<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, 2002, 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

                INTERNATIONAL BIOFUEL & BIOCHEMICAL CORPORATION
          (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.)

               886 N. Cofco Center Court, #1135, Phoenix, AZ 85008
              (Address of Principal Executive Offices and Zip Code)

Issuer's Telephone Number: (602) 369-6935

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: $0.

The aggregate market value of voting stock held by non-affiliates computed on
the basis of the last sale price on July 17, 2003 was $161,096.

As of December 31, 2002, the Registrant had 7,910,960 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                                                9

3.   Legal Proceedings                                                       10

4.   Submission of Matters to a Vote of Security Holders                     10

Part II

5.   Market for Common Equity and Related Stockholder Matters                11

6.   Management's Discussion and Analysis of Financial Condition
     and Results of Operations                                               13

7.   Financial Statements                                                    24

8.   Changes in and Disagreements with Accountants on Accounting
     and Financial Disclosure                                                24

Part III

9.   Directors, Executive Officers, Promoters and Control
     Persons; Compliance with Section 16(a) of the Exchange Act              24

10.  Executive Compensation                                                  26

11.  Security Ownership of Certain Beneficial Owners and Management          26

12.  Certain Relationships and Related Transactions                          27

13.  Exhibits and Reports on Form 8-K                                        27

14.  Controls and Procedures                                                 28



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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

We were incorporated under the name of Caltron, Inc. in the State of
Pennsylvania on June 7, 1991. On October 8, 1997 we acquired J-Bird Records,
Inc., the first World Wide Web Recording Label(TM) and changed our name to
J-Bird Music Group, Ltd. J-Bird Records, Inc. is a wholly owned subsidiary. On
December 9, 2002 the Company changed its name to International Biofuel and
Biochemical Corporation (herein referred to as the "Company" or"IBBC"). J-Bird
Records, Inc. remains a wholly owned subsidiary. We are presently authorized by
our Articles of Incorporation as amended to issue up to 50,000,000 shares of
$0.001 par value of common stock, of which 10,410,883 shares were outstanding as
of March 7, 2003.

         On May 24, 2001 the Board of Directors declared effective June 1, 2001
("Effective Date" a forty (40) to one (1) reverse split on the currently issued
and outstanding shares of common stock of the Company ("Reverse Stock Split").
Each forty (40) shares of common stock of the Company issued and outstanding
immediately prior to the Effective Date were changed into one (1) share of
common stock, par value $0.001 per share ("New Common Stock"). There were no
changes in the par value nor any change in the number of authorized shares the
Company may issue under its Articles of Incorporation.

International Biofuel and Biochemical Corporation:

         Our Company is new in the business of manufacturing and distributin
biodiesel fuel, a soy based alternative fuel that reduces exhaust emissions from
combustion engines. IBBC plans to produce, distribute and market biodiesel fuel
and biochemical products in alliance with American Bio-Fuels LLC ("ABF") to
build multiple continuous flow biodiesel manufacturing plants with capacities
scaleable to 20 million gallons per year. The building of approximately 12
strategically located manufacturing plants operating at full capacity would
produce sufficient biodiesel to 1% of the existing diesel fuel market estimated
at 66 billion gallons in 2001. On December 4, 2002, IBBC and ABF entered into a
contract for the first biofuel fuel facility in the State of Connecticut. (See
"Connecticut Project" below).


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         IBBC in alliance with ABF intends to become a bio-energy fuels company
involved in the production, distribution and marketing of biodiesel fuel.
Biodiesel is an alternative fuel that is very similar to diesel in all
performance characteristics including equivalent energy content, higher power
(cetane) and other characteristics. Furthermore, it has much lower emissions of
particulates and smoke, while also reducing dependence on imported oil and
lowering C02 emissions by 78% compared to petroleum diesel. More importantly,
biodiesel can be used in a diesel engine with no modifications and can be
delivered to customers through the existing fueling infrastructure system for
fuel according to government studies including U.S. Department of Energy and
Department of Defense. As a result, it is the fastest growing segment of the
alternative fuels industry, jumping from only 1% to 16% total market share
between 2000 and 2001 (according to Natural Gas Fuels reader survey). In
addition, biodiesel prices are equivalent to diesel prices in some parts of the
world and provide significant cost savings in countries with favorable tax codes
relating to biodiesel or where diesel prices are high.

         Biodiesel is a clean, renewable diesel fuel substitute produced from
agricultural resources such as soybeans or rapeseed (canola), or recycled
cooking oil from restaurants. It can be burned in any standard, unmodified blend
at any proportion with petroleum diesel. Pure biodiesel is completely
BIODEGRADABE and NON-TOXIC TO PLANTS, ANIMALS AND HUMANS.

         Biodiesel is the first clean fuel that does not require fleets to
purchase new vehicles or construct new facilities. Biodiesel seamlessly
integrates with current engine technology and biodiesel fleets have reported
operational consistency over extended periods of use - engine performance,
payload power and range are completely unaltered. Biodiesel is registered with
the Environmental Protection Agency (EPA) as a fuel and fuel additive and meets
clean diesel standards established by the California Air Resources Board (CARB).
Biodiesel is a recognized alternative fuel by the Department of Energy (DOE) and
the United States Department of Transportation (USDOT).

         It is contemplated each biofuel manufacturing plant will be constructed
and operated by a separate limited liability company ("LLC"), with each LLC
formed the customer will own 51% of the LLC, IBBC will own 24.5% thereof and ABF
will also own 24.5% thereof. In the alternative if the customer wishes to own
and operate the biofuel plant it can pay to an LLC, owned by IBBC and ABF on a
50/50% basis, the cost of construction plus 15% per plant. In addition, the
customer as owner and operator of such plant shall pay to the LLC for the right
to use the biofuel technology a license fee of $1 Million every three months
plus a royalty of 3% on the sales price for each gallon sold by the plant.

Our Success and Proprietary Technology.

         Our success and ability to compete with our competitors is largely
dependant on certain proprietary technology being patented and developed by
Bio-Clean Fuels, Inc. ("BCF") which is being utilized and marketed in the United
States under an exclusive license by American Biofuels, LLC ("ABF") under the
trademark "Green Star Fuels". There is presently a United States patent
application filed by BCF under a claim entitled "Continuous Flow Technology".
Our Company will construct and operate each Biofuel facility under separate
licensing agreements with ABF. Each licensing agreement will have its own terms
and conditions and may be on an exclusive or non-exclusive basis. For example
the Connecticut Project is exclusive for an 18 month period and if at the end of
this period our Company has raised the capital requirements for the Connecticut
Biofuel facility this exclusive period will continue for a period of 10 years
subject to review by ABF every two years. On the other hand if the required
capital is not raised then ABF agrees to grant our Company a non-exclusive
license for a Biofuel plant for a license fee of $250,000 per year during the
ten year license period.


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The Connecticut Project:

         On December 4, 2002 our Company, entered into an agreement (the
"Agreement") with ABF for the first Biofuel plant to be constructed in the State
of Connecticut on a 50/50 joint venture bases through a Nevada limited liability
company to be formed. Under the terms of the Agreement ABF has granted IBBC, an
eighteen (18) month exclusive license to construct a 15 million gallon Biofuel
facility in Connecticut only. The Agreement provides among other things:

         1)       IBBC, within 45 days from the date of the Agreement is to pay
                  ABF $50,000 and within 10 days from the Agreement date issue
                  to ABF 500,000 shares of its common stock. Said shares will be
                  "restricted shares" as defined by Rule 144 of the Securities
                  Act of 1933, as amended.

         2)       Both parties to the Agreement are to form a Nevada limited
                  liability company to be licensed in the State of Connecticut
                  on a 50/50 and within six (6) months from the Agreement date
                  IBBC, is to loan $1 million to the Nevada limited liability
                  company to start the initial permit process and site
                  acquisition. In addition, IBBC, shall provide additional funds
                  for construction of the Biofuel facility and ABF is to assist
                  in obtaining the necessary permits for the construction of the
                  facility during the eighteen (18) month exclusive license
                  period, which can be extended by mutual agreement, for a
                  reasonable time only if there are unforeseen delays in the
                  issuance of permits to start construction.

         3)       ABF is to construct the Biofuel facility on a turnkey basis at
                  a cost of $.45 per installed gallon plus 10% for cost overruns
                  caused by unforeseen circumstances and weather conditions.
                  IBBC, is to provide the capital requirements to the Nevada
                  limited liability company to acquire title or a leasehold
                  interest, (10 year term at least with extensions)to the land .

