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I didn't think the day would ever come where one of Cutler's companies go under. Hopefully Aspeon will be ok since I have a lot of money in that one right now.
I think this one is probably toast for most shareholders. The May 26th, 8K filing for Aspeon may provide some clues about David Cutler's focus these days, but until something definite is announced, I suppose we can only wait and wonder.
- Duplicate post by accident -
- Duplicate post by accident -
I wonder what this means for ATOC shareholders? Yes, hopefully something will happen with Cutler's shells and soon.
Is David Cutler now going to focus more on bringing value to Aspeon and/or Concord Ventures? Hopefully things are about to start happening with one or both of the other two corporate shells.
On June 29, 2009, Atomic Paintball, Inc. filed a voluntary petition for relief in the United States Bankruptcy Court, Northern District of Texas under Chapter 7 of Title 7 of the U.S. Bankruptcy Code, case number 09-34008-7.
http://ih.advfn.com/p.php?pid=nmona&cb=1246373926&article=38418483&symbol=NB%5EATOC
I have a buy order in at .27 - I wonder how long it will take to fill...lol. Have you picked up any shares?
My account is with Ameritrade as well, and in the past I have not been able to enter a bid online. However, I have not tried since the FINRA approval. I suspect we will have to call Ameritrade to put in a bid the first time, considering the current climate in the markets.
Thanks for the info! I keep trying to put in buy orders every now and then (including today) and I still keep getting the error message: "the symbol can not be found" I have Ameritrade. Are you able to put in a buy order? It looks like someone has a 500k buy order in at .10 according to Ameritrade.
More from the 10Q filed today.
In October 2008, FINRA approved shares of our common stock to trade on both the Over the Counter Bulletin Board and the Pink Sheets. Our common stock trades under the symbol "ATOC".
It is our current intention, within our existing level of interim funding, to continue to accelerate progress on the implementation of our proposed business.
At present, we have brought our financial books and records up to date, become a fully reporting company pursuant to Section 12 (g) of the Securities Exchange Act of 1934 and eligible to be quoted on both the Over the Counter Bulletin Board and the Pink Sheets, appointed a highly experienced paintball executive as our non-executive director, initiated an up date of our initial business plan to reflect recent developments within the paintball sector, appointed a consultant to seek potential acquisition targets within the paintball sector and intend to launch a website to sell paintball products shortly.
If we are successful in raising further equity finance we plan to establish corporate offices, hire senior management, conduct feasibility studies for real estate acquisitions for paintball locations, purchase land and equipment for operating paintball parks, purchase inventory for resale and develop our website for marketing our paintball games and miscellaneous services via the Internet.
We will consider acquiring existing underperforming paintball parks where we can create value through new capital expenditure and the application of state of the art marketing and operating disciplines. We will also consider acquiring existing, established, profitable paintball parks as a means of establishing rapidly a critical mass of profitable operations. We would need to raise substantial funds to complete this business plan and there can be no assurance that we will be able to raise sufficient equity to fund our strategy.
The 10Q is out today and apparently FINRA approval has been obtained. 500 shares traded at .25 on 11/7/2008. Hopefully, this is the start of something big.
10. SUBSEQUENT EVENTS
In October 2008, FINRA approved shares of our common stock to trade on both the Over the Counter Bulletin Board and the Pink Sheets. Our common stock trades under the symbol "ATOC."
10Q filed for quarter ending 6/30/2008.
Common Stock, no par value: 10,000,000 shares authorized, 7,488,804 shares issued and outstanding as at June 30, 2008 and December 31, 2007, respectively
Valuation based on the unregisterd private sales of stock range from .04 to .125 on the sales for which a price can be calculated.
Recent Sales of Unregistered Securities
We made the following unregistered sales of its securities from January 1, 2006 through December 31, 2007.
In August 2006, Mr. Armstrong appointed David J. Cutler as a new director of ours and subsequently resigned. Mr. Cutler to undertook to use his best efforts to accelerate the implementation of our business plan, settle our outstanding liabilities, bring our financial statements up to date, seek a listing for us on the OTC Bulletin Board, raise new equity and recruit a senior management team that would fully implement our proposed business plan. If we were to be unable to raise sufficient funds to grow our business organically but were able to obtain a listing on the OTC Bulletin Board the intention was to build our business through the purchase of paintball businesses and assets in return for the issue of shares of our common stock. There could be no assurance that this sequence of events could be successfully completed. In return for accepting his appointment with us, Mr. Cutler was issued with 2,530,376 shares of our common stock making him our controlling shareholder.
Effective August 31, 2006, Mr. Armstrong, our former director and officer, was issued 250,000 shares of our common stock as compensation for his services as a director.
In September 2006, one of our founding shareholders and a former officer of ours, Alton K. Smith, was issued 17,918 shares of our common stock as payment for $768 expenses he had incurred on our behalf.
In September 2006, one of our existing preferred shareholders was issued with 281,459 shares of our common stock as payment for a loan and accrued interest of $12,063 which he had made to us.
In December 2006, we appointed one consultant to update our existing business plan to reflect current developments within the paintball sector and a second consultant to seek out potential acquisitions for us within the paintball sector. These consultants were each remunerated with 100,000 shares of our common stock and deferred compensation payable upon the successful completion of their assignments.
