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, 2009

                                       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: 000-53835

                    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, Suite 314, PMB 106, Trophy Club, TX 76262
 ------------------------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

               Registrant's telephone number, including area code:

           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
                                  ------------
                                (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 |_| No |X|

Indicate by check mark whether the registrant has submitted  electronically  and
posted on its corporate Website, if any, every Interactive Data file required to
be submitted and posted pursuant to Rule 405 of Regulation S-T (section  232.405
of this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files)  Yes |_| No |_|

Indicate by check mark 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 was no aggregate  market value of voting stock held by  non-affiliates  of
the  registrant  as  of  December  31,  2009  since  the  common  stock  of  the
International Paintball Association,  Inc. does not trade on any of the markets,
at this time.

There were 10,499,166 shares outstanding of the registrant's  Common Stock as of
May 18, 2010.






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



                                TABLE OF CONTENTS

                                                   PART I
                                                                                                           Page
                                                                                                           ----
ITEM 1                  Business                                                                             1
ITEM 1 A.               Risk Factors                                                                        17
ITEM 1 B.               Unresolved Staff Comments                                                           22
ITEM 2                  Properties                                                                          22
ITEM 3                  Legal Proceedings                                                                   22
ITEM 4                  Removed and Reserved                                                                22

                                                  PART II

ITEM 5                  Market for Registrant's Common Equity, Related Stockholder Matters and
                        Issuer Purchases of Equity Securities                                               23
ITEM 6                  Selected Financial Data                                                             24
ITEM 7                  Management's Discussion and Analysis of Financial Condition and Results of
                        Operations                                                                          24
ITEM 7 A.               Quantitative and Qualitative Disclosures About Market Risk                          28
ITEM 8                  Financial Statements and Supplementary Data                                         28
ITEM 9                  Changes in and Disagreements with Accountants on Accounting and Financial
                        Disclosures                                                                         28
ITEM 9 A.               Controls and Procedures                                                             28
ITEM 9 A(T).            Controls and Procedures                                                             29
ITEM 9B                 Other Information                                                                   29

                                                  PART III

ITEM 10                 Directors, Executive Officers, and Corporate Governance                             30
ITEM 11                 Executive Compensation                                                              32
ITEM 12                 Security Ownership of Certain Beneficial Owners and Management and Related
                        Stockholer Matters                                                                  36
ITEM 13                 Certain Relationships and Related Transactions, and Director Independence           37
ITEM 14                 Principal Accounting Fees and Services                                              37

                                                  PART IV

ITEM 15                 Exhibits, Financial Statement Schedules                                             38
SIGNATURES                                                                                                  39

</TABLE>


<PAGE>







                           FORWARD LOOKING STATEMENTS

This  document   includes   forward-looking   statements,   including,   without
limitation,  statements relating to International  Paintball  Association,  Inc.
("IPA" or "the Company") plans, strategies, objectives, expectations, intentions
and adequacy of resources.  These  forward-looking  statements involve known and
unknown  risks,  uncertainties,  and other  factors  that may cause IPA's actual
results,  performance or achievements to be materially different from any future
results, performance or achievements expressed or implied by the forward-looking
statements. These factors include, among others, the following: ability of IPA's
to implement  its business  strategy;  ability to obtain  additional  financing;
IPA's limited  operating  history;  unknown  liabilities  associated with future
acquisitions;  ability to manage  growth;  significant  competition;  ability to
attract and retain talented employees;  and future government  regulations;  and
other  factors  described in this document or in other of IPA's filings with the
Securities  and Exchange  Commission.  IPA is under no  obligation,  to publicly
update or revise  any  forward-looking  statements,  whether  as a result of new
information, future events or otherwise.

For further information about these and other risks,  uncertainties and factors,
please  review  the  disclosure  included  in this  report  under  Item 1A "Risk
Factors."



                                     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
"IPA," "We," Us," or the "Company" are to International  Paintball  Association,
Inc.

About 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. We have since moved domicile to Colorado by
merging  with  International  Paintball  Association,  Inc.,  our  wholly  owned
subsidiary in September 2008. We are now based in Trophy Club, Texas.

Our Company was formed for the purpose of  providing,  services and products for
paintball sport  activities.  Paintball sport activities are those activities by
persons who are using  paintball  equipment  and  accessories  for  recreational
entertainment in various games and interactions with other paintball enthusiasts
whether  organized  formally  or in ad hoc  activities.  "Paintball  Activities"
includes the shooting of paint  pellets with air guns at targets,  other players
in competitive  individual or team play, and role playing in simulated  military
or law enforcement scenarios.  The sport/sanctioned  activities/competitions  we
will sponsor will focus on  traditional  paramilitary  style  paintball  team or
individual competition.

Our  Company  filed a Form 10 on a  voluntary  basis in order to  become a 12(g)
registered  company  under  the  Securities  Exchange  Act of 1934,  and  became
automatically  subject to future  reporting  obligations.  We are a  development
stage  Company  with no current  revenues,  and we have  achieved  net losses of
approximately  $2,047,095 since inception. We have relied solely on sales of our
securities  and loans from  officers,  directors  and  shareholders  to fund our
operations.  We are in the process of raising  financing to execute our business
plan and fund future operations.  As such, we are considered to be a development
stage  company.  We have had no  revenues  to date and our net loss for the year
ended  December 31, 2009 was  $148,848 and for the year ended  December 31, 2008
was  $205,597.  Our  auditor  has  issued a going  concern  opinion in his audit
opinion  which  indicates  substantial  doubt  that  our  Company  may  continue
operations due to lack of revenues and lack of capital.

                                       1
<PAGE>





Our actions taken to date have consisted of organizing  our Company,  conducting
an initial round of private financing to obtain "seed" capital and designing our
business  plan,  including  interviews  with  industry  participants,  visits to
paintball field and retail  facilities,  evaluating  website  development firms,
architectural firms,  trademark  attorneys,  and suppliers of paintball markers,
paintballs,  and equipment,  as well as real estate brokers. We have not engaged
any of these  vendors  and do not  intend to engage  them  until we have  raised
additional  funds.  We did not  spend  any  funds on  research  and  development
activities in the years ended December 31, 2009 and, 2008.

Description Of Business Plan

When IPA was organized in 2006,  the paintball  market was a splintered  largely
localized sports activity with great unrealized consolidation possibilities.  We
identified an opportunity to organize the players by offering them the option of
affiliating with a professionally run, technologically  efficient and aggressive
organization,  that we believed would lead the paintball  sport into a new level
of market  exposure and  acceptance.  From our  beginning,  our plan has been to
engage talent from the sport and use their  experience  and contacts to organize
the players  into  leagues and the  products  into venues  where we had the most
players with the best products on the best fields. That plan was started, talent
was engaged,  funds for market tests were raised,  proofs of concept tournaments
were held, but in the end, that initial effort was unsuccessful.  The time since
that initial  effort has been spent  unwinding  the  commitments  that were made
during that effort,  and analyzing the results to make necessary  changes to our
initial  business plan. In the time since that initial  effort,  the unorganized
market  opportunity  that existed is now being  organized and claimed by several
emerging  organizations doing certain pieces of what we are now proposing to do.
The success of those organizations  efforts has validated our early assessments,
but admittedly  now makes the work before us more  difficult.  That  competition
will be discussed in greater detail below.

Our business  operations will sell and market products for paintball  activities
and will promote our brand  identity in  paintball.  Contemporaneous  with those
efforts, we will establish a league based sanctioning body initially for amateur
players,  and  grow  them  into  semi-professional,  and  then  to  professional
paintball  leagues and play.  As NASCAR is to stock car racing and the PGA is to
Golf,  International  Paintball Association will seek to become their equivalent
as the sanctioning  body of Paintball play. To accomplish this we must establish
our own leagues, and establish our own IPA Uniform Rules of Paintball Tournament
Play. Our initial rules as written are generally  consistent  and  substantially
track  standard  rules  of  play  applied  by  other  "competing"  organizations
identified in the Competition discussion below.

Our  success  will be  determined  by our  ability to build or  acquire  branded
products,  and  to  co-market  other  brands  both  online  and  onsite  at  our
sponsored/sanctioned  events. Our success will not be determined by our becoming
the  sanctioning  body of the  paintball  industry.  However,  we  believe  that
membership in an organization that ties all of these components  together with a
sense  of  competitive  community  for the  members  in a way that  builds  on a
satisfying fan/player experience will generate steady growth in revenues.

IPA Uniform Rules of Play will change based on player  input/feedback and as use
may suggest is appropriate  or beneficial.  IPL Current Rules of Play are framed
around rules from the American  Paintball League (APL) Tournament Rules of Play,
and  the  National   Professional   Paintball  League  (NPPL).   Just  as  those
organizations,  player input for any changes will be solicited  from  committees
composed of IPA members.  As membership grows to provide the feedback desired to
improve the game experience.

                                       2
<PAGE>




To establish a league,  we must first build a membership base. We will apply the
lessons learned in the test tournaments sponsored in 2004 which are discussed in
greater detail below to enter the market.  We will establish our membership base
and  introduce our company to the  paintball  market by  sponsoring  tournaments
within the existing market structure at established paintball parks that have an
existing player following.  From our test  tournaments,  we confirmed what works
and what does not,  however,  we  recognize  that our cost of entry in different
geographical  and  demographic  markets  will  vary  with the  circumstance  and
opportunity.  Although we have  established  budgets for this  effort,  until we
begin that promotional  effort,  we will not know what may change about the cost
estimates we have made in our forecasts below.  Whenever  possible,  we will use
IPA Rules, but expect that it will be necessary to adapt and compromise to local
field rules to gain  exposure and market for the  Company.  We  understand  that
until our membership  base and following  becomes large enough to  significantly
impact a  tournament's  profitability,  the local park rules will  generally  be
applied.  With or without the use of IPA Rules,  our contribution to advertising
will make the event a "sanctioned" event. An event will be sanctioned because we
claim it as a "sanctioned"  event, not because IPA Rules are or are not applied.
Players  and  fans  who  attend  or  participate  in the  will be a  market  for
additional  membership,  and our  branded  products  which will be sold at those
events.

As discussed in greater detail below,  a membership  that is free is not seen as
having value.  Nevertheless,  to initially  build  numbers,  we may implement an
initial promotional signup effort at  sanctioned/sponsored  events that offers a
membership to individual payers in conjunction with player registration, or upon
some  combination of payment of event  admission fee and purchase of IPA branded
products  followed by an online signup  registration for spectator  non-players.
Sponsored  leagues and  tournaments  will be offered the opportunity to purchase
IPA logo branded merchandise,  and sponsoring fields will be distributors of IPA
logo merchandise.  As quickly as we determine that the market will permit, or as
our following and membership begins to bring additional attendance, then we will
implement  a  "membership  fee"  competitively  priced with other  "leagues"  as
discussed  below. At that juncture,  our IPA rules and structure can be required
as the  applied  league  and  tournament  rules for all IPA  sanctioned  events.
However,  there is no  assurance  that our  company can  accomplish  the goal of
building a successful following or marketing effort for products or memberships.

There is  substantial  overlap of our business plan with the stated  missions of
several other organizations  currently servicing the industry. At this time, the
most significantly is with the National Professional Paintball League which in a
recently  published open letter it players from its commissioner is committed to
expand its "Feeder League System" downstream from its professional  league. This
downstream growth will be fueled by the availability of  "professional"  players
to interact  with the  non-professionals.  The NPPL current  strategy  will have
professional  players  playing on Friday's and available to promote their Feeder
Leagues on Saturday.  When not playing, the Professional Players are directed to
be available  for  teaching,  and  promoting  the sport among the players in the
non-professional  leagues.  The potential for this  competition  has existed for
years,  but now it is a stated on record plan of action for the NPPL  expansion.
As discussed both earlier, and in greater depth below, our initial concentration
will  be on  the  non-professional  player  group.  Our  focus  will  be on  the
enthusiast   player   experience   while  the  NPPL   focus  is  on  using  that
non-professional  group to enhance the benefits to its professional  membership.
The NPPL growth strategy is from the top (professional) down (amateur). Our plan
is to grow  upward from our amateur  base up first into  semi-professional  then
perhaps into professional. We believe this distinction will make IPA affiliation
more  attractive  to a public  looking  for  entertainment  instead  of the more
intense mix associated with the Professional Leagues.

