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 June 30, 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 August 10, 2009,  there were
1,644,005,113  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 JUNE 30, 2009

                                      INDEX

                                                                            Page
                                                                            ----

PART I - FINANCIAL INFORMATION.............................................    3

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 of Financial Condition
         and Results of Operations.........................................   27

Item 3.  Quantitative and Qualitative Disclosures about Market Risk........   30

Item 4.  Controls and Procedures...........................................   30

PART II - OTHER INFORMATION................................................   34

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...................................   34

Item 4.  Submission of Matters to a Vote of Security Holders...............   34

Item 5.  Other Information.................................................   34

Item 6.  Exhibits..........................................................   34

SIGNATURES.................................................................   39

                                       2
<PAGE>
                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

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


                                                   June 30,         December 31,
                                                     2009              2008
                                                   --------          --------
                                                  (Unaudited)
                     ASSETS

Cash                                               $    295          $  1,567
Deposit on Wuhan Wufeng Machinery Company           161,500           161,500
Other current assets                                  1,011             2,874
                                                   --------          --------
      Total current assets                          162,806           165,941
                                                   --------          --------

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

      Total assets                                 $164,806          $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>
                                                                           June 30,             December 31,
                                                                             2009                  2008
                                                                          -----------           -----------
                                                                          (Unaudited)
<S>                                                                       <C>                   <C>
               LIABILITIES & STOCKHOLDERS' (DEFICIT) EQUITY

LIABILITIES
  Accounts payable and accrued expenses                                   $   253,138           $   176,550
  Accrued expenses - related parties                                          108,170                43,716
  Derivative liability                                                        728,030             2,137,962
  Line of credit                                                                2,802                    --
  Investor deposit                                                             50,000                    --
  Notes payable, net                                                           51,900                71,335
  Notes payable to shareholders, net                                          381,381               566,942
                                                                          -----------           -----------
Total current liabilities                                                   1,575,421             2,996,505
                                                                          -----------           -----------
COMMITMENTS & CONTINGENCIES                                                        --                    --

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;
   85,000 and 35,000 shares issued and outstanding                                 85                    35
  Preferred E stock, $.001 par value, 50,000,000 shares authorized;
   28,000 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;
   1,508,567,921 and 747,853,494 issued and outstanding                        15,086                 7,478
  Additional paid-in capital                                                9,398,758             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                                                       (5,315,012)           (5,882,785)
  Other comprehensive income / (loss)                                            (241)                 (174)
                                                                          -----------           -----------
Total stockholders' (deficit) equity                                       (1,410,615)           (2,828,564)
                                                                          -----------           -----------

Total liabilities and stockholders' (deficit) equity                      $   164,806           $   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
                                                                                                                  Re-entering
                                                                                                                  Development
                                                 Three Months Ended June 30,      Six Months Ended June 30,          Stage
                                                ----------------------------    ----------------------------       4/01/2007 -
                                                   2009             2008           2009             2008           6/30/2009
                                                -----------      -----------    -----------      -----------      -----------
<S>                                             <C>              <C>            <C>              <C>              <C>
Retail sales                                    $        --      $        --    $        --      $        --      $        --
Cost of sales                                            --               --             --               --               --
                                                -----------      -----------    -----------      -----------      -----------
Revenues                                                 --               --             --               --               --
                                                -----------      -----------    -----------      -----------      -----------
Operating expenses:
  Selling, general and administrative               128,956          131,930        223,955          347,879        1,491,912
  Depreciation and amortization                          --              154             --              889        1,306,935
                                                -----------      -----------    -----------      -----------      -----------
Total operating expenses                            128,956          132,084        223,955          348,768        2,798,847
                                                -----------      -----------    -----------      -----------      -----------
Operating loss                                     (128,956)        (132,084)      (223,955)        (348,768)      (2,798,847)
                                                -----------      -----------    -----------      -----------      -----------
Other income (expense):
  Interest income                                        --                3             --               22              374
  Interest expense                                 (363,467)        (171,833)      (561,929)        (375,949)      (1,658,247)
  Loss on settlement                                     --               --             --          (23,500)         (23,500)
  Loss on investment                                     --               --             --          (35,000)         (35,000)
  Gain/(Loss) on extinguishment of debt             (26,275)              --        (56,275)              --          (44,978)
  Gain on disposal of assets                             --               --             --               --            2,565
  Change in fair value of derivative liability    1,329,177               --      1,409,932               --         (728,030)
  Minority interest in net loss of subsidiary            --               --             --               --           15,000
  Other income (expense)                                 --              450             --              500            3,810
  Other expense                                          --               --             --               --               --
                                                -----------      -----------    -----------      -----------      -----------
Total other income (expense)                        939,435         (171,380)       791,728         (433,927)      (2,468,006)
                                                -----------      -----------    -----------      -----------      -----------

Income /(Loss) from continuing operations       $   810,479      $  (303,464)   $   567,773      $  (782,695)     $(5,266,853)
                                                -----------      -----------    -----------      -----------      -----------
</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
                                                                                                                      Re-entering
                                                                                                                      Development
                                           Three Months Ended June 30,             Six Months Ended June 30,             Stage
                                        ---------------------------------     ---------------------------------        4/01/2007 -
                                             2009               2008               2009               2008             6/30/2009
                                        --------------     --------------     --------------     --------------     --------------
<S>                                             <C>              <C>            <C>              <C>              <C>

