SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB


                 [X] ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934


                   For the fiscal year ended December 31, 2003


        [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
                              EXCHANGE ACT OF 1934


                        Commission file number 333-67484


                     INTERNATIONAL BROADCASTING CORPORATION
                     --------------------------------------
                 (Name of Small Business Issuer in Its Charter)


                  Nevada                               91-2101440
                 -------                               ----------
     (State or Other Jurisdiction of                (I.R.S. Employer
     Incorporation or Organization)                Identification No.)


             127 W. Clark Avenue, Suite #201, Santa Maria, CA 93455
               (Address of Principal Executive Offices)(Zip Code)


                                  (805)938-5573
                                  -------------
                (Issuer's Telephone Number, Including Area Code)


                  Securities registered under Section 12(b) of
                      the Securities Exchange Act of 1934:


    Title of Each Class        Name of Each Exchange on Which Registered
    -------------------        -----------------------------------------
           None                                  None


                  Securities registered under Section 12(g) of
                      the Securities Exchange Act of 1934:


                    COMMON STOCK, PAR VALUE $.0001 PER SHARE
                    ----------------------------------------
                                (Title of Class)


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

Check if disclosure of delinquent filers in response to Item 405 of Regulation
S-B is not contained in this form, and no disclosure will be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. [X]

State registrant's revenues for the year ended December 31, 2003 $87,424.

<PAGE>

State the aggregate market value of the voting stock held by non-affiliates of
the registrant on April 8, 2004 computed by reference to the closing bid price
of International Broadcasting, Corporation. on that date:
$1,170,597

                      APPLICABLE ONLY TO CORPORATE ISSUERS

The number of shares outstanding of the registrant's Common Stock, par value
$.0001 per share (the Common Stock), as of April 8, 2004 was 89,219,900.

Transitional Small Business Disclosure Format (check one): Yes No X

                       DOCUMENTS INCORPORATED BY REFERENCE

If the following documents are incorporated by reference, briefly describe them
and identify the part of Form 10-KSB into which the document is incorporated:
(1) Any Annual Report to security holders; (2) Any proxy of information
statement; and (3) Any prospectus filed pursuant to rule 424(b) of the
Securities Act of 1933(Securities Act:). Not Applicable





































<PAGE>

 International Broadcasting Corporation 2003 Form 10-KSB Annual Report

                          Table of Contents
                                                                    Page
              Part I

Item 1    Description of Business ....................................2

Item 2    Description of Property ....................................5

Item 3    Legal Proceedings ..........................................5

Item 4    Submission of Matters to a
           Vote of Security Holders ..................................5

              Part II

Item 5    Market for Common Equity and
           Related Stockholder Matters ...............................5

Item 6    Management's Discussion and
           Analysis or Plan of Operation .............................5

Item 7    Financial Statements .......................................7

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

Item 8a   Controls and Procedures ....................................8

              Part III

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

Item 10   Executive Compensation .....................................9

Item 11   Security Ownership of Certain
           Beneficial Owners and Management .........................11

Item 12   Certain Relationships and Related
           Transactions .............................................12

Item 13   Exhibits and Reports on Form 8-K ..........................12

Item 14   Principal Accountant Fees and Services.....................12

                                        1

<PAGE>

ITEM 1. DESCRIPTION OF BUSINESS

GENERAL

We are a developer of publishing, media, and broadcasting related businesses and
ventures. The Company is essentially an online and offline content provider with
three divisions: IBC Radio Network, IBC News Network, and IBC Entertainment
Group.

IBC Radio Network is a 24/7 radio service with a unique, all-talk format focused
on business, news, science and the paranormal. The network seeks to carry niche
programs not found anywhere else. Radio is an informative and entertaining
format that has the test of time behind it.

IBC News Network consists of two different services: 1) An email-based premium
service focused on providing profitable short term Micro-Cap "stock tips" to
paid subscribers and 2) A press release and news distribution service focused on
providing timely financial news, market commentary and other information
critical to Micro-Cap stock investors. The IBC News Network is a highly
specialized news service that delivers business and financial news and
information focusing exclusively on publicly-traded companies that fall into the
Micro-Cap category (stocks under $5). These stocks are quoted on the NASDAQ,
NYSE, AMEX, OTCBB, and Pink Sheets. The goal is for the division to earn a
reputation as an authoritative, independent, and unbiased news and information
source on microcap stocks, free from any spin, slant or editorial angle. The
website is designed to become a viable destination that generates revenue
through subscriptions to the premium service, advertising/sponsorship fees and
news distribution fees. The concept is to create a service similar to "Wall
Street Journal," "Investors Business Daily," but focused on small
publicly-traded companies that do not receive mainstream press coverage from
such prestigious major business media.

The IBC Entertainment Group endeavors to pursue and gain market share in the
independent movie production and distribution industry, beginning with an
online, on-demand Internet movie website called cultmoviesonline.com. This
dynamic website was the first to exclusively offer hard-to-find, unconventional
full-length feature films for broadcast streaming via the Internet . Established
in January 2002 and acquired in August 2002 by IBC, Cult Movies Online reaches a
global audience and was the first of planned websites designed to capture
subscription-based and pay-per-view revenues from the multi-billion dollar
Internet broadband market.

Our services

We provide a 24/7 radio service focused on niche content like business, news,
science and the paranormal. We broadcast via satellite 24/7.

We provide news and information sourced from a wide array of news sources
including television, news wires and the Internet, combined with original
editorial commentary. We do not have content supply agreements with these third
party sources; rather the content is free, publicly available information which
we aggregate in our web sites and on our radio shows. As we continue to expand
the content on our web sites and on our radio shows, we may enter into
agreements with third party content providers upon customary terms and
conditions. As of the date hereof, however, we have not entered into
negotiations with any third party content providers. We launched our web sites
in December 2000. Since launching our sites, we have developed an opt-in
subscriber email list.

The home page of each of our web sites organizes the content in an easy to view
format, and visitors to the site can access an array of information including:

                                        2

<PAGE>

- A prominently placed table showing the five most active OTCBB stocks from the
trading day, including the symbol, daily volume and percentage of change in the
volume from the prior trading day.

- A delayed quote look-up service,

- News headlines for companies

- Internet audio streams in multiple formats so our listeners can access our
radio shows via the web.

Original editorial commentary about timely issues affecting micro-cap stocks and
companies. The commentary has included such wide range topics from interviews
with CEOs at micro-cap companies, to articles explaining the meaning of an E
modifier on a ticker symbol to commentary on some of the abuses which can occur
in micro-caps.

Presently, our content is either aggregated from third party sources such as
news wires or is researched and written by our management in conjunction with
outside reporters.

