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 EXCHANGEACT OF 1934 For the fiscal year ended December 31, 2006 

 TRANSITION REPORT PURSUANT TOSECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 

For the transition period from ______________            to________________ Commission file number            ___________________________________ 

ATLANTIS BUSINESS DEVELOPMENT CORPORATION

****Nevada**
(State or other jurisdiction of    incorporation or organization) **95-4082020**
(I.R.S. Employer    Identification No.)**100 NE 80th    Terrace

Miami, FL**
(Address of    principal executive offices)**33138**
(Zip Code) 
Registrant's telephone number:
(305) 937-7776
Securities registered under    Section 12(b) of the Act: 
Common Stock, $.001 Par Value
Securities registered pursuant to    Section 12(g) of the Act:

Indicate by check mark if the registrant is a well-knownseasoned issuer, as defined in rule 405 of the Securities Act: [ ] Yes [X] No

Indicate by check mark whether the registrant is not requiredto file reports pursuant to Section 13 or 15(d) of the Act. [ ]

Indicate by check mark whether the issuer (1) filed allreports required to be filed by Section 13 or 15(d) of the Exchange Act duringthe preceding 12 months (or for such shorter period that the registrant wasrequired to file such reports), and (2) has been subject to such filingrequirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent filers inresponse to Item 405 of Regulation S-K is not contained herein, and will not becontained, to the best of registrant's knowledge, in definitive proxy orinformation statements incorporated by reference in Part III of this Form 10-Kor any amendment to this Form 10-K. [ ]

Indicate by check mark whether the registrant is a largeaccelerated filer, an accelerated filer, or a non-accelerated filer. Seedefinition of "accelerated filer and large accelerated filer" in Rule 12b-2 ofthe Exchange Act. (Check one): Large accelerated filer [ ] Accelerated filer [ ]Non-accelerated filer [x]

Indicate by check mark whether the registrant is a shellcompany (as defined in rule 12b-2 of the Exchange Act). Yes [ ] No [x]

The aggregate market value of the voting stock held by non-affiliates of theregistrant, based on the average bid and asked prices on the Over the CounterBulletin Board on March 15, 2007, and issued and outstanding stock of 5,954,000,was approximately $190,488. 

As of December 31, 2006, the Company had 5,954,000 shares issued andoutstanding of its common stock.
******TABLE OF CONTENTS**       **  ****PART I**   ITEM 1.  Business    ITEM 1A. Risk Factors   ITEM 1B. Unresolved Staff Comments      ITEM 2.  Properties   ITEM 3.  Legal Proceedings       ITEM 4.      Submission of Matters to a Vote of Security Holders       **PART II**   ITEM 5.  Market for Common Equity, Related Stockholder Mattersand    Issuer Purchases of Equity Securities   ITEM 6 Selected Financial Data  ITEM 7.  Management's Discussion and Analysis of Plan of Operation   ITEM 7A. Quantitative and Qualitative Disclosures about Market    Risk  ITEM 8.  Financial Statements and Supplementary Data   ITEM 9.  Changes In and Disagreements With Accountants on    Accounting and Financial Disclosure   ITEM 9A.  Controls and Procedures    ITEM 9B Other Information     **PART III****  ** ITEM 10. 
Directors, Executive Officers, and    Corporate Governance   
ITEM 11.  Executive Compensation    ITEM 12. 
Security    Ownership of Certain Beneficial Owners and Management and Related    Stockholder Matters  ITEM 13.  Certain Relationships and Related Transactions, and    Director Independence   ITEM 14.  Principal Accounting Fees and Services    **  ****PART IV**   ITEM 15.  Exhibits,    Financial Statement Schedules      Signatures    **PART I

Item 1.Description of Business.**
ATLANTIS BUSINESS DEVELOPMENT CORPORATION (the "Company") wasinitially incorporated as Vision Technology International in Delaware inDecember 1986 and changed its name to Medplus Corporation in 1992. In 2003, itchanged its name to Atlantis Business Development Corporation. The Company is areporting, publicly traded company that trades on the OTC Bulletin Board underthe symbol ABSD. In late 1992, the Company's primary business was patientfinancing through the Company's acquisition of Patient Plus, LincolnProfessional Services Corporation and Financial Health Network. In May 1998, theCompany drastically reduced operating its' patient finance operations and wentinto a minimum business operation mode seeking additional businessopportunities. During fiscal year 2003, Medplus relocated its headquarters fromColorado Springs, Colorado to an office in Red Bank, New Jersey. During fiscalyear 2004 the Company moved its headquarters to Miami, Fl. 

On April 20, 2003, the Company's Board of Directors voted to be regulated asa Business Development Company pursuant to Section 54 of the Investment CompanyAct of 1940. The decision to become a Business Development Company was madeprimarily to better reflect the Company's anticipated future business anddeveloping relationships. At a shareholders meeting held November 15, 2004,shareholders approved a proposal allowing the Board of Directors to withdrawtheir election to be treated as a business development company. No suchwithdrawal has been made at this time.

Accordingly, the Company is now a Business Development Company that haselected to be regulated pursuant to Section 54 of the Investment Company Act of1940. A Business Development Company is an investment company designed to assisteligible portfolio companies with capital formation. Business developmentcompanies are required to offer to accompany their investments with substantialand continuing management advice.

The Company may not elect to withdraw its election to be regulated asBusiness Development Company without a vote of the holders of a majority of theoutstanding voting securities. A majority of shareholders has authorized theCompany to proceed to withdraw its election; however, the Board of Directors hasnot approved such an action. The Company may, but is not required, to take acontrolling position in its investment companies. The Company's policy withrespect to any assets that are not required to be invested ineligible portfoliocompanies or other companies qualifying under Section 55 of the InvestmentCompany Act of 1940, as well as with respect to investing as part of a group, isto be left to the discretion of the Board of Directors. The Company will offermanagerial assistance to each of its portfolio companies and reserves the rightto be compensated by the portfolio companies at market rates for such servicesand possible equity ownership for such services.

We are subject to various risks which may materially harm ourbusiness, financial condition and results of operations. You should carefullyconsider the risks and uncertainties described below and the other informationin this filing before deciding to purchase our common stock. If any of theserisks or uncertainties actually occur, our business, financial condition oroperating results could be materially harmed. In that case, the trading price ofour common stock could decline and you could lose all or part of yourinvestment. 

RISKS RELATED TO OUR BUSINESS
**We Have Historically Lost Money and Losses May Continue in the Future**
We have historically lost money. As of the fiscal year ended December 31,2006, we sustained losses of $4,884,062. Future losses are likely to occur.Accordingly, we may experience significant liquidity and cash flow problems ifwe are not able to raise additional capital as needed and on acceptable terms.No assurances can be given that we will be successful in reaching or maintainingprofitable operations. 
**We Will Need to Raise Additional Capital to Finance Operations**
Our operations have relied almost entirely on external financing to fund ouroperations. Such financing has historically come from a combination ofborrowings from and sale of common stock and convertible debentures to thirdparties. We will need to raise additional capital to fund our anticipatedoperating expenses and future expansion. Among other things, external financingwill be required to cover our operating costs. We cannot assure you thatfinancing whether from external sources or related parties will be available ifneeded or on favorable terms. The sale of our common stock to raise capital maycause dilution to our existing shareholders. Our inability to obtain adequatefinancing will result in the need to curtail business operations. Any of theseevents would be materially harmful to our business and may result in a lowerstock price. 
**Our Common Stock May Be Affected By Limited Trading Volume and May FluctuateSignificantly**
Prior to this offering, there has been a limited public market for our commonstock and there can be no assurance that an active trading market for our commonstock will develop. As a result, this could adversely affect our shareholders'ability to sell our common stock in short time periods, or possibly at all. Ourcommon stock has experienced, and is likely to experience in the future,significant price and volume fluctuations which could adversely affect themarket price of our common stock without regard to our operating performance. Inaddition, we believe that factors such as quarterly fluctuations in ourfinancial results and changes in the overall economy or the condition of thefinancial markets could cause the price of our common stock to fluctuatesubstantially. 
**Our Common Stock is Deemed to be "Penny Stock," Which May Make it MoreDifficult For Investors to Resell Their Shares Due to Suitability Requirements**
Our common stock is deemed to be "penny stock" as that term is defined inRule 3a51-1 promulgated under the Securities Exchange Act of 1934. Penny stocksare stock: 

With a price of less than $5.00 per share;

That are not traded on a "recognized" national exchange;

Whose prices are not quoted on the NASDAQ automated quotation system (NASDAQlisted stock must still have a price of not less than $5.00 per share); or

In issuers with net tangible assets less than $2.0 million (if the issuer hasbeen in continuous operation for at least three years) or $5.0 million (if incontinuous operation for less than three years), or with average revenues ofless than $6.0 million for the last three years.

