UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 10-K

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

                   For the fiscal year ended December 31, 2008
                                       OR

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

           For the transition period from ____________ to ___________

                         Commission File Number 0-32323

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

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

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

       Registrant's telephone number, including area code: (626) 581-8500

        Securities registered pursuant to Section 12(b) of the Act: None

           Securities registered pursuant to Section 12(g) of the Act:

                               Title of Each Class
                         Common Stock, $.00001 par value

Indicate by check mark if the  registrant  is a  well-known  seasoned  issuer as
defined in Rule 405 of the Securities Act. Yes [ ] No [X]

Indicate  by  check  mark if the  registrant  is not  required  to file  reports
pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]

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

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation S- K is not contained  herein,  and will not be contained,  to the
best  of  the  registrant's   knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendment to this Form 10-K. [ ]

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

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

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

The aggregate  market value of the voting and  non-voting  common equity held by
non-affiliates computed by reference to the price at which the common equity was
last sold, or the average bid and asked price of such common  equity,  as of the
last business day of the Registrant's  second fiscal quarter (June 30, 2008) was
approximately $381,565.

On March 31, 2009,  1,111,143,024  shares of the Registrant's  common stock were
outstanding.

                    DOCUMENTS INCORPORATED BY REFERENCE: None
<PAGE>
                                TABLE OF CONTENTS

ITEMS                                                                       PAGE
-----                                                                       ----
                                     PART I
Item 1.   Business                                                            4
Item 2.   Properties                                                         10
Item 3.   Legal Proceedings                                                  10
Item 4.   Submission of Matters to a Vote of Security Holders                10

                                     PART II

Item 5.   Market For Common Equity and Related Stockholder Matters and       10
          Issuer Purchases of Equity Securities
Item 6.   Selected Financial Data                                            15
Item 7.   Management's Discussion and Analysis of Financial Condition
           and Results of Operations                                         15
Item 8.   Financial Statements and Supplementary Data                        20
Item 9.   Changes in and Disagreements with Accountants on Accounting
           and Financial Disclosure                                          20
Item 9A.  Controls and Procedures                                            20
Item 9B.  Other Information                                                  23

                                    PART III

Item 10.  Directors, Executive Officers and Corporate Governance             23
Item 11.  Executive Compensation                                             25
Item 12.  Security Ownership of Certain Beneficial Owners and Management
           and Related Stockholder Matters                                   27
Item 13.  Certain Relationships and Related Transactions, and Director
           Independence                                                      28
Item 14.  Principal Accounting Fees and Services                             28

                                     PART IV

Item 15.  Exhibits, Financial Statement Schedules                            29

                                       2
<PAGE>
                              CAUTIONARY STATEMENT

     This Form 10-K contains "forward-looking  statements" within the meaning of
the Private  Securities  Litigation  Reform Act of 1995.  Some of the statements
contained in this Form 10-K for International  Building Technologies Group, Inc.
("Company")  discuss  future  expectations,  contain  projections  of results of
operation or financial condition or state other  "forward-looking"  information.
These  statements  are subject to known and unknown  risks,  uncertainties,  and
other  factors  that could cause the actual  results to differ  materially  from
those contemplated by the statements.  The forward-looking  information is based
on various factors and is derived using numerous assumptions.

     Management  expresses its  expectations,  beliefs and  projections  in good
faith  and  believes  the  expectations   reflected  in  these   forward-looking
statements  are based on  reasonable  assumptions;  however,  Management  cannot
assure current stockholders or prospective stockholders that these expectations,
beliefs  and  projections  will  prove  to  be  correct.   Such  forward-looking
statements  reflect the current views of Management  with respect to the Company
and anticipated future events.

     Management cautions current stockholders and prospective  stockholders that
such forward-looking statements,  including,  without limitation, those relating
to the Company's future business prospects,  demand for its products,  revenues,
capital needs, expenses, development and operation costs, wherever they occur in
this Form 10-K, as well as in the documents  incorporated  by reference  herein,
are not guarantees of future  performance or results,  but are simply  estimates
reflecting  the best  judgment of  Management  and involve a number of risks and
uncertainties  that could cause actual results to differ  materially  from those
suggested by such forward-looking statements.

     Important  factors that may cause actual results to differ from projections
include, for example:

     *    the  success or failure of  management's  efforts to  implement  their
          business strategy;

     *    the  ability  of the  Company  to  raise  sufficient  capital  to meet
          operating requirements;

     *    the  uncertainty  of consumer  demand for our  products,  services and
          technologies;

     *    the  ability  of the  Company  to protect  its  intellectual  property
          rights;

     *    the  ability  of  the  Company  to  compete  with  major   established
          companies;

     *    the effect of changing economic conditions;

     *    the ability of the Company to attract and retain quality employees;

     *    the current global recession and financial uncertainty; and

     *    other risks which may be described in future filings with the SEC.

     Words such as "anticipates,"  "expects,"  "intends,"  "plans,"  "believes,"
"seeks,"  "estimates," and variations of such words and similar  expressions are
intended to identify such forward-looking  statements.  These statements are not
guarantees of future performance and are subject to certain risks, uncertainties
and  assumptions  that are difficult to predict.  Therefore,  actual results and
outcomes may differ  materially from what is expressed or forecasted in any such
forward-looking  statements.  Unless required by law, the Company  undertakes no
obligation  to update  publicly  any  forward-looking  statements,  whether as a
result of new information, future events or otherwise.

                                       3
<PAGE>
                                     PART I

ITEM 1. BUSINESS.

BUSINESS DEVELOPMENT

     International   Building   Technologies   Group,   Inc.   ("Company")   was
incorporated as Ten Stix Inc. on January 10, 1996 under the laws of the State of
Colorado to engage in the design, development and marketing of unique card games
and other gaming products for the gaming  industry.  Ten Stix, Inc.  changed its
domicile from Colorado to Nevada in 2004.

     During 2004, the Company  amended its Articles of  Incorporation  to change
its name to Motorsports Emporium, Inc. in order to bring the name of the Company
in line with its then new business focus,  targeting  motor sports  enthusiasts.
During 2004,  the Company  divested  itself of all interest in Ten Stix Inc. and
the gaming business.

     As a result of the change in control and new business  focus of the Company
occasioned by the events  discussed  below,  the Company amended its Articles of
Incorporation to change its name to International  Building  Technologies Group,
Inc. in 2007.

BUSINESS TRANSFORMATION

     The Company  divested its motor sports related assets and began to focus on
its current business related to building technologies,  when on May 2, 2007, the
Company entered into a Stock Sale and Purchase  Agreement with Axia Group,  Inc.
("Axia") and International  Building  Technologies,  Inc.  ("IBT"),  pursuant to
which  the  Company  acquired   50,000,000   shares  of  IBT  common  stock  (or
approximately  80% of IBT's issued and  outstanding  common stock) from Axia for
consideration   consisting  of  a  (i)  $1,000,000  convertible  note  and  (ii)
20,000,000  shares of the  Company's  common stock.  On September 25, 2007,  the
Company and Axia  renegotiated the purchase price of the 80% equity stake in IBT
and made a downward adjustment of $1,000,000 to the purchase price and cancelled
the convertible note.

     As a result of the  transaction  with Axia and IBT,  the Company  dedicated
itself  to  providing  innovative  solutions  for  the  construction  of  homes,
buildings  and  communities  around  the world,  offering  a  complete  turn-key
approach to most projects from design and engineering to materials, training and
construction  assistance.  Acting through,  IBT, a Nevada  corporation,  and its
wholly owned subsidiary International Building Technologies Co., Ltd. ("IBT Hong
Kong"), a Hong Kong corporation,  we are a worldwide  manufacturer and developer
of light panel  technology to be used in residential  and  commercial  business,
primarily in regions that are at risk of earthquakes and hurricane-like winds.

THE COMPANY BUSINESS

     The Company is in the business of  manufacturing,  marketing  and providing
equipment and materials to the building and construction industries. The Company
is dedicated to providing unique and sustainable  construction  methods that can
be used in developing and developed countries around the world.

     The Company is a developer and provider of a superior  panel based building
technology.  Our panel  technology  is  superior  to many  traditional  building
methods, offers greater strength and resistance to winds and hurricanes, as well
as  providing a  sustainable  building  solution  that does not utilize  timber,
provides high insulation  values and is resistant to bugs, mold and rot. See the
discussion under "IBT Panel Technology," below.

     Our panel technology allows for the rapid,  cost effective  construction of
residential,  commercial,  and high-rise  buildings utilizing materials that are
superior in strength and appearance,  economical and  eco-friendly.  The Company
provides  customers  with  architectural  design,  panel  supply,   installation
supervision, engineering, training and technical support.

                                       4
<PAGE>
     Drawing on decades of experience in the construction  industry in China and
other  countries in the Far East, the Company is seeking to develop new business
in China, as well as establishing a manufacturing facility for our equipment and
materials to customers  throughout the world.  We plan to manufacture  equipment
for our own projects,  as well as exporting equipment and materials to customers
throughout the world.

     To this end, on April 17, 2008, the Company signed a definitive  Stock Sale
and Purchase Agreement with Wuhan Intepower Co., Ltd. ("Intepower") to acquire a
92% equity stake in Intepower's subsidiary,  Wufeng Machinery Manufacturing Co.,
Ltd.  ("Machinery  Company") located in Wuhan, Hubei Province of China. Based on
the final draft of its  audited  financial  statements,  the  Machinery  Company
reported assets of U.S. $5,300,000 and revenues of approximately U.S. $3,800,000
for the fiscal year 2007.  Once this  acquisition is completed,  revenues of the
Machinery Company will be consolidated with the Company's financial  statements.
Once the acquisition  closes,  this  consolidation  should result in the Company
reporting a profit in the fiscal year ending December 31, 2009.

     The Machinery Company currently offers several lines of products, including
food processing and mineral refinery equipment.  The Company proposes to utilize
the  capabilities  of the Machinery  Company to manufacture  the Company's panel
production  equipment for deployment and sale in China and other  countries.  We
are talking to U.S.  companies in the building  material business to manufacture
their  equipment  and  products at the  Machinery  Company.  These  out-sourcing
contracts,  if obtained,  could increase  production  revenues for the Machinery
Company and thus potentially increase profits of the Company.

     On June 24, 2008, the China Government  granted approval for the Company to
acquire the Machinery  Company for a fixed  acquisition  price of  approximately
U.S.  $1,630,000.  On August 13,  2008,  the Company  paid a deposit of $161,500
(approximately  10%  of  the  acquisition  price)  for  the  acquisition  of the
Machinery  Company.  The Company has signed an engagement  agreement with a Hong
Kong based Certified Public Accounting  ("CPA") firm to perform the audit of the
Machinery  Company.  The CPA firm we engaged is a registered  public  accounting
firm approved by the U.S. Public Company  Accounting  Oversight Board or "PCAOB"
and has extensive experience  conducting  independent audits of public companies
trading on U.S. markets.

     The  Company  has  also  been  working   with   investors  to  establish  a
Company-operated panel production factory in China's Sichuan Province. This plan
has been received with great interest by the Sichuan  Construction  Bureau,  the
government authority in governing major construction  projects in rebuilding the
earthquake region in Sichuan Province.

IBT PANEL TECHNOLOGY

     As stated  above,  the  Company is a developer  and  provider of a superior
panel  based  building  technology.  Our panel  technology  is  superior to many
traditional  building  methods,  offers greater strength and resistance to winds
and hurricanes,  as well as providing a sustainable  building solution that does
not utilize timber,  provides high  insulation  values and is resistant to bugs,
mold and rot.

     The components of our panels are simple, but effective:

     *    A light weight, high tensile treated galvanized steel wire cage;
     *    A core of expanded polystyrene;
     *    Connected and held in place by a logical series of treated  galvanized
          trusses;
     *    A coat of Portland  cement,  either gun or manually  applied to bother
          sides; and
     *    IBT  panel  technology   complies  with  European  and  U.S.  Standard
          ICBO-ER-3509

     Based on standard building codes prescribed by authorities  worldwide,  our
IBT technology will meet and exceed the minimum requirements. This includes load
tests of transverse,  vertical compression and racking shear load and fire tests
including corner room burn and fire exposure under load.

                                       5
<PAGE>
SUPERIOR STRENGTH AND VALUE

     *    Earthquakes

          *    The IBT technology  system is 30% more resistant when it comes to
               seismic movement when compared to the traditional block system.

     *    Hurricanes

          *    The  IBT  technology  has  a  structural  capacity  to  withstand
               hurricane-like winds up to 180 km per hour.

     *    Fires

          *    The IBT  technology can undertake fire exposure for more than one
               and a half hours.

     *    Insulation

          *    The expanded polystyrene used in the IBT technology system has an
               acoustic  insulation  capacity  that is 4 times  higher  than the
               traditional  block  system and has  thermal  insulation  that can
               isolate heat 8 times more than construction using the traditional
               block system.

     *    Environmental Safety

          *    Raw materials used in the  manufacturing of expanded  polystyrene
               do not expel toxic fumes into the atmosphere.

ADVANTAGES

     *    Versatile Design and Use

          *    Complete  architectural  freedom and flexibility,  sound barrier,
               security and property  walls  exterior and interior wall systems,
               roof systems,  flat and pitched.  This technology can be used for
               multi-story buildings, walls and floors.

     *    Spectacular Visual Appeal

          *    No evidence of  prefabrication  after  application  of  concrete,
               which can have a variety of finishes, smooth to heavily textured.

     *    Environment Friendly and Energy Saving

          *    No wood or timber products used,  Thermal insulation allows for a
               cooler  internal   environment.   Air   conditioning   bills  are
               considerably lower.

     *    Cost Savings

          *    Significant  decreases in on-site construction time and effective
               use of labor due to simplicity of erection.

APPLICATIONS

     *    Residential Homes
     *    Schools
     *    High Rise Buildings
     *    Churches
     *    Condominiums
     *    Mining Shafts
     *    Hospitals
     *    Fences and Walls
     *    Vacation Lodges
     *    Medical Care Centers
     *    Community Buildings

                                       6
<PAGE>
     We believe our panel based  technology is one of the finest,  strongest and
most cost effective building technologies available.  Our panel based technology
is superior to other traditional building methods in terms of strength,  time to
completion  and  resistance  to the elements.  Our IBT panel  technology is also
versatile in its use and can be used to create unique  architectural  and design
elements.   The  results  are  buildings  that  look  great  and  meet  superior
construction standards.

     Historically,  IBT has  completed  projects in the United  States,  Central
America, the Caribbean, Asia, Europe and Africa.

OTHER PRODUCTS AND SERVICES OFFERED BY THE COMPANY

     Currently,  IBT  provides  Site  Planning,  Architectural  and  Engineering
Services,  Contractor Services,  Materials,  Equipment, training and Supervision
and is engaged in projects in China utilizing our IBT technology.

OTHER EVENTS

     The  Company  has not been  able to  support  a  previously  announced  and
previously reported project with Jilin University.  Jilin University has decided
to move  forward in its initial  phases of  construction  with other  materials.
However,  the Company is still hopeful that Jilin  University will utilize IBT's
panel technology in future phases of its construction.

     As previously reported,  on January 31, 2008, the Company announced that it
had begun  participating  in the  Joint  Venture  of the Rose Best  Construction
Project with Suining Yinfa  Construction  and  Engineering  Co., Ltd.  ("Suining
Yinfa").  Due to irreconcilable  differences in accounting  practices,  the Rose
Best project has been rescinded.

     We  originally  issued  350,000  shares of our Series E Preferred  Stock to
Suining  Yinfa.  When we rescinded  the  transaction  with Suining  Yinfa,  they
returned  315,000  shares of our Series E  Preferred  Stock and they kept 35,000
shares of our  Series E  Preferred  Stock as  compensation  for the work done by
them.

HOW TO CONTACT US

     The Company's  principal  executive  offices are located at 17800 Castleton
Street,  Suite 638, City of Industry,  California 91748. Our telephone number is
(626) 581-8500 and our facsimile number is (626) 626-7603.

COMPETITIVE BUSINESS CONDITIONS

     The Company  competes with many companies in the global markets and many of
our competitors are large, well funded companies who have  substantially  larger
staffs and resources than we have at the present time. Unlike the many companies
that  compete in the global  market  manufacturing  building  materials,  we are
unique. Few companies  manufacture our product or anything similar in nature. We
intend to compete  based on our unique  technology  and business and  government
contacts within China.

FOREIGN CURRENCY RISK

     The Company has subsidiaries  operating in the foreign arena and is exposed
to foreign  currency  fluctuations.  Currently  the Company's  subsidiaries  are
operating in China and Hong Kong.  The  Company's  exposure to foreign  currency
fluctuations  in Hong Kong is limited as the Hong Kong Dollar is pegged  against
the  U.S.  dollar.   However,   the  Company's   exposure  to  foreign  currency
fluctuations in China is greater as the Chinese RMB has a floating exchange rate
based on market supply and demand with reference to a basket of currencies.

                                       7
<PAGE>
RAW MATERIALS AND SUPPLIES

     China is the main supplier of the raw materials needed for our panels.  The
Company has contact with and access to numerous  suppliers of the raw  materials
needed to  manufacture  its  building  panels  and is not  dependent  on any one
supplier or limited group of suppliers.

DEPENDENCE ON ONE OR A FEW MAJOR CUSTOMERS

     The Company  believes  that the  diversity  of the products and services it
offers helps  alleviate  the  dependence on any one customer or limited group of
customers.  The Company's  offerings of services and products appeal to both the
retail and industrial customer base. Through the widespread use of the Company's
products and services, the Company will continue to increase its customer base.

EFFECT OF EXISTING OR PROBABLE GOVERNMENTAL REGULATIONS

     The Company's  common stock is registered  pursuant to Section 12(g) of the
Securities  Exchange Act of 1934 ("1934 Act"). As a result of such registration,
the Company is subject to  Regulation  14A of the "1934  Act,"  which  regulates
proxy  solicitations.  Section  14(a)  requires all  companies  with  securities
registered  pursuant  to  Section  12(g)  thereof  to comply  with the rules and
regulations  of the Commission  regarding  proxy  solicitations,  as outlined in
Regulation 14A. Matters submitted to stockholders of the Company at a special or
annual meeting thereof or pursuant to a written consent will require the Company
to provide its  stockholders  with the information  outlined in Schedules 14A or
14C of Regulation 14;  preliminary  copies of this information must be submitted
to the Commission at least 10 days prior to the date that  definitive  copies of
this information are forwarded to stockholders.

     The  Company  is also  required  to file  annual  reports  on Form 10-K and
quarterly  reports on Form 10-Q with the Commission on a regular basis, and will
be required to disclose  certain  events in a timely  manner,  (e.g.  changes in
corporate  control;  acquisitions  or  dispositions  of a significant  amount of
assets  other than in the  ordinary  course of business;  and  bankruptcy)  in a
Current Report on Form 8-K.

     WE WILL BE SUBJECT TO THE REQUIREMENTS OF SECTION 404 OF THE SARBANES-OXLEY
ACT. IF WE ARE UNABLE TO TIMELY  COMPLY WITH SECTION 404 OR IF THE COSTS RELATED
TO COMPLIANCE ARE  SIGNIFICANT,  OUR  PROFITABILITY,  STOCK PRICE AND RESULTS OF
OPERATIONS AND FINANCIAL CONDITION COULD BE MATERIALLY ADVERSELY AFFECTED.

     The Company is required to comply with the provisions of Section 404 of the
Sarbanes-Oxley  Act of  2002,  which  requires  that we  document  and  test our
internal  controls  and  certify  that we are  responsible  for  maintaining  an
adequate  system of internal  control  procedures for the 2008 fiscal year. This
section also requires that our  independent  registered  public  accounting firm
opine on those internal controls and management's  assessment of those controls.
We are currently  evaluating our existing controls against the standards adopted
by the Committee of Sponsoring  Organizations of the Treadway Commission (COSO).
During the course of our ongoing  evaluation  and  integration  of the  internal
controls of our business,  we may identify areas requiring  improvement,  and we
may have to design enhanced  processes and controls to address issues identified
through this review (see Item 9A, below for a discussion  our internal  controls
and procedures).

     Our subsidiaries  currently operating in China also have to comply with the
provisions of Section 404 of the  Sarbanes-Oxley  Act of 2002.  However,  due to
time  differences,  cultural  differences,  and  differences in common  business
practices, documentation and testing of our internal controls overseas will be a
longer and more difficult process.

     We believe that the  out-of-pocket  costs,  the  diversion of  management's
attention from running the day-to-day  operations and operational changes caused
by the need to comply with the requirement of Section 404 of the  Sarbanes-Oxley
Act could be significant.  If the time and costs associated with such compliance
exceed  our  current  expectations,  our  results of  operations  and the future
fillings of our Company could be materially adversely affected.

                                       8
<PAGE>
     Our subsidiaries currently operating in China are subject to inherent risks
associated with operations in a foreign arena. IBT and IBT Hong Kong are exposed
to risks of changes in  governmental  policies and building  codes.  There is no
guarantee  of  current  Management's  ability  to  be  notified  of  changes  in
governmental  policies  and  building  codes in a  timely  manner,  which  could
materially affect the Company.

     Aside from required  compliance with foreign  governmental  regulations and
rules,  federal and state securities  laws,  regulations and rules, and federal,
state and local tax laws, regulations and rules, the Company is not aware of any
other governmental  regulations now in existence or that may arise in the future
that would have an effect on the business of the Company.

DEPENDENCE ON KEY EMPLOYEES AND NEED FOR ADDITIONAL MANAGEMENT AND PERSONNEL

     The Company is heavily  dependent on the ability of our President,  Kenneth
Yeung, who has contributed  essential technical and management experience to our
business.  The  Company  will be  dependent  upon  Mr.  Yeung  to  recruit  good
management for the Company.

     In the event of future growth in administration,  marketing,  manufacturing
and customer support  functions,  the Company may have to increase the depth and
experience of its management team by adding new members.  The Company's  success
will depend to a large degree upon the active  participation of its key officers
and employees,  as well as the continued service of its key management personnel
and its ability to identify,  hire, and retain additional  qualified  personnel.
There  can be no  assurance  that  the  Company  will be able  to  recruit  such
qualified personnel to enable it to conduct its proposed business successfully.

INTELLECTUAL PROPERTY RIGHTS

     The Company  presently holds no intellectual  property rights.  The Company
intends  to seek  copyright  and  trademark  protection  of its trade  names and
products. The Company's success and ability to compete are dependent to a degree
on the Company's  name and product  recognition.  Accordingly,  the Company will
primarily  rely on  copyright,  trade  secret and  trademark  law to protect its
product and brand names of  products  or under  which the Company  conducts  its
business.  Effective trademark protection may not be available for the Company's
trademarks.

     The  Company's  competitors  or others may adopt  product or service  names
similar to the Company's,  thereby impeding the Company's ability to build brand
identity and possibly leading to customer confusion.  The Company's inability to
adequately  protect its product,  brand, trade names and trademarks would have a
material  adverse  effect on the  Company's  business,  financial  condition and
operating results.  Despite any precautions the Company takes, a third party may
be able to copy or otherwise  obtain and use the  Company's  technology or other
proprietary  information without  authorization or to develop similar technology
independently.

     Policing  unauthorized  use of the Company's  products are made  especially
difficult by the global nature of the Internet and the difficulty in controlling
the  ultimate  destination  or security  of products or other data.  The laws of
other countries may afford the Company little or no effective protection for the
Company's intellectual property.

EMPLOYEES

     As of March 31, 2009, we had one full time employee,  Kenneth Yeung, who is
our President and Chief  Executive  Officer.  We believe that our relations with
our employee are good. Our employee is not  represented by a union or covered by
a collective bargaining agreement.

REPORTS TO SECURITY HOLDERS

     The public may view and obtain  copies of the Company's  reports,  as filed
with the Securities and Exchange Commission,  at the SEC's Public Reference Room
at 450 Fifth Street,  NW,  Washington,  D.C.  20549.  Information  on the Public
Reference Room is available by calling the SEC at 1-800-SEC-0330.  Additionally,
copies of the Company's reports are available and can be accessed and downloaded
via the internet on the SEC's internet site at http://www.sec.gov.

                                       9
<PAGE>
ITEM 2. PROPERTIES.

     The Company does not own any real estate.

     On February 20, 2009, the Company relocated its principal executive offices
to 17800 Castleton  Street,  Suite 638, City of Industry,  California 91748. The
new offices are being leased under a sublease from Allied  Consultants,  Inc., a
company  owned by Nelson Yeung,  the brother of our  President,  Kenneth  Yeung.
Kenneth Yeung has no financial or other interest in Allied Consultants, Inc. The
sublease rental is $3,250.00 per month, which covers access to and use of office
furniture  and  equipment  owned by Allied  Consultants,  Inc. The sublease is a
month to month lease.

ITEM 3. LEGAL PROCEEDINGS.

      The  Company is not the subject of any pending  legal  proceedings  to the
knowledge of  management,  nor is there any presently  contemplated  against the
Company by any federal,  state,  or local  government  agency.  Further,  to the
knowledge  of  management,  no director or  executive  officer is a party to any
action in which his interest is adverse to the Company.

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

     No matter was  submitted  to a vote of our  shareholders  during the fourth
quarter of the year ended December 31, 2008.

                                     PART II

ITEM 5. MARKET FOR REGISTRANT'S  COMMON EQUITY,  RELATED STOCKHOLDER MATTERS AND
        ISSUER PURCHASES OF EQUITY SECURITIES.

     As of the date of this Annual Report,  the Company's Common Stock is quoted
on the  Over-the-Counter  Bulletin Board under the symbol  "INBG.OB." The market
for the Company's  Common Stock is limited,  volatile and sporadic and the price
of the Company's Common Stock could be subject to wide  fluctuations in response
to  quarterly  variations  in operating  results,  news  announcements,  trading
volume, sales of Common Stock by officers,  directors and principal shareholders
of the Company,  general market trends, changes in the supply and demand for the
Company's shares, and other factors. The following table sets forth the high and
low sales prices for each quarter relating to the Company's Common Stock for the
last two fiscal years.  These  quotations  reflect  inter-dealer  prices without
retail  mark-up,   markdown,   or  commissions,   and  may  not  reflect  actual
transactions.

         Fiscal 2008                        High          Low
         -----------                        ----          ---
         First Quarter (1)                 $.00625      $.0020
         Second Quarter (1)                $.00450      $.0010
         Third Quarter (1)                 $.00250      $.0015
         Fourth Quarter (1)                $.00200      $.0001

         Fiscal 2007                        High          Low
         -----------                        ----          ---
         First Quarter (2)                 $0.110       $0.0260
         Second Quarter (1)                $0.098       $0.0382
         Third Quarter (1)                 $0.070       $0.0110
         Fourth Quarter (1)                $0.013       $0.0020

----------
(1)  This  represents  the  closing  bid  information  for the  stock on the OTC
     Bulletin Board. The bid and ask quotations represent prices between dealers
     and do not  include  retail  markup,  markdown or  commission.  They do not
     represent  actual  transactions  and  have  not  been  adjusted  for  stock
     dividends or splits.
(2)  This represents the closing price for the stock on the OTC Bulletin Board.

                                       10
<PAGE>
     All of the  above  information  was  listed  as  reported  by the  National
Association of Securities Dealers Composite feed or other qualified inter-dealer
quotation medium.

     Our common stock is  considered  a "penny  stock." The  application  of the
"penny stock" rules to our common stock could limit the trading and liquidity of
the common  stock,  adversely  affect the market  price of our common  stock and
increase your transaction costs to sell those shares. The Commission has adopted
regulations  which  generally  define a "penny stock" to be any equity  security
that has a market price (as defined) of less than $5.00 per share or an exercise
price of less than $5.00 per share, subject to certain exceptions.

     Shareholders  should be aware that,  according to SEC Release No.  34-29093
dated April 17,  1991,  the market for penny stocks has suffered in recent years
from  patterns  of fraud and abuse.  Such  patterns  include  (1) control of the
market for the security by one or a few broker-dealers that are often related to
the promoter or issuer; (2) manipulation of prices through prearranged  matching
of purchases and sales and false and misleading press releases;  (3) boiler room
practices   involving   high-pressure   sales  tactics  and  unrealistic   price
projections  by  inexperienced  sales  persons;  (4) excessive  and  undisclosed
bid-ask  differential  and  markups  by  selling  broker  dealers;  and  (5) the
wholesale dumping of the same securities by promoters and  broker-dealers  after
prices  have been  manipulated  to a desired  level,  along  with the  resulting
inevitable  collapse of those prices and with consequent  investor  losses.  The
occurrence of these  patterns or practices  could increase the volatility of our
share price.

     Our  management is aware of the abuses that have occurred  historically  in
the penny stock market.

HOLDERS

     As of March 31, 2009, there were  approximately  361 shareholders of record
of the Company's Common Stock, 96 shareholders of record of the Company's Series
A Preferred Stock, one shareholder of record of the Company's Series C Preferred
Stock, one shareholder of record of the Company's Series D Preferred Stock, four
shareholders  of  record  of the  Company's  Series E  Preferred  Stock  and one
shareholder of record of the Company's Series F Preferred Stock.

DIVIDENDS

     The Company has not declared any cash  dividends with respect to its common
stock or preferred stock during the last two fiscal years and does not intend to
declare dividends in the foreseeable future. There are no material  restrictions
limiting or that are likely to limit the  Company's  ability to pay dividends on
its outstanding securities.

