UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 10Q
(Mark One)

[X]  QUARTERLY  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT
     OF 1934

                  FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2009

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

            For the transition period from __________ to ___________

                        Commission file number: 000-52856

                             ATOMIC PAINTBALL, INC.
                             ----------------------
             (Exact name of registrant as specified in its charter)

         TEXAS                                                 75-2942917
         -----                                                 ----------
(State of Incorporation)                                (IRS Employer ID Number)

           2460 WEST 26TH AVENUE, SUITE 380-C, DENVER, COLORADO 80211
           ----------------------------------------------------------
                    (Address of principal executive offices)

                                  303-380-2282
                                  ------------
                         (Registrant's Telephone number)

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 past 12 months (or for such shorter  period that the registrant was required
to file such reports),  and (2) has been subject to the filing  requirements for
the past 90 days. Yes [X] No [ ]

Indicate by check mark whether the registrant has submitted  electronically  and
posted on its corporate Web site, if any, every  Interactive  Data File required
to be submitted and posted  pursuant to Rule 405 for Regulation S-T  (ss.232.405
of this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). Yes [ ] No [ ]

Indicate by check mark whether the  registrant is a large  accelerated  file, an
accelerated filer, a non-accelerated  filer, or a smaller reporting company. See
the definitions of "large accelerated  filer,"  "accelerated filer" and "smaller
reporting  company" in Rule 12b-2 of the Exchange Act. Large accelerated filer [
]  Accelerated  filer [ ]  Non-accelerated  filer [ ] (Do not check if a smaller
reporting company) Smaller reporting company [X]

Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [X] No [ ]


<PAGE>



                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                  PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate  by check mark  whether  the  registrant  has filed all  documents  and
reports  required  to be filed by  Sections  12,  13 or 15(d) of the  Securities
Exchange Act of 1934 subsequent to the  distribution of securities  under a plan
confirmed by a court. [ ] Yes [X] No

Indicate  the number of share  outstanding  of each of the  issuer's  classes of
common stock, as of the latest  practicable  date. As of August 14, 2009,  there
were 7,488,804 shares of the registrant's common stock, no par value, issued and
outstanding.


<PAGE>

<TABLE>
<CAPTION>


                             ATOMIC PAINTBALL, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                                      INDEX

PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements       (Unaudited)                                       Page
                                                                                      ----
<S>                                                                                   <C>

Balance Sheet - June 30, 2009 and December 31, 2008                                     3

Statement of  Operations - Three and Six months ended June 30, 2009 and 2008 and
for the period from inception (May 8, 2001) through June 30, 2009                       4

Statement of Cash Flows - Six months  ended June 30,  2009 and 2008 and for the
period from inception (May 8, 2001) through June 30, 2009                               5

Notes to Financial Statements                                                           6

Item 2. Management's Discussion and Analysis of Financial Condition
         and Results of Operations                                                      14

Item 3.  Quantitative and Qualitative Disclosures About Market Risk                     18

Item 4. Controls and Procedures                                                         19

Item 4T.  Controls and Procedures                                                       19

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings                                                              19

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds                    19

Item 3.  Defaults Upon Senior Securities                                                19

Item 4.  Submission of Matters to a Vote of Security Holders                            19

Item 5.  Other Information                                                              19

Item 6.  Exhibits                                                                       19

SIGNATURES                                                                              20
</TABLE>

                                       2

<PAGE>



                                     PART I

ITEM 1. FINANCIAL STATEMENTS

<TABLE>
<CAPTION>

                                     ATOMIC PAINTBALL, INC.
                                 (A DEVELOPMENT STAGE COMPANY)
                                         BALANCE SHEETS

                                                                                             June 30,          DECEMBER 31,
                                                                                               2009                2008
                                                                                            (Unaudited)         (Audited)
                              ASSETS
<S>                                                                                       <C>                <C>

Current Assets

      Cash & Cash Equivalents                                                             $           -      $           -
      Assets of Discontinued Operations                                                              50              2,492
                                                                                            ------------       ------------
                  Total Current Assets                                                               50              2,492
                                                                                            ------------       ------------
      TOTAL ASSETS                                                                        $          50      $       2,492
                                                                                            ============       ============

                              LIABILITIES & STOCKHOLDERS' DEFICIT

Current Liabilities

      Liabilities of Discontinued Operations                                              $     239,736      $     172,557
                                                                                            ------------       ------------
                  Total Liabilities, all current                                                239,736            172,557
                                                                                            ------------       ------------

COMMITMENTS AND CONTINGENCIES (Note 5)

STOCKHOLDERS' (DEFICIT)

      Preferred Stock, no par value: 2,000,000 shares authorized
      Series A Convertible Preferred Stock, no par value; 400,000 shares authorized                   -                  -
        no shares issued and outstanding as at June 30, 2009 and December 31, 2008
        respectively, with a $0.25 per share liquidation preference'

      Common Stock, no par value: 10,000,000 shares authorized,                                 436,790            436,790
        7,488,804 shares issued and outstanding as at June 30, 2009 and
        December 31, 2008, respectively

      Deficit accumulated during the development stage.                                        (676,477)          (606,855)
                                                                                            ------------       ------------
                  Total Stockholders' Deficit                                                  (239,687)          (170,065)
                                                                                            ------------       ------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                                               $          50      $       2,492
                                                                                            ============       ============

                         See accompanying Notes to Financial Statements.

                                                3
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                                     ATOMIC PAINTBALL, INC.
                                 (A DEVELOPMENT STAGE COMPANY)
                                    STATEMENTS OF OPERATIONS
                                          (Unaudited)

                                                                                                    FROM INCEPTION
                                          THREE MONTHS ENDED             SIX MONTHS ENDED            (May 8, 2001)
                                                June 30,                      JUNE 30,             THROUGH MARCH 31,
                                         2009          2008            2009            2008             2009
                                   ---------------  ------------   -------------   -------------    --------------
<S>                                <C>              <C>          <C>             <C>              <C>

CONINTUING OPERATING EXPENSES

      General and Administrative   $            -  $          -  $            -  $            -   $             -

                                   ---------------  ------------   -------------   -------------    --------------
      Total Operating Expenses                  -             -               -               -                 -

OPERATING LOSS                                  -             -               -               -                 -

OTHER INCOME (EXPENSE)
      Interest Expense                          -             -               -               -                 -

