Atomic Paintball Inc · 10-K · For 12/31/08

Filed On 4/14/09 12:32pm ET   ·   SEC File 0-52856   ·   Accession Number 1072588-9-143

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 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
================================================================================

 FORM 10-K

(Mark one)                                                                      
[X]  ANNUAL REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE
ACT OF 1934                                                           

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2008.

OR

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

 COMMISSION FILE NO. 000-52856

ATOMIC PAINTBALL, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

         TEXAS                                  75-2942917
(STATE OR OTHER JURISDICTION                    (I.R.S. EMPLOYER
 OF INCORPORATION OR ORGANIZATION)              IDENTIFICATION NUMBER)

2460 WEST 26th AVENUE, SUITE 380-C, DENVER, COLORADO 80211
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

(303) 380 2282
 (TELEPHONE NUMBER, INCLUDING AREA CODE)

Securities registered pursuant to Section 12(b) of the Act: NONE                

Securities to be registered  pursuant to Section 12(g) of the Act: COMMON STOCK,
NO PAR VALUE                                                                    

Indicate by check mark if the  registrant is a well-known  seasoned  issuer,  as
defined in Rule 405 of the Securities Act. Yes |_| No |X|                       

Indicate  by  check  mark if the  registrant  is not  required  to file  reports
pursuant to Section 13 or Section 15(d) of the Act. Yes |_| No |X|              

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  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes |X| No |_|                               

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. |_|                                                                  

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

Large accelerated filer |_|    Accelerated filer |_|   Non-accelerated filer |_|
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 |_|                                 

As of March  27,  2009  there  were  7,488,804  shares  of  Common  Stock of the
registrant issued and outstanding of which 2,963,080 were held by non-affiliates
of  the  registrant  The  aggregate   market  value  of  common  stock  held  by
non-affiliates  of  the  registrant  as of  March  27,  2009  was  approximately
$370,385.                                                                       

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ATOMIC PAINTBALL, INC.
 2008 ANNUAL REPORT ON FORM 10-K
 TABLE OF CONTENTS

ITEM                                  DESCRIPTION                          PAGE 

 Part I.

Item 1.    Business                                                            3

Item 1A.   Risk Factors                                                       16

Item 1B.   Unresolved Staff Comments                                          22

Item 2.    Description of Properties                                          22

Item 3     Legal Proceedings                                                  23

Item 4.    Submission of Matters to a Vote of Security Holders                23

Part II.

Item 5.    Market for Registrant's Common Equity, Related Stockholder           
           Matters, and Issuer Purchases of Equity Securities                 23

Item 6.    Selected Financial Data                                            25

Item 7.    Management's Discussion and Analysis of Financial Condition and      
           Results of Operations                                              25

Item7A     Quantative and Qualitative Disclosures About Market Risk           31

Item 8.    Financial Statements and Supplementary Data                        31

Item 9     Changes in and Disagreements With Accountants on Accounting and      
           Financial Disclosure                                               31

Item 9A.   Controls and Procedures                                            31

Item 9B.   Other Information                                                  32

 Part III.

Item 10.   Directors, Executive Officers and Corporate Governance             32

Item 11.   Executive Compensation                                             34

Item 12.   Security Ownership of Certain Beneficial Owners and Management       
           and Related Stockholder Matters                                    35

Item 13.   Certain Relationships and Related Transactions and Director          
           Independence                                                       35

Item 14.   Principal Accountant Fees and Services                             36

Part IV.

Item 15.   Exhibits and Financial Statement Schedules                         37

SIGNATURES                                                                    53

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FORWARD-LOOKING STATEMENTS

In addition to historical information, some of the information presented in this
Annual  Report on Form 10-K  contains  "forward-looking  statements"  within the
meaning of the Private  Securities  Litigation  Reform Act of 1995 (the  "Reform
Act").  Although Atomic Paintball,  Inc.  ("Atomic  Paintball" or the "Company,"
which  may  also be  referred  to as  "we,"  "us" or  "our")  believes  that its
expectations  are  based on  reasonable  assumptions  within  the  bounds of its
knowledge of its 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 ongoing
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.  Cautionary  statements  regarding  the  risks,  uncertainties  and other
factors associated with these  forward-looking  statements are discussed on page
18 below.  You are urged to carefully  consider these factors,  as well as other
information  contained  in this  Annual  Report  on Form  10-K and in our  other
periodic reports and documents filed with the SEC.                              

PART I

ITEM 1. BUSINESS                                                                

INTRODUCTION                                                                    

We are a development  stage corporation which plans to own and operate paintball
facilities  and to provide  services and products in connection  with  paintball
sport  activities at our facilities  and through a website.  The website has not
been developed at this time.                                                    

It is our current  intention,  within our existing level of interim funding,  to
continue to implement our proposed  business.  We intend to attempt to build our
business  through the purchase of paintball  businesses and assets in return for
the issue of shares of our common stock and to achieve  further  funding through
private  placements  of  stock.  There  can be no  assurance  we will be able to
successfully complete any of these proposed transactions.                       

BUSINESS HISTORY                                                                

We were incorporated in Texas on May 8, 2001, as Atomic Paintball, Inc.         

We  initially  raised  $76,000 in cash to be used as seed  capital and with this
equity  began  conducting  market  research  for  the  paintball   industry  and
prospective  paintball  field  locations,  leased  a  parcel  of  property  as a
potential  paintball  field  location  and began  improving  the  site,  engaged
auditors and counsel and developed our business plan.                           

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

In August 2006, Mr.  Armstrong  appointed  David J. Cutler as a new director and
subsequently resigned from the Board of Directors.                              

Mr.  Cutler  then   undertook  to  use  his  best  efforts  to  accelerate   the
implementation of our business plan, settle our outstanding  liabilities,  bring
our financial  statements up to date,  seek a listing for us on the OTC Bulletin

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Board,  raise new equity and recruit a senior  management  team that would fully
implement  our  proposed  business  plan.  If we  were  to be  unable  to  raise
sufficient  funds to grow our  business  organically  but were  able to obtain a
listing  on the OTC  Bulletin  Board the  intention  was to build  our  business
through the purchase of paintball  businesses and assets in return for the issue
of shares of our common stock. There could be no assurance that this sequence of
events could be successfully  completed. In return for accepting his appointment
with us, Mr. Cutler was issued 2,530,376 shares of our common stock,  making him
the Company's controlling shareholder.                                          

During the years ended December 31, 2007 and 2008 we focused on completing those
actions necessary to the implement our business plan.                           

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 a further $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 $0.125
per share for total  consideration  of  $100,000.  Mr.  Perlmutter,  our  former
director,  subscribed  for 200,000 of these  shares for total  consideration  of
$25,000.                                                                        

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 November 2007 we issued a further 40,000 shares of our common stock at $0.125
per share for total  consideration  of  $5,000  to an  accredited  investor  and
300,000  shares of our common stock,  valued at $0.125 per share or $37,500,  as
remuneration to our former director, Jeffery L. Perlmutter.                     

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.                                                                   

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,  we amended our previous
filings with the SEC, where appropriate,  in accordance with FINRA instructions,
by  "checking  the box" on the first page of each of our SEC filings 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.        

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

On March 31, 2009, Mr. Jeffrey Perlmutter resigned as a director.               

It is our current  intention,  within our existing level of interim funding,  to
continue to accelerate  progress on the implementation of our proposed business.
We cannot make any assurances that we will be able to raise  additional  interim
financing.                                                                      

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.

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We will consider acquiring existing underperforming paintball parks where we can
create value through new capital expenditure and the application of state of the
art  marketing  and  operating  disciplines.  We will  also  consider  acquiring
existing,  established,  profitable  paintball  parks as a means of establishing
rapidly  a  critical  mass of  profitable  operations.  We  would  need to raise
substantial  funds to complete  this business plan and there can be no assurance
that we will be able to raise sufficient equity to fund our strategy.           

PLAN OF OPERATIONS                                                              

Our plan of  operations  is to  execute  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.  Within our
existing level of interim  funding,  we intend to commence our business plan. We
intend to pursue further  capital  through  private  placements of shares of our
common stock and we will also attempt to build our business through the purchase
of  paintball  businesses  and  assets in return  for the issue of shares of our
common stock. There can be no assurance we will be able to successfully complete
any of these proposed transactions.                                             

OUR OBJECTIVES                                                                  

Our specific objectives over the next twelve months are to:                     

     i)   seek to raise at least $250,000 in an initial  private  placement.  We
          are also seeking to raise an  additional  $250,000 that would allow us
          to complete an initial "pilot" acquisition of a small paintball field;

     ii)  establish  a  database  of  existing   paintball   parks  and  related
businesses;                                                 

   iii) establish a database of potential locations for new paintball parks;

     iv)  create a website in conjunction  with an on-line  directory of exiting
paintball parks to build our brand identity;                

     v)   identify  a  management  team  of  experienced   paintball  executives
committed to implementing our proposed business plan;       

     vi)  develop  list  of  criteria  and  a  formal  assessment   process  for
          identifying, evaluating and prioritizing potential acquisition targets
          to arrive at a short list of potential  acquisitions  we would like to
          complete,  subject to our ability to negotiate acceptable  acquisition
terms;                                                      

     vii) enter  into  negotiation  with the  owners  of  potential  acquisition
          targets we have short  listed as meeting  the  criteria  of the formal
          assessment process as developed in item vii above and attempt to agree
purchase terms acceptable to us;                            

     viii)sign  purchase   agreements,   subject  to  funding,  to  acquire  out
acquisition targets;                                        

  ix)  prepare a comprehensive business plan for the proposed acquisition.

Consequently  it is our overall  objective that at the end of the initial twelve
months  period,  we will have  developed  a  comprehensive  business  plan for a
carefully selected  acquisition,  supported by a committed management team, as a
basis to seek the funding necessary to complete the proposed acquisition.  While
we have not considered any potential  acquisitions  at this stage, we anticipate
that we shall probably need to raise approximately  another $250,000 to complete
an initial  first  "pilot"  acquisition  of a small  paintball  field and a $1-5
million in funding to complete a more substantial program of acquisitions.      

There can be no assurance we will be able to  successfully  achieve any of these
initial  objectives  during  the next  twelve  months or  indeed,  that if we do
successfully  achieve  the  initial  objectives  we shall  be able to raise  the
additional funding required to complete any proposed acquisition.               

We do not  anticipate  generating  any revenue in the next twelve  months of our
operations.  Indeed  we  believe  we will  not  generate  any  revenue  from our
operations  until  we have  completed  our  first  acquisition.  As we have  not
identified any potential acquisition as yet, do not know the nature of our first

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acquisition, or indeed whether we will be able to complete any such acquisition,
we have no basis on which to estimate when we will generate our first revenue or
the anticipated amount of revenue to be generated from our first acquisition.   

Seek to Raise at Least $250,000 in an Initial Private Placement                 

We are seeking to raise at least  $250,000 in an initial  private  placement  to
fund the achievement of the initial objectives we have established for ourselves
over the next twelve months.                                                    

We propose using the funds raised in an initial private placement of $250,000 to
pay operating expenses in the following listed categories:                      

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
                   ===========

The  proposed  allocation  of funds by expense  category is based on our current
assessment of the  resources we will require to achieve our initial  objectives.
Although we have identified  specific  applications for the funds anticipated to
be raised in an initial private placement,  we will have complete  discretionary
control over the actual  utilization of said funds and there can be no assurance
as to the manner or time in which said funds will be utilized.                  

While  we  believe  that  an  initial  private  placement  of  $250,000  will be
sufficient  for us to achieve the initial  objectives we have set for ourselves,
there can be no  guarantee  that we will not  require  further  funds to achieve
these objectives.                                                               

We are also  seeking to raise an  additional  $250,000  that  would  allow us to
complete an initial "pilot" acquisition of a small paintball field.             

There  can be no  assurance  that we will be able to raise  the full  amount  of
$250,000  that  we  are  initially   seeking.   Accordingly  we  have  developed
contingency plans that we believe may allow us to achieve our initial objectives
in the  advent  that we are only able to raise 25%,  50% or 75% of our  proposed
initial private placement.                                                      

The following  table shows how we intend to allocate funds if we raise only 25%,
50% or 75% of our planned private placement:                                    

Expenditure Item                       25%          50%      75%          100%  

Accounting and legal expenses   $  10,000     $ 10,000    $ 10,000   $  10,000  

Salaries and wages                 10,000       35,000      67,500     100,000  

Feasibility                        10,000       30,000      40,000      50,000  

Marketing                          10,000       20,000      30,000      30,000  

Development of website             10,000       10,000      10,000      10,000  

Travel and administrative          10,000       15,000      20,000      25,000  

Office expenses                     2,500        5,000      10,000      25,000  

Total                           $  62,500     $125,000    $187,500   $ 250,000  

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The  impact of these  various  potential  levels of  funding  on our  ability to
achieve our initial objectives is considered in more detail below.              

Establish a Database of Existing Paintball Parks and Related Businesses         

We will initially  obtain  information  about existing  paintball parks from the
limited information available from:                                             

     -    the existing online directories of paintball parks currently available
on the internet;                                            

-    "Yellow Pages" and other "hard copy" directories;                

     -    advertisements  by  paintball  parks in current and back issues of the
various paintball magazines;                                

     -    depending  on the level of funding we are able to  achieve,  we may be
          able to buy specially  compiled marketing / mailing lists of paintball
parks, and similarly;                                       

     -    depending  on the level of funding we are able to achieve,  we may run
          advertisements  in the paintball  press  soliciting  information  from
          paintball  parks  to  appear  in a  new,  free,  online  directory  of
paintball parks.                                            

We  will  then  contact  each  paintball  park  we have  identified  to  request
information to be compiled into a  comprehensive  online  directory of paintball
parks.  The  existing  online  directories  of  paintball  parks  are  extremely
primitive - often out of date, with no more than a list of names,  addresses and
a web link to the web page of each  individual  paintball  park.  We  propose to
offer a modern,  well  designed,  highly  functional  website that  provides key
details of each participating  paintball park on single web site. In addition to
the standard  information of name,  address and telephone  number,  we will also
provide details of size (acreage), number and size of playing areas, description
of the playing  environment,  available  facilities,  opening  hours and prices.
Paintball  parks  will be  allowed  to add there  own  advertising  /  marketing
messages.  Players will be encouraged to post comments on the parks they use. We
will  aggressively  drive  traffic to the online  directory  from online  search
engines and links with other general paintball web sites.                       

There  will be no  charge  for  paintball  parks  to  appear  in the  directory.
Consequently, they will benefit from free marketing.                            

Similarly  players  seeking  paintball  parks  where  they can play  will not be
charged for accessing the site. Consequently,  they will benefit from being able
to find detailed  information about paintball parks near their homes or in areas
where they intend to take vacations or attend business meetings.                

We will benefit by compiling, and effectively leveraging, a database of existing
paintball parks that will allow us to identify and analyze:                     

     -    the  current  product  offerings,  customer  service  experiences  and
business practices from a wide range of paintball parks;    

     -    paintball  parks which are no longer in business and that  potentially
could be "revived" with new management and funding;         

     -    underperforming paintball parks where we believe we could create added
value by providing new management expertise and funding;    

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     -    highly  successful  paintball  parks  where we will  seek to learn and
          replicate the basis of their success and  potentially  look to recruit
their senior management for our own operations.             

