SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 10Q
(Mark One)

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

                  FOR THE QUARTERLY PERIOD ENDED JUNE 30, 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)

       510 Trophy Lake Drive, Suite 314, PMB 106, Trophy Club, Texas 76262
       -------------------------------------------------------------------
                    (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 August 11, 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 - June 30, 2010 and December 31, 2009                                                F-1

Statement of  Operations - Three and Six months ended June 30, 2010 and 2009 and
for the period from inception (May 8, 2001) through  June 30, 2010                                 F-2

Statement of Cash Flows -Six months ended June 30, 2010 and 2009
and for the period from inception (May 8, 2001) through June 30, 2010                              F-3

Notes to Financial Statements                                                                      F-4

Item 2. Management's Discussion and Analysis of Financial Condition
         and Results of Operations                                                                1

Item 3.  Quantitative and Qualitative Disclosures About Market Risk                               4

Item 4. Controls and Procedures                                                                   4

Item 4T.  Controls and Procedures                                                                 4

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings                                                                        5

Item 1A. Risk Factors - Not Applicable                                                            5

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds                              5

Item 3.  Defaults Upon Senior Securities                                                          5

Item 4.  Removed and Reserved                                                                     5

Item 5.  Other Information                                                                        5

Item 6.  Exhibits                                                                                 5

SIGNATURES                                                                                        6
</TABLE>


<PAGE>



                                     PART I

ITEM 1. FINANCIAL STATEMENTS

<TABLE>
<CAPTION>

                                     ATOMIC PAINTBALL, INC.
                                 (A DEVELOPMENT STAGE COMPANY)

                                         BALANCE SHEETS

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

                             ASSETS

Current Assets

      Cash & Cash Equivalents                                                         $              100      $                 -
      Prepaid Expenses                                                                             1,250                        -
                                                                                        -----------------       ------------------
                  Total Current Assets                                                             1,350                        -

                                                                                        -----------------       ------------------
      TOTAL ASSETS                                                                    $            1,350      $                 -
                                                                                        =================       ==================

                             LIABILITIES & STOCKHOLDERS' DEFICIT

Current Liabilities

      Accounts Payable                                                                $          136,156      $           150,742
      Accrued Interest                                                                             7,395                   20,973
      Loans from Shareholders                                                                     11,846                  179,907

                                                                                        -----------------       ------------------
                  Total Current  Liabilities                                                     155,397                  351,622
                                                                                        -----------------       ------------------


      Convertible Note Payable - Long Term                                                       143,733                        -

COMMITMENTS AND CONTINGENCIES (Note 8)

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 December 31, 2009 and 2008 and
        188,000 shares issued and outstanding at December 31, 2006 with a
        $0.25 per share liquidation preference.

      Common Stock, no par value: 10,000,000 shares authorized,
        4,178,549 shares issued and outstanding as at June 30, 2010
        and December 31, 2009, respectively                                                      528,790                  436,790
      Deficit accumulated during the development stage.                                         (826,570)                (788,412)

                                                                                        -----------------       ------------------
                  Total Stockholders' Deficit                                                   (297,780)                (351,622)

                                                                                        -----------------       ------------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                                           $               1,350   $         -
                                                                                        =================       ==================
</TABLE>

                         See accompanying Notes to Financial Statements.
                                              F-1

<PAGE>

<TABLE>
<CAPTION>

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

                                                                                                                   FROM INCEPTION
                                                  Three Months Ended            Six Months Ended                    (May 8, 2001)
                                                     June 30,                        June 30,                      THROUGH JUNE 30,
                                                2010           009             2010              2009                   2010
                                           -----------------  ------------  --------------  ----------------      ----------------
<S>                                        <C>              <C>           <C>             <C>                   <C>

OPERATING EXPENSES

      General and Administrative           $         97,055 $      67,758   $     233,956 $          69,508     $         999,529
      Depreciation and amortization                       -             -               -                 -                 6,835
      Gain on Settlement of Liabilities                   -             -        (199,218)           (4,964)             (212,818)

