**UNITED STATES**


**SECURITIES AND EXCHANGE COMMISSION**


Washington,
      D.C. 20549




**FORM
      10-K**


(Mark
      One)





**x ANNUAL
      REPORT
      PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934**





For
      the
      fiscal year ended December
      31, 2007


or





**o TRANSITION
      REPORT
      PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934**





For
      the
      transition period from _____ to _____





Commission
      File Number 000-16286





**Atlantis
      Technology Group**


(Exact
      name of registrant as specified in its charter)




Nevada
            
            95-4082020(State
                or other jurisdiction of
            
            (IRS
                Employerincorporation
                or organization)
            
            Identification
                No.)





100
      NE
      80th Terrace, Miami, Florida  33138


(Address
      of principal executive offices) (Zip Code)




Registrant’s
      telephone number, including area code 702-988-1227




Securities
      registered pursuant to Section 12(b) of the Act:  None.




Securities
      registered pursuant to Section 12(g) of the Act:  None. ****




Indicate
      by check mark if the registrant is a well-known seasoned issuer, as defined
      in
      Rule 405 of the Securities Act.


Yes  ̈ No þ


Indicate
      by check mark if the registrant is not required to file reports pursuant to
      Section 13 or Section 15(d) of the Act.


Yes  ̈ No þ




Indicate
      by check mark whether the registrant (1) has filed all reports required to
      be
      filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
      the
      preceding 12 months (or for such shorter period that the registrant was required
      to file such reports), and (2) has been subject to such filing requirements
      for
      the past 90 days.     ̈ Yes þ No




Indicate
      by check mark if disclosure of delinquent filers pursuant to Item 405 of
      Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not
      be contained, to the best of registrant’s knowledge, in definitive proxy or
      information statements incorporated by reference in Part III of this Form 10-K
      or any amendment to this Form 10-K.  ̈ Yes þ No









Indicate
      by check mark whether the registrant is a large accelerated filer, an
      accelerated filer, a non-accelerated filer, or a smaller reporting company.
      See
      the definitions of “large accelerated filer,” “accelerated filer” and “smaller
      reporting company” in Rule 12b-2 of the Exchange Act.




Large
                accelerated filer ̈
            Accelerated
                filer ̈Non-accelerated
                filer ̈
            Smaller
                reporting companyþ




Indi cat e
      by
      c he ck
      mark
      whether the registrant is a shell company (as defined in Rule 12b-2 of the
      Act).
      Yes þ No ** ̈**  ̈




Issuer's
      revenues for its most recent fiscal year were $-0-.




As
      of as
      of March 31, 2008, the last business day of the registrant’s most recently
      completed fiscal quarter, the aggregate market value of the voting and
      non-voting common equity held by non-affiliates of the registrant (approximately
      315,165,600 shares of common stock), computed by reference to the price at
      which
      the common equity was last sold on the Over-the-Counter Bulletin Board overseen
      by FINRA, as reported on the website http://otcbb.com (being $.0033 on April
      17,
      2008), is $1,040,046.   For purposes of this computation, all officers,
      directors, and 10% beneficial owners of the registrant are deemed to be
      affiliates. Such determination should not be deemed to be an admission that
      such
      officers, directors, or 10% beneficial owners are, in fact, affiliates of the
      registrant.




As
      of May
      12, 2008, there were 315,165,600 outstanding shares of the registrant’s common
      stock, par value $.001 per share.




Documents
      incorporated by reference: None.





**Atlantis
      Technology Group**





Form
      10-K




Table
      of Contents




PagePART
                IItem
                1.
            
            
            Description
                of Business
            
            
            1Item
                1A
            
            
            Risk
                FactorsItem
                1B
            
            
            Unresolved
                Staff Coments
            
            
            3Item
                2.
            
            
            Property
            
            
            6Item
                3.
            
            
            Legal
                Proceedings
            
            
            6Item
                4.
            
            
            Submission
                of Matters to a Vote of Security Holders
            
            
            6PART
                IIItem
                5.
            
            
            Market
                for Common Equity, Related Stockholder MattersItem
                6.
            
            
            Selected
                Financial Data
            
            
            6Item
                7.
            
            
            Management's
                Discussion and Analysis or Plan of Operation
            
            
            8Item
                8.
            
            
            Financial
                Statements
            
            
            11Item
                9.
            
            
            Changes
                in and Disagreements with Accountants on Accounting and Financial
                Disclosure
            
            
            12Item
                9AT.
            
            
            Controls
                and Procedures
            
            
            12Item
                9B.
            
            
            Other
                Information
            
            
            13PART
                IIIItem
                10.
            
            
            Directors,
                Executive Officers, Promoters, Control Persons and Corporate Governance,
                Compliance With Section 16(a) of the Exchange Act
            
            
            13Item
                11.
            
            
            Executive
                Compensation
            
            
            15Item
                12.
            
            
            Security
                Ownership of Certain Beneficial Owners and Management and Related
                Stockholder Matters
            
            
            15Item
                13.
            
            
            Certain
                Relationships and Related Transactions, and Director
                Independence
            
            
            16Item
                14.
            
            
            Principal
                Accountant Fees and Services
            
            
            17PART
                IVItem
                15.
            
            
            Exhibits
                and Financial Statement Schedules
            
            
            17Exhibit
                Index
            
            
            
            
            
            18Signatures







**CAUTIONARY
      NOTE REGARDING FORWARD-LOOKING STATEMENTS**





This
      report contains some forward-looking statements. Forward-looking statements
      give
      our current expectations or forecasts of future events. You can identify these
      statements by the fact that they do not relate strictly to historical or current
      facts. Forward-looking statements include statements regarding, among other
      things, (a) our projected sales, profitability and cash flows, (b) our growth
      strategies, (c) anticipated trends in our industries, (d) our future financing
      plans and (e) our anticipated needs for working capital. They are generally
      identifiable by use of the words “may,” “will,” “should,” “anticipate,”
“estimate,” “plans,” “potential,” “projects,” “continuing,” “ongoing,”
“expects,” “management believes,” “we believe,” “we intend” or the negative of
      these words or other variations on these words or comparable terminology. These
      statements may be found under "Management's Discussion and Analysis of Financial
      Condition and Plan of Operation" and "Business," as well as in this report
      generally.




Any
      or
      all of our forward-looking statements in this report may turn out to be
      inaccurate, as a result of inaccurate assumptions we might make or known or
      unknown risks or uncertainties. Therefore, although we believe that these
      statements are based upon reasonable assumptions, no forward-looking statement
      can be guaranteed. Our forward-looking statements are not guarantees of future
      performance, and actual results or developments may differ materially from
      the
      expectations they express. You should not place undue reliance on these
      forward-looking statements.





These
      statements also represent our estimates and assumptions only as of the date
      that
      they were made and we expressly disclaim any duty to provide updates to them
      or
      the estimates and assumptions associated with them after the date of this filing
      to reflect events or changes in circumstances or changes in expectations or
      the
      occurrence of anticipated events.





**Explanatory
      Note**





In
      January of 2008 the company replaced its chief executive officer and as a result
      experienced delays in filing its current report of Form 10-K for the fiscal
      year
      ended December 31, 2007. The Company has restated it financial statements for
      the years ended in December 31, 2006, 2005, and 2004 to account for issuances
      of
      common stock that were rescinded as required to avoid violations of the 1940
      Investment Company Act which previously regulated the Company as a business
      development company.  Additionally,
      the company de-consolidated its operations for the years ended December 31,
      2005
      and 2004





**PART
      I**




**Item
      1. Business**





Atlantis
      Technology Group (the “Company” or “we”) was initially incorporated as Vision
      Technology International in Delaware in December 1986 and changed its name
      to
      Medplus Corporation in 1992. In 2003, it changed its name to Atlantis Business
      Development Corporation. The Company is a reporting, publicly traded company
      that trades on the OTC Bulletin Board under the symbol ATNO. In late 1992,
      the
      Company's primary business was patient financing through the Company's
      acquisition of Patient Plus, Lincoln Professional Services Corporation and
      Financial Health Network. In May 1998, the Company drastically reduced its
      patient finance operations and went into a minimum business operation mode
      seeking additional business opportunities. The company has had only nominal
      operations since that time. During fiscal year 2003, Medplus relocated its
      headquarters from Colorado Springs, Colorado to an office in Red Bank, New
      Jersey. During fiscal year 2004 the Company moved its headquarters to Miami,
      Florida.





The
      current purpose of the Company is to seek, investigate and, if such
      investigation warrants, merge or acquire an interest in business opportunities
      presented to it by persons or companies who or which desire to seek the
      perceived advantages of a Securities Exchange Act of 1934 registered
      corporation.







On
      April
      20, 2003, the Company's Board of Directors resolved that the Company should
      become regulated as a “Business Development Company” pursuant to Section 54 of
      the Investment Company Act of 1940 (the “1940 Act”), and on April 30, 2003, the
      Company became so regulated by filing with the SEC a Form N-54A subjecting
      itself to such regulation. A Business Development Company is an investment
      company whose purpose is to invest in a portfolio of securities and provide
      management advice, with the goal of achieving gains on appreciation and dividend
      income, rather than to own and manage an operating business, with the goal
      of
      generating income from operations.





Between
      July and September of 2007, based on conversations with the SEC and its own
      internal review, the Company determined that it was not in compliance with
      the
      provisions of 1940 Act applicable to Business Development Companies and could
      not regain such compliance without radically changing its business plans.
 On September 19, 2007, pursuant to authority granted to the Board of
      Directors by shareholder vote, the Company withdrew its election to be regulated
      as a Business Development Company by filing with the SEC a Form N-54C
      withdrawing such election. Based on that withdrawal, the Company is no longer
      a
      Business Development Company subject to regulation under the 1940 Act. As of
      the
      date of this report, however, the Company has not resolved all outstanding
      issues relating to its past absence of compliance with the 1940 Act, which
      could
      continue to affect the Company as described below. However, the Company has
      entered into a Settlement Agreement with the SEC which would require that the
      Company discontinue its status as a Business Development Company. The Company
      is
      a shell company as that term is defined by Rule 12b-2 under the Securities
      Exchange Act of 1934 (the “1934 Act”), or a company with no substantial assets
      (or no substantial assets other than cash) and no substantial operations.





On
      October 11, 2007, the Company changed its name to Atlantis Technology Group.
       On October 12, 2007, the Company executed a 100:1 forward split of the
      Company’s common stock.  The Board also authorized the creation of Series A
      and Series B preferred stock.





On
      October 22, 2007, the Company signed a letter of intent to purchase a 12.5%
      interest in Technology Holding Company Intervision Network.  On October 25,
      2007 the Company signed a letter of intent to purchase a 25% equity interest
      in
      a real estate media company. The Company has terminated both letters of intent
      and all consideration paid by the Company has been returned.





In
      October 2007, the Company incorporated three Nevada corporations that are its
      wholly-owned subsidiaries.  The Companies are Atlantis Media Group,
      Atlantis Communications Group and Atlantis Energy Corporation. The Company
      intends to use its new subsidiaries for various ventures.





On
      November 8, 2007 the Company committed to a three for one stock split effective
      November 21, 2007.





On
      January 11, 2008 the Board of Directors of Atlantis Technology Group (the
“Company”) removed Tim DeHerrera from his position as Chief Executive Officer of
      the Company. On January 15, 2008 Mr. DeHerrera resigned as a director of the
      Company.





