Filing Compare · Atlas Capital Holdings, Inc.

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~~2011

ATLAS CAPITAL ~~HOLDINGS~~HOLDING S, INC. ~~(Name of small business issuer in its charter)~~

(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 ifwhether the registrant is(1) ~~not~~has filed all reports required to ~~file~~be ~~reports~~filed ~~pursuant~~by to Section 13 or ~~Section~~ 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.

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. ¨

~~herein, and~~Indicate ~~will~~by ~~not~~check bemark ~~contained,~~whether toregistrant ~~the~~is ~~best~~a oflarge ~~the~~accelerated ~~registrant's~~filer, ~~knowledge~~an accelerated filer, ~~in definitive~~a ~~proxy~~non-accelerated filer or ~~information~~a smaller reporting company in Rule 12b-2 of the Exchange Act.

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 ¨ No x ~~No ¨~~

The aggregate market value of the voting stock held by non-affiliates (based upon the per share price of $40.5002 as last traded on ~~November~~October 147, ~~2008~~2011) was approximately $78313,~~408,000~~500.

FORM 10-K CROSS REFERENCE INDEX

			PAGE		~~PAGE~~
PART I
	Item 1.	~~Item 1.~~Business	3	~~Business~~	3
	Item 1A.	~~Item~~Risk ~~1A.~~Factors	6	~~Risk Factors~~	6
	Item 1B.	~~Item~~Unresolved ~~1B.~~Staff Comments	9	~~Unresolved Staff Comments~~	8
	Item 2.	~~Item 2.~~Properties	9	~~Properties~~	8
	Item 3.	~~Item~~Legal 3.Proceedings	9	~~Legal Proceedings~~	8
	Item 4.	~~Item~~Submission 4.of Matters to a Vote of Security Holders	9	~~Submission of Matters to a Vote of Security Holders~~	8
PART II
	Item 5.	~~Item~~Market 5.for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	10	~~Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities~~	9
	Item 6.	~~Item~~Selected 6.Financial Data	11	~~Selected Financial Data~~	10
	Item 7.	~~Item~~Management's 7.Discussion and Analysis of Financial Condition and Results of Operations	11	~~Management's Discussion and Analysis of Financial Condition and Results of Operations~~	10
	Item 7A.	~~Item~~Quantitative ~~7A.~~and Qualitative Disclosures about Market Risk	12	~~Quantitative and Qualitative Disclosures about Market Risk~~	11
	Item 8.	~~Item~~Financial 8.Statements and Supplementary Data	13	~~Financial Statements and Supplementary Data~~	12
	Item 9.	~~Item~~Changes 9.in and Disagreements with Accountants on Accounting and Financial Disclosure	13	~~Changes in and Disagreements with Accountants on Accounting and Financial Disclosure~~	12
	Item 9A.	~~Item~~Controls ~~9A.~~and Procedures	13	~~Controls and Procedures~~	12
	Item 9B.	~~Item~~Other ~~9B.~~Information	14	~~Other Information~~	13
PART III
	Item 10.	~~Item~~Directors, ~~10.~~Executive Officers and Corporate Governance	14	~~Directors, Executive Officers and Corporate Governance~~	13
	Item 11.	~~Item~~Executive ~~11.~~Compensation	17	~~Executive Compensation~~	16
	Item 12.	~~Item~~Security ~~12.~~Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	19	~~Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters~~	18
	Item 13.	~~Item~~Certain ~~13.~~Relationships, Related Transactions and Director Independence	20	~~Certain Relationships, Related Transactions and Director Independence~~	19
	Item 14.	~~Item~~Principal ~~14.~~Accounting Fees and Services	20	~~Principal Accounting Fees and Services~~	19
PART IV
	Item 15.	~~Item~~Exhibits ~~15.~~and Financial Statement Schedules	20	~~Exhibits and Financial Statement Schedules~~	19

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~~In ~~impacting~~this ~~these~~filing ~~risks~~references ~~and~~to ~~uncertainties~~“Company,” ~~include~~“we,” ~~but~~“our,” ~~are~~and/or ~~not~~“us,” ~~limited~~ refers to: Atlas Capital Holdings, Inc .

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~~Atlas or the Company) 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.~~

AsThe ~~of June~~Company ~~30,~~is ~~2010,~~focused ~~100,000,000~~on ~~shares~~the ofacquisition ~~common~~or ~~stock~~development ~~were authorized at $0.0001 par value. As~~ of ~~June~~companies ~~30,~~that ~~2009~~produce ~~there~~green ~~were~~products ~~10,034,000 shares of common stock issued~~ and ~~outstanding. As of June 30~~services, ~~2010~~clean ~~there~~energy ~~were~~solutions ~~17,434,000 shares of common stock have been issued~~ and ~~outstanding~~related technology. ~~There~~ ~~have~~The ~~been~~Company's ~~no other~~vision ~~sales~~is orto ~~issuance~~increase ofits ~~any~~value ~~securities~~through in the ~~fiscal~~ownership ~~year~~of ~~ending~~a ~~June~~diverse ~~30, 2010,~~group ~~for~~of ~~ALCL,~~companies ~~other~~that ~~than~~each ~~the~~have ~~7,400,000~~developed ~~shares~~or ~~issued~~provide asproducts aand ~~result~~services ofthat ~~the~~are ~~merger with~~environmentally ~~Atlas Capital Partners, LLC, discussed in Item 4, herein~~friendly.

~~Our President~~The ~~and~~Company’s ~~CEO~~business ~~Mr.~~strategy ~~Christopher K. Davies~~ is ~~the~~focused ~~holder~~on ofinvesting ~~10,075,000~~and/or ~~shares of~~acquiring ~~outstanding~~companies ~~common~~with ~~stock~~proprietary ortechnologies ~~approximately~~that ~~60%~~provide ofmultiple ~~the~~commercial ~~issued~~applications. ~~and~~The ~~outstanding shares~~Company ofwill ~~common~~seek ~~stock~~to asleverage ~~consideration~~synergies ~~for his expertise~~ and ~~his~~cross-marketing ~~business concept~~opportunities ofacross ~~establishing~~multiple ~~ALCL,~~acquisitions. ~~and~~To ~~his~~effectively ~~serving~~implement onthis ~~the Board of Directors~~strategy, ~~and assuming~~ the ~~liability~~Company ofwill ~~being~~be anhiring ~~officer~~additional ~~and~~executives ~~director~~specializing ofin athe ~~publicly~~green ~~trading~~ and ~~reporting~~clean ~~Company~~energy market place.

