UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 10Q
(Mark One)

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

                FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 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 November 14, 2008, there were 7,488,804 shares of the registrant's  common
stock, no par value, issued and outstanding.


<PAGE>

<TABLE>
<CAPTION>

                             ATOMIC PAINTBALL, INC.

                                      INDEX

<S>                                                                                              <C>

PART I - FINANCIAL INFORMATION

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

Balance Sheet - September 30, 2008 and December 31, 2007                                           3

Statement of  Operations  - Three and Nine months ended  September  30, 2008 and
    2007 and for the period from inception (May 8, 2001) through
   September 30, 2008                                                                              4

Statement of Cash Flows - Three and Nine  months  ended  September  30, 2008 and
    2007and for the period from inception (May 8, 2001) through
    September 30, 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
</TABLE>



                                       2
<PAGE>


                                     PART I

ITEM 1. FINANCIAL STATEMENTS

<TABLE>
<CAPTION>

                             ATOMIC PAINTBALL, INC.
                         (A DEVELOPMENT STAGE COMPANY)

                                 BALANCE SHEETS

                                                                                           SEPTEMBER 30,       DECEMBER 31,
                                                                                               2008               2007
                                                                                            (Unaudited)         (Audited)
                              ASSETS
<S>                                                                                       <C>                <C>

Current Assets

      Cash & Cash Equivalents                                                             $       6,748      $      14,217
      Prepaid Expenses                                                                                -                361

                                                                                            ------------       ------------
                  Total Current Assets                                                            6,748             14,578

                                                                                            ------------       ------------
      TOTAL ASSETS                                                                        $       6,748      $      14,578
                                                                                            ============       ============

                              LIABILITIES & STOCKHOLDERS' DEFICIT

Current Liabilities

      Accounts Payable                                                                    $      33,296      $       7,014
      Accrued Expenses                                                                           12,459              8,166
      Loans from Shareholders                                                                   110,564             56,689

                                                                                            ------------       ------------
                  Total Liabilities, all current                                                156,320             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 September 30, 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 September 30, 2008 and
        December 31, 2007, respectively

      Deficit accumulated during the development stage.                                        (586,362)          (494,082)

                                                                                            ------------       ------------
                  Total Stockholders' Deficit                                                  (149,572)           (57,291)

                                                                                            ------------       ------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                                               $       6,748      $      14,578
                                                                                            ============       ============
</TABLE>
                         See accompanying Notes to Financial Statements.

                                               3

<PAGE>

<TABLE>
<CAPTION>

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

                                                                                                   FROM INCEPTION
                                            THREE MONTHS ENDED        NINE MONTHS ENDED             (May 8, 2001)
                                              SEPTEMBER 30,              SEPTEMBER 30,          THROUGH SEPTEMBER 30,
                                           2008          2007          2008          2007                2008
                                      --------------  --------------------------  -----------       --------------
<S>                                   <C>            <C>          <C>           <C>                 <C>

OPERATING EXPENSES

      General and Administrative      $      18,270 $      17,656 $      87,810 $    109,667        $     575,225
      Depreciation and amortization               -             -             -            -                6,835
      Gain on Settlement of Liabilities           -             -             -            -              (13,600)

                                      --------------  --------------------------  -----------         ------------
      Total Operating Expenses               18,270        17,656        87,810      109,667              568,460

OPERATING LOSS                              (18,270)      (17,656)      (87,810)    (109,667)            (568,460)

OTHER INCOME (EXPENSE)
      Interest Expense                       (1,956)         (749)       (4,471)      (3,473)             (17,902)

                                      --------------  --------------------------  -----------         ------------
Net Loss before Income Taxes                (20,227)      (18,405)      (92,281)    (113,139)            (586,362)

Income tax expense                                -             -             -            -                    -

                                      --------------  --------------------------  -----------         ------------
NET LOSS                              $     (20,227)$     (18,405)$     (92,281)$   (113,139)       $    (586,362)
                                      ==============  ==========================  ===========         ============

NET LOSS PER COMMON SHARE

      Basic & Diluted                        ($0.00)       ($0.00)       ($0.01)      ($0.02)              ($0.24)
                                      ==============  ==========================  ===========         ============

WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING

      Basic & Diluted                    7,488,804     7,132,804     7,488,804    6,537,891            2,463,966
                                      ==============  ==========================  ===========         ============
</TABLE>


                         See accompanying Notes to Financial Statements.

