10-Q/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

(Mark One)

Form 10-Q/A

[√] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2011

or

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

For the transition period from __________________ to __________________________

Commission file number: 0-52856

Atomic Paintball, Inc.

(Name of registrant as specified in its charter)

Texas	75-2942917
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

2600 E. Southlake Blvd., Suite 120-366, Southlake, TX	76092
(Address of principal executive offices)	(Zip Code)

(817) 491-8611

(Registrant's telephone number, including area code)

not applicable

(Former name, former address and former fiscal year, if changed since last report)

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 o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

x Yes  o No

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 the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	o	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 o

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.  4,278,549 shares of common stock are issued and outstanding as of August 16, 2011.

EXPLANATORY NOTE

The purpose of this Amendment No. 1 to Atomic Paintball, Inc.'s Quarterly Report on Form 10-Q for the quarter ended June 30, 2011, filed with the Securities and Exchange Commission on August 22, 2011, is solely to furnish Exhibit 101 to the Form 10-Q and make conforming changes to Item 6. Exhibits.  Exhibit 101 provides the financial statements and related notes from the Form 10-Q formatted in XBRL (eXtensible Business Reporting Language). No other substantive changes have been made to the Form 10-Q. This Amendment does not reflect events that may have occurred subsequent to the original filing date.

Item 6.               Exhibits.

No.	Description
31.1	Rule 13a-14(a)/ 15d-14(a) Certification of Chief Executive Officer (incorporated by reference to Exhibit 31.1 of the Quarterly Report on Form 10-Q filed with the Commission on August 22, 2011).
31.2	Rule 13a-14(a)/ 15d-14(a) Certification of principal financial and accounting officer  (incorporated by reference to Exhibit 31.2 of the Quarterly Report on Form 10-Q filed with the Commission on August 22, 2011).
32.1	Section 1350 Certification of Chief Executive Officer and principal financial and accounting officer  (incorporated by reference to Exhibit 32.1 of the Quarterly Report on Form 10-Q filed with the Commission on August 22, 2011).
101	Interactive Data Files *

*           filed herewith

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Atomic Paintball, Inc.
September 13, 2011	By: /s/ Don Mark Dominey
	Don Mark Dominey, Chief Executive Officer

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BALANCE SHEETS PARENTHETICALS (USD $)	Jun. 30, 2011	Dec. 31, 2010
Preferred Stock, no par value	$ 0	$ 0
Preferred Stock, shares authorized	2,000,000	2,000,000
Series A Convertible Preferred Stock, shares authorized	$ 400,000	$ 400,000
Common stock, no par value	$ 0	$ 0
Common stock, shares authorized	10,000,000	10,000,000
Common Stock, shares issued	4,278,549	4,178,549
Common Stock, shares outstanding	4,278,549	4,178,549

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STATEMENTS OF OPERATIONS (USD $)	3 Months Ended		6 Months Ended		111 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2010
General and Administrative	$ 24,755	$ 97,005	$ 59,521	$ 233,956	$ 1,111,914
Depreciation and amortization	0	0	0	0	6,835
Total Operating Expenses	24,755	97,005	59,521	233,956	1,118,749
OPERATING LOSS	(24,755)	(97,005)	(59,521)	(233,956)	(1,118,749)
Interest Expense	(2,342)	(2,342)	(4,659)	(3,420)	(42,420)
Loss before Income Taxes	(27,097)	(99,347)	(64,180)	(237,376)	(1,161,169)
Income tax expense	0	0	0	0	0
NET LOSS	$ (27,097)	$ (9,347)	$ (64,180)	$ (237,376)	$ (1,161,169)
Basic & Diluted	(0.01)	(0.02)	(0.02)	(0.05)
Basic and Diluted	$ 4,278,549	$ 4,178,549	$ 4,259,212	$ 4,511,947

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Document and Entity Information	3 Months Ended
	Jun. 30, 2011	Aug. 16, 2011
Document and Entity Information
Entity Registrant Name	ATOMIC PAINTBALL INC
Document Type	10-Q
Document Period End Date	Jun. 30, 2011
Amendment Flag	false
Entity Central Index Key	0001269022
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		4,278,549
Entity Filer Category	Smaller Reporting Company
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Document Fiscal Year Focus	2011
Document Fiscal Period Focus	Q2

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RELATED PARTY TRANSACTIONS

3 Months Ended

Jun. 30, 2011

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS

NOTE 3.            RELATED PARTY TRANSACTIONS.

On March 29, 2010, the Company entered into a $143,733 Convertible Promissory Note with J.H. Brech LLC, a related party. The Note accrues interest at 6% per annum and is due March 29, 2012.  Under the terms of the Note, J.H. Brech LLC has the right to convert all or part of the principal balance and accrued interest due under the Note into shares of the Company’s common stock at a conversion price of $0.50 per share. At June 30, 2011 and December 31, 2010 accrued interest amounted to $10,821 and $6,545, and is included with the balance due to related party.

