UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                      Washington, DC 20549

                          FORM 10-QSB/A

(Mark one)
          QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    X     SECURITIES EXCHANGE ACT OF 1934

          For the quarterly period ended September 30, 2003
                                         ------------------

          TRANSITION REPORT PURSUANT TO 13 OR 15(d) OF THE SECURITIES
          EXCHANGE ACT OF 1934
          For the transition period from _________ to ___________


             AMERICAN SPORTS DEVELOPMENT GROUP, INC.
-----------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)


                Commission File Number 0 - 26943


          Delaware                                   95-4847818
----------------------------                     -------------------
(State or other jurisdiction                       (IRS Employer
     of incorporation)                           Identification No.)

155 Verdin Road, Greenville, SC                        29607
----------------------------------------         -------------------
(Address of principal executive offices)             (Zip Code)

Registrant's telephone number, including area code:   864-672-2734
                                                   -----------------

 --------------------------------------------------------------
 (Former Name and Former Address, if Changed Since Last Report)

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

              APPLICABLE ONLY TO CORPORATE ISSUERS

As of September 30, 2003 there were 65,100,098 shares of the
Registrant's common stock, $.001 par value per share, issued and
outstanding.

<PAGE>


This Amendment to the Company's Form 10QSB for the period ended
September 30, 2003 filed with the U.S. Securities & Exchange
Commission on November 14, 2003 is filed for the purpose of
inserting the Company's Consolidated Statements of Operations
for the Nine Months Ended September 30, 2003 and 2002, which
financial statement was inadvertently omitted at the time of
submission.


<PAGE>

             AMERICAN SPORTS DEVELOPMENT GROUP, INC.

                              INDEX


PART  I.  FINANCIAL INFORMATION

     Item 1.  Financial Statements:

          Consolidated Balance Sheet at September 30, 2003 and
          December 31, 2002

          Consolidated Statements of Operations for the Nine
          Months Ended September 30, 2003 and 2002

          Consolidated Statements of Operations for the Three
          Months Ended September 30, 2003 and 2002

          Consolidated Statement of Cash Flows for the Nine
          Months Ended September 30, 2003 and 2002

          Consolidated Statement of Stockholders' Equity at
          September 30, 2003

          Notes to Consolidated Financial Statements

     Item 2.   Management's Discussion and Analysis of Financial
               Condition and Results of Operations

     Item 3.   Controls and Procedures


PART II.  OTHER INFORMATION

     Item 1.  Legal Proceedings


<PAGE>


      AMERICAN SPORTS DEVELOPMENT GROUP INC. AND SUBSIDIARIES

                     CONSOLIDATED BALANCE SHEETS


<TABLE>
<CAPTION>

                                           September 30,     December 31,
                                               2003              2002
                                           -------------     ------------
                                           (unaudited)
<S>                                        <C>               <C>
          ASSETS (all collateralized)

Current Assets:
Cash and cash equivalents                  $      60,559     $    332,101
Accounts receivable                              935,747        1,561,741
Other receivables- employees                      24,326           35,501
Recoverable income taxes                            -               8,131
Prepaid and other current assets                   2,254           51,829
Inventory                                      1,211,163        1,929,317
                                           ------------------------------
     Total Current Assets                      2,234,049        3,918,620

Property and Equipment-net of
  accumulated depreciation and
  amoritzation of $955,575 and
  $793,100, respectively                         346,232          469,994
Goodwill, net of accumulated
  amortization of $69,952 at
  September 30, 2003 and
  December 31, 2002                            1,637,580        1,637,580
Other intangibles,net of
  accumulated amortization of
  $157,788 and $92,763, respectively             385,612          450,637
Other assets                                      54,063           56,852
                                           ------------------------------
     TOTAL ASSETS                          $   4,657,536    $   6,533,683
                                           ==============================


  LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY

Current Liabilities:
Bank Promissory Note                       $   1,232,814    $   1,430,940
Accounts payable and accrued expenses          3,550,675        3,603,540
Due to affiliate                                 129,179          177,442
Notes payable-current portion                    162,999          150,452
                                           ------------------------------
     Total Current Liabilities                 5,075,667        5,362,374

Notes payable,less current portion                 7,926           18,151
                                           ------------------------------
     TOTAL LIABILITIES                         5,083,593        5,380,525

Commitments and Contingencies

STOCKHOLDERS' (DEFICIT) EQUITY

Preferred stock-$.0 par value,
   authorized 20,000,000 shares,                    -                -
Common Stock - $.001 par value,
  authorized 100,000,000 shares,
  64,100.098 shares issued and
  outstanding at September 30, 2003
  and December 31, 2002                           65,100           64,100
Additional Paid-In Capital                     2,642,221        2,603,221
Note receivable - common stock
  subscription                                  (149,999)        (149,999)
Retained Deficit                              (2,983,379)      (1,364,164)
                                           ------------------------------
     Total Stockholders'
      (Deficit) Equity                          (426,057)       1,153,158
                                           ------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS'
(DEFICIT) EQUITY                           $   4,657,536    $   6,533,683
                                           ==============================
</TABLE>


See accompanying notes to consolidated financial statements.


<PAGE>


        AMERICAN SPORTS DEVELOPMENT GROUP, INC. AND SUBSIDIARIES

                  CONSOLIDATED STATEMENTS OF OPERATIONS

                  FOR THE NINE MONTHS ENDED SEPTEMBER 30,

<TABLE>
<CAPTION>
                                               2003              2002
                                           ------------      ------------
                                                    (unaudited)
                                                    -----------
<S>                                        <C>               <C>
Net sales                                  $  5,118,229      $ 15,626,199
Cost of sales                                 3,799,693        12,306,181
                                           ------------      ------------
Gross profit                                  1,318,536         3,320,018

Selling, general and
  administrative expenses                     2,865,848         3,900,975
                                           ------------      ------------
Loss from operations                         (1,547,312)         (580,957)

Other income (expense):
Interest expense, net                           (71,903)          (65,082)
Other income, net                                  -               15,103
                                           ------------      ------------
                                                (71,903)          (49,979)

Loss before income taxes                     (1,619,215)         (630,936)

Income tax expense                                 -             (173,452)
                                           ------------      ------------
Net loss                                   $ (1,619,215)     $   (457,484)
                                           ============      ============


Net loss per common share
Basic and diluted                          $      (0.03)     $      (0.01)
                                           ============      ============

Weighted average shares outstanding          64,382,149        33,783,278
                                           ============      ============
</TABLE>




See accompanying notes to consolidated financial statements.




<PAGE>

          AMERICAN SPORTS DEVELOPMENT GROUP INC., AND SUBSIDIARIES

                   CONSOLIDATED STATEMENT OF OPERATIONS

                 FOR THE THREE MONTHS ENDED SEPTEMBER 30,

<TABLE>
<CAPTION>
                                               2003              2002
                                           ------------      ------------
                                                    (unaudited)
                                                    -----------
<S>                                        <C>               <C>
Net sales                                  $    745,461      $  4,086,252
Cost of sales                                   549,498         3,102,012
                                           ------------      ------------
Gross profit                                    195,963           984,240

Selling, general and administrative
  expenses                                      732,868         1,465,253
                                           ------------      ------------
Loss from operations                           (536,905)         (481,013)

Other income (expense):
  Interest expense, net                         (29,681)          (21,395)
  Other income, net                                -               (4,105)
                                           ------------      ------------
                                                (29,681)          (25,500)

Loss before income taxes                       (566,586)         (506,513)

Income tax expense                                 -             (147,402)
                                           ------------      ------------
Net loss                                   $   (566,586)     $   (359,111)
                                           ============      ============

Net loss per common share
Basic and diluted                          $      (0.01)     $      (0.01)
                                           ============      ============

Weighted average shares outstanding          64,937,055        61,830,875
                                           ============      ============
</TABLE>



See accompanying notes to consolidated financial statements.