RECENT ISSUANCE OF UNREGISTERED SECURITIES

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

<TABLE>
<CAPTION>
                        Number of             Aggregate            Nature of
Date of Issue         Shares Issued          Sales Price          Transaction
-------------         -------------          -----------          -----------
<S>                  <C>                   <C>                 <C>
1/12/2009               37,389,530            $7,477.90       Debt cancellation
1/19/2009               35,000,000            $5,250.00       Debt cancellation
2/12/2009               39,900,000            $3,990.00       Debt cancellation
2/18/2009               35,000,000            $2,625.00       Debt cancellation
2/23/2009               45,000,000            $4,500.00       Debt cancellation
3/2/2009                45,000,000            $3,375.00       Debt cancellation
3/24/2009               40,000,000            $4,000.00       Debt cancellation
3/24/2009               40,000,000            $4,000.00       Debt cancellation
3/24/2009               46,000,000            $3,450.00       Debt cancellation
4/6/2009                40,000,000            $4,000.00       Debt cancellation
</TABLE>

                                       11
<PAGE>
     During  2008,   the  Company  issued  the  following   securities   without
registration under the Securities Act of 1933:

<TABLE>
<CAPTION>
                        Number of             Aggregate            Nature of
Date of Issue         Shares Issued          Sales Price          Transaction
-------------         -------------          -----------          -----------
<S>                  <C>                   <C>                 <C>
1/18/2008               1,904,762             $ 9,532.81       In exchange for consulting services (1)
1/18/2008               1,934,974             $ 5,121.30       Debt repayment (1A)
1/18/2008               3,406,800             $ 8,632.83       Debt repayment (2)
1/18/2008               3,406,800             $ 8,632.83       Debt repayment (3)
1/21/2008               1,500,000             $ 7,500.00       Settlement (4)
2/4/2008                2,000,000             $ 5,000.00       In exchange for consulting services (1)
2/4/2008                1,703,698             $ 4,395.54       Debt repayment (1A)
2/11/2008                 992,064             $ 6,250.00       In exchange for consulting services (5)
2/25/2008               1,500,000             $ 6,000.00       Settlement (4)
3/11/2008               4,000,000             $ 6,000.00       Debt repayment (6)
3/11/2008               4,000,000             $ 6,000.00       Debt repayment (7)
3/11/2008               2,666,667             $ 8,533.33       In exchange for consulting services (1)
3/11/2008               4,081,293             $ 5,713.81       Debt repayment (8)
3/11/2008               4,081,293             $ 5,713.81       Debt repayment (9)
3/11/2008               4,089,000             $ 7,360.20       Debt repayment (2)
3/11/2008               2,344,288             $ 4,454.15       Debt repayment (1A)
3/19/2008               1,282,629             $ 3,847.88       In exchange for consulting services (26)
4/1/2008                5,643,350             $ 5,079.01       Debt repayment (8)
4/3/2008                3,703,704             $ 5,185.19       In exchange for consulting services (1)
4/3/2008                2,777,778             $ 3,055.56       Debt repayment (7)
4/3/2008                2,777,778             $ 3,055.56       Debt repayment (6)
4/3/2008                2,959,960             $ 4,439.94       Debt repayment (1A)
4/15/2008               6,531,558             $ 4,572.09       Debt repayment (9)
4/21/2008               3,000,000             $ 2,940.00       Debt repayment (10)
4/21/2008               3,763,150             $ 4,003.99       Debt repayment (2)
4/28/2008               8,918,919             $12,000.00       Private offering of common stock (11)
4/28/2008               6,875,000             $10,000.00       Private offering of common stock (12)
4/28/2008               4,761,905             $ 5,000.00       In exchange for consulting services (1)
4/28/2008               4,014,192             $ 4,395.43       Debt repayment (1A)
4/30/2008               7,971,014             $10,000.00       Private offering of common stock (13)
5/2/2008                6,857,483             $ 3,657.72       Debt repayment (14)
5/21/2008               4,444,444             $ 4,000.00       In exchange for consulting services (1)
5/21/2008               5,000,000             $ 3,000.00       Debt repayment (7)
5/21/2008               5,000,000             $ 3,000.00       Debt repayment (6)
5/21/2008               7,000,000             $ 4,200.00       Debt repayment (10)
5/21/2008               7,000,000             $ 4,200.00       Debt repayment (2)
5/21/2008               5,801,656             $ 5,395.54       Debt repayment (1A)
5/21/2008               7,000,000             $ 4,200.00       Debt repayment (3)
5/21/2008               9,160,950             $ 9,160.95       Debt repayment (8)
5/23/2008               7,857,143             $10,000.00       Private offering of common stock (15)
6/17/2008               7,638,889             $10,000.00       Private offering of common stock (16)
6/30/2008               4,824,561             $ 5,000.00       Private offering of common stock (17)
7/8/2008               12,068,332             $12,068.33       Debt repayment (14)
7/11/2008              10,204,081             $ 5,000.00       Private offering of preferred stock (18)
7/11/2008              10,204,081             $ 5,000.00       Private offering of preferred stock (19)
7/11/2008              10,204,081             $ 5,000.00       Private offering of preferred stock (20)
7/11/2008              12,300,000             $12,300.00       Debt repayment (21)
7/11/2008              12,000,000             $12,000.00       Debt repayment (2)
7/11/2008              10,000,000             $10,000.00       Debt repayment (3)
7/11/2008              12,000,000             $12,000.00       Debt repayment (10)
7/11/2008               5,000,000             $ 5,000.00       Debt repayment (7)
</TABLE>

                                       12
<PAGE>
<TABLE>
<CAPTION>
<S>                  <C>                   <C>                 <C>
7/11/2008               5,000,000             $ 5,000.00       Debt repayment (6)
7/29/2008              60,625,000             $40,000.00       Private offering of common stock (12)
7/29/2008              15,081,081             $12,000.00       Private offering of common stock (11))
7/29/2008              11,224,490             $10,000.00       Private offering of common stock (22)
7/31/2008               9,000,000             $ 9,000.00       Debt repayment (23)
8/1/2008                7,000,000             $ 7,000.00       Private offering of preferred stock (24)
8/1/2008               12,999,265             $ 7,604.57       Debt repayment (1A)
8/1/2008               11,976,000             $11,976.00       Debt repayment (9)
8/1/2008               11,976,000             $11,976.00       Debt repayment (8)
8/14/2008               6,111,111             $10,000.00       Private offering of common stock (25)
8/14/2008               6,932,773             $15,000.00       Private offering of common stock (16)
8/27/2008              17,629,390             $16,659.77       Debt repayment (1A)
8/29/2008               2,916,667             $ 4,375.00       In exchange for consulting services (26)
8/29/2008               4,548,340             $ 6,822.51       In exchange for consulting services (26)
9/4/2008                6,875,000             $10,000.00       Private offering of common stock (27)
9/18/2008              24,609,743             $11,320.48       Debt repayment (14)
9/19/2008               8,000,000             $ 3,360.00       Debt repayment (28)
9/22/2008               5,238,095             $10,000.00       Private offering of common stock (29)
9/29/2008               5,500,000             $ 5,000.00       Private offering of common stock (30)
9/29/2008              26,855,656             $21,350.23       Debt repayment (1A)
10/2/2008               5,565,513             $ 4,452.41       In exchange for consulting services (26)
10/30/2008              7,500,000             $ 3,000.00       Debt repayment (7)
10/30/2008              7,500,000             $ 3,000.00       Debt repayment (6)
11/4/2008               8,203,000             $ 3,500.00       Debt repayment (24)
11/4/2008               6,000,000             $ 2,940.00       Debt repayment (23)
11/4/2008               6,000,000             $ 2,940.00       Debt repayment (20)
11/4/2008               6,000,000             $ 2,940.00       Debt repayment (10)
11/4/2008               6,000,000             $ 2,940.00       Debt repayment (2)
11/4/2008               6,000,000             $ 2,940.00       Debt repayment (21)
11/4/2008               6,000,000             $ 2,940.00       Debt repayment (3)
11/4/2008               4,427,550             $ 3,055.31       In exchange for consulting services (31)
11/17/2008             15,318,264             $ 7,505.95       Debt repayment (8)
11/21/2008             30,636,529             $12,560.97       Debt repayment (1A)
11/21/2008              8,928,571             $ 5,267.85       Debt repayment (32)
11/21/2008             15,318,265             $ 7,505.95       Debt repayment (8)
</TABLE>

----------
(1)  Shares of  common  stock  issued  to a single  entity  upon  conversion  of
     debenture.
(2)  Shares of common stock issued to a singe entity.
(3)  Shares of common stock issued to a single entity.
(4)  Shares  of  common  stock  issued  to  an  individual  in  settlement  of a
     non-litigated dispute.
(5)  Shares of common stock issued to a former officer.
(6)  Shares of common stock issued to an individual consultant.
(7)  Shares of common stock issued to an individual consultant.
(8)  Shares of common stock issued to a single entity.
(9)  Shares of common stock issued to an individual consultant.
(10) Shares of common stock issued to a single entity.
(11) Shares of common stock issued to an individual investor
(12) Shares of common stock issued to an individual investor.
(13) Shares of common stock issued to an individual investor.
(14) Shares of common stock issued to an individual investor.
(15) Shares of common stock issued to an individual investor.
(16) Shares of common stock issued to an individual investor.
(17) Shares of common stock issued to an individual investor.
(18) Shares of preferred stock issued to an individual investor.
(19) Shares of preferred stock issued to an individual investor.
(20) Shares of preferred stock issued to an individual investor.
(21) Shares of common stock issued to a single entity.

                                       13
<PAGE>
(22) Shares of common stock issued to an individual investor.
(23) Shares of common stock issued to a single entity.
(24) Shares of preferred stock issued to an individual investor.
(25) Shares of common stock issued to an individual investor.
(26) Shares of common stock issued to a law firm for legal services.
(27) Shares of common stock issued to an individual investor.
(28) Shares of common stock issued to an individual.
(29) Shares of common stock issued to an individual investor.
(30) Shares of common stock issued to an individual investor.
(31) Shares of common stock issued to an individual consultant.
(32) Shares of common stock issued to an individual investor.

     During the fiscal year ended  December  31,  2007,  the Company  issued the
following securities without registration under the Securities Act of 1933:

<TABLE>
<CAPTION>
                        Number of             Aggregate            Nature of
Date of Issue         Shares Issued          Sales Price          Transaction
-------------         -------------          -----------          -----------
<S>                  <C>                   <C>                 <C>
  2/9/2007               166,667             $    5,000          In exchange for debt cancellation
  3/1/2007               384,615             $   10,000          In exchange for debt cancellation
  3/9/2007               403,225             $   10,000          In exchange for debt cancellation
 4/16/2007               551,334             $   17,521          In exchange for debt cancellation
  5/4/2007               270,000             $   10,854          In exchange for debt cancellation
 5/10/2007               271,867             $   11,114          In exchange for debt cancellation
 5/17/2007            20,000,000             $1,300,000          Asset Purchase--IBT
  6/4/2007               220,000             $   11,000          In exchange for debt cancellation
 6/15/2007             1,219,904             $   41,042          In exchange for debt cancellation
 8/13/2007               142,858             $    2,085          Private Offering
  9/4/2007               257,142             $    3,754          Private offering
 9/12/2007               450,824             $    8,791          In exchange for debt cancellation
 10/5/2007             1,105,796             $    8,791          In exchange for debt cancellation
 11/5/2007             2,577,180             $    8,599          In exchange for debt cancellation
11/28/2007             4,000,000             $    5,768          In exchange for debt cancellation
 12/3/2007             2,350,000             $    3,386          In exchange for debt cancellation
12/17/2007             4,725,216             $    7,070          In exchange for debt cancellation
12/12/2007               350,000             $  350,000 (1)      Conversion of Note issued in connection with
                                                                  the Suining Yinfa Project
12/12/2007                50,000             $   50,000 (2)      Director's Compensation
</TABLE>

----------
(1)  The Company  issued 350,000  shares of Series E Preferred  Stock.  When the
     transaction  with  Suining  Yinfa was  rescinded,  Suining  Yinfa  returned
     315,000 of these  shares to the Company and kept 35,000 of these  shares as
     compensation for their work on the project.
(2)  The Company issued 50,000 shares of Series D Preferred Stock.

     During the fiscal year ended  December  31,  2006,  the Company  issued the
following securities without registration under the Securities Act of 1933:

<TABLE>
<CAPTION>
                        Number of             Aggregate            Nature of
Date of Issue         Shares Issued          Sales Price          Transaction
-------------         -------------          -----------          -----------
<S>                  <C>                   <C>                 <C>
1/6/2006                  5,848                $ 7,500          In exchange for consulting services.
2/22/2006                11,111                $10,000          Private offering of common stock.
3/1/2006                  5,556                $ 5,000          Private offering of common stock.
12/13/2006              312,500                $25,000          In exchange for consulting services.
</TABLE>

     The Company did not utilize or engage a principal underwriter in connection
with any of the above  securities  transactions.  Management  believes the above
shares of common stock were issued  pursuant to the exemption from  registration
under Section 4(2) of the Securities Act of 1933, as amended.

                                       14
<PAGE>
ITEM 6. SELECTED FINANCIAL DATA.

Not applicable.

ITEM 7. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATION.

CAUTIONARY FORWARD - LOOKING STATEMENT

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

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

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

     Should one or more of these risks or  uncertainties  materialize  or should
any of the underlying assumptions prove incorrect, actual results of current and
future  operations  may vary  materially  from those  anticipated.  See also the
disclosures under "Cautionary Statement" following the Table of Contents in this
Annual Report.

GENERAL

     Prior to December 1, 2004,  the  Company  was known as Ten Stix,  Inc.  and
changed  its name to  MotorSports  Emporium,  Inc. on December 1, 2004 under the
laws of the State of Nevada to  engage in the motor  sports  industry  targeting
enthusiasts  participating  in  die  cast  collecting,  automobile  restoration,
purchase of  high-performance  accessories,  motor sports related  collectibles,
driver's  apparel,  race venues and product  licensing.  On July 12,  2007,  the
Company  reported  in a  Definitive  Schedule  14C that the Company was going to
change its name to International  Building  Technologies  Group,  Inc. to better
reflect  its change of  business  from motor  sports  related  to  building  and
construction  of lightweight  panels.  On July 17, 2007 the Company  amended its
articles  of  incorporation  to  change  its  name  to  International   Building
Technologies Group, Inc. effective on August 6, 2007.  According to Statement of
Financial  Accounting  Standards No. 7, "Accounting and Reporting by Development
Stage Enterprises," the Company has reentered the development stage. The Company
devotes most of its efforts to  establishing  a new business,  raising  capital,
establishing sources of supply, acquiring property,  plant, equipment, and other
operating  assets.  The  Company's  shares of common stock are quoted on the OTC
Bulletin Board under the symbol "INBG.OB."

     Our  principal  executive  offices are located at 17800  Castleton  Street,
Suite 638, City of Industry,  CA 91748.  Our telephone  number is (626) 581-8500
and our  facsimile  number is (626)  626-7603.  More  information  regarding our
products and the Company is available on our website at www.ibtgi.com.

EXECUTIVE OVERVIEW

     The Company is in the business of  manufacturing,  marketing  and providing
equipment and materials to the building and construction industries. The Company
is dedicated to providing unique and sustainable  construction  methods that can
be used in developing and developed countries around the world.

     The Company is a developer and provider of a superior  panel based building
technology.  Our panel  technology  is  superior  to many  traditional  building
methods, offers greater strength and resistance to winds and hurricanes, as well
as  providing a  sustainable  building  solution  that does not utilize  timber,
provides high insulation values and is resistant to bugs, mold and rot.

                                       15
<PAGE>
     Our panel technology allows for the rapid,  cost effective  construction of
residential,  commercial,  and high-rise  buildings utilizing materials that are
superior in strength and appearance,  economical and  eco-friendly.  The Company
provides  customers  with  architectural  design,  panel  supply,   installation
supervision, engineering, training and technical support.

     Drawing on decades of experience in the construction  industry in China and
other  countries in the Far East, the Company is seeking to develop new business
in China,  as well as establish a  manufacturing  facility for its equipment and
materials.  We plan to  manufacture  equipment for our own projects,  as well as
exporting equipment and materials to customers throughout the world.

     To this end, on April 17, 2008, the Company signed a definitive  Stock Sale
and Purchase Agreement with Wuhan Intepower Co., Ltd. ("Intepower") to acquire a
92% equity stake in Intepower's subsidiary,  Wufeng Machinery Manufacturing Co.,
Ltd.  ("Machinery  Company") located in Wuhan, Hubei Province of China. Based on
the final draft of its  audited  financial  statements,  the  Machinery  Company
reported assets of U.S. $5,300,000 and revenues of approximately U.S. $3,800,000
for the fiscal year 2007.  Once this  acquisition is completed,  revenues of the
Machinery Company will be consolidated with the Company's financial  statements.
Once the acquisition  closes,  this  consolidation  should result in the Company
reporting a profit in the fiscal year ending December 31, 2009.

     The Machinery Company currently offers several lines of products, including
food processing and mineral refinery equipment.  The Company proposes to utilize
the  capabilities  of the Machinery  Company to manufacture  the Company's panel
production  equipment for deployment and sale in China and other  countries.  We
are talking to U.S.  companies in the building  material business to manufacture
their  equipment  and  products at the  Machinery  Company.  These  out-sourcing
contracts,  if obtained,  could increase  production  revenues for the Machinery
Company and thus potentially increase profits of the Company.

     On June 24, 2008, the China Government  granted approval for the Company to
acquire the Machinery  Company for a fixed  acquisition  price of  approximately
U.S.  $1,630,000.  On August 13,  2008,  the Company  paid a deposit of $161,500
(approximately  10% of the purchase  price) for the acquisition of the Machinery
Company.  The Company has signed an engagement  agreement with a Hong Kong based
Certified Public  Accounting  ("CPA") firm to perform the audit of the Machinery
Company. The CPA firm we engaged is a registered public accounting firm approved
by the  U.S.  Public  Company  Accounting  Oversight  Board or  "PCAOB"  and has
extensive experience  conducting  independent audits of public companies trading
on U.S. markets.

     The  Company  has  also  been  working   with   investors  to  establish  a
Company-operated panel production factory in China's Sichuan Province. This plan
has been received with great interest by the Sichuan  Construction  Bureau,  the
government authority in governing major construction  projects in rebuilding the
earthquake region in Sichuan Province.

MATERIAL RECENT DEVELOPMENTS

RE-ENTERING DEVELOPMENT STAGE

        On April 1, 2007, the Company  re-entered  the  development  stage.  The
Company  has changed the focus of its  business  to  building  and  constructing
lightweight  panels. The Company has devoted most of its efforts to establishing
this new business,  raising capital,  establishing sources of supply,  acquiring
property, plant, equipment, and other operating assets.

RESULTS OF  OPERATIONS  - YEAR ENDED  DECEMBER  31, 2008  COMPARED TO YEAR ENDED
DECEMBER 31, 2007

     The  results  of  operations  in the prior year are not  indicative  of the
performance in neither the current period nor future periods. This is due to the
change  in  business  from an  exclusive  die  cast  merchandising  business  to
developing and  manufacturing  lightweight  panel  technology.  The discontinued
operations of all activities  related to the motor sports  industry in the first
quarter of 2007 are  reflected as  Discontinued  Operations  on the Statement of
Operations.

                                       16
<PAGE>
     Since  discontinuing  the prior business and  re-entering  the  development
stage as of April 1, 2007 the Company's results of operations has changed. There
are no revenues during the current development stage as we are in the process of
starting our manufacturing process.

     For the year ended  December  31,  2008,  Operating  Expenses  for  current
operations totaled $1,904,78,  which is more than year ended December 31, 2007's
Operating Expenses of $670,111. The increase of $1,234,670 in Operating Expenses
between  years ended 2008 and 2007 is mostly  attributed  to the  impairment  of
goodwill of $1,303,277.

     The most  significant  change in our results of operations is the change in
fair value of  derivative.  As of December 31, 2008, the change in fair value of
derivative  was  $2,137,962.  There was no such expense in 2007. The increase of
$2,137,962  in the fair value of  derivative  is resulted  from the common stock
equivalents of the Company on all  convertible  debentures  and preferred  stock
exceeded the total  common stock  available  for  issuance by  approximately  by
14,612,428,071  shares.  The Company's Chief Executive  Officer,  Kenneth Yeung,
holds 1,000,000  shares of Series C Preferred  Stock that are  convertible  into
6,666,666,667  common  shares of the  Company.  Unless and until there is enough
authorized  common stock  available to cover all common stock  equivalents,  Mr.
Yeung will not convert any of his preferred  shares.  Furthermore,  the stock is
only convertible upon  management's  discretion.  Management  currently does not
intend on  converting  such stock.  Also,  warrant  options are not  included in
common  stock  equivalents  since the  exercise  price of $0.25 for the  warrant
exceeds  the fair value of common  stock of $0.0003 per share on  12/31/08.  The
remaining common stock equivalent of 7,945,761,404 shares has been accounted for
as a derivative  liability.  The fair value of the  derivative of $2,137,962 was
determined by utilizing the Black-Scholes valuation model.

     Another  significant  change  in our  results  of  operations  is  interest
expense.  As of December  31,  2008,  Interest  Expense  for current  operations
totaled  $705,535 is greater than the year ended  December 31,  2007's  Interest
Expense of $309,585. The increase of $395,950 in Interest Expense is largely due
to issuances of new debt with  non-cash  interest  expenses such as accretion of
warrants and  accretion  on debt  discounts  (See Note 6 - Notes  Payable & Debt
Discounts).  These  non-cash  expenses  make up the  majority of the  difference
between current year and prior year interest expense.

LIQUIDITY AND CAPITAL RESOURCES

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

     During the next 12 months, our foreseeable cash requirements will relate to
continuing  to develop  the  operations  of our wholly  owned  subsidiaries  and
business  divisions,  maintaining  our good  standing  and making the  requisite
filings with the Securities and Exchange Commission, and the payment of expenses
associated with reviewing or investigating any potential  business venture.  The
acquisition of Wufeng Machinery  Manufacturing  Company will require the Company
to pay  approximately  $1,500,000,  consisting of 10% of cash three  convertible
promissory notes.

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

     The chart  below  summarizes  our debt  (see Note 6 - Notes  Payable & Debt
Discounts  of  the  Consolidated   Financial  Statements  -  Notes  Payable  and
Beneficial Conversions):

                                       17
<PAGE>
Terms                                                                     Amount
-----                                                                     ------
SHORT TERM NOTES PAYABLE TO SHAREHOLDERS:
-    10% Interest;  principal of $10,000;  convertible to common           4,571
     stock based on 60% of average price;  due on 9/3/2009,  net
     of  unamortized  discount  related to the debt  discount of
     $5,429
-    10% Interest; principal of $115,878;  convertible to common          84,028
     stock based on 50% of average price; due on 12/31/2009, net
     of unamortized  discounted  related to the debt discount of
     $31,850
-    10% Interest;  principal of $11,000;  convertible to common           3,311
     stock based on 60% of average price; due on 10/9/2009,  net
     of  unamortized  discount  related to the debt  discount of
     $7,689
-    10% Interest;  principal of $31,925;  convertible to common          31,925
     stock based on 60% of average price; due on 12/31/2009, net
     of unamortized  discounted  related to the debt discount of
     $0
-    10% Interest;  principal of $13,735;  convertible to common          12,826
     stock based on 60% of average price; due on 12/31/2009, net
     of unamortized  discounted  related to the debt discount of
     $909
-    10% Interest;  principal of $12,500;  convertible to common           6,119
     stock based on 60% of average price; due on 12/31/2009, net
     of  unamortized  discount  related to the debt  discount of
     $6,381
-    10% Interest;  principal of $15,000;  convertible to common           6,247
     stock based on 60% of average price;  due on 8/1/2009,  net
     of  unamortized  discount  related to the debt  discount of
     $8,753
-    10% Interest;  principal of $32,016;  convertible to common          21,870
     stock based on 50% of average price; due on 12/31/2009, net
     of  unamortized  discount  related to the debt  discount of
     $10,146
-    10% Interest;  principal of $64,810;  convertible to common          50,788
     stock based on 50% of average price; due on 12/31/2009, net
     of unamortized  discounted  related to the debt discount of
     $14,022
-    10% Interest;  principal of $10,642;  convertible to common           5,328
     stock based on 50% of average price; due on 12/31/2009, net
     of  unamortized  discount  related to the debt  discount of
     $5,314
-    10% Interest;  principal of $9,458;  convertible  to common           6,353
     stock based on 60% of average price; due on 12/31/2009, net
     of unamortized  discounted  related to the debt discount of
     $3,105
-    10% Interest;  principal of $37,133;  convertible to common          25,712
     stock based on 60% of average price; due on 12/31/2009, net
     of unamortized  discounted  related to the debt discount of
     $11,421
-    10% Interest;  principal of $5,000;  convertible  to common           1,768
     stock based on 65% of average price; due on 10/28/2009, net
     of  unamortized  discount  related to the debt  discount of
     $3,232
-    10% Interest;  principal of $10,000;  convertible to common           4,270
     stock based on 60% of average price; due on 12/31/2009, net
     of  unamortized  discount  related to the debt  discount of
     $5,730
-    10% Interest;  principal of $78,324;  convertible to common          77,774
     stock based on 75% of average price; due on 6/30/2009,  net
     of unamortized  discounted  related to the debt discount of
     $550
-    10% Interest;  principal of $13,000;  convertible to common           5,414
     stock based on 60% of average price;  due on 8/1/2009,  net
     of  unamortized  discount  related to the debt  discount of
     $7,586
-    10% Interest;  principal of $7,209;  convertible  to common           4,174
     stock based on 60% of average price; due on 12/31/2009, net
     of unamortized  discounted  related to the debt discount of
     $3,035
-    10% Interest;  principal of $23,847;  convertible to common          11,581
     stock based on 60% of average price; due on 12/31/2009, net
     of unamortized  discounted  related to the debt discount of
     $12,266
-    10% Interest;  principal of $20,000;  convertible to common           8,906
     stock based on 60% of average price; due on 12/31/2009, net
     of  unamortized  discount  related to the debt  discount of
     $11,094
-    10% Interest;  principal of $25,000;  convertible to common          10,697
     stock based on 60% of average price; due on 12/31/2009, net
     of  unamortized  discount  related to the debt  discount of
     $14,303
-    10% Interest;  principal of $70,000;  convertible to common          44,077
     stock based on 60% of average price; due on 12/31/2009, net
     of  unamortized  discount  related to the debt  discount of
     $25,923
-    10% Interest;  principal of $39,337;  convertible to common          22,236
     stock based on 60% of average price; due on 12/31/2009, net
     of unamortized  discounted  related to the debt discount of
     $17,101
-    5%  Interest;  principal  of $73,977;  monthly  payments of          63,901
     $4,387; convertible to common stock based on 70% of average
     price; due on 7/1/2009, net of unamortized discount related
     to the debt discount of $10,076
-    10% Interest;  principal of $39,048;  convertible to common          19,424
     stock based on 50% of average price; due on 12/31/2009, net
     of unamortized  discounted  related to the debt discount of
     $19,624
-    10% Interest;  principal of $10,000;  convertible to common           4,701
     stock based on 60% of average price; due on 12/31/2009, net
     of  unamortized  discount  related to the debt  discount of
     $5,299
-    10% Interest;  principal of $15,000;  convertible to common           2,589
     stock based on 65% of average price; due on 10/29/2009, net
     of  unamortized  discount  related to the debt  discount of
     $12,411

                                       18
<PAGE>
-    10% Interest;  principal of $50,240;  convertible to common          26,352
     stock based on 60% of average price; due on 12/31/2009, net
     of  unamortized  discount  related to the debt  discount of
     $23,888
                                                                        --------
TOTAL SHORT TERM NOTES PAYABLE TO SHAREHOLDERS                          $566,942
                                                                        ========
SHORT TERM NOTES PAYABLE :
-    10% Interest;  principal of $50,000;  convertible to common          21,260
     stock based on 60% of average price; due on 12/31/2009, net
     of  unamortized  discount  related to the debt  discount of
     $28,740
-    10% Interest;  principal of $50,000;  convertible to common          21,260
     stock based on 60% of average price; due on 12/31/2009, net
     of  unamortized  discount  related to the debt  discount of
     $28,740
-    10% Interest;  principal of $15,000;  convertible to common           4,880
     stock based on 60% of average price; due on 12/31/2009, net
     of  unamortized  discount  related to the debt  discount of
     $10,120
-    10% Interest;  principal of $10,000;  convertible to common           4,252
     stock based on 60% of average price; due on 12/31/2009, net
     of  unamortized  discount  related to the debt  discount of
     $5,748
-    10% Interest;  principal of $20,500;  convertible to common          19,683
     stock based on 65% of average price; due on 12/31/2009, net
     of  unamortized  discount  related to the debt  discount of
     $817
                                                                        --------
TOTAL SHORT TERM NOTES PAYABLE                                          $ 71,335
                                                                        ========

YEAR ENDED DECEMBER 31, 2008

     As of December 31, 2008, the Company's current assets were $165,941 and its
current  liabilities were $2,996,505,  resulting in a working capital deficit of
$2,830,564. As of December 31, 2008, current assets were comprised of (i) $1,567
in cash; (ii) $161,500 deposit on Wuhan Wufeng Machinery Company (iii) $2,874 in
other current assets.

     As of  December  31,  2008,  current  liabilities  were  comprised  of  (i)
$2,137,962  in  derivative   liability;   (ii)  $566,942  in  notes  payable  to
stockholders and $71,335 in notes payable; (ii) $176,550 in accounts payable and
accrued expenses and $43,716 of other amounts due to shareholders.

     As of December 31, 2008,  the Company's  total assets were $167,941 and its
total  liabilities  were  $2,996,505,   with  a  net  stockholder's  deficit  of
$2,828,564.