As we continue to mature our business, over the next year it is our goal to
feature more original content on our radio shows and web sites. While much of
our content is free, we also provide paid premium services to a base of
subscribers.

On our websites we include a "Corporate Sponsor" advertising section. This
section includes brief summaries of companies, including a business description
and summary financial data, provided to us by the advertising company from
information contained in its current public filings. The information contained
in the Corporate Sponsor section will be clearly marked as advertising.

We supply our radio content to other web sites. Presently, our radio web site
can be linked to approximately thirty web sites, and we provide this access
without charge as we continue to implement our business plan. In the future we
intend to supply content to radio stations. This will expand our audience.

We currently deliver our services through three web sites: www.IBCradio.com,
www.IBCNN.com, and www.cultmoviesonline.com. The web sites are hosted for us by
third party providers utilizing two web servers to provide redundancy against
hardware failures. We have not experienced any major system failures since the
launch of our web site.

The third division is the IBC Entertainment Group which intends to pursue and
gain market share in the independent movie production and distribution industry
beginning with the online, on-demand internet website CultMovies Online. This
dynamic website is the first to exclusively offer hard-to-find, unconventional
full-length feature films for broadcast streaming via the Internet. Established
in January 2002 and acquired in August 2002 by IBC, Cult Movies Online reaches a
global audience, and is designed to capture subscription-based and pay-per-view
revenues from the multi-billion dollar internet broadband market.

Our business model

Our radio service has grown over the past year. We now broadcast 24/7 via
satellite. The radio-advertising model appears to be a promising aspect of the
business.

Since the launch of our web sites, we have been providing free access to our
sites in an effort to build brand awareness, increase traffic and create a ready
source of potential paid subscribers. Our long-term plan is to generate revenues
from the sale of advertising and subscriptions for premium services on our web
site. We intend to supplement these revenue streams from the sale of electronic
products, books and software.

As of January 1, 2001 we launched our initial Premium Service. This has
generated limited revenues without any advertising expenses.

We are still in the preliminary  stages of developing our  advertisers  plan. We
believe  that  our  target demographic  should  enable us to  build anexpanding
advertising  business.  We expect that as we increase our traffic and expand our
offering of news and commentary,  we should create opportunities both for
increased  financial  news-related  advertising  as well as  luxury-goods
advertising.

                                       3

<PAGE>

We intend to market our radio service and web sites through content-sharing
arrangements as well as through print and online advertisements. We intend to
target print advertising campaigns in an effort to increase awareness among
advertisers about our services. As we finalize our advertising plan, we will
seek to employ in-house sales personnel to sell advertising. We may also use
independent sales agents.

Intellectual property

We conduct our business under the trade names IBC Radio Network, IBC News
Network and IBC Entertainment Group, although we have not yet applied for a
registered trademark. We presently intend to apply for a registered trademark of
the name IBC Radio Network, IBC News Network and IBC Entertainment Group. There
can be no assurance, however, that we will be granted either trademark.

We have obtained the right to the Internet address www.IBCradio.com,
www.IBCNN.com, and www.cultmoviesonline.com. As with phone numbers, we do not
have and cannot acquire any property rights in an Internet address. To protect
our rights to intellectual property, we rely on a combination of trademark,
copyright law, trade secret protection, and confidentiality agreements, although
we do not have confidentiality agreements signed in every instance.

COMPETITION

We compete with a wide range of radio stations, radio networks, financial news
companies and news and information sites, including CNN, CNBC, Fox News, Clear
Channel, Premier Radio Network, Investor's Business Daily, Barron's, Bloomberg,
Dow Jones Newswire, PRNewswire, Reuters, TheStreet.com, Raging Bull.com, Yahoo!
Finance, Microsoft Investor, Motley Fool, and CBS MarketWatch.com. We also
compete with other web sites offering news and information on microcap stocks.
The vast majority of our competitors have more established brands, a longer
operating history and greater financial resources than we do. We believe our
market segment focus and the nature of our radio service and web site content
may provide us with a limited ability to compete. The barriers to entry into our
target market segment are limited and we expect increasing competition to
develop. These new competitors could be better capitalized than we are, which
could give them a significant advantage. There is the possibility that the
competitors could capture significant market share of our intended market. We
will also compete with a wide spectrum of other information media. Nearly all
publications and media seek to sell advertising space and much of this effort is
directly or indirectly competitive with our online content.

EMPLOYEES

As of December 31, 2003, we had three employees, five independent contractors
and 1 part-time employee, a salesperson. We have no collective bargaining
agreements with any unions and we believe that our overall relations with our
employees are excellent.

ITEM 2. DESCRIPTION OF PROPERTY

In March 2002, the Company entered into a month-to-month lease for approximately
560 square feet of office space with a monthly rent of $235. The Company
currently believes this space is inadequate for our growth and are in
negotiations to relocate.

ITEM 3. LEGAL PROCEEDINGS

None.

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

Not Applicable

                                       4

<PAGE>

                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED SHAREHOLDERS MATTERS

The Company's Common Stock presently trades on the OTC Bulletin Board under the
symbol IBCS. There are approximately 500 record holders of common stock.

                                               High          Low
2002
Second Quarter ................................$.10          $.05
Third Quarter .................................$.07          $.01
Fourth Quarter ................................$.01          $.01

2003
First Quarter .................................$.03          $.01
Second Quarter.................................$.06          $.01
Third Quarter..................................$.03          $.01
Fourth Quarter.................................$.02          $.01

2004
First Quarter..................................$.05          $.01

DIVIDEND POLICY

No dividends have been paid on the shares of our common stock, and we do not
anticipate the payment of cash dividends in the foreseeable future. We
anticipate that, for the foreseeable future any profit we report will be devoted
to our future operations and that cash dividends would not be paid to our
shareholders.

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

The following discussion should be read together with the information contained
in the financial statements and related notes included elsewhere in this report.

CRITICAL ACCOUNTING POLICIES

Financial Reporting Release No. 60, which was released by the SEC, requires all
companies to include a discussion of critical accounting policies or methods
used in the preparation of financial statements. Note 2 to our financial
statements includes a summary of the significant accounting policies and methods
used in the preparation of our financial statements. The following is a brief
discussion of the more significant accounting policies and methods used by us.

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

REVENUE RECOGNITION. Advertising and subscription revenues are recognized when
the services are completed.


RESULTS OF OPERATIONS

Advertising and fee revenue decreased from $83,284 for the year ended December
31, 2002 to $79,477 for the year ended December 31, 2003, a decrease of $3,807.
The decrease was do to reduced subscription revenue. On-Line movie revenues have
increased from $1,865 for the year ended December 31, 2002 to $7,947 for the
year ended December 31, 2003 an increase of $6,082 The increase in revenues was
do increased subscriptions to our CultMovies Online website.

