<PAGE>

                    U.S. SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                  FORM 10-KSB

[x]      Annual report pursuant to section 13 or 15(d) of the Securities
         Exchange Act of 1934 for the fiscal year ended December 31, 2001, or

[ ]      Transition report pursuant to section 13 or 15(d) of the Securities
         Exchange act of 1934 for the transition period from to

                          Commission File No. 0-23015

                            J-BIRD MUSIC GROUP LTD.
          (Name of Small Business Issuer as specified in its charter)

         Pennsylvania                                 06-1411727
(State or Other Jurisdiction of                    (IRS Employer
Incorporation or Organization)                     Identification No.)

                  396 Danbury Road, Wilton, Connecticut 06897
             (Address of Principal Executive Offices and Zip Code)

                   Issuer's Telephone Number: (203) 761-9393

Securities registered under Section 12(b) of the Act: None

Securities registered under Section 12(g) of the Act:

                         Common Stock, Par Value $0.001

Check whether the issuer (1) filed all reports required to be filed by sections
13 or 15(d) of the Exchange Act during the past 12 months (or such shorter
period that the issuer was 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 in this form, and no disclosure will be contained, to the best of
registrants knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 1O-KSB or any amendment to
this Form 1O-KSB. [ X ]

The issuer's revenues for its most recent fiscal year: $493,396.

The aggregate market value of voting stock held by non-affiliates computed on
the basis of the last sale price on April 19, 2002 was $344,192.

As of December 31, 2001, the Registrant had 1,720,960 shares of outstanding
Common Stock, par value $0.001.

Documents incorporated by reference: None.

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                                TABLE OF CONTENTS

ITEM NUMBER AND CAPTION                                                    Page

Part I

1.       Description of Business                                              3

2.       Description of Properties                                            7

3.       Legal Proceedings                                                    7

4.       Submission of Matters to a Vote of Security Holders                  7

Part II

5.       Market for Common Equity and Related Stockholder Matters             8

6.       Management's Discussion and Analysis of Financial Condition
         and Results of Operations                                            8

7.       Financial Statements                                                10

8.       Changes in and Disagreements with Accountants on Accounting
         and Financial Disclosure                                            11

Part III

9.       Directors, Executive Officers, Promoters and Control

         Persons; Compliance with Section 16(a) of the Exchange Act          13

10.      Executive Compensation                                              13

11.      Security Ownership of Certain Beneficial Owners and Management      14

12.      Certain Relationships and Related Transactions                      15

13.      Exhibits and Reports on Form 8-K                                    15


                                        2
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                        FORWARD-LOOKING STATEMENT NOTICE

         When used in this report, the words "may," "will," "expect,"
"anticipate," "continue," "estimate," "project," "intend," and similar
expressions are intended to identify forward-looking statements within the
meaning of Section 27a of the Securities Act of 1933 and Section 2le of the
Securities Exchange Act of 1934 regarding events, conditions, and financial
trends that may affect the Company's future plans of operations, business
strategy, operating results, and financial position. Persons reviewing this
report are cautioned that any forward-looking statements are not guarantees of
future performance and are subject to risks and uncertainties and that actual
results may differ materially from those included within the forward-looking
statements as a result of various factors. Such factors are discussed under the
headings "Item 1. Description of Business," and "Item 6. Management's Discussion
and Analysis of Financial Condition and Results of Operations," and also include
general economic factors and conditions that may directly or indirectly impact
the Company's financial condition or results of operations.

                                     PART I

                         ITEM 1. DESCRIPTION OF BUSINESS

General

         J-Bird Records began in 1996 as "The First World Wide Web Recording
Label" (jbirdrecords.com), signing, promoting and selling its artists' CDs
exclusively online. The company quickly developed a traditional brick and mortar
presence to enhance its efforts, thereby creating a hybrid label combining the
best of both offline and online worlds. J-Bird Records is an independent label
with a roster of over 350 artists including Rockapella, John Entwistle, the
Guess Who, Mitch Ryder, Jimmie Van Zant, Lee Rocker, and more. The label
utilizes traditional and online marketing and distribution methods for the
promotion of its artists. The Navarre Corporation is the label's exclusive North
American distributor to retail accounts. Navarre is the leading independent
distributor of music and music-related products throughout North America.

         J-Bird Records attracts a wide array of established and emerging talent
by offering artists a greater level of creative control and involvement. J-Bird
Records offers recording contracts which allow artists to exercise a large
amount of self-direction in their career planning, while driving those careers
toward a successful future.

         The J-Bird website, www.jbirdrecords.com, acts as a highly effective,
cost-sensitive sales and marketing vehicle for its artists. The site is a
completely interactive and user-friendly one offering a broad selection of music
from its extensive catalog. Consumers can review artists biographies, view CD
artwork, listen to full song samples in streaming audio format, check artists'
tour dates, read press reviews and purchase the full CD via J-Bird's e-commerce
functionality. Furthermore, J-Bird is immune to the legal ghosts that haunt many
music-related sites which offer free MP3 downloads since J-Bird only offers free
downloads with the full permission and approval from its artists.

         The Company's emphasis is to sign and develop artists, create consumer
demand and strategically align itself with other companies to enhance its
presence in the marketplace.


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         Methods of artist development include the review and critique of music,
imaging, artist management, tour support and merchandising. Consumer demand is
created through both traditional industry methods and strategic cutting edge
promotions via the Internet and other emerging technologies. Traditional methods
include but are not limited to publicity campaigns, radio promotions, retail
placement & programs, and television appearances. Methods of Internet marketing
include downloads, streaming audio, online promotions with traditional retail
partners, cybercasts, chats, Internet radio, contests, giveaways, online retail
placement and satellite TV & radio.