<PAGE>

       AMERICAN SPORTS DEVELOPMENT GROUP INC., AND SUBSIDIARIES

                  CONSOLIDATED STATEMENT OF CASH FLOWS

            FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003


<TABLE>
<CAPTION>
                                               2003              2002
                                           ------------      ------------
                                                    (unaudited)
                                                    -----------
<S>                                        <C>               <C>
Cash flows from operating activities:
Net loss                                   $ (1,619,215)     $   (457,484)
Adjustments to reconcile Net loss to
    net cash provided by (used for)
    operating activities:
  Depreciation and amortization                 227,500           200,638
  Impairment charge for investment in
    American Inflatables, Inc.
  Bad debt expense                               97,507            44,216
  Decrease in accounts receivable               528,487           869,710
  Decrease (Increase) in other receivables       11,175           (12,754)
  (Increase) decrease in recoverable
    income taxes
  (Increase) decrease in inventory              718,154          (124,422)
  Decrease in prepaid expenses                   49,575           173,132
  Decrease in due from affiliates                  -               95,554
  Decrease in accounts payable and
    accrued expenses                            (52,866)         (679,341)
  Increase (decrease) in due to
    affiliate                                   (48,263)            5,261
  (Decrease) Increase in recoverable
    income taxes                                  8,131          (173,549)
  Decrease (increase) in other assets             2,789           (15,341)
  Operating expense paid in common
    stock - non-cash                             40,000              -
                                           ------------      ------------
Total cash (used for) provided by
operating activities                            (37,026)          (74,380)

Cash flows from investing activities:
  Purchase of property and equipment            (38,712)          (20,361)
  Acquisition of domain name                       -              (24,500)
  Decrease in notes receivable                     -              130,000
                                           ------------      ------------
Total cash provided bv (used for) by
investing activities                            (38,712)           85,139

Cash flows from financing activities:
  Additons (payments) under bank
    line of credit                             (198,126)          294,835
  Sale of common stock                             -              170,000
  Additions to notes payable                     97,000              -
  Repayment of notes payable                    (94,678)         (331,548)
                                           ------------      ------------
Total cash provided by
financing activities                           (195,804)          133,287

Net (decrease) increase in cash
  and cash equivalents                         (271,542)          144,046
Cash and cash equivalents
  - beginning of period                         332,101           304,239
                                           ------------      ------------
Cash and cash equivalents
  - end of period                          $     60,559      $    448,285
                                           ============      ============

Supplemental disclosure of cash
flow information:
  Cash paid during period for:
  Interest                                 $     55,272      $     65,588
  Income taxes                             $       -         $       -

</TABLE>

See accompanying notes to consolidated financial statements.


<PAGE>


                 AMERICAN SPORTS DEVELOPMENT GROUP, INC.

        CONSOLIDATED STATEMENT OF STOCKHOLDERS' (DEFICIT) EQUITY

                FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003

<TABLE>
<CAPTION>
                                                    (unaudited)
                                                    -----------
                                                          Additional                                     Total
                                   Common Stock           Paid - In        Note        Retained       Stockholders'
                                 Shares        Amount       Capital     Receivable     Deficit      (Deficit) Equity
                               ----------    ---------    -----------   ----------   ------------   ----------------
<S>                            <C>           <C>          <C>           <C>          <C>            <C>

Balance at December 31, 2002   64,100,098    $  64,100    $ 2,603,221   $ (149,999)  $ (1,364,164)    $  1,153,158

Net loss for the nine months
  ended September 30, 2003                                                             (1,619,215)      (1,619,215)

Issuance of common stock for
  professional services         1,000,000        1,000         39,000                                       40,000
                               ----------    ---------    -----------   ----------   ------------     ------------
Balance at September 30, 2003  65,100,098    $  65,100    $ 2,642,221   $ (149,999)  $ (2,983,379)    $   (426,057)
                               ==========    =========    ===========   ==========   ============     ============
</TABLE>




See accompanying notes to consolidated financial statements.








<PAGE>


             AMERICAN SPORTS DEVELOPMENT GROUP, INC.
 NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS (UNAUDITED)
                       SEPTEMBER 30, 2003



Note 1.  Filing of Bankruptcy

On July 16, 2003, Paintball Inc., a wholly owned subsidiary of
the Company, filed for reorganization under Chapter 11 of the
Federal Bankruptcy Act, in the United States Bankruptcy Court,
District of South Carolina.  Paintball was not able to secure a
further extension from SouthTrust Bank on its line of credit or
able to renegotiate its terms.

In September 2003, Paintball Inc., a wholly-owned subsidiary of
the Company, entered into a Letter of Intent with Accucaps
Industries Limited ("Accucaps").  Accucaps submitted an offer to
Paintball Inc. proposing to purchase assets, inventory and
intellectual properties of Paintball Inc., and to provide interim
financing pending such sale.  Because the Bankruptcy Court for
the District of South Carolina would not approve a certain
proposed term of the sale, Accucaps rescinded its offer.
l
The Company continued to seek suitable merger or acquisition
partners during this process, but was not successful.  As a
result, and due to Paintball's continuing incurrence of losses,
on October 31, 2003, Paintball Inc. effectively ceased operations
and its employees were terminated.

On November 6, 2003, Paintball Inc.'s bankruptcy status was
converted from Chapter 11 of the Bankruptcy Act to Chapter 7.
Chapter 11 of the Bankruptcy Act pertains to reorganizations,
whereas Chapter 7 relates to liquidation.  As of November 11,
2003, a Trustee had not yet been appointed.

The Company continues to seek suitable merger or acquisition
partners but there can be no assurance that such efforts will be
successful.

Note 2.  Summary of Significant Accounting Policies

Basis of Presentation
---------------------
The  accompanying financial statements include  the  accounts  of
American  Sports Development Group, Inc., a Delaware  corporation
(the   "Company")   and  its  wholly  owned  subsidiaries.    For
accounting  purposes, the Company is the successor  to  Paintball
Incorporated,  a  South Carolina corporation  formerly  known  as
"American Sports Development Group, Inc." and "National Paintball
Supply  Company,  Inc."   On May 17, 2002, American  Inflatables,
Inc.,  a  Delaware  corporation,  issued  stock  constituting   a
majority of its post-issuance shares outstanding in exchange  for
all  of the outstanding shares of Paintball Incorporated, and the
former   shareholders  of  Paintball  Incorporated   became   the
controlling  shareholders  of  American  Inflatables,  Inc.   For
periods  and  dates  prior  to  May 17,  2002,  the  accompanying
financial  statements  reflect  the  results  of  operations  and
financial condition only of Paintball Incorporated and its wholly


<PAGE>


owned  subsidiaries.  For periods and dates on and after May  17,
2002,  the accompanying financial statements reflect the combined
results  of  operations and the financial condition of  Paintball
Incorporated,   its  wholly  owned  subsidiaries   and   American
Inflatables, Inc.  As a matter of corporate law, the  Company  is
the  same  entity  as  American Inflatables, Inc.,  which  merely
changed its name to "American Sports Development Group, Inc."  on
or   about  June  18,  2002.   .   The  Company's  wholly   owned
subsidiaries  included in the accompanying  financial  statements
are:

   a)   Paintball Incorporated ("Paintball") incorporated under the
        laws of the State of South Carolina;

   b)   ILM, Inc. ("ILM"), incorporated under the laws of the State
        of South Carolina;

   c)   American Inflatables, Inc. ("Inflatables") incorporated
        under the laws of the State of Delaware;

   d)   PaintballGames.com ("PbGames"), incorporated under the laws
        of the State of South Carolina.

