Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
Form 10-Q
| [√] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the quarterly period ended June 30, 2011
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or
| [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the transition period from __________________ to __________________________
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Commission file number: 0-53464
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International Paintball Association, Inc.
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(Name of registrant as specified in its charter)
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Colorado
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20-1207864
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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2600 E. Southlake Blvd., Suite 120-366, Southlake, TX
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76092
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(Address of principal executive offices)
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(Zip Code)
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(817) 491-8611
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(Registrant's telephone number, including area code)
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not applicable
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(Former name, former address and former fiscal year, if changed since last report)
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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. xYes oNo
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 (§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). xYes oNo
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 the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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o
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Accelerated filer
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o
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Non-accelerated filer
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o
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Smaller reporting company
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x
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) oYes xNo
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. 10,474,166 shares of common stock are issued and outstanding as of August 10, 2011.
TABLE OF CONTENTS
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Page No.
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PART I - FINANCIAL INFORMATION
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Item 1.
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Financial Statements.
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3
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Item 2.
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Management's Discussion and Analysis of Financial Condition and Results of Operations.
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11
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Item 3.
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Quantative and Qualitative Disclosures About Market Risk.
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12
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Item 4.
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Controls and Procedures.
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13
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PART II - OTHER INFORMATION
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Item 1.
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Legal Proceedings.
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13
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Item 1A.
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Risk Factors.
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13
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Item 2.
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Unregistered Sales of Equity Securities and Use of Proceeds.
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13
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Item 3.
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Defaults Upon Senior Securities.
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13
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Item 4.
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(Removed and Reserved).
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13
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Item 5.
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Other Information.
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13
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Item 6.
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Exhibits.
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13
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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
This report contains forward-looking statements. These forward-looking statements are subject to known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These forward-looking statements include, among others, the following:
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•
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our ability to raise sufficient working capital necessary to continue to implement our business plan and satisfy our obligations,
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•
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our ability to continue as a going concern,
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our ability to develop revenue producing operations,
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•
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our ability to establish our brand and effectively compete in our target market, and
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•
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risks associated with the external factors that impact our operations, including economic and leisure trends.
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Forward-looking statements are typically identified by use of terms such as “may”, “could”, “should”, “expect”, “plan”, “project”, “intend”, “anticipate”, “believe”, “estimate”, “predict”, “potential”, “pursue”, “target” or “continue”, the negative of such terms or other comparable terminology, although some forward-looking statements may be expressed differently. The forward-looking statements contained in this report are largely based on our expectations, which reflect estimates and assumptions made by our management. These estimates and assumptions reflect our best judgment based on currently known market conditions and other factors. Although we believe such estimates and assumptions to be reasonable, they are inherently uncertain and involve a number of risks and uncertainties that are beyond our control. In addition, management’s assumptions about future events may prove to be inaccurate. Management cautions all readers that the forward-looking statements contained in this report are not guarantees of future performance, and we cannot assure any reader that such statements will be realized or the forward-looking events and circumstances will occur. Actual results may differ materially from those anticipated or implied in the forward-looking statements. You should consider the areas of risk described in connection with any forward-looking statements that may be made herein. You should also consider carefully the statements under Item 1A. Risk Factors appearing in our Annual Report on Form 10-K for the year ended December 31, 2010 which address additional factors that could cause our actual results to differ from those set forth in the forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements and readers should carefully review this report in its entirety, including the risks described in Item 1A. - Risk Factors of our Annual Report on Form 10-K for the year ended December 31, 2010. Except for our ongoing obligations to disclose material information under the Federal securities laws, we undertake no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events. These forward-looking statements speak only as of the date of this report, and you should not rely on these statements without also considering the risks and uncertainties associated with these statements and our business.
OTHER PERTINENT INFORMATION
Unless specifically set forth to the contrary, when used in this report the terms “International Paintball,” “IPA,” "we"", "our", the "Company" and similar terms refer to International Paintball Association, Inc., a Colorado corporation. In addition, when used herein and unless specifically set forth to the contrary, “Second Quarter 2011” refers to the six months ended June 30, 2011, “Second Quarter 2010” refers to the six months ended June 30, 2010, “2010” refers to the year ended December 31, 2010 and “2011” refers to the year ending December 31, 2011.
2
PART 1 - FINANCIAL INFORMATION
Item 1. Financial Statements.