                                   ---------------  ------------   -------------   -------------    --------------
Net Loss before Income Taxes                    -             -               -               -                 -

Income tax expense                              -             -               -               -                 -
                                     -------------  ------------   -------------   -------------    --------------

Loss from continuting operations                -             -               -               -                 -

Loss from discontinued operations         (54,532)      (27,716)        (69,940)        (72,054)         (676,477)
                                   ---------------  ------------   -------------   -------------    --------------
NET LOSS                           $      (54,532) $    (27,716) $      (69,940) $       (72,054)  $     (676,477)
                                   ===============  ============   =============   =============    ==============

NET LOSS PER COMMON SHARE

  Basic & Diluted, continuing
        operations        -                     -             -               -             -
  Basic & Diluted, discontinued
        operations      -                  ($0.01)            -          ($0.01)        (0.01)
                                     -------------  ------------   -------------   -------------
  Basic & Diluted                          ($0.01)           *           ($0.01)      $ (0.01)
                                   ===============  ============   =============   =============

WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING

      Basic & Diluted                 7,488,804      7,488,804      7,488,804       7,488,804
                                   ===============  ============   =============   =============

* Less than ($0.01) per share.

                         See accompanying Notes to Financial Statements.

                                                4
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                                        ATOMIC PAINTBALL
                                 (A DEVELOPMENT STAGE COMPANY)
                                    STATEMENTS OF CASH FLOWS
                                          (Unaudited)
                                                                                                      FROM INCEPTION
                                                                         SIX MONTHS EN                 (May 8, 2001)
                                                                              JUNE 30,                THROUGH JUNE 30,
                                                                        2009           2008                2009
                                                                  ---------------------------------------------------
<S>                                                               <C>            <C>                 <C>

CASH FLOW  FROM OPERATING ACTIVITIES

NET LOSS FROM CONTINUING OPERATIONS                               $            - $            -      $             -

ADJUSTMENTS TO RECONCILE NET LOSS TO NET CASH
PROVIDED BY (USED IN) OPERATING ACTIVITIES
      Depreciation                                                             -              -                    -

CHANGES IN OPERATING ASSETS & LIABILITIES
                                                                  ------------------------------       --------------
      Total Cash Flow Used In Operating Activities                             -              -                    -

CASH FLOW FROM INVESTING ACTIVITIES
      Purchase of Fixed Assets                                                 -              -                    -
                                                                    -------------   ------------       --------------
      Total Cash Flow Used In Investing Activities                             -              -                    -


CASH FLOW FROM FINANCING ACTIVITIES
                                                                    -------------   ------------       --------------
      Total Cash Flow Provided By Financing Activities                         -              -                    -

CASH USED IN DISCONTINUED OPERATIONS                                      (2,442)        (2,182)                  25

NET (DECREASE) INCREASE IN CASH & CASH EQUIVALENTS                $            - $       (2,182)     $             -
                                                                    =============   ============       ==============

Cash and Cash Equivalents at the beginning of the period          $        2,492 $       14,217      $             -
                                                                    =============   ============       ==============
Cash and Cash Equivalents at the end of the period                $           50 $       12,035      $            25
                                                                    =============   ============       ==============

SUPPLEMENTAL SCHEDULE OF CASH FLOW INFORMATION
Cash paid for interest                                            $            - $            -      $           207
                                                                    =============   ============       ==============
Cash paid for income tax                                          $            - $            -      $             -
                                                                    =============   ============       ==============



                         See accompanying Notes to Financial Statements.

                                                5
</TABLE>


<PAGE>


                             ATOMIC PAINTBALL, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2009

1.       NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES:

Nature  of  Operations  -  Atomic  Paintball,   Inc.,  is  a  development  stage
corporation  incorporated  on May 8, 2001 in the State of Texas,  which plans to
own and operate  paintball  facilities  and to provide  services and products in
connection  with  paintball  sport  activities at our  facilities  and through a
website.  While we have  established a website to comply with SEC  requirements,
the website has not been developed for our commercial activities at this time.

On June 29,  2009,  the Company  (the  Debtors)  filed a voluntary  petition for
relief in the United States Bankruptcy Court, Northern District of Texas, Dallas
District,  under Chapter 7 of Title 7 of the U.S.  Bankruptcy  Code, case number
09-34008-7.  Under  Chapter 7, all  claims in  existence  against  the Debtor in
existence  prior to the  filing  of the  petitions  for  relief  under  the U.S.
Bankruptcy Code are stayed.

In May 2008,  Pennaluna & Co, a broker  dealer,  submitted a Form 15c-211 on our
behalf to FINRA  seeking  to have our shares of common  stock  listed on the OTC
Bulletin  Board.  In FINRA's  response to the Form 15c-211 that was filed on our
behalf,  FINRA took the position that,  under their own  interpretation  of what
constitutes a "shell"  company as opposed to a "development"  stage company,  we
constitute  a  "shell"  company  rather  than  a  "development"  stage  company.
Accordingly  FINRA  instructed  us to re-file our previous  filings with the SEC
with the "box  checked" on the first page to indicate we are a shell company (as
defined in Rule 12b-2 of the Exchange  Act).  Our management is in no doubt that
we were,  and are, a  development  stage  company as  defined  by  Statement  of
Financial  Accounting  Standards No 7 "Accounting  and Reporting by  Development
Stage Enterprises". Our management's belief that we were, and are, a development
stage  company is  supported  by current SEC  guidelines,  our  auditors and our
outside legal counsel. At the same time, our management recognizes FINRA's right
to apply its own definition to this issue.  Accordingly in accordance with FINRA
instructions,  this Form 10Q has is filed  with the "box  checked"  on the first
page to  indicate  we are a shell  company  (as  defined  in Rule  12b-2  of the
Exchange Act) and we have submitted amended filings for the Form 10SB/A filed on
November 29, 2007 and the Form 10KSB filed on April 3, 2008 that  similarly have
the "box  checked"  on the first page to  indicate  we are a shell  company  (as
defined in Rule 12b-2 of the Exchange Act). Amending our filings in this way, on
the  instruction of FINRA,  in no way alters the fact that we have, and continue
to,  consistently  pursue  our  business  plan  to  own  and  operate  paintball
facilities  and to provide  services and products in connection  with  paintball
sport activities at our facilities and through a website.

