graphics are ok.
sound was abrasive.
controls were the breaking point for me. relative controls for a topdown just don't make sense. if you'd made it absolute this would be much more playable.
wasd to move (in absolute directions) mouse to aim and fire.
and if you don't like that because it doesn't simulate reality enough, you could use the mouse for relative directional control.
either way, it's a game that if you brushed up on your flash and programming skills for awhile and approached with a more game-design oriented mindset, with a few more years of experience, you could have something with a respectable rating here.