On
      January 11, 2008 the Board of Directors elected Christopher M. Dubeau as Chief
      Executive Officer of the Company.





On
      February 11, 2008 The Company executed and submitted an Offer of settlement
      (“Offer”) in anticipation of public administrative and cease-and -desist
      proceedings to be instituted against it by the Commission. The Company expects
      the offer to be calendared for consideration by the commission by June, 2008.
      The Company consented to the entry of an Order by the Commission imposing the
      following sanctions:





o
      We
      agreed to cease and desist from committing or causing any violations and any
      future violations of the relevant portions rules and regulations Investment
      Company Act pertaining to business development companies.


2




o
      We
      agreed to terminate our designation as a business development company under
      the
      Investment Company Act.





The
      withdrawal of the Company’s election to be regulated as a BDC under the 1940 Act
      will result in a significant change in the Company’s required method of
      accounting.  BDC financial statement presentation and accounting utilizes
      the value method of accounting used by investment companies, which allows BDC’s
      to recognize their income and value their investments at market value as opposed
      to historical cost.  In addition, majority-owned subsidiaries of a BDC are
      not consolidated; rather, investments in those subsidiaries are reflected on
      the
      balance sheet as an investment in a majority-owned portfolio company at fair
      value.





The
      Company filed an 8K on June 28, 2007 stating that the Board of Directors
      determined, based on a recommendation of its independent auditors, that its
      financial statements for the period ended December 31, 2006, 2005 and 2004
      will
      need to be restated.  The Company’s Board of Directors has determined that
      certain of its disclosures and treatment of certain accounting transactions
      were
      not sufficient to comply with auditing and reporting standards under the
      Investment Company Act of 1940. Therefore, the Company has undertaken to revise
      its disclosure controls and procedures and has restated its financial statements
      for the years ended December 31, 2004, December 31, 2005 and December 31, 2006,
      and the quarterly financial statements for the interim period up until March
      31,
      2007.  The Company will file amended reports on Form 10K and 10Q for the
      periods effected since December 31, 2004.





The
      Company has completed the process of de-consolidating its previously held
      subsidiaries from 2004 and 2005 and restating its financial statements.
 The Company, after September 16, 2005, had spun off its last operating
      subsidiary and thus had discontinued the practice of consolidation of
      subsidiaries after the December 31, 2005 year end.





The
      Board
      of Directors reviewed the facts surrounding these compliance failures and
      their implications for the Company.  Ultimately, the Board
      Directors caused the Company to take certain steps to remediate the
      compliance failures as follows:





·
            Rescinded
                and cancelled common stock shares issued for services, compensation
                and
                transactions with related parties.  The majority of the shares issued
                for the above were cancelled going back to June
                2004.





·
            Restate
                the Company’s financial statements.





·
            Filed
                a proxy to withdraw from a BDC status. The election was approved
                September
                10, 2007.





·
            The
                Company has informed the SEC Staff of these steps.  However, these
                efforts may not fully cure all of the 1940 Act compliance deficiencies
                currently affecting the Company and it is unclear how those deficiencies
                will impact the Company in the future.  The Company’s significant
                compliance and remediation costs, in terms of both time and dollars,
                have
                operated as an encumbrance on the Company’s
                resources.





·
            The
                Company’s violations of the 1940 Act may cause the Company to incur
                certain liabilities. Such liabilities cannot be estimated by management
                as
                of this time, but may include regulatory enforcement actions.
                 However, such liabilities, if incurred, could have a significant
                impact on the Company’s ability to continue as a going
                concern.





**ITEM
      1A.**  **RISK
      FACTORS**




The
      reader should carefully consider each of the risks described below. If any
      of
      the following risks described below should occur, our business, financial
      condition or results of operations could be materially adversely affected and
      the trading price of our common stock could decline
      significantly.


3




**RISK
      FACTORS**





An
      investment in our Common Stock is speculative and involves a high degree of
      risk. You should carefully consider the risks described below, together with
      the
      other information contained in this prospectus, before buying our Common Stock.
      The reader should carefully consider each of the risks described below. If
      any
      of the following risks develop into actual events, our business, financial
      condition or results of operations could be materially adversely affected,
      and
      the trading price of our Common Stock could decline significantly.





**Risks
      Related to our Company and our Business**





**Our
      Business Is Difficult To Evaluate Because We Have No Ongoing Operations and
      Minimal Assets.** As
      the
      Company currently has no ongoing operations and only minimal assets, there
      is a
      risk that we will be unable to continue as a going concern
      and consummate a business combination. 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. This may result in our incurring a net operating loss that will
      increase continuously until we can consummate a business combination with a
      profitable business opportunity. We cannot assure you that we can identify
      a
      suitable business opportunity and consummate a business
      combination.





**We
      Will Continue To Incur Claims, Liabilities And Expenses.** We
      will
      continue to incur claims, liabilities and expenses, which will reduce the
      realizable value of our remaining assets and the amount potentially available
      for distribution to stockholders. Claims, liabilities and expenses from
      operations (such as salaries, directors' and officers' insurance, payroll and
      taxes, legal, accounting and consulting fees and miscellaneous office expenses)
      will continue to be incurred. These expenses will have to be satisfied from
      our
      remaining assets and, therefore, will reduce the net realizable value of those
      assets.





**Our
      Business Will Have No Revenues Unless And Until We Merge With Or Acquire An
      Operating Business.** As
      of the
      date hereof, the Company, as defined in Rule 12b-2 under the Exchange Act,
      is a
“shell company,” defined as a company with no or nominal assets (other than
      cash) and no or nominal operations. We currently have no revenues from
      operations. We may not realize any revenues unless and until we successfully
      merge with or acquire an operating business.





**Because
      Of The Deficiencies In Our Past Compliance With Disclosure Rules And The
      Requirements Of The Investment Company Act, We Face Risks Of Liability Under
      The
      Securities Laws.** We could
      be named in an administrative, civil or criminal proceeding by the SEC or
      another government entity, and we could be named in a civil proceeding brought
      by a stockholder or other private entity. There is no guarantee we would emerge
      from such a proceeding with the ability to continue as a going
      concern.





The
      deficiencies in our compliance which we believe could have material consequences
      for us include the following:





·
            The
                Company never appointed a Chief Compliance Officer.  In the absence
                of an active Chief Compliance Officer, there can be no assurance
                that the
                compliance rules of the 1940 Act were not
                violated.





·
            The
                Company failed to adequately disclose the process of valuing its
                securities portfolio in 2004 and
                2005.





·
            The
                Company issued shares for services and compensation provided to the
                Company;





·
            The
                Company failed to have a majority of directors that were not interested
                persons;





·
            The
                Company conducted transactions with certain affiliates or related
                parties
                and neglected to adopt appropriate compliance policies and
                procedures.


4




·
            The
                Company acknowledges did not present financial statements in accordance
                with the 1940 Act in its periodic filings with the SEC.
                 Specifically, for 2004 and 2005, the Company recorded the activity
                of its wholly-owned subsidiaries in consolidated
                format.





**Our
      Financial Statements Include A** **Going** **Concern
      Opinion From Our Independent Auditors**.
      The
      Company received a going concern
      opinion on its financial statements for fiscal 2007. Our auditors have stated
      that due to our lack of profitability and our negative working capital, there
      is
      "substantial doubt" about our ability to continue as a going concern.
      The going concern
      opinion from our auditors may limit our ability to access certain types of
      financing, or may prevent us from obtaining financing





**Future
      Success Is Highly Dependent On The Ability Of Management To Locate And Attract
      A
      Suitable Acquisition.** The
      nature of our operations is highly speculative and there is a consequent risk
      of
      loss of your investment. The success of our plan of operation will depend to
      a
      great extent on the operations, financial condition and management of the
      identified business opportunity. While management intends to seek business
      combination(s) with entities having established operating histories, we cannot
      assure you that we will be successful in locating candidates meeting that
      criterion. In the event we complete a business combination, the success of
      our
      operations may be dependent upon management of the successor firm or venture
      partner firm, and numerous other factors beyond our control.





**The
      Company Has No Existing Agreement For A Business Combination Or Other
      Transaction.** We
      have
      no agreement with respect to engaging in a merger or joint venture with, or
      acquisition of, a private or public entity. No assurances can be given that
      we
      will successfully identify and evaluate suitable business opportunities or
      that
      we will conclude a business combination. We cannot guarantee we will be able
      to
      negotiate a business combination on favorable terms.





**We
      May Not Be Able To Comply In A Timely Manner With All Of The Recently Enacted
      Or
      Proposed Corporate Governance Provisions.** Beginning
      with the enactment of the Sarbanes-Oxley Act of 2002 in July 2002, a significant
      number of new corporate governance requirements have been adopted or proposed.
      We believe that we currently comply with all of the requirements that have
      become effective thus far, and with many of the requirements that will become
      effective in the future. Although we currently expect to comply with all current
      and future requirements, we may not be successful in complying with these
      requirements at all times in the future. In addition, certain of these
      requirements will require us to make changes to our corporate governance
      practices.




**Risks
      Related To Our Common Stock**





**Future
      Sales By Existing Security Holders Could Depress The Market Price Of Our Common
      Stock.** If
      our
      existing stockholders sell a large number of shares of our Common Stock, the
      market price of the Common Stock could decline significantly. Further, even
      the
      perception in the public market that our existing stockholders might sell shares
      of Common Stock could depress the market price of the Common Stock.





**There
      Are Risks Associated With Our Stock Trading On The NASD OTC Bulletin Board
      Rather Than A National Exchange.** There
      are
      significant consequences associated with our stock trading on the NASD OTC
      Bulletin Board rather than a national exchange. The effects of not being able
      to
      list our securities on a national exchange include:


5





·
            Limited
                release of the market prices of our
                securities;


·
            Limited
                news coverage of us;


·
            Limited
                interest by investors in our
                securities;


·
            Volatility
                of our stock price due to low trading
                volume;


·
            Increased
                difficulty in selling our securities in certain states due to "blue
                sky"
                restrictions; and


·
            Limited
                ability to issue additional securities or to secure additional
                financing.





**There
      is No Assurance That An Active Public Trading Market Will Develop.** There
      has
      been an extremely limited public trading market for the Company's Common Stock.
      There can be no assurances that a public trading market for the Common Stock
      will develop or that a public trading market, if developed, will be sustained.
      If for any reason a public trading market does not develop, purchasers of the
      shares of Common Stock may have difficulty in selling their securities should
      they desire to do so.





**"Penny
      Stock" Regulations May Impose Certain Restrictions On The Marketability of
      Our
      Securities.** The
      Securities and Exchange Commission (the "Commission") has adopted regulations
      which generally define "penny stock" to be any equity security that has a market
      price (as defined) less than $5.00 per share, subject to certain exceptions.
      Our
      Common Stock is presently subject to these regulations which impose additional
      sales practice requirements on broker-dealers who sell such securities to
      persons other than established customers and accredited investors (generally
      those with assets in excess of $1,000,000 or annual income exceeding $200,000,
      or $300,000 together with their spouse). For transactions covered by these
      rules, the broker-dealer must make a special suitability determination for
      the
      purchase of such securities and have received the purchaser's written consent
      to
      the transaction prior to the purchase. Additionally, for any transaction
      involving a “penny stock”, unless exempt, the rules require the delivery, prior
      to the transaction, of a risk disclosure document mandated by the Commission
      relating to the “penny stock” market. The broker-dealer must also disclose the
      commission payable to both the broker-dealer and the registered representative,
      current quotations for the securities and, if the broker-dealer is the sole
      market maker, the broker-dealer must disclose this fact and the broker-dealer's
      presumed control over the market. Finally, monthly statements must be sent
      disclosing recent price information for the “penny stock” held in the account
      and information on the limited market in “penny stocks”. Consequently, the
      "penny stock" rules may restrict the ability of broker-dealers to sell our
      securities and may negatively affect the ability of purchasers of our shares
      of
      Common Stock to sell such securities.