                                           -----------------  ------------  --------------  ----------------      ----------------
      Total Operating Income / (Expenses)            97,055        67,758          34,738            64,544               793,545

OPERATING LOSS                                      (97,055)      (67,758)        (34,738)          (64,544)             (793,545)

OTHER INCOME (EXPENSE)
      Interest Expense                               (2,342)       (2,883)         (3,420)           (5,395)              (33,025)

                                           -----------------  ------------  --------------  ----------------      ----------------
Net Loss before Income Taxes                        (99,397)      (70,641)        (38,158)          (69,939)             (826,570)

Income tax expense                                        -             -               -                 -                     -

                                           -----------------  ------------  --------------  ----------------      ----------------
NET INCOME / (LOSS)                        $        (99,397)$     (70,641)  $     (38,158)$         (69,939)    $        (826,570)
                                           =================  ============  ==============  ================      ================

NET LOSS PER COMMON SHARE

      Basic & Diluted                                ($0.02)       ($0.01)         ($0.01)           ($0.01)
                                           =================  ============  ==============  ================

WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING

      Basic & Diluted                             4,178,549      7,488,804      4,511,947         7,488,804
                                           =================  ============  ==============  ================
</TABLE>


                         See accompanying Notes to Financial Statements.
                                              F-2

<PAGE>
<TABLE>
<CAPTION>

                             ATOMIC PAINTBALL, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                       STATEMENTS OF STOCKHOLDERS' DEFICIT
               FROM INCEPTION (MAY 8, 2001) THROUGH MARCH 31, 2010

                                                                                     Accumulated
                                                Preferred Stock    Common Stock     deficit during
                                               ------------------------------------
                                               Shares   Amount   Shares    Amount  Develop. Stage   Total

                                                 #        $        #        $         $           $
                                             ---------  ------  ---------- -------- ------------  ----------
<S>                                          <C>        <C>     <C>        <C>      <C>            <C>

Balance at May 8, 2001 (date of inception)       -         -         -        -            -           -

Issuance of common stock for cash on May         -         -       200,000    1,000        -          1,000
8, 2001 at $0.005 per share

Issuance of common stock for services            -         -       600,000    6,000        -          6,000
on June 20, 2001 at $0.01 per share

Net loss for the period from inception           -         -         -        -          (6,815)     (6,815)
(May 8, 2001) through December 31, 2001

                                             ---------  ------  ---------- -------- ------------  ----------
Balance at December 31, 2001                     -         -       800,000    7,000      (6,815)        185

Net loss for the year ended December 31,         -         -         -        -          (4,155)     (4,155)
2002
                                             ---------  ------  ---------- -------- ------------  ----------
Balance at December 31, 2002                     -         -       800,000    7,000     (10,970)     (3,970)

Issuance of Series A Convertible Preferred   116,000    29,000       -        -            -         29,000
for cash during October and November
2003 at $0.25 per share

Net loss for the year ended December 31, 2003    -         -         -        -         (47,656)    (47,656)

                                             ---------  ------  ---------- -------- ------------  ----------
Balance at December 31, 2003                 116,000    29,000     800,000    7,000     (58,626)    (22,626)

Issuance of Series A Convertible Preferred   184,000    46,000       -        -            -         46,000
Stock for cash during February 2004 at
$0.25 per share

Net loss for the year ended December 31,         -         -         -        -         (62,156)    (62,156)
2004
                                             ---------  ------  ---------- -------- ------------  ----------
Balance at December 31, 2004                 300,000    75,000     800,000    7,000    (120,782)    (38,782)

Net loss for the year ended December             -         -         -        -          (6,148)     (6,148)
31, 2005
                                             ---------  ------  ---------- -------- ------------  ----------
Balance at December 31, 2005                 300,000    75,000     800,000    7,000    (126,930)    (44,930)

Issuance of common stock for services            -         -     2,780,376  119,159        -        119,159
on August 31, 2006 at $0.042857 per share

Issuance of common stock in settlement of        -         -       323,080   13,846        -         13,846
of debt on September 8, 2006 at $0.042857
per share

Conversion of Series A Convertible          (112,000)  (28,000)    224,000   28,000        -              0
Preferred into Common Stock on a 1:2
basis during September 2006