Atlas ~~Capital~~ ~~Holdings, Inc.~~ was ~~formed~~formerly known as aMicro ~~Business~~Mammoth ~~Management~~Solutions, ~~Consulting Service~~Inc. ~~ALCL’s~~ ~~general plan of operation is to provide consulting services to small~~ and ~~medium~~ ~~sized~~operated ~~enterprises~~as ~~which~~such ~~seek~~until toJanuary ~~overcome their marketing~~25, ~~management and capital impediments to strengthen and enhance company growth~~2010. 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.

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 purchased all of the issued and outstanding stock of Atlas Capital Partners.

Following the acquisition of Atlas Capital Partners the shareholders 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. Atlas Capital Partners was formed as a business management-consulting firm.

~~The fiscal~~Our ~~year~~Joint ~~ending~~Venture ~~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.~~Merger ~~Prohibitive~~with ~~credit~~Clean ~~and lending~~Energy 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.Pathways

AsOn ~~a result~~March 1, we2011 ~~face~~the ~~substantial~~Company ~~liquidity~~entered ~~risk~~into ~~and~~a ~~uncertainty~~Joint Venture Agreement (“JVA”) with Clean Energy Pathways, ~~near-term~~Inc. (“CEP”). The Company has agreed to become the marketing and ~~otherwise~~ financing operation for the JV, ~~which~~and ~~threatens~~CEP ~~our~~has ~~ability~~agreed to ~~continue~~provide the Company $100,000 as aan ~~going~~engagement ~~concern~~fee for its services. Following the JV, Atlas and ~~avoid bankruptcy~~CEP entered into an Agreement and Plan of Merger (“Merger Agreement”) on May 10, 2011. However the Company terminated the Merger Agreement with CEP on July 15, 2011. Subsequently, the Company terminated the JVA with CEP on October 7, 2011.

~~For~~Business 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.Plan

~~(b) Our~~On ~~Business~~September 15, 2011 our wholly-owned subsidiary, AlgaeTek Systems, Inc. signed a License and Commercialization agreement with Algae Farm, Inc. The agreement gives AlgaeTek Systems the right to use Algae Farm's intellectual property surrounding algae production for the entire life of its patents and trademarks. In addition, AlgaeTek will have the exclusive use of the intellectual property in six states including Florida, Alabama, Mississippi, South Carolina, North Carolina and Georgia. Algae Farm will also assist with the development of the production facility and with the commercialization of the algae produced.

~~There~~On ~~are thousands~~October of6, ~~innovative~~2011, ~~small~~Atlas toacquired ~~medium-size~~Textraw, ~~enterprises~~Inc, ~~(“SMEs”)~~a ~~delivering many~~Georgia ~~quality~~corporation ~~services~~that engineers and ~~technologies~~distributes toan ~~the~~environmentally ~~market. While~~friendly ~~these companies~~synthetic ~~have~~ground ~~successfully~~cover ~~grown~~manufactured ~~beyond~~from ~~the~~recycled ~~most~~materials. Atlas ~~critical~~acquired ~~start-up~~Textraw ~~phase,~~in ~~they haven’t~~exchange ~~achieved~~for ~~the momentum needed to scale beyond their initial customer base or their target niche market. Often~~$2,000,000 ~~these~~in ~~companies~~warrants ~~will~~that have ~~developed~~ ~~potential~~an ~~“game-changing”~~exercise ~~innovations~~price orof ~~“platform”~~$0.25. ~~technologies~~Upon ~~but lack~~exercise the ~~capital~~warrants ~~and/or~~may ~~the~~be ~~business~~converted ~~and~~into ~~financial~~restricted ~~expertise~~common ~~necessary~~stock ~~to execute~~of ~~on their growth strategy~~Atlas. ~~Growth~~ ~~initiatives~~Textraw ~~within~~became ~~these companies~~Atlas’ ~~frequently~~second ~~flounder~~wholly-owned ~~as a result of a number of factors:~~subsidiary.

·We ~~Lackluster~~will ~~sales~~continue to acquire or develop companies that produce or provide products and ~~marketing~~services ~~execution~~that are considered environmentally friendly. Management believes there is a growing market for these types of products and services. Which is evident by the continued interest in investing by the U.S. government and the private sector.

·We ~~Misaligned~~are ~~Go-To-Market~~structured ~~strategy~~as a holding company and we believe we can increase the value of our company by acquiring more small companies in our market and providing them our business, marketing, financial and legal expertise that they require to grow and execute their business plans.

·Atlas ~~Technology-focused~~is ~~rather~~looking ~~than~~to acquire more small companies that have moved beyond the development stage and have a product or a service to provide to the market~~-focused~~. ~~strategies~~We have identified other opportunities to acquire small companies that produce environmentally friendly products such as cleaning supplies, outdoor landscaping and lawn care and solar and wind energy development.

·We ~~Lacking~~believe ~~management~~we orwill ~~leadership~~continue ~~depth~~to develop and identify new and interesting acquisition opportunities that may provide value to the Company.

·Use ~~Under-capitalized~~of Independent Contractors and Consultants

~~Our~~To ~~goal has~~secure ~~been~~sufficient personnel to ~~assist~~execute ~~innovative~~our ~~SMEs~~business toplan, ~~overcome~~the ~~their~~Company ~~impediments~~has toengaged ~~growth~~several independent contractors and consultants. Our ~~We do~~goal ~~this~~is byto ~~providing~~keep ~~SMEs~~over-head ~~high~~low ~~caliber~~and ~~business~~to allocate personnel and ~~financial~~resources ~~expertise~~that aswill ~~well as~~provide ~~the~~sufficient ~~capital~~bandwidth tobut ~~begin~~that ~~their~~will ~~path~~meet our current budget constraints as we continue to ~~growth~~develop.

