UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549


                                   FORM 10Q/A
                                  AMENDMENT #1


(Mark One)

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

                  FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2008

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

            For the transition period from __________ to ___________

                        Commission file number: 000-52856

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

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


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

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

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

Indicate by check mark whether the  registrant 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 [_]


Indicate  the number of share  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.

As of May 9, 2008, there were 7,488,804 shares of the registrant's common stock,
no par value, issued and outstanding.


<PAGE>



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

PART I - FINANCIAL INFORMATION

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

Balance Sheet - March 31, 2008 and December 31, 2007                          3

Statement of Operations  - Three months ended  March 31, 2008 and 2007
and for the period from inception (May 8, 2001) through March 31, 2008        4

Statement of Cash Flows - Three months ended March 31, 2008 and 2007
and for the period from inception (May 8, 2001) through March 31, 2008        5

Notes to Financial Statements                                                 6

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

Item 3.  Quantitative and Qualitative Disclosures About Market Risk          18

Item 4. Controls and Procedures                                              19

Item 4T.  Controls and Procedures                                            19

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings                                                   19

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

Item 3.  Defaults Upon Senior Securities                                     19

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

Item 5.  Other Information                                                   19

Item 6.  Exhibits                                                            19

SIGNATURES                                                                   20


<PAGE>


                                     PART I

ITEM 1. FINANCIAL STATEMENTS

<TABLE>
<CAPTION>

                                     ATOMIC PAINTBALL, INC.
                                 (A DEVELOPMENT STAGE COMPANY)

                                         BALANCE SHEETS

                                                                                                 MARCH 31,      DECEMBER 31,
                                                                                                   2008             2007
                                                                                                (Unaudted)        (Audited)
                                                                                            ------------       ------------
<S>                                                                                       <C>                <C>
                              ASSETS

Current Assets

      Cash & Cash Equivalents                                                             $      13,213      $      14,217
      Prepaid Expenses                                                                                -                361

                                                                                            ------------       ------------
                  Total Current Assets                                                           13,213             14,578

                                                                                            ------------       ------------
      TOTAL ASSETS                                                                        $      13,213      $      14,578
                                                                                            ============       ============

                              LIABILITIES & STOCKHOLDERS' DEFICIT

Current Liabilities

      Accounts Payable                                                                    $      28,044      $       7,014
      Accrued Expenses                                                                           11,008              8,166
      Loans from Shareholders                                                                    75,789             56,689
                                                                                            ------------       ------------
                  Total Liabilities, all current                                                114,841             71,869
                                                                                            ------------       ------------

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 March 31, 2008 and December 31, 2007
        respectively, with a $0.25 per share liquidation preference'

      Common Stock, no par value: 10,000,000 shares authorized,                                 436,790            436,790
        7,488,804 shares issued and outstanding as at March 31, 2008 and
        December 31, 2007, respectively

      Deficit accumulated during the development stage.                                        (538,419)          (494,082)

                                                                                            ------------       ------------
                  Total Stockholders' Deficit                                                  (101,628)           (57,291)

                                                                                            ------------       ------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                                               $      13,213      $      14,578
                                                                                            ============       ============

                         See accompanying Notes to Financial Statements.

                                                3
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

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

                                                                                     FROM INCEPTION
                                                     THREE MONTHS ENDED               (May 8, 2001)
                                                          MARCH 31,                 THROUGH MARCH 31,
                                                   2008              2007                 2008

                                           ------------------   ---------------     -----------------
<S>                                        <C>                <C>                 <C>
OPERATING EXPENSES

      General and Administrative           $          43,303  $         66,174    $          530,718
      Depreciation and amortization                        -                 -                 6,835
      Gain on Settlement of Liabilities                    -                 -               (13,600)

                                           ------------------   ---------------     -----------------
      Total Operating Expenses                        43,303            66,174               523,953

OPERATING LOSS                                       (43,303)          (66,174)             (523,953)

OTHER INCOME (EXPENSE)
      Interest Expense                                (1,035)           (1,574)              (14,466)

                                           ------------------   ---------------     -----------------
Net Loss before Income Taxes                         (44,337)          (67,747)             (538,419)

Income tax expense                                         -                 -                     -

                                           ------------------   ---------------     -----------------
NET LOSS                                   $         (44,337) $        (67,747)   $         (538,419)
                                           ==================   ===============     =================

NET LOSS PER COMMON SHARE

      Basic & Diluted                                 ($0.01)           ($0.01)               ($0.26)
                                           ==================   ===============     =================

WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING

      Basic & Diluted                              7,488,804         5,563,789             2,095,853
                                           ==================   ===============     =================


                      See accompanying Notes to Financial Statements.

