UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549



                                    FORM 10-K


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

         For the fiscal year ended December 31, 2008

                                       Or

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

         For the transition period from _________ to _____________


                        Commission file number: 000-53464

                    INTERNATIONAL PAINTBALL ASSOCIATION, INC.

             (Exact name of registrant as specified in its charter)


            Colorado                                          20-1207864
----------------------------------                   ------------------------
 State or other jurisdiction of                         I.R.S. Employer
  incorporation or organization                        Identification No.

          501 Trophy Lake Drive, Ste 314, PMB 106,Trophy Club, TX 76262
------------------------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

               Registrant's telephone number, including area code:
               --------------------------------------------------
                                 (817) 491-8611

           Securities registered pursuant to Section 12(b) of the Act:

 Title of each class registered                        Name of each exchange
                                                       on which registered
----------------------------------               ------------------------
         Not Applicable                                  Not Applicable

           Securities registered pursuant to Section 12(g) of the Act:
                           Common Stock; no par value
                           --------------------------
                                (Title of class)


<PAGE>



Indicate by check mark if the  registrant is a well-known  seasoned  issuer,  as
defined in Rule 405 of the Securities Act. Yes |_| No |X|


Indicate  by  check  mark if the  registrant  is not  required  to file  reports
pursuant to Section 13 or Section 15(d) of the Act. |_|

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 |X| No |_|

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K (ss.  229.405 of this chapter) is not contained  herein,  and
will not be  contained,  to the best of  registrant's  knowledge,  in definitive
proxy or information  statements  incorporated  by reference in Part III of this
Form 10-K or any amendment to this Form 10-K.
                                                             |X|

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
definitions  of "large  accelerated  filer,"  "accelerated  filer" and  "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check One).

Large accelerated filer  [___]          Accelerated filer                  [___]
Non-accelerated filer    [___]          Smaller reporting company          [_X_]

Indicate by check mark whether the  Registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes |_| No |X|


There were  10,249,166  shares outstanding of the registrant's Common Stock
as of July 28, 2009.


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<TABLE>
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                                TABLE OF CONTENTS

                                                   PART I
                                                                                                    Page
                                                                                                    ----
ITEM 1                  Business                                                                    1
ITEM 1 A.               Risk Factors                                                                11
ITEM 1 B.               Unresolved Staff Comments                                                   16
ITEM 2                  Properties                                                                  16
ITEM 3                  Legal Proceedings                                                           16
ITEM 4                  Submission of Matters to a Vote of Security Holders                         16

                                                  PART II

ITEM 5                  Market for Registrant's Common Equity, Related Stockholder Matters and      16
ITEM 6                  Selected Financial Data                                                     20
ITEM 7                  Management's Discussion and Analysis of Financial Condition and Results of  20
ITEM 7 A.               Quantitative and Qualitative Disclosures About Market Risk                  24
ITEM 8                  Financial Statements and Supplementary Data                                 24
ITEM 9                  Changes in and Disagreements with Accountants on Accounting and Financial   24
ITEM 9 A.               Controls and Procedures                                                     24
ITEM 9 A(T).            Controls and Procedures                                                     25
ITEM 9B                 Other Information                                                           25

                                                  PART III

ITEM 10                 Directors, Executive Officers, and Corporate Governance                     25
ITEM 11                 Executive Compensation                                                      28
ITEM 12                 Security Ownership of Certain Beneficial Owners and Management and Related  31
ITEM 13                 Certain Relationships and Related Transactions, and Director Independence   32
ITEM 14                 Principal Accounting Fees and Services                                      33

                                                  PART IV

ITEM 15                 Exhibits, Financial Statement Schedules                                     34
SIGNATURES                                                                                          35

</TABLE>


<PAGE>



Note about Forward-Looking Statements

This From 10-K contains forward-looking  statements, such as statements relating
to our financial condition,  results of operations,  plans,  objectives,  future
performance and business  operations.  These  statements  relate to expectations
concerning  matters  that  are  not  historical  facts.  These   forward-looking
statements  reflect our current  views and  expectations  based largely upon the
information  currently  available  to us and are subject to  inherent  risks and
uncertainties.  Although we believe  our  expectations  are based on  reasonable
assumptions,  they are not  guarantees  of  future  performance  and there are a
number of important factors that could cause actual results to differ materially
from those expressed or implied by such  forward-looking  statements.  By making
these  forward-looking  statements,  we do not  undertake  to update them in any
manner  except as may be required by our  disclosure  obligations  in filings we
make with the Securities and Exchange  Commission  under the Federal  securities
laws.  Our  actual  results  may  differ  materially  from  our  forward-looking
statements.

                                     PART I

ITEM 1.  BUSINESS
-----------------


General

The  following  is a  summary  of  some  of the  information  contained  in this
document. Unless the context requires otherwise,  references in this document to
"International  Paintball"  or  the  "Company"  are to  International  Paintball
Association, Inc.

HISTORY OF INTERNATIONAL PAINTBALL ASSOCIATION, INC.
----------------------------------------------------

International   Paintball  Association,   Inc.,  a  Colorado  corporation,   was
incorporated in the State of Texas on May 8, 2004 as 4G Paintball,  Inc. and was
originally  based  in  Dallas,   Texas.  In  September  2008,  the  Company  was
re-domiciled in the state of Colorado.  The re-domicile was accomplished through
the merger of International Paintball Association's wholly-owned subsidiary. The
entity has retained the name International  Paintball  Association,  Inc. and is
based in Lakewood, Colorado. The Company was formed for the purpose of providing
services and products in connection with paintball sport  activities.  Paintball
sport  activities  are those  activities  by  persons  who are  using  paintball
equipment and accessories for  entertainment in various  interactions with other
paintball enthusiasts whether organized formally or in ad hoc activities.

In October 2008, the Company filed with the Securities and Exchange  Commission,
a  registration  statement  on Form 10 in  order to  become  a 12(g)  registered
company under the Securities Exchange Act of 1934. The Company classifies itself
as a Development Stage Enterprise.

International   Paintball's   primary  activities  to  date  have  consisted  of
organizing  the company,  conducting  an initial  round of private  financing to
obtain "seed" capital and designing a business plan,  including  interviews with
industry  participants,   visits  to  paintball  facilities,   locating  website
development firms,  architectural firm,  trademark  attorneys,  and suppliers of
paintball markers,  paintballs,  and equipment,  as well as real estate brokers.
The Company  has not engaged any of these  vendors and does not intend to engage
them until additional funds have been raised through  offerings of the Company's
common stock.

                                       1
<PAGE>




COMPANY OVERVIEW
----------------

The Company has  developed a business  plan to promote  products  for  paintball
activities,  which attempts to create,  brand  identity in paintball  sports and
creates a  sanctioning  body for  professional,  semi-professional  and  amateur
paintball  leagues and play.  As NASCAR is to stock car racing and the PGA is to
Golf,  International Paintball intends to attempt to become the sanctioning body
of the paintball sport.

The Company means to establish  uniform rules of paintball  tournament play with
standards  of  facilities,   play  uniform  scoring,   safety,  a  hierarchy  of
tournaments   and  a  system  of  ranking   players   and  teams,   among  other
organizational  pieces.  The Company  will draft these rules and  standards  and
require those who affiliate  with the  organization  to abide by these rules and
standards.  Management  believes that it can establish such rules and standards,
in a short  time  period,  but it will be up to the  public  and  players  as to
whether they are accepted as the Sanctioning Body, which could take years. There
are no  existing  sanctioning  bodies  in  paintball  sports  and  there  are no
professional or semi-professional  paintball players or leagues as of this date.
The Company's  business  plan is not  contingent  upon becoming the  sanctioning
body. There is no assurance that International Paintball can accomplish the goal
of becoming the sanctioning body of paintball play.

The Company  intends to create a  membership  organization,  in which  paintball
enthusiasts can become members and interact with fellow athletes and enthusiasts
and have access to products,  events and  tournaments  as part of its  marketing
plan.  International  Paintball  intends to  initially  attempt this through the
usage of the internet,  and by co-marketing with paintball vendors and suppliers
through advertising

The primary target market of International  Paintball is males ages 13-34.  This
age group's behavioral  attributes are considered unique and tough to address by
product marketing groups.  The Company believes  characteristics  of this group,
such  as,  a need for  consistent  feedback  and  recognition,  safety,  instant
gratification,  technology  based social lives and the desire for reality  based
experiences,  are  satisfied  by  the  sport  of  paintball.  For  example,  the
generation that grew up on reality television shows and considers the "Survivor"
model  to be the  norm,  are  thrilled  by the  adrenaline  rush of fast  paced,
realistic  paintball scenario play, where the "last man standing" is the winner.
The Company proposed to create a brand that has the life-style qualities of this
target market.

The Company's website, www.internationalpaintballassociation.com, is designed to
provide membership  registration and product sales, generating an initial source
of  revenue.  In the  future,  the  intent is to expand the  website  with added
services that include online  league/tournament  registration,  rules and safety
information,  realistic game scenarios, forums for competitive banter, forums to
share product recommendations,  update on paintball news, etc., or to just chat.
The  concept is that  traffic  will thus be driven to our IPA  online  store for
gear, accessories, apparel and paint purchases. As visitor volume increases, the
Company intends to seek advertising opportunities as another source of revenue.

International Paintball Association's Proposed Lines of Business

There are two major lines of proposed  business,  the first is product based and
the second,  acting as a governing  body of the paintball  sport,  involving the
provisioning  of services to members and affiliated  parks and  facilities.  The
product aspect of the model is intended to generate  direct  revenue,  while the
services segment may cover its own costs in the near term.

                                       2
<PAGE>




The  services  segment  should allow the Company to build market share and brand
recognition,  in anticipation of the creation of farm teams that  participate in
regional  tournaments  and pro  leagues,  which  would  allow for  tapping  into
spectator event generated  revenue,  as well as media coverage and sponsorships.
International  Paintball  intends  to  sponsor  "Farm  Teams"  (teams  of  local
paintball  players who  compete  against  each other on a local  level" in local
areas in conjunction with local parks or paintball  facilities starting in third
quarter  2009  where the  brand  "IPA"  will be used in  connection  with  local
businesses  as  financial  sponsors,   (generating  advertising  for  the  local
business) very similar to minor league  baseball  local teams.  This "Farm Team"
strategy  will be  financed  as part of the  overall  strategy,  planned  in 3rd
Quarter 2009.

Product Based Business

Although International  Paintball intends to be primarily a service provider, it
will also offer products to assist  customers in playing the sport.  In order to
assist in the  promotion of the sport we intend to develop a clothing  line,  to
allow  paintball  enthusiasts  a way to help  promote  the sport as well as show
support for the sport.  The  following  products and services will be offered to
the public via a website and at events with the goal of generating an additional
revenue stream for the Company.

The  Company is  currently  seeking  proposed  agreement(s)  with  distributors,
whereby  it will have  access to a  complete  line of  paintball  items  without
physically  handling  inventory  and  distribution.  In  connection  with  these
efforts,  the Company has obtained  products  lists,  and order  information for
product  lines in  paintball  products,  which are  available  wholesale or on a
private label basis.  International  Paintball has not ordered any at this time.
There are no assurances that the Company will be successful in these endeavors.

Currently,  (the) available product(s) on the Company's website (are from) third
party  suppliers  on an as  needed  basis,  and have no firm  long  term  supply
commitments.  The Company does not intend to manufacture any products,  nor does
it ever expect to do so. The product marketing, as planned, includes:

o        Gear, markers (guns), masks, vests, goggles, etc.
o        Consumables, i.e. paint balls themselves
o        Apparel
o        IPA logo items, such as shirts, hats, bags, etc.
o        Gifts and gift cards

Clothing - The Company  intends to provide a line of clothing to its  customers.
International  Paintball  will not  manufacture  the  clothing it may sell,  but
intends  to offer  designs  that are  produced  by a third  party  manufacturing
company.  The clothing may be sold through  website sales,  at  tournaments  and
through  wholesalers,  with  International  Paintball  promoting the clothing at
events and through links on its website.


The clothing will carry the official International  Paintball Association,  Inc.
label and authentication and the clothing's main purpose is to promote paintball
as a lifestyle  while also  giving  players a stylish  alternative  to some more
conservative clothing lines available within the market. This clothing line will
be offered to customers  via website and it will also be sold at the  tournament
events.


Equipment - Various  types of equipment  from third parties will also be sold on
the website as well. This equipment will include paintballs, masks, markers, and
accessories.  By doing this, it will  illustrate  the type of equipment  that is
expected to be used by players  participating  within  tournaments,  leagues and
events.

                                       3


<PAGE>






The  Company  has  identified  companies  to provide  product  and  distribution
services on an out-sourced  basis.  Management seeks an agreement that gives the
Company  access  to a range of  paintball  related  products,  will  allow it to
introduce  its own branded  products,  and to have  initial  buying power in the
market  place  without  the  cost of  establishing  warehouse  and  distribution
facilities.  The  Company  also  intends to  establish a web  affiliate  program
available to member parks only, that establishes  relevant links for web ranking
purposes,  while driving volume. As visitor volume increases on the website,  it
is believed  advertising  opportunities  and  sponsorships  will become  another
source of revenue.

Planned Services

The "International  Paintball  Association",  a proposed membership  association
managed by the Company,  plans to provide  services to its members,  as a way to
build brand loyalty and establish  market share.  Memberships in the association
will be sold for an annual fee. Free  Membership  would have no perceived  value
and therefore will not be offered. Currently, the Company does not providing any
tournament or league sanctioning or management. Such activities will commence in
the third quarter of 2009,  conditioned upon achieving adequate capital for such
operations.

Planned Industry Segment Services


         Step-by-Step  Players'  Guides to IPA Series  Paintball  Tournaments  -
         These booklets will include  calendars of upcoming events to help teams
         map out what events they will want to  participate  in, a  step-by-step
         guide on what is needed  for all the  tournaments,  and how to play the
         different  types of  tournaments  that we plan to will  organize.  This
         guide will provide  information on different  courses that competitions
         will  be  help  at,  as  well  as  information  on  some  of the  major
         professional teams that compete within the Series.


         Operations  Manual - This  guide  will act as an  operations  manual to
enable tournament operators to run our tournaments.


         Event Planning - The Company intends to provide event planning services
         in a wide range of applications that involve paintball play. Seeking to
         enhance satisfaction in the areas of appearance, performance, and level
         of play and will  utilize all  available  resources to ensure that only
         the highest quality services are delivered.

Planned Player Services:

o    Web store discounts, special pricing on registration

o    Online registration for leagues and tournaments

o    Paintball news updates, skills tips, tactics, scenarios, etc.

o    Free logo items i.e.  window  cling that acts as parking  pass,  bag tags o
     Access to forums, chats, rankings

o    Access to web based education, for consistency in skills, signals, etc.

o    IPA player service and regulatory agency for dispute resolution

                                       4
<PAGE>




Planned Member Park Services:

o    Professionally  created marketing collateral  designed/available  at volume
     pricing

o    Plug-in marketing promotion kits designed/available for park implementation

o    Member kit: IPA banner,  fill-in-the-blank  press release,  official rules,
     etc.

o    Use of IPA online registration

o    Volume purchase pricing for pro-shop products

o    Web store affiliate program

o    Centralized IPA Park Directory

o    Regulatory body for leagues and tournaments

o    Co-op advertising and brand sponsorship

One early focus of the Company will be to create and sponsor a sanctioning  body
of Paintball managed by our company by providing:

o        Tournament and league sanctioning and management
o        Membership administration and management
o        Web Store & merchandising for products and services
o        Marketing and branding services
o        Spectator revenue

Proposed  Web Store & Merchandising Products and Services

International  Paintball  intends  to  develop  and  operate a Web Store for the
purpose of selling, under the IPA name, paintball products including:

o        Paintball Guns
o        Accessories
o        Consumables (Paint)
o        Apparel
o        Gifts
o        Other Branded Merchandise

Membership Administration and Management

International  Paintball intends to offer different  membership and competitor -
options ranging from general  membership,  park and facilities  membership up to
professional  level -  membership.  These  memberships  are  intended to provide
member benefits that are designed to drive brand loyalty to the Company, traffic
to the web store and visits to our member parks and facilities.