Issuance of common stock for services on         -         -       100,000    4,286        -          4,286
December 1, 2006 at $0.042857 per share

Issuance of common stock for services on         -         -       100,000    4,286        -          4,286
December 8, 2006 at $0.042857 per share

Issuance of common stock for services on         -         -       150,000    6,429        -          6,429
December 18, 2006 at $0.042857 per share

Issuance of common stock in settlement of        -         -       697,674   30,000        -         30,000
debt on December 19, 2006 at $0.042857
per share

Issuance of common stock for services on         -         -       100,000    4,286        -          4,286
December 22, 2006 at $0.042857 per share

Net loss for the year ended December 31,         -         -        -         -        (200,182)   (200,182)
2006
                                             ---------  ------  ---------- -------- ------------  ----------
Balance at December 31, 2006                 188,000    47,000   5,275,130  217,290    (327,112)    (62,822)

Conversion of Series A Convertible          (144,000)  (36,000)    288,000   36,000        -           -
Preferred into Common Stock on a 1:2
basis on January 18 & 23, 2007

Conversion of Series A Convertible           (36,000)   (9,000)     72,000    9,000        -           -
Preferred Stock into Common Stock on a
1:2 basis on February 5, 2007

Issuance of common stock in settlement            -        -       697,674   30,000        -         30,000
of debt on March 29, 2007 at $0.042857
per share

Issuance of common stock for cash in April        -        -       400,000   50,000        -         50,000
2007 at $0.125 per share

Issuance of common stock for cash on May          -        -       400,000   50,000        -         50,000
2007 at $0.125 per share

Issuance of common stock for cash in              -        -        40,000    5,000        -          5,000
November 2007 at $0.125 per share

Issuance of common stock for services in          -        -       300,000   37,500        -         37,500
November 2007 at $0.125 per share


                                               F-3

<PAGE>


                             ATOMIC PAINTBALL, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                       STATEMENTS OF STOCKHOLDERS' DEFICIT
               FROM INCEPTION (MAY 8, 2001) THROUGH MARCH 31, 2010

                                                                                     Accumulated
                                                Preferred Stock    Common Stock     deficit during
                                               ------------------------------------
                                               Shares   Amount   Shares    Amount  Develop. Stage   Total

                                                 #        $        #        $         $           $
                                             ---------  ------  ---------- -------- ------------  ----------

Conversion of Series A Convertible            (8,000)   (2,000)     16,000    2,000        -           -
Preferred Stock into Common Stock on a
1:2 basis on February 5, 2007

Net loss for the year ended December 31,          -        -         -       -         (166,969)   (166,969)
2007
                                             ---------  ------  ---------- -------- ------------  ----------
Balance at December 31, 2007                      -        -     7,488,804  436,790    (494,082)    (57,291)

Net loss for the year ended December 31,          -        -         -       -         (112,774)   (112,774)
2008
                                             ---------  ------  ---------- -------- ------------  ----------
Balance at December 31, 2008                      -              7,488,804 $436,790    (606,855)   (170,065)

Net loss for the year ended December 31,          -        -         -       -         (181,557)   (181,557)
2009
                                             ---------  ------  ---------- -------- ------------  ----------
Balance at December 31, 2009                      -        -     7,488,804  436,790    (788,413)   (351,622)
                                             ---------  ------  ---------- -------- ------------  ----------
Cancellation of common stock                      -        -    (3,530,255)    -           -           -

Common stock issued for services at
$.50 per share                                    -        -        20,000   10,000        -         10,000

Common stock issued to Officers at
$.40 per share                                    -        -       200,000   80,000        -         80,000

Capital contribution of services                  -        -          -       2,000        -          2,000

Net income for the three months ended
June 30, 2010                                     -        -          -        -        (38,158)    (38,158)
                                             ---------  ------  ---------- -------- ------------  ----------
Balance at June 30, 2010                          -        -     4,178,549 $528,790 $  (826,571)  $(297,780)
                                             =========  ======  ========== ======== ============  ==========
</TABLE>

















