Attached files
file | filename |
---|---|
EX-32 - EX-32 - MICRO MAMMOTH SOLUTIONS INC | v198997_ex32.htm |
EX-31 - EX-31 - MICRO MAMMOTH SOLUTIONS INC | v198997_ex31.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
10-K
ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
FOR
THE FISCAL YEAR ENDED June 30, 2010
ATLAS CAPITAL HOLDINGS,
INC.
|
(Name
of small business issuer in its
charter)
|
Nevada
|
333-144645
|
20-5549779
|
(State
or Jurisdiction of
|
Commission
File Number
|
(I.R.S.
Employer
|
Incorporation
or organization
|
Identification
No.)
|
2234 N.
Federal Highway, Suite 330
Boca
Raton, Florida 33431
561-289-9780
Securities
registered pursuant to Section 12(g) of the Act:
COMMON
STOCK, $0.0001 PAR VALUE PER SHARE
(Title of
Class)
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities
Act. Yes
¨ No
x
Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the
Act. Yes
¨ No
x
Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of
the
Securities Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant
was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days.
Yes x No
¨
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained
herein,
and will not be contained, to the best of the registrant's knowledge, in
definitive proxy or information
statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. ¨
Indicate
by check mark whether registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer or a
smaller
reporting company in Rule 12b-2 of the Exchange Act.
Large
accelerated filer ¨ Accelerated
filer ¨ Non-accelerated
filer ¨ Smaller
reporting company x
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act).
Yes x No
¨
The
aggregate market value of the voting stock held by non-affiliates (based upon
the per share price of $4.50 as last traded on November 14, 2008) was
approximately $78,408,000.
FORM
10-K CROSS REFERENCE INDEX
PAGE
|
||||||
PART
I
|
||||||
Item
1.
|
Business
|
3
|
||||
Item
1A.
|
Risk
Factors
|
6
|
||||
Item
1B.
|
Unresolved
Staff Comments
|
8
|
||||
Item
2.
|
Properties
|
8
|
||||
Item
3.
|
Legal
Proceedings
|
8
|
||||
Item
4.
|
Submission
of Matters to a Vote of Security Holders
|
8
|
||||
PART
II
|
||||||
Item
5.
|
Market
for Registrant's Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities
|
9
|
||||
Item
6.
|
Selected
Financial Data
|
10
|
||||
Item
7.
|
Management's
Discussion and Analysis of Financial Condition and Results of
Operations
|
10
|
||||
Item
7A.
|
Quantitative
and Qualitative Disclosures about Market Risk
|
11
|
||||
Item
8.
|
Financial
Statements and Supplementary Data
|
12
|
||||
Item
9.
|
Changes
in and Disagreements with Accountants on Accounting and Financial
Disclosure
|
12
|
||||
Item
9A.
|
Controls
and Procedures
|
12
|
||||
Item
9B.
|
Other
Information
|
13
|
||||
PART
III
|
||||||
Item
10.
|
Directors,
Executive Officers and Corporate Governance
|
13
|
||||
Item
11.
|
Executive
Compensation
|
16
|
||||
Item
12.
|
Security
Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
|
18
|
||||
Item
13.
|
Certain
Relationships, Related Transactions and Director
Independence
|
19
|
||||
Item
14.
|
Principal
Accounting Fees and Services
|
19
|
||||
PART
IV
|
||||||
|
Item
15.
|
|
Exhibits
and Financial Statement Schedules
|
|
19
|
2
FORWARD-LOOKING
STATEMENTS
This
document contains “forward-looking statements” within the meaning of the Private
Securities Litigation Reform Act of 1995. All statements other than statements
of historical fact are “forward-looking statements” for purposes of federal and
state securities laws, including, but not limited to, any projections of
earnings, revenue or other financial items; any statements of the plans,
strategies and objections of management for future operations; any statements
concerning proposed new services or developments; any statements regarding
future economic conditions or performance; any statements or belief; and any
statements of assumptions underlying any of the foregoing.
Forward-looking
statements may include the words “may,” “could,” “estimate,” “intend,”
“continue,” “believe,” “expect” or “anticipate” or other similar words. These
forward-looking statements present our estimates and assumptions only as of the
date of this report. Except for our ongoing securities laws, we do not intend,
and undertake no obligation, to update any forward-looking
statement.
Although
we believe that the expectations reflected in any of our forward-looking
statements are reasonable, actual results could differ materially from those
projected or assumed in any of our forward-looking statements. Our future
financial condition and results of operations, as well as any forward-looking
statements, are subject to change and inherent risks and uncertainties. The
factors impacting these risks and uncertainties include, but are not limited
to:
|
o
|
increases in interest rates or
our cost of borrowing or a default under any material debt
agreements;
|
|
o
|
the unavailability of funds for
capital expenditures.
|
For a
detailed description of these and other factors that could cause actual results
to differ materially from those expressed in any forward-looking statement,
please see “Factors That May Affect Our Plan of Operation” in this
document.
In this
filing references to “Company,” “we,” “our,” and/or “us,” refers to Atlas
Capital Holdings, Inc .
PART
I
ITEM 1.
|
DESCRIPTION OF
BUSINESS.
|
(a)
General Business Development
Atlas
Capital Holdings, Inc. (hereinafter ALCL) is a development stage company
incorporated in the State of Nevada on September 13, 2006. ALCL was formerly
known as Micro Mammoth Solutions, Inc. and operated as such until January 25,
2010.
As of
June 30, 2010, 100,000,000 shares of common stock were authorized at $0.0001 par
value. As of June 30, 2009 there were 10,034,000 shares of common stock issued
and outstanding. As of June 30, 2010 there were 17,434,000 shares of
common stock have been issued and outstanding. There have been no
other sales or issuance of any securities in the fiscal year ending June 30,
2010, for ALCL, other than the 7,400,000 shares issued as a result of the merger
with Atlas Capital Partners, LLC, discussed in Item 4, herein.
Our
President and CEO Mr. Christopher K. Davies is the holder of 10,075,000 shares
of outstanding common stock or approximately 60% of the issued and outstanding
shares of common stock as consideration for his expertise and his business
concept of establishing ALCL, and his serving on the Board of Directors, and
assuming the liability of being an officer and director of a publicly trading
and reporting Company.
Atlas
Capital Holdings, Inc. was formed as a Business Management Consulting Service.
ALCL’s general plan of operation is to provide consulting services to small and
medium sized enterprises which seek to overcome their marketing, management and
capital impediments to strengthen and enhance company growth. ALCL
offers a collaborative network of professional expertise focused on navigating
the tumultuous momentum of growth experienced throughout all stages of client
business development. Since our inception, we have not engaged in
significant operations, nor have we had significant revenues.
3
The
fiscal year ending June 30, 2010 continued to be a challenging environment for
American business in general. Significant disruptions continued to plagued
global capital markets, the U.S. economy and industry. Prohibitive credit and
lending practices and concern over domestic economic instability continue to
negatively impact the expectations of the future performance of the economy as a
whole and specifically fledgling American businesses. As the US
economy continues it recessionary struggles, participants in the markets have
substantially curtailed investment in US business and have adopted a wait and
see attitude that has adversely affected demand for our consulting
services.
As a
result, we face substantial liquidity risk and uncertainty, near-term and
otherwise, which threatens our ability to continue as a going concern and avoid
bankruptcy.
For the
year ending June 30, 2010 we incurred a net loss of $1,389, as compared to our
net loss for the year ending June 30, 2009 of $6,163. Our accumulated deficit at
the end of June 30, 2010 was $186,068. As a result of our losses for
the year ended June 30, 2010, our auditor has indicated that there is
substantial doubt about our ability to continue as a going concern.
(b)
Our Business
There are
thousands of innovative small to medium-size enterprises (“SMEs”) delivering
many quality services and technologies to the market. While these
companies have successfully grown beyond the most critical start-up phase, they
haven’t achieved the momentum needed to scale beyond their initial customer base
or their target niche market. Often, these companies will have
developed potential “game-changing” innovations or “platform” technologies but
lack the capital and/or the business and financial expertise necessary to
execute on their growth strategy. Growth initiatives within these
companies frequently flounder as a result of a number of factors:
|
·
|
Lackluster
sales and marketing execution
|
|
·
|
Misaligned
Go-To-Market strategy
|
|
·
|
Technology-focused
rather than market-focused
strategies
|
|
·
|
Lacking
management or leadership depth
|
|
·
|
Under-capitalized
|
Our goal
has been to assist innovative SMEs to overcome their impediments to growth. We
do this by providing SMEs high caliber business and financial expertise as well
as the capital to begin their path to growth.
Market
Opportunity
The
current economic environment has created an opportunity for experienced business
and finance professionals to offer advisory services to those companies that
have been denied access to capital. There are multiple factors that
we may use as an entry to the market for our services:
|
·
|
No Access to
Financing: Many banks have adopted policies making it
increasingly more difficult for SMEs to obtain financing. Therefore, the
management of these companies is more willing to retain the services of
those professionals that can assist them with obtaining
capital.
|
|
·
|
Attractive
Valuations: Valuation levels for companies are currently
depressed. This means that we may be able to acquire an
ownership interest in companies with good growth prospects, value
propositions and underlying fundamentals for less capital. EBITDA growth
for many companies will remain flat through 2010. There is a
window of opportunity that may allow us to capitalize on the combination
of lower multiples and depressed earnings
growth.
|
4
|
·
|
Increase in
Entrepreneurs: Many large companies have reduced their
work force by laying off members of their senior to executive
management. As a result many of those senior level managers and
executives have elected to start their own businesses. These managers now
need access to capital and business and financial advice to assist
them.
|
Assuming
the consensus surrounding these factors is accurate, the convergence of these
factors may result in substantial increase in the number of clients and deal
flow we may see during the 2010-2011 fiscal year.