Significant Accounting Policies

Basis of Presentation:

The accompanying  unaudited financial statements of Atomic Paintball,  Inc. have
been prepared in accordance with generally  accepted  accounting  principles for
interim financial information and with the instructions to Form 10-Q and Article
10 of Regulation  S-X.  Accordingly,  they do not include all of the information
and footnotes required by generally accepted accounting  principles for complete
financial  statements.  In our  opinion  the  financial  statements  include all
adjustments (consisting of normal recurring accruals) necessary in order to make

                                       4
<PAGE>

the financial  statements not misleading.  Operating  results for the six months
ended June 30, 2009 are not  necessarily  indicative  of the results that may be
expected  for the year ended  December  31, 2009.  For more  complete  financial
information,  these unaudited financial statements should be read in conjunction
with the  audited  financial  statements  for the year ended  December  31, 2008
included in our Annual Report on Form 10-K filed with the SEC.

Cash and Cash  Equivalents  -- Cash and  cash  equivalents  consist  of cash and
highly  liquid debt  instruments  with  original  maturities  of less than three
months.

Property  and  Equipment  --  Property  and  equipment  are  recorded  at  cost.
Depreciation  is provided  using the  straight  line  method over the  estimated
useful lives of the related assets.  Amortization  of leasehold  improvements is
computed using the straight-line  method over the shorter of the remaining lease
term or the estimated useful life of the improvement.

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

                  Leasehold Improvements             1 year
                  Equipment                          7 years
                  Computer Equipment                 5 years

Expenditures  for maintenance and repairs are charged to operations as incurred,
while  betterments  that extend the useful lives of the assets are  capitalized.
Assets held by the Company are  periodically  reviewed for  impairment  whenever
events or changes in circumstances indicate that the carrying amount of an asset
may not be recoverable.

Deferred  Costs and Other --  Offering  costs  with  respect  to issue of common
stock,  warrants or options by us were initially  deferred and ultimately offset
against the proceeds from these equity transactions if successful or expensed if
the proposed equity transaction is unsuccessful.

Impairment of Long-Lived  and  Intangible  Assets -- In the event that facts and
circumstances indicated that the cost of long-lived and intangible assets may be
impaired,  an evaluation of recoverability  was performed.  If an evaluation was
required, the estimated future undiscounted cash flows associated with the asset
were  compared to the asset's  carrying  amount to determine if a write-down  to
market value or discounted cash flow value was required.

Financial Instruments -- The estimated fair values for financial instruments was
determined  at  discrete  points in time based on relevant  market  information.
These  estimates  involved  uncertainties  and  could  not  be  determined  with
precision.  The  carrying  amounts  of notes  receivable,  accounts  receivable,
accounts payable and accrued liabilities  approximated fair value because of the
short-term  maturities  of these  instruments.  The fair value of notes  payable
approximated to their carrying value as generally their interest rates reflected
our effective annual borrowing rate.

Income  Taxes -- We account for income  taxes under the  liability  method which
requires  recognition  of deferred tax assets and  liabilities  for the expected
future tax  consequences  of events  that have been  included  in the  financial
statements  or  tax  returns.  Under  this  method,   deferred  tax  assets  and

                                       5
<PAGE>

liabilities are determined based on the difference between financial  statements
and tax base of assets and liabilities using enacted tax rates in effect fro the
year in which the differences are expected to reverse.

Revenue  Recognition - We expect to generate revenue from providing  facilities,
services and products in connection  with paintball sport  activities.  Revenues
will be recognized as services and products are  delivered.  We are currently in
the  development  stage and had no revenue  during the six months ended June 30,
2009 and 2008 or during the period from  inception  (May 8, 2001)  through March
31, 2009.

Comprehensive Income (Loss) -- Comprehensive income is defined as all changes in
stockholders'  equity (deficit),  exclusive of transactions with owners, such as
capital  investments.  Comprehensive income includes net income or loss, changes
in certain assets and liabilities  that are reported  directly in equity such as
translation  adjustments on investments in foreign  subsidiaries  and unrealized
gains (losses) on available-for-sale securities.

There were no differences between our comprehensive loss and net loss during the
six months ended June 30, 2009 and 2008 or during the period from inception (May
8, 2001) through June 30, 2009.

Income  (Loss)  Per  Share  -- The  income  (loss)  per  share is  presented  in
accordance  with the provisions of Statement of Financial  Accounting  Standards
(SFAS) No.128,  Earnings Per Share.  SFAS No. 128 replaced the  presentation  of
primary and fully diluted earnings (loss) per share (EPS) with a presentation of
basic EPS and diluted  EPS.  Basic EPS is  calculated  by dividing the income or
loss available to common  stockholders by the weighted  average number of common
stock  outstanding for the period.  Diluted EPS reflects the potential  dilution
that could occur if  securities  or other  contracts  to issue common stock were
exercised or converted into common stock.  Diluted EPS was the same as Basic EPS
for the six  months  ended June 30,  2009 and 2008 and  during  the period  from
inception (May 8, 2001) through June 30, 2009, we have had losses in all periods
since our  inception  and,  therefore,  the effect of all  additional  potential
common stock would be antidilutive.

Stock-Based  Compensation -- As permitted under the SFAS No. 123, Accounting for
Stock-Based  Compensation,  we  account  for  our  stock-based  compensation  in
accordance with the provisions of Accounting  Principles Board (APB) Opinion No.
25, Accounting for Stock Issued to Employees.  As such,  compensation expense is
recorded  on the date of grant if the  current  market  price of the  underlying
stock  exceeds  the  exercise  price.  Certain  pro  forma  net  income  and EPS
disclosures  for employee  stock option grants are also included in the notes to
the financial  statements as if the fair value method as defined in SFAS No. 123
had been applied.  Transactions in equity  instruments  with  non-employees  for
goods or services are accounted for by the fair value method.

Use of Estimates -- The preparation of our consolidated  financial statements in
conformity with generally accepted accounting  principles requires management to
make  estimates  and  assumptions  that  affect the  amounts  reported  in these
financial  statements and accompanying  notes.  Actual results could differ from
those estimates.  Due to uncertainties inherent in the estimation process, it is
possible that these estimates could be materially revised within the next year.

                                       6
<PAGE>

Business  Segments -- We believe that our activities during the six months ended
June 30, 2009 and 2008 comprised a single segment.