     For the year ended  December  31,  2008,  net cash flows used in  operating
activities  were  ($469,654)  compared  to net  cash  flows  used  in  operating
activities  of  ($330,609),  before  the  net  cash  used  in  and  provided  by
discontinued  operations,  for the year ended December 31, 2007. The increase of
$139,045 during the  twelve-month  period ended December 31, 2008 were primarily
due an increasing  usage of non-cash  stock based for interest  payment on debt,
non-cash  interest  expense  associated  with  beneficial   conversion  feature,
impairment of goodwill as well as change in fair value of derivative liability.

     For the year ended  December  31,  2008,  net cash flows used in  investing
activities was $161,500 compared to net cash provided by investing activities of
$0 during the year ended  December 31, 2007.  Cash outflows in 2008 were related
to the acquisition of Wuhan Wufeng Machinery Company.

     For the  twelve-month  period  ended  December  31,  2008,  net cash  flows
provided  by  financing  activities  was  $599,852  compared  to net cash  flows
provided by financing  activities of $552,420 for the twelve-month  period ended
December 31, 2007. Cash inflows in 2008 consisted primarily of proceeds from the
issuance of common stock and notes payable.

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

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

                                       19
<PAGE>
OFF-BALANCE SHEET ARRANGEMENTS

     As of the  date of this  Annual  Report,  the  Company  does  not  have any
off-balance  sheet  arrangements  that have or are  reasonably  likely to have a
current  or future  effect on the  Company's  financial  condition,  changes  in
financial  condition,  revenues or expenses,  results of operations,  liquidity,
capital  expenditures or capital  resources that are material to investors.  The
term "off-balance sheet arrangement" generally means any transaction,  agreement
or other  contractual  arrangement  to which an entity  unconsolidated  with the
Company is a party, under which the Company has (i) any obligation arising under
a guarantee,  contract,  derivative  instrument or variable interest;  or (ii) a
retained or contingent  interest in assets transferred to such entity or similar
arrangement  that serves as credit,  liquidity  or market risk  support for such
assets.

FUTURE COMMITMENTS

     As of the  date of this  Annual  Report,  the  Company  does  not  have any
material  commitments  nor  does  management  anticipate  any  further  material
commitments within the next twelve months.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

     Our financial  statements and supplementary  data may be found beginning at
page F-1.

ITEM 9. CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
        FINANCIAL DISCLOSURE.

     Not applicable.

ITEM 9A. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

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

MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

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

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

                                       20
<PAGE>
     (2)  provide  reasonable   assurance  that  transactions  are  recorded  as
          necessary to permit preparation of financial  statements in accordance
          with U.S. GAAP, and that our receipts and  expenditures are being made
          only in  accordance  with  the  authorization  of our  management  and
          directors; and
     (3)  provide reasonable  assurance regarding prevention or timely detection
          of  unauthorized  acquisition,  use or  disposition of our assets that
          could have a material effect on the financial statements.

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

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

IDENTIFIED MATERIAL WEAKNESSES AND SIGNIFICANT DEFICIENCIES

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

     a.   We  did  not  have  formal  policies   governing  certain   accounting
          transactions  and  financial  reporting  procedures  finalized  as  of
          December 31, 2007; and
     b.   We did not have  adequate  segregation  of duties that were  mitigated
          over certain areas of our financial  reporting process due to the size
          of the Company that we were on December 31, 2007.

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

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

     We did not have  effective  comprehensive  entity-level  internal  controls
specific to the structure of our board of directors and organization of critical
committees.  Due to our  expected  expansion,  as  disclosed  in this Form 10-K,
without  correcting this  significant  deficiency and ensuring that our board of
directors has the proper oversight and committees are properly established,  the
control environment in subsequent years may not be effective.

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

                                       21
<PAGE>
MANAGEMENT'S REMEDIATION INITIATIVES

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

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

     1.   Identify  and  retain  a new  director  for  our  board  of  directors
          including a member who is  appropriately  credentialed  as a financial
          expert with a goal of having sufficient independent board of directors
          oversight;
     2.   Ensure  all entity  level  controls  are  applied at all levels of the
          organization and are scalable for acquisition targets;
     3.   Establish   comprehensive   formal  general  accounting  policies  and
          procedures  and  require  employees  to sign  off  such  policies  and
          procedures as documentation  of their  understanding of and compliance
          with company policies;
     4.   Make all  employees  subject  to our Code of Ethics  (including  those
          employees  in  acquisition  targets)  and  require all  employees  and
          directors to sign our Code of Ethics on an annual basis and retain the
          related documentation; and,
     5.   Implement better segregation of duties given the size of our company.

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

POTENTIAL ISSUES

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

CONCLUSION

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

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

                                       22
<PAGE>
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

     The changes  noted  above,  are the only changes  during our most  recently
completed fiscal quarter that have materially  affected or are reasonably likely
to materially affect, our internal control over financial reporting,  as defined
in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.  Subsequent to December
31, 2008, Mr. Sam Kan, Certified Public Accountant,  replaced Mr. Clayton Lee as
the accounting  consultant  acting as our accounting  controller.  Mr. Micky Lo,
Certified  Public  Accountant,  was also  retained  to assist the  Company  with
certain accounting functions.

     This Annual Report does not include an attestation  report of the Company's
registered  public  accounting  firm regarding  internal  control over financial
reporting.  Management's  report was not subject to attestation by the Company's
registered  public accounting firm pursuant to temporary rules of the Securities
and Exchange  Commission  that permit the Company to provide  only  management's
report in this Annual Report.

ITEM 9B. OTHER INFORMATION.

     Not applicable.

                                    PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

     Our  executive  officers are elected by the board of directors and serve at
the discretion of the board, subject to employment and/or consulting  agreements
described in Item 11, below.  All of the current  directors serve until the next
annual  shareholders'  meeting or until their  successors have been duly elected
and qualified.  The following table sets forth certain information regarding our
current directors and executive officers:

IDENTITY OF DIRECTORS AND EXECUTIVE OFFICERS AS OF MARCH 31, 2009

<TABLE>
<CAPTION>
    Name             Director Since     Age                     Position
    ----             --------------     ---                     --------
<S>                  <C>                <C>    <C>
Kenneth Yeung*       April 13, 2007      53     President, Chief Executive Officer, Chief
                                                Financial Officer, Treasurer and Director
Peter Chin**         May 21, 2007        61     Secretary and Director
</TABLE>

----------
*    On March 14, 2007,  Mr. Yeung was elected to the office of President of the
     Company. On April 16, 2007, Mr. Yeung was elected to the additional offices
     of Chief Financial Officer and Treasurer.
**   On May 21, 2007, Mr. Chin was elected to the office of Corporate Secretary.
***  All Company  officers serve at the pleasure of the Board of Directors.  All
     current members of the Board of Directors will serve as such until the next
     annual meeting of stockholders or until their successors are duly elected.

     KENNETH YEUNG.  Mr. Yeung is currently the Chief Executive  Officer of ia&d
Consultants,  Inc.,  a Los Angeles  based  consulting  firm engaged in planning,
architectural  design,  engineering and business consulting.  As the CEO of ia&d
consultants,  Inc.,  Mr.  Yeung leads that  company by  developing  business and
providing services such as planning, architectural design and engineering to its
clients worldwide and particularly in China. His company has completed  numerous
projects including commercial and residential developments,  hotels and resorts,
schools and recreational  facility development.  Currently,  Mr. Yeung's company
has offices in three major  cities in China.  Mr.  Yeung  received a Bachelor of
Arts and Sciences from the University of Hawaii.  From the mid-1990s,  Mr. Yeung
has held senior executive positions with companies engaged in civil engineering,
building material manufacturing, planning, architecture and design.

     PETER CHIN.  Mr. Chin was born in Shanghai,  China and raised in Hong Kong.
Mr. Chin studied  abroad in both Sydney,  Australia and the United  States.  Mr.
Chin has over 20 years of  experience  in the  financial  markets,  focusing  on
corporate finance,  while advising companies in China and the United States. Mr.
Chin served on the board of directors of Golden Arrow Group of Companies, USA, a
hotel and land  management  company in China.  Additionally,  Mr. Chin served as

                                       23
<PAGE>
Chief Executive Officer and Chairman of PTS, Inc. and as Chief Executive Officer
of Disability Access Corporation. Mr. Chin consults with various publicly traded
and private held companies on executive and financial decisions.

DIRECTORSHIPS

     No  Director  of the  Company  or  person  nominated  or chosen to become a
Director holds any other  directorship in any company with a class of securities
registered pursuant to Section 12 of the 1934 Act or subject to the requirements
of Section  15(d) of such Act or any other  company  registered as an investment
company under the Investment Company Act of 1940.

SIGNIFICANT EMPLOYEES

     No other significant employees exist.

FAMILY RELATIONSHIPS

     There are no family relationships  between any officer,  director or person
who will be nominated to serve on our Board of Directors.

COMPENSATION OF DIRECTORS

     During 2008, we did not  compensate  our Directors for serving on our Board
of Directors.

     During 2007, we issued 50,000  restricted  shares of our Series D Preferred
Stock one of our Directors, Peter Chin.

     There are no arrangements or understandings between any of the directors or
executive  officers,  or any other person or person  pursuant to which they were
selected as directors and/or officers.

INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS

     During the past five  years,  no  present  director,  executive  officer or
person nominated to become a director or an executive officer of the Company:

     1.   had a  petition  under  the  federal  bankruptcy  laws  or  any  state
          insolvency  law filed by or against,  or a receiver,  fiscal  agent or
          similar  officer  appointed by a court for the business or property of
          such person,  or any  partnership in which he was a general partner at
          or within two years before the time of such filing, or any corporation
          or business  association  of which he was an  executive  officer at or
          within two years before the time of such filing;
     2.   was  convicted  in a  criminal  proceeding  or  subject  to a  pending
          criminal  proceeding  (excluding  traffic  violations  and other minor
          offenses);
     3.   was  subject  to any  order,  judgment  or  decree,  not  subsequently
          reversed,   suspended   or   vacated,   of  any  court  of   competent
          jurisdiction,   permanently  or  temporarily  enjoining  him  from  or
          otherwise limiting his involvement in any of the following activities:
          (i)  Acting  as a futures  commission  merchant,  introducing  broker,
               commodity trading advisor, commodity pool operator, floor broker,
               leverage transaction merchant,  any other person regulated by the
               Commodity Futures Trading Commission,  or an associated person of
               any of the foregoing,  or as an investment adviser,  underwriter,
               broker or  dealer  in  securities,  or as an  affiliated  person,
               director or employee of any investment company, bank, savings and
               loan  association  or  insurance  company,   or  engaging  in  or
               continuing  any  conduct  or  practice  in  connection  with such
               activity;
          (ii) Engaging in any type of business practice; or

                                       24
<PAGE>
          (iii)Engaging in any activity in connection  with the purchase or sale
               of any security or commodity or in connection  with any violation
               of federal or state securities laws or federal  commodities laws;
               or
     4.   was the  subject of any order,  judgment or decree,  not  subsequently
          reversed,  suspended  or  vacated,  of an federal  or state  authority
          barring,  suspending  or otherwise  limiting for more than 60 days the
          right of such person to engage in any activity  described in paragraph
          (3) (i),  above,  or to be associated with persons engaged in any such
          activity; or
     5.   was found by a court of competent  jurisdiction  (in a civil  action),
          the  Securities  and  Exchange  Commission  or the  Commodity  Futures
          Trading  Commission to have violated a federal or state  securities or
          commodities  law, and for which the  judgment  has not been  reversed,
          suspended or vacated.

AUDIT COMMITTEE FINANCIAL EXPERT AND IDENTIFICATION OF AUDIT COMMITTEE

     Our board of directors acts as our audit committee.  No member of our board
of directors is an "audit committee  financial  expert," as that term is defined
in Item 401(e) of Regulation S-K  promulgated  under the Securities Act of 1933,
as amended.  Our board of directors  concluded that the benefits of retaining an
individual  who  qualifies as an "audit  committee  financial  expert"  would be
outweighed by the costs of retaining such a person.

SECTION 16 (a) BENEFICIAL OWNERSHIP COMPLIANCE

     Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive  officers,  directors and persons who own more than ten percent of the
Company's Common Stock, to file initial reports of beneficial  ownership on Form
3,  changes  in  beneficial  ownership  on  Form 4 and an  annual  statement  of
beneficial ownership on Form 5, with the SEC. Such executive officers, directors
and greater than ten percent  shareholders  are required by SEC rules to furnish
the Company with copies of all such forms that they have filed.

     Based  on our  review  of the  copies  of such  forms  filed  with  the SEC
electronically,  received  by  the  Company  and  representations  from  certain
reporting  persons,  the  Company  believes  that  during the fiscal  year ended
December 31, 2008,  all the  officers,  directors  and more than 10%  beneficial
owners have complied with the above described  filing  requirements,  except for
our two Directors,  Peter Chin and Kenneth Yeung.  Our President and a Director,
Kenneth Yeung,  inadvertently did not file a Form 4 in September 2008,  covering
his acquisition of 800,000 shares of our Series C Preferred Stock.  However, Mr.
Yeung  subsequently  filed  a  Form 5 on  March  3,  2009,  which  included  his
acquisition of the 800,000 shares of Series C Preferred  Stock. Mr. Yeung's late
filing of his Form 5 was inadvertent.  Mr. Peter Chin, Corporate Secretary and a
Director,  inadvertently  did not file a Form 4 in connection with bona gifts of
(i) 35,000  shares of our  Series D  Preferred  Stock in  January  2008 and (ii)
15,000 of our Series D Preferred Stock in November 2008. Mr. Chin  inadvertently
did not file a Form 5 in February  2009,  but  subsequently  filed his Form 5 on
March 9, 2009,  which included his dispositions of the 50,000 shares of Series D
Preferred Stock.

CODE OF ETHICS

     The Company has adopted a Code of Ethics  applicable  to its  employees and
officers,   including  its  principal  executive  officer,  principal  financial
officer,  principal  accounting  officer  or  controller  and any other  persons
performing similar functions. The Code of Ethics will be provided free of charge
by the Company to interested  parties upon request.  Requests  should be made in
writing and directed to the Company at the following  address:  17800  Castleton
Street,  Suite 638, City of Industry,  California  91748.  A copy of the Code of
Ethics was attached as Exhibit 14 to the Company's  Annual Report on Form 10-KSB
for the Fiscal Year Ended December 31, 2007.

ITEM 11.  EXECUTIVE COMPENSATION.

     The  following  table sets  forth the  aggregate  compensation  paid by the
Company to the above named  executive  officers and directors of the Company for
services rendered during the periods indicated:

                                       25
<PAGE>
                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>

                                                                         Non-Equity      Nonqualified
 Name and                                                                Incentive         Deferred
 Principal                                        Stock       Option        Plan         Compensation     All Other
 Position       Year   Salary($)     Bonus($)    Awards($)   Awards($)  Compensation($)   Earnings($)   Compensation($)  Totals($)
 --------       ----   ---------     --------    ---------   ---------  ---------------   -----------   ---------------  ---------
<S>            <C>     <C>           <C>          <C>           <C>          <C>              <C>         <C>             <C>

Kenneth         2008   $180,000       $   0      $     0       $   0        $   0            $   0         $  6,584(1)    $186,584
Yeung,          2007   $100,000       $   0      $     0       $   0        $   0            $   0         $  3,096(2)    $103,096
President
and CEO

Peter Chin,     2008   $      0       $   0      $     0       $   0        $   0            $   0         $      0       $      0
Director        2007   $      0       $   0      $50,000(3)    $   0        $   0            $   0         $      0       $ 50,000
</TABLE>

----------
(1)  During the fiscal year ended  December 31, 2008, Mr. Kenneth Yeung received
     cash salary of $180,000  and a car  allowance  of $6,584  (pursuant  to his
     employment agreement with the Company).
(2)  During the fiscal year ended  December 31, 2007, Mr. Kenneth Yeung received
     cash salary of $100,000  and a car  allowance  of $3,096  (pursuant  to his
     employment agreement with the Company).
(3)  On  December  12,  2007,  the  Company  issued  50,000  shares  of Series D
     Preferred Stock to Mr. Peter Chin as compensation  for serving as Corporate
     Secretary and Director of the Company during 2007.

EMPLOYMENT CONTRACTS

     On May 21, 2007, the Company entered into a three year Employment Agreement
with Kenneth Yeung,  its President and Chief Executive  Officer.  The Employment
Agreement was effective as of May 1, 2007, and expires on April 30, 2010, unless
earlier  terminated  as provided in the  Employment  Agreement.  The  Employment
Agreement provides for the following base compensation of Mr. Yeung:

          May -December 2007                  $12,500 per month
          January-December 2008               $15,000 per month
          January-December 2009               $17,500 per month
          January-April 2010                  $20,000 per month

     In addition to the above base  compensation,  Mr.  Yeung is entitled to the
following compensation benefits:

     *    Participation in the Company's Stock Option Plan;
     *    An undesignated monthly automobile allowance ; and,
     *    Participation in group life,  hospitalization or disability  insurance
          programs, health programs,  pension plan similar benefit plan or other
          "fringe benefits" of the Company.

OTHER CONTRACTS

     None.

                                       26
<PAGE>
OPTION/SAR GRANTS TABLE

     There were no stock  options/SARS  granted under the Company's stock option
plans to executive officers and directors during fiscal 2008 or 2007.

AGGREGATE OPTION/SAR EXERCISES AND FISCAL YEAR-END OPTION/SAR VALUE TABLE

     There were no exercises of stock  options/SAR by executive  officers during
fiscal 2008 or 2007.

LONG-TERM INCENTIVE PLAN AWARDS

     There were no long-term  incentive  plan awards made in the last two fiscal
years.

REPRICING OPTIONS

     During the fiscal year ended December 31, 2008, the Company did not reprice
any stock options.

ITEM 12. SECURITY  OWNERSHIP OF CERTAIN  BENEFICIAL  OWNERS AND  MANAGEMENT AND
         RELATED STOCKHOLDER MATTERS.

     To our  knowledge,  the following  table sets forth,  as of March 31, 2009,
information regarding the ownership of our common stock by:

     *    Persons who own more than 5% of our common stock
     *    each of our directors and each of our executive officers; and
     *    all directors and executive officers as a group.

(a) Security Ownership of Certain Beneficial Owners

     The Company has three (3) classes of voting securities  outstanding (Common
Stock,  Series A Preferred  Stock and Series C Preferred  Stock).  The following
table sets forth security  ownership  information as of the close of business on
March 31, 2009,  for any person or group,  known by the Company to own more than
five percent (5%) of the Company's common stock and Series C Preferred Stock. No
table is included  for the  Company's  Series A Preferred  Stock due to the fact
that only 96 shares  of same are  outstanding  and such  shares  represent  a DE
minimus number of votes that could be cast on any matter presented for a vote of
stockholders.

<TABLE>
<CAPTION>
                                                                       Amount and
                                                                       Nature of
     Name and Address                         Title Of                 Beneficial    Percent of
   of Beneficial Owner                          Class                    Owner          Class
   -------------------                          -----                    -----          -----
<S>                                      <C>                          <C>            <C>
Kenneth Yeung                            Series C Preferred            1,000,000        100%(1)
17800 Castleton Street, Suite 638
City of Industry, CA 91748
</TABLE>

----------
1.   The Series C Preferred Stock has voting rights of 3,000 votes per share, so
     that Mr. Yeung has the right to vote  3,000,000,000  of the  4,043,897,6944
     votes  available to Mr. Yeung and the holders of our common stock,  thereby
     giving Mr. Yeung controlling voting rights in the Company.

                                       27
<PAGE>
(b) Security Ownership of Management

     The following  table sets forth  security  ownership  information as of the
close of business on March 31, 2009, of all directors and all executive officers
listed in the "Summary  Compensation  Table" set forth herein, and all directors
and executive officers as a group.

<TABLE>
<CAPTION>
                                                                       Amount and
                                                                       Nature of
     Name and Address                             Title Of             Beneficial    Percent of
   of Beneficial Owner                              Class                Owner          Class
   -------------------                              -----                -----          -----
<S>                                      <C>                          <C>            <C>

Kenneth Yeung                            Series C Preferred Stock      1,000,000       100.00%
17800 Castleton Street, Suite 638        Common Stock                          0            0%
City of Industry, CA 91748

Officers and Directors as a              Preferred Stock C             1,000,000       100.00%
 Group (1 person)                        Common Stock                          0            0%
</TABLE>

(c) Securities Authorized for Issuance under Equity Compensation Plans: None.

     There  are  no  arrangements  or  understandings  among  the  entities  and
individuals  referenced above or their respective associates concerning election
of directors or other any other matters which may require shareholder approval.

ITEM 13. CERTAIN   RELATIONSHIPS   AND  RELATED   TRANSACTIONS   AND  DIRECTOR
         INDEPENDENCE.

     During 2008, the Company had no formal or standard compensation arrangement
with members of its Board of  Directors.  During 2008 and as of the date of this
annual report,  the Company's two directors,  Kenneth Yeung and Peter Chin, were
and are not independent directors. As discussed under Item 2, above, on February
20, 2009, the Company entered into a sublease agreement with Allied Consultants,
Inc., a company owned by Nelson  Yeung,  the brother of our  President,  Kenneth
Yeung.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

INDEPENDENT PUBLIC ACCOUNTANTS

     The Company has renewed the engagement of HJ Associates & Consultants,  LLP
to serve  as the  independent  accounting  firm  responsible  for  auditing  our
financial statements for the fiscal year ended December 31, 2008.

     (1) Audit  Fees.  During  the fiscal  year ended  December  31,  2008,  the
aggregate fees billed by the Company's  auditors,  for services rendered for the
audit  of our  annual  financial  statements  and the  review  of the  financial
statements  included  in our  quarterly  reports  on Form 10-Q and for  services
provided in connection with the statutory and regulatory  filings or engagements
for 2008,  was $36,000.  During the fiscal year ended  December  31,  2007,  the
aggregate fees billed by the Company's  auditors,  for services rendered for the
audit  of our  annual  financial  statements  and the  review  of the  financial
statements  included in our  quarterly  reports on Form 10-QSB and for  services
provided in connection with the statutory and regulatory  filings or engagements
for 2007, was $70,434.

     (2)  Audit-Related  Fees.  During fiscal years ended  December 31, 2008 and
2007, our auditors did not receive any fees for any audit-related services other
than as set forth in paragraph (1) above.

     (3) Tax Fees. Tax fees billed by HJ Associates & Consultants,  LLP for 2008
and 2007: $3,463 and $817, respectively.

                                       28
<PAGE>
     (4) All Other Fees. None.

     (5) Audit Committee's Pre-Approval Policies and Procedures.

     Effective May 6, 2003, the Securities and Exchange Commission adopted rules
that require that before  Principal  Accountants are engaged by us to render any
auditing or permitted  non-audit related service,  the engagement be:

     *    approved by our audit committee (which consists of our entire board of
          directors); or
     *    entered  into  pursuant  to   pre-approval   policies  and  procedures
          established  by the board of  directors,  provided  the  policies  and
          procedures  are detailed as to the  particular  service,  the board of
          directors  is  informed  of  each  service,   and  such  policies  and
          procedures  do not  include  delegation  of the  board  of  directors'
          responsibilities to management.

     The  board  of  directors   pre-approves  all  services   provided  by  our
independent  auditors.  All of the above  services  and fees were  reviewed  and
approved  by the  board of  directors  either  before  or after  the  respective
services were rendered.

     The board of directors has  considered the nature and amount of fees billed
by our  principal  accountants  and believes  that the provision of services for
activities  unrelated to the audit is compatible with  maintaining our principal
accountants' independence.

     During the 2008 and 2007  fiscal  years,  the  Company  used the  following
pre-approval procedures related to the selection of our independent auditors and
the  services  they  provide:  unanimous  consent of all  directors  via a board
resolution.

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

     (a) (1) Financial Statements

          Financial  statements for International  Building  Technologies Group,
          Inc.  listed in the Index to Financial  Statements  and  Supplementary
          Data on page F-1 are filed as part of this Annual Report.

     (a) (2) Financial Statement Schedule

          Financial Statement Schedule for International  Building  Technologies
          Group,   Inc.  listed  in  the  Index  to  financial   Statements  and
          Supplementary  Data  on  page  F-1 are  filed  as part of this  Annual
          Report.

     (a) (3) See the "Index to Exhibits" set forth below.

          (b) See  Exhibit  Index  below for  exhibits  required  by Item 601 of
          Regulation S-K

                                       29
<PAGE>
                                  EXHIBIT INDEX

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

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

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

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

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

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

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

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

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

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

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

                                       30
<PAGE>
3(ii)*         By-laws  of  the  Company   (Exhibit  3.  II  to  the   Company's
               Registration  Statement on Form 10SB filed with the Commission on
               February 8, 2001).

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

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

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

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

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

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

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

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

                                       31
<PAGE>
10.1*          Stock Sale and  Purchase  Agreement  dated  March 14,  2007,  by,
               between David  Keaveney,  Kenneth Yeung and the Company  (Exhibit
               10.1 to the Company's  Current  Report on Form 8-K filed with the
               Commission on March 27, 2007).

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

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

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

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

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

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

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

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

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

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

                                       32
<PAGE>
10.12*         Stock Sale and Purchase  Agreement by and between the Company and
               Wuhan  Intepower Co.,  Ltd.,  executed on April 17, 2008 (Exhibit
               10.1 to the Company's  Current Report on Form 8-K, filed with the
               Commission on April 21, 2008)

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

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

21**           Subsidiaries of the Company

31.1**         Certification  of  Principal  Executive  Officer  Pursuant  to 18
               U.S.C. Section 1350

31.2**         Certification  of  Principal  Financial  Officer  Pursuant  to 18
               U.S.C. Section 1350

32.1**         906 Certification of Principal Executive Officer

32.2**         906 Certification of Principal Financial Officer

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

                                       33
<PAGE>
                                   SIGNATURES

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

                                 International Building Technologies Group, Inc.


Dated: April 15, 2009                 /s/ Kenneth Yeung
                                      -----------------------------------------
                                 By:  Kenneth Yeung
                                 Its: President and Chief Executive Officer

         In accordance with the Securities Exchange Act of 1934, this report has
been signed below by the following  persons on behalf of the  Registrant  and in
the capacities and on the dates indicated.


Dated: April 15, 2009                /s/  Kenneth Yeung
                                      -----------------------------------------
                                 By:  Kenneth Yeung
                                 Its: President, Chief Executive Officer, Chief
                                      Financial Officer and Director (Principal
                                      Executive Officer and Principal Financial
                                      Officer and Principal Accounting Officer))


Dated: April 15, 2009                 /s/ Peter Chin
                                      -----------------------------------------
                                 By:  Peter Chin
                                 Its: Corporate Secretary and Director

                                       34
<PAGE>
                 INTERNATIONAL BUILDING TECHNOLOGIES GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                           DECEMBER 31, 2007 AND 2006

                                    CONTENTS


Report of Independent Registered Public Accounting Firm ...................  F-2

Consolidated Balance Sheets ...............................................  F-3

Consolidated Statements of Operations .....................................  F-5

Consolidated Statements of Stockholders' Equity (Deficit) .................  F-7

Consolidated Statements of Cash Flows .....................................  F-8

Notes to the Consolidated Financial Statements ............................  F-9


                                      F-1
<PAGE>
             Report of Independent Registered Public Accounting Firm


To the Board of Directors of
International Building Technologies Group, Inc.
and Subsidiaries
(A Development Stage Company)
City of Industry, California

We have audited the  accompanying  consolidated  balance sheets of International
Building  Technologies  Group, Inc. and Subsidiaries as of December 31, 2008 and
2007,  and the related  consolidated  statements  of  operations,  stockholders'
equity (deficit),  and cash flows for the years ended December 31, 2008 and 2007
and since  re-entering the development  stage on April 1, 2007 through  December
31, 2008. These consolidated  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 the standards of the Public  Company
Accounting Oversight Board (United States). 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 consolidated  financial statements referred to above present
fairly,  in all  material  respects,  the  financial  position of  International
Building Technologies Group, Inc. and Subsidiaries (A Development Stage Company)
as of December 31, 2008 and 2007, and the results of their  operations and their
cash flows for the years then ended and since  re-entering the development stage
on April 1, 2007 through  December 31, 2008, in conformity  with U.S.  generally
accepted accounting principles.

We were not engaged to examine  management's  assessment of the effectiveness of
International  Building  Technologies  Group,  Inc. and  Subsidiaries'  internal
control over financial reporting as of December 31, 2008, and accordingly, we do
not express an opinion thereon.

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 3 to the
consolidated financial statements, the Company has suffered recurring losses and
has experienced  negative cash flows from operations,  which raises  substantial
doubt about the Company's  ability to continue as a going concern.  Management's
plans  in  regard  to  those  matters  are  also  described  in  Note  3 to  the
consolidated financial statements.  The consolidated financial statements do not
include any adjustments that might result from the outcome of this uncertainty.