Core
Competencies
At the
core of our value proposition, is our ability to provide a full suite of end-to
end business and financial services that allow us to quickly convert leads into
viable investments that will yield profits to the Company in the short- to
medium-term. We are uniquely positioned to do so, by being able to leverage the
combined business, legal, strategic, and financial experience of our
associates. This can be summarized in the following five core
competencies:
|
·
|
Business
Development
|
|
·
|
Business
Strategy Advisory Services (BSAS)
|
|
·
|
Capital
Raising
|
|
·
|
Management
& Operational Support
|
|
·
|
Public/Private
offerings
|
|
·
|
Corporate
Finance
|
|
·
|
Business
Law/ Corporate Counseling
|
We are
focused on providing our clients the core set of expertise they need in order to
become successful. A client may benefit from our services by leveraging our
associates to develop a cost effective growth strategy, funding that strategy
and continuing to receive the business and financial advice necessary to ensure
the successful implementation of the strategy. The anticipated result is a
client that can succeed in achieving profitable growth for its shareholders may
achieve growth for our shareholders.
Our
overriding rationale for maintaining these core competencies is to continue
offering the services and advice that may translate into success for our
clients. This success will serve to strengthen our relationship with
them and enable us to provide them with additional services.
We have
the critical expertise necessary to provide significant value-enhancing
assistance to our proposed client companies. Our investment
philosophy provides that investments of value-added advisory services must be
made prior to our investment of money. In our experience SME’s, need
venture partners who can enhance their development by providing practical,
seasoned operational, financial and corporate advice. We intend to
place emphasis on active partnerships with our client companies, aimed towards
building market credibility.
We intend
to use our significant managerial and operating experience and industry
knowledge to assist senior management teams of our client
companies. We will provide client companies with additional
value-added resources, including but not limited to, those relating to
operations, strategic planning, business development, financing, marketing and
sales, and/or exit strategies.
5
By being
involved with our client companies we are better situated to identify and take
advantage of business and financial opportunities that may be a fit for our
client companies and drive their growth.
After we
have identified an equity investor, consulting services, or both, we believe we
will typically remain actively engaged with the client company, monitoring its
progress toward the achievement of mutually defined critical
milestones. If client companies show substantive progress toward the
achievement of these critical milestones, we will consider making an additional
investment of equity capital, and to the extent needed, additional
services.
We
believe that our anticipated involvement will enable client companies to recruit
and hire critical management team members, gain customer acceptance and attract
additional equity capital.
Employees
As of
June 30, 2010, we had two employees, Christopher K. Davies, our President and
CEO and Duncan Farmer our Secretary and Chief Legal Counsel. As the
Company’s officer and director, Mr. Davies devotes such time as he believes
is required to the Company. None of the company’s employees were, nor are they
now represented by a collective bargaining arrangement.
The
Company does not carry key person life insurance on its directors. The loss of
the services of any of its executive officers or other directors could have a
material adverse effect on the business, results of operations and financial
condition of the Company. The Company's future success also depends on its
ability to retain and attract highly qualified technical and managerial
personnel.
There can
be no assurance that the Company will be able to retain its key managerial and
technical personnel or that it will be able to attract and retain additional
highly qualified technical and managerial personnel in the future. The inability
to attract and retain the technical and managerial personnel necessary to
support the growth of the Company's business, due to, among other things, a
large increase in the wages demanded by such personnel, could have a material
adverse effect upon the Company's business, results of operations and financial
condition.
ITEM 1A.
|
RISK
FACTORS.
|
FACTORS
THAT MAY AFFECT OUR PLAN OF OPERATION
Our
common stock may be affected by limited trading volume and may fluctuate
significantly, which may affect our stockholders’ ability to sell shares of our
common stock.
There has
been a limited public market for our common stock and there can be no assurance
that a more active trading market for our common stock will develop. An absence
of an active trading market could adversely affect our stockholders' ability to
sell our common stock in short time periods, or possibly at all. Our common
stock has experienced, and is likely to experience in the future, significant
price and volume fluctuations, which could adversely affect the market price of
our common stock without regard to our operating performance. In addition, we
believe that factors such as quarterly fluctuations in our financial results and
changes in the overall economy or the condition of the financial markets could
cause the price of our common stock to fluctuate substantially. These
fluctuations may also cause short sellers to enter the market from time to time
in the belief that we will have poor results in the future. We cannot predict
the actions of market participants and, therefore, can offer no assurances that
the market for our stock will be stable or appreciate over time. These factors
may negatively impact our stockholders' ability to sell shares of our common
stock.
6
We
are a development stage company organized in March 2006 and have no operating
history, which makes an evaluation of us extremely difficult. At this stage of
our business operations, even with our good faith efforts, potential investors
have a high probability of losing their investment.
We were
incorporated in March of 2006 as a Nevada corporation. Since our start up, we
have generated limited revenues from operations and have been focused on
organizational, start-up, and market analysis activities since we incorporated.
Our operating activities during this period consisted primarily of developing
contacts for our consulting services. There is nothing at this time
on which to base an assumption that our business operations will prove to be
successful or that we will ever be able to operate profitably. Our future
operating results will depend on many factors, including our ability to raise
adequate working capital, demand for our services, the level of our competition
and our ability to attract and maintain key management and
employees.
Our
prospects are subject to the risks and expenses encountered by start-up
companies, such as ours, which are establishing a business as consulting firm.
Our limited operating history makes it difficult or impossible to predict future
results of our operations. We may not establish a client base that will make us
profitable, which might result in the loss of some or all of your investment in
our common stock.
You
should consider our prospects in light of the risks and difficulties frequently
encountered by early stage companies in the rapidly evolving consulting market.
These risks include, but are not limited to, an unpredictable business
environment, the difficulty of managing growth and the use of our business
model. To address these risks, we must, among other things:
·
expand our customer base;
·
enhance our name recognition;
·
expand our product and service offerings;
·
successfully implement our business and marketing strategy;
·
provide superior customer service;
·
respond effectively to competitive and technological developments;
and
·
attract and retain qualified personnel.
Our
competition may be larger and have more capital than we do, and may be able to
provide a wider array of services than we are able to due to our
size.
Our
competition is from larger consulting firms and finance companies that have more
capital and resources than we do. We believe our competitors to be
business consulting firms, private equity funds and investment
banks. Our competitors are able to provide consulting services and/or
funding.
Because our
common stock is deemed a low-priced “Penny” stock, an investment in our common
stock should be considered high risk and subject to marketability restrictions.
These marketability restrictions may prevent you from liquidating your stock,
thus causing a loss of your investment.
Since our
common stock is a penny stock, as defined in Rule 3a51-1 under the Securities
Exchange Act, it will be more difficult for investors to liquidate their
investment even if and when a market develops for the common stock. Until the
trading price of the common stock rises above $5.00 per share, if ever, trading
in the common stock is subject to the penny stock rules of the Securities
Exchange Act specified in rules 15g-1 through 15g-10. Those rules require
broker-dealers, before effecting transactions in any penny stock,
to:
|
•
|
Deliver
to the customer, and obtain a written receipt for, a disclosure
document;
|
|
•
|
Disclose
certain price information about the
stock;
|
|
•
|
Disclose
the amount of compensation received by the broker-dealer or any associated
person of the broker-dealer;
|
|
•
|
Send
monthly statements to customers with market and price information about
the penny stock; and
|
|
•
|
In
some circumstances, approve the purchaser’s account under certain
standards and deliver written statements to the customer with information
specified in the rules.
|
Consequently,
the penny stock rules may restrict the ability or willingness of broker-dealers
to sell the common stock and may affect the ability of holders to sell their
common stock in the secondary market and the price at which such holders can
sell any such securities. These additional procedures could also limit our
ability to raise additional capital in the future.
7
AVAILABLE
INFORMATION
We file
annual, quarterly and special reports and other information with the SEC that
can be inspected and copied at the public reference facility maintained by the
SEC at 100 F Street, N.E., Room 1580, Washington, D.C. 20549-0405. Information
regarding the public reference facilities may be obtained from the SEC by
telephoning 1-800-SEC-0330. The Company's filings are also available through the
SEC's Electronic Data Gathering Analysis and Retrieval System which is publicly
available through the SEC's website (www.sec.gov). Copies of such materials may
also be obtained by mail from the public reference section of the SEC at 100 F
Street, N.E., Room 1580, Washington, D.C. 20549-0405 at prescribed
rates.
ITEM
1B.
|
UNRESOLVED
STAFF COMMENTS
|
Atlas
Capital Holdings, Inc. is not a party to unresolved Staff Comments.
ITEM 2.
|
DESCRIPTION OF
PROPERTY.
|
We do not
lease or rent any property. Our executive offices are located at 2234 N. Federal
Highway, Suite 330
Boca
Raton, Florida 33431. Our office space and related services are
provided at no charge by Christopher K. Davies our President and
CEO.
ITEM 3.
|
LEGAL
PROCEEDINGS.
|
We are
not a party to any material legal proceedings.
ITEM 4.
|
SUBMISSION OF MATTERS TO A VOTE
OF SECURITY HOLDERS.
|
The
following matters where submitted to stockholders vote during the fiscal year
ended June 30, 2010:
Atlas
Capital Holdings, Inc. is a development stage company, originally incorporated
in the State of Nevada on September 13, 2006 under the name Micro Mammoth
Solutions, Inc. The Company was originally formed to serve as a
mortgage-consulting firm and provide specialized consulting services to small
and medium sized mortgage brokers and mortgage lenders. That business plan was
unsuccessful and on December 9, 2009, the Board of Directors of the Company
appointed Mr. Christopher K. Davies as the Company’s new President and Chief
Executive Officer. Pursuant to the terms of Mr. Davies’ employment, the
Company’s sole Director and Chief Executive Officer, Mr. James Watson issued Mr.
Davies six million seventy five thousand shares of his common
stock. Mr. Davies succeeded Mr. James Watson, who served as the
Company’s President and Chief Executive Officer since March 2008. Mr.
Watson resigned his position contemporaneously with Mr. Davies’
appointment.
On
January 26, 2010, the Board of Directors of the Company approved a Stock
Purchase Agreement (the “Agreement”) between the Company and all of the
shareholders of Atlas Capital Partners, LLC (the
“Shareholders”). Pursuant to the Agreement, the Company issued two
shares of the Company’s common stock for every one share of Atlas Capital
Partners held by the Shareholders. This merger resulted in the issuance of
7,400,000 shares of the common stock of Atlas Capital Holdings,
Inc. No other consideration was paid for the shares held by the
Shareholders. Subsequently, the Company merged Atlas Capital Partners with and
into the Company and filed the appropriate merger documents with the required
state authorities.
