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

                                    FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

                  For the quarterly period ended March 31, 2009
                                       or
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

              FOR THE TRANSITION FROM ____________ TO ____________

                         Commission File Number: 0-32323


                 INTERNATIONAL BUILDING TECHNOLOGIES GROUP, INC.
             (Exact name of registrant as specified in its charter)

               Nevada                                             20-1217659
    (State or other Jurisdiction of                           (I.R.S. Employer
     Incorporation or Organization)                          Identification No.)

   17800 Castleton Street, Suite 638
          City of Industry, CA                                      91748
(Address of principal executive offices)                         (Zip code)

                  Registrant's telephone number: (626) 581-8500

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

Indicate by check mark whether the registrant is a large  accelerated  filer, an
accelerated filer, a non-accelerated  filer, or a smaller reporting company. See
the definitions of "large accelerated  filer,"  "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer [ ]                        Accelerated filer [ ]
Non-accelerated filer [ ]                          Smaller reporting company [X]

Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

          APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
                         DURING THE PRECEDING FIVE YEARS

Indicate by check mark whether the  registrant  filed all  documents and reports
required  to be filed by Section 12, 13 or 15(d) of the  Exchange  Act after the
distribution of securities under a plan confirmed by a court. Yes [ ] No [ ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity,  as of the  latest  practicable  date:  As of May 14,  2009,  there were
1,254,637,366  outstanding shares of the Registrant's Common Stock, $0.00001 par
value.
<PAGE>
                 INTERNATIONAL BUILDING TECHNOLOGIES GROUP, INC.
                               Report on Form 10-Q

                      For the Quarter Ended March 31, 2009

                                      INDEX

                                                                            Page
                                                                            ----

PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements .............................................    3

           Condensed Consolidated Balance Sheets ..........................    3

           Condensed Consolidated Statements of Operations ................    5

           Condensed Consolidated Statements of Cash Flows ................    7

           Notes ..........................................................    9

Item 2.  Management's Discussion and Analysis or Plan of Operation ........   28

Item 3.  Quantitative and Qualitative Disclosures about Market Risk .......   31

Item 4.  Controls and Procedures ..........................................   32

PART II  - OTHER INFORMATION

Item 1.  Legal Proceedings ................................................   34

Item 1A. Risk Factors......................................................   34

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds ......   34

Item 3.  Defaults Upon Senior Securities ..................................   35

Item 4.  Submission of Matters to a Vote of Security Holders ..............   35

Item 5.  Other Information ................................................   35

Item 6.  Exhibits .........................................................   36

SIGNATURES ................................................................   40

                                       2
<PAGE>
                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

                 INTERNATIONAL BUILDING TECHNOLOGIES GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                      CONDENSED CONSOLIDATED BALANCE SHEETS


                                                   March 31,        December 31,
                                                     2009              2008
                                                   --------          --------
                                                  (Unaudited)
                             ASSETS

Cash                                               $ 35,799          $  1,567
Deposit on Wuhan Wufeng Machinery Company           161,500           161,500
Other current assets                                  1,011             2,874
                                                   --------          --------
      Total current assets                          198,310           165,941
                                                   --------          --------

Other assets                                          2,000             2,000
                                                   --------          --------

      Total assets                                 $200,310          $167,941
                                                   ========          ========


      See accompanying notes to condensed consolidated financial statements

                                       3
<PAGE>
                 INTERNATIONAL BUILDING TECHNOLOGIES GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (CONTINUED)

<TABLE>
<CAPTION>
                                                                             March 31,            December 31,
                                                                               2009                  2008
                                                                            -----------           -----------
                                                                            (Unaudited)
<S>                                                                         <C>                   <C>
               LIABILITIES & STOCKHOLDERS' (DEFICIT) EQUITY

LIABILITIES
  Accounts payable and accrued expenses                                     $   190,106           $   176,550
  Accrued expenses - related parties                                             69,009                43,716
  Derivative Liability                                                        2,057,207             2,137,962
  Investor deposit                                                               50,000                    --
  Notes payable, net                                                             65,374                71,335
  Notes payable to shareholders, net                                            195,147               566,942
                                                                            -----------           -----------
      Total current liabilities                                               2,626,843             2,996,505
                                                                            -----------           -----------

      Total liabilities                                                       2,626,843             2,996,505
                                                                            -----------           -----------

COMMITMENT & CONTINGENCY                                                             --                    --

MINORITY INTEREST                                                                    --                    --

STOCKHOLDERS' (DEFICIT) EQUITY
  Preferred A stock, $250 par value, 10,000 shares authorized;
   96 shares issued and outstanding                                              24,000                24,000
  Preferred C stock, no par value, 1,000,000 shares authorized;
   1,000,000 and 200,000 shares issued and outstanding                            1,000                 1,000
  Preferred D stock,  $.001 par value, 10,000,000 shares authorized;
   35,000 and 50,000 shares issued and outstanding                                   35                    35
  Preferred E stock, $.001 par value, 50,000,000 shares authorized;
   28,000 and 350,000 shares issued and outstanding                                  25                    25
  Preferred F stock, $.001 par value, 3,000,000 shares authorized;
   20,000 and 0 shares issued and outstanding                                        20                    20
  Common stock; $.00001 par value, 1,950,000,000 shares authorized;
   1,111,143,024 and 747,853,494 issued and outstanding                          11,111                 7,478
  Additional paid-in capital                                                  9,197,338             8,556,173
  Accumulated deficit - Prior to reentering development stage                (5,534,336)           (5,534,336)
  Accumulated deficit - From inception of reentering development
   stage on 4/1/2007                                                         (6,125,491)           (5,882,785)
  Other comprehensive income                                                       (235)                 (174)
                                                                            -----------           -----------
      Total stockholders' (deficit) equity                                   (2,426,533)           (2,828,564)
                                                                            -----------           -----------

      Total liabilities and stockholders' (deficit) equity                  $   200,310           $   167,941
                                                                            ===========           ===========
</TABLE>


      See accompanying notes to condensed consolidated financial statements

                                       4
<PAGE>
                 INTERNATIONAL BUILDING TECHNOLOGIES GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                    UNAUDITED

<TABLE>
<CAPTION>
                                                                                         Cumulative Since
                                                                                            Reentering
                                                    Three Months Ended March 31,        Develcpment Stage
                                                   -----------------------------            4/1/2007 -
                                                      2009              2008                3/31/2009
                                                   -----------       -----------           -----------
<S>                                                <C>               <C>                   <C>
Retail sales                                       $        --       $        --           $        --
Cost of sales                                               --                --                    --
                                                   -----------       -----------           -----------
Revenues                                                    --                --                    --
                                                   -----------       -----------           -----------

Operating expenses:
  Selling, general and administrative                   94,999           215,949             1,362,956
  Depreciation and amortization                             --               735             1,306,935
                                                   -----------       -----------           -----------
      Total operating expenses                          94,999           216,684             2,669,891
                                                   -----------       -----------           -----------
Operating loss                                         (94,999)         (216,684)           (2,669,891)
                                                   -----------       -----------           -----------
Other income (expense):
  Interest income                                           --                19                   374
  Interest expense                                    (198,462)         (204,116)           (1,294,780)
  Lost on settlement                                        --           (23,500)              (23,500)
  Loss on Investment                                        --           (35,000)              (35,000)
  Gain/(Loss) on extinguishment of debt                (30,000)               --               (18,703)
  Gain on disposal of assets                                --                --                 2,565
  Change in fair value of derivative liability          80,755                --            (2,057,207)
  Minority interest in net loss of subsidiary               --                --                15,000
  Other income (expense)                                    --                50                 3,810
                                                   -----------       -----------           -----------
      Total other income (expense)                    (147,707)         (262,547)           (3,407,441)
                                                   -----------       -----------           -----------
Loss from continuing operations                       (242,706)         (479,231)          $(6,077,332)
                                                   -----------       -----------           -----------
</TABLE>


      See accompanying notes to condensed consolidated financial statements

                                       5
<PAGE>
                 INTERNATIONAL BUILDING TECHNOLOGIES GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                    UNAUDITED
                                   (CONTINUED)

<TABLE>
<CAPTION>
                                                                                           Cumulative Since
                                                                                              Reentering
                                                        Three Months Ended March 31,      Develcpment Stage
                                                       ------------------------------         4/1/2007 -
                                                           2009              2008             3/31/2009
                                                       ------------      ------------        ------------
<S>                                                    <C>               <C>                 <C>
Loss from continuing operations                        $   (242,706)     $   (479,231)       $ (6,077,332)
                                                       ------------      ------------        ------------

Discontinued operations:
Loss from operations of discontinued business                    --                --             (20,063)
Income on disposal of assets                                     --                --              61,058
                                                       ------------      ------------        ------------
(Loss) Income on discontinued operations                         --                --              40,995
                                                       ------------      ------------        ------------
Net loss                                                   (242,706)         (479,231)         (6,036,337)

Preferred dividend                                               --                --             (89,154)
                                                       ------------      ------------        ------------
Net loss attributable to common shareholders               (242,706)         (479,231)         (6,125,491)
                                                       ------------      ------------        ------------
Other comprehensive income
  Foreign Currency Translation                                  (61)                6                (235)
                                                       ------------      ------------        ------------

Comprehensive loss                                     $   (242,767)     $   (479,225)       $ (6,125,726)
                                                       ============      ============        ============

Net loss per common share - basic and diluted
Continuing operations                                  $    (0.0003)     $      (0.01)
                                                       ============      ============
Discontinued operations                                $    (0.0003)     $         --
                                                       ============      ============
Net loss per common share                              $    (0.0003)     $      (0.01)
                                                       ============      ============

Weighted average common shares outstanding:
Basic and Diluted                                       886,949,976        87,977,281
                                                       ============      ============
</TABLE>


      See accompanying notes to condensed consolidated financial statements

                                       6
<PAGE>
                 INTERNATIONAL BUILDING TECHNOLOGIES GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                    UNAUDITED

<TABLE>
<CAPTION>
                                                                                                         Cumulative Since
                                                                                                            Reentering
                                                                      Three Months Ended March 31,      Develcpment Stage
                                                                     ------------------------------         4/1/2007 -
                                                                         2009              2008             3/31/2009
                                                                      -----------       -----------        -----------
<S>                                                                   <C>               <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss from continuing operations                                $  (242,706)      $  (479,231)        $(6,077,332)
  Adjustments to reconcile net income to net
   cash provided by operating activities:
     Depreciation                                                             --               734               3,660
     Impairment of goodwill                                                   --                --           1,303,277
     Amortization of debt discounts                                           --            33,862             128,933
     Loss /(Gain) on extinguishment of debt                               30,000                --             (40,843)
     Loss on Investment in Rosetop Project                                    --            35,000              35,000
     Interest expense associated with beneficial conversion feature      175,006           149,856           1,024,823
     Change in fair value of derivative liability                        (80,755)               --           2,057,207
     Director stock based compensation                                        --                --              50,000
     Common stock issued for services                                         --            40,000             394,519
     Common stock issued for settlement                                       --            13,500              13,500
     Gain on disposal of equipment                                            --                --              (2,565)
     Minority interest in net loss of subsidiary                              --                --             (15,000)
  Changes in assets and liabilities:
     Prepaid expenses and other assets                                     1,863            (2,878)                529
     Accounts payable and accrued expenses                                50,885            94,033             317,476
                                                                     -----------       -----------         -----------
Net cash used in continuing operations                                   (65,707)         (115,124)           (806,816)
Net income (loss) from discontinued operations                                --                --              40,995
Net cash provided by (used in) discontinued operations                        --                --             (83,796)
                                                                     -----------       -----------         -----------
Net cash used in operating activities                                    (65,707)         (115,124)           (849,617)
                                                                     -----------       -----------         -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Deposit on investment                                                       --                --            (161,500)
                                                                     -----------       -----------         -----------
Net cash used in continuing operations                                        --                --            (161,500)
Net cash provided by discontinued operations                                  --                --                  --
                                                                     -----------       -----------         -----------
Net cash used by in investing activities                                      --                --            (161,500)
                                                                     -----------       -----------         -----------
</TABLE>


      See accompanying notes to condensed consolidated financial statements

                                       7
<PAGE>
                 INTERNATIONAL BUILDING TECHNOLOGIES GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                    UNAUDITED
                                   (CONTINUED)

<TABLE>
<CAPTION>
                                                                                                         Cumulative Since
                                                                                                            Reentering
                                                                      Three Months Ended March 31,      Develcpment Stage
                                                                     ------------------------------         4/1/2007 -
                                                                         2009              2008             3/31/2009
                                                                      -----------       -----------        ----------
<S>                                                                   <C>               <C>                    <C>
CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from related party notes payable                                  --             27,965              80,000
  Proceeds from notes payable                                            50,000             72,500             678,876
  Proceeds from investor deposit                                         50,000                 --              50,000
  Repayments of notes payable                                                --             (1,253)            (34,448)
  Proceeds from issuance of preferred stock                                  --                 --              20,800
  Proceeds from issuance of common stock                                     --                 --             180,464
  Proceeds from issuance of common stock for asset purchase                  --                 --               6,206
  Proceeds from exercise of stock options                                    --                 --               4,375
                                                                    -----------        -----------         -----------
Net cash provided by financing activities                               100,000             99,212             986,273
                                                                    -----------        -----------         -----------

Effect of exchange rate changes on cash                                     (61)                 6                (235)

Cash and cash equivalents:
Increase (decrease) in cash                                              34,232            (15,906)            (25,079)
CASH, beginning of period                                                 1,567             32,970              60,878
                                                                    -----------        -----------         -----------
CASH, end of period                                                 $    35,799        $    17,064         $    35,799
                                                                    ===========        ===========         ===========
SUPPLEMENTAL DISCLOSURES:
  Cash paid for interest                                            $        --        $        95         $       923
                                                                    ===========        ===========         ===========
  Cash paid for income taxes                                        $        --        $        --         $        --
                                                                    ===========        ===========         ===========

Non-cash discontinued operation activities:
  Employee stock based compensation                                 $        --        $        --         $    30,698
  Issuance of common stock for debt                                 $    38,668        $        --         $   428,028

Non-cash financing and investing activities:
  Issuance of note for accrued expenses                             $        --        $    40,000         $   201,026
  Issuance of common stock for services                             $        --        $    44,283         $    76,350
  Issuance of common stock for payment of debt                      $    26,631        $    50,037         $   471,459
  Issuance of common stock for settlement                           $        --        $    13,500         $    13,500
  Issuance of Preferred E Stock for deposit on the Rosetop Project  $        --        $        --         $   350,000
  Cancelation of Rosetop project and related Preferred E Stock      $        --        $  (350,000)        $  (315,000)
  Issuance of common stock for Purchase of Company                  $        --        $        --         $ 1,300,000
</TABLE>


      See accompanying notes to condensed consolidated financial statements

                                       8
<PAGE>
                 INTERNATIONAL BUILDING TECHNOLOGIES GROUP, INC.
                       FORMERLY MOTORSPORTS EMPORIUM, INC.
                          (A DEVELOPMENT STAGE COMPANY)

            Notes to the Condensed Consolidated Financial Statements
                                 March 31, 2009

NOTE 1: ORGANIZATION, BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

Organization

International  Building  Technologies Group, Inc. (OTCBB:  INBG) (the "Company")
has  four  total   subsidiaries,   two  active   subsidiaries  and  two  dormant
subsidiaries.