The Company has already begun positioning itself to take advantage of the new
opportunities for promotion and revenue growth from online sources. According to
Jupiter Communications, US online music sales are expected to reach $5.4 billion
in the year 2005, up from $387 million in 1999. These numbers are based on
combined digital music downloads and physical product sold via online resources.
Online music is expected to secure approximately one fourth of the total US
market sales in 4 years, with digitally distributed products representing 28% of
total online dollars (or $1.5 billion by 2005). With peer-to-peer file sharing
(such as Napster) coming under fire for not allowing the artist to be
compensated for sharing of digital music files, the distribution of digital
music appears ready to move to subscriptions to digital music services that will
allow the consumer access to music files and reward the artist and label as
well.

The Company is poised to take advantage of the financial and promotional
opportunities presented to it by aligning itself with third-party digital music
providers by licensing its catalog and marketing its services to media and
commerce partners, already established as destination sites for music, who
provide networked sharing subscription services and digital downloads. These
services, industry-wide, are expected to reach approximately $1 billion in 2005,
and music downloads will grow to $530 million in the same timeframe. Physical
music products (CDs) purchased online are expected to grow from $380 million in
1999 to $3.8 billion in 2005.

         In addition to the above strategies, J-Bird has recently streamlined
operating costs, reduced overhead and consolidated inventory, all helping to
reduce the company's breakeven point. These combined factors are designed to
enable the Company to achieve profitability in the year 2002.

STRATEGIC ALLIANCES

                               Navarre Corporation

         In November 2001 the Company renewed its distribution agreement with
Navarre Corporation providing J-Bird with a North American presence and sales
force in both the traditional retail establishment and the online retail
community. The agreement also provides for the manufacturing of J-Bird products
and retail cooperative advertising with the associated costs offset by sales.
Navarre's independent music division's unique programs and policies provide a
rapid response competitive edge for artists, labels and trends, that the majors
and other independents cannot match. These services allow Navarre to entice a
higher quality label and artist. In addition to J-Bird, Navarre distributes
titles from artists such as Kenny Rogers, Willie Nelson, Charlie Daniels, Vonda
Shepard and The Irish Tenors.


                                        4
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                        Bianco Music & Entertainment Ltd.

         In November, 2000 the Company entered into an exclusive agreement with
London-based Bianco Music & Entertainment Ltd. for the distribution of J-Bird's
music to retail accounts throughout Europe and the UK. Bianco is an independent
music and entertainment company offering a wide-ranging selection of music to a
worldwide audience. Bianco is exclusively distributed by BMG, one of the largest
and most-established music distribution houses in the world. With this
agreement, J-Bird titles are now available at key accounts throughout Europe and
the UK including Tower Records, HMV, Borders, MVC and all leading One-Stops.

                                    Vitaminic

         In August, 2000 the Company entered into a promotional license
agreement with Vitaminic, Inc. Vitaminic is Europe's leading Internet community
for the legal promotion and delivery of music in digital format. Several J-Bird
artists have enjoyed being featured at Vitaminic since the new relationship
began between the two companies, proving the viability of the J-Bird roster of
talent. Featured J-Bird artists on Vitaminic's homepage include the John
Entwistle Band which charted on the site's top 10 most downloaded tracks.. This
has created added exposure to the label and traffic to its web site from music
lovers in the US and abroad. Founded in April 1999, Vitaminic presently has
offices in eight countries, with seven in Europe -- Italy, Germany, The United
Kingdom, France, Spain, The Netherlands and Sweden -- and one in the United
States. Vitaminic is a platform open to new standards and formats and to new
broadband and wireless communication technologies, through which artists and
record companies can promote and sell their music in digital format. Meanwhile,
consumers can choose from a catalog organized into over 250 genres of music. The
sites in the Vitaminic network generated over 8,000,000 page views and 2,500,000
delivered songs in June 2000 alone. Since operations began, over 300 record
companies and more than 10,000 artists have uploaded over 45,000 tracks and put
them on sale on the Vitaminic Network, while registered users currently number
over 250,000.

                               Lappen Enterprises

In December, 2000 the Company entered into a non-exclusive agreement with Los
Angeles-based music business consulting firm Lappen Enterprises. Lappen
Enterprises will represent J-Bird's catalog for placement in film, TV and
soundtrack projects including outlets such as ABC, CBS, NBC, MTV, Fox, Sony
Pictures, Walt Disney, New Line Cinema, Paramount, Miramax and more. Lappen has
already been able to secure placement of music by J-Bird recording group Funk
Kin in an action sports motocross video that will be widely available throughout
North America in April 2001. Lappen Enterprises past and current associations
include consulting for Ringo Starr's All-Star Band 3-CD box set, Casey Kasem
Presents America's Top 40 7-CD box set, spoken word albums from Ray Manzarek
(The Doors) & Paul Kantner (Jefferson Airplane/Starship) and representing
clients including the legendary Sun Records, Razor & Tie Entertainment and more.


                                        5
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                                  Oxygen Media

In July 2000 the Company entered into a licensing agreement with Oxygen Media,
allowing Oxygen to use music by J-Bird artists during its television
programming. In November 2000 J-Bird artist Rockapella performed live on Oxygen
Media's Pure Oxygen program. Also, on several occasions, Oxygen's music
producers have selected J-Bird artists Rockapella and Barry Kingston & the
Screaming Souls as "Artists of the Day". This means that during Oxygen's
television programming, these artists' music has been used exclusively during
live segments and been acknowledged and credited visually on-screen. Oxygen
Media is an integrated media brand that serves modern women by combining the
best qualities of the Internet and cable television. Founded in 1998 by
Geraldine Laybourne and in partnership with Marcy Carsey, Tom Werner, Caryn
Mandabach and Oprah Winfrey, Oxygen consists of a growing network of popular
websites, and a 24-hour cable network, which launched in February 2000. The
Oxygen cable programming is available in over 9 million households.

                              Other Media Exposure

         In addition to the above strategic alliances, J-Bird has independently
secured valuable placement of music by its artists on major media programming
outlets including Good Morning America, CBS Morning Show, Home Shopping Network,
VH-1, MTV and various independent films.