Recently Issued Accounting Policies - In December 2007, the FASB issued SFAS No.
141 (Revised 2007), Business Combinations,  or SFAS No. 141R. SFAS No. 141R will
change  the  accounting  for  business  combinations.  Under SFAS No.  141R,  an
acquiring  entity will be  required to  recognize  all the assets  acquired  and
liabilities  assumed in a transaction  at the  acquisition-date  fair value with
limited  exceptions.  SFAS No. 141R will  change the  accounting  treatment  and
disclosure for certain specific items in a business  combination.  SFASNo.  141R
applies prospectively to business combinations for which the acquisition date is
on or after the beginning of the first annual  reporting  period beginning on or
after December 15, 2008.  Accordingly,  any business  combinations  we engage in
will be recorded and disclosed following existing GAAP until January 1, 2009. We
expect SFAS No. 141R will have an impact on accounting for business combinations
once adopted but the effect is dependent upon  acquisitions at that time. We are
still assessing the impact of this pronouncement.

In December  2007,  the FASB issued SFAS No. 160,  Noncontrolling  Interests  in
Consolidated Financial  Statements--An Amendment of ARB No. 51, or SFAS No. 160.
SFAS  No.  160  establishes  new  accounting  and  reporting  standards  for the
noncontrolling  interest  in a  subsidiary  and  for  the  deconsolidation  of a
subsidiary.  SFAS No. 160 is effective  for fiscal  years  beginning on or after
December 15, 2008. We believe that SFAS 160 should not have a material impact on
our financial position or results of operations.

In  December  2007,  the SEC  issued  Staff  Accounting  Bulletin  (SAB) No. 110
regarding  the use of a  "simplified"  method,  as discussed in SAB No. 107 (SAB
107),  in  developing  an  estimate of expected  term of "plain  vanilla"  share
options in accordance with SFAS No. 123 (R), Share-Based Payment. In particular,
the staff  indicated in SAB 107 that it will accept a company's  election to use
the  simplified  method,  regardless  of  whether  the  company  has  sufficient
information to make more refined estimates of expected term. At the time SAB 107
was issued,  the staff believed that more detailed  external  information  about
employee exercise behavior (e.g.,  employee exercise patterns by industry and/or
other categories of companies)  would,  over time,  become readily  available to
companies.  Therefore,  the staff  stated in SAB 107 that it would not  expect a
company to use the simplified  method for share option grants after December 31,
2007.  The staff  understands  that such  detailed  information  about  employee
exercise behavior may not be widely available by December 31, 2007. Accordingly,
the staff will continue to accept, under certain  circumstances,  the use of the
simplified  method  beyond  December 31, 2007.  The Company  currently  uses the
simplified  method for "plain  vanilla"  share  options and  warrants,  and will
assess the impact of SAB 110 for fiscal year 2009.  It is not believed that this
will have an impact on the Company's consolidated financial position, results of
operations or cash flows

In  December  2007,  the  Emerging  Issues  Task  Force  issued  EITF No.  07-1,
Accounting  for  Collaborative   Arrangements.   EITF  No.  07-1  requires  that
transactions  with third parties (i.e.,  revenue generated and costs incurred by
the partners)  should be reported in the appropriate line item in each company's
financial statement and includes enhanced disclosure  requirements regarding the
nature  and  purpose  of the  arrangement,  rights  and  obligations  under  the
arrangement,  accounting policy,  amount and income statement  classification of
collaboration  transactions  between the  parties.  EITF No.  07-1 is  effective
January  1,  2009 and shall be  applied  retrospectively  to all  prior  periods
presented for all collaborative  arrangements existing as of the effective date.

                                       7
<PAGE>

The  Company  does not expect  that the  adoption  of EITF No.  07-1 will have a
material  effect  on  its  consolidated   results  of  operations  or  financial
condition.

In March  2008,  the FASB  issued  FAS No.  161,  Disclosures  about  Derivative
Instruments and Hedging Activities,  an amendment of FASB Statement No. 133. FAS
No. 161 changes the  disclosure  requirements  for  derivative  instruments  and
hedging  activities.  Entities are required to provide disclosures about (a) how
and why derivative  instruments  are used, (b) how  derivative  instruments  and
related  hedged  items  are  accounted  for under FAS No.  133,  Accounting  for
Derivative Instruments and Hedging Activities,  and its related interpretations,
and (c) how derivative  instruments and related hedged items affect the entity's
financial  position,  financial  performance,  and cash  flows.  FAS No.  161 is
effective  January 1, 2009. The Company does not expect that the adoption of FAS
No. 161 will have a material effect on its consolidated results of operations or
financial condition.

In April 2008, the FASB issued FSP FAS 142-3,  "Determination of the Useful Life
of Intangible  Assets" ("FSP FAS 142-3").  FSP FAS 142-3 amends the factors that
should be  considered  in developing  renewal or extension  assumptions  used to
determine the useful life of a recognized  intangible asset under FASB Statement
No. 142,  "Goodwill and Other  Intangible  Assets".  FSP FAS 142-3 also requires
expanded  disclosure  related to the  determination  of intangible  asset useful
lives.  FSP FAS 142-3 is effective  for financial  statements  issued for fiscal
years beginning after December 15, 2008, and interim periods within those fiscal
years.  The Company does not expect that the adoption of FSP FAS 142-3 will have
a  material  effect on its  consolidated  results  of  operations  or  financial
condition.

In May 2008, the FASB issued FASB Staff Position (FSP) No. APB 14-1  "Accounting
for  Convertible  Debt  Instruments  That May Be Settled in Cash upon Conversion
(Including  Partial Cash  Settlement)" (FSP APB 14-1). FSP APB 14-1 requires the
issuer of certain  convertible  debt instruments that may be settled in cash (or
other assets) on conversion to separately  account for the liability  (debt) and
equity  (conversion  option)  components  of the  instrument  in a  manner  that
reflects the  issuer's  non-convertible  debt  borrowing  rate.  FSP APB 14-1 is
effective for fiscal years  beginning  after  December 15, 2008 on a retroactive
basis and will be adopted by the  Company in the first  quarter of fiscal  2009.
The  Company  does not  expect the  adoption  of FSP APB 14-1 to have a material
effect on its results of operations and financial condition.