Active Subsidiaries:

     *    International   Building   Technologies,   Inc.  ("IBT")  -  a  Nevada
          Corporation
     *    International  Building  Technologies  Co., Ltd. ("IBT Hong Kong") - a
          Hong Kong Corporation

Dormant Subsidiaries:

     *    Scottsdale Diecast, Inc. - a Nevada Corporation
     *    Quadriga Motorsports, Inc. - a Nevada Corporation

Currently  the  Company is focusing  its  attention  on the rapidly  growing and
developing  China  market  through  its  subsidiaries.   The  Company  plans  to
manufacture and sell light weight building panels used in construction  all over
the  world.  The  building  panels  can be used in a  variety  of ways to  erect
buildings up to six stories tall without the need of a traditional wood or steel
frame  structure.  It is also  versatile  in its  use and can be used to  create
unique  architectural  design elements.  Management  believes that the Company's
panel  based  building   technology   allows  for  the  rapid,   cost  effective
construction  of  residential,  commercial,  and high-rise  buildings  utilizing
materials  that  are  greater  in  strength  and   appearance,   economical  and
eco-friendly.  Based  on  standard  building  codes  prescribed  by  authorities
worldwide,   the  Company's   technology   will  meet  and  exceed  the  minimum
requirements.  Based  on the  panel  technologies,  the  Company  also  provides
customers with architectural  design,  panel supply,  installation  supervision,
engineering,  training,  and  technical  support.  IBT  Hong  Kong  has  already
established  business  relationship in securing several contractual rights to do
business in China.

The  Company  had  offices in  Alameda,  CA,  and  Shanghai,  China in 2007.  In
December,  2008, the Company closed the office in Shanghai,  China.  In January,
2009,  the  Company  closed the office in  Alameda,  CA and has moved to City of
Industry, CA.

BASIS OF FINANCIAL STATEMENT PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been
prepared by the Company  pursuant to the rules and regulations of the Securities
and Exchange  Commission.  Certain information and footnote disclosures normally
included in financial  statements prepared in accordance with generally accepted
accounting  principles  have been  condensed or omitted in accordance  with such
rules and  regulations.  The  information  furnished  in the  interim  condensed
consolidated  financial  statements  includes normal  recurring  adjustments and
reflects all adjustments, which, in the opinion of management, are necessary for
a fair presentation of such financial  statements.  Although management believes
the disclosures  and information  presented are adequate to make the information
not misleading, these interim condensed consolidated financial statements should
be  read in  conjunction  with  the  Company's  most  recent  audited  financial
statements and notes thereto  included in its December 31, 2008 Annual Report on
Form  10-K.  Operating  results  for the  period  ended  March 31,  2009 are not
necessarily  indicative  of the results that may be expected for the year ending
December 31, 2009.

                                       9
<PAGE>
                 INTERNATIONAL BUILDING TECHNOLOGIES GROUP, INC.
                       FORMERLY MOTORSPORTS EMPORIUM, INC.
                          (A DEVELOPMENT STAGE COMPANY)

            Notes to the Condensed Consolidated Financial Statements
                                 March 31, 2009

TRANSLATION OF NON-U.S. CURRENCY AMOUNTS

Assets and liabilities of non-U.S. subsidiaries that operate in a local currency
environment are translated to U.S.  dollars at year-end  exchange rates.  Income
and  expense  items  are  translated  at  weighted-average   rates  of  exchange
prevailing  during  the year.  Translation  adjustments  are  recorded  in Other
Comprehensive  Income  not  affecting  retained  earnings  within  Stockholders'
equity.

Inventories,   plant,  rental  machines  and  other   property-net,   and  other
non-monetary  assets and liabilities of non-U.S.  subsidiaries and branches that
operate in U.S. dollars, or whose economic  environment is highly  inflationary,
are  translated  at  approximate  exchange  rates  prevailing  when the  company
acquired  the  assets or  liabilities.  All other  assets  and  liabilities  are
translated  at  year-end  exchange  rates.  Cost of sales and  depreciation  are
translated at historical  exchange rates. All other income and expense items are
translated at the weighted-average rates of exchange prevailing during the year.

Current and historical exchange rates are not indicative of what future exchange
rates will be and should not be construed as such.

Relevant  exchange rates used in the preparation of the financial  statements of
the  subsidiary are as follows for the nine months ended March 31, 2009 and 2008
(denoted in Hong Kong dollars per one U.S. dollar):

                                                          2009        2008
                                                         ------      ------
     Current exchange rate at March 31, HKD              7.7505      7.7819

     Weighted average exchange rate                      7.7548      7.7943

SIGNIFICANT ACCOUNTING POLICIES

Significant  accounting  policies  have not changed  from the  Company's  Annual
Report on Form 10-K for the year ended December 31, 2008.

NOTE 2: MATERIAL EVENTS

Amendment of the conversion rates of the convertible promissory notes

On February  27, 2009,  the Company  amended the  conversion  feature of certain
promissory notes. The original conversion features are summarized in Note 4. The
amended conversion feature states that at any time, the Payee may convert all or
part of the remaining  principal balance and accrued interest into shares of the
Company's  Common Stock based on 75% of the average of the twenty closing prices
in the past 20 trading days  immediately  preceding  such  conversion so long as
such conversions shall not exceed 4.99% of the then outstanding  common stock of
the Company.

NOTE 3: GOING CONCERN

The Company's  financial  statements  are prepared using  accounting  principles
generally  accepted  in the  United  States  of  America  applicable  to a going
concern,  which  contemplates  the  realization  of assets and  satisfaction  of
liabilities in the normal course of business.  The Company's  continuation  as a
going  concern is dependent  upon its ability to generate  sufficient  cash flow
from  operations  to meet  its  obligations  on a  timely  basis  and/or  obtain
financing as may be required. As of March 31, 2009, the Company has incurred net
losses from  operations  prior to  reentering  the  development  stage and has a

                                       10
<PAGE>
                 INTERNATIONAL BUILDING TECHNOLOGIES GROUP, INC.
                       FORMERLY MOTORSPORTS EMPORIUM, INC.
                          (A DEVELOPMENT STAGE COMPANY)

            Notes to the Condensed Consolidated Financial Statements
                                 March 31, 2009

stockholders'  deficit of  $5,534,336.  Since the  inception of  reentering  the
development  stage on April 1, 2007, the Company has a stockholders'  deficit of
$6,125,491 as of March 31, 2009.  The Company has a working  capital  deficit of
$2,428,533 as of March 31, 2009. These factors raise substantial doubt about the
Company's ability to continue as a going concern.

During the next 12 months,  the Company's  foreseeable  cash  requirements  will
relate to continual  development of the operations of its business,  maintaining
its good  standing  and making the  requisite  filings with the  Securities  and
Exchange  Commission,  and the payment of expenses  associated with reviewing or
investigating any potential business ventures. The Company may experience a cash
shortfall  and be required to raise  additional  capital.  Historically,  it has
relied  upon  internally  generated  funds and funds  from the sale of shares of
stock and loans from its  shareholders  and  private  investors  to finance  its
operations and growth.  Management may raise  additional  capital through future
public or private offerings of the Company's stock or through loans from private
investors,  although  there can be no  assurance  that it will be able to obtain
such financing. The Company's failure to do so could have a material and adverse
affect  upon it and its  shareholders.  However,  the  Company is  strategically
positioning  itself with contracts and business  ventures that can significantly
contribute  to its  bottom  line and the  continuous  development  of its  panel
business  as  evidenced  by the signed  memorandums  of  understanding  with the
Suijiang  Government.  On April 17, 2008, the Company signed a definitive  Stock
Sale and Purchase Agreement (SPA), with Wuhan Intepower Co., Ltd., ("Intepower")
to acquire 92% of its subsidiary, Wuhan Wufeng Machinery Manufacturing Co., Ltd.
("Machinery  Company") located in Wuhan,  Hubei province of China.  Based on the
final draft of the audited financials,  the Machinery Company reported assets of
US $5.3 million and revenues of  approximately US $3,800,000 for the fiscal year
2007. Once the acquisition is completed,  revenues of the Machinery Company will
be  consolidated  with the Company's  financial  records and this  consolidation
should result in the Company reporting a profit in the year of 2009.

NOTE 4:  NOTES PAYABLE & Debt Discounts

The chart below  summarizes the Notes Payable & Debt Discounts of the Company as
of March 31, 2009. This chart is to be reviewed in conjunction  with the details
following the chart.

Terms                                                                     Amount
-----                                                                     ------
SHORT TERM NOTES PAYABLE TO SHAREHOLDERS:

-    10% Interest;  principal of $10,000;  convertible  to common          1,702
     stock based on 75% of average price; due on 9/3/2009, net of
     unamortized  discount related to the debt discount of $8,298
-    10% Interest;  principal of $115,878;  convertible to common         12,079
     stock based on 75% of average price; due on 12/31/2009,  net
     of  unamortized  discounted  related to the debt discount of
     $103,799
-    10% Interest;  principal of $11,000;  convertible  to common          1,571
     stock based on 75% of average price;  due on 10/9/2009,  net
     of  unamortized  discount  related to the debt  discount  of
     $9,429
-    10% Interest;  principal of $31,925;  convertible  to common         31,925
     stock based on 75% of average price; due on 12/31/2009,  net
     of unamortized discounted related to the debt discount of $0
-    10% Interest;  principal of $10,269;  convertible  to common          1,432
     stock based on 75% of average price; due on 12/31/2009,  net
     of  unamortized  discounted  related to the debt discount of
     $8,837
-    10% Interest;  principal of $12,500;  convertible  to common          1,303
     stock based on 75% of average price; due on 12/31/2009,  net
     of  unamortized  discount  related to the debt  discount  of
     $11,197
-    10% Interest;  principal of $15,000;  convertible  to common          3,097
     stock based on 750% of average price;  due on 8/1/2009,  net
     of  unamortized  discount  related to the debt  discount  of
     $11,903
-    10% Interest;  principal of $32,016;  convertible  to common          3,337
     stock based on 75% of average price; due on 12/31/2009,  net
     of  unamortized  discount  related to the debt  discount  of
     $28,679
-    10% Interest;  principal of $62,003;  convertible  to common          6,463
     stock based on 75% of average price; due on 12/31/2009,  net
     of  unamortized  discounted  related to the debt discount of
     $55,540
-    10% Interest;  principal of $10,642;  convertible  to common          1,109
     stock based on 75% of average price; due on 12/31/2009,  net
     of  unamortized  discount  related to the debt  discount  of
     $9,533

                                       11
<PAGE>
                 INTERNATIONAL BUILDING TECHNOLOGIES GROUP, INC.
                       FORMERLY MOTORSPORTS EMPORIUM, INC.
                          (A DEVELOPMENT STAGE COMPANY)

            Notes to the Condensed Consolidated Financial Statements
                                 March 31, 2009

-    10%  Interest;  principal of $9,458;  convertible  to common            986
     stock based on 75% of average price; due on 12/31/2009,  net
     of  unamortized  discounted  related to the debt discount of
     $8,472
-    10% Interest;  principal of $37,133;  convertible  to common          6,702
     stock based on 75% of average price; due on 12/31/2009,  net
     of  unamortized  discounted  related to the debt discount of
     $30,431
-    10%  Interest;  principal of $5,000;  convertible  to common            658
     stock based on 75% of average price; due on 10/28/2009,  net
     of  unamortized  discount  related to the debt  discount  of
     $4,342
-    10% Interest;  principal of $10,000;  convertible  to common          1,042
     stock based on 75% of average price; due on 12/31/2009,  net
     of  unamortized  discount  related to the debt  discount  of
     $8,958
-    10% Interest;  principal of $66,107;  convertible  to common         66,107
     stock based on 75% of average price;  due on 6/30/2009,  net
     of unamortized discounted related to the debt discount of $0
-    10% Interest;  principal of $13,000;  convertible  to common          2,684
     stock based on 75% of average price; due on 8/1/2009, net of
     unamortized discount related to the debt discount of $10,316
-    10%  Interest;  principal of $7,209;  convertible  to common            751
     stock based on 75% of average price; due on 12/31/2009,  net
     of  unamortized  discounted  related to the debt discount of
     $6,458
-    10% Interest;  principal of $23,847;  convertible  to common          2,486
     stock based on 75% of average price; due on 12/31/2009,  net
     of  unamortized  discounted  related to the debt discount of
     $21,361
-    10% Interest;  principal of $20,000;  convertible  to common          2,085
     stock based on 75% of average price; due on 12/31/2009,  net
     of  unamortized  discount  related to the debt  discount  of
     $17,915
-    10% Interest;  principal of $25,000;  convertible  to common          2,606
     stock based on 75% of average price; due on 12/31/2009,  net
     of  unamortized  discount  related to the debt  discount  of
     $22,394
-    10% Interest;  principal of $70,000;  convertible  to common          7,296
     stock based on 75% of average price; due on 12/31/2009,  net
     of  unamortized  discount  related to the debt  discount  of
     $62,704
-    10% Interest;  principal of $36,867;  convertible  to common          5,472
     stock based on 75% of average price; due on 12/31/2009,  net
     of  unamortized  discounted  related to the debt discount of
     $31,395
-    5%  Interest;  principal of $73,977;  convertible  to common         19,091
     stock based on 75% of average price; due on 7/1/2009, net of
     unamortized discount related to the debt discount of $73,976
-    10% Interest;  principal of $32,828;  convertible  to common          3,422
     stock based on 75% of average price; due on 12/31/2009,  net
     of  unamortized  discounted  related to the debt discount of
     $29,406
-    10% Interest;  principal of $10,000;  convertible  to common          1,042
     stock based on 75% of average price; due on 12/31/2009,  net
     of  unamortized  discount  related to the debt  discount  of
     $8,958
-    10% Interest;  principal of $15,000;  convertible  to common          1,315
     stock based on 75% of average price; due on 10/29/2009,  net
     of  unamortized  discount  related to the debt  discount  of
     $13,685
-    10% Interest;  principal of $50,240;  convertible  to common          7,384
     stock based on 75% of average price; due on 12/31/2009,  net
     of  unamortized  discount  related to the debt  discount  of
     $42,856
                                                                        --------
TOTAL SHORT TERM NOTES PAYABLE TO SHAREHOLDERS                          $195,147
                                                                        --------

SHORT TERM NOTES PAYABLE :
-    10% Interest;  principal of $50,000;  convertible  to common          5,212
     stock based on 75% of average price; due on 12/31/2009,  net
     of  unamortized  discount  related to the debt  discount  of
     $44,879
-    10% Interest;  principal of $50,000;  convertible  to common          5,212
     stock based on 75% of average price; due on 12/31/2009,  net
     of  unamortized  discount  related to the debt  discount  of
     $44,788
-    10% Interest;  principal of $15,000;  convertible  to common          1,564
     stock based on 75% of average price; due on 12/31/2009,  net
     of  unamortized  discount  related to the debt  discount  of
     $13,436
-    10% Interest;  principal of $10,000;  convertible  to common            718
     stock based on 75% of average price; due on 12/31/2009,  net
     of  unamortized  discount  related to the debt  discount  of
     $9,282
-    10% Interest;  principal of $20,500;  convertible  to common          2,668
     stock based on 75% of average price; due on 12/31/2009,  net
     of  unamortized  discount  related to the debt  discount  of
     $17,832
-    0% Interest; principal of $50,000; non-convertible to common         50,000
     stock; due on demand
                                                                        --------
TOTAL SHORT TERM NOTES PAYABLE                                          $ 65,374
                                                                        --------

                                       12
<PAGE>
                 INTERNATIONAL BUILDING TECHNOLOGIES GROUP, INC.
                       FORMERLY MOTORSPORTS EMPORIUM, INC.
                          (A DEVELOPMENT STAGE COMPANY)

            Notes to the Condensed Consolidated Financial Statements
                                 March 31, 2009

SHORT TERM NOTE PAYABLE - SHAREHOLDERS

On September 3, 2008, the Company  entered into a Promissory Note for $10,000 to
be paid no later than  September  3, 2009 with an interest  rate of 10%.  Before
February 27, 2009, the Payee may convert all or part of the remaining  principal
balance and accrued  interest into shares of the Company's Common Stock based on
60% of the average of the lowest five  closing bid prices in the past 10 trading
days immediately preceding such conversion so long as such conversions shall not
exceed 4.99% of the then  outstanding  common stock of the Company.  On February
27, 2009,  the Company and the Payee  amended the note to change the  conversion
rate to 75%  instead of 60%.  At any time,  the Payee may convert all or part of
the  remaining  principal  balance  and  accrued  interest  into  shares  of the
Company's  Common Stock based on 75% of the average of the twenty closing prices
in the past 20 trading days  immediately  preceding  such  conversion so long as
such conversions shall not exceed 4.99% of the then outstanding  common stock of
the  Company.  In  relation  to the  convertible  feature of this  note,  a debt
discount of $10,000 was  calculated in  accordance  with EITF 00-27 and is being
amortized over the life of the debenture.  The amortization is being recorded as
interest  expense and totaled  $2,982 for the quarter ended March 31, 2009.  The
balance of the note was $1,702 as of March 31, 2009.

