UNITED
        STATES
 SECURITIES
        AND EXCHANGE COMMISSION
 WASHINGTON,
        D.C. 20549
 
 FORM
        10-KSB
 (Mark
        One)
 
 [X]
              ANNUAL
                  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
                  OF
                  1934
 
 For
        the
        fiscal year ended December 31, 2006
 
 [ 
                   ]
              TRANSITION
                  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
                  OF
                  1934
 
 For
        the
        transition period from ____________ to _____________
 
 Commission
        file number: 000-05076
 
 ATLANTIS
        INTERNATIONAL
        CORPORATION
 (Exact
        name of small business issuer as specified in its charter)
 
 New
                  Jersey
              58-1597246(State
                  or other jurisdiction of
              (IRS
                  Employer incorporationidentification
                  No.)
              or
                  organization)
 
 6222
        Richmond
        Ave.  Suite 360
 Houston,
        Texas
        77057
 (Address
        of principal executive offices)
 
 (281)
        334-9479
 (Registrant's
        telephone number)
 
 Securities
        registered under Section 12(b) of the Exchange Act:
 
 NONE
 
 Securities
        registered under Section 12(g) of the Exchange Act:
 
 COMMON
        STOCK, $0.001 PAR VALUE PER SHARE
 
 Check
        whether the registrant (1) has filed all reports required to be filed by
        Section
        13 or 15(d) of the Exchange Act during the past 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 [  ] No
        [X].
 
 Check
        if
        there is no disclosure of delinquent filers in response to Item 405 of
        Regulation S-B not contained in this form, and no disclosure will be contained,
        to the best of the registrant's knowledge, in definitive proxy or information
        statements incorporated by reference in Part III of this Form 10-KSB or any
        amendment to this Form 10-KSB. [  ]
 Indicate
        by check mark whether the registrant is a shell company (as defined in Rule
        12b-2 of the Exchange Act). Yes [X] No [  ].
 
 The
        issuer's revenues for the most recent fiscal year ended December 31, 2006
        were
        $0.
  
 There
        is
        currently no public market for the Registrant's common stock.
 
 As
        of
        January 7, 2008 the issuer had 14,884,621 shares of common stock, $0.001
        par
        value per share outstanding ("Common Stock").
 
 Documents
        Incorporated by Reference: NONE
 
 Transitional
        Small Business Disclosure Format: Yes [  ] No [X]
   
 
 ATLANTIS
        INTERNATIONAL CORPORATION
 FORM
        10-KSB FOR THE YEAR ENDED DECEMBER 31, 2006
 INDEX
 
 Part
        I
 
 Item
                  1. Description of Business
              4Item
                  2. Description of Property
              7Item
                  3. Legal Proceedings
              7Item
                  4. Submission of Matters to a Vote of Security Holders
              7Part
                  IIItem
                  5. Market for Common Equity and Related Stockholder
                  Matters
              8Item
                  6. Management's Discussion and Analysis or Plan of
                  Operation
              9Item
                  7. Financial Statements
              19Item
                  8. Changes in and Disagreements with Accountants on Accounting
                  and
                  Financial Disclosure
              20Item
                  8A. Controls and Procedures
              20Item
                  8B. Other Information
              20Part
                  IIIItem
                  9. Directors, Executive Officers, Promoters and Control Persons;
                  Compliance with Section 16(a) of the Exchange Act
              21Item
                  10. Executive Compensation
              22Item
                  11. Security Ownership of Certain Beneficial Owners and Management
                  and
                  Related Stockholder Matters
              23Item
                  12. Certain Relationships and Related Transactions
              23Item
                  13. Exhibits
              25Item
                  14. Principal Accountant Fees and Services
              25Signatures
              26
 
 
 
 
 PART
        I
 
 ITEM
        1. DESCRIPTION
        OF BUSINESS
 
 SPECIAL
        NOTE REGARDING FORWARD-LOOKING STATEMENTS
 
 CERTAIN
        STATEMENTS IN THIS ANNUAL REPORT ON FORM 10-KSB, INCLUDING STATEMENTS UNDER
        "ITEM 1. DESCRIPTION OF BUSINESS," AND "ITEM 6. MANAGEMENT'S DISCUSSION AND
        ANALYSIS", CONSTITUTE "FORWARD LOOKING STATEMENTS" WITHIN THE MEANING OF
        SECTION
        27A OF THE SECURITIES ACT OF 1934, AS AMENDED, AND THE PRIVATE SECURITIES
        LITIGATION REFORM ACT OF 1995 (COLLECTIVELY, THE "REFORM ACT"). CERTAIN,
        BUT NOT
        NECESSARILY ALL, OF SUCH FORWARD-LOOKING STATEMENTS CAN BE IDENTIFIED BY
        THE USE
        OF FORWARD-LOOKING TERMINOLOGY SUCH AS "BELIEVES", "EXPECTS", "MAY", "SHOULD",
        OR "ANTICIPATES", OR THE NEGATIVE THEREOF OR OTHER VARIATIONS THEREON OR
        COMPARABLE TERMINOLOGY, OR BY DISCUSSIONS OF STRATEGY THAT INVOLVE RISKS
        AND
        UNCERTAINTIES. SUCH FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN
        RISKS,
        UNCERTAINTIES AND OTHER FACTORS WHICH MAY CAUSE THE ACTUAL RESULTS, PERFORMANCE
        OR ACHIEVEMENTS OF ATLANTIS INTERNATIONAL CORPORATION ("ATLANTIS", "THE
        COMPANY", "WE", "US" OR "OUR") TO BE MATERIALLY DIFFERENT FROM ANY FUTURE
        RESULTS, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH
        FORWARD-LOOKING STATEMENTS. REFERENCES IN THIS FORM 10-KSB, UNLESS ANOTHER
        DATE
        IS STATED ARE TO DECEMBER 31, 2006.
 
 Business
        History
  Atlantis
        International Corporation (“Atlantis,” “we,” “us” and the “Company”) was
        incorporated in New Jersey on November 3, 1959, as American Land Investment
        Corp. In December 1961, as result of a merger with Jersey Investment Corp,
        its
        name was changed to Atlantis International Corporation. On July 29, 2003,
        Atlantis acquired all of the issued and outstanding shares of common stock
        of
        Bederra Incorporated, a Texas corporation ("Bederra"), in exchange for the
        issuance of 3,000,000 shares of common stock, par value $.01 per share, to
        the
        holders of Bederra's common stock.  Bederra provided equipment leasing
        and financing to a diverse number of small and large companies throughout
        the
        U.S.
   In
        December 2004, Atlantis’ then Chief Executive Officer, S.E. Altman entered into
        a letter agreement with Daniel Dror II Trust of 1998, a trust beneficially
        owned
        by Daniel Dror II, our current Chief Executive Officer and Director (the
“Dror
        Trust” and the “Purchase Agreement”).  Pursuant to the Purchase
        Agreement, the Dror Trust had the right to purchase 6,820,000 shares of common
        stock of Atlantis held by Mr. Altman and various other affiliates of the
        Company
        for aggregate consideration of $150,000.  The $150,000 was eventually
        paid to Mr. Altman by Daniel Mushin, our current President and Director,
        on
        behalf of the Dror Trust, and the Dror Trust received the 6,820,000 shares
        of
        common stock.  The Purchase Agreement closed on February 28,
        2005.
   Additionally,
        the parties had agreed that Mr. Mushin would receive 7,500,000 shares of
        common
        stock in connection with services rendered in connection with the Purchase
        Agreement, which shares were issued to Mr. Mushin subsequent to the date
        of the
        Purchase Agreement.  The Purchase Agreement closed on February 28,
        2005.
   In
        January 2005, Atlantis’ Board of Directors agreed that it was in the best
        interests of the Company to divest its interest in Bederra, and the Company
        agreed to spin-off Bederra as a stand alone company, by giving each shareholder
        of the Company as of December 31, 2004, one share of Bederra for each share
        of
        the Company which they owned, effective as of January 1, 2005.  Since
        January 2005, the Company has had no operations or assets.
  -4-
 Current
        Status as a Blank Check Shell Company
 
 Since
        approximately January 2005, we have been classified as a "shell company".
        Rule
        12b-2 of the Securities and Exchange Act of 1934, as amended (the "Securities
        Act") defines "shell company," as a company (other than an asset-backed issuer),
        which has "no operations; and either no or nominal assets; assets consisting
        of
        solely cash and cash equivalents; or assets consisting of any amount of cash
        and
        cash equivalents and nominal other assets." Additionally, since approximately
        January 2005, our lack of operations has classified us as a "blank check"
        company, which is defined as "any development stage company that is issuing
        a
        penny stock, within the meaning of Section 3 (a)(51) of the Exchange Act
        and
        that has no specific business plan or purpose, or has indicated that its
        business plan is to merge with an unidentified company or companies." Many
        states have enacted statutes, rules and regulations limiting the sale of
        securities of "blank check" companies in their respective jurisdictions.
        Management does not intend to undertake any efforts to cause a market to
        develop
        in our securities, either debt or equity, until we have successfully concluded
        a
        business combination. The Company intends to comply with the periodic reporting
        requirements of the Exchange Act for so long as we are subject to those
        requirements.
 