Income /(Loss) from continuing
 operations                             $      810,479     $     (303,464)    $      567,773     $     (782,695)    $   (5,266,853)
                                        --------------     --------------     --------------     --------------     --------------
Discontinued operations:
  Income (loss) from operations of
   discontinued business                            --                 --                 --                 --            (20,063)
  Income (loss) on disposal of assets               --                 --                 --                 --             61,058
                                        --------------     --------------     --------------     --------------     --------------
Income (loss) on discontinued
 operations                                        --                 --                 --                 --             40,995
                                        --------------     --------------     --------------     --------------     --------------
Net income / (loss)                            810,479           (303,464)           567,773           (782,695)        (5,225,858)

Preferred dividend                                  --             (9,292)                --             (9,292)           (89,154)
                                        --------------     --------------     --------------     --------------     --------------
Net loss attributable to common
 shareholders                                  810,479           (312,756)           567,773           (791,987)        (5,315,012)
                                        --------------     --------------     --------------     --------------     --------------
Other comprehensive income
  Foreign Currency Translation                      (6)                (2)               (67)                 4               (241)
                                        --------------     --------------     --------------     --------------     --------------
Comprehensive loss                      $      810,473     $     (312,758)    $      567,706     $     (791,983)    $   (5,315,253)
                                        ==============     ==============     ==============     ==============     ==============

Net income /(loss) per common share -
basic and diluted
  Continuing operations                 $       0.0045     $      (0.0016)    $       0.0005     $      (0.0056)
                                        ==============     ==============     ==============     ==============
  Discontinued operations               $           --     $           --     $           --     $           --
                                        ==============     ==============     ==============     ==============
  Net Income (loss) per common share    $       0.0045     $      (0.0016)    $       0.0005     $      (0.0056)
                                        ==============     ==============     ==============     ==============
  Net Income per diluted share          $       0.0004     $           --     $       0.0003     $           --
                                        ==============     ==============     ==============     ==============

Weighted average common shares
outstanding:
  Basic                                    179,188,651        194,376,085      1,066,138,627        140,693,291
                                        ==============     ==============     ==============     ==============
  Diluted                                1,950,000,000                 --      1,950,000,000                 --
                                        ==============     ==============     ==============     ==============
</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
                                                                                                             Re-entering
                                                                                                             Development
                                                                         Six Months Ended June 30,              Stage
                                                                    ---------------------------------         4/01/2007 -
                                                                       2009                  2008             6/30/2009
                                                                    -----------           -----------        -----------
<S>                                                                 <C>                   <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net Income /(loss) from continuing operations                     $   567,773           $  (782,695)       $(5,315,012)
  Adjustments to reconcile net income to net cash
   provided by operating activities:
     Depreciation                                                            --                   889              3,660
     Impairment of goodwill                                                  --                    --          1,303,277
     Amortization of debt discounts                                          --                42,382            128,933
     Loss /(Gain) on extinguishment of debt                              56,275                    --            (14,568)
     Loss on Investment in Rosetop Project                                   --                35,000             35,000
     Interest expense associated with beneficial conversion feature     512,693               287,633          1,362,510
     Change in fair value of derivative liability                    (1,409,932)                   --            728,030
     Director stock based compensation                                       --                    --             50,000
     Common stock issued for services                                        --               118,358            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                (1,858)               529
     Accounts payable and accrued expenses                              167,321                (1,851)           482,071
                                                                    -----------           -----------        -----------
        Net cash used in continuing operations                         (104,007)             (288,642)          (845,116)
        Net income (loss) from discontinued operations                       --                    --             40,995
        Net cash provided by (used in) discontinued operations               --                    --            (83,796)
                                                                    -----------           -----------        -----------
        Net cash used in operating activities                          (104,007)             (288,642)          (887,917)
                                                                    -----------           -----------        -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Deposit on investment                                                      --                    --           (161,500)
                                                                    -----------           -----------        -----------
        Net cash used in continuing operations                               --                    --           (161,500)
                                                                    -----------           -----------        -----------
        Net cash provided 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
                                                                                                              Re-entering
                                                                                                              Development
                                                                         Six Months Ended June 30,               Stage
                                                                     ---------------------------------         4/01/2007 -
                                                                        2009                  2008             6/30/2009
                                                                     -----------           -----------         -----------
<S>                                                                 <C>                   <C>                <C>

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from related party notes payable                                   --                22,500              80,000
  Proceeds from notes payable                                                 --               287,500             628,876
  Proceeds from line of credit                                             2,802                    --               2,802
  Proceeds from investor deposit                                          50,000                    --              50,000
  Repayments of notes payable                                                 --                (5,037)            (34,448)
  Proceeds from issuance of preferred stock                               50,000                20,000              70,800
  Proceeds from issuance of common stock                                      --                57,000             180,464
  Proceeds from issuance of common stock for asset purchase                   --                32,000               6,206
  Proceeds from exercise of stock options                                     --                    --               4,375
                                                                     -----------           -----------         -----------
        Net cash provided by financing activities                        102,802               413,963             989,075
                                                                     -----------           -----------         -----------

Effect of exchange rate changes on cash                                      (67)                    4                (241)

Cash and cash equivalents:
  Increase (decrease) in cash                                             (1,272)              125,325             (60,583)

CASH, beginning of period                                                  1,567                32,970              60,878
                                                                     -----------           -----------         -----------
CASH, end of period                                                  $       295           $   158,295         $       295
                                                                     ===========           ===========         ===========

SUPPLEMENTAL DISCLOSURES:
  Cash paid for interest                                             $        57           $       320         $       980

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                              $        --           $    56,695         $    76,350
  Issuance of common stock for payment of debt                       $    76,876           $   130,516         $   521,704
  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       $        --           $  (315,000)        $  (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.
                          (A DEVELOPMENT STAGE COMPANY)