  All  significant  intercompany accounts and  transactions  have
been eliminated in consolidation.

Line of Business
----------------

The Company is primarily a wholesaler of equipment and supplies
used in the paintball game industry.  Sales are made to retailers
throughout the United States, as well as Europe.  The company
owns and operates retail stores in Greenville, SC, Paramount, CA
and, until March 2003, in Irving, TX.  ILM is an independent
insurance agent representing several insurance companies/brokers
who insure mostly paintball fields, stores, distributors and
manufacturers.  ILM is also a wholesaler of paintball related
soft goods products. Inflatables manufactures and markets
inflatable products used for advertising purposes by a wide array
of retail and industrial customers.  PbGames operated a web site
designed to promote the Company's paintball products, but is
currently inactive.

Interim Financial Information
-----------------------------

The accompanying unaudited interim financial statements have been
prepared by the Company in accordance with generally accepted
accounting principles pursuant to Regulation S-K of the
Securities and Exchange Commission.  Certain information and
footnote disclosures normally included in audited financial
statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted.
Accordingly, these interim financial statements should be read in
conjunction with the Company's audited financial statements and
related notes for the year ended December 31, 2002, as contained
in the Company's reports on Form 10-KSB filed with the Securities
and Exchange Commission on April 15, 2003.   In the opinion of
the management of the Company, the interim unaudited financial
statements reflect all adjustments, including normal recurring
adjustments, necessary for a fair presentation of the interim
periods presented.  The results of operations for the three and
nine month periods ended September 30, 2003 are not necessarily
indicative of results of operations to be expected for the full
year.


<PAGE>


Revenue Recognition
-------------------

The Company recognizes revenue upon shipment of its products.
Revenue includes shipping and handling charges to customers.
Revenues from broker commission and association dues are
recognized when premiums are billed to clients.


Note 3.  Acquisition

On May 17, 2002, American Inflatables, Inc. ("Inflatables")
acquired Paintball Incorporated, a South Carolina corporation
then known as American Sports Development Group, Inc., and
formerly known as National Paintball Supply Company, Inc.
("Paintball").  For accounting purposes, the transaction was
treated as the acquisition of Inflatables by Paintball in a
reverse acquisition.  Inflatables issued 50,612,159 shares of its
common stock, or 83% of the total outstanding shares on a fully
diluted basis after the issuance, to the three shareholders of
Paintball for all the issued and outstanding shares of Paintball
making Paintball a wholly owned subsidiary of Inflatables.

In June 2002, after the reverse acquisition, the combined
companies, which constitute the Company, were restructured as
follows:

  (1)  Paintball's wholly-owned subsidiary Paintball
       Incorporated was merged into Paintball with Paintball
       as the surviving company but with its name changed
       from "American Sports Development Group, Inc." to
       "Paintball Incorporated";

  (2)  Inflatables changed its name from "American
       Inflatables, Inc." to "American Sports Development
       Group, Inc." by means of a merger with a wholly owned
       shell subsidiary formed for the purpose of effecting
       the name change; and

  (3)  The Company formed a new Delaware subsidiary named
       "American Inflatables, Inc." and transferred the
       assets and liabilities of its pre-acquisition
       inflatable advertising business down to the new
       subsidiary.

The result was that the Company survived as the parent company
with the name "American Sports Development Group, Inc." and with
four wholly owned operating subsidiaries:  (1) Paintball, a South
Carolina corporation named "Paintball Incorporated," conducting
the paintball gaming business, (2) the new American Inflatables,
Inc., a Delaware corporation, conducting the inflatable
advertising business, (3) ILM, Inc., a South Carolina corporation
conducting the Company's insurance agency business and (4)
PaintballGames.com, Inc., a South Carolina corporation conducting
the Company's websites, which is currently inactive. The
Company's stock symbol was also changed from "BLMP" to "ASDP"
(sic).

The Company has assigned a value of $1,801,757 to this
acquisition, based on the publicly quoted fair value of its
common stock. In accordance with Financial Accounting Standards


<PAGE>


Board's Emerging Issues Task Force (EITF) EITF 99-12, this value
was calculated using the average closing stock price of the
Company's common stock for the five day period beginning two days
before and ending two days after the arrangement date of April
11, 2002, when all material aspects of the transaction were
agreed to by all parties.


Note 4.  Write off of Goodwill related to Inflatables

For accounting purposes, Inflatables' business combination with
Paintball is treated as the acquisition of Inflatables by
Paintball.  In accordance with EITF 99-12, the Company assigned a
value of approximately $1.8 million to the acquisition, of which
approximately $1,560,000 was classified as goodwill and
approximately $250,000 represented the fair value of custom
design patterns and customer lists.

Since the date of acquisition, May 17, 2002, through December 31,
2002, Inflatables' sales, gross profit and net loss recognized by
the Company have totaled $542,480, $279,810 and $313,327,
respectively.  During the first six months of 2003, Inflatables'
sales and gross profit  declined further due to cutbacks in
marketing expenditures.  As a result of continued losses since
acquisition, the Company believes its investment in Inflatables
has suffered impairment in value of $500,000.  Accordingly, a non-
cash charge for impairment of goodwill in this amount was
recorded at December 31, 2002.  The remaining value of the
Company's investment in Inflatables (approximately $1.3 million)
represents the Company's estimate of its fair market value based
on tests involving both multiples of potential annual sales and
earnings before interest, taxes, depreciation and amortization.
The estimate of Inflatables' fair market value also includes
$300,000 as the estimate of Inflatables' position as a publicly
traded entity.

The Company believes there exists a risk it may incur certain
liabilities related to actions taken by Inflatables' former
management in periods prior to its reverse acquisition by the
Company.  Among these risks are potential liabilities for sales
taxes, fines for non-compliance with certain governmental
regulatory authorities and fines for workers' compensation
claims.  The Company has no direct knowledge of any existing
liability related to the above factors and therefore has not made
any provision for such in the accompanying financial statements

This acquisition has been accounted for as purchase.


Note 5.  Pro Forma Financial Information

The following summarized unaudited pro forma financial
information assumes the acquisition described in Note 2 above had
occurred on January 1, 2002.  The summarized unaudited pro forma
financial information is provided for informational purposes only
and is not necessarily indicative of actual results that would
have been realized had the acquisition occurred at the assumed
date and is not necessarily indicative of future results.  The
following summarized unaudited pro forma financial information
does not reflect any potential benefits from cost savings or
synergies expected to be realized following the acquisition.