During December 2006, we issued a further 50,000 shares of our common stock to each of three consultants (150,000 shares in total) who assisted us in bringing
22
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our affairs up to date and progressing the implementation of our business strategy and 697,674 shares of our common stock to Mr. Cutler, our Chief Executive Officer and director, to convert $30,000 of the debt he had provided to us into equity.
In December 2006, we appointed Jeffrey L. Perlmutter as a non-executive director and we issued Mr. Perlmutter 100,000 shares of our common stock as consideration for his appointment as a non-executive director.
In January and February 2007, shareholders holding 180,000 of our Series A Convertible Preferred Shares converted these Convertible Preferred Shares into 360,000 shares of our common stock.
In March 2007, we issued a further 697,674 shares of our common stock to Mr.
Cutler, our Chief Executive Officer and director, to convert a further $30,000 of the debt for advances he had provided to us into equity.
In April and May 2007, we issued 800,000 shares of our common stock at $0.125 per share for total consideration of $100,000. Mr. Perlmutter, our non-executive director, subscribed for 200,000 of these shares for total consideration of $25,000.
In November 2007 we issued a further 40,000 shares of our common stock at $0.125 per share for total consideration of $5,000 to an accredited investor and 300,000 shares of our common stock, valued at $0.125 per share or $37,500, as remuneration to our non-executive director Jeffery L. Perlmutter.
In December 2007, following our registration pursuant to Section 12 (g) of the Securities Exchange Act of 1934 the remaining 8,000 shares of our Series A Convertible Preferred Shares automatically converted into 360,000 shares of our common stock.
Thanks for the update! This one looks like it will be trading very soon. Hopefully we can get in on the ground floor before everyone else finds out!
The amended filings on Friday appear to be in response to FINRA's interpretation of the company as a "shell" company rather than a "development" stage company. I am guessing the company stock is very close to publicly trading with these amended filings.
In May 2008, Pennaluna & Co, a broker dealer, submitted a Form 15c-211 on our
behalf to FINRA seeking to have our shares of common stock listed on the OTC
Bulletin Board. In FINRA's response to the Form 15c-211 that was filed on our
behalf, FINRA took the position that, under their own interpretation of what
constitutes a "shell" company as opposed to a "development" stage company, we
constitute a "shell" company rather than a "development" stage company.
Accordingly FINRA instructed us to re-file our previous filings with the SEC
with the "box checked" on the first page to indicate we are a shell company (as
defined in Rule 12b-2 of the Exchange Act). Our management is in no doubt that
we were, and are, a development stage company as defined by Statement of
Financial Accounting Standards No 7 "Accounting and Reporting by Development
Stage Enterprises." Our management's belief that we were, and are, a development
stage company is supported by current SEC guidelines, our auditors and our
outside legal counsel. At the same time, our management recognizes FINRA's right
to apply its own definition to this issue. Accordingly in accordance with FINRA
instructions, this Form 10Q has is filed with the "box checked" on the first
page to indicate we are a shell company (as defined in Rule 12b-2 of the
Exchange Act). In due course we shall submit amended filings for the Form 10SB/A
filed on November 29, 2007, Form 10KSB filed on April 3, 2008 and Form 10Q on
May 15, 2008 that similarly have the "box checked" on the first page to indicate
we are a shell company. Amending our filings in this way, on the instruction of
FINRA, in no way alters the fact that we have, and continue to, consistently
pursue our business plan to own and operate paintball facilities and to provide
services and products in connection with paintball sport activities at our
facilities and through a website.
Aqua, my very limited understanding of this issue leads me to believe there would be a way for any investor with verifiable assets to participate, if invited. I believe the regulation requires an investor to be "qualified", but I am guessing there are few real qualifications other than (1) being of sound mind and (2)having the money, and they would probably waive the "sound mind" qualification. I'm joking of course, but I think having the money and the invitation are the only real requirements.
Question about the REGDEX filing that you are talking about here...Do you know if its possible for investors like you and I to get in on something like this?
Good question; I don't know if there will be any advance notice, but I will try to find out.
How many days in advance will we find out when this will start trading?
The REGDEX filing on 6/4/2008 indicates certain investors have purchased restricted stock under the Regulation D exemption. Unfortunately, the filing does not provide any details about how much capital was raised or number of shares sold. Still, it may be an indication of imminent news about the business plan.
Curiously, they filed form 15c-211 through Pennaluna & Co in May 2007 for listing on the Pink Sheets, which failed for some undisclosed reason. Perhaps this new application to the OTCBB will be successful.
EXHIBITS
From first quarter 2008 10Q (filed 5/15/2008)
In May 2008, Pennaluna & Co, a broker dealer, submitted a Form 15c-211 on our behalf to FINRA seeking to have our shares of common stock listed on the OTC Bulletin Board. No response has been received from FINRA to date. There can be no assurance we will be successful in this application.
From 10K for year ending 12/31/2007 (filed 4/03/2008)
In May 2007, Pennaluna & Co, a broker dealer, submitted a Form 15c-211 on our behalf to the Financial Industry Regulatory Authority ("FINRA") seeking to have our shares of common stock listed on the Pink Sheets. We were not successful in achieving a listing on the Pink Sheets with this submission which has now lapsed. We intend to seek a listing on the OTC Bulletin Board when we believe circumstances have become more favorable for our application.