Pursuant
to the Company’s Plan of Merger the Company’s shareholders have approved an
amendment to the Company’s Articles of Incorporation changing the Company’s name
from Micro Mammoth Solutions, Inc. to Atlas Capital Holdings,
Inc. This amendment was effective upon filing with the Nevada
Secretary of State’s office on January 26, 2010.
8
In
addition, on January 26, 2010 the Company’s Board of Directors appointed two new
Officers of the Company. Mr. Agustin Viola was appointed the Company’s Chief
Financial Officer and Mr. Duncan Farmer was appointed the Company’s Chief Legal
Counsel and Corporate Secretary. However, on May 19, 2010, Mr.
Viola resigned his position with ALCL to pursue other business
opportunities.
PART
II
ITEM 5.
|
MARKET FOR COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS ISSUER PURCHASES OF EQUITY
SECURITIES.
|
(a)
Market Information
Our
Common Stock is traded in the over-the-counter securities market through the
National Association of Securities Dealers Automated Quotation Bulletin Board
System, under the symbol “ALCL”. We have been eligible to participate in the OTC
Bulletin Board since November 8, 2007. The following table sets forth the
quarterly high and low bid prices for our Common Stock during our last two
fiscal years, as reported by a Quarterly Trade and Quote Summary Report of the
OTC Bulletin Board. The quotations reflect inter-dealer prices, without retail
mark-up, markdown or commission, and may not necessarily represent actual
transactions. In the fourth quarter of 2009, shares of our Common Stock traded
at market at a price above the range in which our Common Stock has traded in the
past. The Company has no knowledge regarding the price increase, as
the trades that resulted in the price increase occurred in the open market and
not as a result of any company sponsored buy-back program or any affiliate of
the Company purchasing shares in the open market.
2010
|
2009
|
|||||||||||||||
High
|
Low
|
High
|
Low
|
|||||||||||||
1st
Quarter
|
4.50 | 4.50 | 4.50 | 0.001 | ||||||||||||
2nd
Quarter
|
4.50 | 4.50 | 4.50 | 0.001 | ||||||||||||
3rd
Quarter
|
4.50 | 4.50 | 4.50 | 0.001 | ||||||||||||
4th
Quarter
|
4.50 | 4.50 | 4.50 | 4.50 |
(b)
Holders of Common Stock
As of
June 30, 2010, we had approximately 45 stockholders of record of the 17,434,000
shares outstanding.
(c)
Dividends
The Board
of Directors has not declared any dividends due to the following
reasons:
|
1.
|
The Company has not yet adopted a
policy regarding payment of
dividends;
|
|
2.
|
The Company does not have any
money to pay dividends at this
time;
|
|
3.
|
The declaration of a cash
dividend would result in an impairment of future working capital;
and
|
|
4.
|
The Board of Directors will not
approve the issuance of a stock
dividend.
|
9
Equity
Compensation Plans Information
Equity Compensation Plan
Information
Plan
category
|
Number of
securities to
be issued
upon
exercise of
outstanding
options,
warrants
and rights
(a)
|
Weighted-
average
exercise
price of
outstanding
options,
warrants
and rights
(b)
|
Number of securities remaining available for future
issuance under equity compensation plans
(excluding securities reflected in column(a))
( c )
|
|||||||||
Equity
compensation plans approved by security holders
|
0 | 0 | 0 | |||||||||
Equity
compensation plans not approved by security holders
|
0 | 0 | 0 | |||||||||
Total
|
0 | 0 | 0 |
Recent
Sales of Unregistered Securities
We did
not sell any securities during the fiscal year ended June 30, 2010. The company
issued 7,400,000 shares of common stock to the shareholders of Atlas Capital
Partners, LLC as a result of the merger agreement between the two parties, as
approved by shareholder vote on January 26, 2010.
ITEM
6.
|
SELECTED
FINANCIAL DATA
|
As a
smaller reporting company, as defined by Rule 229.10(f)(1), ALCL is not required
to provide a summary of selected consolidated financial data.
ITEM
7.
|
MANAGEMENT'S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
|
As a
company in an early development stage, our ability to proceed with our plan of
operation has been hindered by the present state of the US and Global economies.
At the end of our fiscal year ended June 30, 2010 we had limited cash
available.
For the
year ended June 30, 2010 we had a net loss of $1,389 as compared to a net loss
of $6,163 for the year ended June 30, 2009.
Plan
of Operation
The
company’s initial plan of operation sought to establish itself in the Florida
mortgage market, and then expand into other markets. The goal was to provide
expedited services to satisfy customer service issues for small and medium sized
commercial and residential mortgage lenders. After attaining the capability of
responding to customer service and marketing issues for lenders across the
United States, the company would expand into additional markets. However,
resulting from a lack of revenue generation, the company became stalled with its
business plan, and aggressively began seeking other business opportunities in an
effort to substantiate stockholder value, including mergers with or the
acquisition of private companies.
10
On
January 26, 2010, the Board of Directors of the Company approved a Stock
Purchase Agreement between the Company and all the shareholders of Atlas Capital
Partners, LLC. As a result of the merger Atlas Capital Partners, Inc. became the
surviving entity.
As the
surviving entity, Atlas Capital Partners, Inc’s new plan of operation expands
upon the company’s existing Business Management Consulting Services platform.
ALCL’s general plan of operation is to provide consulting services to small and
medium sized enterprises who seek to overcome their marketing, management and
capital impediments to strengthen and enhance company growth. The company
utilizes a collaborative network of professional business experts to
aggressively address client company growth and development issues. Additionally,
the company will also continue seeking to expand upon its mortgage consulting
services.
Our audit
reflects the fact that we have a limited current source of
income. Further, that without realization of additional capital, it
would be unlikely for the Company to continue as a going concern.
Our
officer and director Mr. Davies, has agreed that he will advance any additional
funds which we need for operating capital and for costs in connection with
either executing our business plan or searching for or completing an acquisition
or merger. Such advances have historically been converted to equity. There is no
minimum or maximum amount the Officer and Director will advance to us. We will
not borrow any funds for the purpose of repaying advances made by such Officer
and Director, and we will not borrow any funds to make any payments to our
promoters, management or their affiliates or associates.
Off-Balance Sheet
Arrangements
We do not
have any off-balance sheet arrangements that have or are reasonably likely to
have a current or future effect on our financial condition, changes in financial
condition, revenues or expenses, results or operations, liquidity, capital
expenditures or capital resources that is material to investors.
Going
Concern
The
accompanying financial statements have been prepared in conformity with
accounting principles generally accepted in the United States, which
contemplates continuation of the Company as a going concern. The Company’s
operations generated limited income during the current period
ended.
The
future success of the Company is likely dependent on its ability to obtain
additional capital to develop its proposed consulting offerings and ultimately,
upon its ability to attain future profitable operations. There can be no
assurance that the Company will be successful in obtaining such financing, or
that it will attain positive cash flow from operations.
ITEM
7A.
|
QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
|
As a
smaller reporting company, as defined by Rule 229.10(f)(1), ALCL is not required
to provide quantitative and qualitative disclosures about market
risk.
11
ITEM
8.
|
FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA
|
See the
Financial Statements and accompanying footnotes for our full financial
information and disclosures, beginning on page F-1.
As a
smaller reporting company as defined by Rule 229.10, ALCL is not required to
provide the supplementary financial date as required by this item.
ITEM 9.
|
CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ONACCOUNTING
AND FINANCIAL DISCLOSURE
|
ALCL has
had no changes in and no disagreements with accountants on accounting and
financial disclosures.
ITEM
9A.
|
CONTROLS
AND PROCEDURES
|
Evaluation
of Disclosure Controls and Procedures
In
connection with the preparation of this annual report on Form 10-K, an
evaluation was carried out by our management, with the participation of
Management, of the effectiveness of our disclosure controls and procedures (as
defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of
1934 ("Exchange Act")) as of June 30, 2010. Disclosure controls and
procedures are designed to ensure that information required to be disclosed in
reports filed or submitted under the Exchange Act is recorded, processed,
summarized, and reported within the time periods specified in the SEC rules and
forms and that such information is accumulated and communicated to management,
including the Chief Executive Officer/Principal Financial Officer, to allow
timely decisions regarding required disclosures.
Based on
that evaluation, our management concluded that our disclosure controls and
procedures were effective in reporting information required to be disclosed
within the time periods specified in the SEC's rules and forms.
Management's
Report on Internal Control over Financial Reporting
Management
of our company is responsible for establishing and maintaining adequate internal
control over financial reporting. Our company's internal control over financial
reporting is a process, under the supervision of Management designed to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of the Company's financial statements for external purposes in
accordance with United States generally accepted accounting principles. Internal
control over financial reporting includes those policies and procedures
that:
o Pertain
to the maintenance of records that in reasonable detail accurately and fairly
reflect the transactions and dispositions of the Company's assets;
o Provide
reasonable assurance that transactions are recorded as necessary to
permit preparation of the financial statements in accordance with generally
accepted accounting principles, and that receipts and expenditures are being
made only in accordance with authorizations of management and the
Board of Directors; and
o Provide
reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the Company's assets that could have a
material effect on the financial statements.
Our
management conducted an assessment of the effectiveness of the Company's
internal control over financial reporting as of June 30, 2010, based on criteria
established in Internal Control - Integrated Framework issued by the Committee
of Sponsoring Organizations of the Treadway Commission. Based on this
assessment, our management concluded that there was no material weakness in our
internal controls over financial reporting, and accordingly, our controls are
effective.
12
Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect all misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions or that the degree of compliance
with the policies or procedures may deteriorate.
This
annual report does not include an attestation report of our independent
registered public accounting firm regarding internal control over financial
reporting. Management's report was not subject to attestation by the Company's
registered public accounting firm pursuant to temporary rules of the Securities
and Exchange Commission that permit the Company to provide only management's
report in this annual report.
