UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-KSB

(Mark One)

X ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 For the fiscal year ended December 31, 2004

TRANSITION REPORT UNDER
SECTION 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)                               
|Issuer's
    telephone number:                                                      | (305) 937-7776                                          
|Securities
    registered under Section 12(b) of the Exchange Act:                  | Common Stock, $.001
    Par Value                       



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

Check if there is no disclosure of delinquent filers in
response to Item 405 of Regulation S-B is not contained in this form, and no
disclosure will be contained, to the best of registrant's knowledge, in
definitive proxy or information statements incorporated by reference in Part III
of this Form 10-KSB or any amendment to this Form 10-KSB.

The issuer's revenues for its most recent fiscal year.
  $426,865

The aggregate market value of the voting stock held by non-affiliates of the
registrant, based on the average bid and asked prices on the Over the Counter
Bulletin Board on March 18, 2005 was approximately $110,000.

As of December 31, 2004, the Company had 1,228,456 shares issued and
outstanding of its common stock.



---

TABLE OF CONTENTS



|         |  |                                                                                                                                                                                  |  | 
|-------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | 
|         |  |                                                                                                                                                                                 
|         |  | PART I                                                                                                                                                                           |  | 
|         |  |                                                                                                                                                                                 
|ITEM 1.  |  | Description of
    Business...........................................................................................................3                                          |  | 
|ITEM 2.  |  | Description of Property
   ..........................................................................................................3                                           |  | 
|ITEM 3.  |  | Legal
    Proceedings....................................................................................................................3                                       |  | 
|ITEM 4.  |  | Submission of Matters to a
    Vote of Security Holders.............................................................4                                                            |  | 
|         |  |                                                                                                                                                                                 
|         |  | PART II                                                                                                                                                                          |  | 
|         |  |                                                                                                                                                                                 
|ITEM 5.  |  | Market for Common Equity and
    Related Stockholder Matters............................................... 4                                                                    |  | 
|ITEM 6.  |  | Management's Discussion and
    Analysis of Plan of Operation......................................................5                                                             |  | 
|ITEM 7.  |  | Financial Statements
    .....................................................................................................6                                                  |  | 
|ITEM 8.  |  | Changes In and Disagreements
    With Accountants
    on Accounting and Financial Disclosure..................................................................................25 |  | 
|ITEM 8A. |  | Controls and Procedures
    ....................................................................................................25                                               |  | 
|ITEM 8B  |  | Other
    Information.......................................................................................................25                                                   |  | 
|         |  |                                                                                                                                                                                 
|         |  | PART III                                                                                                                                                                         |  | 
|         |  |                                                                                                                                                                                 
|ITEM 9.  |  | Directors, Executive
    Officers, Promoters and
    Control Persons; Compliance With Section 16(a) of the Exchange Act...............................
    25                    |  | 
|ITEM 10. |  | Executive Compensation
    ..................................................................................................26                                                  |  | 
|ITEM 11. |  | Security Ownership of Certain
    Beneficial Owners
    and Management and Related Stockholder Matters...................................................27                      |  | 
|ITEM 12. |  | Certain Relationships and
    Related Transactions...........................................................................27                                                  |  | 
|ITEM 13. |  | Exhibits and Reports on From
    8-K..............................................................................................28                                             |  | 
|ITEM 14. |  | Principal Accountants Fees
    and Services...........................................................................28                                                         |  | 
|         |  |                                                                                                                                                                                 
|         |  | PART IV                                                                                                                                                                          |  | 
|         |  |                                                                                                                                                                                 
|ITEM 15. |  | Signatures
    .........................................................................................................................29                                       |  | 





PART I

Item 1. Description of Business.

ATLANTIS BUSINESS DEVELOPMENT CORPORATION (the "Company") was initially
incorporated as Vision Technology International in Delaware in December 1986 and
changed its name to Medplus Corporation in 1992. In 2003, it changed its name to
Atlantis Business Development Corporation. The Company is a reporting, publicly
traded company that trades on the OTC Bulletin Board under the symbol ABDV. In
late 1992, the Company's primary business was patient financing through the
Company's acquisition of Patient Plus, Lincoln Professional Services Corporation
and Financial Health Network. In May 1998, the Company drastically reduced
operating its' patient finance operations and went into a minimum business
operation mode seeking additional business opportunities. During fiscal year
2003, Medplus relocated its headquarters from Colorado Springs, Colorado to an
office in Red Bank, New Jersey. During fiscal year 2004 the Company moved its
headquarters to Miami, Fl. The Company's subsidiary E-Direct is a Fax
Broadcaster and Opt-In Emailer doing business World Wide. E-Direct has over 220
Million opt-in email addresses from categories that range from investing to
travel. E-Direct presently owns and operates over 120 servers for all marketing
purposes as a multimedia marketing agency.

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. The decision to become a Business Development Company was made
primarily to better reflect the Company's anticipated future business and
developing relationships. At a shareholders meeting held November 15, 2004,
shareholders approved a proposal allowing the Board of Directors to withdraw
their election to be treated as a business development company. No such
withdrawal has been made at this time.

Accordingly, the Company is now a Business Development Company that has
elected to be regulated 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 formation. Business development
companies are required to offer to accompany their investments with substantial
and continuing management advice.

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

Employees

---------

As of December 31, the Company had 2 full-time employees.

Item 2. Description of Property.

The Company leases its office facilities in Miami under a month-to-month
lease agreement. The office space is fully utilized and management believes it
to be suitable and adequate for it's reasonably foreseeable till expansion is
necessary.

Item 3. Legal Proceedings.

None.

Item 4. Submission of Matters to a Vote of Security Holders.

At a Special Meeting of shareholders held on November 15, 2004, pursuant to
the Notice of Special Meeting of Stockholders dated November 5, 2004, the
following actions were taken:

1. The Proposal to amend the Articles of Incorporation to change the
Company's Name to E-Direct, Inc. was approved but no action has been taken at
this time.

2. The Proposal to allow the Company's Board of Directors to withdraw it's
election to be treated as a Business Development Company was approved. The
company has not withdrawn it's Business Development status at this time

3. The Proposal to change the domicile of the Company to Nevada was approved

4. A Proposal was approved to elect the following individuals to the Board of
Directors:

Chris Dubeau

Tim DeHerrera

Leon Golden

John Leo

5. The proposal to appoint Bagell, Josephs & Company LLP as independent
auditors for the Company for the fiscal year ending December 31, 2004 was
approved

At a special meeting of Shareholders held January 12, 2005, the Shareholders
approved a Proposal to spin-off the Company's wholly owned subsidiary, E-Direct,
Inc. 931,999 shares, or 75% of the issued and outstanding shares, voted in favor
of the proposal.

