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 SEPTEBER 30, 2010

[  ] 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)

          2600 E. Southlake Blvd., Ste 120-366, Southlake, Texas, 76092
          -------------------------------------------------------------
                    (Address of principal executive offices)

                                 (817) 491-8611
                                ----------------
                         (Registrant's Telephone number)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the past 12 months (or for such shorter  period that the registrant was required
to file such reports),  and (2) has been subject to the filing  requirements for
the past 90 days.   Yes [X]   No [ ]

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

Indicate by check mark whether the  registrant is a large  accelerated  file, an
accelerated filer, a non-accelerated  filer, or a smaller reporting company. See
the definitions of "large accelerated  filer,"  "accelerated filer" and "smaller
reporting  company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer [ ]  Accelerated  filer [ ]
Non-accelerated  filer [ ] (Do not check if a smaller reporting company)
Smaller reporting company [X]

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


<PAGE>




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

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

Indicate  the number of share  outstanding  of each of the  issuer's  classes of
common stock, as of the latest  practicable date. As of November 18, 2010, there
were 4,178,549 shares of the registrant's common stock, no par value, issued and
outstanding.


<PAGE>

<TABLE>
<CAPTION>


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

PART I - FINANCIAL INFORMATION

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

Balance Sheet - September 30, 2010 and December 31, 2009                                   3

Statement of  Operations - Three and Nine months ended September 30, 2010 and
2009 and for the period from Inception (May 8, 2001) through
September 30, 2010                                                                         4

Statement of Cash Flows -Nine months ended September 30, 2010 and 2009
and for the period from Inception (May 8, 2001) through September 30, 2010                 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

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings                                                                 19

Item 1A. Risk Factors - Not Applicable                                                     19

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

Item 3.  Defaults Upon Senior Securities                                                   19

Item 4.  Removed and Reserved                                                              19

Item 5.  Other Information                                                                 19

Item 6.  Exhibits                                                                          19

SIGNATURES                                                                                 20
</TABLE>


<PAGE>



                                     PART I

ITEM 1. FINANCIAL STATEMENTS

<TABLE>
<CAPTION>

                                     ATOMIC PAINTBALL, INC.
                                 (A DEVELOPMENT STAGE COMPANY)

                                                                                           September 30,         DECEMBER 31,
                                                                                               2010                  2009
                                                                                          ---------------       ----------------
                                                                                           (Unaudited)
<S>                                                                                     <C>                   <C>

                          ASSETS

Current Assets
      Cash & Cash Equivalents                                                           $             85      $               -
                                                                                          ---------------       ----------------
                Total Current Assets                                                                  85                      -

                                                                                          ---------------       ----------------
      TOTAL ASSETS                                                                      $             85      $               -
                                                                                          ===============       ================

                          LIABILITIES & STOCKHOLDERS' DEFICIT

Current Liabilities

      Accounts Payable                                                                  $        133,571      $         150,742
      Accrued Interest                                                                             9,763                 20,973
      Loans from Shareholders                                                                     11,846                179,907
                                                                                          ---------------       ----------------
                Total Liabilities, all current                                                   155,180                351,622
                                                                                          ---------------       ----------------


      Convertible Note Payable                                                                   143,733                      -
                                                                                          ---------------       ----------------
Total Liabilities                                                                                298,913                351,622
                                                                                          ---------------       ----------------

COMMITMENTS AND CONTINGENCIES

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 September 30, 2010 and  December 31, 2009               -                      -
      Common Stock, no par value: 10,000,000 shares authorized,
        4,178,549  and 7,488,804 shares issued and outstanding as at  September 30, 2010
        and December 31, 2009, respectively                                                      528,790                436,790
      Additional paid in capital                                                                 199,218                      0
      Deficit accumulated during the development stage.                                       (1,026,836)              (788,412)
                                                                                          ---------------       ----------------
                Total Stockholders' Deficit                                                     (298,828)              (351,622)

                                                                                          ---------------       ----------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                                               $           85        $             -
                                                                                          ===============       ================

                                 See accompanying Notes to Financial Statements.
                                                       3
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

