UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended September 30, 2011

o	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: 000-53452

ISLAND BREEZE INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Delaware	27-1742696
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

211 Benigno Blvd. Suite #201, Bellmawr, NJ	08031
(Address of principal executive offices)	(Zip Code)

(856) 931-1505

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files). Yes x No ¨

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

Large accelerated filer o

Accelerated filer o

Non-accelerated filer o

Smaller reporting company x

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date. As of October 31, 2011, the registrant had outstanding 26,975,282 shares of Class A Common Stock and 16,110,500 shares of Class B Common Stock.

Table of Contents

ISLAND BREEZE INTERNATIONAL, INC.

FORM 10-Q

FOR THE QUARTER ENDED SEPTEMBER 30, 2011

TABLE OF CONTENTS

		Page

PART I	FINANCIAL INFORMATION

Item 1.	Financial Statements	5
	Consolidated Balance Sheets	5
	Consolidated Statements of Operations	6
	Consolidated Statements of Changes in Stockholders' Equity	7
	Consolidated Statements of Cash Flow	8
	Notes to Unaudited Consolidated Financial Statements	9

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	27
Item 4	Controls and Procedures	27

PART II	OTHER INFORMATION

Item 1.	Legal Proceedings	28
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	28
Item 3.	Defaults Upon Senior Securities	28
Item 4.	(Removed and Reserved)	28
Item 5.	Other Information	28
Item 6.	Exhibits and Reports on 8-K	29

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Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995

Information included in this Form 10-Q may contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). This information may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Island Breeze International, Inc. (“We”, “Our” or the “Company”) to be materially different from the future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions and describe future plans, strategies and expectations, are generally identifiable by use of words "may," "should," "expect," "anticipate," "estimate," "believe," "intend" or "project" or the negative of these words or other variations on these words or comparable terminology. Forward-looking statements are based on assumptions that, although we believe are reasonable, may be incorrect, and there can be no assurance that any projections or other expectations included in any forward-looking statements will come to pass. Our actual results could differ materially from those expressed or implied by the forward-looking statements as a result of various factors. Except as required by applicable laws, we undertake no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.

Explanatory Note.

As used in this report, unless the context otherwise requires, the words “we”, “our” and “us” and words of similar import refers to Island Breeze International, Inc. and its solely owned Cayman Island subsidiary Island Breeze International (“IBI”). Since virtually all of our assets and operations are conducted through IBI, the discussions of our business and the risks we face and our historic economic performance, which are subsequently presented in this Form 10-Q, relate primarily to IBI. Specific discussions or comments relating to Island Breeze International will reference “IBI,” and those relating to Goldpoint Resources, Inc. our predecessor company, will reference “Goldpoint”.

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Prelude

We were formerly an exploration stage company named Goldpoint Resources, Inc. (“Goldpoint”), which owned an option to acquire a mineral claim in Clark County, Nevada.

GoldPoint was incorporated on June 29, 2007, under the laws of the State of Nevada. Prior to June 12, 2009, GoldPoint did not make any significant purchases or sale of assets, nor was it involved in any mergers, acquisitions or consolidations. Prior to such date, Goldpoint was an exploration stage corporation. It intended to be in the business of mineral property exploration and had the right to conduct exploration activities on one property. Immediately prior to June 12, 2009, GoldPoint had one Officer and two Directors and no employees.

As of June 12, 2009, Olympian Cruises, LLC (“Olympian”), a Delaware limited liability company, acquired control of Goldpoint in a transaction we refer to herein as the “Share Exchange” or the “Reverse Acquisition”. As of such date, Goldpoint issued 30,000,000 shares of its common stock (or approximately 77.8 % of Goldpoint’s common stock outstanding on that date) to Olympian. In return for such issuances of shares, Goldpoint received all of the outstanding shares of capital stock of IBI, a privately held exempt Cayman Islands company. Thus, IBI became Goldpoint’s wholly-owned subsidiary and the business of the subsidiary became its only operations.

Under the agreement relating to the Share Exchange (the “Exchange Agreement”), Goldpoint was required to merge into a newly formed Delaware corporation, thereby becoming a Delaware corporation, change its name to Island Breeze International, Inc. and change its authorized capital stock to 100,000,000 shares of Class A Common Stock, par value $0.001 per share, 16,110,500 shares of Class B Common Stock, par value $0.001 per share and 1,000,000 shares of preferred stock, par value $0.001 per share.

It was originally contemplated that the Merger would occur prior to the consummation of the Share Exchange and that 13,889,500 shares of Class A Common Stock and 16,110,500 shares of Class B Common Stock would be issued to Olympian on consummation of the Share Exchange. However, in order to facilitate the closing of the Share Exchange, Goldpoint and Olympian agreed to effect the Merger after the consummation of the Share Exchange rather than beforehand. The Merger occurred on September 15, 2009 and after consummation of the Merger, Olympian exchanged 16,110,500 shares of Class A Common Stock for an identical number of shares of Class B Common Stock.

The Class A and Class B Common Stock are substantially identical except that holders of Class A Common Stock have the right to cast one vote for each share held of record and holders of Class B Common Stock have the right to cast ten votes for each share held of record on all matters submitted to a vote of holders of common stock. The Class A Common Stock and Class B Common Stock vote together as a single class on all matters on which stockholders may vote, including the election of directors, except when class voting is required by applicable law. As a result of the Merger, Goldpoint’s outstanding common stock automatically became Class A Common Stock on a 1 for 1 basis.

The Company’s activities since the closing of the Share Exchange have been focused on developing entertainment (including gaming) cruises to nowhere, the development of which is the historic business of IBI. As of September 30, 2011, the Company owned one vessel, which it expects to substantially renovate and equip with gaming, restaurant and entertainment related equipment. On May 7, 2010, the company sold the Casino Royale, which it had previously owned. The company is currently evaluating port locations in East Asia and the United States for the establishment of its initial cruise operations.

On August 14, 2009, IBI, the Company’s wholly-owned subsidiary, formed a new wholly-owned subsidiary named Island Breeze International Asia Limited, a Hong Kong corporation. IBI may utilize this corporation to operate certain entertainment cruises in Asia, if such cruises are launched. From inception through the date of this filing there has been no activity in this corporation.

(Since only our Class A Common Stock is registered under the securities laws or is publicly traded, all references in this Report to our common stock refers to our Class A Common Stock unless specifically noted otherwise.)

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PART I FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

ISLAND BREEZE INTERNATIONAL, INC.

(A Development Stage Enterprise)

Consolidated Balance Sheets

	September 30,			December 31,
	2011			2010
	(Unaudited)
ASSETS
Current assets
Cash and cash equivalents	$	31,907		$	49,635
Other receivables		1,600			192,690
Prepaid expenses		118,568			102,899

Total current assets		152,075			345,224

Property and equipment, net		4,884			7,237
Gaming, entertainment equipment, and furniture not in use		687,093			687,343
Vessel under renovation - m/v Island Breeze (ex Atlantis)		10,422,798			10,146,073

Total assets	$	11,266,850		$	11,185,877

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable	$	218,793		$	196,835
Accrued expenses		173,465			194,967
Line of credit		145,000			-
Accrued interest - related parties		15,693			11,858
Accrued interest		80,534			26,920
Derivative liability		32,883			18,202
Notes payable - related parties		105,000			125,000
Notes payable – others		8,335			61,335
Convertible notes payable - related parties		45,000			-
Convertible notes payable		1,006,751			707,904

Total current liabilities		1,831,454			1,343,021

Commitments and contingencies

Stockholders' equity
Preferred stock, $0.001 par value, 1,000,000 authorized, none issued and outstanding at September 30, 2011 and December 31, 2010, respectively		-			-
Class A common stock: $0.001 par value; authorized 100,000,000; 26,975,282 and 26,242,082 issued and outstanding at September 30, 2011 and December 31, 2010, respectively		26,975			26,242
Class B common stock: $0.001 par value; 16,110,500 authorized, issued and outstanding at September 30, 2011 and December 31, 2010		16,111			16,111

Additional paid-in capital		19,614,815			19,461,419
Accumulated deficit during development stage		(10,222,505	)		(9,660,916	)

Total stockholders' equity		9,435,396			9,842,856

Total liabilities and stockholders’ equity	$	11,266,850		$	11,185,877

See Notes to Consolidated Financial Statements

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ISLAND BREEZE INTERNATIONAL, INC.

(A Development Stage Enterprise)

Consolidated Statements of Operations

(Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,						September 27, 2006 (inception) to September 30,
	2011			2010			2011			2010			2011

Revenues	$	-		$	-		$	-		$	-		$	-

Cost of Revenues		-			-			-			-			-

Gross Profit		-			-			-			-			-

General and administrative expenses		126,917			259,418			485,785			1,338,639			5,095,023

Operating loss		(126,917	)		(259,418	)		(485,785	)		(1,338,639	)		(5,095,023	)

Nonoperating expense:
Impairment of vessel and equipment		-			-			-			(4,061,544	)		(4,180,001	)
Gain (Loss) from revaluation of conversion option liability		18,892			(70,170	)		11,898			(97,937	)		(28,989	)
Loss from sale of equipment		-			(394,308	)		-			(394,308	)		(718,110	)
Interest income		-			25			4			86			1,291
Interest expense		(36,983	)		(21,720	)		(87,706	)		(57,073	)		(201,673	)

Loss before income tax expense		(145,008	)		(745,591	)		(561,589	)		(5,949,415	)		(10,222,505	)

Income tax expense		-			-			-			-			-

Net Loss	$	(145,008	)	$	(745,591	)	$	(561,589	)	$	(5,949,415	)	$	(10,222,505	)

Net loss per share, basic	$	(0.00	)	$	(0.02	)	$	(0.01	)	$	(0.14	)
Net loss per share, diluted	$	(0.00	)		(0.02	)		(0.01	)		(0.14	)

Weighted average number of shares of common stock outstanding, basic		43,085,782			41,772,670			42,888,179			41,394,406
Weighted average number of shares of common stock outstanding, diluted		43,085,782			41,772,670			42,888,179			41,394,406

See Notes to Consolidated Financial Statements

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ISLAND BREEZE INTERNATIONAL, INC.