                                       3
<PAGE>




Product  marketing  trends continue to migrate from bricks and mortar fixed base
structures to online traffic at a staggering rate.  Forrester Research projected
online  retail  sales  growth from 2008 to 2009 to rise by 17%,  and Reuters has
projected  online  retail  growth to  increase  by 60% in 2014 over 2009.  It is
important  to note that this is growth  projected  in the shadow of the greatest
recession to confront our country  since the Great  Depression  of 1929.  Online
marketing has dramatically altered the way marketing dollars are spent. Shop.org
reports  that  more  than  50%  of  marketing  budgets  are  spent  on  customer
acquisition  and another 20+% for customer  retention.  Search Engine  Marketing
(SEM) and Search Engine  Optimization (SEO) strategies  utilizing paid placement
and inclusion has become standard and a requirement for any serious online sales
effort. A Shop.org survey reported that 90% of their respondents utilize pay for
performance  search  placement,  and  79%  of  those  respondents  indicated  an
expectation to increase that expense the next year.

Our online  marketing  site has been inactive for more than a year,  and we have
contracted  to have it  rebuilt.  We expect  that it will be  operational  on or
before  August 31, 2010.  IPA  currently  has no members,  and will initiate its
membership in conjunction with the restart of its new website and sponsorship of
tournaments.  SEM and SEO strategies will be outsourced,  but will be integrated
into the planning of this new marketing  site. This site is discussed in greater
detail below.  In the budgets shown  herebelow,  we have allocated  $350,000 for
advertising  from the first $1,000,000  raised,  and $40,000 of that is allotted
for services web advertising  for the first 12 post funding months.  The amounts
that will be allocated from the net balance  ($310,0000)  for product  promotion
online vs. paper print and for SEM and SEO services vs. U.S. Mail will be better
evaluated  closer in time to the expenditure than now, but because of the online
presence  and  fluency  of our  target  market,  we expect to focus on web based
promotions.

Our primary target market is males aged 13-34,  which  generation's  behavioral,
attributes  are considered  unique and tough to address by  traditional  product
marketers.  We believe  attributes  such as, a need for consistent  feedback and
recognition,  safety,  instant  gratification,  technology based social life and
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, our management  believes will be
attracted to realistic paintball scenario play, with the "last man standing" the
winner. We intend to attempt to create a brand that has life-style qualities for
this  target  market,  encouraging  daily  visits  to  the  website  for  social
networking,  and paintball sport updates,  off-field team building, and balanced
work/play lifestyle.

Competition

The Paintball market is dynamic market that  transitions  rapidly where multiple
organizations  are  competing  for  dominance,  and the "order" has not yet been
established  with any certainty.  Organizations  that existed and appeared to be
growing and strong  several years ago have  disappeared or been  reorganized.  A
recent apparent success is the recent reorganization of the NPPL into the old US
Paintball organization. That shift to focus on the Professional League component
of the industry  appears to have  significantly  stabilized  that segment of the
market.  With market  maturation,  there are  several  other  groups  within the
existing  paintball  culture that also appear to have well organized and growing
structures. Significant among them is the American Players Paintball Association
(APPA) which claims 50,000 players on record.  APPA's  business  revolves around
registering  players of leagues that use their system for tournaments,  and then
using that  registration  information  that they maintain to support the leagues
that utilize  their  services.  Additionally  they offer  insurance to parks and
tournaments  as an  enhancement  to their  market draw and appeal.  Leagues that
currently use the APPA system include  Paintball Sports  Promotions which claims
to be the largest national paintball league, the National  Collegiate  Paintball
Association  which is the  major  national  college  paintball  league,  and the
Carolina Field Owners Organization which is large regional league  organization.
Competition  is discussed in greater  depth below where we address  services and
products marketing.

                                       4
<PAGE>




International Paintball Association's Proposed Lines of Business

We are pursuing  two major lines of business,  the first is sales of branded and
co-marketed products and services,  and the second is developing our position as
a leading  sanctioning body of the Paintball Sport.  With both online and onsite
product  sales at  sponsored  or  sanctioned  events we will sell "IPA"  branded
products and services (detailed hereinafter) to attending spectators, league and
tournament participants (IPA members), and IPA affiliating parks and facilities.
The product sales component of our model will generate revenue  projected in the
financial budgets included here after. We do not know when or if the sanctioning
component of our  business  plan will  generate  funds  sufficient  to cover its
costs.  However,  we  expect to see  benefit  from our  sanctioning  promotional
efforts through enhanced logo brand sales both online and at events.

By claiming to be a "sanctioning body", we become one. Nothing more is required.
Over time, our member  relations and our selection and  designation of events as
sanctioned will determine the success and financial  benefit we derive from that
claim.  Success as a  sanctioning  body can be  measured  by  several  different
standards.  If the  incremental  sales revenues  derived as a consequence of our
claim as sanctioned, are material, then we will be considered successful. When a
significant  number of parks or tournaments adopt our rules and policies and use
them as a "standard",  then our sanctioning can be considered successful. If our
members/affiliates  exceed the number of  members/affiliates  of other organized
paintball associations,  then we will be successful.  We expect to establish the
"IPA" sanctioned  event as a standard which will have value through  recognition
of consistent and uniform  policies and rules from region to region and in local
areas.  While there can be no assurance at this time of the growth or acceptance
of IPA  sanctioning  we believe it will have  promotional  value to those parks,
tournaments and vendors which affiliate with IPA.

We  believe   that  our  segment   penetration   revenue   shares  and  time  to
implementation may be summarized as follows:

Product Markets

a)   Marketing to commence - 8/1/10 first significant rollout

b)   Revenue penetration 94% of total revenues within first 9 months down to 80%
     of revenues.

c)   Products  will all use "IPA" logo to create  awareness of IPA to carry over
     to "Services" side.


Services

a)   Marketing to commence 8/30/10

b)   Revenue participation 5% of total revenues

c)   Services model will cross promote the product side by offering IPA approved
     products

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

            Revenue                        Product Sales                             Services
---------------------------------------------------------------------------------------------
September 2010                                  94%                                     6
October 2010                                    92%                                     8
November 2010                                   90%                                     10
December 2010                                   88%                                     12
January 2011                                    86%                                     14
February 2011                                   85%                                     15
March 2011                                      84%                                     16
April 2011                                      83%                                     17
May 2011                                        82%                                     18

</TABLE>

                                       5
<PAGE>




As marketing begins its rollout in September and market awareness of IPA builds,
then the  tournaments  sponsored  and  sanctioned  will become more frequent and
increase in number.  We expect that initial  tournaments will be less profitable
than later  tournaments as we buy into the market.  We will maintain our margins
for IPA brand logo from the initial  rollout  and  consequently  as  tournaments
become more  profitable,  they will contribute a larger portion against a stable
margin from product sales.

Product Based Business.

As reflected above, our initial revenue stream will be product sale based,  with
a growing  service  contribution.  We will  offer IPA logo  products  as well as
co-marketed products from other manufacturers to both promote IPA and to support
our  members/customers who participate in the sport. Our clothing line is a tool
we plan to use to help  promote the sport as well as show support for the sport.
Participants  will purchase IPA logo clothing and articles as part of their play
experience to extend the satisfaction and maintain the memory of the event. Ours
is an activity  associated  memory and with anticipation of upcoming IPA events,
so players who continue to play at IPA events will  accumulate  IPA logo branded
event specific  merchandise.  However,  there is no expectation  that sales will
occur to any substantial degree until we begin sponsoring IPA sanctioned events.

We are currently in discussions with  distributors to secure access for our site
to  offer a  complete  line  of  paintball  items  without  physically  handling
inventory and  distribution.  We also have products lists, and order information
for  three  different  paintball  product  lines  which are  available  to us at
wholesale pricing or on a private label basis. We will initiate these agreements
as needed in  conjunction  with  bringing  our  website  online.  The  following
products and  services  will be offered to the public via our website and at our
sponsored/sanctioned events:

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.  We will  provide a line of  clothing to our  customers.  IPA will not
manufacture  the clothing it may sell,  but will offer designs that are produced
by third party manufacturers.  The clothing may be sold through online sales, at
tournaments and through  wholesalers,  with IPA promoting the clothing at events
and through links on its website. The clothing will carry the official IPA label
and authentication.  The clothing's primary purpose is to promote paintball as a
lifestyle,  while also giving players a distinctive aggressively clothing styles
as an alternative to other lines available in the market.

Equipment.  Various types of private  labeled  equipment from third parties will
also be sold on our website as well.  This  equipment  will include  paintballs,
masks,  markers,  and accessories.  By doing this, we can illustrate the type of
equipment  that is  expected  to be used by  players  participating  within  our
tournaments,  leagues and events  while also  seeking to  diversify  our revenue
generating activities.

As referenced  above,  we are in discussions  with companies that have agreed to
provide product and distribution  services on an out-sourced basis with positive
gross  margins to the Company.  Through those  relationships  we will be able to
offer to sale from our website a range of paintball related products.  This will
allow the Company to selectively introduce its own IPA branded products,  and to
have initial  buying power in the market place without the cost of  establishing
warehouse and  distribution  facilities.  We will also establish a web affiliate
program available to member parks only, that establishes  relevant links for web
ranking purposes,  while driving volume. As hits build, and traffic increases on
the website, we believe  advertising  opportunities and sponsorships will become
another source of revenue.

                                       6

<PAGE>




Planned Services

The "International  Paintball Association" is a membership association that will
be managed by our Company,  and will provide services to its members,  stimulate
brand loyalty and build brand market share. Association memberships will be sold
for an annual fee. As discussed earlier, Free Membership would have no perceived
value  and  except  in the  initial  promotion  phase  will not be  offered.  We
currently are not providing any tournament or league  sanctioning or management.
We plan to begin that  activity in the third  quarter of 2010  conditioned  upon
achieving  adequate capital for such operations.  We have budgeted  $500,000 for
this business segment (See Plan of Operation).  We have no committed sources for
this  funding  required.  Our  timeline is to  implement  this phase in the next
twelve months.

Planned Industry Segment Services

The services segment will allow us 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 us to tap into spectator  event
generated  revenue,  as well as media  coverage and  sponsorships.  We intend to
build "Farm Teams" (teams of local  paintball  players who compete  against each
other) in local areas in  conjunction  with local parks or paintball  facilities
starting in third  quarter  2010 where we use our brand "IPA" to join with local
businesses  as  financial  sponsors,   (generating  advertising  for  the  local
business) very similar to other regional league sports providing competition for
local teams.

1.  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.

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

3. Event Planning - We intend to provide event planning services in a wide range
of  applications   that  involve   paintball  play.  We  will  seek  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.

                                       7
<PAGE>




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

o    Planned Member Park Services

o    Professionally created marketing collateral  designed/available at volume o
     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

                                       8

<PAGE>




Web Store for Merchandising Products and Services

We intend 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


Our  website  will be designed to provide  membership  registration  and product
sales,  generating  an initial  source of revenue.  In the future,  we intend 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 plan is to drive more traffic to our IPA online
store for gear,  accessories,  apparel and paint  purchases.  As visitor  volume
increases, advertising opportunities become another source of revenue.