/s/ HJ Associates & Consultants, LLP
-------------------------------------------
HJ Associates & Consultants, LLP
Salt Lake City, Utah
April 13, 2009

                                      F-2
<PAGE>
                 INTERNATIONAL BUILDING TECHNOLOGIES GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                           CONSOLIDATED BALANCE SHEETS


                                                  December 31,      December 31,
                                                     2008              2007
                                                  ----------        ----------
                     ASSETS
Cash                                              $    1,567        $   32,970
Deposit on Wuhan Wufeng Machinery Company            161,500                --
Deposit on Suining Rosetop Project                        --           350,000
Other current assets                                   2,874             1,765
                                                  ----------        ----------
Total current assets                                 165,941           384,735
                                                  ----------        ----------

Fixed assets, net of depreciation                         --             2,766
Other assets                                           2,000             5,380
Goodwill                                                  --         1,303,277
                                                  ----------        ----------

Total assets                                      $  167,941        $1,696,158
                                                  ==========        ==========


       See accompanying footnotes to the consolidated financial statements

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

<TABLE>
<CAPTION>
                                                                                        December 31,      December 31,
                                                                                           2008              2007
                                                                                        -----------       -----------
<S>                                                                                     <C>               <C>
                  LIABILITIES & STOCKHOLDERS' (DEFICIT) EQUITY

LIABILITIES
  Accounts payable and accrued expenses                                                 $   176,550       $    40,825
  Accrued expenses - related parties                                                         43,716            77,426
  Derivative Liability                                                                    2,137,962                --
  Notes payable, net                                                                         71,335                --
  Notes payable to shareholders, net                                                        566,942           135,253
                                                                                        -----------       -----------
      Total current liabilities                                                           2,996,505           253,504
                                                                                        -----------       -----------

Long term notes payable, net                                                                     --           115,834
Long term notes payable to shareholders, net                                                     --            23,103
                                                                                        -----------       -----------
      Total long term liabilities                                                                --           138,937
                                                                                        -----------       -----------
      Total liabilities                                                                   2,996,505           392,441
                                                                                        -----------       -----------
COMMITMENT & CONTINGENCY                                                                         --                --

MINORITY INTEREST                                                                                --                --

STOCKHOLDERS' (DEFICIT) EQUITY
  Preferred A stock, $250 par value, 10,000 shares authorized;
   96 shares issued and outstanding                                                          24,000            24,000
  Preferred C stock, no par value, 1,000,000 shares authorized;
   1,000,000 and 200,000 shares issued and outstanding                                        1,000               200
  Preferred D stock,  $.001 par value, 10,000,000 shares authorized;
   35,000 and 50,000 shares issued and outstanding                                               35                50
  Preferred E stock, $.001 par value, 50,000,000 shares authorized;
   28,000 and 350,000 shares issued and outstanding                                              25               350
  Preferred F stock, $.001 par value, 3,000,000 shares authorized;
   20,000 and 0 shares issued and outstanding                                                    20                --
  Common stock; $.00001 par value, 1,950,000,000 shares authorized;
   747,853,494 and 68,198,914 issued and outstanding                                          7,478               682
  Additional paid-in capital                                                              8,556,173         7,853,981
  Accumulated deficit - Prior to reentering development stage                            (5,534,336)       (5,534,336)
  Accumulated deficit - From inception of reentering development stage on 4/1/2007       (5,882,785)       (1,041,137)
  Other comprehensive income                                                                   (174)              (73)
                                                                                        -----------       -----------
      Total stockholders' (deficit) equity                                               (2,828,564)        1,303,717
                                                                                        -----------       -----------

Total liabilities and stockholders' (deficit) equity                                    $   167,941       $ 1,696,158
                                                                                        ===========       ===========
</TABLE>


       See accompanying footnotes to the consolidated financial statements

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

<TABLE>
<CAPTION>
                                                                                               Cumulative Since
                                                           Year Ended December 31,               Reentering
                                                     ---------------------------------        Development Stage
                                                        2008                  2007           4/1/2007 - 12/31/08
                                                     -----------           -----------       -------------------
<S>                                                  <C>                   <C>                   <C>
Retail sales                                         $        --           $        --           $        --
Cost of sales                                                 --                    --                    --
                                                     -----------           -----------           -----------
Revenues                                                      --                    --                    --
                                                     -----------           -----------           -----------
Operating expenses:
  Selling, general and administrative                    601,350               666,607             1,267,957
  Depreciation and amortization                        1,303,431                 3,504             1,306,935
                                                     -----------           -----------           -----------
Total operating expenses                               1,904,781               670,111             2,574,892
                                                     -----------           -----------           -----------
Operating loss                                        (1,904,781)             (670,111)           (2,574,892)
                                                     -----------           -----------           -----------
Other income (expense):
  Interest income                                             17                   357                   374
  Interest expense                                      (705,535)             (309,585)           (1,096,318)
  Lost on settlement                                     (23,500)                   --               (23,500)
  Loss on Investment                                     (35,000)                   --               (35,000)
  Gain/(Loss) on extinguishment of debt                      943               (70,843)               11,297
  Change in fair value of derivative liability        (2,137,962)                   --            (2,137,962)
  Minority interest in net loss of subsidiary                 --                15,000                15,000
  Other income (expense)                                     759                 3,050                 3,810
                                                     -----------           -----------           -----------
Total other income (expense)                          (2,897,713)             (362,021)           (3,259,734)
                                                     -----------           -----------           -----------
Loss from continuing operations                      $(4,802,494)          $(1,032,132)          $(5,834,626)
                                                     -----------           -----------           -----------
</TABLE>

       See accompanying footnotes to the consolidated financial statements

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

<TABLE>
<CAPTION>
                                                                                            Cumulative Since
                                                         Year Ended December 31,               Reentering
                                                    ---------------------------------      Development Stage
                                                        2008                2007          4/1/2007 - 12/31/08
                                                    -------------       -------------     -------------------
<S>                                                  <C>                   <C>                <C>
Loss from continuing operations                     $  (4,802,494)      $  (1,032,132)       $  (5,834,626)
                                                    -------------       -------------        -------------
Discontinued operations:
  Loss from operations of discontinued business                --            (199,378)             (20,063)
  Income on disposal of assets                                 --              70,728               61,058
                                                    -------------       -------------        -------------
(Loss) Income on discontinued operations                       --            (128,650)              40,995
                                                    -------------       -------------        -------------
Net loss                                               (4,802,494)         (1,160,782)          (5,793,631)

Preferred dividend                                        (39,154)            (50,000)             (89,154)
                                                    -------------       -------------        -------------
Net loss attributable to common shareholders           (4,841,648)         (1,210,782)          (5,882,785)
                                                    -------------       -------------        -------------
Other comprehensive income
  Foreign Currency Translation                               (101)                (73)                (174)
                                                    -------------       -------------        -------------
  Comprehensive loss                                $  (4,841,749)      $  (1,210,855)       $  (5,882,959)
                                                    =============       =============        =============

Net loss per common share - basic and diluted
  Continuing operations                             $       (0.01)      $       (0.04)
                                                    =============       =============
  Discontinued operations                           $          --       $       (0.01)
                                                    =============       =============
  Net loss per common share                         $       (0.01)      $       (0.05)
                                                    =============       =============

Weighted average common shares outstanding:
  Basic and Diluted                                   357,392,888          23,586,631
                                                    =============       =============
</TABLE>

       See accompanying footnotes to the consolidated financial statements

                                      F-6
<PAGE>
                 INTERNATIONAL BUILDING TECHNOLOGIES GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                                      Preferred Stock A            Preferred Stock C           Preferred Stock D
                                                    Shares          Amount        Shares         Amount       Shares         Amount
                                                    ------          ------        ------         ------       ------         ------
<S>                                                <C>           <C>            <C>            <C>          <C>           <C>
BALANCE, DECEMBER 31, 2006                              96       $    24,000       200,000    $       200          --      $     --
                                                   =======       ===========    ==========    ===========   =========      ========
2007
Proceeds from stock subscriptions receivable
Preferred stock D issued for services                                                                          50,000            50
Preferred stock E issued for repayment of debt
Common stock issued for services
Common stock issued for repayment of debt
Common stock issued for stock option grants
Common stock issued for asset purchase
Sale of stock for cash
Capital infusion
Warrant options
Beneficial conversion feature
Preferred Dividend
Other comprhensive income (loss)
Net loss
                                                   -------       -----------    ----------    -----------   ---------      --------
BALANCE, DECEMBER 31, 2007                              96       $    24,000       200,000    $       200      50,000      $     50
                                                   =======       ===========    ==========    ===========   =========      ========
2008
Common stock issued for services
Common stock issued for repayment of debt
Common stock issued for settlement
Sale of stock for cash                                                             800,000            800
Receipt of stock for cancelation of investment
Common stock issued for preferred stock                                                                       (15,000)          (15)
Beneficial conversion feature
Preferred Dividend
Stock offering cost
Other comprhensive income (loss)

ACCUMULATED DEFICIT AFTER REENTERING DEVELOPMENT
 STAGE ON 4/1/2007 TO 12/31/07

Net loss
                                                   -------       -----------    ----------    -----------   ---------      --------
BALANCE, DECEMBER 31, 2008                              96       $    24,000     1,000,000    $     1,000      35,000      $     35
                                                   =======       ===========    ==========    ===========   =========      ========

                                                       Preferred Stock E            Preferred Stock F              Common Stock
                                                     Shares         Amount       Shares        Amount          Shares       Amount
                                                     ------         ------       ------        ------          ------       ------

BALANCE, DECEMBER 31, 2006                                --       $    --          --      $       --       2,979,355     $     27
                                                   =========       =======    ========      ==========    ============     ========
2007
Proceeds from stock subscriptions receivable
Preferred stock D issued for services
Preferred stock E issued for repayment of debt       350,000           350
Common stock issued for services                                                                            25,644,210          258
Common stock issued for repayment of debt                                                                   17,908,788          180
Common stock issued for stock option grants                                                                    478,721            5
Common stock issued for asset purchase                                                                      20,000,000          200
Sale of stock for cash                                                                                       1,187,840           12
Capital infusion
Warrant options
Beneficial conversion feature
Preferred Dividend
Other comprhensive income (loss)
Net loss
                                                   ---------       -------    --------      ----------    ------------     --------
BALANCE, DECEMBER 31, 2007                           350,000       $   350          --      $       --      68,198,914     $    682
                                                   =========       =======    ========      ==========    ============     ========
2008
Common stock issued for services                                                                            42,577,182          425
Common stock issued for repayment of debt                                                                  434,791,958        4,348
Common stock issued for settlement                                                                           3,000,000           30
Sale of stock for cash                                                          20,000              20     161,673,076        1,617
Receipt of stock for cancelation of investment      (315,000)         (315)
Common stock issued for preferred stock              (10,500)          (10)                                 37,612,243          376
Beneficial conversion feature
Preferred Dividend
Stock offering cost
Other comprhensive income (loss)

ACCUMULATED DEFICIT AFTER REENTERING DEVELOPMENT
 STAGE ON 4/1/2007 TO 12/31/07

Net loss
                                                   ---------       -------    --------      ----------    ------------     --------
BALANCE, DECEMBER 31, 2008                            24,500       $    25      20,000      $       20     747,853,373     $  7,478
                                                   =========       =======    ========      ==========    ============     ========

                                                                                                         Accumulated
                                                                                                        Deficit Prior
                                                                                         Stock          to Reentering
                                                       Paid-In          Stock        Subscriptions      Development
                                                       Capital         Payable         Receivable          Stage
                                                       -------         -------         ----------          -----

BALANCE, DECEMBER 31, 2006                         $  4,636,701      $    --        $     (1,305)     $  (5,364,691)
                                                   ============      =======        ============      =============
2007
Proceeds from stock subscriptions receivable              3,070                            1,305
Preferred stock D issued for services                    49,950
Preferred stock E issued for repayment of debt          349,650
Common stock issued for services                        329,044
Common stock issued for repayment of debt               154,289
Common stock issued for stock option grants              30,693
Common stock issued for asset purchase                1,299,800
Sale of stock for cash                                   25,827
Capital infusion                                             --
Warrant options                                         128,931
Beneficial conversion feature                           846,026
Preferred Dividend
Other comprhensive income (loss)
Net loss                                                                                                   (169,645)
                                                   ------------      -------        ------------      -------------
BALANCE, DECEMBER 31, 2007                         $  7,853,981      $    --        $         --      $  (5,534,336)
                                                   ============      =======        ============      =============
2008
Common stock issued for services                         75,924
Common stock issued for repayment of debt               344,981
Common stock issued for settlement                       13,470
Sale of stock for cash                                  197,183
Receipt of stock for cancelation of investment
Common stock issued for preferred stock                (301,459)
Beneficial conversion feature                           429,793
Preferred Dividend
Stock offering cost                                     (57,700)
Other comprhensive income (loss)

ACCUMULATED DEFICIT AFTER REENTERING DEVELOPMENT
 STAGE ON 4/1/2007 TO 12/31/07

Net loss
                                                   ------------      -------        ------------      -------------
BALANCE, DECEMBER 31, 2008                         $  8,556,173      $    --        $         --      $  (5,534,336)
                                                   ============      =======        ============      =============

                                                         Accumulated
                                                        Deficit After
                                                         Reentering
                                                      Development Stage
                                                         on 4/1/2007          Total
                                                         -----------          -----

BALANCE, DECEMBER 31, 2006                             $         --      $  (705,068)
                                                       ============      ===========
2007
Proceeds from stock subscriptions receivable                                   4,375
Preferred stock D issued for services                                         50,000
Preferred stock E issued for repayment of debt                               350,000
Common stock issued for services                                             329,302
Common stock issued for repayment of debt                                    154,469
Common stock issued for stock option grants                                   30,698
Common stock issued for asset purchase                                     1,300,000
Sale of stock for cash                                                        25,839
Capital infusion                                                                  --
Warrant options                                                              128,931
Beneficial conversion feature                                                846,026
Preferred Dividend                                          (50,000)         (50,000)
Other comprhensive income (loss)                                (73)             (73)
Net loss                                                   (991,137)      (1,160,782)
                                                       ------------      -----------
BALANCE, DECEMBER 31, 2007                             $ (1,041,210)     $ 1,303,717
                                                       ============      ===========
2008
Common stock issued for services                                              76,349
Common stock issued for repayment of debt                                    349,329
Common stock issued for settlement                                            13,500
Sale of stock for cash                                                       199,620
Receipt of stock for cancelation of investment                                  (315)
Common stock issued for preferred stock                                     (301,109)
Beneficial conversion feature                                                429,793
Preferred Dividend                                          (89,154)         (89,154)
Stock offering cost                                                          (57,700)
Other comprhensive income (loss)                               (174)            (174)

ACCUMULATED DEFICIT AFTER REENTERING DEVELOPMENT
 STAGE ON 4/1/2007 TO 12/31/07                                             1,041,210

Net loss                                                 (5,793,631)      (5,793,631)
                                                       ------------      -----------
BALANCE, DECEMBER 31, 2008                             $ (5,882,959)     $(2,828,564)
                                                       ============      ===========
</TABLE>

       See accompanying footnotes to the consolidated financial statements

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

<TABLE>
<CAPTION>
                                                                                                             Cumulative Since
                                                                        Year Ended December 31,                 Reentering
                                                                   ---------------------------------         Development Stage
                                                                      2008                  2007          4/1/2007 - 12/31/2008
                                                                   -----------           -----------      ---------------------
<S>                                                                <C>                   <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss from continuing operations                              $(4,841,648)          $(1,032,132)          $(5,873,780)
  Adjustments to reconcile net income to net cash
   provided by operating activities:
     Depreciation                                                          155                 3,505                 3,660
     Impairment of goodwill                                          1,303,277                    --             1,303,277
     Amortization of debt discounts                                     44,926                84,007               128,933
     Amortization of expenses paid with common stock                        --                    --
     Gain on extinguishment of debt                                         --               (70,843)              (70,843)
     Loss on Investment in Rosetop Project                              35,000                    --                35,000
     Interest expense associated with beneficial
      conversion feature                                               565,896               283,921               849,817
     Change in fair value of derivative liability                    2,137,962                    --             2,137,962
     Director stock based compensation                                      --                50,000                50,000
     Common stock issued for services                                   76,350               318,169               394,519
     Common stock issued for settlement                                 13,500                    --                13,500
     Gain on disposal of equipment                                      (2,565)                   --                (2,565)
     Minority interest in net loss of subsidiary                            --               (15,000)              (15,000)
  Changes in assets and liabilities:
     Prepaid expenses and other assets                                   2,271                (3,605)               (1,334)
     Accounts payable and accrued expenses                             195,222                51,369               266,591
        Net cash used in continuing operations                        (469,654)             (330,609)             (780,263)
                                                                   -----------           -----------           -----------
        Net income (loss) from discontinued operations                      --              (128,650)               40,995
        Net cash provided by (used in) discontinued operations              --               (82,318)              (83,796)
                                                                   -----------           -----------           -----------
        Net cash used in operating activities                         (469,654)             (541,577)             (823,064)
                                                                   -----------           -----------           -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Deposit on investment                                               (161,500)                   --              (161,500)
        Net cash used in continuing operations                        (161,500)                   --              (161,500)
                                                                   -----------           -----------           -----------
        Net cash provided by discontinued operations                        --                15,000                    --
                                                                   -----------           -----------           -----------
        Net cash provided by in investing activities                  (161,500)               15,000              (161,500)
                                                                   -----------           -----------           -----------
</TABLE>

       See accompanying footnotes to the consolidated financial statements

                                      F-8
<PAGE>
                 INTERNATIONAL BUILDING TECHNOLOGIES GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (CONTINUED)

<TABLE>
<CAPTION>
                                                                                                      Cumulative Since
                                                                 Year Ended December 31,                 Reentering
                                                            ---------------------------------         Development Stage
                                                               2008                  2007          4/1/2007 - 12/31/2008
                                                            -----------           -----------      ---------------------
<S>                                                                <C>                   <C>                   <C>
CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from related party notes payable                          --                80,000                80,000
  Proceeds from notes payable                                   414,500               456,000               668,030
  Repayments of notes payable                                   (14,448)              (20,000)              (34,448)
  Proceeds from issuance of preferred stock                      20,800                    --                20,800
  Proceeds from issuance of common stock                        179,000                25,839               180,464
  Proceeds from issuance of common stock for
   asset purchase                                                    --                 6,206                 6,206
  Proceeds from exercise of stock options                            --                 4,375                 4,375
                                                            -----------           -----------           -----------
        Net cash provided by financing activities               599,852               552,420               925,427
                                                            -----------           -----------           -----------

Effect of exchange rate changes on cash                            (101)                  (73)                 (174)

Cash and cash equivalents:
  Increase (decrease) in cash                                   (31,403)               25,770               (59,311)
  CASH, beginning of period                                      32,970                 7,200                60,878
                                                            -----------           -----------           -----------
  CASH, end of period                                       $     1,567           $    32,970           $     1,567
                                                            ===========           ===========           ===========
SUPPLEMENTAL DISCLOSURES:
  Cash paid for interest                                    $       923           $        --           $       923
                                                            ===========           ===========           ===========
  Cash paid for income taxes                                $        --           $        --           $        --
                                                            ===========           ===========           ===========

Non-cash discontinued operation activities:
  Employee stock based compensation                         $        --           $        --           $    30,698
  Issuance of common stock for debt                         $   352,826           $        --           $   389,360
Non-cash financing and investing activities:
  Issuance of note for accrued expenses                     $   157,228           $    17,436           $   201,026
  Issuance of common stock for services                     $    76,350           $    65,321           $    76,350
  Issuance of common stock for payment of debt              $   349,329           $    55,534           $   444,828
  Issuance of common stock for settlement                   $    13,500           $        --           $    13,500
  Issuance of Preferred E Stock for deposit
   on the Rosetop Project                                   $        --           $   350,000           $   350,000
  Cancelation of Rosetop project and related
   Preferred E Stock                                        $  (315,000)          $        --           $  (315,000)
  Issuance of common stock for Purchase of Company          $        --           $        --           $ 1,300,000
</TABLE>

       See accompanying footnotes to the consolidated financial statements

                                      F-9
<PAGE>
                 INTERNATIONAL BUILDING TECHNOLOGIES GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                 Notes to the Consolidated Financial Statements
                                December 31, 2008

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

ORGANIZATION

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

ACTIVE SUBSIDIARIES:

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

DORMANT SUBSIDIARIES:

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

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

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

PRINCIPLES OF CONSOLIDATION

The accompanying  consolidated  financial statements include the accounts of the
Company and its  subsidiaries.  All intercompany  accounts and transactions have
been eliminated.

USE OF ESTIMATES

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States of America 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  reported  amounts of revenues  and expenses
during the reporting  period.  Actual results could differ from those  estimates
and assumptions.

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

                 Notes to the Consolidated Financial Statements
                                December 31, 2008

RECLASSIFICATION

Certain reclassifications,  which have no effect on net income (loss), have been
made  in the  prior  period  financial  statements  to  conform  to the  current
presentation.

CASH EQUIVALENTS AND MARKETABLE SECURITIES

The Company considers all highly-liquid investment instruments purchased with an
original  maturity of three months or less to be cash  equivalents.  The Company
had no cash equivalents at December 31, 2008 and 2007.

FIXED ASSETS

Property  and   equipment  are  stated  at  cost  and   depreciated   using  the
straight-line  method over their estimated  useful lives of three to five years.
Leasehold  improvements  are  being  depreciated  over  the  term of the  lease,
excluding option periods.  When assets are disposed of, the cost and accumulated
depreciation  (net book value of the assets) are  eliminated  and any  resultant
gain or loss reflected  accordingly.  Upgrades and  improvements are capitalized
over their estimated  useful lives whereas repairs and maintenance  expenditures
on the assets are  charged  to  expense as  incurred.  Please see Note 4 - Fixed
Assets for further detail.  Total  depreciation  expense was $155 and $3,504 for
the  years  ended  December  31,  2008 and  2007,  respectively.  The  costs and
accumulated  depreciation of assets retired, sold, or otherwise disposed of were
eliminated  from the  accounts  and any  resulting  gain or loss was credited or
charged to income, or applied to equity, as appropriate.

INTANGIBLE ASSETS

The license  agreement was abandoned in accordance  with  Statement of Financial
Accounting Standard No. 144,  "Accounting for the Impairment or Disposal of Long
Lived  Assets"  and  consequently  the  remaining  value of the  asset was fully
amortized as of December 31, 2008 and December 31, 2007.

IMPAIRMENT OF LONG-LIVED ASSETS

The Company  evaluates its  long-lived  assets in accordance  with  Statement of
Financial  Accounting  Standard  No.  144,  "Accounting  for the  Impairment  or
Disposal  of Long Lived  Assets" by  measuring  the  carrying  amounts of assets
against the estimated  undiscounted  future cash flows  associated with them. At
the time  the  carrying  value of such  assets  exceeds  the fair  value of such
assets, impairment is recognized.

GOODWILL

Goodwill  represents  the  excess of  purchase  price  over  tangible  and other
intangible  assets  acquired  less  liabilities  assumed  arising from  business
combinations.  As of December 31, 2007, the Company's annual goodwill impairment
test did not identify any  impairment in accordance  with Statement of Financial
Accounting  Standard  No. 142,  "Goodwill  and Other  Intangible  Assets." As of
December 31, 2008,  the management has identified the impairment of the goodwill
because of the business plans have not been carried out in a timely manner.  The
impairment was evaluated as $1,303,277 for the year ended December 31, 2008.

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

                 Notes to the Consolidated Financial Statements
                                December 31, 2008

INCOMES TAXES

The Company  accounts for income taxes under the liability  method of accounting
for income taxes in  accordance  with the  provisions of Statements of Financial
Accounting  Standards No. 109,  "Accounting  for Income  Taxes," ("FAS 109") and
related  interpretations  and guidance  including  FASB  Interpretation  No. 48,
"Accounting for Uncertainty in Income Taxes-an  interpretation of FASB Statement
No. 109" ("FIN 48").  Deferred  income  taxes are provided  using the  liability
method  whereby  deferred tax assets are  recognized  for  deductible  temporary
differences  and operating  loss and tax credit  carryforwards  and deferred tax
liabilities  are  recognized  for  taxable  temporary   differences.   Temporary
differences  are the  differences  between  the  reported  amounts of assets and
liabilities and their tax bases.  Deferred tax assets are reduced by a valuation
allowance  when, in the opinion of  management,  it is more likely than not that
some portion or all of the  deferred  tax assets will not be realized.  Deferred
tax assets and  liabilities  are  adjusted for the effects of the changes in tax
laws and rates of the date of enactment.

When tax returns are filed, it is highly certain that some positions taken would
be  sustained  upon  examination  by the taxing  authorities,  while  others are
subject to  uncertainty  about the merits of the position taken or the amount of
the position that would be ultimately  sustained.  The benefit of a tax position
is recognized in the financial  statements in the period during which,  based on
all available evidence,  management believes it is more likely than not that the
position will be sustained upon examination, including the resolution of appeals
or  litigation  processes,  if  any.  Tax  positions  taken  are not  offset  or
aggregated    with   other    positions.    Tax   positions    that   meet   the
more-likely-than-not recognition threshold are measured as the largest amount of
tax  benefit  that is  more  than 50  percent  likely  of  being  realized  upon
settlement  with the applicable  taxing  authority.  The portion of the benefits
associated  with tax  positions  taken  that  exceeds  the  amount  measured  as
described above is reflected as a liability for unrecognized tax benefits in the
accompanying balance sheet along with any associated interest and penalties that
would be payable to the taxing authorities upon examination.

Interest and penalties  associated with unrecognized tax benefits are classified
as additional income taxes in the statement of income.

TRANSLATION OF NON-U.S. CURRENCY AMOUNTS

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

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

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

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

                 Notes to the Consolidated Financial Statements
                                December 31, 2008

Relevant  exchange rates used in the preparation of the financial  statements of
the  subsidiary  are as follows for the nine months ended  December 31, 2008 and
2007(denoted in Hong Kong dollars per one U.S. dollar):

                                                               2008       2007
                                                               ----       ----

Current exchange rate at December 31, HKD                     7.7507     7.7984

Weighted average exchange rate for the period since
the acquisition HKD of the subsidiary May 2, 2007
to December 31, 2007                                             N/A     7.7976

Average exchange rate for the year ended December 31, 2008    7.7874        N/A

FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying amounts of cash, accounts payable, and accrued expenses approximate
fair value because of the short maturity of these items.

EARNINGS PER COMMON SHARE

Basic  net loss per  share is  computed  by  dividing  net loss by the  weighted
average number of shares of common stock outstanding during the period.  Diluted
net loss per share is  computed  by dividing  net loss by the  weighted  average
number of shares of common stock and common stock equivalents outstanding during
the period.  As the Company incurred net losses for the years ended December 31,
2008 and 2007,  common stock equivalents were excluded from diluted net loss per
share as their  effect  would be  anti-dilutive.  As a result,  for all  periods
presented, the Company's basic and diluted net loss per share is the same.

STOCK-BASED COMPENSATION

In December 2004, the FASB issued Statements of Financial  Accounting  Standards
No. 123-R,  "Share-Based Payment" ("FAS 123(R)"). FAS 123(R) replaces Statements
of  Financial   Accounting   Standards  No.  123,  "Accounting  for  Stock-Based
Compensation",  and supersedes the Accounting  Principles  Board Opinion No. 25,
"Accounting  for Stock Issued to  Employees"  ("APB 25").  FAS 123(R)  requires,
among other things, that all share-based payments to employees, including grants
of stock  options,  be  measured  based  on  their  grant-date  fair  value  and
recognized as expense.  The Company's stock options awarded to employees contain
a  variable  exercise  price  that is  dependent  upon the  market  price of the
Company's common stock at the date of exercise and, therefore, are accounted for
as variable  awards.  During the years ended  December 31, 2008 and December 31,
2007,  the Company  recognized  $0 and $30,698,  respectively,  of  compensation
expense associated with stock-based compensation.  Under FAS 123(R), the expense
recognition  for variable  awards is the same under the intrinsic  value and the
fair value methods.  Accordingly,  the pro forma disclosures  required under FAS
123 are not applicable.

ACCOUNTING  FOR  CERTAIN  FINANCIAL  INSTRUMENTS  WITH  CHARACTERISTICS  OF BOTH
LIABILITIES AND EQUITY - CHANGE IN ACCOUNTING PRINCIPLE.

As of September  30, 2007 we have  adopted  Statements  of Financial  Accounting
Statement  No.  150,   "Accounting  for  Certain   Financial   Instruments  with
Characteristics of Both Liabilities and Equity" ("FAS 150"). Previously,  we had
accounted for our variable weighted average priced  convertible debt instruments
in accordance with Emerging Issues Task Force 00-19,  "Accounting for Derivative

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

                 Notes to the Consolidated Financial Statements
                                December 31, 2008

Financial  Instruments  Indexed to, and Potentially  Settled In, a Company's Own
Stock" ("EITF 00-19") solely based on the variability in the shares to be issued
in our convertible debt  instruments.  Upon further review of FAS 150 we changed
our accounting  policy to account for the conversion  feature as a debt discount
without  bifurcating  any  additional  component  from the debt  instrument as a
derivative.  We believe that the treatment under FAS 150, among the diversity in
accounting treatments that exist, is more appropriate.

The only issuances  relating to EITF 00-19 we had were in the quarter ended June
30,  2007.  Due to our  change in  accounting  principle  we have  retroactively
updated our  financial  statements  as of the quarter  ended June 30, 2007 going
forward.

NOTE 2: MATERIAL EVENTS

RE-ENTERING DEVELOPMENT STAGE

On April 1, 2007, the company  re-entered  the  development  stage.  The company
changed  from  the  motor  sports  business  to the  business  of  building  and
construction of lightweight  panels. The Company has devoted most of its efforts
to establishing a new business, raising capital, establishing sources of supply,
acquiring property, plant, equipment, and other operating assets.

CHANGE OF CORPORATE NAME

On May 21, 2007, the Board of Directors and the majority of the  shareholders of
the Company passed a resolution to amend the Company's articles of incorporation
to change its name to  International  Building  Technologies  Group,  Inc.  Such
amendment became effective on August 6, 2007.

CHANGE IN PAR VALUE

On May 22, 2008, the Company amended the articles of  incorporation by adjusting
the par value of the  common  stock from  $0.001 to  $0.00001.  All  shareholder
equity accounts have been restated to reflect the adjustment to the par value as
of the earliest date presented in the financial statements.