(A Development Stage Enterprise)

Consolidated Statements of Changes in Stockholders' Equity

(Unaudited)

																	Accumulated
																	Deficit
	Common Stock											Common		Additional			During
	Shares					Amount						Stock		Paid-In			Development
	Class A			Class B		Class A			Class B			to be issued		Capital			Stage			Total
September 27, 2006 (Inception)		13,889,500			16,110,500	$	13,889		$	16,111		-		$	(30,000	)	$	-		$	-
Additional cash contributions to equity		-			-		-			-		-			5,003,926			-			5,003,926
Net loss		-			-		-			-		-			-			(172,009	)		(172,009	)
Balance, December 31, 2006		13,889,500			16,110,500		13,889			16,111		-			4,973,926			(172,009	)		4,831,917
Additional cash contributions to equity		-			-		-			-		-			4,970,795			-			4,970,795
Net loss		-			-		-			-		-			-			(616,907	)		(616,907	)
Balance, December 31, 2007		13,889,500			16,110,500		13,889			16,111		-			9,944,721			(788,916	)		9,185,805
Additional cash contributions to equity		-			-		-			-		-			1,032,676			-			1,032,676
Net loss		-			-		-			-		-			-			(618,411	)		(618,411	)
Balance, December 31, 2008		13,889,500			16,110,500		13,889			16,111		-			10,977,397			(1,407,327	)		9,600,070

Stock issued in recapitalization pursuant to reverse merger		3,500,000			-		3,500			-		-			(3,500	)		-			-
Convertible note issued for cancelled officer shares		(2,000,000	)		-		(2,000	)		-		-			(168,000	)		-			(170,000	)
Shares issued for convertible notes payable at $1.00 per share in June, 2009		5,566,795			-		5,567			-		-			5,561,228			-			5,566,795
Shares issued for convertible notes payable at $0.50 per share in June, 2009		300,049			-		300			-		-			149,725			-			150,025
Shares issued for services at $0.70 per shares in June, 2009		500,000			-		500			-		-			349,500			-			350,000
Shares issued for services at $0.20 per share in June, 2009		25,000			-		25			-		-			4,975			-			5,000
Shares sold for cash at $0.50 per share in June, 2009		20,000			-		20			-		-			9,980			-			10,000
Shares issued for services at $0.50 per share in July, 2009		270,000			-		270			-		-			134,730			-			135,000
Shares sold for cash at $0.50 per share in July, 2009		420,000			-		420			-		-			209,580			-			210,000
Shares sold for cash at $0.50 per share in August, 2009		280,000			-		280			-		-			139,720			-			140,000
Shares sold for cash at $0.50 per share in September, 2009		175,000			-		175			-		-			87,325			-			87,500
Shares issued for convertible notes payable at $0.28 per share in September, 2009		600,000			-		600			-		-			169,400			-			170,000
Shares issued for services at $0.50 per share in September, 2009		25,000			-		25			-		-			12,475			-			12,500
Shares sold for cash at $0.25 per share in October, 2009		80,000			-		80			-		-			19,920			-			20,000
Shares sold for cash at $0.50 per share in October, 2009		20,000			-		20			-		-			9,980			-			10,000
Shares issued for services at $0.50 per share in November, 2009		642,500			-		643.00			-		-			320,607			-			321,250
Shares issued for services at $0.50 per share in December, 2009		10,000			-		10			-		-			4,990			-			5,000
Additional cash contributions to capital		-			-		-			-		-			590,262			-			590,262
Net loss for the year ended December 31, 2009		-			-		-			-		-			-			(1,623,928	)		(1,623,928	)
Balance, December 31, 2009		24,323,844			16,110,500		24,324			16,111		-			18,580,294			(3,031,255	)		15,589,474

Shares issued for services at $0.50 per share in January, 2010		210,000			-		210			-		-			104,790			-			105,000
Shares issued for services at $0.50 per share in February, 2010		235,000			-		235			-		-			117,265			-			117,500
Shares sold for cash at $0.50 per share in February, 2010		202,000			-		202			-		-			100,798			-			101,000
Shares issued for services at $0.50 per share in March, 2010		175,000			-		175			-		-			87,325			-			87,500
Shares sold for cash at $0.50 per share in March, 2010		129,000			-		129			-		-			64,371			-			64,500
Shares issued for services at $0.50 per share in April, 2010		32,000			-		32			-		-			15,968			-			16,000
Shares sold for cash at $0.50 per share in April, 2010		172,000			-		172			-		-			85,828			-			86,000
Shares issued for services at $0.50 per share in June, 2010		150,000			-		150			-		-			74,850			-			75,000
Shares issued for services at $0.51 per share in July, 2010		50,000			-		50			-		-			25,450			-			25,500
Shares issued at $0.49 per share as origination fee for note payable in September, 2010		8,000			-		8			-		-			3,912			-			3,920
Shares issued at $0.2412 per share for conversion of note payable in October, 2010		41,459			-		41			-		-			9,959			-			10,000
Shares issued at $0.1876 per share for conversion of note payable in October, 2010		53,305			-		53			-		-			9,947			-			10,000
Shares issued at $0.1675 per share for conversion of note payable in November, 2010		59,701			-		60			-		-			9,940			-			10,000
Shares issued at $0.1414 per share for conversion of note payable in November, 2010		70,721			-		71			-		-			9,929			-			10,000
Shares issued at $0.1675 per share for conversion of note payable in December, 2010		89,552			-		90			-		-			14,910			-			15,000
Conversion option liability charged to APIC at time of conversion		-			-		-			-		-			32,028			-			32,028
Shares issued at $0.64 per share as loan origination fees in October, 2010		5,000			-		5			-		-			3,200			-			3,205
Shares issued at $0.28 per share as loan origination fees in November, 2010		3,000			-		3			-		-			837			-			840
Shares issued at $0.30 per share as loan origination fees in November, 2010		15,000			-		15			-		-			4,485			-			4,500
Shares issued at $0.33 per share as loan origination fees in November, 2010		15,000			-		15			-		-			4,935			-			4,950
Shares issued at $0.24 per share as loan origination fees in December, 2010		2,500			-		2			-		-			598			-			600
Shares sold for cash at $0.50 per share in November, 2010		200,000			-		200			-		-			99,800			-			100,000
Net loss for the year ended December 31, 2010		-			-		-			-		-			-			(6,629,661	)		(6,629,661	)
Balance, December 31, 2010		26,242,082			16,110,500		26,242			16,111		-			19,461,419			(9,660,916	)		9,842,856

Shares issued at $0.1407 per share for conversion of note payable in January 2011		71,073			-		71			-		-			9,929			-			10,000
Shares issued at $0.1273 per share for conversion of note payable in January 2011		94,266			-		94			-		-			11,906			-			12,000
Shares issued at $0.1117 per share for conversion of note payable in January 2011		102,060			-		102			-		-			12,131			-			12,233
Shares issued at$0.18 per share for conversion of note payable in February 2011		28,246			-		28			-		-			5,022			-			5,050
Shares issued at $0.15 per share for conversion of note payable in March 2011		75,400			-		75			-		-			11,235			-			11,310
Derivative liability charged to APIC at time of conversion		-			-		-			-		-			18,202			-			18,202
Shares issued at $0.25 per share as loan origination fees in March 2011		38,000			-		38			-		-			9,462			-			9,500
Shares issued at $0.18 per share as loan origination fees in March 2011		22,500			-		23			-		-			4,027			-			4,050
Shares issued for services at $0.25 per share in March 2011		163,500			-		164			-		-			40,711			-			40,875
Shares issued under SIP at $0.25 per share in March 2011		60,000			-		60			-		-			14,940			-			15,000
Shares issued for services at $0.25 per share in March 2011		20,000			-		20			-		-			4,980			-			5,000
Net loss for the quarter ended March 31, 2011		-			-		-			-		-			-			(268,235	)		(268,235	)
Balance, March 31, 2011 (unaudited)		26,917,127			16,110,500		26,917			16,111		-			19,603,964			(9,929,151	)		9,717,841

Common stock to be issued at $0.15 per share as loan origination fees in June 2011		-			-		-			-		525			-			-			525
Net loss for the quarter ended June 30, 2011		-			-		-			-		-			-			(148,346	)		(148,346	)
Balance, June 30, 2011 (unaudited)		26,917,127			16,110,500	$	26,917		$	16,111	$	525		$	19,603,964		$	(10,077,497	)	$	9,570,020

Common stock issued at $0.15 per share for June 2011 loan origination fees		3,500			-		4			-		(525	)		521			-			-
Common stock issued at $0.19 per share for September 2011 loan origination fees		54,655			-		54			-		-			10,330			-			10,384
Net loss for the quarter ended September 30, 2011		-			-		-			-		-			-			(145,008	)		(145,008	)
Balance September 30, 2011 (unaudited)		26,975,282			16,110,500	$	26,975		$	16,111	$	-		$	19,614,815		$	(10,222,505	)	$	9,435,396

See Notes to Consolidated Financial Statements

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ISLAND BREEZE INTERNATIONAL, INC.

(A Development Stage Enterprise)

Consolidated Statements of Cash Flows

(Unaudited)

	Nine Months Ended September 30,						Sept 27, 2006 (inception) to
	2011			2010			September 30, 2011
Cash Flows From Operating Activities
Net loss	$	(561,589	)	$	(5,949,415	)	$	(10,222,505	)
Adjustments to reconcile net loss to cash used in operating activities:
Depreciation		2,353			1,774			15,205
Amortization of discount on notes payable		2,079			1,933			11,422
Impairment of tangible asset		-			4,061,544			4,180,001
Loss on sale of equipment		-			394,308			718,110
Revaluation of derivative liability		(11,899)			97,937			28,988
Stock issued for services		60,875			426,500			1,316,125
Stock issued for loan origination fee		24,459			3,920			42,474
Stock issued for interest		-			-			25
Changes in assets and liabilities
Prepaid expenses		(15,669	)		221,825			(118,568	)
Other accounts receivable		191,090			-			189,490
Accounts Payable		21,958			(407,935	)		218,794
Accrued expense		(21,502	)		(21,599	)		201,251
Accrued interest - related parties		3,835			4,225			9,604
Accrued interest		66,757			40,366			111,408

Net cash used in operating activities		(237,253	)		(1,124,617	)		(3,298,176	)

Cash Flows From Investing Activities
Purchase of furniture and equipment		-			-			(20,097	)
Proceeds from sale of assets		250			1,136,387			1,172,250
Purchase of assets - Island Breeze and m/v Casino Royale		(276,725	)		(329,356	)		(17,173,531	)

Net cash provided by (used in) investing activities		(276,475	)		807,031			(16,021,378	)

Cash Flows From Financing Activities
Proceeds from line of credit		145,000			-			145,000
Proceeds from issuance of convertible notes		385,000			275,000			6,726,362
Proceeds from issuance of notes		-			-			399,000
Principal payments on notes payable – other		(53,000	)		(96,144	)		(189,144	)
Principal payments on convertible notes		(6,000	)		-			(6,000	)
Proceeds from issuance of common stock for cash		-			251,500			809,000
Proceeds from notes payable related parties		45,000			-			45,000
Payments of notes payable related parties		(20,000	)		(17,411	)		(175,416	)
Contributed capital		-			-			11,597,659
Net cash provided by financing activities		496,000			412,945			19,351,461

Net increase (decrease) in cash and cash equivalents		(17,728	)		95,359			31,907

Cash and cash equivalents, beginning of period		49,635			77,333			-

Cash and cash equivalents, end of period	$	31,907		$	172,692		$	31,907

Cash paid during the period for:

Interest	$	15,035		$	771		$	31,903

Taxes	$	-		$	-		$	-

Supplemental Information and Non-monetary Transactions:

Issuance of stock for convertible debt and accrued interest	$	50,223		$	-		$	6,044,096
Issuance of stock for services	$	60,875		$	426,500		$	1,626,125
Issuance of stock for loan origination fee	$	24,459		$	3,920		$	42,474
Capitalized accrued interest	$	-		$	-		$	597,699
Issuance of convertible debt for stock	$	-		$	-		$	170,000
Reclass conversion option liability to additional paid-in capital	$	18,202		$	-		$	18,202

See Notes to Consolidated Financial Statements

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ISLAND BREEZE INTERNATIONAL, INC.

(A DEVELOPMENT STAGE ENTERPRISE)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1 - BASIS OF PRESENTATION AND NATURE OF BUSINESS

Basis of Presentation

Island Breeze International, Inc. (“IB International” or the “Company”, “we”, “our”), a development-stage enterprise under the provisions of ASC 915 “Development Stage Enterprises” is the holding company of Island Breeze International (“IBI”). IBI’s core business is focused on developing and operating entertainment day cruises. The mission of IBI is to develop the next generation entertainment product for the discerning population, who demand excellence and an alternative closer to home.

On June 12, 2009 IB International’s predecessor, Goldpoint Resources, Inc. (“Goldpoint”), acquired all of the issued and outstanding capital stock of IBI, a privately held exempt Cayman Islands company, which before closing was a wholly-owned subsidiary of Olympian Cruises, LLC (“Olympian”), a Delaware Limited Liability Company.

As of June 12, 2009, Olympian acquired control of Goldpoint in a transaction we referred to herein as the Share Exchange. As of such date, Goldpoint issued 30,000,000 shares of its common stock (or approximately 77.8 % of Goldpoint’s common stock outstanding on the date hereof) to Olympian. In return for such issuances of shares, Goldpoint received all of the outstanding shares of capital stock of IBI thus, IBI became Goldpoint’s wholly-owned subsidiary and the business of the subsidiary constitutes our only operations.