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INTERNATIONAL PAINTBALL ASSOCIATION, INC.
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(A Development Stage Company)
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Balance Sheets
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(Audited)
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June 30,
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December 31,
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2011
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2010
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ASSETS:
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Current Assets:
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| Cash | $ | 980 | $ | 28 | ||||
| Total Current Assets | 980 | 28 | ||||||
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Furniture & Fixtures (Net)
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- | - | ||||||
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Total Fixed Assets
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- | - | ||||||
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TOTAL ASSETS
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$ | 980 | $ | 28 | ||||
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LIABILITIES & STOCKHOLDERS' DEFICIT
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Current Liabilities:
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| Accounts Payable | $ | 280,761 | $ | 247,449 | ||||
| Accounts Payable, related parties | - | 61,199 | ||||||
| Accrued liabilities | 172,778 | 146,040 | ||||||
| Revolving credit line - related party | 83,277 | - | ||||||
| Note payable | 478,500 | 478,500 | ||||||
| Notes payable, convertible - related party | 200,534 | 200,534 | ||||||
| Total Current Liabilities | 1,215,850 | 1,133,722 | ||||||
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Stockholders' Deficit
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Common Stock, no par value; 100,000,000 shares authorized 10,449,166 issued and outstanding at June 30, 2011 and December 31, 2010, repectively
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930,608 | 930,608 | ||||||
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Preferred Class A stock, no par value 240,000 shares authorized No shares issued and outstanding at June 30, 2011 and December 31, 2010, respectively
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- | - | ||||||
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Preferred Class B stock, no par value 1,600,000 shares authorized No shares issued and outstanding at June 30, 2011 and December 31, 2010, respectively
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- | - | ||||||
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Additional Paid-in Capital
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124,371 | 124,371 | ||||||
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Treasury Stock
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(40 | ) | (40 | ) | ||||
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Deficit accumulated during the development stage
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(2,269,809 | ) | (2,188,633 | ) | ||||
| Total Stockholders' Deficit | (1,214,870 | ) | (1,133,694 | ) | ||||
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TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT
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$ | 980 | $ | 28 | ||||
The accompanying notes are an integral part of these financial statements.
3
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INTERNATIONAL PAINTBALL ASSOCIATION, INC.
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(A Development Stage Company)
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Statements of Operations
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(Unaudited)
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May 24, 2004
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For the Three Months Ended
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For the Six Months Ended
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(Inception) to
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March 31,
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June 30,
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June 30,
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2011
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2010
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2011
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2010
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2011
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Revenue
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$ | - | $ | - | $ | - | $ | 125 | $ | 63,723 | ||||||||||
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Cost of Goods Sold
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- | - | - | - | 36,479 | |||||||||||||||
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Gross Profit
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- | - | - | 125 | 27,244 | |||||||||||||||
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Amortization and Depreciation
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- | - | - | - | 8,364 | |||||||||||||||
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Write offs
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- | - | - | - | 109,415 | |||||||||||||||
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General and administrative
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15,249 | 35,844 | 54,440 | 58,582 | 1,910,227 | |||||||||||||||
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Total Expenses
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15,249 | 35,844 | 54,440 | 58,582 | 2,028,006 | |||||||||||||||
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Net Operating Loss
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(15,249 | ) | (35,844 | ) | (54,440 | ) | (58,457 | ) | (2,000,762 | ) | ||||||||||
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Other Income (Expense)
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Miscellaneous Income
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- | - | - | - | 4,052 | |||||||||||||||
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Gain on debt settlement
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- | - | - | - | 15,100 | |||||||||||||||
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Interest
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(14,297 | ) | (12,247 | ) | (26,736 | ) | (25,687 | ) | (236,569 | ) | ||||||||||
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Total Other Income (Expense)
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(14,297 | ) | (12,247 | ) | (26,736 | ) | (25,687 | ) | (217,417 | ) | ||||||||||
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Net Loss
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$ | (29,546 | ) | $ | (48,091 | ) | $ | (81,176 | ) | $ | (84,144 | ) | $ | (2,218,179 | ) | |||||
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Net Income/Loss per common share equivalent
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$ | (0.00 | ) | $ | (0.00 | ) | $ | (0.01 | ) | $ | (0.01 | ) | ||||||||
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Weighted average number of common shares equivalent outstanding
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10,474,166 | 10,449,166 | 10,474,166 | 10,449,166 | ||||||||||||||||
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* Less than ($0.01) per share.