~~Market Opportunity~~Our business began as a consulting practice and we intend to take some of the expertise in providing business and consulting services and leverage our experience to provide marketing, business, financial and legal services to the companies we acquire or develop.

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.

·Market 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.Opportunity

~~Assuming~~ For the ~~consensus~~past ~~surrounding~~five ~~these~~years ~~factors~~there ishas ~~accurate,~~developed ~~the~~a ~~convergence~~growing ofmarket ~~these factors~~for ~~may~~clean ~~result~~energy inand ~~substantial~~environmentally ~~increase~~friendly inproducts and services. We will work to acquire companies or the ~~number~~rights ofto technologies that will allow us to market, develop and implement environmentally friendly products and services. Our mission is to build shareholder value by leveraging our ability to work with clients to execute and ~~deal flow~~finance weclean ~~may~~energy ~~see~~development ~~during~~projects ~~the~~and ~~2010-2011~~environmentally ~~fiscal~~friendly ~~year~~products and services to fill a need in those markets.

~~Core Competencies~~Sales & Marketing

AtWith ~~the core~~future ~~of our value proposition~~funding, iswe ~~our~~plan ~~ability~~ to ~~provide~~establish a ~~full~~formal ~~suite~~sales ofand ~~end-to end~~marketing ~~business~~team ~~and~~whose ~~financial~~ services ~~that~~will ~~allow~~further usbe applied to ~~quickly~~assist ~~convert~~our ~~leads~~clients’ ~~into viable~~efforts. To ~~investments~~date, ~~that~~we ~~will~~have ~~yield~~marketed, ~~profits~~with toour ~~the~~existing ~~Company~~management inteam ~~the~~and ~~short-~~consultants, to ~~medium-term.~~ Wea ~~are~~small ~~uniquely~~group ~~positioned~~of tolarge-scale doutility ~~so,~~companies byand ~~being~~electricity ~~able~~consumers tothrough ~~leverage~~targeted ~~the combined~~sales ~~business,~~and ~~legal,~~attendance ~~strategic,~~at ~~and~~trade ~~financial~~shows. ~~experience~~We ofhave rapidly broadened our ~~associates. This~~ ~~can~~marketing beapproach ~~summarized~~to incover ~~the~~other ~~following~~alternative ~~five~~customers ~~core competencies:~~by exploring creative uses for available efficiency technologies.

·Government ~~Business Development~~Regulation

·We ~~Business~~are ~~Strategy~~not ~~Advisory~~governed ~~Services~~by ~~(BSAS)~~formal government regulations, although the contracts we may potentially enter into with our municipal and quasi-public customers are governed by applicable regulations and laws governing public and quasi-public contracting. We ensure that all of our purchased products and services comply with applicable government regulations.

~~· Capital Raising~~ Competition

·Currently, ~~Management~~there &are ~~Operational~~significantly ~~Support~~larger companies in our market. Those companies have greater financial resources and personnel that we have. If we are unable to secure more financing we may be unable to effectively compete against larger companies in our market.

· 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.

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,~~October ~~2010~~2011, we ~~had~~have two full-time employees, Christopher K. Davies, our President and CEO and Duncan Farmer our Secretary and Chief Legal Counsel. As ~~the~~ The Company’s ~~officer~~has ~~and~~one ~~director,~~part-time ~~Mr.~~employee ~~Davies~~who ~~devotes~~serves ~~such~~as ~~time~~the ~~as he~~Companies ~~believes is~~Chief-Operating ~~required~~Officer towho ~~the~~is ~~Company.~~Peter Klaich. 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

We have been the subject of a going concern opinion by our independent auditor who has raised substantial doubt as to our ability to continue as a going concern

Our consolidated financial statements have been prepared assuming we will continue as a going concern, which contemplates the recoverability of assets and the satisfaction of liabilities in the normal course of business. 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 S194,410 from September 13, 2006 (inception) through the period ended June 30, 2011. These factors, among others, raise substantial doubt about our ability to continue as a going concern. Our consolidated financial statements do not include any adjustment that might result from the outcome of this uncertainty. Assurances cannot be given that adequate financing can be obtained to meet our capital needs. If we are unable to generate profits and unable to continue to obtain financing to meet our working capital requirements, we may have to curtail our business sharply or cease operations altogether. Our continuation as a going concern is dependent upon our ability to generate sufficient cash flow to meet our obligations on a timely basis to retain our current financing, to obtain additional financing, and, ultimately, to attain profitability. Should any of these events not occur, we will be adversely affected and we may have to cease operations.

We are a new entrant into both the clean energy market and the environmentally friendly product and services markets and we have not had significant experience with clean energy projects

Since inception, activities have been limited to organizational efforts, obtaining working capital and acquiring and developing a business and development plan. As a result, future revenues may be limited. While our consultants have marketing and business management consulting experience, we have not used that experience in a meaningful way in the solar energy market or in the acquisition of companies that produce or provide environmentally friendly products and services. Our lack of experience could prove to be a major determining factor in whether we are able to secure additional revenue sufficient to operate our business. In the event that we are unable to do so we could be required to sharply curtail or cease operations.

We require additional capital to fund our continued operations, if such funding is not available or is available upon unattractive terms we could be required to cease operations

We will need to raise capital in order to execute our business plan. Since inception, we have financed cash flow requirements through the issuance of common stock, warrants and cash from our officers and directors. As we expand our operational activities, we may continue to experience negative cash flows from operations and we will be required to obtain additional financing to fund operations through equity offerings and borrowings to the extent necessary to provide working capital. Financing may not be available, and, if available, it may not be available on acceptable terms. Should we secure such financing, it could have a negative impact on our financial condition and our shareholders. The sale of debt would, among other things, adversely impact our balance sheet, increase our expenses and increase our cash flow requirements. The sale of equity could, among other things, result in dilution to our shareholders. If our cash flows from operations are significantly less than projected, then we would either need to cut back on our budgeted spending, look to outside sources for additional funding or a combination of the two. If we are unable to access sufficient funds when needed, obtain additional external funding or generate sufficient revenue from the sale of our products, we could be forced to curtail or possibly cease operations.