Sounds like things are looking good so far. Hopefully this one will start trading before any major news comes out. I wonder how long it takes to start trading once you start the application process?
REGDEX/A paper filing on 6/4/2008 indicates unregistered shares were sold within the previous 15 days. My crude understanding of this filing and exemption from registration leads me to believe the shares in the offering are restricted, but the filing does not indicate the size of the sale. I assume the next 10Q will provide details. Perhaps the sale was to raise some or all of the $250,000 outlined in the first quarter 10Q which is excerpted below.
Second Quarter
We will seek to complete the $250,000 in an initial private placement, which we
anticipate having commenced at some stage during the first quarter. If we are
unable to complete the proposed initial private placement by the end of the
second quarter, we will continue our efforts to complete the proposed initial
private placement in the third and, if necessary, in the fourth quarter.
In the meantime, we have indicated above, the way in which we will adapt and
adjust our proposed business plan if we are able to raise only 25%, 50% or 75%
of our proposed initial private placement. If we were unable to raise even 25%
of our proposed initial private placement, we will seek to progress our business
plan through the personal efforts and funding provided by the board of directors
and by working with consultants prepared to accept shares of our common stock as
compensation.
During this quarter, we plan to establish a basic website and start compiling a
database of existing paintball parks and related businesses and potential
locations for new paintball parks. We will begin to build our online directory
as we obtain information from existing paintball parks.
We shall accelerate the implementation of our business plan by increasing our
contacts with owners of paintball parks and assets that may be interested in
selling to these assets, real estate agents who may be able to introduce us to
land owners interested in developing their land as a paintball park, paintball
executives who may wish to become part of our team and potential investment
partners who may be interested in providing us with the necessary funds to
acquire our first paintball park together with the working capital required for
the acquired business.
For some reason they don't seem to be in any hurry to get it listed to trade. They started the process in May 2007 to list on the Pink Sheets which has few standards to meet, and this company is current with SEC filings!
Hopefully we can get in on the ground floor when this starts trading!
From 10Q filed 5/15/2008.
OVERVIEW
We are a development stage corporation, incorporated on May 8, 2001 in the State
of Texas, which plans to own and operate paintball facilities and to provide
services and products in connection with paintball sport activities at our
facilities and through a website. The website has not been developed at this
time.
We exhausted our available funding during the year ended December 31, 2004 and
were forced to reduce our operations to a subsistence level for much of the year
ended December 31, 2004 and the year ended December 31, 2005. Subsequently,
during the years ended December 31 2007 and 2006, we were able to raise
sufficient further interim funding and issue shares of our common stock as
compensation to certain consultants to accelerate the implementation of our
proposed business plan. However, so far we have been unable to raise the
additional funding required to fully implement our proposed business plan.
On October 11, 2007, we filed a Form 10-SB12G with the Securities and Exchange
Commission (SEC) seeking to become a fully reporting company pursuant to Section
12 (g) of the Securities Exchange Act of 1934. The filing became effective on
December 10, 2007, at which time we succeeded in becoming a fully reporting
company pursuant to Section 12 (g) of the Securities Exchange Act of 1934.
15
<PAGE>
In May 2008, Pennaluna & Co, a broker dealer, submitted a Form 15c-211 on our
behalf to FINRA seeking to have our shares of common stock listed on the OTC
Bulletin Board. No response has been received from FINRA to date. There can be
no assurance we will be successful in this application.
It is our current intention, within our existing level of funding, to continue
to accelerate progress on the implementation of our proposed business while at
the same time seeking to obtain a listing on the OTC Bulletin Board. We believe
that a listing on the OTC Bulletin Board will enable us to raise sufficient new
equity to fully implement our business plan, or alternatively, if we are unable
to raise sufficient new equity to fully implement our business plan, once we
have obtained a listing on the OTC Bulletin Board we will be able to build our
business through the purchase of paintball businesses and assets in return for
the issue of shares of our common stock. There can be no assurance we will be
able to successfully complete any of these proposed transactions.
At present, we have brought our financial books and records up to date, become a
fully reporting company pursuant to Section 12 (g) of the Securities Exchange
Act of 1934, appointed a highly experienced paintball executive as our
non-executive director, initiated an up date of our initial business plan to
reflect recent developments within the paintball sector, appointed a consultant
to seek potential acquisition targets within the paintball sector and intend to
launch a website to sell paintball products shortly.
If we are successful in raising further equity finance we plan to establish
corporate offices, hire senior management, conduct feasibility studies for real
estate acquisitions for paintball locations, purchase land and equipment for
operating paintball parks, purchase inventory for resale and develop our website
for marketing our paintball games and miscellaneous services via the Internet.
We will consider acquiring existing underperforming paintball parks where we can
create value through new capital expenditure and the application of state of the
art marketing and operating disciplines. We will also consider acquiring
existing, established, profitable paintball parks as a means of establishing
rapidly a critical mass of profitable operations. We would need to raise
substantial funds to complete this business plan and there can be no assurance
that we will be able to raise sufficient equity to fund our strategy.
PLAN OF OPERATIONS
We intend to attempt to raise $250,000 in an initial private placement during
2008 to fund our business plan.
