        reporting.
 
 **PART
        II**
 
 **ITEM
                  2.**
              **UNREGISTERED
                  SALES OF EQUITY SECURITIES AND USE OF
                  PROCEEDS**
 
 In
        the
        quarter ended September 30, 2008, a single holder of an aggregate of 1,014,500
        shares of the Company’s Series A Convertible Preferred Stock and 225,000 shares
        of the Company’s Series B Convertible Preferred Stock converted those shares
        into, and the Company issued, 1,239,500 shares of common stock.
 
 The
        shares were issued pursuant to Section 4(2) of the Securities Act and the
        rules
        and regulations promulgated thereunder on the basis that such transaction
        did
        not involve a public offering. No sales were commissions were paid in connection
        with the issuance of the shares.
 
 **ITEM
                  6.**
              **EXHIBITS**
  ExhibitNumber
              
              Description31.1
              
              Certification
                  of CEO pursuant to Section 302 of the Sarbanes-Oxley Act of
                  200232.1
              
              Certification
                  of CEO Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
                  to Section
                  906 of the Sarbanes-Oxley Act of
                  2002
 
 **SIGNATURES**
 
 Pursuant
        to the requirements of the Securities Exchange Act of 1934, the registrant
        has
        duly caused this report to be signed on behalf by the undersigned thereunto
        duly
        authorized.
 
 ATLAS
                  OIL AND GAS, INC.Dated:
                  November 14, 2008By:
              /s/
                  Daniel MotsingerDaniel
                  MotsingerChief
                  Executive Officer andChief
                  Financial Officer
  16