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, 2002


        [ ] 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, 2002 $85,149.

<PAGE>

State the aggregate market value of the voting stock held by non-affiliates of
the registrant on April 10, 2003 computed by reference to the closing bid price
of International Broadcasting, Corporation. on that date:
$1,238,871

                      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 10, 2003 was 79,149,900.

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

     International Broadcasting Corporation 2002 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 ....................7

              Part III

Item 9    Directors, Executive Officers,
           Promoters and Control Persons;
           Compliance With Section 16(a)
           of the Exchange Act .......................................8

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

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

Item 12   Certain Relationships and Related
           Transactions .............................................11

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

Item 14   Controls and Procedures ...................................12

                                        1
<PAGE>

ITEM 1. DESCRIPTION OF BUSINESS

GENERAL

We are a web-based provider of timely financial news, market commentary and
information. Our website is a highly specialized Internet news service that
delivers business and financial news and information focusing exclusively on
public companies that are Micro-cap stocks that trade at prices less than $5 per
share. Our goal is to earn a reputation as an authoritative and unbiased news
source on the OTCBB, free from any spin, slant or editorial angle. Our website
is designed to become a viable destination that generates traffic and revenue
through subscriptions and advertising fees.

We believe the Internet has established itself as a convenient means for
investors to manage their portfolios, research investments and trade securities.
As a result of the Internet, many individuals have been taking greater control
of their investments by directly researching information on investments as the
Internet can provide investors with easy access to information that was once
generally available only to investment professionals.

The Internet, however, also brings with it certain disadvantages as a result of
the general anonymity of the web. Often news and information sources offer
little disclosure about their background, or any conflicts of interest,
potentially rendering their information untrustworthy. Other financial sites
offer stock quotes, charts and other investment tools, but provide limited
financial commentary and analysis, with a particular dearth of information on
OTCBB and Pink Sheet-quoted companies. We believe that the Internet presents a
significant opportunity to provide financial news and commentary on OTCBB-quoted
companies, combining the depth of coverage of traditional media with immediacy
and interactivity.

THE OTC BULLETIN BOARD AND PINK SHEETS

The OTCBB and Pink Sheets are an electronic quotation service generally utilized
by smaller public companies who do not yet meet the listing standards of The
Nasdaq Stock Market. There are, however, significant differences between The
Nasdaq Stock Market and the OTCBB and Pink Sheets. The OTCBBa and the Pink
Sheets are a quotation medium for subscribing members, not an issuer listing
service like Nasdaq. OTCBB and Pink Sheet securities are traded by a community
of market makers that enter quotes and trade reports through a highly
sophisticated, closed computer network, which is accessed through Nasdaq. The
OTCBB and the Pink Sheets are unlike The Nasdaq Stock Market in that it does not
impose listing standards, automated trade executions, maintain relationships
with quoted issuers nor does it have the same obligations for market makers.

Our services

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 site. As we continue to expand the content on our web
site, 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 site in December 2000. Since launching our site, we have developed an
opt-in subscriber email list of approximately 10,000 unique names.

The home page of our web site 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 streaming ticker providing information on several commonly followed
exchanges and indexes, including the NYSE Composite, Dow Jones Industrial
Average, Dow Jones Transportation Stock Index, Nasdaq, S& P 500, S&P 100,
Russell 2000, TSE (Toronto Stock Exchange) 300, TSE (Toronto Stock Exchange)
100, CDNX Composite, Value Line and the PSE Tech NDX.

- A delayed quote look-up service,

- News headlines for companies quoted on the OTCBB, including our daily Market
Summary Reports, Stock Split Report and After Market Report. Our Market Summary
Reports trading at mid-morning for the OTCBB and provides a brief overview of
the day's trading.

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

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 web site. We will also seek to expand our
site to provide premier services to a base of subscribers. While we are in the
preliminary stages of developing this program, we anticipate that these services
will include stock alerts and news and updates tailored to the subscriber's
preference.