Membership Administration and Management

We intend 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 designed
to drive brand loyalty to the International  Paintball  Association,  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.

                                       9

<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

o        collateral

o        Scalable Operations Plan centrally developed

o        Governing Body for dispute resolution and consistent rules

Proposed Marketing Services

Our 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

We have test  marketed  tournament  events,  in 2004 in the Dallas and  Houston,
Texas area with 2 events,  in preparation  for larger scale  operations.  We had
approximately  100  attendees  at  each  event  with   approximately  40  paying
participants  at our Dallas  event and 80  participants  at our Houston  event..
These events were used to test the business  concept and to test event structure
in preparation for scalable operations.

The first event in Dallas was  unprofitable  losing  about  $6,000 on $12,606 in
revenue.  We learned from that unsuccessful  experience and our second event (in
Houston, Texas) had $25,921 revenue and approximately $5,092 in gross profit. We
also tested a league system in 2005 in a local paintball facility in Dallas, and
were encouraged by the participation by players.  However, it was apparent after
that exercise that success would require a strong member  communication  channel
with more organizational structure over a larger geographic area.

                                       10
<PAGE>




We learned several lessons from our previous events:

o    Start earlier with publicizing the event to give people a longer time frame
     to get the event on their personal calendar.

o    Early  enrollment  with earlier  cut-off  deadline so the  officials can be
     contracted.

o    Justify number of officials by participants - no guess work.

o    Pre-marketing  - use the internet to get the  announcement  out - website &
     e-mail

o    Online enrollment with ability to pay on website.

o    Use of Pay-Pal to control the cash risk.

o    Vendor price reduction on product

o    Benefits  of the draft was that we had teams with a more equal  competitive
     level. No team was too far advanced over another. This "leveled the playing
     field" and made every participant feel their  participation  contributed to
     the team effort.  We learned they would participate again if they were on a
     better team than they were individually.

o    We determined  that we could  further the play by developing  these leagues
     into pods that would lend itself to playoffs  and  championship  games.  We
     never had an opportunity to test the pod system.

Based on this  experience,  we have  developed our concepts  further and drafted
event rules. We believe such a foundation is what could make the tournaments and
league  play more  consistent  and  leads to the  scalability  of  league  play.
Participants in IPA sanctioned  leagues and  tournaments  will be required to be
members  of IPA  and the  league/tournament  events  will  be at IPA  affiliated
facilities.  Additional revenue  opportunities  exist for the sale of expendable
products (paint), event apparel, commemorative items, team uniforms, IPA branded
merchandise,  and  concessions.  We believe  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 IPA  affiliating  facilities,  as part of the  marketing
     services that IPA is offering.


Organization of Events

We intend to pick  quarterly  event dates in local  areas for local  tournaments
which we will promote through advertising in local media,  paintball stores, and
to our mailing lists of members and  enthusiasts.  We will have annual  regional
playoffs for local top  competitors.  Our company will  co-sponsor  these events
with local paintball facilities and retailers and national merchandisers.

                                       11
<PAGE>




Affiliations with Parks & Facilities

We intend to offer  affiliation with or association to paintball  facilities and
local  retailers  and  national  merchandisers.  By  such  affiliation  we  will
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.  These  affiliating  facilities
have not yet been  identified.  Our affiliation  will be based on market surveys
that have not yet been  performed  and which will not be performed  until a more
proximate  time, and  consequently  on fees that cannot yet be  determined.  Our
affiliations with retailers and  merchandisers  will be based on such factors as
location,  synergy with our goals,  and consumer  recognition  of the affiliate.
Until a larger number of these factors can be evaluated as costs associated with
the events, we cannot project who we will affiliate with, or what the associated
fees  associated  with that  transaction  will be. Fees that we determine can be
charged  will be  determined  by  local  market  conditions  at the  time of the
agreement.  Local market  conditions  and pricing  will vary  depending on local
economy at that specific time,  and costs of that local field.  Those costs will
vary with  location,  size and field  finish or  equipment.  Some  fields may be
suitable  for  charging  fees to  non-participants,  and  others  may  not.  The
determination of how these fees will be apportioned will be made initially as we
are able to  negotiate  at the time.  Experience  only  will  allow us to find a
pattern for charges and  allocation.  None of these are  constants  and all will
require  specific  analysis at the time of  negotiations  to arrive at a pricing
where  both IPA and the  affiliate  are able to make a  profit  on the  event or
relationship.

Plans for owned or Managed Facilities

We do not currently have any plans to acquire "owned  facilities",  or to manage
facilities,  as that would  require an entirely  new  management  structure  and
conflict through competition with our partnering or affiliating park plan.

Spectator Revenue Goal

We believe  non-player  spectator revenues are the ultimate goal of the business
plan. Our plan capitalizes on the collection non-player enthusiasts with friends
and families of members  competing in leagues and tournaments to build skill and
name  recognition.  Our plan  builds 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,  we believe additional revenue  opportunities that may be driven by
media offerings are possible.

The sources of these revenues may include:

o        Viewer Admission fees

o        Increased Concession Sales

o        Commemorative Event Programs, with team bio's, advertising, etc.

o        Product merchandising

o        Television

o        Sponsorship

                                       12
<PAGE>




Planned  Tournaments

The  tournaments  that IPA  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:

o        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.

o        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.

o        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 we will be using, 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

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

Competitive Strengths

We believe we will have a  competitive  edge within the  industry in that we are
focused on the largest  market  (amateurs),  and we have  refined our mission to
concentrate on the development and organization of paintball  tournament leagues
and  events.  There  are  several  other  paintball  associations  as  discussed
previously which can be considered peripherally  competitive to our company, but
we are not aware of any other  organizations  seeking to become  recognized as a
Paintball "sanctioning body". Many people and groups may organize one or perhaps
a few  paintball  tournaments,  but we are not  aware of any that  have  built a
series setting on on the scale that we plan.  Our planned IPA Tournament  Series
will refine and  refocus  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 local communities  where there is little  organization for
the sport.  We plan on being a driver in the  industry  in the  markets  that we
serve,  and expect to be the initial and only governing body,  giving us a first
to market advantage.

                                       13
<PAGE>




Business Strategy for Association Business

Our 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. We hope to
attain 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

Our  membership  pricing  below is in line with  competition.  Paintball  Sports
Promotion  (PSP) is the largest  non-professional  organization  in the national
tournament  business,  and their pretournament online annual player registration
fee is  $40.00  with an  increase  to  $50.00  if the  signup is on the day of a
participant's  tournament.  This is an annual  fee for a player  ID card  issued
through the American Paintball Players League (APPL) that is required for player
participation in any PSP event.

We will price our tournament services appropriately to appeal principally to the
rookie and novice players. Tournament entry fees and product offerings will vary
with a view to local historic pricings,  and the broader then current industry /
market prices.

Targeted Player Registration Fee:

         Annual Novice Fees                                   $ 50/yr.

         Competitors Annual Fees up to 5 years
         or until tournament (region) achieves pro            $150

         Pro (after 5 yrs)                                    $250

                                       14
<PAGE>




Promotion Strategy

Our  demographic  target  market  generally  prefers to obtain  its  information
electronically.  Our  promotions  strategy  will reflect that  preference in its
promotional  communications  focused on 13-34 year old males. IPA's website will
be a primary  avenue for internal team and  interleague  communication,  product
promotions  member specials,  forum product reviews,  or any promotional  online
marketing  opportunities  that may arise.  We will offer member parks use of IPA
promotion designs for local  implementation,  as well as the ability to tap into
volume buying power through IPA affiliate purchase programs.

Market  share and market  presence to build brand  identity  will be our initial
goal. We currently have no brand awareness and consequently cannot be considered
a "brand".  Our  promotions  will be  centered  on  registering  members  from a
targeted  region.  Local TV and radio ads,  print  media,  direct  mail,  public
relations,  and contests will be utilize,  all driving traffic to IPA's website.
During strategic promotional efforts, IPA will offer discounted, park membership
to approved  facilities  who generate a minimum number of IPA members from their
existing  customers,  thus tapping into their  customer  base, and enlisting the
park's help in securing memberships.

Product  promotions  are  planned  to these same  lists.  The IPA web store will
promote  aggressively  with  Search  Engine  Marketing  (SEM)and  Search  Engine
Optimization  (SEO)  strategies  utilizing paid placement and inclusion to drive
visits that convert to sales.  Member parks that join our affiliate program will
benefit from our inventory and volume  buying  power,  while driving  additional
page views on our site,  and sales  conversions.  As  product  becomes a greater
revenue  contributor to IPA, we plan to expand into IPA logo items,  and then to
expand to custom team apparel, as well. These items will be sold at tournaments,
on our website, and be worn by IPA sponsored players and teams.

Fees will be paid by Tournament  participants that are higher than standard play
fees.  Because of increased  play parks will price the facility use to IPA below
their  standard play rate, and that  incremental  excess will be revenue of IPA.
Also IPA will be selling  IPA logo at the event.  Those sales will be handled by
IPA  personnel  paid for by IPA.  However,  a portion of those IPA  administered
sales  will go to the  facility  as a fee.  All sales by the  facility  from its
inventory  stock  will not be  shared by IPA.  Parks  will  benefit  and will be
willing  to share the fees in the above  manner or some  hybrid  version  of the
above  because of the  increase  in volume  generated  by the  additional  event
marketing and promotion  monies spent by IPA and because of the  introduction of
new IPA  members to that  facility.  Varying  degrees of capital  investment  in
different  facilities as well as different market demographics  dictate that the
fee split structure will differ with different  parks.  Understandably,  the IPA
split will become stronger as the IPA brand builds in strength,  so the IPA side
of the split the first year will likely be smaller than the split we will expect
in subsequent years.

Sales Strategy

IPA's  sales  strategy  will focus  upon the brand  awareness  generated  by the
marketing techniques referenced above,  supplementing with limited use of inside
sales where appropriate.  Inside sales will be utilized to some degree utilizing
both inbound and outbound  sales calls.  While we will focus on product sales at
events  and  with  online  marketing  efforts  detailed   elsewhere  herein,  we
acknowledge that there remains a significant but shrinking segment of the buying
market  that  continues  to  prefer  phone  calls  for  purchasing   instead  of
online/internet orders. Because of this until our experience proves us wrong, we
will  maintain  an inbound  call  services  for  purchasers  who wish to call in
orders.  Also, outbound calls to parks to promote their stocking the IPA product
lines and to both parks and targeted individuals to promote IPA affiliation will
be utilized to promote and build IPA name recognition.  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  participate 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 expects to
hire professional and  semi-professional  paintball players,  and retired police
and military, as sales representatives.

                                       15
<PAGE>




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 ecommerce,
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.

Competition in the Services Segment

We believe that one of IPA's  competitive  advantages is that no other entity in
the sport has secured a market  position that include the benefits of a national
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,  Millennium
Series in Europe, XPSL League

                                       16
<PAGE>




Employees

As of May  18,  2010,  International  Paintball  Association  had no  full  time
employees.  The officers and directors of the Company  currently provide certain
services dedicated to current corporate and business  development  activities on
an as needed part-time basis.

Administrative Offices

The Company's  principal  address is 501 Trophy Lake Drive,  Suite 314, PMB 106,
Trophy Club,  Texas 76262, and the telephone  number is  (817)491-8611;  and the
facsimile  number is  (817)491-4955.  The Company does not currently pay monthly
rent  for  the  use of  this  address,  which  is the  office  of the  Company's
President.