Since this transaction resulted in existing shareholders of IBI acquiring control of Goldpoint, for financial reporting purposes, the business combination has been accounted for as an additional capitalization of Goldpoint (a reverse acquisition with IBI as the accounting acquirer). As the operations of IBI are the only continuing operations of the Company, in accounting for the transaction, IBI is deemed to be the purchaser for financial reporting purposes. Accordingly, IBI’s net assets were included in the consolidated balance sheet at their historical value.

Under the agreement relating to the Share Exchange (the “Exchange Agreement”), we were required to merge into a newly formed Delaware corporation (the “Merger”), thereby became a Delaware corporation, change our name to Island Breeze International, Inc. and change our authorized capital stock to 100,000,000 shares of Class A Common Stock, par value $0.001 per share, 16,110,500 shares of Class B Common Stock, par value $0.001 per share and 1,000,000 shares of preferred stock, par value $0.001 per share.

As a result of the Merger, Goldpoint, our predecessor Nevada Corporation, no longer exists, our name has changed to Island Breeze International, Inc. and each outstanding share of Goldpoint’s common stock, $0.001 par value, has been automatically converted into one share of Class A Common Stock of IB International. Each outstanding stock certificate representing Goldpoint common stock is deemed, without any action by the shareholder to represent the same number of shares of Class A Common Stock of IB International. Stockholders did not need to exchange their stock certificates as a result of the Merger.

Also, as contemplated in the Exchange Agreement, Olympian exchanged 16,110,500 shares of Class A Common Stock for and identical number of Class B Common Stock. The Class A and Class B Common Stock are substantially identical except that holders of Class A Common Stock will have the right to cast one vote for each share held of record and holders of Class B Common Stock have the right to cast ten votes for each share held of record on all matters submitted to a vote of holders of common stock. The Class A Common Stock and Class B Common Stock vote together as a single class on all matters on which stockholders may vote, including the election of directors, except when class voting is required by applicable law.

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The difference in voting rights described above increases the voting power of the Class B Common stockholders and, accordingly, has an anti-takeover effect. The existence of the Class B Common Stock may make the Company a less attractive target for a hostile takeover bid or render more difficult or discourage a merger proposal, an unfriendly tender offer, a proxy contest, or the removal of incumbent management, even if such transactions were favored by the stockholders of the Company other than the Class B Common stockholders. Thus, the stockholders may be deprived of an opportunity to sell their shares at a premium over prevailing market prices, in the event of a hostile takeover bid. Those seeking to acquire the Company through a business combination will be compelled to consult first with the Class B Common stockholders in order to negotiate the terms of such business combination. Any such proposed business combination will have to be approved by our Board of Directors, which may be under the control of the Class B Common stockholders, and if stockholder approval is required, the approval of the Class B Common stockholders will be necessary before any such business combination can be consummated.

On September 15, 2009, the Company adopted its 2009 Stock Incentive Plan (the “Plan” of “SIP“). We adopted the 2009 Plan to provide a means by which employees, directors, and consultants of the Company and those of our subsidiaries and other designated affiliates, which we refer to together as our affiliates, may be granted awards of our Class A Common Stock, be given the opportunity to purchase our Class A Common Stock and be granted other benefits including those measured by increases in the value of our Class A Common Stock, to assist in retaining the services of such persons, to secure and retain the services of persons capable of filling such positions and to provide incentives for such persons to exert maximum efforts for our success and the success of our affiliates.

Subject to the terms of the Plan, the plan administrator, currently the Company’s Board of Directors, shall determine the provisions, terms, and conditions of each award including, but not limited to, the vesting schedules, repurchase provisions, rights of first refusal, forfeiture provisions, form of payment (cash, shares, or other consideration) upon settlement, payment contingencies, performance criteria for vesting and other matters. During the three months ended September 30, 2011, the Company awarded no shares of Class A Common Stock under the Plan. On September 30, 2011 there are 4,705,000 shares are available for issuance under the Plan.

Nature of Business

Effective on the closing of the Share Exchange mentioned above, we abandoned all activities related to our mining business and our activities are conducted exclusively through IBI.

IBI was incorporated under the laws of the Cayman Islands as an exempt company on September 27, 2006. We have had no revenue and have no operations. Our efforts since our inception have been focused on developing and operating entertainment day cruises. We own one vessel, which we expect to substantially renovate and equip with gaming, restaurant and entertainment related equipment. The ports that we previously considered for the Company’s initial operations included ports in Florida and Texas. We continue to evaluate ports in the United States from which to launch our initial operations. The Company has identified and is evaluating a berthing location in North Charleston, South Carolina. We also continue to focus on international locations, primarily in East Asia where we may also establish our cruise operations, with a particular focus on home port locations in the Hong Kong Special Administrative Region of China and Taiwan. We believe that the East Asian market presents opportunities for the launch of our cruise business. In this effort, we have established a registered branch office in Taipei, Taiwan. We contemplated opening a representative office in Shanghai, which is located in mainland China; however we have recently decided to delay our efforts in mainland China until operations are first established in Hong Kong or Taiwan.

We do not have the cash reserves required to complete the renovations of our vessel or to commence operations. We believe that we will need at least $12,000,000 of outside funding for us to launch our vessel and initiate our business. We may also decide to acquire another vessel from which we may establish our initial operations, which will require an undetermined amount of outside funding to acquire and initiate our entertainment cruise operations. We currently expect to renovate the m/v Island Breeze (the “Island Breeze”), a 410 foot vessel currently located in Greece which we acquired on September 12, 2007. After renovations are complete, we expect the Island Breeze to have a passenger capacity of approximately 1,000 passengers. Further, we expect that after the completion of renovations, the Island Breeze will feature a buffet restaurant, sport bar, a VIP lounge, showroom, and a full casino complete with slot machines and table games, although the final configuration may vary. Upon completion of renovations of the Island Breeze, we intend to place the Island Breeze in service and establish our planned entertainment cruise operation from a yet to be determined port location. If our initial operations are located in East Asia, we may decide to acquire another vessel from which we can commence our initial operations. It would be anticipated that such a vessel will have a sufficient number of cabins to accommodate passengers on overnight or multi-day cruises versus the shorter duration cruises that can be operated by the Island Breeze.

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NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

The accompanying unaudited interim consolidated financial statements have been prepared by the Company, in accordance with generally accepted accounting principles pursuant to Regulation S-X of the Securities and Exchange Commission. Accordingly, these interim financial statements should be read in conjunction with the Company’s financial statements and related notes as contained in Form 10-K for the year ended December 31, 2010. In the opinion of management, the interim consolidated financial statements reflect all adjustments, including normal recurring adjustments, necessary for fair presentation of the interim periods presented. The results of the operations for the three months and nine months ended September 30, 2011 are not necessarily indicative of the results of operations to be expected for the full year.

Principles of Consolidation

The accompanying consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP.”) The accompanying consolidated financial statements include the financial statements of the Company, and its subsidiary IB International. All inter-company transactions and balances between the Company and its subsidiary are eliminated upon

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.

Cash and Cash Equivalents

For the purposes of the statement of cash flows, cash equivalents include highly liquid debt instruments with original maturities of three months or less which are not securing any corporate obligations.

Prepaid Expenses

Prepaid expenses are primarily comprised of advance payments made to vendors for equipment and services. The Company records prepaid expenses at the expected recovery amount.

Property and Equipment

Property and equipment is stated at the historical cost, less accumulated depreciation. Depreciation on property, plant and equipment is provided using the straight-line method over the estimated useful lives of the assets for both financial and income tax reporting purpose as follows:

	Years
Vessel		30
Vessel improvement		3-28
Machinery and equipment		10
Computer hardware and software		3-5

We capitalize costs that are directly related to the purchase and renovation of the vessels. We capitalize interest as part of vessel acquisition costs and other capital projects during their renovation period. Upon placing the vessels into service, the vessels will be depreciated over their useful lives and the costs of repairs and maintenance, including minor improvement costs, will be charged to expenses as incurred. Further, upon placing vessels into service, specifically identified or estimated cost and accumulated depreciation of previously capitalized vessel components will be written off upon replacement.

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Dry-dock costs primarily represent planned major maintenance activities that are incurred when a vessel is taken out of service for scheduled maintenance. These costs will be expensed as incurred.

Long-lived Assets

Long-lived assets primarily include property and equipment and intangible assets with finite lives. Long-lived assets are reviewed on a regular basis or, when such events occur that may require management to perform an interim review, for the existence of facts and circumstances that may suggest that the carrying amount of an asset or group of assets may not be recoverable. Recoverability of long-lived assets or groups of assets is assessed based on a comparison of the carrying amount to the estimated undiscounted future cash flows. If estimated future undiscounted net cash flows are less than the carrying amount, the asset is considered impaired and expense is recorded at an amount required to reduce the carrying amount to fair value. Determining the fair value of long-lived assets includes significant judgment by management, and different judgments could yield different results.

During the three and nine months ended September 30, 2011, the Company did not recognize any impairment to its long lived assets. The Company has recognized an aggregate of $4,180,001 in impairment expense associated with the mv Casino Royale (which was sold on May 7, 2010) and associated gaming equipment.

Advertising expense

The Company expenses advertising costs as incurred. The Company incurred no advertising expense for the three and nine months ended September 30, 2011 and 2010 respectively.

Income Taxes

The Company accounts for income taxes under ASC 740 "Income Taxes". Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.

Comprehensive Income

Comprehensive income includes net income and also considers the effect of other changes to stockholders’ equity that are not required to be recorded in determining net income, but are rather reported as a separate component of stockholders’ equity. During the three and nine months ended September 30, 2011 and 2010 there were no sources of other comprehensive income.

Fair Value of Financial Instruments

The Company's financial instruments as defined by FASB ASC 825-10-50 include cash, trade accounts receivable, accounts payable and accrued expenses. All instruments are accounted for on a historical cost basis, which, due to the short maturity of these financial instruments, approximates fair value at September 30, 2011. FASB ASC 820 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles, and expands disclosures about fair value measurements. ASC 820 establishes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value as follows:

Level 1. Observable inputs such as quoted prices in active markets;

Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and

Level 3. Unobservable inputs in which there is little or no market data, which requires the reporting entity to develop its own assumptions.

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The Company did not have any fair value adjustments for assets and liabilities measured at fair value on a nonrecurring basis during the three and nine months ended September 30, 2011. The Company recognized an aggregate of $4,061,544 in impairment expense associated with the sale of a vessel on May 7, 2010.

Earnings Per Share Information

FASB ASC 260, “Earnings Per Share” provides for calculation of "basic" and "diluted" earnings per share. Basic earnings per share includes no dilution and is computed by dividing net income (loss) available to common shareholders by the weighted average common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. During the three and nine months ended September 30, 2011 and 2010, and from inception to September 30, 2011, common stock equivalents were not included in the calculation of the diluted weighted average number of common shares outstanding because they would be anti-dilutive, thereby decreasing the net loss per common share.

At September 30, 2011, the following convertible securities were not included in the fully-diluted loss per share because the result would have been anti-dilutive: debt convertible into 991,808 shares at $0.50 per share, debt convertible into 260,000 shares at $0.25 per share, debt convertible into 2,057,750 shares at $0.20 per share, debt convertible into 480,000 shares at $0.15 per share and debt convertible into 454,545 at $0.11 per share.

Share Based Compensation

ASC 718 "Compensation - Stock Compensation" prescribes accounting and reporting standards for all stock-based payments award to employees, including employee stock options, restricted stock, employee stock purchase plans and stock appreciation rights, may be classified as either equity or liabilities. The Company should determine if a present obligation to settle the share-based payment transaction in cash or other assets exists. A present obligation to settle in cash or other assets exists if: (a) the option to settle by issuing equity instruments lacks commercial substance or (b) the present obligation is implied because of an entity's past practices or stated policies. If a present obligation exists, the transaction should be recognized as a liability; otherwise, the transaction should be recognized as equity.

