UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C.  20549
 
 (Mark One)
 Form 10-Q
 
 [√]
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 For the quarterly period ended March 31, 2011
 
 or
 
 [ ]
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 For the transition period from __________________ to __________________________Commission file number: 0-52856
 
 Atomic Paintball, Inc.(Name of registrant as specified in its charter)
 
 Texas
75-2942917(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
 
 2600 E. Southlake Blvd., Suite 120-366, Southlake, TX
76092(Address of principal executive offices)
(Zip Code)
 
 (817) 491-8611(Registrant's telephone number, including area code)
 
 
 not applicable(Former name, former address and former fiscal year, if changed since last report)
 
 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
 
 Indicate by check mark whether the registrant is a large accelerated filer, 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
o
Accelerated filer
oNon-accelerated filer
o
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 o
 
 Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.  4,278,549 shares of common stock are issued and outstanding as of May 10, 2011.
   
 
 TABLE OF CONTENTS
 
 Page No.PART I. - FINANCIAL INFORMATIONItem 1.
Financial Statements.
3Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations.
7Item 3.
Quantative and Qualitative Disclosures About Market Risk.
8Item 4.
Controls and Procedures.
8PART II - OTHER INFORMATIONItem 1.
Legal Proceedings.
8Item 1A.
Risk Factors.
8Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds.
9Item 3.
Defaults Upon Senior Securities.
9Item 4.
(Removed and Reserved).
9Item 5.
Other Information.
9Item 6.
Exhibits.
9
 
 CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
 
 This report contains forward-looking statements. These forward-looking statements are subject to known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.  These forward-looking statements include, among others, the following:
 
 •
our ability to raise sufficient working capital necessary to continue to implement our business plan and satisfy our obligations as they become due,
 •
our ability to continue as a going concern,
 •
our ability to develop revenue producing operations,
 •
our ability to establish our brand and effectively compete in our target market, and
 •
risks associated with the external factors that impact our operations, including economic and leisure trends.
 
 Forward-looking statements are typically identified by use of terms such as “may”, “could”, “should”, “expect”, “plan”, “project”, “intend”, “anticipate”, “believe”, “estimate”, “predict”, “potential”, “pursue”, “target” or “continue”, the negative of such terms or other comparable terminology, although some forward-looking statements may be expressed differently.  The forward-looking statements contained in this report are largely based on our expectations, which reflect estimates and assumptions made by our management.  These estimates and assumptions reflect our best judgment based on currently known market conditions and other factors.  Although we believe such estimates and assumptions to be reasonable, they are inherently uncertain and involve a number of risks and uncertainties that are beyond our control.  In addition, management’s assumptions about future events may prove to be inaccurate.  Management cautions all readers that the forward-looking statements contained in this report are not guarantees of future performance, and we cannot assure any reader that such statements will be realized or the forward-looking events and circumstances will occur.  Actual results may differ materially from those anticipated or implied in the forward-looking statements.   You should consider the areas of risk described in connection with any forward-looking statements that may be made herein.  You should also consider carefully the statements under Item 1A. Risk Factors appearing in our Annual Report on Form 10-K for the year ended December 31, 2010 which address additional factors that could cause our actual results to differ from those set forth in the forward-looking statements.  Readers are cautioned not to place undue reliance on these forward-looking statements and readers should carefully review this report in its entirety, including the risks described in Item 1A. - Risk Factors of our Annual Report on Form 10-K for the year ended December 31, 2010.  Except for our ongoing obligations to disclose material information under the Federal securities laws, we undertake no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events.  These forward-looking statements speak only as of the date of this report, and you should not rely on these statements without also considering the risks and uncertainties associated with these statements and our business.
 