 We
        currently plan to investigate and, if such investigation warrants, acquire
        a
        target company or business seeking the perceived advantages of being a publicly
        held corporation and, to a lesser extent that desires to employ our funds
        in its
        business. Additionally, and/or in lieu of a possible merger with a target
        company, we may acquire rights to certain oil and gas properties in the future,
        funding permitting, of which there can be no assurance.  Our principal
        business objective for the next 12 months and beyond will be to achieve
        long-term growth potential through a combination with a business (and/or
        an
        acquisition) rather than immediate, short-term earnings. We will not restrict
        our potential candidate target companies to any specific business, industry
        or
        geographical location and, thus, may acquire any type of business; however,
        the
        Company’s current management is using the majority of their efforts to pursue a
        potential oil and gas acquisition, of which there can be no
        assurance.
 
 The
        analysis of new business opportunities has and will be undertaken by or under
        the supervision of Daniel Dror II and Daniel Mushin, our sole officers and
        Directors. As of the date of this filing, we have not entered into any
        definitive agreement with any party, nor have there been any specific
        discussions with any potential business combination candidate regarding business
        opportunities for us. In our efforts to analyze potential acquisition targets,
        we may consider the following kinds of factors:
 
 (a)
              Potential
                  for growth, indicated by new technology, anticipated market expansion
                  or
                  new products;(b)
              Competitive
                  position as compared to other firms of similar size and experience
                  within
                  the industry segment as well as within the industry as a
                  whole;(c)
              Strength
                  and diversity of management, either in place or scheduled for
                  recruitment;(d)
              Capital
                  requirements and anticipated availability of required funds, to
                  be
                  provided by the Registrant or from operations, through the sale
                  of
                  additional securities, through joint ventures or similar arrangements
                  or
                  from other sources;(e)
              The
                  cost of participation by us as compared to the perceived tangible
                  and
                  intangible values and potentials;(f)
              The
                  extent to which the business opportunity can be
                  advanced;(g)
              The
                  accessibility of required management expertise, personnel, raw
                  materials,
                  services, professional assistance and other required items;
                  and(h)
              Other
                  relevant factors.
   -5-
 In
        applying the foregoing criteria, no one of which will be controlling, our
        management will attempt to analyze all factors and circumstances and make
        a
        determination based upon reasonable investigative measures and available
        data.
        Potentially available business opportunities may occur in many different
        industries, and at various stages of development, all of which will make
        the
        task of comparative investigation and analysis of such business opportunities
        extremely difficult and complex. Due to the limited capital we have available
        for investigation, we may not discover or adequately evaluate adverse facts
        about the opportunity to be acquired.
 
 Form
        of Acquisition
 
 The
        manner in which we participate in an opportunity will depend upon the nature
        of
        the opportunity, our respective needs and desires as well as those of the
        promoters of the opportunity, and the relative negotiating strength of us
        and
        such promoters.
 
 It
        is
        likely that we will acquire our participation in a business opportunity through
        the issuance of common stock or other securities. Although the terms of any
        such
        transaction cannot be predicted, it should be noted that in certain
        circumstances the criteria for determining whether or not an acquisition
        is a
        so-called "tax free" reorganization under Section 368(a)(1) of the Internal
        Revenue Code of 1986, as amended (the "Code"), depends upon the issuance
        to the
        stockholders of the acquired company of at least 80 percent of the common
        stock
        of the combined entities immediately following the reorganization. If a
        transaction were structured to take advantage of these provisions rather
        than
        other "tax free" provisions provided under the Code, all prior stockholders
        would in such circumstances retain 20% or less of the total issued and
        outstanding shares. Under other circumstances, depending upon the relative
        negotiating strength of the parties, prior stockholders may retain substantially
        less than 20% of the total issued and outstanding shares. This could result
        in
        substantial additional dilution to the equity of those who were our stockholders
        prior to such reorganization.
  Our
        present stockholders may not have control of a majority of our voting shares
        following a reorganization transaction or as part of such a transaction,
        all or
        a majority of our directors may resign and new directors may be appointed
        without any vote by stockholders.
 
 In
        the
        case of an acquisition, the transaction may be accomplished upon the sole
        determination of our management without any vote or approval by stockholders.
        In
        the case of a statutory merger or consolidation directly involving the Company,
        it will likely be necessary to call a stockholders' meeting and obtain the
        approval of the holders of a majority of the outstanding shares. The necessity
        to obtain such stockholder approval may result in delay and additional expense
        in the consummation of any proposed transaction and will also give rise to
        certain appraisal rights to dissenting stockholders. Most likely, management
        will seek to structure any such transaction so as not to require stockholder
        approval.
 
 It
        is
        anticipated that the investigation of specific business opportunities and
        the
        negotiation, drafting and execution of relevant agreements, disclosure documents
        and other instruments will require substantial management time and attention
        and
        substantial cost for accountants, attorneys and others. If a decision is
        made
        not to participate in a specific business opportunity, the costs theretofore
        incurred in the related investigation would not be recoverable. Furthermore,
        even if an agreement is reached for the participation in a specific business
        opportunity, the failure to consummate that transaction may result in our
        loss
        of the related costs incurred.
 
 We
        presently have no employees apart from our sole officers and Directors, Mr.
        Daniel Dror II and Mr. Daniel Mushin who are engaged in outside business
        activities and as a result, they anticipate the amount of time they will
        be able
        to devote to our business will be very limited until the acquisition of a
        successful business opportunity has been consummated. We expect no significant
        changes in the number of our employees other than such changes, if any, incident
        to a business combination.
 
 Intellectual
        Property
 
 We
        do not
        own or hold the rights to any intellectual property.
  -6-
 Research
        and
        Development
 
 We
        did
        not spend any funds on research and development during fiscal 2004, 2005,
        or
        2006 to date. We do not anticipate spending any amounts on research and
        development until such time as we affect a business combination, if at
        all.
 
 ITEM
        2. DESCRIPTION
        OF PROPERTY
 
 Our
        Chief
        Executive Officer, Daniel Mushin, provides us approximately 200 square feet
        of
        office space at 6222 Richmond Ave, Suite 360, Houston, Texas 77057, free
        of
        charge.  We do not have an agreement in place with Mr. Mushin for the
        rental of the office space, and neither party has any present plans to
        discontinue such arrangement.
 
 ITEM
        3. LEGAL
        PROCEEDINGS.
 
 The
        Company is not aware of any pending legal proceeding to which it is a party
        which is material to its business operations.
 
 ITEM
        4. SUBMISSION
        OF MATTERS TO A VOTE OF SECURITY HOLDERS.
 
 None.
 -7-
 PART
        II
 
 ITEM
        5. MARKET
        FOR
        COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
 
 No
        established public trading market exists for our common stock. In the future,
        we
        hope to find a market maker who will be willing to take the required steps
        to
        have our securities quoted on the Over-The-Counter Bulletin Board. We have
        a
        total of 50,000,000 shares of stock authorized, of which 14,884,621 are shares
        of common stock, $0.001 par value per share.  There were 14,884,621
        shares of common stock issued and outstanding which shares were held by
        approximately 600 shareholders of record and no shares of preferred stock
        issued
        and outstanding. We have no outstanding shares of preferred stock as of the
        filing of this report.
 
 Common
        Stock
 
 Holders
        of shares of common stock are entitled to one vote per share on each matter
        submitted to a vote of shareholders. In the event of liquidation, holders
        of
        common stock are entitled to share pro rata in the distribution of assets
        remaining after payment of liabilities, if any. Holders of common stock have
        no
        cumulative voting rights, and, accordingly, the holders of a majority of
        the
        outstanding shares have he ability to elect all of the Directors. Holders
        of
        common stock have no preemptive or other rights to subscribe for shares.
        Holders
        of common stock are entitled to such dividends as may be declared by the
        Board
        of Directors out of funds legally available therefore. The outstanding shares
        of
        common stock are validly issued, fully paid and non-assessable.
 
 Dividend
        Policy
 
 The
        Company has never paid a cash dividend on its Common Stock and does not
        anticipate the payment of a cash dividend in the foreseeable future. The
        Company
        intends to reinvest in its business operations any funds that could be used
        to
        pay a cash dividend.
 
 Sales
        of Equity
        Securities:
  On
        July 29, 2003, Atlantis acquired all of the issued and outstanding shares
        of common stock of Bederra Incorporated, a Texas corporation ("Bederra"),
        in
        exchange for the issuance of 3,000,000 shares of common stock, par value
        $.01
        per share, to the holders of Bederra's common stock.  Bederra provided
        equipment leasing and financing to a diverse number of small and large companies
        throughout the U.S.  We claim an exemption from registration afforded
        by Section 4(2) of the Securities Act of 1933, as amended for the above
        issuance, since the foregoing did not involve a public offering, the recipient
        took the securities for investment and not resale and we took appropriate
        measures to restrict transfer.
  In
        November 2004, Atlantis issued 25,000,000 restricted shares of common stock
        to
        American International Industries, Inc., in connection with an acquisition
        agreement, which acquisition agreement and shares were later cancelled by
        the
        parties.  We claim an exemption from registration afforded by Section
        4(2) of the Securities Act of 1933, as amended for the above issuance, since
        the
        foregoing did not involve a public offering, the recipient took the securities
        for investment and not resale and we took appropriate measures to restrict
        transfer.
  In
        December 2004, Atlantis’ then Chief Executive Officer, S.E. Altman entered into
        a letter agreement with Daniel Dror II Trust of 1998, a trust beneficially
        owned
        by Daniel Dror II, our current Chief Executive Officer and Director (the
“Dror
        Trust” and the “Purchase Agreement”).  Pursuant to the Purchase
        Agreement, the Dror Trust had the right to purchase 6,820,000 shares of common
        stock of Atlantis held by Mr. Altman and various other affiliates of the
        Company
        for aggregate consideration of $150,000.  The $150,000 was eventually
        paid to Mr. Altman by Daniel Mushin, our current President and Director,
        on
        behalf of the Dror Trust, and the Dror Trust received the 6,820,000 shares
        of
        common stock.  The Purchase Agreement closed on February 28,
        2005.   We claim an exemption from registration afforded by
        Section 4(2) of the Securities Act of 1933, as amended for the above transfer,
        since the foregoing did not involve a public
        offering, the recipient took the securities for investment and not resale
        and we
        took appropriate measures to restrict transfer.
  -8-
  Additionally,
        the parties had agreed that Mr. Mushin would receive 7,500,000 shares of
        common
        stock in connection with services rendered in connection with the Purchase
        Agreement, which shares were issued to Mr. Mushin subsequent to the date
        of the
        Purchase Agreement.  The Purchase Agreement closed on February 28,
        2005.  We claim an exemption from registration afforded by Section
        4(2) of the Securities Act of 1933, as amended for the above issuance, since
        the
        foregoing did not involve a public offering, the recipient took the securities
        for investment and not resale and we took appropriate measures to restrict
        transfer.
   In
        connection with the Purchase Agreement, Mr. Altman and certain of his family
        members cancelled an aggregate of approximately 726,164 shares of Atlantis
        common stock which they held.
  ITEM
        6. MANAGEMENT'S
        DISCUSSION AND ANALYSIS
 