On May 21, 2007 the Company entered into a $122,500  Secured  Promissory Note at
the rate of 11% per annum due March 20, 2008. On December 31, 2007,  the Company
and the Payee  amended  the note to change  the  interest  rate to 10%,  exclude
incentive  payments,  extend the due date to December 31, 2009,  and to insert a
conversion clause which allows the Payee to convert all or part of the remaining
principal  balance and accrued interest into the Company's Common Stock based on
50% of the  average  of the  lowest  three  closing  bid prices in the past five
trading days  immediately  preceding such conversion so long as such conversions
shall not exceed 4.99% of the then outstanding  Common Stock of the Company.  On
February  27,  2009,  the Company  and the Payee  amended the note to change the
conversion rate to 75% instead of 50%. At any time, the Payee may convert all or
part of the remaining  principal balance and accrued interest into shares of the
Company's  Common Stock based on 75% of the average of the twenty closing prices
in the past 20 trading days  immediately  preceding  such  conversion so long as
such conversions shall not exceed 4.99% of the then outstanding  common stock of
the Company. Accrued interest was also rolled up into the amended note for a new
note balance of $130,735.  The Company has determined  that these modified terms
are not  substantially  different  than the  original  terms as  defined in EITF
96-19, and, therefore, this renegotiation did not result in the recognition of a
gain or loss.  In  relation  to the  convertible  feature of this  note,  a debt
discount of $115,878 was  calculated in accordance  with EITF 00-27 and is being
amortized over the life of the debenture.  Initially,  the Company's  President,
Kenneth  Yeung,  personally  borrowed the money and invested the amount into the
Company. Due to a change in the business, the Company decided on May 21, 2007 to
assume the note and entered into a promissory note with the lender.  The Note is
secured with the Preferred Series C shares owned by the President.

In connection with this transaction,  490,000 warrants to purchase shares of the
common stock of the Company at $0.25 were issued with an expiration  date of May
20,  2012.  Utilizing  the  Black-Scholes  valuation  model  and  the  following
assumptions:  estimated volatility of 211.36%, a contractual life of five years,
a zero  dividend  rate,  4.71% risk free  interest  rate,  and the fair value of
common  stock of $0.10 per share at date of grant,  the Company  determined  the
allocated fair value of the warrant to be $47,759. The Company has recorded this
amount as a debt discount and is  amortizing  the debt discount over the term of
this Note. The  amortization  is being recorded as interest  expense and totaled
had been fully amortized as of March 31, 2009. The warrant  amortization totaled
$47,759 as of the quarter  ended March 31, 2009.  During the  quarter,  the note
Holder  converted a total of $3,990 of  principal  and  interest  payments.  The
amortization  is being recorded as interest  expense and totaled $20,944 for the
quarter ended March 31,  2009.As of March 31, 2009,  the balance of the note was
$12,079.

                                       13
<PAGE>
                 INTERNATIONAL BUILDING TECHNOLOGIES GROUP, INC.
                       FORMERLY MOTORSPORTS EMPORIUM, INC.
                          (A DEVELOPMENT STAGE COMPANY)

            Notes to the Condensed Consolidated Financial Statements
                                 March 31, 2009

On October 9, 2008, the Company entered into a Promissory Note for $11,000 to be
paid no later than  October 9, 2009 with an  interest  rate of 10%. At any time,
the Payee may convert all or part of the remaining principal balance and accrued
interest into shares of the  Company's  Common Stock based on 60% of the average
of the lowest five  closing bid prices in the past 10 trading  days  immediately
preceding such conversion so long as such conversions  shall not exceed 4.99% of
the then  outstanding  common  stock of the Company.  On February 27, 2009,  the
Company  and the Payee  amended  the note to change the  conversion  rate to 75%
instead of 60%. At any time,  the Payee may convert all or part of the remaining
principal balance and accrued interest into shares of the Company's Common Stock
based on 75% of the average of the twenty  closing prices in the past 20 trading
days immediately preceding such conversion so long as such conversions shall not
exceed 4.99% of the then outstanding common stock of the Company. In relation to
the convertible  feature of this note, a debt discount of $11,000 was calculated
in  accordance  with  EITF  00-27  and is being  amortized  over the life of the
debenture.  The  amortization is being recorded as interest  expense and totaled
$3,153 for the quarter  ended March 31, 2009.  The balance of the note is $1,571
as of March 31, 2009.

On May 22, 2007 the  Company  entered  into a  Convertible  Promissory  Note for
$50,000  to be paid no later  than  March 21,  2008 with 11%  interest  rate per
annum.  On December  31,  2007,  the  Company and the Payee  amended the note to
change  the  interest  rate to  10%,  exclude  incentive  payments,  change  the
conversion rate to 60% instead of 50%, and extended the due date to December 31,
2009.  The Company has determined  that these  modified terms are  substantially
different than the original terms as defined in EITF 96-19, and, therefore, this
renegotiation  did result in the recognition of a $37,649 gain as of the date of
the  amendment  of the note.  On February  27,  2009,  the Company and the Payee
amended  the note to change the  conversion  rate to 75%  instead of 60%. At any
time, the Payee may convert all or part of the remaining  principal  balance and
accrued  interest into shares of the Company's  Common Stock based on 75% of the
average of the twenty  closing  prices in the past 20 trading  days  immediately
preceding such conversion so long as such conversions  shall not exceed 4.99% of
the  then  outstanding  common  stock  of  the  Company.  In  relation  to  this
convertible  feature,  a debt  discount of $50,000 was  calculated in accordance
with  EITF  00-27 and is being  amortized  over the life of the  debenture.  The
amortization  is being  recorded  as  interest  expense  and  totaled $0 for the
quarter ended March 31, 2009.

In connection  with this  transaction,  200,000  warrants to purchase the common
stock of the  Company at $.25 were  issued  with an  expiration  date of May 21,
2012. Utilizing the Black-Scholes valuation model and the following assumptions:
estimated  volatility  of 211.36%,  a  contractual  life of five  years,  a zero
dividend rate, 4.76% risk free interest rate, and the fair value of common stock
of $0.10 per share at date of grant,  the Company  determined the allocated fair
value of the warrant to be $19,494.  The Company has  recorded  this amount as a
debt discount and is amortizing it over the term of this Note. The  amortization
is being recorded as interest  expense and has been fully  amortized as of March
31, 2009. The warrant amortization totaled $19,494 as of the quarter ended March
31, 2009. The balance of the note as of March 31, 2009 is $31,925.

On September 17, 2007, the Company  entered into a Convertible  Promissory  Note
for  $30,000 to be paid no later  than  August 28,  2008 with 11%  interest  per
annum.  On December  31,  2007,  the  Company and the Payee  amended the note to
change  the  interest  rate to  10%,  exclude  incentive  payments,  change  the
conversion rate to 60% instead of 50%, and extended the due date to December 31,
2009.  Accrued  interest was also rolled up into the amended note for a new note
balance of $30,629.  The Company has  determined  that these  modified terms are
substantially  different than the original terms as defined in EITF 96-19,  and,
therefore, this renegotiation did result in the recognition of a $10,433 gain as
of the date of the amendment of the note. On February 27, 2009,  the Company and
the Payee amended the note to change the conversion  rate to 75% instead of 60%.
At any time,  the  Payee  may  convert  all or part of the  remaining  principal
balance and accrued  interest into shares of the Company's Common Stock based on
75% of the  average of the  twenty  closing  prices in the past 20 trading  days
immediately  preceding  such  conversion so long as such  conversions  shall not

                                       14
<PAGE>
                 INTERNATIONAL BUILDING TECHNOLOGIES GROUP, INC.
                       FORMERLY MOTORSPORTS EMPORIUM, INC.
                          (A DEVELOPMENT STAGE COMPANY)

            Notes to the Condensed Consolidated Financial Statements
                                 March 31, 2009

exceed 4.99% of the then outstanding common stock of the Company. In relation to
this  convertible  feature,  a  debt  discount  of  $13,735  was  calculated  in
accordance  with  EITF  00-27  and is  being  amortized  over  the  life  of the
debenture.  The  amortization is being recorded as interest  expense and totaled
$144 for the  quarter  ended  March  31,  2009.  The debt  discount  of $765 was
reversed against  additional-paid-in capital with beneficial conversion feature.
During  the  first  quarter,  the note  holder  converted  a total of  $4,000 in
principal and interest payments.

In connection  with this  transaction,  120,000  warrants to purchase the common
stock of the Company at $.25 were issued with an  expiration  date of  September
17,  2012.  Utilizing  the  Black-Scholes  valuation  model  and  the  following
assumptions:  estimated volatility of 299.55%, a contractual life of five years,
a zero  dividend  rate,  4.21% risk free  interest  rate,  and the fair value of
common  stock of $0.02 per share at date of grant,  the Company  determined  the
allocated fair value of the warrant to be $2,634.  The Company has recorded this
amount as a debt discount and is  amortizing  the debt discount over the term of
this Note. The  amortization  is being recorded as interest  expense and totaled
$5,042  for the  quarter  ended  March 31,  2009.  The  warrant  has been  fully
amortized as of March 31, 2009.  The balance of the note as of March 31, 2009 is
$1,432.

On January 16, 2008, the Company  entered into a Promissory  Note for $12,500 to
be paid no later  than  December  31,  2009  with an  interest  rate of 10%.  On
February  27,  2009,  the Company  and the Payee  amended the note to change the
conversion rate to 75% instead of 60%. At any time, the Payee may convert all or
part of the remaining  principal balance and accrued interest into shares of the
Company's  Common Stock based on 75% of the average of the twenty closing prices
in the past 20 trading days  immediately  preceding  such  conversion so long as
such conversions shall not exceed 4.99% of the then outstanding  common stock of
the  Company.  In  relation  to the  convertible  feature of this  note,  a debt
discount of $12,500 was  calculated in  accordance  with EITF 00-27 and is being
amortized over the life of the debenture.  The amortization is being recorded as
interest  expense and totaled  $2,317 for the quarter ended March 31, 2009.  The
balance of the note is $1,303 as of March 31, 2009.

On August 1, 2008, the Company  entered into a Promissory Note for $15,000 to be
paid no later than August 1, 2009 with an interest  rate of 10%. On February 27,
2009, the Company and the Payee amended the note to change the  conversion  rate
to 75%  instead of 60%.  At any time,  the Payee may  convert all or part of the
remaining  principal  balance and accrued  interest into shares of the Company's
Common  Stock  based on 75% of the average of the twenty  closing  prices in the
past 20 trading  days  immediately  preceding  such  conversion  so long as such
conversions  shall not exceed 4.99% of the then outstanding  common stock of the
Company. In relation to the convertible feature of this note, a debt discount of
$15,000 was calculated in accordance with EITF 00-27 and is being amortized over
the life of the  debenture.  The  amortization  is being  recorded  as  interest
expense and totaled $5,480 for the year ended March 31, 2009. The balance of the
note is $3,097 as of March 31, 2009.

On May 21, 2007,  the Company  entered into a Promissory  Note for $30,000 to be
paid no later than March 20, 2008 with an interest  rate of 11%. On December 31,
2007,  the Company and the Payee amended the note to change the interest rate to
10%, exclude incentive  payments,  extend the due date to December 31, 2009, and
to insert a  conversion  clause which allows the Payee to convert all or part of
the remaining  principal  balance and accrued interest into the Company's Common
Stock based on 50% of the average of the lowest three  closing bid prices in the
past five trading days  immediately  preceding  such  conversion so long as such
conversions  shall not exceed 4.99% of the then outstanding  Common Stock of the
Company.  On February  27, 2009,  the Company and the Payee  amended the note to
change the  conversion  rate to 75% instead of 50%.  At any time,  the Payee may
convert all or part of the remaining principal balance and accrued interest into
shares of the  Company's  Common Stock based on 75% of the average of the twenty
closing prices in the past 20 trading days immediately preceding such conversion
so long as such  conversions  shall  not  exceed  4.99% of the then  outstanding
common  stock of the  Company.  Accrued  interest  was also  rolled  up into the
amended note for a new note balance of $32,017.  The Company has determined that

                                       15
<PAGE>
                 INTERNATIONAL BUILDING TECHNOLOGIES GROUP, INC.
                       FORMERLY MOTORSPORTS EMPORIUM, INC.
                          (A DEVELOPMENT STAGE COMPANY)

            Notes to the Condensed Consolidated Financial Statements
                                 March 31, 2009

these modified terms are not substantially  different than the original terms as
defined in EITF 96-19, and, therefore,  this renegotiation did not result in the
recognition  of a gain or loss. In relation to the  convertible  feature of this
note, a debt discount of $32,017 was  calculated  in accordance  with EITF 00-27
and is being amortized over the life of the debenture. The amortization is being
recorded as interest  expense and totaled $7,645 for the quarter ended March 31,
2009 and for the  period  from  inception  to March  31,  2009.  Initially,  the
Company's President,  Kenneth Yeung,  personally borrowed the money and invested
the  amount  into the  Company.  Due to a change in the  business,  the  Company
decided on May 21, 2007 to assume the note and entered  into a  promissory  note
with the lender. The Note is secured with the Preferred Series C shares owned by
the President.

In connection  with this  transaction,  120,000  warrants to purchase the common
stock of the  Company at $.25 were  issued  with an  expiration  date of May 20,
2012. Utilizing the Black-Scholes valuation model and the following assumptions:
estimated  volatility  of 211.36%,  a  contractual  life of five  years,  a zero
dividend rate, 4.71% risk free interest rate, and the fair value of common stock
of $0.10 per share at date of grant,  the Company  determined the allocated fair
value of the warrant to be $11,696.  The Company has  recorded  this amount as a
debt  discount and is  amortizing  the debt discount over the term of this Note.
The  warrant  amortization  totaled  $4,950 as of the  quarter  ended  March 31,
2009.The balance of the note is $3,337 as of March 31, 2009.

