UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

(Mark One)

Form 10-Q

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

For the quarterly period ended ~~March~~June 3130, 2015

[ ]	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.)

556 SILICON DR, SUITE 103, Southlake, TX	76092
(Address of principal executive offices)	(Zip Code)

(817) 416-6846

(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 ☒ No ☐

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).

Yes ☒ ☐ 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	☐	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)

Yes ☒ No ☐

As of ~~May~~August 1317, 2015, the Registrant has 6,~~621~~890,~~900~~773 shares of common stock issued and outstanding.

TABLE OF CONTENTS

		Page No.
PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements.	32
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations.	12
Item 4.	Controls and Procedures.	1516
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings.	1517
Item 1A.	Risk Factors.	1517
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	1618
Item 3.	Defaults Upon Senior Securities.	1618
Item 5.	Other Information.	1618
Item 6.	Exhibits.	1618

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

This report contains forward-looking statements. These forward-looking statements are subject to known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These forward-looking statements include, among others, the following:

●	our ability to develop or acquire operations and exit shell status;
●	our ability to raise sufficient working capital necessary to continue to implement our business plan and satisfy our obligations as they become due;
●	our ability to continue as a going concern;
●	our ability to develop revenue producing operations;
●	our ability to establish our brand and effectively compete in our target market; and
●	risks associated with the external factors that impact our operations, including economic and leisure trends.

Forward-looking statements are typically identified by use of terms such as “may”, “could”, “should”, “expect”, “plan”, “project”, “intend”, “anticipate”, “believe”, “estimate”, “predict”, “potential”, “pursue”, “target” or “continue”, the negative of such terms or other comparable terminology, although some forward-looking statements may be expressed differently. The forward-looking statements contained in this report are largely based on our expectations, which reflect estimates and assumptions made by our management. These estimates and assumptions reflect our best judgment based on currently known market conditions and other factors. Although we believe such estimates and assumptions to be reasonable, they are inherently uncertain and involve a number of risks and uncertainties that are beyond our control. In addition, management’s assumptions about future events may prove to be inaccurate. Management cautions all readers that the forward-looking statements contained in this report are not guarantees of future performance, and we cannot assure any reader that such statements will be realized or the forward-looking events and circumstances will occur. Actual results may differ materially from those anticipated or implied in the forward-looking statements. You should consider the areas of risk described in connection with any forward-looking statements that may be made herein. You should also consider carefully the statements under Item 1A. Risk Factors appearing in our Annual Report on Form 10-K for the year ended December 31, 2014 which address additional factors that could cause our actual results to differ from those set forth in the forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements and readers should carefully review this report in its entirety, including the risks described in Item 1A. Risk Factors of our Annual Report on Form 10-K for the year ended December 31, 2014. Except for our ongoing obligations to disclose material information under the Federal securities laws, we undertake no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events. These forward-looking statements speak only as of the date of this report, and you should not rely on these statements without also considering the risks and uncertainties associated with these statements and our business.

OTHER PERTINENT INFORMATION

Unless specifically set forth to the contrary, when used in this report the terms “Atomic Paintball,” "we"", "our", the "Company" and similar terms refer to Atomic Paintball, Inc., a Texas corporation. In addition, when used herein and unless specifically set forth to the contrary, “~~First~~Second Quarter 2015” refers to the ~~three~~six months ended ~~March~~June 3130, 2015, “~~First~~Second Quarter 2014” refers to the ~~three~~six months ended ~~March~~June 3130, 2014, and “2014” refers to the year ended December 31, 2014.

ATOMIC PAINTBALL, INC.

BALANCE SHEETS

(~~unaudited~~Unaudited)

	March 31,			DECEMBER 31,
	June 30,			December 31,
	2015			2014
Current Assets
Cash & cash equivalents	$	~~1,893~~274		$	140
Prepaid expenses		46,667			21,667
Total Current Assets		4846,~~560~~941			21,807
Long Term Assets
Software and related intangible assets		865,000			865,000
Other assets		3025,~~694~~277			36,111
Total Long-term Assets		~~895~~890,~~694~~277			901,111
TOTAL ASSETS	$	~~944~~937,~~254~~218		$	922,918
Current Liabilities
Accounts payable and accrued expenses	$	~~154~~320,~~147~~263		$	232,208
Accrued payroll		123,701			104,475
Accounts payable- related party		8,100			-
Accrued interest		97,876			83,788
Accrued payroll		138,701			104,475
Accrued interest		69,073			83,788
Note payable - related party		11,846			11,846
Convertible note payable - related party		143,733			143,733
Line of credit - related party		~~485~~460,~~925~~114			300,806
Total Liabilities		1,~~017~~151,~~228~~830			876,856
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY (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 at March 31, 2015 and December 31, 2014		-			-
Series A Convertible Preferred Stock, no par value; 400,000 shares authorized no shares issued and outstanding at June 30, 2015 and December 31, 2014		-			-
Series B Cummulative Convertible Preferred Stock, $0.001 par value; 1,000,000 shares authorized; 250,000 outstanding at March 31, 2015 and December 31, 2014; liquidation preference $250, plus unpaid dividends		250			250
Series B Cumulative Convertible Preferred Stock, $0.001 par value; 1,000,000 shares authorized; 250,000 outstanding at June 30, 2015 and December 31, 2014; liquidation preference $250, plus unpaid dividends		250			250
Common Stock, no par value: 10,000,000 shares authorized, 6,031,900 and 5,238,549 shares issued and outstanding at March 31, 2015 and December 31, 2014, respectively		1,778,500			1,141,490
Common Stock, no par value: 10,000,000 shares authorized, 6,890,773 and 5,238,549 shares issued and outstanding at June 30, 2015 and December 31, 2014, respectively		2,138,868			1,141,490
Additional paid in capital		1,~~179~~122,~~968~~168			1,462,168
Accumlated deficit		(3,031,692	)		(2,557,846	)
Accumulated deficit		(3,475,898	)		(2,557,846	)
Total Stockholders' Equity (Deficit)		(72214,~~974~~612	)		46,062
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$	~~944~~937,~~254~~218		$	922,918

See accompanying Notes to Financial Statements.

ATOMIC PAINTBALL, INC.