Changes
in Internal Control over Financial Reporting
There
were no significant changes in internal control over financial reporting
(as defined in Rule 13a-15(f) of the Exchange Act) during the quarter
ended December 31, 2007, that materially affected, or are reasonably
likely to materially affect, our internal control over financial
reporting.
|
|
ITEM
9B.
|
OTHER
INFORMATION
|
ALCL has
no “Other Information” disclosure.
PART
III
ITEM
10.
|
DIRECTORS,
EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE
|
The
members of our board of directors serve for one year terms and are elected at
the next annual meeting of stockholders, or until their successors have been
elected. The officers serve at the pleasure of the board of directors.
Information as to our current director and executive officer is as
follows:
Name
|
Age
|
Title
|
First Elected
|
Term Expires
|
||||
Christopher
K. Davies
|
42
|
Chairman,
CEO, President
|
12/2009
|
9/2013
|
||||
Duncan
Farmer
|
|
63
|
|
Secretary,
Legal Counsel
|
|
1/2010
|
|
9/2013
|
Duties,
Responsibilities and Experience
Christopher
K. Davies has been the Chairman, CEO and President since the founding of Atlas
Capital Holdings, Inc. Mr. Christopher K. Davies currently devotes
his time to running several operations in addition to ALCL. Mr.
Davies professional career spans in excess of 20 years in the finance and
securities arena. He is a founding member of Atlas Capital Partners, LLC, a
business and financial consulting firm that provides financing and advisory
services to public and private companies. At Atlas Capital Partners,
Mr. Davies has been responsible for developing the firm’s financing and business
development strategies. Under Mr. Davies’ leadership, Atlas Capital
Partners has been responsible for structuring innovative financial products for
hedge funds and private equity firms in the U.S. and overseas.
Prior to
joining Atlas Capital Partners, Mr. Davies served as the Senior Managing
Attorney and Assistant Corporate Secretary for Office Depot, Inc., a $15 billion
fortune 150 Company, listed on the New York Stock Exchange. Mr.
Davies has led Office Depot’s corporate finance and securities transactions and
compliance activities. He also has been responsible for developing and
structuring the company’s investments and financing opportunities in the U.S and
overseas. In addition, Mr. Davies has served as Office Depot’s lead
attorney for all of the company’s mergers and acquisitions in the U.S. and
Canada.
13
Prior to
joining Office Depot, Mr. Davies represented some of the largest companies and
financial institutions in the U.S and overseas at the law firm of
Kirkpatrick & Lockhart, Nicholson, Graham. The law firm has
over 1000 attorneys and Mr. Davies lead the securities and finance group
representing corporations and investment banks in finance, securities
compliance, public stock offerings, mergers and acquisitions, and other general
corporate matters. Mr. Davies received his J.D. from the
University of Notre Dame Law School and his undergraduate degree from Southern
Illinois University at Carbondale.
Mr.
Duncan Farmer is the Secretary and Legal Counsel for Atlas Capital Holdings,
Inc. Mr. Farmer continues to work in his private practice, and has
practiced law for more than 37 years. Mr. Farmer graduated Duke University
School of Law, with his Juris Doctorate Degree in 1973 and completed his
undergraduate studies at Catholic University of America, where he graduated
Magna cum Laude, Phi
Beta Kappa in 1970.
In
addition to his private practice work, encompassing a broad range of legal
areas, which include litigation, antitrust, securities, mergers and acquisitions
and finance law. Mr. Farmer has governmental experience with the Federal Trade
Commission and legal staff experience at General Motors
Corporation. He has counseled the Board of Directors of both publicly
held and privately held companies.
Mr.
Farmer is a member of the New Hampshire Bar, the Florida Bar and the New York
Bar. He is admitted before the United States Supreme Court and in the
United States Courts of Appeal and the District Courts. He has been a
partner in the law firm of Burger, Farmer & Cohen, LLC from 2004 through
2007, and Of Counsel to the law firm of McDonald Hopkins LLC from 2007 through
2009. He is the principal of Duncan J. Farmer Esq. LLC.
Election
of Directors and Officers
Directors
are elected to serve until the next annual meeting of stockholders and until
their successors have been elected and qualified. Officers are appointed to
serve until the meeting of the Board of Directors following the next annual
meeting of stockholders and until their successors have been elected and
qualified.
No
executive officer or director of the corporation has been the subject of any
order, judgment, or decree of any court of competent jurisdiction, or any
regulatory agency permanently or temporarily enjoining, barring suspending or
otherwise limiting him from acting as an investment advisor, underwriter, broker
or dealer in the securities industry, or as an affiliated person, director or
employee of an investment company, bank, savings and loan association, or
insurance company or from engaging in or continuing any conduct or practice in
connection with any such activity or in connection with the purchase or sale of
any securities.
No
executive officer or director of the corporation has been convicted in any
criminal proceeding (excluding traffic violations) or is the subject of a
criminal proceeding, which is currently pending.
No
executive officer or director of the corporation is the subject of any pending
legal proceedings.
Audit
Committee and Financial Expert
We do not
have an Audit Committee, Christopher K. Davies, our President and CEO, performs
some of the same functions of an Audit Committee, such as: recommending a firm
of independent certified public accountants to audit the annual financial
statements; reviewing the independent auditors independence, the financial
statements and their audit report; and reviewing management's administration of
the system of internal accounting controls. The Company does not currently have
a written audit committee charter or similar document.
We have
no independent financial expert. We believe the cost related to retaining an
independent financial expert at this time is prohibitive. Further, because of
our start-up operations, we believe the services of a financial expert are not
warranted.
14
Code
of Ethics
A code of
ethics relates to written standards that are reasonably designed to deter
wrongdoing and to promote:
|
(1)
|
Honest and ethical conduct,
including the ethical handling of actual or apparent conflicts of interest
between personal and professional
relationships;
|
|
(2)
|
Full, fair, accurate, timely and
understandable disclosure in reports and documents that are filed with, or
submitted to, the Commission and in other public communications made by an
issuer;
|
|
(3)
|
Compliance with applicable
governmental laws, rules and
regulations;
|
|
(4)
|
The prompt internal reporting of
violations of the code to an appropriate person or persons identified in
the code; and
|
|
(5)
|
Accountability for adherence to
the code.
|
We have
not adopted a corporate code of ethics that applies to our principal executive
officer, principal financial officer, principal accounting officer or
controller, or persons performing similar functions in that our sole officer and
director serves in all the above capacities.
Our
decision to not adopt such a code of ethics at this time is as a result of our
having only one officer and director operating as the sole management for the
Company. We believe that as a result of the limited interaction,
which occurs having a sole officer/director for the Company eliminates the
current need for such a code, in that violations of such a code would be
reported to the party generating the violation.
Corporate
Governance
Nominating
Committee
We do not
have a Nominating Committee or Nominating Committee
Charter. Christopher K. Davies, our President and CEO, performs some
of the functions associated with a Nominating Committee. We have elected not to
have a Nominating Committee in that we are a development stage company with
limited operations and resources.
Director Nomination
Procedures
Generally,
nominees for Directors are identified and suggested by the members of the Board
or management using their business networks. The Board has not retained any
executive search firms or other third parties to identify or evaluate director
candidates in the past and does not intend to in the near future. In selecting a
nominee for director, the Board or management considers the following
criteria:
|
1.
|
whether the nominee has the
personal attributes for successful service on the Board, such as
demonstrated character and integrity; experience at a strategy/policy
setting level; managerial experience dealing with complex problems; an
ability to work effectively with others; and sufficient time to devote to
the affairs of Atlas Capital Holdings,
Inc.;
|
|
2.
|
whether the nominee has been the
chief executive officer or senior executive of a public company or a
leader of a similar organization, including industry groups, universities
or governmental
organizations;
|
|
3.
|
whether the nominee, by virtue of
particular experience, technical expertise or specialized skills or
contacts relevant to ALCL’s current or future business, will add specific
value as a Board member; and
|
|
4.
|
whether there are any other
factors related to the ability and willingness of a new nominee to serve,
or an existing Board member to continue his
service.
|
The Board
or management has not established any specific minimum qualifications that a
candidate for director must meet in order to be recommended for Board
membership. Rather the Board or management will evaluate the mix of skills and
experience that the candidate offers, consider how a given candidate meets the
Board’s current expectations with respect to each such criterion and make a
determination regarding whether a candidate should be recommended to the
stockholders for election as a director. For the fiscal year ending June 30,
2010, ALCL received no recommendation for Directors from its
stockholders.
Atlas
Capital Holdings, Inc. will consider for inclusion in its nominations of new
Board of Director nominees proposed by stockholders who have held at least 1% of
the outstanding voting securities of ALCL for at least one year. Board
candidates referred by such stockholders will be considered on the same basis as
Board candidates referred from other sources. Any stockholder who wishes to
recommend for ALCL’s consideration a prospective nominee to serve on the Board
of Directors may do so by giving the candidate’s name and qualifications in
writing to ALCL’s at the following address: 2234 N. Federal Highway, Suite 330,
Boca Raton, Florida 33431.
15
Section
16(a) Beneficial Ownership Reporting Compliance
Section
16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
requires our executive officers and directors, and persons who beneficially own
more than ten percent of our common stock, to file initial reports of ownership
and reports of changes in ownership with the SEC. Executive officers, directors
and greater than ten percent beneficial owners are required by SEC regulations
to furnish us with copies of all Section 16(a) forms they file. Based upon a
review of the copies of such forms furnished to us and written representations
from our executive officers and directors, we believe that during the year ended
2010, Christopher K. Davies was current in his filings.
