As filed with the Securities and Exchange Commission on April __, 2001
                                                    Registration  No.  ________


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                  - - - - - - -
                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933
                            J-BIRD MUSIC GROUP, LTD.
             (Exact name of registrant as specified in its charter)


               Pennsylvania                            06-1411727
     (State or other jurisdiction of                (I.R.S. Employer
      incorporation or organization)                Identification No.)

              396 Danbury Road
           Wilton, Connecticut 06897                      06897
    (Address of Principal Executive Offices)            (Zip Code)


                               EMPLOYEE RESTRICTED
                            STOCK PURCHASE AGREEMENT
                             BETWEEN REGISTRANT AND
                                CERTAIN EMPLOYEES

                              CONSULTING AGREEMENTS
                             BETWEEN REGISTRANT AND:
                               CERTAIN CONSULTANTS
                            (Full title of the plan)
                               Hope D. Trowbridge
                                396 Danbury Road
                                Wilton, CT 06897

           (Name and address, including zip code of agent for service)
                             (203) 761-9393 Ex. 200
          (Telephone number, including area code, of agent for service)

<TABLE>
<CAPTION>

                                        CALCULATION OF REGISTRATION FEE
 ============================================================================================================
                                               Proposed Maximum      Proposed Maximum            Amount of
Title of Securities          Amount to be       Offering Price       Aggregate Offering         Registration
 to be Registered             Registered         per Share*               Price*                    Fee
-------------------------------------------------------------------------------------------------------------

<S>                        <C>                <C>                   <C>                       <C>

Common Stock, Par Value,
$.001 Per Share, Issued
Pursuant to an Employee
Restricted Stock Purchase
Agreement with four
Employees.                       800,000               $0.05                 40,000               10.00


<PAGE>
<CAPTION>

<S>                        <C>                <C>                   <C>                       <C>

Pursuant to Certain
Consulting Agreements with
four Consultants               4,060,000               $0.05               $203,000              $50.75
                               ---------               -----               --------              ------
           TOTAL               4,860,000               $0.05               $243,000              $60.75

</TABLE>

     * Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(c) on the basis of the average of the low
bid and ask prices of the Common Stock of the Registrant as traded in the
over-the-counter market and reported in the Electronic Bulletin Board of the
National Association of Securities Dealers on March 29, 2001.


                                       ii


<PAGE>


         Cross Reference Sheet Showing Location in Reoffer Prospectus of
       Information Required by Items of Part I of Form S-3 Included Herein
                Under Cover of Form S-8, Pursuant to Rule 404(a)

<TABLE>
<CAPTION>

Form S-3 Item No. and Heading                                           Heading in Prospectus
-----------------------------                                           ---------------------

<S>                                                                     <C>

1.   Forepart of the Registration Statement and Outside
       Front Cover Page of Prospectus............................       Outside Front Cover Page
1.   Inside Front and Outside Back Cover
       Pages of Prospectus.......................................       AVAILABLE INFORMATION;
                                                                        REPORTS TO SHAREHOLDERS;
                                                                        INCORPORATION OF CERTAIN DOCUMENTS
                                                                        BY REFERENCE; TABLE OF CONTENTS
2.   Summary Information, Risk factors and Ratio of
       Earnings to Fixed Charges.................................       Outside Front Cover Page;
                                                                        THE COMPANY; RISK FACTORS
4.   Use of Proceeds.............................................       USE OF PROCEEDS
5.   Determination of Offering Price.............................       Outside Front Cover Page;
                                                                        PLAN OF DISTRIBUTION
6.   Dilution....................................................       Not Applicable
7.   Selling Security Holders....................................       SELLING SHAREHOLDER
8.   Plan of Distribution........................................       Outside Front Cover Page;
                                                                        PLAN OF DISTRIBUTION
9.   Description of Securities to be Registered..................       DESCRIPTION OF SECURITIES
10.  Interests of Named Experts and Counsel......................       EXPERTS; LEGAL OPINIONS
11.  Material Changes............................................       THE COMPANY
12.  Incorporation of Certain Information
       by Reference..............................................       INCORPORATION OF CERTAIN DOCUMENTS
                                                                        BY REFERENCE
13.  Disclosure of Commission Position on
       Indemnification For Securities Act
       Liabilities...............................................       INDEMNIFICATION

