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 MARCH 31, 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 [ ] No [ X ]

Indicate  the number of share  outstanding  of each of the  issuer's  classes of
common stock, as of the latest  practicable date. As of May 11, 2009, there were
7,488,804  shares of the  registrant's  common stock,  no par value,  issued and
outstanding.


<PAGE>



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

PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements       (Unaudited)                            Page
                                                                           ----

Balance Sheet - March 31, 2009 and December 31, 2008                        3

Statement of Operations  - Three months ended  March 31, 2009 and 2008
and for the period from inception (May 8, 2001) through March 31, 2009      4

Statement of Cash Flows - Three months ended March 31, 2009 and 2008
and for the period from inception (May 8, 2001) through March 31, 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


<PAGE>



                                     PART I

ITEM 1. FINANCIAL STATEMENTS

<TABLE>
<CAPTION>

                                ATOMIC PAINTBALL, INC.
                            (A DEVELOPMENT STAGE COMPANY)

                                    BALANCE SHEETS

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

Current Assets

      Cash & Cash Equivalents                                                             $       1,492      $       2,492

                                                                                            ------------       ------------
                  Total Current Assets                                                            1,492              2,492

                                                                                            ------------       ------------
      TOTAL ASSETS                                                                        $       1,492      $       2,492
                                                                                            ============       ============

                              LIABILITIES & STOCKHOLDERS' DEFICIT

Current Liabilities

      Accounts Payable                                                                    $      23,962      $      32,007
      Accrued Expenses                                                                           17,498             14,986
      Loans from Shareholders                                                                   145,204            125,564

                                                                                            ------------       ------------
                  Total Liabilities, all current                                                186,664            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 March 31, 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 March 31, 2009 and
        December 31, 2008, respectively

      Deficit accumulated during the development stage.                                        (621,963)          (606,855)

                                                                                            ------------       ------------
                  Total Stockholders' Deficit                                                  (185,172)          (170,065)

                                                                                            ------------       ------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                                               $       1,492      $       2,492
                                                                                            ============       ============
</TABLE>

                    See accompanying Notes to Financial Statements.

                                           3

<PAGE>

<TABLE>
<CAPTION>

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

                                                                                     FROM INCEPTION
                                                     THREE MONTHS ENDED              (May 8, 2001)
                                                          MARCH 31,                THROUGH MARCH 31,
                                                   2009              2008                 2009

                                           ------------------   ---------------     -----------------
<S>                                        <C>                 <C>                 <C>

OPERATING EXPENSES

      General and Administrative           $          17,560  $         43,303    $          610,881
      Depreciation and amortization                        -                 -                 6,835
      Gain on Statute Barred Liabilities              (4,964)                -                (4,964)
      Gain on Settlement of Liabilities                    -                 -               (13,600)

                                           ------------------   ---------------     -----------------
      Total Operating Expenses                        12,596            43,303               599,151

OPERATING LOSS                                       (12,596)          (43,303)             (599,151)

OTHER INCOME (EXPENSE)
      Interest Expense                                (2,512)           (1,035)              (22,812)

                                           ------------------   ---------------     -----------------
Net Loss before Income Taxes                         (15,108)          (44,337)             (621,963)

Income tax expense                                         -                 -                     -

                                           ------------------   ---------------     -----------------
NET LOSS                                   $         (15,108) $        (44,337)   $         (621,963)
                                           ==================   ===============     =================

NET LOSS PER COMMON SHARE

      Basic & Diluted                               *                   ($0.01)
                                           ==================   ===============

WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING

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

* Less than ($0.01) per share.
</TABLE>

                              See accompanying Notes to Financial Statements.