In May 2008, the Financial  Accounting  Standards Board ("FASB") issued SFAS No.
162, "The Hierarchy of Generally Accepted Accounting  Principles".  SFAS No. 162
sets  forth  the  level of  authority  to a given  accounting  pronouncement  or
document by  category.  Where there might be  conflicting  guidance  between two
categories,  the more  authoritative  category will  prevail.  SFAS No. 162 will
become  effective 60 days after the SEC approves  the PCAOB's  amendments  to AU
Section 411 of the AICPA Professional  Standards.  SFAS No. 162 has no effect on
the Company's  financial  position,  statements of operations,  or cash flows at
this time.

In June 2008, the Financial  Accounting  Standards  Board  ("FASB")  issued FASB
Staff Position ("FSP") EITF 03-6-1,  "Determining Whether Instruments Granted in
Share-Based  Payment  Transactions  are  Participating   Securities."  This  FSP
provides that unvested  share-based  payment awards that contain  nonforfeitable
rights to  dividends  or  dividend  equivalents  (whether  paid or  unpaid)  are
participating  securities  and shall be included in the  computation of earnings
per share pursuant to the two-class  method.  The FSP is effective for financial
statements  issued for fiscal years  beginning  after  December  15,  2008,  and
interim periods within those fiscal years. Upon adoption, companies are required

                                       8
<PAGE>

to retrospectively adjust earnings per share data (including any amounts related
to interim  periods,  summaries  of earnings  and  selected  financial  data) to
conform to provisions of this FSP. The Company does not  anticipate the adoption
of FSP EITF  03-6-1 will have a material  impact on its  results of  operations,
cash flows or financial condition.

In September  2008, the FASB issued  exposure  drafts that eliminate  qualifying
special  purpose  entities  from the guidance of SFAS No. 140,  "Accounting  for
Transfers and Servicing of Financial Assets and Extinguishments of Liabilities,"
and FASB  Interpretation 46 (revised December 2003),  "Consolidation of Variable
Interest  Entities  - an  interpretation  of ARB  No.  51,"  as  well  as  other
modifications. While the proposed revised pronouncements have not been finalized
and the proposals are subject to further public comment, the Company anticipates
the  changes  will not have a  significant  impact  on the  Company's  financial
statements.  The changes  would be  effective  March 1, 2010,  on a  prospective
basis.

In December 2008, the FASB issued FSP No. FAS 132(R)-1,  "Employers' Disclosures
about Postretirement Benefit Plan Assets" ("FSP FAS 132(R)-1"). FSP FAS 132(R)-1
requires   additional  fair  value  disclosures  about  employers'  pension  and
postretirement  benefit plan assets  consistent with guidance  contained in SFAS
157. Specifically,  employers will be required to disclose information about how
investment  allocation decisions are made, the fair value of each major category
of plan assets and information about the inputs and valuation techniques used to
develop the fair value  measurements  of plan assets.  This FSP is effective for
fiscal  years ending  after  December 15, 2009.  The Company does not expect the
adoption  of FSP FAS  132(R)-1  will have a  material  impact  on its  financial
condition or results of operation.

In  December  2008,  the  FASB  issued  FSP  No.  FAS  140-4  and  FIN  46(R)-8,
"Disclosures  by Public  Entities  (Enterprises)  about  Transfers  of Financial
Assets and Interests in Variable Interest  Entities." This  disclosure-only  FSP
improves the  transparency of transfers of financial  assets and an enterprise's
involvement   with   variable   interest    entities,    including    qualifying
special-purpose  entities.  This FSP is effective for the first reporting period
(interim or annual)  ending after  December 15, 2008,  with earlier  application
encouraged. The Company adopted this FSP effective January 1, 2009. The adoption
of the FSP had no impact  on the  Company's  results  of  operations,  financial
condition or cash flows.

In April 2009, the FASB issued FSP No. FAS 157-4,  "Determining  Fair Value When
the Volume and Level of Activity for the Asset or Liability  Have  Significantly
Decreased and Identifying  Transactions That Are Not Orderly" ("FSP FAS 157-4").
FSP FAS 157-4 provides  guidance on estimating  fair value when market  activity
has  decreased   and  on   identifying   transactions   that  are  not  orderly.
Additionally,  entities are  required to disclose in interim and annual  periods
the inputs and  valuation  techniques  used to measure  fair value.  This FSP is
effective for interim and annual periods ending after June 15, 2009. The Company
does not expect the adoption of FSP FAS 157-4 will have a material impact on its
financial condition or results of operation.

2.       GOING CONCERN:

In our  financial  statements  for the fiscal years ended  December 31, 2008 and
2007, the Report of the Independent  Registered  Public Accounting Firm includes
an explanatory  paragraph that describes  substantial doubt about our ability to
continue as a going concern. Our financial statements for the fiscal years ended
December 31, 2008 and 2007,  have been prepared on a going concern basis,  which

                                       9
<PAGE>

contemplates  the  realization of assets and the  settlement of liabilities  and
commitments  in the normal  course of business.  At June 30, 2009 we reported an
accumulated  deficit of $676,477.

On June 29, 2009, the Company filed for protection under Chapter 7 of Title 7 of
the United States  Bankruptcy Code. These factors raise  substantial doubt about
the Company's ability to continue as a going concern.  The financial  statements
do not contain any adjustments relating to the recoverability and classification
of assets  or the  amounts  and  classification  of  liabilities  that  might be
necessary should the Company be unable to continue as a going concern.

3.  DISCONTINUED OPERATIONS

On June 29,  2009,  the Company  (the  Debtors)  filed a voluntary  petition for
relief in the United States Bankruptcy Court, Northern District of Texas, Dallas
District,  under Chapter 7 of Title 7 of the U.S.  Bankruptcy  Code, case number
09-34008-7.  Under  Chapter 7, all  claims in  existence  against  the Debtor in
existence  prior to the  filing  of the  petitions  for  relief  under  the U.S.
Bankruptcy Code are stayed.