ITEM
11.
|
EXECUTIVE
COMPENSATION
|
OPTIONS/SARS GRANTS in LAST
FISCAL YEAR
Individual Grants
|
Potential
Realizable
Value at
Assumed
Annual Rates of
Stock Price
Appreciation
for Option
Term
|
Alternative
to (f) and
(g): Grant
value
|
||||||||||||||||||||||||||
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
(h)
|
|||||||||||||||||||||
Name
|
Number of
Securities
Underlying
Options/SARs
Granted
(#)
|
Percentage of
Total
Options/SARs
Granted to
Employees in
Fiscal Year
|
Exercise
of Base
Price
(#/SH)
|
Expiration
date
|
5%($)
|
10%($)
|
Grant Date
Present
Value ($)
|
|||||||||||||||||||||
Christopher
K. Davies
President
& CEO
|
0 | 0 | 0 | N/A | 0 | 0 | 0 | |||||||||||||||||||||
Duncan
Farmer,
Secretary
|
0 | 0 | 0 | N/A | 0 | 0 | 0 |
16
Aggregated Option/SAR
Exercise in
Last Fiscal Year and FY-End Option/SAR
Values
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
||||||||||||
Name
|
Shares
Acquired
on
Exercise
($)
|
Value
Realized ($)
|
Number of
Securities
Underlying
Unexercised
Options/SARs
at FY-End
(%)
Exercisable/
Unexercisable
|
Value of Unexercisable In-the-Money
Options/SARs at FY-End ($)
Exercisable/ Unexercisable
|
||||||||||||
Christopher
K. Davies,
President
& CEO
|
0 | 0 | 0 | N/A | ||||||||||||
Duncan
Farmer,
Secretary
|
0 | 0 | 0 | N/A |
Long-Term Incentive Plans -
Awards in Last Fiscal Year
Estimated Future Payouts Under Non-Stock Price-Based
Plans
|
||||||||||||||||||||
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
|||||||||||||||
Name
|
Number of
Shares,
Units or
Other
Rights
(%)
|
Performance
or Other
period Until
Maturation or
Payout
|
Threshold
($ or %)
|
Target
($ or %)
|
Maximum ($ or %)
|
|||||||||||||||
Christopher
K. Davies,
President
& CEO
|
0 | 0 | 0 | N/A | N/A | |||||||||||||||
Duncan
Farmer,
Secretary
|
0 | 0 | 0 | 0 | N/A |
Summary Compensation
Table
Name and
Principal
Position
(a)
|
Year
(b)
|
Salary
(c)
|
Bonus
(d)
|
Stock
Awards (e)
|
Option
Awards
(f)
|
Non-Equity
Incentive Plan
Compensation
(g)
|
Nonqualified
Deferred
Compensation
Earnings
(h)
|
All
Other
Compensation
(i)
|
Total
(j)
|
|||||||||||||||||||||||||
Christopher
K.
Davies
Chairman,
CEO
and President
|
2010
|
$ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | |||||||||||||||||
Duncan
Farmer, Secretary
|
2010
|
$ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 |
17
Employment
Contracts and Termination of Employment and Change-in-Control
Arrangements:
There are
no employment contracts existing between the registrant and any executive
officers.
Report
On Repricing Of Options/SARS:
At no
time during the last completed fiscal year, did the ALCL offer Options/SARs,
whether through amendment, cancellation or replacement grants, or any other
means (“repriced”) to its directors.
Christopher
K. Davies, our President and CEO performs function equivalent to a “Compensation
Committee,” and as such, has at no time during the last completed fiscal year,
offer Options/SARs, whether through amendment, cancellation or replacement
grants, or any other means (“repriced”) to ALCL directors.
ITEM 12.
|
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS ANDMANAGEMENT
AND RELATED STOCKHOLDER MATTERS
|
The
following table presents information, to the best of our knowledge, about the
beneficial ownership of our common stock on June 30, 2010, held by those persons
known to beneficially own more than 5% of our capital stock and by our directors
and executive officers.
The
percentage of beneficial ownership for the following table is based on
17,434,000 shares of common stock outstanding as of June 30, 2010.
Beneficial
ownership is determined in accordance with the rules of the Securities and
Exchange Commission and does not necessarily indicate beneficial ownership for
any other purpose. Under these rules, beneficial ownership includes those shares
of common stock over which the stockholder has sole or shared voting or
investment power. It also includes (unless footnoted) shares of common stock
that the stockholder has a right to acquire within 60 days after June 30, 2009
through the exercise of any option, warrant or other right. The percentage
ownership of the outstanding common stock, however, is based on the assumption,
expressly required by the rules of the Securities and Exchange Commission, that
only the person or entity whose ownership is being reported has converted
options or warrants into shares of our common stock.
Security
Ownership of Management
Name of Beneficial Owner (1)
|
Number
Of Shares
|
Percent
Of Ownership
|
||||||
Christopher
K. Davies, Chairman, CEO & President
|
10,075,000 | 58 | % | |||||
Duncan
Farmer
|
600,000 | 3 | % |
|
(1)
|
As
used in this table, “beneficial ownership” means the sole or shared power
to vote, or to direct the voting of, a security, or the sole or shared
investment power with respect to a security (i.e., the power to dispose
of, or to direct the disposition of, a security). The address of each
person is care of ALCL.
|
|
(2)
|
Figures
are rounded to the nearest
percent.
|
18
ITEM
13.
|
CERTAIN
RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR
INDEPENDENCE
|
Christopher
K. Davies
Office
services are provided without charge by our Chairman, CEO, and President. Such
costs are immaterial to the financial statements and, accordingly, have not been
reflected therein.
Revenue
We have
no current source of revenue.
ITEM
14.
|
PRINCIPAL
ACCOUNTING FEES AND SERVICES
|
Audit
Fees
The total
fees charged to the company for audit services were $5,900 for the year ended
June 30, 2010. For the year ended June 30, 2009, the total fees
charged for audit services were $3,500.
Audit
Related Fees
The total
fees charged to the company for audit related fees were $0 for the year ended
June 30, 2010. For the year ended June 30, 2009, the total fees
charged for audit related fees were $0.
Tax
Fees
The total
fees charged to the company for tax fees were $800 for the year ended June 30,
2010. For the year ended June 30, 2009, the total fees charged for
tax fees were $500.
All
other Fees
The total
fees charged to the company for all other fees were $0 for the year ended June
30, 2010. For the year ended June 30, 2009, the total fees charged
for all other fees were $6,115.
PART
IV
ITEM
15.
|
EXHIBITS
AND FINANCIAL STATEMENT SCHEDULES
|
Incorporated by reference
|
||||||||||||
Exhibit
|
Exhibit Description
|
Filed
herewith
|
Form
|
Period
ending
|
Exhibit
|
Filing
date
|
||||||
2.1
|
Entry
into a Material Definitive Agreement
|
8-K/A
|
2.1
|
03/13/08
|
||||||||
3.1(i)
|
Articles
of Incorporation
|
SB-2
|
3.1(i)
|
07/17/07
|
||||||||
3.1(ii)
|
Bylaws
of Atlas Capital Holdings, Inc.
|
SB-2
|
3.1(ii)
|
07/17/07
|
||||||||
31
|
Certification
of Christopher K. Davies pursuant to Section 302 of the Sarbanes-Oxley
Act
|
X
|
||||||||||
32
|
Certification
of Christopher K. Davies pursuant to Section 906 of the Sarbanes-Oxley
Act
|
X
|
19
FINANCIAL STATEMENTS
SCHEDULE
INDEX
Document
|
Page
Number
|
|
Report
of Independent Registered Public Accounting Firm
|
F-1
|
|
Balance
Sheet
|
F-2
|
|
Statement
of Operations
|
F-3
|
|
Statement
of Changes in Stockholders' Equity
|
F-4
|
|
Statement
of Cash Flow
|
F-5
|
|
Notes
to Financial Statements For Year Ended 2009
|
|
F-6
to F-17
|
SIGNATURES
Pursuant
to the requirements of Section 13 or Section 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized, on October 12,
2010.
ATLAS
CAPITAL HOLDINGS , INC.
|
REGISTRANT
|
By: /s/Christopher K.
Davies
|
Christopher
K. Davies
|
Chief
Executive Officer and
|
Principal
Accounting Officer
|
20
Patrick
Rodgers, CPA, PA
309 E.
Citrus Street
Altamonte
Springs, FL 32701
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the
Board of Directors and Stockholders
Atlas
Capital Holdings, Inc.
2234 N.
Federal Highway, Suite 330
Boca
Raton, Florida 33431
I have
audited the accompanying balance sheets of Atlas Capital Holdings, Inc. as of
June 30, 2010 and 2009 and the related statements of operations, retained
earnings, shareholders’ equity, and cash flows for the years then ended. These
financial statements are the responsibility of the Company’s management. My
responsibility is to express an opinion on these financial statements based on
my audit.
I
conducted my audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that I plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Company is not required to
have, nor was I engaged to perform, an audit of its internal control over
financial reporting. My audits included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company’s internal control over financial
reporting. Accordingly, I express no such opinion. An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
financial statements, assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. I believe that my audits provide a reasonable basis for
my opinion.
In my
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Atlas Capital Holdings, Inc. as of
June 30, 2010 and 2009, and the results of their operations and their cash flows
for the years then ended in conformity with accounting principles generally
accepted in the United States of America.
The
accompanying financial statements have been prepared assuming the Company will
continue as a going concern. As discussed in Note 2 to the financial
statements, the Company is in development stage and has experienced losses from
operations since inception. These factors raise substantial doubt
about the Company’s ability to continue as a going
concern. Management’s plans in this regard are described in Note
2. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
/s/ Patrick Rodgers, CPA,
PA
|
Patrick
Rodgers, CPA, PA
|
Orlando,
Florida
|
October
12, 2010
|
F-1
ATLAS
CAPITAL HOLDINGS, INC.
(A
Development Stage Company)
BALANCE
SHEETS
June 30,
|
June 30,
|
|||||||
2010
|
2009
|
|||||||
ASSETS
|
||||||||
Current
assets:
|
||||||||
Cash
|
$ | - | $ | 485 | ||||
Total
current assets
|
- | 485 | ||||||
Total
Assets
|
- | 485 | ||||||
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
||||||||
Current
liabilities:
|
||||||||
Accrued
liabilities
|
$ | - | $ | 4,500 | ||||
Customer
deposits
|
- | 1,000 | ||||||
Loan
from shareholder
|
800 | 2,314 | ||||||
Total
current liabilities
|
800 | 7,814 | ||||||
Stockholders'
equity:
|
||||||||
Common
stock, $.0001 par value, authorized 100,000,000 shares; 17,434,000 and
10,034,000 issued and outstanding as of March 31, 2010 and June 30, 2009,
respectively
|
1,743 | 1,003 | ||||||
Additional
paid-in capital
|
183,525 | 176,347 | ||||||
Accumulated
deficit during development stage
|
(186,068 | ) | (184,679 | ) | ||||
Total
stockholders' equity
|
(800 | ) | (7,329 | ) | ||||
Total
liabilities and stockholders' equity
|
$ | - | $ | 485 |
The
accompanying notes are an integral part of the financial
statements.