                                                     4

<PAGE>

<TABLE>
<CAPTION>

                                     ATOMIC PAINTBALL, INC.
                                 (A DEVELOPMEMENT STAGE COMPANY)
                                     STATEMENT OF CASH FLOWS


                                           (Unaudited)


                                                                                                      FROM INCEPTION
                                                                        THREE MONTHS ENDED            (May 8, 2001)
                                                                              MARCH 31,             THROUGH MARCH 31,
                                                                        2009           2008                2009

                                                                  ---------------------------------------------------
<S>                                                               <C>            <C>                 <C>

CASH FLOW  FROM OPERATING ACTIVITIES

NET LOSS                                                          $      (15,108)$      (44,337)     $      (621,963)

ADJUSTMENTS TO RECONCILE NET LOSS TO NET CASH
PROVIDED BY (USED IN) OPERATING ACTIVITIES
      Depreciation                                                             -              -                6,835
      Loss on Disposal of Fixed Assets                                         -              -                3,464
      Issuance of Common Stock For Services                                    -              -              181,944
      Gain on Statute Barred Liabilities                                  (4,964)             -               (4,964)
      Gain on Settlement of Liabilities                                        -              -              (13,600)

CHANGES IN OPERATING ASSETS & LIABILITIES
      Decrease in Prepaid Expenses                                             -            361                    -
      Decrease in Other Receivables                                            -              -                    -
      Increase (Decrease) in Accounts Payable                             (3,080)        21,030               42,527
      Increase in Accrued Expenses                                         2,512          2,842               17,498

                                                                  ------------------------------       --------------
      Total Cash Flow Used In Operating Activities                       (20,640)       (20,104)            (388,260)

CASH FLOW FROM INVESTING ACTIVITIES
      Purchase of Fixed Assets                                                 -              -              (10,299)
                                                                    -------------   ------------       --------------
      Total Cash Flow Used In Investing Activities                             -              -              (10,299)


CASH FLOW FROM FINANCING ACTIVITIES
      Advances Under Loans From Shareholders                              19,640         19,100              219,051
      Net Proceeds from Issuance of Common Stock Stock                         -              -              106,000
      Net Proceeds from Issuance of Preferred Stock                            -              -               75,000

                                                                    -------------   ------------       --------------
      Total Cash Flow Provided By Financing Activities                    19,640         19,100              400,051

NET (DECREASE) INCREASE IN CASH & CASH EQUIVALENTS                $       (1,000)$       (1,004)     $         1,492
                                                                    =============   ============       ==============

Cash and Cash Equivalents at the beginning of the period          $        2,492 $       14,217      $             -
                                                                    =============   ============       ==============
Cash and Cash Equivalents at the end of the period                $        1,492 $       13,213      $         1,492
                                                                    =============   ============       ==============

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

</TABLE>


                         See accompanying Notes to Financial Statements.

                                                5



<PAGE>




                             ATOMIC PAINTBALL, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 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.

We largely  exhausted our available  funding  during the year ended December 31,
2004 and were forced to reduce our operations to a subsistence level for much of
the year  ended  December  31,  2004  and the  year  ended  December  31,  2005.
Subsequently,  during the years ended December 31 2007 and 2006, we were able to
raise  sufficient  interim  funding  and  issue  shares of our  common  stock as
compensation  to certain  consultants  to accelerate the  implementation  of our
proposed  business  plan.  However,  so far we have  been  unable  to raise  the
substantial additional funding required to fully implement our proposed business
plan.

On October 11, 2007, we filed a Form 10-SB12G with the  Securities  and Exchange
Commission (SEC) seeking to become a fully reporting company pursuant to Section
12 (g) of the Securities  Exchange Act of 1934.  The filing became  effective on
December  10, 2007,  at which time we  succeeded  in becoming a fully  reporting
company pursuant to Section 12 (g) of the Securities Exchange Act of 1934.

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

                                       6
<PAGE>

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.

Effective  October 2008,  FINRA approved  shares of our common stock to trade on
both the Over the Counter  Bulletin  Board and the Pink Sheets under the trading
symbol "ATOC."

On March 31,  2009,  Mr.  Jeffrey  Perlmutter  resigned  as a  director.  We are
actively seeking to appoint a replacement for Mr.  Perlmutter as a non-executive
director.

It is our current  intention,  within our existing level of interim funding,  to
continue to accelerate progress on the implementation of our proposed business.

If we are  successful  in raising  further  equity  finance we plan to establish
corporate offices, hire senior management,  conduct feasibility studies for real
estate  acquisitions  for paintball  locations,  purchase land and equipment for
operating paintball parks, purchase inventory for resale and develop our website
for marketing our paintball games and  miscellaneous  services via the Internet.
We will consider acquiring existing underperforming paintball parks where we can
create value through new capital expenditure and the application of state of the
art  marketing  and  operating  disciplines.  We will  also  consider  acquiring
existing,  established,  profitable  paintball  parks as a means of establishing
rapidly  a  critical  mass of  profitable  operations.  We  would  need to raise
substantial  funds to complete  this business plan and there can be no assurance
that we will be able to raise sufficient equity to fund our strategy.