**ITEM
      2.**  **DESCRIPTION
      OF PROPERTY**





During
      the year ended December 31, 2007, the Company did not have any property.





**ITEM
      3.**  **LEGAL
      PROCEEDINGS**


The
        Company has filed an offer of settlement in anticipation of a public
        administrative lease and desist order by the Securities and Exchange
        Commission.


We
      know
      of no other material, active, pending or threatened proceeding against us
      or our subsidiaries, nor are we, or any subsidiary, involved as a
      plaintiff or defendant in any material proceeding or pending
      litigation.





**ITEM
      4.**  **SUBMISSION
      OF MATTERS TO A VOTE OF SECURITY HOLDERS**





No
      matters were submitted to a vote of shareholders during the fourth quarter
      of
      the year ended December 31, 2007.





**PART
      II**





**ITEM
      5.**  **MARKET
      FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS ISSUER
      PURCHASES OF EQUITY SECURITIES**





There
      is
      a limited market for our common stock.




**Dividends**


6




We
      have
      not paid dividends on our common stock, and do not anticipate paying dividends
      on our common stock in the foreseeable future.




**Market
      for Our Common Stock**




Our
      common stock is traded in the over-the-counter market and quotations are
      reported on the over-the-counter Bulletin Board overseen by FINRA under the
      symbol ATNOE. The table below sets forth the high and low bid price for each
      quarter of the past two years, as reported by OTCPicks.com.




These
      quotations reflect inter-dealer prices, without retail mark-up, mark-down or
      commission and may not represent actual transactions.




High
            
            LowQuarter
                ended March 31, 2006
            
            
            1.05
            
            
            0.05Quarter
                ended June 30, 2006
            
            
            6.10
            
            
            1.90Quarter
                ended September 30, 2006
            
            
            4.80
            
            
            .45Quarter
                ended December 31, 2006
            
            
            1.50
            
            
            .45Quarter
                ended March 31, 2007
            
            
            .53
            
            
            .0001Quarter
                ended June 30, 2007
            
            
            .49
            
            
            .0001Quarter
                ended September 30, 2007
            
            
            1.06
            
            
            .70Quarter
                ended December 31, 2007
            
            
            .83
            
            
            .0006





As
      of May
      12, 2008, there are approximately 1,036 holders of record of our common
      stock.





**Securities
      Authorized for Issuance Under Equity Compensation Plan**





None





**Recent
      Issuances of Securities**





**Stock
      Transactions for 2006 - retroactively restated for stock
      splits**





The
      Company issued 75,000 retroactively restated shares of stock and 675,000 shares
      of its stock for cash of $177,750.





The
      Board
      of Directors on August 18, 2006 voted to effectuate a 100 to 1 reverse stock
      split.





**Stock
      Transactions for 2007- retroactively restated for stock
      splits**





The
      Company issued 88,180,000 retroactively restated shares of its stock for cash
      totaling $281,243.




The
      Company issued 75,745,035 retroactively restated shares to its officers and
      directors valued at $610,000.





The
      Company issued 450,000 retroactively restated shares for services valued at
      $9,000.





The
      Company issued 150,000,000 retroactively restated shares for a deposit on new
      Business Ventures valued at $2,500,000.




On
        October 11, 2007 the Company executed a 100:1 forward stock
        split.




**Issuer
      Repurchases of Equity Securities.**





None.


7





**Transfer
      Agent**





The
      Company's stock transfer agent is Signature Stock Transfer Inc., located at
      2301
      Ohio Dr., Ste 100, Plano, TX 75093-3956. Their telephone number is (972)
      612-4120.





**Penny
      Stock Regulations**





The
      SEC
      has adopted regulations which generally define a “penny stock” to be an equity
      security that has a market price of less than $5.00 per share. Our common stock
      falls within the definition of penny stock and is subject to rules that impose
      additional sales practice requirements on broker-dealers who sell such
      securities to persons other than established customers and accredited investors
      (generally those with assets in excess of $1,000,000, or annual incomes
      exceeding $200,000 or $300,000, together with their spouse).





For
      transactions covered by these rules, the broker-dealer must make a special
      suitability determination for the purchase of such securities and have received
      the purchaser’s prior written consent to the transaction. Additionally, for any
      transaction, other than exempt transactions, involving a penny stock, the rules
      require the delivery, prior to the transaction, of a risk disclosure document
      mandated by the Commission relating to the penny stock market. The broker-dealer
      also must disclose the commissions payable to both the broker-dealer and the
      registered representative, current quotations for the securities and, if the
      broker-dealer is the sole market-maker, the broker-dealer must disclose this
      fact and the broker-dealer’s presumed control over the market. Finally, monthly
      statements must be sent disclosing recent price information for the penny stock
      held in the account and information on the limited market in penny stocks.
      Consequently, the “penny stock” rules may restrict the ability of broker-dealers
      to sell our common stock and may affect the ability of investors to sell their
      common stock in the secondary market.





**ITEM
      6.** **SELECTED
      FINANCIAL DATA**





Intentionally
      Omitted.





**ITEM
      7.**   **MANAGEMENT'S
      DISCUSSION AND ANALYSIS OR PLAN OF OPERATION**





As
      of
      December 31, 2007, we had $1,441 cash in our bank accounts.





Net
      cash
      used in operating activities for the year ended December 31, 2007 was ($285,921)
      compared to ($172,083) for 2006.





Net
      cash
      provided by financing activities for the year ended December 31, 2007 was
      $281,423 compared to $177,750 for 2006.





Management
      believes that cash expected to be generated from operations and current cash
      reserves will not be sufficient to meet our capital expenditures and working
      capital needs. Our future liquidity and cash requirements will depend on a
      wide
      range of factors, including the level of business in existing operations,
      expansion of facilities and possible acquisitions. In particular, if cash flows
      from operations are not sufficient, we may have to sell our equity or debt
      securities or seek additional financing through other means. We cannot assure
      you that such raising of capital or seeking of additional financing will be
      available in amounts and on terms acceptable to us.





GOING
      CONCERN





We
      have
      experienced significant losses for the period from inception to December 31,
      2007 aggregating $3,306,445. In addition, we had no significant revenue
      producing operations at 12/31/07.





Our
      ability to continue as a going concern is contingent upon our ability to
      implement our business plan and to attain profitable operations and secure
      financing. In addition, our ability to continue as a going concern must be
      considered in light of the problems, expenses and complications frequently
      encountered by entrance into established markets and the competitive environment
      in which we operate.


8




We
      are
      pursuing equity financing for our operations. Failure to secure such financing
      or to raise additional capital or borrow additional funds may result in our
      depleting available funds and not being able pay our obligations.





Income
      Taxes - The Company follows Statement of Financial Accounting Standards No.
      109
      - Accounting for Income Taxes, which requires recognition of deferred tax assets
      and liabilities for the expected future tax consequences of events that have
      been included in the financial statements or tax returns. Under this method,
      deferred tax assets and liabilities are based on the differences between the
      financial statement and tax bases of assets and liabilities using enacted tax
      rates in effect for the year in which the differences are expected to
      reverse.





Use
      of
      Estimates - The preparation of financial statements in conformity with generally
      accepted accounting principles requires management to make estimates and
      assumptions that affect the reported amounts of assets and liabilities and
      disclosure of contingent assets and liabilities at the date of the financial
      statements and the reported amounts of revenue and expenses during the reporting
      period. Actual results could differ from those estimates.





Fair
      Value of Financial Instruments - The Company considers its financial
      instruments, which are carried at cost, to approximate fair value due to their
      near-term maturities.





PLAN
      OF
      OPERATION





The
      current purpose of the Company is to seek, investigate and, if such
      investigation warrants, merge or acquire an interest in business opportunities
      presented to it by persons or companies who or which desire to seek the
      perceived advantages of a Securities Exchange Act of 1934 registered
      corporation.





Pending
      negotiation and consummation of a combination, the Company anticipates that
      it
      will have, aside from carrying on its search for a combination partner, no
      business activities, and, thus, will have no source of revenue. Should the
      Company incur any significant liabilities prior to a combination with a private
      company, it may not be able to satisfy such liabilities as are
      incurred.





The
      Company's search will be directed toward small and medium-sized enterprises,
      which have a desire to become reporting corporations and which are able to
      provide audited financial statements. The Company does not propose to restrict
      its search for investment opportunities to any particular geographical area
      or
      industry, and may, therefore, engage in essentially any business, to the extent
      of its limited resources. The Company's discretion in the selection of business
      opportunities is unrestricted, subject to the availability of such
      opportunities, economic conditions, and other factors. No assurance can be
      given
      that the Company will be successful in finding or acquiring a desirable business
      opportunity, and no assurance can be given that any acquisition, which does
      occur, will be on terms that are favorable to the Company or its current
      stockholders.





The
      Company may merge with a company that has retained one or more consultants
      or
      outside advisors. In that situation, the Company expects that the business
      opportunity will compensate the consultant or outside advisor. As of the date
      of
      this filing, there have been no discussions, agreements or understandings with
      any party regarding the possibility of a merger or acquisition between the
      Company and such other company. Consequently, the Company is unable to predict
      how the amount of such compensation would be calculated at this time. It is
      anticipated that any finder that the target company retains would be a
      registered broker-dealer.





The
      Company will not restrict its search to any specific kind of firm, but may
      acquire a venture, which is in its preliminary or development stage, one which
      is already in operation, or in a more mature stage of its corporate existence.
      The acquired business may need to seek additional capital, may desire to have
      its shares publicly traded, or may seek other perceived advantages which the
      Company may offer. The Company does not intend to obtain funds to finance the
      operation of any acquired business opportunity until such time as the Company
      has successfully consummated the merger or acquisition transaction. There are
      no
      loan arrangements or arrangements for any financing whatsoever relating to
      any
      business opportunities.