</TABLE>

                                      iii

<PAGE>

REOFFER
PROSPECTUS
-------------------------------------------------------------------------------

                                EXPLANATORY NOTE

J-Bird Music Group, Ltd. ("Company") has prepared this Registration Statement in
accordance with the requirements of Form S-8 under the Securities Act of 1933,
as amended (the "1933 Act"), to register certain shares of common stock, par
value $0.001 per share, issued to a certain selling shareholders. Under cover of
this Form S-8 is a Reoffer Prospectus the Company prepared in accordance with
Part I of Form S-3 under the 1933 Act. The Reoffer Prospectus may be utilized
for reofferings and resales of up to 4,860,000 shares of Common Stock acquired
by the selling shareholders.

                                     PART I

                               REOFFER PROSPECTUS

                            J-BIRD MUSIC GROUP, LTD.
                                396 DANBURY ROAD
                            WILTON, CONNECTICUT 06897
                                 (203) 761-9393

                        4,360,000 SHARES OF COMMON STOCK

The shares of common stock, $0.001 par value per share, of J-Bird Music Group,
Ltd. (the "Company") offered for sale hereby (the "Shares") will be sold from
time to time by the following Employees and the following Consultants:

<TABLE>
<CAPTION>

Employees                   Office & Services           No. Shares Offered
---------                   -----------------           ------------------

<S>                       <C>                           <C>

Asa L. Fish                 Secretary                   200,000
Robert Morrison             Sales Manager               200,000
Darren Nowicki              Artist Development          200,000
Hope D. Trowbridge          President                   200,000           800,000
                                                        -------

Consultants                 Work                        No. Shares
-----------                 ----                        ----------
Thomas "Doc" Cavalier       Retail Marketing
                            & Promotions                160,000
Christopher Hensley         Retail Marketing
                            & Promotions                200,000
Brian J. Murphy             Festivals & Live Events     200,000
James R. Hodgdon            Investor and Public       2,000,000
                .           Relations
Robert Allen Cooke          Financial and Product     1,500,000
                            Development                                 4,060,000
                                                                       -----------
                                                    TOTAL               4,860,000
                                                    -----

</TABLE>

 (collectively "Selling Shareholders"). The Selling Shareholders acquired the
Shares pursuant to a certain Employee Restricted Stock Purchase Agreement dated
as of March 1, 2001 and five separate Consulting

                                       1

<PAGE>

Agreements for consulting services that the Selling Shareholders have provided
or are still providing to the Company.

The sales may occur in transactions on the over-the-counter market maintained by
Nasdaq at prevailing market prices or in negotiated transactions. The Company
will not receive proceeds from any of the sale of the Shares. The Company is
paying for the expenses incurred in registering the Shares.

The Shares are "restricted securities" under the 1933 Act before their sale
under the Reoffer Prospectus. The Reoffer Prospectus has been prepared for the
purpose of registering the Shares under the 1933 Act to allow for future sales
by the Selling Shareholders to the public without restriction. To the knowledge
of the Company, the Selling Shareholders have no arrangement with any brokerage
firm for the sale of the Shares. The Selling Shareholders may be deemed to be
"underwriters" within the meaning of the 1933 Act. Any commissions received by a
broker or dealer in connection with resales of the Shares may be deemed to be
underwriting commissions or discounts under the 1933 Act.

The Company's common stock is currently traded on the NASDAQ Over-the-Counter
market and quoted on the Bulletin Board under the symbol "JBRD".