On August 11, 2008, the Company amended  Preferred D stock and Preferred E stock
by increasing  the authorized  shares to 50,000,000  shares and amending the par
value of the preferred stocks to $0.001.

NOTE 3: GOING CONCERN

The Company's  financial  statements  are prepared using  accounting  principles
generally  accepted  in the  United  States  of  America  applicable  to a going
concern,  which  contemplates  the  realization  of assets and  satisfaction  of
liabilities in the normal course of business.  The Company's  continuation  as a
going  concern is dependent  upon its ability to generate  sufficient  cash flow
from  operations  to meet  its  obligations  on a  timely  basis  and/or  obtain
financing as may be required.  As of December 31, 2008, the Company has incurred
net losses from operations  prior to reentering the development  stage and has a
stockholders'  deficit of  $5,534,336.  Since the  inception of  reentering  the
development  stage on April 1, 2007, the Company has a stockholders'  deficit of
$5,882,785 as of December 31, 2008. The Company has a working capital deficit of
$2,830,564 as of December 31, 2008. These factors raise  substantial doubt about
the Company's ability to continue as a going concern.

During the next 12 months,  the Company's  foreseeable  cash  requirements  will
relate to continual  development of the operations of its business,  maintaining
its good  standing  and making the  requisite  filings with the  Securities  and
Exchange  Commission,  and the payment of expenses  associated with reviewing or
investigating any potential business ventures. The Company may experience a cash
shortfall  and be required to raise  additional  capital.  Historically,  it has
relied  upon  internally  generated  funds and funds  from the sale of shares of

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

                 Notes to the Consolidated Financial Statements
                                December 31, 2008

stock and loans from its  shareholders  and  private  investors  to finance  its
operations and growth.  Management may raise  additional  capital through future
public or private offerings of the Company's stock or through loans from private
investors,  although  there can be no  assurance  that it will be able to obtain
such financing. The Company's failure to do so could have a material and adverse
affect  upon it and its  shareholders.  However,  the  Company is  strategically
positioning  itself with contracts and business  ventures that can significantly
contribute  to its  bottom  line and the  continuous  development  of its  panel
business  as  evidenced  by the signed  memorandums  of  understanding  with the
Suijiang  Government.  On April 17, 2008, the Company signed a definitive  Stock
Sale and Purchase Agreement (SPA), with Wuhan Intepower Co., Ltd., ("Intepower")
to acquire 92% of its subsidiary, Wuhan Wufeng Machinery Manufacturing Co., Ltd.
("Machinery  Company") located in Wuhan,  Hubei province of China.  Based on the
final draft of the audited financials,  the Machinery Company reported assets of
US $5.3 million and revenues of  approximately US $3,800,000 for the fiscal year
2007. Once the acquisition is completed,  revenues of the Machinery Company will
be  consolidated  with the Company's  financial  records and this  consolidation
should result in the Company reporting a profit in the year of 2009.

NOTE 4: FIXED ASSETS

Fixed assets consist of the following:

                                               12/31/2008          12/31/2007
                                               ----------          ----------

Furniture, fixtures and equipment (at cost)     $     --           $  6,270
Less accumulated depreciation                         --             (3,504)
                                                --------           --------
Fixed assets, net                               $     --           $  2,766
                                                ========           ========

The Company  disposed all the fixed office  equipment  and furniture in Shanghai
office in  exchange  for two months  rent in 2008.  The gain on  disposal of the
equipment and furniture was $2,565 for the year ended December 31, 2008.

Depreciation expense for continuing  operations for the years ended December 31,
2008 and 2007 was $155 and $3,504,  respectively.  Total  depreciation  expense,
including depreciation expense on discontinued operations, was $0 and $4,495 for
the years ended December 31, 2008 and 2007, respectively.

NOTE 5: INTANGIBLE ASSETS

During  January 2007, the Company sold it's website along with other assets held
for sale for $15,000 cash. The website had a carrying value of $8,478.  The gain
on  sale of the  website  and  other  assets  is  included  in the  Consolidated
Statement of Operations under the caption "Income on disposal of assets."

During 2005, the Company  acquired a license for the exclusive rights to produce
and distribute a high performance  brake fluid.  This license was capitalized at
the cost of  $15,000  and was being  amortized  over its  contractual  life of 5
years.  Due to the change in  business  from the motor  sports  industry  to the
manufacturing  of light  weight  building  panels  the  asset was  abandoned  in
accordance with Statement of Financial  Accounting Standard No. 144, "Accounting
for the  Impairment or Disposal of Long Lived  Assets." This change  resulted in
the $10,750 carrying value of the asset to be fully amortized in 2007.

                                      F-15
<PAGE>
                 INTERNATIONAL BUILDING TECHNOLOGIES GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                 Notes to the Consolidated Financial Statements
                                December 31, 2008

NOTE 6:  NOTES PAYABLE & Debt Discounts

The chart below  summarizes the Notes Payable & Debt Discounts of the Company as
of December  31,  2008.  This chart is to be reviewed  in  conjunction  with the
details following the chart.

Terms                                                                     Amount
-----                                                                     ------
SHORT TERM NOTES PAYABLE TO SHAREHOLDERS:
-    10% Interest;  principal of $10,000;  convertible to common           4,571
     stock based on 60% of average price;  due on 9/3/2009,  net
     of  unamortized  discount  related to the debt  discount of
     $5,429
-    10% Interest; principal of $115,878;  convertible to common          84,028
     stock based on 50% of average price; due on 12/31/2009, net
     of unamortized  discounted  related to the debt discount of
     $31,850
-    10% Interest;  principal of $11,000;  convertible to common           3,311
     stock based on 60% of average price; due on 10/9/2009,  net
     of  unamortized  discount  related to the debt  discount of
     $7,689
-    10% Interest;  principal of $31,925;  convertible to common          31,925
     stock based on 60% of average price; due on 12/31/2009, net
     of unamortized  discounted  related to the debt discount of
     $0
-    10% Interest;  principal of $13,735;  convertible to common          12,826
     stock based on 60% of average price; due on 12/31/2009, net
     of unamortized  discounted  related to the debt discount of
     $909
-    10% Interest;  principal of $12,500;  convertible to common           6,119
     stock based on 60% of average price; due on 12/31/2009, net
     of  unamortized  discount  related to the debt  discount of
     $6,381
-    10% Interest;  principal of $15,000;  convertible to common           6,247
     stock based on 60% of average price;  due on 8/1/2009,  net
     of  unamortized  discount  related to the debt  discount of
     $8,753
-    10% Interest;  principal of $32,016;  convertible to common          21,870
     stock based on 50% of average price; due on 12/31/2009, net
     of  unamortized  discount  related to the debt  discount of
     $10,146
-    10% Interest;  principal of $64,810;  convertible to common          50,788
     stock based on 50% of average price; due on 12/31/2009, net
     of unamortized  discounted  related to the debt discount of
     $14,022
-    10% Interest;  principal of $10,642;  convertible to common           5,328
     stock based on 50% of average price; due on 12/31/2009, net
     of  unamortized  discount  related to the debt  discount of
     $5,314
-    10% Interest;  principal of $9,458;  convertible  to common           6,353
     stock based on 60% of average price; due on 12/31/2009, net
     of unamortized  discounted  related to the debt discount of
     $3,105
-    10% Interest;  principal of $37,133;  convertible to common          25,712
     stock based on 60% of average price; due on 12/31/2009, net
     of unamortized  discounted  related to the debt discount of
     $11,421
-    10% Interest;  principal of $5,000;  convertible  to common           1,768
     stock based on 65% of average price; due on 10/28/2009, net
     of  unamortized  discount  related to the debt  discount of
     $3,232
-    10% Interest;  principal of $10,000;  convertible to common           4,270
     stock based on 60% of average price; due on 12/31/2009, net
     of  unamortized  discount  related to the debt  discount of
     $5,730
-    10% Interest;  principal of $78,324;  convertible to common          77,774
     stock based on 75% of average price; due on 6/30/2009,  net
     of unamortized  discounted  related to the debt discount of
     $550
-    10% Interest;  principal of $13,000;  convertible to common           5,414
     stock based on 60% of average price;  due on 8/1/2009,  net
     of  unamortized  discount  related to the debt  discount of
     $7,586
-    10% Interest;  principal of $7,209;  convertible  to common           4,174
     stock based on 60% of average price; due on 12/31/2009, net
     of unamortized  discounted  related to the debt discount of
     $3,035
-    10% Interest;  principal of $23,847;  convertible to common          11,581
     stock based on 60% of average price; due on 12/31/2009, net
     of unamortized  discounted  related to the debt discount of
     $12,266
-    10% Interest;  principal of $20,000;  convertible to common           8,906
     stock based on 60% of average price; due on 12/31/2009, net
     of  unamortized  discount  related to the debt  discount of
     $11,094
-    10% Interest;  principal of $25,000;  convertible to common          10,697
     stock based on 60% of average price; due on 12/31/2009, net
     of  unamortized  discount  related to the debt  discount of
     $14,303
-    10% Interest;  principal of $70,000;  convertible to common          44,077
     stock based on 60% of average price; due on 12/31/2009, net
     of  unamortized  discount  related to the debt  discount of
     $25,923

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

                 Notes to the Consolidated Financial Statements
                                December 31, 2008

-    10% Interest;  principal of $39,337;  convertible to common          22,236
     stock based on 60% of average price; due on 12/31/2009, net
     of unamortized  discounted  related to the debt discount of
     $17,101
-    5%  Interest;  principal  of $73,977;  monthly  payments of          63,901
     $4,387; convertible to common stock based on 70% of average
     price; due on 7/1/2009, net of unamortized discount related
     to the debt discount of $10,076
-    10% Interest;  principal of $39,048;  convertible to common          19,424
     stock based on 50% of average price; due on 12/31/2009, net
     of unamortized  discounted  related to the debt discount of
     $19,624
-    10% Interest;  principal of $10,000;  convertible to common           4,701
     stock based on 60% of average price; due on 12/31/2009, net
     of  unamortized  discount  related to the debt  discount of
     $5,299
-    10% Interest;  principal of $15,000;  convertible to common           2,589
     stock based on 65% of average price; due on 10/29/2009, net
     of  unamortized  discount  related to the debt  discount of
     $12,411
-    10% Interest;  principal of $50,240;  convertible to common          26,352
     stock based on 60% of average price; due on 12/31/2009, net
     of  unamortized  discount  related to the debt  discount of
     $23,888
                                                                        --------
TOTAL SHORT TERM NOTES PAYABLE TO SHAREHOLDERS                          $566,942
                                                                        ========
SHORT TERM NOTES PAYABLE :
-    10% Interest;  principal of $50,000;  convertible to common          21,260
     stock based on 60% of average price; due on 12/31/2009, net
     of  unamortized  discount  related to the debt  discount of
     $28,740
-    10% Interest;  principal of $50,000;  convertible to common          21,260
     stock based on 60% of average price; due on 12/31/2009, net
     of  unamortized  discount  related to the debt  discount of
     $28,740
-    10% Interest;  principal of $15,000;  convertible to common           4,880
     stock based on 60% of average price; due on 12/31/2009, net
     of  unamortized  discount  related to the debt  discount of
     $10,120
-    10% Interest;  principal of $10,000;  convertible to common           4,252
     stock based on 60% of average price; due on 12/31/2009, net
     of  unamortized  discount  related to the debt  discount of
     $5,748
-    10% Interest;  principal of $20,500;  convertible to common          19,683
     stock based on 65% of average price; due on 12/31/2009, net
     of  unamortized  discount  related to the debt  discount of
     $817
                                                                        --------
TOTAL SHORT TERM NOTES PAYABLE                                          $ 71,335
                                                                        ========

SHORT TERM NOTE PAYABLE - SHAREHOLDERS

On January 22, 2008, the Company  converted $40,000 in accounts payable into two
no interest bearing $40,000 Promissory Note, $20,000 each, with monthly payments
of $3,000 on each note to be paid no later  than  August 1, 2008.  The  maturity
date of the note has been extended  until  December 31, 2008.  At any time,  the
Payee may convert  all or part of the  remaining  principal  balance and accrued
interest into shares of the  Company's  Common Stock based on 60% of the average
of the lowest three  closing bid prices in the past 20 trading days  immediately
preceding such conversions so long as such conversions shall not exceed 4.99% of
the then outstanding common stock of the Company. In relation to the convertible
features of this note, a debt  discount of $40,000 was  calculated in accordance
with  EITF  00-27 and is being  amortized  over the life of the  debenture.  The
amortization is being recorded as interest expense and was fully amortized as of
the second quarter 2008. Had the two notes included a fair market value interest
rate,  the interest  amount would be immaterial  and therefore the Company chose
not to apply APB No.21  treatment to this  transaction.  During the fiscal year,
the note Holders  converted a total of $40,000 or $20,000 each of the  principal
payments. As of December 31, 2008, the balance of the two notes was $0 each.

On September 3, 2008, the Company  entered into a Promissory Note for $10,000 to
be paid no later than  September  3, 2009 with an  interest  rate of 10%. At any
time, the Payee may convert all or part of the remaining  principal  balance and
accrued  interest into shares of the Company's  Common Stock based on 60% of the
average  of the lowest  five  closing  bid  prices in the past 10  trading  days
immediately  preceding  such  conversion so long as such  conversions  shall not
exceed 4.99% of the then outstanding common stock of the Company. In relation to

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

                 Notes to the Consolidated Financial Statements
                                December 31, 2008

the  convertible  feature of this note, a debt discount of $8,056 was calculated
in  accordance  with  EITF  00-27  and is being  amortized  over the life of the
debenture.  The  amortization is being recorded as interest  expense and totaled
$2,626 for the year ended December 31, 2008 and for the period from inception to
December 31, 2008. The balance of the note is $4,571 as of December 31, 2008.

On May 21, 2007 the Company entered into a $122,500  Secured  Promissory Note at
the rate of 11% per annum due March 20, 2008. On December 31, 2007,  the Company
and the Payee  amended  the note to change  the  interest  rate to 10%,  exclude
incentive  payments,  extend the due date to December 31, 2009,  and to insert a
conversion clause which allows the Payee to convert all or part of the remaining
principal  balance and accrued interest into the Company's Common Stock based on
50% of the  average  of the  lowest  three  closing  bid prices in the past five
trading days  immediately  preceding such conversion so long as such conversions
shall not exceed  4.99% of the then  outstanding  Common  Stock of the  Company.
Accrued interest was also rolled up into the amended note for a new note balance
of  $130,735.  The  Company has  determined  that these  modified  terms are not
substantially  different than the original terms as defined in EITF 96-19,  and,
therefore,  this  renegotiation  did not result in the  recognition of a gain or
loss.  In relation to the  convertible  feature of this note, a debt discount of
$82,976 was calculated in accordance with EITF 00-27 and is being amortized over
the life of the  debenture.  The  amortization  is being  recorded  as  interest
expense and totaled $43,067 for the year ended December 31, 2008 and $51,126 for
the period from  inception  to  December  31,  2008.  Initially,  the  Company's
President,  Kenneth Yeung, personally borrowed the money and invested the amount
into the Company.  Due to a change in the business,  the Company  decided on May
21, 2007 to assume the note and entered into a promissory  note with the lender.
The Note is secured with the Preferred Series C shares owned by the President.

In connection with this transaction,  490,000 warrants to purchase shares of the
common stock of the Company at $0.25 were issued with an expiration  date of May
20,  2012.  Utilizing  the  Black-Scholes  valuation  model  and  the  following
assumptions:  estimated volatility of 211.36%, a contractual life of five years,
a zero  dividend  rate,  4.71% risk free  interest  rate,  and the fair value of
common  stock of $0.10 per share at date of grant,  the Company  determined  the
allocated fair value of the warrant to be $47,759. The Company has recorded this
amount as a debt discount and is  amortizing  the debt discount over the term of
this Note. The  amortization  is being recorded as interest  expense and totaled
had been fully amortized as of March 31, 2008. The warrant  amortization totaled
$47,759 as of the year ended December 31, 2008. During the fiscal year, the note
Holder  converted a total of $22,398 of principal and interest  payments.  As of
December 31, 2008, the balance of the note was $84,028.

On October 9, 2008, the Company entered into a Promissory Note for $11,000 to be
paid no later than  October 9, 2009 with an  interest  rate of 10%. At any time,
the Payee may convert all or part of the remaining principal balance and accrued
interest into shares of the  Company's  Common Stock based on 60% of the average
of the lowest five  closing bid prices in the past 10 trading  days  immediately
preceding such conversion so long as such conversions  shall not exceed 4.99% of
the then outstanding common stock of the Company. In relation to the convertible
feature of this note, a debt  discount of $11,000 was  calculated  in accordance
with  EITF  00-27 and is being  amortized  over the life of the  debenture.  The
amortization  is being  recorded as interest  expense and totaled $3,311 for the
year ended  December 31, 2008 and for the period from  inception to December 31,
2008. The balance of the note is $3,311 as of December 31, 2008.

On May 22, 2007 the  Company  entered  into a  Convertible  Promissory  Note for
$50,000  to be paid no later  than  March 21,  2008 with 11%  interest  rate per
annum.  On December  31,  2007,  the  Company and the Payee  amended the note to
change  the  interest  rate to  10%,  exclude  incentive  payments,  change  the
conversion rate to 60% instead of 50%, and extended the due date to December 31,
2009.  The Company has determined  that these  modified terms are  substantially
different than the original terms as defined in EITF 96-19, and, therefore, this
renegotiation  did result in the recognition of a $37,649 gain as of the date of
the amendment of the note. At any time, the Payee may convert all or part of the

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

                 Notes to the Consolidated Financial Statements
                                December 31, 2008

remaining  principal  balance and accrued  interest into shares of the Company's
Common Stock based on 60% of the average of the lowest three  closing bid prices
in the past 20 trading days  immediately  preceding  such  conversion so long as
such conversions shall not exceed 4.99% of the then outstanding  common stock of
the Company. In relation to this convertible feature, a debt discount of $50,000
was  calculated in accordance  with EITF 00-27 and is being  amortized  over the
life of the debenture.  The  amortization is being recorded as interest  expense
and  totaled  $21,260 for the year ended  December  31, 2008 and $21,260 for the
period from  inception to December 31,  2008.  During the fiscal year,  the note
holder converted a total of $21,720 in principal and interest payments.

In connection  with this  transaction,  200,000  warrants to purchase the common
stock of the  Company at $.25 were  issued  with an  expiration  date of May 21,
2012. Utilizing the Black-Scholes valuation model and the following assumptions:
estimated  volatility  of 211.36%,  a  contractual  life of five  years,  a zero
dividend rate, 4.76% risk free interest rate, and the fair value of common stock
of $0.10 per share at date of grant,  the Company  determined the allocated fair
value of the warrant to be $19,494.  The Company has  recorded  this amount as a
debt discount and is amortizing it over the term of this Note. The  amortization
is being recorded as interest  expense and has been fully  amortized as of March
31, 2008. The warrant amortization totaled $19,494 as of the year ended December
31, 2008. The balance of the note as of December 31, 2008 is $31,925.

On September 17, 2007, the Company  entered into a Convertible  Promissory  Note
for  $30,000 to be paid no later  than  August 28,  2008 with 11%  interest  per
annum.  On December  31,  2007,  the  Company and the Payee  amended the note to
change  the  interest  rate to  10%,  exclude  incentive  payments,  change  the
conversion rate to 60% instead of 50%, and extended the due date to December 31,
2009.  Accrued  interest was also rolled up into the amended note for a new note
balance of $30,629.  The Company has  determined  that these  modified terms are
substantially  different than the original terms as defined in EITF 96-19,  and,
therefore, this renegotiation did result in the recognition of a $10,433 gain as
of the date of the amendment of the note. At any time, the Payee may convert all
or part of the remaining  principal  balance and accrued interest into shares of
the  Company's  Common  Stock  based on 60% of the  average of the lowest  three
closing  bid  prices in the past 20  trading  days  immediately  preceding  such
conversion  so long as such  conversions  shall  not  exceed  4.99%  of the then
outstanding  common  stock  of the  Company.  In  relation  to this  convertible
feature, a debt discount of $27,366 was calculated in accordance with EITF 00-27
and is being amortized over the life of the debenture. The amortization is being
recorded as interest expense and totaled $18,152 for the year ended December 31,
2008 and $26,457 for the period from inception to December 31, 2008.  During the
fourth  quarter,  the note holder  converted a total of $3,000 in principal  and
interest payments.

In connection  with this  transaction,  120,000  warrants to purchase the common
stock of the Company at $.25 were issued with an  expiration  date of  September
17,  2012.  Utilizing  the  Black-Scholes  valuation  model  and  the  following
assumptions:  estimated volatility of 299.55%, a contractual life of five years,
a zero  dividend  rate,  4.21% risk free  interest  rate,  and the fair value of
common  stock of $0.02 per share at date of grant,  the Company  determined  the
allocated fair value of the warrant to be $2,634.  The Company has recorded this
amount as a debt discount and is  amortizing  the debt discount over the term of
this Note. The  amortization  is being recorded as interest  expense and totaled
$448 for the  quarter and $1,838 as of the year ended  December  31,  2008.  The
warrant has been fully  amortized as of December  31,  2008.  The balance of the
note as of December 31, 2008 is $12,826.

On January 16, 2008, the Company  entered into a Promissory  Note for $12,500 to
be paid no later than  December  31, 2009 with an  interest  rate of 10%. At any
time, the Payee may convert all or part of the remaining  principal  balance and
accrued  interest into shares of the Company's  Common Stock based on 60% of the
average  of the lowest  three  closing  bid  prices in the past 20 trading  days
immediately  preceding  such  conversion so long as such  conversions  shall not
exceed 4.99% of the then outstanding common stock of the Company. In relation to
the convertible  feature of this note, a debt discount of $12,500 was calculated

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

                 Notes to the Consolidated Financial Statements
                                December 31, 2008

in  accordance  with  EITF  00-27  and is being  amortized  over the life of the
debenture.  The  amortization is being recorded as interest  expense and totaled
$6,119 for the year ended December 31, 2008 and for the period from inception to
December 31, 2008. The balance of the note is $6,119 as of December 31, 2008.

On August 1, 2008, the Company  entered into a Promissory Note for $15,000 to be
paid no later than August 1, 2009 with an interest rate of 10%. At any time, the
Payee may convert  all or part of the  remaining  principal  balance and accrued
interest into shares of the  Company's  Common Stock based on 60% of the average
of the lowest five  closing bid prices in the past 10 trading  days  immediately
preceding such conversion so long as such conversions  shall not exceed 4.99% of
the then outstanding common stock of the Company. In relation to the convertible
feature of this note, a debt  discount of $15,000 was  calculated  in accordance
with  EITF  00-27 and is being  amortized  over the life of the  debenture.  The
amortization  is being  recorded as interest  expense and totaled $6,247 for the
year ended  December 31, 2008 and for the period from  inception to December 31,
2008. The balance of the note is $6,247 as of December 31, 2008.

On May 21, 2007,  the Company  entered into a Promissory  Note for $30,000 to be
paid no later than March 20, 2008 with an interest  rate of 11%. On December 31,
2007,  the Company and the Payee amended the note to change the interest rate to
10%, exclude incentive  payments,  extend the due date to December 31, 2009, and
to insert a  conversion  clause which allows the Payee to convert all or part of
the remaining  principal  balance and accrued interest into the Company's Common
Stock based on 50% of the average of the lowest three  closing bid prices in the
past five trading days  immediately  preceding  such  conversion so long as such
conversions  shall not exceed 4.99% of the then outstanding  Common Stock of the
Company.  Accrued  interest  was also rolled up into the amended  note for a new
note balance of $32,017.  The Company has  determined  that these modified terms
are not  substantially  different  than the  original  terms as  defined in EITF
96-19, and, therefore, this renegotiation did not result in the recognition of a
gain or loss.  In  relation  to the  convertible  feature of this  note,  a debt
discount of $20,321 was  calculated in  accordance  with EITF 00-27 and is being
amortized over the life of the debenture.  The amortization is being recorded as
interest  expense and totaled  $10,174 for the year ended  December 31, 2008 and
for the period from  inception to December 31, 2008.  Initially,  the  Company's
President,  Kenneth Yeung, personally borrowed the money and invested the amount
into the Company.  Due to a change in the business,  the Company  decided on May
21, 2007 to assume the note and entered into a promissory  note with the lender.
The Note is secured with the Preferred Series C shares owned by the President.

In connection  with this  transaction,  120,000  warrants to purchase the common
stock of the  Company at $.25 were  issued  with an  expiration  date of May 20,
2012. Utilizing the Black-Scholes valuation model and the following assumptions:
estimated  volatility  of 211.36%,  a  contractual  life of five  years,  a zero
dividend rate, 4.71% risk free interest rate, and the fair value of common stock
of $0.10 per share at date of grant,  the Company  determined the allocated fair
value of the warrant to be $11,696.  The Company has  recorded  this amount as a
debt  discount and is  amortizing  the debt discount over the term of this Note.
The  amortization  is being  recorded  as  interest  expense  and has been fully
amortized as of March 31, 2008. The warrant  amortization  totaled $11,696 as of
the year  ended  December  31,  2008.  The  balance of the note is $21,870 as of
December 31, 2008

On May 21, 2007,  the Company  entered into a Promissory  Note for $97,500 to be
paid no later than May 20,  2008 with an interest  rate of 11%. On December  31,
2007,  the Company and the Payee amended the note to change the interest rate to
10%, exclude incentive  payments,  extend the due date to December 31, 2009, and
to insert a  conversion  clause which allows the Payee to convert all or part of
the remaining  principal  balance and accrued interest into the Company's Common
Stock based on 50% of the average of the lowest three  closing bid prices in the
past five trading days  immediately  preceding  such  conversion so long as such
conversions  shall not exceed 4.99% of the then outstanding  Common Stock of the
Company.  Accrued  interest  was also rolled up into the amended  note for a new
note balance of $104,054.  The Company has determined  that these modified terms

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

                 Notes to the Consolidated Financial Statements
                                December 31, 2008

are not  substantially  different  than the  original  terms as  defined in EITF
96-19, and, therefore, this renegotiation did not result in the recognition of a
gain or loss.  In  relation  to the  convertible  feature of this  note,  a debt
discount of $66,042 was  calculated in  accordance  with EITF 00-27 and is being
amortized over the life of the debenture.  The amortization is being recorded as
interest  expense and totaled  $45,605 for the year ended  December 31, 2008 and
$52,020 for the period from inception to December 31, 2008.

In connection  with this  transaction,  390,000  warrants to purchase the common
stock of the  Company at $0.25 were issued  with an  expiration  date of May 21,
2012. Utilizing the Black-Scholes valuation model and the following assumptions:
estimated  volatility  of 211.36%,  a  contractual  life of five  years,  a zero
dividend rate, 4.71% risk free interest rate, and the fair value of common stock
of $0.10 per share at date of grant,  the Company  determined the allocated fair
value of the warrant to be $38,012.  The Company has  recorded  this amount as a
debt  discount and is  amortizing  the debt discount over the term of this Note.
The  amortization is being recorded as interest  expense and was fully amortized
as of the second quarter 2008. The warrant  amortization  totaled  $38,012 as of
the year ended  December  31,  2008.  During the fiscal  year,  the note  Holder
converted a total of $47,384 of principal and interest payments.  As of December
31, 2008, the balance of the note was $50,788.

On June 1, 2007,  the Company  entered into a Promissory  Note for $10,000 to be
paid no later than June 1, 2008 with an interest  rate of 11%.  On December  31,
2007,  the Company and the Payee amended the note to change the interest rate to
10%, exclude incentive  payments,  extend the due date to December 31, 2009, and
to insert a  conversion  clause which allows the Payee to convert all or part of
the remaining  principal  balance and accrued interest into the Company's Common
Stock based on 50% of the average of the lowest three  closing bid prices in the
past five trading days  immediately  preceding  such  conversion so long as such
conversions  shall not exceed 4.99% of the then outstanding  Common Stock of the
Company.  Accrued  interest  was also rolled up into the amended  note for a new
note balance of $10,642.  The Company has  determined  that these modified terms
are  substantially  different  than the original terms as defined in EITF 96-19,
and, therefore, this renegotiation result in the recognition of a $4,511 loss as
of the date of the amendment of the note. In relation to the convertible feature
of this note, a debt discount of $10,642 was calculated in accordance  with EITF
00-27 and is being amortized over the life of the debenture. The amortization is
being  recorded  as  interest  expense  and  totaled  $5,328  for the year ended
December 31, 2008 and for the period from  inception  to December 31, 2008.  The
balance of the note was $5,328 as of December 31, 2008.

On January 16, 2008, the Company  entered into a Promissory  Note for $17,500 to
be paid no later than  December  31, 2009 with an  interest  rate of 10%. At any
time, the Payee may convert all or part of the remaining  principal  balance and
accrued  interest into shares of the Company's  Common Stock based on 60% of the
average  of the lowest  three  closing  bid  prices in the past 20 trading  days
immediately  preceding  such  conversion so long as such  conversions  shall not
exceed 4.99% of the then outstanding common stock of the Company. In relation to
the convertible  feature of this note, a debt discount of $17,500 was calculated
in  accordance  with  EITF  00-27  and is being  amortized  over the life of the
debenture.  The  amortization is being recorded as interest  expense and totaled
$14,395 for the year ended  December 31, 2008 and for the period from  inception
to December 31, 2008.  During the fiscal year, the note holder converted a total
of $9,000 in  principal  and  interest  payments.  The balance of the note as of
December 31, 2008 is $6,353.