We recently expanded our web site to include a Corporate Reporter 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 Reporter section will be clearly
marked as advertising.

We also supply our content to other web sites. Presently, our web site can be
linked to approximately eight web sites, and we provide this access without
charge as we continue to implement our business plan.

During fiscal 2002 we may seek to expand our operations to include the Pink
Sheets News Network, a service which will be identical to OTCBB News Network but
focus on companies listed on the Pink Sheets, LLC Electronic Pink Sheets, an
Internet-based, real-time quotation service for OTC equities and bonds for
market makers and brokers, and the CDNX News Network, which will focus on
Canadian stocks listed on the Canadian Venture Exchange (CDNX), Canada's public
venture capital marketplace exchange.

We deliver our service through our web site at www.otcbbnn.com. The web site is
hosted for us by a third party provider utilizing two web servers to provide
redundancy against hardware failures. We have not experienced any system
failures since the launch of our web site.

The newest 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 the first of planned websites designed to capture
subscription-based and pay-per-view revenues from the multi-billion dollar
internet broadband market.

                                       3
<PAGE>

Our business model

Since the launch of our web site, we have been providing free access to our site
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
primarily from the sale of subscriptions for premium services on our web site,
coupled with revenues from the sale of advertising space on our web site. We
will also seek to supplement those revenues with content source revenues
generated from providing our content to other web sites, and retail revenues
from the sale of books and software.

As of January 1, 2001 we launched our Initial Premium Service. To date we have
approximately 200 paid subscribers.

We are in the preliminary stages of developing our advertisers plan. We believe
that our target viewer demographic should enable us to build an expanding
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.

We intend to market our 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 online advertising. We may also use independent
sales agents.

Intellectual property

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

We have obtained the right to the Internet address www.IBCNN.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 Internet financial news companies and news and
information sites, including 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 OTCBB-quoted
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 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 seek to
sell advertising space and much of this effort is directly or indirectly
competitive with our online content.

                                       4
<PAGE>

EMPLOYEES

As of December 31, 2002, we had three employees, and 2 part-time employees, one
who is a salesperson and one who is a journalist, both are independent
contractors. 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
believes this space should be adequate for the foreseeable future.

ITEM 3. LEGAL PROCEEDINGS

None.

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

Not Applicable

                                     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 210 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

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 annual
report.

CRITICAL ACCOUNTING POLICIES

Financial Reporting Release No. 60, which was recently 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.

                                       5
<PAGE>

PLAN OF OPERATION

We have just started to generate revenues. Our activities have been limited to
start-up activities that included the development of a business plan and the
initial activities involved in launching our web site 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 2002 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.

In addition, as we continue the implementation of our business plan, during the
next 12 months we anticipate that we will hire approximately two additional
employees. 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 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.

IBC RADIO is an internet radio station with a unique, all-talk format. The
station recently launched STOCK TALK LIVE a business radio 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 and beyond. We
believe IBC Radio is the very first.

                                       6
<PAGE>

The newest 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 the first of planned websites designed to capture
subscription-based and pay-per-view revenues from the multi-billion dollar
internet broadband market.

Results of Operations

Revenues have increased from $4,500 for the year ended December 31, 2001 to
$85,149 for the year ended December 31, 2002 an increase of $80,649. The
increase in revenues was a result of the launching of the paid premium service
and the successful closing of advertising sales.

General and administrative costs increased from $194,259 for the year ended
December 31, 2001 to $311,943 for the year ended December 31, 2002 an increase
of $117,684. The increase was primarily due to increased salaries and
professional fees.

Depreciation has increased from $22,086 for the year ended December 31, 2001 to
$31,954 for the year ended December 31, 2002 an increase of $9,868.

Liquidity and capital resources

Our working capital deficit at December 31, 2002 was $206,255. Net cash used in
operations for the year ended December 31, 2001 was $91,961 compared to $75,737
for the year ended December 31, 2002. Accounts payable increase, increased
$70,153, which includes accrued salary. Net cash from (used in) investing
activities was $(11,000) for the year ended December 31, 2001 as compared to
$27,800 for the year ended December 31, 2002. The Company sold an automobile for
$27,800. Cash flow provided by financing activities was $103,392 for the year
ended December 31, 2001 compared to $53,000 for the year ended December 31,
2002. 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.