This investment involves a high degree of risk.  Please see "Risk Factors"
beginning on page 7.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED WHETHER
THIS REOFFER PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
                     ---------------------------------------

                                  April 3, 2001


                                       2


<PAGE>


                                TABLE OF CONTENTS

Where You Can Find More Information ........................3
Incorporated Documents......................................4
The Company.................................................5
Risk Factors................................................7
Use of Proceeds.............................................16
Selling Shareholders........................................16
Plan of Distribution .......................................16
Experts.....................................................17
Legal Opinion...............................................18


You should only rely on the information incorporated by reference or provided in
this Reoffer Prospectus or any supplement. We have not authorized anyone else to
provide you with different information. The common stock is not being offered in
any state where the offer is not permitted. You should not assume that the
information in this Reoffer Prospectus or any supplement is accurate as of any
date other than the date on the front of this Reoffer Prospectus.


                  WHERE YOU CAN FIND MORE INFORMATION ABOUT US

We have filed with the Securities and Exchange Commission (the"SEC") in
Washington, D.C. a registration statement on Form S-8 under the Securities Act
with respect to the shares of common stock offered in this Reoffer Prospectus.
This Reoffer Prospectus does not contain all the information set forth in the
registration statement and the exhibits and schedules thereto. For further
information about us and our common stock, we refer you to the registration
statement and to the exhibits and schedules filed with it. Statements contained
in this prospectus as to the contents of any contract or other document referred
to are not necessarily complete; we refer you to those copies of contracts or
other documents that have been filed as exhibits to the registration statement,
and statements relating to such documents are qualified in all respects by such
reference. Anyone may inspect a copy of the registration statement without
charge at the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington,
D.C. 20549. You may obtain copies of all or any portion of the registration
statement by writing to the SEC's Public Reference Room, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and paying prescribed fees. You may obtain information
on the operation of the Public Reference Room by calling the SEC at
1-800-SEC-0330. In addition, the SEC maintains a Web site at http://www.sec.gov
that contains reports, proxy and information statements and other information
regarding companies such as ours that file electronically with the SEC.

We are subject to the informational requirements of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), and therefore we file reports, proxy
statements and other information with the SEC. You can inspect and copy the
reports, proxy statements and other information that we file at the public
reference facilities maintained by the SEC at the Public Reference Room, 450
Fifth Street, N.W., Washington, D.C. 20549 and at the SEC's regional

                                       3

<PAGE>

offices located at 7 World Trade Center, Suite 1300, New York, New York 10048
and 500 West Madison Street, Suite 1400 Chicago, Illinois 60661. You can also
obtain copies of such material from the SEC's Public Reference Room at 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates. The SEC also makes
electronic filings publicly available on its Web site within 24 hours of
acceptance.

                       INCORPORATED DOCUMENTS BY REFERENCE

The SEC allows the Company to "incorporate by reference" information into this
Reoffer Prospectus, which means that the Company can disclose important
information to you by referring you to another document filed separately with
the SEC. The information incorporated by reference is deemed to be part of this
Reoffer Prospectus, except for any information superseded by information in this
Reoffer Prospectus.

The following documents which we have filed with the Commission are incorporated
by reference into this prospectus:

(a)  Our annual report on Form 10-K for the fiscal year ended December 31, 2000;

(b)  Our quarterly reports on Form 10-Q for the quarters ended March 31, 2000,
     June 30, 2000 and September 30, 2000;

(c)  Our current Report on Form 8-K dated October 28, 1998;

(d)  Our Registration Statement on Form 10-SB filed with the SEC on June 11,
     1998 and the Amendments thereto filed on September 1, 1998 and December 18,
     1998.

All documents that we have filed with the Commission pursuant to Section 13 (a),
13 (c), 14 or 15 (d) of the Exchange Act subsequent to the date of this Reoffer
Prospectus and prior to the completion of the offering shall be deemed to be
incorporated by reference into this Reoffer Prospectus and to be part of this
prospectus from the date of filing of these documents.