The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50 "Equity - Based Payments to Non-Employees". Measurement of share-based payment transactions with non-employees shall be based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction should be determined at the earlier of performance commitment date or performance completion date.

Going Concern

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the accompanying consolidated financial statements the Company incurred losses from operations of $145,008 and $745,591 for the three months ended September 30, 2011 and 2010, respectively, $561,589 and $5,949,415 for the nine months ended September 30, 2011 and 2010, respectively, and $10,222,505 from inception (September 27, 2006) through September 30, 2011. In addition, the Company’s current liabilities exceed its current assets by $1,679,379, as of September 30, 2011. These factors among others, including the Company’s current cash position, which was $31,907 as of September 30, 2011, may indicate that the Company may be unable to continue as a going concern for a reasonable period of time absent the infusion of substantial additional capital.

If adequate funds are raised upon a debt or equity financing transaction and operations results improve significantly, management believes that the Company can meets its ongoing obligations and continue to operate. However, no assurance can be given that management’s actions will result in the resolution of its liquidity problems or its eventual emergence as a profitable company.

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The Company's forward looking plan to continue as a going concern is primarily based upon raising additional capital in the form of debt or equity to enable us to initiate and sustain operations as an entertainment cruise business. We have had and will continue to have discussions with third parties to accomplish this goal which may result in our issuing equity securities, borrowing funds and issuing debt securities, restructuring existing debt, entering into joint ventures with third parties, selling assets, including gaming and other equipment we own or our vessel the mv Island Breeze, or any combination or the foregoing. Also, we have and will continue to implement plans to reduce our expenses consistent with our underlying business plan. There can be no assurance that our efforts in this regard will ultimately be successful.

The accompanying consolidated financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.

Recent Accounting Pronouncements

Recently Issued Standards

In the nine months ended September 30, 2011, the Financial Accounting Standards Board (“FASB”) has issued ASU No. 2011-01 through ASU No. 2011-09, which is not expected to have a material impact on the consolidated financial statements upon adoption.

NOTE 3 - PROPERTY AND EQUIPMENT, NET

Property and equipment as of September 30, 2011 and December 31, 2010 were as follows:

	September 30,		December 31,
	2011		2010
	(Unaudited)
Furniture and fixtures	$	3,844	$	3,844
Office equipment		12,672		12,672
Computer software		3,573		3,573
		20,089		20,089

Less accumulated depreciation		15,205		12,852

Property and equipment, net	$	4,884	$	7,237,

Depreciation expense was $675 and $565 for the three months ended September 30, 2011 and 2010, respectively, $2,353 and $1,774 for the nine months ended September 30, 2011 and 2010, respectively, and $15,205 since inception.

NOTE 4 – GAMING, ENTERTAINMENT EQUIPMENT, AND FURNITURE NOT IN USE

On May 23, 2008, the Company acquired the m/v Casino Royale from Catino, S.A. The total costs related to the purchase of the vessel were $4,622,164. On May 7, 2010 we sold the Casino Royale for $1,970,815, which net of various adjustments including relocation expenses, resulted in us realizing $887,000. The sale excluded all gaming and entertainment equipment and furniture located on board the Casino Royale, which we believe had a current value of approximately $2,000,000. During the year ended December 31, 2010, the Company sold certain of these assets with an aggregate book value of $1,312,657 for cash of $285,000 and a receivable of $191,090. The Company also recorded a revaluation loss of $118,457, and a loss on the sale of assets of $718,110. At September 30, 2011, assets with a book value of $687,093 remain on the Company’s balance sheet.

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NOTE 5 – VESSEL UNDER RENOVATION – M/V ISLAND BREEZE (EX ATLANTIS)

On September 12, 2007, the Company completed the purchase of the passenger ship m/v Atlantis, and subsequently renamed it the m/v Island Breeze. The total costs related to the purchase of the vessel were $8,039,645. As of September 30, 2011, the Company has paid an additional $2,383,153 in renovation costs for a total cost of $10,422,798.

The m/v Island Breeze is currently moored in Elefsina Bay, near Piraeus, Greece. We estimate that the full scale renovation of the Island Breeze will cost an additional $5,750,000 and will take approximately four months from the commencement of full scale renovations, which will occur after the required financing is secured. Additionally, we anticipate that we will incur an additional $2,600,000 of costs related to the purchase and installation of gaming equipment, IT equipment, and other furniture, fixtures & equipment. However, we believe that such costs can be reduced if we were to utilize, in part or in whole, the gaming equipment, IT equipment, and other furniture and fixtures that we removed from the Casino Royale prior to its sale. Further, we will continue to incur additional carrying costs related to the Island Breeze while we seek to secure the financing necessary to renovate and refit the vessel. We may modify the scope of the renovations if we are unable to secure the financing we require to complete the contemplated renovations.

NOTE 6 – DERIVATIVE LIABILITY

In June 2008, the FASB issued new accounting guidance, which requires entities to evaluate whether an equity-linked financial instrument (or embedded feature) is indexed to its own stock by assessing the instrument’s contingent exercise provisions and settlement provisions. Instruments not indexed to their own stock fail to meet the scope exception of ASC 815 “Derivative and Hedging” and should be classified as a liability and marked-to-market. The statement is effective for fiscal years beginning after December 15, 2008 and is to be applied to outstanding instruments upon adoption with the cumulative effect of the change in accounting principle recognized as an adjustment to the opening balance of retained earnings.

ASC 815-40 mandates a two-step process for evaluating whether an equity-linked financial instrument or embedded feature is indexed to the entity’s own stock. As disclosed in Note 7 (q), during April of 2010, the Company entered into a convertible loan which contains a variable conversion price. In accordance with ASC 815-40, this conversion option is classified as a derivative liability and was valued at $9,343. This amount was credited to conversion option liability when the note was issued. The estimated values of the conversion options were determined using the Black-Scholes pricing model and the following assumptions: Expected volatility of 35% - 61%; Expected life (years) of .63 to .17; risk free interest rate of 0.24% to 0.22%; and dividend rate of 0. During the year ended December 31, 2010, the entire discount of $9,343 was amortized. As disclosed in Note 7 (q), during June of 2011, the Company entered into a convertible loan in the amount of $50,000 which contains a variable conversion price. In accordance with ASC 815-40, this conversion option is classified as a derivative liability and was valued at $44,782. This amount was credited to conversion option liability when the note was issued. The estimated values of the conversion options were determined using the Black-Scholes pricing model and the following assumptions: Expected volatility of 35% - 61%; Expected life (years) of .63 to .17; risk free interest rate of 0.24% to 0.22%; and dividend rate of 0. During the three and nine months ended September 30, 2011, $1,631 and $2,079 of this discount was amortized respectively, and at September 30, 2011, the amount of unamortized discount was $42,703.

Based upon ASC 840-15-25 the Company has adopted a sequencing approach regarding the application of ASC 815-40 to its outstanding convertible securities. Pursuant to the sequencing approach, the Company evaluates its contracts based upon earliest issuance date. Accordingly, sufficient shares are deemed available to satisfy the potential conversion of the conventional convertible notes issued and these previously issued conventional convertible notes are not classified as derivatives.

NOTE 7 – NOTES AND LOANS PAYABLE

Notes and loans payable consist of the following at September 30, 2011 and December 31, 2010:

	September 30,		December 31,
	2011		2010
	(Unaudited)
Notes payable - related parties, (a)(d)	$	105,000	$	125,000
Notes payable – others, (c)		8,335		61,335
Convertible notes payable – related parties, (v)		45,000		-
Convertible notes payable, net, (e) through (ai) except (v)		1,006,751		707,904
	$	1,165,086	$	894,239

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(a)

On December 1, 2008 and December 5, 2008 the Company borrowed an aggregated sum of $90,000 from officers and directors of the Company. The Company issued Promissory Notes with a term of one year at an interest rate of 5% that accrues to term. The Notes were subsequently reissued under the original terms of the Notes and are payable along with accrued interest on December 1, 2011 and December 5, 2011. During the year ended December 31, 2010, the Company made principal payments in the amount of $5,000 on these Notes. During the period from January 1, 2011 to June 30, 2011, the Company made principal payments of $20,000 and accrued interest payments of $2,135 on these Notes. On September 30, 2011, the aggregate principal balance of the Notes was $65,000 and accrued interest was $9,702

(c)

On June 18, 2009, the Company borrowed $250,000 and issued a Promissory Note evidencing this loan. This loan, plus interest at the rate of 12% per annum and is payable 90 days from the date of issue. We also issued 25,000 shares of Class A common stock in connection with this loan. On September 17, 2009 the Company reissued the Promissory Note under the original terms, for $227,479, which included the original principle amount less a $30,000 principal pay down plus accrued interest. The Promissory Note is payable 90 days from date of issue. We also issued 25,000 shares of Class A common stock in connection with the extension of this loan. On December 17, 2009 the Company reissued the Promissory Note under the original terms, for $200,788, which included the original principle amount less a $30,000 principal pay down plus accrued interest. The Promissory Note is payable 104 days from date of issue. We also issued 5,000 shares of Class A common stock in connection with the extension of this loan. On April 1, 2010, the Company reissued the Promissory Note under the original terms, for $167,335, which included accrued interest. The Promissory Note was payable six months from date of issue. On October 1, 2010, the Company reissued the Promissory Note under the original terms, for $91,335 and is payable along with accrued interest on March 31, 2011. Subsequent to the due date, the lender verbally agreed to extend the Note on a month-to-month basis until paid in full. During the period from January 1, 2011 to September 30, 2011, the Company made aggregate principal payments in the amount of $53,000. At September 30, 2011, the Note balance was $8,335 and accrued interest on the Note was $5,187.

(d)

On October 9, 2009, the Company borrowed $49,000 and issued a Promissory Note to our majority shareholder, Olympian Cruises, LLC. Olympian owns 13,889,500 shares of Class A Common Stock and 16,110,500 shares of Class B Common Stock, which were issued to Olympian during the Share Exchange with Island Breeze International, Inc. on June 12, 2009. The managing members of Olympian include three officers of Island Breeze International, Inc. The Promissory Note provides for interest at the rate of 5% per annum and is payable along with principal, one year from the date of issue. On January 13, 2010, the Company made a principal payment in the amount of $500. On June 3, 2010, the Company made a principal payment in the amount of $500. On August 30, 2010, the Company made a principal payment in the amount of $8,000. On October 9, 2010, the Company reissued the Promissory Note under the original terms for $40,000 payable along with accrued interest on October 9, 2011. On September 30, 2011, the Note balance was $40,000 and accrued interest on the Note was $4,079.

(e)

On November 6, 2009, the Company borrowed $300,000 and issued a Convertible Promissory Note evidencing this loan. This loan, plus interest at the rate of 10% per annum and is payable twelve months from the date of issue. On or before the maturity date, upon written notice to the Company, the Lender may elect to convert the principal amount of this Note into shares of Class A common stock at a conversion price of $0.50 per share, which is based upon the subscription price of our Securities Purchase Agreement offering at the time of loan. The Company also issued 120,000 shares of Class A common stock in connection with this loan. On November 17, 2010, the Company reissued the Note under the original terms in the amount of $330,904 which included accrued interest of $30,904. As additional consideration for the lender agreeing to this transaction, the Company issued 15,000 restricted shares of its Class A common stock to the note holder. On March 1, 2011, the Note was reissued in the amount of $330,904, with a maturity date of June 1, 2011. As additional consideration of the lender agreeing to this transaction, the Company issued 10,000 restricted shares of its Class A common stock to the Note holder. On the maturity of the loan, the lender verbally agreed to extend the note on a month-to-month basis on the current terms until such time as the Company has sufficient cash liquidity to satisfy the obligation in full. On September 30, 2011, the Note balance was $330,904 and accrued interest on the Note was $28,738.