F-2
ATLAS
CAPTIAL HOLDINGS, INC.
(A
Development Stage Company)
STATEMENTS
OF OPERATIONS
For the Period
|
||||||||||||
Year Ended
|
September 13, 2006
|
|||||||||||
June 30,
|
(Inception) to
|
|||||||||||
2010
|
2009
|
June 30, 2010
|
||||||||||
Revenue
|
$ | 4,000 | $ | 12,000 | $ | 36,000 | ||||||
Expenses:
|
||||||||||||
General
and administrative
|
5,389 | 18,163 | 222,068 | |||||||||
Total
expenses
|
5,389 | 18,163 | 222,068 | |||||||||
Net
income (loss)
|
$ | (1,389 | ) | $ | (6,163 | ) | $ | (186,068 | ) | |||
Weighted
average number of common shares outstanding, basic and fully
diluted
|
13,176,466 | 10,034,000 | ||||||||||
Net
loss per weighted share basic and fully diluted
|
$ | (0.00 | ) | $ | (0.00 | ) |
The
accompanying notes are an integral part of the financial statements.
F-3
ATLAS
CAPITAL HOLDINGS, INC.
(A
Development Stage Company)
STATEMENT
OF CHANGES IN STOCKHOLDERS' EQUITY
Accumulated
|
||||||||||||||||||||
Additional
|
Deficit During
|
Total
|
||||||||||||||||||
Common Stock
|
Paid-in
|
Developmental
|
Stockholders'
|
|||||||||||||||||
Shares
|
Amount
|
Capital
|
Stage
|
Equity
|
||||||||||||||||
Balance,
June 30, 2008
|
10,034,000 | $ | 1,003 | $ | 176,347 | $ | (178,516 | ) | $ | (1,166 | ) | |||||||||
Net
loss for year ended June 30, 2009
|
- | - | - | (6,163 | ) | $ | (6,163 | ) | ||||||||||||
Balance,
June 30, 2009
|
10,034,000 | 1,003 | 176,347 | (184,679 | ) | (7,329 | ) | |||||||||||||
Shareholder
contribution
|
5,604 | 5,604 | ||||||||||||||||||
Shareholder
loan converted to paid-in capital
|
2,314 | 2,314 | ||||||||||||||||||
Shares
issued in connection with merger with Atlas Capital Partners,
LLC
|
7,400,000 | 740 | (740 | ) | - | |||||||||||||||
Net
loss for the year ended June 30, 2010
|
- | - | - | (1,389 | ) | (1,389 | ) | |||||||||||||
Balance,
June 30, 2010
|
17,434,000 | $ | 1,743 | $ | 183,525 | $ | (186,068 | ) | $ | (800 | ) |
The
accompanying notes are an integral part of the financial statements.
F-4
ATLAS
CAPITAL HOLDINGS, INC.
(A
Development Stage Company)
STATEMENTS
OF CASH FLOWS
For the Period
|
||||||||||||
September 30, 2006
|
||||||||||||
Year Ended
|
(Inception) to
|
|||||||||||
June 30,
|
June 30,
|
|||||||||||
2010
|
2009
|
2010
|
||||||||||
Cash
flows from operating activities:
|
||||||||||||
Net
loss
|
$ | (1,389 | ) | $ | (6,163 | ) | $ | (186,068 | ) | |||
Adjustments
to reconcile net loss to net cash:
|
||||||||||||
used
for operating activities:
|
||||||||||||
Stock
based compensation
|
- | - | 170,650 | |||||||||
Increase
(decrease) in customer deposits
|
(1,000 | ) | 1,000 | - | ||||||||
Increase(decrease)
in accrued liabilities
|
(4,500 | ) | 2,250 | - | ||||||||
- | ||||||||||||
Net
cash used in operating activities
|
(6,889 | ) | (2,913 | ) | (15,418 | ) | ||||||
Cash
flows from investing activities:
|
||||||||||||
Net
cash used in investing activities
|
- | - | - | |||||||||
Cash
flows from financing activities:
|
||||||||||||
Issuance
of common stock
|
- | 6,700 | ||||||||||
Proceeds
from shareholder loan
|
800 | - | 800 | |||||||||
Contribution
to paid in capital
|
5,604 | - | 7,918 | |||||||||
Net
cash provided by financing activities
|
6,404 | - | 15,418 | |||||||||
Net
increase (decrease) in cash
|
(485 | ) | (2,913 | ) | - | |||||||
Cash,
beginning of period
|
485 | 3,398 | - | |||||||||
Cash,
end of period
|
$ | - | $ | 485 | $ | - | ||||||
Supplemental
disclosures of non-cash investing and financing
activities:
|
||||||||||||
Issuance
of 7,400,000 shares of common stock on basis of two for one
shares held by shareholders of Atlas Capital Partners, LLC
("Atlas") in connection with a merger of the Company and
Atlas
|
$ | 740 | $ | 740 | ||||||||
Shareholder
loan converted to paid-in capital
|
$ | 2,314 | $ | - | $ | 2,314 | ||||||
Issuance
of 3,400,000 shares of common stock for consulting
services
|
$ | - | $ | - | $ | 170,000 | ||||||
Issuance
of 6,500,000 shares of common stock for compensation to founding
shareholder
|
$ | - | $ | - | $ | 650 |
The accompanying notes are an integral part of
the financial statements.
F-5
ATLAS
CAPITAL HOLDINGS, INC.
(A
DEVELOPMENTAL STAGE COMPANY)
NOTES
TO THE FINANCIAL STATEMENTS
Note
1 – Organization and summary of significant accounting principles
Organization
Atlas
Capital Holdings, Inc. (“Atlas” or the “Company’) was organized September 13,
2006 (Date of Inception) under the laws of the State of Nevada. The Company has
not commenced significant operations and, in accordance with Financial
Accounting Standard Board (“FASB”) Accounting Standards Codification (“ASC”)
Topic 915, “Development Stage Entity,” the Company is considered a development
stage company.
Atlas
assists small to medium-sized enterprises (“SMEs”) with overcoming their
impediments to growth, by providing SMEs high caliber business and financial
expertise as well as the capital to begin their path to growth.
The
Company operated under the name of Micro Mammoth Solutions, Inc. from date of
Inception through January 25, 2010.
Accounting
period
The
Company has adopted an annual accounting period of July through
June.
Use of
estimates
The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenue and expenses during the reporting period.
Actual results could differ significantly from those estimates.
Cash and cash
equivalents
For the
purpose of the statements of cash flows, all highly liquid investments with a
maturity of three months or less are considered to be cash
equivalents.
F-6
ATLAS
CAPITAL HOLDINGS, INC.
(A
DEVELOPMENTAL STAGE COMPANY)
NOTES
TO THE FINANCIAL STATEMENTS
Note
1 – Organization and summary of significant accounting principles
(continued)
Revenue
recognition
Revenue is recognized on an accrual
basis after services have been performed under contract terms, the service price
to the client is fixed or determinable, and collectability is reasonably assured.
Furniture and
equipment
Furniture
and equipment are stated at cost less accumulated depreciation. It is the
policy of the Company to capitalize items greater than or equal to $1,000.
Depreciation is computed using the straight-line method over the expected useful
lives of the assets. Upon retirement or other disposition of depreciable
assets, the cost and related accumulated depreciation are eliminated from the
accounts, and any gain or loss on disposal is credited to or charged against
income.
Fair value of financial
instruments
The fair
values of the Company’s assets and liabilities that qualify as financial
instruments under FASB ASC Topic 825, “Financial Instruments,” approximate their
carrying amounts presented in the accompanying balance sheet at June 30,
2010.
Loss per
share
The
Company complies with the accounting and disclosure requirements of FASB ASC
260, “Earnings Per Share.” Basic loss per common share is computed by
dividing net loss by the weighted average number of common shares outstanding
during the period. Diluted loss per common share incorporates the dilutive
effect of common stock equivalents on an average basis during the
period.
Income
Taxes
The
Company accounts for income taxes in accordance with FASB ASC Topic 740 “Income
Taxes,” which requires accounting for deferred income taxes under the asset and
liability method. Deferred income tax asset and liabilities are computed
for difference between the financial statement and tax bases of assets and
liabilities that will result in taxable or deductible amounts in the future
based on the enacted tax laws and rates applicable to the periods in which the
differences are expected to affect taxable income. Valuation allowances
are established, when necessary, to reduce the deferred income tax assets to the
amount expected to be realized.
F-7
ATLAS
CAPITAL HOLDINGS, INC.
(A
DEVELOPMENTAL STAGE COMPANY)
NOTES
TO THE FINANCIAL STATEMENTS
Note
1 – Organization and summary of significant accounting principles
(continued)
Income Taxes
(continued)
In
accordance with GAAP, the Company is required to determine whether a tax
position of the Company is more likely than not to be sustained upon examination
by the applicable taxing authority, including resolution of any related appeals
or litigation processes, based on the technical merits of the position. The
Company files an income tax return in the U.S. federal jurisdiction, and may
file income tax returns in various U.S. state and local jurisdictions. The
tax benefit to be recognized is measured as the largest amount of benefit that
is greater than fifty percent likely of being realized upon ultimate
settlement. De-recognition of a tax benefit previously recognized could
result in the Company recording a tax liability that would reduce net assets.
This policy also provides guidance on thresholds, measurement, de-recognition,
classification, interest and penalties, accounting in interim periods,
disclosure, and transition that is intended to provide better financial
statement comparability among different entities. It must be applied to
all existing tax positions upon initial adoption and the cumulative effect, if
any, is to be reported as an adjustment to stockholder’s equity as of July 1,
2009.
Income
Taxes
Based on
its analysis, the Company has determined that the adoption of this policy did
not have a material impact on the Company’s financial statements upon adoption.