 The
        following discussion should be read in conjunction with our financial
        statements.
 
 This
        Report on Form 10-KSB contains forward looking statements relating to our
        future
        economic performance, plans and objectives of management for future operations,
        projections of revenue mix and other financial items that are based on the
        beliefs of, as well as assumptions made by and information currently known
        to,
        our management. The words "expects, intends, believes, anticipates, may,
        could,
        should" and similar expressions and variations thereof are intended to identify
        forward-looking statements. The cautionary statements set forth in this section
        are intended to emphasize that actual results may differ materially from
        those
        contained in any forward looking statement.
 
 PLAN
        OF OPERATIONS
 
 Our
        current business objective for the next twelve (12) months is to investigate
        and, if such investigation warrants, acquire a target company or business
        seeking the perceived advantages of being a publicly held corporation and/or
        raise additional funding and acquire material assets, of which there can
        be no
        assurance. Our principal business objective for the next twelve (12) months
        and
        beyond will be to achieve long-term growth potential through a combination
        or
        acquisition with a business rather than immediate, short-term earnings. We
        will
        not restrict our potential acquisition or combination candidate to any specific
        business, industry or geographical location and, thus, may acquire any type
        of
        business; however, we will initial focus our attention to potential oil and
        gas
        acquisitions, funding permitting, of which there can be no
        assurance.
 We
        do not
        currently engage in any business activities that provide us with positive
        cash
        flows. As such, we anticipate that the costs of investigating and analyzing
        business combinations and/or acquisitions for the next approximately twelve
        (12)
        months and beyond will be paid with shareholder advances and loans from our
        current shareholders and officers and Directors, if needed, although no such
        shareholders, officers or Directors have committed to provide us any amounts
        of
        funding to date.
 
 During
        the next twelve months we anticipate incurring costs related to:
 
 (i)
              filing
                  of Exchange Act reports, and(ii)
              costs
                  relating to consummating an
                  acquisition.
 
 We
        believe we will be able to meet these costs with shareholder advances and
        loans,
        and/or officer or Director advances or loans, as described above.
 
 We
        may
        consider a business which has recently commenced operations, is a developing
        company in need of additional funds for expansion into new products or markets,
        is seeking to develop a new product or service, or is an established business
        which may be experiencing financial or operating difficulties and is
        in need
        of
        additional capital. In the alternative, a business combination may involve
        the
        acquisition of, or merger with, a company which does not need substantial
        additional capital, but which desires to establish a public trading market
        for
        its shares, while avoiding, among other things, the time delays, significant
        expense, and loss of voting control which may occur in a public
        offering.  The potential acquisition of material assets will require
        us to raise substantial additional capital, which funding may not be available
        on favorable terms, if at all.
 
 -9-
 Our
        officers and Directors, Mr. Daniel Dror II and Mr. Daniel Mushin have not
        had
        preliminary contact and discussions with representatives of other entities
        regarding a business combination with us and have not entered into any
        definitive agreements or understandings to date. Any target business that
        is
        selected may be a financially unstable company or an entity in its early
        stages
        of development or growth, including entities without established records
        of
        sales or earnings. In that event, we will be subject to numerous risks inherent
        in the business and operations of financially unstable and early stage or
        potential emerging growth companies. In addition, we may effect a business
        combination with an entity in an industry characterized by a high level of
        risk,
        and, although our management will endeavor to evaluate the risks inherent
        in a
        particular target business, there can be no assurance that we will properly
        ascertain or assess all significant risks.
 
 Our
        management anticipates that it will likely be able to effect only one business
        combination, due primarily to our limited financing, and the dilution of
        interest for present and prospective stockholders, which is likely to occur
        as a
        result of our management's plan to offer a controlling interest to a target
        business in order to achieve a tax free reorganization. This lack of
        diversification should be considered a substantial risk in investing in us,
        because it will not permit us to offset potential losses from one venture
        against gains from another. We
        anticipate that the selection of a business combination will be complex and
        extremely risky. Because of general economic conditions, rapid technological
        advances being made in some industries and shortages of available capital,
        our
        management believes that there are numerous firms seeking even the limited
        additional capital which we will have and/or the perceived benefits of becoming
        a publicly traded corporation. Such perceived benefits of becoming a publicly
        traded corporation include, among other things, facilitating or improving
        the
        terms on which additional equity financing may be obtained, providing liquidity
        for the principals of and investors in a business, creating a means for
        providing incentive stock options or similar benefits to key employees, and
        offering greater flexibility in structuring acquisitions, joint ventures
        and the
        like through the issuance of stock. Potentially available business combinations
        may occur in many different industries and at various stages of development,
        all
        of which will make the task of comparative investigation and analysis of
        such
        business opportunities extremely difficult and complex.
 
 YEAR
        ENDED DECEMBER 31, 2006, COMPARED TO THE YEAR ENDED DECEMBER 31,
        2005
 
 We
        had no
        revenues for the year ended December 31, 2006 or 2005, and have not generated
        any revenues since approximately January 2003.
 
 We
        had no
        operations for the years ended December 31, 2006 or 2005, and as a result had no
        expenses and no net loss for those years.
 
 LIQUIDITY
        AND CAPITAL RESOURCES
 
 We
        had no
        assets or liabilities as of December 31, 2006, as we are a shell company
        with no
        operations.
 
 We
        currently plan to investigate and, if such investigation warrants, acquire
        a
        target company or business seeking the perceived advantages of being a publicly
        held corporation. Our principal business objective for the next 12 months
        and
        beyond will be to achieve long-term growth potential through a combination
        with
        a business rather than immediate, short-term earnings. We will not restrict
        our
        potential candidate target companies to any specific business, industry or
        geographical location and, thus, may acquire any type of business.
 -10-
 We
        do not
        currently have any commitments from our officers and Directors or
        shareholders.  We are currently funded by our officers and Directors,
        but there are no agreements in place for them to continue to provide funding
        and
        there is no assurance that funding will be provided.
 
 Critical
        Accounting Policies
 
 Our
        discussion and analysis of our financial condition and results of operations
        is
        based upon our audited financial statements, which have been prepared in
        accordance with accounting principals generally accepted in the United States.
        The preparation of these financial statements requires us to make estimates
        and
        judgments that affect the reported amounts of assets, liabilities, revenues
        and
        expenses, and related disclosure of any contingent assets and liabilities.
        On an
        on-going basis, we evaluate our estimates, including those related to
        uncollectible receivable, investment values, income taxes, the recapitalization
        and contingencies. We base our estimates on various assumptions that we believe
        to be reasonable under the circumstances, the results of which form the basis
        for making judgments about carrying values of assets and liabilities that
        are
        not readily apparent from other sources. Actual results may differ from these
        estimates under different assumptions or conditions.
 -11-
 RISK
        FACTORS
 
 Our
        business is subject to numerous risk factors, including the
        following:
 
 WE
        HAVE A LIMITED OPERATING HISTORY AND NO ASSETS; WE ALSO HAVE NO COMMITMENTS
        FROM
        ANY OFFICERS, DIRECTORS OR SHAREHOLDERS TO PROVIDE US WITH ADDITIONAL FUNDING,
        AND HAVE ONLY NOMINAL CASH ON HAND. WE HAVE HAD NO OPERATIONS AND GENERATED
        NO
        REVENUES FOR APPROXIMATELY THE LAST THREE YEARS.
 
 We
        have a
        limited operating history, and have had no operations nor any revenues or
        earnings from operations for approximately the last three years.  We
        have only a nominal amount of cash on hand.  We have no significant
        assets or financial resources. We will, in all likelihood, sustain operating
        expenses without corresponding revenues, at least until the consummation
        of a
        business combination, due to funds loaned to us by our officers and Directors,
        of which there can be no assurance, as no officer, Director or shareholder
        has
        agreed to provide us such funding in the future. This may result in us incurring
        a net operating loss which will increase continuously until we can consummate
        a
        business combination with a target company. There is no assurance that we
        can
        identify such a target company and consummate such a business
        combination.  In the event that we are unable to raise sufficient
        funds to continue our operations until we can consummate a business combination,
        our securities will become worthless.
 