Our proposed operating budget for the next twelve months is:
Accounting and legal expenses $ 10,000
Salaries and wages 100,000
Feasibility 50,000
Marketing 30,000
Development of website 10,000
Travel and administrative 25,000
Office expenses 25,000
-------------
$250,000
=============
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<PAGE>
If we are successful in raising further equity finance, we plan to establish
corporate offices, hire senior management, conduct feasibility studies for real
estate acquisitions for paintball locations, purchase land and equipment for
operating paintball parks, purchase inventory for resale and develop our website
for marketing our paintball games and miscellaneous services via the Internet.
We will consider acquiring existing underperforming paintball parks where we can
create value through new capital expenditure and the application of state of the
art marketing and operating disciplines. We will also consider acquiring
existing, established, profitable paintball parks as a means of establishing
rapidly a critical mass of profitable operations. We would need to raise
substantial funds to complete this business plan and there can be no assurance
that we will be able to raise sufficient equity to fund our strategy.
From 10K filed 4/3/2008
ANTICIPATED TIME TABLE FOR ACHIEVING OUR OBJECTIVES
During the next twelve months we expect to take the following steps in
connection with our plan to achieve our initial objectives:
First Quarter
Our focus of activities in the next three months will be on raising an initial
private placement of $250,000.
We will seek to raise $250,000 in an initial private placement by approaching a
number of high net worth individuals, who we believe may be interested in
investing in us.
During this period we shall also work on developing our business plan. This will
include beginning to make contacts with owners of paintball parks and assets
that may be interested in selling to these assets, real estate agents who may be
able to introduce us to land owners interested in developing their land as a
paintball park, paintball executives who may wish to become part of our team and
potential investment partners who may be interested in providing us with the
necessary funds to acquire our first paintball park together with the working
capital required for the acquired business.
We believe that we can complete these activities with our existing available
funding without need for additional funding at this stage.
Second Quarter
We will seek to complete the $250,000 in an initial private placement, which we
anticipate having commenced at some stage during the first quarter. If we are
unable to complete the proposed initial private placement by the end of the
second quarter, we will continue our efforts to complete the proposed initial
private placement in the third and, if necessary, in the fourth quarter.
In the meantime, we have indicated above, the way in which we will adapt and
adjust our proposed business plan if we are able to raise only 25%, 50% or 75%
of our proposed initial private placement. If we were unable to raise even 25%
of our proposed initial private placement, we will seek to progress our business
plan through the personal efforts and funding provided by the board of directors
and by working with consultants prepared to accept shares of our common stock as
compensation.
During this quarter, we plan to establish a basic website and start compiling a
database of existing paintball parks and related businesses and potential
locations for new paintball parks. We will begin to build our online directory
as we obtain information from existing paintball parks.
We shall accelerate the implementation of our business plan by increasing our
contacts with owners of paintball parks and assets that may be interested in
selling to these assets, real estate agents who may be able to introduce us to
land owners interested in developing their land as a paintball park, paintball
executives who may wish to become part of our team and potential investment
partners who may be interested in providing us with the necessary funds to
acquire our first paintball park together with the working capital required for
the acquired business.
Third Quarter
We will continue to compile our database of existing paintball parks and related
businesses and potential locations for new paintball parks and at the same time
expand our online directory as we obtain increasing amounts of information from
existing paintball parks.
We will begin to finalize selection of a team of experienced paintball
executives who have expressed an interest in becoming part of our management
team. We will work these executives to establish criteria and a formal process
to evaluate the potential acquisition of existing paintball parks or sites for
new paintball parks.
12
<PAGE>
We will begin a systematic program of contacting all know paintball park owners
and land owners who have expressed an interest in developing their land as a
paintball park to establish if they have any interest in selling their assets to
us or merging their operations in with ours.
Where existing paintball park owners or land owners express any interest in
selling their assets to us or merging their operations in with ours we will
enter into initial discussions to obtain more relevant information and explore
possible terms of acquisition.
Fourth Quarter
We will continue with our program of building our database of existing paintball
parks and related businesses and potential locations for new paintball parks and
at the same time expand our online directory as we obtain increasing amounts of
information from existing paintball parks.
We will also continue our systematic program of contacting all know paintball
park owners and land owners who have expressed an interest in developing their
land as a paintball park to establish if they have any interest in selling their
assets to us or merging their operations in with ours.
Where we have entered into negotiations with existing paintball park owners or
land owners who have expressed any interest in selling their assets to us or
merging their operations, we will attempt to negotiate acquisition terms that
are acceptable to both parties and document such agreement in a signed contract,
subject to available to funding.
One we have a "locked in" an acquisition, we will develop a comprehensive
business plan including all relevant historic information about the target
acquisition, our proposed business plan for the acquisition target, profiles of
the management team we have assembled to implement our strategy and details of
the funding we are seeking to raise to complete the acquisition.
On the basis of this business plan we will seek to raise the necessary funding
to complete our targeted acquisition.
Subsequent Years
During the first twelve months of our operations, we plan to have completed an
initial private placement of $250,000, developed a database of existing
paintball parks and of potential locations for new paintball parks, established
a meaningful, distinctive web presence, identified a management team of
experienced a paintball executives committed to implementing our business plan,
identified, negotiated and contracted to complete our first proposed
acquisition, subject to funding, and developed a business plan to raise the
funding required to complete our first targeted acquisition.
