UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                          _________________________

                                FORM 10-KSB
                          _________________________


                 ANNUAL REPORT UNDER SECTION 13 OR 15 (D)
                  OF THE SECURITIES EXCHANGE ACT OF 1934
               FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004

                       COMMISSION FILE NO.: 0-32143

                         INCODE TECHNOLOGIES CORP.
           -----------------------------------------------------
           (Exact name of registrant as specified in its charter)


                  Nevada                            33-0895699
    -------------------------------------------------------------------
    (State of other jurisdiction of               (IRS Employer
     incorporation or organization                 Identification No.)


    111 Howard Boulevard, Suite 108, Mt. Arlington New Jersey       07856
    ----------------------------------------------------------------------
    (Address of principal executive offices)                     (Zip Code)


                                (973) 398-8183
               --------------------------------------------------
               (Registrant's telephone number including area code)

Securities registered pursuant to Section 12(b) of the Act: None.

Securities registered pursuant to Section 12(g) of the Act: Common Stock,
$0.001 par value.

Check mark whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12
months (or for such shorter period that the registrant as required to file
such reports), and (2) has been subject to such filing requirements for the
past 90 days.    Yes [X]   No [ ]

Check if there is no disclosure of delinquent filers in response to Item 405
of Regulation S-B contained in this form, and no disclosure will be
contained, to the best of the registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-
KSB or any amendment to this Form.  [X]

State issuer's revenues for its most recent fiscal year: $585.

The number of outstanding shares of common stock as of March 25, 2005 was:
367,243,231. Based on the closing price of the Registrant's common stock, the
aggregate market value of the voting stock held by non-affiliates of the
Registrant as of March 25, 2005 was $171,121.

<PAGE>

                        Forward Looking Statements

In addition to historical information, this Annual Report contains forward-
looking statements, which are generally identifiable by use of the words
"believes," "expects," "intends," "anticipates," "plans to," "estimates,"
"projects," or similar expressions. These forward-looking statements are
subject to certain risks and uncertainties that could cause actual results to
differ materially from those reflected in these forward-looking statements.
Factors that might cause such a difference include, but are not limited to,
those discussed in the section entitled "Management's Discussion and Analysis
of Financial Condition and Results of Operations-Factors That May Affect
Future Results." Readers are cautioned not to place undue reliance on these
forward-looking statements, which reflect management's opinions only as of
the date hereof. We undertake no obligation to revise or publicly release the
results of any revision to these forward-looking statements. Readers should
carefully review the risk factors described in other documents the Company
files from time to time with the Securities and Exchange Commission (the
"SEC").

                                   PART I

ITEM 1.  DESCRIPTION OF BUSINESS

Incode Technologies Corp., through its subsidiaries ("we," "our," "us,"
"Incode," or the "Company"), is a holding company that was, until February 9,
2005, known as BIB Holdings, Ltd. ("BIB"). The business plan for Incode
contemplates that it will engage in the business of acquiring, developing and
commercializing innovative subscription-based eBusinesses in the online
dating, information, retail, industrial, and financial services sectors.
Incode's ambition is to build a successful portfolio of diversified
eBusinesses with integrated on- and offline operations.

Our executive offices are located at 111 Howard Boulevard, Suite 108, Mt.
Arlington, NJ 07856. Our telephone number is 973-398-8183.

More information on Incode and its business model is available online at
www.incodetech.com where we will also provide free access to our annual
reports on Form 10KSB, quarterly reports on Form 10QSB, current reports on
Form 8K and amendments to those reports filed pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 as soon as reasonably
practicable after electronic filing with the SEC.

COMPANY BACKGROUND

Internet businesses are increasingly looking to offline communities today for
share growth because rates of return with current online consumers are
tapering off on increasing consumer acquisition costs. Successful online
businesses are frequently drawing relevant and meaningful links between
online services and their offline brethren, and many businesses are beginning
to capitalize on the resonance of underlying communities, of relationships,
in marketing their services and increasing their returns.

For this reason, we believe that there exists today a compelling opportunity
to build a significant business on the basis of diverse consumer products and
services that are linked through relevant relationships and networks on- and
offline. We will use these relationships and networks to generate revenues
online and offline through the provision of novel subscription-based services
and through the sale of relevant products and services, and we will reduce
the relative costs of our targeted offline businesses in the process. Our
expectation is that the whole in each case will be more valuable than the sum
of its parts.

Incode's core objective for FY2005 is to use our existing financing and other
relationships to complete a number of strategic acquisitions and other
transactions to build our initial portfolio of diversified eBusinesses with
integrated on- and offline operations.

On November 29, 2004, our wholly-owned subsidiary, BIB Acquisition Corp.,
completed a merger with Incode  Corporation, a Delaware corporation (the
"Incode Subsidiary"). As a result of the merger, the Incode Subsidiary became
a wholly-owned subsidiary of BIB and BIB subsequently changed its name to
Incode Technologies Corporation. We have two subsidiaries: the Incode
Subsidiary and Intrance Corporation ("Intrance"). Intrance is a holding
company through which we intend to administer our current and future online
dating businesses.
                                    -2-
<PAGE>

ITEM 1.  DESCRIPTION OF BUSINESS (continued)

OUR ONLINE PROPERTIES

In December 2004, we acquired several internet-based online dating,
information, retail, industrial, and financial services and portals. The
properties acquired include KissyKat.com and DateFetch.com (special interest
dating), tsdonline.com (industrial services), MarketCast.FM (market and
financial information), IgnitePowered.com (automated web site development),
SuiteMatch.com (special interest dating), WeddingPortfolios.com (wedding
resource library) and DoctorPaw.com (pet and animal welfare). Of these, only
DateFetch.com, a special interest online personal service with a focus on the
pet products industry, is currently operating.

THE ONLINE PERSONALS INDUSTRY

We believe that online personals fulfill significant needs for America's 98
million single adults, many of whom are looking to meet a companion or date.
Online dating services facilitate interaction between singles by allowing
them to screen and communicate with a large number of potential companions.
This medium allows users to communicate with other singles at their
convenience and affords them the ability to virtually meet multiple people in
a safe and secure setting. Moreover, online personals services allow people
to learn considerably more about someone prior to an in person meeting,
through detailed personal profiles, emails and instant messaging. However,
given the recent proliferation of online dating services as a compliment to
traditional means of dating, it is our view that it has become difficult to
find and develop a relationship with like-minded people on the majority of
the available online matchmaking services. We believe that competing services
are overcrowded, are limited by their generality and are becoming
increasingly difficult to navigate. While sector-wide growth can be expected
due to the growth of the internet, increased use of broadband technologies,
and mainstream acceptance of online dating, it is our view that the industry
overall is reaching saturation among the current population of online singles
and that substantial additional growth in the sector will mostly come from
that percentage of the single population that are not regular users of the
internet.

OUR ONLINE DATING COMPETITIVE STRENGTHS

There are about 39 million single pet owners in America that collectively own
about 65 million dogs, 78 million cats, 192 million fish, 17 million birds, 9
million reptiles and 5 million horses. We believe that pet-owning singles
have interests that are more inclined to be compatible with other pet-owning
singles as compared to singles that do not own pets. This demographic
additionally shares a strong affinity with the offline pet and animal welfare
community. We believe that a niche-oriented business that caters to both the
on- and the off-line pet owning single communities is capable of lower
subscriber acquisition costs and higher rates of return as compared to
generic sites.

DateFetch's affiliate marketing-based charitable donation programs are
designed with both on- and off-line singles in mind by generating recurring
monthly donations for qualified pet and animal adoption agencies, shelters
and clinics. While DateFetch has not commenced operations under these
programs to date, these programs are designed to catalyze a cost-effective
distributed grass roots mass marketing effect by helping qualified pet and
animal adoption agencies, shelters and clinics meet their respective missions
to fetch homes for homeless dogs, cats, puppies and kittens. Participating
animal welfare organizations will receive recurring monthly donations from
DateFetch in return for referrals to our online dating service.