General and administrative costs decreased from $311,943 for the year ended
December 31, 2002 to $272,806 for the year ended December 31, 2003 a decrease
of $39,137. The decrease was primarily due to a reduction in office expenses and
professional fees. Included in general and administrative costs are $172,385 of
accrued salary for the year ended December 31, 2003.

                                       5

<PAGE>

Consulting fees increased from $0 for the year ended December 31, 2002 to
$288,255 for the year ended December 31, 2003. Stock was issued to consultants
for advertising, marketing, creative and technical advise. This includes
promoting our advertising services to our target markets, launching and
expanding our radio service, and expanding our paid premium services to
Australia.

Depreciation has decreased from $31,954 for the year ended December 31, 2002 to
$17,460 for the year ended December 31, 2003 a decrease of $14,494. The
reduction is depreciation expense was primarily due to the sale of certain
assets during the year ended December 31, 2002

Liquidity and capital resources

Our working capital deficit at December 31, 2003 was $388,848. Net cash used in
operations for the year ended December 31, 2002 was $75,737 compared to $15,382
for the year ended December 31, 2003. During the year ended December 31, 2003
the Company issued Common Stock valued at $281,510 for consulting fees. Net cash
from (used in) investing activities was $27,800 for the year ended December 31,
2002 as compared to $0 for the year ended December 31, 2003. For the year ended
2002 the Company sold an automobile for $27,800. Cash flows provided by
financing activities was $53,000 for the year ended December 31, 2002 compared
to $10,900 for the year ended December 31, 2003. For the year ended December 31,
2003 two officers of the Company advanced a total of $10,900. These advances are
non interest bearing and are payable upon demand. Since inception, we have
funded our operations through the private placement of securities. In April 2001
we raised $25,000 through the private placement of common stock. In May and June
2001 we raised a total of $103,392 from a private placement of common Stock. In
January 2002 we raised an additional $53,000 from a private placement of common
stock.

We have generated limited revenues from both premium services and advertising.
These revenues have been sporadic and unpredictable. Our activities have been
limited to start-up activities that include the continued development of a
business plan and the initial activities involved in the launching of our radio
service and web sites and beginning development of our advertising plan. Working
capital to fund our operations has been generated from the proceeds of
approximately $236,000 received by us from the private placement of our
securities. During fiscal 2004 our plan of operation includes completing the
development of our advertising plan and premium subscriber services, as well as
the launch of at least one additional web site.

We are unable to predict at this time the exact amount of additional working
capital we will require to fund the continued implementation of our business
plan, however, in order to provide any additional working capital which we may
require, we will be required to raise additional capital through the sale of
equity or debt securities. As described below, we currently have no commitments
to provide us with any additional working capital. If we do not have sufficient
working capital to implement our plan of operation described above, it is likely
that we will cease operations.

The Company will endeavor to develop successful publishing, media and
broadcasting related businesses and ventures. The Company is essentially an
online web-based and offline content provider. The flagship division of IBC News
Network (fka OTCBB News Network) consists of two different services, 1) an email
based Premium Service focused on providing stock tips to paid subscribers, 2) a
press release and news distribution service focused on providing timely
financial news, market commentary and other information critical to micro-cap
stock investors. IBC News Network is a highly specialized news service that
delivers business and financial news and information focusing exclusively on
publicly-traded companies that fall into the micro-cap category. The goal is for
the division to earn a reputation as an authoritative, independent, and unbiased
news and information source on micro-cap stocks. The website is designed to
become a visible destination that generates revenue through subscriptions to the
premium service, advertising/sponsorship fees and news distribution fees.

We are currently attempting to expand our IBC News Network division by providing
another paid premium service focused on coverage of companies listed on the
Australian Stock Exchange. This will facilitate traders in North America to
trade after hours on a foreign stock exchange. We have strategic alliances with
Australian companies: Strategic Process (Re) Engineering Pty Ltd, Sharetrends
Pty Ltd, and Paterson Ord Minnett, a licensed securities dealer and corporate
member of the Australian Stock Exchange. Our agreement with this broker provides
paid subscribers with an electronic platform to trade Australian stocks. We are
in the early stages of setting up and marketing these services and have no
significant results to date.

                                       6

<PAGE>

IBC Radio Network is a 24/7 satellite-distributed radio service with a unique,
all-talk format. One of the most popular shows is STOCK TALK LIVE, a business
radio talk show focused exclusively on continuous coverage of micro-cap stocks
each and every stock market trading day. Stock Talk LIVE is a major milestone
not only for International Broadcasting Corporation but also for the financial
media industry and business information consumers as a whole. There are other
weekly and even daily short-length radio shows about tiny companies and stocks,
but to the best of our knowledge, no one has ever done LIVE continuous coverage
of micro-cap stocks each and every trading day from opening bell to the close.
We believe STOCK TALK LIVE is the very first. Other shows include THE LOU
GENTILE SHOW, TALK SHOW AMERICA, DREAMLAND WITH WHITLEY STRIEBER, FEET TO THE
FIRE, THE BLACK NIGHT AND SQUIRE G SHOW, ENCOUNTERS, SOUND EXPLORER, JACK
LANDMAN'S CYBERCITY RADIO, and THE SPACE SHOW. We have exclusive rights to these
shows. Our audience is growing rapidly and we believe the radio service provides
the most promise of all the divisions.

We have begun to offer retail products like satellite equipment, radios, and
other products via direct marketing using shopping cart software on our
websites. These products have had limited sales to date. We have a strategic
alliance with a third party software developer to provide advanced trading
software to our listeners and subscribers. We are in the early stages of
marketing the service.

The third division is the IBC Entertainment Group which intends to pursue and
gain market share in the independent movie production and distribution industry
beginning with the online, on-demand internet website CultMovies Online. To the
best of our knowledge, this dynamic website is the first to exclusively offer
hard-to-find, unconventional full-length feature films for broadcast streaming
via the Internet. Established in January 2002 and acquired in August 2002 by
IBC, Cult Movies Online reaches a global audience, and is the first of planned
websites designed to capture subscription-based and pay-per-view revenues from
the multi-billion dollar internet broadband market. During 2003 we made some
effort to expand and grow the division. We had arrangements with businesses in
the set-top box industry. We have decided to abandon these efforts and
arrangements due to the funding requirements that we could not meet. We
concluded that entering the online movie business is cost prohibitive at this
time due to lack of proper funding. In 2004 we intend to maintain the Cultmovies
Online website as it is self sufficient. Our primary focus will be primarily on
the radio service and paid premium services.