STATEMENTS OF OPERATIONS

(UNAUDITED)

	For the Three Months Ended						For the Six Months Ended
	March 31,
	June 30,						June 30,
	2015			2014			2015			2014
OPERATING EXPENSES
General and Administrative	$	434,566		$	10,184
Salaries and wages	$	-		$	-		$	69,589		$	-
Depreciation and amortization		-			-
Office expenses		1,314			-			10,579			-
Total Operating Expenses		434,566			10,184
Professional fees		197,579			39,494			296,309			49,494
OPERATING LOSS		(434,566	)		(10,184	)
Officers and directors		65,600			-			196,168			-
OTHER INCOME (EXPENSE)
Travel and entertainment		3,867			-			11,719			-
Interest Expense		(14,089	)		(4,781	)
Investor relations		123,081			80			237,341			230
Loss on settlement of liabilities		(25,191	)		-
Investor relations- related party		32,919			-			32,919			-
Total other expense		(39,280	)		(4,781	)
Other general and administrative		4,039			53			8,341			87
Loss before Income Taxes		(473,846	)		(14,965	)
Total Operating Expenses		428,399			39,627			862,965			49,811
Income tax expense		-			-
OPERATING LOSS		(428,399	)		(39,627	)		(862,965	)		(49,811	)
NET LOSS		(473,846	)		(14,965	)
OTHER (EXPENSE)
Preferred Dividends		31,250			-
Interest Expense- related parties		(15,807	)		(5,544	)		(29,896	)		(10,325	)
NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS	$	(505,096	)	$	(14,965	)
Loss on settlement of liabilities		-			-			(25,191	)		-
NET LOSS PER COMMON SHARE
Total other expense		(15,807	)		(5,544	)		(55,087	)		(10,325	)
Basic & Diluted	$	(0.09	)	$	(0.00	)
Loss before Income Taxes		(444,206	)		(45,171	)		(918,052	)		(60,136	)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
Income tax expense		-			-			-			-
Basic & Diluted		5,352,662			4,418,549
NET LOSS		(444,206	)		(45,171	)		(918,052	)		(60,136	)
Preferred Dividends		(31,250	)		-			(62,500	)		-
NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS	$	(475,456	)	$	(45,171	)	$	(980,552	)	$	(60,136	)
NET LOSS PER COMMON SHARE
Basic & Diluted	$	(0.07	)	$	(0.01	)	$	(0.16	)	$	(0.01	)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
Basic & Diluted		6,570,538			4,418,549			5,976,567			4,418,549

See accompanying Notes to Financial Statements.

ATOMIC PAINTBALL, INC.

STATEMENTS OF CASH FLOWS

(UNAUDITED)

	For the Three Months Ended
	For the Six months Ended
	March 31,
	June 30,
	2015			2014
CASH FLOW FROM OPERATING ACTIVITIES
NET LOSS	$	(~~473~~918,~~846~~052	)	$	(1460,~~965~~136	)
ADJUSTMENTS TO RECONCILE NET LOSS TO NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
ADJUSTMENTS TO RECONCILE NET LOSS TO NET CASH USED IN OPERATING ACTIVITIES
Common stock issued for services rendered		~~209~~371,~~810~~128			-
Amortization of other assets		5,417			-
Amortization expense		10,834			-
Loss on settlement of liabilities		25,191			-
CHANGES IN OPERATING ASSETS & LIABILITIES
Decrease in prepaid expenses		-			-
Increase in accounts payable and accrued expenses		16,748			10,149
Increase in accrued payroll and interest		33,314			4,781
Increase in prepaid expenses		(25,000	)		-
Total Cash Flow Used In Operating Activities		(208,366	)		(35	)
Increase in accounts payable and accrued expenses		182,864			(4,225	)
CASH FLOW FROM INVESTING ACTIVITIES
Increase in accrued payroll and interest		64,121			10,324
Total Cash Flow Used In Investing Activities		-			-
Increase in accounts payable – related party		8,100			-
Total Cash Flow Used In Operating Activities		(280,814	)		(54,037	)
CASH FLOW FROM FINANCING ACTIVITIES
Advances Under Line of Credit - Related Party		~~185~~255,~~119~~948			-53,950
Net Proceeds from Issuance of Common Stock		25,000			-
Total Cash Flow Provided By Financing Activities		~~210~~280,~~119~~948			-53,950
NET (DECREASE) INCREASE IN CASH & CASH EQUIVALENTS		~~1,753~~134			(3587	)
Cash and Cash Equivalents at the beginning of the period		140			200
Cash and Cash Equivalents at the end of the period	$	~~1,893~~274		$	~~165~~113
SUPPLEMENTAL SCHEDULE OF CASH FLOW INFORMATION
Cash paid for interest	$	-		$	-
Cash paid for income tax	$	-		$	-
Common stock issued in settlement of liabilities	$	120,000		$	-
Common stock issued for conversion of line of credit and accrued interest	$	141,250		$	-

See accompanying Notes to Financial Statements.

ATOMIC PAINTBALL, INC.

NOTES TO THE FINANCIAL STATEMENTS

~~March~~June 3130, 2015

(Unaudited)

NOTE 1.

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

NATURE OF OPERATIONS

Atomic Paintball, Inc. (the “Company”) was incorporated on May 8, 2001 in the State of Texas. Previously, the Company planned to own and operate paintball facilities and to provide services and products in connection with paintball sport activities at its yet to be established facilities and through a website.

On July 29, 2014, our Board of Directors approved the Company’s pursuing of a change in the Company’s business to a Digital Out Of Home (DOOH) media company; the Board is also considering changing the company's name to one that better reflects its new business.

During the ~~three~~six months ended ~~March~~June 3130, 2015 and 2014, we focused on completing those actions necessary to 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~~six month period ended ~~March~~June 3130, 2015, are not necessarily indicative of the results that may be expected for the year ended December 31, 2015.

The Company's 10-K for the year ended December 31, 2014, filed on April 30, 2015, 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.

SIGNIFICANT ACCOUNTING POLICIES

Accounting Basis

These financial statements are prepared on the accrual basis of accounting in conformity with accounting principles generally accepted in the United States of America.

Cash and Cash Equivalents

For the purpose of the financial statements cash equivalents include all highly liquid investments with an original maturity of three months or less.

Fair Value of Financial Instruments

The accounting guidance establishes a fair value hierarchy based on whether the market participant assumptions used in determining fair value are obtained from independent sources (observable inputs) or reflect the Company's own assumptions of market participant valuation (unobservable inputs). A financial instrument's categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The accounting guidance establishes three levels of inputs that may be used to measure fair value:

•	Level 1—Quoted prices in active markets that are unadjusted and accessible at the measurement date for identical, unrestricted assets or liabilities;
•	Level 2—Quoted prices for identical assets and liabilities in markets that are inactive; quoted prices for similar assets and liabilities in active markets or financial instruments for which significant inputs are observable, either directly or indirectly; or
•	Level 3—Prices or valuations that require inputs that are both unobservable and significant to the fair value measurement.

The Company considers an active market to be one in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis, and views an inactive market as one in which there are few transactions for the asset or liability, the prices are not current, or price quotations vary substantially either over time or among market makers. Where appropriate the Company's or the counterparty's non-performance risk is considered in determining the fair values of liabilities and assets, respectively.

Stock Compensation

The Company follows FASB Accounting Standards Codification ASC 718 Stock Compensation for share based payments to employees. The Company follows FASB Accounting Standards Codification 505 for share based payments to Non-Employees.