                                               4
<PAGE>

<TABLE>
<CAPTION>

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


                                                                                                        FROM INCEPTION
                                                                        NINE MONTHS ENDED               (May 8, 2001)
                                                                          SEPTEMBER 30,              THROUGH SEPTEMBER 30,
                                                                       2008           2007                2008

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

CASH FLOW  FROM OPERATING ACTIVITIES

NET LOSS                                                         $      (92,281)$     (113,139)    $       (586,362)

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                            26,282         (3,184)              46,896
      Increase in Accrued Expenses                                        4,293          4,472               12,459

                                                                 ------------------------------      ---------------
      Total Cash Flow Used In Operating Activities                      (61,344)      (111,816)            (348,364)

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                             53,875         33,375              184,411
      Net Proceeds from Issuance of Common Stock                              -        100,000              106,000
      Net Proceeds from Issuance of Preferred Stock                           -              -               75,000

                                                                   -------------  -------------      ---------------
      Total Cash Flow Provided By Financing Activities                   53,875        133,375              365,411

NET (DECREASE) INCREASE IN CASH & CASH EQUIVALENTS               $       (7,469)$       21,559     $          6,748
                                                                   =============  =============      ===============

Cash and Cash Equivalents at the beginning of the period         $       14,217 $           44     $              -
                                                                   =============  =============      ===============
Cash and Cash Equivalents at the end of the period               $        6,748 $       21,603     $          6,748
                                                                   =============  =============      ===============

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

                         See accompanying Notes to Financial Statements.

                                               5
<PAGE>

                             ATOMIC PAINTBALL, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 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.  In FINRA's  response to the Form 15c-211 that was filed on our
behalf,  FINRA took the position that,  under their own  interpretation  of what
constitutes a "shell"  company as opposed to a "development"  stage company,  we
constitute  a  "shell"  company  rather  than  a  "development"  stage  company.
Accordingly  FINRA  instructed  us to re-file our previous  filings with the SEC
with the "box  checked" on the first page to indicate we are a shell company (as
defined in Rule 12b-2 of the Exchange  Act).  Our management is in no doubt that
we were,  and are, a  development  stage  company as  defined  by  Statement  of
Financial  Accounting  Standards No 7 "Accounting  and Reporting by  Development
Stage Enterprises". Our management's belief that we were, and are, a development
stage  company is  supported  by current SEC  guidelines,  our  auditors and our
outside legal counsel. At the same time, our management recognizes FINRA's right
to apply its own definition to this issue.  Accordingly in accordance with FINRA
instructions,  this Form 10Q has is filed  with the "box  checked"  on the first
page to  indicate  we are a shell  company  (as  defined  in Rule  12b-2  of the
Exchange Act) and we have submitted amended filings for the Form 10SB/A filed on
November 29, 2007 and the Form 10KSB filed on April 3, 2008 that  similarly have
the "box  checked"  on the first page to  indicate  we are a shell  company  (as
defined in Rule 12b-2 of the Exchange Act). Amending our filings in this way, on
the  instruction of FINRA,  in no way alters the fact that we have, and continue



                                       6
<PAGE>

to,  consistently  pursue  our  business  plan  to  own  and  operate  paintball
facilities  and to provide  services and products in connection  with  paintball
sport activities at our facilities and through a website.

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

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

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 and  eligible  to be  quoted on both the Over the  Counter  Bulletin
Board and the Pink Sheets, 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.

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 and
nine months ended  September  30, 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


                                       7
<PAGE>

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.

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 and nine months ended
September  30, 2008 and 2007 or during the period from  inception  (May 8, 2001)
through September 30, 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

                                       8
<PAGE>

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 and nine  months  ended  September  30, 2008 and 2007 or during the period
from inception (May 8, 2001) through September 30, 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 and nine months ended  September  30, 2008 and 2007 and during the
period  from  inception  (May 8, 2001)  through  September  30, 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 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.