The report of our independent auditors on our financial statements as of
December 31, 2003 contains an explanatory paragraph regarding an uncertainty
with respect to our ability to continue as a going concern. We are not
generating significant revenues and have an accumulated deficit of ($1,003,690).
We anticipate that our use of cash will be substantial for the foreseeable
future. We expect that funding for these expenditures will be available out of
our future cash flow and issuance of equity and/or debt securities during the
next 12 months and thereafter. There can be no assurance whether or not such
financing will be available on terms satisfactory to management. If we do not
obtain additional financing, we will be unable to continue to implement our
business plan and may be required to cease operations.


ITEM 7. FINANCIAL STATEMENTS

See Index to Financial Statements for the financial statements included in Form
10-KSB

                                       7

<PAGE>

                     INTERNATIONAL BROADCASTING CORPORATION
                              FINANCIAL STATEMENTS



                                      INDEX


                                                                Page Number

INDEPENDENT AUDITORS' REPORT                                        F-2

       Balance Sheet                                                F-3

       Statements of Operations                                     F-4

       Statements of Stockholders' Deficit                          F-5

       Statements of Cash Flows                                     F-6

       Notes to Financial Statements                             F-7 to F-9





<PAGE>

                          INDEPENDENT AUDITORS' REPORT



Board of Directors and Stockholders
International Broadcasting Corporation

We have audited the accompanying balance sheet of International Broadcasting
Corporation as of December 31, 2003 and the related statements of operations,
stockholders' deficit and cash flows for the years ended December 31, 2003 and
2002, These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, the
financial position of International Broadcasting Corporation as of December 31,
2003 the results of its operations and its cash flows for the years ended
December 31, 2003 and 2002, in conformity with accounting principles generally
accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company has incurred operating
losses since inception of $1,003,690 and has negative working capital of
$388,848. These conditions raise substantial doubt about its ability to continue
as a going concern without the raising of additional debt and/or equity
financing to fund operations. Management is actively pursuing new debt and/or
equity financing and continually evaluating the Company's profitability, however
any results of their plans and actions cannot be assured. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.





 /s/Sherb & Co., LLP
 --------------------
    Sherb & Co., LLP
Certified Public Accountants



New York, New York
April 8, 2004

                                      F-2

<PAGE>

                     INTERNATIONAL BROADCASTING CORPORATION
                                 Balance Sheet
                      For the Year Ended December 31, 2003
Current assets:
     Cash                                                    $     1,012
     Marketable securities                                         5,020
                                                             ------------

         Total current assets                                      6,032


Property and equipment, net                                       43,820
                                                             ------------

                                                             $    49,852
                                                             ============


                           LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
     Accounts payable and accrued expenses                   $    63,741
     Accrued wages                                               320,239
     Due to related party                                         10,900
                                                             ------------

         Total current liabilities                               394,880


Stockholders' deficit:
     Common stock, $.0001 par value; 200,000,000 authorized,
     89,019,900 issued and outstanding                             8,902
     Preferred stock, $.0001 par value; 10,000,000
     authorized, 0 issued and outstanding                           -
     Additional paid-in capital                                  666,240
     Unrealized loss on marketable securities                    (16,480)
     Accumulated deficit                                      (1,003,690)
                                                              -----------

         Total stockholders' deficit                            (345,028)
                                                              -----------

                                                              $   49,852
                                                              ===========

                                      F-3

                 See accompanying notes to financial statements

<PAGE>

                     INTERNATIONAL BROADCASTING CORPORATION
                            Statements of Operations
                  For the Years Ended December 31, 2003 & 2002

                                                    Years Ended
                                                    December 31,
                                            2003                    2002
                                     -------------------    -------------------
Revenues:

Advertising and fee revenue          $          79,477      $           83,284
On-line movies                                   7,947                   1,865
                                     -------------------    -------------------

Total revenue                                   87,424                  85,149

Expenses:

General and administrative                     272,806                 311,943
Consulting fees                                288,255                    -
Depreciation and amortization                   17,460                  31,954
                                     ------------------     -------------------

OPERATING LOSS                                (491,097)               (258,748)

Other expenses:
Impairment of intangible                        40,000                    -
                                     ------------------     -------------------

NET LOSS                             $        (531,097)     $         (258,748)
                                     ==================     ===================
NET LOSS PER COMMON SHARE -
        BASIC AND DILUTED            $           (0.01)     $            (0.00)
                                     ==================     ===================

WEIGHTED AVERAGE COMMON SHARES
        OUTSTANDING                         81,554,667              76,850,685
                                     ==================     ===================

                                      F-4

                 See accompanying notes to financial statements

<PAGE>

                     INTERNATIONAL BROADCASTING CORPORATION
                       Statements of Stockholders' Deficit
                      For the Year Ended December 31, 2003


<TABLE>
<CAPTION>


                                            Common Stock                       Unrealized
                                       -----------------------   Additional       Gain /
                                         Number of                Paid-in       (Loss) on   Accumulated
                                          Shares       Amount     Capital      Securities     Deficit        Total
                                       -------------   -------   -----------  ------------  ------------  ----------
<S>               <C> <C>                <C>            <C>         <C>            <C>         <C>           <C>
Balance, December 31, 2001               70,849,900    $7,085    $  273,547   $    12,500   $  (213,845)  $  79,287

Sale of common stock                      5,300,000       530        52,470          -             -         53,000

Purchase of intangible assets             3,000,000       300        59,700          -             -         60,000

Unrealized loss                                -         -             -          (20,600)         -        (20,600)

Net loss                                       -         -             -             -         (258,748)   (258,748)
                                      -------------   --------   -----------  ------------  ------------  ----------
Balance December 31, 2002                79,149,900     7,915       385,717        (8,100)     (472,593)    (87,061)

Issuance of stock for consulting fees     9,870,000       987       280,523          -             -        281,510

Unrealized loss                                -         -             -           (8,380)         -         (8,380)

Net loss                                       -         -             -             -         (531,097)   (531,097)
                                       -------------   -------   -----------  ------------  ------------  ----------
Balance December 31, 2003                89,019,900    $8,902    $  666,240   $   (16,480)  $(1,003,690)  $(345,028)
                                       =============   =======   ===========  ============  ============  ==========


</TABLE>

                                      F-5

                 See accompanying notes to financial statements

<PAGE>

                     INTERNATIONAL BROADCASTING CORPORATION
                            Statements of Cash Flows
                  For the Years Ended December 31, 2003 & 2002

                                                      For the years ended
                                                         December 31,
                                                 2003                 2002
                                            ---------------      ---------------
NET LOSS                                    $     (531,097)      $     (258,748)
                                            ---------------      ---------------

