SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): ~~October~~November 3120, 2014

Atomic Paintball, Inc.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

Texas		0-52856		75-2942917
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)		(COMMISSION FILE NO.)		(IRS EMPLOYEE IDENTIFICATION NO.)

2600 E. Southlake Blvd., Suite 120-366, Southlake, TX 76092

(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

817-491-8611

(ISSUER TELEPHONE NUMBER)

Copies to:

Hunter Taubman Weiss LLP

130 w. 42nd Street, Suite 1050

New York, NY 10036

Tel: 212-732-7184

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

AsOn ~~disclosed~~November in20, 2014, we entered into an Asset Purchase Agreement (the ~~Current~~"Agreement") ~~Report~~with onJames ~~Form~~D. ~~8-K~~Sallah, ~~that~~Esq. weas ~~filed~~Receiver on("Sallah" ~~September~~or 24"Receiver"). Sallah is the duly appointed receiver in Securities and Exchange Commission v. JCS Enterprises Inc., ~~2014~~d/b/a JCS Enterprises Services Inc., weet ~~entered~~al. ~~into~~in athe ~~letter~~United ~~agreement~~States District Court for the Southern District of Florida (the ~~“Letter”~~"Court"). Solely ~~with~~in ~~Carey~~his ~~Kriz~~capacity as receiver for JCS Enterprises Inc. d/b/a JCS Enterprises Services Inc., T.B.T.I., Inc. and My Gee Bo, Inc. (which are collectively referred to herein as the “~~Kriz~~Receivership Entities” or “Receivership Estate”), ~~pursuant~~we submitted a bid to ~~which~~purchase from the ~~parties~~Receiver ~~expressed~~certain ~~the~~Assets ~~intent~~(as todefined ~~enter~~below) ~~into~~of the Receivership Estate for a ~~definitive~~purchase ~~agreement~~price ~~regarding~~of $1,536,971.75 (the ~~Company’s~~"Purchase ~~acquisition~~Price"), $25,000 of ~~certain~~which we have already remitted and $75,000 of ~~Kriz's~~which ~~intellectual~~we ~~property~~shall atdeposit ~~the~~as ~~consideration~~additional ofEarnest ~~200~~Money,~~000~~ ~~shares~~which ofshall be returned to us if the ~~Company’s~~sale ~~preferred~~is ~~stock.~~not ~~Pursuant~~consummated tofor reasons other than our default under the terms of the Agreement, ~~Kriz~~(the ~~also~~entire ~~agreed~~transaction tobeing ~~grant~~referred to as the ~~Company~~"Sale"). To athe ~~license~~extent the Receiver is unable to ~~use~~deliver ~~certain~~items of ~~Kriz’s~~tangible ~~intellectual~~personal property ~~until~~that ~~December~~total 31more than $37,500, ~~2014~~the onPurchase Price shall be reduced accordingly. The Sale is subject to Court approval, and the Receiver has determined that the Sale shall be accomplished via an ~~exclusive~~auction ~~basis~~procedure, which is subject to overbid and therefore we may not be the final purchaser of the Assets. On November 24, 2014, the Receiver started the process of obtaining Court approval by filing a Motion to approve the sale procedures and approve the sale.

