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, 2009

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

            For the transition period from __________ to ___________

                        Commission file number: 000-52856

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

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

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

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

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

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

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

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

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

<PAGE>

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

Indicate  by check mark  whether  the  registrant  has filed all  documents  and
reports  required  to be filed by  Sections  12,  13 or 15(d) of the  Securities
Exchange Act of 1934 subsequent to the  distribution of securities  under a plan
confirmed by a court. [ ] 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 13, 2009, there
were 7,488,804 shares of the registrant's common stock, no par value, issued and
outstanding.























<PAGE>

<TABLE>
<CAPTION>

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

PART I - FINANCIAL INFORMATION

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

Balance Sheet - September 30, 2009 and December 31, 2008                            3

Statement of  Operations - Three and Nine months  ended  September  30, 2009 and
2008 and for the period from inception (May 8, 2001) through
September  30, 2009                                                                 4

Statement of Cash Flows - Nine months ended  September 30, 2009 and 2008 and for
the period from inception (May 8, 2001) through September 30, 2009 5

Notes to Financial Statements                                                       6

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

Item 3.  Quantitative and Qualitative Disclosures About Market Risk                18

Item 4. Controls and Procedures                                                    19

Item 4T.  Controls and Procedures                                                  19

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings                                                         19

Item 1A. Risk Factors - Not Applicable                                             19

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

Item 3.  Defaults Upon Senior Securities                                           19

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

Item 5.  Other Information                                                         19

Item 6.  Exhibits                                                                  19

SIGNATURES                                                                         20
</TABLE>


<PAGE>



                                     PART I

ITEM 1. FINANCIAL STATEMENTS

<TABLE>
<CAPTION>

                                     ATOMIC PAINTBALL, INC.
                                 (A DEVELOPMENT STAGE COMPANY)
                                         BALANCE SHEETS

                                                                                              SEPTEMBER 30,     DECEMBER 31,
                                                                                                  2009             2008
                                                                                              (Unaudited)       (Audited)
                              ASSETS
<S>                                                                                       <C>                <C>

Current Assets

      Cash & Cash Equivalents                                                             $           -      $           -
      Assets of Discontinued Operations                                                              50              2,492
                                                                                            ------------       ------------
                  Total Current Assets                                                               50              2,492

                                                                                            ------------       ------------
      TOTAL ASSETS                                                                        $          50      $       2,492
                                                                                            ============       ============

                              LIABILITIES & STOCKHOLDERS' DEFICIT

Current Liabilities

      Liabilities of Discontinued Operations                                              $     264,135      $     172,557
                                                                                            ------------       ------------
                  Total Liabilities, all current                                                264,135            172,557
                                                                                            ------------       ------------

COMMITMENTS AND CONTINGENCIES (Note 5)

STOCKHOLDERS' (DEFICIT)

      Preferred Stock, no par value: 2,000,000 shares authorized
      Series A Convertible Preferred Stock, no par value; 400,000 shares authorized                   -                  -
        no shares issued and outstanding as at September 30, 2009 and December 31, 2008
        respectively, with a $0.25 per share liquidation preference'

      Common Stock, no par value: 10,000,000 shares authorized,                                 436,790            436,790
        7,488,804 shares issued and outstanding as at September 30, 2009 and
        December 31, 2008, respectively

      Deficit accumulated during the development stage.                                        (700,876)          (606,855)

                                                                                            ------------       ------------
                  Total Stockholders' Deficit                                                  (264,085)          (170,065)

                                                                                            ------------       ------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                                               $          50      $       2,492
                                                                                            ============       ============
</TABLE>

                         See accompanying Notes to Financial Statements.