However, management’s conclusions regarding this policy may be subject to review
and adjustment at a later date based on factors including, but not limited to,
on-going analyses of and changes to tax laws, regulations and interpretations
thereof.
Interest
and Penalty Recognition on Unrecognized Tax Benefits
The
Company recognizes interest accrued related to unrecognized tax benefits in
interest expense and penalties in operating expenses.
Comprehensive
Income
The
Company complies with FASB ASC Topic 220, “Comprehensive Income,” which
establishes rules for the reporting and display of comprehensive income (loss)
and its components. FASB ASC Topic 220 requires the Company’ to reflect as
a separate component of stockholders’ equity items of comprehensive
income.
F-8
ATLAS
CAPITAL HOLDINGS, INC.
(A
DEVELOPMENTAL STAGE COMPANY)
NOTES
TO THE FINANCIAL STATEMENTS
Note
1 – Organization and summary of significant accounting principles
(continued)
Stock-Based
Compensation
The
Company complies with FASB ASC Topic 718 “Compensation – Stock Compensation,”
which establishes standards for the accounting for transactions in which an
entity exchanges its equity instruments for goods or services. It also
addresses transactions in which an entity incurs liabilities in exchange for
goods or services that are based on the fair value of the entity’s equity
instruments or that may be settled by the issuance of those equity instruments.
FASB ASC Topic 718 focuses primarily on accounting for transactions in which an
entity obtains employee services in share-based payment transactions. FASB
ASC Topic 718 requires an entity to measure the cost of employee services
received in exchange for an award of equity instruments based on the grant-date
fair value of the award (with limited exceptions). That cost will be
recognized over the period during which an employee is required to provide
service in exchange for the award the requisite service period (usually the
vesting period). No compensation costs are recognized for equity
instruments for which employees do not render the requisite service. The
grant-date fair value of employee share options and similar instruments will be
estimated using option-pricing models adjusted for the unique characteristics of
those instruments (unless observable market prices for the same or similar
instruments are available). If an equity award is modified after the grant
date, incremental compensation cost will be recognized in an amount equal to the
excess of the fair value of the modified award over the fair value of the
original award immediately before the modification.
Valuation of Investments in
Securities at Fair Value—Definition and Hierarchy
FASB ASC
Topic 820 “Fair Value Measurements and Disclosures” provides a framework for
measuring fair value under generally accepted accounting principles in the
United States and requires expanded disclosures regarding fair value
measurements. ASC 820 defines fair value as the exchange price that would
be received for an asset or paid to transfer a liability (i.e., the “exit
price”) in an orderly transaction between market participants at the measurement
date.
In
determining fair value, the Company uses various valuation approaches. In
accordance with GAAP, a fair value hierarchy for inputs is used in measuring
fair value that maximizes the use of observable inputs and minimizes the use of
unobservable inputs by requiring that the most observable inputs be used when
available. Observable inputs are those that market participants would use
in pricing the asset or liability based on market data obtained from sources
independent of the Company. Unobservable inputs reflect the Company’s
assumptions about the inputs market participants would use in pricing the asset
or liability developed based on the best information available in the
circumstances. FASB ASC Topic 820 establishes a three-tiered fair value
hierarchy that prioritizes inputs to valuation techniques used in fair value
calculations, as follows:
F-9
ATLAS
CAPITAL HOLDINGS, INC.
(A
DEVELOPMENTAL STAGE COMPANY)
NOTES
TO THE FINANCIAL STATEMENTS
Note
1 – Organization and summary of significant accounting principles
(continued)
Valuation of Investments in
Securities at Fair Value—Definition and Hierarchy
(continued)
Level 1 - Valuations based on
unadjusted quoted prices in active markets for identical assets or liabilities
that the Company has the ability to access. Valuation adjustments and
block discounts are not applied to Level 1 securities. Since valuations
are based on quoted prices that are readily and regularly available in an active
market, valuation of these securities does not entail a significant degree of
judgment.
Level 2 - Valuations based on
quoted prices in markets that are not active or for which all significant inputs
are observable, either directly or indirectly.
Level 3 - Valuations based on
inputs that are unobservable and significant to the overall fair value
measurement.
The
availability of valuation techniques and observable inputs can vary from
security to security and is affected by a wide variety of factors including, the
type of security, whether the security is new and not yet established in the
marketplace, and other characteristics particular to the transaction. To
the extent that valuation is based on models or inputs that are less observable
or unobservable in the market, the determination of fair value requires more
judgment. Those estimated values do not necessarily represent the amounts
that may be ultimately realized due to the occurrence of future circumstances
that cannot be reasonably determined.
Because
of the inherent uncertainty of valuation, those estimated values may be
materially higher or lower than the values that would have been used had a ready
market for the securities existed. Accordingly, the degree of judgment exercised
by the Company in determining fair value is greatest for securities categorized
in Level 3. In certain cases, the inputs used to measure fair value may fall
into different levels of the fair value hierarchy. In such cases, for
disclosure purposes, the level in the fair value hierarchy within which the fair
value measurement in its entirety falls is determined based on the lowest level
input that is significant to the fair value measurement.
F-10
ATLAS
CAPITAL HOLDINGS, INC.
(A
DEVELOPMENTAL STAGE COMPANY)
NOTES
TO THE FINANCIAL STATEMENTS
Note
1 – Organization and summary of significant accounting principles
(continued)
Valuation of Investments in
Securities at Fair Value—Definition and Hierarchy
(continued)
Fair
value is a market-based measure considered from the perspective of a market
participant rather than an entity-specific measure. Therefore, even when
market assumptions are not readily available, the Company’s own assumptions are
set to reflect those that market participants would use in pricing the asset or
liability at the measurement date. The Company uses prices and inputs that
are current as of the measurement date, including periods of market
dislocation. In periods of market dislocation, the observability of prices
and inputs may be reduced for many securities. This condition could cause
a security to be reclassified to a lower level within the fair value
hierarchy.
Valuation
Techniques
The
Company values investments in securities that are freely tradable and are listed
on a national securities exchange or reported on the NASDAQ national market at
their last sales price as of the last business day of the year.
Government
Bonds
The fair
value of sovereign government bonds is generally based on quoted prices in
active markets. When quoted prices are not available, fair value is determined
based on a valuation model that uses inputs that include interest-rate yield
curves, cross-currency-basis index spreads, and country credit spreads similar
to the bond in terms of issuer, maturity and seniority.
Certificate
of Deposits
The fair
values of the bank certificate of deposits are based on the face value of the
certificate of deposits
Recently Adopted Accounting
Pronouncements
In
June 2009, the FASB issued the FASB Accounting Standards Codification (the
“Codification”) and
a new Hierarchy of Generally Accepted Accounting Principles which establishes
only two levels of GAAP: authoritative and nonauthoritative. The Codification is
now the source of authoritative U.S. GAAP recognized by the FASB to be applied
by nongovernmental entities in the preparation of financial statements in
conformity with GAAP, except for rules and interpretive releases of the SEC,
which are additional sources of authoritative GAAP for SEC registrants. All
other nongrandfathered, non-SEC accounting literature not included in the
Codification will become nonauthoritative. The Codification is effective for
financial statements for interim or annual reporting periods ending after
September 15, 2009.
F-11
ATLAS
CAPITAL HOLDINGS, INC.
(A
DEVELOPMENTAL STAGE COMPANY)
NOTES
TO THE FINANCIAL STATEMENTS
Note 1 – Organization and summary of
significant accounting principles (continued)
Recently Adopted Accounting
Pronouncements (continued)
The
Company adopted the new guidelines and numbering system prescribed by the
Codification when referring to GAAP on October 1, 2009. The application of the
Codification did not have an impact on the Company’s financial statements;
however, all references to authoritative accounting literature will now be
references in accordance with the Codification.
On
October 1, 2009, The Company adopted FASB ASC Topic 805 (ASC 805), “Business
Combinations,” which generally requires an acquirer to recognize the
identifiable assets acquired, liabilities assumed, contingent purchase
consideration and any noncontrolling interest in the acquiree at fair value on
the date of acquisition. It also requires an acquirer to recognize as expense
most transaction and restructuring costs as incurred, rather than include such
items in the cost of the acquired entity. For the Company, ASC 805 applies
prospectively to business combinations for which the acquisition date is on or
after October 1, 2009. The adoption of ASC 805 did not have a material impact on
the Company’s financial statements.
On
October 1, 2009, the Company adopted FASB ASC Topic 820-10 (ASC 820-10), “Fair
Value Measurements and Disclosures,” for nonfinancial assets
and liabilities that are not recognized or disclosed at fair value in the
financial statements on a recurring basis. The adoption of ASC 820-10 did not
have a material impact on the Company’s financial statements.
In August
2009, the FASB issued Accounting Standards Update 2009-05 (ASU 2009-05), “Fair
Value Measurements and Disclosures (Topic 820) – Measuring Liabilities at Fair
Value,” to amend FASB ASC Topic 820, “Fair Value Measurements and Disclosures,”
to provide guidance on the measurement of liabilities at fair value. The
guidance provides clarification that in circumstances in which a quoted market
price in an active market for an identical liability is not available, an entity
is required to measure fair value using a valuation technique that uses the
quoted price of an identical liability when traded as an asset or, if
unavailable, quoted prices for similar liabilities or similar assets when traded
as assets. If none of this information is available, an entity should use
a valuation technique in accordance with existing fair valuation
principles. The Company adopted the guidance effective October 1, 2009,
and there was no material impact on the Company’s financial statements or
related footnotes.
In May
2009, the FASB issued authoritative guidance for subsequent events, now codified
as FASB ASC Topic 855, “Subsequent Events,” which establishes general standards
of accounting for and disclosures of events that occur after the balance sheet
date but before the financial statements are issued or are available to be
issued. The guidance sets forth the circumstances under which an entity
should recognize events or transactions occurring after the balance sheet date
in its financial statements. The guidance also requires the disclosure of
the date through which an
entity has evaluated subsequent events and whether this date represents the date
the financial statements were issued or were available to be issued. The
Company adopted this guidance effective July 1, 2009 with no significant impact
on the Company’s financial statements or related footnotes.