9





The
      analysis of business opportunities will be under the supervision of the
      Company's sole officer and the board of directors, who are not professional
      business analysts. In analyzing prospective business opportunities, management
      will consider such matters as available technical, financial and managerial
      resources; working capital and other financial requirements; history of
      operations, if any; prospects for the future; nature of present and expected
      competition; the quality and experience of management services which may be
      available and the depth of that management; the potential for further research,
      development, or exploration; specific risk factors not now foreseeable, but
      which then may be anticipated to impact the proposed activities of the Company;
      the potential for growth or expansion; the potential for profit; the perceived
      public recognition or acceptance of products, services, or trades; name
      identification; and other relevant factors. In many instances, it is anticipated
      that the historical operations of a specific business opportunity may not
      necessarily be indicative of the potential for the future because of a variety
      of factors, including, but not limited to, the possible need to expand
      substantially, shift marketing approaches, change product emphasis, change
      or
      substantially augment management, raise capital and the like. Management intends
      to meet personally with management and key personnel of the target business
      entity as part of its investigation. To the extent possible, the Company intends
      to utilize written reports and personal investigation to evaluate the above
      factors. Prior to making a decision to participate in a business opportunity,
      the Company will generally request that it be provided with written materials
      regarding the business opportunity containing as much relevant information
      as
      possible, including, but not limited to, such items as a description of
      products, services and company history; management resumes; financial
      information; available projections, with related assumptions upon which they
      are
      based; an explanation of proprietary products and services; evidence of existing
      patents, trademarks, or service marks, or rights thereto; present and proposed
      forms of compensation to management; a description of transactions between
      such
      company and its affiliates during the relevant periods; a description of present
      and required facilities; an analysis of risks and competitive conditions; a
      financial plan of operation and estimated capital requirements; audited
      financial statements, or if they are not available at that time, unaudited
      financial statements, together with reasonable assurance that audited financial
      statements would be able to be produced within a required period of time; and
      the like.





In
      implementing a structure for a particular business acquisition, the Company
      may
      become a party to a merger, consolidation, reorganization, joint venture, or
      licensing agreement with another entity. It may also acquire stock or assets
      of
      an existing business. In connection with a merger or acquisition, it is highly
      likely that an amount of stock constituting control of the Company would either
      be issued by the Company or be purchased from the current principal stockholder
      of the Company by the acquiring entity or its affiliates, and accordingly,
      the
      shareholders of the target company, typically, become the majority of the
      shareholders of the combined company, the board of directors and officers of
      the
      target company become the new board and officers of the combined company and
      often the name of the target company becomes the name of the combined company.





There
      are
      currently no arrangements that would result in a change of control of the
      Company. It is anticipated that any securities issued as a result of
      consummation of a business combination will be issued in reliance upon one
      or
      more exemptions from registration under applicable federal and state securities
      laws to the extent that such exemptions are available. In some circumstances,
      however, as a negotiated element of its transaction, the Company may agree
      to
      register all or a part of such securities immediately after the transaction
      is
      consummated or at specified times thereafter. If such registration occurs,
      of
      which there can be no assurance, it will be undertaken by the surviving entity
      after the Company has entered into an agreement for a business combination
      or
      has consummated a business combination and the Company is no longer considered
      a
      dormant shell company. Until such time as this occurs, the Company will not
      attempt to register any additional securities.


10




The
      issuance of substantial additional securities and their potential sale into
      any
      trading market may have a depressive effect on the market value of the Company's
      securities in the future if such a market develops, of which there is no
      assurance. There have been no plans, proposals, arrangements or understandings
      with respect to the sale or issuance of additional securities. While the actual
      terms of a transaction to which the Company may be a party cannot be predicted,
      it may be expected that the parties to the business transaction will find it
      desirable to avoid the creation of a taxable event and thereby structure the
      acquisition in a "tax-free" reorganization under Sections 351 or 368 of the
      Internal Revenue Code of 1986, as amended.





In
      order
      to obtain tax-free treatment, it may be necessary for the owners of the
      surviving entity to own 80% or more of the voting stock of the surviving entity.
      In this event, the shareholders of the Company would retain less than 20% of
      the
      issued and outstanding shares of the surviving entity, which could result in
      significant dilution in the equity of such shareholders. However, treatment
      as a
      tax-free reorganization will not be a condition of any future business
      combination and if it is not the case, the Company will not obtain an opinion
      of
      counsel that the reorganization will be tax free. With respect to any merger
      or
      acquisition, negotiations with target company management are expected to focus
      on the percentage of the Company which the target company shareholders would
      acquire in exchange for all of their shareholdings in the target company.
      Depending upon, among other things, the target company's assets and liabilities,
      the Company's only shareholder will in all likelihood hold a substantially
      lesser percentage ownership interest in the Company following any merger or
      acquisition. The percentage ownership may be subject to significant reduction
      in
      the event the Company acquires a target company with substantial assets.





Any
      merger or acquisition effected by the Company can be expected to have a
      significant dilutive effect on the percentage of shares held by the Company's
      shareholders at such time. The Company will participate in a business
      opportunity only after the negotiation and execution of appropriate agreements.
      Although the terms of such agreements cannot be predicted, generally such
      agreements will require certain representations and warranties of the parties
      thereto, will specify certain events of default, will detail the terms of
      closing and the conditions which must be satisfied by the parties prior to
      and
      after such closing, outline the manner of bearing costs, including costs
      associated with the Company's attorneys and accountants, and will include
      miscellaneous other terms. It is anticipated that the Company will not be able
      to diversify, but will essentially be limited to the acquisition of one business
      opportunity because of the Company's limited financing. This lack of
      diversification will not permit the Company to offset potential losses from
      one
      business opportunity against profits from another, and should be considered
      an
      adverse factor affecting any decision to purchase the Company's securities.
      There are no present plans, proposals, arrangements or understandings to offer
      the shares of the post-merger companies to third parties if any mergers occur,
      and there is no marketing plan to distribute the shares of the post-merger
      companies to third parties. The company has not had any preliminarily contact,
      agreements or understandings with anyone to help sell these shares.





The
      Company intends to seek to carry out its business plan as discussed herein.
      In
      order to do so, the Company needs to pay ongoing expenses, including
      particularly legal and accounting fees incurred in conjunction with preparation
      and filing of this registration statement, and in conjunction with future
      compliance with its on-going reporting obligations.





The
      Company does not intend to make any loans to any prospective merger or
      acquisition candidates or unaffiliated third parties. The Company has adopted
      a
      policy that it will not seek an acquisition or merger with any entity in which
      the Company's officer, director, and controlling shareholders or any affiliate
      or associate serves as an officer or director or holds any ownership
      interest.





**ITEM
      7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
      RISK**





Intentionally
      Omitted.





**ITEM
      8.**   **FINANCIAL
      STATEMENTS AND SUPPLEMENTARY DATA**




Our
      audited financial statements as of December 31, 2007 and 2006 and for the years
      then ended and the notes thereto appear beginning on page F-1 of this
      report.


11




**ITEM
      9.**  **CHANGES
      IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE**





None.




**ITEM
      9A(T). CONTROLS AND PROCEDURES**





The
      Company maintains disclosure controls and procedures designed to ensure that
      information required to be disclosed in reports filed under the Securities
      Exchange Act of 1934, as amended, is recorded, processed, summarized,
      accumulated and communicated to the Company’s management, including its Chief
      Executive Officer to allow timely decisions regarding required disclosure.





Company’s
      management, with the participation of its chief executive officer evaluated
      the
      effectiveness of our disclosure controls and procedures as of December 31,
      2007. Based on that evaluation, Company’s chief executive officer concluded
      that, as of that date, the Company’s disclosure controls and procedures were
      effective at the reasonable assurance level.





In
      connection with the restatement discussed in note 9 to our financial statements,
      these controls have been reevaluated and Company’s management, led by its chief
      executive officer concluded that the Company’s disclosure controls and
      procedures were not operating effectively at the reasonable assurance level
      on
      December 31, 2006 and through December 31, 2007.




As
      described in Note 9 to the Consolidated Financial Statements, the Company
      has restated its financial statements for the year ended December 31, 2006,
      presented in this filing. In order to analyze the disclosure controls and
      procedures and internal controls and procedures associated with the adjustments
      underlying the restatements, Company’s management evaluated (1) each
      adjustment as to whether it was caused by an internal control deficiency and
      (2) the effectiveness of actions that had been taken to remediate
      identified control deficiencies.





Among
      other matters, management’s assessment identified the following material
      weakness and significant deficiencies:





(A)
      A
      material weakness was identified related to our design and maintenance of
      adequate controls over the preparation, review, presentation and disclosure
      of
      the application of generally accepted accounting principles (GAAP) as it
      pertains to a Business Development Company (BDC), which resulted in
      misstatements therein.





Company’s
      management has withdrawn its election under section 54(a) to be subject to
      the
      provisions of sections 55 through 65 of the Investment Act of 1940 to remediate
      this material weakness. Atlantis Technology Group, Inc., will no longer report
      as a Business Development Company.





(B)
      A
      material weakness was identified related to our design and maintenance of
      adequate controls over the preparation, review, presentation and disclosure
      of
      shareholder transactions, specifically, the records for total shares
      outstanding, total shares issued, detailed shareholder accounts and stock
      transfers, which resulted in misstatements therein.





Company’s
      management is in the process of remediating this material weakness through
      the
      design and implementation of enhanced controls to aid in the correct
      preparation, review, presentation and disclosures of our shareholder
      transactions. Management will monitor, evaluate and test the operating
      effectiveness of these controls.





(C)
      A
      material weakness was identified related to insufficient personnel in the
      accounting and financial reporting function due to the size of our Company
      which
      prevents the ability to employ sufficient resources to have adequate segregation
      of duties within the internal control system. This material weakness affects
      management's ability to effectively review and analyze elements of the financial
      statement closing process and prepare consolidated financial statements in
      accordance with U.S. GAAP.


12




Company’s
      management is in the process of remediating this material weakness through
      procuring outside consulting professionals to aid in the correct preparation,
      review, presentation and disclosures of our financial statements. Management
      will monitor, evaluate and test the operating effectiveness of these controls.





Solely
      as
      a result of these material weaknesses, we concluded that our disclosure controls
      and procedures were not effective as of December 31, 2006.




As
      of
      December 31, 2007, we modified our design and enhanced our controls to aid
      in
      the correct preparation, review, presentation and disclosures of our financial
      statements and remediated the related internal control weaknesses. In connection
      with this Form 10-K, under the direction of our Chief Executive Officer we
      have
      evaluated our disclosure controls and procedures as currently in effect,
      including the remedial actions discussed above, and we have concluded that,
      as
      of this date, our disclosure controls and procedures are effective.





These
      matters impacted the consolidated financial statements for the years ended
      December 31, 2006, 2005, and 2004, and we will restated our consolidated
      financial statements for those periods within this Form 10-K and future
      filings. Other than indicated above, there were no changes in the Company’s
      internal control over financial reporting that occurred during the last fiscal
      quarter ended December 31, 2007, that have materially affected, or are
      reasonably likely to materially affect, the Company’s internal control over
      financial reporting.





*Auditor
      Attestation*





This
      annual report does not include an attestation report of our registered public
      accounting firm regarding internal control over financial reporting.
      Management’s report was not subject to attestation by our registered public
      accounting firm pursuant to temporary rules of the Securities and Exchange
      Commission that permit us to provide only management’s report in this annual
      report.





***Changes
      in Internal Controls over Financial Reporting***


Except
      as
      described above, there were no changes in our internal controls over financial
      reporting during the fourth quarter of fiscal year 2007 that have materially
      affected, or are reasonably likely to materially affect, our internal control
      over financial reporting.





**ITEM
      9B.**  **OTHER
      INFORMATION**





None.