Planned membership benefits are to include:

     For Individuals:

o     Sense of belonging with peers and with a group of "players"
o     Discounts to park admissions and tournament play
o     Discounts on merchandise
o     Interactive forums, communities to share ideas and connect with others
o     Newsletters and training and tactic material
o     Access to leagues and associated play
o     Ability to track their performance in league play
o     Ability to progress and develop into higher categories of play - turn pro.

                                       5
<PAGE>




     For Parks and Facilities:

o    Access to players in their areas from IPA membership lists

o    Traffic driven to their facility o Market awareness around paintball

o    Discounted merchandise for sale in their pro shops

o    Website affiliate program access, earn on sales directed to IPA site

o    Joint and co-op advertising and marketing opportunities

o    Economies of scale in advertising and marketing

o    Park Member kit including,  press release template,  banners, and marketing
     collateral

o    Scalable  Operations Plan centrally  developed o Governing Body for dispute
     resolution and consistent rules

Proposed Marketing Services

Research  indicates that the present paintball industry is characterized by over
2,000  fields and  facilities  that are mostly "mom and pop"  operations,  which
focus on the local market.  There were approximately 325 series or league events
held in the past year with little  centralized  coordination.  Participants were
enticed to events through local marketing efforts and word of mouth.  Management
believes a paintball  sport,  "brand" with associated  advertising  will benefit
affiliated  parks  and  facilities  through  increased  player  traffic  through
consistent identity to their locations.

Proposed Tournament and League Sanctioning and Management

The Company test marketed  tournament events, in 2005 in the Dallas and Houston,
Texas areas with two events, in preparation for larger scale  operations.  There
were  approximately 100 attendees at each event.  These events were used to test
the business  concept and to test event  structure in  preparation  for scalable
operations.

The first event was unprofitable  losing about $6,000.  Management  learned from
that  unsuccessful  experience  and the  second  event (in  Houston,  Texas) had
$36,000 revenue and approximately $17,000 in profit. The Company has also tested
a  league  system  in 2005 in a local  paintball  facility  in  Dallas,  and was
encouraged  by  the  participation  by  players.  It  was  obvious,  after  this
experience,  that more  organization over larger geographic area with consistent
rule applied would be required in order to have success with the business model.

These  experiences have been used to further develop concepts and drafting event
rules. Such a foundation is what could make the tournaments and league play more
consistent and leads to the scalability of league play.  Participants in leagues
and tournaments would be required to be members of IPA and the events will be at
IPA member facilities.  Additional revenue  opportunities may exist for the sale
of  expendable  products  (paint),  event  apparel,  commemorative  items,  team
uniforms, IPA branded merchandise,  and concessions.  Tournament and league play
provides three key advantages:

o    Drives product sales for IPA branded products;

o    Develops players for higher league, semi-pro and professional teams; and

o    Drives traffic to member facilities, as part of the marketing services that
     IPA is offering.

                                       6
<PAGE>




Organization of Events
----------------------

The  intention  is to pick  quarterly  event  dates in  local  areas  for  local
tournaments which will be promoted through advertising in local media, paintball
stores,  and to the Company's  mailing lists of members and  enthusiasts.  There
will be annual  regional  playoffs for local top  competitors.  The Company will
co-sponsor  these  events with local  paintball  facilities  and  retailers  and
national merchandisers.

Affiliations with Parks & Facilities

The  Company  intends to offer  affiliation  with or  association  to  paintball
facilities and local retailers and national merchandisers.  By such affiliation,
the  Company  will be able to  co-market  events  at such  facilities  with  the
advertising  participation  of local  retailers  and national  merchandisers  to
create the market  perception of an industry  collaborating  at  supporting  the
sport.

Plans for owned or Managed Facilities

The Company does not currently have any plans to acquire "owned facilities", nor
to manage  facilities,  as that would  require an entirely  new  management  and
ownership enterprise.

Spectator Revenue Goal

Spectator revenues are the ultimate goal of the business plan. The International
Paintball concept  capitalizes on the collection of members competing in leagues
and tournaments to build skill and name recognition.  The design of the approach
builds in essence a "farm" system,  developing players who ultimately form teams
to compete,  first in higher  division  recreational  leagues,  then  finally in
semi-pro and professional leagues. Once professional play is implemented,  it is
believed that additional revenue  opportunities that may be driven by spectators
are possible.

The sources of these revenues may include:

o        Admission fees
o        Concessions
o        Commemorative Event Programs, with team bio's, advertising, etc.
o        Product merchandising
o        Television
o        Sponsorship

Events  can be  held  in  independent  facilities  or in our  owned  or  managed
facilities in the future.  At this time, the Company does not own or operate any
facilities.

Planned Tournaments


The tournaments that International Paintball intends to organize have been given
the name IPA Tournament Series. This series includes different  tournaments that
may be schedule all over the states of Texas, California and Florida. There will
be three different skill levels that different teams will be able to participate
in. These skill levels are as follows:


                                       7

<PAGE>







     Rookie:  these  are  the  beginners  of  the  tournament.  They  have  only
     participated  in  tournament  play for a limited  time and are  working  on
     gaining critical experience required to compete in the higher skill levels.


     Novice:  The players on a novice team have been participating in tournament
     play  for one to three  years  and are  generally  better  than the  rookie
     players, but do not have the required skill to participate  successfully on
     the pro level.


     Open or  Professional:  These are players that have been  participating  in
     tournament  play for over three years and are generally the best players in
     the game. Many teams play constantly in as many tournaments as possible, no
     matter where they have to travel.


The price will vary  depending on the rental price of the  different  facilities
that will be use, but generally,  the price will be $125 for a rookie team, $250
for a novice team, and $300 for a pro team.


Each team will consist of nine players, of which, only seven can play at any one
time.  Each  team in each  difficulty  level  can  have  two  players  that  are
classified in the category  higher than theirs.  For example,  a rookie team can
have two novice players on their team and still be considered a rookie team. Any
more  than two  players  in a higher  difficulty  class  will  force the team to
register in the higher difficulty level.


SALES LITERATURE

The  Company  will  use  various  forms  of sales  literature  to help  increase
awareness  of the  tournaments  and also to recruit  teams of all skill  levels.
International   Paintball   will  have   specialty   brochures   developed  that
specifically  outline all events that will be organized by the Company and these
brochures will be directly mailed out to registered users of the website as well
as teams and  spectators  in the  audience  who sign up on the  mailing  list at
tournaments.  International  Paintball  will have contact  numbers,  as well as,
information  detailed on what future  tournaments or products will be available.
The Company  will also  distribute  brochures  to help in the  promotion  of the
unique and innovative  clothing line. In addition,  the Company,  in the future,
will  promote  events  via  radio  advertising,   television  spots,  cable  TV,
newspapers, industry publications, public relations and internet via the website
as well as electronic  mailing to registered  players and paintball  enthusiasts
throughout the entire target market.

COMPETITIVE STRENGTHS

It is believed that the Company will have a competitive edge within the industry
in that International  Paintball is one of only a few companies whose main focus
is on the  development  and  organization  of paintball  tournament  leagues and
events.  There are several other  paintball  associations  as discussed  herein,
which might be considered  competitive  to the Company.  We are not aware of any
other bodies seeking to become recognized as Paintball's  "sanctioning  bodies".
Many people and organizations organize one or a few paintball  tournaments,  but
not in the type of series  setting or on the scale that the  Company  intends to
offer. The planned IPA Tournament  Series will seek to pioneer the way paintball
players think about  tournaments,  leagues,  and events and will help to develop
the sport to become more organized and well known within communities where there
is little organization for the sport.


                                       8

<PAGE>






BUSINESS STRATEGY FOR ASSOCIATION BUSINESS

The business strategy is to position the "International  Paintball  Association"
as the official  governing body of the sport of paintball.  As such, it will not
only be the final arbiter in issues involving rules and  professional  play, but
also will be a consolidating  influence in a fragmented  sport, thus raising the
level of spectator participation,  sponsorships and media attention. It is hoped
to obtain this strategic objective with aggressive membership building campaigns
and a family of branded products and services offered to both players and member
parks including:

o    Member discounts and website privileges

o    Website social network with inter- team rivalries, and daily posts

o    League and tournament support

o    Member newsletters for scenarios, skills, tactics, league news, etc.

o    Farm team feeder system to paintball professional teams

o    Park member gear discounts and website affiliate program

o    Marketing    materials    generated    centrally    with    economies    of
     scale/professionalism

o    Benefit of centrally  executed campaigns o Pre-designed local campaigns for
     member park use

o    Rules and regulations centrally administered Pricing Strategy

The sanctioning body, as conceived by the Company, "The International  Paintball
Association"  is  intended  to offer  high-level  tournament  play for all skill
levels.  For this reason,  we will seek to price the services  appropriately  to
appeal to the rookie and novice  players,  but high  enough not to repel the pro
players  that  are  willing  to pay a larger  fee to  compete  in a  competitive
atmosphere. The Company will look to price its tournament entry fees and product
offerings in accordance with current industry standards and market prices.

         Invoice Annual Fees (2 years)                                 $50/yr.
         Competitors Annual Fees up to 5 years
         or until tournament (region) achieves pro                     $150
         Pro (after 5 yrs)                                             $250

The Company will be offering  non-IPA logo paintball  products at average market
price, initially,  but have not set such prices except the "Starter Kit" at $285
with a jersey.  In cases  where IPA  bundles  products  together,  it intends to
charge a 10-15% premium over items  purchased  separately,  and include a unique
IPA item.

Promotion Strategy

Management  believes  the  target  market  prefers  to  obtain  its  information
electronically,  therefore  the  promotions  strategy will reflect the Company's
research  in how to  communicate  to 13-34  year old  males.  Consequently,  the
Company's  website will become a primary vehicle for product  promotions such as
up sell, newsletter  campaigns,  member specials,  forum product reviews,  viral
marketing tactics,  etc. In addition,  there is a plan to offer member parks use
of International Paintball's promotion designs for local implementation, as well
as the ability to tap into volume buying power through the affiliate program.

                                       9

<PAGE>




Market  share and market  presence to build brand  identity  will be the initial
goal. The Company  currently has no brand awareness and  consequently  cannot be
considered a "brand".  Promotions  will be centered on registering  members from
the targeted  geographies.  Tactics such as local TV and radio ads, print media,
direct mail, public relations,  and contests are planned, all driving traffic to
the Company's website.  Initially,  International Paintball plans to offer free,
or  discounted,  park  membership to approved  facilities who generate a minimum
number of  members  from  their  existing  customers,  thus  tapping  into their
customer base, and enlisting the park's help in closing memberships.

Product promotions are planned to these same lists. The International  Paintball
web store will be dominant in all  tactics,  to drive visits and  conversion  to
sales.  Member parks that join the affiliate program will benefit from inventory
and volume buying power,  while driving  additional  page views on the site, and
sales  conversions.  As products  becomes a greater  revenue  contributor to the
Company,  the intent is to expand into logo items,  and then to expand to custom
team apparel.  These items will be sold at tournaments,  on the website,  and be
worn  by  International  Paintball  sponsored  players  and  teams.  A  detailed
promotions plan has been created and will be implemented according to budget.

Sales Strategy

International  Paintball's  sales  strategy will focus upon the brand  awareness
generated by the marketing tactics  mentioned,  with limited use of inside sales
where  appropriate.  We  currently  do not have  any  brand  awareness.  Targets
generated  by market  research and made aware of IPA through  marketing,  may be
personally invited to be a participant in an IPA event.  Member park targets may
be called  upon  directly  by a  paintball  professional  or  ex-military  sharp
shooter,  for example,  acting on IPA's behalf. IPA intends to hire professional
and semi-professional paintball players, and retired police and military, to act
in a sales capacity.

COMPETITION

Our "International Paintball Association" is intended to serve the same function
in the sport of paintball as NASCAR is to car racing or PGA is to golf.

Competition in the Product Segment

Competition  includes companies currently selling paintball gear via e-commerce,
in local paintball shops, and big box retail,  paintball online forums, existing
paintball tournaments and/or leagues, and existing paintball  associations.  The
Company's  products will be  distinguishable  from our competition by the use of
the IPA brand and logo.

The competitive  manufacturers of gear and distributors operate both from retail
outlets  and also  through  the  internet.  Some of the  direct  competition  to
International  Paintball Association include: KEE Action Sports, Tippman, Jarden
JT Sports, DYE Paintball,  ActionVillage.com,  NXe, Planeteclipse.com,  Procaps,
smartparts.com, specialopspaintball.com, and angelpaintballsports.com.

Paintball supplies and gear can also be purchased from such recognized retailers
as Sports Authority,  Dicks Sporting Goods,  Kmart, and Target. We currently are
not competing with these  retailers  because we have not commenced a significant
operation.

                                       10
<PAGE>




Competition in the Services Segment

We believe  the  competitive  advantage  IPA has is that no other  entity in the
sport has  expanded  its role to include the  performance  of a  governing  body
combined  with  player  and park  membership  recruitment.  Each  segment of the
industry has successful  participants,  but none of these have stepped up to the
role of branding and  consolidating  the sport,  with centralized  economies for
members and ecommerce gear sales, and online forum social  networking,  and farm
system for players, combined. IPA intends to recruit members, while highlighting
the  benefits  of   membership.   Currently   Existing   Competition   Paintball
Associations:

American Paintball Players Association, APPA: An online league and event sign-up
system with 50 leagues,  and a membership  consisting  of  approximately  45,000
players.  While  members  get an id  number,  its  true  purpose  is to  provide
registration for events.

The Paintball Sports Trade  Association,  PSTA, was established in October 2007.
The  goal of this  association  is to  "increase  awareness,  participation  and
acceptance  of Paintball  all over the world".  (PSTA website home page May 2008
www.paintball.org)  While the PSTA has "members", the list includes gear vendors
and  tournaments.  Their website  provides safety and player  "getting  started"
information,  as well  as  resources  to  start a  paintball  business.  PSTA is
currently a business "trade  association"  and does not appear to be planning to
recruit  parks and players as members,  or to provide  centralized  economies of
scale in gear  purchases and  marketing to parks.  With its member list however,
PSTA has the endorsement of some important  industry players and therefore poses
a competitive threat to IPA.

There  are  several  existing  online  forums  such  as,  Warpig.com,  PBNation,
Paintballforum.com,      pbcentral.com,     pbstar.com,     pbreview.com     and
specialopspaintball.com.

Existing Tournaments include: NPPL, NXL, World Cup, Spyder Cup, Millenium Series
in Europe, XPSL League

Employees

As of December 31, 2008,  International  Paintball  Association had no full time
employees.  The  officers  and  directors  currently  provide  certain  services
dedicated to current  corporate  and business  development  activities  on an as
needed part-time basis. Officers currently serve up to 20 hours per week.