The report of our independent auditors on our financial statements as of
December 31, 2002 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 ($472,593).
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, it 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

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

None.

                                        7
<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                    38         President, CEO and director

Darrell W. Nether                   45         Vice-President, COO and director

Sandra S. Nether                    50         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.

                                        8
<PAGE>

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 the period of October 13, 2000 (inception) to
December 31, 2000, 2001 and 2002 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                 2002            $34,616         0          0             0      0        0
                                  2001(1)         $46,615         0          0             0      0        0
                                  2000(2)               0         0          0             0      0        0
</TABLE>

(1) 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.

(2) For the period of October 13, 2000 (inception) through December 31, 2000,
our activities were limited to organization and start-up activities and Mr.
Fleming did not receive a salary.

                        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, 2002 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, 2002 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            -            -                -                  -

                                        9
<PAGE>
              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.

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.

                                       10
<PAGE>

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 February 28, 2003, there were an aggregate of 79,149,900 shares of common
stock issued and outstanding. The following table sets forth, as of February 28,
2003, 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.

 Name and Address of           Amount and Nature of          Percentage
 Beneficial Owner              Beneficial Ownership           of Class
 -------------------           --------------------          ----------
 Daryn P. Fleming                       40,000,000                50.5%
 Darrell W. Nether                       2,500,000                 3.2%
 Sandra S. Nether                        7,500,000                 9.5%
 Tyler Fleming (1)                       5,000,000                 6.3%
 All officers and directors
 as a group (three persons)             50,000,000                63.2%

(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.

                                       11
<PAGE>

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)
99.1 Certification pursuant to Section 906 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.

Form 8-k filed on September 30, 2002 pursuant to item 4 thereof.

ITEM 14. 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

                                       12
<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 15, 2003                        By: /s/ Daryn P. Fleming
                                               ----------------------
                                               Daryn P. Fleming, President



                                       13
<PAGE>
           CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED
            PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of International Broadcasting Corporation
on Form 10-KSB for the fiscal year ended December 31, 2002, as filed with the
Securities and Exchange Commission on the date hereof, I, Daryn P. Fleming, the
Chief Executive Officer and Accounting Officer of the Company, certify, pursuant
to and for purposes of 18 U.S.C. Section 1350, as adopted pursuant to Section
302 of the Sarbanes-Oxley Act of 2002, that:

1. I have reviewed this annual report on Form 10-KSB of International
Broadcasting Corporation.

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

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

4. I am responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act rules 13a-14 and 15d-14) for the
registrant and have:

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

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

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

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

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

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

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

Date: April 15, 2003                    /s/ Daryn P. Fleming
                                        ---------------------
                                        Name: Daryn P. Fleming
                                        Title: CEO, Secretary and
                                        Treasurer Principal Executive
                                        Financial and Accounting Officer

                                       14
<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




                                      F-1
<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, 2002 and the related statements of operations,
stockholders' deficit and cash flows for the years ended December 31, 2002 and
2001, These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with 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,
2002 the results of its operations and its cash flows for the years ended
December 31, 2002 and 2001, 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 $472,593 and has negative working capital of $206,255.
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 11, 2003

                                       F-2
<PAGE>
                     INTERNATIONAL BROADCASTING CORPORATION
                                  BALANCE SHEET
                               December 31, 2002


                                     ASSETS

Current assets:

   Cash ........................................................      $   5,494
   Accounts receivable, net of allowance for
     doubtful accounts of $2,500 ...............................          3,000
                                                                      ---------
       Total current assets ....................................          8,494

   Property and equipment, net .................................         63,294

   Available for sale securities, net of unrealized
     losses of $8,100 ..........................................            900