<PAGE>

                                        Nine Months Ended
                                       September 30, 2002
                                       ------------------
Sales                                     $ 16,096,901
Loss from continuing operations               (912,877)
Net loss                                      (795,087)
Net loss per share:
  Basic and diluted                       $       (0.1)


Note 6.  Recent Accounting Pronouncements

In  April  2002,  FASB issued SFAS No. 145, "Rescission  of  FASB
Statements No. 4, 44, and 64, amendment of FASB Statement No. 13,
and  Technical Corrections".  SFAS No. 145 rescinds Statement No.
4,  which required gains and losses from extinguishments of  debt
to  be classified as an extraordinary item, net of tax.  SFAS 145
requires  applying  the criteria of Accounting  Principles  Board
Opinion  No. 30, "Reporting the Results of Operations - Reporting
the   Effects  of  Disposal  of  a  Segment  of  a  Business  and
Extraordinary,  Unusual  and Infrequently  Occurring  Events  and
Transactions" in determining how to classify gains and/or  losses
resulting  from  extinguishment of debt.  The effective  date  of
adoption of SFAS No. 145 is for fiscal years beginning after  May
15,  2002.  The Company does not expect the adoption of SFAS  No.
145  to  have  a  material effect on its  financial  position  or
results of operations.

In  July  2002, FASB issued SFAS No. 146, "Accounting  for  Costs
Associated  With  Exit or Disposal Activities".   This  Statement
requires  the  recognition of costs related to exit  or  disposal
activities  at  the  time  they are  incurred,  rather  than  the
previously  accepted  method of recognizing  such  costs  at  the
commitment  date of such activities.  SFAS 146 is  effective  for
such activities entered into or modified after December 31, 2002.
The  provisions  of this statement for assets held  for  sale  or
other disposal generally are required to be applied prospectively
after  the  adoption date to newly initiated disposal  activities
and  therefore,  will  depend  on  future  actions  initiated  by
management.   As  a  result,  the Company  cannot  determine  the
potential  effects that adoption of SFAS 146  will  have  on  the
financial  statements with respect to future disposal  decisions,
if any.

In December 2002, FASB issued SFAS No. 148, "Accounting for Stock
Based  Compensation - Transition and Disclosure",  which  amended
Statement  No.  123.  "Accounting for Stock Based  Compensation".
SFAS  No.  148  provides  for the use of alternative  methods  of
transition for a voluntary change to the fair value based  method
of  accounting for stock based compensation.  It also amends  the
disclosure requirements of Statement No. 123 to require prominent
disclosure  of  the  Company's  method  of  accounting  for  such
compensation  and  the  effect of the  method  used  on  reported
results in annual and interim financial statements.  SFAS No. 148
is  effective for annual periods ending after December  15,  2002
and  interim  periods  beginning after December  15,  2002.   The
Company  does not expect the adoption of SFAS No. 148 to  have  a
material   effect  on  its  financial  position  or  results   of
operations.



<PAGE>


Note 7.  Closure of Texas facility

In March 2003, the Company decided to close its warehouse
facility in Texas.  The Company believes it will be able to
satisfy wholesale orders previously shipped from Texas through
its remaining warehouses in South Carolina and California.
During the year ended December 31, 2002, total operating expenses
incurred by the Texas facility approximated $285,000, consisting
primarily of salaries, property taxes, rent and utilities.  Over
the course of the next year, the Company believes it will save an
amount approximately equal to the 2002 expenditure


Note 8.  Legal Issues

The Company is currently involved in a number of legal
proceedings.  See "Part II, Item 1, Legal Proceedings" included
herein as part of this quarterly Report on Form 10-QSB for
complete descriptions of current legal issues.



<PAGE>


ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS

Statements in this report that are not reported financial results
or other historical information are "forward-looking statements"
within the meaning of the Private Securities Litigation Act of
1995.  Such statements include, but are not limited to,
statements concerning the Company's future plans and strategies,
prices of the Company's products, levels of demand for such
products, assessments of market conditions and capital spending
plans. The words "estimate", "project", "anticipate", "expect",
"intend", "believe" and similar expressions are intended to
identify forward-looking statements. These forward looking
statements are management's estimates and involve numerous risks
and uncertainties and can cause actual results to differ
materially from those expressed or implied in the forward-looking
statement. The risks and uncertainties relating to the forward-
looking statements in this report include, but are not limited
to, difficulties in assimilating its recent acquisition, the
Company's dependence upon its Chief Executive Officer,
competitive pressures within the industry, concentration of
voting control of the Company's common stock, lack of an
established market for the Company's common stock and the need
for additional capital to be raised to fund ongoing operations
any possible future expansion, and those described under the
caption "Cautionary Statement Regarding Forward-Looking
Information" and "Risk Factors" in the Company's annual report on
Form 10-KSB for the year ended December 31, 2002 and from time to
time, in the Company's other filings with the Securities and
Exchange Commission.  The Company does not undertake publicly to
update or revise the forward-looking statements even if it
becomes clear that any projected results will not be realized.

CRITICAL ACCOUNTING POLICIES

The Management's Discussion and Analysis of Financial Condition
and Results of Operations discusses the Company's consolidated
financial statements, which have been prepared in accordance with
accounting principles generally accepted in the United States of
America.  The preparation of these financial statements requires
management to make estimates and assumptions that affect the
reported amounts of assets and liabilities at the date of the
financial statements and the reported amounts of revenues and
expenses during the reporting period.  On an ongoing basis,
management evaluates its estimates and judgments, including those
related to revenue recognition, accrued expenses, financing
operations and contingencies and litigation.  Management bases
its estimates and judgments on historical experience and on
various other factors that are believed to be reasonable under
the circumstances, the results of which form the basis for making
judgments about the carrying value of assets and liabilities that
are not readily apparent from other sources.  Actual results may
differ from these estimates under different assumptions or
conditions.  There are no significant accounting estimates
inherent in the preparation of our financial statements.



<PAGE>


RESULTS OF OPERATIONS:

"Going Concern" Qualification
-----------------------------

The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern.  The Company
incurred a significant loss of approximately $1.9 million
for the year ended December 31, 2002 and incurred losses for the
two years ended December 31, 2001 and incurred a loss for the
nine months ended September 30, 2003 of $1.6 million.  In
addition, the Company had a deficiency in working capital at
December 31, 2002 of approximately $1.4 million, which has
increased to a working capital deficiency of approximately $2.8
million at September 30, 2003.  Such working capital deficit
includes approximately $322,000 of unpaid payroll taxes,
substantial past due obligations and a bank promissory note,
which matured on April 30, 2003 of approximately $1.4 million.
The bank has informed the Company that the note will not be
renewed. The above conditions raised substantial doubt about the
Company's ability to continue as a going concern.  The financial
statements do not include any adjustments that might result from
the outcome of this uncertainty.

Bankruptcy filing and cessation of Paintball Inc. operations
------------------------------------------------------------

During the 2003 fiscal year, the Company has attempted to
restructure its note with the bank and/or secure suitable
alternative financing.  However, the Company has been
unsuccessful in these efforts.  As a result, on July 16, 2003,
Paintball Inc., a wholly owned subsidiary of the Company, filed
for reorganization under Chapter 11 of the Federal Bankruptcy Act
in the United States Bankruptcy Court, District of South
Carolina.

In September 2003, Paintball Inc., a wholly-owned subsidiary of
the Company, entered into a Letter of Intent with Accucaps
Industries Limited ("Accucaps").  Accucaps submitted an offer to
Paintball Inc. proposing to purchase assets, inventory and
intellectual properties of Paintball Inc., and to provide interim
financing pending such sale.  Because the Bankruptcy Court for
the District of South Carolina would not approve a certain
proposed term of the sale, Accucaps rescinded its offer.