OUR ONLINE DATING STRATEGY

We intend to grow DateFetch's subscription-based revenue by growing the
number of our members, increasing the number and percentage of our members
who convert to subscribers and enhancing our subscribers' online experience.
Specific tactics include: key community alliances, integrated marketing
programs, implementation of ongoing technological improvements, establishing
strong customer service and enhanced member communications.

INTELLECTUAL PROPERTY

The "Incode Logo", the tagline "It's in the Code", and the brands and logos
for DateFetch, MarketCast.FM, Ignite by Incode, SuiteMatch,
WeddingPortfolios, and DoctorPaw are the registered trademarks of Incode
Corporation. We believe that our intellectual property rights are protected
to the fullest extent afforded by law.

EMPLOYEES

We currently have only two employees, our officers.

                                    -3-
<PAGE>

ITEM 2.  DESCRIPTION OF PROPERTIES

Incode currently maintains office space at 111 Howard Boulevard in Mt.
Arlington, New Jersey in a facility leased by an affiliated company.  The
lease for this space expires on December 31, 2007. We paid no rent during
2004 for these offices. During 2005 Incode does not expect to pay rent for
these offices.  We believe these offices will be sufficient for our needs for
the foreseeable future.

ITEM 3.  LEGAL PROCEEDINGS

The Company is not party to any legal proceedings.

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

None.
                                    -4-
<PAGE>

                                   PART II
ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS

Incode's Common Stock trades on the OTC Bulletin Board under the symbol
"ICDT." The following table sets forth, for the periods indicated, the range
of high and low closing bid prices for the Company's Common Stock during the
past two years as reported by the National Association of Securities Dealers
composite feed or other qualified inter-dealer quotation medium. The reported
bid quotations reflect inter-dealer prices without retail markup, markdown or
commissions, and may not necessarily represent actual transactions.

Period                    High        Low

2004 First Quarter        0.26        0.04
2004 Second Quarter       0.07        0.01
2004 Third Quarter        0.01        0.001
2004 Fourth Quarter       0.01        0.001

2003 First Quarter        1.50        0.01
2003 Second Quarter       1.39        0.16
2003 Third Quarter        0.60        0.14
2003 Fourth Quarter       0.60        0.14

Title of Class    Approximate Number of Holders of Record as of March 28, 2005

Common Stock,
 0.001 par value                           330

The number of holders does not give effect to beneficial ownership of shares
held in the street name of stock brokerage houses or clearing agents and does
not necessarily reflect the actual ownership of the shares.

DIVIDENDS

We have no present intention of paying dividends in the foreseeable future.
Our policy for the time being is to retain earnings and utilize the funds for
operations and growth. Future dividend policies will be determined by the
Board of Directors based on our earnings, financial condition, capital
requirements and other existing conditions.

SALE OF UNREGISTERED SECURITIES

Incode did not sell any unregistered equity securities during the 4th quarter
of 2004.

REPURCHASE OF EQUITY SECURITIES

Incode did not repurchase any of its equity securities that were registered
under Section 12 of the Securities Act during the 4th quarter of 2004, except
that in November 2004 Incode purchased 250,000 shares of its common stock in
exchange for the capital stock of Bib Ltd., which had been the Company's sole
operating subsidiary prior to the acquisition of the Incode Subsidiary.

                                    -5-
<PAGE>

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS AND PLAN OF OPERATION OVERVIEW

On November 29, 2004 the Company, which was then named "Bib Holdings, Ltd.,
completed a merger with  Incode  Corporation, a Delaware corporation (the
"Incode Subsidiary"). As a result of the merger, the Incode Subsidiary became
a wholly-owned subsidiary of BIB Holdings and BIB Holdings subsequently
changed its name to Incode Technologies Corporation. We have two
subsidiaries: the Incode Subsidiary and Intrance Corporation ("Intrance").
Intrance is a holding company through which we intend to administer our
current and future online dating businesses. In December 2004, we acquired
several internet-based portals including DateFetch.com, a special interest
online personal service with a focus on the pet products industry. The
DateFetch portal is our only currently operating portal.

Our efforts in 2004 were focused on the completion of the transactions
detailed above. Management expects to invest in the growth of several of its
current properties during FY2005. Management additionally intends to acquire
strategic and accretive assets to its portfolio during FY2005. The
accompanying financial statements do not contain any adjustments that may be
required as a result of this.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The consolidated financial statements included herein have been prepared by
the Company, in accordance with Generally Accepted Accounting Principles.
This requires the Company's management to make certain estimates and
assumptions. These estimates and assumptions affect the reported amounts of
assets and liabilities and disclosure of the contingent assets and
liabilities at the date of the financial statements. These estimates and
assumptions will also affect the reported amounts of certain revenues and
expenses during the reporting period. In the opinion of management, all
adjustments which, except as described elsewhere herein, are of a normal
recurring nature, necessary for a fair presentation of the financial
position, results of operations, and cash flows for the periods presented.
Actual results could differ materially based on any changes in the estimates
and assumptions that the Company uses in the preparation of its financial
statements and any changes in the Company's future operational plans.

The Company capitalizes costs related to developing or obtaining internal-use
software. Capitalization of costs begins after the conceptual formulation
stage has been completed.  The Company expenses costs related to the planning
and post implementation phases of web site development efforts. Direct costs
incurred in the development phase are capitalized.

The Company capitalizes costs incurred in developing or purchasing its
websites.  The capitalized website costs are then amortized over the
estimated useful life of the website.  In preparing our financial statements
for FY2005, we were required to make an estimate of the estimated useful like
of our existing website.  We determined that it had a useful life of five
years, based on our estimate of the likely obsolescence of current
technology.  We were also required to make a determination as to whether the
book value of the website had been impaired - i.e. whether it represented a
recoverable amount.  We made that determination by reviewing the potential
market for the website and considering the revenue earned by comparable
websites.  We determined that no impairment had occurred.

                                    -6-
<PAGE>

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

RESULTS OF OPERATIONS

Revenues

Total revenues were $585 for the year ended December 31, 2004. The revenues
realized during 2004 were due to the operating activities of our online
dating service.

Cost of Revenues

Cost of revenues for the year ended December 31, 2004 was $325, which amount
was primarily attributable to the operating activities of our online dating
service.

Selling, General and Administrative Expenses

Selling, general and administrative expenses for the year ended December 31,
2004 were $50,260, which amount was attributable to the general and
administrative expenses associated with the transactions completed during
2004.

Interest Expense and Financing Costs

Interest expenses for the year ended December 31, 2004 was about $222,327.
This included $81,650 in financing costs that we incurred during the year
ended December 31, 2004.  These expenses represented the costs incurred in
connection with the sale by the Company of a $1,200,000 convertible debenture
to Cornell Capital Partners and the sale by the Incode Subsidiary of a
$1,000,000 convertible debenture to Highgate House LLC.  In each of those
transactions we paid fees and issued equity securities to compensate the
parties to the transactions, and the amount of those fees and the fair value
of the securities issued were accounted for as "financing costs."

Net Loss

Our total net loss for the year ended December 31, 2004, was $ 277,330. The
net loss incurred in the period was due to the expenses and other factors
described above.

LIQUIDITY AND CAPITAL RESOURCES

Incode has no significant operating assets.  It owns one operating Website,
which produced $525 in revenue during 2004, and it owns several domain names.

Incode had $3,726,220 in liabilities at the end of 2004, primarily consisting
of a $500,000 convertible debenture owed to Highgate House LLC, $421,321
remaining due on a convertible debenture owed to Cornell Capital Partners,
and $2,750,000 that we may be required to pay to Candent Corporation, the
holder of our Series A Preferred Stock..  The Highgate House debenture is
payable on November 22, 2006 with interest at 5% per annum.  The Cornell
Capital Partners debenture is payable on February 13, 2007 with interest at
5% per annum.  Incode expects most, if not all, of the debentures to be
satisfied by the holders converting the debts into Incode common stock that
they will then resell to the public.  At the market price of $.0005 on March
25, 2005, satisfaction of both debentures would require the issuance of over
3,560,000,000 common shares.  Accordingly, unless the market price of our
common stock increases, we will be required to issue over 90% of our equity
to satisfy the debentures or will be required to find other investment
sources to satisfy the debts.