No other matters were submitted to a vote of the Company's stockholders
during the fourth quarter of the fiscal year covered by this report through the
solicitation of proxies or otherwise.



PART II

Item 5. Market for Common Equity and Related
      Stockholder Matters.

The Company's common Stock is traded on the OTC Bulletin Board under the
symbol ATBD. The high and low bid prices set forth through December 31, 2004 by
fiscal quarter on the following table:

Bid High Bid Low Bid

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

Quarter ended March 31, 2003 $ .02 .01

Quarter ended June 30, 2003 $ .04 .02

Quarter ended September 30, 2003 $ .55 .35

Quarter ended December 31, 2003 $ .40 .25

Quarter ended March 31, 2004 $ .38 .30

Quarter ended June 30, 2004 $ .21 .18

Quarter ended September 30, 2004 $ .10 .09

Quarter ended December 31, 2004 $1.02 1.02





The foregoing prices represent high and low closing bid prices, which reflect
quotations between dealers without adjustments for markups, markdowns or
commissions and may not represent actual transactions. The price also reflects a
reverse split of the Company's stock during 2004. The prices represented in the
quarter ended September 30, 2003 and subsequent quarters reflect the 1 for 10
stock reversal effectuated August 25, 2003. The prices represented in the
quarter ended December 31, 2004 reflect the 1 for 100 stock reversal effectuated
November 26, 2004. The March 28, 2005, the closing price of the Company's common
stock on the OTC Bulleting Board was $1.25 bid and $1.30 asked. As of March 28,
2005 and to the best of the Company's knowledge, there were approximately 2250
holders of its common stock, however the Company believes that there are over
150 holders of its common stock held in "street name" by brokers and clearing
houses.

The Company has not declared any cash dividends on its common stock in the
past two years and has no present intention to pay cash dividends in the
foreseeable future.



Item 6. Management's Discussion and Analysis or Plan of
Operation.

The following is a discussion of the consolidated financial condition and
results of operations of the Company for the transitional period April 1, 2004
to December 31, 2004 and for the year ended March 2004, which should be read in
conjunction with, and is qualified in its entirety by, the consolidated
financial statements and notes thereto included elsewhere in this report.

For the transitional period April 1, 2004 to December 31, 2004, the Company
incurred a net loss of $1,793,094, compared to a net loss of $170,892 for the
comparable 2004 period. The increase in the net loss in 2004 is primarily
attributable to issuing shares of stock for director fees and other related
expenses of during acquisition of E-Direct, Inc and the increase of professional
fees and other expenses.

RESULTS OF OPERATIONS FOR THE TRANSITIONAL PERIOD APRIL 1, 2004 TO DECEMBER
31, 2004 AND YEAR ENDED MARCH 31, 2004.

REVENUES

For the transitional period April 1, 2004 to December 31, 2004, the Company
generated $426,865 in revenues. This is compared to zero revenue for the year
ended March 31, 2004. The Company's revenues in 2004 were derived from fees paid
to the Company's subsidiary E-Direct for multi media marketing services.

OPERATING EXPENSES

PROFESSIONAL FEES AND COMPENSATION

Professional fees and compensation for the transitional period April 1, 2004
to December 31, 2004 totaled $1,086,829 compared to $85,465 for the year ended
March 31, 2004. This $1,001,364 increase resulted from the issuance of stock for
directors fees, other compensation, investor awareness programs and other
related expenses.

OTHER INCOME (EXPENSE)

Other income (expense) for the transitional period April 1, 2004 to December
31, 2004 was an expense of $115,486 as compared to an expense of zero for the
year ended March 31, 2004. The increase in other expense was due to the realized
loss on investment securities and related interest expense.

LIQUIDITY AND CAPITAL RESOURCES

The Company had cash of $16,398 and trade receivables of $0 as of December
31, 2004. Our total current assets were $202,612 as of the same date. We also
had $3,770,000 in Goodwill, making our total assets $3,972,612. Our total
current liabilities were $91,118 as of December 31, 2004. We had $82,518 in
accounts payable and accrued expenses and $8,600 in a officer loan payable. For
the same period ended March 31, 2004, we had cash of $17,821, accounts
receivable of $0, and total current assets of $43,986. We had $46,777 in
accounts payable and accrued expenses and total liabilities of $439,710.

As of December 31, 2004, we have no long-term commitments or contingencies.

CRITICAL ACCOUNTING POLICY AND ESTIMATES

Our Management's Discussion and Analysis of Financial Condition and Results
of Operations section discusses our consolidated financial statements, which
have been prepared in accordance with accounting principles generally accepted
in the United States of America. The preparation of these financial statements
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period. On an
on-going basis, management evaluates its estimates and judgments, including
those related to revenue recognition, accrued expenses, financing operations,
and contingencies and litigation. Management bases its estimates and judgments
on historical experience and on various other factors that are believed to be
reasonable under the circumstances, the results of which form the basis for
making judgments about the carrying value of assets and liabilities that are not
readily apparent from other sources. Actual results may differ from these
estimates under different assumptions or conditions. The most significant
accounting estimates inherent in the preparation of our financial statements
include estimates as to the appropriate carrying value of certain assets and
liabilities which are not readily apparent from other sources. These accounting
policies are described at relevant sections in this discussion and analysis and
in the notes to the consolidated financial statements included in this Annual
Report.

OFF-BALANCE SHEET ARRANGEMENTS

The Company has no off-balance sheet arrangements.

Item 7. Financial Statements.



