                                       9
<PAGE>

In March 2008, the FASB issued Statement No. 161,  "Disclosures about Derivative
Instruments and Hedging  Activities"  ("SFAS No. 161").  SFAS No. 161 amends and
expands the  disclosure  requirements  of  Statement  No. 133,  "Accounting  for
Derivative   Instruments  and  Hedging   Activities."  It  requires  qualitative
disclosures about objectives and strategies for using derivatives,  quantitative
disclosures  about   credit-risk-related   contingent   features  in  derivative
agreements. SFAS No. 161 is effective for financial statements issued for fiscal
years and interim  periods  beginning  after November 15, 2008. The Company does
not anticipate  the adoption of SFAS No. 161 will have a material  impact on its
results of operations, cash flows or financial condition.

In April 2008, the FASB issued FSP FAS 142-3,  "Determination of the Useful Life
of Intangible  Assets" ("FSP FAS 142-3").  FSP FAS 142-3 amends the factors that
should be  considered  in developing  renewal or extension  assumptions  used to
determine the useful life of a recognized  intangible asset under FASB Statement
No. 142,  "Goodwill and Other  Intangible  Assets".  FSP FAS 142-3 also requires
expanded  disclosure  related to the  determination  of intangible  asset useful
lives.  FSP FAS 142-3 is effective  for financial  statements  issued for fiscal
years beginning after December 15, 2008, and interim periods within those fiscal
years.  The Company does not expect that the adoption of FSP FAS 142-3 will have
a  material  effect on its  consolidated  results  of  operations  or  financial
condition.

In May 2008, the FASB issued FASB Staff Position (FSP) No. APB 14-1  "Accounting
for  Convertible  Debt  Instruments  That May Be Settled in Cash upon Conversion
(Including  Partial Cash  Settlement)" (FSP APB 14-1). FSP APB 14-1 requires the
issuer of certain  convertible  debt instruments that may be settled in cash (or
other assets) on conversion to separately  account for the liability  (debt) and
equity  (conversion  option)  components  of the  instrument  in a  manner  that
reflects the  issuer's  non-convertible  debt  borrowing  rate.  FSP APB 14-1 is
effective for fiscal years  beginning  after  December 15, 2008 on a retroactive
basis and will be adopted by the  Company in the first  quarter of fiscal  2009.
The  Company  does not  expect the  adoption  of FSP APB 14-1 to have a material
effect on its results of operations and financial condition.

In June 2008, the Financial  Accounting  Standards  Board  ("FASB")  issued FASB
Staff Position ("FSP") EITF 03-6-1,  "Determining Whether Instruments Granted in
Share-Based  Payment  Transactions  are  Participating   Securities."  This  FSP
provides that unvested  share-based  payment awards that contain  nonforfeitable
rights to  dividends  or  dividend  equivalents  (whether  paid or  unpaid)  are
participating  securities  and shall be included in the  computation of earnings
per share pursuant to the two-class  method.  The FSP is effective for financial
statements  issued for fiscal years  beginning  after  December  15,  2008,  and
interim periods within those fiscal years. Upon adoption, companies are required
to retrospectively adjust earnings per share data (including any amounts related
to interim  periods,  summaries  of earnings  and  selected  financial  data) to
conform to provisions of this FSP. The Company does not  anticipate the adoption
of FSP EITF  03-6-1 will have a material  impact on its  results of  operations,
cash flows or financial condition.

2.       GOING CONCERN AND LIQUIDITY:

At September  30, 2008,  we had total assets of $6,748  consisting  of cash,  no
operating business or other source of income,  outstanding  liabilities totaling
$156,320 and a stockholder' deficit of $149,572.

                                       10
<PAGE>

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 and nine
months ended  September 30, 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 September 30,
2008, we had a working  capital  deficit of $149,572 and reported an accumulated
deficit of $586,362.

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.

Since his  appointment  on August 31, 2006 and through  September 30, 2008,  Mr.
Cutler, our sole officer and a director, has made net advances to us of $158,486
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 September 30, 2008, the Company owed Mr.
Cutler  $98,486.  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 September 30, 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  September  30, 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


                                       11
<PAGE>

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 June 30, 2008, Mr. Cutler,
our sole officer and a director,  has made net advances to us of $158,486 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 June 30,  2008,  the  Company  owed Mr.  Cutler
$98,486. 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.