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


                           FORWARD LOOKING STATEMENTS

This  document   includes   forward-looking   statements,   including,   without
limitation,   statements  relating  to  IPA's  plans,  strategies,   objectives,
expectations,  intentions  and  adequacy  of  resources.  These  forward-looking
statements  involve known and unknown  risks,  uncertainties,  and other factors
that may cause IPA actual results,  performance or achievements to be materially
different  from any future  results,  performance or  achievements  expressed or
implied by the forward-looking statements.  These factors include, among others,
the  following:  ability of IPA to implement its business  strategy;  ability to
obtain  additional   financing;   IPA's  limited  operating   history;   unknown
liabilities  associated  with  future  acquisitions;  ability to manage  growth;
significant  competition;  ability to attract and retain talented employees; and
future government  regulations;  and other factors described in this document or
in other of IPA filings  with the  Securities  and Exchange  Commission.  IPA is
under  no  obligation,   to  publicly  update  or  revise  any   forward-looking
statements, whether as a result of new information, future events or otherwise.



                          GENERAL BUSINESS RISK FACTORS

OUR COMPANY RISK FACTORS

Each prospective  investor should carefully consider the following risk factors,
as well as all other information set forth elsewhere in this prospectus,  before
purchasing any of the shares of our common stock.

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.

                                       17
<PAGE>


We will depend on management,  and if we lose management,  our Company may be at
risk if we cannot replace them.

Our business is  significantly  dependent upon our management  team. Our success
will be particularly dependent upon our leadership:  Ms. Brenda Webb our CEO and
acting  CFO.  The loss of Ms. Webb could have a material  adverse  effect on our
Company.  Management  is not working  full time for us and devotes  about twenty
hours per week to our operations. If we are successful in our funding plan, then
full time management will be engaged and transitioned  into management.  We have
begun  discussions  with several  different  individuals who we believe can fill
that  role,  but those  individuals  will not  engage,  and will not  permit the
discussions beyond their present level until our funding has begun. Ms. Webb has
no prior experience as an officer or director in a registered company, but among
our directors, Mr. Greene and Mr. Davenport both have served in management or as
directors with several public companies in multiple industries.  Mr. Compton has
considerable  experience  specific  to our  industry,  but has no  prior  public
company experience as an officer or director.

Over the last year,  we have had  several  changes in  management  and we cannot
provide  any  assurances  that we will be able to  continue  to  retain  current
management,  especially due to our current  liquidity  issues.  The inability to
retain management could have an adverse impact on our continuing 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  $2,047,095.  During the year ended December 31,
2009,  we incurred a net loss of  $148,848.  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 our assets.

We have  incurred  indebtedness,  totaling  $992,444 at December  31, 2009 and a
portion of our cash flow will have to be  dedicated  to the payment of principal
and  interest on such  indebtedness,  Our  indebtedness  at December  31,  2009,
consists of $217,667 accounts payable, $95,743 in accrued liabilities,  $478,500
notes payable and $200,534 in convertible  notes payable.  Currently,  we do not
have  adequate  capital to cover the  payment of this debt and future cash flows
may not be adequate to cover payments.

                                       18
<PAGE>




The $478,500 in notes  payable are all  currently  overdue.  While  overtures to
holders  proposing  extensions of the due dates have been sent,  there can be no
assurance that these efforts will be successful.  The $200,534  convertible note
payable is due on April 11, 2011,  and is  convertible  in part or in whole into
shares of common stock at a conversion price of $.50 per share (401,068 shares).
All notes are unsecured.

A  default  judgment  under  a  loan  agreement  or  for  any  of  our  existing
indebtedness could result in the loan becoming  immediately due and payable, and
then 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.

We have  convertible  debt  which  is  convertible  into  our  common  stock.  A
conversion of such debt could have a dilutive effect to existing shareholders.

At December 31, 2009,  we have an  outstanding  convertible  promissory  note of
$200,534.  Such note  payable is due on April 11, 2011 and is  convertible  into
Shares of our common  stock in whole or in part at a  conversion  price of $.050
per share.  When the note payable is converted  into shares of our common stock,
this could have a dilutive effect to the holdings of our existing shareholders

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, such as recession,  inflation,
unemployment,  and interest rates. Such changing  conditions could reduce demand
in the marketplace for our services and the paintball industry overall.

Current economic  conditions have resulted in individuals having less disposable
income, which could result in less potential players and a decreased interest in
paintball sports.  As a result we could see fewer  participants and reduced cash
flows that may result in delays in  execution of our  business  plan.  We cannot
confirm this expectation as we have no active  operations to measure or compare,
however,  industry  reports  are that the  rapid  growth  in this  industry  has
stabilized or slowed to a point of no growth as a consequence of the economy. We
cannot know  whether the growth  seen in the sport  before the current  economic
slowdown will revive, or whether another sport or interest will replace it.

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  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 will have to seek funds
through loans or equity  placements to cover such cash needs.  No commitments to
provide   additional  funds  have  been  made  by  shareholders  or  management.
Accordingly,  there can be no assurance that additional  funds will be available
to  the  Company  to  allow  us to pay  existing  debt  and  cover  future  cash
expenditures contemplated by our business plan.

                                       19
<PAGE>





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.

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 RELATED TO OUR 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.

The regulation of penny stocks by SEC and FINRA may  discourage the  tradability
of our securities.

We are a "penny stock"  company.  None of our securities  currently trade in any
market and, if ever  available for trading,  will be subject to a Securities and
Exchange  Commission rule that imposes special sales practice  requirements upon
broker-dealers  who sell such  securities  to  persons  other  than  established
customers  or  accredited  investors.  For  purposes  of the  rule,  the  phrase
"accredited  investors"  means,  in general terms,  institutions  with assets in
excess of $5,000,000,  or individuals having a net worth in excess of $1,000,000
or having an annual income that exceeds  $200,000 (or that, when combined with a
spouse's income,  exceeds $300,000).  For transactions  covered by the rule, the
broker-dealer  must make a special  suitability  determination for the purchaser
and receive the purchaser's  written  agreement to the transaction  prior to the
sale.  Effectively,  this  discourages  broker-dealers  from executing trades in
penny  stocks.  Consequently,  the rule will affect the ability of purchasers in
this  offering  to sell  their  securities  in any  market  that  might  develop
therefore  because  it imposes  additional  regulatory  burdens  on penny  stock
transactions.

In addition,  the  Securities  and Exchange  Commission  has adopted a number of
rules to regulate "penny stocks". Such rules include Rules 3a51-1, 15g-1, 15g-2,
15g-3,  15g-4,  15g-5, 15g-6, 15g-7, and 15g-9 under the Securities and Exchange
Act of 1934, as amended. Because our securities constitute "penny stocks" within
the meaning of the rules, the rules would apply to us and to our securities. The
rules will further affect the ability of owners of shares to sell our securities
in any  market  that  might  develop  for them  because  it  imposes  additional
regulatory burdens on penny stock transactions.

                                       20
<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  consequent  investor  losses.  Our
management is aware of the abuses that have occurred  historically  in the penny
stock  market.  Although  we do not  expect to be in a position  to dictate  the
behavior  of the market or of  broker-dealers  who  participate  in the  market,
management  will strive within the confines of practical  limitations to prevent
the described patterns from being established with respect to our securities.

We will pay no foreseeable dividends in the future.

We have not paid dividends on our common stock and do not ever anticipate paying
such dividends in the foreseeable future.

No public  market  exists  for our common  stock at this  time,  and there is no
assurance of a future market.

There is no public  market for our common  stock,  and no assurance can be given
that a market will develop or that a shareholder  ever will be able to liquidate
his  investment  without  considerable  delay,  if at all.  If a  market  should
develop,  the price may be highly  volatile.  Factors such as those discussed in
the "Risk Factors"  section may have a significant  impact upon the market price
of the  shares  offered  hereby.  Due to the low price of our  securities,  many
brokerage  firms may not be willing to effect  transactions  in our  securities.
Even if a  purchaser  finds a broker  willing  to  effect a  transaction  in our
shares, the combination of brokerage commissions,  state transfer taxes, if any,
and any other selling costs may exceed the selling price.  Further, many lending
institutions will not permit the use of our shares as collateral for any loans.

Our investors may suffer future  dilution due to issuances of shares for various
considerations in the future.

There may be  substantial  dilution  to our  shareholders  as a result of future
decisions of the Board to issue shares  without  shareholder  approval for cash,
services, or acquisitions.

We are a reporting company, but our stock is not publicly traded.

There is no trading market for our common stock. We are subject to the reporting
requirements  under  the  Securities  and  Exchange  Act of 1934,  Section  13a,
pursuant  to  Section  15d of the  Securities  Act and we are  registered  under
Section 12(g).  As a result,  shareholders  will have access to the  information
required to be reported by publicly  held  companies  under the Exchange Act and
the regulations thereunder. We intend to provide our shareholders with quarterly
unaudited reports and annual reports containing  financial  information prepared
in  accordance  with  generally  accepted   accounting   principles  audited  by
independent  certified  public  accountants and we intend to be registered under
the Securities Exchange Act, Section 12(g).

                                       21
<PAGE>




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 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.

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 January 27, 2010, we filed a second  Amended  Registration  Statement on Form
10/A with the Securities and Exchange  Commission  ("SEC"). On February 6, 2010,
in connection with the filing on Form 10/A we received a comment letter from the
SEC  regarding the  disclosures  in the filing on Form 10/A. We have been in the
process of preparing  our  response to such  comments and amending our Form 10/A
filing for such comments and will be filing such  documents  with the SEC in the
near future.

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

Our  principal  mailing  address is 501 Trophy Lake Drive,  Suite 314,  PMB 106,
Trophy Club,  Texas 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  offices  or 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, J.H. Brech,  LLC, 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
--------------------------

IPA 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 IPA cannot assure that their ultimate  disposition will not have
a materially adverse effect on IPA's business,  financial condition,  cash flows
or results of operations.  As of the filing of this document, we are not a party
to any pending legal  proceedings,  nor are we aware of any civil  proceeding or
government authority contemplating any legal proceeding.

ITEM 4.  (REMOVED AND RESERVED)
------------------------------

Not applicable.


                                       22
<PAGE>



                                     PART II


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

Market Information

Currently  there is no public  trading  market  for our  stock,  and we have not
applied to have the common stock  quoted for trading in any venue.  We intend to
apply to have the common  stock  quoted on the OTC  Bulletin  Board  immediately
after the  effectiveness  of our Form 10 filing.  No trading symbol has yet been
assigned.

Rules Governing  Low-price Stocks That May Affect Our  Shareholders'  Ability to
Resell Shares of Our Common Stock

Our stock  currently is not traded on any stock  exchange or quoted on any stock
quotation system. We intend to solicit a broker to apply for quotation of common
stock on the FINRA's OTC/BB, after the effectiveness of our Form 10 filing.

Quotations on the OTC/BB reflect  inter-dealer  prices,  without retail mark-up,
markdown or commission and may not reflect actual transactions. Our common stock
will be subject to certain rules adopted by the SEC that regulate  broker-dealer
practices  in  connection  with  transactions  in "penny  stocks."  Penny stocks
generally are securities with a price of less than $5.00,  other than securities
registered  on  certain  national  exchanges  or  quoted on the  Nasdaq  system,
provided  that  the  exchange  or  system  provides  current  price  and  volume
information with respect to transaction in such securities. The additional sales
practice and disclosure  requirements  imposed upon  broker-dealers  are and may
discourage  broker-dealers from effecting transactions in our shares which could
severely limit the market  liquidity of the shares and impede the sale of shares
in the secondary market.