The Company continued to seek suitable merger or acquisition
partners during this process, but was not successful.  As a
result, and due to Paintball's continuing incurrence of losses as
explained below, on October 31, 2003, Paintball Inc. effectively
ceased operations and its employees were terminated.

On November 6, 2003, Paintball Inc.'s bankruptcy status was
converted from Chapter 11 of the Bankruptcy Act to Chapter 7.
Chapter 11 of the Bankruptcy Act pertains to reorganizations,
whereas Chapter 7 relates to liquidation.  As of November 11,
2003, a Trustee had not yet been appointed.

The Company continues to seek suitable merger or acquisition
partners but there can be no assurance that such efforts will be
successful.


<PAGE>



NINE MONTHS ENDED SEPTEMBER 30, 2003 VS. SEPTEMBER 30, 2002

The Company's results of operations for the nine months ended
September 30, 2003 include the results of operations of American
Inflatables, Inc.(Inflatables) which was acquired on May 17,
2002.  Results of operations for the same period of the prior
year include the results of operations of  Inflatables from May
17, 2002 through September 30, 2002.  See "Acquisitions" below
and in the accompanying notes to the consolidated financial
statements.

Results of operations
---------------------

There is an element of seasonality to the Company's paintball
distribution business. Paintball gamers generate significant
amounts of body heat due to intense physical activity and the
wearing of necessary protective clothing during paintball games.
As a result, demand for the company's products has historically
been strongest during the first and fourth quarters of the year.
The fourth quarter is also aided by holiday shopping.  Demand
generally trends downward in the second quarter and is weakest
during the third quarter due mainly to warmer average
temperatures nationwide during the summer months.

In an effort to significantly reduce operating expenses, in March
2003 Paintball Inc. decided to close its warehouse facility in
Texas.  The Company planned to satisfy wholesale orders
previously shipped from Texas through its remaining warehouses in
South Carolina and California.  During the year ended December
31, 2002, total operating expenses incurred by the Texas facility
approximated $285,000, consisting primarily of salaries, property
taxes, rent and utilities..

During the nine months ended September 30, 2003, the Company's
sales declined approximately $10.5 million (or 67.2 percent)
compared to the same period of the prior year.  The primary cause
of this substantial decline stems from the Company's inability to
secure additional working capital financing.  The Company's
customers have expressed strong demand for the Company's
paintball products.  However, without the ability to finance the
purchase of appropriate levels of new inventory to satisfy
customer demand, the Company's sales have dropped precipitously.
This decline is most apparent in sales of paint and certain
styles of name brand markers (paintball guns). Further
aggravating the decline in sales is a trend by major
manufacturers of paintball products to ship directly to larger
customers.  To a much lesser extent, a portion of the decrease is
attributable to the Company's decision in 2002 to not ship
paintball products to The Sports Authority, Inc. due to
disagreements in payment policies.  During 2002, the Company
shipped approximately $105,000 of paintball products to The
Sports Authority, Inc, but shipped no product to this customer in
2003.

Partly offsetting the overall drop in sales was an increase in
gross margin to 25.8 percent during the first nine months of 2003
compared to 21.2 percent during the same period in 2002.  The
higher gross margin percentage in 2003 occurred as the Company
realized a larger proportion of higher margin sales of its own
proprietary products compared to last year. This is a result of


<PAGE>


the above-mentioned difficulties in securing financing for
purchases of national brand name inventory.    Also, as noted
above, the Company's results for 2003 included higher gross
margin sales related to Inflatables for the full nine-month
period, while 2002 results included Inflatables only from May 17
through September 30.

Selling, general and administrative costs decreased by
approximately $1.0 million (or 26.5 percent) during the first
nine months of 2003 compared to the first nine months of 2002.
This decrease is attributable primarily to lower expenses
incurred in 2003 related to employee costs and promotional
outlays.  Additional savings have been noted in the areas of rent
and utilities related to the March 2003 closure of Paintball
Inc.'s Texas warehouse. Also, Inflatables contributed an
additional $223,000 in SG&A expenses in 2002 compared to the
current year, as the Company has sharply curtailed promotional
activity at this subsidiary in 2003. Although significantly lower
in absolute dollar terms, SG&A expenses represented 56.0 percent
of sales in the first nine months of 2003 compared to just 25.0
percent of sales during 2002.  This reflects the lower sales
level during 2003 compared to 2002, and the effect of certain
fixed costs incurred in both periods.

Interest expense for the first nine months of 2003 was $6,821
higher when compared to the same period of the prior year, due
primarily to somewhat higher average levels of debt outstanding
relating to the conversion of the Company's line of credit to a
promissory note.

A benefit for income taxes recoverable based on pre-tax income
was provided in 2002, based on the anticipation that future
earnings would be sufficient to utilize a tax loss carryforward.
No tax benefit has been provided for 2003 since the realization
of future earnings to absorb a tax loss carryforward is highly
unlikely at this time.
..
As noted above, the results of operations for the first nine
months of 2003 include those of Inflatables, which was acquired
on May 17, 2002, while the comparable period of 2002 included
Inflatables results only from May 17, 2002, the date of
acquisition, through September 30, 2002..  During the first nine
months of 2003, Inflatables recorded sales, gross profit and net
loss of approximately $168,000, $85,000 and $89,000,
respectively.  For the shorter period in 2002 from May 17 through
September 30, Inflatables recorded sales, gross profit and net
loss of $386,000, $217,000 and $174,000 respectively. The 2003
results represent a substantial decline from Inflatables' results
of operations in 2002 as the Company decided to sharply curtail
marketing and promotional expenditures related to Inflatables.

The Company's wholly owned subsidiary ILM, Inc. is an independent
insurance agent representing several insurance companies and
brokers who insure mainly paintball fields, stores, distributors
and manufacturers.  For the nine-month period ended September 30,
2003, ILM, Inc. recorded total premium and other revenues of
approximately $140,000 and incurred a loss of approximately
$37,000.  For the nine-month period ended September 30, 2002,
ILM, Inc. recorded total revenues and net loss of approximately
$186,000 and $7,000, respectively.


<PAGE>


ACQUISITION

On May 17, 2002, the Company (then known as American Inflatables,
Inc.) acquired American Sports Development Group, Inc., a South
Carolina corporation formerly known as National Paintball Supply
Company, Inc. ("Paintball").  For accounting purposes, the
transaction was treated as the acquisition of the Company by
Paintball in a reverse acquisition. The Company issued 50,612,159
shares of its common stock, or 83% of the total outstanding
shares on a fully diluted basis after the issuance, to the three
shareholders of Paintball for all the issued and outstanding
shares of Paintball making Paintball a wholly owned subsidiary of
the Company.

In June 2002, after the reverse acquisition, the Company was
restructured as follows:

(1)  Paintball's wholly-owned subsidiary Paintball Incorporated
     was merged into Paintball with Paintball as the surviving company
     but with its name changed from "American Sports Development
     Group, Inc." to "Paintball Incorporated";

(2)  The Company changed its name from "American Inflatables,
     Inc." to "American Sports Development Group, Inc." by means of a
     merger with a wholly owned shell subsidiary formed for the
     purpose of effecting the name change; and

(3)  The Company formed a new Delaware subsidiary named
     "American Inflatables, Inc." and transferred the assets and
     liabilities of its pre-acquisition inflatable advertising
     business down to the new subsidiary.