ITEM 1A.  RISK FACTORS
----------------------


                          GENERAL BUSINESS RISK FACTORS

WE ARE A DEVELOPMENT STAGE BUSINESS WHICH IS HIGHLY RISKY

International  Paintball Association,  Inc., through its predecessor,  commenced
operations in 2004 and is organized as a corporation under the laws of the State
of  Colorado.  Accordingly,  we  have  only a  limited  history  upon  which  an
evaluation  of our prospects and future  performance  can be made.  Our proposed
operations are subject to all business risks  associated  with new  enterprises.
The  likelihood  of our success  must be  considered  in light of the  problems,
expenses,  difficulties,  complications,  and delays  frequently  encountered in
connection  with  the  expansion  of a  business,  operation  in  a  competitive
industry,  and  the  continued  development  of  advertising,  promotions  and a
corresponding customer base. There is a possibility that we could sustain losses
in the future. There can be no assurances that we will ever operate profitably.

                                       11
<PAGE>





WE WILL DEPEND ON MANAGEMENT,  AND IF WE LOSE MANAGEMENT,  OUR COMPANY MAY BE AT
RISK IF WE CANNOT REPLACE THEM.

Our  business  will  be  significantly   dependent  on  International  Paintball
Association's  management team. Our success will be particularly  dependent upon
President and CEO Joy Gibbons,  Ms.  Gibbons will rely on the active  support of
her leadership team: David Martinez, our COO and Jeff Huitt our CFO. The loss of
any one of  these  individuals  could  have a  material  adverse  effect  on our
Company.  Management  is not  working  full time for us and each  devotes  about
twenty hours per week to our operations.

OUR  AUDITORS  HAVE ISSUED A "GOING  CONCERN"  OPINION  WHICH IS  CAUTIONARY  TO
POTENTIAL SHAREHOLDERS.

In our most recent audit our auditors  expressed an opinion  commonly called the
"Going Concern Opinion",  in which the auditors indicate  substantial doubt that
our  company  can  continue  due to lack of capital  and  revenues.  This should
indicate  to  potential  investors  that  business  could  fail  in its  current
condition.

WE HAVE INCURRED NET LOSSES AND MAY NEVER OPERATE PROFITABLY

Our shareholder may be at risk of our business failing because,  since inception
we have had net losses totaling  $1,892,104.  During the year ended December 31,
2008, we  recognized a net loss of $310,999.  There is no assurance we will ever
operate  profitably and continued net losses would  eventually cause us to cease
business.

WE ARE A PUBLIC COMPANY WITH SIGNIFICANT  ANNUAL EXPENSES TO MAINTAIN THE PUBLIC
SEC REPORTING STATUS OF THE COMPANY.

The annual expenses of legal accounting and audits for an SEC Reporting  company
are  significant  and such expenses may erode or eliminate  the profits,  if any
ever are generated, which could jeopardize any investment in the company. WE MAY
BE EXPOSED TO RISKS OF BORROWING,  DUE TO WHICH, IF SECURED BY ASSETS,  IN EVENT
OF DEFAULT WE COULD LOSE OR ASSETS.

We have  incurred  indebtedness,  totaling  $660,576 at December  31, 2008 and a
portion of our cash flow will have to be  dedicated  to the payment of principal
and  interest on such  indebtedness,  also typical  loan  agreements  also might
contain restrictive covenants, which may impair our operating flexibility.  Such
loan agreements would also provide for default under certain circumstances, such
as failure to meet certain financial covenants. A default under a loan agreement
or  any  of  our  existing  indebtedness  could  result  in  the  loan  becoming
immediately  due and payable and, if unpaid,  a judgment in favor of such lender
which would be senior to the rights of shareholders  of our Company.  A judgment
creditor  would have the right to foreclose on any of our assets  resulting in a
material  adverse  effect  on  our  business,  operating  results  or  financial
condition.

                                       12
<PAGE>




WE HAVE ALL OF THE RISK OF NEW UNTESTED VENTURE,  AND INVESTORS COULD LOSE THEIR
INVESTMENT AS A RESULT OF ANY OF SUCH RISKS.

We are a development stage business.  We have a limited history of operation and
no history of earnings.  As a new development stage business, we will be subject
to  all  of  the  difficulties  associated  with  establishing  a  new  business
enterprise,  including the following:  hiring and retaining skilled employees or
contractors;  licensing,  permitting,  and operating  problems;  competing  with
established operators;  and implementing the business infrastructure and support
systems to effectively carryout the business plan.

WE ARE  SUBJECT  TO  GENERAL  ECONOMIC  CONDITIONS  WHICH,  AS THEY ARE  TURNING
DOWNWARD, COULD MAKE OUR VENTURE LESS LIKELY TO SUCCEED

The  financial  success of our Company may be  sensitive  to adverse  changes in
general  economic  conditions  in the United  States and the Western US, such as
recession, inflation, unemployment, and interest rates. Such changing conditions
could reduce demand in the marketplace  for the paintball  industry which is our
business.  Management  believes  that the  services  developed by us can develop
value long term. Nevertheless, we have no control over these changes.

WE WILL CONTINUE TO HAVE A NEED FOR ADDITIONAL  FINANCING,  AND WITHOUT ADEQUATE
FINANCING TO CARRY OUT OUR BUSINESS PLAN, WE COULD FAIL.

We have very limited  funds and such funds will not be adequate to carry out the
business plan without  borrowing  significant  funds.  Our ultimate  success may
depend upon our ability to raise  additional  capital.  We have not investigated
the  availability,  source,  or terms  that  might  govern  the  acquisition  of
additional  capital and will not do so until we determine a need for  additional
financing.  If additional  capital is needed,  there is no assurance  that funds
will be available from any source or, if available, that they can be obtained on
terms  acceptable to us. If not  available,  our  operations  will be limited to
those that can be financed with its modest capital.

WE HAVE NO REVENUE  HISTORY, AND  INVESTORS  HAVE NO WAY TO GAUGE THE  BUSINESS
BASED UPON HISTORY OF REVENUE

We were  incorporated  under  the  laws  of the  State  of  Texas  in  2004  and
redomiciled to Colorado in 2008. We were organized for the purpose of organizing
the emerging sport of Paintball into league and tournament  play and positioning
ourselves  as  managing  the  governing  body of the  sport.  We have not earned
significant revenues from our limited operations.  We are not profitable and the
business  effort is considered to be in an early  development  stage. We must be
regarded  as a new or  development  venture  with all of the  unforeseen  costs,
expenses, problems, risks and difficulties to which such ventures are subject.

                                       13
<PAGE>





WE CAN OFFER NO ASSURANCE OF SUCCESS OR PROFITABILITY, AND INVESTORS WILL HAVE A
HIGH RISK OF LOSS

There  is no  assurance  that we  will  ever  operate  profitably.  There  is no
assurance  that it will generate  revenues or profits,  or that the value of our
shares will be increased thereby.

                    RISK FACTORS RELATING TO THE COMMON STOCK

OUR STOCK IS A HIGHLY SPECULATIVE INVESTMENT

Due to the  highly  speculative  nature of our  business,  Investors  should not
invest  unless they can  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.

INVESTORS SHOULD BE AWARE THAT REGULATION OF PENNY STOCKS MAY CREATE A LIQUIDITY
CHALLENGE FOR OUR STOCK

Our  securities are 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 Exchange Act
of 1934, as amended. Because our securities may 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.

                                       14
<PAGE>





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  level,  along  with the  resulting
inevitable  collapse of those prices and with 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  the  our
securities.

WE ARE NOT  REGISTERED  IN STATES UNDER BLUE SKY LAWS,  WHICH MAY MAKE OUR STOCK
UNMARKETABLE

Because the securities  registered hereunder have not been registered for resale
under the blue sky laws of all  states,  the  holders of such shares and persons
who desire to purchase  them in any trading  market,  should be aware that there
may be significant state blue-sky law restrictions upon the ability of investors
to sell the  securities  and of  purchasers  to purchase the  securities  in any
particular state. Some  jurisdictions may not under any circumstances  allow the
trading  or resale  of  blind-pool  or  "blank-check"  securities.  Accordingly,
investors  should  consider  the  secondary  market for our  securities  to be a
limited one.

WE DON'T  BELIEVE  DIVIDENDS  WILL BE PAID ON OUR STOCK WHICH MAKES VALUE OF THE
STOCK  TOTALLY  SPECULATIVE  AND THE INVESTOR CAN HAVE NO MEASURE OF VALUE BASED
UPON DIVIDENDS

We have has not paid dividends on our Common Stock and do not anticipate  paying
such dividends in the foreseeable  future. We would use our profits,  if any, to
build our business.

WE CAN GIVE NO  ASSURANCE  OF SUCCESS OR  PROFITABILITY,  AND WE HAVE NO REVENUE
HISTORY TO SHOW VALUES OR SUCCESS.

There is no-assurance that we will develop our business to  profitability.  Even
if the Company executes on our business plan, there is no assurance that we will
generate revenues or profits,  or that the market price of our common stock will
be increased thereby.

                                       15
<PAGE>




WE MAY PLACE INVESTORS AT RISK DUE TO A LACK OF DIVERSIFICATION

Because of the limited  financial-resources that we have, it is unlikely that we
will be able to diversify its acquisitions or operations. Our probable inability
to diversify our activities  into more than one area will subject us to economic
fluctuations within a particular business or industry and therefore increase the
risks associated with our operations.

ITEM 1B. UNRESOLVED STAFF COMMENTS
----------------------------------

On October 16, 2008, the Company filed a  Registration  Statement on Form 10-12g
with the Securities and Exchange Commission (SEC). On April 7, 2009, the Company
filed  amendment  number 1 to the  Registration  Statement.  On May 4, 2009, the
Company received a comment letter from the SEC regarding the amendment and is in
the process of responding to such comments.

ITEM 2.  PROPERTIES
-------------------

Our principal  mailing address is 501 Trophy Lake Drive, Ste 314, PMB 106 Trophy
Club, TX 76262,  and the telephone number is  (817) 491-8611;  and the facsimile
number is (817)-491-4955. Effective June 1, 2008, the Company does not currently
pay monthly rent for the use of this mailing  address or other offices.  We will
office out of the homes of its executive  officers until  additional  capital is
raised. We do not own any real estate, trademarks or patents.

Prior to June 1, 2008,  JH Brech,  a related  party,  charged the company $800 a
month plus office  related  expenses.  These  expenses  are  included in accrued
expenses payable to related parties.

ITEM 3.  LEGAL PROCEEDINGS
--------------------------

International  Paintball anticipates that it (including any future subsidiaries)
will from time to time become subject to claims and legal proceedings arising in
the ordinary  course of  business.  It is not feasible to predict the outcome of
any such  proceedings  and  International  Paintball  cannot  assure  that their
ultimate  disposition will not have a materially adverse effect on the Company's
business,  financial condition, cash flows or results of operations. The Company
is not a party to any pending legal proceedings, nor is the Company aware of any
civil proceeding or government  authority  contemplating any legal proceeding as
of the date of this filing.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
------------------------------------------------------------

No matters were submitted  during the period covered by this report to a vote of
security  holders  of the  Company,  through  the  solicitation  of  proxies  or
otherwise.

                                     PART II


ITEM 5. MARKET FOR REGISTRANT'S  COMMON EQUITY,  RELATED STOCKHOLDER MATTERS AND
--------------------------------------------------------------------------------
ISSUER PURCHASES OF EQUITY SECURITIES
-------------------------------------

Market Information

There is no public trading market for the common stock.

                                       16
<PAGE>




Holders

There are  approximately 97 holders of record of our common stock as of December
31, 2008.

Dividend Policy

Holders of International  Paintball's  common stock are entitled to receive such
dividends as may be declared by  International  Paintball's  board of directors.
The Company has not declared or paid any  dividends on its common  shares and it
does  not plan on  declaring  any  dividends  in the near  future.  The  Company
currently  intends to use all  available  funds to  finance  the  operation  and
expansion of its business.

Recent Sales of Unregistered Securities

During  the years  ended  December  31,  2008 and  2007,  the  Company  made the
following sales of its unregistered securities.

<TABLE>
<CAPTION>
<S>                          <C>                        <C>                       <C>

---------------------------- -------------------------- ------------------------- ----------------
Name                                   Date                   No of Shares          Price/Share
---------------------------- -------------------------- ------------------------- ----------------

---------------------------- -------------------------- ------------------------- ---------------
S. Fitzgerald                         1/22/07                    2,500                      0.01
---------------------------- -------------------------- ------------------------- ---------------
J. Webb                              11/30/07                    5,000                      0.01
---------------------------- -------------------------- ------------------------- ---------------
B. Stern                              1/22/07                    2,500                      0.01
---------------------------- -------------------------- ------------------------- ---------------
A. Savant                             6/9/06                     50,000                     0.01
---------------------------- -------------------------- ------------------------- ---------------

---------------------------- -------------------------- ------------------------- ---------------
J. Simpson                            1/8/07                    100,000                     0.01
---------------------------- -------------------------- ------------------------- ---------------
S. Greer                              1/8/07                     10,000                     0.01
---------------------------- -------------------------- ------------------------- ---------------
Running of the Bulls, Inc.            1/12/07                   100,000                     0.01
---------------------------- -------------------------- ------------------------- ---------------
K. Tindle                             1/8/07                     50,000                     0.01
---------------------------- -------------------------- ------------------------- ---------------
R. Haas                               1/8/07                     50,000                     0.01
---------------------------- -------------------------- ------------------------- ---------------
M. Margolis                           1/12/07                    50,000                     0.01
---------------------------- -------------------------- ------------------------- ---------------
C. Childers                           1/8/07                     7,500                      0.01
---------------------------- -------------------------- ------------------------- ---------------
D. Miller                             1/8/07                     2,500                      0.01
---------------------------- -------------------------- ------------------------- ---------------
PAMF Investment Club                  1/8/07                     5,000                      0.01
---------------------------- -------------------------- ------------------------- ---------------
D. Parra                              1/12/07                    10,000                     0.01
---------------------------- -------------------------- ------------------------- ---------------
E. Parra                              1/12/07                    30,000                     0.01
---------------------------- -------------------------- ------------------------- ---------------
A. Savant                             1/8/07                     25,000                     0.01
---------------------------- -------------------------- ------------------------- ---------------
K. Bleicken                           1/12/07                    15,000                     0.01
---------------------------- -------------------------- ------------------------- ---------------
T. Napolitano                         1/8/07                     50,000                     0.01
---------------------------- -------------------------- ------------------------- ---------------
W. Bader                              1/22/07                    25,000                     0.01
---------------------------- -------------------------- ------------------------- ---------------
S. Kozachenko                         1/22/07                    20,000                     0.01
---------------------------- -------------------------- ------------------------- ---------------
J. Vandeman                           1/22/07                    10,000                     0.01
---------------------------- -------------------------- ------------------------- ---------------
R. Vandeman                           1/22/07                    5,000                      0.01
---------------------------- -------------------------- ------------------------- ---------------
C. Callahan                           1/22/07                    20,000                     0.01
---------------------------- -------------------------- ------------------------- ---------------