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

                                                                                                            FROM INCEPTION
                                                                                                             (May 8, 2001)
                                            Three Months Ended                    Nine Months Ended             THROUGH
                                              September 30,                          September 30,            SEPTEMBER 30,
                                     -----------------------------------    ------------------------------
                                            2010            2009                  2010           2009            2010
                                       ---------------  --------------        -------------  -------------  ----------------
<S>                                  <C>              <C>                  <C>                            <C>

OPERATING EXPENSES

     General and Administrative      $         (1,339)$        20,489       $      232,636 $       84,734 $         984,609
     Depreciation and amortization                  -               -                    -              -             6,835

                                     -----------------  --------------      ---------------  -------------  ----------------
     Total Operating Income / (Expenses)       (1,339)         20,489              232,636         84,734           991,444

OPERATING LOSS                                  1,339         (20,489)            (232,636)       (84,734)         (991,444)

OTHER INCOME (EXPENSE)
     Interest Expense                          (2,368)         (3,910)              (5,788)        (9,305)          (35,392)

                                     -----------------  --------------      ---------------  -------------  ----------------
Loss before Income Taxes                       (1,029)        (24,399)            (238,424)       (94,039)       (1,026,836)

Income tax expense                                  -               -                    -              -                 -

                                     -----------------  --------------      ---------------  -------------  ----------------
NET INCOME / (LOSS)                  $         (1,029)$       (24,399)      $     (238,424)$      (94,039)$      (1,026,836)
                                     =================  ==============      ===============  =============  ================

NET LOSS PER COMMON SHARE

     Basic & Diluted                           ($0.00)         ($0.00)              ($0.05)        ($0.01)
                                     =================  ==============      ===============  =============

WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING

     Basic & Diluted                     4,178,549        7,488,804            4,399,593      7,488,804
                                     =================  ================    ===============  =============


                                 See accompanying Notes to Financial Statements.
                                                       4
</TABLE>


<PAGE>

<TABLE>
<CAPTION>

                                     ATOMIC PAINTBALL, INC.
                                 (A DEVELOPMENT STAGE COMPANY)
                                    STATEMENTS OF CASH FLOWS
                                          (UNAUDITED)


                                                                                        FROM INCEPTION
                                                           NINE MONTHS ENDED            (May 8, 2001)
                                                             SEPTEMBER 30,                 THROUGH
                                                            2010          2009        SEPTEMBER 30, 2010

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

CASH FLOW  FROM OPERATING ACTIVITIES

NET LOSS                                               $    (238,424)$    (94,039)  $       (1,026,836)

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                    90,000            -              271,944
     Capital contribution of services                          2,000                             2,000
     Gain on Settlement of Liabilities                             -       (4,964)             (13,600)
CHANGES IN OPERATING ASSETS & LIABILITIES
     Increase (Decrease) in Accounts Payable                 129,716       18,165              294,058
     Increase in Accrued Expenses                              4,947        7,804               25,920

                                                       ---------------------------    -----------------
     Total Cash Flow Used In Operating Activities            (11,761)     (73,034)            (436,215)

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                   11,846       73,084              265,599
     Net Proceeds from Issuance of Common Stock                    -            -              106,000
     Net Proceeds from Issuance of Preferred Stock                 -            -               75,000

                                                         ------------  -----------    -----------------
     Total Cash Flow Provided By Financing Activities         11,846       73,084              446,599

NET (DECREASE) INCREASE IN CASH & CASH EQUIVALENTS     $          85 $         50   $               85
                                                         ============  ===========    =================

Cash and Cash Equivalents at the beginning of the period $         - $          -   $                -
                                                         ============  ===========    =================
Cash and Cash Equivalents at the end of the period     $          85 $         50   $               85
                                                         ============  ===========    =================

SUPPLEMENTAL SCHEDULE OF CASH FLOW INFORMATION
Cash paid for interest                                 $           - $          -   $              207
                                                         ============  ===========    =================
Cash paid for income tax                               $           - $          -   $                -
                                                         ============  ===========    =================
Conversion of accounts payable to long term debt       $     143,733 $          -   $          143,733
                                                         ============  ===========    =================
Forgives of amounts owed to related party              $     199,218 $          -   $          199,218
                                                         ============  ===========    =================
Conversion of preferred stock to common stock          $             $          -   $           75,000
                                                         ============  ===========    =================

