UNITED STATES SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

Form 10-K 

(Mark One)

X ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 For the fiscal year ended December 31, 2005 

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT 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) 937-7776Securities    registered under Section 12(b) of the Exchange Act: Common Stock, $.001    Par Value
Indicate by check mark if the registrant is a well-knownseasoned issuer, as defined in rule 405 of the Securites Act: [ ] Yes [X] No

Check whether the issuer is not required to file reportspursuant to Section 13 or 15(d) of the Exchange Act. 

[ ]

Check whether the issuer (1) filed all reports required to befiled by Section 13 or 15(d) of the Exchange Act during the past 12 months (orfor 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 inresponse to Item 405 of Regulation S-B contained in this form, and no disclosurewill be contained, to the best of registrant's knowledge, in definitive proxy orinformation statements incorporated by reference in Part III of this Form 10-Kor any amendment to this Form 10-K. [ ]

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

The issuer's revenues for its most recent fiscal year. $0.00The registrant spun off it's two subsidiaries in 2005.

The aggregate market value of the voting stock held by non-affiliates of theregistrant, based on the average bid and asked prices on the Over the CounterBulletin Board on March 30, 2006 was approximately $6,519,791. 

As of December 31, 2005, the Company had 14,013,750 shares issued andoutstanding of its common stock.
******TABLE OF CONTENTS**       **  ****PART I**   ITEM 1.  Description of    Business. ..................3   ITEM 2.  Description of Property    ... ....................9   ITEM 3.  Legal    Proceedings......................9   ITEM 4.  Submission of Matters to a    Vote of Security Holders . ...............9      **PART II**   ITEM 5.  Market for Common Equity and    Related Stockholder Matters.. ..............10   ITEM 6 Selected Financial    Data...............10  ITEM 7.  Management's Discussion and    Analysis of Plan of Operation ..........12   ITEM 7A. Quatitative and Qualitative    Disclosures about Market Risk.............13  ITEM 8.  Financial Statements     ..................13   ITEM 9.  Changes In and Disagreements    With Accountants    
on Accounting and Financial    Disclosure................33   ITEM 9A.  Controls and Procedures    ...................33   ITEM 9B Other    Information....................33     **PART III****  ** ITEM 10. Directors, Executive    Officers, Promoters and    
Control Persons; Compliance With Section 16(a) of the Exchange Act    ............33   ITEM 11.  Executive Compensation    ...................34   ITEM 12.  Security Ownership of Certain    Beneficial Owners    
and Management and Related Stockholder    Matters..............35   ITEM 13.  Certain Relationships and    Related Transactions................35   ITEM 14.  Exhibits and Reports on From    8-K....................35    **  ****PART IV**   ITEM 15.  Principal Accountants Fees    and Services ..................36      Signatures    ........................37   **PART I

Item 1.Description of Business.**
ATLANTIS BUSINESS DEVELOPMENT CORPORATION (the "Company") was initiallyincorporated as Vision Technology International in Delaware in December 1986 andchanged its name to Medplus Corporation in 1992. In 2003, it changed its name toAtlantis Business Development Corporation. The Company is a reporting, publiclytraded company that trades on the OTC Bulletin Board under the symbol ABDV. Inlate 1992, the Company's primary business was patient financing through theCompany's acquisition of Patient Plus, Lincoln Professional Services Corporationand Financial Health Network. In May 1998, the Company drastically reducedoperating its' patient finance operations and went into a minimum businessoperation mode seeking additional business opportunities. During fiscal year2003, Medplus relocated its headquarters from Colorado Springs, Colorado to anoffice in Red Bank, New Jersey. During fiscal year 2004 the Company moved itsheadquarters to Miami, Fl. The Company's subsidiary E-Direct is a FaxBroadcaster and Opt-In Emailer doing business World Wide. E-Direct has over 220Million opt-in email addresses from categories that range from investing totravel. E-Direct presently owns and operates over 120 servers for all marketingpurposes as a multimedia marketing agency. 