                                             4
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

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


                                                                                                     FROM INCEPTION
                                                                       THREE MONTHS ENDED            (May 8, 2001)
                                                                            MARCH 31,               THROUGH MARCH 31,
                                                                       2008           2007                2008

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

CASH FLOW  FROM OPERATING ACTIVITIES

NET LOSS                                                         $      (44,337) $     (67,747)    $       (538,419)

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

CHANGES IN OPERATING ASSETS & LIABILITIES
      Decrease in Prepaid Expenses                                          361              -                    -
      Decrease in Other Receivables                                           -             36                    -
      Increase (Decrease) in Accounts Payable                            21,030           (733)              41,644
      Increase in Accrued Expenses                                        2,842          1,451               11,008

                                                                 ------------------------------      ---------------
      Total Cash Flow Used In Operating Activities                      (20,104)       (66,994)            (307,124)

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


CASH FLOW FROM FINANCING ACTIVITIES
      Advances Under Loans From Shareholders                             19,100         66,959              149,635
      Net Proceeds from Issuance of Common Stock Stock                        -              -              106,000
      Net Proceeds from Issuance of Preferred Stock                           -              -               75,000

                                                                   -------------  -------------      ---------------
      Total Cash Flow Provided By Financing Activities                   19,100         66,959              330,635

NET (DECREASE) INCREASE IN CASH & CASH EQUIVALENTS               $       (1,004) $         (34)    $         13,213
                                                                   =============  =============      ===============

Cash and Cash Equivalents at the beginning of the period         $       14,217  $          44     $              -
                                                                   =============  =============      ===============
Cash and Cash Equivalents at the end of the period               $       13,213  $          10     $         13,213
                                                                   =============  =============      ===============

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



                         See accompanying Notes to Financial Statements.

                                                5
</TABLE>



<PAGE>

                             ATOMIC PAINTBALL, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 2008

1.       NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES:

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

We largely  exhausted our available  funding  during the year ended December 31,
2004 and were forced to reduce our operations to a subsistence level for much of
the year ended December 31, 2004 and the year ended December 31, 2005.

Subsequently,  during the years ended December 31 2007 and 2006, we were able to
raise  sufficient  interim  funding  and  issue  shares of our  common  stock as
compensation  to certain  consultants  to accelerate the  implementation  of our
proposed  business  plan.  However,  so far we have  been  unable  to raise  the
substantial additional funding required to fully implement our proposed business
plan.

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

In May 2008,  Pennaluna & Co, a broker  dealer,  submitted a Form 15c-211 on our
behalf to FINRA  seeking  to have our shares of common  stock  listed on the OTC
Bulletin Board.  No response has been received from FINRA to date.  There can be
no assurance we will be successful in this application.

It is our current  intention,  within our existing level of interim funding,  to
continue to accelerate  progress on the  implementation of our proposed business
while at the same time seeking to obtain a listing on the OTC Bulletin Board. We
believe  that a  listing  on the OTC  Bulletin  Board  will  enable  us to raise
sufficient new equity to fully implement our business plan, or alternatively, if
we are unable to raise  sufficient  new equity to fully  implement  our business
plan,  once we have obtained a listing on the OTC Bulletin Board we will be able
to build our business through the purchase of paintball businesses and assets in
return for the issue of shares of our common stock. There can be no assurance we
will be able to successfully complete any of these proposed transactions.