ATLANTIS BUSINESS
DEVELOPMENT CORPORATION

(FORMERLY MEDPLUS
CORPORATION)





CONSOLIDATED FINANCIAL
STATEMENTS





FOR THE TRANSITIONAL
PERIOD

APRIL 1, 2004 TO

DECEMBER 31, 2004





AND THE YEAR ENDED

MARCH 31, 2004















---













ATLANTIS BUSINESS
DEVELOPMENT CORPORATION

(FORMERLY MEDPLUS
CORPORATION)

FOR THE TRANSITIONAL
PERIOD APRIL 1, 2004 TO

DECEMBER 31, 2004 AND
THE YEAR ENDED MARCH 31, 2004





INDEX TO CONSOLIDATED
FINANCIAL STATEMENTS









CONSOLIDATED FINANCIAL STATEMENTS:                                                                                                    
Page(s)





Report of Independent Registered Public Accounting Firm -

Bagell, Josephs & Co., LLC for the Transitional Period

April 1, 2004 to December 31, 2004 and the Year Ended

March 31, 2004                                                                                                                                                            
1



Consolidated Balance Sheet at December 31, 2004                                                                                                           
2



Consolidated Statement of Operations for Transitional Period

April 1, 2004 to December 31, 2004 and the Year Ended

March 31, 2004                                                                                                                                                            
3



Statements of Changes in Net Assets for Transitional Period

April 1, 2004 to December 31, 2004 and the Year Ended

March 31, 2004                                                                                                                                                            
4



Statements of Cash Flows for Transitional Period April 1, 2004

to December 31, 2004 and the Year Ended March 31, 2004                                                                                         
5



Notes to the Consolidated Financial Statements                                                                                                             
6-16







---



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

Certified Public
Accountants





High Ridge Commons

Suites 400-403

200 Haddonfield Berlin
Road

Gibbsboro, New Jersey
08026

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



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

Atlantis Business Development
Corporation

We have audited the accompanying consolidated balance sheet
of Atlantis Business Development Corporation as of December 31, 2004, and the
related consolidated statements of operations, consolidated changes in net
assets and consolidated cash flows, for the transitional period April 1, 2004 to
December 31, 2004 and the year ended March 31, 2004. These financial statements
and financial highlights are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements and
financial highlights based on our audits.



We conducted our audits in accordance with auditing standards
of the Public Company Accounting Oversight Bboard (United States). Those
standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.



In our opinion, the consolidated financial statements
referred to above present fairly, in all material respects, the financial
position of Atlantis Business Development Corporation for the transitional
period April 1, 2004 to December 31, 2004 and the year ended March 31, 2004, and
the results of its operations, the changes in its net assets, and its cash
flows, for the transition period and year then ended in conformity with
accounting principles generally accepted in the United States of America.

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

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

Gibbsboro, New Jersey



March 28, 2005



MEMBER OF:    
AMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS

NEW JERSEY SOCIETY OF CERTIFIED PUBLIC ACCOUNTANTS

PENNSYLVANIA INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS



---



ATLANTIS BUSINESS DEVELOPMENT CORPORATION

(FORMERLY MEDPLUS CORPORATION)

CONSOLIDATED BALANCE SHEET

DECEMBER 31, 2004



|                                            |                                         |                                             |                                         |           | 2004
|------------------------------------------- | --------------------------------------- | ------------------------------------------- | --------------------------------------- | --------- | ----
|                                            |                                         |                                             |                                         |           |     
|ASSETS                                      |                                         |                                             |                                         |           |     
|Cash and cash equivalents                   |                                         |                                             | $                           
    16,398
|Goodwill                                    |                                         |                                             |                                         | 3,770,000
|Deposit                                     |                                         |                                             |                                         |           | 500 
|Fixed assets - net                          |                                         |                                             |                                         | 185,714  
|                                            |                                         |                                             |                                         |           |     
|Total Assets                                |                                         |                                             | $                      
      3,972,612
|                                            |                                         |                                             |                                         |           |     
|                                            |                                         |                                             |                                         |           |     
|LIABILITIES AND
    STOCKHOLDERS' EQUITY    |                                        
|Accounts payable and accrued expenses       |                                         | $                           
    82,518    
|Due to officer                              |                                         |                                             |                                         | 8,600    
|                                            |                                         |                                             |                                         |           |     
|Total Liabilities                           |                                         |                                             | $                           
    91,118
|                                            |                                         |                                             |                                         |           |     
|                                            |                                         |                                             |                                         |           |     
|                                            |                                         |                                             |                                         |           |     
|STOCKHOLDERS'
    DEFICIT                   |                                         |                                            
|Common stock, $.001 par value, authorized   |                                         |                                            
|200,000,000 shares at December 31, 2004 and |                                        
|1,228,456 shares issued and outstanding     |                                         | $                             
    1,228   
|Additional paid-in capital                  |                                         |                                             | 6,384,895                              
|Deficit accumulated                         |                                         |                                             | (2,504,629)                            
|                                            |                                         |                                             |                                         |           |     
|Total Stockholders' Equity                  |                                         | $                      
    3,881,494      
|                                            |                                         |                                             |                                         |           |     
|Total Liabilities and Stockholders' Equity  | $                      
      3,972,612
|                                            |                                         |                                             |                                         |           |     
|Net Asset (Loss)
    Value Per Share        |                                         | $                               
      3.15

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

-2-

---





ATLANTIS BUSINESS
DEVELOPMENT CORPORATION

(FORMERLY MEDPLUS
CORPORATION)