The creation of the online  database of existing  paintball  parks will allow us
rapidly to build  knowledge of the  paintball  park  industry,  gain exposure to
paintball  park  management  and  owners and build a  distinctive  web site with
valuable content for a wide range of users.                                     

The quality of the  marketing  materials  we use to solicit  data for the online
directory, the ability to use third party marketing consultants, our use of part
time or full time  employees  to compile the data will all be  dependent  on the
level of funding that we are able to achieve.                                   

Establish a Database of Potential Locations for New Paintball Parks             

We  will  initially  obtain  information  about  potential  locations  from  new
paintball parks by:                                                             

     -    contacting real estate agents to assist us in identifying  land owners
          who may be interested  in developing  property they own as a paintball
park;                                                       

     -    depending  on  the  level  of  our  available  funding,   we  may  run
          advertisements   in  both   paintball  and   non-paintball   magazines
          soliciting  land owners who may be interested  in developing  property
they own as a paintball park.                               

The quality of the  marketing  materials  and the extent  advertising  we use to
solicit interested land owners will be dependent on the level of funding that we
are able to achieve.                                                            

Create a Website in Conjunction with an Online  Directory of Existing  Paintball
Parks to Build Our Brand Identity                                               

Our  objective  is to  build a  website  that  builds a brand  identity  for our
business.  We believe that developing our website in conjunction  with an online
directory  will achieve that.  The online  directory  will create real value for
existing  paintball park owners and players without costing them a cent. It will
prove that we are "in touch" with everything that is going on the paintball park
sector.  We will ensure the website is well designed and highly  functional.  We
believe it will help us build rapid credibility for our organization.           

The speed with which we develop our website,  the sophistication of the website,
the use of third party consultants or part-time or full-time  employees will all
be dependent on the level of funding that we are able to achieve.               

Identify a Management  Team of  Experienced  Paintball  Executives  Committed to
Implementing Our Proposed Business Plan                                         

Identifying a management  team committed to implementing  our proposed  business
plan as soon as we complete our first  acquisition is critical to the success of
our business plan.                                                              

We will seek to identify such a management team as follows:                     

     -    when we identify highly  successful  paint ball parks, we will attempt
          to acquire the park with its existing  management in place. We believe
          that we may be able to acquire and motivate such a management  team by
          bringing them into a public  company which offers them  challenges and
          opportunities to practice their profession in a larger, more demanding
role than in their current situation;                       

     -    we will search for highly talented  executives  operating in existing,
          under funded,  paintball operations who have not been able to maximize
          their potential through lack of opportunity in their current roles. We
          believe  that  these   individuals   will  be  excited  to  seize  the
          opportunity of working in a pubic company looking to implement a rapid
growth business plan;                                       

     -    we will advertise in paintball publications for management candidates;

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     -    we will actively seek a real estate  professional  with  experience of
          obtaining planning consents and property development to be part of the
management team;                                            

     -    if necessary,  if we are unable to assemble the management team we are
          seeking  through our own  contacts,  depending of the level of funding
          available  to us,  we will  consider  retaining  a third  party,  head
   hunting firm of consultants to identify appropriate candidates.

There is no guarantee  that we will be  successful  in being able to attract the
quality of  experienced  management  that we are seeking who will be prepared to
commit to join our unproven start up operation.                                 

Identify, Evaluate and Prioritize Potential Acquisition Targets                 

We will attempt to identify potential acquisition targets by:                   

-    direct mail to the paintball parks in our database;              

     -    direct mail to land owners who  commercial  real estate  realtor  have
          identified as potentially  having an interest in developing  land they
own as a paint ball park;                                   

     -    contacting  business  brokers  to refer  solicit  and refer  paintball
business to us on a contingent basis;                       

     -    running  advertisements  in paintball and financial  magazines seeking
acquisitions.                                               

When we receive an expression of interest from a potential acquisition target we
will  evaluate  the  potential  target  against a list of  criteria we will have
established in conjunction with our prospective new management team.            

Key factors in evaluating any potential acquisition will be:                    

-    the location of the existing or potential paintball park.        

               We believe that  proximity  and  convenient  access to a critical
               mass of our  targeted  demographic  is  critical to the long term
               success of any paintball  park.  Other relevant  factors  include
               proximity to other  existing  paint ball parks and, in respect of
               new  paintball  parks,  the  likely  planning  considerations  of
establishing a new park;                          

-    anticipated requirement for new capital expenditure.             

               At one extreme, if we acquire an existing successful,  profitable
               paintball  park,  it may require  little in the way of additional
               capital expenditure.  At the other extreme, if we acquire a green
               field  site,  we will  have to  build  an  entire  new  facility,
               including infrastructure. In between these two extremes we expect
               to be able to  acquire  existing,  under  capitalized,  paintball
               parks  that  will  need  significant  upgrades  in  the  existing
   facilities to achieve their true operating potential.

               Assessing  the  anticipated  risk and  returns  on these  various
               levels of potential  capital  expenditure  will be a  significant
challenge for our prospective management team;    

-    existing customer base / brand reputation.                       

               New, green field sites,  will need extensive  sales and marketing
               expenditure to develop customer  awareness and establish a stable
               growing  customer base. For exiting  paintball parks we will need
               to assess the strength of their  reputation  and customer / brand
               loyalty. We believe that even in existing profitable,  successful
               paintball businesses we will be able to increase customer numbers
               through  carefully  targeted  marketing  aimed at key demographic
groups;                                           

-    the quality of existing management.                              

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               Particularly in our early acquisitions, the existence of talented
               and successful  management who wish to continue their  employment
               with us and rise to the new challenges we have to offer them will
be very attractive to us.                         

On the basis of a formalized process we will establish for evaluating  potential
acquisitions,  we will seek to arrive at, and  maintain on an updated  basis,  a
prioritized  short list of acquisitions  ranked in the order in which we believe
can create most value for our shareholders.                                     

There is no guarantee that we will be able to locate acquisition targets that we
believe  will meet our  minimum  specified  criteria  and that we would  wish to
acquire.                                                                        

Our  ability to use  outside  third party  consultants  to complete  feasibility
studies will be dependent on the level of funding that we are able to achieve.  

Negotiate with the Owners of Potential Acquisition Targets                      

Once we have  established a short list of acquisitions we would like to make, we
will enter into  negotiations with owners of the assets in question to establish
whether it is possible to negotiate  terms that are mutually  acceptable to both
parties.                                                                        

At our stage of  development,  transactions  that can be  completed  with a high
percentage of consideration comprising shares of our common stock and, or, owner
carried loan notes are particularly attractive to us.                           

At the same time, we recognize that we will be able to purchase  businesses more
cheaply for cash we have  generated from that sale of shares of our common stock
or from third party debt.  We will also need to raise  additional  funding  from
these  sources  to provide  on going  working  capital  and  additional  capital
investment for the businesses we acquire.                                       

There is no guarantee that we will be able to negotiate  acceptable  acquisition
terms for businesses or assets we would wish to purchase.                       

Sign Purchase Agreements, Subject to Funding, to Acquire Our Acquisition Targets

Unless we can complete acquisitions for consideration  comprising 100% of shares
of our common  stock and, or, owner  financed  loan notes,  we intend to attempt
enter into  binding  purchase  agreements,  subject to  funding,  to acquire our
acquisition targets.                                                            

These  agreements  will  be for a term  that  will  give us  sufficient  time to
complete  a  business  plan and raise the  funding  necessary  to  complete  the
acquisition in question.                                                        

We recognize  that certain  owners of assets that we would wish to purchase will
not be  prepared  to sign such  agreements  in which case we will do our best to
fund such acquisitions based on the circumstances in which we find ourselves.   

Prepare a Comprehensive Business Plan for the Proposed Acquisition.             

When we have  "locked  in" the  terms  of a  specific  acquisition,  subject  to
funding,  we will then  prepare a business  plan as a basis to raise the funding
for the proposed acquisition.                                                   

The  business  plan will  include all relevant  historic  information  about the
target  acquisition,  our proposed  business  plan for the  acquisition  target,
profiles of the management  team we have assembled to implement our strategy and
details of the funding we are seeking to raise to complete the acquisition.     

While we have not  considered  any  potential  acquisitions  at this  stage,  we
anticipate  that we shall  probably  need to  raise  approximately  $250,000  to
complete an initial first "pilot"  acquisition  of a small  paintball  field and
$1-5 million in funding to complete our first acquisition.                      

We will  seek  investment  partners  in order to raise  the  necessary  funds to
acquire  our first  paintball  park and  provide us with the  necessary  working
capital for the acquired  business.  Such potential partners will include banks,
investment funds, high net worth individuals and broker dealers.                

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There is no guarantee  that we will be able to raise the funding that we require
to complete our targeted  acquisition  or provide us with the necessary  working
capital for the acquired business.                                              

ANTICIPATED TIME TABLE FOR ACHIEVING OUR OBJECTIVES                             

Given the current difficult market conditions we are unable to forecast when, or
if, we shall be able to achieve our objectives.                                 

Company Business Plan                                                           
------------------------                                                        

Paintball - The Sport                                                           

The  evolution  of  paintball  into the sport that it is today took place fairly
quickly in comparison to most other sports. Paintball is claimed by some to have
been the most exciting new attraction to hit the amusement industry in 20 years.
Today,  the sport has over 9 million  participants,  male and female,  young and
old, playing in more than 50 countries.                                         

The use of  paintball  guns,  or "markers" as they are referred to, began in the
early 1970s, when they were used as a tool for marking trees and livestock.     

In 1981, twelve friends played the first recreational paintball game using these
industrial  paintball  guns on a field  measuring  over 100 acres.  Typically in
these  early  years,  the sport was played as a small  group of friends  getting
together in the woods to play total  elimination  games.  Sometimes  the friends
broke  into  teams to play  each  other,  but most  games  were  "every  man for
himself." Over the years,  recreational paintball has become more sophisticated.
Because  more  people  were  playing,  and  playing  in  teams  rather  than  as
individuals,  team play has become the standard.  Different  playing  variations
began to form,  the most  popular  being  "capture  the  flag," but a variety of
offensive/defensive  scenarios have also become popular.  Also, as the number of
people  interested in paintball  grew, so did the  development of the commercial
paintball industry. The development of commercial paintball fields allowed large
groups  of people to meet in one place to play,  and the  business  owners  were
pushed to develop new and exciting ways to keep these paintballers  entertained.
This drove the  development of new scenarios and styles of playing.  The biggest
style  of play  change  to come  about  because  of  commercial  fields  was the
"bunker-style"  game.  Smaller  fields let  players  start the  action  quicker,
instead  of having to stalk  through  the woods  for 15  minutes  before  seeing
anyone.  Also,  players  purchased more  paintballs when they were in a constant
firefight,  which made the commercial fields more profitable.  At its very core,
paintball is a very  sophisticated  game of "dodge ball" and "capture the flag."
The game is played with two teams  starting on opposite ends of the arena trying
to reach two objectives.  One, to "mark out" (i.e. hit with a paintball) as many
players from the opposing  team as possible and second to "capture the flag" and
to reach other goals set by the  parameters of the game. The game can be equated
to a "real world"  interactive game of chess with the mental, but additionally a
physical,  element of the game.  Today,  while  commercial  paintball fields are
commonplace,  there are  still a large  number of  people  that  prefer  playing
paintball out in the woods.  While "outlaw" paintball is generally much cheaper,
it is also more problematic than paying to play at a commercial field.          

The first  professional  tournament  was held in 1983 with the prizes  that were
worth $14,000.  Today,  major  tournaments have hundreds of thousands of dollars
worth of prizes.                                                                

Paintball - The Industry                                                        

According to the Sporting Goods and Manufacturers' Association latest statistics
issued in early 2008:                                                           

     -    there are 5.5 million paintball participants in the US, 2.3 million of
which have participated for 8 or more years.                

     -    in 2007, 2% of the total US  population  were  paintball  participants
once or more per year.                                      

     -    the number of paintball  participants increased by an average of 20.4%
between 2006 and 2007.                                      

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-    83% of all paintball participants are male.                      

-    56% of all paintball participants are under 25 years old.        

     -    42% of all paintball  participants have a household income of at least
$75,000                                                     

There is strong anecdotal evidence,  but no available  statistical  information,
that since these statistics were issued,  the current recession has had a severe
negative impact on the level of paintball  industry with both  participation and
spending levels greatly reduced.                                                

We believe that this  deterioration  in current  market  conditions may offer us
unique opportunities to acquire paintball assets and heavily discounted prices. 

Paintball - Current Status of Facilities                                        

The first outdoor  commercial  paintball field started in 1982. The first indoor
paintball  field  followed in 1984. The fields allowed large groups of people to
meet in one place to play,  and the  business  owners were pushed to develop new
and  exciting  ways  to  keep  their  customers  entertained.   This  drove  the
development of new scenarios and styles of play. Today there are more than 1,300
registered paintball fields in the US and it is believed that in total there are
approximately 2,500 paintball fields in the US and Canada.                      

The majority of these fields are small,  family run,  undercapitalized,  "hobby"
businesses  which offer only the most basic,  primitive  facilities  and operate
without adequate marketing support or the operation of best business practices. 

We believe that this market structure  provides us with the ideal opportunity to
establish  a chain  of  purpose  built,  aggressively  marketed,  professionally
operated  paintball  parks.  Customers will be able to play the most  innovative
gaming  scenarios at the highest  quality  facilities,  purchase  all  paintball
equipment  and supplies  they need and have the  opportunity  to eat,  drink and
"hang out" at one convenient paintball park.                                    

Our Proposed Facilities                                                         

Our proposed facilities will cover a 5-acre area and will offer 4 fully enclosed
paintball fields (1 tournament-sized  and 3 smaller fields), a 2,000 square foot
building  housing  an on site  shop for  equipment  and  merchandise  sales,  an
equipment   rental   facility,   a  players'  lounge,   indoor   restrooms,   an
air-conditioned  meeting  room,  a  concession  stand and 1,000  square  feet of
covered  picnic  tables for dining and relaxing  between  games.  An all weather
surface parking area for 200 vehicles will be available for customers.          

The four netted,  outdoor paintball  playing areas, each  approximately 75 x 150
feet in size,  will offer  different  types of obstacles  and various  levels of
challenge.  The netting  will  prevent any  paintballs  from leaving the playing
areas while at the same time  reducing the impact of weather  conditions  on the
playing  fields.  This will allow the players and spectators to safely enjoy the
outdoor environment and the paintball  activities while being sheltered from the
elements.  An observation area will be established with bleacher seating between
playing areas so that friends and  onlookers can view the games.  This will also
provide a vantage  point for the field  operator to control and monitor the game
and enforce safety regulations.                                                 

In the 2,000  square  feet  building,  the on site shop will  display  paintball
related  products,  clothing and accessories for player purchase with attendants
available to answer players' questions about product enhancements, assembly, and
repair of paintball  equipment.  Our rental facility will be located in the rear
of the  building  with  visibility  to the playing  fields.  The location of the
rental facility will decrease the amount of time a player spends refilling tanks
and purchasing  more paint in order to return to play. The rental  location will
house 200 to 300 rental guns, paintball masks, paint, and 6, eighty-pound carbon
dioxide tanks for refilling players' air guns.                                  