 THERE
        MAY BE CONFLICTS OF INTEREST BETWEEN OUR MANAGEMENT AND OUR NON-MANAGEMENT
        STOCKHOLDERS.
 
 Conflicts
        of interest create the risk that management may have an incentive to act
        adversely to the interests of other investors. A conflict of interest may
        arise
        between our management's personal pecuniary interest and its fiduciary duty
        to
        our stockholders. Further, our management's own pecuniary interest may at
        some
        point compromise its fiduciary duty to our stockholders.
 
 THE
        NATURE OF OUR PROPOSED OPERATIONS IS HIGHLY SPECULATIVE.
 
 The
        success of our proposed plan of operation will depend to a great extent on
        the
        operations, financial condition and management of the identified target company.
        While management will prefer business combinations with entities having
        established operating histories, there can be no assurance that we will be
        successful in locating candidates meeting such criteria. In the event we
        complete a business combination, of which there can be no assurance, the
        success
        of our operations will be dependent upon management of the target company
        and
        numerous other factors beyond our control.
 
 THE
        COMPANY’S SPIN-OFF OF BEDERRA MAY NOT HAVE BEEN PROPERLY AFFECTED AND/OR MAY NOT
        HAVE HAD AN AVAILABLE EXEMPTION FROM REGISTRATION FOR SUCH
        SPIN-OFF.
  In
        January 2005, Atlantis’ Board of Directors agreed that it was in the best
        interests of the Company to divest its interest in Bederra, and the Company
        agreed to spin-off Bederra as a stand alone company, by giving each shareholder
        of the Company as of December 31, 2004, one share of Bederra for each share
        of
        the Company which they owned, effective as of January 1, 2005.  Since
        January 2005, the Company has had no operations or assets.  The
        Company’s current management had no control over the spin-off, and cannot verify
        whether the record date for the spin-off was properly set, that DTC and FINRA
        was properly notified and/or that the shares of Bederra were properly
        distributed pro-rata to every shareholder of the
        Company.  Additionally, the Company’s current management is not aware
        of the exemption from registration which was relied upon by the Company’s prior
        management for the spin-off transaction, as the spun-off shares were not
        registered with the Commission.  If the spin-off of Bederra was not
        properly affected, if a valid exemption from registration was not present
        and/or
        if any shareholders of the Company did not receive shares of Bederra in
        connection with the spin-off, we could face lawsuits or comments from the
        Commission, which could force us to expend a substantial amount of time and
        resources in defending or correcting.  Additionally, as we no longer
        have any control over Bederra, we may be unable to cure any defects
        in the spin-off, and could be forced to pay judgments to our shareholders
        or
        penalties to the Commission in connection with any deficiencies in the spin-off
        process.  In the event that there were deficiencies in the spin-off of
        Bederra, we could be forced to abandon our business plan, the result of which
        would be that our common stock could become worthless.
   -12-
 
  OUR
        TOTAL AMOUNT OF ISSUED AND OUTSTANDING SHARE AMOUNTS MAY BE INCORRECT, AND
        WE
        MAY HAVE OUTSTANDING SHARES WHICH ARE UNACCOUNTED FOR.  WE ALSO HAVE
        POTENTIAL CONFLICTS OF INTEREST WITH OUR TRANSFER AGENT, WHICH IS CONTROLLED
        BY
        OUR FORMER CHIEF EXECUTIVE OFFICER AND DIRECTOR.
  We
        have
        recently become aware that our transfer agent has historically been slow
        to
        reflect Company stock transactions, cancellations and issuances in our stock
        ledger.  We are also aware of a substantial number of shares which
        have been cancelled by the Company in the past, which shares may have been
        unilaterally cancelled, without proper consent of the shareholders holding
        those
        shares, and/or without proper corporate approval, the result of which may
        be
        that there are outstanding certificates evidencing shares of common stock
        which
        have previously been cancelled in the Company’s stock ledger, and which do not
        appear in the number of outstanding shares disclosed throughout this report,
        but
        which the Company may be forced to honor in the future. Additionally, our
        transfer agent is controlled by our former Chief Executive Officer and Director,
        S.E. Altman, who may have conflicts of interest with us in the future regarding
        potential deficiencies in the spin-off of Bederra (as described above) and/or
        potential conflicts of interest with our current officers and Directors in
        connection with the Purchase Agreement.  As a result of the fact that
        our transfer agent has been slow to affect stock transactions in the Company’s
        stock ledger and because of mix-ups in our previous shareholdings and share
        issuances, and because of potential conflicts of interest which exist between
        our transfer agent and the Company, we may have a larger number of shares
        outstanding than we currently show on our shareholders list. This difference,
        if
        present, may force us to revise our filings and/or may mean that the ownership
        percentage of certain shares of common stock disclosed throughout this report
        is
        incorrect.  If we are required to issue additional shares of common
        stock in the future relating to previous agreements which our current management
        was and/or is not aware, it could cause substantial dilution to our existing
        shareholders and/or we could face potential liability in connection with
        our
        failure to issue such.
   WE
        ARE CURRENTLY DEFICIENT IN OUR FILINGS WITH THE COMMISSION AND WE MAY BE
        FORCED
        TO FILE OUR DEFICIENT SECURITIES AND EXCHANGE REPORTS IN THE FUTURE, WHICH
        COULD
        COST US SUBSTANTIAL TIME AND MONEY OR COULD CAUSE OUR SECURITIES TO BECOME
        WORTHLESS.
   We
        filed
        a Form 10-SB in October 2003, which automatically became effective with the
        Commission.  As a result, we have been subject to the reporting
        requirements of the Securities Act of 1934, as amended (the “1934 Act”) since
        that date.  Consequently, we are deficient in our Form 10-KSB filings
        for the years ended December 31, 2003, 2004, 2005, and 2006 and will likely
        be
        deficient in our Form 10-KSB filing for the year ended December 31,
        2007.  Additionally, we are deficient in our Form 10-QSB filings for
        the quarters ended March 31, June 30 and September 30, 2004, 2005, 2006 and
        2007.  Additionally, we received numerous comments on our original
        Form 10-SB filing from the Commission, which comments have never been addressed,
        including comments regarding the inadequacy of disclosures and financial
        statements contained therein, the result of which is that we caution investors
        not to rely on any disclosures therein. Also, the Company has failed to file
        Form 8-K’s related to material corporate events, including material agreements,
        issuances of securities and changes in officers and Directors of the Company
        since the date it became subject to the 1934 Act.  Finally, our
        officers and Directors have been required to make Form 3 and Schedule 13d
        filings with the Commission regarding their beneficial ownership of our common
        stock since the date we became subject to the 1934 Act, which filings have
        not
        been made.  As a result of the 1934 Act deficiencies set forth above,
        and the fact that the Company does not currently have any cash on hand, it
        is
        likely that if the Commission requires the Company to prepare and file all
        of
        its deficient filings
        and to correct and re-file its originally deficient Form 10-SB filing, that
        the
        Company will be forced to abandon its business plan, the result of which
        will be
        that the Company will never become current in its filings and any investment
        in
        the Company will become worthless.
  -13-
 INVESTORS
        WHO PURCHASE RESTRICTED SHARES IN THE COMPANY WILL NOT BE ABLE TO FREELY
        RESELL
        THOSE SHARES UNLESS CERTAIN FILING REQUIREMENTS ARE MET BY US, IF
        EVER.
 
 Shareholders
        who hold restricted shares in “shell companies,” (and/or “blank check
        companies”) similar to the Company, are prohibited from relying on Rule 144
        under the Securities Act of 1933, as amended (the “Act”), to sell their shares,
        until and unless the Company has ceased to be a shell company; the Company
        is
        subject to the reporting requirements of Section 13 or 15(d) of the Exchange
        Act
        of 1934, as amended (the “Exchange Act”); the Company has filed all reports and
        material required to be filed under Section 13 or 15(d) of the Exchange Act,
        as
        applicable, during the preceding 12 months (or for such shorter period that
        the
        Company was required to file such reports and materials), other than Form
        8-K;
        and at least one (1) year has elapsed from the time that the Company has
        filed
        current Form 10 type information with the Commission reflecting its status
        as an
        entity that is not a shell company.  As the Company is still a “shell
        company,” the Company will be required to enter into a business combination or
        acquisition with another entity, pursuant to which it ceases to be a “shell
        company,” and will then need to file Form 10 type information with the
        Commission, including information in connection with the Company’s then current
        business operations, material agreements, and audited financial information
        in
        connection with the business or operations acquired.  The Company will
        then be required to file all of its Exchange Act filings for a period of
        not
        less than one year from the date such Form 10 information is filed in order
        for
        any shareholders of restricted shares of common stock to be eligible to sell
        such shares pursuant to Rule 144 under the Act.  As a result,
        investors in the Company may not ever be eligible to re-sell their shares
        pursuant to Rule 144 if we are unable to affect a business combination, and
        even
        assuming we affect a business combination, in the event we do not make the
        required filings with the Commission and/or that we fail to meet our ongoing
        Exchange Act filing requirements thereafter.
 
 THE
        ACQUISITION OF MATERIAL ASSETS WILL REQUIRE SUBSTANTIAL ADDITIONAL
        CAPITAL.
 