(f)

On November 17, 2009, the Company borrowed $72,000 and issued a Convertible Promissory Note evidencing this loan. This loan, plus interest at the rate of 10% per annum and is payable twelve months from the date of issue. On or before the maturity date, upon written notice to the Company, the Lender may elect to convert the principal amount of this Note into shares of Class A common stock at a conversion price of $0.50 per share, which is based upon the subscription price of our Securities Purchase Agreement offering at the time of loan. The Company also issued 22,500 shares of Class A common stock in connection with this loan. On November 23, 2010, the Company issued a new Convertible Promissory Note in the principal amount of $72,000 to replace the expiring note. The new note bears interest at the rate of 12% per annum, and is payable in one installment on February 23, 2011. On November 24, 2010, the Company paid accrued interest in the amount of $7,318. The Company also issued 15,000 shares of Class A common stock in connection with the new note. On March 4, 2011, the Company issued a new Convertible Promissory Note in the principal amount of $72,000 to replace the expiring Note. The new Note bears interest at the rate of 15% per annum, a conversion price of $0.15 per share, and is payable in one installment on May 31, 2011. On March 8, 2011, the Company paid accrued interest in the amount of $2,369. The Company also issued 30,000 shares of Class A common stock in connection with the new Note. On August 14, 2011, the Company executed an extension on the Note thru September 30, 2011. The Company paid accrued interest, thru the period ending June 30, 2011, in the amount of $3,515 and also issued 35,000 shares of Class A common stock in connection with the extension. Subsequent to the due date, the lender verbally agreed to extend the Note on a month-to-month basis until paid in full. On September 30, 2011, the Note balance was $72,000 and accrued interest on the Note was $2,722.

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(g)

On December 18, 2009, the Company borrowed $10,000 and issued a Convertible Promissory Note evidencing this loan. This loan, plus interest at the rate of 10% per annum and is payable twelve months from the date of issue. On or before the maturity date, upon written notice to the Company, the Lender may elect to convert the principal amount of this Note into shares of Class A common stock at a conversion price of $0.50 per share, which is based upon the subscription price of our Securities Purchase Agreement offering at the time of loan. On March 31, 2011, the holder of the Note converted the principal balance of $10,000 and accrued interest of $1,310 into 75,400 shares of Class A common shares which satisfied the Company’s obligations under this Note.

(h)

On December 31, 2009, the Company borrowed $10,000 and issued a Convertible Promissory Note evidencing this loan. This loan, plus interest at the rate of 10% per annum and is payable twelve months from the date of issue. On or before the maturity date, upon written notice to the Company, the Lender may elect to convert the principal amount of this Note into shares of Class A common stock at a conversion price of $0.50 per share, which is based upon the subscription price of our Securities Purchase Agreement offering at the time of loan. The Company also issued 2,000 shares of Class A common stock in connection with this loan. On February 11, 2011, the Company reissued the Note with a maturity date of September 30, 2011 and a conversion price of $0.25 per share. As additional consideration of the lender agreeing to this transaction, the Company issued 1,000 restricted shares of its Class A common stock to the Note holder. On the maturity of the loan, the lender verbally agreed to extend the note on a month-to-month basis on the current terms until such time as the Company has sufficient cash liquidity to satisfy the obligation in full. On September 30, 2011, the Note balance was $10,000 and accrued interest was $1,748.

(i)

On December 31, 2009, the Company borrowed $15,000 and issued a Convertible Promissory Note evidencing this loan. This loan, plus interest at the rate of 10% per annum and is payable twelve months from the date of issue. On or before the maturity date, upon written notice to the Company, the Lender may elect to convert the principal amount of this Note into shares of Class A common stock at a conversion price of $0.50 per share, which is based upon the subscription price of our Securities Purchase Agreement offering at the time of loan. The Company also issued 3,000 shares of Class A common stock in connection with this loan. On the maturity of the loan, the lender verbally agreed to extend the note on a month-to-month basis on the current terms until such time as the Company has sufficient cash liquidity to satisfy the obligation in full. On September 30, 2011, the Note balance was $15,000 and accrued interest was $2,620.

(j)

On February 1, 2010, the Company borrowed $10,000 and issued a Convertible Promissory Note evidencing this loan. This loan, plus interest at the rate of 10% per annum, is payable twelve months from the date of issue. On or before the maturity date, upon written notice to the Company, the Lender may elect to convert the principal amount of this Note into shares of Class A common stock at a conversion price of $0.50 per share, which is based upon the subscription price of our Securities Purchase Agreement offering at the time of loan. The Company also issued 1,000 shares of Class A common stock in connection with this loan. On February 16, 2011, the holder converted $4,000 of principal and $1,084 of accrued interest due on the Note into 28,246 shares of Class A common stock. We paid the lender $6,000 of remaining principal due to satisfy the Company’s obligations under the Note.

(k)

On February 3, 2010, the Company borrowed $20,000 and issued a Convertible Promissory Note evidencing this loan. This loan, plus interest at the rate of 10% per annum, is payable twelve months from the date of issue. On or before the maturity date, upon written notice to the Company, the Lender may elect to convert the principal amount of this Note into shares of Class A common stock at a conversion price of $0.50 per share, which is based upon the subscription price of our Securities Purchase Agreement offering at the time of loan. The Company also issued 4,000 shares of Class A common stock in connection with this loan. On February 11, 2011, the Company reissued the Note with a maturity date of September 30, 2011 and a conversion price of $0.25 per share. As additional consideration of the lender agreeing to this transaction, the Company issued 2,000 restricted shares of its Class A common stock to the Note holder. On July 28, 2011, the Lender cancelled this Note and rolled the principal in the amount of $20,000 and accrued interest in the amount of $2,953 into a new note as referenced in Note 7(ag) of this report.

(l)

On February 13, 2010, the Company borrowed $30,000 and issued a Convertible Promissory Note evidencing this loan. This loan, plus interest at the rate of 10% per annum, is payable twelve months from the date of issue. On or before the maturity date, upon written notice to the Company, the Lender may elect to convert the principal amount of this Note into shares of Class A common stock at a conversion price of $0.50 per share, which is based upon the subscription price of our Securities Purchase Agreement offering at the time of loan. The Company also issued 6,000 shares of Class A common stock in connection with this loan. On the maturity of the loan, the lender verbally agreed to extend the note on a month-to-month basis on the current terms until such time as the Company has sufficient cash liquidity to satisfy the obligation in full. On September 30, 2011, the Note balance was $30,000 and accrued interest on the Note was $4,892.

(m)

On February 16, 2010, the Company borrowed $10,000 and issued a Convertible Promissory Note evidencing this loan. This loan, plus interest at the rate of 10% per annum, is payable twelve months from the date of issue. On or before the maturity date, upon written notice to the Company, the Lender may elect to convert the principal amount of this Note into shares of Class A common stock at a conversion price of $0.50 per share, which is based upon the subscription price of our Securities Purchase Agreement offering at the time of loan. The Company also issued 1,000 shares of Class A common stock in connection with this loan. On the maturity of the loan, the lender verbally agreed to extend the note on a month-to-month basis on the current terms until such time as the Company has sufficient cash liquidity to satisfy the obligation in full. On September 30, 2011, the Note balance was $10,000 and accrued interest on the Note was $1,616.

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(n)

On February 19, 2010, the Company borrowed $10,000 and issued a Convertible Promissory Note evidencing this loan. This loan, plus interest at the rate of 10% per annum, is payable twelve months from the date of issue. On or before the maturity date, upon written notice to the Company, the Lender may elect to convert the principal amount of this Note into shares of Class A common stock at a conversion price of $0.50 per share, which is based upon the subscription price of our Securities Purchase Agreement offering at the time of loan. The Company also issued 1,000 shares of Class A common stock in connection with this loan. On the maturity of the loan, the lender verbally agreed to extend the note on a month-to-month basis on the current terms until such time as the Company has sufficient cash liquidity to satisfy the obligation in full. On September 30, 2011, the Note balance was $10,000 and accrued interest on the Note was $1,613.

(o)

On February 19, 2010, the Company borrowed $10,000 and issued a Convertible Promissory Note evidencing this loan. This loan, plus interest at the rate of 10% per annum, is payable twelve months from the date of issue. On or before the maturity date, upon written notice to the Company, the Lender may elect to convert the principal amount of this Note into shares of Class A common stock at a conversion price of $0.50 per share, which is based upon the subscription price of our Securities Purchase Agreement offering at the time of loan. The Company also issued 1,000 shares of Class A common stock in connection with this loan. On February 19, 2011, the Company reissued the Note with a maturity date of September 30, 2011 and a conversion price of $0.25 per share. As additional consideration of the lender agreeing to this transaction, the Company issued 1,000 restricted shares of its Class A common stock to the Note holder. On the maturity of the loan, the lender verbally agreed to extend the note on a month-to-month basis on the current terms until such time as the Company has sufficient cash liquidity to satisfy the obligation in full. On September 30, 2011, the Note balance was $10,000 and accrued interest on the Note was $1,613.

(p)

(q)

On April 16, 2010, we entered into a Securities Purchase Agreement (“SPA”) with an investor and pursuant thereto issued an 8% convertible promissory note in the amount of $85,000 that is convertible into shares of Class A Common Stock. The loan is due in full along with accrued interest on December 1, 2010. The Investor has the right to convert all or any part of the outstanding and unpaid principal amount, as well as the interest accrued on this note into fully paid and non-assessable shares of Common Stock. The conversion price is sixty-seven percent of the average of the three lowest bid prices on the over-the-counter bulletin board during the 10-day period prior to the conversion. During the period commencing on the execution of the note and ending 180 days thereafter, subject to certain limitations, provided the Investor has not sent us a notice of conversion, we have the right to redeem the note for an amount equal to 150 percent of the outstanding principal amount of the note plus the interest accrued and unpaid thereon, plus certain other adjustments. Because the conversion price is based upon the price of the Company stock and is a variable price, this convertible note is considered a derivative liability pursuant to ASC 815-40 (Note 6). The beneficial derivative liability was valued via the Black-Scholes valuation method at $9,343 at the time the note was issued. This amount is considered a discount to the note, and is being amortized to interest expense over the life of the note. During the year ended December 31, 2010, the entire discount of $9,343 was amortized. During the year ended December 31, 2010, principal in the amount of $55,000 was converted into 314,738 shares of the Company’s Class A Common stock. During the period January 1, 2011 to March 31, 2011, the remaining principal in the amount of $30,000 and accrued interest in the amount of $4,233 was converted into 267,399 Class A common shares which satisfied the Company’s obligations under this Note. On June 13, 2011 we entered into a SPA with an investor and issued an 8% convertible promissory note, under identical terms as denoted above, in the amount of $50,000 that is convertible into shares of Class A Common Stock. The loan is due in full along with accrued interest on March 5, 2012. The beneficial derivative liability was valued via the Black-Scholes valuation method at $44,782 at the time the note was issued. During the six months ended September 30, 2011, $2,079 of the discount was amortized, and at September 30, 2011 the amount of unamortized discount was $42,703. On September 30, 2011, the Note balance was $50,000 and accrued interest on the Note was $1,194.

(r)

On June 15, 2010, the Company borrowed $10,000 and issued a Convertible Promissory Note evidencing this loan. This loan, plus interest at the rate of 10% per annum, is payable twelve months from the date of issue. On or before the maturity date, upon written notice to the Company, the Lender may elect to convert the principal amount of this Note into shares of Class A common stock at a conversion price of $0.50 per share, which is based upon the subscription price of our Securities Purchase Agreement offering at the time of loan. On the maturity of the loan, the lender verbally agreed to extend the note on a month-to-month basis on the current terms until such time as the Company has sufficient cash liquidity to satisfy the obligation in full. On September 30, 2011, the Note balance was $10,000 and accrued interest on the Note was $1,293.