Adjustments used to reconcile net loss
to net cash used in operating activities:
   Depreciation and amortization                    34,474               31,954
   Common stock issued for services                281,510                 -
   Loss on sale of fixed assets                       -                   7,106
   Non-cash fees received                           12,500                 -
   Impairment of intangible                         40,000                 -
 Decrease in accounts receivable                     3,000                1,500
 Increase in accounts payable and
  accrued wages                                    144,231              142,451
                                            ---------------      ---------------
CASH USED IN OPERATING ACTIVITIES                  (15,382)             (75,737)

CASH FLOWS FROM INVESTING ACTIVITIES
 Sale of fixed assets                                 -                  27,800
                                            ---------------      ---------------
CASH FROM INVESTING ACTITIES                          -                  27,800

CASH FLOWS FROM FINANCING ACTIVITIES:
 Loans from related party                           10,900                 -
 Sale of common stock                                 -                  53,000
                                            ---------------      ---------------
NET CASH PROVIDED BY FINANCING ACTIVITIES           10,900               53,000
                                            ---------------      ---------------
NET (DECREASE) INCREASE IN CASH                     (4,482)               5,063

CASH, beginning of period                            5,494                  431
                                            ---------------      ---------------
CASH, end of period                         $        1,012       $        5,494
                                            ===============      ===============
Supplemental cash flow information:
  Unrealized loss on marketable securities  $        8,380       $         -
                                            ===============      ===============

                                      F-6

                 See accompanying notes to financial statements

<PAGE>

                     INTERNATIONAL BROADCASTING CORPORATION
                          NOTES TO FINANCIAL STATEMENTS

1. BUSINESS

International Broadcasting Corporation, Inc. ("the Company") was incorporated in
Nevada on October 13, 2000. The Company is a web-based provider of original,
timely, comprehensive financial news commentary and information.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

B. Property and equipment - Property and equipment are recorded at cost.
Expenditures for major additions and betterment's are capitalized. Maintenance
and repairs are charged to operations as incurred. Depreciation of property and
equipment is computed by the straight-line method over the assets estimated
useful lives, 5 years. Leasehold improvements are amortized over the lesser of
the lease term or the asset's useful lives. Upon sale or retirement of plant and
equipment, the related cost and accumulated depreciation are removed from the
accounts and any gain or loss is reflected in operations.

C. Fair value of financial instruments - The carrying amounts reported in the
balance sheet for cash, securities, accounts payable and accrued expenses
approximate fair value based on the short-term maturity of these instruments.

D. Income Taxes - The Company follows Statement of Financial Accounting
Standards No. 109 - Accounting for Income Taxes, which requires recognition of
deferred tax assets and liabilities for the expected future tax consequences of
events that have been included in the financial statements or tax returns. Under
this method, deferred tax assets and liabilities are based on the differences
between the financial statement and tax bases of assets and liabilities using
enacted tax rates in effect for the year in which the differences are expected
to reverse.

E. Recent Accounting Pronouncements
In December 2002, the FASB issued Statement of Financial Accounting Standards
No. 148, Accounting for Stock-Based Compensation - Transition and Disclosure.
Statement 148 provides alternative methods of transition to Statement 123's fair
value method of accounting for stock-based employee compensation. It also amends
the disclosure provisions of Statement 123 and APB Opinion No. 28, Interim
Financial Reporting, to require disclosure in the summary of significant
accounting policies of the effects of an entity's accounting with respect to
stock-based employee compensation on reported net income and earnings per share
in annual and interim financial statements. Statement 148's amendment of the
transition and annual disclosure requirements of Statement's 123 are effective
for fiscal years ending after December 15, 2002. Statement 148's amendment of
the disclosure requirements of Opinion 28 is effective for interim periods
beginning after December 15, 2002. The adoption of the disclosure provisions of
Statement 148 as of December 31, 2002 did not have a material impact on the
Company's financial condition or results of operations.

In April 2003, SFAS No. 149, "Amendment of Statement 133 on Derivative Financial
Instruments and Hedging Activities," was issued and is effective for contracts
entered into or modified after June 30, 2003, except as stated below and for
hedging relationships designated after June 30, 2003. The changes in this
Statement improves financial reporting by requiring that contracts with
comparable characteristics be accounted for similarly. In particular, this
Statement (1) clarifies under what circumstances a contract with an initial net
investment meets the characteristic of a derivative discussed in paragraph 6(b)
of Statement 133, (2) clarifies when a derivative contains a financing
component, (3) amends the definition of an underlying guarantee to conform it to
language used in FASB Interpretation No. 45, "Guarantor's Accounting and
Disclosure Requirements for Guarantees, Including Indirect Guarantees of
Indebtedness of Others" and (4) amends certain other existing pronouncements.

                                      F-7

<PAGE>

                     INTERNATIONAL BROADCASTING CORPORATION
                          NOTES TO FINANCIAL STATEMENTS



2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

The Company does not believe this Statement will have a material effect on its
results of operations or financial position.


In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial
Instruments with Characteristics of Both Liabilities and Equity." This statement
establishes standards for how an issuer classifies and measures certain
financial instruments with characteristics of both liabilities and equity. This
statement is effective for financial instruments entered into or modified after
May 31, 2003, and otherwise is effective for the first interim period beginning
after June 15, 2003, with certain exceptions. We plan to adopt SFAS No. 150 in
the second quarter of Fiscal 2004. We do not expect the adoption of SFAS No. 150
to have a significant impact on our financial position or results of operations.

F. Revenue Recognition - Advertising and subscription revenues are recognized
when the services are completed.

G. Loss per Common Share - Net loss per common share is based on the weighted
average number of shares outstanding. Potential common shares includable in the
computation of fully diluted per share results are not presented in the
financial statements as their effect would be anti-dilutive.

H. Marketable Securities - Investments in marketable securities are categorized
as either trading, available-for-sale or held to maturity. As of December 31,
2003 the Company had only available-for-sale securities, which are stated at
fair value, with unrealized gains and losses reported in stockholders' deficit.

I. Basis of Presentation - The Company has incurred operating losses since
inception of $1,003,690 and has negative working capital of $388,848. These
conditions raise substantial doubt about its ability to continue as a going
concern without the raising of additional debt and/or equity financing to fund
operations. Management is actively pursuing new debt and/or equity financing and
continually evaluating the Company's profitability, however any results of their
plans and actions cannot be assured. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty. The Company
was in the development stage for the year-ended December 31, 2001 and for the
period ended December 31, 2000.

J. Cash and cash equivalents - The Company considers all highly liquid temporary
cash investments with an original maturity of three months or less when
purchased, to be cash equivalents.