Incode also had $54,314 in accounts payable and accrued expenses at the end
of 2004.  Incode intends to satisfy those debts from future financings.

When 2005 commenced, Incode had one financing commitment.  Highgate House was
committed to purchase additional convertible debentures, up to a total
principal of $500,000.  In March 2005 we sold Highgate House a debenture in
the principal amount of $330,000 and received net proceeds of $297,000.  From
those proceeds we used $234,930 to redeem a portion of the Series A Preferred
Stock held by Candent Corporation.   The remainder of the net proceeds was
added to working capital.

Incode does not have any other commitments from anyone to provide funds for
the operations of Incode.  Management continues to seek funding.  Any
additional funding that is obtained is likely to involve the issuance of
large amounts of stock, and will further dilute the interests of the existing
shareholders.
                                    -7-
<PAGE>

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION LIQUIDITY
         AND CAPITAL RESOURCES (continued)

Recently we have formed associations with a number of consultants whose
services will be crucial to our efforts to stabilize and expand the business
of Incode.  Some of the consultants are assisting us in finding business
opportunities, others are providing technical assistance, still others are
advising us regarding the growth and development of Incode.  We have made
commitments to five of these consultants that will require us to pay them a
total of $650,000 in cash or stock  (at the Company's option) during the next
twelve months.  Our hope is that our stock price will increase, and that we
will be able to satisfy these obligations in stock without serious dilution
to our existing shareholders.  If the stock price does not increase from its
current level, we will have to either obtain the cash needed to settle the
obligations or issue shares that will represent over 35% of our outstanding
equity.

The Company had a negative working capital position of $54,899 at December
31, 2004. Due to this condition and the dependence on raising capital, our
auditor has concluded that there is substantial doubt as to our ability to
continue as a going concern.

NEW ACCOUNTING PRONOUNCEMENTS

In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated
with Exit or Disposal Activities". SFAS 146 requires recording costs
associated with exit or disposal activities at their fair values when a
liability has been incurred. Under previous guidance, certain exit costs were
accrued upon management's commitment to an exit plan, which is generally
before an actual liability has been incurred. Adoption of SFAS 146 is
required with the beginning of fiscal year 2003. The adoption of this
statement did not have a significant impact on the Company's results of
operations.

In November 2002, the FASB issued FASB Interpretation, FIN No. 45,
"Guarantor's Accounting and Disclosure Requirements for Guarantees, Including
Indirect Guarantees of Indebtedness of Others". FIN No. 45 addresses the
disclosures to be made by a guarantor in its interim and annual financial
statements about its obligations under certain guarantees that is has issued.
Under FIN No. 45, recognition and initial measurement provisions are
applicable on a prospective basis to guarantees issued or modified after
December 31, 2002, irrespective of the guarantor's fiscal year end. The
adoption of FIN No. 45 did not have a significant impact on the Company's
consolidated financial position or results of operations.

In December 2003, the FASB revised FIN No. 46, "Consolidation of Variable
Interest Entities".  Fin 46 clarifies Accounting Research Bulletin No. 51 for
certain entities for which equity investors do not have the characteristics
of a controlling financial interest or do not have sufficient equity at risk
for the entity to finance its activities without additional subordinated
financial support from other parties.  The Company would currently be
required to meet the disclosure requirements of this pronouncement.  However,
the Company has determined that it does not have a significant interest in
such entities based on its analysis and assessment.

In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial
Instruments with Characteristics of both Liability and Equity". SFAS No. 150
establishes standards for how an issuer classifies and measures certain
financial instruments with characteristics of both liability and equity. It
also requires that an issuer classify a financial instrument that is within
its scope as a liability (or an asset in some circumstances). Many of those
instruments were previously classified as equity. SFAS No. 150 is effective
for financial instruments entered into or modified after May 15, 2003, and
otherwise is effective at the beginning of the first interim period beginning
after June 15, 2003, except for mandatory redeemable financial instruments of
nonpublic entities. It is to be implemented by reporting a cumulative effect
of a change in an accounting principal of financial instruments created
before the issuance date of the Statement and still existing at the beginning
of the interim period of adoption. Restatement is not permitted. The adoption
of SFAS No. 150 did not have any significant impact on the Company's
consolidated financial position or results of operations.

                                    -8-
<PAGE>

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

OFF-BALANCE SHEET ARRANGEMENTS

We do not have any off-balance sheet arrangements that have or are reasonably
likely to have acurrent or future effect on our financial condition or
results of operations.

FACTORS THAT MAY AFFECT FUTURE RESULTS

You should carefully consider the risks described below before buying our
common stock.  If any of the risks described below actually occurs, that
event could cause the trading price of our common stock to decline, and you
could lose all or part of your investment.

WE HAVE NEGLIGIBLE REVENUE TO DATE; SO OUR ABILITY TO BECOME PROFITABLE IS
SPECULATIVE.

Incode owns a number of domain names that it intends to use to establish
Internet portals.  To date, only one of those portals is carrying on business
operations.  Its revenue through December 31, 2004 was $525.  The future of
our business, therefore, is entirely speculative.  It is possible that we
will never develop a viable business operation.

OUR PORTALS, WHICH WILL BE COSTLY TO DEVELOP, MAY FAIL TO GAIN A SUFFICIENT
NUMBER OF USERS TO ASSURE PROFITABILITY.

We will invest a significant amount of our cash resources in developing each
of our portals.  Nevertheless, these portals may fail to attract a
substantial number of users.  Because the use of Internet portals is new and
evolving, it is difficult to predict the size of the niche market to which a
portal will appeal, or to predict its rate of growth.  It is also difficult
to predict what features in a portal will attract users.  It is possible that
we will devote significant resources to the introduction of a portal, only to
discover that the portal fails to attract sufficient users to make it
profitable.

WE MAY BE REQUIRED TO PROVIDE EXPENSIVE CONTENT IN OUR PORTALS.

In order to compete with established portals, we may need to provide our
users with unique content, including audio, video and other graphic content.
The licenses under which we can obtain such content are often expensive,
particularly for the most attractive media.  In some cases, we may have to
invest in the content before we have an accurate assessment of the revenue we
can expect from a portal.  Such a situation could result in significant
operating losses for us if revenue from a portal failed to cover the costs of
its content.

OUR FAILURE TO ATTRACT QUALIFIED PROGRAMMERS, GRAPHIC DESIGNERS AND
MANAGEMENT PERSONNEL COULD HINDER OUR SUCCESS.

Our ability to attract and retain qualified programmers and other
professional personnel when we need them will be a major factor in
determining our future success.  There is a very competitive market for
individuals with advanced training in Website development and maintenance,
and we are not assured of being able to retain the personnel we will need.

MOST OF OUR PORTALS WILL COMPETE WITH ESTABLISHED PORTALS THAT PROVIDE
SIMILAR SERVICES.

The success of our business will depend on our ability to gain a significant
portion of the niche market for which each of our portals will be designed.
Most of those markets are already served by existing portals.  Many of those
portals are sponsored by companies whose resources far exceed ours.  We will
have to rely on our ingenuity and design skills in order to gain a
competitive advantage.  If we are not able to compete effectively with these
companies, our business will fail.

INCODE IS NOT LIKELY TO HOLD ANNUAL SHAREHOLDER MEETINGS IN THE NEXT FEW
YEARS.

Nevada corporation law provides that members of the board of directors retain
authority to act until they are removed or replaced at a meeting of the
shareholders.  One or more shareholders who own 15% of the corporation=s
voting power may petition the Nevada district court to direct that a
shareholders meeting be held.  But absent such a legal action, the board has
no obligation to call a shareholders meeting.  Unless a shareholders meeting
is held, the existing directors elect directors to fill any vacancy that
occurs on the board of directors.  The shareholders, therefore, have no
control over the constitution of the board of directors, unless a
shareholders meeting is held.