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The accompanying notes are an integral part of these financial statements.
4
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INTERNATIONAL PAINTBALL ASSOCIATION, INC.
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(A Development Stage Company)
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STATEMENTS OF CASHFLOWS
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(Unaudited)
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For The Six Months Ended
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(Inception) to
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June 30,
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June 30,
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2011
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2010
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2011
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Cash Flows from Operating Activities
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Net Profit (Loss)
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$ | (81,176 | ) | $ | (84,144 | ) | $ | (2,269,809 | ) | |||
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Depreciation
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- | - | 8,364 | |||||||||
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Compensatory stock issuances
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- | - | 591,775 | |||||||||
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Option expense
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- | - | 47,992 | |||||||||
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Write offs
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- | 109,415 | ||||||||||
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Adjustments to reconcile net loss to net cash used by operating activities
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Changes in operating assets and liabilities
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Increase in Accounts Payable - related party
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- | 3,749 | 20,366 | |||||||||
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Increase in Accounts Payable
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33,312 | 80,489 | 783,542 | |||||||||
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Increase in accrued expenses
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26,738 | (125 | ) | 73,661 | ||||||||
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Net Cash Flows Used by Operating Activities
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(21,126 | ) | (31 | ) | (634,694 | ) | ||||||
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Cash Flows from Investing Activities
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Acquisition of Fixed Assets
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- | - | (8,364 | ) | ||||||||
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Notes receivable
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- | - | 12,000 | |||||||||
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Net Cash Flows Provided (Used) by Investing Activities
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- | - | 3,636 | |||||||||
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Cash Flows from Financing Activities
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Bank overdraft
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- | - | - | |||||||||
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Increase in revolving credit line
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22,078 | 22,078 | ||||||||||
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Funds received from note payables
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- | - | 561,450 | |||||||||
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Payments of note payables
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- | - | (51,950 | ) | ||||||||
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Sales of common stock
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- | - | 100,500 | |||||||||
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Repurchase of treasury stock
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- | - | (40 | ) | ||||||||
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Net Cash Flows Provided by Financing Activities
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22,078 | - | 632,038 | |||||||||
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Net Increase (Decrease) in Cash
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952 | (31 | ) | 980 | ||||||||
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Cash at Beginning of Period
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28 | 38 | - | |||||||||
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Cash at End of Period
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$ | 980 | $ | 7 | $ | 980 | ||||||
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Supplemental Disclosure of Cash Flow Informantion
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Cash paid for interest
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$ | - | $ | - | $ | 15,129 | ||||||
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Cash paid for taxes
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$ | - | $ | - | $ | - | ||||||
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Supplemental Disclosure of Non-Cash Investing and Financing Activities:
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Common stock issued for services
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$ | - | $ | - | $ | 530,500 | ||||||
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Common stock issued for interest
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$ | - | $ | - | $ | 61,025 | ||||||
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Common stock issued for assets
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$ | - | $ | - | $ | 100,000 | ||||||
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Debt converted to capital
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$ | - | $ | - | $ | 214,712 | ||||||
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Accounts payable transferred to convertible note payable
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$ | - | $ | - | $ | 200,534 | ||||||
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Accounts payable - related party transferred to revolving credit line
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$ | 61,199 | $ | - | $ | 200,534 | ||||||
The accompanying notes are an integral part of these financial statements.
5
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INTERNATIONAL PAINTBALL ASSOCIATION, INC.