Earnings (Loss) per Share

The basic earnings (loss) per share are calculated by dividing the Company's net income available to common shareholders by the weighted average number of common shares outstanding during the year. The diluted earnings (loss) per share are calculated by dividing the Company's net income (loss) available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted as of the first of the year for any potentially dilutive debt or equity. There are no diluted shares outstanding.

Dividends

Common Stock

The Company has not adopted any policy regarding payment of dividends on its common stock. No common stock dividends have been paid during the periods shown.

Preferred stock

The Series B Convertible Preferred Stock issuable pursuant to the transaction that closed on November 10, 2014 has a cumulative quarterly dividend of $0.125 per share, payable thirty days after the end of each fiscal quarter. The dividend is prorated for the portion of the quarter that the shares are outstanding. The Company sought to file the certificate of designation of the Series B Convertible Preferred Stock (“Series B Certificate of Designation”) with Texas’ Secretary of State in November 2014; however, the Company was recently informed by Texas’ Secretary of State that the filing in November 2014 was rejected. The Company recently re-submitted the filing of the Series B Certificate of Designation and it became effective on April 30, 2015. Notwithstanding the aforementioned event, and given the unfortunate rejection of the initial filing, the Company agreed to accumulate dividends for the Series B Convertible Preferred Stock as of the closing date of the Kriz transaction. The cumulative dividends for the Series B Convertible Preferred Stock were $4879,~~573~~823 as of ~~March~~June 3130, 2015 and $17,323 as of December 31, 2014. The dividends have not been declared or paid.

Income Taxes

The Company provides for income taxes in accordance with ASC 740 – Income Taxes. ASC 740 requires the use of an asset and liability approach in accounting for income taxes.

ASC 740 requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. No provision for income taxes is included in the statement due to its immaterial amount, net of the allowance account, based on the likelihood of the Company to utilize the loss carry-forward.

Advertising

The Company expenses advertising as incurred. The advertising since inception has been $0.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Revenue and Cost Recognition

The Company has no current source of revenue; therefore the Company has not yet adopted any policy regarding the recognition of revenue or cost.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In August 2014, the FASB issued a new Accounting Standards Update, Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (ASU 2014-15). ASU 2014-15 provides guidance on management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern within one year of the date the financial statements are issued, and, if such conditions exist, to provide related footnote disclosures. The guidance is effective for annual periods ending after December 15, 2016 and interim periods within annual periods beginning after December 15, 2016. Early adoption is permitted. The Company expects to adopt this guidance when effective and is currently evaluating the effect that the updated standard will have on its financial statements and related disclosures.

NOTE 2.

GOING CONCERN.

The Company's financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues to cover its operating costs and allow it to continue as a going concern. For the three and six months ended ~~March~~June 3130, 2015, the Company incurred a net loss of $~~473~~444,~~846~~206 and $918,052, respectively and a net loss attributable to common stockholders of $~~505~~475,~~096~~456 and $980,552, respectively. The accumulated deficit at ~~March~~June 3130, 2015 totaled $3,~~031~~475,~~692~~898. The ability of the Company to continue as a going concern is dependent on raising capital to fund its business plan and ultimately to attain profitable operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

NOTE 3.

ACQUISITIONS AND ACQUISITION AGREEMENTS

Acquisition of Software and Related Intangible Assets For Series B Preferred Stock

On September 23, 2014, we entered into a letter agreement (the “Letter”) with Carey Kriz (“Kriz”), pursuant to which the parties expressed the intent to enter into a definitive agreement regarding the Company’s acquisition of certain of Kriz's intellectual property at the consideration of 200,000 shares of the Company’s preferred stock. Pursuant to the Agreement, Kriz also agreed to grant to the Company a license to use certain of Kriz’s intellectual property until December 31, 2014 on an exclusive basis.

The Company executed the contemplated definitive Asset Purchase Agreement on October 31, 2014 (the "Agreement"). Following further negotiations after entering into the Letter, we agreed to issue Kriz 250,000 shares of our to be created Series B Convertible Preferred Stock (the "Stock Consideration") in exchange for Kriz's various source code, software programs and applications, compilations of code, software routines, subroutines and the like, patent applications, copyrights, trade secrets, know-how and other intellectual property which forms a proprietary information system designed to perform 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 “PIS”), which, after we acquire related intellectual property from other parties, of which there can be no guarantee, we will develop and market. Pursuant to the Agreement, Kriz also assigned us all of the related trademarks. The transaction closed when the assignments of the intellectual property were executed and delivered. We filed the Series B Certificate of Designation with Texas’ Secretary of State in November 2014, promptly after the closing of the transaction. Upon our attempt to file a correction regarding a typo in the originally filed Designation, we were informed that the original filing was rejected; we filed a new Designation, which is effective as of April 30, 2015. The Stock Consideration was issued after we made the initial filing and before we were aware it was rejected and the Company considers it outstanding; however, it was not actionable until the designation is effective.

The fair value of the acquired assets was not readily determinable because the acquired assets have not been marketed on a stand- alone basis. Therefore we valued the transaction at the estimated fair value of the cumulative convertible preferred stock issued using a dual model approach. The first model valued the preferred stock using discounted cash flows of the preferred stock dividends that considered the limited operating history of the Company. The second model valued the preferred stock based on the equivalent number of shares of common stock that are issuable upon conversion on an as converted basis. The dual model approach resulted in a valuation of the 250,000 shares of cumulative convertible preferred stock of $865,000. There were no transaction costs associated with transaction and the acquired assets were valued by the same amount and are recorded as Software and related intangible assets on the balance sheet.

Sallah Purchase Agreement

On November 20, 2014, we entered into an Asset Purchase Agreement (“Sallah Purchase Agreement”) with James D. Sallah, Esq. as Receiver ("Sallah" or "Receiver"). Sallah is the duly appointed receiver in Securities and Exchange Commission v. JCS Enterprises Inc., d/b/a JCS Enterprises Services Inc., et al. in the United States District Court for the Southern District of Florida (the "Court"). Solely in his 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 “Receivership Entities” or “Receivership Estate”), we submitted a bid to purchase from the Receiver certain Assets (as defined below) of the Receivership Estate for a purchase price of $1,536,971.75 (the "Purchase Price"), $25,000 of which was remitted by JH Brech on January 21, 2015 on our behalf and was recorded as a revolver advance and $75,000 of which we shall deposit as additional Earnest Money, which shall be returned to us if the sale is not consummated for reasons other than our default under the terms of the agreement (the entire transaction being referred to as the "Sale"). To the extent the Receiver is unable to deliver items of tangible personal property that total more than $37,500, the Purchase 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 auction 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.