                         See accompanying Notes to Financial Statements.
                                               5
</TABLE>


<PAGE>



                             ATOMIC PAINTBALL, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                            FOR THE NINE MONTHS ENDED
                           SEPTEMBER 30, 2010 and 2009
                                   (UNAUDITED)

1.  NATURE OF  OPERATIONS,  BASIS OF  PRESENTATION  AND  SIGNIFICANT  ACCOUNTING
POLICIES:

Nature of Operations -- 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  Company has
established a website at www.atomicpaintballparks.com.

During the year ended December 31, 2009 and the nine months ended  September 30,
2010,  we focused on  completing  those  actions  necessary to the implement our
business plan.

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.

BASIS OF PRESENTATION

Development Stage Company

The  Company  has not  earned  significant  revenues  from  planned  operations.
Accordingly,  the  Company's  activities  have been  accounted for as those of a
"Development  Stage  Company."  Among  the  disclosures   required  by  ASC  915
"Development  Stage  Entities"  are that the Company's  financial  statements of
operations, stockholders' equity and cash flows disclose activity since the date
of the Company's inception.

Interim Presentation

In the opinion of the  management  of the Company,  the  accompanying  unaudited
financial statements include all material adjustments,  including all normal and
recurring  adjustments,  considered  necessary to present  fairly the  financial
position and  operating  results of the Company for the periods  presented.  The
financial  statements and notes do not contain certain  information  included in
the Company's  financial  statements for the year ended December 31, 2009. It is
the Company's  opinion that when the interim  financial  statements  are read in
conjunction  with the  December  31,  2009  Audited  Financial  Statements,  the
disclosures  are  adequate to make the  information  presented  not  misleading.
Interim results are not necessarily indicative of results for a full year or any
future period.

SIGNIFICANT ACCOUNTING POLICIES

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


                                       6
<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.

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 nine months ended September
30, 2010 and 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
nine months ended September 30, 2010 and 2009.

Income  (Loss)  Per  Share  -- The  income  (loss)  per  share is  presented  in
accordance  with the provisions of Statement of Financial  Accounting  Standards
ASC 260,  Earnings  Per  Share.  ASC 260,  "Earnings  Per  Share"  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 during the nine months ended  September  30, 2010 and 2009
as we had losses in all periods since our inception and,  therefore,  the effect
of all additional potential common stock would be antidilutive.

Stock-Based  Compensation -- Stock 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.   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

                                       7
<PAGE>

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.

In June 2009, the FASB issued Financial  Accounting  Standards  Codification No.
860  -  Transfers   and   Servicing.   ASC  No.  860  improves  the   relevance,
representational  faithfulness,  and  comparability  of the  information  that a
reporting  entity  provides  in its  financial  statements  about a transfer  of
financial assets; the effects of a transfer on its financial position, financial
performance,  and cash flows; and a transferor's continuing involvement, if any,
in transferred financial assets. ASC No. 860 is effective as of the beginning of
each reporting entity's first annual reporting period that begins after November
15, 2009, for interim periods within that first annual  reporting period and for
interim and annual reporting periods  thereafter.  The Company is evaluating the
impact the adoption of ASC No. 860 will have on its financial statements.

There were  accounting  standards  and  interpretations  issued  during the nine
months ended  September 30, 2010,  none of which are expected to have a material
impact on the Company's financial position, operations or cash flows.

2. ACCOUNTS PAYABLE

The  balances of Accounts  Payable at  September  30, 2010 and December 31, 2009
include certain  liabilities that were  substantially over due as at the date of
these balance sheets but were still outstanding as we did not have the necessary
funding in to pay these  liabilities.  During the 3 months ended  September  30,
2010 the  Company  received a discount  of $12,500 for  professional  fees.  The
Company recorded a gain on settlement of liabilities of $12,500 during the three
months  ended   September  30,  2010,  which  is  included   with   general  and
administrative expenses.