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(A Development Stage Company)
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Statement of Stockholders' Equity (Deficit)
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From May 24, 2004 (Inception) through June 30, 2011
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(Unaudited)
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| Comon Stock | Preferred A Stock | Preferred B Stock | Additional
Paid-in
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Deferred
Offering
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Treasury | Deficit
Accum. During
the Development |
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# of Shares
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Amount
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# of Shares
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Amount
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# of Shares
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Amount
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Capital
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Expense
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Stock
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Stage
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Totals
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Balances - May 24, 2004
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- | $ | - | - | $ | - | - | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | |||||||||||||||
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June 2004 Stock issued for assets
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200,000 | 100,000 | 100,000 | |||||||||||||||||||||||||||||||
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June 2004 Stock issued for cash
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8,000 | 1,000 | 1,000 | |||||||||||||||||||||||||||||||
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June 2004 Stock issued for cash
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240,000 | 30,000 | 139,000 | 69,500 | 99,500 | |||||||||||||||||||||||||||||
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Aug 2004 H Hill accrued salary settlement for stock
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166,666 | 20,833 | 20,833 | |||||||||||||||||||||||||||||||
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Deferred options
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50,714 | (3,720 | ) | 46,994 | ||||||||||||||||||||||||||||||
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Net Loss for period
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(326,910 | ) | (326,910 | ) | ||||||||||||||||||||||||||||||
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Balance - December 31, 2004
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374,666 | 121,833 | 240,000 | 30,000 | 139,000 | 69,500 | 50,714 | (3,720 | ) | - | (326,910 | ) | (58,583 | ) | ||||||||||||||||||||
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Stock for services, several @$.10-$.50
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1,958,000 | 343,000 | 343,000 | |||||||||||||||||||||||||||||||
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Stock for debt/settlement, several @$.50
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235,000 | 117,500 | 117,500 | |||||||||||||||||||||||||||||||
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Stock for interest, several @ $0.01
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450,000 | 4,500 | 4,500 | |||||||||||||||||||||||||||||||
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Treasury stock
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(200,000 | ) | (40 | ) | (40 | ) | ||||||||||||||||||||||||||||
| Deferred Offering Expense -Vested options | 882 | 882 | ||||||||||||||||||||||||||||||||
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Vested options -Cancellations
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(2,722 | ) | 2,722 | - | ||||||||||||||||||||||||||||||
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Paid-in Capital RP Debt Cancellation
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76,379 | 76,379 | ||||||||||||||||||||||||||||||||
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Net Loss for period
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(690,979 | ) | (690,979 | ) | ||||||||||||||||||||||||||||||
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Balance - December 31, 2005
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2,817,666 | 586,833 | 240,000 | 30,000 | 139,000 | 69,500 | 124,371 | (116 | ) | (40 | ) | (1,017,889 | ) | (207,341 | ) | |||||||||||||||||||
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Stock for services, several @ $.50
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350,000 | 175,000 | 175,000 | |||||||||||||||||||||||||||||||
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Stock for interest, several @ $various
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2,382,500 | 23,825 | 23,825 | |||||||||||||||||||||||||||||||
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Deferred Offering Expense -Vested Options
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| 116 | 116 | |||||||||||||||||||||||||||||||||
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Net Loss for period
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(363,762 | ) | (363,762 | ) | ||||||||||||||||||||||||||||||
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Balance - December 31, 2006
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5,550,166 | 785,658 | 240,000 | 30,000 | 139,000 | 69,500 | 124,371 | - | (40 | ) | (1,381,651 | ) | (372,162 | ) | ||||||||||||||||||||
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Stock for interest, several @ $.01
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2,060,000 | 20,600 | 20,600 | |||||||||||||||||||||||||||||||
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Stock for services, several @ $.01
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300,000 | 3,000 | 3,000 | |||||||||||||||||||||||||||||||
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Net Loss for period
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(310,999 | ) | (310,999 | ) | ||||||||||||||||||||||||||||||
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Balance - December 31, 2007
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7,910,166 | 809,258 | 240,000 | 30,000 | 139,000 | 69,500 | 124,371 | - | (40 | ) | (1,692,650 | ) | (659,561 | ) | ||||||||||||||||||||
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Stock for interest, several @ $.01 @3/31/08
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200,000 | 2,000 | 2,000 | |||||||||||||||||||||||||||||||
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Stock for interest, several @ $.01 @6/30/08