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

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

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

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

RISKS RELATED TO OUR BUSINESS
**We Have Historically Lost Money and Losses May Continue in the Future**
We have historically lost money. As of the fiscal year ended December 31,2005, we sustained losses of $4 million. Future losses are likely to occur.Accordingly, we may experience significant liquidity and cash flow problems ifwe are not able to raise additional capital as needed and on acceptable terms.No assurances can be given that we will be successful in reaching or maintainingprofitable operations. 
**We Will Need to Raise Additional Capital to Finance Operations**
Our operations have relied almost entirely on external financing to fund ouroperations. Such financing has historically come from a combination ofborrowings from and sale of common stock and convertible debentures to thirdparties. We will need to raise additional capital to fund our anticipatedoperating expenses and future expansion. Among other things, external financingwill be required to cover our operating costs. We cannot assure you thatfinancing whether from external sources or related parties will be available ifneeded or on favorable terms. The sale of our common stock to raise capital maycause dilution to our existing shareholders. Our inability to obtain adequatefinancing will result in the need to curtail business operations. Any of theseevents would be materially harmful to our business and may result in a lowerstock price. 
**Our Common Stock May Be Affected By Limited Trading Volume and May FluctuateSignificantly**
Prior to this offering, there has been a limited public market for our commonstock and there can be no assurance that an active trading market for our commonstock will develop. As a result, this could adversely affect our shareholders'ability to sell our common stock in short time periods, or possibly at all. Ourcommon stock has experienced, and is likely to experience in the future,significant price and volume fluctuations which could adversely affect themarket price of our common stock without regard to our operating performance. Inaddition, we believe that factors such as quarterly fluctuations in ourfinancial results and changes in the overall economy or the condition of thefinancial markets could cause the price of our common stock to fluctuatesubstantially. 
**Our Common Stock is Deemed to be "Penny Stock," Which May Make it MoreDifficult For Investors to Resell Their Shares Due to Suitability Requirements**
Our common stock is deemed to be "penny stock" as that term is defined inRule 3a51-1 promulgated under the Securities Exchange Act of 1934. Penny stocksare stock: 

With a price of less than $5.00 per share;

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

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

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

Broker-dealers dealing in penny stocks are required to provide potentialinvestors with a document disclosing the risks of penny stocks. Moreover,broker-dealers are required to determine whether an investment in a penny stockis a suitable investment for a prospective investor. These requirements mayreduce the potential market for our common stock by reducing the number ofpotential investors. This may make it more difficult for investors in our commonstock to sell shares to third parties or to otherwise dispose of them. Thiscould cause our stock price to decline. 
**We Could Fail to Retain or Attract Key Personnel**
Our future success depends, in significant part, on the continued services ofour officers and directors. We cannot assure you that we would be able to findan appropriate replacement for any of our key personnel. Any loss orinterruption of our key personnel's services could adversely affect our abilityto develop our business plan. We do not presently maintain key-man lifeinsurance policies on any of our officers or directors. 
**Nevada Law and Our Charter May Inhibit a Takeover of Our Company ThatStockholders May Consider Favorable**
Provisions of Nevada law, such as its business combination statute, may havethe effect of delaying, deferring or preventing a change in control of ourcompany. As a result, these provisions could limit the price some investorsmight be willing to pay in the future for shares of our common stock. 
**Our Officers and Directors Have the Ability to Exercise Significant InfluenceOver Matters Submitted for Stockholder Approval and Their Interests May DifferFrom Other Stockholders**
Our executive officers and directors, in the aggregate, own the majority ofour common stock. Accordingly, our directors and executive officers, whetheracting alone or together, will have significant influence in determining theoutcome of any corporate transaction or other matter submitted to ourstockholders for approval, including mergers, acquisitions, consolidations andthe sale of all or substantially all of our assets, and also the power toprevent or cause a change in control. The interests of these stockholders maydiffer from the interests of the other stockholders.

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

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

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

 

Employees

---------

As of December 31, the Company had 2 full-time employees.
**Item 2. Property.**
The Company leases its office facilities in Miami under a month-to-monthlease agreement. The office space is fully utilized and management believes itto be suitable and adequate for it's reasonably foreseeable future untillexpansion is necessary.
**Item 3. LegalProceedings.**
None.
**Item4. Submission of Matters to a Vote of Security Holders.**
At a Special Meeting of shareholders held on August 2, 2005, pursuant to theNotice of Special Meeting of Stockholders dated August 2, 2005, the followingactions were taken:

1. To approve a plan to spin-off 727 Communications, Inc. ("727". The Boardof Directors has determined that a complete spin -off of 727 is advisable and inthe best interests of Atlantis and its stockholders. 727 was spun off to allowits management team to focus on its core business, which is separate anddistinctive from Atlantis'.

No other matters were submitted to a vote of the Company's stockholdersduring the fourth quarter of the fiscal year covered by this report through thesolicitation of proxies or otherwise.
**PART II****Item 5. Market for Common Equity and Related Stockholder Matters and IssuerPurchases of Equity Securities.**
The Company's common Stock is traded on the OTC Bulletin Board under thesymbol ATBD. The high and low bid prices are set forth for the year endedDecember 31, 2005 by fiscal quarter on the following table:

Bid 
High Bid 
Low Bid
---
 --------    
-------
 
 
Quarter ended    March 31, 2005 
$ .47 
.47
Quarter ended June    30, 2005
 $ .60 
.08
Quarter ended    September 30, 2005 
$ .33 
.05
Quarter ended    December 31, 2005 
$ .06 
.03
The foregoing prices represent high and low closing bid prices, which reflectquotations between dealers without adjustments for markups, markdowns orcommissions and may not represent actual transactions. The price also reflects areverse split of the Company's stock during 2004. The prices represented in thequarter ended September 30, 2003 and subsequent quarters reflect the 1 for 10stock reversal effectuated August 25, 2003. The prices represented in thequarter ended December 31, 2004 reflect the 1 for 100 stock reversal effectuatedNovember 26, 2004. The March 28, 2005, the closing price of the Company's commonstock on the OTC Bulleting Board was $1.25 bid and $1.30 asked. As of March 31,2006 and to the best of the Company's knowledge, there were approximately 2250holders of its common stock, however the Company believes that there are over150 holders of its common stock held in "street name" by brokers and clearinghouses.

The Company has not declared any cash dividends on its common stock in thepast two years and has no present intention to pay cash dividends in theforeseeable future.
**Item 6. Selected Financial Data.**
The following table sets forth selected consolidated financial informationfor Atlantis Business Development as of and for each of the three years in theperiod ended December 31, 2005, and has been derived from our auditedconsolidated financial statements. 

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

  **Year Ended December 31,  **2005
  **2004(1)
  **2004(2)
  
  
  
                                    STATEMENT OF OPERATIONS DATA:      
         
         
       Net Revenues     $ 
-      $ 
-      $ 
-     Loss from continuing operations     $ 
(4,508,922)     $ 
(1,952,449)     $ 
(170,892     ) Gain (Loss) from    Discontinued Operations$ 
(328,183)    $ 
274,851 $ 
-) PER SHARE DATA:      
         
         
       Basic and diluted    net loss per share of common stock:   
         
         
    Net increase (decrease) in net assets from total operations,    per share basic and diluted    $ 
(0.034)     $ 
(3.29)    $ 
-     Weighted average number of shares outstanding, basic and    diluted     
13,952,337       
509,867       
151,725     **December 31,
  
  **2005
  
  **2004                    BALANCE SHEET DATA:        
        
  Cash and cash equivalents     $ 
273    $ 
16,398Fixed assets - net     $ 
73,134    $ 
86,040Fixed Assets held for disposal     $ 
-    $ 
99,674Goodwill      
-   
3,770,000Deposit      
-   
500Total assets      $ 
73,407    $ 
3,972,612Stockholders' equity (deficit)     $ 
62,139    $ 
3,881,494
    (1)   Represents Transition Period from April 1, 2004 through December 31, 2004

    (2)   Represents Year Ended March 31, 2004

 
**Item 7. Management's Discussion and Analysis of Financial Condition and Resultsof Operation.**
The following is a discussion of the consolidated financial condition andresults of operations of the Company for the period ended December 31, 2005 andfor the transitional period ended December 31, 2004, and for the year endedMarch 31,2004, which should be read in conjunction with, and is qualified in itsentirety by, the consolidated financial statements and notes thereto includedelsewhere in this report. 

For the period December 31, 2005, the Company incurred a net loss of$4,920,680, compared to a net loss of $1,793,094 for the transitional periodended December 31, 2004 and compared to 170,892 loss in March 31, 2004., Theincrease in the net loss in 2005 is primarily attributable to issuing shares ofstock for director fees and the increase of professional fees and otherexpenses, as well as the loss of revenues from the spin off of the Company'ssubsidiaries.

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

REVENUES 

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

OPERATING EXPENSES 

For the periods presented the operating expenses were 4,508,922 for the yearended December 31, 2005, for the transitional period December 2004 1,952,449,and the year ended march 31, 2004 170,892. 

The reason the operating expenses were higher over the other periodspresented was because the company impaired 4,383,960 of good will upon thedisposition of its subsidiaries. 

LIQUIDITY AND CAPITAL RESOURCES 

The company has spun off its wholly owned subsidiaries at December 31, 2005is left with the total assets of $73,407. The company has$ 11,268 at December31, 2005. The company has an equity line of credit with ocean state investmentswhere they can raise money to satisfy there current bills over the next year.

As of December 31, 2005, we have no long-term commitments or contingencies.