At present, we have brought our financial books and records up to date, become a
fully reporting  company  pursuant to Section 12 (g) of the Securities  Exchange
Act  of  1934,  appointed  a  highly  experienced  paintball  executive  as  our
non-executive  director,  initiated an up date of our initial  business  plan to
reflect recent developments within the paintball sector,  appointed a consultant
to seek potential  acquisition targets within the paintball sector and intend to
launch a website to sell paintball products shortly.

                                       6
<PAGE>

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

Significant Accounting Policies

Basis of Presentation:

The accompanying  unaudited financial statements of Atomic Paintball,  Inc. have
been prepared in accordance with generally  accepted  accounting  principles for
interim financial information and with the instructions to Form 10-Q and Article
10 of Regulation  S-X.  Accordingly,  they do not include all of the information
and footnotes required by generally accepted accounting  principles for complete
financial  statements.  In our  opinion  the  financial  statements  include all
adjustments (consisting of normal recurring accruals) necessary in order to make
the financial  statements not misleading.  Operating results for the three ended
March  31,  2008  are not  necessarily  indicative  of the  results  that may be
expected  for the year ended  December  31, 2008.  For more  complete  financial
information,  these unaudited financial statements should be read in conjunction
with the  audited  financial  statements  for the year ended  December  31, 2007
included in our Annual Report on Form 10-KSB filed with the SEC.

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

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

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

                  Leasehold Improvements             1 year
                  Equipment                          7 years
                  Computer Equipment                 5 years

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

                                       7
<PAGE>

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

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

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

Income  Taxes -- We account for income  taxes under the  liability  method which
requires  recognition  of deferred tax assets and  liabilities  for the expected
future tax  consequences  of events  that have been  included  in the  financial
statements  or  tax  returns.  Under  this  method,   deferred  tax  assets  and
liabilities are determined based on the difference between financial  statements
and tax base of assets and liabilities using enacted tax rates in effect fro the
year in which the differences are expected to reverse.

Revenue  Recognition - We expect to generate revenue from providing  facilities,
services and products in connection  with paintball sport  activities.  Revenues
will be recognized as services and products are  delivered.  We are currently in
the development stage and had no revenue during the three months ended March 31,
2008 and 2007 or during the period from  inception  (May 8, 2001)  through March
31, 2008.

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

There were no differences between our comprehensive loss and net loss during the
three months  ended March 31, 2008 and 2007 or during the period from  inception
(May 8, 2001) through March 31, 2008.

Income  (Loss)  Per  Share  -- The  income  (loss)  per  share is  presented  in
accordance  with the provisions of Statement of Financial  Accounting  Standards
(SFAS) No.128,  Earnings Per Share.  SFAS No. 128 replaced the  presentation  of
primary and fully diluted earnings (loss) per share (EPS) with a presentation of
basic EPS and diluted  EPS.  Basic EPS is  calculated  by dividing the income or
loss available to common  stockholders by the weighted  average number of common
stock  outstanding for the period.  Diluted EPS reflects the potential  dilution
that could occur if  securities  or other  contracts  to issue common stock were
exercised or converted into common stock.  Diluted EPS was the same as Basic EPS
for the three  months  ended  March 31, 2008 and 2007 and during the period from


                                       8
<PAGE>

inception (May 8, 2001) through March 31, 2008 we have had losses in all periods
since our  inception  and,  therefore,  the effect of all  additional  potential
common stock would be antidilutive.

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

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

Recently  Issued  Accounting  Pronouncements--  In February  2007, the Financail
Accounting  Standard  Board (FASB)  issued  Statement  of  Financial  Accounting
Standard  (SFAS)  No.  159,  The Fair  Value  Option  for  Financial  Assets and
Financial Liabilities (SFAS No. 159). SFAS No. 159 permits entities to choose to
measure, on an item-by-item basis,  specified financial  instruments and certain
other  items at fair value.  Unrealized  gains and losses on items for which the
fair value  option has been  elected are  required to be reported in earnings at
each reporting  date. SFAS No. 159 is effective for fiscal years beginning after
November  15,  2007,  the  provisions  of  which  are  required  to  be  applied
prospectively. We believe that SFAS 159 should not have a material impact on our
financial position or results of operations