At June 30, 2009, the carrying  values of the Company's  assets and  liabilities
(presented as assets and liabilities of discontinued operations) are as follows:

        Assets:
          Cash                                   $                50
                                                 -------------------
        Total Assets                             $                50
                                                 ===================

        Liabilities:
          Accounts payable                       $            40,742
          Accrued liabilities                                 18,856
         Loan from shareholder(1)                            180,138
                                                 -------------------
        Total Liabilities                        $           239,736
                                                 ===================


             (1)  Barbara  J.  Smith,  formerly  an  officer,   director  and  a
            shareholder  of the  Company  loaned us a total of  $10,900  between
            April and July of 2002 to pay for further  research and  development
            and for general corporate  overhead.  This loan bears interest at an
            annual rate of 6.5%,  was  repayable in full in July 15,  2004.  The
            loan was convertible at Ms. Smith's option into shares of our common
            stock at $0.125  per  share.  This loan has not been  repaid and Ms.
            Smith has declined to convert the  outstanding  balance into shares.
            Accordingly,  the  entire  balance  of  the  loan  continues  to  be
            outstanding  and we  continue  to  accrue  interest  on the  balance
            outstanding.

            Mr. Cutler, our sole officer and a director, has made advances to us
            by way of a loan to support our ongoing  operating  costs and settle
            certain outstanding liabilities.  At June 30, 2009, the Company owed
            Mr. Cutler $168,060.  There can be no assurance that Mr. Cutler will
            continue to provide such financing on an ongoing basis.

4.  STOCKHOLDERS' DEFICIT:

Preferred Stock

In October  2003,  our Board of Directors  adopted a resolution to authorize the
issuance  (in series) of up to 2,000,000  shares of preferred  stock with no par
value.  Our board of directors  may  determine to issue shares of our  preferred

                                       10
<PAGE>

stock.  If done,  the  preferred  stock may be created and issued in one or more
series and with such designations,  rights, preference and restrictions as shall
be stated and  expressed  in the  resolution(s)  providing  for the creation and
issuance  of such  preferred  stock.  If  preferred  stock is issued  and we are
subsequently  liquidated or dissolved,  the preferred stock would be entitled to
our assets, to the exclusion of the common  stockholders,  to the full extent of
the preferred stockholders' interest in us.

No shares of our  Preferred  Stock were issued or  outstanding  during the three
months ending June 30, 2009 or 2008.

Common Stock

We are authorized to issue  10,000,000  shares of common stock, no par value per
share.  The holders of common  stock are  entitled to one vote per share for the
election of directors and with respect to all other matters  submitted to a vote
of  stockholders.  Shares of common stock do not have cumulative  voting rights,
which  means  that the  holders of more than 50% of such  shares  voting for the
election of directors  can elect 100% of the  directors if they choose to do so.
Our  common  stock  does not have  preemptive  rights,  meaning  that our common
shareholders' ownership interest would be diluted if additional shares of common
stock are subsequently issued and the existing  shareholders are not granted the
right, in the discretion of the Board of Directors,  to maintain their ownership
interest in us.

Upon any  liquidation,  dissolution  or winding-up of us, our assets,  after the
payment of debts and liabilities and any liquidation  preferences of, and unpaid
dividends on, any class of preferred stock then outstanding, will be distributed
pro-rata to the holders of the common stock.  The holders of the common stock do
not have preemptive or conversion  rights to subscribe for any of our securities
and have no right to require us to redeem or purchase their shares.

The holders of Common Stock are entitled to share equally in  dividends,  if and
when  declared  by our  Board  of  Directors,  out of  funds  legally  available
therefore, subject to the priorities given to any class of preferred stock which
may be issued.

Stock Options

On October 21,  2003,  we adopted a stock  purchase  plan  entitled  "2003 Stock
Incentive Plan" to attract and retain selected  directors,  officers,  employees
and  consultants to  participate in our long-term  success and growth through an
equity interest in us. We have been authorized to make available up to 2,000,000
shares of our common stock for grant as part of the long term incentive plan.

No stock options were issued or outstanding during the six months ended June 30,
2009 or 2008.

5. COMMITMENTS AND CONTINGENCIES:

On June 9,  2009,  three  Atomic  shareholders  filed a lawsuit  against  Atomic
Director David Cutler in the County Court at Law No. 4 in Dallas County,  Texas,
styled JH Brech,  LLC et al. v. Cutler et al., Cause No.  CC-090-4654-D  ("State
Court  Litigation").  The state court granted a temporary  restraining  order on
June 9, 2009,  which required Cutler to refrain from: (a) marketing,  attempting
to sell,  transferring or otherwise  disposing of Atomic;  (b) causing Atomic to
issue any  further  shares of stock to  Cutler;  (c)  dissipating  any assets of
Atomic, including paying any amounts not in the ordinary course of business; and
(d)  transferring  any shares of stock to any third party. On June 18, 2009, the
court granted  Plaintiffs' motion to extend the temporary  restraining order. On
June 22, 2009, Cutler filed a special  appearance and, subject thereto,  plea to
the jurisdiction and plea in abatement.  On June 26, 2009, Cutler made demand on
the Corporation's counsel for indemnity of attorneys fees incurred in defense of
the lawsuit. At the time of the demand, Cutler's legal fees exceeded $22,000.





                                       11
<PAGE>


Atomic filed for Chapter 7 bankruptcy on June 29, 2009 in a Title 11 Case styled
In re Atomic Paintball,  Case No.  09-34008-7,  now pending in the United States
Bankruptcy Court for the Northern  District of Texas,  Dallas Division.  Cutler,
thereafter,  on June 29, 2009 removed the State Court  Litigation  to the United
States  District  Court for the  Northern  District of Texas,  Dallas  Division,
styled JH Brech, LLC et al. v. Cutler et al., Case No.  3:09-CV1213-G  ("Federal
Litigation").  Plaintiffs in the State Court Litigation,  also on June 29, 2009,
filed a First Amended Petition.  On August 19, 2009, the District Court remanded
the Federal Litigation to the County Court at Law No. 4.

6. INCOME TAX

We have had losses since our  Inception  (May 8, 2001) through June 30, 2009 and
therefore  have not been  subject  to  federal or state  income  taxes.  We have
accumulated tax losses  available for carry forward of  approximately  $627,000.
The carry forward is subject to examination by the tax  authorities  and expires
at various  dates  through  the year 2029.  The Tax Reform Act of 1986  contains
provisions that limit the NOL carry forwards available for use in any given year
upon  the  occurrence  of  certain  events,  including  significant  changes  in
ownership  interest.  Consequently  following  the  issue of 55.1% of our  total
authorized  and issued share  capital in August 2006 to Mr.  Cutler,  one of our
directors,  our ability to use these losses is  substantially  restricted by the
impact of section 382 of the Internal Revenue Code.



