(s)

On September 29, 2010, the Company borrowed $80,000 and issued a Convertible Promissory Note evidencing this loan. This loan, plus interest at the rate of 10% per annum, is payable twelve months from the date of issue. On or before the maturity date, upon written notice to the Company, the Lender may elect to convert the principal amount of this Note into shares of Class A common stock at a conversion price of $0.50 per share, which is based upon the subscription price of our Securities Purchase Agreement offering at the time of loan. The Company also issued 8,000 shares of Class A common stock in connection with this loan. On the maturity of the loan, the lender verbally agreed to extend the note on a month-to-month basis on the current terms until such time as the Company has sufficient cash liquidity to satisfy the obligation in full. On September 30, 2011, the Note balance was $80,000 and accrued interest on the Note was $8,044.

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(t)

On November 10, 2010, the Company borrowed $25,000 and issued a Convertible Promissory Note evidencing this loan. This loan, plus interest at the rate of 12% per annum, is payable twelve months from the date of issue. On or before the maturity date, upon written notice to the Company, the Lender may elect to convert the principal amount of this Note into shares of Class A common stock at a conversion price of $0.50 per share, which is based upon the subscription price of our Securities Purchase Agreement offering at the time of loan. The Company also issued 3,000 shares of Class A common stock in connection with this loan. On August 8, 2011, the Lender agreed to extend the maturity date of the Note until August 8, 2012 with a new interest rate of 15% per annum and a conversion price of $0.20 per share. The Lender added an additional $75,000 of principal to the Note and agreed to roll accrued interest of $2,150 into the Note as principal. The Company also issued 10,215 shares of Class A common stock in connection with the extension of this Note. On September 30, 2011, the Note balance was $102,150 and accrued interest on the Note was $1,912.

(u)

On December 29, 2010, the Company borrowed $25,000 and issued a Convertible Promissory Note evidencing this loan. This loan, plus interest at the rate of 10% per annum, is payable twelve months from the date of issue. On or before the maturity date, upon written notice to the Company, the Lender may elect to convert the principal amount of this Note into shares of Class A common stock at a conversion price of $0.50 per share, which is based upon the subscription price of our Securities Purchase Agreement offering at the time of loan. The Company also issued 2,500 shares of Class A common stock in connection with this loan. On July 28, 2011, the Lender cancelled this Note and rolled the principal in the amount of $25,000 and accrued interest in the amount of $1,447 into a new note as referenced in Note 7(ag) of this report.

(v)

On February 10, 2011, the Company borrowed $20,000 from an Officer of the Company and issued a Convertible Promissory Note evidencing this loan. This loan, plus interest at the rate of 10% per annum, is payable twelve months from the date of issue. On or before the maturity date, upon written notice to the Company, the lender may elect to convert the principal amount of this Note into Class A Common shares at a conversion price of $0.25 per share, which is based upon an agreed value with lender. On June 30, 2011, the Company borrowed $25,000 from an Officer of the Company and issued a Convertible Promissory Note evidencing this loan. This loan, plus interest at the rate of 10% per annum, is payable sixty days from the date of issue. On or before the maturity date, upon written notice to the Company, the lender may elect to convert the principal amount of this Note into Class A Common shares at a conversion price of $0.20 per share, which is based upon an agreed value with lender. The Company also committed to issue 2,500 shares of Class A common stock in connection with this loan. On the maturity of the loan, the lender verbally agreed to extend the note on a month-to-month basis on the current terms until such time as the Company has sufficient cash liquidity to satisfy the obligation in full. On September 30, 2011, the aggregated Notes balance was $45,000 and accrued interest on the Notes was $1,912.

(w)

On February 15, 2011, the Company borrowed $50,000 and issued a Convertible Promissory Note evidencing this loan. This loan, plus interest at the rate of 10% per annum, is payable twelve months from the date of issue. On or before the maturity date, upon written notice to the Company, the Lender may elect to convert the principal amount of this Note into shares of Class A common stock at a conversion price of $0.20 per share, which is based upon an agreed value with lender. The Company also issued 2,500 shares of Class A common stock in connection with this loan. On September 30, 2011, the Note balance was $50,000 and accrued interest on the Note was $3,111.

(x)

On February 15, 2011, the Company borrowed $5,000 and issued a Convertible Promissory Note evidencing this loan. This loan, plus interest at the rate of 10% per annum, is payable twelve months from the date of issue. On or before the maturity date, upon written notice to the Company, the Lender may elect to convert the principal amount of this Note into shares of Class A common stock at a conversion price of $0.20 per share, which is based upon an agreed value with lender. The Company also issued 250 shares of Class A common stock in connection with this loan. On September 30, 2011, the Note balance was $5,000 and accrued interest on the Note was $311.

(y)

(z)

(aa)

On February 15, 2011, the Company borrowed $25,000 and issued a Convertible Promissory Note evidencing this loan. This loan, plus interest at the rate of 10% per annum, is payable twelve months from the date of issue. On or before the maturity date, upon written notice to the Company, the Lender may elect to convert the principal amount of this Note into shares of Class A common stock at a conversion price of $0.20 per share, which is based upon an agreed value with lender. The Company also issued 1,250 shares of Class A common stock in connection with this loan. On September 30, 2011, the Note balance was $25,000 and accrued interest on the Note was $1,554.

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(ab)

On February 25, 2011, the Company borrowed $25,000 and issued a Convertible Promissory Note evidencing this loan. This loan, plus interest at the rate of 10% per annum, is payable twelve months from the date of issue. On or before the maturity date, upon written notice to the Company, the Lender may elect to convert the principal amount of this Note into shares of Class A common stock at a conversion price of $0.20 per share, which is based upon an agreed value with lender. The Company also issued 2,500 shares of Class A common stock in connection with this loan. On September 30, 2011, the Note balance was $25,000 and accrued interest on the Note was $1,486.

(ac)

On March 25, 2011, the Company borrowed $20,000 and issued a Convertible Promissory Note evidencing this loan. This loan, plus interest at the rate of 10% per annum, is payable twelve months from the date of issue. On or before the maturity date, upon written notice to the Company, the Lender may elect to convert the principal amount of this Note into shares of Class A common stock at a conversion price of $0.20 per share, which is based upon an agreed value with lender. The Company also issued 1,000 shares of Class A common stock in connection with this loan. On September 30, 2011, the Note balance was $20,000 and accrued interest on the Note was $1,036.

(ad)

On March 28, 2011, the Company borrowed $50,000 and issued a Convertible Promissory Note evidencing this loan. This loan, plus interest at the rate of 10% per annum, is payable twelve months from the date of issue. On or before the maturity date, upon written notice to the Company, the Lender may elect to convert the principal amount of this Note into shares of Class A common stock at a conversion price of $0.20 per share, which is based upon an agreed value with lender. The Company also issued 2,500 shares of Class A common stock in connection with this loan. On September 30, 2011, the Note balance was $50,000 and accrued interest on the Note was $2,548.

(ae)

On March 29, 2011, the Company borrowed $20,000 and issued a Convertible Promissory Note evidencing this loan. This loan, plus interest at the rate of 10% per annum, is payable twelve months from the date of issue. On or before the maturity date, upon written notice to the Company, the Lender may elect to convert the principal amount of this Note into shares of Class A common stock at a conversion price of $0.20 per share, which is based upon an agreed value with lender. The Company also issued 1,000 shares of Class A common stock in connection with this loan. On September 30, 2011, the Note balance was $20,000 and accrued interest on the Note was $1,014.

(af)

On June 30, 2011, the Company borrowed $10,000 and issued a Convertible Promissory Note evidencing this loan. This loan, plus interest at the rate of 10% per annum, is payable twelve months from the date of issue. On or before the maturity date, upon written notice to the Company, the Lender may elect to convert the principal amount of this Note into shares of Class A common stock at a conversion price of $0.20 per share, which is based upon an agreed value with lender. The Company also issued 1,000 shares of Class A common stock in connection with this loan. On September 30, 2011, the Note balance was $10,000 and accrued interest on the Note was $252.

(ag)

On July 28, 2011, the Lender cancelled the Notes referenced in Note 7(k) and Note 7(u) of this report and rolled the aggregated principal in the amount of $45,000, aggregated accrued interest in the amount of $4,400, and new cash in the amount of $25,000 into a new Convertible Promissory Note evidencing this loan. This loan, plus interest at the rate of 15% per annum, is payable twelve months from the date of issue. On or before the maturity date, upon written notice to the Company, the Lender may elect to convert the principal amount of this Note into shares of Class A common stock at a conversion price of $0.20 per share, which is based upon an agreed value with lender. The Company also issued 7,440 shares of Class A common stock in connection with this loan. On September 30, 2011, the Note balance was $74,400 and accrued interest on the Note was $1,987.

(ah)

On August 18, 2011, the Company borrowed $5,000 and issued a Convertible Promissory Note evidencing this loan. This loan, plus interest at the rate of 10% per annum, is payable twelve months from the date of issue. On or before the maturity date, upon written notice to the Company, the Lender may elect to convert the principal amount of this Note into shares of Class A common stock at a conversion price of $0.20 per share, which is based upon an agreed value with lender. The Company also issued 500 shares of Class A common stock in connection with this loan. On September 30, 2011, the Note balance was $5,000 and accrued interest on the Note was $60.

(ai)

On September 20, 2011, the Company borrowed $15,000 and issued a Convertible Promissory Note evidencing this loan. This loan, plus interest at the rate of 10% per annum, is payable twelve months from the date of issue. On or before the maturity date, upon written notice to the Company, the Lender may elect to convert the principal amount of this Note into shares of Class A common stock at a conversion price of $0.20 per share, which is based upon an agreed value with lender. The Company also issued 1,500 shares of Class A common stock in connection with this loan. On September 30, 2011, the Note balance was $15,000 and accrued interest on the Note was $41.

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NOTE 8 – STOCKHOLDERS’ EQUITY

Preferred Stock

The Company has authorized 1,000,000 shares of blank check preferred stock at a par value $0.001 per share. Our charter documents provide authorization to our Board of Directors to issue "blank check" preferred stock, with designations, rights and preferences as they may determine. Accordingly, our Board of Directors may, without stockholder approval, issue shares of preferred stock with dividend, liquidation, conversion, voting or other rights that could adversely affect the voting power or other rights of the holders of our common stock. These types of provisions may discourage, delay or prevent a change in our control and are traditional antitakeover measures. These provisions make it difficult for a majority stockholder to gain control of the Board of Directors and of our company. These provisions may be beneficial to our management and our Board of Directors in a hostile tender offer and may have an adverse impact on shareholders who may want to participate in such a tender offer, or who may want to replace some or all of the members of our Board of Directors. To date, the Company has issued no preferred stock.

Common Stock

The Company’s capitalization authorized is 100,000,000 Class A common shares and 16,110,500 Class B common shares each class with a par value of $0.001 per share. As of September 30, 2011 the Company had 26,975,282 Class A common shares and 16,110,500 Class B common shares issued and outstanding. A full description of our common stock is provided in the prelude to this Form 10-Q.

During the period from July 1, 2011 to September 30, 2011, we issued an aggregate of 3,500 Class A common shares valued at $0.15 per share in connection with the execution of Convertible Notes.

During the period from July 1, 2011 to September 30, 2011, we issued an aggregate of 54,655 Class A common shares valued at $0.19 per share in connection with the execution of Convertible Notes.

The Company believes all of the issuances of securities referred to in this Note were exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) thereof and other available exemptions.

NOTE 9 – COMITTMENTS AND CONTINGENCIES

Leasing Arrangements

On March 31, 2010 the Company entered into a Lease Agreement with The Children’s Choice of New Jersey, Inc. to lease the premises located at 211 Benigno Blvd, Ste #201, Bellmawr, New Jersey. The lease term commenced on April 1, 2010, and continues for thirteen months at a base lease rate of $1,209 per month, an aggregate of $15,717 with $10,881 due in 2010 and $4,836 in 2011. At the end of the initial term, the company has the option to extend the terms of the lease for two additional twelve months periods at the base lease rate plus a maximum three percent increase. On May 1, 2011, the lease was automatically extended for one additional year at the base rate of $1,209 per month.