Proposed Location For Paintball Facilities                                      

The majority of existing  paintball parks are located where they are, largely as
a matter  of random  chance.  An  individual  with an  interest  in the sport of
paintball happens to own a piece of property that is not being used for anything
else and decides to make it into a paintball park.                              

We will build our proposed  paintball  facilities  at locations  established  by
detailed  feasibility  studies of key demographic data. We have not yet selected
any  site  nor  obtained   financing  for  the  development  of  these  proposed
facilities.                                                                     

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We  intend  to  engage  architects  and real  estate  consultants  to  conduct a
feasibility  studies  that will  identify  and  assess  the key  logistical  and
demographical  factors  that we need to  consider  in  order  to  determine  the
appropriate  locations  for  each  of  our  proposed  facilities.   The  planned
feasibility studies will address such factors as:                               

1.   major traffic areas;                                             

2.   highly populated areas;                                          

3.   established community centers;                                   

4.   business and governmental facilities;                            

5.   other paintball facilities;                                      

6.   direct competitors; and                                          

7.   other high-traffic and high-profit companies                     

One of our  goals is to make the sport of  paintball  more  travel-friendly  and
logistically  convenient  for our  customers.  We believe  we can  differentiate
ourselves from, and gain a competitive  advantage over, the traditional "mom and
pop" and "hobby" operated  paintball  facilities which are typically located out
in the  countryside,  sometimes  an hour away from the nearest  major  city,  by
locating our  facilities in close,  convenient  proximity to our major  customer
demographics.                                                                   

We also believe that by carefully locating our paintball parks in areas that are
likely to experience  significant future appreciation in real estate values that
we will be able to create  substantial  value for our  shareholder  based on the
underlying  appreciation  of our real  estate  assets  over and  above the value
created through the creation or purchase of profitable paintball parks.         

Proposed Sources of Revenue in the Paintball Industry                           

We intend to generate revenues through:                                         

Session Fees:                                                                   

We intend to charge $25 for a 4-hour paintball session.                         

Equipment Rental:                                                               

If a participant  does not own their own equipment,  they may rent the equipment
for an average fee of $20 per person per session.  The standard rental equipment
package will include a paintball gun (referred to as a marker) and a mask.      

Paintball Sales:                                                                

A large  portion of our  revenues  will be  generated  through  the sales of the
paintballs to be used during each paintball session.  We believe that an average
paintball participant will spend $40 on paintballs during each session.         

Equipment Sales:                                                                

Many  players  prefer to own their own  equipment,  such as guns  (markers)  and
masks.  The prices  for guns range from $40 for a low-end  model to $1,600 for a
high-end model.  The average price for a mask is $60. We intend to determine the
exact  product  mix  that  we will  carry  in our on site  shops  by  conducting
extensive  research  on current  sales  trends in existing  paintball  shops and
websites.                                                                       

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Merchandise Sales:                                                              

On site  shops  will  also  carry a  variety  of  Atomic  Paintball  merchandise
including hats, t-shirts, sweatshirts, beer mugs, shot glasses, key chains, etc.
The prices for this merchandise will vary depending on the product.             

Concession Stands:                                                              

The concessions stands will carry a full range of snack foods typically found in
a convenience store environment including soda and water, chips, candy, etc. The
prices for this merchandise will vary depending on the product.                 

Website Sales:                                                                  

Our website will not only sell the equipment and  merchandise  that is available
in our  stores,  but will also sell a far  broader  product  range  than will be
available  at our  stores.  While our onsite  stores will be  restricted  by the
limited  physical space to maintain  inventory on hand, the website will have no
such restrictions to the product range we can offer.                            

We believe that in addition to acting as a profit  center in its own right,  the
website will perform two other valuable functions for us:                       

     1)   The sales data  generated  by the website will help us to identify and
   maintain at the optimum product mix for our on site stores, and

     2)Thewebsite  will  serve as a valuable  marketing  tool for our paint ball
          parks by  advertising  their  physical  locations,  providing  driving
          directions,  allowing potential customers to research our session fees
          and rentals,  join a league or learn more about the sport of paintball
and our operations.                                         

Other Amenities:                                                                

While we shall provide other  amenities,  such as the players' lounge and picnic
areas,  we do not intend to charge for the use of these  facilities.  We believe
that the provision of these  amenities at each of our facilities it is essential
to providing  the quality of customer  experience  to drive repeat  business and
valuable referrals.                                                             

Anticipated  pricing for the sale of our  products  and services is based on our
initial  business  plan  which is now in the  process of being  updated.  Actual
pricing will vary on a park by park basis based on local  competitive  pressures
and local demographics.                                                         

Acquisition Opportunities                                                       
----------------------------                                                    

We intend to  attempt  to raise the equity  necessary  to buy land in  carefully
researched  locations,  in close,  convenient,  proximity to our major  customer
demographics,  build state of the art  paintball  facilities,  and  aggressively
market  a  professionally   operated   paintball   experience  to  our  targeted
demographic.                                                                    

We believe that among the 2,500  existing  paintball  parks in North America and
Canada there may be opportunities  to purchase certain existing  paintball parks
that can be  enhanced to provide  our the full  extent of our  proposed  product
offering  to our  targeted  demographic  for less than it would cost to build an
entirely new facility from  scratch.  In these  situations,  we would attempt to
acquire  these parks and enhance  them rather than look to build an entirely new
facility.                                                                       

We will also consider  acquiring  existing,  established  profitable  paint ball
parks  as a  means  to  rapidly  establishing  a  critical  mass  of  profitable
operations. There can be no assurance that we will be able to acquire such parks
at a price that would be acceptable to us.                                      

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If we are unable to raise  sufficient  equity to fully  implement  our  proposed
strategy,  we would  also seek to  acquire  paintball  assets  for shares of our
common stock where we believe we can  effectively  add value to these  paintball
assets in a cost effective manner through effective  application of our proposed
process enhancements.                                                           

In implementing a structure for a particular business acquisition, we may become
a  party  to  a  consolidation,  reorganization,  joint  venture,  or  licensing
agreement with another company or entity. We may also acquire stock or assets of
an existing  business.  Upon consummation of a transaction,  it is probable that
our present  management and stockholders  will no longer be in control of us. In
addition,  our  sole  director  may,  as part of the  terms  of the  acquisition
transaction,  resign  and be  replaced  by new  directors  without a vote of our
stockholders,  or sell his  stock  in us.  Any such  sale  will  only be made in
compliance  with the  securities  laws of the United  States and any  applicable
state.                                                                          

It is anticipated that any securities issued in any such reorganization would be
issued in reliance upon exemption from registration  under  application  federal
and state securities laws. In some circumstances, as a negotiated element of the
transaction,  we  may  agree  to  register  all  or a part  of  such  securities
immediately   after  the  transaction  is  consummated  or  at  specified  times
thereafter.  If such registration occurs, it will be undertaken by the surviving
entity after it has  successfully  consummated a merger or acquisition and is no
longer  considered an inactive company.  The issuance of substantial  additional
securities and their potential sale into any trading market which may develop in
our  securities  may have a depressive  effect on the value of our securities in
the future. There is no assurance that such a trading market will develop.      

While the actual terms of a transaction cannot be predicted, it is expected that
the parties to any  business  transaction  will find it  desirable  to avoid the
creation of a taxable event and thereby structure the business  transaction in a
so-called  "tax-free"  reorganization  under  Sections  368(a)(1)  or 351 of the
Internal Revenue Code (the "Code").  In order to obtain tax-free treatment under
the Code, it may be necessary for the owner of the acquired  business to own 80%
or more of the  voting  stock  of the  surviving  entity.  In  such  event,  our
stockholders  would retain less than 20% of the issued and outstanding shares of
the surviving entity. This would result in significant dilution in the equity of
stockholders.                                                                   

As part of our  investigation,  we expect to meet personally with management and
key  personnel,  visit  and  inspect  material  facilities,  obtain  independent
analysis of verification of certain  information  provided,  check references of
management and key personnel,  and take other reasonable investigative measures,
to the extent of our limited financial resources and management  expertise.  The
manner in which we participate  in an  opportunity  will depend on the nature of
the  opportunity,  the  respective  needs and desires of both  parties,  and the
management of the opportunity.                                                  

With respect to any  acquisition,  and depending upon,  among other things,  the
target company's assets and liabilities, our stockholders will in all likelihood
hold a substantially  lesser percentage  ownership  interest in us following any
merger or  acquisition.  The percentage  ownership may be subject to significant
reduction in the event we acquire a target company with assets and  expectations
of growth.  Any merger or  acquisition  can be  expected  to have a  significant
dilutive effect on the percentage of shares held by our stockholders.           

We will  participate in a business  opportunity  only after the  negotiation and
execution of appropriate written business agreements. Although the terms of such
agreements  cannot be predicted,  generally we anticipate  that such  agreements
will (i) require specific  representations and warranties by all of the parties;
(ii) specify  certain  events of default;  (iii) detail the terms of closing and
the conditions which must be satisfied by each of the parties prior to and after
such  closing;  (iv)  outline  the  manner of  bearing  costs,  including  costs
associated with the Company's attorneys and accountants;  (v) set forth remedies
on defaults; and (vi) include miscellaneous other terms.                        

As stated above, we will not acquire any entity which cannot provide independent
audited financial statements within a reasonable period of time after closing of
the proposed transaction. If such audited financial statements are not available
at closing, or within time parameters  necessary to insure our compliance within
the  requirements  of the  1934  Act,  or if the  audited  financial  statements
provided  do not  conform to the  representations  made by that  business  to be
acquired,  the  definitive  closing  documents  will  provide  that the proposed
transaction will be voidable,  at the discretion of our present  management.  If
such transaction is canceled, the definitive closing documents will also contain
a  provision  providing  for  reimbursement  for our costs  associated  with the
proposed transaction.                                                           

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Competition                                                                     
------------                                                                    

The  paintball  industry  is  relatively  new,  continually  changing  and  very
competitive.  We expect competition in this business to intensify in the future.
If we fail to attract and retain a customer base we will not develop significant
revenues  or market  share.  Going into  business in the  paintball  industry is
relatively easy and new competitors  enter this market at a relatively low cost.
In addition,  the market for  paintball  gaming and  paintball  products is very
competitive  and no clear  leader  has been  established  although  a number  of
companies have recently announced plans to open multiple paintball facilities in
other  parts of the  United  States.  We will  compete  with a variety  of other
companies, including existing paintball product suppliers and paintball activity
fields and the online  retail web sites of some  traditional  retailers  who may
also sell  paintball  products and  services,  many of whom have much more money
than we do.                                                                     

With respect to our proposed sales of paintball equipment and merchandise, there
are other  companies  across the country that retail  paintball  merchandise  at
competitive  prices  both online and in retail  stores.  These  companies  offer
competitively priced basic paintball equipment, supplies and apparel, and we may
have difficulty competing with them.                                            

We believe we are an insignificant  participant  among the firms that operate in
the paintball sector. There are many established  paintball businesses that have
significantly  greater financial and personnel resources and technical expertise
than we have. In view of our limited financial  resources and limited management
availability,  we will continue to be at a significant competitive  disadvantage
compared to our competitors.                                                    

Investment Company Act 1940                                                     
-----------------------------------------                                       

Although we are  subject to  regulation  under the  Securities  Act of 1933,  as
amended,  and the 1934 Act, we believe we are not be subject to regulation under
the  Investment  Company Act of 1940 (the "1940 Act")  insofar as we will not be
engaged in the business of investing or trading in  securities.  In the event we
engage in business  combinations  that result in us holding  passive  investment
interests in a number of entities,  we could be subject to regulation  under the
1940 Act.  In such event,  we would be  required  to  register as an  investment
company  and  incur  significant  registration  and  compliance  costs.  We have
obtained no formal  determination  from the SEC as to our status  under the 1940
Act  and,  consequently,  any  violation  of the 1940 Act  would  subject  us to
material adverse consequences.  We believe that, currently,  we are exempt under
Regulation 3a-2 of the 1940 Act.                                                

INTELLECTUAL PROPERTY                                                           

We do not hold any patents or patent applications.                              

EMPLOYEES                                                                       

At December 31, 2008, we did not have any salaried employees.                   

ITEM 1A. RISK FACTORS                                                           

WE ARE A DEVELOPMENT STAGE COMPANY, WITH NO SIGNIFICANT HISTORY OF OPERATIONS.  

We were incorporated on May 8, 2001, and are, therefore, a start up company with
very  little  operating  history.  Consequently,  our  business  plan  is as yet
unproven.                                                                       

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SOME MAJOR COMPONENTS OF OUR BUSINESS  STRATEGY HAVE NOT BEEN FULLY DEVELOPED AS
YET.                                                                            

We have  developed our strategy to own and operate  paintball  facilities and to
provide  services and products in connection with paintball sport  activities at
future  facilities and through a website.  However,  due to lack of resources we
have not been able to complete or execute  many  components  of our  strategy at
this time including the  demographic  studies  necessary to identify the optimum
locations  for our future parks,  the operating  procedures to be adopted at our
parks or the marketing  strategies  necessary to drive foot traffic  through the
parks.  The  development  and   implementation   of  these  components  will  be
complicated  and  time  consuming.  There  can  be no  assurance  that  we  will
successfully  develop all or any of these  components.  If we do not develop and
implement these components in a timely manner,  our operating revenues may never
be developed.                                                                   

COMPETITION IN THE PAINTBALL AND  E-COMMERCE  BUSINESS IS INTENSE AND WE MAY NOT
BE ABLE TO COMPETE AND SURVIVE.                                                 

The paintball industry is relatively new, ever changing and very competitive. We
expect  competition  in this business to intensify in the future.  If we fail to
attract and retain a customer base we will not develop  significant  revenues or
market share.  Going into business in the paintball  industry is relatively easy
and new competitors enter this market at a relatively low cost. In addition, the
market for paintball  gaming and paintball  products is very  competitive and no
clear  leader  has been  established.  We will  compete  with a variety of other
companies, including existing paintball product suppliers and paintball activity
fields and the online  retail web sites of some  traditional  retailers  who may
also sell paintball products and services, many of whom have many more resources
than we do.                                                                     

THE CURRENT DECLINE IN PAINTBALL POPULARITY MAY ADVERSELY AFFECT OUR BUSINESS.  

Participation  in the sport of paintball has decreased in the last few years, if
this  decline  is  permanent  there is  significant  risk  that the  demand  for
paintball  parks and paintball  related  products  will be  negatively  impacted
resulting  in a  decline  of sales  revenues,  if any are ever  developed.  This
decline could result from adverse  economic  conditions  which could  negatively
affect  disposable  income,  changes in leisure  habits or changes in  statutory
regulations effecting paintball parks or products.                              

WE HAVE A MINIMAL OPERATING HISTORY,  SO INVESTORS HAVE NO WAY TO GAUGE OUR LONG
TERM PERFORMANCE.                                                               

We were  incorporated  on May 8,  2001,  based on a concept  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.  Our current
management  team has been with us for less than twelve  months.  As evidenced by
our financial reports we have generated no revenue. We must be regarded as a new
or development venture with all of the unforeseen costs, expenses, problems, and
difficulties to which such ventures are subject.  The venture must be considered
highly speculative.                                                             

WE CAN MAKE NO ASSURANCE OF SUCCESS OR PROFITABILITY IN THE FUTURE.             