 In
        addition to seeking out a merger or acquisition candidate, our current
        management plans to seek out potential assets for the Company to purchase,
        which
        search will initially be focused on the acquisition of oil and gas
        assets.  The consideration for any acquisition may include shares of
        our common stock and will likely include substantial additional capital which
        we
        will need to raise.  We may be unable to raise such capital and/or may
        be forced to raise such capital on unfavorable terms.  Our failure to
        raise any required additional capital to complete an acquisition will prevent
        us
        from consummating any future planned acquisitions.
 
 THE
        COMPETITION FOR BUSINESS OPPORTUNITIES AND COMBINATIONS IS GREAT.
 
 We
        are
        and will continue to be an insignificant participant in the business of seeking
        mergers with and acquisitions of business entities and assets. A large number
        of
        established and well-financed entities, including venture capital firms,
        are
        active in mergers and acquisitions of companies which may be merger or
        acquisition target candidates for us. Nearly all such entities have
        significantly greater financial resources, technical expertise and managerial
        capabilities than us and, consequently, we will be at a competitive disadvantage
        in identifying possible business opportunities and successfully completing
        a
        business combination. Moreover, we will also compete with numerous other
        small
        public companies in seeking merger or acquisition candidates.
 
 IT
        WILL BE IMPRACTICABLE FOR US TO CONDUCT AN EXHAUSTIVE INVESTIGATION PRIOR
        TO ANY
        BUSINESS COMBINATION, WHICH MAY LEAD TO A FAILURE TO MEET OUR FIDUCIARY
        OBLIGATIONS TO OUR SHAREHOLDERS.
  Our
        limited funds and the fact that we only have two officers and Directors will
        likely make it impracticable to conduct a complete and exhaustive investigation
        and analysis of a target company. The decision to enter into a business
        combination, therefore, will likely be made without detailed feasibility
        studies, independent analysis, market surveys or similar information which,
        if
        we had more funds available to us, would be desirable. We will be particularly
        dependent in making decisions upon information provided by the principals
        and
        advisors associated with the business entity seeking our participation.
        Management may not be able to meet its fiduciary obligation to us and our
        stockholders due to the impracticability of completing thorough due diligence
        of
        a target company. By our failure to complete a thorough due diligence and
        exhaustive investigation of a target company, we are more susceptible to
        derivative litigation or other stockholder suits. In addition, this failure
        to
        meet our fiduciary obligations increases the likelihood of plaintiff success
        in
        such litigation.
 
 -14-
 WE
        HAVE NO CURRENT AGREEMENTS IN PLACE FOR A BUSINESS COMBINATION OR OTHER
        TRANSACTION, AND WE CURRENTLY HAVE NO STANDARDS FOR POTENTIAL BUSINESS
        COMBINATIONS, AND AS A RESULT, OUR MANAGEMENT HAS SOLE DISCRETION REGARDING
        ANY
        POTENTIAL BUSINESS COMBINATION.
 
 We
        have
        no current arrangement, agreement or understanding with respect to engaging
        in a
        business combination with a specific entity. There can be no assurance that
        we
        will be successful in identifying and evaluating suitable business opportunities
        or in concluding a business combination. Mr. Daniel Mushin and Mr. Daniel
        Dror
        II, our sole officers and Directors and controlling shareholders, have complete
        control and discretion with regard to our business and affairs. Mr. Mushin
        and
        Mr. Dror have complete discretion over whether or not we will enter into
        a
        business combination. Management has not identified any particular industry
        or
        specific business within an industry for evaluation by us. There is no assurance
        that we will be able to negotiate a business combination on terms favorable
        to
        us. We have not established a specific length of operating history or a
        specified level of earnings, assets, net worth or other criteria which we
        will
        require a target company to have achieved, or without which we would not
        consider a business combination with such business entity. Accordingly, we
        may
        enter into a business combination with a business entity having no significant
        operating history, losses, limited or no potential for immediate earnings,
        limited assets, negative net worth or other negative
        characteristics.
 
 ANY
        FUTURE BUSINESS COMBINATION IS HIGHLY DEPENDENT ON THE ACTIONS OF OUR OFFICERS
        AND DIRECTORS, WHO MAY ONLY HAVE A LIMITED AMOUNT OF TIME AVAILABLE TO
        CONCENTRATE ON US.
 
 While
        seeking a business combination, management anticipates devoting only a limited
        amount of time per month to our business. Our officers have not entered into
        written employment agreements with us and are not expected to do so in the
        foreseeable future. We have not obtained key man life insurance on our officers
        or Directors. Notwithstanding the combined limited experience and time
        commitment of management, the loss of the services of Mr. Dror or Mr. Mushin
        would adversely affect development of our business and likelihood of continuing
        operations.
  OUR
        AUDITOR HAS RAISED DOUBT AS TO WHETHER WE CAN CONTINUE AS A GOING
        CONCERN.
 
 We
        have
        generated nominal revenues since inception; and have not generated any revenues
        since approximately January 2005, nor have we had any operations since
        approximately January 2005. We had a total accumulated deficit of $ 218,729_
        as
        of December 31, 2006 and no working capital deficit of as of December 31,
        2006.
        These factors among others indicate that we may be unable to continue as
        a going
        concern, particularly in the event that we cannot obtain additional financing
        and/or attain profitable operations. The accompanying financial statements
        do
        not include any adjustments that might result from the outcome of this
        uncertainty and if we cannot continue as a going concern, your investment
        in us
        could become devalued or even worthless.
 
 -15-
 REPORTING
        REQUIREMENTS MAY DELAY OR PRECLUDE AN ACQUISITION.
  The
        Securities Exchange Act of 1934 (the "Exchange Act") requires reporting
        companies subject thereto, such as us, to provide certain information on
        Form
        8-K about significant acquisitions including audited financial statements
        for
        the company acquired and a detailed description of the business operations
        and
        risks associated with such company's operations. The time and additional
        costs
        that may be incurred by some target companies to prepare such financial
        statements and descriptive information may significantly delay or essentially
        preclude consummation of an otherwise desirable acquisition by us. Additionally,
        acquisition prospects that do not have or are unable to obtain the required
        audited statements may not be appropriate for acquisition so long as the
        reporting requirements of the Exchange Act are applicable.
 
 Furthermore,
        we are currently deficient in our Exchange Act filings and have not filed
        any
        current or periodic reports since our Form 10-SB filing in October
        2003.  It is likely that we will be required to update and file our
        deficient quarterly and annual reports with the Commission prior to any
        potential acquisition, which will require substantial additional
        funds.
 
 WE
        HAVE NOT CONDUCTED ANY MARKET RESEARCH REGARDING ANY POTENTIAL BUSINESS
        COMBINATIONS.
 
 We
        have
        neither conducted, nor have others made available to it, market research
        indicating that demand exists for the transactions contemplated by us. Even
        in
        the event demand exists for a transaction of the type contemplated by us,
        there
        is no assurance we will be successful in completing any such business
        combination.
 
 WE
        DO NOT PLAN TO DIVERSIFY OUR OPERATIONS IN THE EVENT OF A BUSINESS
        COMBINATION.
 
 Our
        proposed operations, even if successful, will in all likelihood result in
        our
        engaging in a business combination with only one target company. Consequently,
        our activities will be limited to those engaged in by the business entity
        which
        we will merge with or acquire. Our inability to diversify our activities
        into a
        number of areas may subject us to economic fluctuations within a particular
        business or industry and therefore increase the risks associated with our
        operations.
  A
        BUSINESS COMBINATION MAY RESULT IN A CHANGE IN CONTROL IN OUR
        MANAGEMENT.
 
 A
        business combination involving the issuance of our common stock may result
        in
        shareholders of a target company obtaining a controlling interest in the
        Company. Any such business combination may require our shareholder to sell
        or
        transfer all or a portion of their common stock. The resulting change in
        control
        of the Company, if such change in control occurs, will likely result in removal
        of our current officers and Directors and a corresponding reduction in or
        elimination of their participation in the future affairs of the
        Company.
 
 REDUCTION
        OF PERCENTAGE SHARE OWNERSHIP FOLLOWING BUSINESS COMBINATION.
 
 Our
        primary plan of operation is based upon a business combination with a business
        entity which, in all likelihood, will result in our issuing securities to
        shareholders of such business entity. The issuance of previously authorized
        and
        unissued common stock would result in a reduction in percentage of shares
        owned
        by our present shareholders and could therefore result in a change in control
        of
        our management.
 
 -16-
 FEDERAL
        AND STATE TAXATION RULES COULD ADVERSELY EFFECT ANY BUSINESS COMBINATION
        WE MAY
        UNDERTAKE.
 
 Federal
        and state tax consequences will, in all likelihood, be major considerations
        in
        any business combination we may undertake. Currently, such transactions may
        be
        structured so as to result in tax-free treatment to both companies, pursuant
        to
        various federal and state tax provisions. We intend to structure any business
        combination so as to minimize the federal and state tax consequences to both
        us
        and the target company; however, there can be no assurance that such business
        combination will meet the statutory requirements of a tax-free reorganization
        or
        that the parties will obtain the intended tax-free treatment upon a transfer
        of
        stock or assets. A non-qualifying reorganization could result in the imposition
        of both federal and state taxes which may have an adverse effect on both
        parties
        to the transaction.
 
 WE
        MAY BE FORCED TO RELY ON UNAUDITED FINANCIAL STATEMENTS IN CONNECTION WITH
        ANY
        BUSINESS COMBINATION.
 