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.

We are a development stage company organized in March 2006 and have limited operating history, which makes an evaluation of us extremely difficult.

~~We are~~You ashould ~~development~~consider ~~stage~~our ~~company~~prospects ~~organized~~ in ~~March~~light ~~2006~~of ~~and~~the ~~have~~risks noand ~~operating history,~~difficulties ~~which~~frequently ~~makes~~encountered anby ~~evaluation~~early ofstage uscompanies ~~extremely~~in ~~difficult.~~the Atrapidly ~~this~~evolving ~~stage~~consulting ~~of our~~market. ~~business~~These ~~operations~~risks include, ~~even~~but ~~with~~are ~~our~~not ~~good~~limited ~~faith efforts~~to, ~~potential~~an ~~investors have~~unpredictable abusiness ~~high probability of losing their investment~~environment.

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.

If we do not begin to generate revenue from our operations we could become dependent upon external financing to fund our ongoing operations and implement our business plan.

It is imperative that we begin to generate consistent revenue from our operation in order to implement our business plan and to finance ongoing operations. New capital may not be available and adequate funds may not be sufficient for our operations, and may not be available when needed or on terms acceptable to our management. Our failure to generate revenue or to obtain adequate additional financing may require us to delay, curtail or scale back some or all of our operations and may hinder our ability to expand or continue our business.

We may be unable to manage growth, which may impact our potential profitability.

Successful implementation of our business strategy requires us to manage our growth. Growth could place an increasing strain on our management and financial resources. To manage growth effectively, we will need to:

Establish definitive business strategies, goals and objectives

Maintain a system of management controls

Attract and retain qualified personnel, as well as, develop, train and manage management-level and other employees

If we fail to manage our growth effectively, our business, financial condition or operating results could be materially harmed, and our stock price may decline.

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.

We lack independent directors on our Board of Directors which could limit the type of guidance given to our Board and could have a negative impact on our stock price.

Shareholders should be aware of and familiar with the recent issues concerning corporate governance and lack of independent directors as a specific topic. Our sole Director is also our CEO and he is not independent because they are employed by the Company. Therefore, the guidance that the sole Directore may provide could be limited in scope.

Failure to attract, train, and retain personnel to manage our growth could adversely impact our future operating results.

Our strategy to grow our operations may place a greater strain on our managerial, financial and human resources than that experienced by our larger competitors, as they have a larger employee base and administrative support group. As we grow we will need to:

build and train sales and marketing staff to create an expanding presence in the evolving marketplace for our products and services, and to keep staff informed regarding the features, issues and key selling points of our products and services;

attract and retain qualified personnel in order to continue to develop reliable and saleable products and services that respond to evolving customer needs; and

focus personnel on expanding our internal management, financial and product controls significantly, so that we can maintain control over our operations and provide support to other functional areas within our business as the number of personnel and the size of our operations increases.

Competition for such personnel can be intense, and we cannot assure you that we will be able to attract or retain highly qualified marketing, product engineers, sales and managerial personnel in the future. Our inability to attract and retain the necessary personnel may adversely affect our future growth and profitability. It may be necessary for us to increase the level of compensation paid to existing or new employees to a degree that our operating expenses could be materially increased.

We have limited funds. Our ultimate success may depend upon our ability to raise additional capital. There can be no assurance that additional funds will be available when needed from any source or, if available, will be available on terms that are acceptable to us.

We may not be able to execute our current business plan and fund business operations long enough to achieve profitability. We may be required to pursue sources of additional capital through various means, including debt or equity financings. Future financings through equity investments are likely to be dilutive to existing stockholders. Also, the terms of securities we may issue in future capital transactions may be more favorable for our new investors. Newly issued securities may include preferences, superior voting rights, the issuance of warrants or other derivative securities, and the issuances of incentive awards under equity employee incentive plans, which may have additional dilutive effects. Further, we may incur substantial costs in pursuing future capital and/or financing, including investment banking fees, legal fees, accounting fees, printing and distribution expenses and other costs. We may also be required to recognize non-cash expenses in connection with certain securities we may issue, such as convertible notes and warrants, which will adversely impact our financial condition and results of operations.

Our ability to obtain needed financing may be impaired by such factors as the condition of the economy and capital markets, both generally and specifically in our industry, and the fact that we are not profitable, which could impact the availability or cost of future financings. If the amount of capital we are able to raise from financing activities, together with our revenues from operations, is not sufficient to satisfy our capital needs, even to the extent that we reduce our operations accordingly, we may be required to cease operations.

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.

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.

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~~ September 30, ~~2010,~~2011 we had ~~approximately~~53 45 stockholders of record of the 1741,~~434~~895,~~000~~ 883 shares outstanding.

The Board of Directors has not declared any dividends due to the following reasons:

The Company has not yet adopted a policy regarding payment of dividends;

The Company does not have any money to pay dividends at this time;

The declaration of a cash dividend would result in an impairment of future working capital; and

The Board of Directors will not approve the issuance of a stock dividend.

910

Equity Compensation Plans Information

Equity Compensation Plan Information

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~~Stock ~~agreement~~Purchase Agreement between the two parties, as approved by shareholder vote on January 26, 2010. The Company received all of the outstanding units of Atlas Capital Partners, LLC. The 7,400,000 shares of the Company’s common stock was issued to each of the five shareholders who originally held ownership interest in Atlas Capital Partners. Two shares of common stock of the Company were issued for every one share of Atlas Capital Partners held by each of the five shareholders of Atlas Capital Partners. None of the shares were issued in a public offering and no solicitation was performed before or during the issuance of those shares. Mr. Davies received four million shares of the Company’s common stock pursuant to the Stock Purchase Agreement. We relied upon Section 4(2) of the Securities Act in issuing the securities disclosed above. Our reliance was based upon the following factors: (a) the issuance of the securities was an isolated private transaction by us which did not involve a public offering; (b) there were only a limited number of offerees; (c) there were no subsequent or contemporaneous public offerings of the securities by us; (d) the securities were not broken down into smaller denominations; and (e) the negotiations for the sale of the stock took place directly between the offeree and us. In addition each of the shareholders was either an "accredited investors" or was represented by counsel that at the time had sufficient knowledge and experience in financial and business matters to make them capable of evaluating the merits and risks of the prospective investment.