On May 21, 2007,  the Company  entered into a Promissory  Note for $97,500 to be
paid no later than May 20,  2008 with an interest  rate of 11%. On December  31,
2007,  the Company and the Payee amended the note to change the interest rate to
10%, exclude incentive  payments,  extend the due date to December 31, 2009, and
to insert a  conversion  clause which allows the Payee to convert all or part of
the remaining  principal  balance and accrued interest into the Company's Common
Stock based on 50% of the average of the lowest three  closing bid prices in the
past five trading days  immediately  preceding  such  conversion so long as such
conversions  shall not exceed 4.99% of the then outstanding  Common Stock of the
Company.  On February  27, 2009,  the Company and the Payee  amended the note to
change the  conversion  rate to 75% instead of 50%.  At any time,  the Payee may
convert all or part of the remaining principal balance and accrued interest into
shares of the  Company's  Common Stock based on 75% of the average of the twenty
closing prices in the past 20 trading days immediately preceding such conversion
so long as such  conversions  shall  not  exceed  4.99% of the then  outstanding
common  stock of the  Company.  Accrued  interest  was also  rolled  up into the
amended note for a new note balance of $104,054. The Company has determined that
these modified terms are not substantially  different than the original terms as
defined in EITF 96-19, and, therefore,  this renegotiation did not result in the
recognition  of a gain or loss. In relation to the  convertible  feature of this
note, a debt discount of $62,003 was  calculated  in accordance  with EITF 00-27
and is being amortized over the life of the debenture. The amortization is being
recorded as interest expense and totaled $11,463 for the quarter ended March 31,
2009.

In connection  with this  transaction,  390,000  warrants to purchase the common
stock of the  Company at $0.25 were issued  with an  expiration  date of May 21,
2012. Utilizing the Black-Scholes valuation model and the following assumptions:
estimated  volatility  of 211.36%,  a  contractual  life of five  years,  a zero
dividend rate, 4.71% risk free interest rate, and the fair value of common stock
of $0.10 per share at date of grant,  the Company  determined the allocated fair
value of the warrant to be $38,012.  The Company has  recorded  this amount as a
debt  discount and is  amortizing  the debt discount over the term of this Note.
The  amortization is being recorded as interest  expense and was fully amortized
as of the second quarter 2008. The warrant  amortization  totaled  $38,012 as of
the quarter  ended March 31, 2009.  During the first  quarter of 2009,  the note
Holder  converted a total of $4,500 of principal  and interest  payments.  As of
March 31, 2009, the balance of the note was $6,463.

On June 1, 2007,  the Company  entered into a Promissory  Note for $10,000 to be
paid no later than June 1, 2008 with an interest  rate of 11%.  On December  31,
2007,  the Company and the Payee amended the note to change the interest rate to
10%, exclude incentive  payments,  extend the due date to December 31, 2009, and

                                       16
<PAGE>
                 INTERNATIONAL BUILDING TECHNOLOGIES GROUP, INC.
                       FORMERLY MOTORSPORTS EMPORIUM, INC.
                          (A DEVELOPMENT STAGE COMPANY)

            Notes to the Condensed Consolidated Financial Statements
                                 March 31, 2009

to insert a  conversion  clause which allows the Payee to convert all or part of
the remaining  principal  balance and accrued interest into the Company's Common
Stock based on 50% of the average of the lowest three  closing bid prices in the
past five trading days  immediately  preceding  such  conversion so long as such
conversions  shall not exceed 4.99% of the then outstanding  Common Stock of the
Company.  On February  27, 2009,  the Company and the Payee  amended the note to
change the  conversion  rate to 75% instead of 50%.  At any time,  the Payee may
convert all or part of the remaining principal balance and accrued interest into
shares of the  Company's  Common Stock based on 75% of the average of the twenty
closing prices in the past 20 trading days immediately preceding such conversion
so long as such  conversions  shall  not  exceed  4.99% of the then  outstanding
common  stock of the  Company.  Accrued  interest  was also  rolled  up into the
amended note for a new note balance of $10,642.  The Company has determined that
these  modified  terms are  substantially  different  than the original terms as
defined  in  EITF  96-19,  and,  therefore,  this  renegotiation  result  in the
recognition  of a $4,511 loss as of the date of the  amendment  of the note.  In
relation to the convertible feature of this note, a debt discount of $10,642 was
calculated in accordance with EITF 00-27 and is being amortized over the life of
the  debenture.  The  amortization  is being  recorded as  interest  expense and
totaled $1,954 for the quarter ended March 31, 2009. The balance of the note was
$1,109 as of March 31, 2009.

On January 16, 2008, the Company  entered into a Promissory  Note for $17,500 to
be paid no later  than  December  31,  2009  with an  interest  rate of 10%.  On
February  28,  2009,  the Company  and the Payee  amended the note to change the
conversion rate to 75% instead of 60%. At any time, the Payee may convert all or
part of the remaining  principal balance and accrued interest into shares of the
Company's  Common Stock based on 75% of the average of the twenty closing prices
in the past 20 trading days  immediately  preceding  such  conversion so long as
such conversions shall not exceed 4.99% of the then outstanding  common stock of
the  Company.  In  relation  to the  convertible  feature of this  note,  a debt
discount of $9,458 was  calculated  in  accordance  with EITF 00-27 and is being
amortized over the life of the debenture.  The amortization is being recorded as
interest  expense and totaled  $1,479 for the quarter ended March 31, 2009.  The
balance of the note as of March 31, 2009 is $986.

On September 17, 2007, the Company  entered into a Convertible  Promissory  Note
for  $36,000 to be paid no later  than  August 28,  2008 with 11%  interest  per
annum.  On December  31,  2007,  the  Company and the Payee  amended the note to
change  the  interest  rate to  10%,  exclude  incentive  payments,  change  the
conversion rate to 60% instead of 50%, and extended the due date to December 31,
2009.  Accrued  interest was also rolled up into the amended note for a new note
balance of $37,133.  The Company has  determined  that these  modified terms are
substantially  different than the original terms as defined in EITF 96-19,  and,
therefore, this renegotiation did result in the recognition of a $11,913 gain as
of the date of the amendment of the note. On February 27, 2009,  the Company and
the Payee amended the note to change the conversion  rate to 75% instead of 60%.
At any time,  the  Payee  may  convert  all or part of the  remaining  principal
balance and accrued  interest into shares of the Company's Common Stock based on
75% of the  average of the  twenty  closing  prices in the past 20 trading  days
immediately  preceding  such  conversion so long as such  conversions  shall not
exceed 4.99% of the then outstanding common stock of the Company. In relation to
this  convertible  feature,  a  debt  discount  of  $33,972  was  calculated  in
accordance  with  EITF  00-27  and is  being  amortized  over  the  life  of the
debenture.  The  amortization is being recorded as interest  expense and totaled
$5,356 for the quarter ended March 31, 2009.

In connection  with this  transaction,  144,000  warrants to purchase the common
stock of the Company at $.25 were issued with an  expiration  date of  September
17,  2012.  Utilizing  the  Black-Scholes  valuation  model  and  the  following
assumptions:  estimated volatility of 299.55%, a contractual life of five years,
a zero  dividend  rate,  4.21% risk free  interest  rate,  and the fair value of
common  stock of $0.02 per share at date of grant,  the Company  determined  the
allocated fair value of the warrant to be $3,161.  The Company has recorded this
amount as a debt discount and is  amortizing  the debt discount over the term of
this note. The warrant has been fully amortized as of March 31, 2009.

                                       17
<PAGE>
                 INTERNATIONAL BUILDING TECHNOLOGIES GROUP, INC.
                       FORMERLY MOTORSPORTS EMPORIUM, INC.
                          (A DEVELOPMENT STAGE COMPANY)

            Notes to the Condensed Consolidated Financial Statements
                                 March 31, 2009

The  amortization  is being recorded as interest  expense and totaled $1,814 for
the  quarter  ended March 31,  2009.  The debt  discount of $9,606 was  reversed
against  additional-paid-in  capital with  beneficial  conversion  feature.  The
balance of the note as of March 31, 2009 was $6,702.

On October 28, 2008, the Company entered into a Promissory Note for $5,000 to be
paid no later than  December 31, 2009 with an interest  rate of 10%. On February
27, 2009,  the Company and the Payee  amended the note to change the  conversion
rate to 75%  instead of 65%.  At any time,  the Payee may convert all or part of
the  remaining  principal  balance  and  accrued  interest  into  shares  of the
Company's  Common Stock based on 75% of the average of the twenty closing prices
in the past 20 trading days  immediately  preceding  such  conversion so long as
such conversions shall not exceed 4.99% of the then outstanding  common stock of
the  Company.  In  relation  to the  convertible  feature of this  note,  a debt
discount of $5,000 was  calculated  in  accordance  with EITF 00-27 and is being
amortized over the life of the debenture.  The amortization is being recorded as
interest  expense and totaled  $1,281 for the quarter ended March 31, 2009.  The
balance of the note was $658 as of March 31, 2009.

On April 3, 2008, the Company  entered into a Promissory  Note for $10,000 to be
paid no later than  December 31, 2009 with an interest  rate of 10%. On February
27, 2009,  the Company and the Payee  amended the note to change the  conversion
rate to 75%  instead of 50%.  At any time,  the Payee may convert all or part of
the  remaining  principal  balance  and  accrued  interest  into  shares  of the
Company's  Common Stock based on 75% of the average of the twenty closing prices
in the past 20 trading days  immediately  preceding  such  conversion so long as
such conversions shall not exceed 4.99% of the then outstanding  common stock of
the  Company.  In  relation  to the  convertible  feature of this  note,  a debt
discount of $10,000 was  calculated in  accordance  with EITF 00-27 and is being
amortized over the life of the debenture.  The amortization is being recorded as
interest expense and totaled $911 for the quarter ended March 31, 2009. The debt
discount  of  $1,953  was  reversed  against   additional-paid-in  capital  with
beneficial  conversion  feature.  The balance of the note was $1,042 as of March
31, 2009.

On August 21, 2006, the Company issued a $250,000  convertible note payable with
an interest rate of 10% to a shareholder and an entity owned by such shareholder
in exchange for the retirement of the shareholder's Series B preferred stock and
all related accrued  interest.  On March 14, 2007, the Note was amended with the
monthly  payments of $4,395 or more deferred until June 1, 2007 and the due date
extended from August 30, 2007 to May 30, 2008.  On March 26, 2007,  the Note was
bifurcated into two separate notes with all prior unpaid  principal and interest
rolled up into these two notes.  On April 26, 2008, the parties agreed to extend
the maturity of the note to June 30, 2009. At any time after giving notice,  the
Holder  has the option to convert  all or part of the  remaining  balance of the
note into common stock of the Company  based on 75% of the average of the lowest
five closing bid prices in the past 20 trading days  immediately  preceding such
conversion  so long as such  conversion  shall  not  exceed  4.99%  of the  then
outstanding  shares of common stock of the Company.  A debt discount of $239,556
was  calculated  in  accordance  with  Emerging  Issues  Task  Force No.  00-27,
"Application  of Issue  No.  98-5 to  Certain  Convertible  Instruments"  ("EITF
00-27"), and is being amortized over the life of the debenture. The amortization
is being recorded as interest expense and totaled $0 for the quarter ended March
31, 2009 and for the period from inception to March 31,  2009.During  the second
quarter  of 2007,  one of the two notes  was fully  paid off and as of March 31,
2009 the principal balance on the remaining note was $66,107.  The balance of on
the remaining note is $66,107 as of March 31, 2009.

On August 1, 2008, the Company  entered into a Promissory Note for $13,000 to be
paid no later than August 1, 2009 with an interest  rate of 10%. On February 27,
2009, the Company and the Payee amended the note to change the  conversion  rate
to 75%  instead of 60%.  At any time,  the Payee may  convert all or part of the
remaining  principal  balance and accrued  interest into shares of the Company's
Common  Stock  based on 75% of the average of the twenty  closing  prices in the
past 20 trading  days  immediately  preceding  such  conversion  so long as such
conversions  shall not exceed 4.99% of the then outstanding  common stock of the
Company. In relation to the convertible feature of this note, a debt discount of

                                       18
<PAGE>
                 INTERNATIONAL BUILDING TECHNOLOGIES GROUP, INC.
                       FORMERLY MOTORSPORTS EMPORIUM, INC.
                          (A DEVELOPMENT STAGE COMPANY)

            Notes to the Condensed Consolidated Financial Statements
                                 March 31, 2009

$13,000 was calculated in accordance with EITF 00-27 and is being amortized over
the life of the  debenture.  The  amortization  is being  recorded  as  interest
expense and totaled  $4,750 for the quarter ended March 31, 2009. The balance of
the note was $2,684 as of March 31, 2009.

On February 27, 2008, the Company  entered into a Promissory Note for $10,000 to
be paid no later  than  December  31,  2009  with an  interest  rate of 10%.  On
February  27,  2009,  the Company  and the Payee  amended the note to change the
conversion rate to 75% instead of 60%. At any time, the Payee may convert all or
part of the remaining  principal balance and accrued interest into shares of the
Company's  Common Stock based on 75% of the average of the twenty closing prices
in the past 20 trading days  immediately  preceding  such  conversion so long as
such conversions shall not exceed 4.99% of the then outstanding  common stock of
the  Company.  In  relation  to the  convertible  feature of this  note,  a debt
discount of $7,209 was  calculated  in  accordance  with EITF 00-27 and is being
amortized over the life of the debenture.  The amortization is being recorded as
interest  expense and totaled  $1,234 for the quarter ended March 31, 2009.  The
balance of the note as of March 31, 2009 was $751.

On February 12, 2008, the Company  entered into a Promissory Note for $25,000 to
be paid no later  than  December  31,  2009  with an  interest  rate of 10%.  On
February  27,  2009,  the Company  and the Payee  amended the note to change the
conversion rate to 75% instead of 60%. At any time, the Payee may convert all or
part of the remaining  principal balance and accrued interest into shares of the
Company's  Common Stock based on 75% of the average of the twenty closing prices
in the past 20 trading days  immediately  preceding  such  conversion so long as
such conversions shall not exceed 4.99% of the then outstanding  common stock of
the  Company.  In  relation  to the  convertible  feature of this  note,  a debt
discount of $23,847 was  calculated in  accordance  with EITF 00-27 and is being
amortized over the life of the debenture.  The amortization is being recorded as
interest  expense and totaled  $4,435 for the quarter ended March 31, 2009.  The
balance of the note was $2,486 as of March 31, 2009.

On March 13, 2008, the Company  entered into a Promissory Note for $20,000 to be
paid no later than  December 31, 2009 with an interest  rate of 10%. On February
27, 2009,  the Company and the Payee  amended the note to change the  conversion
rate to 75%  instead of 60%.  At any time,  the Payee may convert all or part of
the  remaining  principal  balance  and  accrued  interest  into  shares  of the
Company's  Common Stock based on 75% of the average of the twenty closing prices
in the past 20 trading days  immediately  preceding  such  conversion so long as
such conversions shall not exceed 4.99% of the then outstanding  common stock of
the  Company.  In  relation  to the  convertible  feature of this  note,  a debt
discount of $20,000 was  calculated in  accordance  with EITF 00-27 and is being
amortized over the life of the debenture.  The amortization is being recorded as
interest  expense and totaled  $3,848 for the quarter ended March 31, 2009.  The
balance of the note was $2,085 as of March 31, 2009.

On April 2, 2008, the Company  entered into a Promissory  Note for $25,000 to be
paid no later than  December 31, 2009 with an interest  rate of 10%. On February
27, 2009,  the Company and the Payee  amended the note to change the  conversion
rate to 75%  instead of 50%.  At any time,  the Payee may convert all or part of
the  remaining  principal  balance  and  accrued  interest  into  shares  of the
Company's  Common Stock based on 75% of the average of the twenty closing prices
in the past 20 trading days  immediately  preceding  such  conversion so long as
such conversions shall not exceed 4.99% of the then outstanding  common stock of
the  Company.  In  relation  to the  convertible  feature of this  note,  a debt
discount of $25,000 was  calculated in  accordance  with EITF 00-27 and is being
amortized over the life of the debenture.  The amortization is being recorded as
interest  expense and totaled  $4,879 for the quarter ended March 31, 2009.  The
balance of the note was $2,606 as of March 31, 2009.