Management of Incode does not expect to hold annual meetings of shareholders
in the next few years, due to the expense involved.  The current Board
members, James L. Grainer and Kevin Kreisler, were appointed by the previous
Board members.  If other directors are added to the Board in the future, it
is likely that Messrs. Grainer and Kreisler will appoint them.  As a result,
the shareholders of Incode will have no effective means of exercising control
over the operations of Incode.

                                    -9-
<PAGE>

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

FACTORS THAT MAY AFFECT FUTURE RESULTS (continued)

WE HAVE COMMITMENTS TO PAY $650,000 TO CONSULTANTS OR ISSUE STOCK WITH THAT
MARKET VALUE DURING THE NEXT TWELVE MONTHS.

Incode is currently party to five contracts with consultants that, in
aggregate, require us to pay a total of $650,000 during the next twelve
months or issue common stock with that market value in lieu of cash (at the
Company's option).  Unless we increase our cash resources, it is likely that
we will satisfy most or all of those obligations by issuing stock.  At the
market price of $0.0005 on March 25, 2005, would require the issuance of over
130,000,000 common shares.  The issuance of these shares would dilute the
interest of current shareholders, and could lead to a reduction in the market
price for our common stock.

THE ISSUANCE OF SHARES UNDER OUR AGREEMENTS WITH HIGHGATE HOUSE LLC AND
CORNELL CAPITAL PARTNERS WILL DILUTE THE ENTITY OF EXISTING SHAREHOLDERS.

Incode has issued convertible debentures to Highgate House LLC in the
aggregate principal amount of $1,000,000.  Incode has also issued a
convertible debenture to Cornell Capital Partners, which had a principal
amount of $425,671 on December 31, 2004.  The Highgate House debentures are
convertible into a minimum of one billion shares of our common stock.  The
Highgate House and the Cornell Capital Partners debentures together, if they
were converted into common stock at the market value of $0.0005 on March 25,
2005, would require the issuance of over 3.5 billion common shares.  We
expect that Highgate House LLC and Cornell Capital Partners will resell into
the public market any shares they acquire on conversion of the debentures.
The likely result of their selling such large quantities of stock to the
public would be a steep reduction in the market price of Incode  common
stock.

THE ANTI-DILUTION PROVISIONS OF INCODE'S SERIES A PREFERRED STOCK AND
INTRANCE'S SERIES A PREFERRED STOCK WILL DILUTE THE INTERESTS OF CURRENT
SHAREHOLDERS.

Candent Corporation owns shares of Series A Preferred Stock which entitle it
to own 80% of Incode's outstanding common stock after conversion.  Incandent
Capital LLC owns preferred stock issued by Incode's subsidiary, Intrance,
that is convertible into the greater of (a) 6.18% of Incode's outstanding
common stock or (b) that number of Incode common shares that will yield
$2,750,000 in net proceeds to Incandent.  Whenever Incode issues common
stock, therefore, the anti-dilution provisions of those two securities will
effectively double the dilution that occurs.  Incandent Capital, LLC is owned
by our Chairman, Kevin Kreisler.  Mr. Kreisler's spouse is the President of
Candent Corporation.

                                    -10-
<PAGE>

ITEM 7.  FINANCIAL STATEMENTS
                                                        Page No
FINANCIAL STATEMENTS

Report of Independent Auditors..............................12
Consolidated Balance Sheet..................................13
Consolidated Statement of Operations........................14
Consolidated Statements of Stockholders' Equity.............15
Consolidated Statements of Cash Flows.......................16
Notes to Consolidated Financial Statements..................17

                                    -11-
<PAGE>

ITEM 7.   FINANCIAL STATEMENTS (continued)

INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders,
Incode Technologies Corporation and Subsidiaries:

We have audited the accompanying consolidated balance sheet of Incode
Technologies Corporation and Subsidiaries, a development stage company, as of
December 31, 2004, and the related consolidated statements of operations,
stockholders' equity and cash  flows for  the period since inception, August
23, 2004 to December 31, 2004. These financial statements are the
responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the auditing standards established
by the Public Company Accounting Oversight Board (United States). Those
standards require that we 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. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Incode
Technologies Corporation and Subsidiaries as of December 31, 2004, and the
consolidated results of their operations and their cash flows for the period
since inception, August 23, 2004, to Decemebr 31, 2004 in conformity with
accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared
assuming that the Company will continue as a going concern. As more fully
discussed in Note 2 to the financial statements, the Company has suffered
losses from operations and has a working capital deficiency as of December
31, 2004. These conditions 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 consolidated financial statements do not
include any adjustments that might result from the outcome of this
uncertainty.


                          /s/ Rosenberg,Rich, Baker,Berman & Company
                          ------------------------------------------

Bridgewater, New Jersey
March 25, 2005

                                    -12-
<PAGE>

              INCODE TECHNOLOGIES CORPORATION AND SUBSIDIARIES,
                        A DEVELOPMENT STAGE COMPANY
                        CONSOLIDATED BALANCE SHEET
                            DECEMBER 31, 2004

ASSETS:
 Deferred financing costs, net                  $     78,248
 Website costs, net                                  295,160
                                                   ---------
 TOTAL ASSETS                                        373,408
                                                   =========

LIABILITIES AND STOCKHOLDERS' IMPAIRMENT
 Current liabilities:
  Deferred revenues                                      585
  Accounts payable and accrued expenses               54,314
                                                   ---------
 Total current liabilities                            54,899

Convertible debentures                               921,321
Redeemable preferred stock - related party         2,750,000
                                                   ---------
 Total  liabilities                                3,726,220

Stockholders' equity:
 Preferred stock, $0.001 par value:
  Series A: authorized 1,000,000 shares
  issued and outstanding                               1,000
 Common stock, $0.001 par value,
  2,000,000,000 authorized; 267,243,251
  issued and outstanding                             217,243
 Additional paid-in capital                          214,286
 Accumulated deficit                              (3,785,341)
                                                   ---------
 Total stockholders' impairment                   (3,352,812)
                                                   ---------
TOTAL LIABILITIES AND STOCKHOLDERS' IMPAIRMENT  $    373,408
                                                   =========


The notes to the consolidated financial statements are an integral part of
these statements.

                                    -13-
<PAGE>

            INCODE TECHNOLOGIES CORPORATION AND SUBSIDIARIES,
                        A DEVELOPMENT STAGE COMPANY
                  CONSOLIDATED STATEMENT OF OPERATIONS
    FOR THE PERIOD SINCE INCEPTION, AUGUST 23, 2004, TO DECEMBER 31, 2004


Revenues                              $     585
Cost of revenues                            325
                                         ------
Gross profit                                260

Operating expenses:
 General and administrative expenses     50,260
 Amortization expense, intangible
  assets                                  5,003
                                         ------
Total operating expenses                 55,263
                                         ------
Operating loss                          (55,003)

Other expense
 Interest expense and financing costs  (222,327)
                                        -------
Total other expense, net               (222,327)
                                        -------
Income before provision for income
 taxes                                 (277,330)

Provision for income taxes                   --
                                        -------
Net loss                              $(277,330)
                                        =======
Net loss per common share,
 basic and diluted                    $   (0.00)
                                        =======
Weighted average shares of common
 stock outstanding, basic and
 diluted                            106,815,728
                                    ===========

The notes to the consolidated financial statements are an integral part of
these statements.
                                    -14-
<PAGE>

               INCODE TECHNOLOGIES CORPORATION AND SUBSIDIARIES,
                          A DEVELOPMENT STAGE COMPANY
                CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
      FOR THE PERIOD SINCE INCEPTION, AUGUST 23, 2004 TO DECEMBER 31, 2004

<TABLE>

                             Shares               Amount         Accumulated
                       Preferred  Common       Par     APIC      Deficit          Totals
-------------------------------------------------------------------------------------------
<S>                    <C>        <C>          <C>     <C>       <C>              <C>
Balance at 8/23/04         --           --  $     --  $     --  $         --  $        --

Issue preferred
 shares             1,000,000           --     1,000        --            --        1,000

Value of
 beneficial
 conversion
 feature on
 convertible
 debt                      --           --        --   214,286            --      214,286
 Acquisition  of
 intangible assets         --           --        --        --    (2,449,837)  (2,449,837)

Effect of merger
 and recapital-
 ization                   --  217,243,231   217,243        --    (1,058,174)    (840,931)

Net loss                   --           --        --        --      (277,330)    (277,330)
                   ----------------------------------------------------------------------
Balance at 12/31/04 1,000,000  217,243,231 $ 218,243  $214,286  $ (3,785,341) $(3,352,812)
                   ======================================================================

</TABLE>

The notes to the consolidated financial statements are an integral part of
these statements.