            Notes to the Condensed Consolidated Financial Statements
                                  June 30, 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  June  30,  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.
                          (A DEVELOPMENT STAGE COMPANY)

            Notes to the Condensed Consolidated Financial Statements
                                  June 30, 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 June 30, 2009 and 2008
(denoted in Hong Kong dollars per one U.S. dollar):

                                                           2009            2008
                                                          ------          ------
     Current exchange rate at June 30, HKD                7.7507          7.7819

     Weighted average exchange rate                       7.7507          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 July 10,  2009,  the Company  made the decision to rescind the Stock Sale and
Purchase  Agreement that signed with Wuhan Interpower Co. Ltd on April 17, 2008.
The Company  believes  that the decision  was made for the best  interest of the
company and the investors.  The Company has requested that Wuhan Interpower Co.,
Ltd.  immediately refund the US$161,500.  According to the correspondence  being
exchanged recently,  as of July 31, 2009, Wuhan Interpower Co., Ltd. has neither
agreed to fully refund of US$161,500  nor refused to do so,  despite our several
requests in writings.  The Company is going to seek legal assistance in China to
recover the said amount plus interest.

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 June 30, 2009, the Company has incurred net
losses from  operations  prior to  reentering  the  development  stage and has a
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
$1,410,615  as of June 30, 2009.  The Company has a working  capital  deficit of

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

            Notes to the Condensed Consolidated Financial Statements
                                  June 30, 2009


$1,412,615 as of June 30, 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.

Meanwhile,  the  Company is in  negotiations  of  entering  into  Memorandum  of
Understanding (MOUS) with a major steel structure contractor in China,  together
with two U.S.  companies  in the  business of light steel  structures  and steel
construction  material,  to form Joint Venture companies to manufacture,  supply
and install the steel structure products to the projects in China, including the
Suijiang New Town projects,  as well the projects in the  earthquake  regions of
Sichuan  and Yunnan  Provinces.  Other  than as a partner  and  investor  in the
possible  Joint Venture  companies,  the Company will also be directly  involved
with the management and coordination of the Joint Venture companies, as well the
projects in China.

The  Company  believes  that as a partner of the Joint  Venture  companies,  the
coming projects will not only bring in revenue to the Company but also add solid
assets from the  percentage  of share of the Joint  Venture  companies  that the
Company will own. The Company  believes that it will  maintain  stable income by
providing  management and  coordination  to the Joint Venture  companies and the
projects in China, as well the profit sharing from the Joint Ventures  companies
in accordance to the percentage that the Company will own.

In the  past  six  months,  the  Company  funded  operations  through  debt  and
securities issuances. For the rest of the fiscal year of 2009, the Company plans
to continue to fund the Company  through debt and  securities  until the Company
generates revenues through operations as stated above.

NOTE 4: DILUTED EARNINGS PER SHARES

The notes  payable  with  beneficial  conversion  feature  has been  taken  into
consideration  in  computing  the diluted  earnings  per share.  These notes are
assumed to converted, which increases the weighted average of outstanding shares
upon which diluted share  earnings are computed.  The diluted  weighted  average
common shares outstanding are 12,665,370,152 as if all the notes were converted.
However, the maximum authorized shares issued and outstanding are 1,950,000,000.
Therefore, the weighted average diluted shares are 1,950,000,000.

NOTE 5: NOTES PAYABLE & DEBT DISCOUNTS

The chart below  summarizes the Notes Payable & Debt Discounts of the Company as
of June 30, 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 $6,597;  convertible  to common
     stock based on 75% of average price; due on 9/3/2009, net of
     unamortized  discount related to the debt discount of $2,153          4,444
     10% Interest;  principal of $110,802;  convertible to common
     stock based on 75% of average price; due on 12/31/2009,  net
     of  unamortized  discounted  related to the debt discount of
     $72,951                                                              37,851

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

            Notes to the Condensed Consolidated Financial Statements
                                  June 30, 2009