CONSOLIDATED
STATEMENTS OF OPERATIONS



|                                             |                                             | For The                                        |           |                                   
|-------------------------------------------- | ------------------------------------------- | ---------------------------------------------- | --------- | ----------------------------------
|                                             |                                             | Transitional Period                            |           |                                   
|                                             |                                             | April 1, 2004                                  |           | For the                           
|                                             |                                             | To                                             |           | Year Ended                        
|                                             |                                             | December 31,                                   |           | March 31,                         
|                                             |                                             | 2004                                           |           | 2004                              
|                                             |                                             |                                                |           |                                   
|REVENUES:                                    |                                             |                                                |          
|                                             | Sales                                       | $                               
    426,865   |           | $                           
    -
|                                             |                                             |                                                |           |                                   
|COST OF SALES                                | (152,024)                                   |                                                | -        
|                                             |                                             |                                                |           |                                   
|GROSS PROFIT                                 | 274,841                                     |                                                | -        
|                                             |                                             |                                                |           |                                   
|OPERATING
    EXPENSES:                      |                                             |                                                |          
|                                             | Compensation                                | 685,699                                        |           | -                                 
|                                             | Professional fees and other                 | 1,086,829                                      |           | 85,465                            
|                                             | General and administrative
    expenses     | 92,279                                         |           | 63,461                            
|                                             | Rent and other expenses                     | 66,274                                         |           | 16,500                            
|                                             | Travel                                      | 21,368                                         |           | 5,466                             
|                                             |                                             |                                                |           |                                   
|                                             | TOTAL OPERATING EXPENSES                    | 1,952,449                                      |           | 170,892                           
|                                             |                                             |                                                |           |                                   
|LOSS BEFORE
    OTHER (EXPENSE)              | (1,677,608)                                 |                                                | (170,892)
|                                             |                                             |                                                |           |                                   
|OTHER
    (EXPENSE):                         |                                             |                                                |          
|                                             | Realized loss on investment
    securities  | (110,986)                                      |           | -                                 
|                                             | Beneficial interest expense                 | (4,500)                                        |           | -                                 
|                                             |                                             |                                                |           |                                   
|                                             | TOTAL OTHER (EXPENSE)                       | (115,486)                                      |           | -                                 
|                                             |                                             |                                                |           |                                   
|INVESTMENT
    (LOSS), NET                   | (1,793,094)                                 |                                                | (170,892)
|                                             |                                             |                                                |           |                                   
|NET (DECREASE)
    IN NET ASSETS FROM        |                                             |                                                |          
|                                             | OPERATIONS PER SHARE,
    BASIC AND DILUTED | $                                  
    (3.52) |           | $                   
    (1.12)   
|                                             |                                             |                                                |           |                                   
|WEIGHTED
    AVERAGE NUMBER OF COMMON SHARES | 509,867                                     |                                                | 151,725  





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



-3-

---





ATLANTIS BUSINESS
DEVELOPMENT CORPORATION

(FORMERLY MEDPLUS
CORPORATION)

CONSOLIDATED
STATEMENTS OF CHANGES IN NET ASSETS

FOR THE TRANSITIONAL
PERIOD APRIL 1, 2004 TO DECMEBER 31, 2004

AND THE YEAR ENDED
MARCH 31, 2004



|                                             |              |  |                                   |  | Additional                          |  |                                              |  | Total                               
|-------------------------------------------- | ------------ |  | --------------------------------- |  | ----------------------------------- |  | -------------------------------------------- |  | ------------------------------------
|                                             | Common Stock |  | Paid in                           |  | Deficit                             |  | Stockholders'                               
|                                             | Shares       |  | Amount                            |  | Capital                             |  | Accumulated                                  |  | Equity                              
|                                             |              |  |                                   |  |                                     |  |                                              |  |                                     
|Balance, March 31, 2003                      | 45,079,228   |  | $ 45,079                          |  | $ 10,898,799                        |  | $ (11,243,578)                               |  | $ (299,700)                         
|                                             |              |  |                                   |  |                                     |  |                                              |  |                                     
|Recapitalization at April 1,
    2003        | 2,532,072    |  | 2,532                             |  | (10,898,799)                        |  | 10,896,267                                   |  | -                                   
|                                             |              |  |                                   |  |                                     |  |                                              |  |                                     
|Adjustment of IRS liability                  |              |  | -                                 |  | -                                   |  | (193,332)                                    |  | (193,332)                           
|                                             |              |  |                                   |  |                                     |  |                                              |  |                                     
|Reverse stock split, 1 to 10                 | (42,849,000) |  | (42,849)                          |  | 42,849                              |  | -                                            |  | -                                   
|                                             |              |  |                                   |  |                                     |  |                                              |  |                                     
|Common stock issued for debt                 |              |  |                                   |  |                                     |  |                                              |  |                                     
|conversion                                   | 20,000,000   |  | 20,000                            |  | 183,200                             |  | -                                            |  | 203,200                             
|                                             |              |  |                                   |  |                                     |  |                                              |  |                                     
|Common shares issued for cash                | 1,075,000    |  | 1,075                             |  | 168,930                             |  | -                                            |  | 170,005                             
|                                             |              |  |                                   |  |                                     |  |                                              |  |                                     
|Net decrease in net assets                   |              |  |                                   |  |                                     |  |                                              |  |                                     
|from operations                              | -            |  | -                                 |  | -                                   |  | (170,892)                                    |  | (170,892)                           
|                                             |              |  |                                   |  |                                     |  |                                              |  |                                     
|Balance, March 31, 2004                      | 25,837,300   |  | $                   
    25,837   |  | $                     
    394,979  |  | $                            
    (711,535)  |  | $                   
    (290,719)  
|                                             |              |  |                                   |  |                                     |  |                                              |  |                                     
|Common stock issued for
    purchase         |              |  |                                   |  |                                     |  |                                              |  |                                     
|of E-Direct, Inc. and related
    expenses   | 24,825,000   |  | 24,825                            |  | 4,591,274                           |  | -                                            |  | 4,616,099                           
|                                             |              |  |                                   |  |                                     |  |                                              |  |                                     
|Common stock issued for
    directors 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 professional fees                        | 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 decrease in net assets                   |              |  |                                   |  |                                     |  |                                              |  |                                     
|from operations                              | -            |  | -                                 |  | -                                   |  | (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 notes are an integral part of the
consolidated financial statements.



-4-

---



ATLANTIS BUSINESS
DEVELOPMENT CORPORATION

(FORMERLY MEDPLUS
CORPORATION)