                                       3
<PAGE>

<TABLE>
<CAPTION>

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

                                                                                                     FROM INCEPTION
                                            THREE MONTHS ENDED         NINE MONTHS ENDED              (May 8, 2001)
                                               SEPTEMBER 30,               SEPTEMBER 30,           THROUGH SEPTEMBER 30,
                                            2009          2008          2009          2008                2009

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

CONINTUING OPERATING EXPENSES

      General and Administrative       $           - $           - $           - $           -     $              -

                                       --------------  ------------  ------------  ------------      ---------------
      Total Operating Expenses                     -             -             -             -                    -

OPERATING LOSS                                     -             -             -             -                    -

OTHER INCOME (EXPENSE)
      Interest Expense                             -             -             -             -                    -

                                       --------------  ------------  ------------  ------------      ---------------
Net Loss before Income Taxes                       -             -             -             -                    -

Income tax expense                                 -             -             -             -                    -
                                         ------------  ------------  ------------  ------------      ---------------

Loss from continuting operations                   -             -             -             -                    -

Loss from discontinued operations            (24,399)      (54,532)      (94,039)      (68,418)            (700,876)

                                       --------------  ------------  ------------  ------------      ---------------
NET LOSS                               $     (24,399)$     (54,532)$     (94,039)$     (68,418)    $       (700,876)
                                       ==============  ============  ============  ============      ===============

NET LOSS PER COMMON SHARE

  Basic & Diluted, continuing operations           -             -             -             -
  Basic & Diluted, discontinued operations         *         (0.01)        (0.01)        (0.01)
                                         ------------  ------------  ------------  ------------
  Basic & Diluted                                  *       $ (0.01)      $ (0.01)      $ (0.01)
                                         ============  ============  ============  ============

WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING

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

* Less than ($0.01) per share.

                                 See accompanying Notes to Financial Statements.
</TABLE>



                                       4
<PAGE>

<TABLE>
<CAPTION>

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

                                                                                                   FROM INCEPTION
                                                                         NINE MONTHS ENDED         (May 8, 2001)
                                                                           SEPTEMBER 30,        THROUGH SEPTEMBER 30,
                                                                        2009           2008         2009

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

CASH FLOW  FROM OPERATING ACTIVITIES

NET LOSS FROM CONTINUING OPERATIONS                               $            -  $           -      $             -

ADJUSTMENTS TO RECONCILE NET LOSS TO NET CASH
PROVIDED BY (USED IN) OPERATING ACTIVITIES
      Depreciation                                                             -              -                    -

CHANGES IN OPERATING ASSETS & LIABILITIES

                                                                  ------------------------------       --------------
      Total Cash Flow Used In Operating Activities                             -              -                    -

CASH FLOW FROM INVESTING ACTIVITIES
      Purchase of Fixed Assets                                                 -              -                    -
                                                                    -------------   ------------       --------------
      Total Cash Flow Used In Investing Activities                             -              -                    -


CASH FLOW FROM FINANCING ACTIVITIES

                                                                    -------------   ------------       --------------
      Total Cash Flow Provided By Financing Activities                         -              -                    -

CASH USED IN DISCONTINUED OPERATIONS                                      (2,442)        (7,469)                  50

NET (DECREASE) INCREASE IN CASH & CASH EQUIVALENTS                $       (2,442) $      (7,469)     $             -
                                                                    =============   ============       ==============

Cash and Cash Equivalents at the beginning of the period          $        2,492  $      14,217      $             -
                                                                    =============   ============       ==============
Cash and Cash Equivalents at the end of the period                $           50  $       6,748      $            50
                                                                    =============   ============       ==============

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, 2009
                                   (UNAUDITED)

1.       NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES:

Nature of  Operations  - Atomic  Paintball,  Inc.("we"  or "the  Company"),  was
incorporated  on May 8,  2001 in the  State  of  Texas  as a  development  stage
corporation which planned to own and operate paintball facilities and to provide
services and products in connection with paintball  sport  activities at its own
facilities and through a website.

On June 29, 2009, the Company (the Debtor) filed a voluntary petition for relief
in the United  States  Bankruptcy  Court,  Northern  District  of Texas,  Dallas
District  under Chapter 7 of Title 7 of the U.S.  Bankruptcy  Code,  case number
09-34008-7. Under Chapter 7, all claims against the Debtor in existence prior to
the filing of the petition for relief under the U.S. Bankruptcy Code are stayed.