Broker-dealers dealing in penny stocks are required to provide potentialinvestors with a document disclosing the risks of penny stocks. Moreover,broker-dealers are required to determine whether an investment in a penny stockis a suitable investment for a prospective investor. These requirements mayreduce the potential market for our common stock by reducing the number ofpotential investors. This may make it more difficult for investors in our commonstock to sell shares to third parties or to otherwise dispose of them. Thiscould cause our stock price to decline. 
**We Could Fail to Retain or Attract Key Personnel**
Our future success depends, in significant part, on the continued services ofour officers and directors. We cannot assure you that we would be able to findan appropriate replacement for any of our key personnel. Any loss orinterruption of our key personnel's services could adversely affect our abilityto develop our business plan. We do not presently maintain key-man lifeinsurance policies on any of our officers or directors. 
**Nevada Law and Our Charter May Inhibit a Takeover of Our Company ThatStockholders May Consider Favorable**
Provisions of Nevada law, such as its business combination statute, may havethe effect of delaying, deferring or preventing a change in control of ourcompany. As a result, these provisions could limit the price some investorsmight be willing to pay in the future for shares of our common stock. 

RISKS RELATED TO OUR OPERATION AS A
**BUSINESS DEVELOPMENT COMPANY

We May Change Our Investment Policies Without Further Shareholder Approval**
Although we are limited by the Investment Company Act of 1940 with respect tothe percentage of our assets that must be invested in qualified investmentcompanies, we are not limited with respect to the minimum standard that anyinvestment company must meet, nor the industries in which those investmentcompanies must operate.
**Our Investments May Not Generate Sufficient Income to Cover Our Operations**
We intend to make investments into qualified companies that will provide thegreatest overall return on our investment. However, certain of those investmentsmay fail, in which case we will not receive any return on our investment. Inaddition, our investments may not generate income, either in the immediatefuture, or at all. As a result, we may have to sell additional stock, or borrowmoney, to cover our operating expenses.
***We have not made any investments into other companies. We have notyet made any investments into other companies, and thus we have virtually noassets. We need to raise capital before we can make investments into, and offermanagerial assistance to, other companies. We may not be successful in raisingcapital. In addition, if we are successful in raising capital, we may makeinvestments that turn out to be worthless.
***We have generated few revenues. We were incorporated in 1986 and havegenerated no revenue to date. Our primary activity to date has been developmentof our business plan, which has changed since our inception. Our success isdependent upon the successful development of our business model as a businessdevelopment company, as to which there is no assurance. Unanticipated problems,expenses and delays are frequently encountered in establishing a new business.These include, but are not limited to, inadequate funding, competition, andinvestment development. Our failure to meet any of these conditions would have amaterially adverse effect upon us and may force us to reduce or curtailoperations. We may not ever be profitable.
***We need to raise capital in order to fulfill our business plan. Todate we have relied on private funding from our founders and directors andshort-term borrowing to fund operations. We have generated no revenues and haveextremely limited cash liquidity and capital resources. Any equity financingscould result in dilution to our stockholders. Debt financing may result in highinterest expense. Any financing, if available, may be on unfavorable terms. Ifadequate funds are not obtained, we may be required to reduce or curtailoperations. 
***Investing in our stock is highly speculative and you could lose some or allof your investment. The value of our common stock may decline and may beaffected by numerous market conditions, which could result in the loss of someor the entire amount invested in our stock. The securities markets frequentlyexperience extreme price and volume fluctuations that affect market prices forsecurities of companies generally and very small capitalization companies inparticular.
***Investing in our stock may be in appropriate for your risk tolerance. Our planned investments into other companies, in accordance with our investmentobjective and principal strategies, result in a far above average amount of riskand volatility and may well result in loss of principal. 
***We will face a lot of competition, most of which is better capitalized andmore experienced than us. We will face competition in our investingactivities from private venture capital funds, investment affiliates of largeindustrial, technology, service and financial companies, small businessinvestment companies, wealthy individuals and foreign investors. As a regulatedbusiness development company ("BDC"), we are required to disclose quarterly thename and business description of portfolio companies and value of any portfoliosecurities. Most of our competitors are not subject to this disclosurerequirement. Our obligation to disclose this information could hinder ourability to invest in certain portfolio companies. Additionally, otherregulations, current and future, may make us less attractive as a potentialinvestor to a given portfolio company than a private venture capital fund.
***We are subject to regulatory risks as a business development company. We are subject to regulation as a BDC. The loans and other investments that weexpect to make in small business concerns are extremely speculative. Many ofthese concerns will be privately held. Even if a public market for theirsecurities later develops, the securities we purchase are likely to berestricted from sale or other transfer for significant periods of time. Thesesecurities will be very illiquid. 
***We plan to invest primarily in small, private companies. There aresignificant risks inherent in our planned venture capital business. We intend toinvest a substantial portion of our assets in early stage or start-up companies.These private businesses tend to be thinly capitalized, unproven small companieswith risky technologies that lack management depth and have not attainedprofitability or have no history of operations. Because of the speculativenature and the lack of a public market for these investments, there issignificantly greater risk of loss than is the case with traditional investmentsecurities. We expect that some of our investments will be a complete loss orwill be unprofitable and that some will appear to be likely to become successfulbut never realize their potential. We intend to be risk seeking rather than riskaverse in our approach to venture capital and other investments. Neither ourinvestments nor an investment in our stock is intended to constitute a balancedinvestment program. We intend to rely to a large extent upon proceeds from salesof investments rather than investment income to defray a significant portion ofour operating expenses. Such sales are unpredictable and may not occur. Theterrorist acts in the United States of September 11, 2001 are the type of eventsthat could severely impact a small company that does not have as many resourcesto ride out market downturns and would need immediate investment capital thatmight be temporarily unavailable.
***There will be no liquid market for our portfolio investments. Most ofour intended investments will be either equity securities acquired directly fromsmall companies or below investment grade subordinated debt securities. Ourportfolio of equity securities will usually be subject to restrictions on resaleor otherwise have no established trading market. The illiquidity of most of ourportfolio may adversely affect our ability to dispose of such securities attimes when it may be advantageous for us

Even if our portfolio companies are able to develop commercially viableproducts, the market for new products and services is highly competitive andrapidly changing. Commercial success is difficult to predict and the marketingefforts of our expected portfolio companies may not be successful.
***Our board of directors will value our portfolio investments. There istypically no public market of equity securities of the small privately heldcompanies in which we intend to invest. As a result, the valuation of the equitysecurities in our portfolio is likely to be stated at fair value as determinedby the good faith estimate of our Board of Directors. In the absence of areadily ascertainable market value, the estimated value of our portfolio ofsecurities may differ significantly, favorably or unfavorably, from the valuesthat would be placed on the portfolio if a ready market for the equitysecurities existed.
***Our quarterly results will fluctuate. Our quarterly operating resultscould fluctuate as a result of a number of factors. These factors include, amongother things, variations in and the timing of the recognition of realized andunrealized gains or losses, the degree to which portfolio companies encountercompetition in their markets and general economic conditions. As a result ofthese factors, results for any one quarter should not be relied upon as beingindicative of performance in future quarters.

 

Employees

---------

As of December 31, the Company had 2 full-time employees.
**Item 1B. Unresolved StaffComments**
There have been no comments issued by SEC staff which have not been resolvedas of the date of this filing.
**Item 2. Properties.**
The Company leases its office facilities in Miami under a month-to-monthlease agreement. The office space is fully utilized and management believes itto be suitable and adequate for it's reasonably foreseeable future untilexpansion is necessary.
**Item 3. LegalProceedings.**
None.
**Item4. Submission of Matters to a Vote of Security Holders.**
No matters were submitted to a vote of security holders during the fourthquarter of the year ended December 31, 2006.
**PART II****Item 5. Market for Registrant's Common Equity,Related Stockholder Matters and Issuer Purchases of Equity Securities.**
The Company's common Stock is traded on the OTC Bulletin Board under thesymbol ABSD. The high and low bid prices are set forth for the year endedDecember 31, 2006 by fiscal quarter on the following table:
Bid
High Bid
Low Bid   Quarter ended March 31, 2005
$ .47
$ .47Quarter ended June 30, 2005
.60
.08Quarter ended September 30, 2005
.33
.05Quarter ended December 31, 2005
.06
.03Quarter 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
.45
The foregoing prices represent high and low closing bid prices, which reflectquotations between dealers without adjustments for markups, markdowns orcommissions and may not represent actual transactions. The price also reflects areverse split of the Company's stock during 2004 and a reverse split of thecompany's common stock during August, 2006. The prices represented in thequarter ended September 30, 2003 and subsequent quarters reflect the 1 for 10stock reversal effectuated August 25, 2003. The prices represented in thequarter ended December 31, 2004 reflect the 1 for 100 stock reversal effectuatedNovember 26, 2004. The March 28, 2005, the closing price of the Company's commonstock on the OTC Bulleting Board was $1.25 bid and $1.30 asked. The pricesrepresented in the quarter ended September 30, 2006 and subsequent quartersreflect the 1 for 100 stock reversal effectuated August 21, 2006. As of December31, 2006 and to the best of the Company's knowledge, there were approximately2250 holders of its common stock, however the Company believes that there areover 150 holders of its common stock held in "street name" by brokers andclearing houses.