 OTHER PERTINENT INFORMATION
 
 Unless specifically set forth to the contrary, when used in this report the terms “Atomic Paintball,” "we"", "our", the "Company" and similar terms refer to Atomic Paintball, Inc., a Texas corporation.  In addition, when used herein and unless specifically set forth to the contrary, “First Quarter 2011” refers to the three months ended March 31, 2011, “First Quarter 2010” refers to the three months ended March 31, 2010, “2010” refers to the year ended December 31, 2010 and “2011” refers to the year ending December 31, 2011.   The information which appears on our website at www.atomicpaintballparks.com is not part of this report.
   2
 
 PART 1 - FINANCIAL INFORMATION
 
 Item 1.                  Financial Statements.
 
  ATOMIC PAINTBALL, INC.(A DEVELOPMENT STAGE COMPANY)BALANCE SHEETSMarch 31,


DECEMBER 31,2011


2010(Unaudited)ASSETSCurrent AssetsCash & cash equivalents

$
180


$
85Prepaid expenses


-



6,699TOTAL ASSETS

$
180


$
6,784LIABILITIES AND STOCKHOLDERS' DEFICITCurrent LiabilitiesAccounts Payable

$
147,712


$
134,156Due to related party


54,177



45,444Accrued Interest


5,776



5,586Note payable - related party


11,846



11,846Total Current Liabilities


219,511



197,032Convertible note payable - related party


143,733



143,733Total Liabilities


363,244



340,765COMMITMENTS AND CONTINGENCIESSTOCKHOLDERS' DEFICITPreferred Stock, no par value: 2,000,000 shares authorized


-



-Series A Convertible Preferred Stock, no par value; 400,000 shares authorizedno shares issued and outstanding as of March 31, 2011 and  December 31, 2010


-



-Common Stock, no par value: 10,000,000 shares authorized,4,278,549 and 4,178,549 shares issued and outstanding as at March 31, 2011and December 31, 2010, respectively


566,790



526,790Additional paid in capital


204,218



236,218Deficit accumulated during the development stage


(1,134,072
)


(1,096,989
)Total Stockholders' Deficit


(363,064
)


(333,981
)TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT

$
180


$
6,784
   See accompanying Notes to Financial Statements.
   3
  ATOMIC PAINTBALL, INC.(A DEVELOPMENT STAGE COMPANY)STATEMENTS OF OPERATIONS(Unaudited)FROM INCEPTIONFor the Three Months Ended


(May 8, 2001)March 31,


Through2011


2010


March 31, 2011OPERATING EXPENSESGeneral and Administrative

$
34,767


$
136,919


$
1,087,160Depreciation and amortization


-



-



6,835Total Operating Income / (Expenses)


34,767



136,919



1,093,995OPERATING LOSS


(34,767
)


(136,919
)


(1,093,995
)OTHER INCOME (EXPENSE)Interest Expense


(2,316
)


(1,078
)


(40,077
)Loss before Income Taxes


(37,083
)


(137,997
)


(1,134,072
)Income tax expense


-



-



-NET INCOME / (LOSS)

$
(37,083
)

$
(137,997
)

$
(1,134,072
)NET LOSS PER COMMON SHAREBasic & Diluted

$
(0.01
)

$
(0.03
)WEIGHTED AVERAGE NUMBER OFCOMMON SHARES OUTSTANDINGBasic & Diluted


4,239,660



4,906,436
  See accompanying Notes to Financial Statements.
   4
  ATOMIC PAINTBALL, INC.(A DEVELOPMENT STAGE COMPANY)STATEMENTS OF CASH FLOWS(UNAUDITED)FROM INCEPTIONFor the Three Months Ended


(May 8, 2001)March 31,


THROUGH2011


2010


MARCH 31, 2011CASH FLOW  FROM OPERATING ACTIVITIESNET LOSS

$
(37,083
)

$
(137,997
)

$
(1,134,072
)ADJUSTMENTS TO RECONCILE NET LOSS TO NET CASHPROVIDED BY (USED IN) OPERATING ACTIVITIESDepreciation


-



-



6,835Loss on Disposal of Fixed Assets


-



-



3,464Issuance of Common Stock For Services


7,000



90,000



311,944Capital contribution of services


1,000



-



5,000Gain on Settlement of Liabilities


-



-



(13,600
)CHANGES IN OPERATING ASSETS & LIABILITIESIncrease (decrease) in prepaid expenses