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

In December  2007,  the FASB issued SFAS No. 160,  "Noncontrolling  Interests in
Consolidated Financial Statements--An Amendment of ARB No. 51, or SFAS No. 160".
SFAS  No.  160  establishes  new  accounting  and  reporting  standards  for the
noncontrolling  interest  in a  subsidiary  and  for  the  deconsolidation  of a

                                       9
<PAGE>

subsidiary.  SFAS No. 160 is effective  for fiscal  years  beginning on or after
December 15, 2008. We believe that SFAS 160 should not have a material impact on
our financial position or results of operations.

In  December  2007,  the  Emerging  Issues  Task  Force  issued  EITF No.  07-1,
Accounting  for  Collaborative   Arrangements.   EITF  No.  07-1  requires  that
transactions  with third parties (i.e.,  revenue generated and costs incurred by
the partners)  should be reported in the appropriate line item in each company's
financial statement and includes enhanced disclosure  requirements regarding the
nature  and  purpose  of the  arrangement,  rights  and  obligations  under  the
arrangement,  accounting policy,  amount and income statement  classification of
collaboration  transactions  between the  parties.  EITF No.  07-1 is  effective
January  1,  2009 and shall be  applied  retrospectively  to all  prior  periods
presented for all collaborative  arrangements existing as of the effective date.
The  Company  does not expect  that the  adoption  of EITF No.  07-1 will have a
material  effect  on  its  consolidated   results  of  operations  or  financial
condition.

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

2.       GOING CONCERN AND LIQUIDITY:

At March  31,  2008,  we had total  assets of  $13,213  consisting  of cash,  no
operating business or other source of income,  outstanding  liabilities totaling
$114,841 and a stockholder' deficit of $101,628.

In our  financial  statements  for the fiscal years ended  December 31, 2007 and
2006, 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, 2008 and 2007,  have been  prepared on a going  concern  basis,  which
contemplates  the  realization of assets and the  settlement of liabilities  and
commitments  in the  normal  course of  business.  At March 31,  2008,  we had a
working  capital  deficit of $101,628  and  reported an  accumulated  deficit of
$538,419.

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.

During the year ended December 31, 2007, we raised  $105,000 in cash through the
private placement of 840,000 shares of our common stock at $0.125 per share. Mr.
Perlmutter, a director of the Company, subscribed for 200,000 of these shares in
exchange for $25,000.  There can be no assurance  that we will be able to secure
additional financing on an ongoing basis.


                                       10
<PAGE>

Since his appointment on August 31, 2006 and through March 31, 2008, Mr. Cutler,
our sole officer and a director,  has made net advances to us of $118,711 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 March 31,  2008,  the Company  owed Mr.  Cutler
$58,711. There can be no assurance that Mr. Cutler will continue to provide such
financing on an ongoing basis

3. ACCOUNTS PAYABLE

The  balances of accounts  payable as at March 31, 2008 and  December  31, 2007,
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. ACCRUED EXPENSES

The  balances  of accrued  expenses  at March 31, 2008 and  December  31,  2007,
represents  accrued  interest  on loan  notes  provided  to us by certain of our
existing shareholders or former shareholders.

5.       LOANS FROM SHAREHOLDERS

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

Since his appointment on August 31, 2006 and through March 31, 2008, Mr. Cutler,
our sole officer and a director,  has made net advances to us of $118,711 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 March 31,  2008,  the Company  owed Mr.  Cutler
$58,711. There can be no assurance that Mr. Cutler will continue to provide such
financing on an ongoing basis

6. RELATED PARTY TRANSACTIONS

In March 2007, Mr. Cutler, our Chief Executive Officer and a director, converted
$30,000 of the debt for advances he had  provided to us into  697,674  shares of
our common stock.

                                       11
<PAGE>

Barbara J. Smith, formerly an officer, director and a shareholder of the Company
loaned a total of $10,900 between April and July of 2002 to the Company,  to pay
for further  research and development and for general  corporate  overhead.  The
note bore  interest at an annual rate of 6.5% and was  repayable in full in July
15, 2004. The note was convertible into shares of our common stock at $0.125 per
share.  This loan has not been repaid and Mrs. 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.