The Company has not declared any cash dividends on its common stock in thepast two years and has no present intention to pay cash dividends in theforeseeable future.
**Item 6. Selected Financial Data.**
The following table sets forth selected consolidated financial informationfor Atlantis Business Development as of and for each of the three years in theperiod ended December 31, 2006, and has been derived from our auditedconsolidated financial statements. 

 

The data set forth below should be read in conjunction with "Management'sDiscussion and Analysis of Financial Condition and Results of Operations" andour Consolidated Financial Statements and related notes. 

  **Year Ended December 31,  **2006
  **2005
  **2004(1)
  
  
  
                                    STATEMENT OF OPERATIONS DATA:      
         
         
       Net Revenues     $ 
-      $ 
-      $ 
-     Loss from continuing operations     $ 
(4,884,062)     $ 
(4,508,922)     $ 
(1,952,449    ) Gain (Loss) from    Discontinued Operations$ 
-)    $ 
(328,183) $ 
274,842PER SHARE DATA:      
         
         
       Basic and diluted    net loss per share of common stock:   
         
         
    Net increase (decrease) in net assets from continuing    operations, per share basic and diluted    $ 
(1.96)    $ 
(32.32)    $ 
(382.93)     Weighted average number of shares outstanding, basic and    diluted     
2,115,752       
139,523       
5,099     
 
**December 31,
  
  **2006
  
  **2005                                    BALANCE SHEET DATA:        
        
  Cash and cash equivalents     $ 
5,939    $ 
273Fixed assets - net     $ 
-    $ 
73,134Total assets      $ 
5,939    $ 
73,407Stockholders' equity (deficit)     $ 
(12,173)    $ 
62,193
(1)    Represents Transition Period from April 1, 2004 throughDecember 31, 2004
**Item 7. Management's Discussion and Analysisof Financial Condition and Results of Operation.**
The following is a discussion of the consolidated financial condition andresults of operations of the Company for the periods ended December 31, 2006 and2005 and for the transitional period ended December 31, 2004, , which should beread in conjunction with, and is qualified in its entirety by, the consolidatedfinancial statements and notes thereto included elsewhere in this report. 

For the period December 31, 2006, the Company incurred a net loss of$4,884,062, compared to a net loss of $4,920,680 for the period ended December31, 2005. The decrease in the net loss in 2006 is primarily attributable to adecrease in expenses.

RESULTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2006, 2005 AND FOR THETRANSITIONAL PERIOD DECEMBER 31, 2004.

REVENUES 

The company is not reporting any revenues as the company reclassified therevenues into discontinued operations. The company has spun off two wholly ownedsubsidiaries in the year ended 2005.

OPERATING EXPENSES 

For the periods presented the operating expenses were 4,152,062 for the yearended December 31, 2006, and 4,508,922 the year ended December 31, 2005. 

OTHER EXPENSES

For the periods presented the other expenses were $732,000 for the year endedDecember 31, 2006, compared with $83,575 for the year ended December 31, 2005due to the issuance of certain stock below fair market value, resulting in abeneficial interest expense.

LIQUIDITY AND CAPITAL RESOURCES 

The company has total assets of $ 5,939 at December 31, 2006. 

As of December 31, 2006, we have no long-term commitments or contingencies.

CRITICAL ACCOUNTING POLICY AND ESTIMATES 

Our Management's Discussion and Analysis of Financial Condition and Resultsof Operations section discusses our consolidated financial statements, whichhave been prepared in accordance with accounting principles generally acceptedin the United States of America. The preparation of these financial statementsrequires management to make estimates and assumptions that affect the reportedamounts of assets and liabilities at the date of the financial statements andthe reported amounts of revenues and expenses during the reporting period. On anon-going basis, management evaluates its estimates and judgments, includingthose related to revenue recognition, accrued expenses, financing operations,and contingencies and litigation. Management bases its estimates and judgmentson historical experience and on various other factors that are believed to bereasonable under the circumstances, the results of which form the basis formaking judgments about the carrying value of assets and liabilities that are notreadily apparent from other sources. Actual results may differ from theseestimates under different assumptions or conditions. The most significantaccounting estimates inherent in the preparation of our financial statementsinclude estimates as to the appropriate carrying value of certain assets andliabilities which are not readily apparent from other sources. These accountingpolicies are described at relevant sections in this discussion and analysis andin the notes to the consolidated financial statements included in this AnnualReport. 

OFF-BALANCE SHEET ARRANGEMENTS 

The Company has no off-balance sheet arrangements. 
**Item 7A. Quantitative and Qualitative Disclosures AboutMarket Risk.**
The Company's investment activities contain elements of risk. The portion ofthe Company's investment portfolio consisting of equity or equity-linked debtsecurities in private companies is subject to valuation risk. Because there istypically no public market for the equity and equity-linked debt securities inwhich it invests, the valuation of the equity interest in the portfolio isstated at "fair value" and determined in good faith by the Board of Directors ona quarterly basis in accordance with the Company's investment valuation policy.

In the absence of a readily ascertainable market value, the estimated valueof the Company's portfolio may differ significantly from the value that would beplaced on the portfolio if a ready market for the investments existed. Anychanges in valuation are recorded in the Company's consolidated statement ofoperations as "Net unrealized appreciation (depreciation) on investment".

At times a portion of the Company's portfolio may include marketablesecurities traded in the over-the-counter market. In addition, there may be aportion of the Company's portfolio for which no regular trading market exists.In order to realize the full value of a security, the market must trade in anorderly fashion or a willing purchaser must be available when a sale is to bemade. Should an economic or other event occur that would not allow the marketsto trade in an orderly fashion the Company may not be able to realize the fairvalue of its marketable investments or other investments in a timely manner.

As of December 31, 2006, the Company did not have any off-balance sheetinvestments or hedging investments.
*Impact of Inflation*
The Company does not believe that its business is materially affected byinflation, other than the impact inflation may have on the securities markets,the valuations of business enterprises and the relationship of such valuation tounderlying earnings all of which will influence the value of the Company'sinvestments.
**Item 8. Financial Statements andSupplementary Data.**
Financial statements for the year ended December 31, 2006 are included asexhibits hereto.

 

 

 

 

 

 

 

 

 

 

 
**ATLANTIS BUSINESSDEVELOPMENT CORPORATION

 

CONSOLIDATED AUDITEDFINANCIAL STATEMENTS

 

FOR THE YEARS ENDEDDECEMBER 31, 2006 AND 2005 AND THE

 

TRANSITIONAL PERIODAPRIL 1, 2004 TO DECEMBER 31, 2004**
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
**ATLANTIS BUSINESSDEVELOPMENT CORPORATION

FOR THE YEARS ENDEDDECEMBER 31, 2006, 2005 AND

THE TRANSITIONALPERIOD APRIL 1, 2004 TO

DECEMBER 31, 2004

 

INDEX TO CONSOLIDATEDFINANCIAL STATEMENTS**
 

 

 
**CONSOLIDATED FINANCIAL STATEMENTS:                                                                                                                    Page(s)
Report of Independent Registered Public Accounting Firm                                                                                                              1 

Consolidated balance sheets at December 31, 2006  and 2005                                                                                                        2

Consolidated statement of operations for  the years ended

     December 31,  2006, 2005 and the transitional period 

     April 1, 2004 to  December 31, 2004                                                                                                                                        3 

 

  Consolidated statements of changes in stockholders' equity (deficit)

      for the years ended December 31, 2006, 2005 and the transitional 

      period April 1, 2004 to December 31, 2004                                                                                                                           4-5 

 

Consolidated  statements of cash flows for the years ended 

      December 31, 2006, 2005 and the transitional period April 1, 2004 

      to December 31, 2004                                                                                                                                                             6

Notes to the consolidated financial statements                                                                                                                              7-20

 

 

 

 

 

 

 

 

 

 

 

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

Certified PublicAccountants

 

High Ridge Commons

Suites 400-403

200 Haddonfield BerlinRoad

Gibbsboro, New Jersey08026

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

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 **
To the Board of Directors

Atlantis Business DevelopmentCorporation

We have audited the accompanying consolidated balance sheetsof Atlantis Business Development Corporation, (the "Company") as of December 31,2006 and 2005, and the related consolidated statements of operations, changes instockholders' equity (deficit), and consolidated cash flows for each of theyears in the two-year period ended December 31, 2006 and the transitional periodApril 1, 2004 to December 31, 2004. These consolidated financial statements arethe responsibility of the Company's management. Our responsibility is to expressan opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards ofthe Public Company Accounting Oversight Board (United States). Those standardsrequire that we plan and perform the audits to obtain reasonable assurance aboutwhether the consolidated financial statements are free of material misstatement.The Company is not required to have, nor were we engaged to perform, an audit ofits internal control over financial reporting. Our audits included considerationof internal control over financial reporting as a basis for designing auditprocedures that are appropriate in the circumstances, but not for the purpose ofexpressing an opinion on the effectiveness of the Company's internal controlover financial reporting. Accordingly, we express no such opinion. An audit alsoincludes examining, on a test basis, evidence supporting the amounts anddisclosures in the financial statements, assessing the accounting principlesused and significant estimates made by management, as well as evaluating theoverall financial statement presentation. We believe that our audits provide areasonable basis for our opinion.