There  is no  assurance  that we  will  ever  operate  profitably.  There  is no
assurance that we will generate  revenues or profits in the future,  or that the
market price of our shares of common stock will be increased thereby.           

WE ARE NOT DIVERSIFIED AND WE WILL BE DEPENDENT ON ONLY ONE BUSINESS.           

We currently  have no plans to diversify  our  operations  outside the paintball
sector.  The concentration of our activities into just one sector may subject us
to  economic  fluctuations  specific to the  paintball  industry  and  therefore
increase the risks associated with our operations.                              

WE HAVE NO ESTABLISHED OPERATING MANAGEMENT.                                    

Our plan is to raise equity and then seek to recruit a management  team with the
specific skills and experience required to implement our proposed business plan.
It will be more difficult to raise equity without an established management team
in place that it would have been if we already had such a team in place. Even if

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we are  successful  in raising  the  necessary  equity it will be  difficult  to
recruit  a high  quality  team  for a small  start  up  operation.  Once we have
recruited  the  management  team  there  can be no  guarantee  that they will be
successful in implementing our business plan.                                   

BECAUSE OF THE NATURE OF OUR PROPOSED ACTIVITIES, WE MAY BE SUBJECT TO LIABILITY
CLAIMS RESULTING FROM PERSONAL  INJURIES AND MAY BE UNABLE TO OBTAIN OR MAINTAIN
ADEQUATE LIABILITY INSURANCE.                                                   

We may become involved in various lawsuits  incidental to our business,  some of
which may relate to claims allegedly resulting in injury or death. Significantly
increased product liability claims continue to be asserted  successfully against
manufacturers and distributors of sports equipment  throughout the United States
resulting in general  uncertainty  as to the nature and extent of liability  for
personal injuries.  In recent years, product liability insurance has become much
more expensive,  more restrictive and more difficult to obtain.  While we intend
to obtain liability insurance, there can be no assurance that we will be able to
obtain  or  maintain  liability  insurance  coverage  sufficient  to  cover  any
successful  liability claims made against us. Any claims substantially in excess
of our insurance  coverage,  or any substantial  claim not covered by insurance,
could have a material  adverse effect on our financial  condition and results of
operations                                                                      

BECAUSE  INSIDERS  CONTROL OUR ACTIVITIES,  THAT MAY CAUSE US TO ACT IN A MANNER
THAT IS MOST  BENEFICIAL  TO THEM AND NOT TO OUTSIDE  SHAREHOLDERS,  WHICH COULD
CAUSE US NOT TO TAKE ACTIONS THAT OUTSIDE INVESTORS MIGHT VIEW FAVORABLY.       

Our executive officers,  directors, and holders of 5% or more of our outstanding
common stock beneficially own approximately 83% of our outstanding common stock.
As a result,  they  effectively  control  all  matters  requiring  director  and
stockholder  approval,  including  the  election of  directors,  the approval of
significant   corporate   transactions,   such  as  mergers  and  related  party
transaction.  These  insiders  also have the  ability to delay or  perhaps  even
block,  by their  ownership of our stock,  an  unsolicited  tender  offer.  This
concentration  of  ownership  could have the effect of  delaying,  deterring  or
preventing a change in control of our company that you might view favorably.    

OUR DIRECTORS MAY HAVE CONFLICTS OF INTEREST WHICH MAY NOT BE RESOLVED FAVORABLY
TO US.                                                                          

Certain  conflicts  of  interest  may exist  between our  directors  and us. Our
Directors  have other business  interests to which they devote their  attention,
and may be expected to  continue  to do so  although  management  time should be
devoted to our business.  As a result,  conflicts of interest may arise that can
be resolved  only  through  exercise  of such  judgment  as is  consistent  with
fiduciary  duties  to us.  See  "Directors,  Executive  Officers  and  Corporate
Governance" (page 39), and "Conflicts of Interest." (page 39).                  

WE MAY DEPEND UPON OUTSIDE  ADVISORS,  WHO MAY NOT BE  AVAILABLE  ON  REASONABLE
TERMS AND AS NEEDED.                                                            

To supplement the business  experience of our officers and directors,  we may be
required to employ accountants,  technical experts,  appraisers,  attorneys,  or
other  consultants  or advisors.  Our Board without any input from  stockholders
will make the selection of any such  advisors.  Furthermore,  it is  anticipated
that such  persons may be engaged on an "as needed"  basis  without a continuing
fiduciary  or other  obligation  to us. In the event we consider it necessary to
hire outside advisors, we may elect to hire persons who are affiliates,  if they
are able to provide the required services.                                      

WE HAVE A SUBSTANTIAL BALANCE OF OUTSTANDING LIABILITIES.                       

At December 31, 2008 we had outstanding  liabilities of approximately  $172,557.
We had $2,492 in cash, no active operating business or our source of income from
which to  repay  these  creditors.  Accordingly  we must  attempt  to  negotiate
acceptable  settlements  with these  outstanding  creditors  and then attempt to
raise  debt and,  or,  equity  funding  to  finance  the  payment  of the agreed
settlements.  There  can be no  assurance  that we  shall  be able to  negotiate
acceptable  settlements with our outstanding  creditors or that we shall be able
to raise the  necessary  debt and,  or,  equity  finance to fund any such agreed
settlements.                                                                    

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WE HAVE  INCURRED  SIGNIFICANT  LOSSES AND  ANTICIPATE  FUTURE  LOSSES,  AND OUR
AUDITORS HAVE ISSUED A "GOING CONCERN" QUALIFICATION IN THEIR OPINION.          

At  December  31,  2008,  we  had  an  accumulated  deficit  of  $606,855  and a
stockholders' deficit of $170,065.  Future losses are likely to occur as we have
no sources of income to meet our operating expenses. As a result of these, among
other factors, we received a report on our consolidated financial statements for
the years ended  December 31,  2008,  and 2007 from our  Independent  Registered
Public Accounting Firms that include an explanatory paragraph stating that there
is substantial doubt about our ability to continue as a going concern.          

OUR EXISTING FINANCIAL  RESOURCES ARE INSUFFICIENT TO MEET OUR ONGOING OPERATING
EXPENSES.                                                                       

We have no  sources  of  income  at this  time and  insufficient  existing  cash
balances to meet our ongoing  operating  expenses.  In the short term, unless we
are able to raise additional debt and, or, equity we shall be unable to meet our
ongoing  operating  expenses.  No  assurances  can be  given  that  we  will  be
successful  in raising  equity,  starting or  acquiring  operations,  generating
revenues or reaching or maintaining profitable operations.                      

WE INTEND TO RAISE NEW EQUITY.                                                  

We need to raise  substantial  new equity to implement our proposed  business 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.  No  assurances  can be given  that we will be  successful  in  raising
equity,  starting or acquiring  operations,  generating  revenues or reaching or
maintaining profitable operations.                                              

IF WE FAIL TO RAISE NEW EQUITY, WE MAY BE UNABLE TO ACQUIRE PAINTBALL BUSINESSES
AND OR ASSETS FOR SHARES OF OUR COMMON STOCK.                                   

Our proposed business is to own and operate paintball  facilities and to provide
services and products in connection  with paintball  sport  activities at future
facilities and through a website,  within our existing level of interim funding.
No  assurances  can be  given  that we will be  successful  in  raising  equity,
starting or acquiring operations, generating revenues or reaching or maintaining
profitable operations.                                                          

If we fail  to  raise  sufficient  equity  to fund  the  organic  growth  of our
business,  our strategy to acquire an operating business through the purchase of
paintball  businesses and assets in return for the issue of shares of our common
stock.  Successful  implementation  of this  strategy  depends on our ability to
identify a suitable  acquisition  candidate,  acquire such company on acceptable
terms and integrate its operations.  In pursuing acquisition  opportunities,  we
compete  with  other   companies  with  similar   strategies.   Competition  for
acquisition  targets in our chosen  sector  may  result in  increased  prices of
acquisition   targets  and  a  diminished   pool  of  companies   available  for
acquisition.  Acquisitions  involve a number of other risks,  including risks of
acquiring undisclosed or undesired liabilities,  acquired in-process technology,
stock  compensation  expense,  diversion  of  management  attention,   potential
disputes with the seller of one or more acquired  entities and possible  failure
to retain key acquired personnel.  Any acquired entity or assets may not perform
relative to our expectations.  Our ability to meet these challenges has not been
established.                                                                    

SCARCITY OF, AND COMPETITION FOR, BUSINESS OPPORTUNITIES AND COMBINATIONS.      

We believe we are an insignificant  participant  among the firms which engage in
the acquisition of business  opportunities  in the paintball  sector.  There are
many  businesses  in  the  paintball  sector  that  have  significantly  greater
financial and personnel  resources and technical  expertise than we have. Nearly
all such entities have  significantly  greater  financial  resources,  technical
expertise and managerial capabilities than us and, consequently, we will be at a
competitive  disadvantage in identifying  possible  business  opportunities  and
successfully  completing a business combination.  Moreover, we will also compete
in seeking  merger or  acquisition  candidates  with numerous other small public
companies.  In view of our limited  financial  resources and limited  management
availability,  we will continue to be at a significant competitive  disadvantage
compared to our competitors.                                                    

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IF WE GROW OUR  BUSINESS  THROUGH  ACQUISITIONS  WE  CREATE  CERTAIN  ADDITIONAL
BUSINESS RISKS.                                                                 

We are  seeking  to  build  our  business  through  the  purchase  of  paintball
businesses  and assets in return  for the issue of shares of our  common  stock.
However, if an acquisition is completed, it may be on terms that have a material
adverse effect on your investment.  Moreover, there can be no assurance that the
anticipated  economic,  operation and other benefits of any future  acquisitions
will be  achieved  or that we will be able to  successfully  integrate  acquired
businesses  in a  timely  manner  without  substantial  costs,  delays  or other
operational or financial problems.                                              

The difficulties of such integration may initially be increased by the necessity
of integrating  personnel with disparate business  backgrounds and cultures.  In
addition, acquisitions may involve the expenditure of significant funds. Failure
to effectively integrate the acquired companies may adversely affect our ability
to  secure  new   business   or  retain   our   existing   customers.   Customer
dissatisfaction or performance  problems at a single acquired company could have
an  adverse  effect  on  our  reputation  as a  whole,  resulting  in  increased
difficulty in marketing our products and services or acquiring  companies in the
future. In addition,  there can be no assurance that the acquired companies will
operate  profitably.  Acquisitions  also involve a number of  additional  risks,
including diversion of management attention,  potential loss of key customers or
personnel,   risks  associated  with  unanticipated  problems,   liabilities  or
contingencies,  and risks of  entering  markets  in which we have  limited or no
direct expertise. The occurrence of some or all of the events described in these
risks would have a material adverse effect on our business,  operating  results,
financial condition and stock price.                                            

WE HAVE NOT  EXECUTED  ANY FORMAL  AGREEMENT  TO RAISE  EQUITY OR FOR A BUSINESS
COMBINATION OR OTHER  TRANSACTION AND HAVE  ESTABLISHED NO STANDARDS FOR RAISING
EQUITY OF COMPLETING BUSINESS COMBINATIONS.                                     

We have not executed any formal  arrangement,  agreement or  understanding  with
respect to raising  equity,  engaging in a merger  with,  joint  venture with or
acquisition  of a private or public  entity.  There can be no assurance  that we
will be successful in raising  equity or  identifying  and  evaluating  suitable
business  opportunities  or in  concluding a business  combination.  There is no
assurance we will be able to raise equity or negotiate a business combination on
terms  favorable,  if at all.  We have not  established  a  specific  length  of
operating  history or specified  level of earnings,  assets,  net worth or other
criteria which we will require a target  business  opportunity to have achieved,
and without which we would not consider a business combination.  Accordingly, we
may enter into a business  combination  with a  business  opportunity  having no
significant  operating  history,  losses,  limited or no potential for earnings,
limited assets, negative net worth or other negative characteristics.           

RISK FACTORS RELATED TO OUR STOCK                                               

THE  REGULATION  OF PENNY  STOCKS  BY SEC AND  FINRA  MAY HAVE AN  EFFECT ON THE
TRADABILITY OF OUR SECURITIES.                                                  

Our securities are currently  listed on the Over the Counter  Bulletin Board and
the Pink Sheets. Our shares are subject to a Securities and Exchange  Commission
rule that imposes special sales practice  requirements upon  broker-dealers  who
sell such securities to persons other than  established  customers or accredited
investors. For purposes of the rule, the phrase "accredited investors" means, in
general terms,  institutions with assets in excess of $5,000,000, or individuals
having a net worth in  excess of  $1,000,000  or  having an annual  income  that
exceeds  $200,000  (or that,  when  combined  with a  spouse's  income,  exceeds
$300,000).  For transactions  covered by the rule, the broker-dealer must make a
special suitability  determination for the purchaser and receive the purchaser's
written agreement to the transaction prior to the sale.  Consequently,  the rule
may affect the ability of  broker-dealers  to sell our  securities  and also may
affect the ability of purchasers  in this  offering to sell their  securities in
any market that might develop therefore.                                        

In addition,  the  Securities  and Exchange  Commission  has adopted a number of
rules to regulate "penny stocks." Such rules include Rules 3a51-1, 15g-1, 15g-2,
15g-3,  15g-4,  15g-5, 15g-6, 15g-7, and 15g-9 under the Securities and Exchange
Act of 1934, as amended. Because our securities constitute "penny stocks" within
the meaning of the rules, the rules would apply to us and to our securities. The
rules may further  affect the ability of owners of Shares to sell our securities
in any market that might develop for them.                                      

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Shareholders  should  be  aware  that,  according  to  Securities  and  Exchange
Commission,  the  market  for penny  stocks has  suffered  in recent  years from
patterns of fraud and abuse. Such patterns include (i) control of the market for
the  security  by one or a few  broker-dealers  that are  often  related  to the
promoter or issuer; (ii) manipulation of prices through prearranged  matching of
purchases and sales and false and misleading press releases; (iii) "boiler room"
practices   involving   high-pressure   sales  tactics  and  unrealistic   price
projections  by  inexperienced  sales persons;  (iv)  excessive and  undisclosed
bid-ask  differentials  and  markups  by  selling  broker-dealers;  and  (v) the
wholesale dumping of the same securities by promoters and  broker-dealers  after
prices  have been  manipulated  to a desired  consequent  investor  losses.  Our
management is aware of the abuses that have occurred  historically  in the penny
stock  market.  Although  we do not  expect to be in a position  to dictate  the
behavior  of the market or of  broker-dealers  who  participate  in the  market,
management  will strive within the confines of practical  limitations to prevent
the described patterns from being established with respect to our securities.   