 We
        will
        require audited financial statements from any business entity we propose
        to
        acquire. No assurance can be given; however, that audited financials will
        be
        available to us prior to a business combination. In cases where audited
        financials are unavailable, we will have to rely upon unaudited information
        that
        has not been verified by outside auditors in making our decision to engage
        in a
        transaction with the business entity. The lack of the type of independent
        verification which audited financial statements would provide increases the
        risk
        that we, in evaluating a transaction with such a target company, will not
        have
        the benefit of full and accurate information about the financial condition
        and
        operating history of the target company. This risk increases the prospect
        that a
        business combination with such a business entity might prove to be an
        unfavorable one for us.
 
 OUR
        BUSINESS WILL HAVE NO REVENUES UNLESS AND UNTIL WE MERGE WITH OR ACQUIRE
        AN
        OPERATING BUSINESS OR ASSETS.
 
 We
        have
        had no revenues from operations for approximately the past three years. We
        have
        had no operations for approximately the past three years. We may not realize
        any
        revenues unless and until we successfully merge with or acquire an operating
        business or material assets, of which there can be no assurance.
 
 THE
        COMPANY MAY ISSUE MORE SHARES IN CONNECTION WITH A MERGER OR ACQUISITION,
        WHICH
        WOULD RESULT IN SUBSTANTIAL DILUTION.
 
 Our
        Certificate of Incorporation authorizes the issuance of a maximum of 50,000,000
        shares of common stock. Any merger or acquisition effected by us may result
        in
        the issuance of additional securities without stockholder approval and may
        result in substantial dilution in the percentage of our common stock held
        by our
        then existing stockholders. Moreover, the common stock issued in any such
        merger
        or acquisition transaction may be valued on an arbitrary or non-arm's-length
        basis by our management, resulting in an additional reduction in the percentage
        of common stock held by our then existing stockholders. Our Board of Directors
        has the power to issue any or all of such authorized but unissued shares
        without
        stockholder approval. To the extent that additional shares of common stock
        or
        preferred stock are issued in connection with a business combination or
        otherwise, dilution to the interests of our stockholders will occur and the
        rights of the holders of common stock might be materially adversely
        affected.
 
 THERE
        IS NO PUBLIC MARKET FOR OUR COMMON STOCK, NOR HAVE WE EVER PAID DIVIDENDS
        ON OUR
        COMMON STOCK.
 
 There
        is
        no public trading market for our common stock, and none is expected to develop
        in the foreseeable future unless and until the Company completes a business
        combination with an operating business and such business files a registration
        statement under the Securities Act. Additionally, we have never paid dividends
        on our common stock and do not presently intend to pay any dividends in the
        foreseeable future. We anticipate that any funds available for payment of
        dividends will be re-invested into the Company to further its business
        strategy.
  -17-
 WE
        CANNOT ASSURE YOU THAT FOLLOWING A BUSINESS COMBINATION WITH AN OPERATING
        BUSINESS WE WILL BE ABLE TO QUOTE OUR COMMON STOCK ON THE OTCBB.
 
 Following
        a business combination, we may seek the listing of our common stock on the
        OTCBB. After completing a business combination, until our common stock is
        listed
        on the OTC Bulletin Board, our common stock may be listed on the "pink sheets,"
        where our stockholders may find it more difficult to dispose of shares or
        obtain
        accurate quotations as to the market value of our common stock. In addition,
        we
        would be subject to an SEC rule that, if it failed to meet the criteria set
        forth in such rule, imposes various practice requirements on broker-dealers
        who
        sell securities governed by the rule to persons other than established customers
        and accredited investors. Consequently, such rule may deter broker-dealers
        from
        recommending or selling our common stock, which may further affect its
        liquidity. This would also make it more difficult for us to raise additional
        capital following a business combination. Additionally, there can be no
        assurances that we will be able to obtain listing on the OTC Bulletin Board
        or
        the "pink sheets," which failure could cause our common stock become
        worthless.
 
 PRINCIPAL
        STOCKHOLDERS MAY ENGAGE IN A TRANSACTION TO CAUSE THE COMPANY TO REPURCHASE
        THEIR SHARES OF COMMON STOCK.
 
 In
        order
        to provide control of the Company to a third party, our principal stockholders
        may choose to cause the Company to sell Company securities to third parties,
        with the proceeds of such sale being utilized for the Company to repurchase
        shares of common stock held by such principal stockholders. As a result of
        such
        transaction, our management, principal stockholders and Board of Directors
        may
        change.
 
 OUR
        OFFICERS AND DIRECTORS HOLD A MAJORITY OF OUR OUTSTANDING SHARES OF COMMON
        STOCK.
 
 Our
        officers and Directors, Daniel Dror II and Daniel Mushin currently own or
        control approximately 95.3% of all the issued and outstanding capital stock
        of
        the Company. Consequently, they control the operations of the Company and,
        acting together, will have the ability to control substantially all matters
        submitted to stockholders for approval, including:
 
 o
              The
                  adoption of measures that could delay or prevent a change in control
                  or
                  impede a merger, takeover or other business
                  combination.o
              Any
                  amendment of the Company's certificate of incorporation or
                  bylaws;o
              The
                  removal of any directors; ando
              The
                  election of the board of directors;
 
 Therefore,
        Mr. Dror and Mr. Mushin will have substantial influence over our management
        and
        affairs and other stockholders of the Company will possess no practical ability
        to remove our current management or effect the operations of the business
        of the
        Company. Accordingly, this concentration of ownership by itself may have
        the
        effect of impeding a merger, consolidation, takeover or other business
        consolidation.
 
 -18-
 ITEM
        7. FINANCIAL
        STATEMENTS.
  TABLE
        OF CONTENTS
  PageReport
                  of Independent Registered Public Accounting Firm
              
              F-1Balance
                  Sheet as of December 31, 2006
              
              F-2Statements
                  of Operations for the Years ended
                December 31,
                  2006 and from inception.
              
              F-3Statements
                  of Changes in Shareholder's Equity for the Years ended
                December 31,
                  2006 and 2005 and from inception.
              
              F-4Statements
                  of Cash Flows for the Years ended
                December 31,
                  2006 and 2005 and from inception.
              
              F-5Notes
                  to the Financial Statements
              
              F-6
  
  -19-
  
   REPORT
        OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
   
  The
        Board of Directors and
        Stockholders
 
 We
        have
        audited the accompanying balance sheet of Atlantis International Corporation,
        a
        development stage company, as of December 31, 2006 and the related statements
        of
        operations, shareholders' deficit and cash flows for the years ended December
        31, 2006 and 2005 and the period January 1, 2005 to December 31,
        2006.  These financial statements are the responsibility of the
        Company’s management.  Our responsibility is to express an opinion on
        these financial statements based on our audit.
 
 We
        conducted our audit in accordance with the standards of the Public Company
        Accounting Oversight Board (United States). Those standards require that
        we plan
        and perform the audit to obtain reasonable assurance about whether the financial
        statements are free of material misstatement.  An audit includes
        examining, on a test basis, evidence supporting the amounts and disclosures
        in
        the financial statements.  An audit also includes assessing the
        accounting principles used and significant estimates made by management,
        as well
        as evaluating the overall financial statement presentation.  We
        believe that our audit and the report of other auditors provide a reasonable
        basis for our opinion.
 
 In
        our
        opinion, based on our audit, such financial statements present fairly, in
        all
        material respects, the financial position of Atlantis International Corporation
        as of December 31, 2006 and the results of its operations and its cash flows
        for
        each of the years ended December 31, 2006 and 2005 and for the period from
        January 1, 2005 to December 31, 2006 in conformity with accounting principles
        generally accepted in the United States of America.
 
 The
        accompanying financial statements have been prepared assuming that the Company
        will continue as a going concern.  As discussed in Note 2 to the
        financial statements, the Company does not have assets or sources of revenue,
        which raises substantial doubt about its ability to continue as a going
        concern.  Management's plans regarding those matters also are
        described in Note 2. The financial statements do not include any adjustments
        that might result from the outcome of this uncertainty.
 
 Thomas
        Leger & Co.,
        L.L.P.
 
 May
        15, 2007
 Houston,
        Texas
  
  F-1
  ATLANTIS
        INTERNATIONAL  CORPORATION
   A
        DEVELOPMENT STAGE COMPANY
 BALANCE
        SHEET
   December
        31,
        2006
  ASSETS
              2006CURRENT
                  ASSETS
              
              $
              -TOTAL
                  ASSETS
              
              $
              -LIABILITIES
                  AND
                  SHAREHOLDERS’ DEFICITCURRENT
                  LIABILITIES
              
              $
              -TOTAL
                  LIABILITIESSHAREHOLDER'S
                  DEFICITCommon
                  stock, 50,000,000 shares authorized at $.001 par value, 14,884,621
                  shares
                  issued and outstanding
              
              
              148,846Paid
                  in Capital
              
              
              69,883Accumulated
                  deficit during the development stage
              
              
              (218,729
              )Total
                  shareholder's deficit
              
              
              -TOTAL
                  LIABILITIES AND SHAREHOLDER'S DEFICIT
              
              $
              -The
                  accompanying notes are an integral part of the financial
                  statements.
   F-2
 
  
   ATLANTIS
        INTERNATIONAL CORPORATION
   A
        DEVELOPMENT STAGE COMPANY
 STATEMENT
        OF OPERATIONS
 FOR
        THE YEARS ENDED DECEMBER
        31,
  2006
              
              
              2005
              
              
              From
                  Inception January 1, 2005 through December 31, 2006REVENUE
              
              $
              -
              
              
              $
              -
              
              
              $
              -Total
                  revenue
              
              
              -
              
              
              
              -
              
              
              
              -EXPENSESStock  Acquisition
              
              
              -
              
              
              
              150,000
              
              
              
              150,000Stock
                  Compensation
              
              
              -
              
              
              
              68,729
              
              
              
              68,729Total
                  expenses
              
              $
              -
              
              
              $
              218,729
              
              
              $
              218,729NET
                  LOSS
              
              $
              -
              
              
              $
              218,729
              
              
              $
              218,729Basic
                  and diluted loss per share
              
              $
              -
              
              
              $
              (.02
              )
              
              $
              (.02
              )Basic
                  weighted average shares outstanding
              
              
              14,884,621
              
              
              
              14,884,621
              
              
              
              14,884,621The
                  accompanying notes are an integral part of the financial
                  statements.
  