Any statement contained in a document incorporated or deemed to be incorporated
by reference in this prospectus, shall be deemed modified, superseded or
replaced for purposes of this prospectus to the extent that a statement
contained in this prospectus or in any subsequently filed documents, which also
is or is deemed incorporated by reference in this prospectus, modifies,
supersedes or replaces that statement. Any statement so modified, superseded or
replaces shall not be deemed, except as so modified, superseded or replaced, to
constitute a part of this prospectus.

The Company will provide without charge to each person to whom a copy of this
Reoffer Prospectus is delivered, upon oral or written request, a copy of any or
all documents incorporated by reference into this Reoffer Prospectus (excluding
exhibits unless the exhibits are specifically incorporated by reference into the
information the Reoffer Prospectus incorporates). Requests should be directed to
Hope D. Trowbridge, President at the Company's executive offices, located at 396
Danbury Road, Wilton, Connecticut 06897. The Company's telephone number is (203)

                                       4

<PAGE>

761-9393. The Company's corporate Web site address is
http://www.jbirdrecords.com. Information contained on our website is not part of
this Reoffer Prospectus.

                                   OUR COMPANY
GENERAL

         We were incorporated under the name of Caltron, Inc. in the State of
Pennsylvania on June 7, 1991. On October 8, 1997 we acquired J-Bird Records,
Inc., the first World Wide Web Recording Label(TM) and changed our name to
J-Bird Music Group, Ltd. J-Bird Records, Inc. is a wholly owned subsidiary. We
are presently authorized by its Articles of Incorporation as amended to issue up
to 50,000,000 shares of $0.001 par value of common stock, of which 37,678,295
shares were outstanding as of March 30, 2001.

         J-Bird Records began in 1996 as "The First World Wide Web Recording
Label" (jbirdrecords.com), signing, promoting and selling its artists' CDs
exclusively online. It quickly developed a traditional brick and mortar presence
to enhance its efforts, thereby creating a hybrid label combining the best of
both offline and online worlds. J-Bird Records is an independent label with a
roster of over 350 artists including Rockapella, John Entwistle, the Guess Who,
Mitch Ryder, Jimmie Van Zant and more. The label utilizes traditional and online
marketing and distribution methods for the promotion of its artists. The Navarre
Corporation is the label's exclusive North American distributor to retail
accounts. Navarre is the leading independent distributor of music and
music-related products throughout North America.

         J-Bird Records' business model combines sustained profitability in the
traditional retail marketplace a long with the online world, thus enabling it to
withstand the dot-com fallout as compared to exclusive online music-related
companies, who have not. As a result, the Company has emerged as a strong,
hearty industry competitor, anticipating profitability in 2001.

         J-Bird Records attracts a wide array of established and emerging talent
by offering artists a greater level of creative control, freedom and
involvement. J-Bird Records offers recording contracts which allow artists to
exercise a large amount of self-direction in their career planning, while
driving those careers toward a successful future. In addition to their expanding
talent list, J-Bird is also building its base of assets by acquiring existing
libraries of recordings including collections of music from Duke Ellington and
Bing Crosby.

         The J-Bird website, www.jbirdrecords.com, acts as a highly effective,
cost-sensitive sales and marketing vehicle for its artists. The site is a
completely interactive and user-friendly one offering a broad selection of music
from its extensive catalog. Consumers can review artists biographies, view CD
artwork, listen to full song samples in streaming audio format, check artists'
tour dates, read press reviews and purchase the full CD via J-Bird's e-commerce
functionality. Furthermore, J-Bird is immune to the legal ghosts that haunt many
music-related sites which offer free MP3 downloads. This is due to the fact that
J-Bird only offers free downloads with the full permission and approval from its
artists.

         Our emphasis is to sign and develop artists, create consumer demand and
strategically align ourself with other companies to enhance our presence in the
marketplace.


                                       5

<PAGE>

         Methods of artist development include the review and critique of music,
imaging, artist management, tour support and merchandising. Consumer demand is
created through both traditional industry methods and strategic cutting edge
promotions via the Internet and other emerging technologies. Traditional methods
include but are not limited to publicity campaigns, radio promotions, retail
placement & programs, and television appearances. Methods of Internet marketing
include downloads, streaming audio, online promotions with traditional retail
partners, cybercasts, chats, Internet radio, contests, giveaways, online retail
placement and satellite TV & radio.