</TABLE>
                                       17

<PAGE>
<TABLE>
<CAPTION>
<S>                          <C>                        <C>                       <C>




---------------------------- -------------------------- ------------------------- ---------------
R. Phifer                             1/25/07                   150,000                     0.01
---------------------------- -------------------------- ------------------------- ---------------
D. Bennett                            2/5/07                     10,000                     0.01
---------------------------- -------------------------- ------------------------- ---------------
T. Burns                              1/25/07                    50,000                     0.01
---------------------------- -------------------------- ------------------------- ---------------
A. Grifka                             1/25/07                    30,000                     0.01
---------------------------- -------------------------- ------------------------- ---------------
J. Harrison                           2/5/07                     10,000                     0.01
---------------------------- -------------------------- ------------------------- ---------------
M. Margolis                           2/14/07                    50,000                     0.01
---------------------------- -------------------------- ------------------------- ---------------
D. Daragan                            2/14/07                    50,000                     0.01
---------------------------- -------------------------- ------------------------- ---------------
K. Tindle                             2/14/07                    50,000                     0.01
---------------------------- -------------------------- ------------------------- ---------------
K. Degarmo                            2/23/07                    50,000                     0.01
---------------------------- -------------------------- ------------------------- ---------------
W. Bader                              3/13/07                    50,000                     0.01
---------------------------- -------------------------- ------------------------- ---------------
J. Colina                             2/20/07                    50,000                     0.01
---------------------------- -------------------------- ------------------------- ---------------
M. Huddleston                         2/20/07                    50,000                     0.01
---------------------------- -------------------------- ------------------------- ---------------
E. Shuey                              2/20/07                   190,000                     0.01
---------------------------- -------------------------- ------------------------- ---------------
R. Uttamchandani                      2/23/07                    10,000                     0.01
---------------------------- -------------------------- ------------------------- ---------------
E. Parra                              2/23/07                    10,000                     0.01
---------------------------- -------------------------- ------------------------- ---------------
L. Cheshire/Johnson                   3/13/07                    50,000                     0.01
---------------------------- -------------------------- ------------------------- ---------------
R. Lewis                              3/13/07                    50,000                     0.01
---------------------------- -------------------------- ------------------------- ---------------
G & E Group, Inc                      3/13/07                    50,000                     0.01
---------------------------- -------------------------- ------------------------- ---------------
N. Greggains                          4/3/07                     40,000                     0.01
---------------------------- -------------------------- ------------------------- ---------------
M. Altman                             4/3/07                     10,000                     0.01
---------------------------- -------------------------- ------------------------- ---------------
D. Daragan                            4/4/07                     50,000                     0.01
---------------------------- -------------------------- ------------------------- ---------------
A. Garnett                            4/4/07                    100,000                     0.01
---------------------------- -------------------------- ------------------------- ---------------
</TABLE>

Sales and issuances by Company of the unregistered  securities listed above were
made by the Company in reliance upon Rule 506 of Regulation D to the individuals
listed above. All of the individuals and/or entities listed above that purchased
the  unregistered  securities  were all known to the Company and its management,
through  pre-existing   business   relationships,   as  long  standing  business
associates,  friends, and employees.  All purchasers were provided access to all
material  information,  which they requested,  and all information  necessary to
verify such information and were afforded access to management of the Company in
connection with their purchases.  All purchasers of the unregistered  securities
acquired such securities for investment and not with a view toward distribution,
acknowledging  such  intent  to the  Company.  All  certificates  or  agreements
representing  such securities that were issued  contained  restrictive  legends,
prohibiting further transfer of the certificates or agreements representing such
securities,  without such securities  either being first registered or otherwise
exempt from registration in any further resale or disposition.(Comment #46) Each
purchaser made written  representation under Rule 506 of Regulation D, including
net worth and sophistication.  The Company required written  representation that
each  purchaser  who was not an  accredited  investor,  either alone or with his
purchaser  representative,  had such  knowledge and  experience in financial and
business  matters that he was capable of evaluating  the merits and risks of the
prospective  investment,  and the issuer  reasonably  believed (based on written
representations)  immediately  prior to making any sale that the purchaser  came
within this description.

                                       18

<PAGE>
<TABLE>
<CAPTION>
<S>                          <C>                        <C>               <C>                <C>





---------------------------- -------------------------- ----------------- ------------------ ---------------
                                                                             # of Shares       Price Per
Name                               Consideration              Date                               Share
---------------------------- -------------------------- ----------------- ------------------ ---------------

---------------------------- -------------------------- ----------------- ------------------ ---------------
K. Szczech                           Services               4/12/07            20,000                  0.01
---------------------------- -------------------------- ----------------- ------------------ ---------------
R. Schrunk                           Services                4/4/07            25,000                  0.01
---------------------------- -------------------------- ----------------- ------------------ ---------------
B. Webb                              Services                4/4/07            100,000                 0.01
---------------------------- -------------------------- ----------------- ------------------ ---------------
Business Financial                   Services               4/10/07            100,000                 0.01
---------------------------- -------------------------- ----------------- ------------------ ---------------
Cooper Business Solutions,           Services               4/23/07            50,000                  0.01
---------------------------- -------------------------- ----------------- ------------------ ---------------
K. Szczech                           Services                5/3/07            40,000                  0.01
---------------------------- -------------------------- ----------------- ------------------ ---------------
JKJB LLC                             Services               9/24/07            100,000                 0.01
---------------------------- -------------------------- ----------------- ------------------ ---------------
M. Goldman                           Services               10/18/07           50,000                  0.01
---------------------------- -------------------------- ----------------- ------------------ ---------------
D. D'Alessandro                      Services               11/9/07            100,000                 0.01
---------------------------- -------------------------- ----------------- ------------------ ---------------
R. Peppe                             Services               12/13/07           180,000                 0.01
---------------------------- -------------------------- ----------------- ------------------ ---------------
T. Dameron                           Services               12/13/07           10,000                  0.01
---------------------------- -------------------------- ----------------- ------------------ ---------------
---------------------------- -------------------------- ----------------- ------------------ ---------------
M. Armstrong                         Services               2/25/08            150,000                 0.01
---------------------------- -------------------------- ----------------- ------------------ ---------------
J. Compton                           Services               2/15/08            25,000                  0.01
---------------------------- -------------------------- ----------------- ------------------ ---------------
J. Gibbons                           Services               2/15/08            125,000                 0.01
---------------------------- -------------------------- ----------------- ------------------ ---------------
R. Green                             Services               2/15/08            25,000                  0.01
---------------------------- -------------------------- ----------------- ------------------ ---------------
Huitt Consulting LLC                 Services                2/1/08            300,000                 0.01
---------------------------- -------------------------- ----------------- ------------------ ---------------
D. Martinez                            Cash                 2/15/08            100,000                 0.01
---------------------------- -------------------------- ----------------- ------------------ ---------------
Orion Consulting LLC                   Cash                 2/15/08            50,000                  0.01
---------------------------- -------------------------- ----------------- ------------------ ---------------
B. Webb                              Services               2/15/08            100,000                 0.01
---------------------------- -------------------------- ----------------- ------------------ ---------------
W. Whiting                           Services               2/15/08            25,000                  0.01
---------------------------- -------------------------- ----------------- ------------------ ---------------
Orion Consulting LLC                   Cash                 3/17/08            50,000                  0.01
---------------------------- -------------------------- ----------------- ------------------ ---------------
Orion Consulting LLC                   Cash                  4/2/08            15,000                  0.01
---------------------------- -------------------------- ----------------- ------------------ ---------------
Orion Consulting LLC                   Cash                 4/15/08            30,000                  0.01
---------------------------- -------------------------- ----------------- ------------------ ---------------
G. Fry                               Services               4/22/08            150,000                 0.01
---------------------------- -------------------------- ----------------- ------------------ ---------------
D. Bennett                             Cash                 5/28/08            10,000                  0.01
---------------------------- -------------------------- ----------------- ------------------ ---------------
Orion Consulting LLC                 Services               5/20/08            15,000                  0.01
---------------------------- -------------------------- ----------------- ------------------ ---------------
R. Fodor                             Services               5/22/08            400,000                 0.01
---------------------------- -------------------------- ----------------- ------------------ ---------------
Steve Henson                  Consideration for loan        11/20/08           200,000                 0.01
---------------------------- -------------------------- ----------------- ------------------ ---------------
Michael A. Littman                   Services               8/27/08            150,000                 0.01
---------------------------- -------------------------- ----------------- ------------------ ---------------
</TABLE>

                                       19


<PAGE>




All of the sales by Company of the unregistered  securities  listed  immediately
above were made by the Company in reliance  upon Section 4(2) of the Act. All of
the individuals  and/or  entities  listed above that purchased the  unregistered
securities  were  all  known  to  the  Company  and  its   management,   through
pre-existing  business  relationships,  as long  standing  business  associates,
friends,  and  employees.  All purchasers  were provided  access to all material
information,  which they requested, and all information necessary to verify such
information  and were afforded access to management of the Company in connection
with their  purchases.  All purchasers of the unregistered  securities  acquired
such  securities  for  investment  and  not  with  a view  toward  distribution,
acknowledging  such  intent  to the  Company.  All  certificates  or  agreements
representing  such securities that were issued  contained  restrictive  legends,
prohibiting further transfer of the certificates or agreements representing such
securities,  without such securities  either being first registered or otherwise
exempt from registration in any further resale or disposition.

Issuer Purchases of Equity Securities

International Paintball did not repurchase any shares of its common stock during
the year ended December 31, 2008.

ITEM 6.  SELECTED FINANCIAL DATA
--------------------------------

Not applicable.


ITEM 7. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
--------------------------------------------------------------------------------
OF OPERATIONS
-------------

PLAN OF OPERATIONS

We intend to raise  $1,000,000  in a private  placement to finance the following
twelve  months  of  operations.  There is no  assurance  that we will be able to
achieve a $1,000,000  private  placement  in 2009,  especially  considering  the
current economic turmoil in world and US markets.  Our operating budget,  should
we raise the capital is:

<TABLE>
<CAPTION>
<S>                                                                <C>

------------------------------------------------------------------ ------------------------------------------
Enhanced Web Site Development and Operations                                                         $50,000
------------------------------------------------------------------ ------------------------------------------
Conference and Travel                                                                                 25,000
------------------------------------------------------------------ ------------------------------------------
Legal and Accounting                                                                                  65,000
------------------------------------------------------------------ ------------------------------------------
Branding, Marketing and Advertising                                                                  350,000
------------------------------------------------------------------ ------------------------------------------
General & Administrative Expenses                                                                    150,000
------------------------------------------------------------------ ------------------------------------------
Rent and Facilities Expense                                                                           45,000
------------------------------------------------------------------ ------------------------------------------
Insurance and Risk Management                                                                         50,000
------------------------------------------------------------------ ------------------------------------------
Working Capital and Tournament Operations                                                            265,000
------------------------------------------------------------------ ------------------------------------------
Total                                                                                             $1,000,000
------------------------------------------------------------------ ------------------------------------------
</TABLE>

In the event that we are unable to achieve the  placement of  $1,000,000 we will
reduce our budget categories pro rata.

                                       20

<PAGE>




During  the first and  second  quarters  of 2008,  we used  existing  management
resources  to  structure  a  marketing  plan  and  complete  brand  strategy.  A
hierarchical  family of brands  under the IPA umbrella has been planned with the
specific  attributes  of the  "Generation  Y" (ages 14-34)  target market as the
design  point.  Using  the  International  Paintball  Association,   Inc.  as  a
springboard,  we have designed a membership  campaign,  identifying key targeted
member parks by geographic  area, and initial  player target lists.  Geographies
include; Texas, Oklahoma, Florida, Georgia and the Carolinas.

We have identified the Website design and vendors, and are staged for next steps
of Non-Disclosure  Agreements and specific design, as funding becomes available.
Collateral marketing material outlines, press kit contents,  value-add campaigns
for parks, e-marketing and viral tactics identified,  in addition to the initial
promotional  structure,  all to be taken to final design implementation steps as
funding allows (initially within "Operations" line item above).

In the Third Quarter of 2008, we developed a first phase website. This site will
be a basis for future growth and establishes the initial  relationship  with the
IPA brand. Our website includes the ability to allow member registration and fee
collection,  for both  Parks and  Individuals.  Member  forums,  video  updates,
starter kit, league registration, and IPA contact information are also included.
We are now focused on bringing traffic to IPA's newly published website, signing
up members and  offering the retail  product line planned to be offered  through
the website.  The expansion of product lines may require physical  facilities to
distribute  the  products  or partner  with other  distributors.  Marketing  and
branding of the products and services of the company will be expanded  using the
data bases of both players and parks that will be established and populated from
increased traffic to the web site. Online safety forms and tournament rules will
be branded and made  available  to parks and players as the  starting  point for
organized tournament and league play.

We plan to further market and advertise to drive  additional  traffic to the web
site in the first and second  quarter of 2009.  This  effort will be designed to
grow  revenue  for the  sales of  products,  market  the  service  aspect of the
business  model to parks and to  implement,  selected  and  targeted  tournament
events.

The target  market that our  business  plan  addresses  requires  the  continual
enhancement and development of our Website to meet their changing  expectations.
The website  upgrades will be developed in the Second  Quarter of 2009 with more
socializing, scoring news, community, blogging and other functionality.  Product
mix will be  adjusted  and  enhanced,  perhaps  with  IPA  branded  products  as
appropriate.  The  marketing  efforts  will be  focused on  continuing  to build
traffic to the website and to enhance the web-affiliate parks program.

The  independent  registered  public  accounting  firm's report on the Company's
financial  statements as of December 31, 2008,  and for each of the years in the
two-year period then ended,  includes a "going concern"  explanatory  paragraph,
that describes  substantial  doubt about the Company's  ability to continue as a
going concern.

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. As our operations  expand,
our need 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.  There is no guarantee  that we will be able to obtain any  additional
financing.

                                       21
<PAGE>




In addition, the United States and the global business community is experiencing
severe  instability in the commercial  and investment  banking  systems which is
likely to continue to have far-reaching  effects on the economic activity in the
country for an indeterminable  period. The long-term impact on the United States
economy and the  Company's  operating  activities  and ability to raise  capital
cannot be predicted at this time, but may be substantial.

Results of Operations for Years Ended December 31, 2008 and 2007

During the years ended  December  31, 2008 and 2007,  we did not  recognize  any
revenue. We are a development stage company and are pre-revenue.

During the year ended December 31, 2008, we incurred total operating expenses of
$159,605  compared  to $266,777  for the year  ending  December  31,  2007.  The
decrease of $107,172 is a result of a $106,271 decrease in general expenses,  as
a result of a  decrease  in  operational  activities  in 2008 and a focus on the
filing of the Company's  registration  statement on Form 10-12g. The decrease in
operating  expense was also a result of management  reducing  payments for board
services  utilizing fewer  consulting  services an overall  reduced  operational
expenditures.  Management  made these changes to stay within a smaller  budgeted
cash flow in 2007 as compared to prior years.

During the year ended  December 31, 2008, we  recognized an interest  expense of
$39,849  compared  to $44,222  during  the year ended  December  31,  2007.  The
increase of $4,373 was a result of a slight increase in notes payable during the
year.

During the year ended  December 31, 2008,  we  recognized a net loss of $199,454
compared to a net loss of $310,999  during the year ended December 31, 2007. The
decrease  of  $111,545  was a result of the  $107,172  decrease  in  operational
expenses combined with the $4,373 decrease in interest expense discussed above.

LIQUIDITY
---------

From  inception  through  December  31,  2008,  we have  funded  our  operations
primarily from the following sources:

o        Equity proceeds through private placements of International Paintball
         Association securities;

o        Loans and lines of credit; and

o        Sales of equity investments.