6,699



-



-Increase (decrease) in accounts payable


13,556



47,859



320,045Increase in accrued expenses


190



(4,767
)


21,933Increase is due to related party


-



-



-Total Cash Flow Used In Operating Activities


(8,638
)


(4,905
)


(478,451
)CASH FLOW FROM INVESTING ACTIVITIESPurchase of Fixed Assets


-



-



(10,299
)Total Cash Flow Used In Investing Activities


-



-



(10,299
)CASH FLOW FROM FINANCING ACTIVITIESAdvances Under Loans From Shareholders


8,733



5,005



307,930Net Proceeds from Issuance of Common Stock


-



-



106,000Net Proceeds from Issuance of Preferred Stock


-



-



75,000Total Cash Flow Provided By Financing Activities


8,733



5,005



488,930NET (DECREASE) INCREASE IN CASH & CASH EQUIVALENTS

$
95


$
100


$
180Cash and Cash Equivalents at the beginning of the period

$
85


$
-


$
-Cash and Cash Equivalents at the end of the period

$
180


$
100


$
180SUPPLEMENTAL SCHEDULE OF CASH FLOW INFORMATIONCash paid for interest

$
-


$
-


$
207Cash paid for income tax

$
-


$
-


$
-Conversion of accounts payable to long term debt

$



$
143,733


$
143,733Forgivesness of amounts owed to related party

$



$
199,218


$
199,218Conversion of preferred stock to common stock

$
-


$
-


$
75,000
  See accompanying Notes to Financial Statements.
   5
   ATOMIC PAINTBALL, INC.
 (A DEVELOPMENT STAGE COMPANY)
 NOTES TO THE FINANCIAL STATEMENTS
 March 31, 2011
 
 NOTE 1. NATURE OF OPERATIONS, BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES.
 
 NATURE OF OPERATIONS
 
 Atomic Paintball, Inc. (the “Company”) 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 its to be established facilities and through a website.  The Company has established a website at www.atomicpaintballparks.com.
 
 During the three months ended March 31, 2011 and 2010, we focused on completing those actions necessary to the implement our business plan.
 
 BASIS OF PRESENTATION
 
 Interim Accounting
 
 The accompanying unaudited consolidated financial statements 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 the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three month period ended March 31, 2011, are not necessarily indicative of the results that may be expected for the year ended December 31, 2011.
 
 The Company's 10-K for the year ended December 31, 2010, filed on April 14, 2011, should be read in conjunction with this report.
 
 Reclassifications
 
 Certain amounts in the prior period financial statements have been reclassified to conform to the current period presentation.  The prior period presentation of discontinued operations has been reclassified based on the dismissal of the Chapter 7 proceeding in January, 2010.
 
 NOTE 2.              RELATED PARTY TRANSACTIONS.
 
 On March 29, 2010, the Company entered into a $143,733 Convertible Promissory Note with J.H. Brech LLC, a related party. The Note accrues interest at 6% per annum and is due two years from the date of the Note.  Under the terms of the Note, J.H. Brech LLC has the right to convert all or part of the principal balance and accrued interest due under the Note into shares of the Company’s common stock at a conversion price of $0.50 per share. At March 31, 2011 and December 31, 2010 accrued interest amounted to $8,671 and $6,545, and is included with the balance due to related party.
 
 Two of our Directors each waived the director fees due them for the quarter ended March 31, 2011 and the Company recorded that amount as a capital contribution of $1,000 in services.
 