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
the financial statements not misleading.  Operating results for the three months
ended March 31, 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

                                       7
<PAGE>

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
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 three months ended March 31,
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
three months  ended March 31, 2009 and 2008 or during the period from  inception
(May 8, 2001) through March 31, 2009.


                                       8
<PAGE>

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 three  months  ended  March 31, 2009 and 2008 and during the period from
inception  (May 8,  2001)  through  March 31,  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.

Business  Segments -- We believe  that our  activities  during the three  months
ended March 31, 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

                                       9
<PAGE>

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.   EITFNo.   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.  EITFNo.  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.
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

                                       10
<PAGE>

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
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 October 2008, the FASB issued FSP No. FAS 157-3,  "Determining the Fair Value
of a Financial  Asset When the Market for That Asset is Not  Active,"  ("FSP FAS
157-3"), which clarifies application of SFAS 157 in a market that is not active.
FSP FAS 157-3 was effective  upon  issuance,  including  prior periods for which
financial  statements have not been issued. The adoption of FSP FAS 157-3 had no
impact on the  Company's  results of  operations,  financial  condition  or cash
flows.

                                       11
<PAGE>

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 AND LIQUIDITY:

At March  31,  2009,  we had  total  assets of  $1,492  consisting  of cash,  no
operating business or other source of income,  outstanding  liabilities totaling
$186,664 and a stockholder' deficit of $185,172.

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 December 31, 2008,  we had a
working  capital  deficit of $170,065  and  reported an  accumulated  deficit of
$606,855.

It is our current intention to seek to raise the debt and/or equity financing to
meet ongoing operating  expenses and fully implement our proposed business plan.
There  is no  assurance  that  this  series  of  events  will be  satisfactorily
completed.

The United  States and the global  business  community  is  experiencing  severe
instability in the commercial and investment  banking systems which is likely to
continue to have  far-reaching  effects on the economic  activity in the country

                                       12
<PAGE>

for an indeterminable  period. The long-term impact on the United States economy
and the Company's  operating  activities  and ability to raise capital cannot be
predicted at this time, but may be substantial.

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 March 31, 2009, the Company owed Mr. Cutler $133,127. There can
be no assurance  that Mr. Cutler will  continue to provide such  financing on an
ongoing basis

3. LOANS FROM RELATED  PARTIES - SHAREHOLDERS

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 March 31, 2009, the Company owed Mr. Cutler $133,127. 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
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.

All No shares of our Preferred Stock were issued or outstanding during the three
months ending March 31, 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

                                       13
<PAGE>

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 three months ended March
31, 2009 or 2008.

5. COMMITMENTS AND CONTINGENCIES:

No legal proceedings are pending or threatened to the best of our knowledge.

6. INCOME TAX

We have had losses since our Inception  (May 8, 2001) through March 31, 2009 and
therefore  have not been  subject  to  federal or state  income  taxes.  We have
accumulated tax losses  available for carry forward of  approximately  $622,000.
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.




                                       14
<PAGE>

8. SUBSEQUENT EVENTS

None

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 October 11, 2007, we filed a Form 10-SB12G with the  Securities  and Exchange
Commission (SEC) seeking to become a fully reporting company pursuant to Section
12 (g) of the Securities  Exchange Act of 1934.  The filing became  effective on
December  10, 2007,  at which time we  succeeded  in becoming a fully  reporting
company pursuant to Section 12 (g) of the Securities Exchange Act of 1934.



                                       15
<PAGE>

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,  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.

In October 2008,  FINRA approved shares of our common stock to trade on both the
Over the Counter  Bulletin  Board and the Pink Sheets  under the trading  symbol
"ATOC."

On March 31,  2009,  Mr.  Jeffrey  Perlmutter  resigned  as a  director.  We are
actively seeking to appoint a replacement for Mr.  Perlmutter as a non-executive
director.

It is our current  intention,  within our existing level of interim funding,  to
continue to accelerate progress on the implementation of our proposed business.