On March 2011 an investor group purchased an aggregate of 4,290,000 shares of common stock of the Company as an investment for a total aggregate price of $214,500. There were no underwriters involved in the sale, and no underwriting discounts or commissions were paid. 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."

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

AsPlan ~~a company in an early development stage, our ability to proceed with our plan~~ of ~~operation~~ ~~has~~Operations ~~been~~for ~~hindered by~~ the ~~present~~next ~~state~~Twelve ~~of the US and Global economies. At the end of our fiscal year ended June 30, 2010 we had limited cash available.~~Months

~~For~~Over the ~~year~~ ~~ended~~next ~~June~~twelve ~~30,~~months ~~2010~~ we ~~had~~plan ato ~~net~~execute ~~loss~~our ofstrategy ~~$1,389~~to asacquire ~~compared~~or todevelop more companies that produce or provide products and services that are considered environmentally friendly. Management believes there is a ~~net~~growing ~~loss~~ market for these types of ~~$6,163~~products ~~for~~and services. Which is evident by the ~~year~~continued ~~ended~~interest ~~June~~in ~~30,~~investing ~~2009~~by the U.S. government and the private sector.

~~Plan~~ We are structured as a holding company and we currently own two wholly-owned subsidiaries, AlgaeTek Systems and Textraw. AlgaeTek has entered int a License and Commercialization Agreement with Algar Farm, Inc underwhich it has obtained the exclusive right to use of ~~Operation~~Algae Farm’s intellectual property in six states including Florida, Alabama, Mississippi, South Carolina, North Carolina and Georgia. Algae Farm will also assist with the development of the production facility and with the commercialization of the algae produced.

~~The company’s~~Our ~~initial~~second ~~plan~~wholly-owned ofsubsidiary ~~operation~~is ~~sought to establish itself in the Florida mortgage market~~Textraw, ~~and then expand into other markets~~Inc., ~~The goal was to provide expedited services to satisfy customer service issues for small~~ and ~~medium~~that ~~sized commercial~~subsidiary ~~and~~engineers ~~residential mortgage lenders. After attaining the capability of responding to customer service~~ and ~~marketing~~distributes ~~issues~~an ~~for~~environmentally ~~lenders~~friendly ~~across~~synthetic ~~the United~~ground ~~States,~~cover ~~the~~manufactured ~~company would expand into additional markets. However, resulting~~ from arecycled 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.materials

1011

~~On January~~Our ~~26,~~goal ~~2010,~~is ~~the~~to ~~Board~~increase ofthe ~~Directors~~value of ~~the~~our ~~Company~~company ~~approved a~~by ~~Stock Purchase~~providing ~~Agreement~~our ~~between~~two ~~the~~current ~~Company~~subsidiaries ~~and~~our ~~all~~business, ~~the shareholders of Atlas Capital Partners~~marketing, ~~LLC.~~financial Asand alegal ~~result~~expertise ofthat ~~the~~they ~~merger~~require ~~Atlas~~to ~~Capital~~grow ~~Partners,~~and ~~Inc.~~execute ~~became~~their ~~the surviving~~business ~~entity~~plans.

AsAtlas ~~the surviving~~is ~~entity,~~looking ~~Atlas~~to ~~Capital~~acquire ~~Partners,~~small ~~Inc’s~~companies ~~new~~that ~~plan~~have ofmoved ~~operation~~beyond ~~expands upon~~ the ~~company’s~~development ~~existing~~stage ~~Business~~and ~~Management~~actually ~~Consulting~~have ~~Services~~a ~~platform. ALCL’s~~product ~~general~~or ~~plan~~a ofservice ~~operation is~~ to provide ~~consulting services~~ to ~~small~~the ~~and medium~~market. ~~sized~~We ~~enterprises~~have ~~who~~identified ~~seek~~several toopportunities ~~overcome their marketing, management and capital impediments~~ to ~~strengthen~~acquire ~~and~~small ~~enhance~~companies ~~company~~that ~~growth.~~produce ~~The~~environmentally ~~company utilizes~~friendly aproducts ~~collaborative~~such ~~network~~as ofcleaning ~~professional~~supplies, ~~business~~outdoor ~~experts~~landscaping ~~to aggressively~~and ~~address~~lawn ~~client~~care ~~company~~and ~~growth~~solar and ~~development~~wind ~~issues.~~energy ~~Additionally, the company will also continue seeking to expand upon its mortgage consulting services~~development.

~~Our~~Results ~~audit reflects the fact that we have a limited current source~~ of ~~income. Further,~~ ~~that~~Operations ~~without realization of additional capital, it would be unlikely~~ for the ~~Company~~Fiscal toYear ~~continue~~Ended asJune a30 ~~going~~2011 ~~concern.~~and 2010

~~Our officer~~For ~~and~~the ~~director~~year ~~Mr.~~ended ~~Davies~~June 30, ~~has~~2011 ~~agreed that he will advance any additional funds which~~ we ~~need~~had ~~for~~a ~~operating~~net ~~capital~~loss ~~and~~of ~~for~~$8342 ~~costs~~as incompared ~~connection with either executing our business plan or searching for or completing an acquisition or merger. Such advances have historically been converted~~ to ~~equity.~~a ~~There~~net isloss ~~no minimum~~of or$6,163 ~~maximum amount the Officer and Director will advance to us. We will not borrow any funds~~ for the ~~purpose~~year ofended ~~repaying~~June ~~advances made by such Officer and Director~~30, ~~and we will not borrow any funds to make any payments to our promoters, management or their affiliates or associates~~2010.

During the year ended June 30, 2011 revenues were generated from minor consulting arrangements that were ongoing and as a result of the predecessor company, Micro Mammoth Solutions, Inc. These revenues were minimal.