The penny stock rules require broker-dealers,  prior to a transaction in a penny
stock  not  otherwise  exempt  from the  rules,  to make a  special  suitability
determination  for the purchaser to receive the  purchaser's  written consent to
the transaction prior to sale, to deliver standardized risk disclosure documents
prepared by the SEC that provides  information about penny stocks and the nature
and  level of risks in the  penny  stock  market.  The  broker-dealer  must also
provide the customer with current bid and offer  quotations for the penny stock.
In addition,  the penny stock regulations  require the broker-dealer to deliver,
prior to any transaction involving a penny stock, a disclosure schedule prepared
by the SEC relating to the penny stock market,  unless the  broker-dealer or the
transaction is otherwise  exempt.  A broker-dealer  is also required to disclose
commissions  payable to the broker-dealer and the registered  representative and
current  quotations for the securities.  Finally, a broker-dealer is required to
send monthly statements  disclosing recent price information with respect to the
penny stock held in a  customer's  account and  information  with respect to the
limited market in penny stocks.

Holders

As of May 18,  2010,  we have  approximately  97  shareholders  of record of our
common stock. Sales under Rule 144 are also subject to manner of sale provisions
and notice  requirements and to the  availability of current public  information
about us. Under Rule 144(k),  a person who has not been one of our affiliates at
any time  during the three  months  preceding a sale,  and who has  beneficially
owned the shares proposed to be sold for at least 6 months,  is entitled to sell
shares without  complying with the manner of sale,  volume  limitation or notice
provisions of Rule 144.

                                       23
<PAGE>




Dividend Policy

Holders of IPA common stock are not entitled to receive dividends. International
Paintball Association, Inc. has not declared or paid any dividends on IPA common
shares and it does not plan on declaring any  dividends in the near future.  IPA
currently  intends to use all  available  funds to  finance  the  operation  and
expansion of its business.

Recent Sales of Unregistered Securities

During the period of January 1, 2009 through  December 31, 2009, we did not make
any sales of or issuances of our unregistered securities.

Issuer Purchases of Equity Securities

IPA did not  repurchase  any  shares of its common  stock  during the year ended
December 31, 2009.

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

Not applicable.


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


MANAGEMENTS' DISCUSSION AND ANALYSIS


The  following  discussion  should  be  read in  conjunction  with  our  audited
financial statements and notes thereto included herein.

This discussion 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.

The  independent  registered  public  accounting  firm's report on the Company's
financial  statements  as of  December  31,  2009  includes  a  "going  concern"
explanatory  paragraph  that  describes  substantial  doubt about the  Company's
ability to continue as a going concern.

Plan of Operations

The Company was formed for the purpose of  providing,  services and products for
paintball sport  activities.  Paintball sport activities are those activities by
persons who are using  paintball  equipment  and  accessories  for  recreational
entertainment in various games and interactions with other paintball enthusiasts
whether  organized  formally  or in ad hoc  activities.  "Paintball  Activities"
includes the shooting of paint  pellets with air guns at targets,  other players
in competitive  individual or team play, and role playing in simulated  military
or law enforcement scenarios.  The sport/sanctioned  activities/competitions  we
will sponsor will focus on  traditional  paramilitary  style  paintball  team or
individual competition.

                                       24
<PAGE>





Our Company  filed this Form 10 on a voluntary  basis in order to become a 12(g)
registered  company under the Securities  Exchange Act of 1934, and by filing we
are automatically subject to future reporting obligations.

Plan Of Operations With 12 Month Budget And Quarterly Goals

We intend to commence a private offering in 2010 to fund the budget below.

We intend to raise  $1,000,000  in a private  placement to finance the following
twelve months of operations. With current economic conditions as they are, there
is no assurance that we will be able to complete a $1,000,000  private placement
in 2010.

Our operating budget, based on the intended $1,000,000 Capital raise is:

         Enhanced Web Site Development and Operations                   $50,000
         Conference and Travel                                           25,000
         Legal and Accounting                                            65,000
         Branding, Marketing & Advertising                              350,000
         General and Administrative Expense                             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

If we are unable to complete the placement of $1,000,000, we will reduce certain
of the above categories as discussed below.

The following is a more detailed breakdown of our proposed activities and goals,
we expect to achieve with our initial raise of $1,000,000.

Phase One: We intend to initiate discussion with and engage experienced industry
advisors to assist our management team to begin our management search effort. We
will utilize our existing personal relationships in that selection, but have not
yet reached a decision on which  individual or group we will  associate for that
effort. We expect to issue invitation for interviews during this time.

Phase Two:  We will begin our  management  interviews  with the intent of hiring
immediately.

Phase  Three:  If new  management  hires are not  complete,  then that will have
priority at this time. Our new corporate management team will be responsible for
development and implementation of the following additional items:

     1. Establish initial operating policies and procedures  corporately and for
     multiple paintball league and tournament operations

     2.  Establish  accounting  structure  and policies  for multiple  paintball
     league and tournament operations.

     3. Continue funding efforts if not yet complete.

     4. Assist in  recruiting  additional  promotional  talent for IPA marketing
     efforts both in both product sales and in league/tournament building

In the event are not  successful  in raising  any of the funds  sought  with our
initial $1,000,000  placement,  we will continue our work to maintain our status
as a reporting  company  with limited  travel and the minimum of  administrative
expenses while we continue to pursue funding.  We will continue activities where
costs are not incurred, but where costs would be incurred, we will not engage in
any of the other activities set forth in Phase One.

                                       25
<PAGE>





Results of Operations for Years Ended December 31, 2009 and 2008.

During the years ended  December  31, 2008 and 2009,  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 $101,847  for the year  ending  December  31,  2009.  The
decrease of $57,071 is a result of a 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..

During the year ended  December 31, 2009, we  recognized an interest  expense of
$47,001  compared  to $45,992  during  the year ended  December  31,  2008.  The
increase of $41,009 was a result of a increase in notes payable  during the year
ended December 31, 2009.

During the year ended  December 31, 2009,  we  recognized a net loss of $148,848
compared to a net loss of $205,597  during the year ended December 31, 2008. The
decrease of $56,749 was a result of the $57,071 decrease in operational expenses
combined  with the $1,009  increase  in  interest  expense,  along with the $687
decrease in depreciation and amortization.

Liquidity and Capital Resources

From  inception  through  December  31,  2009,  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.


For the Years Ended December 31, 2008 and 2009

Cash flow from  operations has not  historically  been sufficient to sustain our
operations without the above additional  sources of capital.  As of December 31,
2009,  the Company had total  assets of $61  consisting  solely of cash and cash
equivalents  of $38 and total  liabilities  of $992,444,  consisting of accounts
payable of  $176,834,  accounts  payable  related  parties of  $40,833,  accrued
interest  payable of $95,743 and notes payable of $679,034.  The working capital
deficit as of December 31, 2008 was $837,415.

Cash used by the Company's  operating  activities during the year ended December
31, 2009 was $38 compared to $119,206  during the year ended  December 31, 2008.
During the year ended December 31, 2009, net losses of $148,848, were reconciled
of non-cash  activities of $61 in amortization and depreciation  expense with an
increase in accounts  payable by $101,919 and a decrease in accounts  receivable
of $46,923  comprising  most of the balance.  During the year ended December 31,
2008, net losses of $205,597 were  reconciled by non-cash  activities of $748 in
amortization  and  depreciation   expense  and  $21,600  in  compensatory  stock
expenses,  with the balance  largely  from an  increase in accounts  payable and
accrued liabilities.

During the years ended  December 31, 2008 and 2009,  the Company did not receive
or use funds in its investing activities.

                                       26
<PAGE>





During the year ended  December  31,  2009,  the Company  received no funds from
financing  activities,  but 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

At December 31, 2009, the Company had $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
during  the year  ended  December  31,  2009 and 2008 of  $38,265  and  $45,992,
respectively.

In April 2009, a related  party owed  $200,534 for  accounts  payable  agreed to
convert  the  amount  owed  to  it  into  a  Convertible  Promissory  Note.  The
Convertible  Promissory note is unsecured,  has an interest rate of 6% and a due
date of April 10, 2010. The  promissory  note provides the holder with the right
to convert part or all of the outstanding  principal and/or interest into shares
of the  Company's  common  stock at a rate of $0.50 per share.  At December  31,
2009, $200,534 was outstanding. During the year ended December 31 2009, interest
of $8,736 had been accrued.

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.

Going Concern

The  independent  registered  public  accounting  firm's report on the Company's
financial statements as of December 31, 2009 and 2008 includes a "going concern"
explanatory  paragraph  that  describes  substantial  doubt about the  Company's
ability to continue as a going concern.

The Company is dependent on raising  additional equity and/or,  debt to fund any
negotiated  settlements  with its  outstanding  creditors  and meet its  ongoing
operating expenses. There is no assurance that the Company will be able to raise
the  necessary  equity  and/or  debt  that the  Company  will need to be able to
negotiate  acceptable  settlements  with its  outstanding  creditors or fund its
ongoing  operating  expenses.  The Company cannot make any  assurances  that the
Company will be able to raise funds through such activities.

Critical Accounting Policies

The Company  has  identified  the  policies  below as  critical to its  business
operations and the understanding of the Company's  results from operations.  The
impact and any  associated  risks  related to these  policies  on the  Company's
business operations is discussed throughout Management's Discussion and Analysis
of Financial Conditions and Results of Operations where such policies affect the
Company's reported and expected financial results.  For a detailed discussion on
the application of these and other accounting policies,  see Note 1 in the Notes
to the Financial Statements for the years ended December 31, 2009 and 2008.

                                       27

<PAGE>





Use of Estimates

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

Net Loss Per Share

Net loss per share is based on the  weighted  average  number  of common  shares
outstanding during the period. This number has not been adjusted for outstanding
options since the average would be anti-dilutive.

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

IPA'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.  Our cash  holdings do not  generate  any
significant interest income.

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

The audited financial statements of International  Paintball  Association,  Inc.
for the years  ended  December  31,  2009 and  2008,  period  from May 25,  2004
(inception) through December 31, 2009 start at page F-1.

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, 2009 (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.

                                       28
<PAGE>




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

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

Our management is responsible for establishing and maintaining adequate internal
control over financial  reporting for the company in accordance  with as defined
in Rules  13a-15(f) and 15d-15(f)  under the Exchange Act. Our internal  control
over financial  reporting is designed to provide reasonable  assurance regarding
the  reliability  of  financial  reporting  and  the  preparation  of  financial
statements  for  external   purposes  in  accordance  with  generally   accepted
accounting  principles.  Our internal control over financial  reporting includes
those policies and procedures that:

     (i)  pertain to the  maintenance  of records that,  in  reasonable  detail,
          accurately and fairly reflect the transactions and dispositions of our
          assets;

     (ii) provide  reasonable   assurance  that  transactions  are  recorded  as
          necessary to permit preparation of financial  statements in accordance
          with generally accepted accounting  principles,  and that our receipts
          and expenditures  are being made on in accordance with  authorizations
          of our management and directors; and

     (iii)provide reasonable  assurance regarding prevention or timely detection
          of  unauthorized  acquisition,  use or  disposition of our assets that
          could have a material effect on our financial statements.

Because of its inherent  limitations,  internal control over financial reporting
may not prevent or detect misstatements.  Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate  because of changes in  conditions,  or that the degree of compliance
with the policies or procedures may deteriorate.

Management's  assessment  of  the  effectiveness  of the  registrant's  internal
control over  financial  reporting is as of the year ended December 31, 2009. In
making this assessment,  Management used the criteria set forth by the Committee
of  Sponsoring  Organizations  of the  Treadway  Commission  (COSO) in  Internal
Control--Integrated  Framework.  Management  believes that internal control over
financial  reporting is effective.  The Company has not identified any,  current
material weaknesses,  considering the nature and extent of the Company's current
operations  and any  risks  or  errors  in  financial  reporting  under  current
operations.

This  annual  report  does not include an  attestation  report of the  Company's
registered  public  accounting  firm regarding  internal  control over financial
reporting.  Management's  report was not subject to attestation by the Company's
registered  public  accounting  firm pursuant to temporary rules of the SEC that
permit the Company to provide only management's report in this annual report.