K. Impairment of long-lived assets - The Company evaluates the recoverability
and carrying value of its long-lived assets at each balance sheet date, based on
guidance issued in SFAS No. 144, "Accounting for the Impairment or Disposal of
Long-Lived Assets." Among other factors considered in such evaluation is the
historical and projected operating performance of business operations, the
operating environment and business strategy, competitive information and market
trends.

3. PROPERTY AND EQUIPMENT

At December 31, 2003, property and equipment consists of the following:

Furniture, fixtures and equipment       $      28,852
Automobiles                                    67,000
                                        --------------
                                               95,852
Less accumulated depreciation                 (52,032)
                                        --------------
                                        $      43,820
                                        ==============

                                      F-8

<PAGE>

                     INTERNATIONAL BROADCASTING CORPORATION
                          NOTES TO FINANCIAL STATEMENTS


4. INTANGIBLE ASSET

On August 13, 2002 the Company purchased a web-site for 3,000,000 shares of
common stock, valued at $.02 per share, the fair market value at the date of
issuance. The website (intangible asset) was recorded on the balance sheet at
$60,000 at the date of acquisition and was being amortized over 3 years using
the straight-line method. Accumulated amortization was $15,000 prior to the
Company determining that the value of the intangible had been impaired. At
December 31, 2003 the Company wrote off the un-amortized balance of $40,000.

5. DUE TO RELATED PARTY

During the year ended December 31, 2003 Company's President and an Officer of
the Company advanced the Company $10,900 to cover certain expenses. This advance
is non-interest bearing and is payable upon demand.


6. STOCKHOLDERS' EQUITY

The Board of directors is authorized, to issue up to an aggregate of 10,000,000
shares of preferred stock in one or more series. The directors may fix rights,
preferences and privileges of the shares of each series. No shares have been
issued as of December 31, 2003.

In January of 2002 we raised an additional $53,000 from the sale of 5,300,000
shares of common stock.

The founders of the Company were issued 50,000,000 shares of common stock at par
value for a total of $5,000.

The Company sold 105.666 units in a private placement for a total of $158,325
(net proceeds of $103,392). Each unit consists of 150,000 shares of common
stock, 20 Series A warrants, 50 Series B warrants and 30 Series C warrants. The
Series A warrant included in each Unit entitles the holder to purchase 20 shares
of common stock of the Company at a purchase price of $.25 per share. The Series
B warrant included in each unit entitles the holder to purchase 50 shares of
common stock of the Company at a purchase price of $.37 per share. The Series C
warrant included in each unit entitles the holder to purchase 30 shares of
common stock of the Company at a purchase price of $.50 per share. The warrants
shall expire on April 25, 2006. The Company may call any warrant series or all
of the warrants at a call price of $.001 per underlying share should the
Company's common stock trade at or above $1.00 per share, based on the reported
closing bid price of the common stock, for ten consecutive trading days
following 15 days prior written notice of the Company's intention to call the
warrants. In the event the warrants or warrant series subject to call have not
been exercised by written notice within such 15-day notice period, the warrants
will cease to exist.

During the year ended December 31, 2003 the Company issued 9,570,000 shares of
common stock pursuant to form S-8 to four consultants for services rendered. The
value of these shares is $275,210 or approximately $.03 per share which was the
fair market value on the date of issuance. The Company issued an additional
300,000 retricted shares of common stock to two consultants valued at $6,300 or
approximately $.02 per share which was the fair market value on the date of
issuance.

7. STOCK OPTION PLAN

On August 8, 2001, the board of directors and the holders of a majority of the
outstanding shares of common stock adopted the 2001 stock option plan. 5,000,000
shares of common stock are reserved for issuance upon exercise of options
granted from time to time under the 2001 stock option plan.

Under the stock option plan the Company may grant incentive stock options to key
employees and employee directors, or grant non-qualified options to employees,
officers, directors and consultants. The 2001 stock option plan is currently
administered by the board of directors.

                                      F-9

<PAGE>

                     INTERNATIONAL BROADCASTING CORPORATION
                          NOTES TO FINANCIAL STATEMENTS


7. STOCK OPTION PLAN, continued

Subject to the provisions of the stock option plan, the board will determine who
shall receive options, the number of shares of common stock that may be
purchased under the options, the time and manner of exercise of options and
exercise prices. The term of options granted under the stock option plan may not
exceed ten years or five years for an incentive stock option granted to an
optionee owning more than 10% of the Company's voting stock. The exercise price
for incentive stock options will be equal to or greater than 100% of the fair
market value of the shares of the common stock at the time granted. However, the
incentive stock options granted to a 10% holder of the Company's voting stock
are exercisable at a price equal to or greater than 110% of the fair market
value of the common stock on the date of the grant.

The exercise price for non-qualified options will be set by the board in its
discretion. The exercise price may be payable in cash or, with the approval of
the board, by delivery of shares or by a combination of cash and shares. Shares
of common stock received upon exercise of options will be subject to
restrictions on sale or transfer. As of December 31, 2003 no options have been
granted under the 2001 stock option plan.

8. INCOME TAXES

The provision (benefit) for income taxes differs from the amounts computed by
applying the statutory federal income tax rate to income (loss) before provision
for income taxes, the reconciliation is as follows:

                                 Year Ended              Year Ended
                                December 31,            December 31,
                                   2003                    2002
                                ------------            ------------

Taxes benefit computed
    at statutory rate           $  (181,000)            $   (88,000)

State income taxes                   (9,000)                (13,000)

Non-deductible expenses             105,000                    -

Income tax benefit not
    utilized                         85,000                 101,000
                                ------------            ------------
Net income tax benefit          $       -               $      -
                                ============            ============

The Company has a net operating loss carryforward for tax purposes totaling
approximately $500,000 at December 31, 2003 expiring through the year 2023.

Listed below are the tax effects of the items related to the Company's net tax
asset:
                                      December 31,
                                         2003

Tax benefit of net operating
    loss carryforward                  $199,000

Tax benefit of accruals                  69,000

Valuation allowance                    (268,000)
                                      ----------
Net deferred tax asset recorded       $    -
                                      ==========

The valuation allowance for deferred tax assets increased by $85,000 during the
year ended December 31, 2003.

                                      F-10

<PAGE>

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

None.


ITEM 8a.    CONTROLS AND PROCEDURES.

Our Chief Executive Officer and Chief Financial Officer (collectively, the
"Certifying Officers") are responsible for establishing and maintaining
disclosure controls and procedures for us. Based upon such officers' evaluation
of these controls and procedures as of a date within 90 days of the filing of
this Annual Report, and subject to the limitations noted hereinafter, the
Certifying Officers have concluded that our disclosure controls and procedures
are effective to ensure that information required to be disclosed by us in this
Annual Report is accumulated and communicated to management, including our
principal executive officers as appropriate, to allow timely decisions regarding
required disclosure.