After achieving the initial objectives we have set for ourselves in the first
twelve months, we intend to focus on raising the funding necessary to complete
the acquisition targets we believe we will have been able to identify, negotiate
and contracted to purchase, subject to funding.
If we are successful in raising the required funding, we will complete the
proposed acquisition and our prospective management team we have identified to
13
<PAGE>
will be responsible for implementing the business plan which we will have
developed specifically to create value for the specific acquisition that we will
have completed.
We believe that by assembling a team of highly experienced paintball executives
with proven talent we shall be able to add significant value to any paintball
operation we acquire. We can also add value by providing additional capital
investment and working capital as required.
If we are not successful in raising the required equity to complete our first
targeted acquisition, we will reassess our proposed acquisition and the business
plan we have adopted, revise and amend the plan as necessary, and persevere in
our efforts to raise the funding necessary to complete the targeted acquisition.
At the same time, we will continue to develop our strategy of maintaining and
continually updating our database of existing paintball parks and of potential
locations for new paintball parks, together with the related online directory of
existing paintball parks, as a source from which to identify and negotiate
further acquisitions.
We will need to raise further equity to fund such ongoing activities.
We believe we will be able to build our business on a sustained basis by
acquiring and developing:
- new, green field sites;
- former paintball facilities in strong locations which have closed down
through lack of funding and management expertise;
- existing paintball facilities in strong locations which are under
performing due to lack of funding and management expertise;
- existing successful, profitable paintball facilities where owners and
management wish to expand their operations and roles by accepting
positions with us.
Initially, we will continue to seek funding on an acquisition by acquisition
basis and until we have achieved the critical mass, momentum and track record to
be able to raise funds on the basis of our existing operations rather than
specific, add on acquisitions.
While are strategy is based on expansion through the acquisition and development
of new or existing paintball parks, we will not lose sight of the fact we must
insure we recruit, train and retain the best possible management and staff and
adopt a regime of best business practices to maximize the operating capabilities
of the sites we acquire and develop.
There can be no guarantee that we will be successful in identifying paintball
businesses or assets that we wish to acquire, that we will be able to negotiate
the acquisition of any such businesses or assets on terms that are acceptable to
us, that we will be able to raise the funding necessary to complete the
acquisitions we wish to complete or that having completed the acquisition of any
such businesses and assets we will be able to operate them on a profitable
basis.
Apparently not yet, but may in the near future.
From 10-12G/A Filed on 11/29/2007
THERE IS NO PUBLIC MARKET FOR OUR SHARES AND SHOULD BE CONSIDERED AN ILLIQUID INVESTMENT.
There is currently no market for any of our shares and no assurances are given that a public market for such securities will develop or be sustained if developed. We have an application filed on our behalf by a market maker for approval of our shares of common stock to be listed on the Pink Sheets. It is our intention to have an application filed on our behalf by a market maker for our shares of common stock to be quoted on the OTC Bulletin Board quotation system subject to effectiveness of the Registration Statement. There is no guarantee that our shares of common stock will ever trade on the OTC Bulletin Board or in any other venue. Consequently investors may not be able to readily sell of any shares purchased
WE ARE NOT LISTED ON ANY PUBLICLY QUOTED STOCK EXCHANGE
Failure to obtain a listing on the OTC Bulletin Board will adversely effective our ability to raise new equity or to acquire another entity with experienced management and opportunities for growth in return for shares of our common stock in an attempt to create value for our shareholders.
WE ARE NOT A REPORTING COMPANY AT THIS TIME, BUT WILL BECOME ONE DUE TO THIS REGISTRATION.
There is no trading market for our Common Stock. We will be subject to the reporting requirements under the Securities and Exchange Act of 1934,Section 13a,after the effectiveness of this registration statement under Section 12(g). As a result, Shareholders will have access to the information required to be reported by publicly held companies under the Exchange Act and the regulations thereunder. We intend to provide our Shareholders with quarterly unaudited reports and annual reports containing financial information prepared in accordance with generally accepted accounting principles audited by independent certified public accountants.
THE REGULATION OF PENNY STOCKS BY SEC AND NASD MAY HAVE A CHILLING EFFECT ON THE TRADABILITY OF OUR SECURITIES.
Our securities do not trade in any market and, if they are ever available for trading, will be subject to a Securities and Exchange Commission rule that imposes special sales practice requirements upon broker-dealers who sell such securities to persons other than established customers or accredited investors. For purposes of the rule, the phrase "accredited investors" means, in general terms, institutions with assets in excess of $5,000,000, or individuals having a net worth in excess of $1,000,000 or having an annual income that exceeds $200,000 (or that, when combined with a spouse's income, exceeds $300,000). For transactions covered by the rule, the broker-dealer must make a special suitability determination for the purchaser and receive the purchaser's written agreement to the transaction prior to the sale. Consequently, the rule may affect the ability of broker-dealers to sell our securities and also may affect the ability of purchasers in this offering to sell their securities in any market that might develop therefore.