CRITICAL ACCOUNTING POLICY AND ESTIMATES 

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

OFF-BALANCE SHEET ARRANGEMENTS 

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

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

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

As of December 31, 2005, the Company did not have any off-balance sheetinvestments or hedging investments.
*Impact of Inflation*
The Company does not believe that its business is materially affected byinflation, other than the impact inflation may have on the securities markets,the valuations of business enterprises and the relationship of such valuation tounderlying earnings all of which will influence the value of the Company'sinvestments.
**Item 8. Financial Statements and Supplementary Data.**
 

 

 

 

 
** 

ATLANTIS BUSINESS DEVELOPMENT CORPORATION

CONSOLIDATED AUDITED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2005

THE TRANSITIONALPERIOD

APRIL 1, 2004 TO 

DECEMBER 31, 2004

 

AND THE YEAR ENDED 

MARCH 31, 2004**
 

 

 

 

 

 

 

 
**ATLANTIS BUSINESSDEVELOPMENT CORPORATION

FOR THE YEAR ENDEDDECEMBER 31, 2005

THE TRANSITIONALPERIOD APRIL 1, 2004 TO

DECEMBER 31, 2004, ANDTHE YEAR ENDED MARCH 31, 2004

 

INDEX TO CONSOLIDATEDFINANCIAL STATEMENTS**
 

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

Consolidated balance sheets at December 31, 2005 and 2004                                                                                            2

Consolidated statement of  operations for the year ended

    December 31,  2005, the transitional period April 1, 2004 to 

    December 31,  2004 and the year Ended March 31, 2004                                                                                               3

 

Consolidated statements of changes  in stockholders' equity (deficit)

    for the year  ended December 31, 2005 for transitional period

    April 1, 2004 to  December 31, 2004 and the year ended March 31, 2004                                                                  4-5

 

Consolidated statements of cash  flows for the year ended

    December 31,  2005, for transitional period April 1, 2004 to 

    December 31,  2004 and the year ended March 31, 2004                                                                                              6

Notes to the consolidated financial statements                                                                                                              7-17

 

 

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

Certified PublicAccountants

High Ridge Commons

Suites 400-403

200 Haddonfield BerlinRoad

Gibbsboro, New Jersey08026

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

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**
To the Board of Directors

Atlantis Business DevelopmentCorporation

We have audited the accompanying consolidated balance sheetsof Atlantis Business Development Corporation as of December 31, 2005 and 2004,and the related consolidated statements of operations, consolidated changes instockholders' equity (deficit) and consolidated cash flows, for the year endedDecember 31, 2005, the transitional period April 1, 2004 to December 31, 2004and the year ended March 31, 2004. These financial statements and financialhighlights are the responsibility of the Company's management. Ourresponsibility is to express an opinion on these financial statements andfinancial highlights based on our audits. 

We conducted our audits in accordance with the standards ofthe Public Company Accounting Oversight Board (United States). Those standardsrequire that we plan and perform the audit to obtain reasonable assurance aboutwhether the financial statements are free of material misstatement. An auditincludes examining, on a test basis, evidence supporting the amounts anddisclosures in the financial statements. An audit also includes assessing theaccounting principles used and significant estimates made by management, as wellas evaluating the overall financial statement presentation. We believe that ouraudits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statementsreferred to above present fairly, in all material respects, the financialposition of Atlantis Business Development Corporation for the year endedDecember 31, 2005, the transitional period April 1, 2004 to December 31, 2004and the year ended March 31, 2004, and the results of its operations, thechanges in its stockholders' equity (deficit), and its cash flows, for thetransition period and years then ended in conformity with accounting principlesgenerally accepted in the United States of America.
**BAGELL, JOSEPHS, LEVINE & COMPANY,L.L.C.**
BAGELL, JOSEPHS, LEVINE & COMPANY,L.L.C.

Gibbsboro, New Jersey

March 30, 2006

MEMBER OF:           AMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS
NEW JERSEY      SOCIETY OF CERTIFIED PUBLIC ACCOUNTANTS

PENNSYLVANIA      INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS

ATLANTIS BUSINESSDEVELOPMENT CORPORATION

CONSOLIDATED BALANCESHEETS

DECEMBER 31, 2005 AND2004

The accompanying notes are an integral part of theconsolidated financial statements

2

ATLANTIS BUSINESSDEVELOPMENT CORPORATION

CONSOLIDATEDSTATEMENTS OF OPERATIONS

The accompanying notes are an integral part of theseconsolidated financial statements.

3

 

ATLANTIS BUSINESSDEVELOPMENT CORPORATION

CONSOLIDATEDSTATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)

FOR THE YEAR ENDEDDECEMBER 31, 2005,

FOR THE TRANSITIONALPERIOD APRIL 1, 2004 TO DECEMBER 31, 2004 AND

FOR THE YEAR ENDEDMARCH 31, 2004

The accompanying notes are an integral part of theseconsolidated financial statements.

4

 

ATLANTIS BUSINESSDEVELOPMENT CORPORATION

CONSOLIDATEDSTATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)

FOR THE YEAR ENDEDDECEMBER 31, 2005,

FOR THE TRANSITIONALPERIOD APRIL 1, 2004 TO DECEMBER 31, 2004 AND

FOR THE YEAR ENDEDMARCH 31, 2004

The accompanying notes are an integral part of theseconsolidated financial statements.