WeThe ~~are~~Assets ~~filing~~consist ~~this~~of ~~Report~~intellectual toproperty, ~~disclose~~assumed ~~that~~contracts, weequipment ~~have~~and ~~executed~~inventory of the ~~contemplated~~Receivership ~~definitive~~Entities ~~Asset~~to ~~Purchase~~the ~~Agreement~~extent onof ~~October~~the 31Receiver's right, ~~2014. Following~~title ~~further~~and ~~negotiations~~interest ~~after~~in ~~entering~~such ~~into the Letter~~property, wewhich ~~agreed~~property tois ~~issue~~described ~~Kriz~~on ~~250,000~~Exhibit ~~shares~~A ~~of our~~ to bethe ~~created Series B Convertible Preferred Stock~~ Agreement (collectively, the "~~Stock Consideration~~Assets"). To inthe ~~exchange~~extent ~~for~~the ~~Kriz's~~Receivership ~~various~~Estate ~~source code~~acquires, ~~software~~after ~~programs~~November ~~and applications~~20, ~~compilations of code~~2014, ~~software~~interests ~~routines,~~in ~~subroutines~~tangible ~~and~~or ~~the~~intangible ~~like, patent applications, copyrights, trade secrets, know-how and other intellectual~~ property which ~~forms~~pertain astrictly ~~proprietary information system designed~~ to ~~perform~~(a) ~~functions~~the ~~including~~Assets ~~but~~and/or ~~not~~the ~~limited~~business tooperations ~~increasing~~of ~~the~~JCS ~~ability~~Enterprises ofInc. ~~retailers~~ and ~~manufacturers~~My toGee ~~connect~~Bo, ~~with~~Inc., ~~their end customers~~ and to(b) ~~decrease~~Assets ~~the~~listed ~~costs~~on ofExhibit ~~sales/customers~~A ~~access~~to (the ~~“PIS”),~~Agreement which, ~~after~~are wenot ~~acquire~~currently ~~related~~assets ~~intellectual property from other parties,~~ of ~~which~~the ~~there~~Receivership ~~can be no guarantee~~Estate, wethe Receiver will ~~develop~~deliver ~~and~~that ~~market. Pursuant~~property to ~~the Agreement, Kriz also assigned~~ us ~~all of the related trademarks~~. WeIn ~~are~~connection ~~required~~with ~~to issue~~ the ~~Stock~~purchase ~~Consideration~~of ~~within~~the ~~ten~~Assets, ~~business~~we ~~days~~are ofassuming ~~Closing. The~~certain ~~transaction~~liabilities, ~~shall~~listed ~~close~~on ~~Close~~Exhibit ~~when~~B ~~the~~to ~~assignments of~~ the ~~intellectual~~Agreement, ~~property~~under ~~are~~various ~~executed~~contracts and ~~delivered~~agreements ~~and~~contained ~~the~~on ~~Stock~~Exhibit ~~Consideration is delivered~~A.

The ~~Series~~companies Bcomprising ~~Convertible~~the ~~Preferred~~Receivership ~~Stock~~Entities ~~shall~~were involved in various capacities with, among other things, deploying virtual concierge machines (i“VCMS”) ~~pay~~at ahotels, ~~quarterly~~airports, ~~dividend~~stadiums ofand $0other locations.~~125,~~ VCMS ~~payable~~were ~~thirty~~free-standing ~~days~~or ~~after~~wall-mounted ~~the~~machines, ~~end~~similar ofto ~~each~~automated ~~fiscal~~teller ~~quarter~~machines, ~~(ii)~~which ~~convert~~allowed atusers ato 10purchase ~~for~~products 1and ~~ratio~~view advertisements; advertising revenue was thereby generated. In addition, ~~into~~one ~~shares~~or more of ~~the~~such ~~Company's~~companies ~~common~~obtained ~~stock,~~rights ~~(iii)~~to ~~vote~~use ona anmobile ~~converted~~device ~~basis~~platform ~~with~~marketed ~~the~~to ~~Common~~purchase ~~Stock,~~products and ~~(iv)~~services ~~following~~from ~~the~~a ~~six~~wireless ~~(6)~~device ~~month~~such ~~anniversary~~a ofsmart phone. A downloaded computer application was programmed to act as a secure online vault that maintained a customer’s credit card account information so that the ~~Closing,~~customer ~~has~~could make a ~~10%~~purchase ~~per~~without ~~holder,~~using ~~per~~a ~~quarter~~physical ~~conversion~~credit ~~cap~~card or entering credit card information. These ~~and~~assets ~~other~~will ~~final~~allow ~~terms~~us, ~~and~~upon ~~conditions~~completion of the ~~Series~~Sale, Bto ~~Convertible~~deploy ~~Preferred~~VCMS ~~Stock~~into ~~shall~~the bemarket ~~set~~immediately. In ~~forth~~addition, inthere aare ~~Certificate~~several ofprior ~~Designation,~~customer ~~which~~relationships that we believe will seek to reengage the Company to ~~will~~provide ~~file~~services ~~with~~if we are successful in our bid. A significant portion of the ~~Texas~~operational ~~Secretary~~software was created by or under the supervision of ~~State~~Carey ~~within~~Kriz, an individual unrelated to any of the ~~next~~companies ~~5-10~~comprising ~~business~~the ~~days~~Receivership ~~and~~Entities ~~which~~or ~~shall~~their beprincipals. By ~~effective~~separate ~~upon~~asset ~~filing;~~purchase ~~once~~agreement ~~filed~~dated October 31, 2014, we ~~shall~~are ~~file~~acquiring ~~the~~Mr. ~~final~~Kriz’s ~~Certificate~~interests in all of ~~Designation~~his asintellectual anproperty, ~~exhibit~~which inintellectual anproperty ~~amendment~~forms a proprietary information system designed to ~~this~~perform ~~Report~~various functions including but not limited to increasing the ability of retailers and manufacturers to connect with their end customers and to decrease the costs of sales/customers access.