CONSOLIDATED
STATEMENTS OF CASH FLOWS



|                                                                    |                                                                      |           | For The                                                     |          |                                         
|------------------------------------------------------------------- | -------------------------------------------------------------------- | --------- | ----------------------------------------------------------- | -------- | ----------------------------------------
|                                                                    |                                                                      |           | Transitional Period                                         |          |                                         
|                                                                    |                                                                      |           | April 1, 2004                                               |          | For the                                 
|                                                                    |                                                                      |           | To                                                          |          | Year Ended                              
|                                                                    |                                                                      |           | December 31,                                                |          | March 31,                               
|                                                                    |                                                                      |           | 2004                                                        |          | 2004                                    
|CASH FLOWS
    FROM OPERATING ACTIVITIES                            |                                                                      |           |                                                            
|Net loss                                                            |                                                                      |           | $                                          
    (1,793,094) |          | $                         
    (170,892)
|                                                                    |                                                                      |           |                                                             |          |                                         
|Adjustments to
    reconcile net loss to net cash                   |                                                                      |           |                                                            
|used in
    operating activities:                                   |                                                                      |           |                                                            
|Impairment of securities                                            |                                                                      | 110,986   |                                                             | -       
|Depreciation                                                        |                                                                      | 14,688    |                                                             | 335     
|Beneficial interest expense                                         | 4,500                                                                |           | -                                                          
|Common stock issued for director fees and related
    expenses      | 1,476,349                                                            |           | -                                                          
|Investment received from sale of product                            | (72,720)                                                             |           | -                                                          
|                                                                    |                                                                      |           |                                                             |          |                                         
|Changes in
    assets and liabilities:                              |                                                                      |           |                                                            
|Accounts payable and accrued expenses                               | (34,432)                                                             |           | 44,777                                                     
|Other assets                                                        |                                                                      | (500)     |                                                             | -       
|Other liabilities                                                   |                                                                      | -         |                                                             | 101     
|                                                                    |                                                                      |           |                                                             |          |                                         
|Total Adjustments                                                   |                                                                      | 1,498,871 |                                                             | 45,213  
|                                                                    |                                                                      |           |                                                             |          |                                         
|Net cash used in operating activities                               | (294,223)                                                            |           | (125,679)                                                  
|                                                                    |                                                                      |           |                                                             |          |                                         
|CASH FLOWS
    FROM INVESTING ACTIVITIES                            |                                                                      |           |                                                            
|Purchase of fixed assets                                            |                                                                      | -         |                                                             | (4,000) 
|Increase in investments                                             |                                                                      | (40,900)  |                                                             | (22,500)
|                                                                    |                                                                      |           |                                                             |          |                                         
|Net cash (used
    in) investing activities                         | (40,900)                                                             |           | (26,500)                                                   
|                                                                    |                                                                      |           |                                                             |          |                                         
|CASH FLOWS
    FROM FINANCING ACTIVITIES                            |                                                                      |           |                                                            
|Short-term debt - advances                                          | 8,600                                                                |           | 105,000                                                    
|Stock issued for cash                                               |                                                                      | 198,500   |                                                             | 65,000  
|Issuance of note                                                    |                                                                      | 126,600   |                                                             | -       
|                                                                    |                                                                      |           |                                                             |          |                                         
|Net cash provided by financing activity                             | 333,700                                                              |           | 170,000                                                    
|                                                                    |                                                                      |           |                                                             |          |                                         
|NET INCREASE
    IN CASH AND CASH EQUIVALENTS                       | (1,423)                                                              |           | 17,821                                                     
|                                                                    |                                                                      |           |                                                             |          |                                         
|CASH AND CASH
    EQUIVALENTS - BEGINNING OF YEAR                   | 17,821                                                               |           | -                                                          
|                                                                    |                                                                      |           |                                                             |          |                                         
|CASH AND CASH
    EQUIVALENTS - END OF THE PERIOD                   | $                                                  
      16,398     |           | $                           
      17,821                  
|                                                                    |                                                                      |           |                                                             |          |                                         
|SUPPLEMENTAL
    SCHEDULE OF NONCASH ACTIVITY:                      |                                                                      |           |                                                            
|                                                                    |                                                                      |           |                                                             |          |                                         
|Issuance of
    common stock for conversion of debt                 | $                                                           
      - |           | $                          
      203,200                  
|                                                                    |                                                                      |           |                                                             |          |                                         
|Adjustment of IRS
    liability and settltment                      | $                                               
      (189,707)     |           | $                          
      193,332                  
|                                                                    |                                                                      |           |                                                             |          |                                         
|Issuance of
    common stock for director fees and related expenses | $                                              
      1,476,349      |           | $                                    
      -              
|                                                                    |                                                                      |           |                                                             |          |                                         
|Investment
    received from sale of product                        | $                                                   
      72,720    |           | $                                     
      -             
|                                                                    |                                                                      |           |                                                             |          |                                         
|Common stock
    issued for note payable conversion                 | $                                                 
      125,000     |           | $                                      
      -            

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



-5-

---



ATLANTIS BUSINESS
DEVELOPMENT CORPORATION

(FORMERLY MEDPLUS
CORPORATION)

NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS

FOR THE TRANSITIONAL
PERIOD APRIL 1, 2004 TO DECEMBER 31, 2004

AND THE YEAR ENDED
MARCH 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.



With this new designation, the Company as of April 1,
        2003, has offset their existing additional paid-in capital to the
        deficits that had accumulated since inception (December 1986). The net
        result was that the deficits accumulated in the development stage was
        left with a balance of $540,643.

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.









-6-

---





ATLANTIS BUSINESS
DEVELOPMENT CORPORATION

(FORMERLY MEDPLUS
CORPORATION)

NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS (CONTINUED)

FOR THE TRANSITIONAL
PERIOD APRIL 1, 2004 TO DECEMBER 31, 2004

AND THE YEAR ENDED
MARCH 31, 2004





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
        transitional period April 1, 2004 to December 31, 2004. All significant
        intercompany accounts and transactions have been eliminated in
        consolidation.

> 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 31 to
        December 31. A nine month fiscal transition period from April 1, 2004
        through December 31, 2004 precedes the start of the new calendar-year
        cycle.



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.











-7-





---

ATLANTIS BUSINESS
DEVELOPMENT CORPORATION

(FORMERLY MEDPLUS
CORPORATION)

NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS (CONTINUED)

FOR THE TRANSITIONAL
PERIOD APRIL 1, 2004 TO DECEMBER 31, 2004

AND THE YEAR ENDED
MARCH 31, 2004





NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Cash and Cash Equivalents (Continued)



At December 31, 2004, the Company maintained cash and
        cash equivalent balances at two financial institutions which are 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.



Development Stage



For the transitional period April 1, 2004 to December
        31, 2004, the Company had revenues and thus is no longer considered to
        be in the development stage.



Property and Equipment



Equipment is stated at cost. Depreciation is provided
        using the straight-line method over the estimated useful lives of the
        assets.



Maintenance and repairs are charged to operations
        when incurred. Betterments and renewals are capitalized. When equipment
        are sold or otherwise disposed of, the asset accounts and related
        accumulated depreciation accounts are relieved, and any gain or loss is
        included in operations.









-8-



---



ATLANTIS BUSINESS
DEVELOPMENT CORPORATION

(FORMERLY MEDPLUS
CORPORATION)

NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS (CONTINUED)

FOR THE TRANSITIONAL
PERIOD APRIL 1, 2004 TO DECEMBER 31, 2004

AND THE YEAR ENDED
MARCH 31, 2004



NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Property and Equipment (Continued)

The useful lives of equipment for purposes of
        computing depreciation are:



Equipment                                
        5-7 years



Depreciation expense for the transitional period ended December 31,
        2004 and the year ended March 31, 2004 was $14,688 and $335,
        respectively.