5

 

ATLANTIS BUSINESSDEVELOPMENT CORPORATION

CONSOLIDATEDSTATEMENTS OF CASH FLOWS

FOR THE YEAR ENDEDDECEMBER 31, 2005,

THE TRANSITIONALPERIOD APRIL 1, 2004 TO DECEMBER 31, 2005 AND

FOR THE YEAR ENDEDMARCH 31, 2004

The accompanying notes are an integral part of theseconsolidated financial statements.

6

**ATLANTIS BUSINESSDEVELOPMENT CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS**

**FOR THE YEAR ENDEDDECEMBER 31, 2005**

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

**AND THE YEAR ENDEDMARCH 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 deficit 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.

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

7
**ATLANTIS BUSINESSDEVELOPMENT CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDEDDECEMBER 31, 2005

THE TRANSITIONALPERIOD APRIL 1, 2004 TO DECEMBER 31, 2004

AND THE YEAR ENDEDMARCH 31, 2004

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

On September 16, 2005, the Company spun off its        wholly owned subsidiary 727 Communications, Inc. The financial        statements for the year ended December 31, 2005 include        reclassifications of the operations of the Company to reflect the        disposal of the subsidiary below the line as discontinued operations in        accordance with the provisions of FASB 144, "Accounting for the        Impairment or Disposal of Long-Lived Assets. There was $613,960 of        goodwill written off upon the disposition.
**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 year        ended December 31, 2005 and for the transitional period April 1, 2004 to        December 31, 2004. All significant intercompany accounts and        transactions have been eliminated in consolidation. As of December 31,        2005, the Company has no subsidiaries. The statements are presented as        consolidated to reflect past companies.
**Use of Estimates**
The preparation of financial statements in conformity        with accounting principles generally accepted in the United States of        America requires management to make estimates and assumptions that        affect the reported amounts of assets and liabilities and disclosure of        contingent assets and liabilities at the date of the financial        statements and the reported amounts of revenues and expenses during the        reporting period. Actual results could differ from those estimates.
**Fiscal Year Change**
Effective the calendar year beginning January 1,        2005, the Company has changed from a fiscal year end of March 31st to        December 31st. A nine-month fiscal transition period from April 1, 2004        through December 31, 2004 precedes the start of the new calendar-year        cycle.
**8

ATLANTIS BUSINESSDEVELOPMENT CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDEDDECEMBER 31, 2005

THE TRANSITIONALPERIOD APRIL 1, 2004 TO DECEMBER 31, 2004

AND THE YEAR ENDEDMARCH 31, 2004

 

NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(CONTINUED)
Cash and Cash Equivalents

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

At December 31, 2005, the Company maintained cash and        cash equivalent balances at one financial institution that is insured by        the Federal Deposit Insurance Corporation, whose amounts do not exceed        the insured limit of $100,000.
**Revenue Recognition**
The Company records its revenue on the accrual basis,        whereby revenue is recognized when earned and expenses recognized when        incurred.
**Property and Equipment**
Property and equipment are stated at cost.        Maintenance and repairs that do not add materially to the value of the        asset nor appreciably prolong its useful life are charged to expense as        incurred. Gains or losses on the disposal of property and equipment are        included in the determination of income.

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

                       Computers, and equipment                                                        5 years

 
**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.

 

9

**ATLANTIS BUSINESSDEVELOPMENT CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS**

**FOR THE YEAR ENDEDDECEMBER 31, 2005**

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

**AND THE YEAR ENDEDMARCH 31, 2004**

 
**NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(CONTINUED)**Income Taxes**
Deferred income taxes are reported using the        liability method. Deferred tax assets are recognized for deductible        temporary differences and deferred tax liabilities are recognized for        taxable temporary differences. Temporary differences are the differences        between the reported amounts of assets and liabilities and their tax        bases. Deferred tax assets are reduced by a valuation allowance when, in        the opinion of management, it is more likely than not that some portion        or all of the deferred tax assets will not be realized. Deferred tax        assets and liabilities are adjusted for the effects of changes in tax        laws and rates on the date of enactment.
**Advertising**
The Company expenses the costs associated with        advertising as incurred. The Company had, for the year ended December        31, 2005, the transitional period ended December 31, 2004 and the year        ended March 31, 2004, $0, $5,158 and $1,452 of advertising expense,        respectively.
**Goodwill And Other Intangible Assets**
In June 2001, the Financial Accounting Standards        Board ("FASB") issued Statement No. 142 "Goodwill and Other Intangible        Assets". This statement addresses financial accounting and reporting for        acquired goodwill and other intangible assets and supercedes APB opinion        No. 17, "Intangible Assets". It addresses how intangible assets that are        acquired individually or with a group of other assets (but not those        acquired in a business combination) should be accounted for in the        financial statements upon their acquisition. This Statement also        addresses how goodwill and other intangible assets should be accounted        for after they have been initially recognized in the financial        statements. The Company, in its acquisitions, recognized $3,770,000 of        goodwill for the transitional period ended December 31, 2004. The        Company also recognized another $613,960 of goodwill during the first        quarter 2005 when it acquired another company. By the end of the third        quarter 2005, the Company had spun-off both of these entities and        impaired the goodwill of $4,383,960 associated with the acquisitions.