                                    -15-
<PAGE>

              INCODE TECHNOLOGIES CORPORATION AND SUBSIDIARIES,
                         A DEVELOPMENT STAGE COMPANY
                    CONSOLIDATED STATEMENTS OF CASH FLOWS
      FOR THE PERIOD SINCE INCEPTION, AUGUST 23, 2004 TO DECEMBER 31, 2004


CASH FLOWS FROM OPERATING ACTIVITIES
 Net loss                                  $    (277,330)

 Adjustments to reconcile net loss to
  net cash provided by (used in)
  operating activities
  Amortization of website costs                    5,003
  Amortization of deferred financing costs         3,402
  Interest expense associated with intrinsic
   value of convertible debt                     214,026
 Changes in assets and liabilities
  Increase in deferred revenue                       585
  Increase in accounts payable and
   accrued expenses                               54,314
                                                --------
 Net cash used in operating activities                --
                                                --------
CASH FLOWS FROM FINANCING ACTIVITIES
 Proceeds from issuance of convertible debt      414,000
 Repayment of convertible debt                  (414,000)
                                                 -------
 Net cash provided by financing activities            --
                                                 -------

 Increase (decrease) in cash                          --
 Cash at beginning of year                            --
                                                 -------
 Cash at end of year                           $      --
                                                 =======

The notes to the consolidated financial statements are an integral part of
these statements.

                                    -16-
<PAGE>

             INCODE TECHNOLOGIES CORPORATION AND SUBSIDIARIES
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

THE COMPANY

Incode Technologies Corporation, is a holding company that was previously
known as BIB Holdings, Ltd. ("BIB"). The company consolidates two
subsidiaries; Incode Corporation and Intrance Corporation ("Intrance").
Intrance is a holding company through which the Company administers its
current and future online dating businesses.

In December 2004, we acquired several internet-based portals including
DateFetch.com, a special interest online personal service with a focus on the
pet products industry. The DateFetch portal is our only currently operating
portal.

For accounting purposes, because the Company had become a shell company prior
to merger, the merger was treated as a recapitalization of the Company.

PRINCIPLES OF CONSOLIDATION

The accompanying consolidated financial statements include all accounts of
the Corporation and its subsidiaries.  All significant inter-company accounts
and transactions have been eliminated in consolidation.

USE OF ESTIMATES

The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America 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 dates of the financial statements and the reported amounts of revenues
and expenses during the reporting periods. Actual results could differ from
those estimates.

REVENUE RECOGNITION

For 2004 all revenue was derived from DateFetch.com subscription fees. The
Company recognizes revenue in accordance with SAB No. 104, "Revenue
Recognition."  Recognition occurs ratably over the subscription period,
beginning when there is persuasive evidence of an arrangement, delivery has
occurred (access has been granted), the fees are fixed and determinable, and
collection is reasonably assured. Subscribers pay in advance, primarily by
using a credit card, and all purchases are final and nonrefundable. Fees
collected in advance for subscriptions are deferred and recognized as revenue
using the straight line method over the term of the subscription. We had
deferred revenue of approximately $585 as of December 31, 2004.

WEBSITE COSTS

The company capitalizes costs related to developing its websites.
Capitalization of costs begins after the conceptual formulation stage has
been completed. Development costs are expensed as incurred or capitalized
into web site cost in accordance with SOP 98-1, "Accounting for the Costs of
Computer Software Developed or Obtained for Internal Use." SOP 98-1 requires
that costs incurred in the preliminary project and post-implementation stages
be expensed as incurred and that certain costs incurred in the application
development stage be capitalized. In accordance with EITF 00-2, "Accounting
for Web Site Development Costs," we expense costs related to the planning and
post implementation phases of our Web site development efforts. Direct costs
incurred in the development phase are capitalized.  We estimate the amount of
time spent by our engineers in developing and making enhancements to our Web
sites.  Costs associated with minor enhancements and maintenance for the Web
site are included in expenses.  The capitalized Web site costs are amortized
over the estimated useful life of the site, which is usually five years.

                                    -17-
<PAGE>

           INCODE TECHNOLOGIES CORPORATION AND SUBSIDIARIES
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

NET INCOME OR LOSS PER COMMON SHARE

The Company computes its net income or loss per common share under the
provisions of SFAS No. 128, "Earnings per Share" and SAB No. 98. Under the
provisions of SFAS 128 and SAB 98, basic net income or loss per share is
computed by dividing the net loss for the period by the weighted-average
number of shares of common stock outstanding during the period. Dilutive net
loss per share excludes potential common shares if the effect is anti-
dilutive.

DEFERRED FINANCING COSTS

Deferred financing costs, which represent charges associated with obtaining
long-term financing, are amortized on a straight-line basis over the life of
the corresponding financing, commencing with the closing of the financing and
are written off when appropriate. Costs associated with financing
arrangements that are abandoned are written off in the period the potential
financing effort is discontinued.

2.   GOING CONCERN

The accompanying consolidated financial statements have been prepared
assuming that the Company will continue as a going concern. The Company
incurred a loss of $277,330 during the period since inception through
December 31, 2004 and  as of December 31, 2004, the Company had approximately
$-0- in cash. These matters raise substantial doubt about the Company's
ability to continue as a going concern. Management's plans include raising
additional proceeds from debt and equity transactions and completing
strategic acquisitions.

3.   ACQUISITIONS

In December of 2004, the Company, through its Intrance subsidiary, acquired
the operating assets of Candent Corporation, which consisted of several
websites in various stages of development.  The President and owner of
Candent Corporation is the wife of Incode's Chairman, Kevin Kreisler, and is
a related party.

In exchange for the assets acquired, Intrance issued to Candent 275,000
shares of preferred stock that are immediately redeemable at the holder's
discretion for $10 per share.  The value of the assets acquired are shown on
Incode's balance sheet at the historical cost of the related party from which
they were acquired and the excess of the purchase price over the cost basis
was treated as a distribution to that related party.

The following table summarizes the  value of the assets acquired during 2004
for the acquisitions detailed above:

Purchase price:
Subsidiary preferred issued         $   2,750,000
                                        ---------
	Total purchase price		2,750,000
                                        ---------
Cost of  assets acquired:
Assets acquired                           300,164
Liabilities assumed                            --
                                        ---------
        Net assets acquired               300,164
Excess of purchase price over cost      ---------
 of assets acquired                 $   2,449,836
                                        =========

                                    -18-
<PAGE>

             INCODE TECHNOLOGIES CORPORATION AND SUBSIDIARIES
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

3.   ACQUISITIONS (CONTINUED)

Company's consolidated results of operations are included herein as of the
dates the above acquisitions were completed. The following unaudited pro-
forma financial information provides a comparative analysis assuming that the
consolidation of the assets had occurred as of the beginning of the period:

                                      2004            2003
                                  -----------     -----------
Gross revenue                      $   14,395      $    1,566
Net loss                             (632,475)              -
Basic net loss per common share    $    (0.00)     $    (0.00)
                                      =======          ======
4.   FINANCING ARRANGEMENTS

The following is a summary of the Company's financing arrangements as of
December 31, 2004:

Convertible debentures:
 Cornell Capital debenture, 5% convertible debentures, net         421,321
 Highgate House debenture, 5% convertible debentures, net          500,000
                                                                  --------
 Total current portion of convertible  debentures                $ 921,321
                                                                   =======
CORNELL CAPITAL DEBENTURE

On January 7, 2004,  BIB Holding Company, our predecessor, entered into a
Securities Purchase Agreement with Cornell Capital Partners ("the Cornell
Agreement") for the sale of $1,200,000 in convertible debentures, which was
completed as of February 13, 2004. The debentures issued pursuant to the
Cornell Agreement bear annual interest at 5%, mature three years from the
date of issuance, and are convertible into the Company's common stock, at the
investor's option at the lower of $0.204 or eighty percent (80%) of the
average of the three (3) lowest daily volume weighted average prices of the
common stock for the five (5) trading days immediately preceding the
conversion date.  We reduced the principal amount on this debenture during
2004 to $421,321.