**PART
      III**





**ITEM
      10.**  **Directors, Executive Officers, and Corporate Governance.**





The
      following are the officers and directors of the Company as of the date of this
      report:




**Name**
            
            **Age**
            
            **Position**Christopher
                M. Dubeau
            
            33
            
            Chief
                Executive Officer, Principal Accounting OfficerFrederick
                Ganem
            
            48
            
            DirectorGerald
                Jacoby
            
            69
            
            DirectorTim
                DeHerrera
            
            58
            
            Former
                CEO




13


Christopher
      M. Dubeau, age 33, served on the Board of Directors of the Company from June
      10,
      2004 to January 31, 2007 and was Chairman of the Board of the Company from
      October 5, 2004 to January 31, 2007. He was Chief Executive Officer of the
      Company from November 17, 2004 to January 31, 2007. Mr. Dubeau has extensive
      knowledge in the technology field ranging from computer programming, networking
      and Voice over the Internet (VOIP). Mr. Dubeau also has over 8 years of
      managerial experience in various businesses.





Gerald
      Jacoby. Born in Brooklyn NY, graduated Poly Prep High School, then attending
      Bethany College to Receive a Bachelors Degree. After spending several years
      in
      other businesses he went into the automotive parts business which was built
      over
      the next 20 years into one of the most successful automotive transmission parts
      and manufacturing companies in the US , achieved through innovative marketing
      techniques. During this period he also founded a marine engine manufacturing
      company along with becoming the President of the world renowned boat company
      Cigarette. During his tenure with Cigarette he became the world class offshore
      powerboat race driver winning both a national and a world's championship. After
      several years producing race engines for the boating community he took his
      engine company public.





Frederick
      Ganem. Mr. Ganem has been a co-owner and manager of a successful remodeling
      business specializing in residential improvements since 1982. He has an
      extensive background in management, production control, purchasing, inventory
      control, and information systems. He has a B.S. Degree in Business
      Administration from the University of Rhode Island.


On
      January 11, 2008 the Board of Directors of the Company removed Tim DeHerrera
      from his position as Chief Executive Officer of the Company. On January 15,
      2008
      Mr. DeHerrera resigned as a director of the Company. On January 11, 2008 the
      Board of Directors elected Christopher M. Dubeau as Chief Executive Officer
      of
      the Company.





**Family
      Relationships**





There
      are
      no other family relationships among our executive officers, directors and
      principal shareholders.




**Audit
      Committee and Audit Committee Financial Exert**





Our
      Board
      of Directors does not have an Audit Committee and does not have an Audit
      Committee Financial Expert.





**Compensation
      Committee**





Our
      Board
      of Directors does not have a Compensation Committee.




**Section
      16(a) Beneficial Reporting Compliance**




Section
      16(a) of the Securities Exchange Act of 1934, as amended, requires the Company's
      directors and executive officers, and persons who own more than 10% of a
      registered class of our equity securities, to file with the SEC initial reports
      of ownership and reports of changes in ownership of common stock and other
      of
      our equity securities. These insiders are required by SEC regulations to furnish
      us with copies of all Section 16(a) forms they file, including Forms 3, 4 and
      5.
      To our knowledge, during the calendar year ended December 31, 2007, there were
      no late filings.





**Code
      of Ethics**




We
      have
      not yet adopted a Code of Ethics for our executive officers.




14


**ITEM
      11.**  **EXECUTIVE
      COMPENSATION**




The
      following is a summary of the compensation we paid to our former Chief Executive
      Officer, and current Chief Executive Officer, for the two years ended December
      31, 2007 and 2006. No executive officer received compensation in excess of
      $100,000 for any of those three years.





Name
                and
              Principal
              Position
            
            Fiscal
              Year
            
            Salary
              ($)
            
            Bonus
              ($)
            
            Stock
              Awards
              ($)
            
            Option
              Awards
              ($)
            
            Non-equity
                Incentive Plan Compensation
              ($)
            
            All
                Other Compensation
              ($)
            
            Total
              ($)Tim
                DeHerrera,
            
            
            2007
            
            $
            81,635
            
            
            
            
            $
            422,500
            
            
            
            
            
            
            
            
            
            
            $
            504,135Former
                CEO
            
            
            2006
            
            
            -
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            —Chris
                Dubeau
            
            
            2007
            
            $
            12,000
            
            
            
            
            $
            62,500
            
            
            
            
            
            
            
            
            
            
            $
            74,500CEO
            
            
            2006
            
            $
            128,205
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            $
            128,205








(1)
            Mr.
                DeHerrera served as CEO of the Company to January 11, 2008.****


The
        following stock awards to Mr Dubeau and Mr Deherrera are expected to be
        rescinded and cancelled:


Tim
      Deherrera 2007 stock issued 52,500,000 as retroactively restated for splits
      for
      an amount of $422,500.


Chris
      Dubeau 2007 stock issuances 7,500,000 as retroactively restated for splits
      for
      an amount of $62,500.




We
      have
      no employment agreements with our officers.





The
      following is a summary of the compensation we paid to our Directors for the
      two
      years ended December 31, 2007 and 2006.





***Compensation
      of Directors***





Name
                and
              Principal
              Position
            
            Fiscal
              Year
            
            Salary
              ($)
            
            Bonus
              ($)
            
            Stock
              Awards
              ($)
            
            Option
              Awards
              ($)
            
            Non-equity
                Incentive Plan Compensation
              ($)
            
            All
                Other Compensation
              ($)
            
            Total
              ($)Gerald
                Jacoby
            
            
            2007
            
            $
            22,500
            
            
            
            
            $
            62,500
            
            
            
            
            
            
            
            
            
            
            $
            85,0002006
            
            $
            13,000
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            $
            13,000Frederick
                Ganem
            
            
            2007
            
            
            
            
            
            
            
            $
            62,500
            
            
            
            
            
            
            
            
            
            
            $
            62,5002006
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            —




As
      of the
      date of this report, we have no formal or informal arrangements or agreements
      to
      compensate our directors for services they provide as directors.




**ITEM
      12.**  **SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
      MATTERS**





The
      following table sets forth as of the date of this report, certain information
      with respect to the beneficial ownership of our voting securities by (i) each
      person or group owning more than 5% of the Company’s securities, (ii) each
      director, (iii) each executive officer and (iv) all executive officers and
      directors as a group. The information presented in the table is based
      on 315,165,600 shares of common stock outstanding as of May 12,
      2008.


15




Name and
            
            
            
            Amount andAddress of
            
            Title of
            
            Nature of
              Beneficial
            
            Percent ofBeneficial Owner(1)
            
            Class
            
            Ownership
            
            ClassChristopher M. Dubeau(3)
            
            
            Common Stock
            
            
            7,500,000
            
            
            2.39
            %Tim
                DeHerrera
            
            
            Common
                Stock
            
            
            52,500,300
            
            
            16.6
            %Gerald
                Jacoby(3)
            
            
            Common
                Stock
            
            
            7,500,000
            
            
            2.39
            %Frederick
                Ganem(3)
            
            
            Common
                Stock
            
            
            7,500,000
            
            
            2.39
            %All
                Directors and Officers of the Company as a group
            
            
            Common
                Stock
            
            
            —
            
            
            23.77
            %Top
              Producers Real Estate(2)
            
            
            Common
                Stock
            
            
            60,000,000
            
            
            19
            %Intervision
              Network(2)
            
            
            Common
                Stock
            
            
            90,000,000
            
            
            28.5
            %





*
      - less
      than 1%





(1)
            The
                address of the officers and directors is 100 NE 80thTerrace, Miami, FL 33138(2)
            As
              of the date of this Registration Statement the shares are in the process
              of being returned to treasury.(3)
            In
              the Process of being returned to treasury as agreed to by the officers
              and
              directors.




Except
      as
      otherwise indicated each person has the sole power to vote and dispose of all
      shares of common stock listed opposite his name. Each person is deemed to own
      beneficially shares of common stock which are issuable upon exercise or warrants
      or options or upon conversion of convertible securities if they are exercisable
      or convertible within 60 days of the date of this report.




**ITEM
      13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
      INDEPENDENCE**





***Related
      Transactions***





Since
      January 1, 2007, we have engaged in the following transactions with related
      parties:





The
      following transactions were rescinded and the stock cancelled
      accordingly:





**2004**





In
      June
      2004, the Company issued 19,000,000 shares to an officer for the purchase of
      a
      related company.  The value was $3,970,000.





In
      November 2004 the Company issued 500,000 shares to an officer for compensation.
       The value was $575,000.





**2005**





In
      March
      2005 the Company issued 2,000,000 shares to an officer in a related party
      transaction acquiring equipment.  The value was $700,000.





**2006**





In
      January 2006 a director was issued 50,000 shares at a value of $20,500 for
      compensation expense.





In
      August
      2006 the Company issued 9,000,000 shares to an officer for compensation.
 The value was $2,370,000.





All
      common shares indicated above have been shown before any reverse or forward
      splits.





***Director
      Independence***





We
      do not
      believe we have any independent directors under the definition of “independent
      director” set forth in the Rules of NASDAQ, Marketplace Rule 4200(a)(15).




16





**Item
      14. Principal Accounting Fees and Services.**





The
      following lists fees billed by Bagell Josephs Levine CPAs, current auditors
      for
      the Company, for the years ended December 31, 2007 and 2006:




2007
            
            2006Audit
                Fees
            
            $
            38,348.00
            
            $
            38,500.00Audit
                Related Fees
            
            
            -
            
            
            -Tax
                Fees
            
            
            -
            
            
            -All
                Other Fees
            
            
            -
            
            
            -





**Part
      IV**





**Item
      15.**  **Exhibits,
      Financial Statement Schedules**





(a)
      Financial Statements





The
      following financial statements are included herewith:




PageReport
                of Independent Certified Public Accountants
            
            
            F-1Consolidated
                Balance Sheets
            
            
            F-2Consolidated
                Statements of Operations
            
            
            F-3Consolidated
                Statements of Stockholders’ Deficit
            
            
            F-4
                - F-5Consolidated
                Statements of Cash Flows
            
            
            F-6Notes
                to Consolidated Financial Statements
            
            
            F-7
                - F-18





(b)
      Reports on Form 8-K




None





(c)
      Exhibits





**Number**
            
            **Description**3.1
            
            Articles
                of Incorporation;3.2
            
            By-laws23.1
            
            Consent
                of Auditors dated March 31, 200831.1
            
            Certification
                of Christopher M. Dubeau pursuant to Exchange Act Rules 13a-14(a)
                and
                15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley
                Act of
                2002;




32.1
            
            Certification
                pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
                906 of
                the Sarbanes-Oxley Act of 2002;





17




**SIGNATURES**





Pursuant
      to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
      1934, the Registrant has duly caused this Report to be signed on its behalf
      by
      the undersigned, thereunto duly authorized.





**ATLANTIS TECHNOLOGY GROUP**Date:
                May 15, 2008
            By:
            /s/
                Christopher M. DubeauChristopher M. Dubeau, Chief Executive Officer(principal
                executive officer)By:
            /s/
                Christopher M. DubeauChristopher
                M. Dubeau, Chief Executive Officer(principal financial officer and principal accounting officer)




Pursuant
      to the requirements of Section 13 or 15(d) of 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 set forth below on May 15,
      2008.