For complete financial information, please see the enclosed financial statements and the accompanying notes.

Liquidity and Capital Resources

We have experienced net losses of $ 8,342 and $6,163 for the years ended June 30, 2011 and 2010, respectively. Cash flows from operations are not currently sufficient to fund operations in combination with these corporate expenses. We will need to raise capital in order to execute our business plan.

Since inception, we have financed cash flow requirements through the issuance of common stock, warrants and cash from our officers and directors. As we expand our operational activities, we may continue to experience negative cash flows from operations and we will be required to obtain additional financing to fund operations through equity offerings and borrowings to the extent necessary to provide working capital. Financing may not be available, and, if available, it may not be available on acceptable terms. Should we secure such financing, it could have a negative impact on our financial condition and our shareholders. The sale of debt would, among other things, adversely impact our balance sheet, increase our expenses and increase our cash flow requirements. The sale of equity could, among other things, result in dilution to our shareholders. If our cash flows from operations are significantly less than projected, then we would either need to cut back on our budgeted spending, look to outside sources for additional funding or a combination of the two. If we are unable to access sufficient funds when needed, obtain additional external funding or generate sufficient revenue from the sale of our products, we could be forced to curtail or possibly cease operations.

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.

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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.

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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.

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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.

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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:

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.;

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;

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

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.

1516

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~~ 2011, 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

1617

Aggregated Option/SAR Exercise in Last Fiscal Year and FY-End Option/SAR Values

(a)

(b)

(c)

(d)

(e)

Name

Acquired

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

N/A

Duncan Farmer,

Secretary

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

N/A

Duncan Farmer,

Secretary

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

1718

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 41,~~434~~895,~~000~~883 shares of common stock outstanding as of ~~June~~September 30, ~~2010~~2011.

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~~ 2011 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~~SECURITY ofOWNERSHIP ~~Management~~OF MANAGEMENT

Name of Beneficial Owner (1)	Number Of Shares				Percent Of Ownership
Title of class	(1) Name and address of beneficial owner		(2) Amount and nature of beneficial ownership				(4) Percent of class
Christopher K. Davies, Chairman, CEO & President		10,075,000				58	%
Common	Christopher K. Davies			15,075,000				36	%
Duncan Farmer		600,000				3	%
Common	Duncan Farmer			600,000				1.4	%
Common	Tangiers Investors, LP 402 West Broadway, Suite 400 San Diego, California 92101			2,000,000				4.8	%

~~(1)~~SECURITY AsOWNERSHIP ~~used~~OF inOFFICERS ~~this~~AND ~~table,~~DIRECTORS ~~“beneficial~~AS ~~ownership”~~A 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.GROUP

(2) Figures are rounded to the nearest percent.

Title of Class	Officers and Directors (3)	Amount of Beneficial Ownership		Percent of Class
Common	Christopher Davies		15,075,000		36	%
Common	Duncan Farmer		600,000		1.4	%

18(1) Unless otherwise indicated the address of the Company’s officers and directors is that of the Company.

(2)

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 Atlas.

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~~2011. For the year ended June 30, ~~2009~~2010, 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~~2011. For the year ended June 30, ~~2009~~2010, 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~~ 2011. For the year ended June 30, ~~2009~~2010, 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~~2011. For the year ended June 30, ~~2009~~2010, 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

Certification of Christopher K. Davies pursuant to Section 302 of the Sarbanes-Oxley Act

Certification of Christopher K. Davies pursuant to Section 906 of the Sarbanes-Oxley Act

1920

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 1210, ~~2010~~ 2011.

ATLAS CAPITAL HOLDINGS , INC.
REGISTRANT

By:	/s/Christopher K. Davies
Christopher K. Davies
Chief Executive Officer and
Principal Accounting Officer

2021

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 2011		F-6 to F-17

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~~2011 and ~~2009~~2010 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~~2011 and ~~2009~~2010, 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~~Altamonte Springs, Florida October 12, ~~2010~~2011

F-1

ATLAS CAPITAL HOLDINGS, INC.

(A Development Stage Company)

BALANCE SHEETS

	June 30,			June 30,
	2010			2009
	2011			2010
ASSETS
Current assets:
Cash	$	-250		$	~~485~~-
Total current assets		-			485
Cash - restricted		313,250			-
Total Assets		-			485
Total current assets		313,500			-
Total Assets		313,500			-
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accrued liabilities	$	-		$	4,500
Deferred revenue	$	100,000		$	-
Customer deposits		-			1,000
Loan from shareholder		1,800			800
Loan from shareholder		800			2,314
Total current liabilities		101,800			800
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
Common stock, $.0001 par value, authorized 100,000,000 shares; 21,724,000 and 17,434,000 issued and outstanding as of June 30, 2011 and June 30, 2010, respectively		2,172			1,743
Additional paid-in capital		~~183~~403,~~525~~938			~~176~~183,~~347~~525
Accumulated deficit during development stage		(~~186~~194,~~068~~410	)		(~~184~~186,~~679~~068	)
Total stockholders' equity		~~(800~~211,700	)		(~~7,329~~800	)
Total liabilities and stockholders' equity	$	-313,500		$	~~485~~-

The accompanying notes are an ~~integral~~integal part of ~~the~~these financial statements.

F-2

ATLAS CAPTIAL HOLDINGS, INC.