         4)       After completion of the Biofuel facility, ABF shall train the
                  operators, provide the marketing for the Biofuel including
                  applying for state or federal subsidies if available.

         5)       The eighteen (18) month license period may continue and shall
                  be renewed on a biannual basis for ten (10) years if IBBC,
                  raises the necessary capital to complete the initial Biofuel
                  plant.

         6)       If IBBC is not successful in raising the capital for the
                  Nevada limited liability company ABF will agree to a
                  non-exclusive license to build a smaller plant if it pays ABF
                  a license fee of $250,000 a year.

                                                                               5
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         7)       The Nevada limited liability company will be managed by three
                  (3) Manager/Directors, two of which will be selected by ABF
                  and one by IBBC. The first Manager/Directors will be Joseph P.
                  La Stella, P.E., William L. Fowler and LeeRoy Allen, Jr.

         In compliance with the above terms the Company has paid ABF $50,000 and
has issued and delivered 500,000 shares of restricted Common Stock to ABF. There
are other provisions in the Agreement dealing with marketing and territorial
restrictions and production accreditation among distributors.

J-Bird Records, Inc.:
             The Company's wholly owned subsidiary, J-Bird Records, Inc., began
in 1996 as "The First World Wide Web Recording Label" (jbirdrecords.com),
signing, promoting and selling its artists' CDs exclusively online. It 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, freedom
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 towards a successful future.

         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, Billy Squier 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.

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         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.

         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 future years.

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.


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                              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 2002 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, 2002 balance sheet.


History

         On December 4, 2002, J-Bird Music Group entered into an Agreement with
ABF to build a continuous flow biodiesel manufacturing plant in Connecticut.
Under this Agreement, ABF was issued five hundred thousand (500,000) shares
restricted common shares of J-Bird Music Group and received $50,000 within 45
days of the signing of the Agreement. On December 9, 2002, J-Bird Music Group
LTD changed its name to International Biofuel and Biochemical Corporation
("IBBC").


         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.
Competition

         The markets for our businesses (both biofuel and recording) are
intensely competitive and characterized by changing technology. We currently
experience or will experience competition from numerous companies in each of the
businesses in which we participate. Our competition consists of major oil and
energy companies and music publishing and recording companies. Many of our
competitors in both industries are more established, benefit from greater market
recognition and have substantially greater financial, development, production,
manufacturing and marketing resources than we have.

         A number of large U.S. and foreign companies are engaged in the diesel
fuel business and shall compete with our biofuel products. These include such
companies as Exxon-Mobil, Texaco-Chevron, British Petroleum and other.



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         We believe the principal competitive factors in the market for biofuel
products are:

         o  price per gallon
         o  long-term stability and availability
         o  product performances (primarily operating and
            environmental efficiency)
         o  product quality
         o  reputation
         o  environmental factors


         In the recording business we compete for artists and recordings to
distribute with national and regional recording and distributing companies,
which have a competitive edge over the Company by virtue of their stronger
management, promotional, and financial resources. We compete in the distribution
and sale of recorded music with established record label companies and with
other music producers and distributors including Polygram, Time Warner, EMI,
Columbia and Phillips. Our strategy is to sign artists who are unable to obtain
recording contracts with larger recordings that management believes will appeal
to customers interested in particular music genres. The recording products
offered by the Company compete for consumers who have a wide selection of music
choices within the same music genres offered by the Company. The Company also
competes with other businesses that offer and sell recordings through the
Internet. The Company will compete for consumer dollars on the basis of the
types of music it selects for distribution and the marketing of its music
selections through the Internet.

Employees

         The Company has 3 employees.

                        ITEM 2. DESCRIPTION OF PROPERTIES

         The Company owned office space 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. As of December 31, 2002 the Company is in default of its
mortgage. As of the date of this report, the Company had executed a quit claim
deed to Connecticut Home Lenders, LLC. Connecticut Home Lenders, LLC has, in
exchange for the condo, assumed the mortgage on the property as well as
outstanding common charges and real estate taxes in exchange for the mortgage.





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                            ITEM 3. LEGAL PROCEEDINGS

         The Company is party to the following legal proceedings:

         From time to time, we may be involved in litigation that arises in the
normal course of business operations. On March 11, 2002 J-Bird Records Inc.
d/b/a J-Bird Music Group was our subsidiary named a defendant in breach of
contract suit brought by Color Film Corporation for payment of services
performed between December 12, 2000 and February 12, 2001 in Superior Court of
the State of Connecticut alleging damages of $6,968 under a contract for
services, plus costs and attorney's fees. This case is still pending but is
inactive.

         Also on February 8, 2002 our subsidiary J-Bird Records, Inc. was named
a defendant in a breach of contract suit with Donald Argott for payment of past
due royalties brought in the Philadelphia Municipal Court of the State of
Pennsylvania alleging damages in the amount of $9,224 plus costs. Judgment was
rendered against J-Bird Records on February 18, 2002 for $9,224.25.

         Also on January 2, 2002, J-Bird Records, Inc. was named a defendant by
Bernard Resnick attorney for legal service rendered for legal fees and
disbursements in the amount of $2,272 in the Philadelphia Municipal Court in the
State of Pennsylvania. Judgment was rendered against J-Bird Records on February
11, 2002 for $2,272.35.

         On January 9, 2003 an action was filed by Deborah Donahue against
J-Bird Music Group, LTD and Douglas McCaskey in the Southern District Court of
New York for a claim of violation of Section 16(b) of the Securities Exchange
Act of 1934 in an unspecified amount. No loss reserve has been reflected in the
year-end statement as per the opinion of legal counsel.

         On May 2, 2003 an action was filed by Henry Val and Alpha Media
Corporation against J-Bird Music Group, LTD. in the New Jersey District Court
for Breach of Contract for a claim for damages of $10,000. The year-end
statement of the Company reflects a reserve of $15,000 for this claim.


         We are not party to any other legal proceedings, and to the best of our
knowledge, no such proceedings by or against the Company or J-Bird Records, Inc.
have been threatened.



           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 2002


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                                    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, 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

March 31, 2002                              $0.15               $0.15
June 30, 2002                               $0.15               $0.12
September 30, 2002                          $0.16               $0.10
December 31, 2002                           $0.33               $0.25


         There are approximately 186 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.


                                       11
<PAGE>

         To date there has been only a limited and sporadic public market for
the Company's common stock. There can be no assurance that an active and
reliable public-market will develop or, if developed, that such market will be
sustained. Purchasers of shares of common stock of the Company may, therefore,
have difficulty in reselling such shares. As a result, investors may find it
impossible to liquidate their investment in the Company should they desire to do
so. Our common stock is currently traded in the over-the-counter market on pink
slips and was quoted on the OTC Bulletin Board until April 24, 2003 when it was
delisted due to the fact that the Company did not timely file Form 10-KSB for
the year ended December 31, 2002. The Company intends to apply to have its
common stock reinstated for quotation on the Nasdaq SmallCap Market at such
time, in the future, that it meets the requirements for inclusion. As at the
date hereof, however, the Company is not eligible for inclusion on the Bulletin
Board nor in NASDAQ or for listing on any national stock exchange All companies
applying and authorized for NASDAQ are required to have not less than $4,000,000
in net tangible assets, a public float with a market value for not less than
five million dollars, and a minimum bid of price of $4.00 per share. At the
present time, the Company is unable to state when, if ever, it will meet the
Nasdaq application standards. Unless we are able to increase the Company's net
worth and market valuation substantially, either through the accumulation of
surplus out of earned income of successful capital raising financing activities,
it will never be able to meet the eligibility requirements of NASDAQ. Moreover,
even if we meet the minimum requirements to apply for inclusion in The Nasdaq
SmallCap Market, there can be no assurance, that approval will be received or,
if received, that the Company will meet the requirements for continued listing
on the Nasdaq SmallCap Market. Further, Nasdaq reserves the right to with draw
or terminate a listing on the Nasdaq Small Cap at any time and for any reason in
its discretion. If the Company is unable to obtain reinstatement on the Bulletin
Board or to maintain a listing on the on the Nasdaq SmallCap Market, quotations,
if any, for "bid" and "asked" prices of the common stock would be available only
on the OTC Bulletin Board where the common stock is currently quoted or in the
"pink sheets" published by the National Quotation Bureau, Inc. This can result
in an investor's finding it more difficult to dispose of or to obtain accurate
quotations of prices for the common stock than would be the case if the common
stock were quoted on the Nasdaq SmallCap Market.