Since his appointment on August 31, 2006 and through March 31, 2008, Mr. Cutler,
our sole officer and a director,  has made net advances to us of $118,711 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 March 31,  2008,  the Company  owed Mr.  Cutler
$58,711. There can be no assurance that Mr. Cutler will continue to provide such
financing on an ongoing basis

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
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.

Beginning in October 2003, we conducted a private  offering of 800,000 shares of
Series A Convertible  Preferred Stock of Atomic Paintball at a purchase price of
$0.25 per share.  These  shares  were  offered  and sold to a limited  number of
accredited investors,  without public solicitation. A total of eight individuals
purchased  shares from us for a total of $75,000.  The offering was completed on
February  15,  2004.  The  federal  exemption  we relied  upon in issuing  these
securities was Rule 506 under of the Securities  Act. The Rule 506 exemption was
available to us because we did not  publicly  solicit any  investment  in us. We
also gave all of these investors the opportunity to ask questions of and receive
answers  from us as to all  aspects  of our  business  as well as access to such
information as they deemed necessary to fully evaluate an investment in us.

The Series A Convertible Preferred Stock ("Series A Preferred") has no par value
and has a liquidation  preference of $0.25 per share.  The Series A Preferred is
convertible  into shares of our common  stock at a  conversion  rate of 2:1, and
will  automatically  convert  into common  stock upon the  effectiveness  of any
registration statement filed by us with the Securities and Exchange Commission.

                                       12
<PAGE>

During  October  and  November  of 2003,  we issued  116,000  shares of Series A
Convertible Preferred Stock for $29,000.

During January and February 2004, we initially  issued a total of 284,000 shares
of Series A  Convertible  Preferred  Stock for an  aggregate  purchase  price of
$71,000 although we were  subsequently  forced to cancel 100,000 of these shares
for non payment and  consequently  the final  issuance was for 184,000 shares of
Series  A  Convertible  Preferred  Stock  with an  aggregate  purchase  price of
$46,000.

During September 2006,  shareholders holding 112,000 of our Series A Convertible
Preferred  Shares  converted  these  Convertible  Preferred  Shares into 224,000
shares of our common stock.

During January and February 2007,  shareholders  holding 180,000 of our Series A
Convertible  Preferred Shares converted these Convertible  Preferred Shares into
360,000 shares of our common stock.

In December 2007,  following our registration  pursuant to Section 12 (g) of the
Securities  Exchange  Act of 1934 the  remaining  8,000  shares of our  Series A
Convertible  Preferred Shares automatically  converted into 16,000 shares of our
common stock.

Common Stock

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

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

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

In January  and  February  2007,  shareholders  holding  180,000 of our Series A
Convertible  Preferred Shares converted these Convertible  Preferred Shares into
360,000 shares of our common stock.

                                       13
<PAGE>

In March 2007,  we issued a further  697,674  shares of our common  stock to Mr.
Cutler, our Chief Executive Officer and director, to convert $30,000 of the debt
for advances he had provided to us into equity.


Stock Options

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

No stock options were issued or outstanding  during the three months ended March
31, 2008 or the year ended December 31, 2007.

8. COMMITMENTS AND CONTINGENCIES:

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

9. INCOME TAX

We have had losses since our Inception  (May 8, 2001) through  December 31, 2007
and therefore  have not been subject to federal or state income  taxes.  We have
accumulated tax losses  available for carry forward of  approximately  $494,000.
The carry forward is subject to examination by the tax  authorities  and expires
at various  dates  through  the year 2030.  The Tax Reform Act of 1986  contains
provisions that limit the NOL carry forwards available for use in any given year
upon  the  occurrence  of  certain  events,  including  significant  changes  in
ownership  interest.  Consequently  following  the  issue of 55.1% of our  total
authorized  and issued share  capital in August 2006 to Mr.  Cutler,  one of our
directors,  our ability to use these losses is  substantially  restricted by the
impact of section 382 of the Internal Revenue Code.