Two of our Directors each waived the director fees due them for the quarter ended June 30, 2011 and the Company recorded that amount as a capital contribution of $1,000 in services.

In February 2011 the Company issued a total of 100,000 shares of common stock valued at $40,000.  The fair value was determined based on the quoted market price on the date of grant, February 2010.  $33,000 of the associated expense was recognized in 2010, and the remaining $7,000 has been recognized in the quarter ended March 31, 2011.  Because the Company’s common stock does not have a par value, the Company also reclassified the $33,000 recognized in 2010 from additional paid-in-capital upon actual issuance of the stock in 2011, so that the result of the issuance is an increase in common stock of $40,000.

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NATURE OF OPERATIONS, BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES.

3 Months Ended

Jun. 30, 2011

NATURE OF OPERATIONS, BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES.

NATURE OF OPERATIONS, BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES.

NOTE 1.            NATURE OF OPERATIONS, BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES.

NATURE OF OPERATIONS

Atomic Paintball, Inc. (the “Company”) is a development stage corporation incorporated on May 8, 2001 in the State of Texas which plans to own and operate  paintball facilities and to provide services and products in connection with paintball sport activities at its to be established facilities and through a website.  The Company has established a website at www.atomicpaintballparks.com.

During the six months ended June 30, 2011 and 2010, we focused on completing those actions necessary to the implement our business plan.

BASIS OF PRESENTATION

Interim Accounting

The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and six month period ended June 30, 2011, are not necessarily indicative of the results that may be expected for the year ended December 31, 2011.

The Company's 10-K for the year ended December 31, 2010, filed on April 14, 2011, should be read in conjunction with this report.

Reclassifications

Certain amounts in the prior period financial statements have been reclassified to conform to the current period presentation.  The prior period presentation of discontinued operations has been reclassified based on the dismissal of the Chapter 7 proceeding in January, 2010.

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COMMITMENTS AND CONTINGENCIES

3 Months Ended

Jun. 30, 2011

COMMITMENTS AND CONTINGENCIES {1}

COMMITMENTS AND CONTINGENCIES

NOTE 4.            COMMITMENTS AND CONTINGENCIES.

At management’s option, the Company has the right to convert $94,362 of legal invoices included in accounts payable to common stock at the price of $.50 per share. As of June 30, 2011 management has not exercised the right.

Management is not aware of any pending or threatened litigation involving the Company.

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SUBSEQUENT EVENTS

3 Months Ended

Jun. 30, 2011

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

NOTE 5.            SUBSEQUENT EVENTS.

On July 13, 2011 Atomic Paintball, Inc. entered into a revolving line of credit with J.H. Brech LLC, a related party, to provide access to funding for its operations.  J.H. Brech LLC has been providing us with working capital advances and at June 30, 2011 we owed it approximately $67,000.  The purpose of the revolving credit line was to grant us access to additional funds and to memorialize the amounts we currently owe J.H. Brech LLC.  Under the terms of the 8% revolving credit note, we have access of up to $500,000, which includes the amount we presently owe J.H. Brech LLC.  Interest is payable at 8% per annum on the outstanding principal amount due under the revolving line of credit and is payable semi-annually on June 30 and December 31 of each year commencing June 30, 2011.  The principal and any accrued but unpaid is due on July 13, 2014.  At our sole discretion, we can pay the interest in shares of our common stock valued as follows:

•           if our common stock is not listed for trading on an exchange or quoted for trading on the OTC Bulletin Board or the Pink Sheets, interest shares are valued at the greater of $0.50 per share or the fair market value as determined in good faith by us based upon the most recent arms-length transaction, or

•           if our common stock is listed for trading on an exchange or quoted for trading on the OTC Bulletin Board or the OTC Markets Group (formerly, the Pink Sheets), interest shares will be valued at the greater of (A) the closing price of our common stock on the trading day immediately preceding the date the interest payment is due and payable, or (B) the average closing price of the common stock for the five trading days immediately preceding the date the interest payment is due and payable.

We may prepay the note at any time without penalty.  Upon an event of default, J.H. Brech LLC has the right to accelerate the note.  Events of default include:

• our failure to pay the interest and principal when due,

• a default by us under the terms of the note,

• appointment of a receiver, filing of a bankruptcy provision, a judgment or levy against our company exceeding $50,000 or a default under any other indebtedness exceeding $50,000,

• a liquidation of our company or a sale of all or substantially all of our assets, or

• a change of control of our company as defined in the note.

We expect to use any additional proceeds we draw under the revolving line of credit for general working capital.