On September 17, 2007, the Company  entered into a Convertible  Promissory  Note
for  $36,000 to be paid no later  than  August 28,  2008 with 11%  interest  per
annum.  On December  31,  2007,  the  Company and the Payee  amended the note to
change  the  interest  rate to  10%,  exclude  incentive  payments,  change  the
conversion rate to 60% instead of 50%, and extended the due date to December 31,
2009.  Accrued  interest was also rolled up into the amended note for a new note
balance of $37,133.  The Company has  determined  that these  modified terms are
substantially  different than the original terms as defined in EITF 96-19,  and,

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

                 Notes to the Consolidated Financial Statements
                                December 31, 2008

therefore, this renegotiation did result in the recognition of a $11,913 gain as
of the date of the amendment of the note. At any time, the Payee may convert all
or part of the remaining  principal  balance and accrued interest into shares of
the  Company's  Common  Stock  based on 60% of the  average of the lowest  three
closing  bid  prices in the past 20  trading  days  immediately  preceding  such
conversion  so long as such  conversions  shall  not  exceed  4.99%  of the then
outstanding  common  stock  of the  Company.  In  relation  to this  convertible
feature, a debt discount of $17,179 was calculated in accordance with EITF 00-27
and is being amortized over the life of the debenture. The amortization is being
recorded as interest  expense and totaled $5,758 for the year ended December 31,
2008 and for the period from  inception to December 31, 2008.  During the fiscal
year,  the note holder  converted a total of $3,000 in  principal  and  interest
payments.

In connection  with this  transaction,  144,000  warrants to purchase the common
stock of the Company at $.25 were issued with an  expiration  date of  September
17,  2012.  Utilizing  the  Black-Scholes  valuation  model  and  the  following
assumptions:  estimated volatility of 299.55%, a contractual life of five years,
a zero  dividend  rate,  4.21% risk free  interest  rate,  and the fair value of
common  stock of $0.02 per share at date of grant,  the Company  determined  the
allocated fair value of the warrant to be $3,161.  The Company has recorded this
amount as a debt discount and is  amortizing  the debt discount over the term of
this note. The  amortization  is being recorded as interest  expense and totaled
$2,206 as of the year  ended  December  31,  2008.  The  warrant  has been fully
amortized as of December  31,  2008.  The balance of the note as of December 31,
2008 was $25,712.

On October 28, 2008, the Company entered into a Promissory Note for $5,000 to be
paid no later than  December 31, 2009 with an interest rate of 10%. At any time,
the Payee may convert all or part of the remaining principal balance and accrued
interest into shares of the  Company's  Common Stock based on 65% of the average
of the closing bid prices in the past 20 trading days immediately preceding such
conversion  so long as such  conversions  shall  not  exceed  4.99%  of the then
outstanding common stock of the Company.  In relation to the convertible feature
of this note, a debt discount of $3,919 was  calculated in accordance  with EITF
00-27 and is being amortized over the life of the debenture. The amortization is
being recorded as interest  expense and totaled $687 for the year ended December
31, 2008 and for the period from  inception to December 31, 2008. The balance of
the note was $1,768 as of December 31, 2008.

On April 3, 2008, the Company  entered into a Promissory  Note for $10,000 to be
paid no later than  December 31, 2009 with an interest rate of 10%. At any time,
the Payee may convert all or part of the remaining principal balance and accrued
interest into shares of the  Company's  Common Stock based on 60% of the average
of the lowest three  closing bid prices in the past 20 trading days  immediately
preceding such conversion so long as such conversions  shall not exceed 4.99% of
the then outstanding common stock of the Company. In relation to the convertible
feature of this note, a debt  discount of $10,000 was  calculated  in accordance
with  EITF  00-27 and is being  amortized  over the life of the  debenture.  The
amortization  is being  recorded as interest  expense and totaled $4,270 for the
year ended  December 31, 2008 and for the period from  inception to December 31,
2008. The balance of the note was $4,270 as of December 31, 2008.

On August 21, 2006, the Company issued a $250,000  convertible note payable with
an interest rate of 10% to a shareholder and an entity owned by such shareholder
in exchange for the retirement of the shareholder's Series B preferred stock and
all related accrued  interest.  On March 14, 2007, the Note was amended with the
monthly  payments of $4,395 or more deferred until June 1, 2007 and the due date
extended from August 30, 2007 to May 30, 2008.  On March 26, 2007,  the Note was
bifurcated into two separate notes with all prior unpaid  principal and interest
rolled up into these two notes.  On April 26, 2008, the parties agreed to extend
the maturity of the note to June 30, 2009. At any time after giving notice,  the
Holder  has the option to convert  all or part of the  remaining  balance of the
note into common stock of the Company  based on 75% of the average of the lowest
five closing bid prices in the past 20 trading days  immediately  preceding such

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

                 Notes to the Consolidated Financial Statements
                                December 31, 2008

conversion  so long as such  conversion  shall  not  exceed  4.99%  of the  then
outstanding  shares of common stock of the Company.  A debt discount of $239,556
was  calculated  in  accordance  with  Emerging  Issues  Task  Force No.  00-27,
"Application  of Issue  No.  98-5 to  Certain  Convertible  Instruments"  ("EITF
00-27"), and is being amortized over the life of the debenture. The amortization
is being  recorded  as interest  expense and totaled  $54,041 for the year ended
December  31, 2008 and  $239,557  for the period from  inception to December 31,
2008.  During the fiscal year,  the note holders  converted the note into common
stock in the amount of $90,979 for the payment of principal and interest. During
the second  quarter  of 2007,  one of the two notes was fully paid off and as of
December 31, 2008 the principal  balance on the remaining note was $79,114.  The
balance of on the remaining note is $77,774 as of December 31, 2008.

On August 1, 2008, the Company  entered into a Promissory Note for $13,000 to be
paid no later than August 1, 2009 with an interest rate of 10%. At any time, the
Payee may convert  all or part of the  remaining  principal  balance and accrued
interest into shares of the  Company's  Common Stock based on 60% of the average
of the lowest five  closing bid prices in the past 10 trading  days  immediately
preceding such conversion so long as such conversions  shall not exceed 4.99% of
the then outstanding common stock of the Company. In relation to the convertible
feature of this note, a debt  discount of $13,000 was  calculated  in accordance
with  EITF  00-27 and is being  amortized  over the life of the  debenture.  The
amortization  is being  recorded as interest  expense and totaled $5,414 for the
year ended  December 31, 2008 and for the period from  inception to December 31,
2008. The balance of the note was $5,414 as of December 31, 2008.

On February 27, 2008, the Company  entered into a Promissory Note for $10,000 to
be paid no later than  December  31, 2009 with an  interest  rate of 10%. At any
time, the Payee may convert all or part of the remaining  principal  balance and
accrued  interest into shares of the Company's  Common Stock based on 60% of the
average  of the lowest  three  closing  bid  prices in the past 20 trading  days
immediately  preceding  such  conversion so long as such  conversions  shall not
exceed 4.99% of the then outstanding common stock of the Company. In relation to
the  convertible  feature of this note, a debt discount of $8,158 was calculated
in  accordance  with  EITF  00-27  and is being  amortized  over the life of the
debenture.  The  amortization is being recorded as interest  expense and totaled
$5,122 for the year ended December 31, 2008 and for the period from inception to
December 31, 2008. The balance of the note as of December 31, 2008 was $4,174.

On February 12, 2008, the Company  entered into a Promissory Note for $25,000 to
be paid no later than  December  31, 2009 with an  interest  rate of 10%. At any
time, the Payee may convert all or part of the remaining  principal  balance and
accrued  interest into shares of the Company's  Common Stock based on 60% of the
average  of the lowest  three  closing  bid  prices in the past 20 trading  days
immediately  preceding  such  conversion so long as such  conversions  shall not
exceed 4.99% of the then outstanding common stock of the Company. In relation to
the convertible  feature of this note, a debt discount of $19,949 was calculated
in  accordance  with  EITF  00-27  and is being  amortized  over the life of the
debenture.  The  amortization is being recorded as interest  expense and totaled
$12,734 for the year ended  December 31, 2008 and for the period from  inception
to December 31, 2008.  During the fiscal year,  the note holders  converted  the
note into common stock in the amount of $3,000 for the payment of principal  and
interest. The balance of the note was $11,581 as of December 31, 2008.

On March 13, 2008, the Company  entered into a Promissory Note for $20,000 to be
paid no later than  December 31, 2009 with an interest rate of 10%. At any time,
the Payee may convert all or part of the remaining principal balance and accrued
interest into shares of the  Company's  Common Stock based on 60% of the average
of the lowest three  closing bid prices in the past 20 trading days  immediately
preceding such conversion so long as such conversions  shall not exceed 4.99% of
the then outstanding common stock of the Company. In relation to the convertible
feature of this note, a debt  discount of $20,000 was  calculated  in accordance
with  EITF  00-27 and is being  amortized  over the life of the  debenture.  The
amortization  is being  recorded as interest  expense and totaled $8,906 for the

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

                 Notes to the Consolidated Financial Statements
                                December 31, 2008

year ended  December 31, 2008 and for the period from  inception to December 31,
2008. The balance of the note was $8,906 as of December 31, 2008.

On April 2, 2008, the Company  entered into a Promissory  Note for $25,000 to be
paid no later than  December 31, 2009 with an interest rate of 10%. At any time,
the Payee may convert all or part of the remaining principal balance and accrued
interest into shares of the  Company's  Common Stock based on 60% of the average
of the lowest three  closing bid prices in the past 20 trading days  immediately
preceding such conversion so long as such conversions  shall not exceed 4.99% of
the then outstanding common stock of the Company. In relation to the convertible
feature of this note, a debt  discount of $25,000 was  calculated  in accordance
with  EITF  00-27 and is being  amortized  over the life of the  debenture.  The
amortization  is being recorded as interest  expense and totaled $10,698 for the
year ended  December 31, 2008 and for the period from  inception to December 31,
2008. The balance of the note was $10,697 as of December 31, 2008.

On April 24, 2008, the Company  entered into a Promissory Note for $70,000 to be
paid no later than  December 31, 2009 with an interest rate of 10%. At any time,
the Payee may convert all or part of the remaining principal balance and accrued
interest into shares of the  Company's  Common Stock based on 60% of the average
of the lowest three  closing bid prices in the past 20 trading days  immediately
preceding such conversion so long as such conversions  shall not exceed 4.99% of
the then outstanding common stock of the Company. In relation to the convertible
feature of this note, a debt  discount of $43,750 was  calculated  in accordance
with  EITF  00-27 and is being  amortized  over the life of the  debenture.  The
amortization  is being recorded as interest  expense and totaled $17,827 for the
year ended  December 31, 2008 and for the period from  inception to December 31,
2008. The balance of the note was $44,077 as of December 31, 2008.

On November 21, 2007, the Company entered into a Convertible Promissory Note for
$50,000 to be paid no later than  November 21, 2008 with 11% interest per annum.
On December 31, 2007,  the Company and the Payee  amended the note to change the
interest rate to 10%, exclude incentive payments,  change the conversion rate to
60% instead of 50%, and  extended  the due date to December  31,  2009.  Accrued
interest  was also  rolled up into the  amended  note for a new note  balance of
$50,603.  The Company has determined that these modified terms are substantially
different than the original terms as defined in EITF 96-19, and, therefore, this
renegotiation  did result in the recognition of a $18,083 gain as of the date of
the amendment of the note. At any time, the Payee may convert all or part of the
remaining  principal  balance and accrued  interest into shares of the Company's
Common Stock based on 60% of the average of the lowest three  closing bid prices
in the past 20 trading days  immediately  preceding  such  conversion so long as
such conversions shall not exceed 4.99% of the then outstanding  common stock of
the Company. In relation to this convertible feature, a debt discount of $50,183
was  calculated in accordance  with EITF 00-27 and is being  amortized  over the
life of the debenture.  The  amortization is being recorded as interest  expense
and  totaled  $19,833 for the year ended  December  31, 2008 and $33,082 for the
period from  inception to December 31,  2008.  During the fiscal year,  the note
holder converted a total of $15,300 in principal and interest payments.

In connection  with this  transaction,  200,000  warrants to purchase the common
stock of the Company at $.25 were issued with an expiration date of November 21,
2012. Utilizing the Black-Scholes valuation model and the following assumptions:
estimated  volatility  of 332.74%,  a  contractual  life of five  years,  a zero
dividend rate,  3.4% risk free interest rate, and the fair value of common stock
of $0.0021 per share at date of grant, the Company determined the allocated fair
value of the warrant to be $419.  The Company has recorded this amount as a debt
discount and is amortizing  the debt  discount  over the term of this Note.  The
amortization  is being  recorded as interest  expense of $419 for the year ended
December 31, 2008. The balance of the note as of December 31, 2008 was $22,236.

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

                 Notes to the Consolidated Financial Statements
                                December 31, 2008

On May 8, 2007 the  Company  amended an  earlier  Promissory  Note for  $129,240
($121,920 in principal and $7,320 accrued interest). Furthermore, on May 8, 2007
the Company bifurcated the Note and entered into two separate Notes: (i) one for
$100,000 with 5% interest  pursuant to which the Company is obligated to make 24
monthly  principal and interest  payments of $4,387 commencing July 1, 2007 with
final  payment  July 1, 2009 and (ii) a second Note for $29,240 with 5% interest
pursuant  to which the Company is  obligated  to make 24 monthly  principal  and
interest  payments of $1,283  commencing July 1, 2007 with final payment July 1,
2009 (this  second Note is payable to a  shareholder).  At any time after giving
notice, the Holder has the option to convert all or part of the accrued interest
and remaining principal of either note based on 70% of the average of the lowest
5 closing  bid prices in the past 20 trading  days  immediately  preceding  such
conversion  so long as the total number of shares  issued to Holder will be such
that the number of shares  beneficially  owned by Holder will be less than 4.99%
of the outstanding common shares of the Company. The Company has determined that
these  modified  terms are  substantially  different  than the original terms as
defined in the Emerging Issues Task Force No. 96-19,  "Debtor's Accounting for a
Modification or Exchange of Debt Instruments"  ("EITF 96-19"),  and,  therefore,
this  renegotiation  result in the recognition of a $129,240 loss as of the date
of the  amendment of the note. A debt  discount of $100,000  was  calculated  in
accordance  with  EITF  00-27,  and is  being  amortized  over  the  life of the
debenture.  The  amortization is being recorded as interest  expense and totaled
$49,270  for the year ended  December  31,  2008 and $89,924 for the period from
inception  to  December  31,  2008.  During the fiscal  year,  the note  Holders
converted a total of $26,533 of principal and interest payments.  As of December
31,  2008,  the second note in the amount of $29,240 has been paid in full.  The
balance of the remaining note was $63,901 as of December 31, 2008.

On October 5, 2007, the Company entered into a Promissory Note for $60,000 to be
paid no later than  August 5, 2008 with an interest  rate of 13.2%.  On December
31, 2007, the Company and the Payee amended the note to change the interest rate
to 10%, exclude  incentive  payments,  extend the due date to December 31, 2009,
and to insert a conversion  clause which allows the Payee to convert all or part
of the  remaining  principal  balance and accrued  interest  into the  Company's
Common Stock based on 50% of the average of the lowest three  closing bid prices
in the past five trading days  immediately  preceding such conversion so long as
such conversions shall not exceed 4.99% of the then outstanding  Common Stock of
the Company. Accrued interest was also rolled up into the amended note for a new
note balance of $61,870.  The Company has  determined  that these modified terms
are  substantially  different  than the original terms as defined in EITF 96-19,
and, therefore,  this renegotiation  result in the recognition of a $25,524 loss
as of the date of the  amendment  of the note.  In relation  to the  convertible
feature of this note, a debt  discount of $58,512 was  calculated  in accordance
with  EITF  00-27 and is being  amortized  over the life of the  debenture.  The
amortization  is being recorded as interest  expense and totaled $29,043 for the
year ended  December  31,  2008 and $38,888  for the period  from  inception  to
December 31, 2008.

In connection  with this  transaction,  240,000  warrants to purchase the common
stock of the Company at $.25 were issued  with an  expiration  date of August 5,
2012. Utilizing the Black-Scholes valuation model and the following assumptions:
estimated  volatility  of 332.74%,  a  contractual  life of five  years,  a zero
dividend rate, 4.33% risk free interest rate, and the fair value of common stock
of $0.014 per share at date of grant, the Company  determined the allocated fair
value of the warrant to be $3,358.  The Company  has  recorded  this amount as a
debt  discount and is  amortizing  the debt discount over the term of this note.
The  amortization is being recorded as interest expense of $3,358 as of the year
ended December 31, 2008. The warrant has been fully amortized as of December 31,
2008.  During the fiscal year,  the note holder  converted a total of $27,046 in
principal  and  interest  payments.  The  balance of the note was  $19,424 as of
December 31, 2008.

On March 18, 2008, the Company  entered into a Promissory Note for $10,000 to be
paid no later than  December 31, 2009 with an interest rate of 10%. At any time,
the Payee may convert all or part of the remaining principal balance and accrued
interest into shares of the  Company's  Common Stock based on 60% of the average
of the lowest three  closing bid prices in the past 20 trading days  immediately

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

                 Notes to the Consolidated Financial Statements
                                December 31, 2008

preceding such conversion so long as such conversions  shall not exceed 4.99% of
the then outstanding common stock of the Company. In relation to the convertible
feature of this note, a debt  discount of $9,481 was  calculated  in  accordance
with  EITF  00-27 and is being  amortized  over the life of the  debenture.  The
amortization  is being  recorded as interest  expense and totaled $4,181 for the
year ended  December 31, 2008 and for the period from  inception to December 31,
2008. The balance of the note was $4,701 as of December 31, 2008.

On October 29, 2008, the Company  entered into a Promissory  Note for $15,000 to
be paid no later than  October  29,  2009 with an  interest  rate of 10%. At any
time, the Payee may convert all or part of the remaining  principal  balance and
accrued  interest into shares of the Company's  Common Stock based on 65% of the
average  of the  closing  bid  prices in the past 20  trading  days  immediately
preceding such conversion so long as such conversions  shall not exceed 4.99% of
the then outstanding common stock of the Company. In relation to the convertible
feature of this note, a debt  discount of $15,000 was  calculated  in accordance
with  EITF  00-27 and is being  amortized  over the life of the  debenture.  The
amortization  is being  recorded as interest  expense and totaled $2,589 for the
year ended  December 31, 2008 and for the period from  inception to December 31,
2008. The balance of the note was $2,589 as of December 31, 2008.

On November 30, 2007, the Company entered into a Convertible Promissory Note for
$50,000 to be paid no later than  November 30, 2008 with 11% interest per annum.
On December 31, 2007,  the Company and the Payee  amended the note to change the
interest rate to 10%, exclude incentive payments,  change the conversion rate to
60% instead of 50%, and  extended  the due date to December  31,  2009.  Accrued
interest  was also  rolled up into the  amended  note for a new note  balance of
$50,240.   The  Company  has  determined  that  these  modified  terms  are  not
substantially  different than the original terms as defined in EITF 96-19,  and,
therefore,  this  renegotiation  did not result in the  recognition of a gain or
loss. At any time, the Payee may convert all or part of the remaining  principal
balance and accrued  interest into shares of the Company's Common Stock based on
60% of the average of the lowest three closing bid prices in the past 20 trading
days immediately preceding such conversion so long as such conversions shall not
exceed 4.99% of the then outstanding common stock of the Company. In relation to
this  convertible  feature,  a  debt  discount  of  $47,842  was  calculated  in
accordance  with  EITF  00-27  and is  being  amortized  over  the  life  of the
debenture.  The  amortization is being recorded as interest  expense and totaled
$23,954 for the year ended  December 31, 2008 and for the period from  inception
to December 31, 2008.

In connection  with this  transaction,  200,000  warrants to purchase the common
stock of the Company at $.25 were issued with an expiration date of November 30,
2012. Utilizing the Black-Scholes valuation model and the following assumptions:
estimated  volatility  of 332.74%,  a  contractual  life of five  years,  a zero
dividend rate, 3.41% risk free interest rate, and the fair value of common stock
of $0.012 per share at date of grant, the Company  determined the allocated fair
value of the warrant to be $2,398.  The Company  has  recorded  this amount as a
debt  discount and is  amortizing  the debt discount over the term of this Note.
The  amortization  is being recorded as interest  expense and totaled $2,398 for
the year from  inception  to  December  31,  2008.  The  balance of the note was
$26,352 as of December 31, 008

SHORT TERM NOTES PAYABLE

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

                                      F-26
<PAGE>
                 INTERNATIONAL BUILDING TECHNOLOGIES GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                 Notes to the Consolidated Financial Statements
                                December 31, 2008

amortization  is being recorded as interest  expense and totaled $21,260 for the
year ended  December 31, 2008 and for the period from  inception to December 31,
2008. The balance of the note was $21,260 as of December 31, 2008.

On April 5, 2008, the Company  entered into a Promissory  Note for $50,000 to be
paid no later than  December 31, 2009 with an interest rate of 10%. At any time,
the Payee may convert all or part of the remaining principal balance and accrued
interest into shares of the  Company's  Common Stock based on 60% of the average
of the lowest three  closing bid prices in the past 20 trading days  immediately
preceding such conversion so long as such conversions  shall not exceed 4.99% of
the then outstanding common stock of the Company. In relation to the convertible
feature of this note, a debt  discount of $50,000 was  calculated  in accordance
with  EITF  00-27 and is being  amortized  over the life of the  debenture.  The
amortization  is being recorded as interest  expense and totaled $21,260 for the
year ended  December 31, 2008 and for the period from  inception to December 31,
2008. The balance of the note was $21,260 as of December 31, 2008.

On March 1, 2008 the Company  entered into a $10,800 note for a prepaid  expense
in the  amount of  $14,900.  A down  payment in the amount of $4,100 was paid in
cash. The $10,800 note carries  interest at an annual  percentage rate of 10.60%
pursuant  to which the  Company is  obligated  to make 9 monthly  principal  and
interest  payments  of $1,254  commencing  April 1,  2008  with a final  payment
December 1, 2008. As of December 31, 2008, the remaining balance of the note was
$0.

On July 8, 2008,  the Company  entered into a Promissory  Note for $15,000 to be
paid no later than  December 31, 2009 with an interest rate of 10%. At any time,
the Payee may convert all or part of the remaining principal balance and accrued
interest into shares of the  Company's  Common Stock based on 60% of the average
of the lowest five  closing bid prices in the past 10 trading  days  immediately
preceding such conversion so long as such conversions  shall not exceed 4.99% of
the then outstanding common stock of the Company. In relation to the convertible
feature of this note, a debt  discount of $15,000 was  calculated  in accordance
with  EITF  00-27 and is being  amortized  over the life of the  debenture.  The
amortization  is being  recorded as interest  expense and totaled $4,880 for the
year ended  December 31, 2008 and for the period from  inception to December 31,
2008. The balance of the note was $4,880 as of December 31, 2008.

On April 5, 2008, the Company  entered into a Promissory  Note for $10,000 to be
paid no later than  December 31, 2009 with an interest rate of 10%. At any time,
the Payee may convert all or part of the remaining principal balance and accrued
interest into shares of the  Company's  Common Stock based on 60% of the average
of the lowest three  closing bid prices in the past 20 trading days  immediately
preceding such conversion so long as such conversions  shall not exceed 4.99% of
the then outstanding common stock of the Company. In relation to the convertible
feature of this note, a debt  discount of $10,000 was  calculated  in accordance
with  EITF  00-27 and is being  amortized  over the life of the  debenture.  The
amortization  is being  recorded as interest  expense and totaled $4,252 for the
year ended  December 31, 2008 and for the period from  inception to December 31,
2008. The balance of the note was $4,252 as of December 31, 2008.

On December 4, 2008, the Company  entered into a Promissory  Note for $20,500 to
be paid no later than  December  31, 2009 with an  interest  rate of 10%. At any
time, the Payee may convert all or part of the remaining  principal  balance and
accrued  interest into shares of the Company's  Common Stock based on 65% of the
average of the twenty closing bid prices in the past 20 trading days immediately
preceding such conversion so long as such conversions  shall not exceed 4.99% of
the then outstanding common stock of the Company. In relation to the convertible
feature of this note, a debt discount of $882 was calculated in accordance  with
EITF  00-27  and  is  being  amortized  over  the  life  of the  debenture.  The
amortization is being recorded as interest  expense and totaled $65 for the year
ended  December 31, 2008 and for the period from inception to December 31, 2008.
The balance of the note was $19,683 as of December 31, 2008.

                                      F-27
<PAGE>
                 INTERNATIONAL BUILDING TECHNOLOGIES GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                 Notes to the Consolidated Financial Statements
                                December 31, 2008

The Chart below  summarizes the Notes Payable & Debt Discounts of the Company as
of December  31,  2007.  This chart is to be reviewed  in  conjunction  with the
details following the chart.

Terms                                                                    Amount
-----                                                                    ------
SHORT TERM NOTES PAYABLE TO SHAREHOLDERS:
-    10% Interest;  principal of $156,926;  monthly  payments of        $102,885
     $4,396; convertible to common stock based on 75% of average
     price;  due on  5/30/2008,  net of  unamortized  discounted
     related to the debt discount of $54,041
-    5%  Interest;  principal  of $70,839;  monthly  payments of          27,401
     $4,387; convertible to common stock based on 70% of average
     price; due on 7/1/2009, net of unamortized discount related
     to the debt discount of $43,438
-    5%  Interest;  principal  of $12,003;  monthly  payments of           4,967
     $1,283; convertible to common stock based on 70% of average
     price; due on 7/1/2009, net of unamortized discount related
     to the debt discount of $7,036
                                                                        --------
TOTAL SHORT TERM NOTES PAYABLE TO SHAREHOLDERS                          $135,253
                                                                        --------
LONG TERM NOTES PAYABLE TO SHAREHOLDERS:
-    5%  Interest;  principal  of $25,943;  monthly  payments of        $ 10,035
     $4,387; convertible to common stock based on 70% of average
     price; due on 7/1/2009, net of unamortized discount related
     to the debt discount of $15,908 -
-    5%  Interest;  principal  of $7,586;  monthly  payments  of           3,139
     $1,283; convertible to common stock based on 70% of average
     price; due on 7/1/2009, net of unamortized discount related
     to the debt discount of $4,447
-    10% Interest;  principal of $30,629;  convertible to common           9,729
     stock based on 60% of average price; due on 12/31/2009, net
     of  unamortized  discount  related to the debt  discount of
     $20,900
-    10% Interest;  principal of $50,240;  convertible to common             200
     stock based on 60% of average price; due on 12/31/2009, net
     of  unamortized  discount  related to the debt  discount of
     $50,040
                                                                        --------
TOTAL LONG TERM NOTES PAYABLE TO SHAREHOLDERS                           $ 23,103
                                                                        --------
LONG TERM NOTES PAYABLE:
-    10% Interest;  principal of $50,000;  convertible to common          35,954
     stock based on 60% of average price; due on 12/31/2009, net
     of  unamortized  discount  related to the debt  discount of
     $14,046
-    10% Interest; principal of $130,735;  convertible to common          35,023
     stock based on 50% of average price; due on 12/31/2009, net
     of  unamortized  discount  related to the debt  discount of
     $95,712
-    10% Interest;  principal of $32,017;  convertible to common           8,577
     stock based on 50% of average price; due on 12/31/2009, net
     of  unamortized  discount  related to the debt  discount of
     $23,440
-    10% Interest; principal of $104,054;  convertible to common          23,230
     stock based on 50% of average price; due on 12/31/2009, net
     of  unamortized  discount  related to the debt  discount of
     $80,824
-    10% Interest;  principal of $10,642;  convertible to common               0
     stock based on 50% of average price; due on 12/31/2009, net
     of  unamortized  discount  related to the debt  discount of
     $10,642
-    10% Interest;  principal of $37,133;  convertible to common          12,053
     stock based on 60% of average price; due on 12/31/2009, net
     of  unamortized  discount  related to the debt  discount of
     $25,080
-    10% Interest;  principal of $61,870;  convertible to common             951
     stock based on 50% of average price; due on 12/31/2009, net
     of  unamortized  discount  related to the debt  discount of
     $60,919
-    10% Interest;  principal of $50,603;  convertible to common              46
     stock based on 60% of average price; due on 12/31/2009, net
     of  unamortized  discount  related to the debt  discount of
     $50,557
                                                                        --------
  Total Long Term Notes Payable                                         $115,834
                                                                        ========

SHORT TERM NOTE PAYABLE - SHAREHOLDERS

On August 21, 2006, the Company issued a $250,000  convertible note payable to a
shareholder  and an  entity  owned  by  such  shareholder  in  exchange  for the
retirement of the shareholder's Series B preferred stock and all related accrued
interest.  On March 14, 2007, the Note was amended with the monthly  payments of
$4,395 or more deferred until June 1, 2007 and the due date extended from August
30, 2007 to May 30, 2008.  At any time after giving  notice,  the Holder has the
option to convert all or part of the  remaining  balance of the note into common
stock of the Company  based on 75% of the average of the lowest five closing bid
prices in the past 20 trading days immediately preceding such conversion so long
as such  conversion  shall not exceed  4.99% of the then  outstanding  shares of

                                      F-28
<PAGE>
                 INTERNATIONAL BUILDING TECHNOLOGIES GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                 Notes to the Consolidated Financial Statements
                                December 31, 2008

common  stock of the  Company.  Furthermore,  on March  26,  2007,  the Note was
bifurcated into two separate notes with all prior unpaid  principal and interest
rolled up into these two notes.  A debt  discount of $239,556 was  calculated in
accordance with Emerging Issues Task Force No. 00-27,  "Application of Issue No.
98-5 to Certain Convertible  Instruments" ("EITF 00-27"), and is being amortized
over the life of the debenture.  The  amortization is being recorded as interest
expense and totaled  $185,516  for the year ended  December 31, 2007 and for the
period from  inception to December 31,  2007.  During the fiscal year,  the note
holders  converted  the note into common  stock in the amount of $96,190 and the
Company  was also paid cash in the amount of $431 for the  payment of  principal
and interest.  During the second quarter of 2007, one of the two notes was fully
paid off and as of December 31, 2007 the principal balance on the remaining note
was $102,885. The Company is current with the payments on the remaining note.