     10% Interest;  principal of $11,000;  convertible  to common
     stock based on 75% of average price;  due on 10/9/2009,  net
     of  unamortized  discount  related to the debt  discount  of
     $5,151                                                                5,849
     10% Interest;  principal of $31,925;  convertible  to common
     stock based on 75% of average price; due on 12/31/2009,  net
     of unamortized discounted related to the debt discount of $0         31,925
     10% Interest;  principal of $10,269;  convertible  to common
     stock based on 75% of average price; due on 12/31/2009,  net
     of  unamortized  discounted  related to the debt discount of
     $5,026                                                                5,243
     10% Interest;  principal of $12,500;  convertible  to common
     stock based on 75% of average price; due on 12/31/2009,  net
     of  unamortized  discount  related to the debt  discount  of
     $8,341                                                                4,159
     10% Interest;  principal of $15,000;  convertible  to common
     stock based on 75% of average price; due on 8/1/2009, net of
     unamortized  discount related to the debt discount of $3,277         11,723
     10% Interest;  principal of $32,017;  convertible  to common
     stock based on 75% of average price; due on 12/31/2009,  net
     of  unamortized  discount  related to the debt  discount  of
     $21,449                                                              10,567
     10% Interest;  principal of $51,239;  convertible  to common
     stock based on 75% of average price; due on 12/31/2009,  net
     of  unamortized  discounted  related to the debt discount of
     $35,306                                                              15,933
     10% Interest;  principal of $10,642;  convertible  to common
     stock based on 75% of average price; due on 12/31/2009,  net
     of  unamortized  discount  related to the debt  discount  of
     $7,129                                                                3,512
     10%  Interest;  principal of $9,458;  convertible  to common
     stock based on 75% of average price; due on 12/31/2009,  net
     of  unamortized  discounted  related to the debt discount of
     $6,001                                                                3,457
     10% Interest;  principal of $37,133;  convertible  to common
     stock based on 75% of average price; due on 12/31/2009,  net
     of  unamortized  discounted  related to the debt discount of
     $21,152                                                              15,981
     10%  Interest;  principal of $5,000;  convertible  to common
     stock based on 75% of average price; due on 10/28/2009,  net
     of  unamortized  discount  related to the debt  discount  of
     $2,552                                                                2,448
     10% Interest;  principal of $10,000;  convertible  to common
     stock based on 75% of average price; due on 12/31/2009,  net
     of  unamortized  discount  related to the debt  discount  of
     $6,543                                                                3,457
     10% Interest;  principal of $47,984;  convertible  to common
     stock based on 75% of average price;  due on 6/30/2009,  net
     of unamortized discounted related to the debt discount of $0         47,984
     10% Interest;  principal of $13,000;  convertible  to common
     stock based on 75% of average price; due on 8/1/2009, net of
     unamortized  discount related to the debt discount of $2,840         10,160
     10%  Interest;  principal of $7,209;  convertible  to common
     stock based on 75% of average price; due on 12/31/2009,  net
     of  unamortized  discounted  related to the debt discount of
     $4,514                                                                2,695
     10% Interest;  principal of $23,847;  convertible  to common
     stock based on 75% of average price; due on 12/31/2009,  net
     of  unamortized  discounted  related to the debt discount of
     $14,749                                                               9,098
     10% Interest;  principal of $20,000;  convertible  to common
     stock based on 75% of average price; due on 12/31/2009,  net
     of  unamortized  discount  related to the debt  discount  of
     $13,156                                                               6,844

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

            Notes to the Condensed Consolidated Financial Statements
                                  June 30, 2009


     10% Interest;  principal of $25,000;  convertible  to common
     stock based on 75% of average price; due on 12/31/2009,  net
     of  unamortized  discount  related to the debt  discount  of
     $16,361                                                               8,639
     10% Interest;  principal of $70,000;  convertible  to common
     stock based on 75% of average price; due on 12/31/2009,  net
     of  unamortized  discount  related to the debt  discount  of
     $45,555                                                              24,445
     10% Interest;  principal of $36,867;  convertible  to common
     stock based on 75% of average price; due on 12/31/2009,  net
     of  unamortized  discounted  related to the debt discount of
     $22,783                                                              14,084
     5%  Interest;  principal of $73,977;  convertible  to common
     stock based on 75% of average price; due on 7/1/2009, net of
     unamortized  discount  related to the debt  discount of $606         73,371
     10% Interest;  principal of $22,263;  convertible  to common
     stock based on 75% of average price; due on 12/31/2009,  net
     of  unamortized  discounted  related to the debt discount of
     $20,926                                                               1,337
     10% Interest;  principal of $10,000;  convertible  to common
     stock based on 75% of average price; due on 12/31/2009,  net
     of  unamortized  discount  related to the debt  discount  of
     $6,570                                                                3,430
     10% Interest;  principal of $15,000;  convertible  to common
     stock based on 75% of average price; due on 10/29/2009,  net
     of  unamortized  discount  related to the debt  discount  of
     $10,275                                                               4,725
     10% Interest;  principal of $50,240;  convertible  to common
     stock based on 75% of average price; due on 12/31/2009,  net
     of  unamortized  discount  related to the debt  discount  of
     $32,220                                                              18,020
                                                                        --------
TOTAL SHORT TERM NOTES PAYABLE TO SHAREHOLDERS                          $381,381
                                                                        --------
SHORT TERM NOTES PAYABLE :
     10% Interest;  principal of $50,000;  convertible  to common
     stock based on 75% of average price; due on 12/31/2009,  net
     of  unamortized  discount  related to the debt  discount  of
     $32,696                                                              17,304
     10% Interest;  principal of $50,000;  convertible  to common
     stock based on 75% of average price; due on 12/31/2009,  net
     of  unamortized  discount  related to the debt  discount  of
     $32,698                                                              17,302
     10% Interest;  principal of $15,000;  convertible  to common
     stock based on 75% of average price; due on 12/31/2009,  net
     of  unamortized  discount  related to the debt  discount  of
     $9,575                                                                5,425
     10% Interest;  principal of $10,000;  convertible  to common
     stock based on 75% of average price; due on 12/31/2009,  net
     of  unamortized  discount  related to the debt  discount  of
     $6,865                                                                3,135
     10% Interest;  principal of $20,500;  convertible  to common
     stock based on 75% of average price; due on 12/31/2009,  net
     of  unamortized  discount  related to the debt  discount  of
     $11,766                                                               8,734
                                                                        --------
TOTAL SHORT TERM NOTES PAYABLE                                          $ 51,900
                                                                        --------

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

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

            Notes to the Condensed Consolidated Financial Statements
                                  June 30, 2009


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  $6,597 for the quarter  ended June 30, 2009.  The
balance of the note was $4,444 as of June 30, 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 $0  of  principal  and  interest  payments.  The
amortization  is being recorded as interest  expense and totaled $31,550 for the
quarter  ended June 30, 2009.  As of June 30, 2009,  the balance of the note was
$37,851.