In May 2007, Mr. Perlmutter, our non-executive director,  subscribed for 200,000
shares  of  our  common  stock  at  a  price  of  $0.125  per  share  for  total
consideration of $25,000.

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 June 30, 2008, Mr. Cutler,
our sole officer and a director,  has made net advances to us of $158,486 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 September 30, 2008,  the Company owed Mr. Cutler
$98,486. 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.

                                       12
<PAGE>

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.

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

                                       13
<PAGE>

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.

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.

In April and May 2007, we issued  800,000  shares of our common stock at a price
of  $0.125  per  share  for  total  consideration  of  $100,000  to a number  of
accredited  investors.   One  of  these  investors  was,  Mr.  Perlmutter,   our
non-executive director, who subscribed for 200,000 shares of our common stock at
a price of $0.125 per share for total consideration of $25,000.

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 and nine months
ended September 30, 2008 or 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  September 30, 2008
and therefore  have not been subject to federal or state income  taxes.  We have
accumulated tax losses  available for carry forward of  approximately  $586,000.
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.

                                       14
<PAGE>

10. SUBSEQUENT EVENTS

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


















                                       15
<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, 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.

                                       16
<PAGE>

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

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

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

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 and  eligible  to be  quoted on both the Over the  Counter  Bulletin
Board and the Pink Sheets, 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.


                                       17
<PAGE>

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
                                                   =============

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

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


                                       18
<PAGE>

Liquidity and Capital Resources

At September  30, 2008,  we had total assets of $6,748  consisting  of cash,  no
operating business or other source of income,  outstanding  liabilities totaling
$156,320 and a stockholder' deficit of $149,572.

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 and nine
months ended  September 30, 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 September 30,
2008, we had a working  capital  deficit of $149,572 and reported an accumulated
deficit of $586,362.

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.

Since his  appointment  on August 31, 2006 and through  September 30, 2008,  Mr.
Cutler, our sole officer and a director, has made net advances to us of $158,486
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 September 30, 2008, the Company owed Mr.
Cutler  $98,486.  There can be no  assurance  that Mr.  Cutler will  continue to
provide such financing on an ongoing basis

RESULTS OF OPERATIONS

THREE  MONTHS  ENDED  SEPTEMBER  30,  2008  COMPARED TO THE THREE  MONTHS  ENDED
SEPTEMBER 30, 2007

During the three months ended  September 30, 2008 and 2007,  the Company did not
recognize any revenues from its minimal operations.

General and Administrative Expenses

During the three months ended September 30, 2008, we incurred $18,270 in general
and administrative expenses, broadly in line with the $17,656 we incurred in the
three months ended September 30, 2007.


                                       19
<PAGE>

Interest Expense

We  recognized  an  interest  expense of $1,956  during the three  months  ended
September  30,  2008,  compared to $749  incurred  during the three months ended
September 30, 2007, an increase of $1,207.

This interest  expense relates to the interest accrued on the loan made to us by
certain of our  officers  and  shareholders.  The  increase in interest  expense
between the two periods  reflects the increase in the principal  balances of the
loan between the two periods

Provision for Income Taxes

No  provision  for  income  taxes was  required  during the three  months  ended
September 30, 2008 or 2007, as we generated tax losses in both periods.

Net Loss and Comprehensive Loss

During the three months ended  September  30, 2008,  we recognized a net loss of
$20,227 as  compared  to a net loss of  $18,405,  we  incurred  during the three
months ended  September  30, 2007,  an increase of $1,822 due to the factors set
out above.

The  comprehensive  loss was  identical  to the net loss  during  both the three
months ended September 30, 2008 and 2007.

NINE MONTHS ENDED SEPTEMBER 30, 2008 COMPARED TO THE NINE MONTHS ENDED SEPTEMBER
30, 2007

During the nine months ended  September  30, 2008 and 2007,  the Company did not
recognize any revenues from its minimal operations.

General and Administrative Expenses

During the nine months ended September 30, 2008, we incurred  $87,810 in general
and  administrative  expenses  compared to  $109,667  in the nine  months  ended
September 30, 2007, a decrease of $21,857.

During the nine  months  ended  September  30,  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 nine months
ended  September 30, 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 $4,471  during the nine  months  ended
September  30, 2008,  compared to $3,473  incurred  during the nine months ended
September 30, 2007, an increase of $998.