(A Development Stage Company)

STATEMENTS OF OPERATIONS

							For the Period
	Year Ended						September 13, 2006
	For the Year Ended						September 13, 2006
	June 30,						(Inception) to
	2010			2009			June 30, 2010
	2011			2010			June 30, 2011
Revenue	$	~~4,000~~-		$	124,000		$	36,000
Expenses:
General and administrative		58,~~389~~342			185,~~163~~389			~~222~~230,~~068~~410
Total expenses		5(8,~~389~~342	)		18(1,~~163~~389	)		~~222~~230,~~068~~410
Net income (loss)	$	(18,~~389~~342	)	$	(61,~~163~~389	)	$	(~~186~~194,~~068~~410	)
Weighted average number of common shares outstanding, basic and fully diluted		1320,~~176~~301,~~466~~901			1013,~~034~~176,~~000~~466
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~~ STATEMENTS OF ~~CHANGES~~CASH ~~IN STOCKHOLDERS' EQUITY~~FLOWS

										Accumulated
							For the Period
							Additional			Deficit During			Total
							September 30, 2006
	Common Stock						Paid-in			Developmental			Stockholders'
	Year Ended						(Inception) to
	Shares			Amount			Capital			Stage			Equity
	June 30,						June 30,
Balance, June 30, 2008		10,034,000		$	1,003		$	176,347		$	(178,516	)	$	(1,166	)
	2011			2010			2011
Net loss for year ended June 30, 2009		-			-			-			(6,163	)	$	(6,163	)
Cash flows from operating activities:
Balance, June 30, 2009		10,034,000			1,003			176,347			(184,679	)		(7,329	)
Net loss	$	(8,342	)	$	(1,389	)	$	(194,410	)
Shareholder contribution								5,604						5,604
Adjustments to reconcile net loss to net cash: used for operating activities:
Shareholder loan converted to paid-in capital								2,314						2,314
Stock based compensation		-			-			170,650
Shares issued in connection with merger with Atlas Capital Partners, LLC		7,400,000			740			(740	)					-
Increase (decrease) in customer deposits		-			(1,000	)		-
Net loss for the year ended June 30, 2010		-			-			-			(1,389	)		(1,389	)
Increase(decrease) in accrued liabilities		1,000			(4,500	)		1,000
Balance, June 30, 2010		17,434,000		$	1,743		$	183,525		$	(186,068	)	$	(800	)
Increase (decrease) in deferred revenue		100,000			-			100,000
								-
Net cash used in operating activities		92,658			(6,889	)		77,240
Cash flows from investing activities:
(Increase) decrease in restricted cash		(313,250	)		-			(313,250	)
Net cash used in investing activities		(313,250	)		-			(313,250	)
Cash flows from financing activities:
Issuance of common stock		214,500			-			221,200
Proceeds from shareholder loan		-			800			800
Contribution to paid in capital		6,342			5,604			14,260
Net cash provided by financing activities		220,842			6,404			236,260
Net increase (decrease) in cash		250			(485	)		250
Cash, beginning of period		-			485			-
Cash, end of period	$	250		$	-		$	250
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-4

ATLAS CAPITAL HOLDINGS, INC.

(A Development Stage Company)

~~STATEMENTS~~ STATEMENT OF ~~CASH~~CHANGES ~~FLOWS~~IN STOCKHOLDERS' EQUITY

							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

(Unaudited)

								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	)

Shares sold for cash		4,290,000		429		214,071						214,500

Shareholder contribution						6,342						6,342

Net loss for the year ended June 30, 2011									(8,342	)		(8,342	)

Balance, June 30, 2011		21,724,000	$	2,172	$	403,938		$	(194,410	)	$	211,700

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.

On March 1, 2011 the Company entered into a Joint Venture Agreement (“JVA”) with Clean Energy Pathways, Inc. (“CEP”). Under the JVA, the Company agreed to become the marketing and financing operation for CEP and CEP agreed to pay $100,000 to the Company as an engagement fee under the JVA. On May 10, 2011, the Company entered into an Agreement and Plan of Merger (“Merger Agreement”) with CEP. The Company terminated the Merger Agreement with CEP on July 15, 2011 and the JVA on October 7, 2011.

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~~December 3031, 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~~ April 2010, the FASB issued ~~the~~ASU ~~FASB~~No. ~~Accounting~~2010-13, ~~Standards~~“Compensation ~~Codification~~- Stock Compensation (~~the “Codification”~~Topic 718) ~~and~~ : Effect of Denominating the Exercise Price of a ~~new~~Share-Based ~~Hierarchy~~Payment Award in the Currency of ~~Generally~~the ~~Accepted~~Market ~~Accounting~~in ~~Principles~~Which the Underlying Equity Security Trades ,” which ~~establishes only~~addresses ~~two~~the ~~levels~~classification of ~~GAAP:~~a ~~authoritative~~share-based ~~and~~payment ~~nonauthoritative~~award with an exercise price denominated in the currency of a market in which the underlying equity security trades. ~~The~~Topic ~~Codification~~718 is ~~now~~ amended to clarify that a share-based payment award with an exercise price denominated in the ~~source~~currency of ~~authoritative~~a ~~U.S.~~market ~~GAAP~~in ~~recognized~~which bya substantial portion of the ~~FASB~~entity’s equity securities trades shall not be considered to contain a market, performance, or service condition. Therefore, such an award is not to be classified as a liability if it otherwise qualifies as equity classification. The amendments in this update should be applied by ~~nongovernmental~~recording ~~entities~~a incumulative-effect adjustment to the ~~preparation~~opening balance of ~~financial~~retained ~~statements~~earnings. ~~in conformity~~The ~~with~~cumulative-effect ~~GAAP,~~adjustment ~~except~~should be calculated for ~~rules~~all ~~and~~awards ~~interpretive~~outstanding ~~releases~~as of the ~~SEC, which~~beginning ~~are~~of ~~additional~~the ~~sources~~fiscal ofyear ~~authoritative~~in ~~GAAP~~which ~~for~~the ~~SEC~~amendments ~~registrants.~~are ~~All other~~initially ~~nongrandfathered~~applied, ~~non-SEC~~as ~~accounting~~if ~~literature~~the ~~not~~amendments ~~included~~had inbeen applied consistently since the ~~Codification~~ ~~will~~inception ~~become~~of ~~nonauthoritative~~the award. ~~The~~ASU ~~Codification~~No. 2010-13 is effective for ~~financial~~ ~~statements for~~ interim orand annual ~~reporting~~ periods ~~ending~~beginning on or after ~~September~~ December 15, ~~2009~~2010 and is not expected to have a material impact on the Company’s consolidated financial position or results of operations. The Company adopted the pronouncement on January 1, 2011 resulting in no impact to the Company’s consolidated financial statements.