The Certifying Officers have also indicated that there were no significant
changes in our internal controls or other factors that could significantly
affect such controls subsequent to the date of their evaluation, and there were
no corrective actions with regard to significant deficiencies and material
weaknesses.

Our management, including each of the Certifying Officers, does not expect that
our disclosure controls or our internal controls will prevent all error and
fraud. A control system, no matter how well conceived and operated, can provide
only reasonable, not absolute, assurance that the objectives of the control
system are met. In addition, the design of a control system must reflect the
fact that there are resource constraints, and the benefits of controls must be
considered relative to their costs. Because of the inherent limitations in all
control systems, no evaluation of controls can provide absolute assurance that
all control issues and instances of fraud, if any, within a company have been
detected. These inherent limitations include the realities that judgments in
decision-making can be faulty, and that breakdowns can occur because of simple
error or mistake. Additionally, controls can be circumvented by the individual
acts of some persons, by collusion of two or more people or by management
override of the control. The design of any systems of controls also is based in
part upon certain assumptions about the likelihood of future events, and their
can be no assurance that any design will succeed in achieving its stated goals
under all potential future conditions. Over time, control may become inadequate
because of changes in conditions, or the degree of compliance with the policies
or procedures may deteriorate. Because of these inherent limitations in a
cost-effective control system, misstatements due to error or fraud may occur and
not be detected

                                        8
<PAGE>
                                    PART III

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

The following table includes the names, positions held and ages of our executive
officers and directors. All directors serve for one year and until their
successors are elected and qualify. Directors do not presently receive
compensation for their services as directors. Officers are elected by the board
of directors and their terms of office are at the discretion of the board.

NAME                                AGE        POSITION
----                                ---        --------

Daryn P. Fleming                    39         President, CEO and director

Darrell W. Nether                   46         Vice-President, COO and director

Sandra S. Nether                    51         Secretary, treasurer and director



Daryn P. Fleming. Mr. Fleming has served as our president, CEO and a member of
our Board of Directors since founding the company in October 2000. Since 1996,
Mr. Fleming has served as President of Diversified Marketing Concepts, LLC.
Diversified Marketing Concepts, LLC, which has been inactive since May 2000,
began its operations as a web site design company and evolved into a public
relations company. Mr. Fleming graduated from Regent University, Virginia Beach,
Virginia with a Master of Arts in Communication and Broadcasting/Journalism and
received a Bachelors of Arts from Adams State College, Alamosa, Colorado.

Darrell W. Nether. Mr. Nether has served as our vice president, COO and a member
of our Board of Directors since October 2000. Since March 2000, Mr. Nether has
been a consultant for Diversified Marketing Concepts, LLC. From 1975 until
joining International Broadcasting, Mr. Nether was employed in the aviation
industry. Beginning with the U.S. Navy specializing in Aviation Structures and
with Tracor Aviation/Lucas Aviation for 14 years becoming a supervisor in 1985
overseeing a segment of the Boeing 707 Hush Kit program. Mr. Nether worked for
Santa Barbara Aerospace from June 1996 to March 1999 with responsibilities for
overall plant operations including the indirect supervision of over eighty
aviation maintenance personnel and as a sheet metal foreman for Garrett Aviation
Santa Barbara from March 1999 to March 2000.

Sandra S. Nether. Ms. Nether has been our secretary, treasurer and a member of
our Board of Directors since October 2000. From December 1998 to February 2000,
Ms. Nether was an administrative secretary for the Clark County Education
Association Welfare Benefit Trust, a Las Vegas, Nevada company which provided
teacher's benefit packages, and from April 1996 to April 1998, she was an
executive secretary for Visiting Nurse Service, Inc., a traveling nurse
business. Ms. Nether graduated Sawyer Business College, Ventura, CA. in 1980 as
a legal secretary. Her initial employment was in the legal field, but she has
worked in many diverse areas and locales in real estate development,
construction and most recently, health services.

Mr. Nether and Ms. Nether are brother and sister.

Employment agreements

We are not a party to any employment agreements.

Director compensation

Members of our board of directors do not receive compensation for serving in
such positions.

ITEM 10. EXECUTIVE COMPENSATION

                           SUMMARY COMPENSATION TABLE

The following table sets forth information relating to all compensation awarded
to, earned by or paid by us during December 31, 2001, 2002 and 2003 to (i) our
president and CEO, and (ii) each of our executive officers who earned more than
$100,000:


<TABLE>
<CAPTION>

                                 Fiscal
                                 Year                                  Other Annual     LTIP            All Other
 Name and Principal Position     Compensation    Salary       Bonus    Compensation     Options/ (#)     Payouts
 ----------------------------------------------------------------------------------------------------------------
<S>                               <C>             <C>             <C>        <C>           <C>    <C>      <C>
 Daryn P. Fleming                 2003(1)         $ 2,308         0          0             0      0        0
                                  2002(1)         $34,616         0          0             0      0        0
                                  2001(2)         $46,615         0          0             0      0        0
</TABLE>

                                        9
<PAGE>

(1) Mr. Fleming's annual salary is $72,000. The Company has been recording the
unpaid portion of his salary as accrued payroll.

(2) Beginning in June 2001 Mr. Fleming began receiving a salary based upon
$72,000 annual compensation. For the period of January 1, 2001 through May 31,
2001 we imputed compensation of $30,000 which represented the fair value of his
services to us.

                        OPTION GRANTS IN LAST FISCAL YEAR

The following table sets forth information concerning our grant of options to
purchase shares of our common stock during the period of October 13, 2000
(inception) through December 31, 2003 to (i) our president and CEO, and (ii)
each of our executive officers who earned more than $100,000 during this period.



                                        Percent of
                      Number of       Total Options/
                     Securities SARs     Granted
                     Underlying        To Employees    Exercise Or
                     Options/SARs       In Fiscal      Base Price     Expiration
      Name           Granted (#)          Year         ($/Sh)            Date
 -------------------------------------------------------------------------------

 Daryn P. Fleming,
 President, CEO
 and director               -                -             -               -

                          OPTION EXERCISES AND HOLDINGS

The following table contains information with respect to the exercise of options
to purchase shares of common stock during the year ended December 31, 2003 to
(i) our President and CEO and (ii) each of our executive officers who earned
more than $100,000 during this period.