The result was that the Company survived as the parent company
with the name "American Sports Development Group, Inc." and with
three wholly owned operating subsidiaries:  (1) Paintball, a
South Carolina corporation named "Paintball Incorporated,"
conducting the paintball gaming business, (2) the new American
Inflatables, Inc., a Delaware corporation, conducting the
inflatable advertising business and (3) ILM, Inc., a South
Carolina corporation conducting the Company's insurance agency
business. The Company's stock symbol was also changed from "BLMP"
to "ASDP" (sic).  A fourth subsidiary, PaintballGames.com, Inc.,
a South Carolina corporation, operated the Company's retail mail
order and internet operations.  It is currently inactive.

The Company assigned a value of $1,801,757 to this acquisition,
based on the publicly quoted fair value of its common stock. In
accordance with EITF 99-12, this value was calculated using the
average closing stock price of the Company's common stock for the
five day period beginning two days before and ending two days
after the arrangement date of April 11, 2002, when all material
aspects of the transaction were agreed to by all parties.

The excess of the purchase price over the fair value of the net
assets acquired is estimated to total approximately $1,800,000.
Of this amount, $250,000 has been accounted for as an intangible
asset representing the fair value of custom design patterns and
customer lists, and is being amortized over its remaining useful
life of 5 years.  Approximately $1,560,000 has been classified as


<PAGE>


Goodwill.  As a result of continued losses since acquisition, the
Company believes its investment in Inflatables has been impaired.
Accordingly, at December 31, 2002, the Company recorded a charge
for impairment of Goodwill for $500,000.  The remaining value of
the Company's investment in Inflatables (approximately $1.3
million) represents the Company's estimate of its fair value
based on multiples of potential annual sales and earnings before
interest, taxes, depreciation and amortization.  The estimate of
fair value also includes $300,000 related to Inflatables position
as a publicly traded entity.  The Company will test this
remaining value for further impairment at least annually.


THREE MONTHS ENDED SEPTEMBER 30, 2003 VS. SEPTEMBER 30, 2002

Results of Operations
---------------------

During the three months ended September 30, 2003, the Company's
consolidated sales declined $3,340,791 (or 81.8 percent) compared
to the same period of 2002.  As is noted in the results for the
nine months to date of 2003, the primary cause of this sales drop
relates to the Company's inability to secure additional working
capital financing.  During the third quarter of 2003, demand for
the Company's products weakened drastically as customers became
aware of the Company's problems in stocking fresh inventory items
to satisfy demand.  This decline continues to be most apparent in
sales of paint and certain styles of name brand markers
(paintball guns). Further aggravating the decline in sales is a
recent trend by major manufacturers of paintball products to ship
directly to larger customers.

Gross margin rose to 26.2 percent in the third quarter of 2003
from 24.1 percent during the same period in 2002.  The higher
gross margin percentage in 2003 occurred as the Company realized
a larger proportion of higher margin sales of its own proprietary
products compared to last year. This is a result of the above-
mentioned difficulties in securing financing for purchases of
national brand name inventory.  Although gross margin percentages
were higher in 2003's third quarter, actual dollar levels of
margin dropped by $788,277 (or 80.1%) compared to the same
quarter of 2002.

In an effort to alleviate the effect of the substantial decline
in sales, the Company has paid strict attention to containing its
costs.  Selling, general and administrative expense decreased by
$732,385 (or 50.0 percent) during the third quarter of 2003
compared to the same period in 2002.  Included in 2003 expenses
is a $40,000 non-cash charge for professional services which was
paid with the issuance of 1.0 million shares of common stock.
The overall decrease in expense is attributable primarily to
lower expenses incurred in 2003 related to employee costs and
promotional outlays.  Additional savings during 2003 were
recorded in the areas of rent and utilities related to the March
2003 of the Texas warehouse.  Even so, SG&A expenses rose to 98.3
percent of sales in the third quarter of 2003 compared to 35.6
percent of sales during 2002, reflecting the lower sales level
during 2003 compared to 2002.

Interest expense for the second quarter of 2003 was $8,286 higher
than in the same period of the prior year, due primarily to
higher average levels of debt outstanding relating to the
conversion of the Company's line of credit to a promissory note


<PAGE>

A benefit for income taxes recoverable based on pre-tax loss was
provided in 2002, in the anticipation that future earnings would
be sufficient to utilize a tax loss carryforward.  No tax benefit
has been provided for 2003 since the realization of future
earnings to absorb a tax loss carryforward is highly unlikely at
this time.

The results of operations for the third quarter of 2003 and 2002
include those of Inflatables for the full three month period.
During the third quarter of 2003, Inflatables recorded sales,
gross profit and net loss of approximately $44.253, $24,075 and
$2,057, respectively.  For the same period in 2002, Inflatables
recorded sales, gross profit and net loss of $262,393, $166,080
and $118,613, respectively. The 2003 sales and gross profit
represent a substantial drop from Inflatables' results of
operations in 2002 as the Company decided to sharply curtail
marketing and promotional expenditures, while the decrease in net
loss is related to overall cost containment.


LIQUIDITY AND CAPITAL RESOURCES

The Company has historically satisfied its capital requirements
through a combination of internally generated cash and borrowings
on its bank line of credit.  However, due to the above noted
decline in sales, resulting losses and lack of external
financing, the Company's cash position has suffered considerably.

During the nine months ended September 30, 2003, the Company used
$37,026 in cash from operating activities compared to a use of
$74,380 in cash for the same period last year. Most of the cash
usage was generated during the third quarter of 2003, as cash
used in operating activities for the quarter totaled $91,133.
This reduction in cash in 2003 is due mainly to the incurrence of
a net loss of $1,619,215, as analyzed above, compared to a net
loss of $457,484
 in the first nine months of 2002.  Due to significantly lower
sales levels recorded in the first nine months of 2003, cash
generated by receivables collections dropped by $341,223 compared
to the same period of last year.  Offsetting this variance were
lower cash outlays for accounts payable in 2003.  In addition,
during the first nine months of 2003, the Company generated
$718,154 in cash from inventory sales compared to a use of
$124,422 in cash last year as the Company increased its inventory
levels.

Cash flow from investing activities for the first nine months of
2003 reflects approximately $39,000 in capital expenditures.  Of
this amount, about $20,000 was spent on new software designed to
increase the efficiency of the Company's operational and
financial systems. In the first half of the prior year, cash flow
from investing activities was favorably affected by the
collection of $130,000 from two notes receivable.

Cash flows from financing activities for the nine months ended
September 30, 2003 included payments of notes payable of
approximately $95,000 and payments to the Company's bank of
approximately $198,000.  During the second quarter of 2003, the
Company's Chief Executive Officer made a personal loan to the
Company in the amount of $100,000. This amount has been reduced
to $97,000 at September 30, 2003.


<PAGE>


BANK LINE OF CREDIT

The Company's subsidiary Paintball Inc. had a $1,327,813 line of
credit with SouthTrust Bank that matured on December 30, 2002.
Paintball was unable to repay the line at maturity.  The line of
credit was restructured into a Promissory Note in the principal
amount of $1,327,813, due April 30, 2003, bearing interest at the
bank's base rate (4.25% at March 31, 2003) plus one percent.  The
Promissory Note is secured by all of Paintball's presently
existing or hereafter acquired inventory, intangibles, accounts
receivable and furniture, fixtures and equipment and all proceeds
and products thereof.  The Company was unable to pay the
Promissory Note at April 30, 2003. The bank informed the Company
that it would not renew the note and in May 2003, instituted suit
against the Company's subsidiary Paintball Inc., seeking recovery
of the principal amount and additional interest and expenses in
an amount not less than fifteen percent of the amount owed. The
Company has been unsuccessful to date in obtaining suitable
alternative sources of financing.