OUR STOCK  WILL IN ALL  LIKELIHOOD  BE THINLY  TRADED AND AS A RESULT YOU MAY BE
UNABLE  TO SELL AT OR NEAR ASK  PRICES OR AT ALL IF YOU NEED TO  LIQUIDATE  YOUR
SHARES.                                                                         

The shares of our common stock may be  thinly-traded  on the OTC Bulletin  Board
and the Pink Sheets, meaning that the number of persons interested in purchasing
our  shares of  common  stock at or near ask  prices  at any  given  time may be
relatively small or non-existent.  This situation is attributable to a number of
factors,  including  the fact that we are a small  company  which is  relatively
unknown to stock analysts, stock brokers,  institutional investors and others in
the investment  community that generate or influence sales volume, and that even
if we came to the attention of such  persons,  they tend to be  risk-averse  and
would be reluctant to follow an  unproven,  early stage  company such as ours or
purchase or recommend the purchase of our shares of common stock until such time
as we became more seasoned and viable. As a consequence, there may be periods of
several  days or more when  trading  activity  in our shares of common  stock is
minimal or non-existent,  as compared to a seasoned issuer which has a large and
steady volume of trading activity that will generally  support  continuous sales
without an adverse effect on Securities  price. We cannot give you any assurance
that a broader or more  active  public  trading  market for our shares of Common
Stock  will  develop  or be  sustained,  or  that  any  trading  levels  will be
sustained. Due to these conditions, we can give investors no assurance that they
will be able to sell  their  shares of common  stock at or near ask prices or at
all if you need money or  otherwise  desire to  liquidate  your shares of common
stock of our Company.                                                           

OUR CHIEF EXECUTIVE OFFICER HAS THE ABILITY TO EFFECTIVELY CONTROL SUBSTANTIALLY
ALL ACTIONS TAKEN BY STOCKHOLDERS                                               

Mr. Cutler,  an officer and director of the Company owns in excess of our 50% of
our issued  and  outstanding  common  stock and is able to  effectively  control
substantially all actions taken by our  stockholders,  including the election of
directors.  Such  concentration  of  ownership  could  also  have the  effect of
delaying,  deterring or  preventing a change in control that might  otherwise be
beneficial to stockholders  and may also discourage  acquisition bids for us and
limit the amount  certain  investors  may be willing to pay for shares of common
stock.                                                                          

LOSS OF  CONTROL  BY OUR  PRESENT  MANAGEMENT  AND  STOCKHOLDERS  MAY OCCUR UPON
ISSUANCE OF ADDITIONAL SHARES.                                                  

We may issue further Shares as consideration  for the cash or assets or services
out of our  authorized  but  unissued  Common Stock that would,  upon  issuance,
represent  a majority  of our  voting  power and  equity.  The result of such an
issuance would be those new  stockholders  and management  would control us, and
persons  unknown could replace our  management at this time.  Such an occurrence
would result in a greatly  reduced  percentage of ownership of us by our current
Shareholders.                                                                   

RULE 144 SALES IN THE FUTURE MAY HAVE A DEPRESSIVE EFFECT ON OUR STOCK PRICE.   

All of the  outstanding  shares of common  stock held by our  present  officers,
directors,  and affiliate  stockholders are "restricted  securities"  within the
meaning of Rule 144 under the Securities Act of 1933, as amended.  As restricted
Shares,  these Shares may be resold only  pursuant to an effective  registration
statement or under the requirements of Rule 144 or other  applicable  exemptions
from  registration  under  the  Act  and  as  required  under  applicable  state
securities  laws. We are registering all of our outstanding  Shares so officers,

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directors and affiliates will be able to sell their Shares if this  Registration
Statement becomes effective.  Rule 144 provides in essence that a person who has
held restricted  securities for six months may, under certain  conditions,  sell
every three months, in brokerage transactions,  a number of Shares that does not
exceed  the  greater  of 1.0% of a  company's  outstanding  common  stock or the
average  weekly trading volume during the four calendar weeks prior to the sale.
There is no limit on the amount of restricted  securities  that may be sold by a
nonaffiliate after the owner has held the restricted  securities for a period of
two years. A sale under Rule 144 or under any other  exemption from the Act, may
have a  depressive  effect upon the price of the common stock in any market that
may develop.                                                                    

THE PRICE OF OUR COMMON STOCK COULD BE HIGHLY VOLATILE                          

It is likely  that our common  stock will be  subject to price  volatility,  low
volumes  of trades  and large  spreads  in bid and ask  prices  quoted by market
makers.  Due to the low  volume of shares  traded on any  trading  day,  persons
buying or selling in relatively  small quantities may easily influence prices of
our common  stock.  This low volume of trades  could also cause the price of our
stock to fluctuate greatly,  with large percentage changes in price occurring in
any trading  day  session.  Holders of our common  stock may also not be able to
readily  liquidate their investment or may be forced to sell at depressed prices
due to low volume trading. If high spreads between the bid and ask prices of our
common stock exist at the time of a purchase, the stock would have to appreciate
substantially  on a relative  percentage  basis for an investor to recoup  their
investment.  Broad  market  fluctuations  and  general  economic  and  political
conditions  may also adversely  affect the market price of our common stock.  No
assurance can be given that an active market in our common stock will develop or
be sustained. If an active market does not develop,  holders of our common stock
may be unable to readily  sell the  shares  they hold or may not be able to sell
their shares at all.                                                            

WE DO NOT ANTICIPATE PAYING CASH DIVIDENDS ON OUR COMMON STOCK                  

We do not  anticipate  paying  any cash  dividends  on our  common  stock in the
foreseeable future.                                                             

OUR BUSINESS IS HIGHLY SPECULATIVE AND THE INVESTMENT IS THEREFORE VERY RISKY.  

Due to  the  speculative  nature  of  our  business,  it is  possible  that  the
investment  in the shares of our Common  Stock  offered  hereby will result in a
total loss to the investor.  Investors  should be able to  financially  bear the
loss of their entire  investment.  Investment should,  therefore,  be limited to
that portion of discretionary funds not needed for normal living purposes or for
reserves for disability and retirement.                                         

DILUTION  TO  STOCKHOLDERS  MAY OCCUR  THROUGH  REDUCTION  OF  PERCENTAGE  SHARE
OWNERSHIP FOLLOWING RAISING ADDITIONAL EQUITY OR SHARE ISSUANCES RELATING TO ANY
BUSINESS COMBINATION.                                                           

Our primary plan of operation is based upon raising further equity or completing
a business  combination  with a private concern which, in all likelihood,  would
result in us issuing securities to new stockholders.  The issuance of previously
authorized and unissued  shares of our common stock would result in reduction in
percentage  of shares  owned by present  and  prospective  stockholders  and may
result in a change in  control  or  management.  In  addition,  any issue of new
equity,  merger or  acquisition  can be expected to have a significant  dilutive
effect on the percentage of the shares held our stockholders.                   

ITEM 1B. UNRESOLVED STAFF COMMENTS                                              

None                                                                            

ITEM 2. DESCRIPTION OF PROPERTIES                                               

Our mailing  address is 2460 West 26th Avenue,  Suite 380-C,  Denver,  Colorado,
80211. We do not pay rent for the use of this mailing address. We do not believe
it will be necessary to maintain an office at any time in the foreseeable future
in order to carry out our plan of operations described herein.                  

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ITEM 3.LEGAL PROCEEDINGS                                                        

We were not subject to any legal proceedings during the years ended December 31,
2008 and  2007  and,  to the best of our  knowledge,  no legal  proceedings  are
pending or threatened.                                                          

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

No matters were  submitted for a vote of our security  holders  during the years
ended December 31, 2008 and 2007.                                               

 PART II

ITEM 5. MARKET FOR REGISTRANT'S  COMMON EQUITY,  RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES                                           

Market Information.                                                             

The Company's Common Stock is presently traded on the over-the-counter market on
the OTC Bulletin Board maintained by the Financial Industry Regulatory Authority
("FINRA").  In October 2008,  Atomic Paintball  received  approval from FINRA to
begin trading on the over the counter  bulletin  board under the symbol  "ATOC."
The shares of the  Company's  stock were not  publicly  traded  prior to October
2008.                                                                           

The  following  table sets forth the range of high and low sales  prices for the
Company's common stock since it was approved for trading. These prices represent
inter-dealer  prices without adjustments for mark-up,  mark-down,  or commission
and do not necessarily reflect actual transactions.                             

Stock Quotations.                                                               

                                                   High              Low

2008:                                                                       
        Quarter Ended December 31, 2008             $0.35            $0.25

Last Reported Price.                                                            

On March 27,  2007,  the last  reported  bid price of our shares of common stock
reported on the OTC Bulletin Board and the Pink Sheets was $0.125 per share.    

Holders.                                                                        

There are approximately 70 holders of record of Atomic  Paintball's common stock
as of December 31, 2008.                                                        

Our  transfer  agent is Mountain  Share  Transfer,  Inc.,  1625  Abilene  Drive,
Broomfield, Colorado, 80020. The telephone number is 303-460-1149.              

Dividends.                                                                      

We have not paid or declared  cash  distributions  or dividends on our shares of
common stock and do not intend to pay cash dividends in the foreseeable future. 

Future cash  dividends  will be determined by our board of directors  based upon
our earnings,  financial  condition,  capital  requirements  and other  relevant
factors.                                                                        

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Recent Sales of Unregistered Securities                                         

We made the following  unregistered sales of its securities from January 1, 2007
through December 31, 2008.                                                      

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 a further $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 $0.125
per share for total  consideration  of  $100,000.  Mr.  Perlmutter,  our  former
director,  subscribed  for 200,000 of these  shares for total  consideration  of
$25,000.                                                                        

In  November  2007,  we issued a further  40,000  shares of our common  stock at
$0.125 per share for total consideration of $5,000 to an accredited investor and
300,000  shares of our common stock,  valued at $0.125 per share or $37,500,  as
remuneration to our former director, Jeffery L. Perlmutter.                     

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 360,000 shares of our
common stock.                                                                   

Exemption From Registration Claimed                                             
-----------------------------------                                             

All of the sales by Atomic Paintball of its unregistered securities were made in
reliance upon Section 4(2) of the  Securities Act of 1933, as amended (the "1933
Act"). The entity listed above that purchased the unregistered securities was an
existing  shareholder,   known  to  the  Company  and  its  management,  through
pre-existing business relationships,  as a long standing business associate. The
entity was provided access to all material information,  which it requested, and
all information  necessary to verify such information and was afforded access to
the Company's management in connection with the purchases.  The purchaser of the
unregistered  securities  acquired such securities for investment and not with a
view  toward  distribution,  acknowledging  such  intent  to  the  Company.  All
certificates  or  agreements  representing  such  securities  that  were  issued
contained restrictive legends,  prohibiting further transfer of the certificates
or agreements representing such securities, without such securities either being
first registered or otherwise exempt from  registration in any further resale or
disposition.                                                                    

Penny Stock.                                                                    

Penny Stock Regulation  Broker-dealer  practices in connection with transactions
in "penny  stocks" are  regulated  by certain  penny stock rules  adopted by the
Securities and Exchange Commission. Penny stocks generally are equity securities
with a price of less than $5.00.  Excluded from the penny stock  designation are
securities  registered  on certain  national  securities  exchanges or quoted on
NASDAQ,  provided  that  current  price and volume  information  with respect to
transactions  in such securities is provided by the  exchange/system  or sold to
established customers or accredited investors.                                  

The penny stock rules require a broker-dealer, prior to a transaction in a penny
stock not  otherwise  exempt  from the  rules,  to deliver a  standardized  risk
disclosure  document that provides  information about penny stocks and the risks
in the penny stock market. The broker-dealer also must provide the customer with
current bid and offer  quotations for the penny stock,  the  compensation of the
broker-dealer  and its salesperson in connection with the  transaction,  and the
monthly account  statements showing the market value of each penny stock held in
the customer's  account.  In addition,  the penny stock rules generally  require
that prior to a  transaction  in a penny stock,  the  broker-dealer  must make a
special written  determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written agreement to the transaction. 

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These  disclosure  requirements  may have the  effect of  reducing  the level of
trading activity in the secondary market for a stock that becomes subject to the
penny stock  rules.  As our  securities  have become  subject to the penny stock
rules, investors may find it more difficult to sell their securities.           

Stock  Incentive  Plans -- details  concerning  the activities and status of our
stock  incentive  plans  during the period are set out in Note 7.  Stockholders'
Deficit of our Financial Statements on page 61 below.                           

ITEM 6.  SELECTED FINANCIAL AND OPERATING DATA                                  

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

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS                                    

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 o 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  Annual  Report  on Form  10-K 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.                                                                           

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,  we amended our previous

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filings with the SEC, where appropriate,  in accordance with FINRA instructions,
by  "checking  the box" on the first page of each of our SEC filings 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  under the trading  symbol
"ATOC."                                                                         

On March 31, 2009, Mr. Jeffrey Perlmutter resigned as a director.               

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

PLAN OF OPERATIONS                                                              

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

Our proposed operating budget 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
                               =============

We are also  seeking to raise an  additional  $250,000  that  would  allow us to
complete an initial "pilot" acquisition of a small paintball field.             

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.                                

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Liquidity and Capital Resources                                                 

At December  31,  2008,  we had total assets of $2,492  consisting  of cash,  no
operating business or other source of income,  outstanding  liabilities totaling
$172,557 and a stockholder' deficit of $170,065.                                

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 December 31, 2008,  we had a
working  capital  deficit of $170,065  and  reported an  accumulated  deficit of
$606,855.                                                                       

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.                                                                      

The United  States and the global  business  community  is  experiencing  severe
instability in the commercial and investment  banking systems which is likely to
continue to have  far-reaching  effects on the economic  activity in the country
for an indeterminable  period. The long-term impact on the United States economy
and the Company's  operating  activities  and ability to raise capital cannot be
predicted at this time, but may be substantial.                                 

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 former  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  December 31,  2008,  Mr.
Cutler, our sole officer and a director,  has made advances to us of $237,687 by
way of a loan.  These funds are used to support our ongoing  operating costs and
settle certain outstanding  liabilities.  In December 2006, Mr. Cutler converted
$30,000 of his loan into  697,674  shares of common  stock.  In March 2007,  Mr.
Cutler  converted an additional  $30,000 of his loan into an additional  697,674
shares of our common  stock.  At December 31, 2008,  the Company owed Mr. Cutler
$113,486.  There can be no assurance  that Mr.  Cutler will  continue to provide
such financing on an ongoing basis                                              

RESULTS OF OPERATIONS                                                           

FISCAL YEAR ENDED  DECEMBER 31, 2008 COMPARED TO THE FISCAL YEAR ENDED  DECEMBER
31, 2007                                                                        

General and Administrative Expenses                                             

During the year ended  December  31, 2008,  we incurred  $105,905 in general and
administrative  expenses  compared to $162,577  in the year ended  December  31,
2007, a decrease of $56,672.                                                    

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

Operating Loss                                                                  

In the year ended December 31, 2008, we recognized an operating loss of $105,905
compared to $162,577 in the year ended December 31, 2007, a decrease of $56,672,
due to the factors as discussed above.                                          

Interest Expense                                                                

We recognized an interest  expense of $6,868 during the year ended  December 31,
2008 compared to $4,393 during the year ended  December 31, 2007, an increase of
$2,475.  This interest  expense relates to the interest accrued on the loan made

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to us by certain of our officers and shareholders. The increase in the amount of
interest between the two periods reflects the increase in the principal  balance
of the loans made to us by our officers and shareholders between the two periods

Loss before Income Tax                                                          

In the year ended  December 31, 2008 we  recognized a loss before  income tax of
$112,774  compared  to a loss  before  income tax of  $166,969 in the year ended
December 31, 2007, a decrease of $54,195 due to the factors discussed above.    