No  interest  accrual  has been made in  respect of these  outstanding  accounts
payable as we believe  they will be settled at or below their  current  carrying
value on our balance sheet.

3. LOANS FROM SHAREHOLDERS

Our first President and then sole director,  Barbara J. Smith, loaned us a total
of  $10,900  between  April  and  July  2002 to pay  for  further  research  and
development and for general corporate  overhead.  This loan bears interest at an
annual  rate of 6.5%  and was  repayable  in  full  in  July  15,  2004  and 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.  As of September  30, 2010 and  December 31, 2009 accrued  interest
amounted to $5,392 and $4,816, respectively.

Since his  appointment  on August 31, 2006 and through  December 31,  2008,  Mr.
Cutler, was our sole officer and a director, has made advances to us of $237,687
by way of a loan.  These funds are used to support our ongoing  operating  costs
and settle  certain  outstanding  liabilities.  In  December  2006,  Mr.  Cutler
converted  $30,000 of his loan into  697,674  shares of common  stock.  In March
2007, Mr. Cutler converted an additional  $30,000 of his loan into an additional
697,674  shares of our common stock.  At December 31, 2009 and 2008, the Company
owed Mr. Cutler $168,060 and $113,486, respectively.

As of January 20, 2010,  David J. Cutler was released and discharged of from all
claims by the Company and that the Company is released and  discharged  from all
claims by Mr. Cutler.  During the three months ended March 31, 2010, the Company
recorded  a capital  contribution  of  $199,218  on amounts  owed to Mr.  Cutler
consisting on accrued Directors fees of $15,000, accrued interest of $16,158 and
notes payable of $168,060.


                                       8
<PAGE>

4. RELATED PARTY TRANSACTIONS

Our first President and then sole director,  Barbara J. Smith, loaned us a total
of  $10,900  between  April  and  July  2002 to pay  for  further  research  and
development and for general corporate  overhead.  This loan bears interest at an
annual  rate of 6.5%  and was  repayable  in  full  in  July  15,  2004  and 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.  As of September  30, 2010 and  December 31, 2009 accrued  interest
amounted to $5,392 and $4,816, respectively.

Since his  appointment  on August 31, 2006 and through  December 31,  2008,  Mr.
Cutler, our sole officer and a director,  has made advances to us of $237,687 by
way of a loan.  These funds are used to support our ongoing  operating costs and
settle certain outstanding  liabilities.  In December 2006, Mr. Cutler converted
$30,000 of his loan into  697,674  shares of common  stock.  In March 2007,  Mr.
Cutler  converted an additional  $30,000 of his loan into an additional  697,674
shares of our common stock.  At December 31, 2009 and 2008, the Company owed Mr.
Cutler $168,060 and $113,486, respectively.

As of January 20, 2010,  David J. Cutler is released and  discharged of from all
claims by the Company and that the Company is released and  discharged  from all
claims by Mr.  Cutler.  During the three months ended March 31, 2010 the Company
recorded  a capital  contribution  of  $199,218  on amounts  owed to Mr.  Cutler
consisting on accrued Directors fees of $15,000, accrued interest of $16,158 and
notes  payable of $168,060.  In addition Mr.  Cutler has  surrendered  3,530,255
shares of the common stock of the Company for retirement to treasury.

5. CONVERTIBLE NOTE PAYABLE

On March 29, 2010, the Company  entered into a $143,733  Convertible  Promissory
Note with JH Brech, LLC. The Note is for $143,733 with 6% interest per annum due
two years from the date of the Note.  Under the terms of the Note,  JH Brech has
the right to convert all or part of the principal  balance of the Note to common
stock of the Company at $0.50. At September 30, 2010,  accrued interest amounted
to $4,371.

6. 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. During the years ended December 31,
2003 and 2004 the Company sold a total of $75,000 of preferred stock at $.25 per
share.  During the years ended December 31, 2006 and 2007 the Company  converted
the each share of preferred  stock into 2 shares of common  stock.  At September
30, 2010, there are no preferred shares issued and outstanding.

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

                                       9
<PAGE>

of  stockholders.  Shares of common stock do not have cumulative  voting rights,
which  means  that the  holders of more than 50% of such  shares  voting for the
election of directors can elect 100% of the directors if they choose to do so.