On December 1, 2009 the Company entered into an agreement to lease office space in Taipei, Taiwan with a term expiring on November 30, 2012. During the lease term the Company shall pay a base lease rate of $198 (NT6,000) per month. The Company does not have a provision to renew the lease at the end of the initial lease term.

Future minimum rental payments under this operating lease are as follows:

	(Unaudited)
Three months ending December 31, 2011	$	4,221
Year ending December 31, 2012		16,976
	$	21,197

Rent expense for leased facilities for the three months ended September 30, 2011 and 2010 were $3,627 and $4,221, respectively, and $15,881 and $12,389 for the nine months ended September 30, 2011 and 2010, respectively.

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NOTE 10 – RELATED PARTY TRANSACTIONS

During the period of July 1, 2011 to September 30, 2011, with the exception of the transactions described in Note 7(a), Note 7(d) and Note 7(v) of this report, the Company did not engage in the any related party transactions.

NOTE 11 – SUBSEQUENT EVENTS

The Company evaluated its September 30, 2011 Quarterly Report on Form 10-Q for subsequent events through the filing date of this report. The Company is not aware of any subsequent events that would require recognition or disclosure in the consolidated financial statements, except for the ones disclosed below.

On October 9, 2011, an existing Lender and related party to the Company, as referenced in Note 7(d), agreed to extend the maturity date of the Note, under the original terms, until October 9, 2012.

On October 18, 2011, an existing Lender to the Company, as referenced in Note 7(o), agreed to extend the maturity date of the Note until April 30, 2012. The Lender rolled the principal in the amount of $10,000 and accrued interest in the amount of $1,663 into a new note. On or before the maturity date, upon written notice to the Company, the Lender may elect to convert the principal of this Note into Class A common stock at a conversion price of $0.25 per share. The Company also issued 1,000 shares of Class A common stock in connection with this loan.

On November 9, 2011, we and our wholly owned Cayman Island subsidiary, Island Breeze International (“International”), entered into a securities purchase agreement (the “SPA”) with an investor (the “Investor”) as evidenced in our Form 8K filed on November 14, 20ll. Pursuant to the SPA, we and International issued to Investor a promissory note (the “Note”) in the principal amount of $2,750,000 which, if fully funded, will represent $2,500,000 in cash and a non refundable 9% original issue discount (“OID”) of $250,000. Pursuant to this financing, we can request advances be made to us by the Investor from time to time. The initial advance at closing was $724,580.38 (inclusive of the OID). Subsequent advances will be used primary to pay for refurbishment of Island Breeze. The Note is due and payable on November 9, 2012 and is secured by a mortgage on Island Breeze, a vessel owned by International. In connection with this loan, we issued to Investor 2,083,333 shares of our common stock (the “Shares”). We have the right to purchase, for $0.001 per share, a percentage of these Shares determined by the percentage of the Note which is funded by advances (the “Repurchase Right”). Under the terms of the SPA, Investor has the right, commencing on the 22nd month anniversary of the closing (subject to acceleration in certain circumstances), to cause us and International to purchase the shares for cash at a purchase price per share of $0.10, subject to certain adjustments (the “Put”). The mortgage will be released upon our satisfaction of the Note and until such time will secure our obligations under the Note, the Put, and other obligations set forth in the documents executed with respect to the transaction.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Introduction

The following discussion and analysis summarizes the significant factors affecting (1) our consolidated results of operations for the three and nine months ended September 30, 2011 compared to the three and nine months ended September 30, 2010, and (2) our liquidity and capital resources. This discussion and analysis should be read in conjunction with the consolidated financial statements and notes included in Item 1 of this Report.

Principal Office

Our administrative office is located at 211 Benigno Blvd, Suite #201, Bellmawr, New Jersey, 08031. Our telephone number is 856-931-1505.

Other information

IB International has 43,085,782 shares outstanding on September 30, 2011 and 42,352,582 shares issued and outstanding on December 31, 2010. 16,110,500 of such shares are designated as Class B common shares and the holder has the right to cast ten votes for each share held of record on all matters submitted to a vote of holders of common stock.

IB International is responsible for filing various forms with the United States Securities and Exchange Commission (the “SEC”) such as Forms 10-K and Forms 10-Qs. The shareholders may read and copy any material filed by IB International with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, DC, 20549. The shareholders may obtain information on the operations of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information which IB International has filed electronically with the SEC. This information is available by accessing the SEC website using the following address: http://www.sec.gov or via the IB International maintained website at the following address: http://www.islandbreezeinternational.com.

DESCRIPTION OF THE PROPERTY

Plan of Operation

We have had no revenue and have no operations. Our efforts since our inception have been focused on developing and operating entertainment day cruises. We own one vessel, which we expect to substantially renovate and equip with gaming, restaurant and entertainment related equipment. The ports that we previously considered for the Company’s initial operations included ports in Florida and Texas. We continue to evaluate ports in the United States from which to launch our initial operations. The Company has identified and is evaluating a berthing location in North Charleston, South Carolina. We also continue to focus on international locations, primarily in East Asia where we may also establish our cruise operations, with a particular focus on home port locations in the Hong Kong Special Administrative Region of China and Taiwan. We believe that the East Asian market presents opportunities for the launch of our cruise business. In this effort, we have established a registered branch office in Taipei, Taiwan. We contemplated opening a representative office in Shanghai, which is located in mainland China; however we have recently decided to delay our efforts in mainland China until operations are first established in Hong Kong or Taiwan.

We do not have the cash reserves required to complete the renovations of our vessel or to commence operations. We believe that we will need at least $12,000,000 of outside funding for us to launch our vessel and initiate our business. We may also decide to acquire another vessel from which we may establish our initial operations, which will require an undetermined amount of outside funding to acquire and initiate our entertainment cruise operations. We currently expect to renovate the m/v Island Breeze (the “Island Breeze”), a 410 foot vessel currently located in Greece which we acquired on September 12, 2007. After renovations are complete, we expect the Island Breeze to have a passenger capacity of approximately 1,000 passengers. Further, we expect that after the completion of renovations, the Island Breeze will feature a buffet restaurant, sports bar, a VIP lounge, showroom, and a full casino complete with slot machines and table games, although the final configuration may vary. Upon completion of renovations of the Island Breeze, we intend to place the Island Breeze in service and establish our planned entertainment cruise operation from a yet to be determined port location. If our initial operations are located in East Asia, we may decide to acquire another vessel from which we can commence our initial operations. It would be anticipated that such a vessel will have a sufficient number of cabins to accommodate passengers on overnight or multi-day cruises versus the shorter duration cruises that can be operated by the Island Breeze.

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As of September 30, 2011, we had six full-time employees and an additional two individuals who were independent contractors working for us either in their individual capacities or through professional service companies controlled by them. No employee is represented by a labor union. We anticipate employing additional personnel as needed for the casino gaming floor, food and beverage outlets, terminal services, and the operations of the vessel and the Company.

Investment Policies

IB International does not have an investment policy at this time other than to deposit any funds it has on hand into interest bearing accounts such as term deposits or invested in short term money instruments.

Critical Accounting Policies

Our discussion and analysis of the Company’s financial condition and results of operations, including the discussion on liquidity and capital resources, are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, management reevaluates its estimates and judgments. The going concern basis of presentation assumes we will continue in operation throughout the next fiscal year and into the foreseeable future and will be able to realize our assets and discharge our liabilities and commitments in the normal course of business. Certain conditions, discussed below, currently exist which raise doubt upon the validity of this assumption. The financial statements do not include any adjustments that might result from the outcome of the uncertainty.

Results of Operations

We are a development stage company. Since inception, our efforts have been principally devoted to the acquisition and renovation of two vessels. From inception, September 27, 2006, to September 30, 2011, we have sustained accumulated losses of $10,222,505. Included in the loss were general and administrative expenses, impairment expense of one of our previous owned vessels, loss from the sale of some of our equipment, a charge taken from the revaluation of a conversion option liability of a convertible note as discussed in Note 7(q), as well as professional fees not associated with the purchase and renovation of our vessels.

General and administrative expenses amounted to $126,917 for the three months ended September 30, 2011, compared to $259,418 for the three months ended September 30, 2010, a decrease of $132,501. The decrease in expenses is predominately due to the decrease in costs associated with consulting services, the costs associated with travel, as well as a decrease in the costs associated with acquiring capital as disclosed in Note 7.

General and administrative expenses amounted to $485,785 for the nine months ended September 30, 2011, compared to $1,338,639 for the nine months ended September 30, 2010, a decrease of $852,854. The decrease in expenses is predominately due to the decrease in costs associated with consulting services, the costs associated with travel, as well as a decrease in the costs associated with acquiring capital as disclosed in Note 7.

Nonoperating gains (excluding interest income and expense) amounted to $18,892 for the three months ended September 30, 2011, compared to a loss of $464,478 for the three months ended September 30, 2010, an increased gain in the amount of $483,370. The increase is primarily due to the revaluation of a conversion option liability and a loss recorded from the sale of equipment during the three months ended September 30, 2010.

Nonoperating gains (excluding interest income and expense) amounted to $11,898 for the nine months ended September 30, 2011, compared to a loss of $4,553,789 for the nine months ended September 30, 2010, an increased gain in the amount of $4,565,687. The increase is primarily due to the revaluation of a conversion option liability and an impairment charge taken on a vessel and equipment during the nine months ended September 30, 2010.

Interest expense amounted to $36,983 for the three months ended September 30, 2011, compared to $21,720 for the three months ended September 30, 2010. The increase is due to an increase in accrued interest on convertible and promissory notes.

Interest expense amounted to $87,706 for the nine months ended September 30, 2011, compared to $57,073 for the nine months ended September 30, 2010. The increase is due to an increase in accrued interest on convertible and promissory notes.

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Balance Sheet Discussion

As of September 30, 2011 and December 31, 2010

As of September 30, 2011, our total assets were $11,266,850, total liabilities were $1,831,454 and shareholders’ equity was $9,435,396 compared to $11,185,877, $1,343,021 and $9,842,856, respectively, as of December 31, 2010. Current assets at September 30, 2011 were $152,075 consisting of cash and cash equivalents of $31,907, other receivable of $1,600 and prepaid expenses of $118,568 compared to $49,635, $192,690 and $102,899, respectively, at December 31, 2010. Included in total assets as of September 30, 2011 are property, and equipment, net of depreciation, of $4,884 and other assets of $11,109,891 consisting of the cost of vessel we have acquired and costs related to renovations of the vessel as well as gaming/entertainment equipment not in use, compared to $7,237 and $10,833,416, respectively, for the period ended December 31, 2010 with respect to these items.

As of September 30, 2011, our total liabilities and our current liabilities were $1,831,454 consisting of officer loans and notes payables and other loans in the amount of $158,335, accounts payable of $218,793, convertible notes payable of $1,006,751, accrued interest of $96,227, derivative liability of $32,883, accrued expenses of $173,465, and other short term liabilities of $145,000, compared to total and current liabilities of $1,343,021, officer loan and notes payables of $186,335, accounts payable of $196,835, convertible notes payable of $707,904, accrued interest of $38,778, derivative liability of $18,202, and accrued expenses of $194,967, respectively for the period ended December 31, 2010.

The increase in our liabilities for the nine months ended September 30, 2011 compared to December 31, 2010 primarily resulted from an increase in our convertible notes payable.

The net cash used in our operating activities in the nine month period ended September 30, 2011 was $237,253, a decrease of $887,364 from that used in the nine month period ended September 30, 2010, which net decrease was affected primarily by an impairment charge incurred to adjust the book value of one of our vessels, loss on the sale of assets, a decrease in accounts payables during the period, and issuance of stock for services rendered in lieu of cash.

Net cash used in investment activities in the nine month period ended September 30, 2011 was $276,475, consisting of acquisition and renovation of property and equipment.