Cash flow from  operations has not  historically  been sufficient to sustain our
operations without the above additional  sources of capital.  As of December 31,
2008,  the Company had total  assets of $61  consisting  solely of cash and cash
equivalents  of $61 and total  liabilities  of $837,476,  consisting of accounts
payable of $148,934,  accounts  payable  related  parties of  $167,348,  accrued
interest  payable of $42,677 and notes payable of $478,500.  The working capital
deficit as of December 31, 2008 was $837,415.

The Company expects to use some of the working  capital  proceeds from a private
placement to bring  current  interest  expense  obligations.  Additionally,  the
Company  anticipates  the conversion of a portion of the debt into equity during
the next twelve months. Finally, cash flow from operations funded by the private
placement are anticipated to be used to satisfy outstanding liabilities.

                                       22

<PAGE>





Cash used by the Company's  operating  activities during the year ended December
31, 2008 was $119,206  compared to $192,974  during the year ended  December 31,
2007.  During the year ended  December  31, 2008,  net losses of $199,454,  were
reconciled  of non-cash  activities  of $748 in  amortization  and  depreciation
expense  and  $21,600  in  compensatory  stock  expenses.  During the year ended
December 31, 2007, net losses of $363,762 were reconciled by non-cash activities
of $1,649 in amortization and  depreciation  expense and $23,600 in compensatory
stock expenses.

During the years ended  December 31, 2008 and 2007,  the Company did not receive
or use funds in its investing activities.

During the year ended December 31, 2008, the Company received  $119,000 from its
financing activities. The Company received $122,500 from notes payables and made
payments of $3,500 on notes payable during the year ended December 31, 2008

During the year ended December 31, 2007, the Company received  $189,500 from its
financing activities. The Company received $209,500 from notes payables and made
payments of $20,000 on notes payable during the year ended December 31, 2007.

Short Term.

On a short-term basis,  International Paintball has not generated any revenue or
revenues  sufficient to cover  operations.  Based on prior history,  the Company
will  continue to have  insufficient  revenue to satisfy  current and  recurring
liabilities  as it continues  exploration  activities.  For short term needs the
Company will be dependent on receipt, if any, of offering proceeds.

Capital Resources

The Company has only common stock as its capital resource.

International  Paintball has no material  commitments  for capital  expenditures
within the next year, however if operations are commenced,  substantial  capital
will be needed to pay for participation, investigation, exploration, acquisition
and working capital.

Need for Additional Financing

International Paintball does not have capital sufficient to meet its cash needs.
The  Company  will have to seek  loans or equity  placements  to cover such cash
needs.

No  commitments  to provide  additional  funds  have been made by the  Company's
management or other  stockholders.  Accordingly,  there can be no assurance that
any additional funds will be available to International Paintball to allow it to
cover the Company's expenses as they may be incurred.

The Company  will need  substantial  additional  capital to support its proposed
future  energy  operations.  The  Company  has no  revenues.  The Company has no
committed source for any funds as of the date hereof.  No representation is made
that any funds will be  available  when  needed.  In the event  funds  cannot be
raised when  needed,  International  Paintball  may not be able to carry out its
business  plan,  may never  achieve sales or royalty  income,  and could fail in
business as a result of these uncertainties.

                                       23
<PAGE>




There is no  assurance  that the  Company  will  achieve  additional  monies  or
financing will be available in the future or, if available, will be at favorable
terms.  In the event  that  International  Paintball  is  unable to raise  funds
through the sale of its shares,  the Company will have  substantially less funds
available  to engage  in its  operational  activities  in the  paintball  gaming
industry.

In addition, the United States and the global business community is experiencing
severe  instability in the commercial  and investment  banking  systems which is
likely to continue to have far-reaching  effects on the economic activity in the
country for an indeterminable  period. The long-term impact on the United States
economy and the  Company's  operating  activities  and ability to raise  capital
cannot be predicted at this time, but may be substantial.

The Company may borrow money to finance its future operations,  although it does
not currently contemplate doing so. Any such borrowing will increase the risk of
loss to the investor in the event it is unsuccessful in repaying such loans.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
-------------------------------------------------------------------

International  Paintball's  operations do not employ  financial  instruments  or
derivatives  which  are  market   sensitive.   Short  term  funds  are  held  in
non-interest  bearing  accounts and funds held for longer  periods are placed in
interest  bearing  accounts.  Large  amounts  of funds,  if  available,  will be
distributed  among multiple  financial  institutions to reduce risk of loss. The
Company's cash holdings do not generate interest income.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
----------------------------------------------------

The audited financial statements of International  Paintball for the years ended
December  31,  2008 and 2007,  and the period from  May 24, 2004  (inception)
through December 31, 2008, appear as pages 1 through 13

ITEM  9.  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
--------------------------------------------------------------------------------
FINANCIAL DISCLOSURE
--------------------

Not applicable.

ITEM 9A. CONTROLS AND PROCEDURES
--------------------------------

The Company  maintains a system of disclosure  controls and procedures  that are
designed for the purposes of ensuring that information  required to be disclosed
in the Company's SEC reports is recorded,  processed,  summarized,  and reported
within the time  periods  specified  in the SEC rules and  forms,  and that such
information  is  accumulated  and  communicated  to  the  Company's  management,
including the Chief Executive  Officer as appropriate to allow timely  decisions
regarding required disclosure.

Management,  after  evaluating  the  effectiveness  of the Company's  disclosure
controls  and  procedures  as  defined in  Exchange  Act Rules  13a-14(c)  as of
December 31, 2008 (the  "Evaluation  Date")  concluded that as of the Evaluation
Date, the Company's  disclosure controls and procedures were effective to ensure
that material information relating to the Company would be made known to them by
individuals within those entities,  particularly during the period in which this
annual report was being prepared and that  information  required to be disclosed
in the Company's SEC reports is recorded,  processed,  summarized,  and reported
within the time periods specified in the SEC's rules and forms.

                                       24
<PAGE>




ITEM 9A(T). CONTROLS AND PROCEDURES
-----------------------------------

MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING.

This  annual  report  does not  include  a  report  of  management's  assessment
regarding internal control over financial  reporting or an attestation report of
the  Company's  registered  public  accounting  firm due to a transition  period
established by rules of the Securities and Exchange  Commission for newly public
companies

There was no change in the Company's  internal control over financial  reporting
that  occurred  during the fiscal  quarter  ended  December 31,  2008,  that has
materially affected,  or is reasonably likely to materially affect, its internal
control over financial reporting.

ITEM 9B.  OTHER INFORMATION
---------------------------

Not applicable.


                                    PART III

ITEM 10.  DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
----------------------------------------------------------------

The following table sets forth  information as to persons who currently serve as
International Paintball directors or executive officers, including their ages as
of June 30, 2009.

           Name                        Age                      Position
---------------------------- ------------------------- -------------------------

Brenda Webb                             61             Interim CEO & Director
Jeffrey Compton                         32             Director
Malcolm Davenport, IV                   57             Director
Redginald Green                         56             Director

Subsequent  to December  31, 2008,  International  Paintball  had the  following
changes in management:

o    On January 8, 2009, Mr. Wesley F. Whiting as a director.

o    On March 18, 2009, Ms. Joy Gibbons resigned as CEO/President and Director

o    On April 8, 2009, Mr. Jeffrey Huitt resigned as the Chief Financial Officer
     and  Acting  CEO of  International  Paintball.  Mr.  Jeffrey  Compton,  was
     appointed acting interim Chief Executive Officer.

o    On April 13, 2009, Mr. David Martinez resigned as Chief Operating Officer.

o    On April 13, 2009, Mr. Malcom Davenport, IV was appointed as a Director.

o    On May 8, 2009, Mr. Jeffrey Huitt resigned as a Director.

o    On June 16,  2009,  Mr.  Jeffrey  Compton  resigned as the Chief  Executive
     Officer.

o    On June 17, 2009, Ms. Brenda Webb was appointed the Chief Executive Officer
     of the Company.

International  Paintball's officers are elected by the board of directors at the
first meeting after each annual meeting of International  Paintball shareholders
and hold office  until their  successors  are duly elected and  qualified  under
International Paintball bylaws.

                                       25
<PAGE>




The  directors  named  above  will  serve  until  the  next  annual  meeting  of
International Paintball stockholders.  Thereafter, directors will be elected for
one-year  terms at the annual  stockholders'  meeting.  Officers will hold their
positions  at the  pleasure  of the board of  directors  absent  any  employment
agreement.  There is no arrangement or  understanding  between the directors and
officers of  International  Paintball and any other person pursuant to which any
director or officer was or is to be selected as a director or officer.

Biographical Information

Ms. Brenda D. Webb, age 62, Chief Executive Officer and Chairman of the Board

Ms. Webb has served as a Board Member of International  Paintball since 2004. On
June 17, 2009, she was appointed the Chief  Executive  Officer of  International
Paintball.  Ms. Webb has an extensive  background that includes seven years with
the Trust Company of Georgia,  specializing  in stock  transfers,  nine years as
Executive  Assistant to the  President at Bridan  Industries,  Inc. and fourteen
years in real estate.  Ms. Webb is also and entrepreneur as the owner of Picture
This,  a retailer  and  manufacturer  of custom  picture  framing  products  and
services.

MR. REDGIE GREEN, age 56, Director

Mr. Green has served as a director of the Company,  since March 2006.  Mr. Green
has been Secretary and Director of Sun River Energy, Inc. since 1998. In January
2009, he was  appointed  the President of Sun River Energy,  Inc. He has been an
active  investor in small capital and high-tech  ventures  since 1987. Mr. Green
was a director of Colorado  Gold & Silver,  Inc. in 2000.  He was a director for
Houston  Operating  Company in late 2004  until  December  2004.  He served as a
director for Mountains West Exploration,  Inc. in 2005-2006. He is a director of
Concord  Ventures,  Inc.  (formerly  Cavion  Technologies,  Inc.) (2006) and was
appointed as an officer and director of Captech Financial,  Inc. in May 2006. He
served as a director of Baymark  Technologies,  Inc.  2005-2006 to July 2007. He
was appointed as a director of Aspeon,  Inc. since 2007. He has been appointed a
director of Intreorg, Inc.

MR. MALCOM C. DAVENPORT, CPA and JD, age 57, Director

Mr.  Davenport was appointed as a Director of  International  Paintball on April
13, 2009. Mr. Davenport, from 1982 to date, has operated his own legal practice,
initially  emphasizing in tax and estate planning,  but evolved into a specialty
of  "Entrepreneurial  Law". From 2006 through 2007, Mr.  Davenport served as the
interim financial officer and interim director of Woodholding Environment,  Inc.
From 2000 through 2007, he was the chief financial  officer and director of Omni
Game  Design,  Inc.  From 2000 to date,  he has served as a director and general
counsel to Dial Interactive,  Inc. In 1975, Mr. Davenport received a Bachelor of
Science degree in Accounting from Florida State University. In 1981, he received
his Juris Doctorate from the Cumberland  School of Law. In 1982, he received his
LLM in tax  studies  from the  University  of Miami Law School of Coral  Gables,
Florida.

                                       26
<PAGE>




Mr. Jeff Compton, age 32, Director

Mr. Compton has experience in the  management and banking  sectors.  He has more
recently  focused  his  efforts  in the  electronic  commerce  and  credit  card
processing  industry  and  currently  is the  managing  partner  of  Stonestreet
Management.   Before  co-founding  Stonestreet  Management,  He  held  executive
management  positions  in the  private  sector.  He was Sr. V. P.,  Director  of
Strategic Partnerships within the ISO Network for Paymentech Merchant Services /
Visa MasterCard.  He was also responsible for National Sales,  Agent Recruiting,
Association Services,  Agent Bank / Partnership  Development for a top Processor
in the NPC ISO Network. After co-founding  Stonestreet Management in early 2004,
Stonestreet  began to grow its  corporate  real  estate  holdings  and  property
management  division.  In 2006 after  acquiring a modest  portfolio  of merchant
processing  clients,  the  partners  began a program  to  attract  new sales and
clients.  Mr. Compton attended Indiana  University - Bloomington,  University of
Southern  Indiana -  Evansville,  and holds  several  professional  licenses  in
Indiana.  From April 18, 2009 through June 16, 2009,  Mr.  Compton served as the
Chief Executive Officer of International Paintball.

Annual Meeting

The annual meeting of International  Paintball's  stockholders is expected to be
held  at a  future  date  as  soon  as  practicable  after  the  filing  of this
registration  statement.  This will be an annual meeting of stockholders for the
election of  directors.  The annual  meeting  will be held at the  International
Paintball's  principal office or at such other place as permitted by the laws of
the  State of  Colorado  and on such  date as may be fixed  from time to time by
resolution of International Paintball's board of directors.

Committees of the Board of Directors

International  Paintball  is  managed  under  the  direction  of  its  board  of
directors.

         Executive Committee

         International  Paintball does not have an executive committee,  at this
time.

         Audit Committee

         We currently  do not have an audit  committee.  When formed,  the audit
         committee will be comprised solely of directors who are independent and
         financially  literate,  as required by the  Securities  Exchange Act of
         1934,  as  amended.  At least  one  member of the  committee  will have
         accounting or related financial management expertise.

Conflicts of Interest

Our officers and directors  will not devote more than a portion of their time to
our affairs.  There will be occasions when the time requirements of our business
conflict  with the demands of their other  business and  investment  activities.
Such conflicts may require that we attempt to employ additional personnel. There
is no assurance that the services of such persons will be available or that they
can be obtained upon terms favorable to the Company.

                                       27
<PAGE>




Conflicts of Interest - General.

Certain  of our  officers  and  directors  may  be  directors,  officers  and/or
principal  shareholders of other companies and, therefore,  could face conflicts
of interest with respect to potential  acquisitions.  In addition,  our officers
and directors may in the future participate in business ventures, which could be
deemed to  compete  directly  with us.  Additional  conflicts  of  interest  and
non-arms  length  transactions  may also  arise in the  future  in the event our
officers or directors  are involved in the  management of any firm with which we
transact business.  Our Board of Directors has adopted a policy that we will not
seek a merger with, or acquisition of, any entity in which  management  serve as
officers or  directors,  or in which they or their family  members own or hold a
controlling  ownership interest.  Although the Board of Directors could elect to
change this policy, the Board of Directors has no present intention to do so.

ITEM 11.  EXECUTIVE COMPENSATION
--------------------------------

The  following  table sets forth the  compensation  paid to  officers  and board
members  during the fiscal years ended  December 31,  2008,  2007 and 2006.  The
table sets forth this information for International Paintball Association, Inc.,
including salary, bonus, and certain other compensation to the Board members and
named executive  officers for the past three fiscal years and includes all Board
Members and Officers as of December 31, 2008.