HIGHGATE HOUSE DEBENTURES

In November 2004, the Company entered into a Convertible Debenture Purchase
Agreement, with Highgate House LLC, an accredited investor, pursuant to which
it sold and issued convertible debentures to Highgate in an aggregate
principal amount of up to $1,000,000 in a private placement pursuant to Rule
504 of Regulation D under the Securities Act of 1933, as amended.

                                    -19-
<PAGE>

             INCODE TECHNOLOGIES CORPORATION AND SUBSIDIARIES
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

4.   FINANCING ARRANGEMENTS (CONTINUED)

A debenture in the aggregate principal amount of $500,000 was issued for
gross proceeds of $500,000 with a maturity date of November 22, 2006, subject
to earlier conversion or redemption pursuant to its terms, and bears interest
at the rate of 5% per year, payable in cash or shares of common stock at the
option of the holder of the Debentures.

The Debentures are convertible into unrestricted shares of the Company's
common stock at a conversion price that is the lower of $0.0035 or seventy-
five percent (75%) of the average of the three lowest closing per share bid
prices for the common stock during the thirty trading days prior to
conversion. The conversion price and number of shares of common stock
issuable upon conversion of the Debentures is subject to adjustment for stock
splits and combinations and other dilutive events. To satisfy its conversion
obligations under the Debentures, the Company placed 50,000,000 shares of
common stock into escrow during 2004 for potential issuance to Highgate upon
conversion of the Debentures.  The company follows EITF 98-5 in accounting
for convertible notes with 'beneficial conversion features' (ie:, the notes
may be converted into common stock at the lower of a fixed rate at the
commitment date or a fixed discount to the market price of the underlying
common stock at the conversion date).  Because the Company's convertible
notes contained a beneficial conversion feature on the date of issuance, the
Company measured and recognized the intrinsic value of the beneficial
conversion feature of the convertible notes when the convertible notes were
issued.  During the period date of inception August 23, 2004 through
December 31, 2004, interest expense of $ 214,026 (representing the aggregate
proceeds to the Company from the convertible notes issued during such
periods), was recognized as the intrinsic value of the beneficial conversion
feature of the convertible notes that were issued in that period.

5.   RELATED PARTY TRANSACTIONS

The Company had the following significant related party transactions during
the periods reported in the financial statements:

Since August 2004 Mr. Grainer has been acting as a consultant to Incode
Corporation.  In that role, he has assisted in negotiating the Incode Merger
and has performed due diligence for Incode in connection with that
transaction.  As of December 31, 2004, the Company has included $50,000 of
compensation payable to Mr. Grainer, which amount may be paid in the form of
cash or common stock.

The Company's subsidiary, Intrance Corporation, issued 275,000 shares of a
Series A Preferred Stock to Candent Corporation in consideration for the
Company's acquisition of certain assets from Candent (see Note 3,
Acquisitions, above). The President of Candent Corporation is the wife of
Kevin Kreisler, our Chairman.  The equity in Candent Corporation is held in
trust for the benefit of its President.

The Company issued 1000 shares of common and 1,000,000 of Series A
Preferred Stock to Incandent Capital,,LLC in conjunction with the acquisition
of Incode. The President of Incandent Capital LLC,  Kevin Kreisler,  is the
Chairman  of the Company.

6.   INCOME TAXES

The Company has incurred losses, which have generated net operating loss
carryforwards for the Company. As of December 31, 2004, the Company has
federal and state net operating loss carryforwards. These loss carryforwards
are subject to limitations due to current ownership changes.

                                    -20-
<PAGE>

             INCODE TECHNOLOGIES CORPORATION AND SUBSIDIARIES
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

7.   PREFERRED SHARES

In consideration for the acquired assets, the Company caused Intrance
Corporation to issue 275,000 shares of a Series A Preferred Stock to Candent.
The holder of the Intrance preferred shares will received a quarterly
dividend equal to ten percent of Intrance's operating income.  The Intrance
preferred shares are redeemable at a price of $10 per share.  The holder of
the Intrance preferred shares can convert each share of Series A Preferred
Stock into one hundred shares of the Registrant's common stock.  The holder
of Intrance Series A Preferred Stock is not entitled to vote at shareholders
meetings. On the date of issue, all of the Intrance Series A Preferred Stock
acquired by Candent could be converted into 27,500,000 shares of the
Company's common stock, which would represent 6.18% of the fully-diluted
outstanding shares.  In the event that the Company issues any common shares
after this date, the number of shares into which the Intrance Series A
Preferred Stock can be converted will be proportionately increased, so that
at all times the Intrance Series A Preferred Stock will be convertible into a
number of shares which will equal 6.18% of the Company's outstanding shares
after the conversion.  The Company's agreement with Candent also provides
that  if Candent corporation obtains less than $2,750,000 from the sale of
the common stock into which the Intrance preferred shares are convertible,
the Registrant will issue additional shares to Candent Corporation until it
obtains $2,750,000 in sales proceeds.

The Company issued to Incandent Capital, LLC ("Incandent")  1,000 shares of
the Company's Common Stock and 1,000,000 shares of the Company's Series A
Preferred Stock. The  Series A Preferred Stock are convertible into common
stock at a rate of one share of Series A Preferred Stock to one hundred
shares of the Company's Common Stock. The preferred shares may not be
converted into common stock until December 31, 2006 except, at the option of
the holder, in the event a change of control or other merger or acquisition
event. The holder of shares of Series A Preferred Stock shall be entitled to
vote at any meeting of stockholders of the Company (or in any written action
of stockholders in lieu of a meeting) with respect to any matters presented
to the stockholders of the Company for their action or consideration. The
number of votes which may be cast by a holder of shares of Series A Preferred
Stock will equal to the number of shares of the Company's Common Stock into
which that holder's Series A Preferred Stock could be converted on the record
date for the meeting or action. The Series A Preferred Stock is subject to
quarterly adjustment such that Incandent's ownership, on a fully-diluted
basis, shall be and at all times remain equal to eighty percent of the issued
and outstanding common stock of the Company. The owner of Incandent Capital
LLC, which owns the majority of the Company's voting shares  also serves as
the Company's Chairman.

8.   SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

There was no interest or income taxes paid in the period.

Schedule of Non-Cash Investing and Financing Activities:

The company issued redeemable preferred stock valued at $ 2,750,000 in
exchange for a website valued at $ 300,163.

9.   SUBSEQUENT EVENTS

Consulting Agreements

Subsequent to December 31, 2004 the Company entered into the following
consulting agreements:

     Candent Corporation. Incode and Candent signed an "IT Services Agreement"
dated January 2, 2005  for a period of one year pursuant to which Candent is
designing, developing and administering information systems for the Company.
The agreement calls for Incode to issue to Candent $50,000 in cash or stock
in payment for the services. The President of Candent is the spouse of the
Chairman  of  Incode.