On October 1, 2009,  one of our  creditors  and our sole  director  and officer,
David J Cutler,  and our Trustee in  bankruptcy,  Scott  Seidel,  filed a Motion
Pursuant  toss.ss.105,  501,  and 502 and Fed.  R.  Bankr.  P.  9019  for  Order
Approving Bondholder  Settlement ("9019 Motion") with the Bankruptcy Court. This
9019 Motion has been objected to by  shareholders  of the Company,  J.H.  Brech,
LLC, Harry McMillan,  Charles J. Webb, Mark Dominey, Mark Armstrong, David Myers
and John E. Bradley ("Objecting Shareholders").

On October 15, 2009, Trustee, filed a Suggestion of Bankruptcy and Notice of the
Applicability  or Partial  Applicability  of the Automatic Stay of 11 U.S.C. ss.
362(a) in the  State  Court  Litigation.  Subsequently,  on  October  16,  2009,
Plaintiffs and Defendant  David Cutler  executed a Rule 11 Standstill  Agreement
staying the State Court  Litigation until the Bankruptcy Court rules on the 9019
Motion or upon 14 days written notice of either party.

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

A hearing on both the 9019 Motion and the Motion to Dismiss is set at 2:30 p.m.,
December 17, 2009, before Judge Jernigan, United States Bankruptcy Court for the
Northern District of Texas, Dallas Division.

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

                                       6
<PAGE>

the financial  statements not misleading.  Operating results for the nine months
ended September 30, 2009 are not necessarily  indicative of the results that may
be expected for the year ended  December 31, 2009.  For more complete  financial
information,  these unaudited financial statements should be read in conjunction
with the  audited  financial  statements  for the year ended  December  31, 2008
included in our Annual Report on Form 10-K filed with the SEC.

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

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

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

                  Leasehold Improvements             1 year
                  Equipment                          7 years
                  Computer Equipment                 5 years

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

                                       7
<PAGE>

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 had no revenue
during the three and nine months ended September 30, 2009 and 2008 or during the
period from inception (May 8, 2001) through September 30, 2009.

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

There were no differences between our comprehensive loss and net loss during the
three and nine  months  ended  September  30, 2009 and 2008 or during the period
from inception (May 8, 2001) through September 30, 2009.

Income (Loss) Per Share -- The income (loss) per share is presented as 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, 2009 and 2008 and during the
period from  inception  (May 8, 2001)  through  September  30, 2009, we have had
losses in all periods  since our  inception  and,  therefore,  the effect of all
additional potential common stock would be antidilutive.

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

Business  Segments -- We believe that our  activities  during the three and nine
months ended September 30, 2009 and 2008 comprised a single segment.

Recently  Issued  Accounting  Policies - In June 2009, the Financial  Accounting
Standards Board ("FASB") issued Accounting  Standards  Codification ("ASC") 105,
"Generally  Accepted  Accounting  Principals"  (formerly  Statement of Financial
Accounting   Standards   ("SFAS")  No.  168,  "The  FASB  Accounting   Standards
Codification and the Hierarchy of Generally  Accepted  Accounting  Principles").
ASC  105  establishes  the  FASB  ASC  as the  single  source  of  authoritative
nongovernmental  U.S.  GAAP.  The standard is  effective  for interim and annual
periods  ending after  September  15,  2009.  We adopted the  provisions  of the
standard on  September  30,  2009,  which did not have a material  impact on our
financial statements.

                                       8
<PAGE>

There were various  other  accounting  standards and  interpretations  issued in
2009,  none of which are  expected  to have a material  impact on the  Company's
financial position, operations or cash flows.

2.       GOING CONCERN:

In our  financial  statements  for the fiscal years ended  December 31, 2008 and
2007, the Report of the Independent  Registered  Public Accounting Firm includes
an explanatory  paragraph that describes  substantial doubt about our ability to
continue as a going concern. Our financial statements for the fiscal years ended
December 31, 2008 and 2007,  have been prepared on a going concern basis,  which
contemplates  the  realization of assets and the  settlement of liabilities  and
commitments in the normal course of business.  At September 30, 2009 we reported
an accumulated deficit of $700,876.

On June 29,  2009,  the  Company  filed a voluntary  petition  for relief in the
United States  Bankruptcy  Court,  Northern  District of Texas,  Dallas district
under Chapter 7 of Title 7 of the U.S.  Bankruptcy Code, case number 09-34008-7.
Under Chapter 7, all claims against the Debtor in existence  prior to the filing
of the petition for relief under the U.S. Bankruptcy Code are stayed.