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

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

            Notes to the Condensed Consolidated Financial Statements
                                  June 30, 2009


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
$4,469 for the quarter ended June 30, 2009. The balance of the note is $5,849 as
of June 30, 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 June 30, 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 June
30, 2009. The warrant amortization totaled $19,494 as of the quarter ended March
31, 2009. The balance of the note as of June 30, 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
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 June 30, 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

                                       15
<PAGE>
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
$4,071 for the quarter ended June 30, 2009. The warrant has been fully amortized
as of March 31, 2009. The balance of the note as of June 30, 2009 is $5,243.

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  $3,705 for the quarter  ended June 30, 2009.  The
balance of the note is $4,159 as of June 30, 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  $8,806 for the year ended June 30, 2009. The balance of the
note is $11,723 as of June 30, 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
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 June 30,
2009  and for the  period  from  inception  to June  30,  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:

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

            Notes to the Condensed Consolidated Financial Statements
                                  June 30, 2009


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  $9,490  as of the  quarter  ended  June 30,
2009.The balance of the note is $10,567 as of June 30, 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 June 30,
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 June 30,  2009.  During the first  quarter of 2009,  the note
Holder  converted a total of $21,905 of principal and interest  payments.  As of
June 30, 2009, the balance of the note was $15,933.

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
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

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

            Notes to the Condensed Consolidated Financial Statements
                                  June 30, 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  $3,154 for the quarter ended June 30, 2009. The balance of the note was
$3,512 as of June 30, 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  $2,803 for the quarter  ended June 30, 2009.  The
balance of the note as of June 30, 2009 is $3,457.

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 June 30, 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 June 30, 2009.

The  amortization is being recorded as interest  expense and totaled $10,070 for
the  quarter  ended June 30,  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 June 30, 2009 was $15,981.

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  $1,872 for the quarter  ended June 30, 2009.  The
balance of the note was $2,448 as of June 30, 2009.

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

            Notes to the Condensed Consolidated Financial Statements
                                  June 30, 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  $2,964 for the quarter  ended June 30, 2009.  The
debt  discount of $1,953 was reversed  against  additional-paid-in  capital with
beneficial conversion feature. The balance of the note was $3,457 as of June 30,
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 June
30,  2009  and for the  period  from  inception  to June  30,  2009.  Since  the
beneficial conversion feature discount has been fully amortization,  the loss of
extinguishment  of $26,275 is  recorded  for the  quarter  ended June 30,  2009.
During the second  quarter of 2007,  one of the two notes was fully paid off and
as of June 30, 2009 the principal balance on the remaining note was $66,107. The
balance of on the remaining note is $47,984 as of June 30, 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
$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  $7,632 for the quarter ended June 30, 2009.  The balance of
the note was $10,160 as of June 30, 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

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

            Notes to the Condensed Consolidated Financial Statements
                                  June 30, 2009


amortized over the life of the debenture.  The amortization is being recorded as
interest  expense and totaled  $2,137 for the quarter  ended June 30, 2009.  The
balance of the note as of June 30, 2009 was $2,695.

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  $7,069 for the quarter  ended June 30, 2009.  The
balance of the note was $9,098 as of June 30, 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  $5,928 for the quarter  ended June 30, 2009.  The
balance of the note was $6,844 as of June 30, 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  $7,410 for the quarter  ended June 30, 2009.  The
balance of the note was $8,639 as of June 30, 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
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  $20,749 for the quarter ended June 30, 2009.  The
balance of the note was $24,445 as of June 30, 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

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

            Notes to the Condensed Consolidated Financial Statements
                                  June 30, 2009


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 $10,928 for the quarter
ended June 30, 2009. The balance of the note as of June 30, 2009 was $14,084.

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
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  $54,290  for the  quarter  ended June 30,  2009 and for the period from
inception to June 30, 2009. During the fiscal year, the note Holders converted a
total of $0 of principal and interest payments.  As of June 30, 2009, the second
note in the  amount  of  $22,302  has been  paid in  full.  The  balance  of the
remaining note was $73,371 as of June 30, 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

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

            Notes to the Condensed Consolidated Financial Statements
                                  June 30, 2009


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 $13,210 as of the year
ended June 30, 2009.  The warrant has been fully  amortized as of June 30, 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 $1,337 as of June
30, 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  $2,964 for the quarter  ended June 30, 2009.  The
balance of the note was $3,430 as of June 30, 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
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  $3,740 for the quarter  ended June 30, 2009.  The
balance of the note was $4,725 as of June 30, 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

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

            Notes to the Condensed Consolidated Financial Statements
                                  June 30, 2009


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 $14,181 for
the quarter from inception to June 30, 2009. The balance of the note was $18,020
as of June 30, 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  $14,821 for the quarter ended June 30, 2009.  The
balance of the note was $17,304 as of June 30, 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
amortized over the life of the debenture.  The amortization is being recorded as
interest expense and totaled $14,821 for the quarter ended June 30, 2009 and for
the  period  from  inception  to June  30,  2009.  The  balance  of the note was
$17,302as of June 30, 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  $4,446 for the quarter  ended June 30, 2009.  The
balance of the note was $5,425 as of June 30, 2009.

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

            Notes to the Condensed Consolidated Financial Statements
                                  June 30, 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  $2,964 for the quarter  ended June 30, 2009.  The
balance of the note was $3,135 as of June 30, 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 $6,663 for the quarter ended June 30, 2009 and for
the period from  inception to June 30, 2009.  The balance of the note was $8,734
as of June 30, 2009.

LINE OF CREDIT

The Company has a revolving line of credit from a bank,  with 18% Interest.  The
interest payment was $57 for the quarter ended June 30, 2009. The balance of the
line was $2,802 as of June 30, 2009.