/s/
                Christopher M. DubeauChristopher
                M. Dubeau, Chief Executive Officer, (principal executive officer)
                (principal financial officer and principal accounting officer)/s/
                Frederick GanemFrederick
                Ganem, Director/s/
                Gerald JacobyGerald
                Jacoby, Director




18







**ATLANTIS
      TECHNOLOGY GROUP**





**CONSOLIDATED
      FINANCIAL STATEMENTS**





**DECEMBER
      31, 2007 AND 2006**








**ATLANTIS
      TECHNOLOGY GROUP**


**CONSOLIDATED
      FINANCIAL STATEMENTS**


**DECEMBER
      31, 2007 AND 2006**





**INDEX
      TO FINANCIAL STATEMENTS**





**FINANCIAL
                STATEMENTS:**
            
            **Page(s)**Report
                of Independent Registered Public Accounting Firm
            
            
            1Consolidated
                Balance Sheets at December 31, 2007 and 2006
            
            
            2Consolidated
                Statements of Operations for the years endedDecember
                31, 2007 and 2006
            
            
            3Consolidated
                Statements of Changes in Stockholders’ (deficit)for
                the years ended December 31, 2007 and 2006
            
            
            4Consolidated
                Statements of Cash Flows for the years endedDecember
                31, 2007 and 2006
            
            
            5Notes
                to the Consolidated Financial Statements
            
            
            6
                - 20





**BAGELL,
      JOSEPHS, LEVINE & COMPANY, L.L.C.**


Certified
      Public Accountants





406
      Lippincott Drive


Suite
      J


Marlton,
      New Jersey 08053


(856)
      346-2828 Fax (856) 346-2882





**REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**





To
      the
      Board of Directors


Atlantis
      Technology Group





We
      have
      audited the accompanying consolidated balance sheets of Atlantis Technology
      Group, (the “Company”) as of December 31, 2007and 2006 and the related
      statements of operations, changes in stockholders’ equity (deficit), and cash
      flows for each of the years in the two-year period ended December 31, 2007.
      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 audits.





We
      conducted our audits in accordance with the standards of the Public Company
      Accounting Oversight Board (United States). Those standards require that we
      plan
      and perform the audits to obtain reasonable assurance about whether the
      financial statements are free of material misstatement. The Company is not
      required to have, nor were we engaged to perform, an audit of its internal
      control over financial reporting. Our audits included consideration of internal
      control over financial reporting as a basis for designing audit procedures
      that
      are appropriate in the circumstances, but not for the purpose of expressing
      an
      opinion on the effectiveness of the Company’s internal control over financial
      reporting. Accordingly, we express no such opinion. An audit also includes
      examining, on a test basis, evidence supporting the amounts and disclosures
      in
      the financial statements, assessing the accounting principles used and
      significant estimates made by management, as well as evaluating the overall
      financial statement presentation. We believe that our audits provide a
      reasonable basis for our opinion.





In
      our
      opinion, the consolidated financial statements referred to above present fairly,
      in all material respects, the financial position of Atlantis Technology Group,
      as of December 31, 2007 and 2006, and the results of its operations and its
      cash
      flows for each of the years in the two-year period ended December 31, 2007
      in
      conformity with accounting principles generally accepted in the United States
      of
      America.





The
      accompanying consolidated  financial
      statements have been prepared assuming the Company will continue as a going
      concern. As discussed in Note 7 to the financial statements, the Company has
      sustained recurring net operating losses for the years ended December 31, 2007
      and 2006 and has substantial accumulated deficits. Unless the Company is
      successful in generating new sources of revenue, or obtaining debt or equity
      financing, or restructuring its business, the Company will deplete its working
      capital during 2008. These matters raise substantial doubt about the Company’s
      ability to continue as a going concern. Management’s plan in regard to these
      matters is also described in Note 7. The financial statements do not include
      any
      adjustments that might result from the outcome of this uncertainty.





As
      discussed in note 9 the financial statements for 2006 have been restated.





/s/
      BAGELL, JOSEPHS, LEVINE & COMPANY, L.L.C.


Bagell,
      Josephs, Levine & Company, L.L.C.


Marlton,
      New Jersey





April
      30,2008


1





**ATLANTIS
      TECHNOLOGY GROUP**


**CONSOLIDATED
      BALANCE SHEET**


**DECEMBER
      31, 2007 AND 2006**




**ASSETS**




**Restated****2007**
            
            **2006****ASSETS**Cash
            
            $
            1,441
            
            $
            5,939**Total
                assets**
            
            $
            1,441
            
            $
            5,939**LIABILITIES
                AND STOCKHOLDERS' (DEFICIT)****LIABILITIES**Accounts
                payable and accrued expenses
            
            $
            65,840
            
            $
            18,112**Total
                liabilities**
            
            
            65,840
            
            
            18,112**STOCKHOLDERS'
                (DEFICIT)**Preferred
                stock A, $.001 par value, authorized 1,000,000 shares at December
                31, 2007
                and 2006, no shares issued
            
            
            -
            
            
            -Preferred
                stock B, $.001 par value, authorized 1,000,000 shares at December
                31, 2007
                and 2006, no shares issued
            
            
            -
            
            
            -Common
                stock, $.001 par value, authorized 500,000,000 and 200,000,000 shares
                at
                December 31, 2007 and 2006 and 315,165,600 and 790,565 shares issued
                and
                outstanding at December 31, 2007 and 2006
            
            
            315,166
            
            
            791Deposit
            
            
            (2,500,000
            )
            
            -Subscription
                receivable
            
            
            (79,300
            )
            
            -Additional
                paid-in capital
            
            
            5,506,180
            
            
            2,340,832Accumulated
                deficit
            
            
            (3,306,445
            )
            
            (2,353,796
            )**Total
                stockholders' (deficit)**
            
            
            (64,399
            )
            
            (12,173
            )**Total
                liabilities and stockholders' (deficit)**
            
            $
            1,441
            
            $
            5,939





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


2





**ATLANTIS
      TECHNOLOGY GROUP**


**CONSOLIDATED
      STATEMENTS OF OPERATIONS**





**Restated****For the year**
            
            **for the year****ended December 31,**
            
            **ended December 31,****2007**
            
            **2006****REVENUE:**Sales
            
            $
            -
            
            $
            -**OPERATING
                EXPENSES:**Compensation
                and other
            
            
            93,635
            
            
            128,205Stock
                based compensation and fees
            
            
            619,000
            
            
            -Professional
                fees and other
            
            
            102,928
            
            
            46,260General
                and administrative expenses
            
            
            137,086
            
            
            13,962Total
                operating expenses
            
            
            952,649
            
            
            188,427**NET
                LOSS BEFORE PROVISION FOR INCOME TAXES**
            
            
            (952,649
            )
            
            (188,427
            )Provision
                for income taxes
            
            
            -
            
            
            -**NET
                LOSS APPLICABLE TO COMMON SHARES**
            
            $
            (952,649
            )
            $
            (188,427
            )**NET
                LOSS PER BASIC AND DILUTED SHARES**
            
            $
            (0.01
            )
            $
            (1.43
            )**WEIGHTED
                AVERAGE NUMBER OF BASIC COMMON SHARES OUTSTANDING**
            
            
            148,793,513
            
            
            132,004





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


3





**ATLANTIS
      TECHNOLOGY GROUP**


**CONSOLIDATED
      STATEMENTS OF CHANGES IN STOCKHOLDERS' (DEFICIT)**


**FOR
      THE YEARS ENDED DECEMBER 31, 2007 AND 2006**





**Common
                Stock****Description**
            
            **Shares**
            
            **Amount**
            
            **Additional**
              **Paid
                - In Capital**
            
            **Subscription**
              **Receivable**
            
            **Deposit**
            
            **Accumulated**
              **Deficit**
            
            **Total****Balance,
                January 1, 2006 - restated**
            
            
            40,565
            
            $
            41
            
            $
            2,163,832
            
            $
            (9,500
            )
            
            
            
            $
            (2,165,369
            )
            $
            (10,996
            )Issuance
                of shares for services
            
            
            20,500
            
            
            21
            
            
            1,520,479
            
            
            -
            
            
            
            
            
            -
            
            
            1,520,500Issuance
                of shares for services - Rescinded
            
            
            (20,500
            )
            
            (21
            )
            
            (1,520,479
            )
            
            -
            
            
            
            
            
            -
            
            
            (1,520,500
            )Issuance
                of shares for cash
            
            
            75,000
            
            
            75
            
            
            162,998
            
            
            -
            
            
            
            
            
            -
            
            
            163,073Issuance
                of common stock for compensation
            
            
            90,000
            
            
            90
            
            
            2,369,910
            
            
            -
            
            
            
            
            
            -
            
            
            2,370,000Issuance
                of shares for services - Rescinded
            
            
            (90,000
            )
            
            (90
            )
            
            (2,369,910
            )
            
            -
            
            
            
            
            
            -
            
            
            (2,370,000
            )Write
                off of subscription receivable
            
            
            -
            
            
            -
            
            
            -
            
            
            9,500
            
            
            
            
            
            -
            
            
            9,500Issuance
                of shares for cash
            
            
            675,000
            
            
            675
            
            
            14,002
            
            
            
            
            
            
            
            
            
            
            
            14,677Net
                loss for the year
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            
            
            
            (188,427
            )
            
            (188,427
            )**Balance,
                December 31, 2006 - restated**
            
            
            790,565
            
            
            791
            
            
            2,340,832
            
            
            -
            
            
            
            
            
            (2,353,796
            )
            
            (12,173
            )Issuance
                of shares for cash
            
            
            88,180,000
            
            
            88,180
            
            
            272,543
            
            
            (79,300
            )
            
            
            
            
            -
            
            
            281,423Issuance
                of common stock for compensation
            
            
            75,745,035
            
            
            75,745
            
            
            534,255
            
            
            -
            
            
            
            
            
            -
            
            
            610,000Issuance
                of common stock for Deposit (to be cancelled)
            
            
            150,000,000
            
            
            150,000
            
            
            2,350,000
            
            
            
            
            
            (2,500,000
            )
            
            
            
            
            -Issuance
                of shares for services
            
            
            450,000
            
            
            450
            
            
            8,550
            
            
            
            
            
            
            
            
            
            
            
            9,000(952,649
            )
            
            (952,649
            )**Balance,
                December 31, 2007**
            
            
            315,165,600
            
            $
            315,166
            
            $
            5,506,180
            
            $
            (79,300
            )
            $
            (2,500,000
            )
            $
            (3,306,445
            )
            $
            (64,399
            )





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


4





**ATLANTIS
      TECHNOLOGY GROUP**


**CONSOLIDATED
      STATEMENTS OF CASH FLOWS**





**Restated****For the year**
            
            **for the year****ended December 31,**
            
            **ended December 31,****2007**
            
            **2006****CASH
                FLOW FROM OPERATING ACTIVITIES**Net
                Loss
            
            $
            (952,649
            )
            $
            (188,427
            )**Adjustments
                to reconcile net income to net cash****(used
                in) operating activities:**
            
            
            .Common
                stock issued for compensation and services
            
            
            619,000
            
            
            -Write
                off, receivable
            
            
            -
            
            
            9,500Changes
                in assets and liabilities:Increase
                in accounts payable and other accrued payables, net of
                advances
            
            
            47,728
            
            
            6,844**Net
                cash (used in) operating activities**
            
            
            (285,921
            )
            
            (172,083
            )**CASH
                FLOWS FROM FINANCING ACTIVITIES:**Common
                stock issued for cash
            
            
            281,423
            
            
            177,750**Net
                cash provided by financing activities**
            
            
            281,423
            
            
            177,750**Net
                increase (decrease) in cash for the year**
            
            
            (4,498
            )
            
            5,667**Cash
                beginning of year**
            
            
            5,939
            
            
            272**Cash
                end of the year**
            
            $
            1,441
            
            $
            5,939**SUPPLEMENTAL
                DISCLOSURE OF CASH FLOW INFORMATION:**Cash
                paid during the year for:Interest
                paid
            
            $
            -
            
            $
            -Income
                taxes paid
            
            $
            -
            
            $
            -**SUPPLEMENTAL
                SCHEDULE OF NONCASH ACTIVITY:**Issuance
                of common stock for compensation and fee
            
            $
            619,000
            
            $
            -





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


5





**ATLANTIS
      TECHNOLOGY GROUP**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**DECEMBER
      31, 2007 AND 2006**





**NOTE
              1-**
            **ORGANIZATION
                AND BUSINESS**




The
      Company was incorporated in the State of Delaware in December 1986 as Vision
      Technology International. They changed their name in 1992 to Medplus Corporation
      and in August 2003, changed its name to Atlantis Business Development
      Corporation. The Company had operated in the health care financing industry.
      The
      Company ceased all operations in 1998 and has little or no viable operations
      since that date. On October 11, 2007, the Company changed its name to Atlantis
      Technology Group.