These factors raise substantial doubt about the Company's ability to continue as
a going  concern.  The  financial  statements  do not  contain  any  adjustments
relating to the  recoverability  and classification of assets or the amounts and
classification  of  liabilities  that might be  necessary  should the Company be
unable to continue as a going concern.

3.  DISCONTINUED OPERATIONS

On June 29, 2009, the Company (the Debtor) filed a voluntary petition for relief
in the United  States  Bankruptcy  Court,  Northern  District  of Texas,  Dallas
district  under Chapter 7 of Title 7 of the U.S.  Bankruptcy  Code,  case number
09-34008-7. Under Chapter 7, all claims against the Debtor in existence prior to
the filing of the petition for relief under the U.S. Bankruptcy Code are stayed.

At June 30, 2009, the carrying  values of the Company's  assets and  liabilities
(presented  as  assets  and  liabilities  of  discontinued  operations)  were as
follows:

Assets:
  Cash                                 $                    50
                                       -----------------------
Total Assets                           $                    50
                                       =======================

Liabilities:
  Accounts payable                     $                40,742
  Accrued liabilities                                   18,856
 Loan from shareholder(1)                              180,138
                                       -----------------------
Total Liabilities                      $               239,736
                                       =======================


             (1)  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

                                       9
<PAGE>

            stock at $0.125  per  share.  This loan has not been  repaid and Ms.
            Smith has declined to convert the  outstanding  balance into shares.
            Accordingly,  the  entire  balance  of  the  loan  continues  to  be
            outstanding  and we  continue  to  accrue  interest  on the  balance
            outstanding.

            Mr. Cutler, our sole officer and a director, has made advances to us
            by way of a loan to support our ongoing  operating  costs and settle
            certain outstanding liabilities.  At June 30, 2009, the Company owed
            Mr. Cutler $168,060.  There can be no assurance that Mr. Cutler will
            continue to provide such financing on an ongoing basis.

4.  STOCKHOLDERS' DEFICIT:

Preferred Stock

In October  2003,  our Board of Directors  adopted a resolution to authorize the
issuance  (in series) of up to 2,000,000  shares of preferred  stock with no par
value.  Our board of directors  may  determine to issue shares of our  preferred
stock.  If done,  the  preferred  stock may be created and issued in one or more
series and with such designations,  rights, preference and restrictions as shall
be stated and  expressed  in the  resolution(s)  providing  for the creation and
issuance  of such  preferred  stock.  If  preferred  stock is issued  and we are
subsequently  liquidated or dissolved,  the preferred stock would be entitled to
our assets, to the exclusion of the common  stockholders,  to the full extent of
the preferred stockholders' interest in us.

No shares of our Preferred Stock were issued or outstanding during the three and
nine months ending September 30, 2009 or 2008.

Common Stock

We are authorized to issue  10,000,000  shares of common stock, no par value per
share.  The holders of common  stock are  entitled to one vote per share for the
election of directors and with respect to all other matters  submitted to a vote
of  stockholders.  Shares of common stock do not have cumulative  voting rights,
which  means  that the  holders of more than 50% of such  shares  voting for the
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.

                                       10
<PAGE>

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 nine  months  ended
September 30, 2009 or 2008.

5. COMMITMENTS AND CONTINGENCIES:

On June 9,  2009,  three  Atomic  shareholders  filed a lawsuit  against  Atomic
Director David Cutler in the County Court at Law No. 4 in Dallas County,  Texas,
styled JH Brech,  LLC et al. v. Cutler et al., Cause No.  CC-090-4654-D  ("State
Court  Litigation").  The state court granted a temporary  restraining  order on
June 9, 2009,  which required Cutler to refrain from: (a) marketing,  attempting
to sell,  transferring or otherwise  disposing of Atomic;  (b) causing Atomic to
issue any  further  shares of stock to  Cutler;  (c)  dissipating  any assets of
Atomic, including paying any amounts not in the ordinary course of business; and
(d)  transferring  any shares of stock to any third party. On June 18, 2009, the
Court granted  Plaintiffs' motion to extend the temporary  restraining order. On
June 22, 2009, Cutler filed a special  appearance and, subject thereto,  plea to
the jurisdiction and plea in abatement.  On June 26, 2009, Cutler made demand on
the Corporation's counsel for indemnity of attorneys fees incurred in defense of
the lawsuit. At the time of the demand, Cutler's legal fees exceeded $22,000.