NOTE 6: STOCKHOLDERS' EQUITY

PREFERRED STOCK

AMENDMENTS TO SERIES D, E, AND F PREFERRED STOCK

On April 20, 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.

On April 20, 2009, the Company issued 50,000 shares of Series D Preferred  Stock
at $50,000.

COMMON STOCK

During  the  quarter  ended  June  30,  2009,  the  Company  issued  a total  of
397,424,897  shares of common  stock  valued at $59,260  for  repayment  of debt
detailed in the following chart:

                    Number of       Aggregate
Date of Issue     Shares Issued    Sales Price         Nature of Transaction
-------------     -------------    -----------         ---------------------

  4/06/2009         40,000,000      $ 4,000      In exchange for debt repayment
  4/20/2009         48,000,000      $ 3,600      In exchange for debt repayment

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

            Notes to the Condensed Consolidated Financial Statements
                                  June 30, 2009


  4/20/2009         55,557,150      $11,459      In exchange for debt repayment
  5/29/2009         62,000,000      $12,400      In exchange for debt repayment
  5/29/2009         62,000,000      $ 9,300      In exchange for debt repayment
  6/26/2009         64,867,747      $11,676      In exchange for debt repayment
  6/26/2009         65,000,000      $ 6,825      In exchange for debt repayment
                   -----------      -------
Total              397,424,897      $59,260
                   ===========      =======

NOTE 7: 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
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.

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.  The  Company  has paid the
deposit of $161,500 for the consideration of the purchase.

However,  on July 10,  2009,  the Company made the decision to rescind the Stock
Sale and Purchase Agreement. The Company believes that the decision was made for
the best  interest of the company and the  investors.  The Company has requested
that Wuhan Intepower Co., Ltd.  immediately  refund the US$161,500.  The Company
will seek legal assistance in China to recover the said amount plus interest for
the Company.

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

            Notes to the Condensed Consolidated Financial Statements
                                  June 30, 2009


NOTE 8: DERIVATIVE LIABILITY

As of June  30,  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 10,715,370,152  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 $0.0002  per
share on 6/30/2009.  The  remaining  common stock  equivalent  of  5,715,370,152
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 280.50%,  a contractual life of approximately 4 and half months, a
zero dividend rate,  0.35% risk free interest  rate,  exercise price of $0.00019
and the fair value of common stock of $0.0002 per share as of June 30, 2009, the
Company  determined the allocated fair value of the  derivative  liability.  The
Company  reflected an income of $1,329,177 in the quarter ended June 30, 2009 to
adjust the derivative  liability as of June 30, 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

Management has reviewed  material  subsequent  events through August 17, 2009 in
accordance with SFAS No. 165.

The Company  issued the  following  Common  Stocks  after the end of the quarter
ended June 30, 2009 and prior to the filing of these financial statements.

The  Company  issued  67,500,000  shares of common  stock  valued at $11,897 for
repayment of debt in July, 2009.

The  Company  issued  68,000,000  shares of common  stock  valued at $10,200 for
repayment of debt in August, 2009.

The Company  issued 50,000 shares of Series D Preferred  Stock valued at $50,000
in August,  2009.  The Company has received  $50,000 as investor  deposit in the
first quarter of 2009.

                                       26
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS.

                     CAUTIONARY FORWARD - 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 JUNE 30,  2009  COMPARED TO THREE
MONTHS ENDED JUNE 30, 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  June  30,  2009,  Operating  Expenses  for  current
operations totaled $128,956 is $3,128 less than the period ended June 30, 2008's
Operating  Expenses of $132,084.  The  decrease of $3,128 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 June  30,  2009,  change  in fair  value  of
derivative  resulting  in an  increase  of  $1,329,177.  There was no such other
income in the quarter  ended June 2008.  During the quarter ended June 30, 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  10,715,370,152  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 $0.0002  per
share on June 30, 2009. The remaining  common stock  equivalent of 5,715,370,152
shares has been accounted for as a derivative  liability.  The fair value of the
derivative of $728,030 was determined by utilizing the  Black-Scholes  valuation
model.

     Other significant  changes in our results of operations include the Loss on
Extinguishment of Debt of $26,275 in the quarter ended June 30, 2009. There were
no such expenses in the quarter ended June 30, 2008.

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.

                                       27
<PAGE>
     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.