                         See accompanying Notes to Financial Statements
                                               F-4

<PAGE>

<TABLE>
<CAPTION>
                             ATOMIC PAINTBALL, INC.
                         (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF CASH FLOWS
                                  (Unaudited)

                                                            SIX MONTHS ENDED             (May 8, 2001)
                                                                 JUNE 30,              THROUGH JUNE 30,
                                                            2010          2009             2010

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

CASH FLOW  FROM OPERATING ACTIVITIES

NET LOSS                                               $     (38,158) $   (69,939)  $       (826,570)

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                      (199,218)      (4,964)          (212,818)
CHANGES IN OPERATING ASSETS & LIABILITIES
     Decrease in Prepaid Expenses                             (1,250)           -             (1,250)
     Decrease in Other Receivables                                 -            -                  -
     Increase (Decrease) in Accounts Payable                 129,147       14,017            293,489
     Increase in Accrued Expenses                            (13,578)       3,870              7,395

                                                       ---------------------------    ---------------
     Total Cash Flow Used In Operating Activities            (31,057      (57,016)          (455,511)

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                   31,157       54,574            284,910
     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         31,157)      54,574            465,910

NET (DECREASE) INCREASE IN CASH & CASH EQUIVALENTS     $         100 $     (2,442)  $            100
                                                         ============  ===========    ===============

Cash and Cash Equivalents at the beginning of the      $           0 $      2,492   $              -
period                                                   ============  ===========    ===============

Cash and Cash Equivalents at the end of the period     $         100 $         50   $            100
                                                         ============  ===========    ===============

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
                                                         ============  ===========    ===============
</TABLE>

                         See accompanying Notes to Financial Statements.

                                              F-5

<PAGE>


                             ATOMIC PAINTBALL, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                            FOR THE SIX MONTHS ENDED
                             JUNE 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 six months ended March 31, 2010,
we focused on completing  those actions  necessary to the implement our business
plan.

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 SFAS No. 7 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

                                      F-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 six months ended June 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
six months ended June 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
(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 during the six months  ended June 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

                                      F-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.  FASB  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.  FASB  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 FASB  ASC No.  860  will  have on its
financial statements.

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

2.    GOING CONCERN AND LIQUIDITY:

At June 30, 2010,  we had total assets of $100,  no operating  business or other
source of income,  outstanding  liabilities totaling $200,502 and a stockholder'
deficit of $200,402.

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 three months ended
March 31, 2010 have been prepared on a going concern basis,  which  contemplates
the  realization of assets and the settlement of liabilities  and commitments in
the  normal  course of  business.  At June 30,  2010,  we had a working  capital
deficit of $154,047 and reported an accumulated deficit of $826,570.

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.

3. ACCOUNTS PAYABLE

The balances of Accounts  Payable at June 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.

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

4. 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 June 30, 2010 and December 31, 2009 accrued interest amounted
to $5,198 and $4,816, respectively.

                                      F-8

<PAGE>

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 gain of $199,218 on amounts owed to Mr. Cutler  consisting on accrued
Directors  fees of $15,000,  accrued  interest  of $16,157 and notes  payable of
$168,060.

5. 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 June 30, 2010 and December 31, 2009 accrued interest amounted
to $5,198 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 gain of $199,218 on amounts owed to Mr. Cutler  consisting on accrued
Directors  fees of $15,000,  accrued  interest  of $16,157 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.

6. CONVERTIBLE NOTE PAYABLE

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 June 30, 2010,  accrued  interest  amounted to
$2,197.

7. 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

                                      F-9

<PAGE>

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. At June 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
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 six  months  ended June 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.

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 June 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 June 30, 2010.

8. COMMITMENTS AND CONTINGENCIES:

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

                                      F-10

<PAGE>


9. SUBSEQUENT EVENTS

The Company  evaluated  subsequent  events through August 11, 2010, the date the
condensed  financial  statements  were issued and  concluded  there are no other
material subsequent events.

