Atomic filed for Chapter 7 bankruptcy on June 29, 2009 in a Title 11 Case styled
In re Atomic Paintball,  Case No.  09-34008-7,  now pending in the United States
Bankruptcy Court for the Northern  District of Texas,  Dallas Division.  Cutler,
thereafter,  on June 29, 2009 removed the State Court  Litigation  to the United
States  District  Court for the  Northern  District of Texas,  Dallas  Division,
styled JH Brech, LLC et al. v. Cutler et al., Case No.  3:09-CV1213-G  ("Federal
Litigation").  Plaintiffs in the State Court Litigation,  also on June 29, 2009,
filed a First Amended Petition.  On August 19, 2009, the District Court remanded
the Federal Litigation to the County Court at Law No. 4.

On October 1, 2009,  one of our  creditors  and our sole  director  and officer,
David  J  Cutler,  and  our  Trustee  in  bankruptcy  filed  a  Motion  Pursuant
toss.ss.105,  501,  and 502 and Fed.  R.  Bankr.  P.  9019 for  Order  Approving
Bondholder  Settlement  ("9019  Motion") with the  Bankruptcy  Court.  This 9019
Motion has been objected to by  shareholders of the Company,  J.H.  Brech,  LLC,
Harry McMillan,  Charles J. Webb, Mark Dominey, Mark Armstrong,  David Myers and
John E. Bradley ("Objecting Shareholders").

On October 15, 2009,  the Trustee filed a Suggestion of Bankruptcy and Notice of
the  Applicability  or Partial  Applicability of the Automatic Stay of 11 U.S.C.
ss.  362(a) in the State Court  Litigation.  Subsequently,  on October 16, 2009,
Plaintiffs and Defendant  David Cutler  executed a Rule 11 Standstill  Agreement
staying the State Court  Litigation until the Bankruptcy Court rules on the 9019
Motion or upon 14 days written notice of either party.

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

                                       11
<PAGE>

A hearing on both the 9019 Motion and the Motion to Dismiss is set at 2:30 p.m.,
December 17, 2009, before Judge Jernigan, United States Bankruptcy Court for the
Northern District of Texas, Dallas Division.

6. INCOME TAX

We have had losses since our Inception (May 8, 2001) through  September 30, 2009
and therefore  have not been subject to federal or state income  taxes.  We have
accumulated tax losses  available for carry forward of  approximately  $700,000.
The carry forward is subject to examination by the tax  authorities  and expires
at various  dates  through  the year 2029.  The Tax Reform Act of 1986  contains
provisions that limit the NOL carry forwards available for use in any given year
upon  the  occurrence  of  certain  events,  including  significant  changes  in
ownership  interest.  Consequently  following  the  issue of 55.1% of our  total
authorized  and issued share  capital in August 2006 to Mr.  Cutler,  one of our
directors,  our ability to use these losses is  substantially  restricted by the
impact of section 382 of the Internal Revenue Code.

NOTE 7.  SUBSEQUENT EVENTS

The Company has reviewed its activities,  since September 30, 2009 and has found
no other subsequent events other than those discussed in Note 1 and Note 5.























                                       12
<PAGE>

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

The following  discussion  should be read in conjunction  with the  consolidated
financial  statements  and notes  thereto  and the other  financial  information
included  elsewhere in this report.  This  discussion  contains  forward-looking
statements  that  involve  risks and  uncertainties.  You are urged to carefully
consider these factors, as well as other information contained in this Quarterly
Report on Form 10-Q and in our other periodic  reports and documents  filed with
the SEC.

OVERVIEW

We were  incorporated  on May 8, 2001,  in the State of Texas,  as a development
stage corporation  which planned to own and operate paintball  facilities and to
provide  services and products in connection with paintball sport  activities at
its own facilities and through a website.