On April 24, 2008, the Company  entered into a Promissory Note for $70,000 to be
paid no later than  December 31, 2009 with an interest  rate of 10%. On February
27, 2009,  the Company and the Payee  amended the note to change the  conversion
rate to 75%  instead of 60%.  At any time,  the Payee may convert all or part of
the  remaining  principal  balance  and  accrued  interest  into  shares  of the

                                       19
<PAGE>
                 INTERNATIONAL BUILDING TECHNOLOGIES GROUP, INC.
                       FORMERLY MOTORSPORTS EMPORIUM, INC.
                          (A DEVELOPMENT STAGE COMPANY)

            Notes to the Condensed Consolidated Financial Statements
                                 March 31, 2009

Company's  Common Stock based on 75% of the average of the twenty closing prices
in the past 20 trading days  immediately  preceding  such  conversion so long as
such conversions shall not exceed 4.99% of the then outstanding  common stock of
the  Company.  In  relation  to the  convertible  feature of this  note,  a debt
discount of $70,000 was  calculated in  accordance  with EITF 00-27 and is being
amortized over the life of the debenture.  The amortization is being recorded as
interest  expense and totaled  $11,416 for the quarter ended March 31, 2009. The
balance of the note was $7,296 as of March 31, 2009.

On November 21, 2007, the Company entered into a Convertible Promissory Note for
$50,000 to be paid no later than  November 21, 2008 with 11% interest per annum.
On December 31, 2007,  the Company and the Payee  amended the note to change the
interest rate to 10%, exclude incentive payments,  change the conversion rate to
60% instead of 50%, and  extended  the due date to December  31,  2009.  Accrued
interest  was also  rolled up into the  amended  note for a new note  balance of
$50,603.  The Company has determined that these modified terms are substantially
different than the original terms as defined in EITF 96-19, and, therefore, this
renegotiation  did result in the recognition of a $18,083 gain as of the date of
the  amendment  of the note.  On February  27,  2009,  the Company and the Payee
amended  the note to change the  conversion  rate to 75%  instead of 60%. At any
time, the Payee may convert all or part of the remaining  principal  balance and
accrued  interest into shares of the Company's  Common Stock based on 75% of the
average of the twenty  closing  prices in the past 20 trading  days  immediately
preceding such conversion so long as such conversions  shall not exceed 4.99% of
the  then  outstanding  common  stock  of  the  Company.  In  relation  to  this
convertible  feature,  a debt  discount of $36,867 was  calculated in accordance
with EITF 00-27 and is being  amortized over the life of the  debenture.  During
the first quarter,  the note holder converted a total of $4,000 in principal and
interest payments.

In connection  with this  transaction,  200,000  warrants to purchase the common
stock of the Company at $.25 were issued with an expiration date of November 21,
2012. Utilizing the Black-Scholes valuation model and the following assumptions:
estimated  volatility  of 332.74%,  a  contractual  life of five  years,  a zero
dividend rate,  3.4% risk free interest rate, and the fair value of common stock
of $0.0021 per share at date of grant, the Company determined the allocated fair
value of the warrant to be $419.  The Company has recorded this amount as a debt
discount and is amortizing  the debt  discount  over the term of this Note.  The
amortization  is being  recorded as  interest  expense of $8,190 for the quarter
ended March 31, 2009. The balance of the note as of March 31, 2009 was $5,472.

On May 8, 2007 the  Company  amended an  earlier  Promissory  Note for  $129,240
($121,920 in principal and $7,320 accrued interest). Furthermore, on May 8, 2007
the Company bifurcated the Note and entered into two separate Notes: (i) one for
$100,000 with 5% interest  pursuant to which the Company is obligated to make 24
monthly  principal and interest  payments of $4,387 commencing July 1, 2007 with
final  payment  July 1, 2009 and (ii) a second Note for $29,240 with 5% interest
pursuant  to which the Company is  obligated  to make 24 monthly  principal  and
interest  payments of $1,283  commencing July 1, 2007 with final payment July 1,
2009 (this  second Note is payable to a  shareholder).  At any time after giving
notice, the Holder has the option to convert all or part of the accrued interest
and remaining principal of either note based on 70% of the average of the lowest
5 closing  bid prices in the past 20 trading  days  immediately  preceding  such
conversion  so long as the total number of shares  issued to Holder will be such
that the number of shares  beneficially  owned by Holder will be less than 4.99%
of the  outstanding  common  shares of the Company.  On February  27, 2009,  the
Company  and the Payee  amended  the note to change the  conversion  rate to 75%
instead of 60%. At any time,  the Payee may convert all or part of the remaining
principal balance and accrued interest into shares of the Company's Common Stock
based on 75% of the average of the twenty  closing prices in the past 20 trading
days immediately preceding such conversion so long as such conversions shall not
exceed 4.99% of the then  outstanding  common stock of the Company.  The Company
has determined  that these modified terms are  substantially  different than the
original terms as defined in the Emerging Issues Task Force No. 96-19, "Debtor's
Accounting for a Modification or Exchange of Debt  Instruments"  ("EITF 96-19"),
and, therefore,  this renegotiation result in the recognition of a $129,240 loss
as of the date of the  amendment  of the note.  A debt  discount  of $73,977 was

                                       20
<PAGE>
                 INTERNATIONAL BUILDING TECHNOLOGIES GROUP, INC.
                       FORMERLY MOTORSPORTS EMPORIUM, INC.
                          (A DEVELOPMENT STAGE COMPANY)

            Notes to the Condensed Consolidated Financial Statements
                                 March 31, 2009

calculated in accordance  with EITF 00-27,  and is being amortized over the life
of the debenture.  The  amortization  is being recorded as interest  expense and
totaled  $3,211 for the  quarter  ended  March 31,  2009 and for the period from
inception to March 31, 2009.  During the fiscal year, the note Holders converted
a total of $0 of principal  and  interest  payments.  As of March 31, 2009,  the
second note in the amount of $22,302  has been paid in full.  The balance of the
remaining note was $19,091 as of March 31, 2009.

On October 5, 2007, the Company entered into a Promissory Note for $60,000 to be
paid no later than  August 5, 2008 with an interest  rate of 13.2%.  On December
31, 2007, the Company and the Payee amended the note to change the interest rate
to 10%, exclude  incentive  payments,  extend the due date to December 31, 2009,
and to insert a conversion  clause which allows the Payee to convert all or part
of the  remaining  principal  balance and accrued  interest  into the  Company's
Common Stock based on 50% of the average of the lowest three  closing bid prices
in the past five trading days  immediately  preceding such conversion so long as
such conversions shall not exceed 4.99% of the then outstanding  Common Stock of
the Company. On February 27, 2009, the Company and the Payee amended the note to
change the  conversion  rate to 75% instead of 50%.  At any time,  the Payee may
convert all or part of the remaining principal balance and accrued interest into
shares of the  Company's  Common Stock based on 75% of the average of the twenty
closing prices in the past 20 trading days immediately preceding such conversion
so long as such  conversions  shall  not  exceed  4.99% of the then  outstanding
common  stock of the  Company.  Accrued  interest  was also  rolled  up into the
amended note for a new note balance of $61,870.  The Company has determined that
these  modified  terms are  substantially  different  than the original terms as
defined  in  EITF  96-19,  and,  therefore,  this  renegotiation  result  in the
recognition  of a $25,524 loss as of the date of the  amendment of the note.  In
relation to the convertible feature of this note, a debt discount of $32,828 was
calculated in accordance with EITF 00-27 and is being amortized over the life of
the debenture.

In connection  with this  transaction,  240,000  warrants to purchase the common
stock of the Company at $.25 were issued  with an  expiration  date of August 5,
2012. Utilizing the Black-Scholes valuation model and the following assumptions:
estimated  volatility  of 332.74%,  a  contractual  life of five  years,  a zero
dividend rate, 4.33% risk free interest rate, and the fair value of common stock
of $0.014 per share at date of grant, the Company  determined the allocated fair
value of the warrant to be $3,358.  The Company  has  recorded  this amount as a
debt  discount and is  amortizing  the debt discount over the term of this note.
The  amortization is being recorded as interest expense of $4,067 as of the year
ended March 31, 2009. The warrant has been fully amortized as of March 31, 2009.
During the first quarter of 2009, the note holder converted a total of $7,478 in
principal and interest payments.  The balance of the note was $3,422 as of March
31, 2009.

On March 18, 2008, the Company  entered into a Promissory Note for $10,000 to be
paid no later than  December 31, 2009 with an interest  rate of 10%. On February
27, 2009,  the Company and the Payee  amended the note to change the  conversion
rate to 75%  instead of 60%.  At any time,  the Payee may convert all or part of
the  remaining  principal  balance  and  accrued  interest  into  shares  of the
Company's  Common Stock based on 75% of the average of the twenty closing prices
in the past 20 trading days  immediately  preceding  such  conversion so long as
such conversions shall not exceed 4.99% of the then outstanding  common stock of
the  Company.  In  relation  to the  convertible  feature of this  note,  a debt
discount of $10,000 was  calculated in  accordance  with EITF 00-27 and is being
amortized over the life of the debenture.  The amortization is being recorded as
interest  expense and totaled  $1,884 for the quarter ended March 31, 2009.  The
balance of the note was $1,042 as of March 31, 2009.

On October 29, 2008, the Company  entered into a Promissory  Note for $15,000 to
be paid no later than October 29, 2009 with an interest rate of 10%. On February
27, 2009,  the Company and the Payee  amended the note to change the  conversion
rate to 75%  instead of 65%.  At any time,  the Payee may convert all or part of
the  remaining  principal  balance  and  accrued  interest  into  shares  of the
Company's  Common Stock based on 75% of the average of the twenty closing prices
in the past 20 trading days  immediately  preceding  such  conversion so long as

                                       21
<PAGE>
                 INTERNATIONAL BUILDING TECHNOLOGIES GROUP, INC.
                       FORMERLY MOTORSPORTS EMPORIUM, INC.
                          (A DEVELOPMENT STAGE COMPANY)

            Notes to the Condensed Consolidated Financial Statements
                                 March 31, 2009


such conversions shall not exceed 4.99% of the then outstanding  common stock of
the  Company.  In  relation  to the  convertible  feature of this  note,  a debt
discount of $15,000 was  calculated in  accordance  with EITF 00-27 and is being
amortized over the life of the debenture.  The amortization is being recorded as
interest  expense and totaled  $3,699 for the quarter ended March 31, 2009.  The
balance of the note was $1,315 as of March 31, 2009.

On November 30, 2007, the Company entered into a Convertible Promissory Note for
$50,000 to be paid no later than  November 30, 2008 with 11% interest per annum.
On December 31, 2007,  the Company and the Payee  amended the note to change the
interest rate to 10%, exclude incentive payments,  change the conversion rate to
60% instead of 50%, and  extended  the due date to December  31,  2009.  Accrued
interest  was also  rolled up into the  amended  note for a new note  balance of
$50,240.   The  Company  has  determined  that  these  modified  terms  are  not
substantially  different than the original terms as defined in EITF 96-19,  and,
therefore,  this  renegotiation  did not result in the  recognition of a gain or
loss. On February 27, 2009, the Company and the Payee amended the note to change
the  conversion  rate to 75% instead of 60%. At any time,  the Payee may convert
all or part of the remaining  principal balance and accrued interest into shares
of the Company's  Common Stock based on 75% of the average of the twenty closing
prices in the past 20 trading days immediately preceding such conversion so long
as such conversions shall not exceed 4.99% of the then outstanding  common stock
of the Company.  In relation to this  convertible  feature,  a debt  discount of
$47,842 was calculated in accordance with EITF 00-27 and is being amortized over
the life of the debenture.

In connection  with this  transaction,  200,000  warrants to purchase the common
stock of the Company at $.25 were issued with an expiration date of November 30,
2012. Utilizing the Black-Scholes valuation model and the following assumptions:
estimated  volatility  of 332.74%,  a  contractual  life of five  years,  a zero
dividend rate, 3.41% risk free interest rate, and the fair value of common stock
of $0.012 per share at date of grant, the Company  determined the allocated fair
value of the warrant to be $2,398.  The Company  has  recorded  this amount as a
debt  discount and is  amortizing  the debt discount over the term of this Note.
The  amortization  is being recorded as interest  expense and totaled $8,783 for
the quarter from inception to March 31, 2009. The balance of the note was $7,384
as of March 31, 009.

SHORT TERM NOTES PAYABLE

On April 5, 2008, the Company  entered into a Promissory  Note for $50,000 to be
paid no later than  December 31, 2009 with an interest  rate of 10%. On February
27, 2009,  the Company and the Payee  amended the note to change the  conversion
rate to 75%  instead of 60%.  At any time,  the Payee may convert all or part of
the  remaining  principal  balance  and  accrued  interest  into  shares  of the
Company's  Common Stock based on 75% of the average of the twenty closing prices
in the past 20 trading days  immediately  preceding  such  conversion so long as
such conversions shall not exceed 4.99% of the then outstanding  common stock of
the  Company.  In  relation  to the  convertible  feature of this  note,  a debt
discount of $50,000 was  calculated in  accordance  with EITF 00-27 and is being
amortized over the life of the debenture.  The amortization is being recorded as
interest  expense and totaled  $9,779 for the quarter ended March 31, 2009.  The
balance of the note was $5,212 as of March 31, 2009.

On April 5, 2008, the Company  entered into a Promissory  Note for $50,000 to be
paid no later than  December 31, 2009 with an interest  rate of 10%. On February
27, 2009,  the Company and the Payee  amended the note to change the  conversion
rate to 75%  instead of 60%.  At any time,  the Payee may convert all or part of
the  remaining  principal  balance  and  accrued  interest  into  shares  of the
Company's  Common Stock based on 75% of the average of the twenty closing prices
in the past 20 trading days  immediately  preceding  such  conversion so long as
such conversions shall not exceed 4.99% of the then outstanding  common stock of
the  Company.  In  relation  to the  convertible  feature of this  note,  a debt
discount of $50,000 was  calculated in  accordance  with EITF 00-27 and is being

                                       22
<PAGE>
                 INTERNATIONAL BUILDING TECHNOLOGIES GROUP, INC.
                       FORMERLY MOTORSPORTS EMPORIUM, INC.
                          (A DEVELOPMENT STAGE COMPANY)

            Notes to the Condensed Consolidated Financial Statements
                                 March 31, 2009

amortized over the life of the debenture.  The amortization is being recorded as
interest expense and totaled $9,779 for the quarter ended March 31, 2009 and for
the period from  inception to March 31, 2009. The balance of the note was $5,212
as of March 31, 2009.

On July 8, 2008,  the Company  entered into a Promissory  Note for $15,000 to be
paid no later than  December 31, 2009 with an interest  rate of 10%. On February
27, 2009,  the Company and the Payee  amended the note to change the  conversion
rate to 75%  instead of 60%.  At any time,  the Payee may convert all or part of
the  remaining  principal  balance  and  accrued  interest  into  shares  of the
Company's  Common Stock based on 75% of the average of the twenty closing prices
in the past 20 trading days  immediately  preceding  such  conversion so long as
such conversions shall not exceed 4.99% of the then outstanding  common stock of
the  Company.  In  relation  to the  convertible  feature of this  note,  a debt
discount of $15,000 was  calculated in  accordance  with EITF 00-27 and is being
amortized over the life of the debenture.  The amortization is being recorded as
interest  expense and totaled  $3,172 for the quarter ended March 31, 2009.  The
balance of the note was $1,564 as of March 31, 2009.