   Intangible asset, net of accumulated amortization
     of $5,000 .................................................         55,000
                                                                      ---------

                                                                      $ 127,688
                                                                      =========

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:

   Accounts payable and accrued expenses .......................      $ 214,749

Stockholders' deficit:
   Common stock, $.0001 par value;
     200,000,000 shares authorized,
     79,149,900 shares issued and outstanding ..................          7,915
   Preferred stock, $.0001 par value;
     10,000,000 shares authorized
     0 shares issued and outstanding ...........................              -
   Additional paid-in capital ..................................        385,717
   Unrealized loss on securities ...............................         (8,100)
   Accumulated deficit .........................................       (472,593)
                                                                      ---------

       Total stockholders' deficit .............................        (87,061)
                                                                      ---------

                                                                      $ 127,688
                                                                      =========

                        See notes to financial statements

                                       F-3
<PAGE>
                     INTERNATIONAL BROADCASTING CORPORATION
                            STATEMENTS OF OPERATIONS



                                                     Years ended December 31,
                                                   ----------------------------
                                                       2002             2001
                                                   ------------    ------------
REVENUES:

Advertising revenues ...........................   $     83,284    $      4,500
On-line movies .................................          1,865               -
                                                   ------------    ------------
                                                         85,149           4,500

COSTS AND EXPENSES:

General and administrative .....................        311,943         194,259
Loss on securities .............................              -           2,000
Depreciation and amortization ..................         31,954          22,086
                                                   ------------    ------------
                                                        343,897         218,345
                                                   ------------    ------------

NET LOSS .......................................   $   (258,748)   $   (213,845)
                                                   ============    ============

NET LOSS PER WEIGHTED AVERAGE
    SHARES OUTSTANDING / BASIC AND DILUTED .....   $       0.00    $       0.00
                                                   ============    ============

WEIGHTED AVERAGE COMMON SHARES
    OUTSTANDING ................................     76,850,685      54,699,431
                                                   ============    ============

                        See notes to financial statements

                                       F-4
<PAGE>
<TABLE>
<CAPTION>
                                             INTERNATIONAL BROADCASTING CORPORATION
                                               STATEMENT OF STOCKHOLDERS' DEFICIT
                                             Years Ended December 31, 2002 and 2001



                                                           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>
Balance, December 31, 2000 .........................  50,000,000  $    5,000  $        -  $        -   $        -   $    5,000

      Payment of subscription receivable ...........           -           -           -           -            -            0

      Capital contribution of property and equipment           -           -     147,240           -            -      147,240

      Sale of common stock .........................   5,000,000         500      24,500           -            -       25,000

      Priavate placement ...........................  15,849,900       1,585     101,807           -            -      103,392

      Unrealized gain ..............................           -           -           -      12,500            -       12,500

      Net loss from operations .....................           -           -           -           -     (213,845)    (213,845)
                                                      ----------  ----------  ----------  ----------   ----------   ----------

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 from operations .....................           -           -           -           -     (258,748)    (258,748)
                                                      ----------  ----------  ----------  ----------   ----------   ----------

Balance, December 31, 2002 .........................  79,149,900  $    7,915  $  385,717  $   (8,100)  $ (472,593)  $  (87,061)
                                                      ==========  ==========  ==========  ==========   ==========   ==========

                                               See notes to financial statements

                                                              F-5
</TABLE>
<PAGE>
                     INTERNATIONAL BROADCASTING CORPORATION
                            STATEMENTS OF CASH FLOWS


                                                               Years Ended
                                                               December 31,
                                                             2002        2001
                                                          ---------   ---------

NET LOSS ...............................................  $(258,748)  $(213,845)
                                                          ---------   ---------

Adjustments used to reconcile net loss to net cash
     used in operating activities
Depreciation and amortization ..........................     31,954      22,086
Imputed compensation ...................................          -      30,000
Loss on investments ....................................          -       2,000
Loss on sale of fixed assets ...........................      7,106           -
Decrease (increase) in accounts receivable .............      1,500      (4,500)
Increase in accounts payable and accrued expenses ......    142,451      72,298
                                                          ---------   ---------
NET CASH USED IN OPERATIONS ............................    (75,737)    (91,961)