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STATEMENTS OF CASH FLOWS (USD $)	6 Months Ended		111 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2010
NET LOSS	$ (64,180)	$ (237,376)	$ (1,161,169)
Depreciation	0	0	6,835
Loss on Disposal of Fixed Assets	0	0	3,464
Issuance of Common Stock For Services	7,000	90,000	311,944
Capital contribution of services	1,000	2,000	5,000
Gain on Settlement of Liabilities	0	0	(13,600)
Decrease in prepaid expenses	6,699	(1,250)	0
Increase (Decrease) in accounts payable	27,970	129,147	334,459
Increase in accrued expenses	382	(13,578)	22,125
Total Cash Flow Used In Operating Activities	(21,129)	(31,057)	(490,942)
Purchase of Fixed Assets	0	0	(10,299)
Total Cash Flow Used In Investing Activities	0	0	(10,299)
Advances Under Loans From Shareholders	21,224	31,157	320,421
Net Proceeds from Issuance of Common Stock	0	0	106,000
Net Proceeds from Issuance of Preferred Stock	0	0	75,000
Total Cash Flow Provided By Financing Activities	21,224	31,157	501,421
NET (DECREASE) INCREASE IN CASH & CASH EQUIVALENTS	95	100	180
Cash and Cash Equivalents at the beginning of the period	85	0	0
Cash and Cash Equivalents at the end of the period	180	180	180
Cash paid for interest	0	0	207
Cash paid for income tax	0	0	0
Conversion of accounts payable to long term debt	0	143,733	143,733
Forgivesness of amounts owed to related party	$ 0	$ 199,218	$ 199,218
Conversion of preferred stock to common stock	0	0	75,000

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RESTATEMENT TO PRIOR FINANCIAL STATEMENTS

3 Months Ended

Jun. 30, 2011

RESTATEMENT TO PRIOR FINANCIAL STATEMENTS

RESTATEMENT TO PRIOR FINANCIAL STATEMENTS

NOTE 2.            RESTATEMENT TO PRIOR FINANCIAL STATEMENTS.

On November 10, 2010, the Company determined that the previously issued financial statements for the three months ended March 31, 2010, and June 30, 2010 contained in the Company’s Quarterly Reports on Form 10-Q, should be revised. The restatements to these financial statements reflect the appropriate recognition of amounts forgiven from a related party as a capital contribution.

	Previously Reported as of March 31, 2010			Effect of Restatement			Restated as of March 31, 2010
Changes to Balance Sheet
Additional paid in capital	$	-		$	199,218		$	199,218
Accumulated deficit	$	(727,192	)	$	(199,218	)	$	(926,410	)
Changes to Statement of Income
Gain on forgiveness of debt	$	199,218		$	(199,218	)	$	-
Net income/(loss)	$	61,221		$	(199,218	)	$	(138,007	)
Changes to Statement of Cash Flows
Net loss	$	61,221		$	(199,218	)	$	(138,007	)
Gain on Settlement of Liabilities	$	199,218		$	-		$	-

	Previously Reported as of June 30, 2010			Effect of Restatement			Restated as of June 30, 2010
Changes to Balance Sheet
Additional paid in capital	$	-		$	199,218		$	199,218
Accumulated deficit	$	(826,570	)	$	(199,218	)	$	(1,025,788	)
Changes to Statement of Income
Gain on forgiveness of debt	$	199,218		$	(199,218	)	$	-
Net income/(loss)	$	(38,158	)	$	(199,218	)	$	(237,376	)
Changes to Statement of Cash Flows
Net loss	$	(38,158	)	$	(199,218	)	$	(237,376	)
Gain on Settlement of Liabilities	$	199,218		$	-		$	-

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BALANCE SHEETS (USD $)	Jun. 30, 2011	Dec. 31, 2010
Cash & cash equivalents	$ 180	$ 85
Prepaid expenses	0	6,699
TOTAL ASSETS	180	6,784
Accounts Payable	162,126	134,156
Due to related party	66,668	45,444
Accrued Interest	5,968	5,586
Note payable - related party	11,846	11,846
Convertible note payable - related party	143,733	0
Total Current Liabilities	390,341	197,032
Convertible note payable related party	0	143,733
Total Liabilities	390,341	340,765
COMMITMENTS AND CONTINGENCIES	0	0
Preferred Stock, no par value: 2,000,000 shares authorized	0	0
Series A Convertible Preferred Stock, no par value; 400,000 shares authorized no shares issued and outstanding as at June 30, 2011 and December 31, 2010	0	0
Common Stock, no par value: 10,000,000 shares authorized, 4,278,549 and 4,178,549 shares issued and outstanding as at June 30, 2011 and December 31, 2010, respectively	566,790	526,790
Additional paid in capital	204,218	236,218
Deficit accumulated during the development stage	(1,161,169)	(1,096,989)
Total Stockholders' Deficit	(390,161)	(333,981)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$ 180	$ 6,784