 In February 2011 the Company issued a total of 100,000 shares of common stock valued at $40,000.  The fair value was determined based on the quoted market price on the date of grant, February 2010.  $33,000 of the associated expense was recognized in 2010, and the remaining $7,000 has been recognized in the quarter ended March 31, 2011.  Because the Company’s common stock does not have a par value, the Company also reclassified the $33,000 recognized in 2010 from additional paid-in-capital upon actual issuance of the stock in 2011, so that the result of the issuance is an increase in common stock of $40,000.
 
 NOTE 3.              COMMITMENTS AND CONTINGENCIES.
 
 At managements option, the Company has the right to convert $94,362 of legal invoices to common stock at the price of $.50 per share. As of March 31, 2011 management has not exercised the right.
 
 Management is not aware of any pending or threatened litigation involving the Company.
   6
 
 Item 2.                  Management's Discussion and Analysis of Financial Condition and Results of Operations.
 
 The following discussion of our financial condition and results of operations for the three months ended March 31, 2011 and 2010 should be read in conjunction with the financial statements and the notes to those statements that are included elsewhere in this report. Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors, including those set forth under the Item 1A. Risk Factors and Cautionary Notice Regarding Forward-Looking Statements and Business sections of our Annual Report on Form 10-K for the year ended December 31, 2010.  We use words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” and similar expressions to identify forward-looking statements.
 
 Overview
  We are a development stage company formed in 2001.  Our business model is 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.  Our actions taken to date have consisted of organizing our company, designing our business plan, including interviews with industry participants, visits to paintball field and retail facilities, evaluating website development firms, architectural firms, trademark attorneys, and suppliers of paintball markers, paintballs, and equipment, as well as real estate brokers.
 
 Going Concern
 
 We reported a net loss of $37,083 for the First Quarter 2011 and we have incurred net losses of approximately $1.1 million since inception through March 31, 2011.  The report of our independent registered public accounting firm on our financial statements for the year ended December 31, 2010 contains an explanatory paragraph regarding our ability to continue as a going concern based upon our operating losses and need to raise additional capital.  These factors, among others, raise substantial doubt about our ability to continue as a going concern. Our financial statements do not include any adjustments that might result from the outcome of this uncertainty.  There are no assurances we will be successful in our efforts to increase our revenues and report profitable operations or to continue as a going concern, in which event investors would lose their entire investment in our company.
 
 Plan of Operations
 
 To date, we have funded our activities through debt as well as through working capital advances from a related party.  In order to fully organize our company and implement the first phase of our business model, we will need to raise approximately $500,000.  Given the development stage nature of our company and the current status of the capital markets, there are no assurances we will be able to raise the necessary capital.  Even if we are ultimately able to raise the capital, there are no assurances that our business model will be successful or that we will ever develop any revenue generating operations.  However, assuming we are able to raise the capital, we expect to begin the launch of phase one of operating plans within six to nine months of receiving the capital.
 
 Results of Operations
 
 Our general and administrative expenses primarily include legal and accounting fees and fees and costs of our transfer agent and non-cash compensation expenses for our executive officer and independent director.  General and administrative expenses decreased 74% for the First Quarter 2011 from the First Quarter 2010 primarily as a result of decreased legal fees.  We expect that these expenses will continue to decrease during 2011 from the comparable periods in 2010 as a result of the one-time nature of certain of the expenses in 2010, however, we expect general and administrative expenses will increase significantly once we begin to further implement our business plan, although we are unable at this time to quantify the actual amount of this anticipated increase as it will be based upon our varying level of operations.
 
 Interest expense represents a non-cash expense representing interest on a notes payable in the principal amount of $10,900 due to a former officer which is presently past due, as well as interest on a related party convertible note payable in the principal amount of $143,733 which matures in March 2012.  The 115% increase in interest expense in the First Quarter 2011 as compared to the First Quarter 2010 is the result of increased borrowings during the 2011 period.
 