<TABLE>
<CAPTION>
<S>                <C>        <C>      <C>     <C>      <C>      <C>          <C>            <C>           <C>

                      SUMMARY EXECUTIVES COMPENSATION TABLE

------------------ ---------- -------- ------- -------- -------- ------------ -------------- ------------- --------
                                                                 Non-equity   Non-qualified
                                                                  incentive     deferred
                                               Stock    Option      plan      compensation    All other
                              Salary   Bonus   awards   awards   compensation   earnings     compensation   Total
Name & Position    Year         ($)     ($)      ($)    ($)          ($)           ($)           ($)         ($)
------------------ ---------- -------- ------- -------- -------- ------------ -------------- ------------- --------

------------------ ---------- -------- ------- -------- -------- ------------ -------------- ------------- --------
Joy Gibbons,       2008          0       0     $1,250   0             0             0             0        $1,250
Chief Executive    2007          0       0        0     0             0             0             0           0
Officer (1)        2006          0       0        0     0             0             0             0           0
------------------ ---------- -------- ------- -------- -------- ------------ -------------- ------------- --------

------------------ ---------- -------- ------- -------- -------- ------------ -------------- ------------- --------
Jeff Huitt,        2008          0       0     $1,000   0             0             0             0        $1,000
------------------ ---------- -------- ------- -------- -------- ------------ -------------- ------------- --------

------------------ ---------- -------- ------- -------- -------- ------------ -------------- ------------- --------
David Martinez,    2008          0       0     $3,000   0             0             0             0        $3,000
------------------ ---------- -------- ------- -------- -------- ------------ -------------- ------------- --------

</TABLE>

(1)  Ms. Gibbons received 125,000  restricted shares of common stock at $0.01per
     share.  In  addition,   Ms.  Gibbons  provided  her  services  through  her
     consulting  company J H Gibbons,  LLC. The rate for these services was $ 50
     per hour.  Ms.  Gibbons  resigned  as the  Chief  Executive  Officer  and a
     director of the Company on March 18, 2009.

(2)  Mr. Huitt received 300,000  restricted  shares of common stock at $0.01 per
     share.  Mr. Huitt provided his services  through Huitt  Consulting which is
     the consulting company under which CFO services are provided by Jeff Huitt.
     The rate for these  services  was $50 per hour.  Mr.  Huitt  resigned as an
     officer of the Company on April 8, 2009.

(3)  Mr. Martinez  received 100,000  restricted  shares of common stock at $0.01
     per share.

                  OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

At December 31, 2008,  the President and the Company's  most highly  compensated
executive officers did not have any outstanding equity awards.

                                       28
<PAGE>





                    OPTION/SAR GRANTS IN THE LAST FISCAL YEAR

International Paintball does not have a stock option plan as of the date of this
Form 10K. There was no grant of stock options to the Chief Executive Officer and
other named executive officers during the fiscal year ended December 31, 2008.

Employment  Agreements  and  Termination  of  Employment  and  Change-In-Control
Arrangements

None  of the  Company's  officers,  directors,  advisors,  or key  employees  is
currently party to employment  agreements  with the Company.  The Company has no
pension,  health, annuity,  bonus,  insurance,  stock options, profit sharing or
similar benefit plans;  however, the Company may adopt such plans in the future.
There are presently no personal benefits available for directors,  officers,  or
employees of the Company.

                              Director Compensation

The Company does not pay any Directors fees for meeting attendance.

The following table sets forth certain information concerning  compensation paid
to the Company's directors during the year ended December 31, 2008:

<TABLE>
<CAPTION>
<S>              <C>        <C>          <C>          <C>          <C>               <C>            <C>

                                                      Non-equity
                 Fees                                  incentive     Nonqualified
                 earned        Stock       Option        plan          deferred
     Name        or paid    awards ($)   awards ($)   compensation  compensation      All other
                  in cash                                 ($)          earnings      compensation   Total
                    ($)                                                  ($)              ($)         ($)
---------------- ---------- ------------ ------------ ------------ ----------------- -------------- ---------

---------------- ---------- ------------ ------------ ------------ ----------------- -------------- ---------
Joy Gibbons(1)     $ -0-      $1,250         -0-         $ -0-          $ -0-             $ -        $1,250
---------------- ---------- ------------ ------------ ------------ ----------------- -------------- ---------

---------------- ---------- ------------ ------------ ------------ ----------------- -------------- ---------
David              $ -0-      $1,000         -0-         $ -0-          $ -0-             $ -        $1,000
---------------- ---------- ------------ ------------ ------------ ----------------- -------------- ---------

---------------- ---------- ------------ ------------ ------------ ----------------- -------------- ---------
Jeff Huitt(3)      $ -0-      $3,000         -0-         $ -0-           $-0-             $ -        $3,000
---------------- ---------- ------------ ------------ ------------ ----------------- -------------- ---------

---------------- ---------- ------------ ------------ ------------ ----------------- -------------- ---------
Redgie Green(4)    $ -0-       $250          -0-         $ -0-           $-0-             $ -        $ 250
---------------- ---------- ------------ ------------ ------------ ----------------- -------------- ---------

---------------- ---------- ------------ ------------ ------------ ----------------- -------------- ---------
Wesley             $ -0-       $250          -0-         $ -0-           $-0-             $ -         $250
---------------- ---------- ------------ ------------ ------------ ----------------- -------------- ---------

---------------- ---------- ------------ ------------ ------------ ----------------- -------------- ---------
Jeff Compton       $ -0-       $250          -0-         $ -0-           $-0-             $ -         $250
---------------- ---------- ------------ ------------ ------------ ----------------- -------------- ---------

---------------- ---------- ------------ ------------ ------------ ----------------- -------------- ---------
Brenda D.          $ -0-      $2,000         -0-         $ -0-           $-0-             $ -        $2,000
---------------- ---------- ------------ ------------ ------------ ----------------- -------------- ---------

</TABLE>
                                       29

<PAGE>





(1)  Ms. Gibbons was awarded 125,000 shares of restricted  common stock at $0.01
     per share for $1,250.  Ms. Gibbons  provided her chief  executive  services
     through  her  consulting  company  J H  Gibbons,  LLC.  The rate for  these
     services was $ 50 per hour.  Ms.  Gibbons  resigned as the Chief  Executive
     Officer and a director of the Company on March 18, 2009.

(2)  Mr. Martinez was awarded 100,000 shares of restricted common stock at $0.01
     per share for $1,000.  Mr. Martinez  resigned as an officer and director of
     the Company on April 13, 2009.

(3)  Mr. received 300,000  restricted shares of common stock at $0.01 per share.
     Mr. Huitt  provided  his services  through  Huitt  Consulting  which is the
     consulting company under which CFO services are provided by Jeff Huitt. The
     rate for these  services was $50 per hour. Mr. Huitt resigned as an officer
     of the  Company  on April 8, 2009 and a director  of the  Company on May 8,
     2009.

(4)  Mr. Green  received  25,000 shares of restricted  common stock at $0.01 per
     share for $250.

(5)  Mr. Whiting received 25,000 shares of restricted  common stock at $0.01 per
     share for $250. Mr. Whiting resigned as a director in January 2009.

(6)  Mr. Compton received 25,000 shares of restricted  common stock at $0.01 per
     share for $250.

(7)  Ms. Webb received  200,000  shares of restricted  common stock at $0.01 per
     share for $2,000.

All of the Company's  officers  and/or  directors  will continue to be active in
other  companies.  All officers and directors have retained the right to conduct
their own independent business interests.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

Under our Articles of Incorporation and By-Laws,  we may indemnify an officer or
director who is made a party to any proceeding,  including a lawsuit, because of
his position,  if he acted in good faith and in a manner he reasonably  believed
to be in our best  interest.  No officer or director may be may be  indemnified,
however,  where the officer or director acted committed intentional  misconduct,
fraud, or an intentional violation of the law.

We may advance expenses  incurred in defending a proceeding.  To the extent that
the officer or director is  successful on the merits in a proceeding as to which
he is to be indemnified,  our must indemnify him against all expenses  incurred,
including attorney's fees. With respect to a derivative action, indemnity may be
made only for  expenses  actually  and  reasonably  incurred  in  defending  the
proceeding,  and if the officer or director  is judged  liable,  only by a court
order. The  indemnification is intended to be to the fullest extent permitted by
the laws of the State of Colorado.

Regarding the  indemnification  for liabilities arising under the Securities Act
of 1933, which may be permitted to officers and directors under Colorado law, we
are informed  that, in the opinion of the  Securities  and Exchange  Commission,
indemnification  is  against  public  policy,  as  expressed  in the Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such  liabilities  is asserted by our  officer(s),  director(s),  or controlling
person(s) in connection with the securities being registered, we will, unless in
the  opinion of our legal  counsel  the matter has been  settled by  controlling
precedent, submit the question of whether such indemnification is against public
policy to a court of appropriate  jurisdiction.  We will then be governed by the
court's decision.

                                       30
<PAGE>





                      EQUITY COMPENSATION PLAN INFORMATION

The Company has not established an equity  compensation  plan or Incentive Stock
Option Plan.



ITEM 12.  SECURITY  OWNERSHIP OF CERTAIN  BENEFICIAL  OWNERS AND  MANAGEMENT AND
--------------------------------------------------------------------------------
RELATED STOCKHOLDER MATTERS.
----------------------------


The  following  table  sets forth  information  with  respect to the  beneficial
ownership of International Paintball Association,  Inc. outstanding common stock
by:

o    each person who is known by  International  Paintball to be the  beneficial
     owner of five  percent  (5%) or more of  International  Paintball's  common
     stock;

o    International  Paintball's  chief  executive  officer,  its other executive
     officers,  and each director as identified in the  "Management -- Executive
     Compensation" section; and

o    all of the Company's directors and executive officers as a group.

Beneficial  ownership  is  determined  in  accordance  with  the  rules  of  the
Securities and Exchange  Commission and generally  includes voting or investment
power with respect to securities.  Shares of common stock and options,  warrants
and convertible  securities that are currently exercisable or convertible within
60 days of the date of this document  into shares of the Company's  common stock
are deemed to be outstanding and to be beneficially  owned by the person holding
the options, warrants or convertible securities for the purpose of computing the
percentage  ownership of the person,  but are not treated as outstanding for the
purpose of computing the percentage ownership of any other person.

The  information  below  is based  on the  number  of  shares  of  International
Paintball  Association  common stock that management  believes was  beneficially
owned by each person or entity as of June 30, 2009.

<TABLE>
<CAPTION>
<S>                                                       <C>                      <C>

                                                            Number of Shares of
Name and Address of                                            Common Stock           Percent of Class
Beneficial Owner (1)                                        Beneficially Owned       Beneficially Owned
--------------------------------------------------------- ------------------------ -----------------------

Brenda Webb, Director and CEO(2)                                        1,300,000                     13%

Jeff Compton, Director                                                     25,000                     <1%

Redgie Green, Director                                                     25,000                     <1%

Malcolm Davenport, IV, Director                                                 0                      0%

                                                          ------------------------ -----------------------

All directors and executive officers as a group (four                   1,350,000                     13%
persons)

</TABLE>
                                       31


<PAGE>



(1) Except as noted above the  business  address for all listed  individuals  or
entities is c/o International  Paintball Association Services,  Inc., 501 Trophy
Lake Drive, Ste 314, PMB 106 Trophy Club, TX 76262.

(2) Brenda Webb is a member of JH Brech,  LLC,  which owns  1,000,000  shares of
common stock of IPA. Brenda Webb  personally  owns an additional  300,000 shares
for a total of 1,300,000 shares

Rule 13d-3 under the Securities  Exchange Act of 1934 governs the  determination
of  beneficial  ownership of  securities.  That rule  provides that a beneficial
owner of a security includes any person who directly or indirectly has or shares
voting power and/or  investment power with respect to such security.  Rule 13d-3
also provides that a beneficial owner of a security  includes any person who has
the right to acquire  beneficial  ownership of such security  within sixty days,
including  through  the  exercise  of any  option,  warrant or  conversion  of a
security.  Any  securities  not  outstanding  which are subject to such options,
warrants or conversion  privileges are deemed to be outstanding  for the purpose
of computing the percentage of outstanding securities of the class owned by such
person.  Those  securities are not deemed to be  outstanding  for the purpose of
computing the  percentage  of the class owned by any other  person.  Included in
this  table are only those  derivative  securities  with  exercise  prices  that
International  Paintball believes have a reasonable  likelihood of being "in the
money" within the next sixty days.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
-------------------------------------------------------

No current officer or director of our Company has or proposes to have any direct
or indirect material interest in any asset proposed to be acquired by us through
security holdings,  contracts,  options,  or otherwise.  There are no agreements
with the board of directors regarding potential business  opportunities that may
become  available with  companies that may be affiliated  with any member of the
board.

Prior to June 1, 2008, a related  party and  consultant  of which Ms. Webb,  the
Chief Executive Officer and a director, is a member charged the Company $800 per
month plus  direct  expenses  for office  space.  The  Company  terminated  this
agreement on June 1, 2008 to reduce the expenses associated with office space.

The Company paid approximately $203,000,  $106,000 and $67,000 in 2006, 2007 and
for the nine months ended  September 30, 2008 for  consulting  fees to a related
party, JH Brech LLC of which Ms. Webb is a member.

As of December 31, 2008,  the Company  owed  approximately  $208,833 in accounts
payable to a related party, JH Brech LLC for consulting  services and Ms. Brenda
Webb for  board  services.  Ms.  Webb is a member  of JH Brech  LLC,  a  limited
liability company.

During the year ended December 31, 2008, the following  individuals  were issued
shares of the Company's common stock as follows:

                                       32
<PAGE>




o    Ms. Gibbons was awarded 125,000 shares of restricted  common stock at $0.01
     per share for $1,250.  Ms. Gibbons  provided her chief  executive  services
     through  her  consulting  company  J H  Gibbons,  LLC.  The rate for  these
     services was $ 50 per hour.  Ms.  Gibbons  resigned as the Chief  Executive
     Officer and a director of the Company on March 18, 2009.

o    Mr.  Martinez,  Chief Operating  Officer and a director was awarded 100,000
     shares of  restricted  common  stock at $0.01 per  share  for  $1,000.  Mr.
     Martinez  resigned as an officer  and  director of the Company on April 13,
     2009.

o    Mr.  Huitt,  Chief  Financial  Officer  and a  director,  received  300,000
     restricted  shares of common stock at $0.01 per share.  Mr. Huitt  provided
     his services through Huitt Consulting which is the consulting company under
     which services are provided by Jeff Huitt.  The rate for these services was
     $50 per hour.  Mr. Huitt  resigned as an officer of the Company on April 8,
     2009 and a director of the Company on May 8, 2009.

o    Mr. Green, a director, received 25,000 shares of restricted common stock at
     $0.01 per share for $250.

o    Mr. Whiting,  former director,  received 25,000 shares of restricted common
     stock at $0.01 per share for $250.  Mr.  Whiting  resigned as a director in
     January 2009.

o    Mr. Compton, a director,  received 25,000 shares of restricted common stock
     at $0.01 per share for $250.

o    Ms.  Webb,  a director and the acting  Chief  Executive  Officer,  received
     200,000 shares of restricted common stock at $0.01 per share for $2,000.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
-----------------------------------------------

GENERAL.  Ronald  Chadwick,  CPA, P.C.  ("Chadwick") is the Company's  principal
auditing  accountant  firm.  The  Company's  Board of Directors  has  considered
whether  the  provisions  of  audit  services  is  compatible  with  maintaining
Chadwick's independence.

The  following  table  represents  aggregate  fees billed to the Company for the
years ended December 31, 2008 and December 31, 2007 by Chadwick.

<TABLE>
<CAPTION>
<S>                                           <C>                                <C>

                                                                 Year Ended December 31,
                                                          2008                              2007
                                              -----------------------------      ----------------------------

Audit Fees                                                 $9,040                            $0

Audit-related Fees                                         $0                                $0

Tax Fees                                                   $0                                $0

All Other Fees                                             $0                                $0

                                              -----------------------------      ----------------------------

Total Fees                                                 $                                 $0
</TABLE>


All audit work was performed by the auditors' full time employees.


                                       33

<PAGE>



                                     PART IV

ITEM 15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES
-------------------------------------------------

The  following  is a complete  list of exhibits  filed as part of this Form 10K.
Exhibit  number  corresponds  to the numbers in the Exhibit table of Item 601 of
Regulation S-K.