     Additionally,  we may  experience a cash shortfall and be required to raise
additional  capital.  In the quarter ended June 30, 2009 and year ended December
31, 2008 we relied on funds from the sale of shares of stocks 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 $6,597;  convertible  to common
     stock based on 75% of average price; due on 9/3/2009, net of
     unamortized  discount related to the debt discount of $2,153          4,444
     10% Interest;  principal of $110,802;  convertible to common
     stock based on 75% of average price; due on 12/31/2009,  net
     of  unamortized  discounted  related to the debt discount of
     $72,951                                                              37,851
     10% Interest;  principal of $11,000;  convertible  to common
     stock based on 75% of average price;  due on 10/9/2009,  net
     of  unamortized  discount  related to the debt  discount  of
     $5,151                                                                5,849
     10% Interest;  principal of $31,925;  convertible  to common
     stock based on 75% of average price; due on 12/31/2009,  net
     of unamortized discounted related to the debt discount of $0         31,925
     10% Interest;  principal of $10,269;  convertible  to common
     stock based on 75% of average price; due on 12/31/2009,  net
     of  unamortized  discounted  related to the debt discount of
     $5,026                                                                5,243
     10% Interest;  principal of $12,500;  convertible  to common
     stock based on 75% of average price; due on 12/31/2009,  net
     of  unamortized  discount  related to the debt  discount  of
     $8,341                                                                4,159
     10% Interest;  principal of $15,000;  convertible  to common
     stock based on 75% of average price; due on 8/1/2009, net of
     unamortized  discount related to the debt discount of $3,277         11,723
     10% Interest;  principal of $32,017;  convertible  to common
     stock based on 75% of average price; due on 12/31/2009,  net
     of  unamortized  discount  related to the debt  discount  of
     $21,449                                                              10,567
     10% Interest;  principal of $51,239;  convertible  to common
     stock based on 75% of average price; due on 12/31/2009,  net
     of  unamortized  discounted  related to the debt discount of
     $35,306                                                              15,933
     10% Interest;  principal of $10,642;  convertible  to common
     stock based on 75% of average price; due on 12/31/2009,  net
     of  unamortized  discount  related to the debt  discount  of
     $7,129                                                                3,512
     10%  Interest;  principal of $9,458;  convertible  to common
     stock based on 75% of average price; due on 12/31/2009,  net
     of  unamortized  discounted  related to the debt discount of
     $6,001                                                                3,457
     10% Interest;  principal of $37,133;  convertible  to common
     stock based on 75% of average price; due on 12/31/2009,  net
     of  unamortized  discounted  related to the debt discount of
     $21,152                                                              15,981
     10%  Interest;  principal of $5,000;  convertible  to common
     stock based on 75% of average price; due on 10/28/2009,  net
     of  unamortized  discount  related to the debt  discount  of
     $2,552                                                                2,448
     10% Interest;  principal of $10,000;  convertible  to common
     stock based on 75% of average price; due on 12/31/2009,  net
     of  unamortized  discount  related to the debt  discount  of
     $6,543                                                                3,457
     10% Interest;  principal of $47,984;  convertible  to common
     stock based on 75% of average price;  due on 6/30/2009,  net
     of unamortized discounted related to the debt discount of $0         47,984

                                       28
<PAGE>
     10% Interest;  principal of $13,000;  convertible  to common
     stock based on 75% of average price; due on 8/1/2009, net of
     unamortized  discount related to the debt discount of $2,840         10,160
     10%  Interest;  principal of $7,209;  convertible  to common
     stock based on 75% of average price; due on 12/31/2009,  net
     of  unamortized  discounted  related to the debt discount of
     $4,514                                                                2,695
     10% Interest;  principal of $23,847;  convertible  to common
     stock based on 75% of average price; due on 12/31/2009,  net
     of  unamortized  discounted  related to the debt discount of
     $14,749                                                               9,098
     10% Interest;  principal of $20,000;  convertible  to common
     stock based on 75% of average price; due on 12/31/2009,  net
     of  unamortized  discount  related to the debt  discount  of
     $13,156                                                               6,844
     10% Interest;  principal of $25,000;  convertible  to common
     stock based on 75% of average price; due on 12/31/2009,  net
     of  unamortized  discount  related to the debt  discount  of
     $16,361                                                               8,639
     10% Interest;  principal of $70,000;  convertible  to common
     stock based on 75% of average price; due on 12/31/2009,  net
     of  unamortized  discount  related to the debt  discount  of
     $45,555                                                              24,445
     10% Interest;  principal of $36,867;  convertible  to common
     stock based on 75% of average price; due on 12/31/2009,  net
     of  unamortized  discounted  related to the debt discount of
     $22,783                                                              14,084
     5%  Interest;  principal of $73,977;  convertible  to common
     stock based on 75% of average price; due on 7/1/2009, net of
     unamortized  discount  related to the debt  discount of $606         73,371
     10% Interest;  principal of $22,263;  convertible  to common
     stock based on 75% of average price; due on 12/31/2009,  net
     of  unamortized  discounted  related to the debt discount of
     $20,926                                                               1,337
     10% Interest;  principal of $10,000;  convertible  to common
     stock based on 75% of average price; due on 12/31/2009,  net
     of  unamortized  discount  related to the debt  discount  of
     $6,570                                                                3,430
     10% Interest;  principal of $15,000;  convertible  to common
     stock based on 75% of average price; due on 10/29/2009,  net
     of  unamortized  discount  related to the debt  discount  of
     $10,275                                                               4,725
     10% Interest;  principal of $50,240;  convertible  to common
     stock based on 75% of average price; due on 12/31/2009,  net
     of  unamortized  discount  related to the debt  discount  of
     $32,220                                                              18,020
                                                                        --------
TOTAL SHORT TERM NOTES PAYABLE TO SHAREHOLDERS                          $381,381
                                                                        --------
SHORT TERM NOTES PAYABLE :
     10% Interest;  principal of $50,000;  convertible  to common
     stock based on 75% of average price; due on 12/31/2009,  net
     of  unamortized  discount  related to the debt  discount  of
     $32,696                                                              17,304
     10% Interest;  principal of $50,000;  convertible  to common
     stock based on 75% of average price; due on 12/31/2009,  net
     of  unamortized  discount  related to the debt  discount  of
     $32,698                                                              17,302
     10% Interest;  principal of $15,000;  convertible  to common
     stock based on 75% of average price; due on 12/31/2009,  net
     of  unamortized  discount  related to the debt  discount  of
     $9,575                                                                5,425
     10% Interest;  principal of $10,000;  convertible  to common
     stock based on 75% of average price; due on 12/31/2009,  net
     of  unamortized  discount  related to the debt  discount  of
     $6,865                                                                3,135
     10% Interest;  principal of $20,500;  convertible  to common
     stock based on 75% of average price; due on 12/31/2009,  net
     of  unamortized  discount  related to the debt  discount  of
     $11,766                                                               8,734
                                                                        --------
TOTAL SHORT TERM NOTES PAYABLE                                          $ 51,900
                                                                        --------

PERIOD ENDED JUNE 30, 2009

     As of June 30, 2009,  the  Company's  current  assets were $162,806 and its
current  liabilities were $1,575,421,  resulting in a working capital deficit of
$1,412,615.  As of June 30, 2009,  current  assets were comprised of (i) $295 in
cash; (ii) $161,500 deposit on Wuhan Wufeng Machinery  Company;  (iii) $1,011 in
other current assets.