In addition, the Securities and Exchange Commission has adopted a number of rules to regulate "penny stocks." Such rules include Rules 3a51-1, 15g-1, 15g-2, 15g-3,15g-4,15g-5, 15g-6, 15g-7,and 15g-9 under the Securities and Exchange Act of 1934, as amended. Because our securities constitute "penny stocks" within the meaning of the rules, the rules would apply to us and to our securities. The rules may further affect the ability of owners of Shares to sell our securities in any market that might develop for them.
Shareholders should be aware that, according to Securities and Exchange Commission, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. Such patterns include (i) control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; (ii) manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; (iii) "boiler room" practices involving high-pressure sales tactics and unrealistic price projections by inexperienced sales persons;(iv) excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and(v) the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired consequent investor losses.
Our management is aware of the abuses that have occurred historically in the penny stock market. Although we do not expect to be in a position to dictate the behavior of the market or of broker-dealers who participate in the market, management will strive within the confines of practical limitations to prevent the described patterns from being established with respect to our securities.
OUR STOCK WILL IN ALL LIKELIHOOD BE THINLY TRADED AND AS A RESULT YOU MAY BE UNABLE TO SELL AT OR NEAR ASK PRICES OR AT ALL IF YOU NEED TO LIQUIDATE YOUR SHARES.
The Shares of our Common Stock may be thinly-traded on the OTC Bulletin Board, meaning that the number of persons interested in purchasing our shares of common stock at or near ask prices at any given time may be relatively small or non-existent. This situation is attributable to a number of factors, including the fact that we are a small company which is relatively unknown to stock analysts, stock brokers, institutional investors and others in the investment community that generate or influence sales volume, and that even if we came to the attention of such persons, they tend to be risk-averse and would be reluctant to follow an unproven, early stage company such as ours or purchase or recommend the purchase of our shares of Common Stock until such time as we became more seasoned and viable. As a consequence, there may be periods of several days or more when trading activity in our shares of Common Stock is minimal or non-existent, as compared to a seasoned issuer which has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on Securities price. We cannot give you any assurance that a broader or more active public trading market for our shares of Common Stock will develop or be sustained, or that any trading levels will be sustained. Due to these conditions, we can give investors no assurance that they will be able to sell their shares of Common Stock at or near ask prices or at all if you need money or otherwise desire to liquidate your shares of common stock of our Company.
OUR BUSINESS IS HIGHLY SPECULATIVE AND THE INVESTMENT IS THEREFORE VERY RISKY.
Due to the speculative nature of our business, it is possible that the investment in the shares of our Common Stock offered hereby will result in a total loss to the investor. Investors should be able to financially bear the loss of their entire investment. Investment should, therefore, be limited to that portion of discretionary funds not needed for normal living purposes or for reserves for disability and retirement.
DILUTION TO STOCKHOLDERS MAY OCCUR THROUGH REDUCTION OF PERCENTAGE SHAREOWNERSHIP FOLLOWING RAISING ADDITIONAL EQUITY OR SHARE ISSUANCES RELATING TO ANY BUSINESS COMBINATION.
Our primary plan of operation is based upon raising further equity or completing a business combination with a private concern which, in all likelihood, would result in us issuing securities to new stockholders. The issuance of previously
authorized and unissued shares of our common stock would result in reduction in percentage of shares owned by present and prospective stockholders and may result in a change in control or management. In addition, any issue of new equity, merger or acquisition can be expected to have a significant dilutive effect on the percentage of the shares held our stockholders.
OUR CHIEF EXECUTIVE OFFICER HAS THE ABILITY TO EFFECTIVELY CONTROL SUBSTANTIALLY ALL ACTIONS TAKEN BY STOCKHOLDERS.
Mr. Cutler, currently our director, Chief Executive Officer and Chief Financial Officer owns in excess of our 50% of our share capital and consequently is able to effectively control substantially all actions taken by our stockholders,
including the election of directors. Such concentration of ownership could also have the effect of delaying, deterring or preventing a change in control that might otherwise be beneficial to stockholders and may also discourage acquisition bids for us and limit the amount certain investors may be willing to pay for shares of common stock.
LOSS OF CONTROL BY OUR PRESENT MANAGEMENT AND STOCKHOLDERS MAY OCCUR UPON ISSUANCE OF ADDITIONAL SHARES.
We may issue further Shares as consideration for the cash or assets or services out of our authorized but unissued Common Stock that would, upon issuance,represent a majority of our voting power and equity. The result of such an issuance would be those new stockholders and management would control us, and persons unknown could replace our management at this time. Such an occurrence would result in a greatly reduced percentage of ownership of us by our current Shareholders.
Is this trading currently, Scottrade had no information except the o/s at 1.6 mil.
Flurry of SEC filings in January 2008.
http://sec.gov/Archives/edgar/data/1269022/000107258808000023/sc13djhbrech.txt
http://sec.gov/Archives/edgar/data/1269022/000107258808000029/sc13darmstrong.txt
http://sec.gov/Archives/edgar/data/1269022/000107258808000031/sc13dmargolis.txt
http://sec.gov/Archives/edgar/data/1269022/000107258808000035/sc13dperlmutter.txt
Enter; David Cutler
In October 2005, our two founding shareholders and our existing director and officers, Barbara J. Smith and Alton K. Smith ("the Smiths"), entered into a mutual release agreement with us and our shareholders. Under the terms of the
agreement, the Smiths appointed Mark A. Armstrong as a new director, transferred 320,000 of their shares of common stock to Mr. Armstrong, and then submitted their resignations as a director and officers. In return for their resignations
and their transfer of shares to Mr. Armstrong, the Company and its shareholders irrevocably released the Smiths from any and all actions, complaints and liabilities that may have been outstanding against the Smiths.