  F-3
 
 
  ATLANTIS
        INTERNATIONAL CORPORATION
   A
        DEVELOPMENT STAGE COMPANY
 STATEMENTS
        OF SHAREHOLDER'S DEFICIT
 PERIOD
        FROM DATE OF
        DEVELOPMENT STAGE (JANUARY 1, 2005) TO DECEMBER 31, 2006
   
  Common
              
              
              AccumulatedShares
              
              
              Amount
              
              
              Paid
                in Capital
              
              
              Deficit
              
              
              TotalBalance,
                  December  31, 2004
              
              
              7,416,204
              
              
              $
              74,162
              
              
              $
              (74,162
              )
              
              $
              -
              
              
              $Net
                  loss
              
              
              
              
              
              
              -
              
              
              
              -
              
              
              
              -Balance,
                  December 31, 2005
              
              
              7,416,204
              
              
              
              74,162
              
              
              
              (74,162
              )
              
              
              -
              
              
              
              -Net
                  loss
              
              
              
              
              
              
              -
              
              
              
              
              
              
              
              (218,729
              )
              
              
              (218,729
              )January
                  22, 2006 (Issued)
              
              
              7,500,000
              
              
              
              75,000
              
              
              
              75,000
              
              
              
              
              
              
              
              150,000March
                  22, 2006 (Issued)
              
              
              6,820,000
              
              
              
              68,200
              
              
              
              529
              
              
              
              -
              
              
              
              68,729March
                  22, 2006 (Cancelled)
              
              
              (6,851,583
              )
              
              
              (68,516
              )
              
              
              68,516
              
              
              
              -
              
              
              
              -Balance,
                  December 31, 2006
              
              
              14,884,621
              
              
              $
              148,846
              
              
              $
              69,883
              
              
              $
              (218,729
              )
              
              $
              -
  The
        accompanying notes are an integral part of the financial statements
    F-4
   ATLANTIS
        INTERNATIONAL  CORPORATION
   A
        DEVELOPMENT STAGE COMPANY
 STATEMENTS
        OF CASH FLOWS
 FOR
        THE YEARS ENDED DECEMBER
        31
   
  2006
              
              
              2005
              
              
              From
                  Inception January 1, 2005 through December 31, 2006CASH
                  FLOWS FROM OPERATING ACTIVITIES
              
              $
              -
              
              
              $
              -
              
              
              $
              -Net
                  income
              
              
              -
              
              
              
              -
              
              
              
              -Net
                  cash provided by operating activities
              
              
              -
              
              
              
              -
              
              
              
              -CASH
                  FLOWS FROM INVESTING ACTIVITIESNet
                  cash provided by investing activities
              
              
              -
              
              
              
              -
              
              
              
              -CASH
                  FLOWS FROM FINANCING ACTIVITIESNet
                  cash provided by financing activities
              
              
              -
              
              
              
              -
              
              
              
              -NET
                  INCREASE IN CASH AND CASH EQUIVALENTSCASH,
                  Beginning of
                  year
              
              
              -
              
              
              
              -
              
              
              
              -CASH,
                  End of
                  year
              
              $
              -
              
              
              $
              -
              
              
              $
              -The
                  accompanying notes are an integral part of the financial
                  statements
  
   
   F-5
  
  ATLANTIS
        INTERNATIONAL CORPORATION
  A
        DEVELOPMENT STAGE COMPANY
 NOTES
        TO FINANCIAL STATEMENTS
 
 
 1.  ORGANIZATION
        AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
 Description
        of Business and
        Business Combination
 
 Atlantis
        International Corporation (the “Company”) was incorporated in New Jersey in
        1959.  On January 1, 2005, the Company divested itself of its
        subsidiary Bederra Corporation (“Bederra”). The proforma effects of the
        divestiture do not have an effect on the Company’s financial
        statements.
 
 
 Basis
        of Presentation and
        Consolidation
 
 Due
        to the divestiture of its only operation subsidiary, the Company became a
        development stage company on January 1, 2005.  There currently is no
        financial activity for the Company.  The financial statements have
        been prepared in accordance with accounting principles generally accepted
        in the
        United States of America.
 
 Revenue
        Recognition
 
 The
        Company currently has no revenue.
 
 Cash
        and Cash
        Equivalents
 
 The
        Company considers all short-term securities purchased with an original maturity
        of three months or less to be cash equivalents.
 
 Property
        and
        Equipment
 
 The
        Company currently has no property, plant or equipment.
 
  Income
        Taxes
  
 The
        Company currently has no financial activity and does not have any income
        taxes.
 
  Net
        Loss
        Per Share
   Basic
        loss per share is computed by dividing the net loss by the weighted average
        of
        common shares outstanding. Diluted per share amounts assume the conversion,
        exercise, or issuance of all potential common stock instruments unless the
        effect is anti-dilutive, thereby reducing the loss or increasing the income
        per
        common share.
  2.   GOING
        CONCERN
 
 The
        Company’s financial statements are prepared with generally accepted accounting
        principles applicable to a going concern, which contemplates the realization
        of
        assets and liquidation of liabilities in the normal course of
        business.  However, the company does not have sufficient cash or other
        material assets, nor does
 it
        have
        an established source of revenues sufficient to covert its operating costs
        and
        to allow it to continue as a going concern.  It is the intent of the
        Company to seek a merger with an existing, operating company.
  3  COMMON
          STOCK
   The
          Company has 50,000,000 shares authorized with a par value of $0.001 per
          share,
          and 14, 884,621 shares issued and outstanding.
 
  F-6
   ITEM
        8. CHANGES
        IN
        AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
        DISCLOSURE.
 
 None.
 
 ITEM
        8A.CONTROLS
        AND
        PROCEDURES.
 
 (a)
        Evaluation of disclosure controls and procedures. Our Chief Executive Officer
        and Principal Financial Officer, after evaluating the effectiveness of our
        "disclosure controls and procedures" (as defined in the Securities Exchange
        Act
        of 1934 Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered
        by
        this Annual Report on Form 10-KSB (the "Evaluation Date"), has concluded
        that as
        of the Evaluation Date, our disclosure controls and procedures were not
        effective to provide reasonable assurance that information we are required
        to
        disclose in reports that we file or submit under the Exchange Act is recorded,
        processed, summarized and reported within the time periods specified in the
        Securities and Exchange Commission rules and forms, and that such information
        is
        accumulated and communicated to our management, including our Chief Executive
        Officer and Chief Financial Officer, as appropriate, to allow timely decisions
        regarding required disclosure.  Our controls were not effective because we
        failed to allocate sufficient resources to our accounting function to timely
        file our 2003, 2004, 2005 and 2006 annual and quarterly reports and our 2007
        quarterly reports.
 
 In
        connection with the completion of its audit of, and the issuance of a report
        on
        May 15, 2007, of the Company’s financial statements for the year ended December
        31, 2006 and 2005, Thomas Leger & Co., L.L.P. (“Leger”) identified
        deficiencies in the design or operation of the Company’s internal controls that
        it considers to be material weaknesses in the effectiveness of the Company’s
        internal controls pursuant to standards established by the Public Company
        Accounting Oversight Board.  A “material weakness” is a deficiency, or
        combination of significant deficiencies, that results in more than a remote
        likelihood that a material misstatement of the annual or interim financial
        statements will not be prevented or detected.  Specifically, Leger
        found that:
 
 ·
              The
                  Company has an overall lack of segregation of duties as well as
                  a lack of
                  necessary corporate accounting resources related to the financial
                  reporting process and accounting functions as the Company does
                  not have
                  any full time personnel to distribute the duties among. The Company’s
                  President serves as both Chief Executive Officer and Chief Financial
                  Officer of the Company.  In addition, the Company utilizes the
                  services of a contract accountant on a part time basis in the absence
                  of
                  internal accounting personnel.  Accordingly, certain functional
                  and monitoring controls have not been segregated.
 
 ·
              The
                  Company did not maintain effective controls over the financial
                  reporting
                  process including the preparation of certain financial statement
                  disclosures in accordance with U.S. Generally Accepted Accounting
                  Principles and the accounting for non-routine transactions because
                  it had
                  limited financial reporting personnel. As a result, the financial
                  statements did not have a value placed on stock issued for services,
                  which
                  effected the income statement, and a going concern footnote was
                  included
                  in the footnotes to the financial statements contained herein.
 
 Our
        management has recently rededicated the Company’s resources to filing periodic
        and current reports on time and believes that moving forward, assuming we
        are
        able to bring our filings current with the Commission, that we will be able
        to
        timely file our periodic reports with the Commission, as our current management
        intends to allocate sufficient resources to timely file our periodic and
        current
        reports with the Commission.
 