Catalog Evaluation
         The Company's catalog of 350 artists is currently not valued for
accounting purposes in accordance with generally accepted accounting principles
as described in the 2001 Annual Report on 10K-SB. Therefore the Company's
catalog could be a significant off balance sheet asset worth more than currently
represented in the December 31, 2001 balance sheet.


History

         On October 7, 1997, Caltron, Inc. entered into a Stock Purchase
Agreement with the shareholders of J- Bird Records, Inc., to acquire shares of
J-Bird Records, Inc., for the equivalent number of shares of Caltron, Inc. The
total number of shares exchanged in this transaction was 4,480,000. On October
8, 1997, Caltron, Inc. changed its name to J-Bird Music Group LTD.


Governmental Regulation

         There is no material government regulation of the Company's business.


                                        6
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Competition

         The Company encounters intense competition throughout the music
industry. The company believes, however, that in the aggregate it competes
successfully and has a strong growing position in its principal product line,
although the strength of its position varies with products and markets.

         The Company believes that its attractive product planning, the high
quality of its products, employee experience, dedication, knowledge, ability to
secure strong relationships and its marketing and servicing efforts are
important factors in advancing its competitive position.

         The music business is a historically volatile and dynamic industry and
the Company's competitive position is affected by changing technology and
product introductions, limited product life cycles, popularity of music titles,
seasonal trends, consumer spending and other economic trends.

         Success in the music entertainment business is dependent to a large
extent upon the artistic and creative abilities of employees and outside talent
and is subject to the vagaries of public taste. Its competitive position in the
future depends on its continuing ability to attract and develop talent that can
achieve a high degree of public acceptance.

         Consumers have a wide range of choices, technologies and medias for
their entertainment expenditures. The Company competes for these consumer
dollars on the basis of the types of music it selects for distribution and the
marketing of its selections through traditional and non-traditional methods in
both the on-line and off-line environments.


Employees

         The Company has 3 employees.

                        ITEM 2. DESCRIPTION OF PROPERTIES

         The Company's principal place of business is an office located at 396
Danbury Road, Wilton, Connecticut 06897. The office facility consists of
approximately 1800 square feet purchased by J-Bird Music Group on November 1,
2000 for $422,000. A down payment of $22,000 was made and the Company mortgaged
the property with a fifteen (15) year mortgage of $400,000, which requires a
monthly mortgage payment of $4,057.


                                        7
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                            ITEM 3. LEGAL PROCEEDINGS

         The Company is party to the following legal proceedings:

Color Film Corporation vs. J-Bird Records, Inc. d/b/a J-Bird Music Group for
payment of services performed between December 12, 2000 and February 12, 2001.
The lawsuit is in the amount of $6,968.06 and is currently recorded on the books
of the Company as an accounts payable. The Company expects to settle this claim
in the year 2002.

Donald Argott vs. J-Bird Records, Inc. for payment of past due royalties in
regards to Pornosonic. The lawsuit is in the amount of $9,224.25 and is
currently recorded on the books of the Company as accrued royalties payable. In
addition, Bernard Resnick has filed lawsuit against the Company in the amount of
$2,272.55 for legal fees in connection with the above mentioned lawsuit.


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

No matter was submitted to a vote of security holders in the fourth quarter of
2001


                                    PART III

        ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

         The following table sets forth for the respective periods indicated the
prices of the Company's Common Stock in the over-the-counter market, as reported
and summarized by the OTC Bulletin Board. Such prices are based on inter-dealer
bid and asked prices, without markup, markdown, commissions, or adjustments and
may not represent actual transactions.

Calendar Quarter Ended             High Bid          Low Bid

March 31, 1999                      $ 0.562          $ 0.531
June 30, 1999                       $  0.74          $ 0.625
September 30, 1999                  $ 0.467          $  0.41
December 31, 1999                   $  0.32          $  0.32

March 31, 2000                      $0.9531          $0.7969
June 30, 2000                       $0.2188          $0.2188
September 30,2000                   $0.1094          $0.0781
December 31, 2000                   $0.0625          $0.0469

March 31, 2001 (pre-split)          $  1.05          $  0.05
June 30, 2001 (post split)          $  1.55          $  1.01
September 30,2001                   $  0.23          $  0.13
December 31, 2001                   $  0.21          $  0.21


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         There are approximately 146 shareholders of record, which figure does
not take into consideration those shareholders whose certificates are held in
the name of broker-dealers.

         As of the date hereof, the Company has not paid or declared any cash
dividends. The Company can give no assurance that it will generate future
earnings from which cash dividends can be paid. Management has followed the
policy of retaining earnings to finance the development of the business. Such a
policy is likely to be maintained as long as necessary to provide working
capital for the Company's operations.





       ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

Overview

         The following discussion and analysis provides information that
management believes is relevant to an assessment and understanding the Company's
consolidated results of operations and financial condition for the years ended
December 31, 2001 and 2000. The discussion should be read in conjunction with
the Company's consolidated financial statements and accompanying notes.

         The Company derives its revenues from three principle sources: a (i)
sale of compact discs ("CDs") directly to the artists for resale to consumers;
(ii) CD sales on the Company's website; and (iii) retail CD sales.

         The Company's strategy to develop products and services for the music
entertainment business was primarily responsible for its net loss for the years
ended December 31, 2001 and 2000.The Company has only a limited operating
history in its operations upon which an evaluation of J-Bird and its prospects
can be based. Accordingly, J-Bird believes that the results of its operations in
the past, during which time the Company had minimal revenues, are not meaningful
indications of future performance. The Company incurred losses from continuing
operations of, $1,253,545 and $2,633,006 for the years ended December 31, 2001
and 2000.

         As a start-up entity in 1997, the Company sold directly to retail
markets with minimal results. In the second half of 1997 the Company was able to
obtain two distribution agreements with regional distributors, Twinbrook and
City Hall. This enabled the Company to establish a regional presence and
provided credentials that assisted in signing a Distribution Agreement with
Navarre Corporation in December 1997. The agreement with Navarre provides the
Company with a national presence in approximately 52,000 traditional retail
establishments while also providing the Company with a national sales force that
has existing relationships with the major retail outlets in the country.