Beginning July 25, 2003 through October 17, 2003, the Company had
been paying SouthTrust Bank $10,000 per week.  At September 30,
2003, the total principal amount owed to SouthTrust Bank was
$1,232,814.


RECENT CORPORATE TRANSACTIONS

As reported in the Company's Report on Form 10-QSB for the
quarter ended March 31, 2003, in April 2003 the Company sold its
wholly owned subsidiary, Paintball Inc. to Camden Holdings, Inc.
("Camden") of Beverly Hills, CA.  The transaction was originally
structured as a direct investment in the Company in the amount of
$5 million in exchange for 70 percent of its outstanding shares.
This was subsequently restructured to consist of the sale of the
Paintball subsidiary in exchange for Camden's assumption of
liabilities of the Company in excess of $5 million.  In
accordance with the terms of the agreement, the Company's
President and Chief Executive Officer, William R. Fairbanks, as
well as the Company's Vice President and Secretary, Douglas
Brown, resigned their positions as officers and directors of the
Company.  Matthew Brown and John Pope were appointed to serve as
officers and directors of the Company.

Due to non-compliance with the financial and other terms of the
purchase agreement, in June 2003, the board of directors of the
Company voted to terminate the agreement with Camden and the
parties to the agreement executed a mutual termination of all
agreements which state that non-compliance with the provisions
set forth in the documents rendered all attempts to consummate
any contracts or agreements null and void.

On June 5, 2003, Matthew Brown and John Pope tendered their
resignations as officers and directors of the Company and William
R. Fairbanks and Douglas Brown were appointed to fill their
vacancies on the board of directors.  On the same date, William
R. Fairbanks was elected Chairman of the Board of Directors and
Douglas Brown was elected Secretary of the Company.


<PAGE>



ITEM 3.   CONTROLS AND PROCEDURES

The effectiveness of the design and operation of our disclosure
controls and procedures has been evaluated as of September 30,
2003, the ending date of this quarterly report, and, based on
this evaluation, the Company has concluded that these controls
and procedures are effective.  There were no significant changes
in our internal controls or in other factors that could
significantly affect these controls subsequent to the date of
their evaluation.

Disclosure controls and procedures are our controls and other
procedures that are designed to ensure that information required
to be disclosed by us in the reports that we file or submit under
the Exchange Act is recorded, processed, summarized and reported,
within the time periods specified in the Securities and Exchange
Commission's rules and forms.  Disclosure controls and procedures
include, without limitation, controls and procedures designed to
ensure that information required to be disclosed by us in the
reports that we file under the Exchange Act is accumulated and
communicated to our management as appropriate to allow timely
decisions regarding required disclosure.















<PAGE>

PART II.
--------

Item 1.   Legal Proceedings


Lawsuit by SouthTrust Bank
--------------------------

On May 23, 2003, SouthTrust Bank instituted suit against the
Company's wholly owned subsidiary, Paintball Inc. in the Court of
Common Pleas in Greenville, South Carolina seeking recovery of
$1,327,813.38, the principal due on a promissory note dated
December 30,2002 with a maturity date of April 30, 2003.  The
suit additionally seeks interest and attorneys' fees in an amount
not less than fifteen percent of the amount owed.  As of the date
of the accompanying Consolidated Balance Sheet, the principal
amount owed to SouthTrust Bank had been reduced to $1,242,814.

Lawsuit against The Sports Authority, Inc.
------------------------------------------

On July 23, 2002, the Company filed suit against The Sports
Authority, Inc. in the South Carolina court of Common Pleas in
Greenville, South Carolina.  The complaint alleges that The
Sports Authority, Inc. (1) conspired with certain persons to
order paintball guns from the Company, falsely claimed the
paintball guns were defective, refused to pay the Company for the
paintball guns and then resold or otherwise used the paintball
guns, (2) engaged in unfair trade practices under South Carolina
law that damaged and continue to damage the Company in an amount
in excess of $1,000,000 and (3) converted the Company's property.
The Company seeks actual damages of $1,000,000, an additional
amount equal to three times actual damages, consequential and
incidental damages, costs and attorney's fees and punitive
damages.  The Company's claim for civil conspiracy was dismissed
and The Sports Authority has counterclaimed for breach of
contract against the Company.

Lawsuit against Nelson Technologies, Inc.
-----------------------------------------

In December 2002, the Company filed suit against Nelson
Technologies, Inc.("Nelson") and Rogue Outfitters, LLC in the
South Carolina Court of Common Pleas in Greenville, South
Carolina for civil conspiracy, unfair trade practices,
intentional interference with contractual relation and other
charges.  Nelson has counterclaimed against the Company in the
amount of approximately $600,000 in unpaid invoices.

Lawsuit by Larry Cossio against the Company, Paintball Inc.,
ILM, Inc. and Mr. Fairbanks
------------------------------------------------------------
On March 6, 2003, Larry Cossio, the former President of
Paintball's insurance subsidiary ILM, Inc., filed suit against
William R. Fairbanks, the Company's President, Chief Executive
Officer and majority shareholder and one of its directors, the
Company, Paintball and ILM, Inc. in the South Carolina Court of
Common Pleas in Greenville, South Carolina.  On March 5, 2003,
Mr. Cassio provided Mr. Fairbanks with a letter indicating that
he was resigning his employment with "the Company" (without
defining "the Company" in his letter).


<PAGE>


Mr. Cossio's complaint includes several claims based on South
Carolina state law theories including fraud, breach of
contract, negligence and negligent misrepresentation,
breach of fiduciary duty, promissory estoppel, quantum
meruit and failure to pay wages.  Generally, Mr. Cossio
is seeking (a) rescission of Paintball's July 2001
acquisition of his business, (b) damages, including
actual damages and with respect to some claims,
consequential damages, compensatory damages, treble
damages, punitive damages, costs, attorneys' fees and
interest, and (c) specific performance, injunctive
relief and other equitable remedies with respect to
some of his causes of action.

Mr. Cossio has also moved for a temporary restraining order to
restrain the defendants from conveying any substantial
assets of the Company, other than in the ordinary
course of business, and from entering into any
agreements to convey such assets or the shares of the
corporate defendants and for and the appointment of a
receiver to manage the affairs of the Company.  On May
23, 2003, the Court of Common Pleas granted Mr. Cossio
a temporary restraining order and on May 29, 2003, the
Court extended the injunctive relief previously
granted.  On June 9, 2003, injunctive relief was
granted to Mr. Cossio which shall continue through the
duration of this litigation and any appeal or until
such time as the appropriate court modifies this order.

The Company currently believes that Mr. Cossio's complaints
are without merit and intends to vigorously defend against
this action.

The Company has filed a counterclaim alleging Mr. Cossio has
breached his non compete contract.  The case must be mediated
on or before January 3, 2004.