Provision for Income Taxes                                                      

No provision for income taxes was required in the years ended  December 31, 2008
or 2007, as we generated tax losses in both years.                              

Net Loss and Comprehensive Loss                                                 

In the year  ended  December  31,  2008 we  recognized  a net  loss of  $112,774
compared  to a net loss of  $166,969  in the year ended  December  31,  2007,  a
decrease of $54,195 due to the factors discussed above                          

The  comprehensive  loss was  identical  to the net loss in both the years ended
December 31, 2008 and 2007.                                                     

CASH FLOW  INFORMATION FOR THE YEAR ENDED DECEMBER 31, 2008 COMPARED TO THE YEAR
ENDED DECEMBER 31, 2007                                                         

At December  31,  2008,  we had total assets of $2,492  consisting  of cash,  no
operating business or other source of income,  outstanding  liabilities totaling
$172,557 and a stockholder' deficit of $170,065.                                

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 December 31, 2008,  we had a
working  capital  deficit of $170,065  and  reported an  accumulated  deficit of
$606,855.                                                                       

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                                                                       

Net cash used in  operations  in the year ended  December  31,  2008 was $80,600
compared to $127,202 in the year ended December 31, 2007, a decrease of $46,602.
In the  year  ended  December  31,  2008,  our net  loss,  without  any need for
adjustment for non-cash items,  resulted in a negative cash flow of $(112,774) ,
which was partially offset by a positive cash flow of $32,173 generated from the
net movement in our operating assets and  liabilities.  This compares with a net
loss,  after  adjustment  for non-cash  items,  of  $(129,469) in the year ended
December 31, 2007,  which was partially  offset by a positive cash flow of $2268
generated from the net movement in our operating assets and liabilities.        

No cash was provided by or used in investing  activities  during the years ended
December 31, 2008 and 2007.                                                     

Net cash  provided by financing  activities  during the year ended  December 31,
2008 was $68,875 compared to $141,375 net cash provided by financing  activities
during the year ended  December 31, 2007,  a decrease  $72,500.  During the year
ended December 31, 2007, we received $68,875 in loans from our director and sole
officer,  Mr.  Cutler  During the year ended  December  31,  2007,  we  received
$105,000  through the issuance of 840,000 shares of our common stock,  at $0.125
per share and a net $36,375 in loans from our  director  and sole  officer,  Mr.
Cutler.                                                                         

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.                                                             

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EFFECTS OF INFLATION                                                            

Although  we  cannot  accurately  anticipate  the  effect  of  inflation  on our
operations, we do not believe that inflation has had, or is likely in the future
to have, a material effect on our results or financial condition.               

Critical Accounting Policies                                                    

Financial  Reporting  Release  No.  60  requires  all  companies  to  include  a
discussion of critical accounting policies and estimates used in the preparation
of their  financial  statements.  On an on-going basis, we evaluate our critical
accounting  policies  and  estimates.   We  base  our  estimates  on  historical
experience  and on various  other  assumptions  that we believe to be reasonable
under  the  circumstances,  the  results  of which  form our  basis  for  making
judgments  about the  carrying  values of assets  and  liabilities  that are not
readily  apparent  from other  sources.  Actual  results  may differ  from these
estimates under different assumptions or conditions.                            

Our  significant  accounting  policies are  described in Note 1 to the financial
statements on page 52 below. These policies were selected because they represent
the more significant accounting policies and methods that are broadly applied in
the preparation of our financial statements. However, it should be noted that we
intend to acquire a new operating business. The critical accounting policies and
estimates for such new  operations  will, in all  likelihood,  be  significantly
different from our current policies and estimates.                              

Off  Balance  Sheet   Arrangements,   Contractual   Obligations  and  Commercial
Commitments                                                                     

Financial Reporting Release No. 61requires all companies to include a discussion
to address,  among other  things,  liquidity,  off-balance  sheet  arrangements,
contractual obligations and commercial commitments. Details of the arrangements,
contractual  obligations and commercial  commitments are described in Note. 8 to
the financial statements on page 63 below.                                      

ACCOUNTING PRONOUNCEMENTS                                                       

In February  2007,  the FASB issued  SFAS No.  159,  "The Fair Value  Option for
Financial  Assets and  Financial  Liabilities  - Including  an Amendment of FASB
Statement No. 115." This  statement  permits  entities to choose to measure many
financial  instruments  and  certain  other  items  at fair  value.  Most of the
provisions  of SFAS No.  159 apply  only to  entities  that elect the fair value
option.  However,  the  amendment  to  SFAS  No.  115  "Accounting  for  Certain
Investments  in  Debt  and  Equity  Securities"  applies  to all  entities  with
available-for-sale  and trading securities.  SFAS No. 159 is effective as of the
beginning of an entity's  first fiscal year that begins after November 15, 2007.
Early  adoption is permitted as of the beginning of a fiscal year that begins on
or before  November  15,  2007,  provided  the entity  also  elects to apply the
provision  of SFAS No. 157,  "Fair  Value  Measurements."  The  adoption of this
statement is not expected to have a material effect on our financial statements.

In March 2007,  the FASB ratified the Emerging  Issues Task Force ("EITF") Issue
No.  06-11,  Accounting  for Income Tax  Benefits  of  Dividends  on Share Based
Payment Awards ("EITF  06-11").  EITF 06-11 requires  companies to recognize the
income tax benefit  realized  from  dividends or dividend  equivalents  that are
charged   to   retained   earnings   and  paid  to   employees   for   nonvested
equity-classified  employee  share-based  awards as an  increase  to  additional
paid-in  capital.  EITF 06-11 is  effective  for fiscal  years  beginning  after
September  15,  2007.  The  adoption  of EITF  06-11 is not  expected  to have a
material effect on our financial statements.                                    

In  June  2007,  the  FASB  ratified  EITF  Issue  No.  07-03,   Accounting  for
Nonrefundable Advance Payments for Goods and Services Received for Use in Future
Research  and  Development   Activities  ("EITF  07-03").  EITF  07-03  requires
companies to defer nonrefundable  advance payments for goods and services and to
expense  that  advance  payment  as the  goods are  delivered  or  services  are
rendered. If the company does not expect to have the goods delivered or services
performed,  the advance  should be expensed.  EITF 07-03 is effective for fiscal
years  beginning  after  December  15,  2007.  The adoption of EITF 07-03 is not
expected to have a material effect on our financial statements.                 

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

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

In December  2007,  the FASB issued SFAS No. 160,  Noncontrolling  Interests  in
Consolidated Financial  Statements--An Amendment of ARB No. 51, or SFAS No. 160.
SFAS  No.  160  establishes  new  accounting  and  reporting  standards  for the
noncontrolling  interest  in a  subsidiary  and  for  the  deconsolidation  of a
subsidiary.  SFAS No. 160 is effective  for fiscal  years  beginning on or after
December 15, 2008. We believe that SFAS 160 should not have a material impact on
our financial position or results of operations.                                

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

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

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

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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.                                              

SUBSEQUENT EVENTS                                                               

On March 31, 2009, Mr. Jeffrey Perlmutter resigned as a director.               

ITEM 7A. QUANTATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.              

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

ITEM 8. FINANCIAL STATEMENTS                                                    

Our financial statements are included herein commencing on page 46.             

ITEM  9.  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
FINANCIAL DISCLOSURE                                                            

We have not had any disagreements with our auditors.                            

ITEM 9A. CONTROLS AND PROCEDURES                                                

Evaluation of Disclosure Controls and Procedures                                
We  maintain a system of  disclosure  controls  and  procedures  (as  defined in
Securities  Exchange Act Rule 13a-15(f)) that is designed to provide  reasonable
assurance that  information  that is required to be disclosed is accumulated and
communicated  to  management  timely.  At the end of the period  covered by this
report,  we  carried  out an  evaluation  under  the  supervision  of our  Chief
Executive  Officer and Chief  Financial  Officer,  of the  effectiveness  of the
design and  operation  of our  disclosure  controls and  procedures  pursuant to
Securities  Exchange  Act Rule  13a-15.  Based  on that  evaluation,  our  Chief
Executive  Officer and Chief  Financial  Officer  concluded  that our disclosure
controls  and  procedures  are  effective  in timely  alerting  them to material
information required to be disclosed in the our periodic filings with the SEC.  

Management's Annual Report On Internal Control Over Financial Reporting         
Our management is responsible for establishing and maintaining adequate internal
control over financial reporting.  Internal control over financial reporting, as
defined in Exchange Act Rule 13a-15(f),  is a process  designed by, or under the
supervision  of, our principal  executive and principal  financial  officers and
effected by our Board of Directors,  management and other personnel,  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  and  includes  those  policies  and
procedures that:                                                                

     o    Pertain  to the  maintenance  of  records  that in  reasonable  detail
          accurately and fairly reflect the transactions and dispositions of our
assets;                                                     

     o    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                        

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     o    Provide reasonable  assurance regarding prevention or timely detection
          of  unauthorized  acquisition,  use of  disposition of our assets that
could have a material effect on the financial statements.   

Because of its inherent  limitations,  internal control over financial reporting
may not  prevent  or detect  misstatements.  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.  All internal control systems,
no matter how well designed,  have inherent limitations.  Therefore,  even those
systems  determined to be effective can provide only  reasonable  assurance with
respect to financial statement preparation and presentation.                    

Our management assessed the effectiveness of our internal control over financial
reporting as of December 31, 2008. Based on this assessment, management believes
that as of December 31, 2008, our internal  control over financial  reporting is
effective based on those criteria.                                              

This  annual  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 SEC to
provide only management's report in this annual report.                         

Changes in Internal Control Over Financial Reporting                            

During our most recent fiscal quarter,  there has been no change in our internal
control  over  financial  reporting  (as defined in Rule  13a-15(f) or 15d-15(f)
under  the  Securities  Exchange  Act)  that  has  materially  affected,  or  is
reasonably  likely to materially  affect,  our internal  control over  financial
reporting.                                                                      

Item 9B.       OTHER INFORMATION                                                

None.                                                                           

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE                 

Effective December 31, 2008, our directors and officers were:                   

NAME                     AGE         POSITION                 

        David J. Cutler            53         President, Chief Executive Officer

Jeffrey L. Perlmutter        52         Director (resigned 3/31/09) 

David J. Cutler - President, Chief Executive Officer, Chief Financial Office and
Director.  Mr. Cutler became our director and officer in August 2006. Mr. Cutler
has more than 20 years of experience in  international  finance,  accounting and
business administration.  He held senior positions with multi-national companies
such as Reuters Group Plc and the Schlumberger Ltd. and has served as a director
for two British  previously  publicly  quoted  companies -- Charterhall  Plc and
Reliant  Group Plc. From March 1993 until 1999,  Mr. Cutler was a  self-employed
consultant  providing  accounting and financial advice to small and medium-sized
companies  in the United  Kingdom and the United  States.  Mr.  Cutler was Chief
Financial  Officer  and  subsequently  Chief  Executive  Officer  of  Multi-Link
Telecommunications,  Inc., a publicly quoted voice messaging business, from 1999
to 2005.  Since April 2005, Mr. Cutler has been Chief Executive  Officer,  Chief
Financial  Officer  and a director  of Aspeon,  Inc.,  a publicly  listed  shell
company.  Since March 2006 Mr. Cutler has been Chief  Executive  Officer,  Chief
Financial  Officer and a director of Concord  Ventures,  Inc.  (formerly  Cavion
Technologies,  Inc.), a publicly listed shell company.  Mr. Cutler has a masters
degree from St.  Catherine  College in  Cambridge,  England and  qualified  as a
British Chartered Accountant and as Chartered Tax Advisor with Arthur Andersen &
Co. in London.  He was subsequently  admitted as a Fellow of the UK Institute of
Chartered  Accountants.  Since  arriving  in the United  States  Mr.  Cutler has

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qualified as a Certified Public  Accountant,  a Fellow of the AICPA Institute of
Corporate  Tax  Management,  a  Certified  Valuation  Analyst  of  the  National
Association of Certified  Valuation  Analysts and obtained an executive MBA from
Colorado State University.                                                      

Jeffrey L. Perlmutter - Former Director.  Mr.  Perlmutter became our director in
December 2006. Mr. Perlmutter co-founded Pursuit Marketing,  Inc., a $85 million
manufacturer  and distributor of paintball game products,  and sold his interest
in  Pursuit  Marketing,  Inc.  in  November  2006  and  will  now  assist  us in
implementing our proposed  business plan.  Priorto  founding Pursuit  Marketing,
Inc.,  Mr.   Perlmutter  was  a  business  analyst  at  Dunn  &  Bradstreet  and
subsequently  an account  executive at M.  Lowenstein  Corp selling  textiles to
clothing  manufacturers  in  the  midwest  region  of  the  United  States.  Mr.
Perlmutter has a Bachelor of Science degree from Syracuse  University  School of
Management. Mr. Perlmutter resigned on March 31, 2009.                          

On March 31, 2009, Mr. Jeffrey Perlmutter resigned as a director.               

CONFLICTS OF INTEREST - GENERAL.                                                

Our directors and officers are, or may become,  in their individual  capacities,
officers,  directors,  controlling shareholder and/or partners of other entities
engaged in a variety of businesses.  Thus,  there exist  potential  conflicts of
interest   including,   among  other  things,   time,  efforts  and  corporation
opportunity,  involved in participation with such other business entities. While
each  officer  and  director of our  business is engaged in business  activities
outside of our  business,  they devote to our business such time as they believe
to be necessary.                                                                

CONFLICTS OF INTEREST - CORPORATE OPPORTUNITIES                                 

Presently no requirement contained in our Articles of Incorporation,  Bylaws, or
minutes which requires  officers and directors of our business to disclose to us
business opportunities which come to their attention. Our officers and directors
do,  however,  have a  fiduciary  duty of  loyalty to us to  disclose  to us any
business  opportunities  which come to their attention,  in their capacity as an
officer  and/or  director  or  otherwise.  Excluded  from  this  duty  would  be
opportunities  which the person  learns  about  through  his  involvement  as an
officer and director of another company. We have no intention of merging with or
acquiring  an  affiliate,  associate  person or  business  opportunity  from any
affiliate or any client of any such person.                                     

COMMITTEES OF THE BOARD OF DIRECTORS                                            

In the  ordinary  course  of  business,  the  board  of  directors  maintains  a
compensation committee and an audit committee.                                  

The  primary  function  of the  compensation  committee  is to  review  and make
recommendations  to the board of  directors  with  respect to the  compensation,
including bonuses,  of our officers and to administer the grants under our stock
option plan.                                                                    

The  functions  of the  audit  committee  are to  review  the scope of the audit
procedures employed by our independent  auditors, to review with the independent
auditors our  accounting  practices  and policies and  recommend to whom reports
should be submitted,  to review with the independent  auditors their final audit
reports,  to review  with our  internal  and  independent  auditors  our overall
accounting and financial controls,  to be available to the independent  auditors
during  the year for  consultation,  to  approve  the audit fee  charged  by the
independent  auditors,  to report to the board of directors with respect to such
matters and to recommend the selection of the independent auditors.             