F-12
ATLAS
CAPITAL HOLDINGS, INC.
(A
DEVELOPMENTAL STAGE COMPANY)
NOTES
TO THE FINANCIAL STATEMENTS
Note 1 – Organization and summary of
significant accounting principles (continued)
Recently Adopted Accounting
Pronouncements (continued)
In April
2009, the FASB provided additional
guidance for estimating fair value in accordance with FASB ASC Topic 820, “Fair
Value Measurements and Disclosures,” when the volume and level
of activity for the asset or liability have significantly decreased. This
additional guidance re-emphasizes that regardless of market conditions the fair
value measurement is an exit price concept and clarifies and includes additional
factors to consider in determining whether there has been a significant decrease
in market activity for an asset or liability. This guidance also provides
additional clarification on estimating fair value when the market activity for
an asset or liability has declined significantly. The scope of this
guidance does not include assets and liabilities measured under quoted prices in
active markets. This guidance is applied prospectively to all fair value
measurements where appropriate and will be effective for interim and annual
periods ending after June 15, 2009. The adoption of the provisions of this
guidance did not have any material impact on the Company’s financial
statements.
In April
2009, FASB issued FSP FAS 107-1 and APB 28-1, now codified in FASB ASC Topic
825-10-65, “Interim Disclosures about Fair Value of Financial Instruments,”
which amends U.S. GAAP to require entities to disclose the fair value of
financial instruments in all interim financial statements. The additional
requirements of this guidance also require disclosure of the method(s) and
significant assumptions used to estimate the fair value of those financial
instruments. Previously, these disclosures were required only in annual
financial statements. The additional requirements of this guidance are
effective for interim reporting periods ending after June 15, 2009. The
adoption of the additional requirements did not have any financial impact on the
Company’s financial statements.
In April,
2009, the FASB issued ASC Topic 320-10 (ASC 320-10), “Recognition and
Presentation of Other-Than-Temporary Impairments,” which provides additional
guidance designed to create greater clarity and consistency in accounting for
and presenting impairment losses on securities. ASC Topic 320-10 provides
greater clarity to investors about the credit and noncredit components of
impaired debt securities that are not expected to be sold. The measure of
impairment in comprehensive income remains fair value. This statement also
requires more timely disclosures and an increase in disclosures regarding
expected cash flows, credit losses, and an aging of securities with unrealized
losses. The adoption of the additional requirements did not have any financial
impact on the Company’s financial statements.
F-13
ATLAS
CAPITAL HOLDINGS, INC.
(A
DEVELOPMENTAL STAGE COMPANY)
NOTES
TO THE FINANCIAL STATEMENTS
Note 1 – Organization and summary of
significant accounting principles (continued)
Recently Adopted Accounting
Pronouncements (continued)
In
January 2010, the FASB issued Accounting Standards Update 2010-06, “Fair Value
Measurements and Disclosures (Topic 820) - Improving Disclosures about Fair
Value Measurements” (ASU 2010-06), to require new disclosures related to
transfers into and out of Levels 1 and 2 of the fair value hierarchy and
additional disclosure requirements related to Level 3 measurements. The
guidance also clarifies existing fair value measurement disclosures about the
level of disaggregation and about inputs and valuation techniques used to
measure fair value. The additional disclosure requirements are effective
for the first reporting period beginning after December 15, 2009, except for the
additional disclosure requirements related to Level 3 measurements, which are
effective for fiscal years beginning after December 15, 2010. The adoption
of the additional requirements is not expected to have any financial impact on
the Company’s financial statements.
In
December 2009, the FASB issued Accounting Standards Update (ASU) 2009-17,
“Consolidations (FASB ASC Topic 810) - Improvements to Financial Reporting by
Enterprises Involved with Variable Interest Entities,” which codifies FASB
Statement No. 167, Amendments to FASB Interpretation No. 46(R). ASU 2009-17
represents a revision to former FASB Interpretation No. 46 (Revised December
2003), “Consolidation of Variable Interest Entities,” and changes how a
reporting entity determines when an entity that is insufficiently capitalized or
is not controlled through voting (or similar rights) should be consolidated. The
determination of whether a reporting entity is required to consolidate another
entity is based on, among other things, the other entity’s purpose and design
and the reporting entity’s ability to direct the activities of the other entity
that most significantly impact the other entity’s economic performance.
ASU 2009-17 also requires a reporting entity to provide additional disclosures
about its involvement with variable interest entities and any significant
changes in risk exposure due to that involvement. A reporting entity will be
required to disclose how its involvement with a variable interest entity affects
the reporting entity’s financial statements. ASU 2009-17 is effective at
the start of a reporting entity’s first fiscal year beginning after November 15,
2009, or the Company’s fiscal year beginning January 1, 2010. Early application
is not permitted. We have not yet determined the impact, if any, which of the
provisions of ASU 2009-15 may have on the Company’s financial
statements
Concentration of Credit
Risk
The
Company maintains its cash and cash equivalents in bank deposit accounts, which,
at times may exceed federally insured limits. The Company has not
experienced any losses in such accounts. Management believes the Company
is not exposed to any significant credit risk related to cash and cash
equivalents.
F-14
ATLAS
CAPITAL HOLDINGS, INC.
(A
DEVELOPMENTAL STAGE COMPANY)
NOTES
TO THE FINANCIAL STATEMENTS
Note 2 –Going
Concern
The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern, which contemplates the recoverability of
assets and the satisfaction of liabilities in the normal course of
business. As noted above, the Company is in the development stage and,
accordingly, has not yet generated significant revenues from operations.
As a development stage Company, it has generated revenues totaling $36,000 and
incurred accumulated net losses of approximately $186,068 from September 13,
2006 (inception) through the period ended June 30, 2010.
The
ability of the Company to continue as a going concern is dependent upon its
ability to raise additional capital from the sale of common stock and,
ultimately, the achievement of significant operating revenues. The
accompanying financial statements do not include any adjustments that might be
required should the Company be unable to recover the value of its assets or
satisfy its liabilities.
Note 3 –Income
Taxes
At June
30, 2010, the Company had approximately $186,000 of net operating losses (“NOL”)
carry-forwards for federal and state income purposes. These losses are
available for future years and expire through 2030. Utilization of these
losses may be severely or completely limited if the Company undergoes an
ownership change pursuant to Internal Revenue Code Section 382.
The
deferred tax asset is summarized as follows:
June 30,
|
||||
2010
|
||||
Deferred
tax asset:
|
||||
Net
operating loss carryforwards
|
$ | 71,000 | ||
Deferred
tax asset
|
71,000 | |||
Less:
Valuation allowance
|
(71,000 | ) | ||
Net
deferred tax asset
|
$ | - |
A
reconciliation of income tax expense computed at the U.S. federal, state, and
local statutory rates and the Company’s effective tax rate is as
follows:
F-15
ATLAS
CAPITAL HOLDINGS, INC.
(A
DEVELOPMENTAL STAGE COMPANY)
NOTES
TO THE FINANCIAL STATEMENTS
Note
3 –Income Taxes (continued)
June 30,
|
||||
2010
|
||||
Statutory
federal income tax expense
|
(34 | ) % | ||
State and local
income tax (net
of federal benefits)
|
(4 | ) | ||
Valuation
allowance
|
38 | |||
- | % |
The
Company has taken a 100% valuation allowance against the deferred tax asset
attributable to the NOL carryforward of $156,000 at March 31, 2010, due to the
uncertainty of realizing the future tax benefits.
Note
4 – Stockholders’ equity
In
September 2006, the Company issued 6,500,000 shares of its $0.0001 par value
common stock as founder's shares. In connection with the issuance of these
6,500,000 shares, the Company recorded compensation expense in the amount of
$650. The shares were deemed to have been issued pursuant to an exemption
provided by Section 4(2) of the Act, which exempts from registration
"transactions by an issuer not involving any public offering."
In
January 2007, the Company issued 3,400,000 shares of its $0.0001 par value
common stock for consulting services. In connection with the issuance of
these 3,400,000 shares, the Company recorded compensation expense in the amount
of $170,000. The shares were deemed to have been issued pursuant to an exemption
provided by Section 4(2) of the Act, which exempts from registration
"transactions by an issuer not involving any public offering."
In June
2007, the Company issued 134,000 shares of its $0.0001 par value common stock
for $6,700 cash. The shares were deemed to have been issued pursuant to an
exemption provided by Section 4(2) of the Act, which exempts from registration
"transactions by an issuer not involving any public offering."
F-16
ATLAS
CAPITAL HOLDINGS, INC.
(A
DEVELOPMENTAL STAGE COMPANY)
NOTES
TO THE FINANCIAL STATEMENTS
Note 4 – Stockholders’ equity
(continued)
On
January 26, 2010, the Board of Directors of the Company approved a Stock
Purchase Agreement (the “Agreement”) between the Company and all of the
shareholders of Atlas Capital Partners, LLC (the “Shareholders”). Pursuant
to the Agreement, the Company issued two shares of the Company’s common stock
for every one share of Atlas Capital Partners held by the Shareholders. No
other consideration was paid for the shares held by the Shareholders.
Subsequently, the Company merged Atlas Capital Partners with and into the
Company and filed the appropriate merger documents with the required state
authorities. The Company issued 7,400,000 shares of its $0.0001 par value common
stock in connection the merger.
There
have been no other issuances of common stock.
Note 5 – Warrants and
options
There
are no warrants or options outstanding to acquire any additional shares of
common stock.
Note 6 – Related party
transactions
During
the three month period ended December 31, 2009, the Company’s former chief
executive officer converted a $2,314 loan due him for startup expenses by making
a contribution of this amount to additional paid-in capital. Also, during
the same quarterly period, he made a $5,604 cash contribution to additional
paid-in capital.
During
the three month period ended March 31, 2010, the Company’s current chief
executive officer and principal shareholder advanced the company $800 for the
payment of operating expenses.
Note
7 – Commitments and contingent liabilities
Legal matters - The
Company is occasionally party to litigation or threat of litigation arising in
the normal course of business. Management, after consultation with legal
counsel, does not believe that the resolution of any such matters will have a
material effect on the Company’s financial position or results of
operations.
F-17