                                        9
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Liquidity and Capital Resources

         The Company has financed its operations and capital expenditures
primarily from equity financing and loans from shareholders. In 2001 the Company
received $110,000 in cash from the sale of stock through subscription
agreements. There is currently $30,000 due under stock subscriptions at December
31, 2001.

         In January 1999 the Company obtained a $100,000 line of credit with a
commercial bank. The line of credit bears interest at 2% above the bank's prime
rate. Certain officers and shareholders have personally guaranteed the debt. The
Company has repaid all money due under the line of credit as of December 31,
2001. The line of credit was closed as of December 31, 2001.





Results of Operations- year ended December 31, 2001 compared to year ended
December 31, 2000.

A comparison of the 2001 results to the 2000 results is as follows

                                            2001            2000
                                         ----------      ----------
Net Sales                                $  493,396      $1,026,714
---------

Cost of Sales                            $  472,906      $  781,973

         Sales decreased in 2001 over 2000 primarily as a result of the large
number of returns experienced in 2001 regardless of the Company's acquiring
contracts with additional artists.


                                            2001            2000
                                         ----------      ----------
Advertising and Promotion Expenses       $   40,289      $  188,766
----------------------------------

The decrease in advertising and promotion is due to decreased level of internal
promotion of artists.

Professional Fees                        $   60,862      $   94,573
-----------------

The decrease in professional fees is due to the lower level of legal fees
incurred in 2001.


Salaries                                 $  116,000      $  107,542
--------

The increase in salary expense is due to a restricted stock purchase agreement
entered into with four employees of the Company. Each employee received the
right to purchase 5,000 shares (post split) at a price of $3.40 per share in
March 2001(post split) and 20,000 shares at $0.80 per share in August 2001.


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Administrative Expenses                  $  864,632      $1,665,558
-----------------------

Decrease is due to the consolidation of costs within the company.

Interest Expenses                        $   49,786      $    5,944
-----------------

Interest expense has been increased due to the mortgage acquired in November
2000.


Other Expenses

                                             2001           2000
                                         ----------      ----------
Bad Debt                                 $   63,438      $        0
--------

This represents a write off of the net amount due from the former President of
the Company per agreement. The Company received 2,500 shares (post split) of
common stock with a value of $4,690 reflected as a treasury stock transaction.

Royalty Adjustment                       $   36,390      $        0
------------------

This represents an agreement with one artist for royalties due for the year 1999
as a result of the Company misinterpreting the recording contract.

Gain on Extinguishment of Debt           $   19,050      $        0
-----------------------------

This represents the forgiveness of debt on the Chase Manhattan Bank Credit Line.
Per a settlement reached between the Company and Chase, the loan was paid off in
2001.


                          ITEM 7. FINANCIAL STATEMENTS

         The financial statements of the Company appear in this report beginning
with the Index to Financial Statements on page F-1.


             ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
                     ON ACCOUNTING AND FINANCIAL DISCLOSURE

         There have been no changes in or disagreements with accountants in the
past three years except as follows: As described in the Company's 8-K filed
November 8, 1999, the independent auditors of the Company for 1998 were
Schnitzer & Kondub, P.C. On October 28, 1999, the Company replaced Schnitzer &
Kondub with the accounting firm of Caracansi Ramey & Associates, LLC to audit
the Company's 1999 financial statements. The Board of Directors of the Company
approved this change. The reason for the change in independent auditors to
Caracansi Ramey & Assoc. was due to a mutual agreement between the Company and
Schnitzer & Kondub to terminate the engagement based upon Schnitzer & Kondub's
desire to focus its practice on non-public companies.


                                       11
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                                    PART III

     ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
               COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

Directors and Officers

The following table sets forth the names, ages, and positions with the Company
for each of the directors and officers of the Company.

Name                      Age     Positions                            Since
----                      ---     ---------                            -----

Hope D. Trowbridge        40      President, Treasurer & Director      1991

Asa L. Fish               35      Secretary and Director               1997



All executive officers are elected by the Board and hold office until the next
Annual Meeting of stockholders and until their successors are elected and
qualify.

The following is information on the business experience of each director and
officer.


HOPE D. TROWBRIDGE: President of J-Bird Music Group LTD since December 2000.
Treasurer and Director of J-Bird Music Group LTD since June 7, 1991. Corporate
Secretary from June 7, 1991 to December 2000. From December 1992 to the present
Ms. Trowbridge has served as the Corporate Secretary and a Director of Marcorp,
Inc., an inactive publicly held corporation with no assets. She is currently the
President, Treasurer and a director of the J-Bird Music Group LTD subsidiary,
J-Bird Records, Inc.


ASA L. FISH, Corporate Secretary since December 2000. Director of J-Bird Music
Group LTD since April 1997. Mr. Fish has been Promotions Director for the
Company since May 1998. He is responsible for hiring and overseeing independent
radio promotion teams to secure airplay for selected J-Bird artists. He directly
contacts radio program and music directors on a weekly basis. He secures radio
morning show interviews and airplay for artists, having relationships with
top-rated shows in most major and secondary markets including WPLJ-New York and
KLOS-Los Angeles. He has secured relationships with various online and
traditional entertainment companies for the promotion of J-Bird artists. Some
Companies with which J-Bird has ongoing relationships as a result of Mr. Fish's
efforts are Oxygen Media, RioPort, Launch, Winstar Radio Services, Vitaminic,
and more. Mr. Fish is currently the Corporate Secretary and Director of the
J-Bird Music Group LTD subsidiary, J-Bird Records, Inc.


                                       12
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The following is information about the business experience of all control
persons, key personnel and consultants.

DOUGLAS G. McCASKEY. General Manager. Chairman and Director of J-Bird Music
Group from October 1997 to April 2000. President and Director of Marcorp, Inc.,
an inactive publicly held corporation with no assets.