Net cash provided by financing activities in the nine month period ended September 30, 2011 was $496,000, compared to $412,945 from the nine month period ended September 30, 2010, consisting of proceeds from issuance of convertible notes, loans, and capital contributions.

Cash and cash equivalents for the nine months ended September 30, 2011, decreased by $17,728, as compared to December 31, 2010.

Our capital expenditure plan for 2011 is estimated to approximate $15,000,000 to facilitate our renovation plan, purchase of gaming equipment, hiring of additional personnel, terminal improvements, marketing, working capital reserves, and general corporate purposes. We require additional financing to continue. The Company expects financing will be supplied by additional capital contributions from the Company’s shareholders, long and short-term debt, the sale of securities or a combination thereof. There can be no assurance that financing from such sources or from any sources will be available to us.

We have funded our activities to date through capital contributions from our shareholders, short term loans, convertible notes and issuance of our common stock. As of September 30, 2011, we had shareholders’ equity of $9,435,396, but little cash on hand.

Liquidity and Capital Resources

On July 28, 2011, an existing Lender cancelled the Convertible Promissory Notes referenced in Note 7(k) and Note 7(u) of this report and rolled the aggregated principal in the amount of $45,000, aggregated accrued interest in the amount of $4,400, and new cash in the amount of $25,000 into a new Convertible Promissory Note in the amount of $74,400 evidencing this loan. This loan, plus interest at the rate of 15% per annum, is payable twelve months from the date of issue. On or before the maturity date, upon written notice to the Company, the Lender may elect to convert the principal amount of this Note into shares of Class A common stock at a conversion price of $0.20 per share, which is based upon an agreed value with lender.

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On August 8, 2011, we entered into a Funding Commitment (the “Agreement”) in the amount of $12,500,000. A full description of this Agreement is provided in Part II Item 5 and Exhibit 10.3 of this Quarterly Report.

On August 8, 2011, an existing Lender as referenced in Note 7(t), added an additional $75,000 of principal, rolled accrued interest of $2,150 into the Note and agreed to extend the maturity date until August 8, 2012. The renewed Note has a principal balance of$102,150, an interest rate of 15% per annum and a conversion price of $0.20 per share.

During the three months ending September 30, 2011, we borrowed an additional $55,000 against an established line of credit. On September 30, 2011 the balance owed on this line of credit was $145,000. This loan, plus interest accrued at the rate of 18% annum, is payable at the discretion of the Company during the term of the credit line, but shall be paid in full no later than June 1, 2012.

During the three months period ending September 30, 2011, the Company made aggregate principal payments of $8,000 on a promissory note referenced in Notes 7(c).

As of October 21, 2011, the Company’s aggregate obligation under promissory notes due on or before September 30, 2012 is $1,207,789. Of this amount, $1,094,454 is evidenced by promissory notes which are convertible into shares of our Class A Common Stock at the option of the holder. $661,239 of our obligations under outstanding promissory notes will become due on or between October 1, 2011 and December 31, 2011.

Going Concern

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the accompanying consolidated financial statements, the Company incurred net losses of $561,589 and $5,949,415 for the nine months ended September 30, 2011 and 2010, respectively and $10,222,505 from inception (September 27, 2006) through September 30, 2011. In addition, the Company’s current liabilities exceed its current assets by $1,679,379 as of September 30, 2011. These factors among others, including the Company’s current cash position, which was $31,907 as of September 30, 2011, indicate that the Company may be unable to continue as a going concern for a reasonable period of time absent the infusion of substantial additional capital.

The accompanying consolidated financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.

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Impact of Inflation

Since we have had no operations to date, inflation has not affected the results of our operations, but may affect the costs we will incur to complete the renovation of our vessels. Do not expect such consequences to be significant given the current economic client.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We do not hold instruments that are sensitive to changes in interest rates, foreign currency exchange rates or commodity prices. Therefore, we believe that we are not materially exposed to market risks resulting from fluctuations from such rates or prices. Currency and exchange rate fluctuations may negatively impact our financial results. We expect to pay for the renovations of one of our vessels (the Island Breeze) in Euros and will therefore be adversely affected if the value of the U.S. dollar declines against the Euro. Furthermore, currency fluctuations will directly affect our operational results if we operate in foreign countries.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We have adopted and maintain disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act") that are designed to provide reasonable assurance that information required to be disclosed in our reports under the Exchange Act, is recorded, processed, summarized and reported within the time periods required under the SEC's rules and forms and that the information is gathered and communicated to our management, including our Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial Officer), as appropriate, to allow for timely decisions regarding required disclosure.

Our Chief Executive Officer, and our Chief Financial Officer evaluated the effectiveness of our disclosure controls and procedures as of September 30, 2011 as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of September 30, 2011, our Chief Executive Officer, and our Chief Financial Officer, concluded that, as of such date, our disclosure controls and procedures were effective to provide reasonable assurance that information required to be declared by us in reports that we file with or submit to the SEC is (1) recorded, processed, summarized, and reported within the periods specified in the SEC’s rules and forms and (2) accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, to allow timely decisions regarding required disclosure. There was no change in our internal control over financial reporting that occurred during the fiscal quarter ended September 30, 2011 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting and therefore no corrective actions were taken.

Changes in Internal Control Over Financial Reporting

There were no changes to our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

There are no legal proceedings to which IB International is a party or is subject, nor to the best of management’s knowledge are any material legal proceedings contemplated.

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

During the period from July 1, 2011 to September 30, 2011, we issued an aggregate of 3,500 Class A common shares valued at $0.15 per share in connection with the execution of Convertible Notes.

During the period from July 1, 2011 to September 30, 2011, we issued an aggregate of 54,655 Class A common shares valued at $0.19 per share in connection with the execution of Convertible Notes.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4. (REMOVED AND RESERVED)

ITEM 5. OTHER INFORMATION

On August 8, 2011, we entered into a Funding Commitment (the “Agreement”) in the amount of $12,500,000 as evidenced in Exhibit 10.3. Pursuant to the Agreement, the underwriter will, use its best efforts, to place an aggregate of $12,500,000 of Secured Promissory Notes (the “Notes”) to be issued by a subsidiary to be formed by the Company (“NewCo”). The Notes will mature in 5 years and interest on the Notes will be fixed at issue at a rate not to exceed 420 basis points over comparable maturing US Treasury Notes. Interest on the Notes shall be paid annually in arrears with a balloon payment of principal due at maturity.

The Notes will be secured by a first lien on the Company’s vessel, the mv Island Breeze, which will be transferred to NewCo, as well as, among other security, land leases used for docking the vessel, office leases and equipment related to the vessel. The funding date of the Notes is expected to approximate ninety (90) days from commencement.

Pursuant to the agreement, an underwriting fee of $500,000 was paid by a third party (the ”Investor”), to cover expenses associated with due diligence, securitization, registration, listing and all underwriting costs involved in this transaction. The Company has agreed to reimburse the Investor the $500,000 from the proceeds of the Notes, and on successful completing of the offering, pay it $250,000 in consideration for advancing the underwriting fee. In the event the Notes are not subscribed, the underwriter has agreed to fully refund the underwriting fee to the Investor. Upon successful placement of the Notes, the Company will pay the underwriter an origination fee of 3% and a success fee of 1.5% of the principal funding amount.

The proceeds from the Notes will be utilized to continue renovations on the mv Island Breeze as well as other costs associated with the establishment of operations from a port located in the United States.

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ITEM 6. EXHIBITS AND REPORTS ON 8-K

Exhibit Index

Exhibit No		Description
2.1***		Agreement and Plan of Share Exchange, dated as of June 12, 2009, among Goldpoint Resources, Inc. and Olympian Cruises, LLC.
3.1**		Articles of Incorporation of Goldpoint Resources, Inc.
3.2**		By-Laws Incorporation of Goldpoint Resources, Inc.
3.3*****		Amended and Restated Certificate of Incorporation of Island Breeze International, Inc.
3.4*****		By-Laws of Island Breeze International, Inc.
4.1***		Form of Convertible Promissory Note in the principal amount of $500,000 issued by Island Breeze International to Catino, SA dated May 23, 2008.
4.2***		Form of Convertible Promissory Note in the principal amount of $4,000,000 issued by Island Breeze International to Catino, SA dated May 23, 2008.
4.3***		Form of Convertible Promissory Note in the principal amount of $500,000 issued by Island Breeze International to Catino, SA dated September 3, 2008.
4.4***		Form of Convertible Promissory Notes issued to investors, in the aggregate principal amount of $150,000, in June 2009.
4.5***		Form of Convertible Promissory Note issued to Patrick Orr in the amount of $600,000, dated June 12, 2009.
4.6****		Drawdown Equity Financing Agreement between Island Breeze International, Inc. and Auctus Private Equity Fund, LLC dated January 25, 2010.
4.7****		Registration Rights Agreement Between Island Breeze International, Inc. and Auctus Private Equity Fund, LLC dated January 25, 2010.
4.8*****		Island Breeze International 2009 Stock Incentive Plan.
4.9******		Form of Joint Venture Agreement between an investor, Island Breeze International, Inc. and Island Breeze International dated, April 16, 2010.
4.10******		Form of Securities Purchase Agreement, between Island Breeze International and an investor dated, April 16, 2010.
4.11******		Form of Securities Purchase Agreement, between Island Breeze International and an investor dated, April 16, 2010, with respect to the Convertible Promissory Note in the amount of $85,000 issued by the Company on April 16, 2010.
4.12******		Form of Convertible Promissory Note issued to an investor, in the principal amount of $85,000 dated, April 16, 2010.
4.13*******		Form of Amendment of the Joint Venture Agreement between an investor, Island Breeze International, Inc. and Island Breeze International and the Securities Purchase Agreement, between Island Breeze International and an investor, each dated, April 16, 2010.
10.1***		Mortgage issued as of May, 2008 by Island Breeze International, as Mortgagor, to Catino, S.A., as Mortgagee.
10.2******		Memorandum of Understanding between Island Breeze International and Amandla Icon Shipping Corporation Pte Ltd dated April 17, 2009.
10.3********		Form of Funding Commitment dated, August 3, 2011.
14*****		Code of Ethics.
21.1*****		Subsidiaries
31.1*		Certification of Chief Executive Officer pursuant to Rule 13a-14a under the Securities Exchange Act of 1934.
31.2*		Certification of Chief Financial Officer pursuant to Rule 13a-14a under the Securities Exchange Act of 1934.
32.1*		Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350).
32.2*		Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350).
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema
101.CAL		XBRL Taxonomy Extension Calculation Linkbase
101.DEF		XBRL Taxonomy Extension Definition Linkbase
101.LAB		XBRL Taxonomy Extension Label Linkbase
101.PRE		XBRL Taxonomy Extension Presentation Linkbase

Numbers with (*) are filed herewith. Numbers with (**) have been incorporated by reference from our Form SB-2, filed on December 13, 2007. Numbers with (***) have been incorporated by reference from our Current Report on Form 8-K, filed on June 18, 2009. Numbers with (****) have been incorporated by reference from our Current Report on Form 8-K, filed on January 27, 2010. Numbers with (*****) have been incorporated by reference from our Annual Report on Form 10-K, filed on April 14, 2010. Numbers with (******) have been incorporated by reference from our Current Report on Form 8-K, filed on April 22, 2010. Numbers with (*******) have been incorporated by reference from our Current Report on Form 8-K, filed on November 12, 2010. Numbers with (********) have been incorporated by reference from our Quarterly Report on Form 10-Q, filed on August 18, 2011.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

	ISLAND BREEZE INTERNATIONAL, INC.

Dated: November 16, 2011	By:	/s/ Bradley T. Prader
		Bradley T. Prader
		President and Chief Executive Officer

	By:	/s/ Steven G. Weismann
		Steven G. Weismann
		Chief Financial Officer

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ISLAND BREEZE INTERNATIONAL, INC. 10-Q