On June 29, 2009, the Company (the Debtor) filed a voluntary petition for relief
in the United  States  Bankruptcy  Court,  Northern  District  of Texas,  Dallas
district  under Chapter 7 of Title 7 of the U.S.  Bankruptcy  Code,  case number
09-34008-7. Under Chapter 7, all claims against the Debtor in existence prior to
the filing of the petition for relief under the U.S. Bankruptcy Code are stayed.

On October 1, 2009,  one of our  creditors  and our sole  director  and officer,
David J Cutler,  and our  Trustee  in  bankruptcy,  filed a Motion  Pursuant  to
ss.ss.105,  501,  and 502 and  Fed.  R.  Bankr.  P.  9019  for  Order  Approving
Bondholder  Settlement  ("9019  Motion") with the  Bankruptcy  Court.  This 9019
Motion  has been  objected  to by certain of the  Company's  shareholders;  J.H.
Brech, LLC, Harry McMillan, Charles J. Webb, Mark Dominey, Mark Armstrong, David
Myers and John E. Bradley ("Objecting Shareholders").

On October 15, 2009,  the Trustee filed a Suggestion of Bankruptcy and Notice of
the  Applicability  or Partial  Applicability of the Automatic Stay of 11 U.S.C.
ss.  362(a) in the State Court  Litigation.  Subsequently,  on October 16, 2009,
Plaintiffs and Defendant  David Cutler  executed a Rule 11 Standstill  Agreement
staying the State Court  Litigation until the Bankruptcy Court rules on the 9019
Motion or upon 14 days written notice of either party.

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

A hearing on both the 9019 Motion and the Motion to Dismiss is set at 2:30 p.m.,
December 17, 2009, before Judge Jernigan, United States Bankruptcy Court for the
Northern District of Texas, Dallas Division.

Liquidity and Capital Resources

At September 30, 2009, we had total assets of $50 consisting  solely of cash, no
operating business or other source of income,  outstanding  liabilities totaling
$264,135 and a stockholder' deficit of $264,135.

                                       13
<PAGE>

In our  financial  statements  for the fiscal years ended  December 31, 2008 and
2007, the Report of the Independent  Registered  Public Accounting Firm includes
an explanatory  paragraph that describes  substantial doubt about our ability to
continue as a going concern. Our financial statements for the fiscal years ended
December 31, 2008 and 2007,  have been prepared on a going concern basis,  which
contemplates  the  realization of assets and the  settlement of liabilities  and
commitments in the normal course of business. At September 30, 2009, we reported
an accumulated deficit of $700,876.

On June 29, 2009, the Company (the Debtor) filed a voluntary petition for relief
in the United  States  Bankruptcy  Court,  Northern  District  of Texas,  Dallas
district  under Chapter 7 of Title 7 of the U.S.  Bankruptcy  Code,  case number
09-34008-7. Under Chapter 7, all claims against the Debtor in existence prior to
the filing of the petition for relief under the U.S. Bankruptcy Code are stayed.

RESULTS OF OPERATIONS

THREE  MONTHS  ENDED  SEPTEMBER  30,  2009  COMPARED TO THE THREE  MONTHS  ENDED
SEPTEMBER 30, 2008

During the three months ended  September 30, 2009 and 2008, we did not recognize
any revenue from operations.

Discontinued Operations

During the three months ended  September  30, 2009,  the loss from  discontinued
operations of $24,399  compared to $54,532 for the three months ended  September
30, 2008. The decrease of $30,133  relates largely to legal fees incurred in the
three months ended September 30, 2008 that were not incurred in the three months
ended September 30, 2009.

Net Loss and Comprehensive Loss

During the three months ended  September  30, 2009,  we recognized a net loss of
$24,399  compared  to a net  loss of  $54,532  during  the  three  months  ended
September 30, 2008, a decrease of $30,133 due to the factors discussed above.

The  comprehensive  loss was  identical  to the net loss  during  both the three
months ended September 30, 2009 and 2008.