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.



Fair Value of Financial Instruments

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



Advertising Costs

The Company expenses the costs associated with
        advertising as incurred. The Company had, for the transitional period
        ended December 31, 2004 and the year ended March 31, 2004, $5,158 and
        $1,452 of advertising expense, respectively.





-9-

---

ATLANTIS BUSINESS
DEVELOPMENT CORPORATION

(FORMERLY MEDPLUS
CORPORATION)

NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS (CONTINUED)

FOR THE TRANSITIONAL
PERIOD APRIL 1, 2004 TO DECEMBER 31, 2004

AND THE YEAR ENDED
MARCH 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) includes 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:





|                                   |               |  |         |                 | December 31, |                   | March 31,
|---------------------------------- | ------------- |  | ------- | --------------- | ------------ | ----------------- | ---------
|                                   |               |  |         |                 | 2004         |                   | 2004     
|                                   |               |  |         |                 |              |                   |          
|Net (loss)                         |               |  |         | $   (1,793,094) |              | $       (170,892)
|                                   |               |  |         |                 |              |                   |          
|Weighted average
    common shares |               |  |         |                
|Outstanding (Basic)                |               |  | 509,867 |                 | 151,725     
|                                   |               |  |         |                 |              |                   |          
|Weighted average
    common stock  |               |  |         |                
|Equivalents                        |               |  |         |                 |              |                  
|                                   | Stock options |  |         | -               |              | -                
|                                   | Warrants      |  |         |                 | -            |                   | -        
|                                   |               |  |         |                 |              |                   |          
|Weighted average
    common shares |               |  |         |                
|Outstanding
    (Diluted)          |               |  | 509,867 |                 | 151,725     











-10-

---

ATLANTIS BUSINESS
DEVELOPMENT CORPORATION

(FORMERLY MEDPLUS
CORPORATION)

NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS (CONTINUED)

FOR THE TRANSITIONAL
PERIOD APRIL 1, 2004 TO DECEMBER 31, 2004

AND THE YEAR ENDED
MARCH 31, 2004





NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Stock Based Compensation



The Company has elected to follow Accounting
        Principles Board Opinion No. 25 "Accounting for Stock Issued to
        Employees" (APB No. 25), and related interpretations, in accounting
        for their employee stock options rather than the alternative fair value
        accounting allowed by SFAS No. 123, "Accounting for Stock-Based
        Compensation", and has adopted the enhanced disclosure provisions of
        SFAS No. 148, "Accounting for Stock Based Compensation - Transition
        and Disclosures", an amendment of SFAS No. 123. APB No. 25 provides
        that the compensation expense relative to the Company's employee stock
        options is measured based on the intrinsic value of the stock option.
        SFAS No. 123 requires companies that continue to follow APB No. 25 to
        provide a pro-forma disclosure of the impact of applying the fair value
        method of SFAS No. 123 and, as amended, SFAS 148.



Recent Accounting Pronouncements



In June 2001, the 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 supersedes 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 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 statements.











-11-

---

ATLANTIS BUSINESS
DEVELOPMENT CORPORATION

(FORMERLY MEDPLUS
CORPORATION)

NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS (CONTINUED)

FOR THE TRANSITIONAL
PERIOD APRIL 1, 2004 TO DECEMBER 31, 2004

AND THE YEAR ENDED
MARCH 31, 2004





NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Recent Accounting Pronouncements (Continued)

On October 3, 2001, the FASB issued Statement of
        Financial Accounting Standards No. 144, "Accounting for the
        Impairment or Disposal of Long-Lived Assets"("SFAS 144"), that is
        applicable to financial statements issued for fiscal years beginning
        after December 15, 2001. The FASB's new rules on asset impairment
        supersede SFAS 121,"Accounting for the Impairment of Long-Lived
        Assets and for Long-Lived Assets to be Disposed Of," and portions of
        Accounting Principles Board Opinion 30, "Reporting the Results of
        Operations." This Standard provides a single accounting model for
        long-lived assets to be disposed of and significantly changes the
        criteria that would have to be met to classify an asset as
        held-for-sale. Classification as held-for-sale is an important
        distinction since such assets are not depreciated and are state at the
        lower of fair value or carrying amount. This Standard also requires
        expected future operating losses from discounted operations to be
        displayed in the period (s) in which the losses are incurred, rather
        than as of the measurement date as presently required. The Company at
        December 31, 2004 impaired $110,986 of worthless investments.

> Reclassifications

Certain amounts in March 31, 2004 have been
        reclassified to conform to the December 31, 2004 presentation.



NOTE 3- INVESTMENTS IN PRIVATE CORPORATIONS



At December 31, 2004, the cost of investment for
        federal income tax purposes was the same for financial reporting
        purposes. Investments are made at cost. At December 31, 2004, the
        Company disposed of its private investments as these were deemed
        worthless. (See Note 2)





-12-

---

ATLANTIS BUSINESS
DEVELOPMENT CORPORATION

(FORMERLY MEDPLUS
CORPORATION)

NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS (CONTINUED)

FOR THE TRANSITIONAL
PERIOD APRIL 1, 2004 TO DECEMBER 31, 2004

AND THE YEAR ENDED
MARCH 31, 2004





NOTE 4- SHORT TERM DEBT- ADVANCES - DUE TO OFFICER

The advances represent notes that are due with no
        specific repayment terms from a related party.

NOTE 5- OPERATING LEASES

> The Company leases office and facility space with
>         various expiration dates through the year ended December 31, 2008.
>         Monthly payments for the leases are approximately $7,600 per month.
>         Minimum lease payments under operating leases are as follows:
>         Year Ended
>             December 31,
>             
>             
>             2005                                           
>             $91,200
>             2006                                             
>             61,200
>             2007                                             
>             61,200
>             2008                                             
>             30,600
>             
>             $244,200

NOTE 6- STOCKHOLDERS' DEFICIT

The following details the stock transactions for the
        year ended March 31, 2004:



The Company issued 2,531,780 shares of common stock
        to an investor for $50,000 on June 25, 2003. The Company on September
        19, 2003 rescinded this transaction. The transfer agent on October 17,
        2003 cancelled the stock.