         Irrespective of whether or not the common stock is included in the
Nasdaq SmallCap system, there is no assurance that the public market for the
common stock will become more active or liquid in the future. In that regard,
prospective purchasers should consider that this offering is being made without
the underwriting arrangements typically found in a public offering of
securities. Such arrangements generally provide for the issuer of the securities
to sell the securities to an underwriter which, in turn, sells the securities to
its customers and other members of the pubic at a fixed offering price, with the
result that the underwriter has a continuing interest in the market for such
securities following the offering. In order to qualify for listing on a national
stock exchange, similar minimum criteria respecting, among other things, the
Company's net worth and/or income from operation must be met.

         Accordingly, market transactions in the Company's common stock are
subject to the "Penny Stock Rules" of the Securities and Exchange Act of 1934,
which are discussed in more detail, below, under "Risk Factor" "Regulation
of Penny Stocks". These rules could make it difficult to trade the common stock
of the Company because compliance with them can delay and/or preclude certain
trading transactions. This could have an adverse effects on the ability of an
investor to sell any shares of the Company's common stock.

              As discussed above, at the present time, the Company's common
stock is not listed on The Nasdaq Small Cap Stock market or on any stock
exchange. Although dealer prices for the Company's common stock were listed on
the OTC Bulletin Board, trading has been sporadic and limited since such
quotations first appeared on or about June 8, 1995.



                                       12
<PAGE>

               The Securities Enforcement and Penny Stock Reform Act of 1990
requires special disclosure relating to the market for penny stocks in
connection with trades in any stock defined as a "penny stock" Commission
regulations generally define a penny stock to be an equity security that has a
market price of less than $5.00 per share and is not listed on The Nasdaq
SmallCap Stock Market or a major stock exchange. These regulations subject all
broker-dealer transactions involving such securities to the special "Penny Stock
Rules" set forth in Rule 15g-9 of the Securities Exchange Act of 1934 (the "34
Act"). It may be necessary for the Selling Shareholders and the Underlying Share
Selling Shareholders to utilize the services of broker-dealers who are members
of the NASD. The current market price of the Company's Common Stock is
substantially less than $5. Accordingly, any broker-dealer sales of the shares
being registered hereunder, as subject to the Stock Rules. These Rules affect
the ability of broker-dealers to sell the Company's securities and also may
affect the ability of purchasers in this offering to sell their shares in the
secondary market, if such a market should ever develop.

             The Penny Stock Rules also impose special sales practice
requirements on broker-dealers who sell such securities to persons other than
their established customers or "Accredited Investors". Among other things, the
Penny Stock Rules require that a broker-dealer make a special suitability
determination respecting the purchaser and receive the purchaser's written
agreement to the transaction prior to the sale. In addition, the Penny Stock
Rules require that a broker-dealer deliver, prior to any transaction, a
disclosure schedule prepared in accordance with the requirements of the
Commission relating t the penny stock market. Disclosure also has to be made
about commissions payable to both the broker-dealer and the registered
representative and the current quotations for the securities. Finally, monthly
statements have to be sent to ally holder of such penny stocks disclosing recent
rice information for the penny stock held in the account and information on the
limited market in penny stocks. Accordingly, for so long as the Penny Stock
Rules are applicable to the Company's common stock, it may be difficult to trade
such stock because compliance with such Rules can delay and/or preclude certain
trading transactions. This could have an adverse effect on the liquidity and/or
price of the Company's common stock.

             Shareholders should be aware that, according to Securities and
Exchange Commission release No. 34-329093, the market for penny stocks has
suffered in recent years from patterns of fraud and abuse. Such patterns include
(i) control of the market for the security by one or a few broker-dealers that
are often related to the promoter or issuer; (ii) manipulation of prices through
prearranged matching of purchases and sales and false and misleading press
releases; (iii) "boiler room" practices involving high-pressure sales tactics
and unrealistic price projections by inexperienced sales persons; (iv) excessive
and undisclosed bid-ask differentials and markups by selling broker-dealers; and
(v) the wholesale dumping of the same securities by promoters and broker-dealers
after prices have been manipulated to a desired level, along with the resulting
inevitable collapse of those prices and with consequent investor losses. The
Company's management is aware of the abuses that have occurred historically in
the penny stock market. Although the Company does not expect to be in a position
to dictate the behavior of the market or of broker-dealers who participate in
the market, management will strive within the confines of practical limitations
to prevent the described patterns from being established with respect to the
Company's securities.





                                       13
<PAGE>

      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, 2002 and 2001. The discussion should be read in conjunction with
the Company's consolidated financial statements and accompanying notes.

International Biofuel and Biochemical Corporation:

             International Biofuel and Biochemical Corporation ("IBBC") entered
into a strategic alliance with American Bio-fuels LLC ("ABF") to build
continuous flow biodiesel plants on an exclusive basis in the State of
Connecticut and intends to extend this alliance on an non-exclusive basis to
alter areas of the United States. Each of the plants can have capacities
scaleable to 20 million gallons per year. The Company also acquired J-Bird
Records, Inc. in October of 1997 to implement its business opportunities. In
view of this the Company has a limited operating history and limited revenues
from operations or assets and must be regarded as a new or "start-up" venture
with all of the risks of a new business with all the unforeseen cost, expenses,
problems and difficulties to which a new venture is subject. The Company cannot
predict with any certainty the future success or failure of its operations.
There is no assurance that the Company will generate net income or successfully
expand its operations in the future. Moreover, as a small and relatively new
enterprise, it is likely to remain subject to risks and occurrences which
management is unable to predict with any degree of certainty, and for which it
is unable to fully prepare. The likelihood of the success of the Company must be
considered in light of the problems, expenses, difficulties, complications and
delays frequently encountered in connection with the commencement of a new
business and the competitive environment in which the Company is operating.
Because of the Company's relatively limited business history and limited assets
and revenues there is little evidence for investors to analyze in order to make
an informed judgment as to the merits of an investment in the Company. This
investment should therefore be considered high risk investment in an unseasoned
start-up company with the possibility of the loss of the entire investment.

             The biofuel business is new to IBBC and is a relatively new product
that has only recently proven commercially viable. Since neither management nor
IBBC has not previously engaged in the production, distribution and marketing of
biofuels and there can be no guarantee that IBBC will be able to do so
successfully. The ability of investors to receive dividends or otherwise realize
a profit on their investment, will depend upon the ability of IBBC, ABF and the
owners and operators of every plant to successfully operate and market our
biofuel products. If IBBC, ABF and the owners and operators of such plants are
unable to perform successfully, an investor could lose his or her entire
investment. IBBC, ABF and the owner and operator of such plants will be
responsible for providing financing for the development of each biofuel plant,
which after payment or operating expenses, may not generate sufficient revenues
to make IBBC profitable. For these and other reasons, purchase of the Shares
must be considered a highly speculative investment.

          While we do not believe that it will be the case, prospective
investors should note that if all of the above described internal and external
sources for financing should fail to be sufficient, we could be required to
reduce its operations, seek an acquisition partner or sell securities on terms
that may be highly dilutive or other wise disadvantageous.


                                       14
<PAGE>

         The alternative energy industry including the Biofuel business is new
and there is a limited history of operations, revenues and profits compared to
the more established conventional diesel fuel industry. In view of this there
are several risks associated with our Company's project and business. Some of
the risks are:

         o    Difficulty in executing the Company's business plan and
              significantly grow the business
         o    Difficulty in negotiating agreements with existing petroleum
              distributors
         o    Difficulty in securing long term contracts with raw material
              suppliers
         o    Limited availability of suppliers that offer soy bean oil
         o    Fluctuation in prices of raw material
         o    Fluctuation in price of petroleum diesel

         Our revenues may be subject to significant variation from period to
period due to the seasonal nature of the business and will be difficult to
predict. Revenues are difficult to forecast because the biofuel business is
evolving, and our sales cycle may vary substantially from time to time.

         Our quarterly and annual operating revenues, expenses and operating
results may fluctuate due to a variety of factors, many of which are beyond our
control, including:

         o    the timing of contracts

         o    the timing of new introductions and products to us or our
              competitors

         o    the timely payment of our invoices

         o    possible decreases in average price in response to competitive
              pressures

         o    market acceptance to new products

         o    fluctuations in general economic conditions

         Due to all of the foregoing factors, we do not believe that
period-to-period comparisons or our historical results of operations are
indications of future performance. Furthermore, it is possible that in some
future quarters our results of operations may fall below the expectations of
management and investors. In such event, the price of our stock on the OTC
Bulletin Board will likely be materially and adversely affected.