     As of June 30, 2009, current  liabilities were comprised of (i) $728,030 in
derivative liability; (ii) $381,381 in notes payable to stockholders and $51,900
in notes  payable;  (iii)  $253,138  in accounts  payable and accrued  expenses,
$108,170 of accrued  expenses for related  parties;  (iv)  investor  deposits of
$50,000; (v) line of credit in the amount of $2,802.

                                       29
<PAGE>
     As of June 30, 2009, the Company's total assets were $164,806 and its total
liabilities were $1,575,421 with a net stockholder's deficit of $1,410,615.

     For the six months  ended June 30,  2009,  net cash flows used in operating
activities  were  ($104,007)  compared  to net  cash  flows  used  in  operating
activities  of  ($288,642),  before  the  net  cash  used  in  and  provided  by
discontinued operations, for the six months ended June 30, 2008. The increase of
$184,635 during the twelve-month  period ended June 30 2009 was primarily due to
the  decrease of net loss and the  non-cash  change in fair value of  derivative
liability.

     For the six months  ended June 30,  2009 and June 30,  2008,  there were no
cash outflows related to investment activities.

     For the twelve-month period ended June 30, 2009, net cash flows provided by
financing  activities  was  $102,802  compared  to net cash  flows  provided  by
financing  activities  of $413,963  for the  twelve-month  period ended June 30,
2008. Cash inflows in 2009 consisted primarily of proceeds from the note payable
and investor deposit. The decrease of $311,161 was primarily due to the decrease
of the additional loan proceeds from creditors.

     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.

     Meanwhile,  the Company is in  negotiations  of entering into Memorandum of
Understanding (MOUS) with a major steel structure contractor in China,  together
with two U.S.  companies  in the  business of light steel  structures  and steel
construction  material,  to form Joint Venture companies to manufacture,  supply
and install the steel structure products to the projects in China, including the
Suijiang New Town projects,  as well the projects in the  earthquake  regions of
Sichuan  and Yunnan  Provinces.  Other  than as a partner  and  investor  in the
possible  Joint Venture  companies,  the Company will also be directly  involved
with the management and coordination of the Joint Venture companies, as well the
projects in China.

     The Company believes that as a partner of the Joint Venture companies,  the
coming projects will not only bring in revenue to the Company but also add solid
assets from the  percentage  of share of the Joint  Venture  companies  that the
Company will own. The Company  believes that it will  maintain  stable income by
providing  management and  coordination  to the Joint Venture  companies and the
projects in China, as well the profit sharing from the Joint Ventures  companies
in accordance to the percentage that the Company will own.

     In the past six months,  the Company  funded  operations  through  debt and
securities issuances. For the rest of the fiscal year of 2009, the Company plans
to continue to fund the Company  through debt and  securities  until the Company
generates revenues through operations as stated above.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK.

     Not applicable.

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

                                       30
<PAGE>
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 June 30,
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 June 30, 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:

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

                                       31
<PAGE>
     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 June
30, 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.

     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

                                       32
<PAGE>
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 June 30, 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.

                                       33
<PAGE>
                           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 March 31, 2009, the Company has issued the following shares of common
stock without registration under the Securities Act of 1933:

                       Number of          Aggregate
Date of Issue        Shares Issued       Sales Price      Nature of Transaction
-------------        -------------       -----------      ---------------------

  4/6/2009             40,000,000          $ 4,000          Debt cancellation
  4/21/2009            55,557,150          $11,450          Debt cancellation
  4/21/2009            48,000,000          $ 3,600          Debt cancellation
  5/29/2009            62,000,000          $12,400          Debt cancellation
  5/29/2009            62,000,000          $ 9,300          Debt cancellation
  6/26/2009            65,000,000          $ 6,825          Debt cancellation
  6/26/2009            64,867,747          $11,676          Debt cancellation
  7/27/2009            67,500,000          $11,897          Debt cancellation
  8/6/2009             68,000,000          $10,200          Debt cancellation

     Since March 31, 2009, the Company has issued the following shares of Series
D Preferred  Stock without  registration  under the  Securities  Act of 1933, as
amended.

                       Number of          Aggregate
Date of Issue        Shares Issued       Sales Price      Nature of Transaction
-------------        -------------       -----------      ---------------------

  8/3/2009              50,000             $50,000          Cash Investment

     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.

ITEM 6. EXHIBITS.

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

                                       34
<PAGE>
                                  EXHIBIT INDEX

     List of Exhibits attached or incorporated by reference pursuant to Item 601
of Regulation S-K:

Exhibit No.                              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).

                                       35
<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).

                                       36
<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: August 17, 2009            /s/ Kenneth Yeung
                                 -----------------------------------------------
                                 Kenneth Yeung
                                 President, Chief Executive Officer and
                                 Chief Financial Officer (Principal
                                 Accounting, Executive and Financial Officer)


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