                                      F-11

<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 planns 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 six 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 June 30, 2010,  we had total current  assets of $1,350  consisting of $100 in
cash and $1,250 in prepaid  expenses,  no operating  business or other source of
income,  total current liabilities  totaling $155,397 and a stockholder' deficit
of $297,780.

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 June 30, 2010, we reported an
accumulated deficit of $826,570.


                                       1
<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 JUNE 30, 2010  COMPARED TO THE THREE  MONTHS ENDED JUNE 30,
2009

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

During the three  months ended June 30, 2010,  the  operational  loss of $97,055
compared to  operational  losses of $67,758 for the three  months ended June 30,
2009.  The  increase  of $29,297  in  operational  losses  was a result  $29,297
increase in general and administrative expenses. The $29,297 increase in general
and administrative  expenses was a result of an increase in legal and accounting
fees in connection with the holding a shareholders' meeting.

During the three months ended June 30, 2010, we  recognized  net loss of $99,397
compared to a net loss of $70,641  during the three  months ended June 30, 2009.
The  $28,756  increase  in  losses  is a  result  of the  $$29,297  increase  in
operational losses offset by a $541 decrease in interest expense.

SIX MONTHS ENDED JUNE 30, 2010 COMPARED TO THE SIX MONTHS ENDED JUNE 30, 2009

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

During  the six months  ended June 30,  2010,  the  operational  loss of $34,738
compared  to  operational  losses of $64,544  for the six months  ended June 30,
2009. The decrease of $29,806 in operational  losses was a result of an increase
of  $194,254  in gains on the  settlement  of  liabilities  offset by a $164,448

                                       2
<PAGE>

increase  in general  and  administrative  expenses.  The  $164,448  increase in
general  and  administrative  expenses  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 six months ended June 30,  2010,  we  recognized  net loss of $38,158
compared to a net loss of $69,939 during the six months ended June 30, 2009. The
$31,781  decrease  in  net  losses  is a  result  of  the  $29,806  decrease  in
operational losses combined with the $1,975 decrease in interest expense.

CASH FLOW INFORMATION FOR THE SIX MONTHS ENDED JUNE 30, 2010 COMPARED TO THE SIX
MONTHS ENDED JUNE 30, 2009

At June 30, 2010,  we had total current  assets of $1,350  consisting of $100 in
cash and $1,250 in prepaid  expenses,  no operating  business or other source of
income,  total current liabilities  totaling $155,397 and a stockholder' deficit
of $297,780.

Net cash  provided by  operations  during the six months ended June 30, 2010 was
$168,161  compared to net used by operations of $57,016 for the six months ended
June 30,  2009.  During the six months ended June 30, 2010 net losses of $38,158
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 six months ended June
30, 2009,  net losses of $69,939 were  adjusted for the non- cash item of $4,964
gain in settlement of liabilities.

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

During the six months  ended June 30,  2010,  we used  $168,061  from  financing
activities.  During the six months ended June 30, 2009, we received $54,574 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 $16,157 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 June 30, 2010,  accrued  interest  amounted to
$2,197.

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.

                                       3
<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 discussed below.

ITEM 4T. CONTROLS AND PROCEDURES

Management's Quarterly Report on Internal Control over Financial Reporting.

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,    based   on   criteria   established   in   Internal
Control--Integrated   Framework   issued   by  the   Committee   of   Sponsoring
Organizations  of the  Treadway  Commission  and  includes  those  policies  and
procedures that:

     (i)  pertain to the  maintenance  of records that,  in  reasonable  detail,
          accurately and fairly reflect the transaction 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

     (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.

                                       4
<PAGE>

Management's  assessment of the effectiveness of the Company's  internal control
over  financial  reporting is as of the quarter ended March 31, 2010. 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  was no change in our  internal  control  over  financial  reporting  that
occurred  during the fiscal  quarter  ended June 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.

                                       5
<PAGE>

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
















                                       6
<PAGE>


                                   SIGNATURES

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

                                               ATOMIC PAINTBALL,  INC.

Date: August 16, 2010                          By: /s/Don Mark Dominey
                                                   ---------------------------
                                                    Don Mark Dominey
                                                   Chief Executive Officer, &
                                                   Principal Accounting Officer












                                       7