10. SUBSEQUENT EVENTS

In May 2008,  Pennaluna & Co, a broker  dealer,  submitted a new Form 15c-211 on
our behalf to FINRA seeking to have our shares of common stock listed on the OTC
Bulletin Board.  No response has been received from FINRA to date.  There can be
no assurance we will be successful in this application.



                                       14
<PAGE>


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

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

OVERVIEW

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

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

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

                                       15
<PAGE>

In May 2008,  Pennaluna & Co, a broker  dealer,  submitted a Form 15c-211 on our
behalf to FINRA  seeking  to have our shares of common  stock  listed on the OTC
Bulletin Board.  No response has been received from FINRA to date.  There can be
no assurance we will be successful in this application.

It is our current intention,  within our existing level of funding,  to continue
to accelerate  progress on the  implementation of our proposed business while at
the same time seeking to obtain a listing on the OTC Bulletin  Board. We believe
that a listing on the OTC Bulletin Board will enable us to raise  sufficient new
equity to fully implement our business plan, or alternatively,  if we are unable
to raise  sufficient new equity to fully  implement our business  plan,  once we
have  obtained a listing on the OTC Bulletin  Board we will be able to build our
business  through the purchase of paintball  businesses and assets in return for
the issue of shares of our common  stock.  There can be no  assurance we will be
able to successfully complete any of these proposed transactions.

At present, we have brought our financial books and records up to date, become a
fully reporting  company  pursuant to Section 12 (g) of the Securities  Exchange
Act  of  1934,  appointed  a  highly  experienced  paintball  executive  as  our
non-executive  director,  initiated an up date of our initial  business  plan to
reflect recent developments within the paintball sector,  appointed a consultant
to seek potential  acquisition targets within the paintball sector and intend to
launch a website to sell paintball products shortly.

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

PLAN OF OPERATIONS

We intend to attempt to raise $250,000 in an initial  private  placement  during
2008 to fund our business plan.

Our proposed operating budget for the next twelve months is:

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

                                       16
<PAGE>

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

There can be no  assurance  we will be able to raise  sufficient  debt or equity
financing to fund ongoing  operations and implement our proposed  business plan,
recruit  senior  management  with the  skill and  experience  to  implement  our
business  plan  effectively,  identify  and  acquire  real  estate  in  suitable
locations  on which to build  paintball  parks,  obtain the  necessary  planning
approvals to build our paintball parks,  build our paintball parks that directly
address market demand in a cost effective manner,  identify  existing  paintball
parks we would wish to  acquire,  negotiate  successfully  to  acquire  existing
paintball parks we wish to acquire, operate our paintball parks, whether we have
built them ourselves or acquired them, on a profitable  basis,  provide services
and products in connection with paintball sport activities at our facilities and
through a website on a  profitable  basis within a fiercely  competitive  market
place,  avoid, or effectively  insurance against,  liability claims for personal
injury incurred by customers at our paintball parks or using paintball equipment
we have  provided to them,  successfully  achieve a listing on the OTC  Bulletin
Board,  be able to  identify  or  successfully  negotiate  to acquire  assets or
businesses in the paintball  sector in return for shares of our common stock, or
that any  stockholder  will  realize any return on their  shares  after any such
transactions have been completed.

Liquidity and Capital Resources

At March 31, 2008, we had total assets of $13,213  consisting solely of cash, no
operating business or other source of income, total liabilities of $114,841, all
current, and a stockholder' deficit of $101,628.

In our financial  statements for the years ended December 31, 2007 and 2006, 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 the three months
ended March 31, 2008 and 2007,  have been  prepared  on a going  concern  basis,
which  contemplates  the realization of assets and the settlement of liabilities
and  commitments  in the normal course of business.  At March 31, 2008, we had a
working  capital  deficit of $101,628  and  reported an  accumulated  deficit of
$538,419.

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.