 Liquidity and Capital Resources
 
 Liquidity is the ability of a company to generate sufficient cash to satisfy its needs for cash.  At March 31, 2011 we had a working capital deficit of $219,331 as compared to a working capital deficit of $190,248 at December 31, 2010.  Our current liabilities increased approximately 11% at March 31, 2011 from December 31, 2010 primarily related to amounts due a related party and our lack of sufficient working capital.  Accounts payable increased approximately 10% and amounts due a related party for working capital advances increased 19% at March 31, 2011 from December 31, 2010.  These amounts are non-interest bearing and due on demand.
   7
 
 Net cash used by operating activities in the First Quarter 2011 was $8,638 as compared to net cash used by operating activities of $4,905 in the First Quarter 2010.  During the First Quarter 2011, net cash used in operating activities principally included a $7,000 non-cash expense for stock-based compensation, together with increases in accounts payable, accrued expenses and amounts due a related party.  During the First Quarter 2010, net cash provided by operating activities included $90,000 in non-cash expense for stock-based compensation, and an increase in accounts payable, offset by a decrease in accrued expenses.  We did not generate or use any cash from investing activities in either the First Quarter 2010 or the First Quarter 2010.  During both the First Quarter 2011 and the First Quarter 2010, net cash provided by financing activities represented working capital advances from a related party.
 
 We do not currently have any revenue producing operations and we are dependent upon advances from a related party to fund our ongoing general and administrative expenses and satisfy our obligations.  As described elsewhere herein, we need to initially raise $500,000 to fund the initial launch of our business plan.  We do not have any agreements or understanding with any third party to provide this financing.  Until we can raise the necessary funds, we will be unable to further implement our business plan.  Given the development stage nature of our company and the thinly traded nature of the public market for our common stock, there are no assurances we will be able to raise the necessary capital.  If we are unable to raise capital as necessary, our ability to continue as a going concern is in jeopardy and investors could lose their entire investment in our company.
 
 Critical Accounting Policies
 
 The discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
 
 A summary of significant accounting policies is included in Note 1 to the financial statements included in this report.  Our  management believes that the application of these policies on a consistent basis enables us to provide useful and reliable financial information about our operating results and financial condition.
 
 Item 3.                  Quantitative and Qualitative Disclosures About Market Risk.
 
 Not applicable for a smaller reporting company.
 
 Item 4.                  Controls and Procedures.
 
 Evaluation of Disclosure Controls and Procedures.  We maintain “disclosure controls and procedures” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934.  In designing and evaluating our disclosure controls and procedures, our management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of disclosure controls and procedures are met.  Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures.  The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.  Based on his evaluation as of the end of the period covered by this report, our Chief Executive Officer who also serves as our principal financial and accounting officer, has concluded that our disclosure controls and procedures were effective such that the information relating to our company, required to be disclosed in our Securities and Exchange Commission reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and (ii) is accumulated and communicated to our management, including our Chief Executive Officer, to allow timely decisions regarding required disclosure.
 
 Changes in Internal Control over Financial Reporting.There have been no changes in our internal control over financial reporting during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
 
 PART II - OTHER INFORMATION
 
 Item 1.                  Legal Proceedings.
 
 None.
 
 Item 1A.               Risk Factors.
 
 Not applicable for a smaller reporting company.
   8
 
 Item 2.                   Unregistered Sales of Equity Securities and Use of Proceeds.
 
 None.
 
 Item 3.                  Defaults Upon Senior Securities.
 
 None.
 
 Item 4.                  (Removed and Reserved).
 
 Item 5.                  Other Information.
 
 None.
 
 Item 6.                  Exhibits.
 
 No.
Description31.1
Rule 13a-14(a)/ 15d-14(a) Certification of Chief Executive Officer *31.2
Rule 13a-14(a)/ 15d-14(a) Certification of principal financial and accounting officer *32.1
Section 1350 Certification of Chief Executive Officer and principal financial and accounting officer *
 
 *           filed herewith
 
 SIGNATURES
 Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 Atomic Paintball, Inc.May 12, 2011
By: /s/ Don Mark DomineyDon Mark Dominey, Chief Executive Officer
 
 
 
 9