                                       12
<PAGE>


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

The following  discussion  should be read in conjunction  with the  consolidated
financial  statements  and notes  thereto  and the other  financial  information
included  elsewhere in this report.  This  discussion  contains  forward-looking
statements   that  involve  risks  and   uncertainties.   We  believe  that  our
expectations  are  based on  reasonable  assumptions  within  the  bounds of our
knowledge of our business and operations:  there can be no assurance that actual
results will not differ materially from our expectations.  Such  forward-looking
statements  are  subject  to risks and  uncertainties  that could  cause  actual
results to differ materially from those  anticipated,  including but not limited
to, our ability to raise  sufficient  debt or equity  financing  to fund o going
operations  and fully  implement  our proposed  business  plan,  recruit  senior
management  with the  skill  and  experience  to  implement  our  business  plan
effectively,  identify and acquire real estate in suitable locations on which to
build  paintball  parks,  obtain the necessary  planning  approvals to build our
paintball  parks,  build our paintball parks that directly address market demand
in a cost effective manner,  identify existing  paintball parks we would wish to
acquire,  negotiate  successfully to acquire existing paintball parks we wish to
acquire,  operate our paintball  parks,  whether we have built them ourselves or
acquired  them,  on  a  profitable  basis,  provide  services  and  products  in
connection  with  paintball  sport  activities at our  facilities  and through a
website on a profitable basis within a fiercely competitive market place, avoid,
or effectively insurance against,  liability claims for personal injury incurred
by  customers  at our  paintball  parks or  using  paintball  equipment  we have
provided to them, or be able to identify and  successfully  negotiate to acquire
assets or businesses in the paintball  sector in return for shares of our common
stock. . You are urged to carefully  consider  these  factors,  as well as other
information  contained  in this  Quarterly  Report on Form 10-Q and in our other
periodic reports and documents filed with the SEC.

OVERVIEW

We are a  development  stage  corporation,  incorporated  on May 8, 2001, in the
State of Texas,  which  plans to own and  operate  paintball  facilities  and to
provide  services and products in connection with paintball sport  activities at
our facilities and through a website. The website has not been developed at this
time.

On June 29,  2009,  the Company  (the  Debtors)  filed a voluntary  petition for
relief in the United States Bankruptcy Court, Northern District of Texas, Dallas
District,  under Chapter 7 of Title 7 of the U.S.  Bankruptcy  Code, case number
09-34008-7.  Under  Chapter 7, all  claims in  existence  against  the Debtor in
existence  prior to the  filing  of the  petitions  for  relief  under  the U.S.
Bankruptcy Code are stayed.

In May 2008,  Pennaluna & Co, a broker  dealer,  submitted a Form 15c-211 on our
behalf to FINRA  seeking  to have our shares of common  stock  listed on the OTC
Bulletin  Board.  In FINRA's  response to the Form 15c-211 that was filed on our
behalf,  FINRA took the position that,  under their own  interpretation  of what
constitutes a "shell"  company as opposed to a "development"  stage company,  we
constitute  a  "shell"  company  rather  than  a  "development"  stage  company.
Accordingly  FINRA  instructed  us to re-file our previous  filings with the SEC
with the "box  checked" on the first page to indicate we are a shell company (as
defined in Rule 12b-2 of the Exchange  Act).  Our management is in no doubt that
we were,  and are, a  development  stage  company as  defined  by  Statement  of
Financial  Accounting  Standards No 7 "Accounting  and Reporting by  Development

                                       13
<PAGE>

Stage Enterprises." Our management's belief that we were, and are, a development
stage  company is  supported  by current SEC  guidelines,  our  auditors and our
outside legal counsel. At the same time, our management recognizes FINRA's right
to apply its own definition to this issue. Accordingly,  we amended our previous
filings with the SEC, where appropriate,  in accordance with FINRA instructions,
by  "checking  the box" on the first page of each of our SEC filings to indicate
we are a shell company (as defined in Rule 12b-2 of the Exchange Act).  Amending
our filings in this way, on the  instruction of FINRA, in no way alters the fact
that we have, and continue to,  consistently pursue our business plan to own and
operate paintball  facilities and to provide services and products in connection
with paintball sport activities at our facilities and through a website.

Liquidity and Capital Resources

At June 30,  2009,  we had total  assets of $50  consisting  solely of cash,  no
operating business or other source of income,  outstanding  liabilities totaling
$239,736 and a stockholder' deficit of $239,686.

In our  financial  statements  for the fiscal years ended  December 31, 2008 and
2007, the Report of the Independent  Registered  Public Accounting Firm includes
an explanatory  paragraph that describes  substantial doubt about our ability to
continue as a going concern. Our financial statements for the fiscal years ended
December 31, 2008 and 2007,  have been prepared on a going concern basis,  which
contemplates  the  realization of assets and the  settlement of liabilities  and
commitments  in the normal course of business.  At June 30, 2009, we reported an
accumulated deficit of $676,477.

Mr. Cutler, our sole officer and a director, has made advances to us by way of a
loan to support  our  ongoing  operating  costs and settle  certain  outstanding
liabilities. At June 30, 2009, the Company owed Mr. Cutler $168,060.

RESULTS OF OPERATIONS

THREE  MONTHS  ENDED JUNE 30, 2009  COMPARED TO THE THREE  MONTHS ENDED JUNE 30,
2008

During  the three  months  ended June 30,  2009 and 2008,  the  Company  did not
recognize any revenues from its operations.

Discontinued Operations

During  the  three  months  ended  June 30,  2009,  the loss  from  discontinued
operations  of $54,332  compared to the three months  ended June 30,  2008.  The
increase of $26,262 is a result of legal fees incurred in the three months ended
June 30, 2009.



                                       14
<PAGE>

Net Loss and Comprehensive Loss

During the three months ended June 30, 2009, we recognized a net loss of $54,332
compared to a net loss of $27,716 during the three months ended June 30, 2008, a
increase of $26,262  relates to legal fees  incurred in the three  months  ended
June 30, 2009.

The  comprehensive  loss was  identical  to the net loss  during  both the three
months ended June 30,, 2009 and 2008.

SIX  MONTHS ENDED JUNE 30, 2009 COMPARED TO THE SIX MONTHS ENDED JUNE 30, 2008

During  the six  months  ended  June 30,  2009 and  2008,  the  Company  did not
recognize any revenues from its operations.