Our  common  stock  does not have  preemptive  rights,  meaning  that our common
shareholders' ownership interest would be diluted if additional shares of common
stock are subsequently issued and the existing  shareholders are not granted the
right, in the discretion of the Board of Directors,  to maintain their ownership
interest in us.

As of January 20, 2010, David J. Cutler has surrendered  3,530,255 shares of the
common stock of the Company for retirement to treasury.

In January  2010 the  Company  issued a total of 20,000  shares of common  stock
valued at $10,000 ($.50 per share) for services.

In February  2010 the Company  issued a total of 200,000  shares of common stock
valued at $80,000 ($.40 per share) to Directors for services.

During the nine months  ended  September  30, 2010 two  Directors  chose to wave
there  Director's Fees of $500 per quarter.  The Company  recorded the fees as a
capital contribution of $2,000 in services.

As of January 20, 2010,  David J. Cutler is released and  discharged of from all
claims by the Company and that the Company is released and  discharged  from all
claims by Mr.  Cutler.  During the three months ended March 31, 2010 the Company
recorded  a capital  contribution  of  $199,218  on amounts  owed to Mr.  Cutler
consisting on accrued Directors fees of $15,000, accrued interest of $16,158 and
notes  payable of $168,060.  In addition Mr.  Cutler has  surrendered  3,530,255
shares of the common stock of the Company for retirement to treasury.

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 as of September 30, 2010.

At the Company's June 26, 2010,  Meeting of the Shareholders,  a majority of the
Company  approved the adoption of a stock option plan  entitled the "2010 Atomic
Paintball,  Inc. Stock Option and Award Incentive  Plan." ("2010 Plan") The 2010
Plan authorizes  2,000,000  shares of the Company's common stock be reserved for
issuance under the 2010 Plan.

No stock options were issued or outstanding as of September 30, 2010.

7. COMMITMENTS AND CONTINGENCIES:

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



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<PAGE>

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

The following  discussion  should be read in conjunction  with the  consolidated
financial  statements  and notes  thereto  and the other  financial  information
included  elsewhere in this report.  This  discussion  contains  forward-looking
statements  that  involve  risks and  uncertainties.  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 were  incorporated  on May 8, 2001,  in the State of Texas,  as a development
stage  corporation  which plans to own and operate  paintball  facilities and to
provide  services and products in connection with paintball sport  activities at
its own facilities and through our website www.atomicpaintballparks.com.

During  ended  December  31, 2009 and the nine months  ended June 30,  2010,  we
focused on  completing  those  actions  necessary to the  implement our business
plan.

On June 30,  2009,  the  Company  filed a voluntary  petition  for relief in the
United States  Bankruptcy  Court,  Northern  District of Texas,  Dallas District
under Chapter 7 of Title 7 of the U.S.  Bankruptcy Code, case number 09-34008-7.
In Under  Chapter 7, all claims  against  the Debtor in  existence  prior to the
filing of the petition of relief under U.S. Bankruptcy Code are stayed.

On October 1, 2009,  David Cutler,  the sole officer and director of the Company
and a creditor in the proceeding,  and the bankruptcy trustee filed a Motion for
an Order Approving Bondholder Settlement. Such motion was objected to by a group
of the Company's  shareholders  consisting of J.H.  Brech,  LLC, Harry McMillan,
Charles Webb, Don Mark Dominey, Mark Armstrong,  David Myers and John E. Bradley
("Objecting Shareholders").

On October 30, 2009,  the Objecting  Shareholders  filed a Motion to Dismiss the
Chapter 7 Case.

On January 20, 2010,  the Court  dismissed the Chapter 7 proceedings as a result
of the  obtainment  and  execution of a  Settlement  Agreement  (the  Settlement
Agreement)  between the  Company,  its  existing  management  and the  Objecting
Shareholders of the Company.

Liquidity and Capital Resources

At September 30, 2010, we had total current assets of $85  consisting  solely of
cash, no operating business or other source of income, total current liabilities
totaling $155,180 and a stockholder' deficit of $298,828.