10

**ATLANTIS BUSINESSDEVELOPMENT CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS**

**FOR THE YEAR ENDEDDECEMBER 31, 2005**

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

**AND THE YEAR ENDEDMARCH 31, 2004**
**NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(CONTINUED)
Loss In Net Assets From Operations Per Share

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

The following is a reconciliation of the computation        for basic and diluted EPS:
**Stock-Based Compensation

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

11

**ATLANTIS BUSINESSDEVELOPMENT CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS**

**FOR THE YEAR ENDEDDECEMBER 31, 2005**

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

**AND THE YEAR ENDEDMARCH 31, 2004**

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

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

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

Services purchased and other transactions settled in        the Company's common stock are recorded at the estimated fair value of        the stock issued if that value is more readily determinable than the        fair value of the consideration received.
**Recent Accounting Pronouncements****Share Based Payments**
In December 2004, the FASB issued Financial        Accounting Standards No. 123 (revised 2004) (FAS 123R), "Share-Based        Payment, " FAS 123R replaces FAS No. 123, "Accounting for Stock-Based        Compensation", and supersedes APB Opinion No. 25, "Accounting for Stock        Issued to Employees." FAS 123R requires compensation expense, measured        as the

12

**ATLANTIS BUSINESSDEVELOPMENT CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS**

**FOR THE YEAR ENDEDDECEMBER 31, 2005**

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

**AND THE YEAR ENDEDMARCH 31, 2004**
** 

NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(CONTINUED)**Recent Accounting Pronouncements (continued)

Share Based Payments (continued)**
fair value at the grant date, related to share-based        payment transactions to be recognized in the financial statements over        the period that an employee provides service in exchange for the award.        The Company intends to adopt FAS 123R using the "modified prospective"        transition method as defined in FAS 123R. Under the modified prospective        method, companies are required to record compensation cost prospectively        for the unvested portion, as of the date of adoption, of previously        issued and outstanding awards over the remaining vesting period of such        awards. FAS 123R is effective January 1, 2006. The Company does not        anticipate that the implementation of this standard will have a material        impact on its financial position, results of operations or cash flows.
**Reclassifications**
Certain amounts for the year ended December 31, 2004        and March 31, 2004 have been reclassified to conform to the presentation        of the December 31, 2005 amounts. The reclassifications have no effect        on the net loss for the years ended December 31, 2004 and March 31,        2004.
**NOTE 3- FIXED ASSETS
Fixed Assets consist of the following at December 31, 2005, 2004 and        March 2004:

Depreciation expense for the years ended December 31, 2005, 2004 and        March 2004 was $12,906, $14,688 and $335, respectively. 

13

**ATLANTIS BUSINESSDEVELOPMENT CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS**

**FOR THE YEAR ENDEDDECEMBER 31, 2005**

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

**AND THE YEAR ENDEDMARCH 31, 2004**
**NOTE 4-**SHORT-TERM ADVANCES - DUE TO OFFICER
The advances represent notes that are due with no        specific repayment terms from a related party.
**NOTE 5- STOCKHOLDERS' EQUITY (DEFICIT)
On December 31, 2005 and 2004 the Company has        200,000,000 shares of common stock authorized at a par value of $.001,        and 14,013,750 and 1,228,456 shares issued and outstanding,        respectively.

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.

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.

 

14
**ATLANTIS BUSINESSDEVELOPMENT CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDEDDECEMBER 31, 2005

THE TRANSITIONALPERIOD APRIL 1, 2004 TO DECEMBER 31, 2004

AND THE YEAR ENDEDMARCH 31, 2004

 

NOTE 5- STOCKHOLDERS' EQUITY (DEFICIT) (CONTINUED)
 

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.

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.

The Company issued 2,000,000 shares of stock valued        at $700,000 in exchange for $86,040 of fixed assets and $613,960 of        goodwill.