         The market for securities of music companies, including ours, has been
highly volatile. The market price of our post reverse stock split common stock
has fluctuated between $0.21 and $0.33 from January 1, 2002 to December 31,
2002, and the last sale price was $.0.10 on July 17, 2003. It is likely that the
price of our common stock will continue to fluctuate widely in the future.
Factors affecting the trading price of our common stock include:

         o    responses to quarter-to quarter variations in operating
              results

         o    failure to meet securities analysts' estimates

         o    changes in financial estimates by securities analysts

         o    conditions, trends or announcements in the energy and music
              and entertainment industries

         o    announcements or significant acquisitions, strategic
              alliances, joint ventures, or capital commitments by us or our
              competitors

                                                                              15
<PAGE>

         o    additions or departures of key personnel

         o    sales of common stock

         o    accounting pronouncements or changes in accounting rules that
              effect our financial statement

         o    external factors and events beyond our control

         In addition, the stock market in general, the energy market and the
market for music and entertainment related stocks in particular, has experienced
extreme volatility that often has been unrelated to the operating performance of
particular companies. These broad market and industry fluctuations may adversely
affect the trading price of our common stock, regardless of our actual operating
performance.

         Investors may be unable to resell their shares of our common stock at
or above their purchase price. In the past, companies that have experienced
volatility in the market price of their stock have been the object of securities
class action litigation. If we were the subject of securities class action
litigation, it could result in substantial costs, a diversion of management's
attention and resources and a material adverse effect on our business and
financial condition.

          Fluctuations in the trading price of our common stock and purchase
warrants may result from a number of factors, some of which are beyond our
control, including:

         o    general economic and stock market conditions

         o    or anticipated fluctuations in our operating results;

         o    changes in expectations as to our future financial performance
              or changes in financial estimates by securities analysts;


         o    earnings and other announcements by, and changes in market
              valuations of other comparable companies and

         o    trading of our common stock.

        The success and competitiveness of our products depend in a large part
upon our ability to protect our current and future technology and manufacturing
processes through a combination of patent, trademark, trade secret and unfair
competition laws. In this regard BCF has filed a U.S. patent application under a
claim entitled "Continuous Flow Technology" and granted an exclusive license ABF
to construct, operate and market Biofuel facilities and products in the United
States. ABF in turn has granted our Company an 18 month exclusive license to
construct a Biofuel facility in the State of Connecticut.



                                                                              16
<PAGE>

         Patent applications in the United States are maintained in secrecy
until the patents are issued, and the publication of discoveries in the
scientific literature tends to lag behind actual discoveries. Therefore, we
cannot be certain that BCF is the first creator of the invention covered by the
pending patent application or the first to file the patent application on
inventions covered by the pending patent application. We cannot ensure that:

         o    a patent will be issued from the pending application or future
              applications
         o    BCF's new patent if and when issued will be sufficient in
              scope or strength to provide meaningful protection or any
              commercial advantage to us
         o    others will not independently develop similar products,
              duplicate BCF's products or design around any patents issued
              to us

         For any technology not within the scope of the patent, if issued, or in
the event a patent will not issue from the application filed by BCF, we, BCF and
ABF may have to enter into confidentiality and non-disclosure of intellectual
property agreements with their respective employees, consultants and certain
vendors and generally control access to and distribution of our proprietary
information. Notwithstanding these precautions, it may be possible for a third
party to copy or otherwise obtain and use the proprietary information without
authorization or to develop similar information independently.

Policing unauthorized use of intellectual property is difficult. We cannot
assure you that the steps taken by us BCF or ABF will prevent misappropriation
of this technology or that agreements entered into for that purpose will be
enforceable. In addition, litigation may be necessary in the future to enforce
the rights to the intellectual property, to protect trade secrets and to
determine the validity and scope of the proprietary rights of others. Litigation
may result in substantial costs and diversion of resources, either of which
could have a material and adverse effect on our business, results of operations
and financial condition.

J-Bird Records, Inc.:

          The Company's wholly owned subsidiary, J-Bird Records, Inc., 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 J-Bird'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. J-Bird 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, $942,392 and $1,253,545 for the years ended December 31, 2002 and
2001.


                                                                              17
<PAGE>

         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.

Liquidity and Capital Resources

         The Company has financed its operations and capital expenditures
primarily from equity financing and loans from shareholders. In 2002 the Company
received $61,000 in cash from the sale of stock through subscription agreements.

             The Company remains in need of substantial financing from sources
other than operations in order to cover its overhead and to maintain and expand
its operations. To date, the Company has been able to meet its outside financing
requirements. We have raised additional capital in private placements not
involving public offerings in accordance with Section 4(2) of the 1933 Act.
These transactions were with purchasers who in the opinion of the Company were
either accredited investors within the meaning of Rule 501(a) of Regulation D
promulgated under the 1933 Act or sophisticated by virtue of business background
and knowledge of the Company through existing relationships giving them access
to business and financial information on the Company. These transactions
resulted in approximately $1,236,000 in gross proceeds.

              We expect equity funding in the form of contributions to the
ownership in LLCs formed to construct and operate the Biofuel facilities and
those same funding sources, which were started in November of 1996, together
with anticipated cash flow from conventional asset based debt financing against
equipment, inventory and/or receivables will provide sufficient capital to cover
overhead and maintain and expand its operations.

            Absent adequate revenues from operations during the phase-in period
of commercial operations, we will remain dependent on the outside sources
described above to meet its requirements and to continue operation. While we
believe the Company will be successful in continuing to obtain sufficient
financing from such sources, there can be no assurance with any certainty that
this will in fact, be the case and the failure to do so would have a material
adverse effect on our ability to continue to operate. Our more long term future
capital requirements will depend upon numerous factors, including the amount of
revenues generated from operations, the cost of our sales and marketing
activities, none of which can be predicted with certainty.


                                                                              18
<PAGE>

Results of Operations- year ended December 31, 2002 compared to year ended
December 31, 2001.

A comparison of the 2002 results to the 2001 results is as follows

                                                         2002            2001
                                                   -----------      -----------
Net Sales                                          $   (22,562)     $  493,396
---------------
Cost of Sales                                      $   352,274      $  472,906

         Sales decreased in 2002 over 2001 primarily as a result of the large
number of returns experienced in 2002 regardless of the Company's large artist
basis.


                                                        2002           2001
                                                     ------------   ---------
Advertising and Promotion Expenses                   $   17,220     $  40,289

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

Professional Fees                                    $   87,250       $ 60,862

The increase in professional fees is due to the higher level of accounting and
legal fees incurred in 2002.


Salaries                                             $         0      $116,000

Salaries were not paid to any employee in 2002. The salary expense in 2001 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.


Administrative Expenses                              $ 413,936         $864,632

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

Interest Expenses                                    $   4,091         $ 49,786

Interest expense has been decreased due to the reduction of debt and non-payment
of the mortgage.


                                                                              19
<PAGE>




Other Expenses

                                                        2002           2001
                                                     ------------   ---------

Bad Debt                                             $         0     $ 63,438

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                                   $         0      $  36,390

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                       $         0       $ 19,050

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.

Subsequent Events

On April 7, 2003 Douglas G. McCaskey resigned as General Manager of
International Biofuel and Biochemical Corporation. Under an Agreement signed
between the two parties on April 7, 2003 the following was agreed upon.

IBBC sold and transfered all of its rights, title and interest in J-Bird
Records, Inc., a Connecticut Corporation, in the form of 4,286,000 common shares
of J-Bird Records, Inc. to Douglas G. McCaskey, along with all of J-Bird
Records, Inc.'s assets and liabilities, contracts, Licensing Agreements,
Distribution Agreements and Artists Contracts as of the date above written.

IBBC entered into an Option Agreement with McCaskey whereby McCaskey will place
2.5 million shares of stock in an Escrow Account whereby IBBC has the first
right of refusal to purchase 2.5 million shares of restricted securities at not
less than $0.75 per share from McCaskey Said Option Agreement is for nine months
from the signing of this document, at which time if any portion of said shares
have not been purchased, IBBC has the option to extend the Agreement for another
nine months upon the receipt, by McCaskey of a non-refundable payment of
$100,000.00. Said $100,000.00 is not a part of the purchase price.

IBBC agreed that as long as McCaskey retains 1,000,000 shares of IBBC common
shares, there will be no reverse stock split of the common shares.