On
      April
      20, 2003, the Company's Board of Directors voted to be regulated as a Business
      Development Company (“BDC”) pursuant to Section 54 of the Investment Company Act
      of 1940. A Business Development Company is an investment company designed to
      assist eligible portfolio companies with capital information. The decision
      to
      become a Business Development Company was made primarily to better reflect
      the
      Company's anticipated future business and developing relationships.






The
      Company elected to withdraw its status as BDC on September 10,
      2007.






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




On
      June
      1, 2007, the Company participated in a phone call with the SEC, primarily
      related to its operations as a BDC and its compliance with the requirements
      thereto. In response to the SEC’s phone call, the Company conducted a review of
      its compliance with the 1940 Act and determined that it was not in compliance
      with the 1940 Act. While the Company believed the BDC model was the right
      structure for it at the time that it elected such status, it has determined
      that, going forward, it should, consistent with its current balance sheet and
      structure, withdraw its election to be regulated as a BDC. The company withdrew
      it’s status as a BDC in September 2007.





As
      a
      result of determining that the Company should withdraw its election to be a
      regulated BDC, the Company on June 29, 2007 filed a form 14A proxy statement,
      and on August 16, 2007 an Amended 14A:





1.
            To
                elect all members of the Board of
                Directors.





2.
            To
                approve Bagell, Josephs, Levine and Company, LLC as the Company’s
                independent auditors for the coming
                year.


6





**ATLANTIS
      TECHNOLOGY GROUP**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**DECEMBER
      31, 2007 AND 2006**




**NOTE
              1-**
            **ORGANIZATION
                AND BUSINESS
                (CONTINUED)**





3.
            To
                approve granting the Board of Directors the authority to elect ,
                at the
                Board’s discretion, to withdraw the Company’s election to be regulated as
                a Business Development Company under Section 54 of the Investment
                Company
                Act of 1940.





4.
            To
                transact such other business as may properly come before the Special
                Meeting and any adjournment or postponement
                thereof.





This
      special meeting was held September 10, 2007 at the Company’s corporate offices
      in Colorado.




The
      withdrawal of the Company’s election to be regulated as a BDC under the 1940 Act
      will result in a significant change in the Company‘s required method of
      accounting. BDC financial statement presentation and accounting utilizes the
      value method of accounting used by investment companies, which allows BDC’s to
      recognize their income and value their investments at market value as opposed
      to
      historical cost. In addition, majority-owned subsidiaries are not consolidated;
      rather, investments in those subsidiaries are reflected on the balance sheet
      as
      an investment in a majority-owned portfolio company at fair value. The election
      to withdraw was approved.





In
      reviewing its compliance procedures the Company determined that it never
      appointed a Chief Compliance Officer. In the absence of an active Chief
      Compliance Officer, there can be no assurance that the compliance rules of
      the
      1940 Act were not violated.


7


**ATLANTIS
      TECHNOLOGY GROUP**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**DECEMBER
      31, 2007 AND 2006**





**NOTE
              1-**
            **ORGANIZATION
                AND BUSINESS
                (CONTINUED)**





Specifically,
      the Company determined that it had, among other things: failed to adequately
      disclose the process of valuing its portfolio securities in 2004 and 2005;
      issued shares for services and compensation provided to the Company; failed
      to
      have a majority of directors that were not interested persons of the Company;
      conducted transactions with certain affiliates or a related party; and neglected
      to adopt compliance policies and procedures.





The
      Company acknowledges that they have not been presenting their financial
      statements in accordance with the Act of 1940. Specifically, the Company had
      been recording the activity in 2004 and 2005 of its wholly owned subsidiaries
      in
      a consolidated format. There have been no other operating subsidiaries in the
      Company since September 2005.





The
      fundamental nature of the BDC is to invest in a portfolio of securities, with
      the goal of achieving gains on appreciation and dividend income, not that of
      ownership and management of an operating business, with the goal of generating
      income from the operations of those businesses.





The
      Company filed an 8K on June 28, 2007 stating that the Board of Directors
      determined, based on a recommendation of its independent auditors, that its
      financial statements for the period ended December 31, 2006, 2005 and 2004
      will
      need to be restated. The Company’s Board of Directors has determined that
      certain of its disclosures and treatment of certain accounting transactions
      were
      not sufficient to comply with auditing and reporting standards under the
      Investment Company Act of 1940.


8


**ATLANTIS
      TECHNOLOGY GROUP**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**DECEMBER
      31, 2007 AND 2006**








**NOTE
              1-**
            **ORGANIZATION
                AND BUSINESS
                (CONTINUED)**





The
      Board
      reviewed the facts surrounding these compliance failures and their implications
      for the Company. Ultimately, the Board caused the Company to take certain steps
      to remediate the compliance failures as follows:





1.
            Rescinded
                and cancelled common stock shares issued for services, compensation
                and
                transactions with related parties. (See Note 4). The majority of
                the
                shares issued for the above were cancelled going back to June
                2004.





2.
            Restating
                its financial statements.





3.
            Filed
                a proxy to withdraw from a BDC status. The election was approved
                September
                10, 2007.





The
      Company has informed the SEC Staff of these steps. However, these efforts may
      not fully cure all of the 1940 Act compliance deficiencies currently affecting
      the Company and it is unclear how those deficiencies will impact the Company
      in
      the future. The Company’s significant compliance and remediation costs, in terms
      of both time and dollars, have operated as an encumbrance on the Company’s
      resources.




The
      Company’s violations of the 1940 Act may cause the Company to incur certain
      liabilities. Such liabilities cannot be estimated by management as of this
      time,
      but may include regulatory enforcement actions. However, such liabilities,
      if
      incurred, could have a significant impact on the Company’s ability to continue
      as a going concern.




The
      Company made an offer of settlement with The Securities and Exchange Commission
      in February 2008 (see note10).




9


**ATLANTIS
      TECHNOLOGY GROUP**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**DECEMBER
      31, 2007 AND 2006**




**NOTE
              2-**
            **SUMMARY
                OF SIGNIFICANT ACCOUNTING
                POLICIES**





**Use
      of Estimates**





The
      preparation of financial statement in conformity with accounting principles
      generally accepted in the United States of America requires management to make
      estimates and assumptions that affect the reported amounts of assets and
      liabilities and disclosure of contingent assets and liabilities at the date
      of
      the financial statements and the reported amounts of revenues and expenses
      during the reporting period. Actual results could differ from those
      estimates.





**Cash
      and Cash Equivalents**





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





At
      December 31, 2006, The Company maintained cash and cash equivalent balances
      at a
      financial institution that is insured by the Federal Deposit Insurance
      Corporation, whose amounts do not exceed the insured limit of
      $100,000.








**Fair
      Value of Financial Instruments**





The
      carrying amounts reported in the balance sheet for cash and accrued expenses
      approximate fair value because of the immediate or short-term maturity of these
      financial statements.





**Investments –
      Valuation**





The
      Company values its investments at fair value. The Company’s only investment is a
      percentage of a private company. The Company determines fair value to be the
      amount for which an investment could be exchanged in an orderly disposition
      over
      a reasonable period of time between willing parties other than in a forced
      on
      liquidation sale. At December 31, 2007 and 2006 the Company held 34% ownership
      of a private start up company. The fair market value as determined by the Board
      of Directors to be zero.


10




**ATLANTIS
      TECHNOLOGY GROUP**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**DECEMBER
      31, 2007 AND 2006**




**NOTE
              2-**
            **SUMMARY
                OF SIGNIFICANT ACCOUNTING POLICIES
                (CONTINUED)**





**Income
      Taxes**





The
      Company has adopted the provisions of Financial Accounting Standards Board
      Statement No. 109, Accounting for Income Taxes. The Company accounts for income
      taxes pursuant to the provisions of the Financial Accounting Standards Board
      Statement No. 109, Accounting for Income Taxes, which requires an asset and
      liability approach to calculating deferred income taxes. The asset and liability
      approach requires the recognition of deferred tax liabilities and assets for
      the
      expected future tax consequences of temporary differences between the carrying
      amounts and the tax basis of assets and liabilities.





**Principles
      of Consolidation**





The
      consolidated financial statements include the accounts of the Company and its
      subsidiaries. All material intercompany transactions have been eliminated in
      consolidation.





The
      Company has the following inactive subsidiaries:





1.
            Atlantis
                Media Group


2.
            Atlantis
                Communications Group


3.
            Atlantis
                Energy Corporation




11


**ATLANTIS
      TECHNOLOGY GROUP**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**DECEMBER
      31, 2007 AND 2006**




**NOTE
              2-**
            **SUMMARY
                OF SIGNIFICANT ACCOUNTING POLICIES
                (CONTINUED)**




**Earnings
      per Common Share**





Basic
      earnings per share is calculated by dividing net income attributable to common
      stockholders by the weighted average number of outstanding common shares during
      the year.  Basic earnings per share exclude any dilutive effects of
      options, warrants and other stock-based compensation, which are included in
      diluted earnings per share.





The
      following is a reconciliation of the computation for basic and diluted EPS
      for
      the years ended December 31, 2007 and 2006:





Restated2007
            
            2006Net
                Loss
            
            $
            (952,649
            )
            $
            (188,428
            )Weighted
                average common shares outstanding (Basic)
            
            
            148,793,513
            
            
            132,004Weighted
                average common stock equivalentsStock
                Options
            
            
            -
            
            
            -Warrants
            
            
            -
            
            
            -Weighted
                average common shares outstanding (Diluted)
            
            
            148,793,513
            
            
            132,004




12


**ATLANTIS
      TECHNOLOGY GROUP**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**DECEMBER
      31, 2007 AND 2006**




**NOTE
              2-**
            **SUMMARY
                OF SIGNIFICANT ACCOUNTING POLICIES
                (CONTINUED)**




**Reclassifications**




Certain
      amounts for the year ended December 31, 2006 have been reclassified to conform
      to the presentation of the December 31, 2007 amounts. The reclassifications
      have
      no effect on the net loss for the year ended December 31, 2006.