Discontinued Operations

During the six months ended June 30, 2009, the loss from discontinued operations
of $69,940  compared  to $72,054  for the six months  ended June 30,  2008.  The
decrease of $2,114 is a result of increased operations over the prior period.

Net Loss and Comprehensive Loss

During the six months ended June 30, 2009,  we  recognized a net loss of $69,940
compared to a net loss of $72,054  during the six months  ended June 30, 2008, a
decrease of $2,114 due to the factors discussed above.

The comprehensive  loss was identical to the net loss during both the six months
ended June 30, 2009 and 2008

CASH FLOW  INFORMATION FOR THE SIX MONTHS ENDED JUNE  30, 2009 COMPARED TO THE
SIX MONTHS ENDED JUNE 30, 2008

At June 30, 2009,  we had total assets of $50  consisting  of cash, no operating
business or other source of income,  outstanding  liabilities  totaling $239,736
and a stockholder' deficit of $239,686.

Net cash used by  discontinued  operations  during the six months ended June 30,
2009 was $2,442. Net cash used by discontinued  operations during the six months
ended June 30, 2008 was $2,182.

In our  financial  statements  for the fiscal years ended  December 31, 2008 and
2007, the Report of the Independent  Registered  Public Accounting Firm includes
an explanatory  paragraph that describes  substantial doubt about our ability to
continue as a going concern. Our financial statements for the fiscal years ended
December 31, 2008 and 2007,  have been prepared on a going concern basis,  which
contemplates  the  realization of assets and the  settlement of liabilities  and
commitments  in the normal course of business.  At June 30, 2009, we reported an
accumulated deficit of $676,477.

                                       15
<PAGE>

Mr. Cutler, our sole officer and a director, has made advances to us by way of a
loan to support  our  ongoing  operating  costs and settle  certain  outstanding
liabilities. At June 30, 2009, the Company owed Mr. Cutler $168,060.

ITEM 3.  QUANTATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

As a "smaller  reporting  company" as defined by Item 10 of Regulation  S-K, the
Company is not required to provide information required by this Item.

ITEM 4.  CONTROLS AND PROCEDURES

As of the quarter  ended June 30, 2009,  we conducted an  evaluation,  under the
supervision and with the  participation of our Chief Executive Officer and Chief
Financial  Officer,  of our  disclosure  controls and  procedures (as defined in
Rules 13a-15(e) and 15d-15(e) under the 1934 Act). Based on this evaluation, the
Chief  Executive   Officer  and  Chief  Financial  Officer  concluded  that  our
disclosure  controls and  procedures  are  effective to ensure that  information
required to be  disclosed by us in reports that we file or submit under the 1934
Act is recorded,  processed,  summarized  and  reported  within the time periods
specified in the Securities and Exchange Commission rules and forms.

ITEM 4T. CONTROLS AND PROCEDURES

Our management is responsible for establishing and maintaining adequate internal
control over financial  reporting for the company in accordance  with as defined
in Rules  13a-15(f) and 15d-15(f)  under the Exchange Act. Our internal  control
over financial  reporting is designed to provide reasonable  assurance regarding
the  reliability  of  financial  reporting  and  the  preparation  of  financial
statements  for  external   purposes  in  accordance  with  generally   accepted
accounting  principles.  Our internal control over financial  reporting includes
those policies and procedures that:

     (i)  pertain to the  maintenance  of records that,  in  reasonable  detail,
          accurately and fairly reflect the transactions and dispositions of our
          assets;

    (ii)  provide  reasonable   assurance  that  transactions  are  recorded  as
          necessary to permit preparation

   (iii)  provide reasonable  assurance regarding prevention or timely detection
          of unauthorized

Management's  assessment of the  effectiveness  of the small  business  issuer's
internal  control over  financial  reporting is as of the quarter ended June 30,
2009. We believe that internal control over financial reporting is effective. We
have not identified any, current material weaknesses  considering the nature and
extent of our current operations and any risks or errors in financial  reporting
under current operations.

Because of its inherent  limitations,  internal control over financial reporting
may not prevent or detect misstatements.  Also, projections of any evaluation of

                                       16
<PAGE>

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 quarterly  report does not include an  attestation  report of the Company's
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.

There have been no changes  in the  issuer's  internal  control  over  financial
reporting identified in connection with the evaluation required by paragraph (d)
of Rule  240.15d-15  that occurred  during the issuer's last fiscal quarter that
has  materially  affected,  or is reasonable  likely to materially  affect,  the
issuer's internal control over financial reporting.

                           PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS


Atomic filed for Chapter 7 bankruptcy on June 29, 2009 in a Title 11 Case styled
In re Atomic Paintball,  Case No.  09-34008-7,  now pending in the United States
Bankruptcy Court for the Northern  District of Texas,  Dallas Division.  Cutler,
thereafter,  on June 29, 2009 removed the State Court  Litigation  to the United
States  District  Court for the  Northern  District of Texas,  Dallas  Division,
styled JH Brech, LLC et al. v. Cutler et al., Case No.  3:09-CV1213-G  ("Federal
Litigation").  Plaintiffs in the State Court Litigation,  also on June 29, 2009,
filed a First Amended Petition.  On August 19, 2009, the District Court remanded
the Federal Litigation to the County Court at Law No. 4.

ITEM 2.  CHANGES IN SECURITIES

During the period of April 1, 2009 through  June 30,  2009,  we did not make any
sales or issuances of our unregistered securities.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

We are in default under the terms of a loan note with a former officer, director
and a shareholder  of the Company as described in Note 3 Loan from  Shareholders
in the Notes to Financial Statements above.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

NONE.

ITEM 5.  OTHER INFORMATION

NONE.

ITEM 6.  EXHIBITS

Exhibits.  The  following is a complete  list of exhibits  filed as part of this
Form 10-Q.  Exhibit  numbers  correspond  to the numbers in the Exhibit Table of
Item 601 of Regulation S-K.

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

     Exhibit 32.1 Certification of Principal Executive Officer pursuant to
                  Section 906 of the Sarbanes-Oxley Act


                                       17
<PAGE>

                                   SIGNATURES

In accordance with the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized.

                                     ATOMIC PAINTBALL, INC.




Date: August 19, 2009                By:  /s/ DAVID J. CUTLER
                                          --------------------------------------
                                          David J Cutler
                                          Chief Executive Officer, &
                                          Chief Financial Officer


















                                       18