NINE MONTHS ENDED SEPTEMBER 30, 2009 COMPARED TO THE NINE MONTHS ENDED SEPTEMBER
30, 2008

During the nine months ended  September  30, 2009 and 2008, we did not recognize
any revenue from operations.

Discontinued Operations

During the nine months  ended  September  30, 2009,  the loss from  discontinued
operations of $94,039 compared to loss from  discontinued  operations of $64,418
for the nine months ended  September 30, 2008.  The increase of $29,621  relates

                                       14
<PAGE>

largely to legal fees incurred in the nine months ended  September 30, 2009 that
were not incurred in the nine months ended September 30, 2008.

Net Loss and Comprehensive Loss

During the nine months ended  September  30, 2009,  we  recognized a net loss of
$94,039 compared to a net loss of $64,418 during the nine months ended September
30, 2008, an increase of $29,621 due to the factors discussed above.

The comprehensive loss was identical to the net loss during both the nine months
ended September 30, 2009 and 2008.

CASH FLOW  INFORMATION  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2009 COMPARED TO
THE NINE MONTHS ENDED SEPTEMBER 30, 2008

At  September  30,  2009,  we had total  assets of $50  consisting  of cash,  no
operating business or other source of income,  outstanding  liabilities totaling
$264,135 and a stockholder' deficit of $264,085.

Net cash used by discontinued  operations during the nine months ended September
30, 2009 was $2,442  compared to $7,469 for the nine months ended  September 30,
2008.

In our  financial  statements  for the fiscal years ended  December 31, 2008 and
2007, the Report of the Independent  Registered  Public Accounting Firm includes
an explanatory  paragraph that describes  substantial doubt about our ability to
continue as a going concern. Our financial statements for the fiscal years ended
December 31, 2008 and 2007,  have been prepared on a going concern basis,  which
contemplates  the  realization of assets and the  settlement of liabilities  and
commitments in the normal course of business. At September 30, 2009, we reported
an accumulated deficit of $700,876.

On June 29, 2009, the Company (the Debtor) filed a voluntary petition for relief
in the United  States  Bankruptcy  Court,  Northern  District  of Texas,  Dallas
district  under Chapter 7 of Title 7 of the U.S.  Bankruptcy  Code,  case number
09-34008-7. Under Chapter 7, all claims against the Debtor in existence prior to
the filing of the petition for relief under the U.S. Bankruptcy Code are stayed.

ITEM 3.  QUANTATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

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

ITEM 4.  CONTROLS AND PROCEDURES

As of the quarter ended  September 30, 2009, we conducted an  evaluation,  under
the supervision and with the  participation  of our Chief Executive  Officer and
Chief Financial Officer,  of our disclosure  controls and procedures (as defined
in Rules 13a-15(e) and 15d-15(e) under the 1934 Act).  Based on this evaluation,
the Chief  Executive  Officer and Chief  Financial  Officer  concluded  that our
disclosure  controls and  procedures  are  effective to ensure that  information
required to be  disclosed by us in reports that we file or submit under the 1934

                                       15
<PAGE>

Act is recorded,  processed,  summarized  and  reported  within the time periods
specified in the Securities and Exchange Commission rules and forms.

ITEM 4T. CONTROLS AND PROCEDURES

Our management is responsible for establishing and maintaining adequate internal
control over financial  reporting for the company in accordance  with as defined
in Rules  13a-15(f) and 15d-15(f)  under the Exchange Act. Our internal  control
over financial  reporting is designed to provide reasonable  assurance regarding
the  reliability  of  financial  reporting  and  the  preparation  of  financial
statements  for  external   purposes  in  accordance  with  generally   accepted
accounting  principles.  Our internal control over financial  reporting includes
those policies and procedures that:

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

     (ii) provide  reasonable   assurance  that  transactions  are  recorded  as
          necessary to permit preparation of financial  statements in accordance
          with generally accepted accounting  principles,  and that our receipts
          and expenditures are being made only in accordance with authorizations
          of our management and directors; and

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


Management's  assessment of the  effectiveness  of the small  business  issuer's
internal  control over financial  reporting is as of the quarter ended September
30,  2009.  We  believe  that  internal  control  over  financial  reporting  is
effective.  We have not identified any, current material weaknesses  considering
the  nature  and  extent of our  current  operations  and any risks or errors in
financial reporting under current operations.