The Assets consist of intellectual property, assumed contracts, equipment and inventory of the Receivership Entities to the extent of the Receiver's right, title and interest in such property, which property is described on Exhibit A to the Sallah Purchase Agreement, filed as Exhibit 10.1 to our Current Report on Form 8-K filed on November 26, 2014 (collectively, the "Assets"). To the extent the Receivership Estate acquires, after November 20, 2014, interests in tangible or intangible property which pertain strictly to (a) the Assets and/or the business operations of JCS Enterprises Inc. and My Gee Bo, Inc., and (b) Assets listed on Exhibit A to the Sallah Purchase Agreement which are not currently assets of the Receivership Estate, the Receiver will deliver that property to us. In connection with the purchase of the Assets, we are assuming certain liabilities, listed on Exhibit B to the Sallah Purchase Agreement, under various contracts and agreements contained on Exhibit A to the Sallah Purchase Agreement.

The companies comprising the Receivership Entities were involved in various capacities with, among other things, deploying virtual concierge machines (“VCMS”) at hotels, airports, stadiums and other locations. VCMS were free-standing or wall-mounted machines, similar to automated teller machines, which allowed users to purchase products and view advertisements; advertising revenue was thereby generated. In addition, one or more of such companies obtained rights to use a mobile device platform marketed to purchase products and services from a wireless device such a smart 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 customer could make a purchase without using a physical credit card or entering credit card information. These assets will allow us, upon completion of the Sale, to deploy VCMS into the market immediately. In addition, there are several prior customer relationships that we believe will seek to reengage the Company to provide services if we are successful in our bid. A significant portion of the operational software was created by or under the supervision of Carey Kriz, an individual unrelated to any of the companies comprising the Receivership Entities or their principals.

The Court entered into a Sale Order on January 5, 2015. However, on February 18, 2015, we received a letter from Sallah claiming that we are in material default under the Agreement because we did not deposit the second earnest money of $75,000 upon the Court’s entry of the Sales Order. Sallah claims that he is entitled to retain the first earnest money of $25,000 as partial payment of the Receiver’s damages under the Agreement and may pursue and preserve all of his rights under the Agreement due to the alleged default. The Agreement does not contain default provisions and we are working towards an amicable resolution with Sallah. As of the filing date of this report, the Company is in negotiations with Sallah to make the second deposit of $75,000 and has not ~~recieved~~received any withdrawal notices to indicate the Company is not the preferred bidder.

Although we originally anticipated closing in the second quarter of 2015, due to our cash position, we cannot be sure when we will close, if ever. As soon as sufficient funds are available, we intend to use them towards the payment of purchase price under the Agreement if the Receiver has not previously terminated the Agreement.

NOTE 4.

NOTES PAYABLE – RELATED PARTY

Our former President and then sole director, Barbara J. Smith, loaned us a total of $11,846 to pay for further research and development and for general corporate overhead. This loan bears interest at an annual rate of 6.5%, was due on July 15, 2004 and was convertible at Ms. Smith's option into shares of our common stock at $0.25 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. As of ~~March~~June 3130, 2015 and December 31, 2014 accrued interest amounted to $ 89,~~868~~062 and $ 8,674, respectively.

NOTE 5.

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 was due March 29, 2012. Under the terms of the Note, J.H. Brech LLC had the right to convert all or part of the principal balance under the Note into shares of the Company’s common stock at a conversion price of $0.50 per share. On August 7, 2014, the Company executed a First Letter of Addendum and First Amendment to the Note which provided for the conversion of all or any part of the outstanding principal and unpaid principal and /or unpaid interest of the Note into shares of the Company’s common stock at a conversion price of $0.25 per share. As of ~~March~~June 3130, 2015 and December 31, 2014, accrued interest amounted to $ 4754,~~633~~154 and $ 41,112, respectively. Although this note is past due and we have not made the contractual payments, J.H. Brech LLC has not declared a default as of the date of this Report.

. As of ~~March~~June 3130, 2015 and December 31, 2014, the Company recorded an accrual of $ 52,198 for salary owed to Don Mark Dominey, a former officer. On February 21, 2012, Don Mark Dominey resigned as the Company’s Chief Executive Officer to facilitate the hiring of Darren C. Dunckel. The Board then appointed Mr. Dunckel as Chief Executive Officer and Chairman of the Board. There were no disagreements between Mr. Dominey and our Company that led to his resignation.

In April 2015, the Company entered into a contract for stock transfer analytics services with INTREorg Systems, Inc. (“IORG”) for a period of three months. Our chief executive officer also serves as chief executive officer of IORG and one of our major shareholders and a major creditor is also a major shareholder and a major creditor in IORG. The agreement is renewable on a monthly basis and provides for a monthly fee of $3,000 per month. During the three and six month periods ended June 30, 2015, the Company incurred an expense of $8,100 which was recorded as investor relations-related party and accounts payable- related party. Concurrently, the Company entered into a professional services agreement with IORG to provide consulting services. In exchange for the consulting services, IORG earns restricted common share of our stock. The number of shares awarded is determined based on the 20 day moving average daily closing price of divided by $10,000, prorated for partial months. Under the terms of the consulting agreement, the Company recorded an expense of $24,819 which was recorded as investor relations- related party. Due to common ownership, the Company considers IORG to be a related party.

NOTE 6.

REVOLVING LINE OF CREDIT – RELATED PARTY

On July 13, 2011, the Company entered into an 8% revolving line of credit with J.H. Brech LLC, a related party, to provide access to funding for its operations up to $500,000. As of ~~March~~June 3130, 2015 and December 31, 2014 we owed $~~485~~460,~~925~~114 and $300,806, respectively and accrued interest of $415,~~375~~857 and $34,002, respectively. Funding under this line of credit was in abeyance until December 2013. The Company received $~~185~~255,~~119~~948 in advances under the line of credit during the ~~three~~six months ended ~~March~~June 3130, 2015. In the meantime, management is evaluating other, short-term, related party financing, although as of the date of this Report, no definitive agreements have been entered into for any additional financing.

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 interest was 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.

● 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.

On August 28, 2014, the Company executed a First Letter of Addendum and First Amendment to the revolving line of credit which provided for the conversion of all or any part of the outstanding principal and unpaid principal and/or interest of the revolving line of credit into the Company’s common stock at a conversion price of $0.25 per share.

~~Although~~On ~~this~~May ~~note~~1, is2015, ~~past~~J.H. ~~due~~Brech ~~and~~LLC weconverted ~~have~~$96,640 ~~not~~of ~~made~~the outstanding principle of 8% revolving line of credit outstanding revolver and $44,610 of the ~~contractual~~accrued ~~payments~~and unpaid interest into 565, J000 common shares.H. ~~Brech~~The ~~LLC~~conversion ~~has~~of ~~not~~the ~~declared~~principle aand ~~default~~interest asto common shares was made in accordance with the original terms of the ~~date~~revolving line of ~~this~~credit ~~Report~~agreement, as amended and accordingly, no gain or loss was recognized on the conversion. ~~See~~The ~~note~~shares 9were issued on May 13, 2015.