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170,000 | 1,700 | 1,700 | |||||||||||||||||||||||||||||||
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Stock for interest, several @ $.01 @9/30/08
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640,000 | 6,400 | 6,400 | |||||||||||||||||||||||||||||||
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Stock for interest, several @ $.01 @12/31/08
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200,000 | 2,000 | 2,000 | |||||||||||||||||||||||||||||||
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Stock for services, several @ $.01 @ 3/31/08
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700,000 | 7,000 | 7,000 | |||||||||||||||||||||||||||||||
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Stock for services, several @ $.01 @ 9/30/08
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250,000 | 2,500 | 2,500 | |||||||||||||||||||||||||||||||
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03/12/08 Conversion of Class A &B to common by Directors Meeting, one for one
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379,000 | 99,500 | (240,000 | ) | (30,000 | ) | (139,000 | ) | (69,500 | ) | - | |||||||||||||||||||||||
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Net Loss for period
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(205,597 | ) | (205,597 | ) | ||||||||||||||||||||||||||||||
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Balances - December 31, 2008
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10,449,166 | 930,358 | - | - | - | - | 124,371 | - | (40 | ) | (1,898,247 | ) | (843,558 | ) | ||||||||||||||||||||
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Net Loss for period
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(148,848 | ) | (148,848 | ) | ||||||||||||||||||||||||||||||
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Balances - December 31, 2009
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10,449,166 | 930,358 | - | - | - | - | 124,371 | - | (40 | ) | (2,047,095 | ) | (992,406 | ) | ||||||||||||||||||||
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Stock for services, @ $.01 @ 12/13/10
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25,000 | 250 | - | - | - | - | - | - | - | - | 250 | |||||||||||||||||||||||
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Net loss for the period
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- | - | - | - | - | - | - | - | - | (141,538 | ) | (141,538 | ) | |||||||||||||||||||||
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Balances - Decmeber 31, 2010
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10,474,166 | 930,608 | - | - | - | - | 124,371 | - | (40 | ) | (2,188,633 | ) | (1,133,694 | ) | ||||||||||||||||||||
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Net loss for the period
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- | - | - | - | - | - | - | - | - | (81,176 | ) | (81,176 | ) | |||||||||||||||||||||
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Balances - June 30, 2011
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10,474,166 | 930,608 | - | $ | - | - | $ | - | $ | 124,371 | $ | - | $ | (40 | ) | $ | (2,269,809 | ) | $ | (1,214,870 | ) | |||||||||||||
The accompanying notes are an integral part of these financial statements.
6
INTERNATIONAL PAINTBALL ASSOCIATION, INC.
(A Development Stage Company)
Notes to the Financial Statements
For the Three and Six Months Ended June 30, 2011 and 2010
(Unaudited)
NOTE 1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES.
International Paintball Association, Inc. (the “Company”) was originally formed as a Texas corporation in May 2004 under the name 4G Paintball, Inc. In September 2008 the Company changed its name and domicile to Colorado by merging with International Paintball Association, Inc., it wholly owned subsidiary. The Company was organized to sell and market products for paintball activities in an effort to develop and promote its brand identity. The Company also intends to establish a league based sanctioning body, initially for amateur players, with the goal of ultimately developing this amateur league into semi-professional, and then professional, paintball leagues and players. The Company's fiscal year end is December 31st.
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 Accounting Standards Codification (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.
The accompanying unaudited condensed financial statements are presented in accordance with generally accepted accounting principles for interim financial information and the instructions to Form 10-Q and rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting only of normal occurring accruals) considered necessary in order to make the financial statements not misleading, have been included. Operating results for the three and six months ended June 30, 2011 are not necessarily indicative of results that may be expected for the year ending December 31, 2011. The condensed financial statements are presented on the accrual basis.
Reclassification of Prior Year Amounts
Certain prior year accounts have been reclassified to reflect current year's presentation.
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.
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 June 30, 2011 and December 31, 2010, 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 collectability is reasonably assured.
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INTERNATIONAL PAINTBALL ASSOCIATION, INC.
(A Development Stage Company)
Notes to the Financial Statements
For the Three and Six Months Ended June 30, 2011 and 2010
(Unaudited)
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NOTE 1.
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ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued).
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Advertising costs
Advertising costs are expensed as incurred. The Company did not record any advertising costs during the three and six months ended June 30, 2011 and 2010.
Net income (loss) per share
The net income (loss) per share is computed by dividing the net income (loss) by the weighted average number of shares of common outstanding. Warrants, stock options, and common stock issuable upon the conversion of the Company's preferred stock (if any), are not included in the computation if the effect would be anti-dilutive and would increase the earnings or decrease loss per share.
Financial Instruments
The carrying value of the Company's financial instruments, as reported in the accompanying balance sheets, approximates fair value.
Long-Lived Assets
In accordance with Financial Accounting Standards Board (FASB) ASC Nos. 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 marketing and sale of paintball related products and the establishment of a league based sanctioning body for amateur paintball players.