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~~In ~~adopted~~December 2010, FASB issued ASC ASU 2010-28, “When to Perform Step 2 of the ~~new~~Goodwill ~~guidelines~~Impairment Test for Reporting Units with Zero or Negative Carrying Amounts (Topic 350) — Intangibles — Goodwill and ~~numbering~~Other.” ~~system~~ASU ~~prescribed~~2010-28 byamends the ~~Codification~~ ~~when~~criteria ~~referring~~for toperforming ~~GAAP~~Step on2 ~~October~~of 1the goodwill impairment test for reporting units with zero or negative carrying amounts and requires performing Step 2, ~~2009~~if qualitative factors indicate that it is more likely than not that goodwill impairment exists. The ~~application~~amendments ofto ~~the Codification~~this ~~did~~update ~~not~~are ~~have~~effective anfor ~~impact~~us onin the ~~Company’s~~first ~~financial~~quarter ~~statements; however,~~of ~~all~~2011. ~~references~~Any impairment to ~~authoritative~~be ~~accounting~~recorded ~~literature~~upon adoption will ~~now~~ be ~~references~~ recognized as an adjustment to our beginning retained earnings. The Company adopted the pronouncement on January 1, 2011 resulting in ~~accordance~~no ~~with~~impact to the ~~Codification~~Company’s consolidated financial statements.

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~~ December 2009, the FASB issued ~~authoritative~~Accounting ~~guidance~~Standards ~~for~~Update ~~subsequent~~(ASU) ~~events~~2009-17, ~~now~~“Consolidations ~~codified as~~ (FASB ASC Topic ~~855,~~810) ~~“Subsequent~~- ~~Events~~Improvements to Financial Reporting by Enterprises Involved with Variable Interest Entities,” which ~~establishes~~codifies ~~general~~FASB ~~standards~~ 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 ~~accounting~~Variable ~~for~~Interest Entities,” and ~~disclosures~~changes ofhow ~~events~~a ~~that~~reporting ~~occur~~entity ~~after~~determines ~~the~~when ~~balance~~an ~~sheet date~~entity ~~but~~that ~~before~~is ~~the~~insufficiently ~~financial~~capitalized ~~statements~~or ~~are~~is ~~issued~~not controlled through voting (or ~~are~~similar ~~available~~rights) toshould be ~~issued~~ consolidated. The ~~guidance~~determination ~~sets~~of ~~forth~~whether ~~the~~a ~~circumstances~~reporting ~~under~~entity ~~which~~is anrequired to consolidate another entity ~~should~~ ~~recognize~~is ~~events~~based oron, ~~transactions~~among ~~occurring~~other ~~after~~things, the ~~balance~~other ~~sheet~~entity’s ~~date in~~purpose ~~its~~and ~~financial~~design ~~statements. The~~and ~~guidance~~the ~~also~~reporting ~~requires~~entity’s ability to direct the ~~disclosure~~activities of the ~~date~~other ~~through~~entity ~~which~~that an most significantly impact the other entity’s ~~has~~economic ~~evaluated~~performance. ~~subsequent~~ASU ~~events~~2009-17 ~~and~~also ~~whether~~requires ~~this~~a ~~date~~reporting ~~represents~~entity ~~the~~to ~~date the~~provide ~~financial~~additional ~~statements~~disclosures ~~were~~about ~~issued~~its orinvolvement ~~were~~with ~~available~~variable interest entities and any significant changes in risk exposure due to that involvement. A reporting entity will be ~~issued~~required to disclose how its involvement with a variable interest entity affects the reporting entity’s financial statements. ~~The Company~~ ~~adopted~~ASU ~~this~~2009-17 ~~guidance~~is effective ~~July~~at 1the start of a reporting entity’s first fiscal year beginning after November 15, 2009, ~~with~~or nothe ~~significant~~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 ~~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~~194,~~068~~410 from September 13, 2006 (inception) through the period ended June 30, ~~2010~~2011.

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~~2011, the Company had approximately $~~186~~194,000 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
	2011
Deferred tax asset:
Net operating loss carryforwards	$	7173,000
Deferred tax asset		7173,000
Less: Valuation allowance		(7173,000	)
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-1513

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	)
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~~194,000 at ~~March~~June 3130, ~~2010~~2011, 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~~001 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~~001 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~~001 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-1614

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~~001 par value common stock in connection the merger.

On March 2011, an investor group purchased an aggregate of 4,290,000 shares of common stock of the company as an investment for a total aggregate price of $214,500. There were no underwriters involved in the sale, and no underwriting discounts or commissions were paid. 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."

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.

During the three month period ended December 31, 2010, the Company’s current chief executive office and principal shareholder advanced the Company $1,000 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-1715

ATLAS CAPITAL HOLDINGS, INC.

(A DEVELOPMENTAL STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

Note 8 – Subsequent Events

On September 14, 2011, the Company formed AlgaeTek Systems, Inc. The entity was incorporated in the State of Florida and is a wholly-owned subsidiary of Atlas Capital Holdings, Inc. AlgaeTek Systems, Inc. was formed for the purpose of producing and selling algae and algae by-products.

On September 15, 2011 our wholly-owned subsidiary, AlgaeTek Systems, Inc. signed a License and Commercialization agreement with Algae Farm, Inc. The agreement gives AlgaeTek Systems the right to use Algae Farm's intellectual property surrounding algae production for the entire life of its patents and trademarks. In addition, AlgaeTek will have the exclusive use of the intellectual property in six states including Florida, Alabama, Mississippi, South Carolina, North Carolina and Georgia. Algae Farm will also assist with the development of the production facility and with the commercialization of the algae produced.

On October 6, 2011, Atlas acquired Textraw, Inc., a Georgia corporation that engineers and distributes an environmentally friendly synthetic ground cover manufactured from recycled materials. Atlas acquired Textraw in exchange for $2,000,000 in warrants that have an exercise price of $0.25. Upon exercise the warrants may be converted into restricted common stock of Atlas Capital Holdings, Inc. Textraw became Atlas’ second wholly-owned subsidiary.

Management has evaluated subsequent events through October 12, 2011, the date of which the financial statements were available to be issued.

F-16

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

Equity compensation plans not approved by security holders