In August 2006, Mr. Armstrong appointed David J. Cutler as a new director and subsequently resigned from the Board of Directors. Mr. Cutler then undertook to use his best efforts to accelerate the implementation of our business plan, settle our outstanding liabilities, bring our financial statements up to date, seek a listing for us on the OTC Bulletin Board, raise new equity and recruit a senior management team that would fully implement our proposed business plan. If we were to be unable to raise sufficient funds to grow our business organically but were able to obtain a listing on the OTC Bulletin Board the intention was to build our business through the purchase of paintball businesses and assets in return for the issue
of shares of our common stock. There could be no assurance that this sequence of events could be successfully completed. In return for accepting his appointment with us, Mr. Cutler was issued 2,530,376 shares of our common stock, making him the Company's controlling shareholder.
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Atomic Paintball Inc.
Atomic Paintball, Inc is a development stage company which plans to own and operate paintball facilities and to provide services and products in connection with paintball
sport activities at its facilities and through a website.
Reporting Status | U.S. Registered & Reporting: SEC Filer |
Audited Financials | Not Available |
Latest Report | |
CIK | 0001269022 |
Fiscal Year End | 5/31 |
OTC Market Tier | OTCQB |
SIC - Industry Classification | 7900 - Services-Amusement & Recreation Services |
Business Status | Blank Check a/o Sep 30, 2008 |
Shell | |
Incorporated In: | TX, USA |
Year of Inc. | 2001 |
Employees | 1 a/o Sep 30, 2008 |
Don Mark Dominey | Dir., CEO, CFO |
Shirley L. Heller | Secretary |
Don Mark Dominey | Dir. |
Jeffrey Perlmutter | Dir. |
Stephen W. Weathers | Dir. |
N/A
Market Value1 | $2,089,274 | a/o Mar 29, 2011 |
Shares Outstanding | 4,178,549 | a/o Aug 11, 2010 |
Float | 1,400,000 | a/o Sep 30, 2008 |
Authorized Shares | 10,000,000 | a/o Sep 30, 2008 |
Par Value | N/A |
Shareholders of Record | 70 | a/o Sep 30, 2008 |
Beneficial Shareholders |
Reporting Status | U.S. Registered & Reporting: SEC Filer |
Audited Financials | Not Available |
Latest Report | |
CIK | 0001269022 |
Fiscal Year End | 5/31 |
OTC Market Tier | OTCQB |
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Atomic Paintball, Inc is a development stage company which plans to own and operate paintball facilities and to provide services and products in connection with paintball
sport activities at ita facilities and through a website.
Form 10-Q for ATOMIC PAINTBALL INC
22-Nov-2010
Quarterly Report
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with the consolidated financial statements and notes thereto and the other financial information included elsewhere in this report. This discussion contains forward-looking statements that involve risks and uncertainties. You are urged to carefully consider these factors, as well as other information contained in this Quarterly Report on Form 10-Q and in our other periodic reports and documents filed with the SEC.
OVERVIEW
We were incorporated on May 8, 2001, in the State of Texas, as a development stage corporation which plans to own and operate paintball facilities and to provide services and products in connection with paintball sport activities at its own facilities and through our website www.atomicpaintballparks.com.
During ended December 31, 2009 and the nine months ended June 30, 2010, we focused on completing those actions necessary to the implement our business plan.
On June 30, 2009, the Company filed a voluntary petition for relief in the United States Bankruptcy Court, Northern District of Texas, Dallas District under Chapter 7 of Title 7 of the U.S. Bankruptcy Code, case number 09-34008-7. In Under Chapter 7, all claims against the Debtor in existence prior to the filing of the petition of relief under U.S. Bankruptcy Code are stayed.
On October 1, 2009, David Cutler, the sole officer and director of the Company and a creditor in the proceeding, and the bankruptcy trustee filed a Motion for an Order Approving Bondholder Settlement. Such motion was objected to by a group of the Company's shareholders consisting of J.H. Brech, LLC, Harry McMillan, Charles Webb, Don Mark Dominey, Mark Armstrong, David Myers and John E. Bradley ("Objecting Shareholders").
On October 30, 2009, the Objecting Shareholders filed a Motion to Dismiss the Chapter 7 Case.
On January 20, 2010, the Court dismissed the Chapter 7 proceedings as a result of the obtainment and execution of a Settlement Agreement (the Settlement Agreement) between the Company, its existing management and the Objecting Shareholders of the Company.
Liquidity and Capital Resources
At September 30, 2010, we had total current assets of $85 consisting solely of cash, no operating business or other source of income, total current liabilities totaling $155,180 and a stockholder' deficit of $298,828.
In our financial statements for the fiscal years ended December 31, 2009 and 2008, the Report of the Independent Registered Public Accounting Firm includes an explanatory paragraph that describes substantial doubt about our ability to continue as a going concern. Our financial statements for the fiscal years ended December 31, 2009 and 2008, have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. At September 30, 2010, we reported an accumulated deficit of $1,026,836.