                                       20
<PAGE>

This interest  expense relates to the interest accrued on the loan made to us by
certain of our  officers  and  shareholders.  The  increase in interest  expense
between the two periods  reflects the increase in the principal  balances of the
loan between the two periods

Provision for Income Taxes

No  provision  for  income  taxes was  required  during  the nine  months  ended
September 30, 2008 or 2007, as we generated tax losses in both periods.

Net Loss and Comprehensive Loss

During the nine months ended  September  30, 2008,  we  recognized a net loss of
$92,281  compared  to a net  loss of  $113,139  during  the  nine  months  ended
September  30,  2007,  a decrease  of $20,858  due to a decrease  in general and
administrative expenses as discussed above.

The comprehensive loss was identical to the net loss during both the nine months
ended September 30, 2008 and 2007.

CASH FLOW  INFORMATION  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2008 COMPARED TO
THE NINE MONTHS ENDED SEPTEMBER 30, 2007

At September  30, 2008,  we had total assets of $6,748  consisting  of cash,  no
operating business or other source of income,  outstanding  liabilities totaling
$156,320 and a stockholder' deficit of $149,572.

Net cash used in  operations in the nine months ended  September  30, 2008,  was
$61,344  compared to $111,816 in the nine months  ended  September  30,  2007, a
decrease of $50,472.  In the nine  months  ended  September  30,  2008,  our net
losses,  without  any need for  adjustment  for  non-cash  items,  resulted in a
negative  cash flow of $92,281,  which was  partially  offset by a positive cash
flow of $30,947  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,  which  resulted in negative  cash flow of $113,139 in the nine
months ended September 30, 2007,  which was partially  offset by a positive cash
flow of $1,323  generated  from the net  movement  in our  operating  assets and
liabilities.

No cash was provided by or used in investing  activities  during the nine months
ended September 30, 2008 or 2007.

Net cash provided by financing activities during the nine months ended September
30,  2008,  was  $53,875  compared to $133,375  net cash  provided by  financing
activities  during the nine months ended September 30, 2007, a decrease $79,500.
During nine months  ended  September  30, 2007 we issued  800,000  shares of our
common stock at a price of $0.125 per share for total  consideration of $100,000
to a number of  accredited  investors  and we also  received net loan finance of
$33,375 from one of our directors.  During nine months ended  September 30, 2008
we received no equity  funding and received net loan finance of $53,875 from one
of our directors.


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<PAGE>


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

ITEM 3.  QUANTATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

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

ITEM 4.  CONTROLS AND PROCEDURES

As of the 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.

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.  Our internal control over financial  reporting includes
those policies and procedures that:

         (i)        pertain to the  maintenance  of records  that, in reasonable
                    detail,  accurately and fairly reflect the  transactions and
                    dispositions of our assets;

         (ii)       provide reasonable  assurance that transactions are recorded
                    as necessary to permit preparation

         (iii)      provide reasonable  assurance regarding prevention or timely
                    detection of unauthorized

Management's  assessment of the  effectiveness  of the small  business  issuer's
internal  control over financial  reporting is as of the quarter ended September
30,  2008.  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.

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<PAGE>

Because of its inherent  limitations,  internal control over financial reporting
may not prevent or detect misstatements.  Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate  because of changes in  conditions,  or that the degree of compliance
with the policies or procedures may deteriorate.

This quarterly  report does not include an  attestation  report of the Company's
registered  public  accounting  firm regarding  internal  control over financial
reporting.  Management's  report was not subject to attestation by the Company's
registered  public accounting firm pursuant to temporary rules of the Securities
and Exchange  Commission  that permit the Company to provide  only  management's
report in this annual report.

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

                           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

Changes in our  securities in the period  January 1, 2008 through  September 30,
2008 are  described  in Note 7  Stockholders'  Deficit in the Notes to Financial
Statements above.

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

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


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<PAGE>

                                   SIGNATURES

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

                                             ATOMIC PAINTBALL, INC.



Date: November 12, 2008                       By: /s/ DAVID J. CUTLER
                                              ----------------------------------
                                                  David J. Cutler
                                                  Chief Executive Officer, &
                                                  Chief Financial Officer


















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