UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Atomic Paintball, Inc.
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(Name of Issuer)
Common Stock, no par value
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(Title of Class of Securities)
04961 Q 10 1
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(CUSIP Number)
David J. Cutler
2460 W. 26th Ave., Suite 380-C
Denver, CO 80211
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(Name and Address of Person Authorized to
Receive Notices and Communications)
December 10, 2007
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. [ ]
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE 13D
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Page 2 of 6 Pages
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1 NAME OF REPORTING PERSON:
David J. Cutler
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS 00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom
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7 SOLE VOTING POWER
INCLUDING OPTIONS 3,925,724
NUMBER OF -------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH -------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH INCLUDING OPTIONS 3,925,724
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10 SHARED DISPOSITIVE POWER 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,925,724
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
54.3%
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14 TYPE OF REPORTING PERSON IN
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Page 3 of 6 Pages
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Item 1. Security and Issuer
This statement on Schedule 13d relates to shares of common stock, no par
value, of Atomic Paintball, Inc., a Texas corporation ("ATOC"). The address of
the principal executive offices of ATOC is 2460 W. 26th Avenue, Suite 380-C
Denver, Colorado 80211.
Item 2. Identity and Background
(a) This statement on Schedule 13d is being filed on behalf David J.
Cutler.
(b) David J. Cutler's business address is 2460 W. 26th Ave., #380-C,
Denver, CO 80211.
(c) Mr. Cutler is a principal of the Issuer. Mr. Cutler became our director
and officer in August 2006. Mr. Cutler has more than 20 years of experience in
international finance, accounting and business administration. He held senior
positions with multi-national companies such as Reuters Group Plc and the
Schlumberger Ltd. and has served as a director for two British previously
publicly quoted companies -- Charterhall Plc and Reliant Group Plc. From March
1993 until 1999, Mr. Cutler was a self-employed consultant providing accounting
and financial advice to small and medium-sized companies in the United Kingdom
and the United States. Mr. Cutler was Chief Financial Officer and subsequently
Chief Executive Officer of Multi-Link Telecommunications, Inc., a publicly
quoted voice messaging business, from 1999 to 2005. Since April 2005, Mr. Cutler
has been Chief Executive Officer, Chief Financial Officer and a director of
Aspeon, Inc., a publicly listed shell company. Since March 2006, Mr. Cutler has
been Chief Executive Officer, Chief Financial Officer and a director of Concord
Ventures, Inc. (formerly Cavion Technologies, Inc.), a publicly listed shell
company. Mr. Cutler has a masters degree from St. Catherine College in
Cambridge, England and qualified as a British Chartered Accountant and as
Chartered Tax Advisor with Arthur Andersen & Co. in London. He was subsequently
admitted as a Fellow of the UK Institute of Chartered Accountants. Since
arriving in the United States, Mr. Cutler has qualified as a Certified Public
Accountant, a Fellow of the AICPA Institute of Corporate Tax Management, a
Certified Valuation Analyst of the National Association of Certified Valuation
Analysts and obtained an executive MBA from Colorado State University.
(d) David J. Cutler has not, during the last five years, been convicted in
a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) David J. Cutler has not, during the last five years, been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws.
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Page 4 of 6 Pages
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(f) David J. Cutler is a citizen of the United Kingdom.
Item 3. Source and Amount of Funds or Other Consideration
In August 2006, Mr. Cutler was issued with 2,530,376 shares of Atomic
Paintball, Inc. common stock as an inducement to accept an appointment as our
Chief Executive Officer.
In December 2006, Mr. Cutler was issued with 697,674 shares of Atomic
Paintball, Inc. common stock to covert $30,000 of debt he had provided to the
company to meet expenses into equity.
In March 2007, Mr. Cutler was issued with a further 697,674 shares of
Atomic Paintball, Inc. common stock to covert $30,000 of debt he had provided to
the company to meet expenses into equity.
Item 4. Purpose of Transaction
The circumstances surrounding Mr. Cutler's acquisition of shares of Atomic
Paintball, Inc. common stock are explained in Item 3 above.
Mr. Cutler does not currently have any new plans or proposals, either
individually or collectively with another person or company, which relates to or
would result in:
(a) The acquisition by any person of additional securities of ATOC, or the
disposition of securities of ATOC;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving ATOC or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of ATOC or any of its
subsidiaries;
(d) Any change in the present board of directors or management of ATOC,
including any plans or proposals to change the number of term or directors or to
fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend policy of
ATOC;
(f) Any other material change in ATOC's business or corporate structure;
(g) Changes in ATOC's charter, bylaws or instruments corresponding thereto
or other actions which may impede the acquisition of control of NFS by any
person;
(h) Causing a class of securities of ATOC to be delisted from a national
securities exchange or to cease to be authorized to be quoted in an inter-dealer
system of a registered national securities association;
(i) A class of equity securities of ATOC becoming eligible for termination
of registration pursuant to Section 12(g)(4) of the Act; or
(j) Any action similar to any of those enumerated above.
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Page 5 of 6 Pages
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Item 5. Interest in Securities of the Issuer
The percentages of outstanding shares of ATOC common stock reported below
are based on the statement that as of September 30, 2007 there were 7,132,804
shares of ATOC common stock outstanding.
(a) Mr. Cutler beneficially owns or may be deemed to beneficially own
3,925,724 shares of ATOC common stock.
(b) For information regarding the number of shares of ATOC common stock as
to which Mr. Cutler holds or shares or may be deemed to hold,
reference is made to items (7) - (12) of the cover page for this
statement on Schedule 13D.
(c) Other than the purchases as set forth herein, there have been no other
transactions in shares of ATOC common stock effected by Mr. Cutler
during the past 60 days, except for those purchases reflected in prior
amendments to Schedule 13d, as filed, specifically, amendments 2-7,
inclusive.
(d) No person other than Mr. Cutler has the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale
of, the shares of Mr. Cutler common stock reported as being
beneficially owned (or which may be deemed to be beneficially owned)
by Mr. Cutler.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer
David J. Cutler has no contracts, arrangements, understandings or
relationships (legal or otherwise) with other persons with respect to the
securities of ATOC, other than as described in this statement on Schedule 13d.
Item 7. Material to be Filed as Exhibits
None.
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Page 6 of 6 Pages
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Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: February 16, 2010
/s/ David J. Cutler
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David J. Cutler