Although this note is past due and we have not made the contractual payments, J.H. Brech LLC has not declared a default as of the date of this Report.

NOTE 7.

COMMON STOCK

On February 12, 2015, the Company sold 25,000 shares of common stock to an accredited investor for $25,000 in cash. The shares were issued on May 13, 2015.

On March 19, 2015, 60,000 shares of common stock valued at $36,000 were issued to Brett Lyons pursuant to an agreement for Mr. Lyons to serve as director of the Company. In addition, Mr. Lyons will receive 10,000 shares per quarter that he continues to serve as a director. On June 30, 2015, Mr. Lyons earned an additional 10,000 common shares valued at approximately $6,000.

On March 19, 2015, 100,000 shares of common stock valued at $60,000 were issued to Pt Platinum Consulting, LLC for accounting services.

On March 19, 2015, 93,351 shares of common stock valued at $56,011 were issued to Christopher Roberts IR pursuant to an agreement for Mr. Roberts to provide an effective investor outreach and communications strategy. In addition, for each month that the agreement is in effect, Mr. Roberts receives additional shares equal to $20,000 divided by the trading price of the stock on the first day of the month. The shares are considered earned on the last day of the month. As of June 30, 2015, Mr. Roberts had earned an additional 106,666 shares of common stock valued at approximately $85,898.

On March 19, 2015, the Company converted $94,809 of legal invoices that were included in accounts payable to 200,000 shares of common stock. The fair value of the common stock approximated $120,000 and the Company recognized a loss on the conversion of $25,191.

On March 19, 2015, the Company issued 340,000 shares of common stock to Darren Dunckel, the Company's Chief executive officer for services rendered and expensed in 2014.

On May 1, 2015, J.H. Brech LLC converted $96,640 of the outstanding principle of 8% revolving line of credit outstanding revolver and $44,610 of the accrued and unpaid interest into 565,000 common shares. (see Note 6)

Under the terms of his consulting agreement, Darren Dunckel earned 60,000 shares of common stock valued at $44,600 for the three months ended June 30, 2015 and 120,000 shares of common stock valued at $102,400 for the six months ended June 30, 2015.

Under the terms of their consulting agreement, IORG earned 32,207 shares valued at $24,819 during the three and six month periods ended June 30, 2015 (see note 5).

NOTE 8.

COMMITMENTS AND CONTINGENCIES.

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

NOTE 9.

SUBSEQUENT EVENTS

OnDuring ~~May~~the 1,period ~~2014~~through August 2015, ~~J.H.~~the ~~Brech~~Company ~~LLC~~authorized ~~converted~~the issuance of a number of shares equal to $9620,~~640~~000 ofdivided by the ~~outstanding~~closing ~~principle~~price of 8%the ~~revolving~~Company’s ~~line~~common ofstock ~~credit~~on ~~outstanding~~the ~~revolver~~first ~~and~~day ~~$44,610~~ of ~~the~~each ~~accrued~~month ~~and~~to ~~unpaid~~an ~~interest~~investor ~~into~~relations ~~565,000~~firm ~~common~~pursuant ~~shares.~~to ~~The~~the ~~shares~~terms ~~were~~of ~~issued~~a onconsulting ~~May~~agreement ~~13,~~the ~~2014~~Company maintains with them.

Item 2.

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

The following discussion of our financial condition and results of operations for the three and six months ended ~~March~~June 3130, 2015 and 2014 should be read in conjunction with the financial statements and the notes to those statements that are included elsewhere in this report. Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors, including those set forth under the Item 1A. Risk Factors and Cautionary Notice Regarding Forward-Looking Statements and Business sections of our Annual Report on Form 10-K for the year ended December 31, 2014. We use words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” and similar expressions to identify forward-looking statements.

Overview

We are a start-up company formed in 2001. Prior to January 1, 2014, our business model was 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. Not gaining any traction or success within that industry and in an effort to increase shareholder value, in July 2014, the Board of Directors resolved to change the Company’s business to a Digital Out Of Home (DOOH) media company. After several months of due diligence evaluating the business and market opportunity, as well as the competitive landscape of such industry, the Board of Directors believed this was a valuable opportunity of which the Company could take advantage.

Kriz Purchase Agreement

On October 31, 2014, we entered into an Asset Purchase Agreement (“Kriz Purchase Agreement”) with Carey Kriz, pursuant to which we agreed to issue Kriz 250,000 shares of our to be created Series B Convertible Preferred Stock in exchange for Kriz's various source code, software programs and applications, compilations of code, software routines, subroutines and the like, patent applications, copyrights, trade secrets, know-how and other intellectual property which forms a proprietary information system designed to perform 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, which, after we acquire related intellectual property from other parties, of which there can be no guarantee, we will develop and market. Pursuant to the agreement, Kriz also assigned us all of the related trademarks. The transaction closed on November 10, 2014.

Sallah Purchase Agreement

On November 20, 2014, we entered into an Asset Purchase Agreement (“Sallah Purchase Agreement”) with James D. Sallah, Esq. as Receiver ("Sallah" or"Receiver"). Sallah is the duly appointed receiver in Securities and Exchange Commission v. JCS Enterprises Inc., d/b/a JCS Enterprises Services Inc., et al. in the United States District Court for the Southern District of Florida (the "Court"). Solely in his 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 “Receivership Entities” or “Receivership Estate”), we submitted a bid to purchase from the Receiver certain Assets (as defined below) of the Receivership Estate for a purchase price of $1,536,971.75 (the "Purchase Price"), $25,000 of which was remitted by JH Brech on January 21, 2015 on our behalf and was recorded as a revolver advance and $75,000 of which we shall deposit as additional Earnest Money, which shall be returned to us if the sale is not consummated for reasons other than our default under the terms of the agreement (the entire transaction being referred to as the "Sale"). To the extent the Receiver is unable to deliver items of tangible personal property that total more than $37,500, the Purchase 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 auction 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.

The Court entered into a Sale Order on January 5, 2015. On February 18, 2015, we received a letter from Sallah claiming that we are in material default under the Sallah Purchase Agreement because we did not deposit the second earnest money of $75,000 upon the Court’s entry of the Sale Procedures Order. Sallah may claim that he is entitled to retain the first earnest money of $25,000 as partial payment of the Receiver’s damages under the Sallah Purchase Agreement and may pursue and preserve all of his rights under the agreement due to the alleged default, but Sallah has not terminated the agreement. The Sallah Purchase Agreement does not contain default provisions and because the Sale Procedures Order was not entered until after December 31, 2014, we may have defenses to any claim for the earnest money. In addition, questions arose regarding one of the assets subject to the Sallah Purchase Agreement. Accordingly we are working towards an amicable resolution with Sallah.