PLAN OF OPERATIONS

We intend to attempt to raise $250,000 in an initial  private  placement to fund
our business plan.

Our proposed operating budget is:

Accounting and legal expenses                              $   10,000
Salaries and wages                                            100,000
Feasibility                                                    50,000
Marketing                                                      30,000
Development of website                                         10,000
Travel and administrative                                      25,000
Office expenses                                                25,000
                                                          ------------
                                                           $  250,000
                                                          ============

We are also  seeking to raise an  additional  $250,000  that  would  allow us to
complete an initial "pilot" acquisition of a small paintball field.

                                       16
<PAGE>

If we are  successful in raising  further equity  finance,  we plan to establish
corporate offices, hire senior management,  conduct feasibility studies for real
estate  acquisitions  for paintball  locations,  purchase land and equipment for
operating paintball parks, purchase inventory for resale and develop our website
for marketing our paintball games and  miscellaneous  services via the Internet.
We will consider acquiring existing underperforming paintball parks where we can
create value through new capital expenditure and the application of state of the
art  marketing  and  operating  disciplines.  We will  also  consider  acquiring
existing,  established,  profitable  paintball  parks as a means of establishing
rapidly  a  critical  mass of  profitable  operations.  We  would  need to raise
substantial  funds to complete  this business plan and there can be no assurance
that we will be able to raise sufficient equity to fund our strategy.

There can be no  assurance  we will be able to raise  sufficient  debt or equity
financing to fund ongoing  operations and 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,  be able to identify or  successfully  negotiate  to
acquire assets or businesses in the paintball sector in return for shares of our
common stock,  or that any  stockholder  will realize any return on their shares
after any such transactions have been completed.

Liquidity and Capital Resources

At March 31, 2009, we had total assets of $1,492  consisting  solely of cash, no
operating business or other source of income,  outstanding  liabilities totaling
$186,664 and a stockholder' deficit of $185,172.

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 December 31, 2008,  we had a
working  capital  deficit of $170,065  and  reported an  accumulated  deficit of
$606,855.

It is our current intention to seek to raise the debt and/or equity financing to
meet ongoing operating  expenses and fully implement our proposed business plan.
There  is no  assurance  that  this  series  of  events  will be  satisfactorily
completed.

The United  States and the global  business  community  is  experiencing  severe
instability in the commercial and investment  banking systems which is likely to
continue to have  far-reaching  effects on the economic  activity in the country

                                       17
<PAGE>

for an indeterminable  period. The long-term impact on the United States economy
and the Company's  operating  activities  and ability to raise capital cannot be
predicted at this time, but may be substantial.

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 March 31, 2009, the Company owed Mr. Cutler $133,127. There can
be no assurance  that Mr. Cutler will  continue to provide such  financing on an
ongoing basis

RESULTS OF OPERATIONS

THREE MONTHS  ENDED MARCH 31, 2009  COMPARED TO THE THREE MONTHS ENDED MARCH 31,
2008

During the three  months  ended  March 31,  2009 and 2008,  the  Company did not
recognize any revenues from its operations.

General and Administrative Expenses

During the three months ended March 31, 2009, we incurred $17,560 in general and
administrative  expenses compared to $43,303 in the three months ended March 31,
2008, a decrease of $25,743.

During the three months ended March 31, 2008, we incurred substantial consulting
and  professional  fees in order to achieve  our listing on the Over the Counter
Bulletin  Board and the Pink Sheets which was finally  completed in May 2008. No
such  expenditure  was required in the three  months  ended March 31, 2009,  and
consequently our general and administrative expenses were substantially lower in
this period as compared to the prior year.

Gain on Statute Barred Liabilities During the three months ended March 31, 2009,
we recognized a gain on statute barred  liabilities  of $4,964  compared to a no
gain on statute barred  liabilities in the three months ended March 31, 2008, an
increase of $4,964.

During the three months ended March 31, 2009, outstanding liabilities, which had
been incurred more than four years ago, were statute barred under the state laws
of Texas and we recognized a gain on these statute barred liabilities of $4,964.
No outstanding  liabilities  were statute barred in the three months ended March
31, 2008.