In the absence of a separate audit committee our board of directors functions as
audit  committee and performs some of the same functions of an audit  committee,
such as recommending a firm of independent certified public accountants to audit
the  annual   financial   statements;   reviewing   the   independent   auditors
independence,  the financial  statements  and their audit report;  and reviewing
management's administration of the system of internal accounting controls.      

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE                         

Section  16(a)  of  the  Securities  Exchange  Act  requires  our  Officers  and
Directors, and persons who own more than 10% of a registered class of our equity
securities,  to file reports of ownership and changes in ownership with the SEC.
Officers,  directors  and  greater  than 10%  shareholders  are  required by SEC
regulation to furnish us with copies of all Section 16(a) forms they file. Based

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solely on our review of copies of such  reports  received,  and  representations
from certain  reporting  persons,  we believe that, during the fiscal year ended
December  31, 2008,  all Section  16(a) filing  requirements  applicable  to our
officers,  directors  and  greater  than 10%  beneficial  owners  were  filed in
compliance with all applicable requirements                                     

CODE OF ETHICS                                                                  

A code of ethics relates to written  standards  that are reasonably  designed to
deter wrongdoing and to promote;                                                

     -    Honest and ethical  conduct,  including the ethical handling of actual
          or apparent  conflicts of interest  between  personal and professional
relationships;                                              

     -    Full, fair, accurate,  timely and understandable disclosure in reports
          and  documents  that are filed with,  or submitted  to, the SEC and in
other public communications made by an issuer;              

   -    Compliance with applicable governmental laws, rules and regulations;

     -    The  prompt  internal  reporting  of  violations  of  the  code  to an
appropriate person or persons identified in the code; and   

-    Accountability for adherence to the code.                        

Due to the  limited  scope of our  current  operations,  we have not  adopted  a
corporate  code of ethics  that  applies  to our  principal  executive  officer,
principal accounting officer, or persons performing similar functions           

ITEM 11. EXECUTIVE COMPENSATION                                                 

The following table sets forth certain information concerning  compensation paid
by the Company to the President  and the  Company's two most highly  compensated
executive  officers  for the years ended  December 31, 2008 and 2007 (the "Named
Executive Officers"):                                                           

                                                        [Enlarge/Download Table]


                                   SUMMARY COMPENSATION TABLE                                                                

----------------------------- --------- ------------- --------- ----------- ------------ --------------- --------- ----------
NAME AND PRINCIPAL POSITION   YEAR         SALARY      BONUS      STOCK      OPTIONS      NONQUALIFIED      ALL       TOTAL  
                                                                  AWARDS    AWARDS ($)      DEFERRED      OTHER        ($)   
                                                                                         COMPEN-SATION     COMP              
                                                                                              ($)                            
----------------------------- --------- ------------- --------- ----------- ------------ --------------- --------- ----------
                                                                                                                             

David J Cutler,               2008        $60,000        -          -            -             -            -       $60,000  
Director, President, Chief    2007        $90,000        -          -            -             -            -       $90,000  
Executive Officer, Chief      2006        $60,000        -      $108,444(1)      -             -            -      $168,444  
Financial Officer                                                                                                            
----------------------------- --------- ------------- --------- ----------- ------------ --------------- --------- ----------

(1) On August 31, 2006,  Mr. Cutler became our sole officer.  At that time,  Mr.
Cutler was issued  2,530,376  shares of common  stock,  valued at  $108,444,  in
return for accepting his appointment with us.                                   

During the year ended  December 31, 2007 Mr. Cutler was issued 697,674 shares of
common  stock to convert  $30,000 of the debt he had provided to us into equity,
these shares are not part of the table above.                                   

During the year ended  December 31, 2006 Mr. Cutler was issued 697,674 shares of
common  stock to convert  $30,000 of the debt he had provided to us into equity,
these shares are not part of the table above.                                   

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 DIRECTORS' COMPENSATION

The following table sets forth certain information concerning  compensation paid
to the Company's directors during the year ended December 31, 2008:             

                                                        [Enlarge/Download Table]


----------------------- -------- -------------- ---------- --------- ------------------ ------------------ -------------- ----------
          Name           Year     Fees Earned   Stock      Options      Non-Equity        Nonqualified       All Other    Total     
                                  Or Paid-in     Awards     Awards    Incentive Plan        Deferred       Compen-sation  ($)       
                                     Cash          ($)       ($)       Compensation       Compensation          ($)                 
                                      ($)                                   ($)                ($)                                  
----------------------- -------- -------------- ---------- --------- ------------------ ------------------ -------------- ----------
                                                                                                                                    

David J Cutler,          2008          0            0         0              0                  0             $60,000       $60,000 
Director, President,                                                                                                                
Chief Executive Officer,                                                                                                            
Chief Financial                                                                                                                     
Officer (1)                                                                                                                         
----------------------- -------- -------------- ---------- --------- ------------------ ------------------ -------------- ----------
Jeffrey L Perlmutter,    2008          0            0         0              0                  0                0            0     
Director                                                                                                                            
resigned 3/31/09                                                                                                                    
----------------------- -------- -------------- ---------- --------- ------------------ ------------------ -------------- ----------

(1) Mr.  Cutler's  other  compensation  of $60,000  consists of his salary as an
officer of the Company.                                                         

On March 31, 2009, Mr. Jeffrey Perlmutter resigned as a director.               

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT         

The  following  tables  set  forth  certain  information   regarding  beneficial
ownership of our common stock, as of December 31, 2008 by:                      

     o    each person who is known by us to own beneficially more than 5% of our
outstanding common stock,                                   

o    each of our named executive officers and directors, and          

o    all executive officers and directors as a group.                 

                                                                [Download Table]


                                               NUMBER OF        PERCENT OF     
  NAME AND ADDRESS OF BENEFICIAL OWNER          SHARES          OUTSTANDING (4)
-----------------------------------------  -------------------  -------------  
                                                                               

David J. Cutler (1)                            3,925,724            51.8%      

Jeffrey L. Perlmutter (1)(6)                     600,000             7.9%      
                                             ------------        ------------  
All officers and directors as a group.         4,525,724            59.7%      

Mark A. Armstrong (2)                            615,162             8.1%      

J. H. Brech, LLC (3)                             405,162             5.3%      

Mark Margolis (4)                                400,500             5.3%      

(1)  c/o 2460 West 26th Avenue, Suite 380-C, Denver, Colorado 80211.            
(2)  1902 Hunter Ridge Drive, Grapevine, Texas 76051                            
(3)  1101 E. Duke Street, Hugo, Oklahoma 74743                                  
(4)  3395 Forest Trace Drive, Dacula, GA 30019                                  
(5)  Based upon  7,576,004 shares of common stock issued and outstanding on     
     December 31, 2008. This includes 87,200 shares of common stock issued under
a promissory note.                                                    
(6)  Mr. Perlmutter resigned as a director effective March 31, 2009.            

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                         

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

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

During the year ended December 31, 2007, Mr.  Perlmutter,  our former  director,
was issued 300,000 shares of common,  valued at $37,500,  for his services to us
as a former director.                                                           

Barbara J. Smith,  formerly an officer,  director and currently 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  December 31,  2008,  Mr.
Cutler, our sole officer and a director,  has made advances to us of $237,687 by
way of a loan.  These funds are used to support our ongoing  operating costs and
settle certain outstanding  liabilities.  In December 2006, Mr. Cutler converted
$30,000 of his loan into  697,674  shares of common  stock.  In March 2007,  Mr.
Cutler  converted an additional  $30,000 of his loan into an additional  697,674
shares of our common  stock.  At December 31, 2008,  the Company owed Mr. Cutler
$113,486.  There can be no assurance  that Mr.  Cutler will  continue to provide
such financing on an ongoing basis                                              

ITEM 14.   PRINCIPAL ACCOUNTANT FEES AND SERVICES                               

Audit Fees                                                                      

We incurred $2,775 audit fees with our auditor, Larry O'Donnell, CPA, PC, during
the fiscal year ended December 31, 2008 ($7,600 - 2007).                        

Tax Fees                                                                        

We did not incur any tax fees with our auditor, Larry O'Donnell, CPA, PC, in the
fiscal years ended December 31, 2008 and 2007.                                  

All Other Fees                                                                  

We incurred $1,100 in other fees with our auditor, Larry O'Donnell,  CPA, PC, in
the fiscal years ended  December 31, 2008 ($375 - 2007) in respect the review of
our quarterly financial statements.                                             

It is the role of the Audit Committee,  or in the absence of an audit committee,
the Board of Directors,  to consider whether,  and determine that, the auditor's
provision.                                                                      

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 PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES                             

The following  exhibits are filed as part of this Annual Report on Form 10-K, in
accordance with Item 601 of Regulation S-K:                                     

EXHIBIT                                                                         
NUMBER              DESCRIPTION AND METHOD OF FILING                            
-------             --------------------------------                            

3.1        Articles of Incorporation of Atomic Paintball, Inc                   

3.2        Amendment 1 to the Articles of Incorporation of Atomic Paintball, Inc

3.3        Amendment 2 to the Articles of Incorporation of Atomic Paintball, Inc

3.4        Bylaws of Atomic Paintball, Inc                                      

3.5        Certificate of Designations for Series A Convertible Preferred Stock 

4.1        Specimen certificate of the Common Stock of Atomic Paintball, Inc.   

4.2        Promissory Note, dated July 1, 2003, payable to Barbara J. Smith.    

4.3        Promissory Note, dated October 29, 2003, payable to Alton K. Smith.  

4.4        Promissory Note, dated February 13, 2004, payable to the Registrant. 

5.1        Opinion of Michael A Littman, Attorney at Law, as to the legality of 
securities being registered                               

10.1       Lease Agreement, dated as of April 1, 2002, by and between Alton K.  
Smith as Landlord, and Atomic Paintball, Inc. as Tenant   

10.2       Atomic Paintball, Inc. 2003 Stock Incentive Plan                     

10.3       Stock Option Agreement between Barbara J. Smith and the Registrant,  
dated October 21, 2003                                    

10.4       Stock Option Agreement between Alton K. Smith and the Registrant,    
dated October 21, 2003                                    

10.5       Form of Subscription Agreement for Series A Convertible Preferred    
Stock                                                     

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

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

* Filed herewith.                                                               

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 INDEX TO FINANCIAL STATEMENTS

                                                              PAGE

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM                39       

BALANCE SHEET                                                                   

As of December 31, 2008 and 2007                                      40      

STATEMENTS OF OPERATIONS                                                        

For the Years Ended December 31, 2008 and 2007 and the Period                 
from Inception (May 8, 2001) through December 31, 2008                41      

STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT                                  

The Period from Inception (May 8, 2001) through December 31, 2008     42      

STATEMENTS OF CASH FLOWS                                                        

For the Years Ended December 31, 2008 and 2007 and the Period                 
from Inception (May 8, 2001) through December 31, 2008                43      

NOTES TO FINANCIAL STATEMENTS                                          45       

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Larry O'Donnell, CPA, P.C.
Telephone (303) 745-4545                                2228 South Fraser Street
E-mail: larryodonnellcpa@msn.com                                  Unit 1        
www.larryodonnellcpa.com                                 Aurora, Colorado  80014

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors                                                              
Atomic Paintball, Inc.                                                          
Denver, Colorado                                                                

I have audited the accompanying  balance sheets of Atomic Paintball,  Inc. as of
December  31,  2008  and  2007  and  the  related   statements  of   operations,
stockholders'  deficit, and cash flows for the years ended December 31, 2008 and
2007.  These  financial  statements  are  the  responsibility  of the  Company's
management.  My  responsibility  is to express  an  opinion  on these  financial
statements based on my audits.                                                  

I conducted my audits in  accordance  with the  standards of the Public  Company
Accounting Oversight Board (United States).  Those standards require that I plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial statement presentation.  I believe that my audits provide a reasonable
basis for my opinion.                                                           

In my opinion, the financial statements referred to above present fairly, in all
material  respects,  the  financial  position  of Atomic  Paintball,  Inc. as of
December 31, 2008 and 2007 and the results of its  operations and cash flows for
the  years  ended  December  31,  2008 and 2007 in  conformity  with  accounting
principles generally accepted in the United States.                             

The accompanying  financial  statements have been prepared  assuming the Company
will  continue  as a going  concern.  As  discussed  in Note 2 to the  financial
statements,  the Company had suffered  significant losses, had a working capital
deficit  as of  December  31,  2008 and 2007 and no  ongoing  source of  income.
Management's  plans to address  these matters are also included in Note 2 to the
financial  statements.  These  conditions  raise  substantial  doubt  about  the
Company's  ability to continue as a going concern.  The financial  statements do
not  include  any  adjustments  that  might  result  from  the  outcome  of this
uncertainty.                                                                    

/s/ Larry O'Donnell CPA, PC                                                     

Larry O'Donnell CPA, PC                                                         
Aurora, Colorado                                                                
March 28, 2009                                                                  

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                                     ATOMIC PAINTBALL, INC.                                                    
                                 (A DEVELOPMENT STAGE COMPANY)                                                 

                                         BALANCE SHEETS                                                        

                                                                                          DECEMBER 31,         
                                                                                      2008             2007    
                                                                                   -----------      -----------
                                                                                                               
                           ASSETS                                                                              

Current Assets                                                                                                 

      Cash & Cash Equivalents                                                    $      2,492     $     14,217 
      Prepaid Expenses & Other                                                              -              361 

                                                                                   -----------      -----------
                Total Current Assets                                                    2,492           14,578 

                                                                                   -----------      -----------
      TOTAL ASSETS                                                               $      2,492     $     14,578 
                                                                                   ===========      ===========

                           LIABILITIES & STOCKHOLDERS' DEFICIT                                                 

Current Liabilities                                                                                            

      Accounts Payable                                                           $     32,007     $      7,014 
      Accrued Expenses                                                                 14,986            8,166 
      Loans from Shareholders                                                         125,564           56,689 

                                                                                   -----------      -----------
                Total Liabilities, all current                                        172,557           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 December 31, 2008 and 2007 and                                  
        188,000 shares issued and outstanding at December 31, 2006 with a                                      
        $0.25 per share liquidation preference.                                                                

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

      Deficit accumulated during the development stage.                              (606,855)        (494,082)

                                                                                   -----------      -----------
                Total Stockholders' Deficit                                          (170,065)         (57,291)

                                                                                   -----------      -----------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                                      $      2,492     $     14,578 
                                                                                   ===========      ===========

                 See accompanying Notes to Financial Statements.

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

                                                                               FROM INCEPTION    
                                                   YEAR ENDED                   (May 8, 2001)    
                                                   DECEMBER 31,              THROUGH DECEMBER 31,
                                                2008           2007                 2008         

                                          ---------------   ------------        -------------    
                                                                                                 

OPERATING EXPENSES                                                                               

      General and Administrative          $      105,905  $     162,577       $      593,321     
      Depreciation and amortization                    -              -                6,835     
      Gain on Settlement of Liabilities                -              -              (13,600)    

                                          ---------------   ------------        -------------    
      Total Operating Expenses                   105,905        162,577              586,555     

OPERATING LOSS                                  (105,905)      (162,577)            (586,555)    

OTHER INCOME (EXPENSE)                                                                           
      Interest Expense                            (6,868)        (4,393)             (20,300)    

                                          ---------------   ------------        -------------    
Net Loss before Income Taxes                    (112,774)      (166,969)            (606,855)    

Income tax expense                                     -              -                    -     

                                          ---------------   ------------        -------------    
NET LOSS                                  $     (112,774) $    (166,969)      $     (606,855)    
                                          ===============   ============        =============    

NET LOSS PER COMMON SHARE                                                                        

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

WEIGHTED AVERAGE NUMBER OF                                                                       
COMMON SHARES OUTSTANDING                                                                        

      Basic & Diluted                        7,488,804       7,132,804                           
                                          ===============   ===============                      

                 See accompanying Notes to Financial Statements.