BRIAN J. MURPHY, Consultant. Mr. Murphy joined J-Bird in December 2000 to help
the Company become a fully integrated entertainment company. His focus is on
developing new markets for J-Bird in the areas of entertainment;including
television and live events. He will also concentrate on artist development and
corporate sponsorships, increasing J-Bird's overall growth and presence in the
entertainment industry. Mr. Murphy is CEO of Fearless Entertainment, Inc. which
is a multi-faceted entertainment company. Previously, he was an Executive Vice
President and General Manager of Warner Custom Music, a Time Warner Company. He
was responsible for the corporate marketing and promotion of the Warner Music
Group where he developed and implemented third party funded, music driven
strategic marketing and promotional relationships.

         While at Warner, he negotiated multi-year marketing agreements with
major corporations including General Motors, Sony Electronics, The House of
Seagram, Hard Rock Cafe International and Kraft/General Foods. His client list
included Turner Sports, AT & T, National Football League (NFL), National
Basketball Association (NBA), Coca-Cola, Audi, Miller Beer and MasterCard.

         He later went on to become the Managing Partner/Consultant for
Warner/TBA where he created and produced television broadcasts, live events and
music tours. Among the television productions he was Executive Producer for
Music in High Places, TV series, 2000; Montreux Jazz Festival (PPV), 2000; Hard
Rock RockFest (MTV, VH1), 1999 and 1997; The Original Bad Company Reunion (PPV),
1999; NASCAR Rocks (TNN,CMT), 1999; CMA Awards Backstage Pass (PPV), 1999; and
Goodwill Games Opening Celebration and Closing Ceremonies (TBS), 1998.

         Among the Live Events and Music Tours he Executive Produced were
Montreux Jazz Festival US Tour, 2000; Hard Rock Rock Fest, 2000, 1999 and 1997;
Goodwill Games Global Pavilion, 1998; NFL on TNT Tailgate Parties, 1998; The
Show at NBA ALL-STAR Weekend for TNT, 2000 and 1998; Miller Lite Jamizon Tour,
1998; and Crown Royal Country Music Series, 1996, 1995, 1994 and 1993. DVD, CD,
CD-Rom & Cassette credits include Montreux Jazz Festival Anthology (CD), 2000,
JVC's Under the Covers (DVD), 1999 and Furit of the Loom's All-Star Collection
(CD), 1996.



Section 16(a) Filing Compliance

         Section 16(a) of the Securities Exchange Act of 1934 requires officers
and Directors of the Company and persons who own more than ten percent of a
registered class of the Company's equity securities to file reports of ownership
and changes in their ownership on Forms 3, 4, and 5 with the Securities and
Exchange Commission, and forward copies of such filings to the Company. The
Company believes that all required filings have been made.


                                       13
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                         ITEM 10. EXECUTIVE COMPENSATION

         John Barbieri had a loan agreement with the Company for $145,000, which
was guaranteed by 500,000 shares of J-Bird Music Group LTD. common stock. As of
January 2000 the loan was $110,560 and was partially offset by his salary of
$42,432 paid to him in the year 2000. The remaining balance of $68,128 was
offset by returning 100,000 shares of J-Bird Music Group LTD. common stock back
into the Company's treasury per a Letter of Agreement with the Company dated
December 26, 2000. The shares were returned in March 2001. Mr. Barbieri resigned
as President/CEO/Director of J-Bird Music Group LTD. on November 29,2000. He
concurrently resigned as President/Director of J-Bird Records, Inc., a
subsidiary of J-Bird Music Group LTD effective November 29,2000. As of December
31, 2001 Mr. Barbieri had settled his debt with J-Bird Music Group, LTD.


ITEM II. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The following table sets forth as of April 19, 2002, the number and
percentage of the outstanding shares of common stock which, according to the
information supplied to the Company, were beneficially owned by (i) each person
who is currently a director of the Company, (ii) each executive officer, (iii).
all current directors and executive officers of the Company as a group and (iv)
each person who, to the knowledge of the Company, is the beneficial owner of
more than 5% of the outstanding common stock. Except as otherwise indicated, the
persons named in the table have sole voting and dispositive power with respect
to all shares beneficially owned, subject to community property laws where
applicable.

                                                Common            Percent of
                                                Shares            Class (2)


IMM International, Inc. (2)                     80,000             .046
#2 Springhill Road, Suite 17
Norwalk, CT 06851


Hope D. Trowbridge (1)(2)                       34,975             .020

Asa L. Fish (1)                                 31,375             .018

All Executive officers and
  Directors as a Group (3 persons)             146,350             .085

(1)      These persons are all of the executive officers and directors of the
         Company.

(2)      Hope D. Trowbridge is the sole officer, director, and shareholder of
         IMM International, Inc. Accordingly, Miss Trowbridge has voting and
         investment control over these shares.


                                       14
<PAGE>

             ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS


         In 1998 IMM purchased 2,000,000 shares of the Company's common stock
for $525,000. Other non-affiliate shareholders purchased 750,000 shares of stock
at prices ranging from $.25 to $.40 per share. The difference between the
subscription price and the fair market value of the stock of $1,277,500 was
recorded as a non-cash charge to operations. In 1998, IMM repaid $119,750 of
amounts outstanding under stock subscriptions at December 31,1997. As of
December 31, 2001 there are $30,000 in outstanding stock subscriptions with
J-Bird Music Group, LTD.



                                    ITEM 13.
                        EXHIBITS AND REPORTS ON FORM 8-K

         The following documents are included as exhibits to this report
pursuant to Item 601 of Regulation S-B.

Exhibits.

Exhibit   SEC Ref.   Tile of Document                                Location
   No.       No.

   1      (3)(i)     Articles of Incorporation, as amended (1)       Fm 10-SB
                                                                     Page E-1

   2      (3)(ii)    By-Laws (1)                                     Fm 10-SB
                                                                     Page E-8

   3      (10)       Navarre Corporation Distribution
                     Agreement (1)                                   Fm 10-SB
                                                                     Page E-35


   4      (10)       Credit Agreement with IMM
                     International, Inc. dated October 1, 1998       This Filing
                                                                     Page E-13

   5      (21)       Subsidiaries of the Registrant                  This Filing
                                                                     Page E-31



(1)      Exhibit No.'s I and 2 are incorporated herein by this reference to the
         Company's Registration Statement on Form 1O-SB filed with the
         Securities and Exchange Commission on December 21, 1998.