On April 5, 2008, the Company  entered into a Promissory  Note for $10,000 to be
paid no later than  December 31, 2009 with an interest  rate of 10%. On February
27, 2009,  the Company and the Payee  amended the note to change the  conversion
rate to 75%  instead of 60%.  At any time,  the Payee may convert all or part of
the  remaining  principal  balance  and  accrued  interest  into  shares  of the
Company's  Common Stock based on 75% of the average of the twenty closing prices
in the past 20 trading days  immediately  preceding  such  conversion so long as
such conversions shall not exceed 4.99% of the then outstanding  common stock of
the  Company.  In  relation  to the  convertible  feature of this  note,  a debt
discount of $10,000 was  calculated in  accordance  with EITF 00-27 and is being
amortized over the life of the debenture.  The amortization is being recorded as
interest  expense and totaled  $1,956 for the quarter ended March 31, 2009.  The
balance of the note was $718 as of March 31, 2009.

On December 4, 2008, the Company  entered into a Promissory  Note for $20,500 to
be paid no later  than  December  31,  2009  with an  interest  rate of 10%.  On
February  27,  2009,  the Company  and the Payee  amended the note to change the
conversion rate to 75% instead of 65%. At any time, the Payee may convert all or
part of the remaining  principal balance and accrued interest into shares of the
Company's  Common Stock based on 75% of the average of the twenty closing prices
in the past 20 trading days  immediately  preceding  such  conversion so long as
such conversions shall not exceed 4.99% of the then outstanding  common stock of
the  Company.  In  relation  to the  convertible  feature of this  note,  a debt
discount  of $882 was  calculated  in  accordance  with EITF  00-27 and is being
amortized over the life of the debenture.  The amortization is being recorded as
interest expense and totaled $2,483 for the quarter ended March 31, 2009 and for
the period from  inception to March 31, 2009. The balance of the note was $2,668
as of March 31, 2009.

On February 18, 2009, the Company entered into a non-interest bearing Promissory
Note for $50,000 which is due on demand. There was no conversion feature in this
promissory note.

NOTE 5: STOCKHOLDERS' EQUITY

PREFERRED STOCK

There were no issuances,  amendments  nor  conversions  to any of the classes of
preferred stock for the quarter ended March 31, 2009.

During the first quarter of 2009,  the Company  received  $50,000 as deposit for
the  subscription of preferred  stock.  The details of the issuance of preferred
stock has not been determined as of the filing of this 10-Q.

                                       23
<PAGE>
                 INTERNATIONAL BUILDING TECHNOLOGIES GROUP, INC.
                       FORMERLY MOTORSPORTS EMPORIUM, INC.
                          (A DEVELOPMENT STAGE COMPANY)

            Notes to the Condensed Consolidated Financial Statements
                                 March 31, 2009

COMMON STOCK

During  the  quarter  ended  March  31,  2009,  the  Company  issued  a total of
363,289,530  shares of common  stock  valued at $38,668  for  repayment  of debt
detailed in the following chart:

                     Number of       Aggregate
Date of Issue      Shares Issued    Sales Price        Nature of Transaction
-------------      -------------    -----------        ---------------------
 1/12/2009          37,389,530        $ 7,478     In exchange for debt repayment

 1/19/2009          35,000,000        $ 5,250     In exchange for debt repayment

 2/12/2009          39,900,000        $ 3,990     In exchange for debt repayment

 2/18/2009          35,000,000        $ 2,625     In exchange for debt repayment

 2/23/2009          45,000,000        $ 4,500     In exchange for debt repayment

 3/2/2009           45,000,000        $ 3,375     In exchange for debt repayment

 3/24/2009          40,000,000        $ 4,000     In exchange for debt repayment

 3/24/2009          40,000,000        $ 4,000     In exchange for debt repayment

 3/24/2009          46,000,000        $ 3,450     In exchange for debt repayment
                   -----------        -------

Total              363,289,530        $38,668
                   ===========        =======

NOTE 6: ACQUISITIONS AND INVESTMENTS

INTERNATIONAL BUILDING TECHNOLOGIES, INC.

On May 2, 2007,  the Company  entered into a Stock Sale and  Purchase  Agreement
with Axia Group, Inc. ("Axia"),  IBT and its Hong Kong subsidiary IBT Hong Kong,
pursuant to which the Company acquired  50,000,000  shares of IBT's common stock
(or  approximately  80% of IBT's issued and outstanding  common stock) from Axia
for consideration of $2,300,000 consisting of a (i) $1,000,000  Convertible Note
and  (ii)  20,000,000  common  shares  of  the  Company  valued  at  $1,300,000.
Subsequently, on September 27, 2007, the Company and Axia Group renegotiated the
terms and agreed to rescind the $1,000,000 Convertible Promissory Note, changing
the purchase  price to  $1,300,000.  The value of the  20,000,000  common shares
issued was determined  based on the average market price of the Company's common
shares over the 2-day period before the terms of the acquisition  were agreed to
and announced.

IBT  plans  to  manufacture  and  sell  light  weight  building  panels  used in
construction all over the world. The building panels can be used in a variety of
ways to erect buildings up to six stories tall without the need of a traditional
wood or steel frame  structure.  It is also versatile in its use and can be used
to create unique  architectural  design elements.  Management  believes that the
Company's panel based building  technology  allows for the rapid, cost effective
construction  of  residential,  commercial,  and high-rise  buildings  utilizing

                                       24
<PAGE>
                 INTERNATIONAL BUILDING TECHNOLOGIES GROUP, INC.
                       FORMERLY MOTORSPORTS EMPORIUM, INC.
                          (A DEVELOPMENT STAGE COMPANY)

            Notes to the Condensed Consolidated Financial Statements
                                 March 31, 2009

materials  that  are  greater  in  strength  and   appearance,   economical  and
eco-friendly.  Based  on  standard  building  codes  prescribed  by  authorities
worldwide,   the  Company's   technology   will  meet  and  exceed  the  minimum
requirements.  Based  on the  panel  technologies,  the  Company  also  provides
customers with architectural  design,  panel supply,  installation  supervision,
engineering,  training,  and  technical  support.  IBT  Hong  Kong  has  already
established  business  relationship in securing several contractual rights to do
business in China.

The  acquisition  has  been  accounted  for as a  purchase  in  accordance  with
Statement of Financial  Accounting  Standard No. 141, " Business  Combinations".
The total purchase price was allocated as follows:

                   Cash                         $     6,207
                   Fixed assets                       6,271
                   Other assets                       3,539
                   Current liabilities               (4,294)
                   Minority Interest                (15,000)
                   Goodwill                       1,303,277
                                                -----------

                   Purchase price               $ 1,300,000
                                                ===========

Goodwill  is subject to an annual  impairment  test.  The Company  conducted  an
annual  impairment  test on  goodwill  and  concluded  that  the  impairment  of
$1,303,277 incurred as of December 31, 2008.

Effective March 31, 2008, signed April 23, 2008, both parties agreed that it was
in their best  interest to rescind the Asset Sale and Purchase  Agreement due to
the  underperformance  of the assets and the  inability of the sellers to record
transactions  as necessary to permit  preparation  of  financial  statements  in
conformity  with US GAAP.  Suining Yinfa agreed to return all 350,000  shares of
the Company's Series E Preferred Stock as part of the rescission and the Company
agreed to compensate  Suining  Yinfa for their work and time in connection  with
this  transaction  with 35,000 shares of the Company's Series E Preferred Stock.
The value of the 35,000  shares of the  Company's  Series E  Preferred  Stock is
valued at  $35,000.  Each share of the  Company's  Series E  Preferred  Stock is
convertible to One Dollar worth of the Company's  common stock. The compensation
to  Suining  Yinfa  has been  expensed  as of March  31,  2008 on the  condensed
consolidated statement of operations.

ACQUISITION OF WUHAN WUFENG MACHINERY MANUFACTURING COMPANY, LTD.

On April 16, 2008, the Company entered into a definitive  agreement to acquire a
92% stake in Wuhan Wufeng  Machinery  Manufacturing  Company,  Ltd.  ("Machinery
Co.")  from  Wuhan  Intepower  Company,  Ltd.,  a China  Corporation  ("Seller")
pursuant to a Stock Sale and Purchase  Agreement.  After transferring a 4% stake
to  certain  management  personnel  of the  Machinery  Co.  at the  close of the
transaction, the Company will own a net interest of 88% of the equity securities
of the Machinery Company.  The closing of this acquisition will occur as soon as
the audit of the books and  accounts of the  Machinery  Co. is  completed to the
satisfaction of the Company and requisite  governmental  approvals are obtained.
On June 24,  2008,  the Company  received  requisite  governmental  approvals to
proceed with this transaction and during the third quarter,  the Company engaged
PCAOB  approved SEC  auditors  Albert Wong & Company to perform the audit of the
Machinery  Company.  Currently,  the  auditors are  performing  the audit of the
Machinery Company and the audit is expected to be completed soon. As of December
31, 2008, the Company has paid the 10% cash down payment on the acquisition. The
convertible  notes for the balance of the acquisition will be finalized  pending
the completion of the audit.

                                       25
<PAGE>
                 INTERNATIONAL BUILDING TECHNOLOGIES GROUP, INC.
                       FORMERLY MOTORSPORTS EMPORIUM, INC.
                          (A DEVELOPMENT STAGE COMPANY)

            Notes to the Condensed Consolidated Financial Statements
                                 March 31, 2009

The Machinery Co.  currently  offers several lines of machineries and equipments
which can be retooled to manufacture the panel  production  machineries that the
Company  endeavors to sell and utilize in several planned  projects in China and
other  countries.  The  Machinery  Co.  currently  has  state of the art  tools,
experienced engineers,  capability to design new lines of equipment,  as well as
strong customer service and after-sales support. Strategically, this acquisition
will strongly  support the  Company's  ability to supply the market for building
panels and panel machineries in China and throughout the world.

The  purchase  consideration  to be paid by the  Company to the  Seller  will be
approximately U.S. $1,650,000,  consisting of cash for up to 51% of the purchase
consideration,  and Convertible Promissory Notes representing the balance of the
purchase  consideration.  At the Seller's option the notes are convertible  into
shares of the Company's common stock or preferred stock at a value equivalent to
the notes.

NOTE 8: DERIVATIVE LIABILITY

As of March 31,  2009,  the  common  stock  equivalents  of the  Company  on all
convertible  debentures  and  preferred  stock  exceeded  the total common stock
available for issuance by approximately by 10,960,270,454  shares. The Company's
Chief  Executive  Officer,  Kenneth Yeung,  holds  1,000,000  shares of Series C
Preferred Stock that are  convertible  into  5,000,000,000  common shares of the
Company.

Unless and until there is enough  authorized common stock available to cover all
common  stock  equivalents,  Mr.  Yeung will not  convert  any of his  preferred
shares. Furthermore, the stock is only convertible upon management's discretion.
Management  currently does not intend on converting  such stock.  Also,  warrant
options are not included in common stock equivalents since the exercise price of
$0.25 for the  warrant  exceeds  the fair value of common  stock of $0.0004  per
share on 3/31/2009.  The  remaining  common stock  equivalent  of  5,960,270,454
shares has been accounted for as a derivative liability. Accordingly, the excess
common stock equivalents exceeding the total common stock available for issue is
marked to market through earnings at the end of each reporting period. Utilizing
the  Black-Scholes  valuation  model and the  following  assumptions:  estimated
volatility of 321.50%,  a contractual life of approximately 7 and half months, a
zero dividend rate,  0.43% risk free interest  rate,  exercise price of $0.00019
and the fair value of common  stock of $0.0004  per share as of March 31,  2009,
the Company determined the allocated fair value of the derivative liability. The
Company  reflected  an income of $80,755 in the quarter  ended March 31, 2009 to
adjust the derivative  liability as of March 31, 2009,  representing the initial
fair value of excess common stock  equivalents  exceeding the total common stock
available for issuance.

NOTE 9: SUBSEQUENT EVENTS

STOCK ISSUANCES

The Company  issued the  following  Common  Stocks  after the end of the quarter
ended March 31, 2009 and prior to the filing of these financial statements.

The  Company  issued  40,000,000  shares of common  stock  valued at $4,000  for
repayment of debt in April 2009.

The  Company  issued  48,000,000  shares of common  stock  valued at $3,600  for
repayment of debt in April 2009.

The  Company  issued  55,557,150  shares of common  stock  valued at $11,459 for
repayment of debt in April 2009.

                                       26
<PAGE>
                 INTERNATIONAL BUILDING TECHNOLOGIES GROUP, INC.
                       FORMERLY MOTORSPORTS EMPORIUM, INC.
                          (A DEVELOPMENT STAGE COMPANY)

            Notes to the Condensed Consolidated Financial Statements
                                 March 31, 2009

AMENDMENTS TO SERIES D, E AND F PREFERRED STOCK

In April 2009,  amendments  were made to the market  price for series D, E and F
preferred stock. The market price shall be computed as the arithmetic average of
the 20 closing prices for such security  during the last 20 consecutive  trading
days immediately  preceding such date of determination.  All such determinations
to be  appropriately  adjusted  for any  stock  dividend,  stock  split or other
similar transaction during such period.

                                       27
<PAGE>
ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS.

                     CAUTIONARY FORW6ARD - LOOKING STATEMENT

     The following  discussion  should be read in conjunction with our financial
statements and related notes.

     Certain matters  discussed  herein may contain  forward-looking  statements
that are  subject  to risks and  uncertainties.  Such  risks  and  uncertainties
include, but are not limited to, the following:

     *    the volatile and competitive nature of our industry,
     *    the uncertainties surrounding the rapidly evolving markets in which we
          compete,
     *    the uncertainties surrounding technological change of the industry,
     *    our dependence on its intellectual property rights,
     *    the success of marketing efforts by third parties,
     *    the changing demands of customers and
     *    the arrangements with present and future customers and third parties.

     Should one or more of these risks or  uncertainties  materialize  or should
any of the underlying assumptions prove incorrect, actual results of current and
future operations may vary materially from those anticipated.

RESULTS OF  OPERATIONS  - THREE  MONTHS  ENDED MARCH 31, 2009  COMPARED TO THREE
MONTHS ENDED MARCH 31, 2008

     Since  discontinuing  the prior business and  re-entering  the  development
stage as of April 1, 2007 the Company's results of operations has changed. There
are no revenues during the current development stage as we are in the process of
starting our manufacturing process.

     For the  period  ended  March 31,  2009,  Operating  Expenses  for  current
operations  totaled  $94,999,  is $121,685  less than the period ended March 31,
2008's  Operating  Expenses of  $216,684.  The decrease of $121,685 in Operating
Expenses  between  periods  ended 2009 and 2008 is mainly due to the decrease in
contract labor expenses and professional fees.

     The most  significant  change in our results of operations is the change in
fair  value of  derivative.  As of  March  31,  2009,  change  in fair  value of
derivative resulting in a gain of $80,755. There was no such other income in the
quarter  ended  March  2008.  The  decrease  of  $80,755  in the  fair  value of
derivative is resulted  from the liability of derivative  were less than that at
December 31,  2008.  During the quarter  ended March 31, 2009,  the common stock
equivalents of the Company on all  convertible  debentures  and preferred  stock
exceeded the total  common stock  available  for  issuance by  approximately  by
10,960,270,454  shares The Company's  Chief  Executive  Officer,  Kenneth Yeung,
holds 1,000,000  shares of Series C Preferred  Stock that are  convertible  into
5,000,000,000  common  shares of the  Company.  Unless and until there is enough
authorized  common stock  available to cover all common stock  equivalents,  Mr.
Yeung will not convert any of his preferred  shares.  Furthermore,  the stock is
only convertible upon  management's  discretion.  Management  currently does not
intend on  converting  such stock.  Also,  warrant  options are not  included in
common  stock  equivalents  since the  exercise  price of $0.25 for the  warrant
exceeds the fair value of common  stock of $0.0004 per share on March 31,  2009.
The remaining common stock equivalent of 5,960,270,454 shares has been accounted
for as a derivative  liability.  The fair value of the  derivative of $2,057,207
was determined by utilizing the Black-Scholes valuation model.