Aggregated Option/SAR Exercises in Last Fiscal Year and Fiscal Year-End
Option/SAR Values

                                                 Number of
                                                Securities           Value of
                                                Underlying          Unexercised
                       Shares                  Unexercised         In-The-Money
                      Acquired                 Options/SARs        Options/SARs
                         On        Value       At FY-End (#)       At FY-End ($)
                      Exercise     Realized    Exercisable/        Exercisable/
      Name              (#)         ($)        Unexercisable       Unexercisable
 -------------------------------------------------------------------------------
 Daryn P. Fleming,
 President, CEO
 and Director            -            -                -                  -



              LONG-TERM INCENTIVE PLANS AWARDS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
                                     Number          Performance            Estimated Future Payouts Under
                                    of Shares         or Other                Non-Stock Price-Based Plans
                                    Units or        Period Until            ------------------------------
                                  Other Rights       Maturation             Threshold   Target    Maximum
      Name                            (#)             or Payout                ($or #)  ($or #)   ($ or #)
 ---------------------------------------------------------------------------------------------------------
 <S>                                    <C>               <C>                   <C>        <C>       <C>
 Daryn P. Fleming,
 President, CEO
 and Director                           -                 -                     -          -         -

</TABLE>

2001 Stock Option Plan

On August 8, 2001, the board of directors and the holders of a majority of our
outstanding shares of common stock adopted our 2001 stock option plan. We have
reserved 5,000,000 shares of common stock for issuance upon exercise of options
granted from time to time under the 2001 stock option plan. The 2001 stock
option plan is intended to assist us in securing and retaining key employees,
directors and consultants by allowing them to participate in our ownership and
growth through the grant of incentive and non-qualified options.

Under the stock option plan we may grant incentive stock options only to key
employees and employee directors, or we may grant non-qualified options to our
employees, officers, directors and consultants. The 2001 stock option plan is
currently administered by our board of directors.

                                       10

<PAGE>

Subject to the provisions of the stock option plan, the board will determine who
shall receive options, the number of shares of common stock that may be
purchased under the options, the time and manner of exercise of options and
exercise prices. The term of options granted under the stock option plan may not
exceed ten years or five years for an incentive stock option granted to an
optionee owning more than 10% of our voting stock. The exercise price for
incentive stock options will be equal to or greater than 100% of the fair market
value of the shares of the common stock at the time granted. However, the
incentive stock options granted to a 10% holder of our voting stock are
exercisable at a price equal to or greater than 110% of the fair market value of
the common stock on the date of the grant. The exercise price for non-qualified
options will be set by the board in its discretion. The exercise price may be
payable in cash or, with the approval of the board, by delivery of shares or by
a combination of cash and shares. Shares of common stock received upon exercise
of options will be subject to restrictions on sale or transfer. As of the date
of this prospectus, we have not granted any options under the 2001 stock option
plan.

Limitation on liability and indemnification matters

As authorized by the Nevada General Corporation Law, our articles of
incorporation provide that none of our directors shall be personally liable to
us or our shareholders for monetary damages for breach of fiduciary duty as a
director, except liability for:

o any breach of the director's duty of loyalty to our company or its
shareholders; o acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law;
o unlawful payments of dividends or unlawful stock redemptions or repurchases;
and o any transaction from which the director derived an improper personal
benefit.

This provision limits our rights and the rights of our shareholders to recover
monetary damages against a director for breach of the fiduciary duty of care
except in the situations described above. This provision does not limit our
rights or the rights of any shareholder to seek injunctive relief or rescission
if a director breaches his duty of care. These provisions will not alter the
liability of directors under federal securities laws.

Our articles of incorporation further provide for the indemnification of any and
all persons who serve as our director, officer, employee or agent to the fullest
extent permitted under Nevada law.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

At March 31, 2004 there were an aggregate of 89,219,900 shares of common stock
issued and outstanding. The following table sets forth, as of March 31, 2004,
 information known to us relating to the beneficial ownership of shares of
common stock by:

- each person who is the beneficial owner of more than 5% of the outstanding
  shares of common stock;

- each director;

- each executive officer; and

- all executive officers and directors as a group.

Unless otherwise indicated, the address of each beneficial owner in the table
set forth below is care of 127 W. Clark Avenue, Suite #201, Santa Maria, CA
93455.

We believe that all persons named in the table have sole voting and investment
power with respect to all shares of common stock beneficially owned by them.

Under securities laws, a person is considered to be the beneficial owner of
securities he owns and that can be acquired by him within 60 days from the date
of this prospectus upon the exercise of options, warrants, convertible
securities or other understandings. We determine a beneficial owner's percentage
ownership by assuming that options, warrants or convertible securities that are
held by him, but not those held by any other person and which are exercisable
within 60 days of the date of this prospectus, have been exercised or converted.

                                       11
<PAGE>


 Name and Address of           Amount and Nature of          Percentage
 Beneficial Owner              Beneficial Ownership           of Class
 -------------------           --------------------          ----------
 Daryn P. Fleming                       40,000,000                44.8%
 Darrell W. Nether                       2,500,000                 2.8%
 Sandra S. Nether                        7,500,000                 8.4%
 Tyler Fleming (1)                       5,000,000                 5.6%
 All officers and directors
 as a group (three persons)             50,000,000                 56.0%

(1) Mr. Fleming's address is 7065 W. Ann Road, Suite 130, Las Vegas, NV 89130.
Mr. Tyler Fleming is Mr. Daryn P. Fleming's brother.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

International Broadcasting was formed in October 2000 by Daryn Fleming, our
president and CEO. In March 2001 Mr. Fleming contributed certain fixed assets to
us valued at approximately $147,000 as an additional capital contribution. Mr.
Fleming had recently acquired the assets and we valued same at his historical
cost.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits.

Exhibit No. Description of Document

 3.1 Articles of Incorporation of International Broadcasting Corporation (1)
 3.2 By-laws of International Broadcasting Corporation (1)
 4.1 Form of common stock certificate (1)
 4.2 Form of warrant (1)
 4.3 International Broadcasting Corporation 2001 Stock Option Plan (1)
31.1 Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.1 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

(1) Incorporated by reference to the registration statement on Form SB-2, file
number 333-67484, as amended, as declared effective by the Securities and
Exchange Commission on October 30, 2001.

(b) Reports on Form 8-K.

None

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

During 2003 and 2002, the Company incurred the following fees for professional
services rendered by the principal accountant:


                                                2003                   2002
                                              -------                -------

Fees for audit services                       $13,000                $12,500

Fees for audit related services                  -                      -

Tax fees                                        1,500                  1,500

All other fees                                   -                      -


The Board of Directors pre-approves all audit and non-audit services to be
performed by the Company's independent auditors.


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<PAGE>


                                   SIGNATURES

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

                     INTERNATIONAL BROADCASTING CORPORATION

Date: April 12, 2004                        By: /s/ Daryn P. Fleming
                                               ---------------------------
                                               Daryn P. Fleming, President



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