CASH FLOWS FROM INVESTING ACTIVITIES
     Sale of fixed asset ...............................     27,800           -
     Purchase of investments ...........................          -     (11,000)
                                                          ---------   ---------
NET CASH PROVIDED (USED) IN INVESTING ..................     27,800     (11,000)

CASH FLOWS FROM FINANCING ACTIVITIES
     Decrease in subscription receivable ...............          -       5,000
     Sale of common stock ..............................     53,000      98,392
                                                          ---------   ---------
NET CASH PROVIDED IN FINANCING .........................     53,000     103,392

NET INCREASE IN CASH ...................................      5,063         431

CASH, beginning of period ..............................        431           -
                                                          ---------   ---------

CASH, end of period ....................................  $   5,494   $     431
                                                          =========   =========

SUPPLENTAL DISCLOSURES OF CASH
     FLOW INFORMATION:

Noncash transactions:
     Purchase of intangible asset ......................  $  60,000   $       -
                                                          =========   =========

     Capital contribution of property and equipment ....  $       -   $ 147,240
                                                          =========   =========

     Unrealized loss on available for sale securities ..  $  20,600   $       -
                                                          =========   =========

                        See notes to financial statements

                                       F-6
<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, receivables, 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 SFAS No.
148, "Accounting for Stock-Based Compensation -- Transition and Disclosure -- an
Amendment of FASB Statement No. 123." SFAS No. 148 provides alternative methods
of transition for a voluntary change to the fair value based method of
accounting for stock-based employee compensation. The Company does not currently
intend to adopt the fair value based method of measuring compensation associated
with stock awards and grants. As a consequence of continuing to utilize the
intrinsic value method of measuring such compensation, the Company will be
required to provide additional disclosures in its quarterly financial statements
which will reflect the impact on net income and earnings per share on a pro
forma basis as if the Company had applied the fair value method to stock-based
employee compensation.

F. Revenue Recognition - Advertising 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,
2002 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 $472,593 and has negative working capital of $206,255. 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

                                       F-7
<PAGE>
                     INTERNATIONAL BROADCASTING CORPORATION
                          NOTES TO FINANCIAL STATEMENTS

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, 2002, property and equipment consists of the following:

Furniture, fixtures and equipment       $      28,852
Automobiles                                    67,000
                                        --------------
                                               95,852
Less accumulated depreciation                  32,558
                                        --------------
                                        $      63,294
                                        ==============
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 is being amortized over 3 years using the
straight-line method. Accumulated amortization is $5,000 at December 31, 2002.

5. 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, 2002.

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.

In April of 2001, the Company had a private placement offering, whereby
5,000,000 shares of common stock were sold for $25,000.

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.

                                       F-8
<PAGE>
                     INTERNATIONAL BROADCASTING CORPORATION
                          NOTES TO FINANCIAL STATEMENTS

6. 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.

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, 2002 no options have been
granted under the 2001 stock option plan.

7. 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,
                                   2002                    2001
Taxes benefit computed
    at statutory rate           $ (88,000)            $    (64,000)

State income taxes                (13,000)                 (11,000)

Income tax benefit not
    utilized                      101,000                   75,000
                                -----------           -------------
Net income tax benefit          $       -             $         -
                                ===========           =============

The Company has a net operating loss carryforward for tax purposes totaling
approximately $460,000 at December 31, 2002 expiring through the year 2022.

Listed below are the tax effects of the items related to the Company's net tax
asset:
                                     December 31,
                                        2002
Tax benefit of net operating
    loss carryforward                $ 181,000

Tax benefit of intangible
    asset amortization                   2,000

Valuation allowance                   (183,000)
                                     ---------
Net deferred tax asset recorded      $      -
                                     =========

                                       F-9