                                       20
<PAGE>

A special meeting of the Board of Directors of International Biofuel and
Biochemical Corporation was held by telephonic conference on April 22, 2003. The
following directors were present and participating at the meeting:

           LeeRoy Allen, Jr.
           Hope D. Trowbridge
           Asa L. Fish
           William "Stretch" Fowler
           Joseph LaStella

Being all of the directors of the Corporation.  The following was up for
discussion.

         1.   Discussion of corporate strategy to raise immediate survival
              funds.
         2.   Discussion of other business matters authorizing LeeRoy Allen,
              Jr., President to take whatever actions necessary with Board
              approval and recommendations for long term plans to succeed in
              the Biodiesel Business.
         3.   Any other business Board Members may have for discussion.

The first item of discussion was the financial position of IBBC, which
currently has payables of around $90,000.00. More specifically the matter of
paying the accountant, Carancansi Ramey, to file the 10-K audited financial
report of the company for the year- end of December 31, 2002, which was due on
March 31, 2003. The terms of their engagement letter were discussed and
specifically that they were owed past monies of $35,000.00 which was agreed on
by all directors. The discussion continued to discuss the $20,000.00 they
required to file the current 10-K for the year ended 2002 and it was agreed to
determine whether or not the accountant would consent to file the 10-K and the
first 10-Q for 2003 for the $20,000 figure.

     Mr. LaStella then made the following proposal that three things needed to
be done now. First, the company must disclose all elements of the Biodiesel
industry; second, the Company must raise short term capital; and third, a
private placement in order to use investment money to accomplish the necessary
tasks, i.e . building a biodiesel plant in Arizona, which would bring confidence
and value to the stock. In order to accomplish this the company needs to, A.)
purchase an asset B.) approve the sale of stock for immediate financial relief;
and C.)approve a private placement. The Company proposes the following to act
upon these proposals:

         1.  Acquire assets from Consolidated Tribal Investments ("CTI"),
             including but not limited to the following:

             a)   Exclusive licensing rights of certain technology acquired by
                  CTI from American Bio-Fuels ("ABF") for the states of Arizona
                  and Nevada, with a performance clause limiting the license to
                  five years. If performance goals are reached, the license will
                  be extended on a year-to-year basis.

             b)   Exclusive rights to license the technology to Tribal nations.

             c)   Certain lubricants and filter technologies.

         2.  Pay to CTI 15,000,000 (fifteen million) shares of IBBC common
             stock and $100,000 (one hundred thousand dollars) for the
             above mentioned assets in Section 1. Per Mr. LaStella the
             shares were to be valued at $0.05 (five cents) per share or
             $750,000 (seven hundred fifty thousand dollars).



                                                                              21
<PAGE>

         3.  Sell 1,000,000 (one million) shares of IBBC common stock to
             private investors for $95,000 (ninety-five thousand dollars)
             or $0.095 (nine point five cents) per share to cover immediate
             financial commitments.
         4.  Offer a Private Placement of 12,500,000 (twelve million five
             hundred thousand) shares of IBBC common stock at $0.125
             (twelve point five cents) per share for $1,562,500 (one
             million five hundred sixty-two thousand five hundred dollars)
             to cover the cost of building a plant in Phoenix, Arizona, and
             future operating costs. It was conveyed that the plant must be
             built and on-line by the end of the year.
         5.  Offer Warrants to the investors in the above mentioned Private
             Placement of an additional 3,750,000 (three million seven
             hundred fifty thousand) shares of IBBC common stock. The
             warrants would be 10 for 1 and in increments of $0.15 (fifteen
             cents), $0.25 (twenty-five cents) and $0.35 (thirty-five
             cents) per share respectively.

     After Mr. LaStella brought forth the idea to purchase assets from CTI, he
informed the Board that this company was formed in the state of Nevada on or
around February, 2003, solely to acquire these assets from American Bio-Fuels
("ABF") which he and Mr. Fowler are directors of. It was also brought to the
attention of the board that Mr. Allen was currently acting as President of CTI.
Ms. Trowbridge and Mr. Fish were unaware of this association up until this
point. ABF owned "approximately 20% (twenty percent)" of CTI. If CTI were to be
issued 15,000,000 (fifteen million) shares, then that meant ABF would be the
owner of approximately 3,000,000 (three million) shares of IBBC stock. The
purchase price of the CTI assets was determined at 15,000,000 (fifteen million)
shares of IBBC stock at $0.05 (five cents) per share. The dollar value would be
about $750,000 (seven hundred fifty thousand dollars). It was stated that these
assets were really worth about $2,000,000 (two million dollars).

If Items 1-5 above took place, it would increase the number of shares
outstanding from the current 10,610,000 (ten million six hundred ten thousand)
shares to 42,860,000 (forty-two million eight hundred sixty thousand) shares
outstanding. The company is only authorized to issue 50,000,000 (fifty million)
shares.

     Ms. Trowbridge informed the board that she needed to speak with the
company's legal counsel with regards to these issues. Mr. LaStella then moved
for an "immediate vote" on the approval of items 1 through 5 stated above and
added the vote should include the board agreeing that Mr. Allen could open a
bank account in Phoenix on behalf of the company. Both Mr. Fish and Ms.
Trowbridge voiced their concern that these items had just been presented to them
and were not comfortable voting on them at this moment. Mr. Fish stated that
there was way too much information that had just now been presented to vote on
right away without adequate consideration. Ms. Trowbridge agreed and asked for
additional time. It was clear that Mr. Fowler, Mr. LaStella and Mr. Allen had
discussed these items prior to this meeting. Mr. LaStella was adamant that he
did not want any delay in the voting and asked for a vote. Mr. Fowler then
seconded the vote and Mr. Allen called for the vote.



                                                                              22
<PAGE>

     Mr. LaStella voted Yea, Mr. Fowler voted Yea and then Mr. Allen voted Yea.
Ms. Trowbridge stated that she was going to abstain from voting until she had
spoken with legal counsel. Mr. Fish voted Yea, but reserved his right to change
his vote pending legal counsel's opinion. Ms. Trowbridge and Mr. Fish were to
notify Mr. Allen as to their final vote on the matter.

     Pursuant to the request of Ms. Trowbridge and Mr. Fish to seek corporate
counsel's opinion, they have written a Director's Dissent to the Board's Actions
to the above mentioned items 1 through 5 to the attention of Mr. LeeRoy Allen,
Jr., Chairman of the Board, dated April 22, 2003 stating that they both vote
"NO" to any actions taken by the board as of this date, April 22, 2003.
     On the motion duly made and seconded, and after due deliberation, the
following resolutions were adopted,

     RESOLVED, that IBBC acquire certain assets from Consolidated Tribal
Investments ("CTI"), including the following:

         a)   Exclusive licensing rights of certain technology acquired by
              CTI from American Bio- Fuels ("ABF") for the states of Arizona
              and Nevada, with a performance clause limiting the license to
              five years.

         b)   Exclusive rights to license the technology to Tribal nations.

         c)   Certain lubricants and filter technologies.

     RESOLVED FURTHER, that IBBC, as payment, for certain assets to be outlined
will issue CTI 15,000,000 (fifteen million) restricted and unregistered shares
of IBBC common stock and $100,000 (one hundred thousand dollars) for the above
mentioned assets. The shares were valued at $0.05 (five cents) per share,
equaling $750,000 (seven hundred fifty thousand dollars) .

     RESOLVED, that IBBC will sell 1,000,000 (one million) shares of restricted
and unregistered IBBC common stock to private investors at $0.095 (nine point
five cents) per share, for $95,000 (ninety-five thousand dollars) to cover
immediate financial commitments.



                                                                              23
<PAGE>

     RESOLVED FURTHER, that IBBC will offer a Private Placement of 12,500,000
(twelve million five hundred thousand) restricted and unregistered shares of
IBBC common stock at $0.125 (twelve point five cents) per share, for $1,562,500
(one million five hundred sixty-two thousand dollars) to cover the cost of
building a plant in Phoenix, Arizona and future operating costs.

    RESOLVED, IBBC will offer Warrants to the investors in the above mentioned
Private Placement for an additional 3,750,000 (three million seven hundred fifty
thousand) shares of IBBC common stock. The warrants would be 10 for 1 and in
increments of $0.15 (fifteen cents), $0.25 (twenty-five cents) and $0.35
(thirty-five cents) per share respectively.

    RESOLVED FURTHER, that Mr. Allen may open a bank account in Phoenix, Arizona
in the name of International Biofuel and Biochemical Corporation.