In our opinion, the consolidated financial statementsreferred to above present fairly, in all material respects, the financialposition of Atlantis Business Development Corporation, as of December 31, 2006and 2005, and the results of its operations and its cash flows for each of theyears in the two-year period ended December 31, 2006 and the transitional periodApril 1, 2004 to December 31, 2004 in conformity with accounting principlesgenerally accepted in the United States of America.

The accompanying consolidated financial statements have beenprepared assuming the Company will continue as a going concern. As discussed inNote 7 to the consolidated financial statements, the Company has sustainedrecurring net operating losses for the years ended December 31, 2006, 2005 andthe transitional period April 1, 2004 to December 31, 2004 and has substantialaccumulated deficits. Unless the Company is successful in generating new sourcesof revenue, or obtaining debt or equity financing, or restructuring itsbusiness, the Company will deplete its working capital during 2007. Thesematters raise substantial doubt about the Company's ability to continue as agoing concern. Management's plan in regard to these matters is also described inNote 7. The consolidated financial statements do not include any adjustmentsthat might result from the outcome of this uncertainty.

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

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

Gibbsboro, NJ 08026

 

March 15, 2007
**ATLANTIS BUSINESSDEVELOPMENT CORPORATION

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2006 AND2005**             ASSETS                        2006       2005                    ASSETS              Cash and cash equivalents          $         5,939         $            273         Fixed assets - net                          -                    73,134                               Total assets          $         5,939         $       73,407                                   LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)             LIABILITIES                Accounts payable and accrued expenses         $       18,112         $         6,023          Short-term debt - advances                          -                      5,245                               Total liabilities                   18,112                  11,268                            STOCKHOLDERS' EQUITY (DEFICIT)              Common stock, $.001 par value, authorized 200,000,000               shares at December 31, 2006 and 2005 and 5,954,000              140,138 shares issued and outstanding at December 31, 2006              and 2005, respectively                     5,954                       140          Subscription receivable                          -                    (9,500)         Additional paid-in capital            12,291,244             7,496,808          Accumulated deficit          (12,309,371)          (7,425,309)                             Total stockholders' equity (deficit)                (12,173)                 62,139                              Total liabilities and stockholders' equity (deficit)        $         5,939         $       73,407              Net Asset (Loss) Value Per Share          $         (0.00)        $           0.44        
 

The accompanying notes are an integral part of theseconsolidated financial statements

2

**ATLANTIS BUSINESSDEVELOPMENT CORPORATION**

**CONSOLIDATED**

**STATEMENTS OF OPERATIONS**

 
         (Reclassified)         For the transitional     For the year     For the year     period April 1, 2004     ended December 31,     ended December 31,     to December 31,     2006     2005     2004          REVENUE:               Sales     $                                -         $                               -         $                                    -                   Total revenue                                       -                                          -                                               -             COST OF SALES                                       -                                          -                                               -             GROSS PROFIT                                       -                                          -                                               -             OPERATING EXPENSES:           Impairment of goodwill                                       -                              4,383,960                                             -         Impairment of equipment                                55,926                                        -                                               -         Advertising expense                           1,500,000                                        -                                               -         Compensation                           2,434,675                                 63,250                                    685,699       Professional fees and other                                55,412                                 39,791                                 1,086,829       General and administrative expenses                              106,049                                 21,921                                      92,279       Rent and other expenses                                       -                                          -                                        66,274       Travel and meal expenses                                       -                                          21,368           Total operating expenses                           4,152,062                            4,508,922                                 1,952,449           (LOSS) FROM CONTINUING OPERATIONS                         (4,152,062)                         (4,508,922)                              (1,952,449)          OTHER (EXPENSE)           Realized loss on investment securities                                       -                                          -                                    (110,986)      Beneficial interest expenses                            (732,000)                              (83,575)                                     (4,500)    TOTAL OTHER (EXPENSE)                            (732,000)                              (83,575)                                 (115,486)          DISCONTINUED OPERATIONS           Gain (loss) from discontinued operations                                         -                               (73,953)                                   274,841       (Loss) on disposal                                         -                             (254,230)                                              -             Gain (loss) from discontinued operations                                         -                             (328,183)                                   274,841           Net (decrease) in net assets resulting from operations     $                  (4,884,062)      $                 (4,920,680)      $                      (1,793,094)    Net (decrease) in net assets from continuing           operations per share, basic and diluted     $                           (1.96)      $                        (32.32)      $                           (382.93)    Net increase (decrease) in net assets from discontinued           operations per share, basic and diluted     $                                -         $                          (2.35)      $                               53.90           Weighted average number of shares outstanding,           basic and diluted                           2,115,752                               139,523                                        5,099       
The accompanying notesare an integral part of these consolidated financial statements.

3

 
**ATLANTIS BUSINESSDEVELOPMENT CORPORATION

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS'EQUITY (DEFICIT)

FOR THE YEARS ENDEDDECEMBER 31, 2006, 2005, AND

FOR THE TRANSITIONALPERIOD APRIL 1, TO DECEMBER 31, 2004

 

 **            Common Stock     Additional     Subscription    Accumulated     Description    Shares    Amount    Paid - In Capital    Receivable    Deficit    Total           Balance, April 1, 2004               25,837,300      $        25,837      $                 394,979      $                  -        $      (711,535)     $   (290,719)           Common stock issued for purchase of E-Direct               24,825,000                24,825                      4,591,274                          -                             -          4,616,099            Common stock issued for director fees and expenses                    266,667                     267                           47,733                          -                             -               48,000            Common stock issued for cash and accounts receivable                 3,716,667                  3,717                         390,534                          -                             -             394,251            Cancellation of shares               (1,700,000)               (1,700)                      (288,300)                         -                             -           (290,000)           Common shares issued for cash                 1,000,000                  1,000                           99,000                          -                             -             100,000            Common shares issued for compensation and services                    149,983                     150                             5,850                          -                             -                 6,000            Common shares issued for debt conversion                 1,250,000                  1,250                         123,750                          -                             -             125,000            Retroactive treatment 1 to 100 reverse stock split             (54,792,161)             (54,793)                          54,793                          -                             -                        -            Common shares issued for compensation                    675,000                     675                         775,575                          -                             -             776,250            Settlement of payroll taxes                               -                         -                         189,707                          -                             -             189,707            Net (loss) for the period                               -                         -                                    -                          -             (1,793,094)       (1,793,094)           Balance, December 31, 2004                 1,228,456      $          1,228      $              6,384,895      $                    -      $   (2,504,629)     $  3,881,494        
 

The accompanying notesare an integral part of these consolidated financial statements.

4

 
**ATLANTIS BUSINESSDEVELOPMENT CORPORATION

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)

FOR THE YEARS ENDEDDECEMBER 31, 2006, 2005, AND 

FOR THE TRANSITIONALPERIOD APRIL 1 TO DECEMBER 31, 2004**            Common Stock     Additional     Subscription    Accumulated     Description    Shares    Amount    Paid - In Capital    Receivable    Deficit    Total           Balance, January 1, 2005                     1,228,456      $               1,228      $        6,384,895      $                      -      $         (2,504,629)                    8,890,752            Forward stock split 3 to 1                     8,344,044                       8,344                     (8,344)                           -                                 -                                    -              Stock for equipment & goodwill                     2,000,000                       2,000                   698,000                            -                                 -                          700,000            Issuance of shares for services                          50,000                            50                     17,450                            -                                 -                            17,500            Issuance of shares for cash                        663,750                          664                   139,336                            -                                 -                          140,000            Issuance of shares for cash and beneficial interest                        327,500                          328                   118,497                            -                                 -                          118,825            Issuance of shares for cash                     1,300,000                       1,300                   128,700                     (9,500)                              -                          120,500            Issuance of common stock for compensation                        100,000                          100                       4,400                            -                                 -                              4,500            Retroactive effect in 2005 of  1 to 100 reverse stock split in 2006                  (13,873,614)                  (13,874)                    13,874                            -                              -                              -              Net loss for the year                                  -                              -                              -                              -                   (4,920,680)                   (4,920,680)           Balance, December 31, 2005                        140,136      $                  140      $        7,496,808      $             (9,500)     $         (7,425,309)     $                  62,139                  Issuance of shares for services                     2,050,000                       2,050                1,518,450                            -                                 -                       1,520,500            Issuance of shares for cash and beneficial interest                     7,815,000                       7,815                   544,935                            -                                 -                          552,750            Issuance of shares for cash and beneficial interest                        360,000                          360                   356,640                            -                                 -                          357,000            Issuance of common stock for compensation                     9,000,000                       9,000                2,361,000                            -                                 -                       2,370,000            Write off of subscription receivable                           -                              -                              -                         9,500                            -                              9,500            Reverse stock split 100 to 1 in 2006                  (13,411,136)                  (13,411)                    13,411                            -                                 -                                    -              Net loss for the year                                  -                              -                              -                              -                   (4,884,062)                   (4,884,062)           Balance, December 31, 2006                     5,954,000      $               5,954      $      12,291,244      $                      -      $       (12,309,371)     $                 (12,173)      
 

The accompanying notesare an integral part of these consolidated financial statements.