There  was no change in our  internal  control  over  financial  reporting  that
occurred  during the fiscal year ended  December  31,  2009 that has  materially
affected,  or is reasonably  likely to materially  affect,  our internal control
over financial reporting.

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

Not applicable.

                                       29

<PAGE>




                                    PART III

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

The following table sets forth  information as to persons who currently serve as
IPA's directors or executive officers, including their ages as of May 18, 2010.

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

               Name                            Age                      Position
------------------------------------ ------------------------- ---------------------------
Brenda D. Webb                                  63             CEO, President, CFO &
                                                               Chairman of the Board
Jeffrey Compton                                 33             Director
Malcolm C. Davenport, V                         58             Director
Redgie T. Green                                 57             Director

</TABLE>

Changes in Management

During  the year ended  December  31,  2009,  IPA had the  following  changes in
management:

     o    On January 8, 2009, Mr. Wesley F. Whiting resigned 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.  Malcolm  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 & CFO of the Company.

Biographical Information

BRENDA D. WEBB, age 63, Chief  Executive  Officer,  President,  Chief  Financial
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 was employed  with the Trust  Company of Georgia  where she
worked exclusively in the stock transfers department. She later spent nine years
as the Executive Assistant to the President at Bridan Industries,  Inc. followed
by  fourteen  years in real  estate  sales and  marketing.  Ms. Webb is also and
entrepreneur as the owner of Picture This, a retailer and manufacturer of custom
picture framing products and services.

                                       30
<PAGE>




JEFF COMPTON, age 33, 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.

MALCOLM C. DAVENPORT, V, CPA and JD, age 58, Director

Mr. Davenport  previously  served as a director of ITC Holding Company,  Inc., a
West Point,  Georgia-based  private technology  investment company.  Some of the
companies which it founded and grew include Powertel, Inc., (acquired by Deutche
Telkom for $5.89 billion + assumption of $1.2 billion  debt),  Mindspring,  Inc.
(merged with EarthLink {NASDAQ:  ELNK}),  E-Company Store,  Inc.,  PreSolutions,
Inc., ASYNC, Inc., and Knology,  Inc. {symbol NASDAQ: KNOL}. He also served as a
director for ITC DeltaCom,  Inc. {OTC BB: ITCD},  a Competitive  Local  Exchange
Carrier  (CLEC)  company that is  regionally  significant  in both the fiber and
direct long distance sale business in the southeast United States. Mr. Davenport
is licensed  and active as an  Attorney  in the State of  Georgia,  and holds an
inactive  license in  Alabama  as both an  Attorney  and as a  Certified  Public
Accountant.

REDGIE GREEN, age 57, 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
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 to July 2007. He was appointed as a
director of Aspeon, Inc. since 2007 through December 2009. He has been appointed
a director of INTREorg Systems, Inc.

Our  officers are spending up to 20 hours per week on our business at this time.
At such time as the Company is  financially  capable of paying  salaries,  it is
anticipated  that  management  will  assume  full  time  roles in the  Company's
operations  and be paid  accordingly  or find  additional  managers that will be
accordingly.

Terms of Officers & Directors

Our directors hold office until the next special meeting of the shareholders and
until their  successors  have been duly elected and qualified.  Our officers are
elected at the special  meeting of the Board of Directors  and hold office until
their successors are chosen and qualified or until their death, resignation,  or
removal.

                                       31
<PAGE>




Committees of the Board of Directors

Our Company is managed under the direction of its board of directors.  Our board
of directors  plans to establish an audit and  executive  committees  as soon as
practicable.

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.

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.

Annual Meeting

Our annual meeting of our  stockholders is expected to be held at a future date.
This will be an annual  meeting of  stockholders  for the election of directors.
The annual  meeting will be held at our 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 our board of directors.

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

The following table sets forth the officer compensation received during the last
three fiscal years,  including salary,  bonus and certain other  compensation to
our Chief  Executive  Officer and named  executive  officers  for the past three
fiscal years.  In April 2009,  Ms. Brenda Webb became the acting  CEO/CFO of the
Company. She has not received any compensation for her services.









                  (REMAINDER OF PAGE LEFT BLANK INTENTIONALLY)

                                       32
<PAGE>
<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         ($)      ($)      ($)    ($)          ($)            ($)             ($)         ($)
------------------- ---------- -------- -------- -------- -------- ------------- --------------- -------------- --------
Brenda D. Webb,
CEO, President,     2009          0        0        0        0          0              0               0           0
CFO (1)             2008          0        0       $0        0          0              0            $2,000      $2,000

Joy Gibbons,        2009          0        0        0        0          0              0               0           0
Chief Executive     2008          0        0       $1,250    0          0              0               0        $1,250
Officer (2)         2007          0        0       $0        0          0              0               0           0

Jeff Huitt, CFO     2009          0        0        0        0          0              0               0           0
and Director and    2008          0        0       $1,000    0          0              0               0        $1,000
Acting              2007          0        0       $0        0          0              0               0           0
CEO/President (3)

David Martinez,     2009          0        0        0        0          0              0               0           0
Chief Operating     2008          0        0       $3,000    0          0              0               0        $3,000
Officer(4)          2007          0        0       $0        0          0              0               0           0

</TABLE>

(1) On June 17, 2009, Ms. Brenda Webb was appointed the Chief Executive  Officer
& CFO of the Company. During the year ended December 31, 2008, Ms. Webb received
200,000 shares of restricted  common stock at $0.01 per share for $2,000 for her
services as a director of the Company.

(2) Ms. Gibbons received 125,000  restricted shares of common stock at $0.01 per
Share for services as  CEO/President,  during the year ended  December 31, 2008.
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.

(3) Mr. Huitt received  300,000  restricted  shares of common stock at $0.01 per
Share for his services as CEO,  during the year ended  December  31,  2008.  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.

(4) Mr. Martinez received 100,000 restricted shares of common stock at $0.01 per
share,  during the year ended  December 31, 2008.  On April 13, 2009,  Mr. David
Martinez resigned as Chief Operating Officer


Ms. Webb does not have an employment agreement with the Company.

                    OPTION/SAR GRANTS IN THE LAST FISCAL YEAR

IPA does not have a stock option plan as of the date of this  filing.  There was
no grant of stock  options  to the  Chief  Executive  Officer  and  other  named
executive officers during the fiscal years ended December 31, 2008 and 2009.

Employment  Contracts  and  Termination  of  Employment  and   Change-in-Control
Arrangements

There are no employment contracts, compensatory plans or arrangements, including
payments  to be  received  from us,  with  respect  to any of our  directors  or
executive  officers which would in any way result in payments to any such person
because of his or her resignation, retirement or other termination of employment
with  us,  any   change  in  control  of  us,  or  a  change  in  the   person's
responsibilities following such a change in control.

                                       33
<PAGE>




Compensation Committee Interlocks and Insider Participation

The IPA board of directors in its entirety  acts as the  compensation  committee
for IPA.

Stock Option Plan

The Company does not have a stock option plan at this time.


                              Director Compensation

The following table sets forth certain information concerning  compensation paid
to our directors for services as directors,  but not including  compensation for
services as officers  reported in the "Summary  Executives  Compensation  Table"
during the year ended December 31, 2009:

<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                                 ($)          earnings      compensation   Total
                    ($)                                                  ($)              ($)         ($)
---------------- ---------- ------------ ------------ ------------ ----------------- -------------- ---------
Redgie  T.         $ -0-       $-0-          -0-         $ -0-           $-0-            $ -0-       $ -0-
Green

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

Brenda D. Webb     $ -0-       $-0-          -0-         $ -0-           $-0-            $ -0-        $-0-

Malcolm C.         $ -0-       $-0-          -0-         $ -0-           $-0-            $ -0-        $-0-
Davenport

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

David Martinez     $ -0-       $-0-          -0-         $ -0-           $-0-            $ -0-        $-0-
(2)

Jeffrey Huitt      $ -0-       $-0-          -0-         $ -0-           $-0-            $ -0-        $-0-
(3)

Wesley Whiting     $ -0-       $-0-          -0-         $ -0-           $-0-            $ -0-        $-0-
(4)
</TABLE>


     (1)  Ms. Gibbons resigned as the Chief Executive  Officer and a director of
          the Company on March 18, 2009.

     (2)  Mr.  Martinez  resigned as an officer  and  director of the Company on
          April 13, 2009.

     (3)  Mr. Huitt resigned as a director of the Company on May 8, 2009.

     (4)  Mr. Whiting resigned as a director in January 2009.

All of our  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.

                                       34
<PAGE>





It is  possible  that  situations  may arise in the  future  where the  personal
interests of the officers and directors may conflict  with our  interests.  Such
conflicts could include  determining  what portion of their working time will be
spent on our business and what portion on other business  interest.  To the best
ability and in the best judgment of our officers and directors, any conflicts of
interest  between us and the personal  interests  of our officers and  directors
will be  resolved  in a fair  manner  which  will  protect  our  interests.  Any
transactions  between us and entities affiliated with our officers and directors
will be on terms  which are fair and  equitable  to us.  Our Board of  Directors
intends to continually review all corporate  opportunities to further attempt to
safeguard against conflicts of interest between their business interests and our
interests.

We have no  intention of merging  with or  acquiring  an  affiliate,  associated
person or  business  opportunity  from any  affiliate  or any client of any such
person.

We have agreed to pay $500 for Directors fees for meeting  attendance,  however,
the payment of those fees are waived when the cash  financial  situation  of the
Company does not have funds to pay.  Stock maybe issued in lieu of cash payments
from time to time.  An Audit  Committee has yet to be  established  therefore no
compensation has been paid for this function.

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.


                      EQUITY COMPENSATION PLAN INFORMATION

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

                                       35

<PAGE>






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 IPA outstanding common stock by:

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

     o    IPA 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 IPA 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 IPA common stock that
IPA believes was beneficially  owned by each person or entity as of December 31,
2009.

There are currently 100,000,000 common shares authorized of which 10,499,166 are
outstanding.

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

                               Number of Shares of
Name and Address of                                            Common Stock           Percent of Class
Beneficial Owner (1)                                        Beneficially Owned       Beneficially Owned
--------------------------------------------------------- ------------------------ -----------------------
Brenda D. Webb, CEO, President, CFO and Chairman of the                 1,300,000          12.38%
Board (2)

Jeff Compton, Director                                                     25,000          0.24%

Malcolm Davenport, IV, Director                                                 0            0%

Redgie Green, Director                                                     25,000          0.24%

J.H. Brech, LLC (3)                                                     1,000,000          9.53%
                                                          ------------------------ -----------------------

All directors and executive officers as a group (four                   1,350,000          12.86%
persons)
---------------------------------------------------------
</TABLE>

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

                                       36
<PAGE>




(2) Brenda Webb is a member of JH Brech,  LLC,  which owns  1,000,000  shares of
common stock and a convertible  promissory note  convertible into 418,540 shares
of the Company's common stock at December 31, 2009.  Brenda Webb personally owns
300,000 shares.  If all notes were converted Ms. Webb would own directly 300,000
shares and beneficially 1,418,540 for a total of 1,718,540.

(3) J. H.  Brech,  LLC  owns  1,000,000  shares  of  common  stock  and  holds a
convertible promissory note in the principal amount of $200,534. The convertible
promissory  note provides for  conversion  of principal and accrued  interest at
$0.50 per share.  If such  principal  and accrued  interest  where  converted at
December 31, 2009, J.H. Brech would receive 418,540 shares of common stock.

*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.  The Company
does not have an options or warrants outstanding at December 31, 2009.

 . 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,  of which Ms.  Webb,  and  officer and
director of the Company, is a member (JH Brech LLC) 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.