Stock based compensation
The Company follows FASB ASC No. 718 - Compensation - Stock Compensation for share based payments to employees. The Company follows FASB ASC 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 October 2009, the FASB issued an Accounting Standard Update ("ASU") No. 2009-13, which addresses the accounting for multiple-deliverable arrangements to enable vendors to account for products or services separately rather than as a combined unit and modifies the manner in which the transaction consideration is allocated across the separately identified deliverables. The ASU significantly expands the disclosure requirements for multiple-deliverable revenue arrangements. The ASU will be effective for the first annual reporting period beginning on or after June 15, 2010, and may be applied retrospectively for all periods presented or prospectively to arrangements entered into or materially modified after the adoption date. Early adoption is permitted, provided that the guidance is retroactively applied to the beginning of the year of adoption. The adoption of ASU No. 2009-13 did not have any effect on its financial statements upon its required adoption on January 1, 2011.
There were various other accounting standards and interpretations issued, none of which are expected to have a material impact on the Company's financial position, operations or cash flows.
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INTERNATIONAL PAINTBALL ASSOCIATION, INC.
(A Development Stage Company)
Notes to the Financial Statements
For the Three and Six Months Ended June 30, 2011 and 2010
(Unaudited)
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 the launch of marketing efforts, with a priority on web site development, logo branding development, and hiring operational management, 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. NOTES PAYABLE.
At June 30, 2011 and December 31, 2010, the Company had $478,500 in outstanding notes payable to various individuals, unsecured, bearing interest at 6% to 9% per annum, due in full on term expiration, with all amounts at each date presently past due. The Company incurred interest expense under the notes during three and six months ended June 30, 2011 and 2010 of $9,577, $19,050, $9,577 and $19,050 respectively. Accrued interest at June 30, 2011 and December 31, 2010 amounted to $144,115 and $125,065, respectively.
NOTE 4. NOTES PAYABLE, CONVERTIBLE – RELATED PARTY.
In April 2009, a related party that was 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, 2011. The Convertible 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 June 30, 2011 and December 31, 2010, $200,534 was outstanding. During the three and six months ended June 30, 2011 and 2010 interest expense was $3,000, $5,967, $3,000 and $5,967, respectively. Accrued interest at June 30, 2011 and December 31, 2010 amounted to $26,734 and $20,767 respectively. On April 4, 2011 the term of the note was extended to April 10, 2012
NOTE 5. REVOLVING CREDIT LINE
From time to time a related party has advanced the Company funds for general working capital. At June 30, 2011 and December 31, 2010 we owed that entity $83,277 and $61,199 respectively. Accrued interest at June 30, 2011 amounted to $1,720. Interest expenses for the three and six months ended June 30, 2011 amount to $1,720. These advances were non-interest bearing and due on demand. On March 25, 2011 the Company converted the advances into a 8% revolving credit line up to a maximum of $500,000. The note is payable the earlier of March 25, 2014 of the date the Company receives financing of $1,500,000.
NOTE 6. STOCKHOLDERS' EQUITY.
Common stock
The Company has 100,000,000 shares of authorized common stock, no par value, with 10,474,166 and 10,474,166 shares issued and outstanding as of June 30, 2011 and December 31, 2010, respectively with 200,000 shares in treasury at each date.
During the year ended December 31, 2010 the Company issued 25,000 shares of common stock valued at $250 ($.01 per share) to a Director for services.
Stock options
At June 30, 2011 and December 31, 2010, the Company had stock options outstanding as described below.
Non-employee stock options
The Company accounts for non-employee stock options under FASB ASC 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.
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Employee stock options
The Company accounts for employee stock options under FASB ASC No. 718 - Compensation - Stock Compensation. Unless otherwise provided for, the Company covers option exercises by issuing new shares. At the beginning of 2010 the Company had 5,000 options outstanding and exercisable. During the six months ended June 30, 2011 and the year ended December 31, 2010, no options were granted, exercised or cancelled, leaving a balance at June 30, 2011 and December 31, 2010 of 5,000 outstanding employee stock options.
NOTE 7. CONTINGENCIES.
A law firm which has represented the Company on various matters, has asserted that the Company owes the firm approximately $13,000 more in legal fees than the Company has recorded. The Company and the law firm have previously held discussions regarding any additional fees are owed without resolution by the parties.
A former director claims the Company owes her an additional $24,425 over what the Company has recorded. The Company disputes the assertion.
NOTE 8. SUBSEQUENT EVENTS.
The Company evaluated events for subsequent events to be included in its June 30, 2011 financial statements herein, and has determined that there are no subsequent events that require disclosure.