As described later in this section, our ability to fully implement our business plan is dependent on raising sufficient capital to fund the further development of our company. Going forward, we expect that our efforts will be focused on achieving this goal. While we have raised funds in private offerings, there are no assurances, however, that we will be able to raise all of the necessary capital and without access to funding we will be unable to pursue other aspects of our business development and may have to cease operations completely.

Going Concern

WeDuring the three and six months ended June 30, 2015, we reported a net loss of $~~473~~444,~~846~~206 and 918,052, respectively and a net loss attributable to common stockholders of $~~505~~475,~~096~~456 ~~for~~and ~~the~~980,552, ~~three~~respectively. ~~months~~As ~~ended~~of ~~March~~June 3130, 2015 ~~and~~ we have an accumulated deficit of $3,~~031~~475,~~692 as of March 31, 2015~~898. The report of our independent registered public accounting firm on our financial statements for the year ended December 31, 2014 contained an explanatory paragraph regarding our ability to continue as a going concern based upon our operating losses and need to raise additional capital. These factors, among others, raise substantial doubt about our ability to continue as a going concern. Our financial statements do not include any adjustments that might result from the outcome of this uncertainty. There are no assurances we will be successful in our efforts to increase our revenues and report profitable operations or to continue as a going concern, in which event investors would lose their entire investment in our Company.

Plan of Operations

To date, we have funded our activities through debt and equity financing, as well as through working capital advances from a related party. In order to fully organize our company and implement the first phase of our business model, we will need to raise approximately $3,500,000. Given the nature of our company and the current status of the capital markets, there are no assurances we will be able to raise the necessary capital, of which there can be no guarantee. Even if we are ultimately able to raise the capital, there are no assurances that our business model will be successful or that we will ever develop any revenue generating operations. However, assuming we are able to raise the capital, we expect to begin the launch of phase one of operating plans within six to nine months of receiving the capital.

As a result of the Asset Purchase Agreement we entered into with Carey Kriz on October 31, 2014 (filed as Exhibit 10.1 to our Current Report on Form 8-K on November 4, 2014), we have now launched phase I of our business strategy. Through this acquisition, we now own a suite of technologies that allows the Company to begin negotiating with potential customers. At this time we have limited operations and do not have any agreements or understandings with any customers, but we will continue to seek out DOOH media business opportunities to improve earnings and shareholder value. There can be no assurance that we will be successful in identifying and evaluating suitable business opportunities or in concluding any future business combinations. There is no assurance that we will be able to negotiate future business combinations on terms favorable to the Company, if at all. (See Note 3 for additional information related to the Asset Purchase Agreement with Carey Kriz.)

Results of Operations

~~During~~Three ~~the~~months ~~three month period~~ ended ~~March~~June 3130, 2015 ~~and~~compared ~~2014, we did not recognize any revenue from our operations. We do not expect~~ to ~~recognize~~the ~~revenues~~Three ~~from~~months ~~our~~ended ~~operations~~June ~~in 2015~~30, ~~as management is focused on raising sufficient capital to fund the further development of our company.~~2014

During the three month ~~period~~periods ended ~~March~~June 3130, 2015, weand ~~recognized operational expenses of $434,566 compared to $10,184 during the comparable period in~~ 2014~~. The increase of $424~~,~~382~~ or 4,167% was the primarily the result of increased accounting and auditing fees of $73,950, increased salaries and stock-based compensation expense of $200,157 and increased investor relations expenses of $107,875. The reminder of the increase was due to office expenses, travel and other expenses as we ~~actively~~did ~~sought~~not ~~financing~~recognize ~~and~~any ~~pursued~~revenue from our ~~business plan~~operations.

We ~~expect~~recognized ~~that~~office ~~these~~ expenses ~~will~~of ~~increase~~$1,314 during the three month period ended June 30, 2015 as wecompared ~~begin~~ to ~~further~~none ~~implement~~in ~~our~~the ~~business~~comparable ~~plan,~~period ~~although~~in we2014. ~~are~~We ~~unable~~agreed atto ~~this~~lease ~~time~~office space in Maryland to ~~quantify~~house ~~the~~computer ~~actual~~programmers ~~amount~~that ofwere ~~this~~working ~~anticipated~~on ~~increase~~our asdigital itout ~~will~~of behome ~~based~~software ~~upon~~that will integrate with our ~~varying~~purchased ~~level~~proprietary ofsoftware. ~~operations~~The lease expires in November 2015.

~~Other~~We ~~expense~~recognized ~~represents~~professional afees ~~non-cash expense representing interest on a note payable in the principal amount~~ of $11197,~~846~~579 ~~due~~during tothe athree ~~former~~month ~~officer~~period ~~which~~ended isJune ~~presently past due~~30, as2015 ~~well~~ as ~~interest~~compared onto ~~a related party convertible note payable in the principal amount of~~ $~~143~~39,~~733~~494 ~~which matured~~ in ~~March 2012, and interest on~~ the ~~related~~comparable ~~party~~period ~~revolving~~in ~~line of credit and a loss on the settlement of liabilities for $25,191~~2014. ~~Interest~~ ~~expense~~The ~~increased~~increase bywas ~~$9,308~~primarily attributable to ~~$14,089~~increase ~~for~~in ~~the~~professional ~~three~~development ~~months~~fees ~~ended~~as ~~March~~we ~~31,~~engaged ~~2015~~a ~~compared~~consulting firms to ~~$4,781~~assist ~~for~~us ~~the~~with ~~three~~execution ~~months~~of ~~ended~~our ~~March~~business ~~31, 2014~~plan.

Officers and directors expenses were $65,600 for the three month period ended June 30, 2015 compared to none in 2014. Darren Dunckel, our chief executive officer and director was hired in August 2014 and is entitled to receive $5,000 per month and 20,000 shares of common stock for his services. Brett Lyons, a director of the Company received 10,000 shares per quarter for his services. We did not pay any officer or director compensation in the three month period ended June 30, 2014.

We incurred $3,867 in travel and entertainment expenses during the three month period ended June 30, 2015 as we paid for travel and meals for our CEO and consultants to discuss business opportunities. We did not incur any travel and entertainment expenses in the comparable period in 2014.

Investor relations expenses were $123,081 during the three month period ended June 30, 2015 as compared to none in the comparable period in 2014. We engaged Christopher Roberts IR to provide an effective investor outreach and communications strategy. For each month that the agreement is in effect, Mr. Roberts receives $10,000 per month plus shares equal to $20,000 divided by the trading price of the stock on the first day of the month. The shares are considered earned on the last day of the month. During the three month period ended June 30, 2015, Mr. Roberts earned 106,666 shares of common stock valued at approximately $85,898.