On April 23, 2003, Hope D. Trowbridge resigned as Secretary, Treasurer and
Director of International Biofuel and Biochemical Corporation.

On April 23, 2003, Asa L. Fish resigned as Director of International Biofuel and
Biochemical Corporation.


                          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.


                                    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

LeeRoy Allen, Jr.             57        CEO, President & Director         2002

William L. "Stretch" Folwer   63        Director                          2003

Jospeh P. LaStella            63        Director                          2003



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.



                                                                              24
<PAGE>

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


LEEROY ALLEN, JR.: CEO, President and Director of International Biofuel and
Biochemical Corporation since December 4, 2002. Mr. Allen has been a corporate
executive in the brokerage/financial industry, business owner and project manger
in the public sector for over 28 years. He was a financial consultant, Branch
Manager and National Sales Manager for several brokerage firms from 1992 through
2002. He was a Special Agent for the Farm Credit Administration: Office of the
Inspector General, McLean, W.V. from 1985-1986, Special Agent for the U.S.
Department of the Interior, Bureau of Land Management Resource Protection in
Washington D.C. from 1983-1985 and Special Agent for the U.S. Department of the
Interior, Bureau of Land Mangement Resource Protection, Alaska, from 1977-1983
where he was responsible for the development and implementation of a natural
resource protection program for the State of Alaska. Mr. Allen has been the
principal owner of Maraleeco and Company, a consulting firm with responsibility
for planning, directing and coordinating client needs associated with critical
program or project development from 1986 to the present. Mr. Allen is also
President of Consolidated Tribal Investments, a Nevada corporation formed in
February 2003, which owns licensing rights of certain technologies, exclusive
rights to license said technology to Tribal nations and certain lubricants and
filter technologies, all acquired from American Bio-Fuels, Inc. which owns
approximately 20% of Consolidated Tribal Investments.

WILLIAM L. "STRETCH" FOWLER: Director of International Biofuel and Biochemcial
Corporation since April 7, 2003. Mr. Fowler is a native Californian who attended
the University of Pacific at Stockton, California on a Football-Basketball
Scholarship. Graduated with a BA in Business Administration. Currently,
Inventor, California Real Estate Broker, Director of International Biofuel and
Biochemical Corporation and a Director of American Bio-Fuels, LLC. American
BioFuels owns approximately 20% of Consolidated Tribal Investments. Mr. Fowler
has been instrumental in developing several Joint Venture Agreements for
American Biofuels with it's exclusive North American Biodiesel Technology and
has also coordinated emission testing of fuel additives (catalyst's) and other
strategic fuel efficiency and emission products to achieve Air Quality Standards
in the State of California.

JOSPEH P. LaSTELLA: Director of American Biofuel and Biochemical Corporation
since April 7, 2003. Mr. LaStella is currently the President of Green Star
Products, Inc.Mr. LaStella is a retired Professional Engineer with 35 years of
engineering experience in a variety of disciplines. Mr. LaStella worked for
Consolidated Edison Company in New York City over 20 years in various
engineering and management positions. Mr. LaStella achieved a prominent position
in the company as Technical Superintendent. This included supervision of design
and field installation of all the major vertical networks in high-rise building
in Manhattan. Mr. LaStella directed the activities of over 70 design and field
engineers that installed vertical networks that ranged from 1 to 10 MW each.
Other major activities included technical supervision of the operation of 2800
MW of gas turbine generators in five boroughs in Westchester County.

Mr. LaStella was the corporate representative for Consolidated Edison Company in
connection with a 1 MW Fuel Cell research and demonstration project that was a
consortium effort with United Technologies and was funded by the Dept. of
Energy. Funding of $100 million was used to build a phosphoric acid fuel cell
operating with its own reformer running on NAPTA fuel. The unit was built and
operated successfully for one year and served as the basis for designing a 5 MW
module unit.



                                                                              25
<PAGE>

More recently, Mr. LaStella has been involved in alternative fuel vehicles and
alternate fuel development. He has invented, designed and built the "first
continuous flow" full size production module in the US to produce Biodiesel.
Currently, he is a consultant on the construction of the "first continuous flow"
Biodiesel Plant in California and is a Director of both International Biofuel
and Biochemical Corporation and American Bio-Fuels. American Bio-Fuels also owns
approximately 20% of Consolidated Tribal Investments.


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.

                         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 July 17, 2003, 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.




                                       26
<PAGE>

                                               Common            Percent of
                                               Shares             Class (2)

LeeRoy Allen, Jr. (1)                          500,000               .047

American Bio-Fuels, LLC(1)(2)                  500,000               .047



All Executive officers and
  Directors as a Group (3 persons)           1,000,000               .094


Beneficial Owners of 5% or more:

Douglas G. McCaskey                          3,300,000               .31

Worldtech Waste Management                   1,000,000               .094

(1)  These persons are all of the executive officers and directors of the
     Company. See Item 2 below.

(2)  William L. "Stretch" Fowler and Joseph P. LaStella are Directors of
     American Bio-Fuels LLC and have voting and investment control over
     these shares. Mr. LaStella is also the President of Green Star
     Products, Inc. and Consolidated Tribal Investments (CTI) which also
     owns stock.


             ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS


         In the year 2003 the Company is acquiring a) exclusive licensing rights
for the state of Arizona and Nevada from CTI, b) exclusive rights to license the
technology to tribal nations and c) license rights to certain lubricants and
filter technologies all in exchange for 15,000,000 restricted shares of IBBC
valued at $0.05 per share plus the sum of $100,000 to be paid by IBBC to CTI
which is controlled by LeeRoy Allen, Jr. (who also is its president.) ABF also
owns 20% of CTI and Messers William L. "Stretch" Fowler and Joseph P. LaStella,
P.E. are two of its three managers. ABF has an exclusive license in the United
States to construct and operate biofuel plants under a patent pending from
Bio-CLean Fuels, Inc., which is controlled by Mr. LaStella and his associates.
Mr. LaStella is a licensed professional engineer who designed and invented the
continuous flow method of manufacturing biodiesel. All of the rights, title and
interest of this process were assigned to BCF.

                                    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.



                                                                              27
<PAGE>


FORM 8-K FILINGS

A report on Form 8-K was filed November 1999 to establish the accountant of
record as Caracansi Ramey & Associates, LLC. One report on Form 8-K was filed
April 2000 increasing the number of common shares from 25 million to 50 million.

A report on Form 8-K was filed on September 20, 2002 stating that effective
September 20, 2002, Henry Val was appointed to the offices of CEO, President,
Treasurer and Director of J-Bird Music Group. Effective October 30, 2002, Mr.
Val was removed as CEO, President, Treasurer and Director by the Board of
Directors of J-Bird Music Group LTD. Hope D. Trowbridge was appointed interim
President and Treasurer by the Board on October 30, 2002.

A report on Form 8-K was filed on December 23, 2002 stating that effective
December 4, 2002, LeeRoy Allen, Jr. became President, CEO and Director of J-Bird
Music Group LTD. Hope D. Trowbridge became Secretary effective December 4, 2002.
The Company entered into an Agreement with American Bio-Fuels ("ABF") on
December 4, 2002 to build multiple continuous flow biodiesel manufacturing
plants. Under this Agreement ABF was issued five hundred thousand (500,000)
shares of restricted common stock of J-Bird Music Group and received $50,000
within 45 days of the signing of the Agreement. On December 9, 2002, J-Bird
Music Group LTD changed its name to International Biofuel and Biochemical
Cororation.

         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.


                        ITEM 14. CONTROLS AND PROCEDURES

I, LeeRoy Allen, Jr., certify that:

                  1. I have reviewed this yearly report on Form 10-K of
         International Biofuel and Biochemical Corporation;

                  2. Based on my knowledge, this yearly report does not contain
         any untrue statement of a material fact or omit to state a material
         fact necessary to make the statements made, in light of the
         circumstances under which such statements were made, not misleading
         with respect to the period covered by this quarterly report;


                                                                              28
<PAGE>

          3. Based on my knowledge, the financial statements, and other
financial information included in this yearly report, fairly present in all
material respects the financial condition, results of operations and cash flows
of the registrant as of, and for, the periods presented in this quarterly
report;

          4. The registrant's other certifying officers and I are responsible
for establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

          a)   Designed each disclosure controls and procedures to ensure that
               material information relating to the registrant, including its
               consolidated subsidiaries, is made known to us by others within
               those entities, particularly during the period in which this
               quarterly report is being prepared;

          b)   Evaluated the effectiveness of the registrant's disclosure
               controls and procedures as of a date within 90 days prior to the
               filing date of this quarterly report (the "Evaluation Date"); and

          c)   Presented in this yearly report our conclusions about the
               effectiveness of the disclosure controls and procedures based on
               our evaluation as of the Evaluation Date;

     5. The registrant's other certifying officers and I have disclosed based on
our most recent evaluation, to the registrant's auditors and the audit committee
of registrant's board of directors(or persons performing equivalent functions):

     a) All significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

     b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

     6. The registrant's other certifying officers and I have indicated in this
yearly report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation including any corrective actions with
regard to significant deficiencies and material weaknesses.