     Serenity Capital, LLC. Incode's consulting agreement with Serenity provides
that commencing January, 2, 2005 for a period of one year  Serenity will
provide consulting services related to the  distribution of industrial
commodities, commodity valuation and contract and related modules, etc. The
agreement calls for Incode to issue to Serenity $150,000 in cash or stock in
payment for the services. The sole member of Serenity Capital is the father
of the Chairman of  Incode.
                                    -21-
<PAGE>


               INCODE TECHNOLOGIES CORPORATION AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

9.   SUBSEQUENT EVENTS

Cyrus Capital, LLC. Incode's consulting agreement with  Cyrus  provides that
commencing January, 2, 2005 for a period of one year  Cyrus will  provide
consulting services related to the design of online entertainment and gaming,
virtual environments, financial market platforms, The agreement calls for
Incode to issue to Cyrus $150,000 in cash or stock in payment for the
services. The sole member of Cyrus Capital is the brother of the Chairman of
Incode.

Sonata Capital Partners LLC. Sonata will engage in business development
services for Incode. The agreement calls for Incode to issue to Sonata
$150,000 in cash or stock in payment for the services.

Stock Issuance

Subsequent to December 31, 2004  the Company issued common Stock to the
following:

Candent Corporation     50,000,000 shares
Serenity Capital LLC    25,000,000 shares
Cyrus Capital LLC       25,000,000 shares
Sonata Ventures LLC     25,000,000 shares
Its President           25,000,000 shares

Based on the Company's market price at March 30, 2005 of $.0011 per share the
total market value of the shares issued was $165,000.

Preferred Stock Redemption

Subsequent to December 31, 2004 the Company  redeemed some the its series A
preferred stock held by Candent. The amount of the redemption was  $234,930

                                    -22-
<PAGE>

              INCODE TECHNOLOGIES CORPORATION AND SUBSIDIARIES
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE
None.

ITEM 8A. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Our principal executive officer and principal financial and accounting
officer have participated in and supervised the evaluation of our disclosure
controls and procedures (as defined in Rules 13(a)-15(e) and 15(d)-15(e)
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"))
that are designed to ensure that information required to be disclosed by us
in the reports that we file is recorded, processed, summarized and reported
within the time periods specified in the Securities and Exchange Commission's
rules and forms. Disclosure controls and procedures include, without
limitation, controls and procedures designed to ensure that the information
required to be disclosed by us in the reports that we file or submit under
the Act is accumulated and communicated to our management, including our
principal executive officer or officers and principal financial officer, to
allow timely decisions regarding required disclosure. The Company's chief
executive officer and chief financial officer determined that, as of the end
of the period covered by this report, these controls and procedures are
adequate and effective in alerting them in a timely manner to material
information relating to the Company required to be included in the Company's
periodic SEC filings.

CHANGES IN INTERNAL CONTROLS

There were no significant changes, including any corrective actions with
regard to significant deficiencies and material weaknesses, in our internal
controls or in other factors that could significantly affect internal
controls since the date of the most recent evaluation of these controls by
the Company's chief executive officer and chief financial officer.

                                    -23-
<PAGE>

                                   PART III

ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS

Name                 Age                 Position
-------------------------------------------------------------------------
James Grainer        50      Chief Executive Officer, Chief Financial
                              Officer, Director
Kevin Kreisler       32      Chairman

James L. Grainer.  Mr. Grainer has made his career in the fields of
investment banking and financial management and accounting. Since December
2004 Mr. Grainer has served as the President and Chief Financial Officer of
Incode Technologies Corporation.  At the same time, beginning in October
2004, Mr. Grainer has served as the President and Chief Financial Officer of
GreenWorks Corporation, a publicly-held company engaged in the business of
environmental remediation consulting.   From 2003 until June 2004, Mr.
Grainer was the Chief Financial Officer of Polo Linen, where he was
responsible for that company's financial management and was involved in all
aspects of strategic management. From 2001 until 2003 Mr. Grainer was the
Managing Director of Investment Banking and Head of the Investment Banking
Group at Zanett Securities, a merchant banking firm located in New York City.
From 1992 until 2001 Mr. Grainer was a Managing Director in the Investment
Banking Group at Prudential Securities, where he served as a member of the
Management Committee for the Prudential Securities Private Equity Fund and
held other financial management positions. Prior to joining Prudential
Securities, Mr. Grainer was employed as a Senior Manager by Deloitte &
Touche, where he was actively involved in managing all aspects of Deloitte's
tax practice. Mr. Grainer is licensed as a certified public accountant in the
State of New York.

Kevin Kreisler. Mr. Kreisler has over fifteen years of diversified business
experience specifically including the operation of publicly-traded companies.
Mr. Kreisler has served as the Chairman of the Board of Incode Technologies
Corporation since February 2005.  Mr. Kreisler also serves as Chairman of the
Boards of GreenShift Corporation, a private holding company, Veridium
Corporation (OTC Bulletin Board:  VRDM) and GreenWorks Corporation (OTC
Bulletin Board:  GWRK). From 2002 until February 2005 Mr. Kreisler served as
the Chief Executive Officer of Veridium Corporation, an environmental
services business.  Mr. Kreisler was Veridium's President from 2000 to 2002,
and a Vice President from 1998 to 2000.  Mr. Kreisler is a graduate of
Rutgers University College of Engineering (B.S., Civil and Environmental
Engineering, 1994), Rutgers University Graduate School of Management (M.B.A.,
1995), and Rutgers University School of Law (J.D., 1997). Mr. Kreisler is
admitted to practice law in New Jersey and the United States District Court
for the District of New Jersey.

NOMINATING AND AUDIT COMMITTEE

The Board of Directors does not have an audit committee or a nominating
committee, due to the small size of the Board.  Mr. Grainer, however, is an
"audit committee financial expert" within the definition given by the
Regulations of the Securities and Exchange Commission, by reason of his
experience in public accounting and as a financial officer.

CODE OF ETHICS

The Company does not have a written code of ethics applicable to its
executive officers.  The Board of Directors has not adopted a written code of
ethics because there are only two members of management.

SHAREHOLDER COMMUNICATIONS

The Board of Directors will not adopt a procedure for shareholders to send
communications to the Board of Directors until it has reviewed the merits of
several alternative procedures.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

None of the officers, directors or beneficial owners of more than 10% of the
Company's common stock failed to file on a timely basis the reports required
by Section 16(a) of the Exchange Act during the year ended December 31, 2004

                                    -24-
<PAGE>

ITEM 10.  EXECUTIVE COMPENSATION

The following table sets forth compensation information for Incode's
executive officers during the years indicated as relevant. As of December 31,
2004, no executive officer held shares of exercisable options for Incode's
Common Stock.

                                                       Long-term
                                                       Compensation
                                                       Securities
                                                       Underlying
                                                       Options
Name and Principal           Annual Compensation       Granted      All Other
Position              Year   Salary   Bonus  Other   (shares)     Compensation
--------------------------------------------------------------------------------
Kevin Kreisler        2004  $    --  $   --  $  --      --      $       --
Chairman              2003       --      --     --      --              --
                      2002       --      --     --      --              --

James Grainer         2004       --      --     --      --              --
New Chief Executive   2003       --      --     --      --              --
Officer,  Chief       2002       --      --     --      --              --
Financial Officer
and President


Option Grants in Last Fiscal Year to Named Executive Officers.  The named
executive officers of the Company do not hold any option to purchase shares
of the Company's common stock.

EMPLOYMENT AGREEMENTS

Incode's relationships with its officers are on an at-will basis.