Interest Expense

We recognized an interest  expense of $2,512 during the three months ended March
31, 2009,  compared to $1,035  during the three months ended March 31, 2008,  an
increase of $1,477. This interest expense relates to the interest accrued on the
loan made to us by certain of our officers and shareholders. The increase in the
amount of interest  between the two periods reflects the increase in the average
principal  balance  of the loans  made to us by our  officers  and  shareholders
between the two periods.



                                       18
<PAGE>

Provision for Income Taxes

No provision  for income taxes was required  during the three months ended March
31, 2009 or 2008, as we generated tax losses in both periods.

Net Loss and Comprehensive Loss

During the three  months  ended  March 31,  2009,  we  recognized  a net loss of
$15,108  compared to a net loss of $44,337  during the three  months ended March
31, 2008, a decrease of $29,229 due to the factors discussed above.

The  comprehensive  loss was  identical  to the net loss  during  both the three
months ended March 31, 2009 and 2008.

CASH FLOW  INFORMATION FOR THE THREE MONTHS ENDED MARCH 31, 2008 COMPARED TO THE
THREE MONTHS ENDED MARCH 31, 2007

At March  31,  2009,  we had  total  assets of  $1,492  consisting  of cash,  no
operating business or other source of income,  outstanding  liabilities totaling
$186,664 and a stockholder' deficit of $185,172.

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 December 31, 2008,  we had a
working  capital  deficit of $170,065  and  reported an  accumulated  deficit of
$606,855.

It is our current intention to seek to raise the debt and/or equity financing to
meet ongoing operating  expenses and fully implement our proposed business plan.
There  is no  assurance  that  this  series  of  events  will be  satisfactorily
completed.

The United  States and the global  business  community  is  experiencing  severe
instability in the commercial and investment  banking systems which is likely to
continue to have  far-reaching  effects on the economic  activity in the country
for an indeterminable  period. The long-term impact on the United States economy
and the Company's  operating  activities  and ability to raise capital cannot be
predicted at this time, but it may be substantial.  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 March 31, 2009,
the Company owed Mr. Cutler $133,127.  There can be no assurance that Mr. Cutler
will continue to provide such financing on an ongoing basis.

Net cash used in  operations  in the three  months  ended  March 31,  2009,  was
$20,640  almost  identical  to $20,104  used in the three months ended March 31,
2008. In the three months ended March 31, 2009, our net losses, after adjustment
for  non-cash  items,  resulted in a negative  cash flow of  $20,072,  which was
partially offset by a positive cash flow of $562 generated from the net movement
in our operating assets and liabilities.  This compares with net losses, without

                                       19
<PAGE>

any need for adjustment for non-cash items, of $44,337 in the three months ended
March 31, 2008,  which was  partially  offset by a positive cash flow of $24,233
generated from the net movement in our operating assets and liabilities.

No cash was provided by or used in investing  activities during the three months
ended March 31, 2009 or 2008.

Net cash  provided by financing  activities  during the three months ended March
31, 2009, was $19,640 almost identical to $19,100 net cash provided by financing
activities during the three months ended March 31, 2008.

Consequently,  we are now dependent on raising  additional equity and/or debt to
fund any  negotiated  settlements  with our  outstanding  creditors and meet our
ongoing operating expenses.  There is no assurance that we will be able to raise
the  necessary  equity  and/or  debt that we will  need to be able to  negotiate
acceptable  settlements  with our  outstanding  creditors  or fund  our  ongoing
operating expenses.

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 March 31, 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 of financial  statements in accordance
          with generally accepted accounting  principles,  and that our receipts
          and expenditures are being made only in accordance with authorizations
          of our management and directors; and

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     (iii)provide reasonable  assurance regarding prevention or timely detection
          of  unauthorized  acquisition,  use or  disposition of our assets that
          could have a material effect on our financial statements.

Management's  assessment of the  effectiveness  of the small  business  issuer's
internal  control over financial  reporting is as of the quarter ended March 31,
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
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.














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                           PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

No legal proceedings are pending or threatened to the best of our knowledge.

ITEM 2.  CHANGES IN SECURITIES

During the three  months  ended March 31, 2009 and 2008 the Company did not make
any sales or issuances of its 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


















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                                   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: May 13, 2009                       By: /s/ DAVID J. CUTLER
                                             -----------------------------------
                                             David J Cutler
                                             Chief Executive Officer &
                                             Chief Financial Officer
























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