(a)  Audited financial statements for years ended December 31, 2008 and 2007


(b)               Exhibit No.                      Description
                  -----------                      -----------

                 3.1                               Articles of Incorporation (1)

                 3.2                               By Laws (1)

                 31.1                              Certification of Chief
                                                   Executive Officer pursuant to
                                                   Section 302 of the
                                                   Sarbanes-Oxley Act*

                 32.1                              Certification of Principal
                                                   Executive Officer pursuant to
                                                   Section 906 of the


(1)  Incorporated by reference from the exhibits  included in the Company's Form
10-12g filed with the Securities and Exchange  Commission  (www.sec.gov),  dated
October 16, 2008.

                                *Filed herewith.

                                       34



<PAGE>



                    INTERNATIONAL PAINTBALL ASSOCIATION, INC.
                          (A Development Stage Company)

                              FINANCIAL STATEMENTS

           YEARS ENDED DECEMBER 31, 2008 AND 2007, AND THE PERIOD FROM
               MAY 24, 2004 (INCEPTION) THROUGH DECEMBER 31, 2008

                                     AUDITED

<PAGE>

                    INTERNATIONAL PAINTBALL ASSOCIATION, INC.
                         (formerly 4-G PAINTBALL, INC.)
                          (A Development Stage Company)
                              Financial Statements



                                TABLE OF CONTENTS



                                                                         Page

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM                  1


FINANCIAL STATEMENTS

                  Balance sheets                                         2
                  Statements of operations                               3
                  Statements of stockholders' equity                     4
                  Statements of cash flows                               5
                  Notes to financial statements                          7



<PAGE>



                            RONALD R. CHADWICK, P.C.
                           Certified Public Accountant
                        2851 South Parker Road, Suite 720
                             Aurora, Colorado 80014
                             Telephone (303)306-1967
                                Fax (303)306-1944



             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


Board of Directors
International Paintball Association, Inc.
Irving, Texas

I have  audited  the  accompanying  balance  sheets of  International  Paintball
Association,  Inc. (formerly 4-G Paintball,  Inc.) (a development stage company)
as of  December  31,  2007 and 2008 and the related  statements  of  operations,
stockholders'  equity and cash flows for the years then ended and for the period
from May 24, 2004  (inception of the  development  stage)  through  December 31,
2008.  These  financial  statements  are  the  responsibility  of the  Company's
management.  My  responsibility  is to express  an  opinion  on these  financial
statements based on my audit.

I conducted my audit in  accordance  with the  standards  of the Public  Company
Accounting Oversight Board (United States).  Those standards require that I plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial statement presentation.  I believe that my audit provides a reasonable
basis for my opinion.

In my opinion, the financial statements referred to above present fairly, in all
material   respects,   the  financial   position  of   International   Paintball
Association,  Inc.  as of  December  31,  2007 and 2008,  and the results of its
operations  and its cash flows for the years then ended and for the period  from
May 24, 2004 (inception of the development  stage) through  December 31, 2008 in
conformity with accounting principles generally accepted in the United States of
America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 8 to the
financial  statements the Company has suffered  recurring losses from operations
that raise  substantial  doubt about its ability to continue as a going concern.
Management's  plans in regard to these matters are also described in Note 8. The
financial  statements do not include any adjustments  that might result from the
outcome of this uncertainty.

Aurora, Colorado
June 22, 2009
/s/Ronald R. Chadwick, P.C.
---------------------
RONALD R. CHADWICK, P.C.






                                        1




<PAGE>
<TABLE>
<CAPTION>


                    INTERNATIONAL PAINTBALL ASSOCIATION, INC.
                         (formerly 4-G PAINTBALL, INC.)
                          (A Development Stage Company)
                                 BALANCE SHEETS

<S>                                                                     <C>                      <C>


                                                                           Dec. 31, 2007           Dec. 31, 2008
                                                                        --------------------     -------------------
       ASSETS

            Current assets
                  Cash                                                                $ 206                     $ -
                                                                        --------------------     -------------------
                         Total current assets                                           206                       -
                                                                        --------------------     -------------------
                  Fixed assets - net                                                    809                      61
                                                                        --------------------     -------------------
            Total Assets                                                            $ 1,015                    $ 61
                                                                        ====================     ===================

       LIABILITIES & STOCKHOLDERS' EQUITY

            Current liabilities
                  Bank overdraft                                                        $ -                    $ 17
                  Accounts payable                                                  117,667                 148,934
                  Accounts payable - related parties                                167,348                 167,348
                  Accrued interest payable                                           16,061                  48,820
                  Notes payable                                                     359,500                 478,500
                                                                        --------------------     -------------------
                         Total current liabilities                                  660,576                 843,619
                                                                        --------------------     -------------------
            Total Liabilities                                                       660,576                 843,619
                                                                        --------------------     -------------------
            Stockholders' Equity
                  Preferred stock, no par value;
                      10,000,000 shares authorized;
                      Class A: 240,000 shares designated;
                        convertible to common at 1 for 1;
                        240,000 shares (2007) and
                        none (2008) issued and outstanding                           30,000                       -
                      Class B: 800,000 shares designated;
                        convertible to common at 1 for 1;
                        139,000 shares (2007) and
                        none (2008) issued and outstanding                           69,500                       -
                  Common stock, no par value;
                     100,000,000 shares authorized;
                     8,110,166 shares issued and 7,910,166
                     outstanding (2007), and
                     10,449,166 shares issued and 10,249,166
                     outstanding (2008)                                             809,258                 930,358
                  Additional paid in capital                                        124,371                 124,371
                  Deficit accumulated during the dev. stage                      (1,692,650)             (1,898,247)
                  Treasury stock at cost (200,000 common shares)                        (40)                    (40)
                                                                        --------------------     -------------------
            Total Stockholders' Equity                                             (659,561)               (843,558)
                                                                        --------------------     -------------------
            Total Liabilities and Stockholders' Equity                              $ 1,015                    $ 61
                                                                        ====================     ===================

The accompanying notes are an integral part of the financial statements.

                                        2


</TABLE>


<PAGE>
<TABLE>
<CAPTION>


                    INTERNATIONAL PAINTBALL ASSOCIATION, INC.
                         (formerly 4-G PAINTBALL, INC.)
                          (A Development Stage Company)
                            STATEMENTS OF OPERATIONS
<S>                                                     <C>                       <C>                      <C>

                                                                                                               Period From
                                                                                                               May 24, 2004
                                                                                                               (Inception)
                                                             Year Ended                Year Ended                   To
                                                           Dec. 31, 2007             Dec. 31, 2008            Dec. 31, 2008
                                                        ---------------------     ---------------------    ---------------------
      Sales - net of returns                                             $ -                       $ -                 $ 63,723
      Cost of sales                                                        -                         -                   36,479
                                                        ---------------------     ---------------------    ---------------------
      Gross profit                                                         -                         -                   27,244
                                                        ---------------------     ---------------------    ---------------------
      Operating expenses:
           Amortization & depreciation                                 1,649                       748                    8,303
           Write-offs                                                                                                   109,415
           General and administrative                                265,128                   158,857                1,701,951
                                                        ---------------------     ---------------------    ---------------------
                                                                     266,777                   159,605                1,819,669
                                                        ---------------------     ---------------------    ---------------------
      Gain (loss) from operations                                   (266,777)                 (159,605)              (1,792,425)
                                                        ---------------------     ---------------------    ---------------------
      Other income (expense):
           Miscellaneous income                                                                                           4,052
           Gain on debt settlement                                                                                       15,100
           Interest expense                                          (44,222)                  (45,992)                (124,974)
                                                        ---------------------     ---------------------    ---------------------
                                                                     (44,222)                  (45,992)                (105,822)
                                                        ---------------------     ---------------------    ---------------------
      Income (loss) before
           provision for income taxes                               (310,999)                 (205,597)              (1,898,247)

      Provision for income tax                                             -                         -                        -
                                                        ---------------------     ---------------------    ---------------------
      Net income (loss)                                           $ (310,999)               $ (205,597)            $ (1,898,247)
                                                        =====================     =====================    =====================
      Net income (loss) per share
      (Basic and fully diluted)                                      $ (0.05)                  $ (0.02)
                                                        =====================     =====================
      Weighted average number of
      common shares outstanding                                    6,830,166                 9,228,583
                                                        =====================     =====================
    The accompanying notes are an integral part of the financial statements.

                                        3

</TABLE>


<PAGE>
<TABLE>
<CAPTION>

                    INTERNATIONAL PAINTBALL ASSOCIATION, INC.
                         (formerly 4-G PAINTBALL, INC.)
                           (Development Stage Company)
                       STATEMENTS OF STOCKHOLDERS' EQUITY

<S>                                                                      <C>        <C>         <C>        <C>             <C>




                                        Preferred Class A      Preferred Class B        Common Stock                       Deferred
                                                    Amount                Amount                 Amount     Additional      Option
                                        Shares     (No Par)    Shares    (No Par)     Shares    (No Par)   Paid in Capital Expense
                                      ---------------------------------- ---------- ----------- ---------- -------------------------
   Balances at May 24, 2004 (Inception)         -        $ -          -        $ -           -        $ -           $ -          $ -

   Stock issued for cash                  240,000     30,000    139,000     69,500       8,000      1,000

   Stock for debt retirement                                                           166,666     20,833

   Option issuances                                                                                              50,714      (3,720)

   Stock issued for assets (allocated $3,394
     to assets and $96,606 to goodwill)                                                200,000    100,000

   Net income (loss) for the period
                                           ------------------------------- ---------- ----------- ---------- ------------- ---------
   Balances at December 31, 2004          240,000   $ 30,000    139,000   $ 69,500     374,666   $121,833      $ 50,714    $ (3,720)

   Compensatory stock issuances -
      interest expense                                                                 450,000      4,500

   Compensatory stock issuances                                                      1,958,000    343,000

   Stock for debt retirement                                                           235,000    117,500

   Deferred option expense                                                                                                       882

   Vested option cancellations                                                                                   (2,722)       2,722

   Repurchase of treasury stock at cost                                               (200,000)

   Debt relief - related party                                                                                   76,379

   Net income (loss) for the period
                                      ---------------------------------- ---------- ----------- ---------- ------------- -----------
   Balances at December 31, 2005          240,000   $ 30,000    139,000   $ 69,500   2,817,666   $586,833     $ 124,371      $ (116)

   Compensatory stock issuances -
      interest expense                                                               2,382,500     23,825

   Compensatory stock issuances                                                        350,000    175,000

   Deferred option expense                                                                                                       116

   Net income (loss) for the year
                                      ---------------------------------- ---------- ----------- ---------- ------------- -----------
   Balances at December 31, 2006          240,000   $ 30,000    139,000   $ 69,500   5,550,166   $785,658     $ 124,371          $ -

   Compensatory stock issuances -
      interest expense                                                               2,060,000     20,600

   Compensatory stock issuances                                                        300,000      3,000

   Net income (loss) for the year
                                      ---------------------------------- ---------- ----------- ---------- ------------- -----------
   Balances at December 31, 2007          240,000   $ 30,000    139,000   $ 69,500   7,910,166   $809,258     $ 124,371          $ -

   Compensatory stock issuances -
      interest expense                                                               1,210,000     12,100

   Compensatory stock issuances                                                        950,000      9,500

   Conversion of Class A and B
      preferred stock to common stock    (240,000)   (30,000)  (139,000)   (69,500)    379,000     99,500

   Net income (loss) for the year
                                      ---------------------------------- ---------- ----------- ---------- ------------- -----------
   Balances at Dec. 31, 2008
                                                -        $ -          -        $ -  10,449,166   $930,358     $ 124,371          $ -
                                      ================================== ========== =========== ========== ============= ===========




     The accompanying notes are an integral part of the financial statements.

                                       4
</TABLE>

<PAGE>
<TABLE>
<CAPTION>



                   INTERNATIONAL PAINTBALL ASSOCIATION, INC.
                         (formerly 4-G PAINTBALL, INC.)
                           (Development Stage Company)
                       STATEMENTS OF STOCKHOLDERS' EQUITY
(continued)
<S>                                                     <C>              <C>         <C>


                                                             Deficit
                                                           Accumulated
                                                           During The                 Stock-
                                                           Development    Treasury    holders'
                                                              Stage        Stock      Equity
                                                        ---------------- ------------------------
Balances at May 24, 2004 (Inception)                               $ -         $ -       $ -

Stock issued for cash                                                                100,500

Stock for debt retirement                                                             20,833

Option issuances                                                                      46,994

Stock issued for assets (allocated $3,394
  to assets and $96,606 to goodwill)                                                 100,000

Net income (loss) for the period                             (326,910)              (326,910)
                                                        ------------------ ----------------------
Balances at December 31, 2004                              $ (326,910)         $ - $ (58,583)

Compensatory stock issuances
   interest expense                                                                    4,500

Compensatory stock issuances                                                         343,000

Stock for debt retirement                                                            117,500

Deferred option expense                                                                  882

Vested option cancellations                                                                -

Repurchase of treasury stock at cost                                          (40)       (40)

Debt relief - related party                                                           76,379

Net income (loss) for the period                             (690,979)              (690,979)
                                                        ---------------- ----------------------
Balances at December 31, 2005                            $ (1,017,889)      $ (40)$ (207,341)

Compensatory stock issuances -
   interest expense                                                                   23,825

Compensatory stock issuances                                                          75,000

Deferred option expense                                                                  116

Net income (loss) for the year                                (363,762)             (363,762)
                                                        ---------------- ----------------------
Balances at December 31, 2006                             $ (1,381,651)     $ (40)$ (372,162)

Compensatory stock issuances -
   interest expense                                                                   20,600

Compensatory stock issuances                                                           3,000

Net income (loss) for the year                                (310,999)             (310,999)
                                                        ---------------- ----------------------
Balances at December 31, 2007                             $ (1,692,650)     $ (40)$ (659,561)

Compensatory stock issuances -
   interest expense                                                                   12,100

Compensatory stock issuances                                                           9,500

Conversion of Class A and B
   preferred stock to common stock                                                         -

Net income (loss) for the year                                (205,597)             (205,597)
                                                        ---------------- ----------------------
Balances at Dec. 31, 2008                                 $ (1,898,247)     $ (40)$ (843,558)
                                                        ================ ======================

    The accompanying notes are an integral part of the financial statements.

                                       5
</TABLE>


<PAGE>
<TABLE>
<CAPTION>

                    INTERNATIONAL PAINTBALL ASSOCIATION, INC.
                         (formerly 4-G PAINTBALL, INC.)
                          (A Development Stage Company)
                            STATEMENTS OF CASH FLOWS
<S>                                                           <C>                    <C>                   <C>


                                                                                                              Period From
                                                                                                             May 24, 2004
                                                                                                              (Inception)
                                                                  Year Ended            Year Ended                To
                                                                Dec. 31, 2007          Dec. 31, 2008         Dec. 31, 2008
                                                              -------------------    ------------------    ------------------

         Cash Flows From Operating Activities:
              Net income (loss)                                       $ (310,999)           $ (205,597)         $ (1,898,247)

              Adjustments  to reconcile  net loss to
              net cash  provided by (used
              for) operating activities:
                   Amortization & depreciation                             1,649                   748                 8,303
                   Compensatory stock issuances                           23,600                21,600               591,525
                   Option expense                                                                                     47,992
                   Bank overdraft                                                                   17                    17
                   Write-offs                                                                                        109,415
                   Accrued payables                                       92,776                64,026               527,399
                                                              -------------------    ------------------    ------------------
                        Net cash provided by (used for)
                        operating activities                            (192,974)             (119,206)             (613,596)
                                                              -------------------    ------------------    ------------------

         Cash Flows From Investing Activities:
                   Fixed asset purchases                                                                              (8,364)
                   Notes receivable                                                                                   12,000
                                                              -------------------    ------------------    ------------------
                        Net cash provided by (used for)
                        investing activities                                   -                     -                 3,636
                                                              -------------------    ------------------    ------------------



     (Continued On Following Page)

    The accompanying notes are an integral part of the financial statements.