In our  financial  statements  for the fiscal years ended  December 31, 2009 and
2008, 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, 2009 and 2008,  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 September 30, 2010, we reported
an accumulated deficit of $1,026,836.

                                       11
<PAGE>

Short Term.

On a short-term basis, we do not generate any revenue or revenues  sufficient to
cover operations.  Based on prior history, we will continue to have insufficient
revenue to satisfy  current and recurring  liabilities as it seeks explore.  For
short term needs we will be dependent on receipt, if any, of offering proceeds.

Capital Resources

We have only common stock as our capital resource.

We have no material  commitments for capital  expenditures within the next year,
however if operations are commenced,  substantial  capital will be needed to pay
for acquisition and working capital.

Need for Additional Financing

We do not have capital  sufficient to meet our cash needs.  We will have to seek
loans or equity  placements  to cover  such  cash  needs.  Once full  operations
commence,   our  needs  for   additional   financing   is  likely  to   increase
substantially.

No commitments to provide  additional  funds have been made by our management or
other stockholders.  Accordingly,  there can be no assurance that any additional
funds will be  available  to us to allow it to cover our expenses as they may be
incurred.

RESULTS OF OPERATIONS

THREE  MONTHS  ENDED  SEPTEMBER  30,  2010  COMPARED TO THE THREE  MONTHS  ENDED
SEPTEMBER 30, 2009

During the three months ended  September 30, 2010 and 2009, we did not recognize
any revenue from operations.

During the three months ended  September  30, 2010,  the  operational  income of
$1,339  compared to  operational  losses of $20,489 for the three  months  ended
September 30, 2009. The decrease of $21,828 in  operational  losses was a result

                                       12
<PAGE>

$21,828 decrease in general and administrative  expenses.  The decrease over the
prior  period  was due to the fact  that in the prior  period  the  Company  had
incurred expenses in connection with the bankruptcy filing.

During the three months ended  September  30, 2010,  we recognized a net loss of
$1,029 compared to a net loss of $24,399 during the three months ended September
30, 2009. The $23,370  decrease in losses is a result of the $21,828 decrease in
general and  administrative  expenses  losses combined with a $1,542 decrease in
interest expense.

NINE MONTHS ENDED SEPTEMBER 30, 2010 COMPARED TO THE NINE MONTHS ENDED SEPTEMBER
30, 2009

During the nine months ended  September  30, 2010 and 2009, we did not recognize
any revenue from operations.

During the nine  months  ended  September  30,  2010,  the  operational  loss of
$232,636  compared to  operational  losses of $84,734 for the nine months  ended
September 30, 2009. The increase of $147,902 in operational  losses was a result
of an increase of $147,902 in general and administrative  expenses,  which was a
result  of an  increase  in legal and  accounting  fees in  connection  with our
dismissal from bankruptcy  proceedings,  the filing of our annual report and the
requirements of holding a shareholders meeting.

During the nine months ended  September  30,  2010,  we  recognized  net loss of
$238,424  compared  to a net  loss of  $94,039  during  the  nine  months  ended
September  30,  2009.  The  $144,385  increase  in net losses is a result of the
$147,902  increase in general  and  administrative  expenses  offset by a $3,517
decrease in interest expense.

CASH FLOW  INFORMATION  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2010 COMPARED TO
THE NINE MONTHS ENDED SEPTEMBER 30, 2009

At September 30, 2010, we had total current assets of $85  consisting  solely of
cash, no operating business or other source of income, total current liabilities
totaling $155,180 and a stockholder' deficit of $298,828.

Net cash used by operations  during the nine months ended September 30, 2010 was
$11,761  compared to net used by operations of $73,034 for the nine months ended
September 30, 2009.  During the nine months ended September 30, 2010, net losses
of $238,424 was adjusted by the non-cash item of $90,000 in issuing common stock
for services and a $2,000 contribution of services. During the nine months ended
September  30, 2009,  net losses of $94,039 were adjusted for the non- cash item
of $4,964 gain in settlement of liabilities.

During the nine months ended September 30, 2010 and 2009, the we did not receive
or use any funds in investing activities.