Investor relations expense- related party were $32,919 during the three month period ended June 30, 2015 as compared to $80 in the comparable period in 2014. In April 2015, we engaged INTREorg Systems, Inc. (“IORG”) to provide stock transfer analytics services for a period of three months. The agreement is renewable on a monthly basis and provides for a monthly fee of $3,000 per month. Concurrently, the Company entered into a professional services agreement with IORG to provide consulting services. In exchange for the consulting services, IORG earns restricted common share of our stock. The number of shares awarded is determined based on the 20 day moving average daily closing price of divided by $10,000, prorated for partial months. Under the terms of agreements, the Company recorded an expense of $8,100 payable in cash and $24,819 payable in 32,207 shares of our restricted common stock. Due to common ownership, the Company considers IORG to be a related party.

Other general and administrative expenses increased to $4,039 during the three month period ended June 30, 2015 as compared to $53 in the comparable period in 2014. The increase was attributable increased activities to support our new business activities.

Interest expense- related parties was $15,807 during the three month period ended June 30, 2015 as compared to $5,544 in the comparable period in 2014. The increase of $10,263 or 185% was primarily attributable to an increase in overall borrowings.

Interest expense-related parties represents interest on a note payable in the principal amount of $11,846 due to a former officer which is presently past due, as well as interest on a related party convertible note payable in the principal amount of $143,733 which matured in March 2012, and interest on the related party revolving line of credit.

Six months ended June 30, 2015 compared to the six months ended June 30, 2014

During the six month period ended June 30, 2015 and 2014, we did not recognize any revenue from our operations

During the six month period ended June 30, 2015 we incurred $69,589 in salaries expenses relating to our hiring of programming staff to work on our digital out of home software that will integrate with our purchased proprietary software. We terminated all staff in March 2015.

We recognized office expenses of $10,579 during the six month period ended June 30, 2015 as compared to none in the comparable period in 2014. We agreed to lease office space in Maryland to house computer programmers that were working on our digital out of home software that will integrate with our purchased proprietary software. The lease expires in November 2015.

We recognized professional fees of $296,309 during the six month period ended June 30, 2015 as compared to $49,494 in the comparable period in 2014. The increase was primarily attributable to increase in accounting and legal fees as we brought out filings current and professional development fees as we engaged a consulting firms to assist us with execution of our business plan.

Officers and directors expenses were $196,168 for the six month period ended June 30, 2015 compared to none in 2014. Darren Dunckel, our chief executive officer and director was hired in August 2014 and is entitled to receive $5,000 per month and 20,000 shares of common stock for his services. Brett Lyons, a director of the Company received a stock grant of 60,000 valued at approximately $36,000 plus 10,000 shares per quarter for his services. The 2015 period also includes $21,768 compensation for Robert Dragotta, our former president who was terminated on April 3, 2015. We did not pay any officer or director compensation in the three month period ended June 30, 2015.

We incurred $11,719 in travel and entertainment expenses during the six month period ended June 30, 2015 as we paid for travel and meals for our CEO and consultants to discuss business opportunities. We did not incur any travel and entertainment expenses in the comparable period in 2014.

Investor relations expenses were $237,341 during the six month period ended June 30, 2015 as compared to $230 in the comparable period in 2014. We engaged Christopher Roberts IR to provide an effective investor outreach and communications strategy. For each month that the agreement is in effect, Mr. Roberts receives $10,000 per month plus shares equal to $20,000 divided by the trading price of the stock on the first day of the month. The shares are considered earned on the last day of the month. During the six month period ended June 30, 2015, Mr. Roberts earned 200,017 shares of common stock valued at approximately $141,144.

Investor relations expense- related party were $32,919 during the six month period ended June 30, 2015 as compared to none in the comparable period in 2014. In April 2015, we engaged INTREorg Systems, Inc. (“IORG”) to provide stock transfer analytics services for a period of three months. The agreement is renewable on a monthly basis and provides for a monthly fee of $3,000 per month. Concurrently, the Company entered into a professional services agreement with IORG to provide consulting services. In exchange for the consulting services, IORG earns restricted common share of our stock. The number of shares awarded is determined based on the 20 day moving average daily closing price of divided by $10,000, prorated for partial months. Under the terms of agreements, the Company recorded an expense of $8,100 payable in cash and $24,819 payable in 32,207 shares of our restricted common stock. Due to common ownership, the Company considers IORG to be a related party.

Other general and administrative expenses increased to $8,341 during the six month period ended June 30, 2015 as compared to $87 in the comparable period in 2014. The increase was attributable increased activities to support our new business activities.

Interest expense- related parties was $29,896 during the six month period ended June 30, 2015 as compared to $10,325 in the comparable period in 2014. The increase of $19,571 or 190% was primarily attributable to an increase in overall borrowings.

Loss on settlement of liabilities- During the six month period ended June 30, 2015, the Company recognized a loss of $25,191 on the settlement of certain legal bills for restricted common stock. On March 19, 2015, the Company converted $94,809 of legal invoices that were included in accounts payable to 200,000 shares of common stock. The fair value of the common stock approximated $120,000.

Liquidity and Capital Resources

Liquidity is the ability of a company to generate sufficient cash to satisfy its needs for cash. As of ~~March~~June 3130, 2015, we had a working capital deficit of $~~968~~1,~~668~~104,889 as compared to a working capital deficit of $855,049 as of December 31, 2014. Our total liabilities increased approximately 1631% as of ~~March~~June 3130, 2015 from December 31, 2014 primarily related to increases in accrued interest and accrued payroll expenses. Accounts payable ~~decreased~~increased $7888,~~061~~055 or 3438% primarily due to payments to vendors which were funded by increases in a line of credit to a related party and a conversion of certain liabilities for common stock.

Net cash used by operating activities in the three months ended March 31, 2015 was $208,366 as compared to net cash used by operating activities of $35 during the three months ended March 31, 2014. During the three months ended March 31, 2015, net cash used in operating activities included an increase in accounts payable and accrued expenses of $16,748 (excluding the noncash settlement of certain liabilities for stock), an increase in accrued payroll and interest of $33,314. During the three months ended March 31, 2014, net cash used in operating activities included an increase in accounts payable and accrued liabilities of $10,149 and an increase in accrued interest of $4,781. We did not generate or use any cash from investing activities in either the three months ended March 31, 2015 or the same period in 2014. During the three month period ended March 31, 2015, we received advances of $185,119 under a line of credit to a related party. During the three month period ended March 31, 2014, we did not generate or use any cash from financing activities.15

Net cash used by operating activities in the six months ended June 30, 2015 was $280,814 as compared to net cash used by operating activities of $54,037 during the six months ended June 30, 2014. During the six months ended June 30, 2015, net cash used in operating activities included an increase in accounts payable and accrued expenses of $182,864 (excluding the noncash settlement of certain liabilities for stock), an increase in accounts payable – related party of $8,100, and an increase in accrued payroll and interest of $64,121 (excluding the settlement of $44,610 in accrued interest for restricted common stock). During the six months ended June 30, 2014, net cash used in operating activities included a decrease in accounts payable and accrued liabilities of $4,225 and an increase in accrued interest of $10,324. We did not generate or use any cash from investing activities in either the six months ended June 30, 2015 or the same period in 2014. During the six month period ended June 30, 2015, we received advances of $255,948 under a line of credit to a related party and we received $25,000 in cash proceeds from sales of restricted common stock. During the six month period ended June 30, 2014, we received advances of $53,950 under a line of credit to a related party.