The Board of Directors on July 29, 2003 voted to
        increase the common stock authorized of the Company to 200,000,000 and
        approved a 1 for 10 reverse stock split.

-13-

---

ATLANTIS BUSINESS
DEVELOPMENT CORPORATION

(FORMERLY MEDPLUS
CORPORATION)

NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS (CONTINUED)

FOR THE TRANSITIONAL
PERIOD APRIL 1, 2004 TO DECEMBER 31, 2004

AND THE YEAR ENDED
MARCH 31, 2004





NOTE 6- STOCKHOLDERS' DEFICIT (CONTINUED)



The Company issued 20,000,000 shares of stock to
        convert $203,200 of payables and cancel their deferred compensation and
        employment contracts that existed from the prior officers and
        stockholders. The amount retired was agreed upon contractually.



The Company issued 1,075,000 shares of stock for cash
        of $65,000 and the conversion of a note of $105,000 in the fourth
        quarter of the Company's fiscal year ended March 31, 2004.



The following details the stock transactions for the
        transitional period April 1, 2004 to December 31, 2004:



The Company issued 24,825,000 shares of stock for
        director fees and other related expenses of $646,099 during acquisition
        of E-Direct, Inc. and for the purchase of E-Direct, Inc.'s assets valued
        at $3,970,000 including goodwill.



The Company issued 266,667 shares of stock for
        director fees and other related expenses of $48,000 in September 2004.



The Company issued 3,716,667 shares of stock for cash
        of $98,500 and a receivable due of $240,000 between July and September
        2004.



The Company cancelled and recovered 1,700,000 shares
        of common stock from an investor for non performance.



The Company issued 1,000,000 shares of stock for
        $100,000 cash that was utilized for payment of back payroll taxes.













-14-

---



ATLANTIS BUSINESS
DEVELOPMENT CORPORATION

(FORMERLY MEDPLUS
CORPORATION)

NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS (CONTINUED)

FOR THE TRANSITIONAL
PERIOD ENDED DECEMBER 31, 2004

AND THE YEAR ENDED
MARCH 31, 2004



NOTE 6- STOCKHOLDERS' DEFICIT (CONTINUED)

The Company issued 149,983 shares of stock for
        compensation and director fees of $6,000 in November 2004.



The Company issued 1,250,000 shares of stock in
        November 2004 for conversion of debt to an Officer of the Company.



The Board of Directors on November 18, 2004 voted to
        effectuate a 1 for 100 reverse stock split thereby decreasing the total
        number of outstanding shares by 54,792,161 shares.



The Company issued 675,000 shares of stock for
        compensation of $776,250 in December 2004.



NOTE 7- PROVISION FOR INCOME TAXES

The Company did not provide for income taxes for the
        transitional period ended December 31, 2004 and the year ended March 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, 2004, the deferred tax assets consists of the
>         following:

> 

-15-

---

ATLANTIS BUSINESS
DEVELOPMENT CORPORATION

(FORMERLY MEDPLUS
CORPORATION)

NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS (CONTINUED)

FOR THE TRANSITIONAL
PERIOD ENDED DECEMBER 31, 2004

AND THE YEAR ENDED
MARCH 31, 2004



NOTE 8- SUBSEQUENT EVENTS



On January 21, 2005 the Company has spun off its
        wholly owned subsidiary E-Direct, Inc. The proforma effect of the
        disposition is as follows:



> Net
>             Assets - Proforma                           
>             $      628
>             Net
>             Liabilities - Proforma                          
>             79,343
>             
>             Net
>             Liabilities Over Assets                     
>             $(78,715)



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. The Company also
        in March 2005 signed an asset purchase agreement with its former
        subsidiary.



The Company on March 10, 2005 announced a three for
        one forward stock split that is effective March 31, 2005.









































-16-

---







Item 8. Changes In and Disagreements With Accountants on
Accounting and Financial Disclosure.

On August 4, 2003, the Company terminated the services of Clyde Bailey, P.C.
as its accountant. The Company retained Bagel, Josephs and Company, LLC as its
new certifying accountant.

Item 8A. Controls and Procedures.

Within the 90-day period prior to the filing of this report, the Company
carried out an evaluation of the effectiveness of the Company's disclosure
controls and procedures (as defined by Rule 13a-14(c) under the Securities
Exchange Act of 1934) under the supervision and with the participation of the
Company's chief executive officer and chief financial officer. Based on and as
of the date of such evaluation, the aforementioned officers have concluded that
the Company's disclosure controls and procedures were effective.

The Company also maintains a system of internal accounting controls that is
designed to provide assurance that assets are safeguarded and that transactions
are executed in accordance with management's authorization and properly
recorded. This system is continually reviewed and is augmented by written
policies and procedures, the careful selection and training of qualified
personnel and an internal audit program to monitor its effectiveness. During the
fiscal year ended March 31, 2004, there were no significant changes to this
system of internal controls or in other factors that could significantly affect
those controls.

Item 8B. Other Information.

As of December 31, 2004, management is unaware of any additional information
that were to be reported on From 8-K during the fourth quarter of the fiscal
year ended December 31, 2004.

PART III

Item 9. Directors, Executive Officers, Promoters and
      Control Persons

Directors and Executive Officers

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



Name Age Position

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

Chris Dubeau CEO, Chairman of the Board of Directors

Tim Deherrera President, Director

Leon Golden Director

John Leo Director

Tim DeHerrera. Mr. DeHerrera was President and Director of the Company
from January 1996 to April 4, 2003 when he became Secretary and Treasurer of the
Company and on October 5th2004 became President again. Prior to
joining the Company he was in the financial services sector for over fifteen
years. He most recently was president of Alternative Finance Advisors, Inc, a
company that consults to the credit industry for private label credit cards,
affinity credit cards, installment based finance programs and others. As
president of Medplus, a medical finance company, Mr. DeHerrera did extensive
work in investment banking, capital formation, capital restructures, private
placements and lender negotiations and development.

Christopher Dubeau, Director. Mr. Dubeau has been in the Internet
marketing business since the year 2000. During the past 4 years he has owned and
operated a successful hosting business and produced a successful opt-in emailing
business from the ground up. Recently, Mr. Dubeau ventured into the fax over IP
business, which is relatively new. He has built a fax broadcasting system which
uses FOIP and acquired a database of over eight million opt in fax numbers from
InfoUSA, Dunn & Bradstreet, and many other list management companies. Mr. Dubeau
has extensive knowledge of computer hardware, software, and IP technology. Mr.
Dubeau is knowledgable in Linux, Free BSD, C++ programming, as well as IP
translation, firewalls, and software.