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

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

15

**ATLANTIS BUSINESSDEVELOPMENT CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS**

**FOR THE YEAR ENDEDDECEMBER 31, 2005**

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

**AND THE YEAR ENDEDMARCH 31, 2004**

 
**NOTE 5-**STOCKHOLDERS' EQUITY (DEFICIT) (CONTINUED)**

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

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

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

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

The Company on December 6, 2005 issued 50,000 shares        of its stock with a fair market value of $0.04 per share for        compensation valued at $2,000.
**NOTE 6- COMMITMENTS AND CONTINGENCIES
On January 7, 2005, the Company entered into an        Equity Line of Credit Agreement with Ocean State Investments whereby the        Company shall issue and sell to the investor, from time to time, shares        of the Company's common stock in exchange for advances to the Company up        to an aggregate of $5,000,000. The Company shall utilize the net        proceeds from the advances for working capital purposes.
**NOTE 7- PROVISION FOR INCOME TAXES
The Company did not provide for income taxes for the        year ended December 31, 2005, 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.

16

**ATLANTIS BUSINESSDEVELOPMENT CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS**

**FOR THE YEAR ENDEDDECEMBER 31, 2005**

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

**AND THE YEAR ENDEDMARCH 31, 2004**

 
**NOTE 7- PROVISION FOR INCOME TAXES (CONTINUED)
At December 31, 2005, 2004 and March 2004, the deferred tax assets        consists of the following:

 

 

 

16
** 

Item 9. Changes In and Disagreements With Accountants on Accounting andFinancial Disclosure.**
None.
**Item 9A. Controlsand Procedures.**
As of December 31, 2005, the Company carried out an evaluation of theeffectiveness of the Company's disclosure controls and procedures (as defined byRule 13a-14(c) under the Securities Exchange Act of 1934) under the supervisionand with the participation of the Company's chief executive officer and chieffinancial officer. Based on and as of the date of such evaluation, theaforementioned officers have concluded that the Company's disclosure controlsand procedures were effective.

The Company also maintains a system of internal accounting controls that isdesigned to provide assurance that assets are safeguarded and that transactionsare executed in accordance with management's authorization and properlyrecorded. This system is continually reviewed and is augmented by writtenpolicies and procedures, the careful selection and training of qualifiedpersonnel and an internal audit program to monitor its effectiveness. During thefiscal year ended December 31, 2005, there were no significant changes to thissystem of internal controls or in other factors that could significantly affectthose controls.
**Item 9B. Other Information.**
As of December 31, 2005, management is unaware of any additional informationthat were to be reported on From 8-K during the fourth quarter of the fiscalyear ended December 31, 2005. 
**PART III

Item 10. Directors, Executive Officers, Promoters and Control Persons

Directors and Executive Officers 

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

Name Age Position---- --- --------Chris Dubeau CEO,  Chairman of the Board of DirectorsGerald Jacoby  DirectorMosin A. Shaw  DirectorRalph Nerett  DirectorChristopher Dubeau,  
Christopher Dubeau (CEO/ Chairman of the Board )Mr. Dubeau has served on the Board of the Directors since June 10th, 2004 andwas appointed the Chairman of the Board on October 5th, 2004. He also wasappointed CEO of Atlantis on November 17th, 2004. Mr. Dubeau has extensive knowledge in the technology field ranging from computerprogramming, networking and Voice over the Internet (VOIP). Mr. Dubeau also has8 years of managerial experience in several various business.Since becoming a member of the Board of Directors, in June 2004, he has savedthe company from IRS debt problems, put the company on the plus side with theaccountings, raised money for subsidiaries, issued dividends to shareholdersfrom spin offs of subsidiary companies, and made a positive outlook for allAtlantis shareholders for the future.

Gerald Jacoby.

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

Mosin A. Shaw.

Born in Multan, Pakistan. Graduated with a Bachelor Degree from a GovernmentCollege and moved to the U.S. and became an American citizen. Shah is employedat Kendall Toyota, the world's largest Toyota dealership and became one of thetop sales representatives at the dealership, meeting and exceeding all salesgoals because of his attention to detail. Due to his overall knowledge of theproducts and general day to day management of the business, Mr. Shah waspromoted to the position of Sales Manager. He is now responsible for theoversight of 60 sales people and increasing sales and profitability.

Ralh Nerett.