     Other  significant  changes in our  results of  operations  are the loss on
settlement  and  the  loss  on  investment,   which  were  $23,500  and  $35,000
respectively in the quarter ended March 31, 2008. There were no such expenses in
the quarter ended March 31, 2009.

                                       28
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES

     Our future success and viability is primarily dependent upon our ability to
increase operating cash flows and develop new business opportunities.

     During the next 12 months, our foreseeable cash requirements will relate to
continuing  to develop  the  operations  of our wholly  owned  subsidiaries  and
business  divisions,  maintaining  our good  standing  and making the  requisite
filings with the Securities and Exchange Commission, and the payment of expenses
associated with reviewing or investigating any potential  business venture.  The
acquisition of Wufeng Machinery  Manufacturing  Company will require the Company
to pay approximately $1,500,000,  consisting of 51% cash (including the $161,500
already paid as a down  payment) and the balance will be  represented  by one or
more convertible promissory notes.

     Additionally,  we may  experience a cash shortfall and be required to raise
additional  capital. In the three months ended March 31, 2008 we relied on funds
from the sale of shares of stock and loans  from our  shareholders  and  private
investors to finance our operations and growth.  Management may raise additional
capital through future public or private offerings of our stock or through loans
from private investors,  although there can be no assurance that we will be able
to obtain such financing. Our failure to do so could have a material and adverse
affect upon us and our shareholders.

     The chart  below  summarizes  our debt  (see Note 4 - Notes  Payable & Debt
Discounts  of  the  Consolidated   Financial  Statements  -  Notes  Payable  and
Beneficial Conversions):

Terms                                                                     Amount
-----                                                                     ------
SHORT TERM NOTES PAYABLE TO SHAREHOLDERS:

-    10% Interest;  principal of $10,000;  convertible  to common          1,702
     stock based on 75% of average price; due on 9/3/2009, net of
     unamortized  discount related to the debt discount of $8,298
-    10% Interest;  principal of $115,878;  convertible to common         12,079
     stock based on 75% of average price; due on 12/31/2009,  net
     of  unamortized  discounted  related to the debt discount of
     $103,799
-    10% Interest;  principal of $11,000;  convertible  to common          1,571
     stock based on 75% of average price;  due on 10/9/2009,  net
     of  unamortized  discount  related to the debt  discount  of
     $9,429
-    10% Interest;  principal of $31,925;  convertible  to common         31,925
     stock based on 75% of average price; due on 12/31/2009,  net
     of unamortized discounted related to the debt discount of $0
-    10% Interest;  principal of $10,269;  convertible  to common          1,432
     stock based on 75% of average price; due on 12/31/2009,  net
     of  unamortized  discounted  related to the debt discount of
     $8,837
-    10% Interest;  principal of $12,500;  convertible  to common          1,303
     stock based on 75% of average price; due on 12/31/2009,  net
     of  unamortized  discount  related to the debt  discount  of
     $11,197
-    10% Interest;  principal of $15,000;  convertible  to common          3,097
     stock based on 750% of average price;  due on 8/1/2009,  net
     of  unamortized  discount  related to the debt  discount  of
     $11,903
-    10% Interest;  principal of $32,016;  convertible  to common          3,337
     stock based on 75% of average price; due on 12/31/2009,  net
     of  unamortized  discount  related to the debt  discount  of
     $28,679
-    10% Interest;  principal of $62,003;  convertible  to common          6,463
     stock based on 75% of average price; due on 12/31/2009,  net
     of  unamortized  discounted  related to the debt discount of
     $55,540
-    10% Interest;  principal of $10,642;  convertible  to common          1,109
     stock based on 75% of average price; due on 12/31/2009,  net
     of  unamortized  discount  related to the debt  discount  of
     $9,533
-    10%  Interest;  principal of $9,458;  convertible  to common            986
     stock based on 75% of average price; due on 12/31/2009,  net
     of  unamortized  discounted  related to the debt discount of
     $8,472

                                       29
<PAGE>
-    10% Interest;  principal of $37,133;  convertible  to common          6,702
     stock based on 75% of average price; due on 12/31/2009,  net
     of  unamortized  discounted  related to the debt discount of
     $30,431
-    10%  Interest;  principal of $5,000;  convertible  to common            658
     stock based on 75% of average price; due on 10/28/2009,  net
     of  unamortized  discount  related to the debt  discount  of
     $4,342
-    10% Interest;  principal of $10,000;  convertible  to common          1,042
     stock based on 75% of average price; due on 12/31/2009,  net
     of  unamortized  discount  related to the debt  discount  of
     $8,958
-    10% Interest;  principal of $66,107;  convertible  to common         66,107
     stock based on 75% of average price;  due on 6/30/2009,  net
     of unamortized discounted related to the debt discount of $0
-    10% Interest;  principal of $13,000;  convertible  to common          2,684
     stock based on 75% of average price; due on 8/1/2009, net of
     unamortized discount related to the debt discount of $10,316
-    10%  Interest;  principal of $7,209;  convertible  to common            751
     stock based on 75% of average price; due on 12/31/2009,  net
     of  unamortized  discounted  related to the debt discount of
     $6,458
-    10% Interest;  principal of $23,847;  convertible  to common          2,486
     stock based on 75% of average price; due on 12/31/2009,  net
     of  unamortized  discounted  related to the debt discount of
     $21,361
-    10% Interest;  principal of $20,000;  convertible  to common          2,085
     stock based on 75% of average price; due on 12/31/2009,  net
     of  unamortized  discount  related to the debt  discount  of
     $17,915
-    10% Interest;  principal of $25,000;  convertible  to common          2,606
     stock based on 75% of average price; due on 12/31/2009,  net
     of  unamortized  discount  related to the debt  discount  of
     $22,394
-    10% Interest;  principal of $70,000;  convertible  to common          7,296
     stock based on 75% of average price; due on 12/31/2009,  net
     of  unamortized  discount  related to the debt  discount  of
     $62,704
-    10% Interest;  principal of $36,867;  convertible  to common          5,472
     stock based on 75% of average price; due on 12/31/2009,  net
     of  unamortized  discounted  related to the debt discount of
     $31,395
-    5%  Interest;  principal of $73,977;  convertible  to common         19,091
     stock based on 75% of average price; due on 7/1/2009, net of
     unamortized discount related to the debt discount of $73,976
-    10% Interest;  principal of $32,828;  convertible  to common          3,422
     stock based on 75% of average price; due on 12/31/2009,  net
     of  unamortized  discounted  related to the debt discount of
     $29,406
-    10% Interest;  principal of $10,000;  convertible  to common          1,042
     stock based on 75% of average price; due on 12/31/2009,  net
     of  unamortized  discount  related to the debt  discount  of
     $8,958
-    10% Interest;  principal of $15,000;  convertible  to common          1,315
     stock based on 75% of average price; due on 10/29/2009,  net
     of  unamortized  discount  related to the debt  discount  of
     $13,685
-    10% Interest;  principal of $50,240;  convertible  to common          7,384
     stock based on 75% of average price; due on 12/31/2009,  net
     of  unamortized  discount  related to the debt  discount  of
     $42,856
                                                                        --------
TOTAL SHORT TERM NOTES PAYABLE TO SHAREHOLDERS                          $195,147
                                                                        --------

SHORT TERM NOTES PAYABLE :
-    10% Interest;  principal of $50,000;  convertible  to common          5,212
     stock based on 75% of average price; due on 12/31/2009,  net
     of  unamortized  discount  related to the debt  discount  of
     $44,879
-    10% Interest;  principal of $50,000;  convertible  to common          5,212
     stock based on 75% of average price; due on 12/31/2009,  net
     of  unamortized  discount  related to the debt  discount  of
     $44,788

                                       30
<PAGE>
-    10% Interest;  principal of $15,000;  convertible  to common          1,564
     stock based on 75% of average price; due on 12/31/2009,  net
     of  unamortized  discount  related to the debt  discount  of
     $13,436
-    10% Interest;  principal of $10,000;  convertible  to common            718
     stock based on 75% of average price; due on 12/31/2009,  net
     of  unamortized  discount  related to the debt  discount  of
     $9,282
-    10% Interest;  principal of $20,500;  convertible  to common          2,668
     stock based on 75% of average price; due on 12/31/2009,  net
     of  unamortized  discount  related to the debt  discount  of
     $17,832
-    0% Interest; principal of $50,000; non-convertible to common         50,000
     stock; due on demand
                                                                        --------
TOTAL SHORT TERM NOTES PAYABLE                                          $ 65,374
                                                                        --------

PERIOD ENDED MARCH 31, 2009

     As of March 31, 2009,  the Company's  current  assets were $198,310 and its
current  liabilities were $2,626,843,  resulting in a working capital deficit of
$2,428,533.  As of March 31, 2009,  current assets were comprised of (i) $35,799
in cash; (ii) $161,500 deposit on Wuhan Wufeng Machinery Company (iii) $1,011 in
other current assets.

     As of March 31, 2009, current  liabilities were comprised of (i) $2,057,207
in derivative  liability;  (ii) $195,147 in notes  payable to  stockholders  and
$65,374  in notes  payable;  (ii)  $190,106  in  accounts  payable  and  accrued
expenses,  $69,009 of other amounts due to shareholders and investor deposits of
$50,000.

     As of March 31, 2009,  the  Company's  total  assets were  $200,310 and its
total  liabilities  were  $2,626,843,   with  a  net  stockholder's  deficit  of
$2,426,533.

     For the three months ended March 31, 2008, net cash flows used in operating
activities  were  ($65,707)  compared  to  net  cash  flows  used  in  operating
activities  of  ($115,124),  before  the  net  cash  used  in  and  provided  by
discontinued operations, for the three months ended March 31, 2008. The increase
of $49,417 during the twelve-month period ended March 31, 2009 was primarily due
to the decrease of net loss and the non-cash  change in fair value of derivative
liability.

     For the three months ended March 31, 2009 and March 31, 2008, there were no
cash outflows related to investment activities.

     For the  twelve-month  period ended March 31, 2009, net cash flows provided
by  financing  activities  was $100,000  compared to net cash flows  provided by
financing  activities  of $99,212 for the  twelve-month  period  ended March 31,
2008. Cash inflows in 2009 consisted primarily of proceeds from the note payable
and investor deposit.

     Our financial  statements have been prepared assuming that we will continue
as a going concern and, accordingly,  do not include adjustments relating to the
recoverability and realization of assets and classifications of liabilities that
might be necessary should we be unable to continue our operations.

     As of the date of this  Quarterly  Report,  the  Company has  generated  no
revenues  from  operations  since it entered the  development  stage on April 1,
2007.  Therefore,  the Company's auditors have expressed substantial doubt about
the Company's ability to continue as a going concern.  Management  believes that
it can  maintain  its status as a going  concern  based on its  ability to raise
funds pursuant to future public and private offerings and to obtain advances and
minimize operating expenses by not duplicating or incurring needless expenses.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK.

     Not applicable.

                                       31
<PAGE>
ITEM 4. CONTROLS AND PROCEDURES.

(a) Evaluation of disclosure controls and procedures.

     We conducted an evaluation under the supervision and with the participation
of our management,  including  Kenneth Yeung,  our Chief  Executive  Officer and
Chief Financial Officer, of the effectiveness of the design and operation of our
disclosure   controls  and  procedures.   The  term  "disclosure   controls  and
procedures,"  as defined in Rules  13a-15(e) and 15d-15(e)  under the Securities
and Exchange Act of 1934, as amended  ("Exchange Act"), means controls and other
procedures of a company that are designed to ensure that information required to
be  disclosed  by the  company  in the  reports  it files or  submits  under the
Exchange Act is recorded,  processed,  summarized and reported,  within the time
periods specified in the Securities and Exchange  Commission's  rules and forms.
Disclosure controls and procedures also include,  without  limitation,  controls
and procedures designed to ensure that information required to be disclosed by a
company  in the  reports  that it files or  submits  under the  Exchange  Act is
accumulated  and  communicated  to  the  company's  management,   including  its
principal  executive and principal  financial  officers,  or persons  performing
similar functions, as appropriate,  to allow timely decisions regarding required
disclosure.  Based on this  evaluation,  our Chief  Executive  Officer and Chief
Financial  Officer  concluded as of December 31, 2008, and again as of March 31,
2009,  that our disclosure  controls and procedures  have been improved and were
effective  at the  reasonable  assurance  level in our  internal  controls  over
financial reporting discussed immediately below.

MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

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

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

     (2)  provide  reasonable   assurance  that  transactions  are  recorded  as
          necessary to permit preparation of financial  statements in accordance
          with U.S. GAAP, and that our receipts and  expenditures are being made
          only in  accordance  with  the  authorization  of our  management  and
          directors; and

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

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

     Management   assessed  the  effectiveness  of  our  internal  control  over
financial  reporting as of December 31, 2008 and again as of March 31, 2009.  In
making this  assessment,  management  used the framework set forth in the report
entitled  Internal  Control--Integrated  Framework  issued by the  Committee  of
Sponsoring Organizations of the Treadway Commission, or COSO. The COSO framework
summarizes  each of the  components  of a  company's  internal  control  system,
including  (i) the control  environment,  (ii) risk  assessment,  (iii)  control
activities, (iv) information and communication,  and (v) monitoring. This annual
report  does  not  include  an  attestation  report  of  our  registered  public
accounting   firm  regarding   internal   control  over   financial   reporting.
Management's  report was not subject to  attestation  by our  registered  public
accounting  firm  pursuant to  temporary  rules of the  Securities  and Exchange
Commission  that permits us to provide only  management's  report in this annual
report.

IDENTIFIED MATERIAL WEAKNESSES AND SIGNIFICANT DEFICIENCIES

     A material  weakness is a control  deficiency,  or  combination  of control
deficiencies,  that  results  in more than a remote  likelihood  that a material
misstatement  of the  financial  statements  will not be  prevented or detected.
Management  identified the following  internal control  improvement which we had
assessed as material weaknesses as of December 31, 2007 during its assessment of
our internal control over financial reporting as follows:

                                       32
<PAGE>
     a.   We  did  not  have  formal  policies   governing  certain   accounting
          transactions  and  financial  reporting  procedures  finalized  as  of
          December 31, 2007; and

     b.   We did not have  adequate  segregation  of duties that were  mitigated
          over certain areas of our financial  reporting process due to the size
          of the Company that we were on December 31, 2007.

     During 2008,  we corrected  the  deficiency  described in  subparagraph  a,
immediately above.  However, we did not have adequate segregation of duties (see
the  deficiency  described  in  subparagraph  b,  immediately  above)  that were
mitigated over certain areas of our financial  reporting  process as of December
31, 2008,  and as of March 31, 2009,  due to the lack of a sufficient  number of
employees to achieve proper segregation of duties.

     Management  believes that some of the internal control  deficiency has been
corrected in the year of 2008.  However,  the second internal control deficiency
will only be completely corrected if the company expands and has the capacity to
adequately  segregate  the  duties  to  mitigate  risk in  financial  reporting.
Expansion  will depend mostly on the ability of  management to begin  operations
and generate enough income to warrant growth in personnel.

     We did not have  effective  comprehensive  entity-level  internal  controls
specific to the structure of our board of directors and organization of critical
committees.  Due to our expected expansion, as disclosed in this report, without
correcting this significant  deficiency and ensuring that our board of directors
has the proper  oversight and committees are properly  established,  the control
environment in subsequent years may not be effective.

     We have  engaged a  regionally-recognized  independent  consulting  firm to
assist  management  with its  assessment  of the  effectiveness  of our internal
control over  financial  reporting,  including  scope  determination,  planning,
staffing, documentation,  testing, remediation and retesting and overall program
management of the assessment project. In conclusion, our Chief Executive Officer
and Chief Financial Officer surmised that the Company has improved the effective
internal  control  over  financial  reporting  as of December 31, 2008 and as of
March 31, 2009.