                                       17
<PAGE>

Since his appointment on August 31, 2006 and through March 31, 2008, Mr. Cutler,
our sole officer and a director,  has made net advances to us of $118,711 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 March 31,  2008,  the Company  owed Mr.  Cutler
$58,711. There can be no assurance that Mr. Cutler will continue to provide such
financing on an ongoing basis

RESULTS OF OPERATIONS

THREE  MONTHS ENDED MARCH 31, 2008  COMPARED TO THE THREE MONTHS ENDED  DECEMBER
31, 2007

During the three  months  ended  March 31,  2008 and 2007,  the  Company did not
recognize any revenues from its minimal operations.

General and Administrative Expenses

During the three months ended March 31, 2008, we incurred $43,303 in general and
administrative  expenses compared to $66,174 in the three months ended March 31,
2007, a decrease of $22,871.

During the three months ended March 31, 2007, we incurred substantial consulting
and  professional  fees in  bringing  our  affairs  up to  date as no  financial
statements  had been  produced  since  December  2003. By the three months ended
March 31, 2008, our affairs were once again current and no additional costs were
required in respect of prior periods.

Interest Expense

We recognized an interest  expense of $1,035 during the three months ended March
31, 2008,  compared to $1,574  during the three months ended March 31, 2007,  an
increase of $539. This interest  expense relates to the interest  accrued on the
loan made to us by certain of our officers and shareholders.

Provision for Income Taxes

No provision  for income taxes was required  during the three months ended March
31, 2008 or 2007, as we generated tax losses in both periods.

Net Loss and Comprehensive Loss

During the three  months  ended  March 31,  2008,  we  recognized  a net loss of
$44,337  compared to a net loss of $67,747  during the three  months ended March
31, 2007, a decrease of $23,410 due to the factors discussed above.

The  comprehensive  loss was  identical  to the net loss  during  both the three
months ended March 31, 2008 and 2007.

                                       18
<PAGE>

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

At March 31, 2008, we had total assets of $13,213  consisting solely of cash, no
operating business or other source of income, total liabilities, all current, of
$114,841 and a stockholder' deficit of $101,628.

Net cash used in operations in the three months ended March 31, 2008 was $20,104
compared  to $66,994 in the three  months  ended  March 31,  2007.  In the three
months ended March 31, 2008, our net lossrs, without any need for adjustment for
non-cash items, resulted in a negative cash flow of $44,337, which was partially
offset by a positive cash flow of $24,233 generated from the net movement in our
operating  assets and  liabilities.  This compares with net losses,  without any
need for  adjustment  for non-cash  items,  of $67,747 in the three months ended
March 31,  2007,  which was  partially  offset by a  positive  cash flow of $753
generated from the net movement in our operating assets and liabilities.

No cash was provided by or used in investing  activities during the three months
ended March 31, 2008 or 2007.

Net cash  provided by financing  activities  during the three months ended March
31,  2008,  was  $19,100  compared to $66,959  net cash  provided  by  financing
activities during the three months ended March 31, 2007, a decrease $47,859. The
decrease was due to reduced funding  required to be provided to us through loans
from our shareholders.

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


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


ITEM 3.  QUANTATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

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

ITEM 4.  CONTROLS AND PROCEDURES

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


                                       19
<PAGE>

ITEM 4T. CONTROLS AND PROCEDURES

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

                           PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

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

ITEM 2.  CHANGES IN SECURITIES

During the period of January 1, 2008 through March 31, 2008, the Company did not
make any sales or issuances of its unregistered securities.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

We are in default under the terms of a loan note with a former officer, director
and a shareholder  of the Company as described in Note 5 Loan from  Shareholders
in the Notes to Financial Statements above.

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

NONE.

ITEM 5.  OTHER INFORMATION

NONE.

ITEM 6.  EXHIBITS

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

     Exhibit 31     Certification of Chief Executive Officer pursuant to Section
                    302 of the Sarbanes-Oxley Act

     Exhibit 32     Certification  of Principal  Executive  Officer  pursuant to
                    Section 906 of the Sarbanes-Oxley Act















                                       20
<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 7, 2008                       By: /s/ DAVID J. CUTLER
                                               ---------------------------
                                               David J Cutler
                                               Chief Executive Officer, &
                                               Chief Financial Officer





















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