The ~~Agreement~~closing ~~may~~of bethe ~~terminated~~sale byof ~~mutual~~Assets ~~written~~is ~~consent~~subject to various closing conditions, the most significant of ~~both~~which ~~parties~~are: or(a) bythe ~~either~~receipt ~~party~~of a Sale Procedures Order from the Court, which Order must approve, among other things, the overbid and auction procedures as well as set a date and time for the auction and a hearing to approve the sale to the successful bidder at the auction, (b) if there are other bidders, our successful overbid for the ~~Closing~~Assets, ~~does~~(c) ~~not~~financing ~~occur~~for bythe ~~November~~Company 15and (d) Court approval of the sale, ~~2014~~to all of which there can be no guarantee. ~~Either~~Due ~~party~~to these hurdles, we may ~~also~~not ~~terminate~~be able to purchase the ~~agreement~~Assets ifand ~~any~~therefore, ~~event~~the ~~occurs~~Sale ~~that~~under ~~makes~~the Agreement may not occur. Based on discussions with the Receiver and his counsel, we anticipate the auction and closing to take place in the first quarter of 2015; however, depending on the Court’s schedule and other timing issues, it ~~impossible~~is ~~for~~possible ~~such~~that ~~party~~the closing may not occur until the second quarter of fiscal 2015. We will file another Current Report on Form 8-K to ~~complete~~disclose ~~its~~the results of the auction and the final closing ~~conditions~~date.

If someone else acquires the Assets due to his/her/its overbid, the Receiver shall (subject to Court approval in the Sale Procedures Order) pay us a break-up fee equal to $30,000, plus all reasonable and documented out-of-pocket costs, including attorney's fees incurred in connection with the proposed acquisition of the Assets and the Agreement; provided however, that such total may not exceed 3% of the approved bid.

If we succeed as the purchaser of the Assets, we will take them "as is," which means they may be defective or in need of repair, which may be costly and time consuming. We are however, as permitted by the Agreement, taking this time to inspect the Assets and make copies of all documents we deem necessary for our anticipated use of the Assets.

The Agreement requires the Closing to take place no later than February 28, 2015; however, we may waive this condition if necessary and hold the Closing later. The Agreement may be terminated by mutual written consent. Additionally, we may terminate the agreement by giving the Receiver notice prior to Closing if we are unable to carry out any of our obligations under the Agreement or if the Court has not approved the auction procedures to our satisfaction and the break-up fee by December 31, 2014; however, we may waive this condition if necessary. The Receiver may terminate the Agreement by giving us written notice prior to Closing if his ability to satisfy any of his closing conditions becomes impossible. All rights and obligations shall terminate upon termination of the Agreement, and we shall not be entitled to any indemnification based on a breach of representation or warranty, unless such breach was due to actual fraud of the Receiver.

The foregoing description of the terms of the Agreement is qualified in its entirety by reference to the provisions of the Agreement which is filed as Exhibit 10.1 to this Current Report and is incorporated by reference herein.

Item 3.02. Unregistered Sales of Equity Securities

To the extent required by Item 3.02 of Form 8-K, the information set forth in Item 1.01 of this Report is incorporated by reference herein.

The Stock Consideration was issued pursuant to Rule 506(b) or Section 4(a)(2) of the Securities Act of 1933, as amended, for sales by an issuer not involving a public offering.

The information contained in this Current Report on Form 8-K is not an offer to sell or the solicitation of an offer to buy the Company's common stock or any other securities of the company, but merely included to disclose the terms of the transaction mentioned herein.

Item 7.01. Regulation FD Disclosure

On October 31, 2014, we published a press release to announce our entry into the Asset Purchase Agreement. A copy of press release is attached hereto as Exhibit 99.1 and is incorporated herein.

Item 9.01. Financial Statements and Exhibits

The following is a complete list of exhibits filed as part of this Report. Exhibit numbers correspond to the numbers in the exhibit table of Item 601 of Regulation S-K.

Exhibit No.		Description
10.1		Asset Purchase Agreement
99.1		Press Release

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 hereunto duly authorized.

	Atomic Paintball, Inc.
Date: November 3, 2014	By:	/s/ Darren Dunckel
Date: November 26, 2014	By:	/s/ Darren Dunckel
		Darren Dunckel
		Chief Executive Officer

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