LONG TERM NOTES PAYABLE/LONG TERM NOTES PAYABLE SHAREHOLDERS

On May 8, 2007 the  Company  amended an  earlier  Promissory  Note for  $129,240
($121,920 in principal and $7,320 accrued interest). Furthermore, on May 8, 2007
the Company bifurcated the Note and entered into two separate Notes: (i) one for
$100,000 with 5% interest  pursuant to which the Company is obligated to make 24
monthly  principal and interest  payments of $4,387 commencing July 1, 2007 with
final  payment  July 1, 2009 and (ii) a second Note for $29,240 with 5% interest
pursuant  to which the Company is  obligated  to make 24 monthly  principal  and
interest  payments of $1,283  commencing July 1, 2007 with final payment July 1,
2009 (this  second Note is payable to a  shareholder).  At any time after giving
notice, the Holder has the option to convert all or part of the accrued interest
and remaining principal of either note based on 70% of the average of the lowest
5 closing  bid prices in the past 20 trading  days  immediately  preceding  such
conversion  so long as the total number of shares  issued to Holder will be such
that the number of shares  beneficially  owned by Holder will be less than 4.99%
of the outstanding common shares of the Company. The Company has determined that
these  modified  terms are  substantially  different  than the original terms as
defined in the Emerging Issues Task Force No. 96-19,  "Debtor's Accounting for a
Modification or Exchange of Debt Instruments"  ("EITF 96-19"),  and,  therefore,
this  renegotiation  result in the recognition of a $129,240 loss as of the date
of the  amendment of the note. A debt  discount of $129,240  was  calculated  in
accordance  with  EITF  00-27,  and is  being  amortized  over  the  life of the
debenture.  The  amortization is being recorded as interest  expense and totaled
$58,411 for the year ended  December 31, 2007 and for the period from  inception
to December 31, 2007. During the fiscal year, the note Holders converted a total
of $16,746 of principal  and  interest  payments.  As of December 31, 2007,  the
balances of the notes were $45,542.

On May 21, 2007 the Company entered into a $122,500  Secured  Promissory Note at
the rate of 11% per annum due March 20, 2008. On December 31, 2007,  the Company
and the Payee  amended  the note to change  the  interest  rate to 10%,  exclude
incentive  payments,  extend the due date to December 31, 2009,  and to insert a
conversion clause which allows the Payee to convert all or part of the remaining
principal  balance and accrued interest into the Company's Common Stock based on
50% of the  average  of the  lowest  three  closing  bid prices in the past five
trading days  immediately  preceding such conversion so long as such conversions
shall not exceed  4.99% of the then  outstanding  Common  Stock of the  Company.
Accrued interest was also rolled up into the amended note for a new note balance
of  $130,735.  The  Company has  determined  that these  modified  terms are not
substantially  different than the original terms as defined in EITF 96-19,  and,
therefore,  this  renegotiation  did not result in the  recognition of a gain or
loss.  In relation to the  convertible  feature of this note, a debt discount of
$82,976 was calculated in accordance with EITF 00-27 and is being amortized over
the life of the debenture.  There is no  amortization  as of year-end due to the
amendment date of the note. Initially,  the Company's President,  Kenneth Yeung,
personally borrowed the money and invested the amount into the Company. Due to a
change in the business,  the Company  decided on May 21, 2007 to assume the note
and entered into a promissory note with the lender. The Note is secured with the
Preferred Series C shares owned by the President.

                                      F-29
<PAGE>
                 INTERNATIONAL BUILDING TECHNOLOGIES GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                 Notes to the Consolidated Financial Statements
                                December 31, 2008

In connection with this transaction,  490,000 warrants to purchase shares of the
common stock of the Company at $0.25 were issued with an expiration  date of May
20,  2012.  Utilizing  the  Black-Scholes  valuation  model  and  the  following
assumptions:  estimated volatility of 211.36%, a contractual life of five years,
a zero  dividend  rate,  4.71% risk free  interest  rate,  and the fair value of
common  stock of $0.10 per share at date of grant,  the Company  determined  the
allocated fair value of the warrant to be $47,759. The Company has recorded this
amount as a debt discount and is  amortizing  the debt discount over the term of
this Note. The  amortization  is being recorded as interest  expense and totaled
$35,023 for the year ended  December 31, 2007 and for the period from  inception
to December 31, 2007. No payments were due or made during the year.

On May 21, 2007,  the Company  entered into a Promissory  Note for $30,000 to be
paid no later than March 20, 2008 with an interest  rate of 11%. On December 31,
2007,  the Company and the Payee amended the note to change the interest rate to
10%, exclude incentive  payments,  extend the due date to December 31, 2009, and
to insert a  conversion  clause which allows the Payee to convert all or part of
the remaining  principal  balance and accrued interest into the Company's Common
Stock based on 50% of the average of the lowest three  closing bid prices in the
past five trading days  immediately  preceding  such  conversion so long as such
conversions  shall not exceed 4.99% of the then outstanding  Common Stock of the
Company.  Accrued  interest  was also rolled up into the amended  note for a new
note balance of $32,017.  The Company has  determined  that these modified terms
are not  substantially  different  than the  original  terms as  defined in EITF
96-19, and, therefore, this renegotiation did not result in the recognition of a
gain or loss.  In  relation  to the  convertible  feature of this  note,  a debt
discount of $20,321 was  calculated in  accordance  with EITF 00-27 and is being
amortized  over  the  life of the  debenture.  There  is no  amortization  as of
year-end  due to the  amendment  date  of the  note.  Initially,  the  Company's
President,  Kenneth Yeung, personally borrowed the money and invested the amount
into the Company.  Due to a change in the business,  the Company  decided on May
21, 2007 to assume the note and entered into a promissory  note with the lender.
The Note is secured with the Preferred Series C shares owned by the President.

In connection  with this  transaction,  120,000  warrants to purchase the common
stock of the  Company at $.25 were  issued  with an  expiration  date of May 20,
2012. Utilizing the Black-Scholes valuation model and the following assumptions:
estimated  volatility  of 211.36%,  a  contractual  life of five  years,  a zero
dividend rate, 4.71% risk free interest rate, and the fair value of common stock
of $0.10 per share at date of grant,  the Company  determined the allocated fair
value of the warrant to be $11,696.  The Company has  recorded  this amount as a
debt  discount and is  amortizing  the debt discount over the term of this Note.
The  amortization  is being recorded as interest  expense and totaled $8,577 for
the year ended  December 31, 2007 and for the period from  inception to December
31, 2007. No payments were due or made during the year.

On May 21, 2007,  the Company  entered into a Promissory  Note for $97,500 to be
paid no later than May 20,  2008 with an interest  rate of 11%. On December  31,
2007,  the Company and the Payee amended the note to change the interest rate to
10%, exclude incentive  payments,  extend the due date to December 31, 2009, and
to insert a  conversion  clause which allows the Payee to convert all or part of
the remaining  principal  balance and accrued interest into the Company's Common
Stock based on 50% of the average of the lowest three  closing bid prices in the
past five trading days  immediately  preceding  such  conversion so long as such
conversions  shall not exceed 4.99% of the then outstanding  Common Stock of the
Company.  Accrued  interest  was also rolled up into the amended  note for a new
note balance of $104,054.  The Company has determined  that these modified terms
are not  substantially  different  than the  original  terms as  defined in EITF
96-19, and, therefore, this renegotiation did not result in the recognition of a
gain or loss.  In  relation  to the  convertible  feature of this  note,  a debt
discount of $66,042 was  calculated in  accordance  with EITF 00-27 and is being
amortized over the life of the debenture.  The amortization is being recorded as
interest  expense.  There is no amortization as of year-end due to the amendment
date of the note.

                                      F-30
<PAGE>
                 INTERNATIONAL BUILDING TECHNOLOGIES GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                 Notes to the Consolidated Financial Statements
                                December 31, 2008

In connection  with this  transaction,  390,000  warrants to purchase the common
stock of the  Company at $.25 were  issued  with an  expiration  date of May 21,
2012. Utilizing the Black-Scholes valuation model and the following assumptions:
estimated  volatility  of 211.36%,  a  contractual  life of five  years,  a zero
dividend rate, 4.71% risk free interest rate, and the fair value of common stock
of $0.10 per share at date of grant,  the Company  determined the allocated fair
value of the warrant to be $38,012.  The Company has  recorded  this amount as a
debt  discount and is  amortizing  the debt discount over the term of this Note.
The  amortization is being recorded as interest  expense and totaled $23,230 for
the year ended  December 31, 2007 and for the period from  inception to December
31, 2007. No payments were due or made during the year.

On May 22, 2007 the  Company  entered  into a  Convertible  Promissory  Note for
$50,000  to be paid no later  than  March 21,  2008 with 11%  interest  rate per
annum.  On December  31,  2007,  the  Company and the Payee  amended the note to
change  the  interest  rate to  10%,  exclude  incentive  payments,  change  the
conversion rate to 60% instead of 50%, and extended the due date to December 31,
2009.  The Company has determined  that these  modified terms are  substantially
different than the original terms as defined in EITF 96-19, and, therefore, this
renegotiation  did result in the recognition of a $37,649 gain as of the date of
the amendment of the note. In connection with this transaction, 200,000 warrants
to  purchase  the  common  stock of the  Company  at $.25  were  issued  with an
expiration date of May 21, 2012. Utilizing the Black-Scholes valuation model and
the following  assumptions:  estimated volatility of 211.36%, a contractual life
of five years, a zero dividend rate, 4.76% risk free interest rate, and the fair
value  of  common  stock of  $0.10  per  share  at date of  grant,  the  Company
determined  the allocated  fair value of the warrant to be $19,494.  The Company
has recorded  this amount as a debt  discount and is amortizing it over the term
of this Note. The amortization is being recorded as interest expense and totaled
$14,231 for the year ended  December 31, 2007 and for the period from  inception
to December 31, 2007.

At any time,  the  Payee  may  convert  all or part of the  remaining  principal
balance and accrued  interest into shares of the Company's Common Stock based on
60% of the average of the lowest three closing bid prices in the past 20 trading
days immediately preceding such conversion so long as such conversions shall not
exceed 4.99% of the then outstanding common stock of the Company. In relation to
this  convertible  feature,  a  debt  discount  of  $30,506  was  calculated  in
accordance  with  EITF  00-27  and is  being  amortized  over  the  life  of the
debenture.  The  amortization is being recorded as interest  expense and totaled
$21,724 for the year ended  December 31, 2007 and for the period from  inception
to December 31, 2007.  During the fiscal year,  the Company paid the note holder
the accrued interest on the note of $3,346. As of December 31, 2007, the balance
of the note was $35,954.

On June 1, 2007,  the Company  entered into a Promissory  Note for $10,000 to be
paid no later than June 1, 2008 with an interest  rate of 11%.  On December  31,
2007,  the Company and the Payee amended the note to change the interest rate to
10%, exclude incentive  payments,  extend the due date to December 31, 2009, and
to insert a  conversion  clause which allows the Payee to convert all or part of
the remaining  principal  balance and accrued interest into the Company's Common
Stock based on 50% of the average of the lowest three  closing bid prices in the
past five trading days  immediately  preceding  such  conversion so long as such
conversions  shall not exceed 4.99% of the then outstanding  Common Stock of the
Company.  Accrued  interest  was also rolled up into the amended  note for a new
note balance of $0. The Company has  determined  that these  modified  terms are
substantially  different than the original terms as defined in EITF 96-19,  and,
therefore,  this renegotiation  result in the recognition of a $4,511 loss as of
the date of the amendment of the note. In relation to the convertible feature of
this note, a debt discount of $10,642 was  calculated  in  accordance  with EITF
00-27  and is  being  amortized  over  the  life of the  debenture.  There is no
amortization  as of year-end due to the amendment  date of the note. No payments
were due or made during the year.

On September 17, 2007, the Company  entered into a Convertible  Promissory  Note
for  $36,000 to be paid no later  than  August 28,  2008 with 11%  interest  per
annum.  On December  31,  2007,  the  Company and the Payee  amended the note to

                                      F-31
<PAGE>
                 INTERNATIONAL BUILDING TECHNOLOGIES GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                 Notes to the Consolidated Financial Statements
                                December 31, 2008

change  the  interest  rate to  10%,  exclude  incentive  payments,  change  the
conversion rate to 60% instead of 50%, and extended the due date to December 31,
2009.  Accrued  interest was also rolled up into the amended note for a new note
balance of $37,133.  The Company has  determined  that these  modified terms are
substantially  different than the original terms as defined in EITF 96-19,  and,
therefore, this renegotiation did result in the recognition of a $11,913 gain as
of the date of the amendment of the note. In connection  with this  transaction,
144,000 warrants to purchase the common stock of the Company at $.25 were issued
with an  expiration  date of September  17, 2012.  Utilizing  the  Black-Scholes
valuation model and the following assumptions:  estimated volatility of 299.55%,
a contractual life of five years, a zero dividend rate, 4.21% risk free interest
rate,  and the fair  value of common  stock of $0.02 per share at date of grant,
the Company determined the allocated fair value of the warrant to be $3,161. The
Company has recorded this amount as a debt  discount and is amortizing  the debt
discount  over the term of this Note.  The  amortization  is being  recorded  as
interest  expense and totaled $955 for the period from inception to December 31,
2007.

At any time,  the  Payee  may  convert  all or part of the  remaining  principal
balance and accrued  interest into shares of the Company's Common Stock based on
60% of the average of the lowest three closing bid prices in the past 20 trading
days immediately preceding such conversion so long as such conversions shall not
exceed 4.99% of the then outstanding common stock of the Company. In relation to
this  convertible  feature,  a  debt  discount  of  $32,839  was  calculated  in
accordance  with  EITF  00-27  and is  being  amortized  over  the  life  of the
debenture.  The  amortization is being recorded as interest  expense and totaled
$9,966 for the year ended December 31, 2007 and for the period from inception to
December 31, 2007. No payments were due or made during the year.

On September 17, 2007, the Company  entered into a Convertible  Promissory  Note
for  $30,000 to be paid no later  than  August 28,  2008 with 11%  interest  per
annum.  On December  31,  2007,  the  Company and the Payee  amended the note to
change  the  interest  rate to  10%,  exclude  incentive  payments,  change  the
conversion rate to 60% instead of 50%, and extended the due date to December 31,
2009.  Accrued  interest was also rolled up into the amended note for a new note
balance of $30,629.  The Company has  determined  that these  modified terms are
substantially  different than the original terms as defined in EITF 96-19,  and,
therefore, this renegotiation did result in the recognition of a $10,433 gain as
of the date of the amendment of the note. In connection  with this  transaction,
120,000 warrants to purchase the common stock of the Company at $.25 were issued
with an  expiration  date of September  17, 2012.  Utilizing  the  Black-Scholes
valuation model and the following assumptions:  estimated volatility of 299.55%,
a contractual life of five years, a zero dividend rate, 4.21% risk free interest
rate,  and the fair  value of common  stock of $0.02 per share at date of grant,
the Company determined the allocated fair value of the warrant to be $2,634. The
Company has recorded this amount as a debt  discount and is amortizing  the debt
discount  over the term of this Note.  The  amortization  is being  recorded  as
interest  expense and totaled $796 for the period from inception to December 31,
2007.

At any time,  the  Payee  may  convert  all or part of the  remaining  principal
balance and accrued  interest into shares of the Company's Common Stock based on
60% of the average of the lowest three closing bid prices in the past 20 trading
days immediately preceding such conversion so long as such conversions shall not
exceed 4.99% of the then outstanding common stock of the Company. In relation to
this  convertible  feature,  a  debt  discount  of  $27,366  was  calculated  in
accordance  with  EITF  00-27  and is  being  amortized  over  the  life  of the
debenture.  The  amortization is being recorded as interest  expense and totaled
$8,305 for the year ended December 31, 2007 and for the period from inception to
December 31, 2007. No payments were made or due during the year.

On October 5, 2007, the Company entered into a Promissory Note for $60,000 to be
paid no later than  August 5, 2008 with an interest  rate of 13.2%.  On December
31, 2007, the Company and the Payee amended the note to change the interest rate
to 10%, exclude  incentive  payments,  extend the due date to December 31, 2009,
and to insert a conversion  clause which allows the Payee to convert all or part

                                      F-32
<PAGE>
                 INTERNATIONAL BUILDING TECHNOLOGIES GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                 Notes to the Consolidated Financial Statements
                                December 31, 2008

of the  remaining  principal  balance and accrued  interest  into the  Company's
Common Stock based on 50% of the average of the lowest three  closing bid prices
in the past five trading days  immediately  preceding such conversion so long as
such conversions shall not exceed 4.99% of the then outstanding  Common Stock of
the Company. Accrued interest was also rolled up into the amended note for a new
note balance of $61,870.  The Company has  determined  that these modified terms
are  substantially  different  than the original terms as defined in EITF 96-19,
and, therefore,  this renegotiation  result in the recognition of a $25,524 loss
as of the date of the  amendment  of the note.  In relation  to the  convertible
feature of this note, a debt  discount of $58,512 was  calculated  in accordance
with EITF 00-27 and is being amortized over the life of the debenture.  There is
no amortization as of year-end due to the amendment date of the note.

In connection  with this  transaction,  240,000  warrants to purchase the common
stock of the Company at $.25 were issued  with an  expiration  date of August 5,
2012. Utilizing the Black-Scholes valuation model and the following assumptions:
estimated  volatility  of 332.74%,  a  contractual  life of five  years,  a zero
dividend rate, 4.33% risk free interest rate, and the fair value of common stock
of $0.014 per share at date of grant, the Company  determined the allocated fair
value of the warrant to be $3,358.  The Company  has  recorded  this amount as a
debt  discount and is  amortizing  the debt discount over the term of this Note.
The  amortization is being recorded as interest expense and totaled $951 for the
year ended  December 31, 2007 and for the period from  inception to December 31,
2007. No payments were due or made during the year.

On November 21, 2007, the Company entered into a Convertible Promissory Note for
$50,000 to be paid no later than  November 21, 2008 with 11% interest per annum.
On December 31, 2007,  the Company and the Payee  amended the note to change the
interest rate to 10%, exclude incentive payments,  change the conversion rate to
60% instead of 50%, and  extended  the due date to December  31,  2009.  Accrued
interest  was also  rolled up into the  amended  note for a new note  balance of
$50,603.  The Company has determined that these modified terms are substantially
different than the original terms as defined in EITF 96-19, and, therefore, this
renegotiation  did result in the recognition of a $18,083 gain as of the date of
the amendment of the note. In connection with this transaction, 200,000 warrants
to  purchase  the  common  stock of the  Company  at $.25  were  issued  with an
expiration  date of November 21, 2012.  Utilizing  the  Black-Scholes  valuation
model  and  the  following  assumptions:  estimated  volatility  of  332.74%,  a
contractual  life of five years, a zero dividend  rate,  3.4% risk free interest
rate,  and the fair value of common stock of $0.0021 per share at date of grant,
the Company  determined  the allocated fair value of the warrant to be $419. The
Company has recorded this amount as a debt  discount and is amortizing  the debt
discount  over the term of this Note.  The  amortization  is being  recorded  as
interest  expense and totaled $46 for the year ended  December  31, 2007 and for
the period from inception to December 31, 2007.

At any time,  the  Payee  may  convert  all or part of the  remaining  principal
balance and accrued  interest into shares of the Company's Common Stock based on
60% of the average of the lowest three closing bid prices in the past 20 trading
days immediately preceding such conversion so long as such conversions shall not
exceed 4.99% of the then outstanding common stock of the Company. In relation to
this  convertible  feature,  a  debt  discount  of  $50,183  was  calculated  in
accordance  with  EITF  00-27  and is  being  amortized  over  the  life  of the
debenture.  There is no amortization as of year-end due to the amendment date of
the note. No payments were made or due during the year.

On November 30, 2007, the Company entered into a Convertible Promissory Note for
$50,000 to be paid no later than  November 30, 2008 with 11% interest per annum.
On December 31, 2007,  the Company and the Payee  amended the note to change the
interest rate to 10%, exclude incentive payments,  change the conversion rate to
60% instead of 50%, and  extended  the due date to December  31,  2009.  Accrued
interest  was also  rolled up into the  amended  note for a new note  balance of
$50,240.   The  Company  has  determined  that  these  modified  terms  are  not
substantially  different than the original terms as defined in EITF 96-19,  and,
therefore,  this  renegotiation  did not result in the  recognition of a gain or
loss.  In connection  with this  transaction,  200,000  warrants to purchase the
common  stock of the  Company at $.25 were  issued  with an  expiration  date of
November 30, 2012. Utilizing the Black-Scholes valuation model and the following

                                      F-33
<PAGE>
                 INTERNATIONAL BUILDING TECHNOLOGIES GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                 Notes to the Consolidated Financial Statements
                                December 31, 2008

assumptions:  estimated volatility of 332.74%, a contractual life of five years,
a zero  dividend  rate,  3.41% risk free  interest  rate,  and the fair value of
common stock of $0.012 per share at date of grant,  the Company  determined  the
allocated fair value of the warrant to be $2,398.  The Company has recorded this
amount as a debt discount and is  amortizing  the debt discount over the term of
this Note. The  amortization  is being recorded as interest  expense and totaled
$200 for the year ended  December 31, 2007 and for the period from  inception to
December 31, 2007.

At any time,  the  Payee  may  convert  all or part of the  remaining  principal
balance and accrued  interest into shares of the Company's Common Stock based on
60% of the average of the lowest three closing bid prices in the past 20 trading
days immediately preceding such conversion so long as such conversions shall not
exceed 4.99% of the then outstanding common stock of the Company. In relation to
this  convertible  feature,  a  debt  discount  of  $47,842  was  calculated  in
accordance  with  EITF  00-27  and is  being  amortized  over  the  life  of the
debenture.  There is no amortization as of year-end due to the amendment date of
the note. No payments were made or due during the year.

NOTE 7: RELATED PARTY TRANSACTIONS

During 2007, the Company engaged in the following related party transactions:

Change in Control and Payment of Accrued Wages and Officers' Salary

As discussed in Note 2 - Material Events, on March 14, 2007, the Company entered
into a Stock  Sale and  Purchase  Agreement  with Mr.  David  W.  Keaveney,  the
Company's Chief Executive  Officer during that time ("Keaveney") and Mr. Kenneth
Yeung ("Yeung"), pursuant to which:

     a.   Keaveney  sold  his  ownership  interest  in  200,000  shares  of  the
          Company's  Series C  Preferred  Stock  ("Preferred  C") to Yeung for a
          purchase price of $10,000 (the shares were sold for $10,000, the exact
          value amount Keaveney exchanged for accrued wages when he received the
          Preferred C shares);
     b.   Yeung  agreed to  immediately  pay off an aggregate of $202,470 of the
          Company's  liabilities,  which debt reductions were intended to reduce
          outstanding  liabilities,  including  $48,788  owed by the  Company to
          David  Keaveney for accrued  salary and $38,115 owed by the Company to
          Rhonda Keaveney,  the Company's Chief Operating  Officer,  for accrued
          salary.  A balance of  $37,500  in  accrued  salary is due and owed to
          David Keaveney in which the Company has agreed to pay to Keaveney over
          6 months  with six  payments  of $7,250 per month  beginning  July 31,
          2007. As of December 31, 2007 $0 has been paid.

Additionally,  wages were paid to David Keaveney  totaling $14,308 and to Rhonda
Keaveney  totaling  $4,615  during the three months ended March 31, 2007.  Total
officers'  salary  expense  for the  three  months  ended  March  31,  2007  was
approximately  $61,499.  The balance of the $43,500 accrued salary owed to David
Keaveney was $37,500 prior to Keaveney  forgiving the accrued salary on December
3, 2007.  The  company  recognized  the  $37,500  as a gain  under  Discontinued
Operations on disposal of asset. See Note 9 - Discontinued Operations.

SALE OF WEBSITE DEVELOPMENT COSTS

On January 25, 2007, the Company sold the Scalecars.com website to a third party
for  the  agreed  price  of  $15,000.  The  website  development  costs  (net of
accumulated  amortization)  of $8,478 were presented  under the caption  "Assets
Held for Sale" on the December 31, 2006 balance  sheet.  The initial  payment of
$10,000  was paid  directly  to  David  Keaveney  for  accrued  salary,  and the
remaining $5,000 cash was received by the Company during March 2007. The gain on

                                      F-34
<PAGE>
                 INTERNATIONAL BUILDING TECHNOLOGIES GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                 Notes to the Consolidated Financial Statements
                                December 31, 2008

sale of the website is  included in the  Consolidated  Statement  of  Operations
under the caption "Income on disposal of assets."

ACCRUED EXPENSES - SHAREHOLDERS

During the year ended  December 31, 2008,  the accrued  wages and  reimbursement
related to traveling overseas was $43,716.

During the year ended  December  31,  2007,  Kenneth  Yeung,  the Company  Chief
Executive  Officer  was  reimbursed  and or advanced  cash for  various  company
related expenditures for traveling overseas. As of December 31, 2007 the balance
of ($1,574)  represents  the total cash that was  advanced  to the Mr.  Yeung in
excess of accrued expenses.

During the year ended December 31, 2007, the Company issued 6,508,142 shares and
$646 cash to a stockholder  is for payment of $35,000 in accrued  expenses owed.
The fair market value of the shares issued was $72,347.  Net accrued expenses at
the year ended December 31, 2007 totaled $79,000

PAYMENT OF DEBT

During the year ended  December 31, 2007, the Company  issued  7,376,787  common
shares valued at $96,190 and $431 cash to a stockholder for payment of principal
and interest on a $250,000 convertible note that was originally issued on August
21, 2006 and subsequently  amended on March 14, 2007. See Note 6 - Notes Payable
& Debt Discounts.

During the year ended  December 31, 2007, the Company  issued  9,812,000  common
shares valued at $16,746 to a stockholder  for payment of principal and interest
on a $129,240  amended  convertible  note dated May 8, 2007.  See Note 6 - Notes
Payable & Debt Discounts.

PROCEEDS FROM RELATED PARTIES

On September 17, 2007, the Company  entered into a Convertible  Promissory  Note
for $30,000 of proceeds received from a stockholder.  See Note 6 - Notes Payable
& Debt Discounts.

On November 30, 2007, the Company entered into a Convertible Promissory Note for
$50,000 of proceeds  received from a  stockholder.  See Note 6 - Notes Payable &
Debt Discounts.

NOTE 8: STOCKHOLDERS' EQUITY

PREFERRED STOCK

PREFERRED STOCK

On August 11, 2008, the Company amended  Preferred D stock and Preferred E stock
by increasing  the authorized  shares to 50,000,000  shares and amending the par
value of the preferred stocks to $0.001.

SERIES C PREFERRED STOCK

On August 28, 2008, the Company amended Series C Preferred stock to increase the
authorized  shares to  3,000,000  shares  par value  $0.001  and  decreased  the
conversion  rights to state that upon  written  request  from the Company and at
management's  discretion,  holders of Series C stock agree to convert each share
of Series C stock into $2.00 worth of the Company's  common stock.  On September
15, 2008, the Company sold 800,000 shares of Series C stock to its CEO,  Kenneth

                                      F-35
<PAGE>
                 INTERNATIONAL BUILDING TECHNOLOGIES GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                 Notes to the Consolidated Financial Statements
                                December 31, 2008

Yeung,  for $800 cash. At this time management does not intend on converting any
shares of Series Preferred C into common stock of the company.

On July 20, 2006, the Company  established and authorized up to 3,000,000 shares
of no par value  Series C  Preferred  Stock.  On  December  10, 2007 the Company
redefined the rights of the Series C Preferred to reduce the  authorized  shares
to 1,000,000 shares and to provide for mandatory redemption upon written request
by the Company.  According to the Statements of Financial  Accounting  Standards
No. 150,  "Accounting for Certain Financial  Instruments with Characteristics of
both  Liabilities  and  Equity,"  a  financial  instrument  that is  defined  as
"mandatorily  redeemable"  is  classified  as a  liability.  If  the  instrument
embodies a conditional obligation,  it is classified as "mandatorily redeemable"
if the event occurs or becomes certain to occur. As of year-end, the conditional
obligations  of Series C Preferred  Stock had not occurred nor were they certain
to occur, resulting in equity treatment.

The Series C shares have the following voting powers, designations, preferences,
limitations, restrictions and relative rights:

     a.   Designation: Series C Preferred Stock
     b.   Authorized Shares: 1,000,000
     c.   Liquidation Rights: None
     d.   Mandatory  Redemption  Rights:  Upon written request from the Company,
          Holder agrees to convert each Preferred  Series C Stock to $5.00 worth
          of INBG stock on a mandatory basis.

SERIES D PREFERRED STOCK

On July 11, 2008,  15,000 shares of Series D Preferred  stock was converted into
30,612,243 shares of the Company's common stock valued at $15,000.

During  2007,  the Company  designated  a new series of  preferred  stock called
Series D Preferred Stock. On December 10, 2007, the Company amended the Series D
Preferred Stock to have the following attributes:

     a.   Authorized Shares: 10,000,000
     b.   Dividends: Yes, at management's discretion
     c.   Liquidation Rights: Yes
     d.   Voting Rights: None
     e.   Conversion  Rights:   Each  share  of  Series  D  Preferred  Stock  is
          convertible to $1.00 worth of common stock based on 70% of the average
          of the  lowest 3 closing  bid prices  within the last 20 trading  days
          preceding conversion.