**NOTE
              3-**
            **INVESTMENTS**





The
      Company in September 2006 incorporated a Nevada wholly owned subsidiary named
      Eftas Inc. The Company on or about April 12, 2007 transferred 66% of the company
      to an unrelated company. Since it could not finish the project, the Company
      felt
      that retaining a 34% ownership was more beneficial to its shareholders as they
      didn’t have the resources to develop the company. EFTAS (Employment for the
      Annual Services) is a company dedicated to assist military personnel seek jobs
      through an electronic website.





**List
      of Investments**





Eftas,
                Inc.
            
            Common shares held
            
            Percentage
              Owned
            
            Cost
            
            Fair Value23,800,000
            
            
            34
            %
            
            Internally
              developed
              before
              transfer
            
            $
            -0-


13




**ATLANTIS
      TECHNOLOGY GROUP**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**DECEMBER
      31, 2007 AND 2006**




**NOTE
              4-**
            **STOCKHOLDERS'
                (DEFICIT)**




On
      December 31, 2007 and 2006 the Company has 500,000,000 shares of common stock
      authorized at a par value of $.001, and 315,165,600 and 790,565 shares issued
      and outstanding, respectively.




On
      October 11, 2007 the Company has authorized the creation of Series A and Series
      B preferred stock, designate and irrevocably reserve one million of the
      Company’s total authorized capital for both, with a par value of
      $.001.





**Stock
      Transactions for 2006 - retroactively restated for stock
      splits**





The
      Company issued 75,000 retroactively restated shares of stock and 675,000 shares
      of its stock for cash of $177,750.





The
      Board
      of Directors on August 18, 2006 voted to effectuate a 100 to 1 reverse stock
      split.





**Stock
      Transactions for 2007- retroactively restated for stock
      splits**





The
      Company issued 88,180,000 retroactively restated shares of its stock for cash
      totaling $281,243.




The
      Company issued 75,745,035 retroactively restated shares to its officers and
      directors valued at $610,000.





The
      Company issued 450,000 retroactively restated shares for services valued at
      $9,000.





The
      Company issued 150,000,000 retroactively restated shares for a deposit on new
      Business Ventures valued at $2,500,000.





**Stock
      splits for 2007**





The
      Board
      of Directors on May 29, 2007 voted to effectuate a 100 to1 reverse stock
      split.





The
      Board
      of Directors on October 23, 2007 voted to effectuate a 1 to 100 forward stock
      split.





The
      Board
      of Directors on November 28, 2007 voted to effectuate a 1 to 3 forward stock
      split.


14


**ATLANTIS
      TECHNOLOGY GROUP**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**DECEMBER
      31, 2007 AND 2006**




**NOTE
              5-**
            **STOCKHOLDERS’
                (DEFICIT) (CONTINUED)**




The
      following transactions were rescinded and the stock cancelled accordingly in
      August 2007. The financial statements have been retroactively restated to
      reflect the cancellations of those transactions.





**2004**


In
      June
      2004, the Company issued 5,700 retroactively restated shares to an officer
      for
      the purchase of a related company. The value was $3,970,000





In
      November 2004 the Company issued 15,000 retroactively restated shares to an
      officer for compensation. The value was $575,000.





**2005**


In
      March
      2005 the Company issued 20,000 retroactively restated shares to an officer
      in a
      related party transaction acquiring equipment. The value was
      $700,000.





**2006**


In
      January 2006 shares were issued to a director and for an acquisition that did
      not occur. There were 20,500 retroactively restated shares at a value of
      $1,520,500.





In
      August
      2006 the Company issued 90,000 retroactively restated shares to an officer
      for
      compensation. The value was $2,370,000.





There
      may
      be other shares that the Company is attempting to recover from previous
      issuances.




**NOTE
              6-**
            **STOCK
                ISSUANCE FOR DEPOSITS******




The
      Company issued 150,000,000 retroactively restated shares for a deposit on new
      Business Ventures valued at $2,500,000.The stock has been returned but not
      cancelled. The Transfer agent is owed money, and when the outstanding balance
      is
      satisfied all the cancellations will be made, as the companies are not going
      forward with the ventures.


15


**ATLANTIS
      TECHNOLOGY GROUP**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**DECEMBER
      31, 2007 AND 2006**





**NOTE
              7-**
            **PROVISION
                FOR INCOME TAXES**




The
      Company did not provide for income taxes for the years ended December 31, 2007
      and 2006. Additionally, the Company established a valuation allowance equal
      to
      the full amount of the deferred tax assets due to the uncertainty of the
      utilization of the operating losses in future periods.




At
      December 31, 2007 and 2006 the deferred tax assets consists of the
      following:





2007
            
            2006Deferred
                taxes due to net effects of operating loss carryforwards
            
            $
            992,000
            
            $
            706,000Less:
                Valuation Allowance
            
            
            (992,000
            )
            
            (706,000
            )Net
                deferred tax asset
            
            $
            -
            
            $
            -





At
      December 31, 2007 and 2006, the Company had federal net operating loss
      carryforwards in the approximate amounts of $3,307,000 and $2,350,000 available
      to offset future taxable income. The Company established valuation allowances
      equal to the full amount of the deferred tax assets due to the uncertainty
      of
      the utilization of the operating losses in future periods.


16





**ATLANTIS
      TECHNOLOGY GROUP**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**DECEMBER
      31, 2007 AND 2006**





**NOTE
              7-**
            **GOING
                CONCERN******





As
      reflected in the financial statements, the Company had no investment income
      as a
      BDC and is subject to certain contingencies as discussed in Notes 1 and 8 which
      could have a material impact on the Companies financial condition and
      operations.





The
      ability of the Company to continue as a going concern is dependent on the
      Company’s ability to raise capital and going forward, generate revenues and cash
      flow. The Company withdrew as a BDC and will not be raising money through Form
      1-E. The financial statements included in this report do not include any
      adjustments that might be necessary if the Company is unable to continue as
      a
      going concern.





The
      time
      required for the Company to become profitable is highly uncertain, and we cannot
      assure that we will achieve or sustain profitability or generate sufficient
      cash
      flow from operations to execute a new business plan. If required, our ability
      to
      obtain additional financing from other sources also depends on many factors
      beyond our control, including the state of the capital markets and the prospects
      for our business. The necessary additional financing may not be available to
      us
      or may be available only on terms that would result in further dilution to
      the
      current owners of our common stock.


17





**ATLANTIS
      TECHNOLOGY GROUP**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**DECEMBER
      31, 2007 AND 2006**





**NOTE
              8-**
            **CONTINGENCY
                AND UNCERTAINTIES**





As
      previously discussed in Note 1, the Company received a phone call from the
      SEC,
      primarily related to its operations as a BDC and its compliance with the
      requirements thereto. In response to the SEC’s call, the Company conducted a
      review of its compliance with the 1940 Act and determined that it was not in
      compliance with the 1940 Act. While the Company believed the BDC model was
      the
      right structure for it at the time that it elected such status, it has
      determined that, going forward, it should, consistent with its current balance
      sheet and structure, withdraw its election to be regulated as a
      BDC.





The
      withdrawal of the Company’s election to be regulated as a BDC under the 1940 Act
      will result in a significant change in the Company‘s required method of
      accounting. BDC financial statement presentation and accounting utilizes the
      value method of accounting used by investment companies, which allows BDCs
      to
      recognize income and value their investments at market value as opposed to
      historical cost. In addition, majority-owned subsidiaries are not consolidated.
      The Company accounts for these subsidiaries as investments on the balance sheet
      at fair value. The Company may face certain contingent liabilities as a result
      of potential actions by the SEC or others against the Company. As of the date
      of
      this report, management could not reasonable estimate such contingent
      liabilities, if any. The outcome of the above matter could have a significant
      impact on our ability to continue as a going concern. The Company withdrew
      as a
      BDC on September 10, 2007.





*
      The
      Company made an offer of settlement with SEC (see note10).





**NOTE
              9-**
            **RESTATEMENT
                OF FINANCIAL
                STATEMENTS**





The
      Company has restated its financial statements for the years ended December
      31,
      2006. The Company did not reflect the proper reporting for a Business
      Development Company pursuant to section 54 of the Investment Company Act of
      1940. The Company is restating its financial statements to comply with those
      reporting requirements. Moreover, there were transactions that were rescinded
      by
      cancelling common stock for all periods shown in these statements. The financial
      statements have been retroactively restated to remove the cancelled
      transactions.


18





**ATLANTIS
      TECHNOLOGY GROUP**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**DECEMBER
      31, 2007 AND 2006**





**NOTE
              9-**
            **RESTATEMENT
                OF FINANCIAL STATEMENTS
                (CONTINUED)**





**For
                12/31/06**
            
            Originally Filed
            
            RestatedFor the year
            
            For the yearended December 31,
            
            ended December 31,2006
            
            2006Assets
            
            $
            5,939
            
            $
            5,939Liabilities
            
            
            18,112
            
            
            18,112Stockholders'
                (Deficit)
            
            
            (12,173
            )
            
            (12,173
            )Total
                Liabilities and Stockholders' (Deficit)
            
            $
            5,939
            
            $
            5,939Net
                Asset (Loss) Value Per Share
            
            $
            (0.00
            )
            $
            (0.02
            )





Originally Filed
            
            RestatedFor the year
            
            For the yearended December 31,
            
            ended December 31,2006
            
            2006OPERATING
                EXPENSES:
            
            
            4,152,062
            
            
            188,428TOTAL
                OTHER (EXPENSES)
            
            
            (732,000
            )
            
            -(LOSS)
                FROM CONTINUING OPERATIONS
            
            
            (4,884,062
            )
            
            (188,428
            )Net
                (decrease) in net assets resulting from operations
            
            $
            (4,884,062
            )
            $
            (188,428
            )Net
                (decrease) in net assets from operations per share, basic and
                diluted
            
            $
            (1.96
            )
            $
            (1.43
            )Weighted
                average number of shares outstanding, basic and diluted
            
            
            2,115,752
            
            
            132,004


19





**ATLANTIS
      TECHNOLOGY GROUP**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**DECEMBER
      31, 2007 AND 2006**





**NOTE
              10-**
            **SUBSEQUENT
                EVENT**





On
      February 11, 2008 The Company executed and submitted pursuant to Rule 240(a)
      of
      the Rules of Practice of the Securities and Exchange Commission (‘Commission”)
      [17 C.F.R § 201.240(a)] an Offer of settlement (“Offer”) in anticipation of
      public administrative and cease-and -desist proceedings to be instituted against
      it by the Commission, pursuant to Section 8A of the Securities Act of 1933
      (“Securities Act”) and Section 9(f) of the Investment Company act of 1940
      (“Investment Securities Act”).





The
      Company expects the offer to be calendared for consideration by the commission
      by June 2008.





In
      determination to accept the Offer, the Commission has considered remedial acts
      promptly undertaken by the Company and cooperation afforded the Commission
      staff.





The
      Company consented to the entry of an Order by the Commission imposing the
      following sanctions pursuant to Section 8A pursuant to Section 8A of the
      Securities Act, Section 9(f) of the Investment Company act and Rule 610(c)
      of
      Regulation E:





A.
            Atlantis
                shall cease and desist from committing or causing any violations
                and any
                future violations of section 17(g), 18(d), 23(a), 34(b), and 56(a)
                of the
                Investment Company Act and Rules 17g-1 and 38a-1
                thereunder.


B.
            The
                regulation E exemption as to Atlantis be, and hereby is, permanently
                suspended.


20