5

 

**ATLANTIS BUSINESSDEVELOPMENT CORPORATION**

**CONSOLIDATED STATEMENTS OF CASH FLOWS**

**FOR THE YEARS ENDEDDECEMBER 31, 2006, 2005 AND**

**FOR THETRANSITIONAL PERIOD APRIL 1, TO DECEMBER 31, 2004**

 
           (Reclassified)           For the transitional       For the year     For the year     period April 1, 2004       ended December 31,     ended December 31,     to December 31,       2006     2005     2004    CASH FLOW FROM OPERATING ACTIVITIES           Continuing Operations:             Net change in net assets resulting from operations     $             (4,884,062)      $             (4,592,497)      $            (2,067,935)      Adjustments to reconcile net change in net assets               resulting from operations to net change used for               operations:              Bad debt                               9,500                                    -                                     -          Impairment                             55,926                        4,383,960                         110,986        Depreciation                              17,208                             12,906                           14,688        Beneficial interest expense                           732,000                             83,575                             4,500        Common stock issued for compensation and consulting                      2,390,500                             22,000                                   -          Common stock issued for advertising                       1,500,000                                    -                        1,476,349         Investment received from sale of product                                   -                                      -                            (72,720)       Changes in assets and liabilities:              Decrease (increase) in prepaid expenses and other assets                           12,089                                    -                                 (500)        (Decrease) in accounts payable and other accrued payables                           (5,245)                          (68,438)                         (34,432)               Net cash (used in) operating activities -               continuing operations                         (172,084)                        (158,494)                           (569,064)             Discontinued Operations:               (Loss) gain from discontinued operations and disposal                                  -                           (328,183)                        274,841         Adjustments to reconcile net cash provided by (used in)                                  -                             159,557                                     -           discontinuing operations                                    -                                      -                                       -                Net cash provided by (used in) operating activities -               discontinued operations                                    -                           (168,626)                        274,841            CASH FLOWS FROM INVESTING ACTIVITIES:            Continuing Operations:                                Increase in investment                                    -                                      -                            (40,900)                                 Net cash provided by (used in) investing activities from             continuing operations                                    -                                      -                            (40,900)           CASH FLOWS FROM FINANCING ACTIVITIES:            Continuing Operations:                            Proceeds of advances                                    -                               15,245                             8,600           Issuance of note                                    -                                      -                           126,600           Stock issued for cash                           177,750                           295,750                         198,500                           Net cash provided by financing activities from             continuing operations                           177,750                           310,995                         333,700            Net Increase(decrease) in cash and cash equivalents for the period                             5,666                           (16,125)                           (1,423)           Cash and cash equivalents, beginning of period                                273                             16,398                           17,821            Cash and cash equivalents, end of the period     $                      5,939       $                         273           $                  16,398            SUPPLEMENTAL SCHEDULE OF NONCASH ACTIVITY:                          Issuance of common stock for conversion of debt     $                             -       $                             -       $                125,000               Adjustment of IRS liability and settlement      $                             -       $                             -       $               (189,707)              Issuance of common stock for services      $               3,890,000       $                    22,000       $             1,476,349               Investment received from sale of product      $                             -       $                             -       $                  72,720               Issuance of common stock for equipment and goodwill     $                             -       $                  700,000       $                            -         
 

The accompanying notesare an integral part of these consolidated financial statements.

6

**ATLANTIS BUSINESSDEVELOPMENT CORPORATION**

**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**

**FOR THE YEARS ENDEDDECEMBER 31, 2006, 2005 AND**

**THE TRANSITIONALPERIOD APRIL 1, 2004 TO DECEMBER 31, 2004**
**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 April 20, 2003, the Company's Board of Directors voted    to be regulated as a Business Development Company 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 does not intend to focus    its investments in any one industry; but intends to carefully screen any and    all candidates that appear to have superior investment opportunities.

The Company acquired assets from an individual for    $3,970,000 and put them into a newly formed wholly owned subsidiary E-Direct    Inc. in the quarter ending June 30, 2004. The Company recognized $200,000 of    assets and $3,770,000 of goodwill.

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

On January 21, 2005, the Company spun off its wholly    owned subsidiary E-Direct, Inc. The financial statements for the years ended    December 31, 2005 and 2004 include reclassifications of the operations of    the Company to reflect the disposal of the subsidiary below the line as    discontinued operations in accordance with the provisions of FASB 144,    "Accounting for the Impairment or Disposal of Long-Lived Assets". There was    $3,770,000 of goodwill written off with the disposition.

 

7

**ATLANTIS BUSINESSDEVELOPMENT CORPORATION**

**NOTES TOCONSOLIDATED FINANCIAL STATEMENTS**

**FOR THE YEARS ENDEDDECEMBER 31, 2006, 2005 AND**

**THE TRANSITIONALPERIOD APRIL 1, 2004 TO DECEMBER 31, 2004**

 

 
**NOTE 1-    ORGANIZATION AND BUSINESS (CONTINUED)
On March 7, 2005, the Company formed, as a wholly owned    subsidiary, 727 Communications, Inc. This Company was formed to sell voice    over the internet protocol (VOIP) minutes. Also in March 2005 the Company    signed an asset purchase agreement with its former subsidiary. The Company    issued 2,000,000 shares of stock for certain assets and goodwill.

On September 16, 2005, the Company spun off its wholly    owned subsidiary 727 Communications, Inc. The financial statements for the    year ended December 31, 2005 include reclassifications of the operations of    the Company to reflect the disposal of the subsidiary below the line as    discontinued operations in accordance with the provisions of FASB 144,    "Accounting for the Impairment or Disposal of Long-Lived Assets. There was    $613,960 of goodwill written off upon the disposition and the company    currently has no operating business.
**NOTE 2-    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
**Principles of Consolidation**
The consolidated financial statements include the    accounts of the Company and its wholly owned subsidiary for the years ended    December 31, 2006, 2005 and for the transitional period April 1, 2004 to    December 31, 2004. All significant intercompany accounts and transactions    have been eliminated in consolidation. As of December 31, 2006, the Company    has no subsidiaries. The statements are presented as consolidated to reflect    past companies.
**Use of Estimates**
The preparation of financial statements 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.
**Fiscal Year Change**
Effective the calendar year beginning January 1, 2005,    the Company has changed from a fiscal year end of March 31st to December    31st. A nine-month fiscal transition period from April 1, 2004 through    December 31, 2004 precedes the start of the new calendar-year cycle.

8

**ATLANTIS BUSINESSDEVELOPMENT CORPORATION**

**NOTES TOCONSOLIDATED FINANCIAL STATEMENTS**

**FOR THE YEARS ENDEDDECEMBER 31, 2006, 2005 AND**

**THE TRANSITIONALPERIOD APRIL 1, 2004 TO DECEMBER 31, 2004**

 
**NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
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 one financial institution that is insured by the    Federal Deposit Insurance Corporation, whose amounts do not exceed the    insured limit of $100,000.
**Revenue Recognition**
The Company records its revenue on the accrual basis,    whereby revenue is recognized when earned and expenses recognized when    incurred.
**Property and Equipment**
Property and equipment are stated at cost. Maintenance    and repairs that do not add materially to the value of the asset nor    appreciably prolong its useful life are charged to expense as incurred.    Gains or losses on the disposal of property and equipment are included in    the determination of income.

Depreciation of property and equipment and amortization    of leasehold improvements are provided using the straight-line method over    the following estimated useful lives:

Computers, and equipment 5 years

The Company impaired $55,926 of Equipment in 2006 that no    longer had value.
**Fair Value of Financial Instruments**
The carrying amounts reported in the balance sheet for    cash, accrued expenses and short term advances approximate fair value    because of the immediate or short-term maturity of these financial    statements.

9

**ATLANTIS BUSINESSDEVELOPMENT CORPORATION**

**NOTES TOCONSOLIDATED FINANCIAL STATEMENTS**

**FOR THE YEARS ENDEDDECEMBER 31, 2006, 2005 AND**

**THE TRANSITIONALPERIOD APRIL 1, 2004 TO DECEMBER 31, 2004**
**NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Income Taxes

Deferred income taxes are reported using the liability    method. Deferred tax assets are recognized for deductible temporary    differences and deferred tax liabilities are recognized for taxable    temporary differences. Temporary differences are the differences between the    reported amounts of assets and liabilities and their tax bases. Deferred tax    assets are reduced by a valuation allowance when, in the opinion of    management, it is more likely than not that some portion or all of the    deferred tax assets will not be realized. Deferred tax assets and    liabilities are adjusted for the effects of changes in tax laws and rates on    the date of enactment.
**Advertising**
The Company expenses the costs associated with    advertising as incurred. The Company had, for the years ended December 31,    2006, 2005, and the transitional period ended December 31, 2004, $1,500,000,    $0 and $5,158 of advertising expense, respectively.
**Goodwill And Other Intangible Assets**
In June 2001, the Financial Accounting Standards Board ("FASB")    issued Statement No. 142 "Goodwill and Other Intangible Assets". This    statement addresses financial accounting and reporting for acquired goodwill    and other intangible assets and supercedes APB opinion No. 17, "Intangible    Assets". It addresses how intangible assets that are acquired individually    or with a group of other assets (but not those acquired in a business    combination) should be accounted for in the financial statements upon their    acquisition. This Statement also addresses how goodwill and other intangible    assets should be accounted for after they have been initially recognized in    the financial statements. The Company, in its acquisitions, recognized    $3,770,000 of goodwill for the transitional period ended December 31, 2004.    The Company also recognized another $613,960 of goodwill during the first    quarter 2005 when it acquired another company. By the end of the third    quarter 2005, the Company had spun-off both of these entities and impaired    the goodwill of $4,383,960 associated with the acquisitions.