                   California sales tax audit
                   --------------------------

In 2002, Paintball underwent a California state sales tax audit
by the California State Board of Equalization (the
"California SBE") related to sales Paintball made from
Texas during the period October 1, 1998 to December 31,
2001.  On September 23, 2002, the Company received a
Notice of Determination from the California SBE
providing that Paintball owed $224,282 in unpaid sales
taxes, interest and penalties for this period.  The
Company petitioned for a redetermination.  In March
2003, the Company received a report of Field Audit -
Reaudit indicating that the Company's total liability
had been redetermined to be $75,536.  The Company has
already paid $10,100 of the amount owed, and has
recorded a current liability of $65,436 for the balance
of this liability.

Other Events
------------

On July 16, 2003, Paintball, Inc., a wholly owned subsidiary of
American Sports Development Group, Inc., filed for
reorganization under Chapter 11 of the Federal
Bankruptcy Act, in the United States Bankruptcy Court,
District of South Carolina.  Paintball was not able to


<PAGE>

secure a further extension from SouthTrust Bank on its
line of credit or able to renegotiate its terms.

The filing of a bankruptcy case, under any chapter of the
Bankruptcy Code, triggers an injunction against the
continuance of any action by any creditor against the debtor
or the debtor's property pursuant to 11 U.S.C. 362.  The is
commonly referred to as an "automatic stay."

The automatic stay gives the debtor protection from creditors,
subject to the oversight of the bankruptcy judge, and brings
all of the debtor's assets and creditors into the same forum,
the bankruptcy court, where the rights of all concerned can be
balanced.

Generally, the automatic stay prohibits:

   *  Beginning or continuing law suits
   *  Collection calls
   *  Repossessions
   *  Foreclosure sales
   *  Garnishment or levies

The automatic stay usually remains in effect until a judge
lifts the stay at the request of a creditor; the debtor gets a
discharge; or the item of property is no longer property of
the estate.

Consequently, with regard to any of the litigation where the
Company's subsidiary, Paintball, Inc., is a party, the Company
believes that the actions involved are stayed as they relate
to Paintball, Inc.

In September 2003, Accucaps Industries Limited ("Accucaps")
submitted an offer to the Company's subsidiary, Paintball
Inc., proposing to purchase assets, inventory and intellectual
property of Paintball Inc., and to provide interim financing
pending such sale.  Because the Bankruptcy Court for the
District of South Carolina would not approve a certain
proposed term of the sale, Accucaps rescinded its offer.

The Company continued to seek suitable merger or acquisition
partners during this process, but was not successful.  As a
result, and due to Paintball's continuing incurrence of losses,
on October 31, 2003, Paintball Inc. effectively ceased
operations and its employees were terminated.

On November 6, 2003, Paintball Inc.'s bankruptcy status was
converted from Chapter 11 of the Bankruptcy Act to Chapter 7.
Chapter 11 of the Bankruptcy Act pertains to reorganizations,
whereas Chapter 7 relates to liquidation.  As of November 11,
2003, a Trustee had not yet been appointed.

The Company continues to seek suitable merger or acquisition
partners but there can be no assurance that such efforts will be
successful.


<PAGE>


From time to time, the Company is party to ordinary routine
product liability litigation, contract breach litigation, or
employment litigation incident to its business that does not
depart from the normal kind of such actions.  The Company
believes that any such actions would be presently stayed as they
relate to the Company's subsidiary, Paintball, Inc.

Item 3.  Defaults Upon Senior Securities

The Company's subsidiary Paintball had a $1,327,813 line of
credit with SouthTrust Bank that matured on December 30, 2002.
Paintball was unable to repay the line at maturity.  The line
of credit was restructured into a Promissory Note in the
principal amount of $1,327,813, due April 30, 2003, bearing
interest at the bank's base rate (4.25% at March 31, 2003)
plus one percent.  The Promissory Note is secured by all of
Paintball's presently existing or hereafter acquired
inventory, intangibles, accounts receivable and furniture,
fixtures and equipment and all proceeds and products thereof.
The Company was unable to pay the Promissory Note at April 30,
2003. The bank informed the Company that it would not renew
the note and in May 2003, instituted suit against the
Company's subsidiary Paintball Inc., seeking recovery of the
principal amount and additional interest and expenses in an
amount not less than fifteen percent of the amount owed. The
Company has not been successful in obtaining alternative
sources of credit.

Item 6.  Exhibits and Reports on Form 8-K.

(a)   Exhibits

31.1  Certification of Chief Executive Officer pursuant to
      Section 302 of the Sarbanes-Oxley Act of 2002

31.2  Certification of Consultant performing duties commonly
      performed by a chief financial officer pursuant to
      Section 302 of the Sarbanes-Oxley Act of 2002

32.1  Certification of Chief Executive Officer pursuant to
      Section 906 of the Sarbanes-Oxley Act of 2002

32.2  Certification of Consultant performing duties commonly
      performed by a chief financial officer pursuant to
      Section 906 of the Sarbanes-Oxley Act of 2002

(b)  Reports on Form 8-K

(1)    On June 13, 2003, the Company filed a Report on Form 8-
       K stating the resignations on June 5, 2003 of Matt
       Brown and John Pope as officers and directors of the
       Company.  William R. Fairbanks and Douglas Brown were
       appointed to fill the vacancies on the board created by
       these resignations.

Also on June 5, 2003, the board elected William R. Fairbanks as
Chairman of the Board of Directors and elected Douglas Brown
as Secretary of the Company.


<PAGE>

On May 15, 2003, the Company executed an agreement to sell all of
the assets of its wholly owned subsidiary, Paintball Inc., to
an unaffiliated party, Camden Holdings, Inc., a Nevada
corporation.  On June 5, 2003, the board of directors of the
Company voted to terminate the agreement with Camden, and the
parties to the agreement executed a mutual termination of all
agreements which states that non-compliance with the provisions
set forth in the documents rendered all attempts to consummate
any contract or agreements null and void.

(2)   On July 23, 2003, the Company filed a Report on Form 8-K
      stating that Paintball Inc., a wholly owned subsidiary of the
      Company filed for reorganization under Chapter 11 of the Federal
      Bankruptcy Act in the United States Bankruptcy Court, District of
      South Carolina.  Paintball Inc. was not able to secure a further
      extension from SouthTrust Bank on its line of credit or able to
      renegotiate its terms.

(3)   On September 9, 2003, the Company filed a Report on Form 8-K
      stating that Paintball Inc., a wholly owned subsidiary of the
      Company, had entered into a Letter of Intent with Accucaps
      Industries Limited.  The Letter of Intent is subject to due
      diligence and the execution of a definitive agreement, which is
      subject to the approval of the Bankruptcy Court in South
      Carolina.  The letter of intent contemplates the sale of assets,
      inventory and intellectual property for a total purchase price of
      $1,000,000.  In addition, the letter of intent contemplates the
      execution of employment agreements with William R. Fairbanks and
      Douglas Brown, as well as a break up fee in the event Paintball
      Inc. accepts an offer greater than $1,150,000 from a third party.
















<PAGE>


             AMERICAN SPORTS DEVELOPMENT GROUP, INC.


                           SIGNATURES


In accordance with the requirements of the Securities Exchange
Act of 1934, the Registrant has duly authorized this Report to be
signed on its behalf by the undersigned thereunto duly
authorized.



Date: November 14, 2003

                                     /s/William R. Fairbanks
                              ---------------------------------------
                                      William R. Fairbanks
                              President and Chief Executive Officer
                              American Sports Development Group, Inc.

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