As of December 31,  2009,  the Company  owed  approximately  $40,833 in accounts
payable to a related  party,  JH Brech LLC for  consulting  services J.H.  Brech
consulting  services  included  such  activities  as corporate  development  and
financial advisement.

Ms. Webb, an officer and director of the Company, is owed $5,833 at December 31,
2008 for services.  In addition,  Ms. Webb is a member of J.H. Brech, LLC, which
holds a convertible promissory note as discussed below.

In April 2009, a related  party owed  $200,534 for  accounts  payable  agreed to
convert  the  amount  owed  to  it  into  a  Convertible  Promissory  Note.  The
Convertible  Promissory note is unsecured,  has an interest rate of 6% and a due
date of April 10, 2010. The  promissory  note provides the holder with the right
to convert part or all of the outstanding  principal and/or interest into shares
of the  Company's  common  stock at a rate of $0.50 per share.  At December  31,
2009, $200,534 was outstanding. During the year ended December 31 2009, interest
of $8,736 had been accrued.

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

GENERAL.  Ronald R.  Chadwick,  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  are  compatible  with  maintaining
Chadwick's independence.

                                       37
<PAGE>





The  following  table  represents  aggregate  fees billed to the Company for the
years ended December 31, 2009 and December 31, 2008 by Ronald R. Chadwick, P.C.


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

                                                                 Year Ended December 31,
                                                          2009                              2008
                                              -----------------------------      ----------------------------
Audit Fees                                            $10,750                              $9,040

Audit-related Fees                                         $0                                $0


Tax Fees                                                   $0                                $0

All Other Fees                                             $0                                $0

                                              -----------------------------      ----------------------------
Total Fees                                            $10,750                              $9,040
</TABLE>

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

                                     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, 2009 and
          2008

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

(b)               Exhibit No.                                   Description
                  -----------                                   -----------
                 3.1            Articles of Incorporation of International Paintball Association, Inc. (1)

                 3.2            Bylaws of International Paintball Association, Inc. (1)

                 31.1           Certification of Chief Executive Officer pursuant to Section 302 of the
                                Sarbanes-Oxley Act (2)

                 32.1           Certification of Principal Executive/Accounting Officer pursuant to Section
                                906 of the Sarbanes-Oxley Act (2)
</TABLE>

--------------------------------------------------------------------------------
(1)  Incorporated  by  reference  from the  exhibits  included in the  Company's
Registration  Statement  on Form 10-12g filed with the  Securities  and Exchange
Commission  (www.sec.gov),  dated  October  16, 2008. A copy can be provided by
mail, free of charge,  by sending a written request to  International  Paintball
Association,  Inc.,  1510 Trophy Lake Drive,  Suite 314,  PMB 106,  Trophy Club,
Texas 76262

(2) Filed herewith.

                                       38

<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 cash flows                               4
                  Statements of stockholders' equity                     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.
Trophy Club, Texas

I have  audited  the  accompanying  balance  sheets of  International  Paintball
Association, Inc. (a development stage company) as of December 31, 2009 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, 2009. 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,  2009 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, 2009 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 2 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 2. The
financial  statements do not include any adjustments  that might result from the
outcome of this uncertainty.

Aurora, Colorado
R. Chadwick, P.C.
April 30, 2010
RONALD R. CHADWICK, P.C.

/s/Ronald R. Chadwick, P.C.

<PAGE>
<TABLE>
<CAPTION>



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

<S>                                                                                      <C>              <C>




                                                                                           December 31,
                                                                                         ---------------------------------
                                                                                              2009             2008
                                                                                         ---------------  ----------------
                                                                                           (Audited)         (Audited)
ASSETS:

Current Assets:
        Cash                                                                                       $ 38               $ -
                                                                                         ---------------  ----------------
               Total Current Assets                                                                  38                 -

        Furniture & Fixtures (Net)                                                                    -                61
                                                                                         ---------------  ----------------
               Total Fixed Assets                                                                     -                61


                                                                                         ---------------  ----------------
TOTAL ASSETS                                                                                       $ 38              $ 61
                                                                                         ===============  ================

LIABILITIES & STOCKHOLDERS' DEFICIT

Current Liabilities
        Bank over draft                                                                             $ -              $ 17
        Accounts Payable                                                                        176,834           148,934
        Accounts Payable, related parties                                                        40,833           167,348
        Accrued liabilities                                                                      95,743            48,820
        Notes payable                                                                           478,500
        Note payable, convertible                                                               200,534           478,500
                                                                                         ---------------  ----------------
               Total Current Liabilities                                                        992,444           843,619

                                                                                         ---------------  ----------------
               Total liabilities                                                                992,444           843,619
                                                                                         ---------------  ----------------
                                                                                         ---------------  ----------------

Stockholders' Deficit
Common Stock, no par value; 100,000,000 shares authorized
        10,449,166 issued and outstanding at December 31, 2009 and 2008, respectively           930,358           930,358
Preferred Class A stock, no par value 240,000 shares authorized
        No shares issued and outstanding at December 31, 2009 and 2008, respectively                  -                 -
Preferred Class B stock, no par value 1,600,000 shares authorized
        No shares issued and outstanding at December 31, 2009 and 2008, respectively                  -                 -
Additional Paid-in Capital                                                                      124,371           124,371
Treasury Stock                                                                                      (40)              (40)

Deficit accumulated during the development stage                                             (2,047,095)       (1,898,247)
                                                                                         ---------------  ----------------

               Total Stockholders' Deficit                                                     (992,406)         (843,558)
                                                                                         ---------------  ----------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                                                        $ 38              $ 61
                                                                                         ===============  ================

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

                                      2

</TABLE>


<PAGE>
<TABLE>
<CAPTION>



                    INTERNATIONAL PAINTBALL ASSOCIATION, INC.
                          (A Development Stage Company)
                            Statements of Operations
                                    (Audited)

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

                                                                                           24-May-04
                                                           For the Year Ended           (Inception) to
                                                              December 31,                December 31,
                                                          2009             2008              2009
                                                    -----------------  --------------  ------------------

Revenue                                                          $ -             $ -        $ 63,723
Cost of Goods Sold                                                 -               -             36,479
                                                    -----------------  --------------  ------------------
         Gross Profit                                              -               -              27,244


         Amortization and Depreciation                            61             748               8,364
         Write offs                                                -               -             109,415
         General and administrative                          101,786         158,857           1,803,737
                                                    -----------------  --------------  ------------------
                 Total Expenses                              101,847         159,605           1,921,516
                                                    -----------------  --------------  ------------------
Net Operating Loss                                          (101,847)       (159,605)         (1,894,272)
                                                    -----------------  --------------  ------------------
Other Income (Expense)
   Miscellaneous Income                                            -               -               4,052
   Gain on debt settlement                                         -               -              15,100
   Interest                                                  (47,001)        (45,992)           (171,975)
                                                    -----------------  --------------  ------------------
Total Other Income (Expense)                                 (47,001)        (45,992)           (152,823)
                                                    -----------------  --------------  ------------------
Net Loss                                                  $ (148,848)      $(205,597)        $(2,047,095)
                                                    =================  ==============  ==================
Net Income/Loss per common share
   equivalent                                             $    (0.01)        $ (0.02)
                                                    =================  ==============
Weighted average number of common
   shares equivalent outstanding                          10,449,166       9,228,583
                                                    =================  ==============
* Less than ($0.01) per share.

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

                                      3
</TABLE>


<PAGE>
<TABLE>
<CAPTION>


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


                                                                                                            May 24, 2004
                                                                            For the Year Ended             (Inception) to
                                                                               December 31,                  December 31,
                                                                          2009               2008               2009
                                                                    -----------------  -----------------  -----------------
Cash Flows from Operating Activities
Net Profit (Loss)                                                         $ (148,848)        $ (205,597)      $ (2,047,095)
         Depreciation                                                             61                748              8,364
         Compensatory stock issuances                                              -             21,600            591,525
         Option expense                                                            -                                47,992
         Write offs                                                                -                               109,415
Adjustments to reconcile net loss to net cash used
         by operating activities
Changes in operating assets and liabilities
         Bank overdraft                                                          (17)                17                $ -
         Increase in Accounts Payable and accrued liabilities                101,919             64,026            629,318
         (Increase) / Decrease receivables and accruals                       46,923                  -             46,923
                                                                    -----------------  -----------------  -----------------
Net Cash Flows Used by Operating Activities                                       38           (119,206)          (613,558)
                                                                    -----------------  -----------------  -----------------
Cash Flows from Investing Activities
         Acquisition of Fixed Assets                                               -                  -             (8,364)
         Notes receivable                                                          -                  -             12,000
                                                                    -----------------  -----------------  -----------------
Net Cash Flows Provided (Used) by Investing Activities                             -                  -              3,636
                                                                    -----------------  -----------------  -----------------
Cash Flows from Financing Activities
         Funds received from note payables                                         -            122,500            561,450
         Payments of note payables                                                 -             (3,500)           (51,950)
         Sales of common stock                                                     -                  -            100,500
         Repurchase of treasury stock                                              -                  -                (40)
                                                                    -----------------  -----------------  -----------------
Net Cash Flows Provided by Financing Activities                                    -            119,000            609,960
                                                                    -----------------  -----------------  -----------------
Net Increase (Decrease) in Cash                                                   38               (206)                38
                                                                    -----------------  -----------------  -----------------
Cash at Beginning of Period                                                        -                206                  -
                                                                    -----------------  -----------------  -----------------
Cash at End of Period                                                           $ 38                $ -               $ 38
                                                                    =================  =================  =================
Supplemental Disclosure of Cash Flow Information
         Cash paid for interest                                                  $ -            $ 1,738           $ 15,129
                                                                    =================  =================  =================
         Cash paid for taxes                                                     $ -                $ -                $ -
                                                                    =================  =================  =================
Supplemental Disclosure of Non-Cash Investing and Financing
         Activities:
         Common stock issued for services                                        $ -            $ 9,500          $ 530,500
                                                                    =================  =================  =================
         Common stock issued for interest                                        $ -           $ 16,100           $ 61,025
                                                                    =================  =================  =================
         Common stock issued for assets                                          $ -                $ -          $ 100,000
                                                                    =================  =================  =================
         Debt converted to capital                                               $ -                $ -          $ 214,712
                                                                    =================  =================  =================
         Accounts payable transferred to
            convertible note payable                                       $ 200,534                $ -                $ -
                                                                    =================  =================  =================

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

                                      4
</TABLE>


<PAGE>
<TABLE>
<CAPTION>


                    INTERNATIONAL PAINTBALL ASSOCIATION, INC.
                          (A Development Stage Company)
                  Statements of Stockholders' Equity (Deficit)
             From May 24, 2004 (Inception) through December 31, 2009
<S>                                       <C>         <C>        <C>        <C>         <C>        <C>        <C>        <C>


                                                                                                              Additional Deferred
                                               Common Stock       Preferred A Stock      Preferred B Stock    Paid-in    Offering
                                          # of Shares  Amount    # of Shares Amount     # of Shares Amount    Capital     Expense
                                          ---------------------- ---------------------  --------------------  ---------  -----------
Balances - May 24, 2004                            -        $ -          -        $ -          -        $ -        $ -        $ -
  June 2004 Stock issued for assets          200,000    100,000
  June 2004 Stock issued for cash              8,000      1,000
  June 2004 Stock issued for cash                                  240,000     30,000    139,000     69,500
  Aug 2004 H Hill accrued salary             166,666     20,833
     settlement for stock
  Deferred options                                                                                              50,714     (3,720)

Net Loss for period
                                          ----------- ---------- ---------- ----------  ---------  ---------  ---------  ---------
Balance - December 31, 2004                  374,666    121,833    240,000     30,000    139,000     69,500     50,714     (3,720)