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                                     ATOMIC PAINTBALL, INC.                                                       
                                  (A DEVELOPMENT STAGE COMPANY)                                                   
                               STATEMENTS OF STOCKHOLDERS' DEFICIT                                                
                     FROM INCEPTION (MAY 8, 2001) THROUGH DECEMBER 31, 2008                                       

                                              Preferred Stock       Common Stock   (Accumulated deficit)          
                                                                                          during                  
                                             Shares     Amount   Shares     Amount  Development Stage     Total   

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

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

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

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

Net loss for the period from inception                                                                            
(May 8, 2001) through December 31, 2001         -         -         -           -           (6,815)       (6,815) 
                                             --------  --------  ---------   --------    -----------    ----------
Balance at December 31, 2001                    -         -       800,000      7,000        (6,815)          185  

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

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

Net loss for the year ended                                                                                       
December 31, 2003                               -         -         -           -          (47,656)      (47,656) 
                                             --------  --------  ---------   --------    -----------    ----------
Balance at December 31, 2003                 116,000    29,000    800,000      7,000       (58,626)      (22,626) 

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

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

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

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

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

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

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

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

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                                     ATOMIC PAINTBALL, INC.                                          ...Continued 
                                  (A DEVELOPMENT STAGE COMPANY)                                                   
                               STATEMENTS OF STOCKHOLDERS' DEFICIT                                                
                     FROM INCEPTION (MAY 8, 2001) THROUGH DECEMBER 31, 2008                                       

                                              Preferred Stock       Common Stock   (Accumulated deficit)          
                                                                                          during                  
                                             Shares     Amount   Shares     Amount  Development Stage     Total   

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                 See accompanying Notes to Financial Statements.
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                                ATOMIC PAINTBALL, INC.                                                   
                            (A DEVELOPMENT STAGE COMPANY)                                                
                               STATEMENTS OF CASH FLOWS                                                  

                                                                                       FROM INCEPTION    
                                                                  Year Ended            (May 8, 2001)    
                                                                 DECEMBER 31,        THROUGH DECEMBER 31,
                                                              2008          2007            2008         

                                                         ---------------------------------------------   
                                                                                                         

CASH FLOW  FROM OPERATING ACTIVITIES                                                                     

NET LOSS                                                 $    (112,774)$   (166,969)   $     (606,855)   

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                           -       37,500           181,944    
     Gain on Settlement of Liabilities                               -            -           (13,600)   

CHANGES IN OPERATING ASSETS & LIABILITIES                                                                
     Decrease in Prepaid Expenses                                  361            -                 -    
     Decrease in Other Receivables                                   -         (325)                -    
     Increase (Decrease) in Accounts Payable                    24,993       (2,770)           45,607    
     Increase in Accrued Expenses                                6,819        5,363            14,986    

                                                         ---------------------------     -------------   
     Total Cash Flow Used In Operating Activities              (80,600)    (127,202)         (367,620)   

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                     68,875       36,375           199,411    
     Net Proceeds from Issuance of Common Stock                      -      105,000           106,000    
     Net Proceeds from Issuance of Preferred Stock                   -            -            75,000    
                                                           ------------  -----------     -------------   
     Total Cash Flow Provided by Financing Activities           68,875      141,375           380,411    

NET (DECREASE) INCREASE IN CASH & CASH EQUIVALENTS       $     (11,725)$     14,173    $        2,492    
                                                           ============  ===========     =============   

Cash and Cash Equivalents at the beginning of the period $      14,217 $         44    $            -    
                                                           ============  ===========     =============   
Cash and Cash Equivalents at the end of the period       $       2,492 $     14,217    $        2,492    
                                                           ============  ===========     =============   

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

 See accompanying Notes to Financial Statements.

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ATOMIC PAINTBALL, INC.
 NOTES TO THE FINANCIAL STATEMENTS
 FOR THE YEARS ENDED
DECEMBER 31, 2008 AND 2007

1.       NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES:              

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

During the years ended December 31, 2007 and 2008 we focused on completing those
actions necessary to the implement our 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 November 2007 we issued a further 40,000 shares of our common stock at $0.125
per share for total  consideration  of  $5,000  to an  accredited  investor  and
300,000  shares of our common stock,  valued at $0.125 per share or $37,500,  as
remuneration to our former director, Jeffery L. Perlmutter.                     

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.                                                                   

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,  we amended our previous
filings with the SEC, where appropriate,  in accordance with FINRA instructions,
by  "checking  the box" on the first page of each of our SEC filings 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  under the trading  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. 

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

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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                                                 

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 - Our deferred tax assets and  liabilities  are  recognized for the
estimated  future tax  consequences  attributable  to  differences  between  the
financial  statement  carrying  amounts of existing  assets and  liabilities and
their  respective tax bases.  Deferred tax assets and  liabilities  are measured
using  enacted  tax  rates  in  effect  for the year in  which  those  temporary
differences are expected to be recovered or settled.  The effect on deferred tax
assets and  liabilities  of a change in tax rates is recognized in income in the
period that includes the enactment  date.  Valuation  allowances are established
when  necessary  to reduce  deferred  tax  assets to the amount  expected  to be
realized.                                                                       

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 years ended  December 31,
2008 and 2007.                                                                  

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
years ended December 31, 2008 and 2007.                                         

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

Stock-Based  Compensation -- 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 September 2006, the FASB issued  Statement of Financial  Accounting  Standard
(SFAS) No. 157, "Fair Value Measurements" ("SFAS No. 157"). SFAS No. 157 defines
fair  value,  establishes  a framework  for  measuring  fair value in  generally
accepted  accounting  principles  ("GAAP"),  and expands  disclosures about fair
value measurements. This statement applies under other accounting pronouncements
that  require or permit  fair value  measurement  where the FASB has  previously
determined  that  under  those  pronouncements  fair  value  is the  appropriate
measurement. This statement does not require any new fair value measurements but
may require  companies to change current  practice.  This statement is effective
for those  fiscal  years  beginning  after  November 15, 2007 and to the interim
periods within those fiscal years.  We believe that SFAS No. 157 should not have
a material impact on our financial position or results of operations            

In February  2007,  the FASB issued  SFAS No.  159,  "The Fair Value  Option for
Financial  Assets and  Financial  Liabilities  - Including  an Amendment of FASB
Statement No. 115." This  statement  permits  entities to choose to measure many
financial  instruments  and  certain  other  items  at fair  value.  Most of the
provisions  of SFAS No.  159 apply  only to  entities  that elect the fair value
option.  However,  the  amendment  to  SFAS  No.  115  "Accounting  for  Certain
Investments  in  Debt  and  Equity  Securities"  applies  to all  entities  with
available-for-sale  and trading securities.  SFAS No. 159 is effective as of the
beginning of an entity's  first fiscal year that begins after November 15, 2007.
Early  adoption is permitted as of the beginning of a fiscal year that begins on
or before  November  15,  2007,  provided  the entity  also  elects to apply the
provision  of SFAS No. 157,  "Fair  Value  Measurements."  The  adoption of this
statement is not expected to have a material effect on our financial statements.

In March 2007,  the FASB ratified the Emerging  Issues Task Force ("EITF") Issue
No.  06-11,  Accounting  for Income Tax  Benefits  of  Dividends  on Share Based
Payment Awards ("EITF  06-11").  EITF 06-11 requires  companies to recognize the
income tax benefit  realized  from  dividends or dividend  equivalents  that are
charged   to   retained   earnings   and  paid  to   employees   for   nonvested
equity-classified  employee  share-based  awards as an  increase  to  additional
paid-in  capital.  EITF 06-11 is  effective  for fiscal  years  beginning  after
September  15,  2007.  The  adoption  of EITF  06-11 is not  expected  to have a
material effect on our financial statements.                                    

In  June  2007,  the  FASB  ratified  EITF  Issue  No.  07-03,   Accounting  for
Nonrefundable Advance Payments for Goods and Services Received for Use in Future
Research  and  Development   Activities  ("EITF  07-03").  EITF  07-03  requires
companies to defer nonrefundable  advance payments for goods and services and to
expense  that  advance  payment  as the  goods are  delivered  or  services  are
rendered. If the company does not expect to have the goods delivered or services

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performed,  the advance  should be expensed.  EITF 07-03 is effective for fiscal
years  beginning  after  December  15,  2007.  The adoption of EITF 07-03 is not
expected to have a material effect on our financial statements.                 

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.   SFASNo.   141R  applies   prospectively   to  business
combinations  for which the acquisition date is on or after the beginning of the
first  annual  reporting  period  beginning  on  or  after  December  15,  2008.
Accordingly,  any  business  combinations  we  engage  in will be  recorded  and
disclosed following existing GAAP until January 1, 2009. We expect SFAS No. 141R
will have an impact on accounting for business combinations once adopted but the
effect is dependent upon  acquisitions  at that time. We are still assessing the
impact of this pronouncement.                                                   

In December  2007,  the FASB issued SFAS No. 160,  Noncontrolling  Interests  in
Consolidated Financial  Statements--An Amendment of ARB No. 51, or SFAS No. 160.
SFAS  No.  160  establishes  new  accounting  and  reporting  standards  for the
noncontrolling  interest  in a  subsidiary  and  for  the  deconsolidation  of a
subsidiary.  SFAS No. 160 is effective  for fiscal  years  beginning on or after
December 15, 2008. We believe that SFAS 160 should not have a material impact on
our financial position or results of operations.                                

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

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

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.                    

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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 December  31,  2008,  we had total assets of $2,492  consisting  of cash,  no
operating business or other source of income,  outstanding  liabilities totaling
$172,557 and a stockholder' deficit of $170,065.                                

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 December 31, 2008,  we had a
working  capital  deficit of $170,065  and  reported an  accumulated  deficit of
$606,855.                                                                       

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 former  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  December 31,  2008,  Mr.
Cutler, our sole officer and a director,  has made advances to us of $237,687 by
way of a loan.  These funds are used to support our ongoing  operating costs and
settle certain outstanding  liabilities.  In December 2006, Mr. Cutler converted
$30,000 of his loan into  697,674  shares of common  stock.  In March 2007,  Mr.
Cutler  converted an additional  $30,000 of his loan into an additional  697,674
shares of our common  stock.  At December 31, 2008,  the Company owed Mr. Cutler
$113,486.  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 at December 31, 2008 and 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  December  31,  2008 and 2007  represents
accrued interest on loan notes provided to us by certain of our shareholders.   

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5.  LOANS FROM SHAREHOLDERS                                                     

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

Since his  appointment  on August 31, 2006 and through  December 31,  2008,  Mr.
Cutler, our sole officer and a director,  has made advances to us of $237,687 by
way of a loan.  These funds are used to support our ongoing  operating costs and
settle certain outstanding  liabilities.  In December 2006, Mr. Cutler converted
$30,000 of his loan into  697,674  shares of common  stock.  In March 2007,  Mr.
Cutler  converted an additional  $30,000 of his loan into an additional  697,674
shares of our common  stock.  At December 31, 2008,  the Company owed Mr. Cutler
$113,486.  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
a further  $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 former director,  subscribed for 200,000 shares
of our common  stock at a price of $0.125 per share for total  consideration  of
$25,000.                                                                        

During the year ended December 31, 2007, Mr.  Perlmutter,  our former  director,
was issued 300,000 shares of common,  valued at $37,500,  for his services to us
as a former director.                                                           

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

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

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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
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 a further $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 $0.125
per share for total  consideration  of  $100,000.  Mr.  Perlmutter,  our  former
director,  subscribed  for 200,000 of these  shares for total  consideration  of
$25,000.                                                                        

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In  November  2007,  we issued a further  40,000  shares of our common  stock at
$0.125 per share for total consideration of $5,000 to an accredited investor and
300,000  shares of our common stock,  valued at $0.125 per share or $37,500,  as
remuneration to our former director, Jeffery L. Perlmutter.                     

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.                                                                   

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 years ended December 31,
2008 and 2007.                                                                  

8. COMMITMENTS AND CONTINGENCIES:                                               

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

9. INCOME TAX                                                                   

We have had losses since our Inception  (May 8, 2001) through  December 31, 2008
and therefore  have not been subject to federal or state income  taxes.  We have
accumulated tax losses  available for carry forward of  approximately  $607,000.
The carry forward is subject to examination by the tax  authorities  and expires
at various  dates  through  the year 2028.  The Tax Reform Act of 1986  contains
provisions  that limits the NOL carry  forwards  available  for use in any given
year upon the occurrence of certain  events,  including  significant  changes in
ownership  interest.  Consequently, following  the  issue of 55.1% of our  total
authorized  and issued share  capital in August 2006 to Mr.  Cutler,  one of our
directors,  our ability to use these losses is  substantially  restricted by the
impact of section 382 of the Internal Revenue Code.                             

10. SUBSEQUENT EVENTS                                                           

On March 31, 2009, Mr. Jeffrey Perlmutter resigned as a director.               

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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: March 31, 2009                       By:   /s/ DAVID J. CUTLER            
                                               ---------------------------------
                              David J Cutler
                                          Chief Executive Officer, &
                                       Chief Financial Officer

In accordance  with the  Securities  Exchange Act of 1924,  this report has been
signed  by  the  following  persons  on  behalf  of  the  Registrant  and in the
capacities and on the dates indicated.                                          

           SIGNATURE                    TITLE                       DATE

       /s/ David J. Cutler          Chief Executive Officer,      March 31, 2009
               Chief Financial Officer
                (Principal Financial and
               Accounting Officer) and
Director

53

Dates Referenced Herein   and   Documents Incorporated By Reference

				Referenced-On Page
This 10-K Filing		Date		First		Last			Other Filings
		5/8/01		3		52
		6/20/01		42
		12/31/01		42
		4/1/02		37
		12/31/02		42
		7/1/03		37
		10/21/03		37		52
		10/29/03		37
		12/31/03		42
		2/13/04		37
		2/15/04		50
		7/15/04		36		50
		12/31/04		3		42
		12/31/05		42
		8/31/06		27		50			3
		9/8/06		42
		12/1/06		42
		12/8/06		42
		12/18/06		43
		12/19/06		43
		12/22/06		43
		12/31/06		34		40			3
		1/1/07		24
		2/5/07		43
		3/27/07		23
		3/29/07		43
		9/15/07		29		47
		10/11/07		4		45			10-12G
		11/15/07		29		47
		12/10/07		4		45			8-K
		12/15/07		29		48
		12/31/07		4		52			10KSB, 10KSB/A, NT 10-K
		12/15/08		30		49
For The Period Ended		12/31/08		1		52			NT 10-K
		1/1/09		30		48
		3/27/09		1
		3/28/09		39
		3/31/09		4		53			NT 10-K, 8-K
Filed On / Filed As Of		4/14/09
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