10

**ATLANTIS BUSINESSDEVELOPMENT CORPORATION**

**NOTES TOCONSOLIDATED FINANCIAL STATEMENTS**

**FOR THE YEARS ENDEDDECEMBER 31, 2006, 2005 AND**

**THE TRANSITIONALPERIOD APRIL 1, 2004 TO DECEMBER 31, 2004**

 
**NOTE 2-    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(CONTINUED)
Loss In Net Assets From Operations Per Share

Historical net (loss) per common share is computed using    the weighted average number of common shares outstanding. Diluted earnings    per share (EPS) include additional dilution from common stock equivalents,    such as stock issuable pursuant to the exercise of stock options and    warrants. There were no common stock equivalents outstanding for the periods    presented.

The following is a reconciliation of the computation for    basic and diluted EPS for the years ended December 31, 2006, 2005 and the    transition period April 1, 2004 to December 31, 2004:
                 April 1, 2004 to             2006         2005         December 31, 2004                  Net (loss)            $   (4,884,062)          $     (4,920,680)          $          (1,793,094)                  Weighted average common shares              Outstanding (Basic)                 2,115,752                      139,523                               5,099                   Weighted average common stock               equivalents                 Stock options                           -                                -                                     -            Warrants                            -                                -                                     -                     Weighted average common shares              Outstanding (Diluted)                 2,115,752                      139,523                               5,099           
11
**ATLANTISBUSINESS DEVELOPMENT CORPORATION

NOTES TOCONSOLIDATED FINANCIAL STATEMENTS

FOR THEYEARS ENDED DECEMBER 31, 2006, 2005 AND

THETRANSITIONAL PERIOD APRIL 1, 2004 TO DECEMBER 31, 2004

 

NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Stock-Based Compensation

Employee stock awards under the Company's compensation    plans are accounted for in accordance with Accounting Principles Board    Opinion No. 25 ("APB 25"), "*Accounting for Stock Issued to Employees*",    and related interpretations. The Company provides the disclosure    requirements of Statement of Financial Accounting Standards No. 123, "*Accounting    for Stock-Based Compensation*" ("SFAS 123"), and related interpretations.    Stock-based awards to non-employees are accounted for under the provisions    of SFAS 123 and has adopted the enhanced disclosure provisions of SFAS No.    148 "Accounting for Stock-Based Compensation- Transition and Disclosure, an    amendment of SFAS No. 123". 

The Company measures compensation expense for its    employee stock-based compensation using the intrinsic-value method. Under    the intrinsic-value method of accounting for stock-based compensation, when    the exercise price of options granted to employees is less than the    estimated fair value of the underlying stock on the date of grant, deferred    compensation is recognized and is amortized to compensation expense over the    applicable vesting period. In each of the periods presented, the vesting    period was the period in which the options were granted.

The Company measures compensation expense for its    non-employee stock-based compensation under the Financial Accounting    Standards Board (FASB) Emerging Issues Task Force (EITF) Issue No. 96-18, "*Accounting    for Equity Instruments that are Issued to Other Than Employees for    Acquiring, or in Conjunction with Selling, Goods or Services*". The fair    value of the option issued is used to measure the transaction, as this is    more reliable than the fair value of the services received. The fair value    is measured at the value of the Company's common stock on the date that the    commitment for performance by the counterparty has been reached or the    counterparty's performance is complete. The fair value of the equity    instrument is charged directly to compensation expense and additional    paid-in capital.

12

**ATLANTIS BUSINESSDEVELOPMENT CORPORATION**

**NOTES TOCONSOLIDATED FINANCIAL STATEMENTS**

**FOR THE YEARS ENDEDDECEMBER 31, 2006, 2005 AND**

**THE TRANSITIONALPERIOD APRIL 1, 2004 TO DECEMBER 31, 2004**
**NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Common Stock Issued For Other Than Cash

Services purchased and other transactions settled in the    Company's common stock are recorded at the estimated fair value of the stock    issued if that value is more readily determinable than the fair value of the    consideration received.
**RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS**
In May 2005, the FASB issued SFAS 154, "Accounting for    Changes and Error Corrections--a replacement of APB Opinion No. 20 and FASB    Statement No. 3." SFAS 154 changes the requirements with regard to the    accounting for and reporting a change in an accounting principle. The    provisions of SFAS 154 require, unless impracticable, retrospective    application to prior periods presented in financial statements for all    voluntary changes in an accounting principle and changes required by the    adoption of a new accounting pronouncement in the unusual instance that the    new pronouncement does not indicate a specific transition method. SFAS 154    also requires that a change in depreciation, amortization or depletion    method for long-lived, non-financial assets be accounted for as a change in    an accounting estimate, which requires prospective application of the new    method. SFAS 154 is effective for all changes in an accounting principle    made in fiscal years beginning after December 15, 2005. The Company has    adopted SFAS 154 as of January 1, 2006. Because SAS 154 is directly    dependent upon future events, the Company cannot determine what effect, if    any, the expected adoption of SFAS 154 will have on its financial condition,    results of operations or cash flows.

In March 2005, the FASB issued Statement of Financial    Accounting Standards Interpretation Number 47 ("FIN 47"), "Accounting for    Conditional Asset Retirement Obligations." FIN 47 provides clarification    regarding the meaning of the term "conditional asset retirement obligation"    as used in SFAS 143, "Accounting for Asset Retirement Obligations." FIN 47    is effective for the year ended December 31, 2005. Management has assessed    the implications of FIN 47 on the Company's financial position, results of    operations and cash flows and has determined it to be immaterial.

13

**ATLANTIS BUSINESSDEVELOPMENT CORPORATION**

**NOTES TOCONSOLIDATED FINANCIAL STATEMENTS**

**FOR THE YEARS ENDEDDECEMBER 31, 2006, 2005 AND**

**THE TRANSITIONALPERIOD APRIL 1, 2004 TO DECEMBER 31, 2004**
**NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Recently Issued Accounting Pronouncements (continued)

On December 16, 2004, the Financial Accounting Standards    Board ("FASB") published Statement of Financial Accounting Standards No. 123    (Revised 2004), Share-Based Payment ("SFAS 123R"). SFAS 123R requires that    compensation cost related to share-based payment transactions be recognized    in the financial statements. Share-based payment transactions within the    scope of SFAS 123R include stock options, restricted stock plans,    performance-based awards, stock appreciation rights, and employee share    purchase plans. The provisions of SFAS 123R are effective for small business    issuers as of the first interim period that begins after December 15, 2005.    The implementation of this standard did not have a material impact on its    financial position, results of operations or cash flows.

 

On December 16, 2004, FASB issued Financial Accounting    Standards No. 153, Exchanges of Nonmonetary Assets, an amendment of APB    Opinion No. 29, Accounting for Nonmonetary Transactions ("FAS 153"). This    statement amends APB Opinion 29 to eliminate the exception for nonmonetary    exchanges of similar productive assets and replaces it with a general    exception for exchanges of nonmonetary assets that do not have commercial    substance. The implementation of this standard did not have a material    impact on its financial position, results of operations or cash flows.

 

Under FAS 153, if a non-monetary exchange of similar    productive assets meets a commercial-substance criterion and fair value is    determinable, the transaction must be accounted for at fair value resulting    in recognition of any gain or loss. FAS 153 is effective for non-monetary    transactions in fiscal periods that begin after June 15, 2005. The    implementation of this standard did not have a material impact on its    financial position, results of operations or cash flows.