Ralph Nerette is the Sales Manager of Lexus of Pembroke Pines and has servedin that position since October of 2005. In this position, Ralph is responsiblefor an inventory of over $10,000,000.00 and a staff of 50 sales people andothers, and the daily operation of a 300 car per month dealership.Prior to joining Lexus of Pembroke Pines, Ralph was The General Manager at Mazdaof Kendall, where he was instrumental at making it the most profitable Mazdadealership in Miami-Dade County. Other dealerships that Ralph has been involvedwith includes Lexus of Kendall where he held the positions of Finance Managerand promoted to Sales Manager; Dadeland Dodge as the General Manager; KendallToyota as the Finance Manager; South Motors Group where he started hisautomotive career in 1993.Ralph spent over six year in the United States Marine Corps where he served hiscountry honorably in various military duties that included translation andinterrogation among other duties. Ralph is fluent in five languages (English,French, Spanish, Creole, Japanese). Attended High School at John Bowne H.S. inQueens, NY. Went to College at FIU in Florida majored in electrical engineering.Trained in Financing and Sales Management with GECAL, Oxford Financial, and JM&A.
**Item 11. ExecutiveCompensation.**
None of the Company's executive officers received any compensation forservices rendered during the fiscal year ended March 31, 2004. The followingtables set forth the compensation received by the Company's Chief ExecutiveOfficer for services rendered during the fiscal year and the transictionalperiod ended December 31, 2004.
 Capacity in
Annual CompensationIndividualwhich served    Fiscal Year    Salary    Bonus    Other    Tim DeHerrera*    President, Secretary    Dec. 31, 2005
Dec. 31, 2004    None
None    None
None    None
$52,500Brian Zucker*PresidentDec. 31, 2004$48,250NoneNoneJohn Figliolini*PresidentDec. 31, 2004$90,444NoneNoneChris Dubeau*CEODec. 31, 2005
Dec. 31, 2004None
NoneNone
NoneNone
$50,000
*Mr. Zucker resigned as an officerand Director of the Company on October 26, 2004.

*Mr. Figliolini resigned as anofficer and Director of the Company on October 5, 2004.

*Mr. DeHerrera resisned as an officerand Director of the Company on June 6, 2004

Stock option plan. The Company's Incentive Option Plan (the "Plan") wasadopted by the Company's Board of Directors and approved by the stockholders inApril 2004. A total of 1,000,000 shares of Common Stock were reserved forissuance under the Plan. The Plan provides for the granting to certain employeesof stock options, stock appreciation rights and supplemental bonuses. The Planpermits the grant of both "incentive stock options" within the meaning ofSection 422 of the Internal Revenue Code of 1986 (the "Code"), and non-statutoryoptions, which do not meet the requirements of Section 422. The Company hasissued stock options in the amount of 600,000 shares to employees of the Companyand all have been exercised. A total of 400,000 shares remain available.
**Item 12. Security Ownership of Certain Beneficial Owners and Management andRelated Stockholder Matters.**
The following table sets forth information as of March 30, 2006 regarding theCompany's Common Stock owned of record or beneficially by (i) each person knownto the Company who owns beneficially 5% or more of the Company's Common Stock;(ii) each of the Company's directors; and (iii) all officers and directors as agroup. 

  
**Name of Beneficial Owner **Nature of Affiliation   **Shares of Common Stock Beneficially Owned (3) **Percentage of Shares of Common Stock Beneficially owned    Christopher Dubeau(1)CEO, Chairman
13,093,850
66.5%Gerald Jacoby(1)(4)Director
125,000
Less than 1%Mosin A. ShawDirector
50,000
Less than 1%Ralph NerettDirector
50,000
Less than 1%Officers, Directors and Affiliates as a groupGroup of 7
13,094,075
66.5%
1. The address of these affiliates is100 NE 80th Terrace, Miami, FL 33138

2. The address of this affiliate is54 Broad Street, Suite 200B, Red Bank, NJ 07701

On December 31, 2005, there were 14,013,750 common shares outstanding. 
**Item 13.Certain Relationships and Related Transactions.**
None.
**Item 14. Principal Accountant Fees and Services. 

Relationship with Independent Auditors**
The firm of Bagell Josephs & Company served as the Company'sindependent public accountants for the year ended December 31, 2005. The Boardof Directors of the Company, in its discretion, may direct the appointment ofdifferent public accountants at any time during the year, if the Board believesthat a change would be in the best interests of our stockholders. The Board ofDirectors has considered the audit fees, audit-related fees, tax fees and otherfees paid to the Company's accountants, as disclosed below, and had determinedthat the payment of such fees is compatible with maintaining the independence ofthe accountants.

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

 
**Audit-Related Fees**
None
**Tax Fees**
The aggregate fees billed by Bagell Josephs & Company forprofessional services rendered for Internal Revenue Service work relating to thereinstatement of Offer in Compromise for the fiscal year ended December 31, 2005was $ 5,000.
**All Other Fees**
None
**PART IV

Item 15. Exhibits.**
Exhibits
Exhibit No.DocumentLocation3.1Articles of IncorporationPreviously Filed3.2BylawsPreviously filed23Consent of AuditorIncluded31CertificationIncluded32CertificationIncluded** 

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

ATLANTIS BUSINESS DEVELOPMENT CORPORATION

By:***/s/              Christopher Dubeau                                                       *** 

                                             Christopher Dubeau, CEO

 

Date               April 14, 2006                                                                                     

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

 

By:***/s/              Christopher Dubuea                                                       *** 

                                 Christopher Dubeau, CEO, Chairman

 

Date               April 14, 2006                                                                                      

 *****************************************************************************************************

**