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

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

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

                                       16
<PAGE>

                           PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

On June 9,  2009  three  Atomic  shareholders  filed a  lawsuit  against  Atomic
Director David Cutler in the County Court at Law No. 4 in Dallas County,  Texas,
styled JH Brech,  LLC et al. v. Cutler et al., Cause No.  CC-090-4654-D  ("State
Court  Litigation").  The state court granted a temporary  restraining  order on
June 9, 2009,  which required Cutler to refrain from: (a) marketing,  attempting
to sell,  transferring or otherwise  disposing of Atomic;  (b) causing Atomic to
issue any  further  shares of stock to  Cutler;  (c)  dissipating  any assets of
Atomic, including paying any amounts not in the ordinary course of business; and
(d)  transferring  any shares of stock to any third party. On June 18, 2009, the
court granted  Plaintiffs' motion to extend the temporary  restraining order. On
June 22, 2009, Cutler filed a special  appearance and, subject thereto,  plea to
the jurisdiction and plea in abatement.  On June 26, 2009, Cutler made demand on
the Corporation's counsel for indemnity of attorneys fees incurred in defense of
the lawsuit. At the time of the demand, Cutler's legal fees exceeded $22,000.

Atomic filed for Chapter 7 bankruptcy on June 29, 2009 in a Title 11 Case styled
In re Atomic Paintball,  Case No.  09-34008-7,  now pending in the United States
Bankruptcy Court for the Northern  District of Texas,  Dallas Division.  Cutler,
thereafter,  on June 29, 2009 removed the State Court  Litigation  to the United
States  District  Court for the  Northern  District of Texas,  Dallas  Division,
styled JH Brech, LLC et al. v. Cutler et al., Case No.  3:09-CV1213-G  ("Federal
Litigation").  Plaintiffs in the State Court Litigation,  also on June 29, 2009,
filed a First Amended Petition.  On August 19, 2009, the District Court remanded
the Federal Litigation to the County Court at Law No. 4.

On October 1, 2009,  one of our  creditors  and our sole  director  and officer,
David  J  Cutler,  and  our  Trustee  in  bankruptcy  filed  a  Motion  Pursuant
toss.ss.105,  501,  and 502 and Fed.  R.  Bankr.  P.  9019 for  Order  Approving
Bondholder  Settlement  ("9019  Motion") with the  Bankruptcy  Court.  This 9019
Motion has been objected to by certain shareholders of the Company,  J.H. Brech,
LLC, Harry McMillan,  Charles J. Webb, Mark Dominey, Mark Armstrong, David Myers
and John E. Bradley ("Objecting Shareholders").

On October 15, 2009,  the Trustee filed a Suggestion of Bankruptcy and Notice of
the  Applicability  or Partial  Applicability of the Automatic Stay of 11 U.S.C.
ss.  362(a) in the State Court  Litigation.  Subsequently,  on October 16, 2009,
Plaintiffs and Defendant  David Cutler  executed a Rule 11 Standstill  Agreement
staying the State Court  Litigation until the Bankruptcy Court rules on the 9019
Motion or upon 14 days written notice of either party.

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

A hearing on both the 9019 Motion and the Motion to Dismiss is set at 2:30 p.m.,
December 17, 2009, before Judge Jernigan, United States Bankruptcy Court for the
Northern District of Texas, Dallas Division.

ITEM 1A.  RISK FACTORS

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



                                       17
<PAGE>

ITEM 2.  CHANGES IN SECURITIES

During the period of January 1, 2009 through September 30, 2009, we did not make
any sales or issuances of our unregistered securities.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

We are in default under the terms of a loan note with a former officer, director
and a shareholder of the Company as described in Note 3 Discontinued  Operations
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 and Financial
                           Officer pursuant to Section 302 of the Sarbanes-Oxley
                           Act

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











                                       18
<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 23, 2009                  By: /s/ David J. Cutler
                                             ---------------------------------
                                                     David J Cutler
                                                    Chief Executive Officer, &
                                                    Chief Financial Officer



























                                       19