                                       15
<PAGE>

FORM 8-K FILINGS

One report for Form 8-K was filed on July 20, 2001. The report was filed to
educate the shareholders and potential investors of a civil lawsuit settled
between Marcorp, Inc and Hope D. Trowbridge and the Securities and Exchange
Commission. Furthermore, the 10-K discloses a lawsuit between Marcorp, Inc and
Douglas McCaskey and the Securities and Exchange Commission.


                                   SIGNATURES

         In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.

                                       J-BIRD MUSIC GROUP LTD.

Date:  April 29, 2002                  By: Hope D. Trowbridge, President

         In accordance with the Exchange Act, this report has been signed by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.

Dated: April 29, 2002                  Hope D. Trowbridge, Director

Dated: April 29, 2002                  Asa L. Fish, Director





                                       16
<PAGE>







                             J-BIRD MUSIC GROUP LTD.

                              Financial Statements

                            December 31, 2001and 2000

                                    CONTENTS


Independent Auditors' Report............................................F-2

Balance Sheet...........................................................F-3

Statements of Operations................................................F-4

Statements of Stockholders' Equity......................................F-5

Statements of Cash Flows................................................F-8

Notes to the Financial Statements.......................................F-11








                                       F-1

<PAGE>

INDEPENDENT AUDITORS'REPORT


Board of Directors
J-Bird Music Group LTD.


We have audited the accompanying balance sheet of J-Bird Music Group LTD. as of
December 31, 2001 and the related statements of operations, changes in
stockholders' equity and cash flows for each of the years in the two year period
ended December 31, 2001. 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 generally accepted auditing
standards. 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 the
Company's 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 financial position of J-Bird Music Group LTD. as of
December 31, 2001 and the results of its operations and cash flows for each of
the years in the two year period ended December 31, 2001 in conformity with
generally accepted accounting principles.


The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note 1. to the financial
statements the Company has suffered recurring losses from operations that raise
substantial doubt about its ability to continue as a going concern. Management's
plans in regard to these matters are also described in Note 1. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.







                                       F-2

<PAGE>



                            J-BIRD MUSIC GROUP LTD.
                          COMPARATIVE BALANCE SHEET AT
                           DECEMBER 31, 2001 AND 2000

<TABLE>
<CAPTION>
                                     ASSETS

                                                                2001                 2000
                                                            ------------         ------------

<S>                                                         <C>                  <C>
Cash                                                        $      1,432         $          0
Accounts Receivable                                                5,762               17,038

Inventory                                                        134,777              161,599
Loans receivable, shareholder                                          0               68,128
Recording advances                                                25,000               55,000
                                                            ------------         ------------

Total Current Assets                                             166,971              301,765

Fixed assets, net                                                438,962              503,369
Other assets                                                           0                  978
                                                            ------------         ------------

Total Assets                                                $    605,933         $    806,112
                                                            ============         ============

                    LIABILITIES AND STOCKHOLDERS' EQUITY

Account payable and accrued expenses                        $    245,190              212,000
Note Payable                                                      50,000               49,936
Mortgage-Current                                                  14,570               48,685
Accrued Royalties                                                133,096               76,945
                                                            ------------         ------------

Total Current Liabilities                                        442,856              387,566

Mortgage-Long Term                                               371,052              347,258
Due to IMM International, Inc.                                    57,115                    0
Due to shareholders and officers                                  88,941                    0
                                                            ------------         ------------

Total Liabilities                                                959,964              734,824

Stockholders' Equity (Deficiency)
Common stock $.001 par value 50,000,000 shares
  authorized, 1,720,960 issued and outstanding                    45,878               35,878
Treasury Stock                                                  (254,690)                   0
Stock subscriptions receivable                                   (30,000)            (250,000)
Paid in capital                                               11,964,982           11,112,047
Deficit                                                      (12,080,181)         (10,826,637)
                                                            ------------         ------------

Total Stockholders' Equity (Deficit)                            (354,031)              71,288
                                                            ------------         ------------

Total Liabilities and Stockholder's Equity/(Deficit)        $    605,933         $    806,112
                                                            ============         ============
</TABLE>

                 See accompanying notes to financial statements


                                      F-3

<PAGE>

                            J-BIRD MUSIC GROUP LTD.
                            STATEMENTS OF OPERATIONS
                     YEARS ENDED DECEMBER 31, 2001 AND 2000

<TABLE>
<CAPTION>
                                                       2001              2000
                                                   ------------      ------------
<S>                                                <C>               <C>
Net sales                                          $    493,396      $  1,026,714

Cost of sales                                           472,906           781,973
                                                   ------------      ------------

Gross Profit                                             20,490           244,741

Operating expenses:

  Advertising and promotion                              40,289           188,766
  Professional fees                                      60,862            94,573
Amortization and depreciation                            65,790            34,978
  Salaries                                              116,000           107,942
  Interest                                               49,786             5,944
  Selling, general and administrative expenses          864,632         1,665,558
                                                   ------------      ------------

Total Expenses                                        1,197,359         2,097,391
                                                   ------------      ------------

Net (loss) before other (expenses)                   (1,176,869)       (1,852,650)

Other income (expense):
  Prior Period Adjustments                                   (0)         (780,355)
  Gain on Extinguishment of Debt                         19,050                 0
  Loss on Receivable Due                                (63,438)                0
  Other Income/(Expense)                                (32,288)                0
                                                   ------------      ------------

                                                        (76,676)         (780,355)
                                                   ============      ============

Net loss                                           $ (1,253,545)     $ (2,633,006)
                                                   ============      ============