                                        6
</TABLE>

<PAGE>
<TABLE>
<CAPTION>


                    INTERNATIONAL PAINTBALL ASSOCIATION, INC.
                         (formerly 4-G PAINTBALL, INC.)
                          (A Development Stage Company)
                            STATEMENTS OF CASH FLOWS


                         (Continued From Previous Page)
<S>                                                           <C>                    <C>                   <C>


                                                                                                              Period From
                                                                                                             May 24, 2004
                                                                                                              (Inception)
                                                                  Year Ended            Year Ended                To
                                                                Dec. 31, 2007          Dec. 31, 2008         Dec. 31, 2008
                                                              -------------------    ------------------    ------------------
         Cash Flows From Financing Activities:
                   Notes payable - borrowings                            209,500               122,500               561,450
                   Notes payable - payments                              (20,000)               (3,500)              (51,950)
                   Sales of common stock                                                                             100,500
                   Repurchase of treasury stock                                                                          (40)
                                                              -------------------    ------------------    ------------------
                        Net cash provided by (used for)
                        financing activities                             189,500               119,000               609,960
                                                              -------------------    ------------------    ------------------
         Net Increase (Decrease) In Cash                                  (3,474)                 (206)                    -

         Cash At The Beginning Of The Period                               3,680                   206                     -
                                                              -------------------    ------------------    ------------------

         Cash At The End Of The Period                                     $ 206                   $ -                   $ -
                                                              ===================    ==================    ==================

         Schedule Of Non-Cash Investing And Financing Activities

         Common stock issued for services                                $ 3,000               $ 9,500             $ 530,500
         Common stock issued for interest                               $ 20,600              $ 12,100              $ 61,025
         Common stock issued for assets                                      $ -                   $ -             $ 100,000
         Debt converted to capital                                           $ -                   $ -             $ 214,712

         Supplemental Disclosure

         Cash paid for interest                                         $ 12,196               $ 1,133              $ 15,129
         Cash paid for income taxes                                          $ -                   $ -                   $ -


    The accompanying notes are an integral part of the financial statements.

                                        7

</TABLE>


<PAGE>
                    INTERNATIONAL PAINTBALL ASSOCIATION, INC.
                         (formerly 4-G PAINTBALL, INC.)
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS


NOTE 1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

4-G Paintball,  Inc. was incorporated in the State of Texas on May 24, 2004, and
on September 16, 2008 was  redomiciled as a Colorado  corporation  through a one
for one share exchange with its wholly owned subsidiary  International Paintball
Association,  Inc.,  which was incorporated in the State of Colorado on June 19,
2008. 4-G Paintball,  Inc. and  International  Paintball  Association,  Inc. are
referred to hereinafter as (the "Company"). The Company was organized to further
the interest and  participation  in the sport of  paintball  competition  and to
operate  paintball  competition  arenas.  Also, the Company may pursue any other
lawful  business  opportunity  as decided  upon by the board of  directors.  The
Company's fiscal year end is December 31.

Basis of presentation - development stage company

The  Company  has not  earned  significant  revenues  from  limited  operations.
Accordingly,  the  Company's  activities  have been  accounted for as those of a
"Development  Stage Enterprise" as set forth in Financial  Accounting  Standards
Board Statement No. 7 ("SFAS 7"). Among the  disclosures  required by SFAS 7 are
that the Company's financial  statements be identified as those of a development
stage company,  and that the statements of operations,  stockholders' equity and
cash flows disclose activity since the date of the Company's inception.

Basis of accounting

The accompanying financial statements have been prepared on the accrual basis of
accounting in accordance with accounting  principles  generally  accepted in the
United States.

Use of Estimates

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  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 revenues and expenses  during the reporting  period.  Actual  results
could differ from those estimates.

Cash and cash equivalents

The Company considers all highly liquid investments with an original maturity of
three months or less as cash equivalents.



                                        8

<PAGE>



                    INTERNATIONAL PAINTBALL ASSOCIATION, INC.
                         (formerly 4-G PAINTBALL, INC.)
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS

NOTE 1. ORGANIZATION,  OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued):

Accounts receivable

The Company reviews  accounts  receivable  periodically for  collectability  and
establishes an allowance for doubtful accounts and records bad debt expense when
deemed  necessary.  At December  31, 2007 and 2008 the Company had no balance in
its allowance for doubtful accounts.

Property and equipment

Property and equipment are recorded at cost and depreciated  under straight line
methods over each item's  estimated  useful  life.  The Company uses a five year
life for furniture and fixtures, and three years for computer equipment.

Revenue recognition

Revenue is recognized on an accrual basis after  services have been performed or
products  sold  under  contract  terms,  the  price  to the  client  is fixed or
determinable, and collectibility is reasonably assured.

Advertising costs

Advertising  costs are expensed as incurred.  The Company  recorded  advertising
costs of $1,200 in 2007 and $3,000 in 2008.

Income tax

The Company  accounts for income taxes under  Statement of Financial  Accounting
Standards No. 109 ("SFAS 109").  Under SFAS 109 deferred taxes are provided on a
liability  method  whereby  deferred tax assets are  recognized  for  deductible
temporary   differences  and  operating  loss  carryforwards  and  deferred  tax
liabilities  are  recognized  for  taxable  temporary   differences.   Temporary
differences  are the  differences  between  the  reported  amounts of assets and
liabilities and their tax bases.  Deferred tax assets are reduced by a valuation
allowance  when, in the opinion of  management,  it is more likely than not that
some portion or all of the  deferred  tax assets will not be realized.  Deferred
tax assets and  liabilities  are adjusted for the effects of changes in tax laws
and rates on the date of enactment.



                                        9


<PAGE>



                    INTERNATIONAL PAINTBALL ASSOCIATION, INC.
                         (formerly 4-G PAINTBALL, INC.)
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS

NOTE 1. ORGANIZATION,  OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued):

Net income (loss) per share

The net income (loss) per share is computed by dividing the net income (loss) by
the weighted  average number of shares of common  outstanding.  Warrants,  stock
options,  and  common  stock  issuable  upon  the  conversion  of the  Company's
preferred  stock (if any),  are not  included in the  computation  if the effect
would be  anti-dilutive  and would  increase the  earnings or decrease  loss per
share.

Financial Instruments

The carrying value of the Company's  financial  instruments,  as reported in the
accompanying balance sheets, approximates fair value.

Long-Lived Assets

In accordance  with Statement of Financial  Accounting  Standard 144 "Accounting
for the  Impairment or Disposal of  Long-Lived  Assets",  the Company  regularly
reviews the carrying  value of intangible  and other  long-lived  assets for the
existence of facts or  circumstances,  both internally and externally,  that may
suggest impairment. If impairment testing indicates a lack of recoverability, an
impairment  loss is  recognized  by the  Company  if the  carrying  amount  of a
long-lived asset exceeds its fair value.

Segment information

4-G  Paintball,  Inc. is structured to operate  primarily in a single  operating
segment,  namely  paintball  park  operation  and the  furthering of private and
commercial interests in the activity.

Stock based compensation

The Company  accounts  for  employee  and  non-employee  stock awards under SFAS
123(r), whereby equity instruments issued to employees for services are recorded
based  on  the  fair  value  of  the  instrument  issued  and  those  issued  to
non-employees are recorded based on the fair value of the consideration received
or  the  fair  value  of the  equity  instrument,  whichever  is  more  reliably
measurable.





                                        10

<PAGE>



                    INTERNATIONAL PAINTBALL ASSOCIATION, INC.
                         (formerly 4-G PAINTBALL, INC.)
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS


NOTE 2. RELATED PARTY TRANSACTIONS

The Company  through  June 2008 leased  office space at  approximately  $800 per
month plus costs from a corporation controlled by a Company officer, on a verbal
month to month basis.  Rent expense under the  arrangement  in 2007 and 2008 was
$10,700 and $6,300.

The Company  recorded  approximately  $106,000  and $52,000 in 2007 and 2008 for
consulting fees to various corporations and other entities controlled by Company
officers or other related parties.


NOTE 3. FIXED ASSETS

Fixed asset values recorded at cost are as follows:

                                              December 31,
                                           -----------------------

                                      2007                    2008
                                      ----                    ----


Computer equipment            $     4,622              $     4,622
Furniture and fixtures              3,742                    3,742
                              ------------            ------------
                                    8,364                    8,364

Less accumulated depreciation      (7,555)                  (8,303)
                              ------------            ------------
Total                         $       809              $        61
                              ===========             ============


Depreciation expense in 2007 and 2008 was $825 and $748.


NOTE 4. INCOME TAXES

Deferred  income taxes arise from the temporary  differences  between  financial
statement  and  income  tax  recognition  of net  operating  losses.  These loss
carryovers  are limited  under the Internal  Revenue  Code should a  significant
change in ownership occur.

At December 31, 2007 and 2008 the Company had net operating  loss  carryforwards
of  approximately  $1,685,000 and $1,890,000  which begin to expire in 2024. The
deferred tax asset of $530,000 and $610,000  created by the net operating losses
has been  offset by a 100%  valuation  allowance.  The  change in the  valuation
allowance in 2007 and 2008 was $120,000 and $80,000.






                                       11

<PAGE>



                    INTERNATIONAL PAINTBALL ASSOCIATION, INC.
                         (formerly 4-G PAINTBALL, INC.)
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS


NOTE 5. NOTES PAYABLE

At  December  31,  2007  and 2008 the  Company  had  $359,500  and  $478,500  in
outstanding notes payable to various individuals, unsecured, bearing interest at
6% - 9% per annum, due in full on term expiration, with all amounts at each date
either  presently  due or due within one year.  The  Company  incurred  interest
expense under the notes in 2007 and 2008 of $44,222 and $44,992.


NOTE 6.  STOCKHOLDERS' EQUITY

Common stock

The Company has  100,000,000  shares of authorized  common stock,  no par value,
with 8,110,166 shares issued and 7,910,166 shares outstanding as of December 31,
2007 and  10,449,166  shares  issued and  10,249,166  shares  outstanding  as of
December 31, 2008, with 200,000 shares in treasury at each date.

Preferred stock

The Company has 10,000,000  shares of authorized  preferred  stock, out of which
240,000  shares have been  designated  as Class A  convertible  preferred  stock
("Class A"). The Class A has no par value, is convertible  into one share of the
Company's  common  stock  with no  further  consideration  at  anytime  upon the
holder's election, and is automatically converted to common upon the filing of a
registration  statement,  merger or board of directors'  notice. The Class A has
superior  liquidation  rights to the common stock, and equal rights to the Class
B, and any  dividends  declared on common stock must be also paid to the holders
of the Class A on equal per share basis. 240,000 Class A shares were outstanding
as of December  31, 2007,  all of which were  converted to common stock in March
2008.  A further  800,000  shares have been  designated  as Class B  convertible
preferred stock ("Class B"). The Class B has no par value,  is convertible  into
one share of the Company's common stock with no further consideration at anytime
upon the holder's  election,  and is automatically  converted to common upon the
filing of a registration  statement,  merger or board of directors'  notice. The
Class B has superior liquidation rights to the common stock, and equal rights to
the Class A, and any dividends declared on common stock must be also paid to the
holders of the Class B on equal per share  basis.  139,000  Class B shares  were
outstanding as of December 31, 2007, all of which were converted to common stock
in March 2008.







                                       12


<PAGE>



                    INTERNATIONAL PAINTBALL ASSOCIATION, INC.
                         (formerly 4-G PAINTBALL, INC.)
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS


NOTE 6.  STOCKHOLDERS' EQUITY (Continued):

Stock options

At  December  31, 2007 and 2008 the Company  had stock  options  outstanding  as
described below.

Non-employee stock options

The Company accounts for non-employee  stock options under SFAS 123(r),  whereby
option costs are recorded based on the fair value of the consideration  received
or the fair value of the equity instruments  issued,  whichever is more reliably
measurable.  Unless otherwise  provided for, the Company covers option exercises
by  issuing  new  shares.   The  Company  has  no  non-employee   stock  options
outstanding.

Employee stock options

The Company  accounts  for employee  stock  options  under SFAS  123(r).  Unless
otherwise  provided  for,  the Company  covers  option  exercises by issuing new
shares.  At the beginning of 2007 the Company had 5,000 options  outstanding and
exercisable.  In 2007 and 2008 no options were granted,  exercised or cancelled,
leaving a balance at December  31, 2007 and 2008 of 5,000  outstanding  employee
stock options.

NOTE 7. CONTINGENCIES

A law firm which has  represented the Company on various  matters,  has asserted
that the Company owes the firm approximately $13,000 more in legal fees than the
Company has recorded.  The Company and the law firm are currently in discussions
over what, if any additional fees are owed.

A former  director  claims the Company owes her an additional  $24,425 over what
the Company has recorded. The Company disputes the assertion.













                                       13

<PAGE>



                    INTERNATIONAL PAINTBALL ASSOCIATION, INC.
                         (formerly 4-G PAINTBALL, INC.)
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS


NOTE 8.  GOING CONCERN

The Company has  suffered  recurring  losses from  operations  and has a working
capital  deficit  and  stockholders'  deficit,  and in all  likelihood  will  be
required to make significant  future  expenditures in connection with continuing
marketing efforts along with general administrative  expenses.  These conditions
raise  substantial  doubt  about the  Company's  ability to  continue as a going
concern.

The  Company  may  raise  additional  capital  through  the  sale of its  equity
securities,  through an offering of debt securities,  or through borrowings from
individuals and financial  institutions.  By doing so, the Company hopes through
increased   marketing  efforts  to  generate  revenues  from  the  operation  of
competition paintball arenas and sales of related products.  Management believes
that actions  presently  being taken to obtain  additional  funding  provide the
opportunity for the Company to continue as a going concern.




                                       14



<PAGE>



                                   SIGNATURES


Pursuant to the  requirements of Section 13 or 15(d) 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.


                                       INTERNATIONAL PAINTBALL ASSOCIATION, INC.

Dated: July 28, 2009
                                        By:/s/Brenda Webb
                                          --------------------------------------
                                          Brenda Webb,
                                          Acting Chief Executive  Officer and
                                          Chief Accounting Officer



Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of the  registrant and
in the capacities and on the dates indicated.

Dated: July 28, 2009
                                       INTERNATIONAL PAINTBALL ASSOCIATION, INC.


                                        /s/Brenda Webb
                                       -----------------------------------------
                                          Brenda Webb, Acting Chief Executive
                                          Officer, Chief Accounting
                                          Officer and Director

                                        /s/Redginald Green
                                       -----------------------------------------
                                          Redginald Green, Director

                                        /s/Jeff Compton
                                       -----------------------------------------
                                          Jeff Compton, Director

                                        /s/Malcolm Davenport, IV
                                       -----------------------------------------
                                          Malcolm Davenport, IV, Director


                                       35