                                                                              29
<PAGE>

                                   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.

                  INTERNATIONAL BIOFUEL & BIOCHEMICAL CORPORATION

Date:  July 18, 2003                     By: LeeRoy Allen, Jr., 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: July 18, 2003                     LeeRoy Allen, Jr., Director

Dated: July 18, 2003                     William L. "Stretch" Fowler, Director

Dated: July 18, 2003                     Joseph P. LaStella, Director









                                                                              30
<PAGE>


                             J-BIRD MUSIC GROUP LTD.

                              Financial Statements

                            December 31, 2002and 2001

                                    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
International Biofuel & Biochemical Corporation


We were engaged to audit the accompanying balance sheet of International Biofuel
& Biochemical Corporation, a Pennsylvania corporation, as of December 31, 2002,
and the related statements of income, and cash flows for the year then ended.
These financial statements are the responsibility of the Company's management.

The Company has not maintained adequate accounting records for the year ended
December 31, 2002, and we were unable to apply procedures to determine whether
the ending balances in the financial statements as of December 31, 2002, were
fairly presented in conformity with general accepted accounting principles or
whether accounting principles have been consistently applied between 2002 and
2001.

Because we were not engaged as auditors of the December 31, 2002 financial
statements until after the end of the year, we were not present, nor was there
taken, a physical inventory at December 31, 2002, and we were unable to satisfy
ourselves concerning inventory quantities on hand at those dates by other
auditing procedures.

Because of inadequacies in the Company's accounting records, we were unable to
form an opinion regarding the amounts recorded as Accrued Royalties in the
balance sheet (stated $550,000 and 133,096 respectively).

We were unable to obtain written representations from Douglas G. McCaskey,
General Manager (January 1, 2002 through April 7, 2003) and Hope D. Trowbridge,
Treasurer (January 1, 2002 through April 7, 2003) as required by generally
accepted auditing standards.

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.

Because we were unable to perform the items mentioned in the second third and
fourth paragraph, we were not provided with written representations from the
individuals listed above, as well as the significance of the uncertainty
described in the preceding paragraph, we are unable to express, and we do not
express, an opinion on the financial statements referred to in the first
paragraph.

Caracansi Ramey & Associates, LLC
Danbury, CT
July 18, 2003

                                       F-2

<PAGE>


                 INTERNATIONAL BIOFUEL & BIOCHEMICAL CORPORATION
                            COMPARATIVE BALANCE SHEET
                               AS OF DECEMBER 31,
<TABLE>
<CAPTION>

                   ASSETS

                                                            2002            2001
                                                       ------------    ------------
<S>                                                    <C>             <C>
Cash (Note 1)                                          $          0    $      1,432
Accounts Receivable (Note 2)                                133,331           5,762

Inventory (Note 1)                                          128,381         134,777
Recording Advances                                                0          25,000
                                                       ------------    ------------
Total Current Assets                                        261,712         166,971

Fixed Assets, net (Note 1 &4)                               411,073         438,962
Other Assets (Note 3)                                       160,000               0
                                                       ------------    ------------
Total Assets                                           $    832,785    $    605,933
                                                       ============    ============

     LIABILITIES AND STOCKHOLDERS' EQUITY

Accounts Payable                                       $    344,840         245,190
Note Payable (Note 5)                                        65,000          50,000
Mortgage Payable-Current (Note 6)                            32,436          14,570
Accrued Royalties (Note 7)                                  550,000         133,096
Cash Overdraft                                                  707               0
                                                       ------------    ------------
Total Current Liabilities                                   992,983         442,856

Mortgage Payable-Long Term(Note 6)                          352,021         371,052
Due to IMM International, Inc. (Note 8)                      35,448          57,115
Due to Shareholders (Note 9)                                  6,609          88,941
                                                       ------------    ------------
Total Liabilities                                         1,387,061         959,964

Stockholders' Equity/(Deficiency)
Common stock $.001 par value 50,000,000 shares
  authorized, 7,910,960 issued and outstanding               52,048          45,878
Treasury Stock                                             (254,690)       (254,690)
Stock Subscriptions Receivable                              (70,000)        (30,000)
Paid in Capital                                          12,723,492      11,964,982
Deficit                                                 (13,005,126)    (12,080,181)
                                                       ------------    ------------
Total Stockholders' Equity/( Deficit)                      (554,276)       (354,031)
                                                       ------------    ------------
Total Liabilities and Stockholder's Equity/(Deficit)   $    832,785    $    605,933
                                                       ============    ============
</TABLE>

                 See accompanying notes to financial statements


                                       F-3

<PAGE>



                 INTERNATIONAL BIOFUEL & BIOCHEMICAL CORPORATION
                            STATEMENTS OF OPERATIONS
                        FOR THE YEARS ENDED DECEMBER 31,

                                                     2002            2001
                                                 -----------    -----------

Sales (Net of Returns)                           $   (22,562)   $   493,396

Cost of sales                                        352,274        472,906
                                                 -----------    -----------

Gross Profit                                        (374,836)        20,490

Operating expenses:

  Advertising and promotion                           17,220         40,289
  Professional fees                                   87,250         60,862
  Amortization and depreciation                       27,613         65,790
  Salaries
                                                           0        116,000
  Interest
                                                       4,091         49,786
  Selling, general and administrative expenses       413,936        864,632
                                                 -----------    -----------

Total Expenses                                       540,110      1,197,359
                                                 -----------    -----------

Net (loss) before other (expenses)                  (924,945)    (1,176,869)

Other income (expense):

  Gain on Extinguishment of Debt                           0         19,050
  Loss on Receivable Due                                   0        (63,438)
  Other Income/(Expense)                                   0        (32,288)
                                                 -----------    -----------

                                                           0        (76,676)
                                                 ===========    ===========

Net loss                                         $  (924,945)   $(1,253,545)
                                                 ===========    ===========

Net loss common share (basic and diluted)        $     (0.25)   $     (1.05)
                                                 -----------    -----------

Weighted average common shares outstanding         3,665,085      1,191,752



                 See accompanying notes to financial statements




                                       F-4

<PAGE>

                 INTERNATIONAL BIOFUEL & BIOCHEMICAL CORPORATION
                            STATEMENTS OF CASH FLOWS
                        FOR THE YEARS ENDED DECEMBER 31,

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


                                                         2002           2001
                                                     -----------    -----------

Net (loss)                                           $ (924,945)   $(1,253,545)
Amortization and depreciation                            27,613         65,790
(Increase)/ Decrease in Accounts Receivable            (127,569)        11,276
(Increase)/ Decrease in Inventory                         6,396         26,822
Stock issued for services                               473,269        840,356
(Increase)/ Decrease in Recording Advances               25,000        (25,000)
(Increase)/ Decrease in Other Assets                   (160,000)         1,978
Increase/(Decrease) in accrued royalties                416,904         56,151
Increase/(Decrease) in accounts payable                 100,357         33,190
                                                     -----------   ------------

Net cash (used in) operating activities                (162,975)      (242,982)



Cash flows from/(used in) investing activities
Stock Issued For Investment                             110,000              0
Purchase of fixed assets                                      0         (1,385)
                                                     -----------   ------------

Net cash (used in) investing activities                 110,000         (1,385)


Cash flows from/(used in) financing activities
Stock issued for cash                                   141,000        110,000
Net Officer Loans Received/(Paid)                       (82,332)        89,005
Payments Received/(Paid) On Loans                        13,835        (10,321)
Payments Received/(Paid) to IMM International Inc.      (21,667)        57,115
                                                     -----------   ------------

Net cash from financing activities                       50,836        245,799
                                                     -----------   ------------

Net increase (decrease) in cash                          (2,139)         1,432

Cash, beginning of year                                   1,432              0
                                                     -----------   ------------

Cash, end of year                                    $     (707)   $     1,432
                                                     ===========   ============

Supplemental cash flow information:
  Cash paid for interest                             $    4,091    $    49,786