MANAGEMENT'S REMEDIATION INITIATIVES

     We are in the further  process of evaluating  our material and  significant
deficiencies.  We have  already  begun to  remediate  many of the  deficiencies.
However, others will require additional people, including adding to our board of
directors, which will take longer to remediate.

     In an effort to remediate  the  identified  material  weaknesses  and other
deficiencies and enhance our internal  controls,  we have initiated,  or plan to
initiate, the following series of measures:

     1.   Identify  and  retain  a new  director  for  our  board  of  directors
          including a member who is  appropriately  credentialed  as a financial
          expert with a goal of having sufficient independent board of directors
          oversight;

     2.   Ensure  all entity  level  controls  are  applied at all levels of the
          organization and are scalable for acquisition targets;

     3.   Establish   comprehensive   formal  general  accounting  policies  and
          procedures  and  require  employees  to sign  off  such  policies  and
          procedures as documentation  of their  understanding of and compliance
          with company policies;

     4.   Make all  employees  subject  to our Code of Ethics  (including  those
          employees  in  acquisition  targets)  and  require all  employees  and
          directors to sign our Code of Ethics on an annual basis and retain the
          related documentation; and,

     5.   Implement better segregation of duties given the size of our company.

                                       33
<PAGE>
     We believe that Remediation  Initiatives Nos. 1-4,  immediately above, have
been at least partially, if not fully,  implemented by the end of 2008. However,
we will not be able to implement better  segregation of duties,  as described in
Remediation Initiative No. 5, immediately above.  Additionally,  we plan to test
our updated controls and remediate our deficiencies by December 31, 2009.

POTENTIAL ISSUES

     Our subsidiaries  currently operating in China also have to comply with the
provisions of Section 404 of the  Sarbanes-Oxley  Act of 2002.  However,  due to
time  differences,  cultural  differences,  and  differences in common  business
practices, documentation and testing of our internal controls overseas will be a
longer and more difficult  process.  And as the Company  continues to expand its
foreign operations, compliance with SOX will pose as an even greater challenge.

CONCLUSION

     The above identified  improvement,  material  weaknesses and deficiency did
not result in material audit adjustments to our 2008 financial  statements or to
the financial  statements for the quarter ended March 31, 2009.  However,  it is
reasonably  possible  that,  if not  remediated,  one or more of the  identified
material  weaknesses noted above could result in a material  misstatement in our
reported financial statements that might result in a material  misstatement in a
future annual or interim period.

     In light of the identified material weaknesses,  management,  performed (1)
significant  additional  substantive  review of those areas described above, and
(2)  performed  additional  analyses,  including  but not  limited to a detailed
balance  sheet and  statement  of  operations  analytical  review that  compared
changes  from  the  prior  period's   financial   statements  and  analyzed  all
significant  differences.  These  procedures were completed so management  could
gain assurance that the financial statements and schedules included in this Form
10-Q fairly present in all material respects the Company's  financial  position,
results of operations and cash flows for the periods presented.

(b) Changes in Internal Control over Financial Reporting

     During the quarter  ended March 31,  2009,  Mr. Sam Kan,  Certified  Public
Accountant,  replaced Mr. Clayton Lee as the accounting consultant acting as our
accounting  controller.  Mr. Micky Lo,  Certified  Public  Accountant,  was also
retained to assist the Company with certain  accounting  functions.  The changes
noted above,  are the only changes  during our most  recently  completed  fiscal
quarter that have  materially  affected or are  reasonably  likely to materially
affect,  our internal  control  over  financial  reporting,  as defined in Rules
13a-15(f) and 15d-15(f) under the Exchange Act.

                           PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

     The Company is not aware of any  threatened or pending  litigation  against
the Company.

ITEM 1A. RISK FACTORS.

     Not applicable.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

     Since  December 31, 2008,  the Company has issued the following  securities
without registration under the Securities Act of 1933:

                                       34
<PAGE>
                     Number of           Aggregate              Nature of
Date of Issue      Shares Issued        Sales Price           Transaction
-------------      -------------        -----------           -----------

1/12/2009           37,389,530          $ 7,477.90         Debt cancellation
1/19/2009           35,000,000          $ 5,250.00         Debt cancellation
2/12/2009           39,900,000          $ 3,990.00         Debt cancellation
2/18/2009           35,000,000          $ 2,625.00         Debt cancellation
2/23/2009           45,000,000          $ 4,500.00         Debt cancellation
3/2/2009            45,000,000          $ 3,375.00         Debt cancellation
3/24/2009           40,000,000          $ 4,000.00         Debt cancellation
3/24/2009           40,000,000          $ 4,000.00         Debt cancellation
3/24/2009           46,000,000          $ 3,450.00         Debt cancellation
4/6/2009            40,000,000          $ 4,000.00         Debt cancellation
4/21/2009           55,557,150          $11,450            Debt cancellation
4/21/2009           48,000,000          $ 3,600            Debt cancellation

     Management  believes the above shares of common stock were issued  pursuant
to the exemption from  registration  under Section 4(2) of the Securities Act of
1933, as amended.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

     None.

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

     None.

ITEM 5. OTHER INFORMATION.

     None.

                                       35
<PAGE>
ITEM 6. EXHIBITS.

     See Exhibit  Index below for  exhibits  required by Item 601 of  regulation
S-K.

Exhibit                                     Description
-------                                     -----------

2(i)*          Agreement  and  Plan  of  Merger  (Appendix  D of  the  Company's
               Definitive  Proxy  Statement  on Form  DEF  14A  filed  with  the
               Commission on June 25, 2004).

3(i)(1)*       Restated  Articles of  Incorporation  filed with the Secretary of
               State of Colorado on August 10, 2004 (Appendix A of the Company's
               Definitive  Proxy  Statement  on Form  DEF  14A  filed  with  the
               Commission on June 25, 2004).

3(i)(2)*       Articles  of  Incorporation  of Ten  Stix,  Inc.  filed  with the
               Secretary  of State of Nevada on May 28, 2004  (Appendix F of the
               Company's  Definitive  Proxy Statement on Form DEF 14A filed with
               the Commission on June 25, 2004).

3(i)(3)*       Certificate  of  Amendment  to Articles of  Incorporation  of Ten
               Stix,  Inc.  filed  with the  Secretary  of State  of  Nevada  on
               December 1, 2004 (Exhibit 3.1 to the Company's  Current Report on
               Form 8-K filed with the Commission on December 6, 2004).

3(i)(4)*       Certificate of Amendment to the Articles of  Incorporation of the
               Company  filed with the  Secretary  of State of Nevada on October
               12, 2006 (Exhibit 3 (1) to the Company's Quarterly report on Form
               10-QSB filed with the Commission on November 14, 2006).

3(i)(5)*       Certificate of Amendment to the Articles of  Incorporation of the
               Company  filed with the  Secretary of State of Nevada on July 17,
               2007  (Exhibit  3 (i) (5) to the  Company's  form  10-KSB  Annual
               Report for the Fiscal Year Ended  December 31,  2007,  filed with
               the Commission on April 3, 2008).

3(i)(6)*       Certificate of Amendment to the Articles of  Incorporation of the
               Company  filed with the  Secretary  of State of Nevada on May 22,
               2008,  changing par value of common stock to $.00001 (Exhibit 3.1
               to the Company's  Quarterly  Report for the Period Ended June 30,
               2008, filed with the Commission on August 13, 2008).

3(i)(7)*       Certificate of Amendment to Articles of  Incorporation  to change
               the total authorized shares and conversion terms of the Company's
               Series E  Preferred  Stock filed with the  Secretary  of State of
               Nevada on July 28, 2008 (Exhibit 4.2 to the  Company's  Quarterly
               Report on Form 10-Q for the  Period  Ended June 30,  2008,  filed
               with the Commission on August 13, 2008).

3(i)(8)*       Certificate of Amendment to Articles of  Incorporation  to change
               the total authorized  capital stock of the Company filed with the
               Secretary  of State of Nevada on August 11, 2008  (Exhibit 4.3 to
               the Company's  Quarterly Report on Form 10-Q for the Period Ended
               June 30, 2008, filed with the Commission on August 13, 2008).

                                       36
<PAGE>
3(ii)*         By-laws  of  the  Company   (Exhibit  3.  II  to  the   Company's
               Registration  Statement on Form 10SB filed with the Commission on
               February 8, 2001).

4(i)*          Certificate  of  Designation  of Series A Preferred  Stock of Ten
               Stix,  Inc.  (Appendix  G  of  the  Company's   Definitive  Proxy
               Statement on Form DEF 14A filed with the  Commission  on June 25,
               2004).

4(ii)*         Certificate  of  Designation  of Series C Preferred  Stock of the
               Company (Exhibit 99.1 to the Company's Current report on Form 8-K
               filed with the Commission on September 14, 2006).

4(iii)*        Certificate  of Amendment to Certificate of Designation of Series
               B Preferred  Stock of the  Company  filed with the  Secretary  of
               State of Nevada on May 30, 2007 (Exhibit 4 (iii) to the Company's
               Annual  Report on Form 10-KSB for the Fiscal Year Ended  December
               31, 2007, filed with the Commission on April 3, 2008).

4(iv)*         Certificate  of Amendment to Certificate of Designation of Series
               C Preferred Stock of Company filed with the Secretary of State of
               Nevada on May 30, 2007  (Exhibit 4 (iv) to the  Company's  Annual
               Report on Form  10-KSB for the Fiscal  Year  Ended  December  31,
               2007, filed with the Commission on April 3, 2008).

4(v)*          Certificate  of Amendment to Certificate of Designation of Series
               D Preferred  Stock of the  Company  filed with the  Secretary  of
               State of  Nevada  on  December  10,  2007  (Exhibit  4 (v) to the
               Company's  Annual Report on Form 10-KSB for the Fiscal Year Ended
               December 31, 2007, filed with the Commission on April 3, 2008).

4(vi)*         Certificate  of  Designation  of Series E Preferred  Stock of the
               Company  filed with the  Secretary of State of Nevada on December
               10, 2007 (Exhibit 4 (vi) to the  Company's  Annual Report on Form
               10-KSB for the Fiscal Year Ended  December 31,  2007,  filed with
               the Commission on April 3, 2008).

4(vii)*        Certificate  of  Designation  of Series F Preferred  Stock of the
               Company  filed with the Secretary of State of Nevada on April 23,
               2008 (Exhibit 4.1 to the Company's  Quarterly Report on Form 10-Q
               for the Period Ended June 30, 2008,  filed with the Commission on
               August 13, 2008).

4(viii)*       Amendment to Certificate  of Designation  After Issuance of Class
               or Series to change the total  authorized  shares and  conversion
               terms of the  Company's  Series E Preferred  Stock filed with the
               Secretary  of State of Nevada on August 28, 2008  (Exhibit 4.4 to
               the Company's  Quarterly Report on Form 10-Q for the Period Ended
               June 30, 2008, filed with the Commission on August 13, 2008).

                                       37
<PAGE>
10.1*          Stock Sale and  Purchase  Agreement  dated  March 14,  2007,  by,
               between David  Keaveney,  Kenneth Yeung and the Company  (Exhibit
               10.1 to the Company's  Current  Report on Form 8-K filed with the
               Commission on March 27, 2007).

10.2*          Stock Sale and Purchase  Agreement dated May 2, 2007, by, between
               and among Axia Group, Inc,  International  Building Technologies,
               Inc.  and the  Company  (Exhibit  10.1 to the  Company's  Current
               Report on Form 8-K filed with the Commission on May 9, 2007).

10.3*          Convertible Note dated May 2, 2007, issued by the Company to Axia
               Group, Inc. (Exhibit 10.2 to the Company's Current report on form
               8-K filed with the Commission on May 9, 2007).

10.4*          Exclusive  License  Agreement  dated May 2, 2007,  by and between
               Axia Group,  Inc. and the Company  (Exhibit 10.3 to the Company's
               Current  Report on Form 8-K filed with the  Commission  on May 9,
               2007).

10.5*          Asset Sale and  Purchase  Agreement  dated  July 8, 2007,  by and
               between International Building Technologies Co., Ltd. and Suining
               Yinfa  Construction & Engineering Co., Ltd.  (Exhibit 10.1 to the
               Company's Current Report on Form 8-K filed with the Commission on
               July 23, 2007).

10.6*          Amendment to Asset Sale and Purchase Agreement by and between the
               Company and Suining Yinfa  Construction  and  Engineering,  Ltd.,
               executed  on  December  5, 2007  (Exhibit  10.2 to the  Company's
               Current  Report on Form 8-K,  filed with the  Commission on April
               29, 2008).

10.7*          Rescission  to the  Asset  Sale  and  Purchase  Agreement  by and
               between  the  Company  and   Suining   Yinfa   Construction   and
               Engineering,  Ltd.,  executed on April 23, 2008  (Exhibit 10.1 to
               the  Company's  Current  Report  on  Form  8-K,  filed  with  the
               Commission on April 29, 2008).

10.8*          Amendment  dated  September  25,  2007,  to the  Stock  Sale  and
               Purchase  Agreement  by and  between  Axia  Group,  Inc.  and the
               Company (Exhibit 10.1 to the Company's Current Report on Form 8-K
               filed with the Commission on September 28, 2007).

10.9*          Twelve  Month  Convertible  Note  Amendment  dated March 14, 2007
               (Exhibit 10.2 to the Company's  Current  Report on Form 8-K filed
               with the Commission on March 27, 2007).

10.10*         Employment  Agreement between the Company and Kenneth Yeung dated
               May  21,  2007,  effective  May  1,  2007  (Exhibit  10.8  to the
               Company's  Annual Report on Form 10-KSB for the Fiscal Year Ended
               December 31, 2007, filed with the Commission on April 3, 2008).

10.11*         The Company's 2007 Consultants Retainer Stock Plan No. 3 (Exhibit
               4.1  to  Registration  Statement  on  Form  S-8  filed  with  the
               Commission on December 13, 2007).

10.12*         Stock Sale and Purchase  Agreement by and between the Company and
               Wuhan  Intepower Co.,  Ltd.,  executed on April 17, 2008 (Exhibit
               10.1 to the Company's  Current Report on Form 8-K, filed with the
               Commission on April 21, 2008)

10.13*         English  Translation  of the Approval of Wuhan Bureau of Commerce
               on Issues  Concerning  Mergers  &  Acquisitions  of Wuhan  Wufeng
               Machinery  Manufacturing  Co.,  Ltd.,  by Foreign  investors  and
               Establishing Enterprises with Foreign Investment (Exhibit 10.3 to
               the Company's  Quarterly Report on Form 10-Q for the Period Ended
               June 30, 2008, filed with the Commission on August 13, 2008).

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<PAGE>
14*            Code of Ethics (Exhibit 14 to the Company's Annual Report on Form
               10-KSB for the Fiscal Year Ended  December 31,  2007,  filed with
               the Commission on April 3, 2008).

31.1**         Certification under Section 302 of Sarbanes-Oxley Act of 2002.

32.1**         Certification under Section 906 of Sarbanes-Oxley Act of 2002.

----------
*  Exhibits incorporated herein by reference. File No. 0-32323.
** Filed herewith

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<PAGE>
                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  Registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                 INTERNATIONAL BUILDING TECHNOLOGIES GROUP, INC.


Date: May 15, 2009               /s/ Kenneth Yeung
                                 -----------------------------------------------
                                 Kenneth Yeung
                                 President, Chief Executive Officer and
                                 Chief Financial Officer (Principal
                                 Accounting, Executive and Financial Officer)

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