14

**ATLANTIS BUSINESSDEVELOPMENT CORPORATION**

**NOTES TOCONSOLIDATED FINANCIAL STATEMENTS**

**FOR THE YEARS ENDEDDECEMBER 31, 2006, 2005 AND**

**THE TRANSITIONALPERIOD APRIL 1, 2004 TO DECEMBER 31, 2004**
**NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Recently Issued Accounting Pronouncements (continued)

In February 2006, the FASB issued FAS No. 155,    "Accounting for Certain Hybrid Financial Instruments, an amendment of FASB    Statements No. 133 and 140." FAS No. 155 resolves issues addressed in FAS    No. 133 Implementation Issue No. D1, "Application of Statement 133 to    Beneficial Interests in Securitized Financial Assets," and permits fair    value remeasurement for any hybrid financial instrument that contains an    embedded derivative that otherwise would require bifurcation, clarifies    which interest-only strips and principal-only strips are not subject to the    requirements of FAS No. 133, establishes a requirement to evaluate interests    in securitized financial assets to identify interests that are freestanding    derivatives or that are hybrid financial instruments that contain an    embedded derivative requiring bifurcation, clarifies that concentrations of    credit risk in the form of subordination are not embedded derivatives and    amends FAS No. 140 to eliminate the prohibition on a qualifying    special-purpose entity from holding a derivative financial instrument that    pertains to a beneficial interest other than another derivative financial    instrument. FAS No. 155 is effective for all financial instruments acquired    or issued after the beginning of the first fiscal year that begins after    September 15, 2006. The Company is currently evaluating the effect the    adoption of FAS No. 155 but believes it will not have a material impact on    its financial position or results of operations.

In March 2006, the FASB issued FAS No. 156, "Accounting    for Servicing of Financial Assets, an amendment of FASB Statement No. 140."    FAS No. 156 requires an entity to recognize a servicing asset or liability    each time it undertakes an obligation to service a financial asset by    entering into a servicing contract under a transfer of the servicer's    financial assets that meets the requirements for sale accounting, a transfer    of the servicer's financial assets to a qualified special-purpose entity in    a guaranteed mortgage securitization in which the transferor retains all of    the resulting securities and classifies them as either available-for-sale or    trading securities in accordance with FAS No. 115, "Accounting for Certain    Investments in Debt and Equity Securities" and an acquisition or assumption    of an obligation to service a financial asset that does not relate to    financial assets of the servicer or its consolidated affiliates.

15

**ATLANTIS BUSINESSDEVELOPMENT CORPORATION**

**NOTES TOCONSOLIDATED FINANCIAL STATEMENTS**

**FOR THE YEARS ENDEDDECEMBER 31, 2006, 2005 AND**

**THE TRANSITIONALPERIOD APRIL 1, 2004 TO DECEMBER 31, 2004**
**NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Recently Issued Accounting Pronouncements (continued)

Additionally, FAS No. 156 requires all separately    recognized servicing assets and servicing liabilities to be initially    measured at fair value, permits an entity to choose either the use of an    amortization or fair value method for subsequent measurements, permits at    initial adoption a one-time reclassification of available-for-sale    securities to trading securities by entities with recognized servicing    rights and requires separate presentation of servicing assets and    liabilities subsequently measured at fair value and additional disclosures    for all separately recognized servicing assets and liabilities. FAS No. 156    is effective for transactions entered into after the beginning of the first    fiscal year that begins after September 15, 2006. The Company is currently    evaluating the effect the adoption of FAS No. 156, but believes it will not    have a material impact on its financial position or on the results of    operations.

In September 2006, the FASB issued SFAS No. 157 "Fair    Value Measurements," which provides a definition of fair value, establishes    a framework for measuring fair value and requires expanded disclosures about    fair value measurements. SFAS No. 157 is effective for the financial    statements issued for the fiscal years beginning after November 15, 2007 and    the interim periods within those fiscal years. The provisions of SFAS No.    157 should be applied prospectively. Management is assessing the potential    impact on the Company's financial condition and results of operations.

In September 2006, the FASB issued SFAS No. 158    "Employers' Accounting for Defined Benefit Pension and Other Postretirement    Plans", which amends SFAS No. 87 "Employer's Accounting for Pensions" (SFAS    No. 87), SFAS No. 88 "Employers' Accounting for Settlements and Curtailments    of Defined Benefit Pension Plans and for Termination Benefits" (SFAS No.    88), SFAS No. 106 "Employers' Accounting for Postretirement Benefits Other    Than Pensions" (SFAS No. 106), and SFAS No. 132R "Employers' Disclosures    about Pensions and Other Postretirement Benefits (revised 2003)" (SFAS No.    132R). This Statement requires companies to recognize an asset or liability    for the overfunded or underfunded status of their benefit plans in their    financial statements. 

16
**NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Recently Issued Accounting Pronouncements (continued)

SFAS No. 158 also requires the measurement date for plan    assets and liabilities to coincide with the sponsor's year end. The standard    provides two transition alternatives related to the change in measurement    date provisions. The recognition of an asset and liability related to the    funded status provision is effective for fiscal year ending after December    15, 2006 and the change in measurement date provisions is effective for the    fiscal years ending after December 15, 2008. The Company is currently    evaluating the effect the adoption of SFAS No. 158, but believes it will not    have a material impact on its financial position or on the results of    operations.
**Reclassifications**
Certain amounts for the year ended December 31, 2005 and    the transitional period April 1, 2004 to December 31, 2004 have been    reclassified to conform to the presentation of the December 31, 2006    amounts. The reclassifications have no effect on the net loss for the year    ended December 31, 2005 and the transitional period April 1, 2004 to    December 31, 2004.

 
**NOTE 3- FIXED ASSETS
Fixed Assets consist of the following at December 31, 2006 and 2005:
            December 31,         December 31,            2006         2005               Computer and office equipment         $                  -           $       100,728                Less:  accumulated depreciation                             -                    (27,594)               Net book value           $                  -           $         73,134        
 

Depreciation expense for the years ended December 31, 2006, 2005 and the    transitional period April 1, 2004 to December 31, 2004 was $17,208, $12,906    and $14,688, respectively. 

17

 

**ATLANTIS BUSINESSDEVELOPMENT CORPORATION**

**NOTES TOCONSOLIDATED FINANCIAL STATEMENTS**

**FOR THE YEARS ENDEDDECEMBER 31, 2006, 2005 AND**

**THE TRANSITIONALPERIOD APRIL 1, 2004 TO DECEMBER 31, 2004**

 
**NOTE 4-**SHORT-TERM ADVANCES - DUE TO OFFICER**
The advances represent notes that are due with no    specific repayment terms from a related party without interest.
**NOTE 5- STOCKHOLDERS' EQUITY (DEFICIT)
On December 31, 2006 and 2005 the Company has 200,000,000    shares of common stock authorized at a par value of $.001, and 5,954,000 and    140,138 shares issued and outstanding, respectively. The shares for 2005    were retroactively restated in accordance with the stock split in 2006.
**Stock Transactions for 2005**
The Company issued 2,000,000 shares of stock valued at    $700,000 in exchange for $86,040 of fixed assets and $613,960 of goodwill.

The Company issued 50,000 shares of stock to two of its    officers for services valued at $17,500.

The Company issued 663,750 shares of stock with a fair value of $0.21 per    share for cash totaling $140,000.

The Company issued 327,500 shares of stock for $35,250 in    the quarter ending June 30, 2005, and recognized $83,575 of beneficial    interest expense.

The Company on April 5, 2005, announced a three for one    forward stock split that is effective April 8, 2005. The Company    retroactively restated their shares to account for the split for June 2004.

The Company issued 1,300,000 shares of its stock with a    fair value of $0.10 per share to various investors for cash totaling    $130,000.

The Company on November 17, 2005 issued 50,000 shares of    its stock with a fair market value of $0.05 per share for compensation    valued at $2,500.

The Company on December 6, 2005 issued 50,000 shares of    its stock with a fair market value of $0.04 per share for compensation    valued at $2,000.

18

 

**ATLANTISBUSINESS DEVELOPMENT CORPORATION**

**NOTES TOCONSOLIDATED FINANCIAL STATEMENTS**

**FOR THEYEARS ENDED DECEMBER 31, 2006, 2005 AND**

**THETRANSITIONAL PERIOD APRIL 1, 2004 TO DECEMBER 31, 2004**

 
**NOTE 5-**STOCKHOLDERS' EQUITY (DEFICIT) (CONTINUED)
Stock Transactions for 2006

The Company issued 7,815,000 shares of its stock with a    fair value of $552,750. The Company also issued 360,000 shares of its stock    with a fair value of $357,000.Cash received in the transactions was $177,750    and beneficial interest expensed recognized was $732,000. 

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

The Company issued 2,050,000 shares of stock for services    and advertising valued at $1,520,500 on August 2006.

The Company issued 9,000,000 shares of its stock with a    fair market value of $0.26 per share for compensation valued at $2,370,000.
**NOTE 6- PROVISION FOR INCOME TAXES
The Company did not provide for income taxes for the    years ended December 31, 2006, 2005 and the transitional period ended    December 31, 2004. 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, 2006, 2005, and the transitional period April 1, 2004 to    December 31, 2004 the deferred tax assets consists of the following:
            2006         2005         2004                 Deferred taxes due to net effects         $  3,690,000           $  2,227,500           $     751,400         of operating loss carryforwards                      Less: Valuation allowance             (3,690,000)             (2,227,500)               (751,400)                 Net deferred tax asset          $               -             $               -             $              -            
 

At December 31, 2006 and 2005, the Company had federal    net operating loss carryforwards in the approximate amounts of $12,300,000    and $7,425,000 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.