During the nine months  ended  September  30,  2010,  we received  $11,846  from
financing  activities.  During the nine months  ended  September  30,  2009,  we
received $73,084 from financing activities.

Since his  appointment  on August 31, 2006 and through  December 31,  2008,  Mr.
Cutler, was our sole officer and a director, has made advances to us of $237,687
by way of a loan.  These funds are used to support our ongoing  operating  costs
and settle  certain  outstanding  liabilities.  In  December  2006,  Mr.  Cutler
converted  $30,000 of his loan into  697,674  shares of common  stock.  In March
2007, Mr. Cutler converted an additional  $30,000 of his loan into an additional
697,674  shares of our common stock.  At December 31, 2009 and 2008, the Company
owed Mr. Cutler $168,060 and $113,486, respectively.

As of January 20, 2010,  David J. Cutler was released and discharged of from all
claims by the Company and that the Company is released and  discharged  from all
claims by Mr.  Cutler.  During the six months ended March 31, 2010,  the Company
recorded a gain of $199,218 on amounts owed to Mr. Cutler  consisting on accrued
Directors  fees of $15,000,  accrued  interest  of $16,158 and notes  payable of
$168,060.

On March 29, 2010,  the Company  entered into a $143,733  Commercial  Promissory
Note with JH Brech, LLC. The Note is for $143,733 with 6% interest per annum due
two years from the date of the Note.  Under the terms of the Note,  JH Brech has
the right to convert all or part of the principal  balance of the Note to common
stock of the Company at $0.50. At September 30, 2010,  accrued interest amounted
to $4,371.

As of January 20, 2010, David J. Cutler has surrendered  3,530,255 shares of the
common stock of the Company for retirement to treasury.

In January  2010,  the Company  issued a total of 20,000  shares of common stock
valued at $10,000 ($.50 per share) for services.

                                       13
<PAGE>

In February  2010 the Company  issued a total of 200,000  shares of common stock
valued at $80,000 ($.40 per share) to Directors for services.

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

Disclosures Controls and Procedures

We have adopted and maintain disclosure controls and procedures (as such term is
defined in Rules 13a 15(e) and 15d-15(e)  under the  Securities  Exchange Act of
1934,  as  amended  (the  "Exchange  Act"))  that are  designed  to ensure  that
information  required to be disclosed in our reports  under the Exchange Act, is
recorded,  processed,  summarized and reported within the time periods  required
under  the  SEC's  rules and forms  and that the  information  is  gathered  and
communicated to our management, including our Chief Executive Officer (Principal
Executive Officer) and Chief Financial Officer (Principal Financial Officer), as
appropriate, to allow for timely decisions regarding required disclosure.

As required by SEC Rule 15d-15(b),  our Chief  Executive  Officer carried out an
evaluation  under the supervision and with the  participation of our management,
of the effectiveness of the design and operation of our disclosure  controls and
procedures  pursuant  to  Exchange  Act Rule  15d-14 as of the end of the period
covered by this report. Based on the foregoing  evaluation,  our Chief Executive
Officer has concluded that our disclosure  controls and procedures are effective
in timely alerting them to material  information  required to be included in our
periodic SEC filings and to ensure that information  required to be disclosed in
our periodic SEC filings is  accumulated  and  communicated  to our  management,
including  our Chief  Executive  Officer,  to allow timely  decisions  regarding
required  disclosure as a result of the deficiency in our internal  control over
financial reporting.














                                       14
<PAGE>

There  was no change in our  internal  control  over  financial  reporting  that
occurred during the fiscal quarter ended September 30, 2010, 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

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 2.  CHANGES IN SECURITIES

NONE.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

NONE.

ITEM 4.  REMOVED AND RESERVED

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 and Financial
                           Officer pursuant to Section 302 of the Sarbanes-Oxley
                           Act

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



















                                       15
<PAGE>


                                   SIGNATURES

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

                                                ATOMIC PAINTBALL,  INC.

Date: November 22, 2010                         By: /s/ Don Mark Dominey
                                                    --------------------------
                                                    Don Mark Dominey
                                                    Chief Executive Officer, &
                                                    Principal Accounting Officer

























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