Net loss common share (basic and diluted)          $      (1.05)     $      (0.09)
                                                   ------------      ------------

Weighted average common shares outstanding            1,191,752        29,025,062
</TABLE>



                 See accompanying notes to financial statements


                                      F-4

<PAGE>



                            J-BIRD MUSIC GROUP LTD.
                            STATEMENTS OF CASH FLOWS
                     YEARS ENDED DECEMBER 31, 2001 AND 2000


Cash flows from (used in) operating activities
Adjustments to reconcile net (loss) to net cash
  from (used in) operating activities:

<TABLE>
<CAPTION>
                                                       2001             2000
                                                    -----------      -----------

<S>                                                 <C>              <C>
Net (loss)                                          $(1,253,545)     $(2,633,006)
Amortization and depreciation                            65,790           34,978
Decrease (Increase) in accounts receivable               11,276          534,241
Decrease (Increase) in inventory                         26,822          (89,319)
Stock issued for services                               840,356        1,441,934
Decrease (increase) in recording advances               (25,000)          34,764
Decrease (increase) other assets                          1,978                0
Increase/ (Decrease) in Notes payable                        64           49,936
Increase/(Decrease) in accrued royalties                 56,151          (25,630)
Increase/(Decrease) in accounts payable                  33,190          (45,795)
                                                    -----------      -----------

Net cash (used in) operating activities                (242,918)        (697,897)



Cash flows from (used in) investing activities
Purchase of fixed assets                                 (1,385)        (422,000)
                                                    -----------      -----------

Net cash (used in) investing activities                  (1,385)        (422,000)


Cash flows from (used in) financing activities
Stock issued for cash                                   110,000        1,016,100
Due from officer and shareholder                              0           68,128
Due to shareholders and officers                         88,941                0
Payments of notes payable                               (10,321)          35,669
Due to IMM International Inc.                            57,115                0
                                                    -----------      -----------

Net cash from financing activities                      245,735        1,119,897
                                                    -----------      -----------

Net increase (decrease) in cash                           1,432               (0)

Cash, beginning of year                                       0                0
                                                    -----------      -----------

Cash, end of year                                   $     1,412      $         0
                                                    ===========      ===========

Supplemental cash flow information:
  Cash paid for interest                            $    49,786      $     5,944
</TABLE>



                 See accompanying notes to financial statements


                                      F-5

<PAGE>


                            J-BIRD MUSIC GROUP LTD.
                 STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY
                     YEARS ENDED DECEMBER 31, 2001 AND 2000

<TABLE>
<CAPTION>
                                                         Common                      Retained
                                           Common        Stock         Paid In       Earnings     Subscription
                                           Shares        Amount        Capital       (Deficit)     Receivable       Total
                                         -----------   -----------   -----------   -----------    -----------    -----------
<S>                                       <C>               <C>        <C>          <C>              <C>             <C>
Balance at January 1, 2000                21,598,395        21,598     8,864,907    (8,193,630)      (250,000)       442,875

Net Loss                                           0             0             0    (2,633,006)             0     (2,633,006)
Payment of Stock Subscription                      0             0             0             0              0              0
Financing Fee - Sale of Discounted
  Common Stock                                     0             0             0             0              0              0
Shares Cancelled                                   0             0             0             0              0              0

Fair Value of Employment Services -
  Non Compensated                                  0             0             0             0              0              0
Stock Issued for Options                           0             0             0             0              0              0
Stock Issued for Cash                      8,900,000         8,900     1,016,100             0              0      1,025,000
Stock Issued for Services                  4,280,000         4,280     1,231,040             0              0      1,235,320
                                         -----------   -----------   -----------   -----------    -----------    -----------

Balance at December 31,                   34,778,395        34,778    11,112,047   (10,826,636)      (250,000)        70,189
                                                                                                                        2000
Restated: Split 1:40                         869,460        34,778    11,112,047   (10,826,636)      (250,000)        70,189
Net Loss                                           0             0             0    (1,253,545)             0     (1,253,545)
Payment of Stock Subscription                      0             0             0             0        330,000              0
Fair Value of Employment Services -
  Non Compensated (Post Split)                80,000           860       115,140             0              0        116,000
Stock Issued for Cash (Post Split)           100,000         4,000       106,000             0       (110,000)       110,000
Stock Issued for Services (Post Split)       671,500         5,120       631,795             0              0        636,415
                                         -----------   -----------   -----------   -----------    -----------    -----------

Balance at December 31, 2001               1,720,960        44,758    11,964,982   (12,080,181)       (30,000)       320,941
                                         ===========   ===========   ===========   ===========    ===========    ===========
</TABLE>

                 See accompanying notes to financial statements


                                      F-6

<PAGE>


                             J-Bird Music Group LTD.
                   Notes to Consolidated Financial Statements
                     Years Ended December 31, 2001 and 2000

Note 1. Organization and Significant Accounting Policies
---------------------------------------------------------

J-Bird Records, Inc. is the first World Wide Web Recording Label (TM). The
Company was officially launched on November 1, 1996 to market, distribute and
sell music via a new medium - the Internet. At its Website, located at
http://www.j-birdrecords.com, the Company attracts and signs recording artists
through its on-line office and promotes, markets and sells their recordings
through its on-line record store.

The Company has experienced operating losses since its inception and has
experienced significant cash flow problems. The Company is in the process of
raising capital through various sources to fund its operations and has
implemented certain operating strategies to obtain profitably.


Investments in Affiliates
-------------------------

The Company accounts for its investments in affiliates by using the equity
method of accounting under which the Company's share of earnings of these
affiliates is reflected in the statement of operations. Investments acquired
through the issuance of the Company's stock are recorded at an average of the
most recent sales price of the stock at the date of acquisition

Fixed Assets
------------

Fixed assets are recorded at cost and are being depreciated over their estimated
useful lives (5 to 15 years).

Principles of Consolidation
---------------------------

The consolidated financial statements include the accounts of the Company and
its wholly owned subsidiary, J-Bird Records Inc. Material intercompany balances
and transactions have been eliminated in consolidation.