Leon Golden, Director. On April 4, 2003, Mr. Golden was appointed a
Director of the Company. For the last two years, Mr. Golden had his own CPA
practice in New York City. Also, he worked as a public accountant for another
New York City CPA Firm for fifteen years. Mr. Golden concentrates in
Broker-Dealer accounting. He earned a B.S. in Accounting from Brooklyn College.

John Leo, Director. On April 4, 2003, Mr. Leo was appointed a Director of
the Company. Since December of 2001 he was a founder and Managing Partner of
Venture Capital Partners, LLC a Jersey City consulting company. Also, in 2001 he
was a financial advisor and OTC stock trader for AM Capital LLC, a New York City
brokerage firm. From 1997 to 2001, Mr. Leo was an OTC stock trader for M.H.
Meyerson & Co., Inc. of Jersey City. For eight years prior thereto he worked as
a stock trader for various brokerage firms in the East coast area. Mr. Leo has
obtained Series 7,63,55,24 and 3 licenses.

Item 10. Executive Compensation.

None of the Company's executive officers received any compensation for
services rendered during the fiscal year ended March 31, 2004. The following
tables set forth the compensation received by the Company's Chief Executive
Officer for services rendered during the fiscal year and the transictional
period ended December 31, 2004.

|Annual Compensation
|-------------------
|Fiscal Year        
|Tim DeHerrera      
|Brian Zucker       
|John Figliolini    
|                   
|Chris Dubeau       

Mr. Zucker resigned as an officer and Director of the Company on
        October 26, 2004.

Mr. Figliolini resigned as an officer and Director of the Company on
        October 5, 2004.

Stock option plan. The Company's Incentive Option Plan (the "Plan") was
adopted by the Company's Board of Directors and approved by the stockholders in
April 2004. A total of 1,000,000 shares of Common Stock were reserved for
issuance under the Plan. The Plan provides for the granting to certain employees
of stock options, stock appreciation rights and supplemental bonuses. The Plan
permits the grant of both "incentive stock options" within the meaning of
Section 422 of the Internal Revenue Code of 1986 (the "Code"), and non-statutory
options, which do not meet the requirements of Section 422. The Company has
issued stock options in the amount of 600,000 shares to employees of the Company
and all have been exercised. A total of 400,000 shares remain available.

Item 11. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters.

The following table sets forth information as of March 28, 2005 regarding the
Company's Common Stock owned of record or beneficially by (i) each person known
to 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 a
group.



|Name of Beneficial Owner                      | Nature of Affiliation | Shares of Common Stock Beneficially Owned (3) | Percentage of Shares of Common Stock Beneficially owned
|--------------------------------------------- | --------------------- | --------------------------------------------- | -------------------------------------------------------
|Tim DeHerrera(1)                              | President, Director   | 168,466                                       | 14%                                                    
|Christopher Dubeau(1)                         | CEO, Chairman         | 722,950                                       | 59%                                                    
|Leon Golden                                   | Director              | 0                                             | 0%                                                     
|John Leo (1)(3)                               | Director              | 11,000                                        | Less than 1%                                           
|Gerald Jacoby(1)(4)                           | Director              | 25,000                                        | 2%                                                     
|P. James Voloshin(1)(5)                       | Director              | 134,211                                       | 11%                                                    
|Lloyd Madison(2)
    Capital Holdings, Inc.   | Shareholder           | 93,890                                        | 8%                                                     
|Officers, Directors and Affiliates as a group | Group of 7            | 1,155,517                                     | 94%                                                    

1. The address of these affiliates is 100 NE 80th Terrace,
    Miami, FL 33138

2. The address of this affiliate is 54 Broad Street, Suite 200B, Red
    Bank, NJ 07701

3. Mr. Leo resigned as a director on March 10, 2005

4. Mr. Jacoby became a director on January 14, 2005

5. Mr. Voloshin became a director on March 14, 2005



On December 31, 2004, there were 1,228,456 common shares outstanding.

Item 12. Certain Relationships and Related
      Transactions.

None.

Item 13. Exhibits.

Exhibits

|Exhibit No. | Document                  | Location        
|----------- | ------------------------- | ----------------
|3.1         | Articles of Incorporation | Previously Filed
|3.2         | Bylaws                    | Previously filed
|23          | Consent of Auditor        | Included        
|31          | Certification             | Included        
|32          | Certification             | Included        

Item 14. Principal Accountant Fees and Services.

Relationship with Independent Auditors



The firm of Bagell Josephs & Company served as the Company's
independent public accountants for the year ended December 31, 2004. The Board
of Directors of the Company, in its discretion, may direct the appointment of
different public accountants at any time during the year, if the Board believes
that a change would be in the best interests of our stockholders. The Board of
Directors has considered the audit fees, audit-related fees, tax fees and other
fees paid to the Company's accountants, as disclosed below, and had determined
that the payment of such fees is compatible with maintaining the independence of
the accountants.



Set forth below is a summary of the fees paid to the
Company's principal accountants for the past two years for the professional
services performed for the Company.

Audit Fees



The aggregate fees billed by Bagell Josephs & Company for
professional services rendered for the audit of the Company's annual financial
statements on Form 10-KSB and the reviews of the financial statements included
in the Company's Form 10-QSB's for the fiscal year ended December 31, 2004 was
$30,000.



Audit-Related Fees

None

Tax Fees



The aggregate fees billed by Bagell Josephs & Company for
professional services rendered for Internal Revenue Service work relating to the
reinstatement of Offer in Compromise for the fiscal year ended December 31, 2004
was $ 5,000.



All Other Fees

None



PART IV



SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act,
the registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

> ATLANTIS BUSINESS DEVELOPMENT CORPORATION
>               By: /s/ Tim DeHerrera
>               Tim
>               DeHerrera, President

Date   March 31, 2005

In accordance with
the Exchange Act, this report has been signed below by the following persons on
behalf of the registrant and in the capacities and on the dates indicated.

By:/s/ Tim DeHerrera

Tim DeHerrera, Director, President

Date March 31, 2005

By:/s/ Tim DeHerrera

Christopher Dubeau, CEO, Chairman



Date March 31, 2005