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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion of our financial condition and results of operations for the three and six months ended June 30, 2011 and 2010 should be read in conjunction with the financial statements and the notes to those statements that are included elsewhere in this report. Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors, including those set forth under the Item 1A. Risk Factors and Cautionary Notice Regarding Forward-Looking Statements and Business sections of our Annual Report on Form 10-K for the year ended December 31, 2010. We use words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” and similar expressions to identify forward-looking statements.
Overview
We are a development stage company formed in 2004. Our business model is to sell and market products for paintball activities in an effort to develop and promote our brand identity. Contemporaneous with those efforts, we intend to seek to establish a league-based sanctioning body, initially for amateur players, with the goal of ultimately developing this amateur league into semi-professional, and then professional, paintball leagues and players. To accomplish our goals we must establish our own leagues, and establish our own IPA Uniform Rules of Paintball Tournament Play. The sport/sanctioned activities/competitions we hope to sponsor will focus on traditional paramilitary style paintball team or individual competition. We have been actively pursuing our business model since inception. 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.
Going Concern
We reported a net loss of $81,176 for the Second Quarter 2011 and we have incurred net losses of approximately $2.3 million since inception through June 30, 2011. The report of our independent registered public accounting firm on our financial statements for the year ended December 31, 2010 contains an explanatory paragraph regarding our ability to continue as a going concern based upon our operating losses and need to raise additional capital. These factors, among others, raise substantial doubt about our ability to continue as a going concern. Our financial statements do not include any adjustments that might result from the outcome of this uncertainty. There are no assurances we will be successful in our efforts to increase our revenues and report profitable operations or to continue as a going concern, in which event investors would lose their entire investment in our company.
Plan of Operations
Our activities 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, trademark attorneys, and suppliers of paintball markers, paintballs, and equipment. We have not engaged any of these vendors and do not intend to engage them until we have raised additional funds. To date, we have funded our activities through debt, a good portion of which is presently past due, as well as through working capital advances from a related party. In order to fully organize our company and continue to implement our business model, we will need to raise approximately $2,500,000. Given the development stage nature of our company, we do not believe we will be able to raise the necessary capital until a market for our common stock has been established. A market marker has filed an application for the quotation of our common stock on the OTC Bulletin Board and the application is presently in the review process. We do not know when the application will be approved. If this effort is successful, of which there are no assurances, we believe this will enable us to effectively move forward to obtain the necessary capital for the next phase of the implementation of our business. Thereafter, we will seek to raise a total of $2,500,000 through the sale of our equity, convertible debt or a combination of equity and convertible debt. While we reasonably believe we will be able to complete these steps, there are no assurances that we will be successful in ultimately raising the necessary capital. Even if we are ultimately able to raise the capital, there are no assurances that our business model will be successful or that we will ever develop any revenue generating operations.
Results of Operations
We do not presently have any revenue generating operations. Our general and administrative expenses primarily include legal and accounting fees and fees and costs of our transfer agent. General and administrative expenses decreased 57% for the three months ended June 30, 2011 from the comparable period in 2010 and 7% for the Second Quarter 2011 from the Second Quarter 2010. This decrease is primarily attributable to decreases in legal and accounting fees related to both our registration statement on Form 10 for which the review process was completed during the first quarter of 2011. We expect that these expenses will decrease during the balance of 2011, as a result of the one-time nature of certain of these expenses, until such time as we are able to further implement our business plan. At that time, we expect our general and administrative expenses will increase significantly, although we are unable at this time to quantify the actual amount of this anticipated increase as it will be based upon our varying level of operations.
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Interest expense represents a non-cash expense representing interest on third party notes payable in the principal amount of $478,500 which are presently past due, as well as interest on a related party convertible note payable in the principal amount of $200,534 which matures in April 2012.