  Stock for services, several @$.10-$.50   1,958,000    343,000
  Stock for debt/settlement, several         235,000    117,500
     @ $.50
  Stock for interest, several @ $0.01        450,000      4,500
  Treasury stock                            (200,000)
  Deferred Offering Expense - Vested
   Options                                                                                                                    882
  Vested options - Cancellations                                                                                (2,722)     2,722
  Paid-in Capital RP Debt Cancellation                                                                          76,379

Net Loss for period
                                          ----------- ---------- ---------- ----------  ---------  ---------  ---------  ---------
Balance - December 31, 2005                2,817,666    586,833    240,000     30,000    139,000     69,500    124,371       (116)

  Stock for services, several @ $.50         350,000    175,000
  Stock for interest, several @ $various   2,382,500     23,825
  Deferred Offering Expense - Vested
  Options                                                                                                                     116
Net Loss for period
                                          ----------- ---------- ---------- ----------  ---------  ---------  ---------  ---------
Balance - December 31, 2006                5,550,166    785,658    240,000     30,000    139,000     69,500    124,371          -

  Stock for interest, several @ $.01       2,060,000     20,600
  Stock for services, several @ $.01         300,000      3,000
Net Loss for period
                                          ----------- ---------- ---------- ----------  ---------  ---------  ---------  ---------
Balance - December 31, 2007                7,910,166    809,258    240,000     30,000    139,000     69,500    124,371          -

  Stock for interest, several @ $.01
  @3/31/08                                   200,000      2,000
  Stock for interest, several @ $.01
  @6/30/08                                   170,000      1,700
  Stock for interest, several @ $.01
  @9/30/08                                   640,000      6,400
  Stock for interest, several @ $.01
  @12/31/08                                  200,000      2,000
  Stock for services, several @ $.01
  @ 3/31/08                                  700,000      7,000
  Stock for services, several @ $.01
  @ 9/30/08                                  250,000      2,500
03/12/08 Conversion of Class A & B to
 common                                                                                                                        -
  by Directors Meeting, one for one          379,000     99,500   (240,000)   (30,000)  (139,000)   (69,500)
Net Loss for period
                                          ----------- ---------- ---------- ----------  ---------  ---------  ---------  ---------

Balances - December 31, 2008              10,449,166    930,358          -          -          -          -    124,371          -
Net Loss for period
                                          ----------- ---------- ---------- ----------  ---------  ---------  ---------  ---------

Balances - December 31, 2009              10,449,166   $930,358          -        $ -          -        $ -   $124,371        $ -
                                          =========== ========== ========== ==========  =========  =========  =========  =========

                                      5

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

</TABLE>


<PAGE>
<TABLE>
<CAPTION>


(Continued)
                    INTERNATIONAL PAINTBALL ASSOCIATION, INC.
                          (A Development Stage Company)
                  Statements of Stockholders' Equity (Deficit)
             From May 24, 2004 (Inception) through December 31, 2009
<S>                                                       <C>        <C>          <C>

                                                                      Deficit
                                                                   Accum. During
                                                           Treasury the Development
                                                           Stock       Stage       Totals
                                                          ---------  -----------  ----------
Balances - May 24, 2004                                        $ -          $ -         $ -
  June 2004 Stock issued for assets                                                 100,000
  June 2004 Stock issued for cash                                                     1,000
  June 2004 Stock issued for cash                                                    99,500
  Aug 2004 H Hill accrued salary                                                     20,833
     settlement for stock                                                                 -
  Deferred options                                                                   46,994
                                                                                          -
Net Loss for period                                                    (326,910)   (326,910)
                                                          ---------  -----------  ----------
Balance - December 31, 2004                                      -     (326,910)    (58,583)

  Stock for services, several @$.10-$.50                                            343,000
  Stock for debt/settlement, several                                                117,500
     @ $.50                                                                               -
  Stock for interest, several @ $0.01                                                 4,500
  Treasury stock                                               (40)                     (40)
  Deferred Offering Expense - Vested
   Options                                                                              882
  Vested options - Cancellations                                                          -
  Paid-in Capital RP Debt Cancellation                                               76,379
                                                                                          -
Net Loss for period                                                    (690,979)   (690,979)
                                                          ---------  -----------  ----------
Balance - December 31, 2005                                    (40)  (1,017,889)   (207,341)

  Stock for services, several @ $.50                                                175,000
  Stock for interest, several @ $various                                             23,825
  Deferred Offering Expense - Vested
  Options                                                                               116
Net Loss for period                                                    (363,762)   (363,762)
                                                          ---------  -----------  ----------
Balance - December 31, 2006                                    (40)  (1,381,651)   (372,162)

  Stock for interest, several @ $.01                                                 20,600
  Stock for services, several @ $.01                                                  3,000
Net Loss for period                                                    (310,999)   (310,999)
                                                          ---------  -----------  ----------
Balance - December 31, 2007                                    (40)  (1,692,650)   (659,561)

  Stock for interest, several @ $.01
  @3/31/08                                                                            2,000
  Stock for interest, several @ $.01
  @6/30/08                                                                            1,700
  Stock for interest, several @ $.01
  @9/30/08                                                                            6,400
  Stock for interest, several @ $.01
  @12/31/08                                                                           2,000
  Stock for services, several @ $.01
  @ 3/31/08                                                                           7,000
  Stock for services, several @ $.01
  @ 9/30/08                                                                           2,500
03/12/08 Conversion of Class A & B to
 common
  by Directors Meeting, one for one                                                       -
Net Loss for period                                                    (205,597)   (205,597)
                                                          ---------  -----------  ----------

Balances - December 31, 2008                                   (40)  (1,898,247)   (843,558)
Net Loss for period                                                    (148,848)   (148,848)
                                                          ---------  -----------  ----------

Balances - December 31, 2009                                 $ (40)  $(2,047,095) $(992,406)
                                                          =========  ===========  ==========

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

                                      6
</TABLE>


<PAGE>




                   INTERNATIONAL PAINTBALL ASSOCIATION, INC.
                          (A Development Stage Company)
                        Notes to the Financial Statements
                     For the Years Ended December 31, 2009 and 2008


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 ASC 915. Among the  disclosures
required by ASC 915 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.


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.

                                      7
<PAGE>




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, 2009 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 did not record any
advertising costs during the year ended December 31, 2009 and 2008.

Income tax
----------

The  Company  accounts  for  income  taxes  pursuant  to ASC 740.  Under ASC 740
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.

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.

                                       8



<PAGE>

Long-Lived Assets
-----------------

In accordance with FASB ASC No.'s 350 and 360, 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
-------------------

The Company is structured to operate  primarily in a single  operating  segment,
namely the competition  arena of paintball  sports and the furthering of private
and commercial interests in the activity.

Stock based compensation
------------------------

The  Company  follows  FASB  Accounting   Standards   Codification   No.  718  -
Compensation - Stock  Compensation  for share based  payments to employees.  The
Company follows FASB Accounting  Standards  Codification No. 505 for share based
payments to Non-Employees,  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.

Recent Accounting Pronouncements
--------------------------------

In  June  2009,  the  Financial   Accounting  Standards  Board  ("FASB")  issued
Accounting  Standards  Codification  ("ASC") 105, "Generally Accepted Accounting
Principals"  (formerly Statement of Financial  Accounting Standards ("SFAS") No.
168, "The FASB Accounting Standards  Codification and the Hierarchy of Generally
Accepted Accounting Principles"). ASC 105 establishes the FASB ASC as the single
source of authoritative nongovernmental U.S. GAAP. The standard is effective for
interim and annual  periods  ending after  September  15,  2009.  We adopted the
provisions of the standard on September 30, 2009,  which did not have a material
impact  on  our  financial  statements.

There were various  other  accounting  standards and  interpretations  issued in
2009,  none of which are  expected  to have a material  impact on the  Company's
financial position, operations or cash flows. measurable.

NOTE 2.  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.

NOTE 3. FIXED ASSETS

Fixed asset values recorded at cost are as follows:

                                    December 31,             December 31,
                                         2009                   2008
                                         ----                   ----
Computer equipment                   $  4,622                 $   4,622

Furniture and fixtures                  3,742                     3,742
                                    -----------             ------------
                                        8,364                     8,364

Less accumulated depreciation          (8,634)                   (8,303)
                                    ------------            ------------

Total                                $     -                  $      61
                                    =============           =============


                                      9
<PAGE>




During the year ended December 31, 2009, the Company fully depreciated its fixed
assets.


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, 2009 and 2008 the Company had net operating  loss  carryforwards
of  approximately  $2,000,000 and $1,900,000  which begin to expire in 2024. The
deferred tax asset of $667,000 and $609,000  created by the net operating losses
has been  offset by a 100%  valuation  allowance.  The  change in the  valuation
allowance in 2009 and 2008 was $58,000 and $79,000.


NOTE 5. NOTES PAYABLE

At December 31, 2009, the Company had $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
during  the year  ended  December  31,  2009 and 2008 of  $38,265  and  $45,992,
respectively.

NOTE 6.  NOTES PAYABLE, CONVERTIBLE

In April 2009, a related  party owed  $200,534 for  accounts  payable  agreed to
convert  the  amount  owed  to  it  into  a  Convertible  Promissory  Note.  The
Convertible  Promissory note is unsecured,  has an interest rate of 6% and a due
date of April 10, 2010. The  promissory  note provides the holder with the right
to convert part or all of the outstanding  principal and/or interest into shares
of the  Company's  common  stock at a rate of $0.50 per share.  At December  31,
2009, $200,534 was outstanding. During the year ended December 31 2009, interest
of $8,736 had been accrued.

NOTE 7.  STOCKHOLDERS' EQUITY

Common stock
------------

The Company has  100,000,000  shares of authorized  common stock,  no par value,
with  10,449,166  shares  issued and  outstanding  as of  December  31, 2009 and
December 31, 2008, with 200,000 shares in treasury at each date.

Stock options
-------------

At December  31, 2009 and 2008,  the Company had stock  options  outstanding  as
described below.

Non-employee stock options

The Company  accounts  for  non-employee  stock  options  under FASB  Accounting
Standards  Codification  No. 505 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.

                                      10

<PAGE>

Employee stock options
----------------------

The Company accounts for employee stock options under FASB Accounting  Standards
Codification  No. 718 -  Compensation  - Stock  Compensation.  Unless  otherwise
provided for, the Company covers option exercises by issuing new shares.  At the
beginning of 2008 the Company had 5,000  options  outstanding  and  exercisable.
During the years ended  December  31, 2009 and 2008,  no options  were  granted,
exercised or cancelled, leaving a balance at December 31, 2009 and 2008 of 5,000
outstanding employee stock options.


NOTE 8. 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.

NOTE 9.   SUBSEQUENT EVENTS

The Company  evaluated events through April 30, 2010 for subsequent events to be
included  in  its  December  31,  2009  financial  statements  herein,  and  has
determined that there are no subsequent events that require disclosure.

                                      11



<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.


/s/ Brenda D. Webb                                                  May 24, 2010
------------------------------------------------------------
Brenda D. Webb
(Principal Executive Officer/ Principal
Accounting Officer/ Chief Executive Officer and President,
Chief Financial 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.



/s/ Brenda D. Webb                                                  May 24, 2010
------------------------------------------------------------
Brenda D. Webb, Chairman of the Board


/s/ Jeff Compton                                                    May 24, 2010
------------------------------------------------------------
Jeff Compton, Director


/s/ Malcolm C. Davenport, V                                         May 24, 2010
------------------------------------------------------------
Malcolm C. Davenport, V, Director


/s/ Redgie T. Green                                                 May 24, 2010
------------------------------------------------------------
Redgie T. Green, Director


                                       39