On December 12, 2007,  the Company  issued  50,000  shares of Series D Preferred
Stock to a Board of Director  member as  compensation  for serving as  Corporate
Secretary and Director of the Company during 2007.  Since the Series D Preferred
Stock has a convertible  feature, a Preferred Dividend of $50,000 was calculated
in accordance with EITF 00-27.

SERIES E PREFERRED STOCK

On November 4, 2008,  3500 shares of Series E Preferred stock was converted into
8,203,000 shares of the Company's common stock valued at $3,500.

Effective  March 31,  2008,  the  Company  and Suining  Yinfa  Construction  and
Engineering Co., Ltd., both agreed that it was in their best interest to rescind
the Asset Sale and Purchase  Agreement of the Rose Top Grade  Project due to the

                                      F-36
<PAGE>
                 INTERNATIONAL BUILDING TECHNOLOGIES GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                 Notes to the Consolidated Financial Statements
                                December 31, 2008

underperformance  of the  assets  and the  inability  of the  sellers  to record
transactions  as necessary to permit  preparation  of  financial  statements  in
conformity  with US GAAP.  Suining Yinfa agreed to return all 350,000  shares of
the Company's Series E Preferred Stock as part of the rescission and the Company
agreed to compensate  Suining  Yinfa for their work and time in connection  with
this  transaction  with 35,000 shares of the Company's Series E Preferred Stock.
The Company  issued the 35,000  shares of Series E Preferred  Stock on April 22,
2008. Since the Series E Preferred Stock has a convertible  feature, a Preferred
Dividend of $35,000 was calculated in accordance  with EITF 00-27.  See Note 7 -
Acquisitions and Investments.

On July 25,  2008,  the Company  amended  Series E Preferred  stock to amend the
conversion  terms of the series and to decrease the authorized  shares to 50,000
shares.  Due to the amendment of the conversion  feature of the existing  35,000
shares  of  Series E  Preferred  Stock,  a  Preferred  Dividend  of  29,862  was
calculated in accordance with EITF 00-27.

On August 1, 2008,  7,000 shares of Series E Preferred  stock was converted into
7,000,000 shares of the Company's common stock valued at $7,000.

On December 10,  2007,  the Company  designated a new series of preferred  stock
called the Series E Preferred stock with the following attributes:

     a.   Authorized Shares: 10,000,000
     b.   Dividends: Yes, at management's discretion
     c.   Liquidation Rights: Yes
     d.   Voting Rights: None
     e.   Conversion  Rights:  One year  after  issuance  each share of Series E
          Preferred Stock is convertible to $1.00 worth of common stock based on
          80% of the  average  closing  sales  prices  for the 10  trading  days
          preceding conversion.

The  Company  originally  issued a  $350,000  Convertible  Promissory  Note as a
deposit to purchase 51% of the Rose Top Project from Suining Yinfa  Construction
and  Engineering  Co.,  Ltd. On December 12,  2007,  the Company  converted  the
Promissory Note into 350,000 shares of the Company's  Series E Preferred  Stock.
Even though the Series E Preferred Stock has a convertible feature the preferred
shares are not convertible until December 2008.

Series F Preferred Stock
On April 23, 2008, the Company designated a new series of preferred stock called
the Series F Preferred stock with the following attributes:

     a.   Authorized Shares: 3,000,000
     b.   Dividends: 8% annual dividends, at management's discretion
     c.   Liquidation Rights: Yes
     d.   Voting Rights: None
     e.   Conversion  Rights:  Six months after  issuance each share of Series F
          Preferred Stock is convertible to $1.00 worth of common stock based on
          90% of the  average  closing  sales  prices  for  the 5  trading  days
          preceding conversion.

                                      F-37
<PAGE>
                 INTERNATIONAL BUILDING TECHNOLOGIES GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                 Notes to the Consolidated Financial Statements
                                December 31, 2008

On June 30,  2008,  the  Company  issued a total of  20,000  shares  of Series F
Preferred Stock for $20,000 cash paid as consideration for the shares. Since the
Series F Preferred  Stock has a  convertible  feature,  a Preferred  Dividend of
$4,154 was calculated in accordance with EITF 00-27.

Series B Preferred Stock
On December 10, 2007, the Company amended the Series B Preferred Stock to reduce
the total authorized  shares from 3,000,000 shares to 490,000 shares.  All other
attributes of Series B Preferred Stock remains unchanged.

COMMON STOCK

CONSULTING SERVICES

The Company  issued  42,577,182  shares and  25,644,210  shares of common  stock
valued $76,349 and $329,302 to consultants for contracted  services rendered for
the years ended December 31, 2008 and 2007 respectively.

During the year ended  December 31,  2007,  25,425,307  shares of the  Company's
common  stock  valued at $318,169  were issued  various  consultants  related to
current  operations  of the  company.  The  balance  of  218,903  shares  of the
Company's  common  stock  valued at $11,133  was  issued to various  consultants
related to discontinued operations.

COMMON STOCK ISSUED FOR REPAYMENT OF DEBT

During  the  year  ended  December  31,  2008,  the  Company  issued  a total of
434,791,958 shares of common stock valued $352,826 for payment and settlement of
debt.

The details of the issuance of common stock are summarized as follows:

During the quarter ended December 31, 2008, the company issued 13,356,000 shares
of common  stock  valued at $8,456 for  consulting  services.  The Company  also
issued 126,041,571 shares of common stock valued at $60,695 for the repayment of
debt.

During the quarter ended September 30, 2008, the company issued 7,465,007 shares
of common  stock  valued at $11,198 for  consulting  services.  The Company also
issued  191,414,386  shares of common stock valued at $161,615 for the repayment
of debt and  117,587,550  shares of common  stock valued at $122,000 in exchange
for cash payment.

On August 11,  2008,  the Company  amended  its  articles  of  incorporation  to
increase its authorized  capital stock to two billion shares,  consisting of (a)
one billion nine hundred  fifty million  (1,950,000,000)  shares of common stock
par  value  $0.00001  per share and (b)  fifty  million  (50,000,000)  shares of
preferred stock par value $0.001 per share issuable in one or more series.

During the quarter ended June 30, 2008, the company issued  12,910,053 shares of
common stock valued at $24,413 for consulting services.  The Company also issued
84,287,855  shares of common stock  valued at $68,480 for the  repayment of debt
and  44,085,526  shares of common  stock  valued at $57,000 in exchange for cash
payment.

During the quarter ended March 31, 2008, the Company issued  8,846,122 shares of
common stock valued at $32,283 for consulting services.  The Company also issued
33,048,146 shares of common stock valued at $62,036 for repayment of debt.

                                      F-38
<PAGE>
                 INTERNATIONAL BUILDING TECHNOLOGIES GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                 Notes to the Consolidated Financial Statements
                                December 31, 2008

On January 14,  2008,  the Company  signed a  settlement  agreement  whereby the
Company  agreed to pay a  previous  shareholder  $10,000  in cash and  3,000,000
shares of the Company's common stock (without  registration under the Securities
Act of 1933) as additional  and final  consideration  for the Series B Preferred
shares  he sold  back to the  Company.  The  value of the  shares at the date of
issuances is $13,500.  Total  Settlement cost of $23,500 was expensed during the
period ended March 31, 2008.

Amendment to Common Stock Par Value
On May 22, 2008, the Company amended the articles of  incorporation by adjusting
the par value of the  common  stock from  $0.001 to  $0.00001.  All  shareholder
equity accounts have been restated to reflect the adjustment to the par value as
of the earliest date presented in the financial statements.

During  the  year  ended  December  31,  2007,  the  Company  issued  a total of
17,908,788  shares of common stock valued $154,496 for payment and settlement of
debt. Of this amount,  720,001 shares of the common stock valued at $26,000 were
issued without registration under the Securities Act of 1933. The details are as
follows:

     -    During the first quarter 2007,  166,667 shares of the Company's common
          stock were issued to an officer for repayment of debt in lieu of cash.
          The shares were valued at $5,000 and were issued at market price.
     -    During the second  quarter of 2007,  the Company issued 333,334 shares
          of common stock valued at $23,333 to a third party to cancel a debt in
          the amount of $10,000.
     -    During the second  quarter of 2007,  the Company issued 220,000 shares
          of common stock valued at $13,200 to a third party to cancel a debt in
          the amount of $11,000.
     -    On August 21, 2006,  the Company  issued a $250,000  convertible  note
          payable to a shareholder  and an entity owned by such  shareholder  in
          exchange for the  retirement of the  shareholder's  Series B Preferred
          stock and all related  accrued  interest.  See Note 6 - Note Payable &
          Debt  Discounts.  On March 14,  2007,  the Note was  amended  with the
          monthly  payments  of $4,395  deferred  until June 1, 2007 and the due
          date  extended from August 30, 2007 to May 30, 2008. At any time after
          giving notice, the Holder has the option to convert all or part of the
          remaining  balance of the note into common stock of the Company  based
          on 75% of the  average of the lowest  five  closing  bid prices in the
          past 20 trading days immediately  preceding such conversion so long as
          such conversion shall not exceed 4.99% of the then outstanding  shares
          of common stock of the Company. During the second quarter of 2007, the
          note Holder was issued  1,979,771common  shares  valued at $70,531 for
          the  payment  of  principal  and  interest  on debt.  During the third
          quarter of 2007,  the note  Holder was issued  450,824  common  shares
          valued at $8,791 for the payment of  principal  and  interest on debt.
          During the fourth quarter of 2007 the note Holder was issued 4,946,192
          common  shares  valued at $16,868  for the  payment of  principal  and
          interest on debt.
     -    On May 8, 2007,  the Company  amended an earlier  Promissory  Note for
          $129,240.  At any time after giving notice,  the Holder has the option
          to  convert  all or part of the  remaining  balance  of the note  into
          common stock of the Company  based on 70% of the average of the lowest
          five  closing  bid  prices  in the past 20  trading  days  immediately
          preceding such conversion so long as such conversion  shall not exceed
          4.99% of the then  outstanding  shares of common stock of the Company.
          The note was bifurcated and assigned to two separate Note Holders, see
          Note 6 - Note Payable & Debt Discounts. During the fourth quarter both
          note holders were issued 9,812,000 common shares valued at $16,746 for
          the payment of principal and interest on debt.

                                      F-39
<PAGE>
                 INTERNATIONAL BUILDING TECHNOLOGIES GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                 Notes to the Consolidated Financial Statements
                                December 31, 2008

COMMON STOCK ISSUED FOR ASSET PURCHASE

On May 2, 2007,  the Company  entered into a Stock Sale and  Purchase  Agreement
with Axia Group, Inc. ("Axia"),  IBT and its Hong Kong subsidiary IBT Hong Kong,
pursuant to which the Company acquired  50,000,000  shares of IBT's common stock
from Axia for 20,000,000 common shares of the Company valued at $1,300,000.  The
value of the 20,000,000 common shares issued was determined based on the average
market price of the Company's common shares over the 2-day period before and the
terms  of  the  acquisition  were  agreed  to  and  announced  (see  Note  11  -
Acquisitions  and  Investments).  These shares were issued without  registration
under the Securities Act of 1933.

COMMON STOCK ISSUED FOR CASH

During the year ended December 31, 2007,  the Company sold  1,187,840  shares of
common stock to investors for $25,839 in cash.  These shares were issued without
registration under the Securities Act of 1933.

NOTE 9: DISCONTINUED OPERATIONS

At the end of the first quarter of 2007 the Company  discontinued all operations
related to the motor sports  business due to  increased  manufacturer's  prices,
slowing retail sales,  increased  competition  from online auction sites and the
consolidation of the die cast industry.  This includes  operations by its wholly
owned subsidiaries  Scottsdale Diecast,  Inc. ("SDI") and Quadriga  Motorsports,
Inc.  ("Quadriga").  The  Company  has since  shifted  focus to  developing  and
manufacturing  lightweight  panel  technology.  No income tax  expense  has been
recorded  related  to  the  discontinued  operations  given  the  Company's  net
operating  loss carry  forwards  and related  valuation  allowances.  Prior year
financial  statements for 2007 have been  reclassified to present the operations
of the motor sports business as discontinued operations. There is no activity in
the current year as of September 30, 2008 related to the motor sports business.

As of  December  31,  2008 and 2007  there  were $0 of  assets  and  liabilities
included in Assets Held for Sale and  Liabilities  Held for Sale that relates to
our motor sports business.

The  following  amounts,  related  to  our  motor  sports  business,  have  been
segregated from Continuing Operations and included in Discontinued Operations in
the Consolidated Statements of Operations:

                                                   2008               2007
                                                 ---------          ---------

Gross profit                                     $      --          $     (57)

Operating expenses
Selling, general and administrative                     --            170,040
Depreciation and amortization                           --             11,740
                                                 ---------          ---------
      Total operating expenses                          --           (181,780)
                                                 ---------          ---------

Other Income (expense):
Interest expense                                        --            (12,642)
Loss on extinguishment of debt                          --             70,728
Other income                                            --             (4,956)
                                                 ---------          ---------
      Total other income                                --             53,130
                                                 ---------          ---------

Gain (loss) from discontinuing operations        $      --          $(128,650)
                                                 =========          =========

                                      F-40
<PAGE>
                 INTERNATIONAL BUILDING TECHNOLOGIES GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                 Notes to the Consolidated Financial Statements
                                December 31, 2008

NOTE 10: INCOME TAXES

The Company  and its  subsidiaries  file income tax returns in the U.S.  Federal
Jurisdiction,  and various  states and foreign  jurisdictions.  No provision for
Hong Kong Profits Tax has been made for the periods presented as the Company and
its  subsidiaries  operating in Hong Kong have no assessable  profits during the
years being reported.

The Company believes sufficient  uncertainty exists regarding the realization of
net operating loss  carryforwards  and other timing  differences for the periods
presented.  Accordingly,  a valuation allowance has been provided for the entire
amount  related  thereto.  The valuation  allowance  increased by  approximately
$1,655,267  and  $217,774  during the years  ended  December  31, 2008 and 2007,
respectively.

The income tax  provision  differs from the amount of income tax  determined  by
applying the U.S. Federal and State income tax rates of 39% to pretax income for
the years ended December 31, 2008 and 2007 due to the following:

                                                    Year Ended December 31,
                                              ---------------------------------
                                                  2008                  2007
                                              -----------           -----------
Book income                                   $(1,886,834)          $  (472,205)

Change in derivative liability                    820,155                    --
Stock for services/option expense                      --               163,800
Accrued wages                                      16,270               (21,188)
Settlement                                         13,650                    --
Beneficial conversion                                  --                91,229
Warrant amortization                                   --                32,763
Minority interest                                      --                 5,850
Other                                                (122)                1,726
Valuation Allowance                             1,036,881               198,025
                                              -----------           -----------

Total Income tax provision                    $        --           $        --
                                              ===========           ===========

At December  31,  2008,  the Company had net  operating  loss  carryforwards  of
approximately  $3,652,000  that may be offset against future taxable income from
the year 2008 through 2028. No tax benefit has been reported in the December 31,
2008 consolidated financial statements since the potential tax benefit is offset
by a valuation allowance of the same amount.

Due to the change in  ownership  provisions  of the Tax Reform Act of 1986,  net
operating  loss  carryforwards  for Federal  income tax  reporting  purposes are
subject to annual limitations. Should a change in ownership occur, net operating
loss carryforwards may be limited as to use in future years.

Net deferred tax assets  consist of the following  components as of December 31,
2008 and 2007:

                                      F-41
<PAGE>
                 INTERNATIONAL BUILDING TECHNOLOGIES GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                 Notes to the Consolidated Financial Statements
                                December 31, 2008

                                                   Year Ended December 31,
                                            -----------------------------------
                                                2008                    2007
                                            -----------             -----------
Deferred tax assets:
  NOL carryover                             $ 2,030,310             $   993,429
  Accrued wages                                  16,270                      --
Deferred tax liabilities
  Depreciation                                   (4,485)                  6,011
Valuation Allowance                          (2,042,095)               (999,440)
                                            -----------             -----------
Total Income tax provision                  $        --             $        --
                                            ===========             ===========

The Company files income tax returns in the United States  federal  jurisdiction
and certain states in the United States and certain foreign jurisdictions.  With
a few  exceptions,  the company is no longer subject to U. S. Federal,  state or
non-U.S.  Income tax  examination by tax authorities on tax returns filed before
January 31, 2004. The Company  recently filed an extension for the U. S. Federal
return for the year ended December 31, 2008. The company has filed its 2007 U.S.
Federal return.  These U. S. federal returns are considered open tax years as of
the  date  of  these  consolidated  financial  statements.  No tax  returns  are
currently under examination by any tax authorities.

NOTE 11: ACQUISITIONS AND INVESTMENTS

INTERNATIONAL BUILDING TECHNOLOGIES, INC.

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

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

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

                                      F-42
<PAGE>
                 INTERNATIONAL BUILDING TECHNOLOGIES GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                 Notes to the Consolidated Financial Statements
                                December 31, 2008

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

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

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

The  following is the  supplemental  pro forma  information  that  discloses the
results of operations as though the business  combination  had been completed as
of the  beginning  of the  period  being  reported  on. A gain in the  amount of
$77,000 was recognized  prior to the acquisition by the Company.  This relief of
debt by the debt holder was part of the Stock Sale and Purchase Agreement.  This
item is a nonrecurring item and only applies to pro forma results of operations.
During the corresponding  periods in the preceding year, IBT had no activity and
the subsidiary IBT Hong Kong was not in existence.

SUINING YINFA CONSTRUCTION AND ENGINEERING CO. - ROSE TOP GRADE PROJECT

In July 2007, our wholly owned subsidiary,  International Building Technologies,
Co., Ltd. ("IBT LTD"), a Hong Kong  corporation,  entered into an Asset Sale and
Purchase Agreement with China based Suining Yinfa Construction & Engineering Co,
Ltd.  ("Suining  Yinfa") for 51% interest in a Chinese building  projected named
Rose Top Grade ("Rose  Best")  Project.  The Rose Best Project is located in the
Sichuan  Province of China and  consists of four upscale  residential  apartment
buildings  with a total  building  area of  approximately  49,500  square meters
(537,000  sq feet).  The Company  purchased  51% of the Rose Best  Project  from
Suining Yinfa for a $350,000 USD convertible promissory note, payable July 2009.
On December 12, 2007, the Company  converted the note into 350,000 shares of the
Company's Series E Preferred stock.

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

ACQUISITION OF WUHAN WUFENG MACHINERY MANUFACTURING COMPANY, LTD.

On April 16, 2008, the Company entered into a definitive  agreement to acquire a
92% stake in Wuhan Wufeng  Machinery  Manufacturing  Company,  Ltd.  ("Machinery
Co.")  from  Wuhan  Intepower  Company,  Ltd.,  a China  Corporation  ("Seller")
pursuant to a Stock Sale and Purchase  Agreement.  After transferring a 4% stake
to  certain  management  personnel  of the  Machinery  Co.  at the  close of the
transaction, the Company will own a net interest of 88% of the equity securities
of the Machinery Company.  The closing of this acquisition will occur as soon as
the audit of the books and  accounts of the  Machinery  Co. is  completed to the

                                      F-43
<PAGE>
                 INTERNATIONAL BUILDING TECHNOLOGIES GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                 Notes to the Consolidated Financial Statements
                                December 31, 2008

satisfaction of the Company and requisite  governmental  approvals are obtained.
On June 24,  2008,  the Company  received  requisite  governmental  approvals to
proceed with this transaction and during the third quarter,  the Company engaged
PCAOB  approved SEC  auditors  Albert Wong & Company to perform the audit of the
Machinery  Company.  Currently,  the  auditors are  performing  the audit of the
Machinery Company and the audit is expected to be completed soon. As of December
31, 2008, the Company has paid the 10% cash down payment on the acquisition. The
convertible  notes for the balance of the acquisition will be finalized  pending
the completion of the audit.

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

The  purchase  consideration  to be paid by the  Company to the  Seller  will be
approximately  U.S.  $1,500,000,  consisting  of cash  for  10% of the  purchase
consideration,  and three (3)  Convertible  Promissory  Notes  representing  the
balance of the  purchase  consideration.  At the  Seller's  option the notes are
convertible  into shares of the Company's  common stock at a value equivalent to
the notes.

NOTE 12: DERIVATIVE LIABILITY

As of December 31,  2008,  the common  stock  equivalents  of the Company on all
convertible  debentures  and  preferred  stock  exceeded  the total common stock
available for issuance by approximately by 14,612,428,071  shares. The Company's
Chief  Executive  Officer,  Kenneth Yeung,  holds  1,000,000  shares of Series C
Preferred Stock that are  convertible  into  6,666,666,667  common shares of the
Company.

Unless and until there is enough  authorized common stock available to cover all
common  stock  equivalents,  Mr.  Yeung will not  convert  any of his  preferred
shares. Furthermore, the stock is only convertible upon management's discretion.
Management  currently does not intend on converting  such stock.  Also,  warrant
options are not included in common stock equivalents since the exercise price of
$0.25 for the  warrant  exceeds  the fair value of common  stock of $0.0003  per
share on 12/31/08. The remaining common stock equivalent of 7,945,761,404 shares
has been accounted for as a derivative liability. Accordingly, the excess common
stock equivalents exceeding the total common stock available for issue is marked
to market through  earnings at the end of each reporting  period.  Utilizing the
Black-Scholes   valuation  model  and  the  following   assumptions:   estimated
volatility of 400.56%,  a contractual life of half a year, a zero dividend rate,
0.27% risk free interest rate,  exercise price of $0.00014 and the fair value of
common  stock of  $0.0003  per  share  as of  December  31,  2008,  the  Company
determined  the allocated fair value of the  derivative  liability.  The Company
reflected  an expense of  $2,137,962,  representing  the  initial  fair value of
excess common stock  equivalents  exceeding the total common stock available for
issuance.

NOTE 13: COMMITMENTS AND CONTINGENCIES

ROYALTIES

Under  the  terms of the  license  agreement  described  in Note 5 -  Intangible
Assets,  the Company is obligated to pay Michael  Wachholz a royalty equal to 7%
of all  revenues  generated  through the sale of GS610 brake  fluid.  Due to the
change in business from the motor sports  industry to the  manufacture  of light
weight building  panels,  the license was abandoned in accordance with Statement
of Financial  Accounting  Standard No. 144,  "Accounting  for the  Impairment or
Disposal of Long Lived  Assets." As a result no royalties were generated in 2008
or 2007.

                                      F-44
<PAGE>
                 INTERNATIONAL BUILDING TECHNOLOGIES GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                 Notes to the Consolidated Financial Statements
                                December 31, 2008

LITIGATION

As of December 31, 2008 there is no threatened or pending litigation against the
Company. The following lawsuit below was settled on April 16, 2007:

CASE NUMBER 05CV5129 X-CLEARING CORPORATION V. MOTORSPORTS EMPORIUM, INC.

During the third quarter of 2005, the Company was made a defendant in the matter
of  X-Clearing  Corporation,  FKA Global Stock  Transfer  and Global  Securities
Transfer v. Ten Stix,  Inc., NKA MotorSports  Emporium,  Inc.,  filed on July 1,
2005,  in the District  Court for the City and County of Denver  Colorado,  case
number 05CV5129.  The plaintiff alleged breach of contract,  collection of debts
owed and bad faith  pertaining  to  activities  of prior  management  and sought
damages in excess of $35,000.  In July 2006,  a judgment was entered in favor of
X-Clearing  Corporation against MotorSports Emporium for the principal amount of
$16,856 plus prejudgment interest of $3,640, in addition to costs and reasonable
attorney  fees. On November 27, 2006, the judgment was  domesticated  in Arizona
(CV2006-018060 and  CV2006-018061) for the amount of $20,496,  costs of $912 and
attorney fees of $19,231.  The judgment  will accrue  interest at the rate of 8%
per annum until paid.

On April 16, 2007, the Company paid X-Clearing $32,000 in cash and approximately
$958  also in cash to Ikon for  costs of  copying  or  printing  transfer  agent
records. Such amounts were accrued during the previous year.

The Company issued  1,500,000 shares and 1,500,000 shares common stock valued at
$7,500 and $6,000 to former  director on January 21, 2008 and  February 25, 2008
respectively.  The  issuance of common  stock was to resolve  the  non-litigated
dispute. In addition,  the Company also paid approximately $10,000 to settle the
dispute during the year ended December 31, 2008.

NOTE 14: STOCK OPTIONS AND WARRANTS

EMPLOYEE STOCK OPTIONS

The Company's  stock options  awarded to employees  contain a variable  exercise
price that is dependent  upon the market price of the Company's  common stock at
the date of exercise  and,  therefore,  are  accounted  for as variable  awards.
During the years ended December 31, 2008 and 2007, the Company recognized $0 and
$30,698,  respectively, of compensation expense associated with stock options of
which has been reclassified to discontinued Operation.

All shares  were  granted in 2006 and the first  quarter of 2007 and were valued
based on quoted  market  prices on the date of grant.  All  granted  shares were
fully exercised by the first quarter of 2007 and were expensed at that time.

As of December 31, 2008 and 2007 the Company had no stock options outstanding.

                                      F-45
<PAGE>
                 INTERNATIONAL BUILDING TECHNOLOGIES GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                 Notes to the Consolidated Financial Statements
                                December 31, 2008

The following chart  summarizes the Stock Options  activity of the Company as of
period ended December 31, 2008 and 2007.

                                                          Weighted Average
Date                                     Shares            Exercise Price
----                                     ------            --------------

Outstanding 12/31/2006                       --                     --
Granted                                 478,721                 $ 0.05
Exercised                              (478,421)                $ 0.05
Expired                                      --                     --
                                       --------                 ------

Outstanding at 12/31/2007                    --                     --
                                       ========                 ======

WARRANTS

The Company  issued  warrants in  connection  with the  promissory  notes signed
during the year ended December 31, 2007. Each warrant gives the holder the right
to subscribe to and purchase from the Company one share of the Company's  common
stock,  par value of $0.001,  exercisable at $0.25 per share any time after date
of issuance and is set to expire five years after date of issuance.  The Company
issued a total of 2,104,000 warrants for the year ended December 31, 2007. There
were no warrants grated during year ended December 31, 2008.

The fair value of each warrant award is estimated on the date of grant using the
Black-Scholes  option  valuation  model that uses the  assumptions  noted in the
following  table.  Expected  volatilities  are  based on  volatilities  from the
Company's  traded  common stock.  The expected  term of the warrants  granted is
estimated at the contractual term as noted in the individual  option  agreements
and represents  the period of time that the warrants  granted are expected to be
outstanding.  The risk-free rate for the periods within the contractual  life of
the  option  is based on the U.S.  Treasury  bond  rate in effect at the time of
grant for bonds with maturity dates at the estimated term of the options.

                                                      Year Ended
                                                   December 31, 2007
                                                   -----------------

Expected volatility                                211.36% - 332.74%
Weighted-average volatility                                   30.16%
Expected dividends                                 $              --
Expected term (in years)                                           5
Risk-free rate                                        3.4% - 4.76%

The following  table  summarizes  the warrants the Company issued as of the year
ended December 31, 2008.

<TABLE>
<CAPTION>
                                                                          Weighted-
                                                            Weighted-      Average
                                                             Average      Remaining       Aggregate
                                          Warrant           Exercise     Contractual      Intrinsic
Warrants                                   Shares             Price         Term             Value
--------                                   ------             -----         ----             -----
<S>                                      <C>                <C>                <C>        <C>
Outstanding at December 31, 2007          2,104,000          $0.25

Granted                                          --          $  --

Exercised                                        --          $  --

Forfeited or expired                             --          $  --
                                          ---------          -----      ---------          ---------
Outstanding at December 31, 2008          2,104,000          $0.25              5          $ 128,931
                                          =========          =====      =========          =========
Exercisable at December 31, 2008          2,104,000          $0.25              5          $ 128,931
                                          =========          =====      =========          =========
</TABLE>

                                      F-46
<PAGE>
                 INTERNATIONAL BUILDING TECHNOLOGIES GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                 Notes to the Consolidated Financial Statements
                                December 31, 2008

NOTE 15: SUBSEQUENT EVENTS

STOCK ISSUANCES

During the first  quarter of the fiscal  year  ending  December  31,  2009,  the
Company  issued  the  following   securities  without   registration  under  the
Securities Act of 1933:

The  Company  issued  37,389,530  shares of common  stock  valued at $7,478  for
repayment of debt in January 2009.

The  Company  issued  35,000,000  shares of common  stock  valued at $5,250  for
repayment of debt in January 2009.

The  Company  issued  39,900,000  shares of common  stock  valued at $3,990  for
repayment of debt in February 2009.

The  Company  issued  35,000,000  shares of common  stock  valued at $2,625  for
repayment of debt in February 2009.

The  Company  issued  45,000,000  shares of common  stock  valued at $4,500  for
repayment of debt in March 2009.

The  Company  issued  45,000,000  shares of common  stock  valued at $3,375  for
repayment of debt in March 2009.

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

The  Company  issued  46,000,000  shares of common  stock  valued at $3,450  for
repayment of debt in March 2009.

During the second  quarter of the fiscal  year  ended  December  31,  2009,  the
Company issued  40,000,000 shares of common stock valued at $4,000 for repayment
of debt.

AMENDMENT TO CONVERTIBLE PROMISSORY NOTES

On February  27, 2009,  the Company  amended the  conversion  feature of certain
promissory notes. The original conversion features are summarized in Note 6. The
amended conversion feature states that at any time, the Payee may convert all or
part of the remaining  principal balance and accrued interest into shares of the
Company's  Common Stock based on 75% of the average of the lowest 20 closing bid
prices in the past 20 trading days immediately preceding such conversion so long
as such conversions shall not exceed 4.99% of the then outstanding  common stock
of the Company.

                                      F-47