Liquidity and Capital Resources
Liquidity is the ability of a company to generate sufficient cash to satisfy its needs for cash. At June 30, 2011 we had a working capital deficit of $1,214,870 as compared to a working capital deficit of $1,133,694 at December 31, 2010. Our current liabilities have increased approximately 7% at June 30, 2011 from December 31, 2010 as a result of increased in accounts payable and accrued liabilities and amounts due a related party. In March 2011 we entered into a $500,000 revolving line of credit with J.H. Brech, LLC, a related party, which included the approximately $62,000 outstanding to it at that time as reflected on our December 31, 2010 balance sheet under accounts payable - related parties. We drew an additional approximately $22,000 on that line during the Second Quarter 2011, and at June 30, 2011 we owed J.H. Brech, LLC $83,277 under this credit line. Interest on amounts outstanding under this credit line is payable at 8% per annum on the outstanding principal amount due under the revolving line of credit and is payable semi-annually on June 30 and December 31 of each year commencing June 30, 2011. The principal and any accrued but unpaid is due on March 24, 2014. At our sole discretion, we can pay the interest in shares of our common stock. The approximate 18% increase in accrued liabilities is primarily attributable to interest due under notes in the principal amount of $478,500 which are presently past due, together with interest due under a convertible note to a related party.
Net cash used by operating activities in the Second Quarter 2011 was $21,126 as compared to net cash used by operating activities of $31 in the Second Quarter of 2010. During each of the Second Quarter 2011 and 2010, we primarily used cash to fund our operating loss, which was offset by increases in accounts payable and accrued expenses.
Net cash provided by financing activities in the Second Quarter 2011 represents additional advances. We did not generate or use any cash in financing activities during the Second Quarter 2011 nor did we generate or use any cash from investing activities during either period.
Other than the revolving credit line with a related party, we do not have any external sources of working capital. At June 30, 2011 we have $478,500 principal amount and $144,115 of accrued but unpaid interest due under the terms of various promissory notes to third parties. These notes, which are unsecured, are all in default and we do not have sufficient funds to repay these obligations. As a result of the default, the note holders could enforce their rights under these notes at any time. At June 30, 2011 we also owe J.H. Brech, LLC, a related party, $200,534 principal amount under a convertible promissory note, together with accrued interest of $26,734. This note matures in April 2012 and we do not presently have sufficient funds available to satisfy the obligation.
We do not currently have any revenue producing operations and we are dependent upon advances from a related party to fund our ongoing general and administrative expenses and satisfy our obligations. As described elsewhere herein, we need to initially raise $1 million to fund the initial launch of our business plan, and thereafter an additional $1.5 million for our operating needs. We do not have any agreements or understanding with any third party to provide this financing. Until we can raise the necessary funds, we will be unable to further implement our business plan. Given the development stage nature of our company and the lack of a public market for our common stock, there are no assurances we will be able to raise the necessary capital. If we are unable to raise capital as necessary, our ability to continue as a going concern is in jeopardy and investors could lose their entire investment in our company.
Critical Accounting Policies
The discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
A summary of significant accounting policies is included in Note 1 to the financial statements included elsewhere in this report. Our management believes that the application of these policies on a consistent basis enables us to provide useful and reliable financial information about our operating results and financial condition.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Not applicable for a smaller reporting company.
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Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures. We maintain “disclosure controls and procedures” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934. In designing and evaluating our disclosure controls and procedures, our management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of disclosure controls and procedures are met. Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Based on her evaluation as of the end of the period covered by this report, our Chief Executive Officer who also serves as our principal financial and accounting officer, has concluded that our disclosure controls and procedures were effective such that the information relating to our company, required to be disclosed in our Securities and Exchange Commission reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and (ii) is accumulated and communicated to our management, including our Chief Executive Officer, to allow timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting. There have been no changes in our internal control over financial reporting during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II - OTHER INFORMATION
| Item 1. | Legal Proceedings. | |
| None. | ||
| Item 1A. | Risk Factors. | |
| Not applicable for a smaller reporting company. | ||
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds. | |
| None. | ||
| Item 3. | Defaults Upon Senior Securities. | |
| None. | ||
| Item 4. | (Removed and Reserved). | |
| Item 5. | Other Information. | |
| None. | ||
| Item 6. | Exhibits. | |
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No.
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Description
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31.1
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Rule 13a-14(a)/ 15d-14(a) Certification of Chief Executive Officer *
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31.2
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Rule 13a-14(a)/ 15d-14(a) Certification of principal financial and accounting officer *
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32.1
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Section 1350 Certification of Chief Executive Officer and principal financial and accounting officer *
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101
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Interactive Data File *
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*
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filed herewith
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SIGNATURES
Pursuant to the requirements 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.
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International Paintball Association, Inc.
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Date: August 11, 2011
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By:
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/s/ Brenda D. Webb | |
| Brenda D. Webb | |||
| Chief Executive Officer | |||
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