                 See accompanying notes to financial statements

                                       F-5


<PAGE>


                 INTERNATIONAL BIOFUEL & BIOCHEMICAL CORPORATION
                  STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY
                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001

<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, 2001           34,778,395       35,878      11,112,047       (10,826,636)        (250,000)         70,189
Restated: Split 1:40                    869,460       35,878      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                              0            0               0                 0          330,000         330,000
  Subscription
Fair Value of Employment                 80,000          860         115,140                 0                0         116,000
  Services - Non
  Compensated (Post Split)
Stock Issued for Cash                   100,000        4,000         106,000                 0         (110,000)        110,000
Stock Issued for Services               671,500         5120         631,795                 0                0         636,415
                                     ----------     --------      ----------       ------------     -----------     ------------

Balance at December 31,               1,720,960       45,858      11,964,982       (12,080,181)         (30,000)        320,941
  2001
Net Loss                                      0            0               0          (924,945)               0        (924,945)
Payment of Stock                              0            0               0                 0           51,000          51,000
  Subscription
Stock Issued for Cash                 1,430,000        1,430         139,570                 0          (91,000)        141,000
Stock Issued for Services             4,260,000        4,260         509,440                 0                0         513,700
Stock Issued for Investment             500,000          500         109,500                 0                0         110,000
                                     ----------     --------      ----------       ------------     -----------     ------------

Balance at December 31, 2002          7,910,960       52,048      12,723,492       (13,005,126)         (70,000)        320,941
                                     ==========     ========      ==========       ============     ===========     ============
</TABLE>

                 See accompanying notes to financial statements


                                       F-6

<PAGE>


                 International Biofuel & Biochemical Corporation
                   Notes to Consolidated Financial Statements
                 For the Years Ended December 31, 2002 and 2001

Note 1. Organization and Significant Accounting Policies

The Company was incorporated in the state of Pennsylvania on June 17, 1991. It
is principally involved in the area of developing biodiesel manufacturing plants
in the United States. The majority of its income is through stock subscription
agreements with investors.

In addition, the Company has a fully owned subsidiary, J-Bird Records, Inc., as
of December 31, 2002. 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 for its biodiesel division.

Basis of Accounting

The books of the Company are maintained on the accrual basis. Using the accrual
method, revenues and related assets are recognized when earned, and expenses and
the related obligations are recognized when incurred.

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.

Investment 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). The "Modified Accelerated Cost Recovery System"
(MACRS) has been applied to all fixed assets acquired by the Company.




                                       F-7

<PAGE>

                 International Biofuel & Biochemical Corporation
                   Notes to Consolidated Financial Statements
                 For the Years Ended December 31, 2002 and 2001

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

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.


Inventory

Inventory of $128,387 and $134,777, in 2002 and 2001 stated at the lower of cost
or market (first in, first out), consists of musical CDs held by Navarre
Corporation.

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.

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 $14,000,000, 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>


                 International Biofuel & Biochemical Corporation
                   Notes to Consolidated Financial Statements
                 For the Years Ended December 31, 2002 and 2001

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 2. Accounts Receivable

The Company maintains an agreement with their distributor, Navarre Corporation.
The Company receives revenues based upon the sales of their musical CD's through
their distributor. The Accounts Receivable represents the total amount of money
owed to the Company for sales of their CD's. This receivable fluctuates based
upon the ongoing sales and returns of the Company's merchandise. The receivable
of $133,331 represents the amount due the Company as of March 31, 2002. The
Company did not provide any information regarding this receivable nor were we
able to confirm the value with Navarre Corporation as of December 31, 2002.

Note 3. Other Assets

On December 4, 2002, the Company entered into an agreement with American
Bio-fuels,LLC. The agreement with American Bio-fuels, LLC has given the Company
the opportunity to enter the biodiesel fuel market. This agreement stated that
the Company would maintain a fifty-percent interest in a third LLC in exchange
for a payment of $50,000 and 500,000 shares of the Company's restricted stock.
The result of these transactions is reflected as an Investment in Affiliate for
$160,000 as of December 31, 2002.

Note 4. Fixed Assets

Fixed assets consist of:                          2002             2001
                                                --------         ---------
Building                                        $422,000         $422,000
Computer equipment and software                  169,247          169,247
Furniture and fixtures                            40,829
                                                                   40,829
Leasehold improvement                              8,571
                                                                    8,571

Less: Accumulated depreciation                   229,574          201,685
                                                --------         ---------

Fixed Assets, Net                               $411,073         $438,962
                                                ========         =========


                                      F-10
<PAGE>

                 International Biofuel & Biochemical Corporation
                   Notes to Consolidated Financial Statements
                 For the Years Ended December 31, 2002 and 2001


Note 5. Note Payable

On December 4, 2002 the Company entered into an agreement with American
Bio-fuels, LLC in which they were required to pay $50,000 within forty-five days
of signing the agreement. As of the date of this report, the required payment
had been made.

On August 20, 2002 the Company entered into an agreement with Henry Val, the
former president of J-Bird Music Group, LTD. Mr. Val lent the Company $15,000
payable on demand with interest accruing annually at a rate of 12%. As of the
date of this report, Mr. Val had filed suit against the Company for nonpayment
of this loan.

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 2002 through issuance of 300,000 shares of stock.

Note 6. Mortgage Payable

In November 2002, the Company purchased a commercial condo located at 396
Danbury Road, Wilton, CT. The condo was purchased for $422,000 with a $400,000
mortgage through Joseph A. and Mary S. Alemany. Monthly payments of $4,057.07
consisting of principal and interest at 9% per annum were due on the first of
every month. As of December 31, 2002 the Company is in default of their
mortgage. On June 12, 2003 the Company executed a quit claim deed with
Connecticut Home Lenders, LLC. The condo title was passed to Connecticut Home
Lenders, LLC in exchange for assumption of the remaining mortgage, outstanding
common charges, past due real estate taxes and any late penalties associated
with the default on the mortgage.

Note 7. Accrued Royalties

The Company does not agree with the Accrued Royalties of $550,000 however no
support was received as to the actual royalties due as of December 31, 2002. The
$550,000 represents past royalties due in addition to information received
through outside confirmations.

Note 8. Due to IMM International, Inc.

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 were due on September 30, 2002. As of
December 31, 2002 the Company owed $35,447 under this agreement.


                                      F-11


<PAGE>

                 International Biofuel & Biochemical Corporation
                   Notes to Consolidated Financial Statements
                 For the Years Ended December 31, 2002 and 2001

Note 9. Due to Shareholders

On October 15, 2001, Douglas McCaskey, a shareholder of the Company, agreed to
loan $150,000 for the purpose of paying Company expenses. The loan required
payment within one year with interest accrued at a rate of 10% per annum. As of
December 31, 2002 the Company owed Mr. McCaskey $6,609, including interest.

Note 10. Common Stock

At December 31, 1998, warrants to purchase 87,140 shares of common stock
exercisable through March 2002 at $.25 per share were outstanding. These
warrants were not exercised in March 2002 and have therefore expired.

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.
These options were not exercised as of December 31, 2002.

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 11. Commitments and Contingencies

Common Stock

During the years ended December 31, 2002 and 2001, 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-12

<PAGE>



                 International Biofuel & Biochemical Corporation
                   Notes to Consolidated Financial Statements
                 For the Years Ended December 31, 2002 and 2001




Note 12. Subsequent Events

On April 7, 2003 the Company transferred all rights, title and interest in
J-Bird Records, Inc. to Douglas G. McCaskey. This transfer occurred in the form
of 4,286,000 shares of J-Bird Records, Inc. along with all of its assets and
liabilities, contracts, licensing agreements, distribution agreements and
artists contracts as of April 7, 2003.

The effect on the Company's financial statements as a result of this transaction
will be a credit to equity in the amount of $53,947. Furthermore, the Company
has an intercompany receivable of $2,133,450 which is due from J-Bird Records,
Inc. This intercompany receivable is due as a result of the Company funding
various expenses for J-Bird Records, Inc. throughout the years of their
affiliation. The collectibility of this receivable has not been determined as of
the date of this report.


On April 24, 2003 Caracansi Ramey & Associates, LLC, the auditors for the
Company, were subpoenaed by the Securities & Exchange Commission. The Securities
& Exchange Commission required the auditors to deliver copies of all workpapers
and correspondence between themselves and the Company from the period of January
1, 2000 through the date of the subpoena. The auditors have complied with all
requests of the Securities & Exchange Commission.










                                      F-13