 (b)
        Changes in internal control over financial reporting. There were no changes
        in
        our internal control over financial reporting during the three months ended
        December 31, 2006 that materially affected, or were reasonably likely to
        materially affect, our internal control over financial reporting.
 
 ITEM
        8B. OTHER
        INFORMATION.
 
 None.
 
 -20-
 PART
        III
 
 ITEM
        9. DIRECTORS,
        EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS, COMPLIANCE WITH SECTION
        16(A)
        OF THE EXCHANGE ACT
 
 DIRECTORS
        AND OFFICERS:
 
 The
        Directors and Officers of the Company as the date of this filing are as
        follows:
  Name
              Age
              PositionDaniel
                  Mushin
              54
              President,
                  Secretary, Treasurer and DirectorDaniel
                  Dror II
              32
              Chief
                  Executive Officer, Chief Financial Officer and
                  Director
 
 Daniel
        Mushin
 
 Mr.
        Mushin has served as our President, Secretary, Treasurer and Director since
        February 2005. Mr. Mushin has served as the President of DM Diamond, a diamond
        wholesaler, since October 1990.
 
 Daniel
        Dror
        II
 
 Mr.
        Dror
        has served as our Chief Executive Officer, Chief Financial Officer and Director
        since February 2005. Mr. Dror has been self employed in business and real
        estate
        since 1995.
 
 Employment
        and Consulting Agreements
 
 There
        are
        currently no employment or consulting agreements between us and Mr. Dror
        or Mr.
        Mushin.
 
 Audit
        Committee
 
 As
        of the
        date of this filing, we have no Audit Committee in place nor any immediate
        plans
        to form one. However, if or when we are required to maintain an Audit Committee
        pursuant to the Sarbanes-Oxley act of 2002, we plan to take steps to comply
        with
        such requirement.
 
 -21-
 ITEM
        10. EXECUTIVE
        COMPENSATION
 
 
 Name&
                  Principal Position
              Year
              Salary
                  ($ )
              Other
                Annual
                Compen-
                sation
              Options
                  SARs
              Restricted
                Stock
                Awards
              Total
                  Compen sation -Daniel
                  Dror II
              2006
              0
              -
              -
              -
              0CEO,
                  CFO and Director
              2005
                  (1)
              0
              -
              -
              -
              0
 Daniel
                  Mushin
              2006
              0
              -
              -
              -
              0President
                  and Director
              2005
                  (2)
              0
              -
              -
              -
              0S.E.
                  Altman
              2005
                  (3)
              0
              -
              -
              -
              0Former
                  CEO and Director
              2004
              0
              -
              -
              -
              0Graham
                  Williams
              2004(4)
              0
              (5)
              (5)
              (5)
              (5)Former
                  Director
 
 (1)
        Appointed as CEO, CFO and Director on January 21, 2005.
 (2)
        Appointed as President and Director on January 21, 2005.
 (3)
        Resigned as President and CEO in January 2005, and as CFO and Director in
        February 2005.
 (4)
        Resigned in January 2005.
 (5)
        No
        consideration known to the Company’s current management.
  Salaries
        above do not include perquisites and other personal benefits in amounts which
        in
        aggregate total less than $10,000 of the total annual salary and other
        compensation. No Executive Officer received any Bonuses, SARS, or LTIP Payouts
        during the three years ended December 31, 2006.
 
 COMPENSATION
        DISCUSSION AND ANALYSIS
 
 Director
        Compensation
 
 No
        non-executive members of our Board of Directors currently receive any
        compensation for any services performed in their capacity as a Director of
        the
        Company, however, the Board of Directors reserves the right in the future
        to
        award the members of the Board of Directors cash or stock based consideration
        for their services to the Company, which awards, if granted shall be in the
        sole
        determination of the Board of Directors.
 
 Executive
        Compensation
 
 Our
        Board
        of Directors, consisting of Mr. Daniel Dror II and Mr. Daniel Mushin determine
        the compensation given to our executive officers in their sole
        determination.  Currently we do not accrue or pay any salaries or any
        compensation to any of our officers or Directors.
  -22-
 
 ITEM
        11. SECURITY
        OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
        MATTERS
 
 The
        following table sets forth information as of January 7, 2008, with respect
        to
        the beneficial ownership of the Common Stock by (i) each director and officer
        of
        the Company, (ii) all directors and officers as a group and (iii) each person
        known by the Company to own beneficially 5% or more of the Common
        Stock:
 
 Percentage
                  ofCommon
                  Stock
              Total
                  VotingName
                  and Address (1)
              Beneficially
                  Owned
              Shares(2)7,500,000
                
                
                
                
                6,820,000
              50.4%
                  
                  
                  
                  
                  45.8%Daniel
                  MushinDaniel
                  Dror IIAll
                  officers and
                Directors
                  as a Group
                (2
                  Persons)
              14,320,000
              95.7%
 
 (1)
              Mr.
                  Dror and Mr. Mushin’s address is the Company’s address.
 (2)
              Based
                  on 14,884,621 shares of common stock outstanding.
 
 
 ITEM
        12. CERTAIN
        RELATIONSHIPS AND RELATED TRANSACTIONS.
 
 In
        October 2004, Charles S. Cohen resigned as Vice President and Director of
        the
        Company.
 
 In
        January 2005, S.E. Altman resigned as President and Chief Executive
        Officer.
 
 
 In
        October 2004, Graham Williams resigned as Secretary, Treasurer and as a Director
        of the Company.
  In
        December 2004, Atlantis’ then Chief Executive Officer, S.E.
        Altman entered into a letter agreement with Daniel Dror II Trust of 1998,
        a
        trust beneficially owned by Daniel Dror II, our current Chief Executive Officer
        and Director (the “Dror Trust” and the “Purchase
        Agreement”).  Pursuant to the Purchase Agreement, the Dror Trust had
        the right to purchase 6,820,000 shares of common stock of Atlantis held by
        Mr.
        Altman and various other affiliates of the Company for aggregate consideration
        of $150,000.  The $150,000 was eventually paid to Mr. Altman by Daniel
        Mushin, our current President and Director, on behalf of the Dror Trust,
        and the
        Dror Trust received the 6,820,000 shares of common stock.  The
        Purchase Agreement closed on February 28, 2005.
  -23-
  Additionally,
        the parties had agreed that Mr. Mushin would receive 7,500,000 shares of
        common
        stock in connection with services rendered in connection with the Purchase
        Agreement, which shares were issued to Mr. Mushin subsequent to the date
        of the
        Purchase Agreement.  The Purchase Agreement closed on February 28,
        2005.
   In
        January 2005, Atlantis’ Board of Directors agreed that it was in the best
        interests of the Company to divest its interest in Bederra, and the Company
        agreed to spin-off Bederra as a stand alone company, by giving each shareholder
        of the Company as of December 31, 2004, one share of Bederra for each share
        of
        the Company which they owned, effective as of January 1, 2005.  Since
        January 2005, the Company has had no operations or assets.
  In
        February 2005, S.E. Altman resigned as Chief Financial Officer and
        Director.
 
 In
        February 2005, Daniel Mushin was appointed as President, Secretary, Treasurer
        and as a Director of the Company.
 
 In
        February 2005, Daniel Dror II was appointed as Chief Executive Officer, Chief
        Financial Officer and as a Director of the Company.
  -24-
 
 ITEM
        13.
        EXHIBITS.
  3.1(1)
              Articles
                  of Incorporation3.2(1)
              Bylaws10.1(1)
              Stock
                  Exchange Agreement with Bederra, Inc.31*
              Chief
                  Executive Officer and Chief Financial Officer Certification pursuant
                  to
                  Section 302 of the Sarbanes-Oxley Act of 200232*
              Chief
                  Executive Officer and Chief Financial Officer Certification pursuant
                  to
                  Section 906 of the Sarbanes-Oxley Act of 2002
 
 *
        Attached hereto.
 
 (1)
        Filed
        as an exhibit to our Form 10-SB filed with the Commission October 10, 2003,
        and
        incorporated herein by reference.
  ITEM
        14. PRINCIPAL
        ACCOUNTANT FEES AND SERVICES.
 
 The
        aggregate fees billed by our principal independent auditors, for professional
        services rendered in connection with the audit of our annual financial
        statements for the periods ended December 31, 2006 and 2005 was
        $7,500.
  AUDIT
        RELATED FEES
 
 None.
 
 TAX
        FEES
 
 None.
 
 ALL
        OTHER FEES
 
 None.
 
 
 -25-
 SIGNATURES
 
 In
        accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934,
        the
        Registrant caused this report to be signed on its behalf by the undersigned,
        thereunto duly authorized.
 
 ATLANTIS
        INTERNATIONAL CORPORATION
 
 DATED:
        January 28, 2008
 
 By:
        /s/ Daniel Dror
        II
 Daniel
        Dror II
 Chief
        Executive Officer and Principal Accounting Officer
 
 
 In
        accordance with the Securities Exchange Act of 1934, this report has been
        signed
        below by the following persons on behalf of the Registrant and in the capacities
        and on the dates indicated.
 
 NAME
              TITLE
              DATE/s/
                  Daniel
                  Mushin
              President,
                  Treasurer, Secretary and Director
              January
                  28, 2008Daniel
                  Mushin/s/
                  Daniel Dror
                  II
              Chief
                  Executive
              January
                  28, 2008Daniel
                  Dror II
              Officer,
                  Chief Financial Officer and Director
 
 
 
 -26-