Short Term.
On a short-term basis, we do not generate any revenue or revenues sufficient to cover operations. Based on prior history, we will continue to have insufficient revenue to satisfy current and recurring liabilities as it seeks explore. For short term needs we will be dependent on receipt, if any, of offering proceeds.
Capital Resources
We have only common stock as our capital resource.
We have no material commitments for capital expenditures within the next year, however if operations are commenced, substantial capital will be needed to pay for acquisition and working capital.
Need for Additional Financing
We do not have capital sufficient to meet our cash needs. We will have to seek loans or equity placements to cover such cash needs. Once full operations commence, our needs for additional financing is likely to increase substantially.
No commitments to provide additional funds have been made by our management or other stockholders. Accordingly, there can be no assurance that any additional funds will be available to us to allow it to cover our expenses as they may be incurred.
RESULTS OF OPERATIONS
THREE MONTHS ENDED SEPTEMBER 30, 2010 COMPARED TO THE THREE MONTHS ENDED
SEPTEMBER 30, 2009
During the three months ended September 30, 2010 and 2009, we did not recognize any revenue from operations.
During the three months ended September 30, 2010, the operational income of $1,339 compared to operational losses of $20,489 for the three months ended September 30, 2009. The decrease of $21,828 in operational losses was a result
$21,828 decrease in general and administrative expenses. The decrease over the prior period was due to the fact that in the prior period the Company had incurred expenses in connection with the bankruptcy filing.
During the three months ended September 30, 2010, we recognized a net loss of $1,029 compared to a net loss of $24,399 during the three months ended September 30, 2009. The $23,370 decrease in losses is a result of the $21,828 decrease in general and administrative expenses losses combined with a $1,542 decrease in interest expense.
NINE MONTHS ENDED SEPTEMBER 30, 2010 COMPARED TO THE NINE MONTHS ENDED SEPTEMBER
30, 2009
During the nine months ended September 30, 2010 and 2009, we did not recognize any revenue from operations.
During the nine months ended September 30, 2010, the operational loss of $232,636 compared to operational losses of $84,734 for the nine months ended September 30, 2009. The increase of $147,902 in operational losses was a result of an increase of $147,902 in general and administrative expenses, which was a result of an increase in legal and accounting fees in connection with our dismissal from bankruptcy proceedings, the filing of our annual report and the requirements of holding a shareholders meeting.
During the nine months ended September 30, 2010, we recognized net loss of $238,424 compared to a net loss of $94,039 during the nine months ended September 30, 2009. The $144,385 increase in net losses is a result of the $147,902 increase in general and administrative expenses offset by a $3,517 decrease in interest expense.
CASH FLOW INFORMATION FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2010 COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 2009
At September 30, 2010, we had total current assets of $85 consisting solely of cash, no operating business or other source of income, total current liabilities totaling $155,180 and a stockholder' deficit of $298,828.
Net cash used by operations during the nine months ended September 30, 2010 was $11,761 compared to net used by operations of $73,034 for the nine months ended September 30, 2009. During the nine months ended September 30, 2010, net losses of $238,424 was adjusted by the non-cash item of $90,000 in issuing common stock for services and a $2,000 contribution of services. During the nine months ended September 30, 2009, net losses of $94,039 were adjusted for the non- cash item of $4,964 gain in settlement of liabilities.
During the nine months ended September 30, 2010 and 2009, the we did not receive or use any funds in investing activities.
During the nine months ended September 30, 2010, we received $11,846 from financing activities. During the nine months ended September 30, 2009, we received $73,084 from financing activities.
Since his appointment on August 31, 2006 and through December 31, 2008, Mr. Cutler, was our sole officer and a director, has made advances to us of $237,687 by way of a loan. These funds are used to support our ongoing operating costs and settle certain outstanding liabilities. In December 2006, Mr. Cutler converted $30,000 of his loan into 697,674 shares of common stock. In March 2007, Mr. Cutler converted an additional $30,000 of his loan into an additional 697,674 shares of our common stock. At December 31, 2009 and 2008, the Company owed Mr. Cutler $168,060 and $113,486, respectively.
As of January 20, 2010, David J. Cutler was released and discharged of from all claims by the Company and that the Company is released and discharged from all claims by Mr. Cutler. During the six months ended March 31, 2010, the Company recorded a gain of $199,218 on amounts owed to Mr. Cutler consisting on accrued Directors fees of $15,000, accrued interest of $16,158 and notes payable of $168,060.
On March 29, 2010, the Company entered into a $143,733 Commercial Promissory Note with JH Brech, LLC. The Note is for $143,733 with 6% interest per annum due two years from the date of the Note. Under the terms of the Note, JH Brech has the right to convert all or part of the principal balance of the Note to common stock of the Company at $0.50. At September 30, 2010, accrued interest amounted to $4,371.
As of January 20, 2010, David J. Cutler has surrendered 3,530,255 shares of the common stock of the Company for retirement to treasury.
In January 2010, the Company issued a total of 20,000 shares of common stock valued at $10,000 ($.50 per share) for services.
In February 2010 the Company issued a total of 200,000 shares of common stock valued at $80,000 ($.40 per share) to Directors for services.
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