We do not currently have any revenue producing operations and we are dependent upon availability under a $500,000 revolving line of credit extended to us by J.H. Brech LLC, a related party, in July 2011 to provide funds for our ongoing general and administrative expenses and satisfy our current obligations. This credit line is not sufficient for the development of our operations. We need to initially raise an additional $500,000 to fund the initial launch of our business plan. We do not have any agreements or understanding with any third party to provide this financing. Until we can raise the necessary funds, we will be unable to further implement our business plan. Given the nature of our company and the thinly traded nature of the public market for our common stock and our status as a shell company under Federal securities laws, there are no assurances we will be able to raise the necessary capital. If we are unable to raise capital as necessary, our ability to continue as a going concern is in jeopardy and investors could lose their entire investment in our company.

Critical Accounting Policies

The discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the 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.

A summary of significant accounting policies is included in Note 1 to the financial statements included in this report. Our management believes that the application of these policies on a consistent basis enables us to provide useful and reliable financial information about our operating results and financial condition.

Item 4.

Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

As of the end of our last fiscal year ended December 31, 2014 and the quarter ended ~~March~~June 3130, 2015, we carried out an evaluation, under the supervision and with the participation of management, including our chief executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon those evaluations, management concluded that our disclosure controls and procedures were not effective as of December 31, 2014 or ~~March~~June 3130, 2015, to cause the information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods prescribed by SEC, and that such information is accumulated and communicated to management, including our chief executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Going forward from this filing, the Company intends to re-establish and maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are designed to be effective in providing reasonable assurance that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission (the “SEC”), and that such information is accumulated and communicated to our management to allow timely decisions regarding required disclosure.

In designing and evaluating disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute assurance of achieving the desired objectives. Also, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. The design of any system of controls is based, in part, upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Changes in Internal Control over Financial Reporting

During the quarter covered by this Report, there were not any changes in our internal control over financial reporting identified in connection with the evaluation management performed at the end of the quarter ended ~~March~~June 3130, 2015 or the end of the fiscal year ended December 31, 2014 that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1.

Legal Proceedings.

We may be involved from time to time in ordinary litigation, negotiation and settlement matters that will not have a material effect on our operations or finances. We are not aware of any pending or threatened litigation against us or our officers and directors in their capacity as such that could have a material impact on our operations or finances.

Item 1A.

Risk Factors.

Not applicable for a smaller reporting company.

1517

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

Information on any and all equity securities we have sold during the period covered by this Report that were not registered under the Securities Act of 1933, as amended is set forth below:

On ~~February~~May 121, 2015, ~~the~~J.H. ~~Company~~Brech ~~sold~~LLC 25converted $96,~~000~~640 ~~shares~~ of ~~common~~the ~~stock~~outstanding toprinciple anof ~~accredited~~8% ~~investor~~revolving ~~for~~line ~~$25,000~~of incredit ~~cash.~~outstanding ~~The~~revolver ~~stock~~and ~~has~~$44,610 ~~not~~of ~~been~~the ~~issued~~accrued asand ofunpaid ~~March~~interest 31into 565,000 ~~2015.~~common shares.

On ~~March~~June 1930, 2015, 60Mr. Brett Lyons. A director earned 10,000 ~~shares~~restricted ofcommons ~~common~~shares ~~stock~~ valued at approximately $366,000 ~~were~~pursuant ~~issued~~ to ~~Brett~~the ~~Lyons~~terms ~~pursuant~~of toour an agreement ~~for~~with Mrhim. ~~Lyons to serve as director of the Company.~~

OnPursuant ~~March~~to ~~19,~~the ~~2015~~terms of his consulting agreement, ~~100~~Christopher Roberts IR earned 106,~~000~~666 shares of common stock valued at approximately $6085,~~000~~898 ~~were~~during ~~issued~~the tothree ~~Pt.~~month ~~Platinum~~period ~~Consulting,~~ended ~~LLC~~June ~~for~~30, ~~accounting services~~2015.

OnUnder ~~March~~the ~~19,~~terms ~~2015~~of his consulting agreement, 93Darren Dunckel earned 60,~~351~~000 shares of common stock valued at $5644,~~011~~600 ~~were~~for ~~issued~~the tothree ~~Christopher~~months ~~Roberts~~ended IRJune ~~pursuant~~30, to2015 anand ~~agreement~~120,000 ~~for~~shares ~~Mr.~~of ~~Roberts~~common tostock ~~provide~~valued anat ~~effective~~$102,400 ~~investor~~for ~~outreach~~the ~~and~~six ~~communications~~months ~~strategy~~ended June 30, 2015.

OnUnder ~~March~~the 19terms of their consulting agreement, ~~2015~~INTREorg Systems, ~~the~~Inc., ~~Company~~a ~~converted~~related ~~$94~~party,~~809~~ ofearned ~~legal~~32,207 ~~invoices~~shares ~~that~~valued ~~were~~at ~~included~~$24,819 induring ~~accounts~~the ~~payable~~three tomonth ~~200,000~~period ~~shares~~ended ofJune ~~common~~30, ~~stock~~2015.

Unless otherwise noted, all of the transactions listed above were made pursuant to the exemption from the registration provisions of the Securities Act of 1933, as amended, provided by Section 4(a)(2) of the Securities Act for sales not involving a public offering or Rule 506(b). None of the securities issued have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements

Item 3.

Defaults Upon Senior Securities.

None.

Item 5.

Other Information.

None.

Item 6.

Exhibits.

No.	Description
31.1	Rule 13a-14(a)/ 15d-14(a) Certification of Chief Executive Officer *
31.2	Rule 13a-14(a)/ 15d-14(a) Certification of principal financial and accounting officer *
32.1	Section 1350 Certification of Chief Executive Officer and principal financial and accounting officer *
101	Interactive Data Files *
101.INS	XBRL Instance*
101.SCH	XBRL Taxonomy Extension Schema Document *
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document *
101.LAB	XBRL Taxonomy Extension Labels Linkbase Document *
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document *
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document *

* filed herewith

1618

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.
May 15, 2015	By: /s/ Darren C. Dunckel
August 18, 2015	By: /s/ Darren C. Dunckel
	Darren C. Dunckel, Chief Executive Officer and Principal Financial/Chief Accounting Officer

Filing Compare · ATOMIC PAINTBALL INC