19

**ATLANTIS BUSINESSDEVELOPMENT CORPORATION**

**NOTES TOCONSOLIDATED FINANCIAL STATEMENTS**

**FOR THE YEARS ENDEDDECEMBER 31, 2006, 2005 AND**

**THE TRANSITIONALPERIOD APRIL 1, 2004 TO DECEMBER 31, 2004**
**NOTE 7- GOING CONCERN**
As shown in the accompanying consolidated financial    statements, the Company has sustained net operating losses for the years    ended December 31, 2006 and has substantial accumulated deficits that raise    substantial doubt about its ability to continue as a going concern. 

The Company's future success is dependent upon its    ability to achieve profitable operations and generate cash from operating    activities, and upon additional financing. There is no guarantee that the    Company will be able to raise enough capital or generate revenues to sustain    its operations. 

The consolidated financial statements do not include any    adjustments relating to the recoverability or classification of recorded    assets and liabilities that might result should the Company be unable to    continue as a going concern. 
** 

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20
** 

Item 9. Changes In and Disagreements WithAccountants on Accounting and Financial Disclosure.**
None.
**Item 9A. Controlsand Procedures.**
As of December 31, 2006, the Company carried out an evaluation of theeffectiveness of the Company's disclosure controls and procedures (as defined byRule 13a-14(c) under the Securities Exchange Act of 1934) under the supervisionand with the participation of the Company's chief executive officer and chieffinancial officer. Based on and as of the date of such evaluation, theaforementioned officers have concluded that the Company's disclosure controlsand procedures were effective.

The Company also maintains a system of internal accounting controls that isdesigned to provide assurance that assets are safeguarded and that transactionsare executed in accordance with management's authorization and properlyrecorded. This system is continually reviewed and is augmented by writtenpolicies and procedures, the careful selection and training of qualifiedpersonnel and an internal audit program to monitor its effectiveness. During thefiscal year ended December 31, 2006, there were no significant changes to thissystem of internal controls or in other factors that could significantly affectthose controls.
**Item 9B. Other Information.**
As of December 31, 2006, management is unaware of any additional informationthat were to be reported on From 8-K during the fourth quarter of the fiscalyear ended December 31, 2006. 
**PART III

Item 10. Directors, ExecutiveOfficers, and Corporate Governance

Directors and Executive Officers 

Set forth below are the Directors and Executive Officersof the Company and their ages and position(s) held as of the date of thisreport:

Name Age Position

---- --- --------

Tim DeHerrera President, Chairman of the Board of Directors

Gerald Jacoby Director

Frank Ganem Director

 

Tim DeHerrera. Mr. DeHerrera was President and Director of the Companyfrom January 1996 until April 4, 2003, when he became Secretary and Treasurer ofthe Company. From October 5th 2004 through June 6, 2005, he served asPresident and Director. Prior to joining the Company, he was in the financialservices sector for over fifteen years. He most recently was president ofAlternative Finance Advisors, Inc, a company that consults to the creditindustry for private label credit cards, affinity credit cards, installmentbased finance programs and others. As president of Medplus, a medical financecompany, Mr. DeHerrera did work in investment banking, capital formation,capital restructures, private placements and lender negotiations anddevelopment.

Gerald Jacoby.

Born in Brooklyn NY, graduated Poly Prep High School, then attending BethanyCollege to Receive a Bachelors Degree. After spending several years in otherbusinesses he went into the automotive parts business which was built over thenext 20 years into one of the most successful automotive transmission parts andmanufacturing companies in the US , achieved through innovative marketingtechniques.During this period he also founded a marine engine manufacturing company alongwith becoming the President of the world renowned boat company Cigarette. Duringhis tenure with Cigarette he became the world class offshore powerboat racedriver winning both a national and a world's championship. After several yearsproducing race engines for the boating community he took his engine companypublic.

Frank Ganem
**Item 11. Executive Compensation.**
None of the Company's executive officers received any compensation forservices rendered during the fiscal year ended March 31, 2005. The followingtables set forth the compensation received by the Company's Chief ExecutiveOfficer for services rendered during the fiscal years ended December 31, 2005and 2006.

Annual CompensationFiscal YearSalaryBonusOtherTim DeHerrera*President, SecretaryDec. 31, 2005
Dec. 31, 2006None
NoneNone
NoneNone
NoneChris Dubeau*CEODec. 31, 2005
Dec. 31, 2006None
2,370,000(1)NoneNone
64,675
*    Mr. DeHerreraresisned as an officer and Director of the Company on June 6, 2004. He wasre-appointed as President and Director on Februay 6, 2007.

*    Mr. Chris Dubeauresigned as President and Director effective February 26, 2007.

(1) Paid in the form of stock.

Stock option plan. The Company's Incentive Option Plan (the "Plan") wasadopted by the Company's Board of Directors and approved by the stockholders inApril 2004. A total of 1,000,000 shares of Common Stock were reserved forissuance under the Plan. The Plan provides for the granting to certain employeesof stock options, stock appreciation rights and supplemental bonuses. The Planpermits the grant of both "incentive stock options" within the meaning ofSection 422 of the Internal Revenue Code of 1986 (the "Code"), and non-statutoryoptions, which do not meet the requirements of Section 422. The Company hasissued stock options in the amount of 600,000 shares to employees of the Companyand all have been exercised. A total of 400,000 shares remain available.
**Item 12. Security Ownership of CertainBeneficial Owners and Management and Related Stockholder Matters.**
The following table sets forth information as of March 30, 2007 regarding theCompany's Common Stock owned of record or beneficially by (i) each person knownto the Company who owns beneficially 5% or more of the Company's Common Stock;(ii) each of the Company's directors; and (iii) all officers and directors as agroup. 

  
**Name of Beneficial Owner **Nature of Affiliation  **Shares of Common Stock Beneficially Owned (3) **Percentage of Shares of Common Stock Beneficially owned    Christpher DubeauSharehlder
3,141,370
53.7%Tim DeHerrera(1)President, Chairman
3,905
Less than 1%Gerald Jacoby(1)Director
125,000
Less than 1%Frank GanemDirector
0
0%Officers, Directors and Affiliates as a groupGroup of 3
0
0%
1. The address of these affiliates is 100 NE 80th Terrace, Miami,FL 33138

On December 31, 2006, there were 5,954,000 common shares outstanding. 
**Item 13. Certain Relationships, RelatedTransactions, and Director Independence**
There are no relationships, transactions, or proposedtransactions to which the registrant was or is to be a party during orsubsequent to the year ended December 31, 2006, in which any of the namedpersons set forth in Item 404 of Regulation S-K, had or is to have a direct orindirect material interest.
**Interest of named experts and counsel.
None**.
Director Independence**
None of the Company's directors are independent directors.
******Item 14. Principal Accountant Fees andServices. 

Relationship with Independent Auditors**
The firm of Bagell Josephs & Company served as the Company'sindependent public accountants for the year ended December 31, 2006. The Boardof Directors of the Company, in its discretion, may direct the appointment ofdifferent public accountants at any time during the year, if the Board believesthat a change would be in the best interests of our stockholders. The Board ofDirectors has considered the audit fees, audit-related fees, tax fees and otherfees paid to the Company's accountants, as disclosed below, and had determinedthat the payment of such fees is compatible with maintaining the independence ofthe accountants.

Set forth below is a summary of the fees paid to theCompany's principal accountants for the past two years for the professionalservices performed for the Company.
**Audit Fees**
The aggregate fees billed by Bagell Josephs & Company forprofessional services rendered for the audit of the Company's annual financialstatements on Form 10-K and the reviews of the financial statements included inthe Company's Form 10-Q's for the fiscal year ended December 31, 2005 was$30,000 and $32,500 for the year ended December 31, 2006.

 
**Audit-Related Fees**
None
**Tax Fees**
The aggregate fees billed by Bagell Josephs & Company forprofessional services rendered for Internal Revenue Service work relating to thereinstatement of Offer in Compromise for the fiscal year ended December 31, 2005was $ 5,000. There were no fees expended for tax-related matters in the yearended December 31, 2006.
**All Other Fees**
None
**PART IV

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

Audited Financial Statements for the Year Ended December 31, 2006

2. Supplementary Data

3. Exhibits
Exhibit No.DocumentLocation3.1Articles of IncorporationPreviously Filed3.2BylawsPreviously filed31CertificationIncluded32CertificationIncluded** 

SIGNATURES**
Pursuant to the requirements of Section 13 or 15(d) of theSecurities Exchange Act of 1934, the registrant has duly caused this report tobe signed on its behalf by the undersigned, thereunto duly authorized.

ATLANTIS BUSINESS DEVELOPMENT CORPORATION

                    By:***/s/ Tim DeHerrera                                                               ***

                    Tim DeHerrera, President

                    Date   April 2, 2007

Pursuant to the requirements of the Securities Exchange Actof 1934, this report has been signed below by the following persons on behalf ofthe registrant and in the capacities and on the dates indicated.

                    By***  /s/ Tim DeHerrera                                                               *** 

                    Tim DeHerrera, President, Chairman

                    Date   April 2, 2007

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