COMPENSATION OF DIRECTORS

Our directors are reimbursed for out-of-pocket expenses incurred on our
behalf, but receive no additional compensation for service as directors.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the "beneficial
ownership" of the Company's Common Stock as of March 28, 2005 by each of the
Company's directors and executive officers, all current directors and
executive officers as a group, and persons or groups owning more than 5% of
the outstanding Common Stock. In computing the number of shares beneficially
owned by a person and the percentage ownership of that person, shares of
common stock subject to options or warrants held by that person that are
currently exercisable or exercisable within 60 days of the date hereof are
deemed outstanding. Except as indicated in the footnotes to this table and
pursuant to applicable community property laws, each stockholder named in the
table has sole voting and investment power with respect to the shares set
forth opposite such stockholder's name. On March 28, 2005 there were
367,243,231 shares of BIB's common stock issued and outstanding as well as
1,000,000 shares of Series A Preferred Stock convertible into 200,000,000
common shares. The following table sets forth the number of the Company's
shares beneficially owned by each person who, as of the closing, will own
beneficially more than 5% of either class of the Company's voting stock, as
well as the ownership of such shares by each director of the Company and the
shares beneficially owned by the new directors as a group.

Name and Address of      Amount and nature
Beneficial Owner         of beneficial Shars        Percent and Class of Stock
-------------------------------------------------------------------------------
James Grainer            25,000,000                 6.8% Common Stock
        --                                            0% Series A Preferred
Kevin Kreisler (1)               --                   0% Common Stock
                          1,000,000                 100% Series A Preferred

Current executive
 officers and
 directors as a
 group (2 persons)       25,000,000                 6.8% Common Stock
                          1,000,000                 100% Series A Preferred

1.  All shares are held directly by Incandent Capital, L.L.C., an affiliate
of Kevin Kreisler that is majority controlled by Kevin Kreisler

                                    -25-
<PAGE>

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

During 2004, and in connection with the Company's various acquisitions and
the requirements of financings, the Company was party to the following
significant related party transactions:

Since August 2004 James Grainer, our Chief Financial Officer, has been acting
as a consultant to Incode Corporation.  In that role, he has assisted in
negotiating the Incode Merger and has performed due diligence for Incode in
connection with that transaction.  Incode has agreed to compensate Mr.
Grainer for his services, but the amount and nature of the compensation has
not yet been determined.

Kevin Kreisler, our Chairman, is the sole owner of Incandent Capital, LLC.
On November 29, 2004 Incandent was party to a merger in which its subsidiary,
Incode Corporation, a Delaware corporation, was merged into a subsidiary of
Incode Technologies Corp., and Incandent received Series A Preferred Stock
convertible into 200,000,000 shares of Incode Technologies common stock.

Mr. Kreisler's wife is the President of Candent Corporation, and is also the
beneficial owner of the equity in Candent Corporation.  On December 9, 2005
Candent sold to a subsidiary of Incode Technologies certain assets used in
the business of operating Internet-based online dating, information, retail,
industrial and financial portals.  In exchange for those assets, Incode
Technologies issued to Candent securities convertible into 27,500,000 shares
of common stock of Incode Technologies and covenanted to issue additional
shares to Candent if the proceeds from its sale of those initial shares were
less than $2,750,000.

                                    -26-
<PAGE>

                                   PART IV
ITEM 13. EXHIBITS AND REPORTS ON FORM 8K

Index to Exhibits

Exhibit
Number        Description

3.1           Articles of Incorporation - filed as an exhibit to the
               Registration Statement on Form SB-2 (333-49166) and
               incorporated herein by reference.

3.1(a)        Amendment to Articles of Incorporation dated January 14,
              2003 - filed as Exhibit 3(2) to Registration Statement on
              Form SB-2 (333-112149) and incorporated herein by
              reference.

3.1(b)        Amendment to Articles of Incorporation dated September 2003
              - filed as Exhibit 3(3) to Registration Statement on Form
              SB-2 (333-112149) and incorporated herein by reference.

3.1(c)        Articles of Merger dated March 2004 - filed as Exhibit 3(4)
              to Registration Statement on Form SB-2 (333-112149) and
              incorporated herein by reference.

3.1(d)        Amendment to Articles of Incorporation dated March 2004 -
              filed as Exhibit 3(5) to Registration Statement on Form SB-2
              (333-112149) and incorporated herein by reference.

3.1(e)        Certificate of Designations of Series A Preferred Stock -
              filed herewith.

3.1(f)        Certificate of Designations of Series A Preferred Stock of
              Intrance Corporation - filed herewith

3.1(g)        Amendment to Articles of Incorporation dated February 2005
              - filed as an exhibit to Current Report on Form 8-K dated
              February 7, 2005 and incorporated herein by reference.

3.2           By-Laws  - filed as an Exhibit 3(6) to the Registration
              Statement on Form SB-2 (333-112149) and incorporated herein
              by reference.

10.1          Secured Convertible Debenture issued to Cornell Capital
              Partners - filed as an exhibit to Registration Statement on
              Form SB-2 (333-112149) and incorporated herein by reference.

10.2          Convertible Debenture Purchase Agreement with Highgate
              House LLC - filed as an exhibit to the Current Report on
              Form 8-K dated November 24, 2004 and incorporated herein by
              reference.

10.3          Promissory Note issued to Incode by Highgate House LLC -
              filed as an exhibit to the Current Report on Form 8-K dated
              November 24, 2004 and incorporated herein by reference.

31.1          Certification of Chief Executive Officer, Chief Financial
              Officer and Chief Accounting Officer pursuant to Rule 13a-
              14(a)/15d-14(a), as adopted pursuant to Section 302 of the
              Sarbanes-Oxley Act of 2002.

32.1          Certification of Chairman and Chief Executive Officer and
              President, Chief Operating Officer and Acting Chief
              Financial Officer pursuant to 18 U.S.C. Section 1350, as
              adopted pursuant to the Sarbanes-Oxley Act of 2002.

                                    -27-
<PAGE>


ITEM 13.      EXHIBITS AND REPORTS ON FORM 8K (continued)

REPORTS ON FORM 8K

The following is a list of reports filed on Form 8-K during the 4th quarter of
2004:

1)      Report dated November 24, 2004 concerning Item 1.01 (Entry into a
        Material Definitive Agreement), Item 2.01 (Completion of Acquisition of
        Assets), Item 2.03 (Creation of a Direct Financial Obligation), Item
        3.02 (Unregistered Sale of Equity Securities), Item 5.02 (Departure of
        Directors, etc.) and Item 8.01 (Changes in Control of Registrant).On
        June 16, 2004,  the Company filed a Report on Form 8K, which related to
        Other Events.

2)	Report dated December 9, 2004 concerning Item 2.01 (Completion of
        Acquisition of Assets).

ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES

INDEPENDENT AUDITOR FEES

Rosenberg Rich Baker Berman & Company, P.A. was retained by Incode as
its independent accountant on January 21, 2005.  Prior to that date,
Rosenberg Rich Baker Berman & Company had not performed any services for
Incode or its subsidiaries.

Audit Fees

Rosenberg Rich Baker Berman & Company, P.A. billed $9000 to the Company
for professional services rendered for the audit of our 2004 financial
statements.

Audit-Related Fees

Rosenberg Rich Baker Berman & Company, P.A. billed $0 to the Company in
2004 for assurance and related services that are reasonably related to the
performance of the 2004 audit or review of the quarterly financial
statements.

Tax Fees

Rosenberg Rich Baker Berman & Company, P.A. billed $0 to the Company in
2004 for professional services rendered for tax compliance, tax advice and
tax planning.

All Other Fees

osenberg Rich Baker Berman & Company, P.A. billed $0 to the Company in
2004 for services not described above.

It is the policy of the Company's Board of Directors that all services
other than audit, review or attest services, must be pre-approved by the
Board of Directors.  All of the services described above were approved by the
Audit Committee.

                                    -28-
<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 on the date
indicated.

INCODE TECHNOLOGIES CORP.

By: /S/ JAMES GRAINER
---------------------
JAMES GRAINER
Chief Executive Officer
Date: March 31, 2005

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.

By: /S/ JAMES GRAINER
---------------------
JAMES GRAINER
Director, Chief Executive Officer, Chief Financial
 Officer, Chief Accounting Officer
Date: March 31, 2005

By: /S/ KEVIN KREISLER
----------------------
KEVIN KREISLER
Director
Date:  	March 31, 2005