Cash
-----

For purposes of the statement of cash flows, the Company considers cash as cash
held in operating accounts and all highly liquid investments with a maturity of
three months or less to be cash equivalents.


                                       F-7

<PAGE>

                             J-Bird Music Group LTD.
                   Notes to Consolidated Financial Statements
                     Years Ended December 31, 2001 and 2000

Note 1. Organization and Significant Accounting Policies( cont.)
---------------------------------------------------------------

Inventory
---------

Inventory of $134,777 and $161,599, in 2001 and 2000 stated at the lower of cost
or market (first in, first out), consists of musical CDs.

Revenue Recognition
-------------------

Revenue is recorded when CDs are shipped from its fulfillment center. The
Company maintains its inventory at a fulfillment center, which provides the
shipping to customers. Most sales are made with the right of return of unsold
units.

Royalties
---------

Royalties are accrued at an average 12% of an artist's sales..

Officers' Compensation
-----------------------


In 2000 the chief executive officer received compensation of $42,430 and was
used to offset his loan from J-Bird Records, Inc. As of November 26, 2000 Mr.
Barbieri has resigned as chief executive officer.

Income Taxes
------------

The Company accounts for income taxes under Statement of Financial Accounting
Standard No. 109, "Accounting for Income Taxes." The Company has a net loss
carry forward of approximately $8,000,000, which expires in 2013.

Earnings Per Share
------------------

In 1997 the Company adopted Statement of Financial Accounting Standards No. 128,
"Earnings per Share". Earnings per share are based on the weighted average
number of shares outstanding. Common stock equivalents have not been considered,
as their effect would be anti-dilutive.

Use of Estimates
----------------

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


                                       F-8

<PAGE>


                             J-Bird Music Group LTD.
                   Notes to Consolidated Financial Statements
                     Years Ended December 31, 2001 and 2000

Note 1. Organization and Significant Accounting Policies( cont.)
----------------------------------------------------------------

Reclassifications and Restatements
-----------------------------------

In the previously issued financial statements the Company had accounted for the
acquisition of J-Bird Records, Inc. using the purchase method of accounting with
Caltron Inc. being the acquiring company. The accompanying financial statements
have been restated to reflect J-Bird Records, Inc. acquiring Caltron. In
addition certain sales of stock to shareholders at a price below the market have
been adjusted to reflect the difference between the subscription price and fair
market value of the stock as a financing fee. The financial statements have also
been adjusted to reflect the estimated fair value of services performed by the
chief executive office at no cost to the Company.

Note 4. Related Party Transactions
-----------------------------------

In October 1998 the Company entered into a credit agreement with IMM
International, Inc., ("IMM") a company that owns approximately 50% of the
outstanding shares of the Company, whereby IMM will provide up to $500,000 in
financing to the Company for working capital purposes. Amounts outstanding under
this agreement bear interest at 10% and are due on September 30, 2002. As of
December 31, 2001 the Company owed $57,115 under this agreement.

Note 6. Fixed Assets

Fixed assets consist of:                 2001              2000
                                       ---------         ---------

Building                               $ 422,000         $ 422,000
Computer equipment and software          169,247           167,862
Furniture and fixtures                    40,829            40,829
Leasehold improvement                      8,571             8,571



Accumulated depreciation               $(201,838)        $(135,893)






                                       F-9

<PAGE>

                             J-Bird Music Group LTD.
                   Notes to Consolidated Financial Statements
                     Years Ended December 31, 2001 and 2000


Note 7. Note Payable
---------------------

The amount due at December 31, 2001 consist of a $50,000 note payable to Charles
Ruppman. The note accumulated interest at 10% per annum whereas the entire
balance is due on November 1, 2002. As of December 31, 2001 the outstanding
balance on the note was $50,000. The total amount of the note payable was repaid
in February of 2001 through issuance of 300,000 shares of stock.

Note 8. Common Stock
---------------------

In 1998, the Company entered into investment advisory agreements with two firms
to assist the Company in raising capital. The firms were issued 600,000 shares
for their services. The Company recorded a charge to operations for $595,000 in
connection with these agreements. The value of the stock issued was based upon
the current market price of the stock at the date the agreements were entered
into.

At December 31, 1998, warrants to purchase 87,140 shares of common stock
exercisable through March 2002 at $.25 per share were outstanding.

At December 31, 1998, options to purchase $260,000 shares of stock at $1 per
share exercisable through 2002 were outstanding. No expense was recorded as the
option price exceeded the market price of the Company's stock at date of grant.

An original J-Bird Records Inc. stockholder was granted an option to purchase
shares, under the same terms of future subscription agreements for stock to be
issued under fair market value, to maintain a 2.3% ownership percentage of the
Company. No options have been exercised under this agreement. Approximately
30,000 shares may be issued upon exercise of the option.

On May 24, 2001 the Board of Directors of J Bird Music Group, LTD approved a
reverse split of 1:40 effective June 1, 2001. As a result of the split, the
total shares authorized remained at 50,000,000 shares while the total number of
shares outstanding have been adjusted to reflect the reverse split.
Additionally, the weighted average common stock shares in 2001 reflect the
reverse split.

Note 9. Commitments and Contingencies
-------------------------------------

Common Stock
------------

During the years ended December 31, 2001 and 2000, the Company issued shares of
its common stock. These shares were not registered under the Securities Act of
1933 based on the exemption from registration thereunder provided by section 4
(2), thereof for offerings not involving a public offering.



                                      F-10
<PAGE>

                             J-Bird Music Group LTD.
                   Notes to Consolidated Financial Statements
                     Years Ended December 31, 2001 and 2000




Note 10. Subsequent Events
--------------------------

In January 1999 the Company obtained a $100,000 line of credit with a commercial
bank. The line of bears interest at 2% above the bank's prime rate. Certain
officers and shareholders have personally guaranteed the debt. The Company had
paid back all money due under the line of credit as of December 31, 2001.

























                                      F-11