         The Company has already begun positioning itself to take advantage of
the new opportunities for promotion and revenue growth from online sources.
According to Jupiter Communications, US online music sales are expected to reach
$5.4 billion in the year 2005, up from $387 million in 1999. These numbers are
based on combined digital music downloads and physical product sold via online
resources. Online music is expected to secure approximately one fourth of the
total US market sales in 4 years, with digitally distributed products
representing 28% of total online dollars (or $1.5 billion by 2005). With
peer-to-peer file sharing (such as Napster) coming under fire for not allowing
the artist to be compensated for sharing of digital music files, the
distribution of digital music appears ready to move to subscriptions to digital
music services that will allow the consumer access to music files and reward the
artist and label as well.

         We believe we are poised to take advantage of the financial and
promotional opportunities presented to them by aligning itself with third-party
digital music providers by licensing our catalog and marketing our services to
media and commerce partners, already established as destination sites for music,
who provide networked sharing subscription services and digital downloads. These
services, industry-wide, will account for approximately $1 billion in 2005, and
music downloads will grow to $530 million in the same timeframe. Physical music
products (CDs) purchased online is expected to grow from $380 million in 1999 to
$3.8 billion in 2005.

         In addition to the above strategies, J-Bird has recently streamlined
operating costs, reduced overhead and consolidated inventory, all helping to
reduce the our break even point. These combined factors are designed to
actualize profits in the year 2001.

STRATEGIC ALLIANCES

         We have consummated and intend to pursue strategic relationships to
introduce J-Bird's music to various media forms and new geographic markets in
order to attract new customers and to pursue additional revenue opportunities.
These relationships may take various forms, including cooperative marketing
agreements, joint ventures, distribution and licensing agreements or other forms
of strategic alliances. Through our distribution agreement with Navarre
Corporation, the J-Bird Label has established a North American presence and
sales force in the traditional retail and the online retail community. With the
exclusive agreement entered into with Bianco Music and Entertainment Ltd. we
believe we can distribute J-Bird music with retail accounts throughout Europe
and the United Kingdom. In addition, we have entered into a

                                       6

<PAGE>

promotional license agreement with Vitaminic, Inc., Europe's leading Internet
community for the promotion and delivery of music in digital format featuring
J-Bird Artists, thereby creating additional exposure to the label and web site
traffic in the United States and abroad. The Agreement with Lappen Enterprises
provides us with additional revenue opportunities through placement in film,
television and sound track projects. Through the licensing agreement with Oxygen
Media, J-Bird Artists and their music have been selected for live and exclusive
television performances.

                                  RISK FACTORS

         In this section we highlight some of the risks associated with the
Company's business and operations. Prospective investors should carefully
consider the following risk factors when evaluating an investment in the common
stock offered by this Reoffer Prospectus.

         Forward-Looking Statements and Associated Risks. Management believes
the information contained in this Reoffer Prospectus contains "forward-looking
statements" which can be identified by the use of forward-looking terminology
such as "believes", "expects", "may", "should" or "anticipates" or the negative
thereof or other variations thereon or comparable terminology or by discussions
of strategy. No assurance can be given that the future results covered by the
forward-looking statements will be achieved. The following Risk Factors include,
among other things, cautionary statements with respect to certain
forward-looking statements, including statements of certain risks and
uncertainties that could cause actual results to vary materially from the future
results referred to in such forward-looking statements.

         1. Limited Operating History. No Assurance as to Future Profitable
Operations. The Company acquired J-Bird in October of 1997 to implement its
business opportunities. In view of this the Company has a limited operating
history, revenues from operations or assets and must be regarded as a new or
"start-up" venture with all of the risks of a new business with all the
unforeseen cost, expenses, problems and difficulties to which a new venture is
subject. The Company cannot predict with any certainty the future success or
failure of its operations. There is no assurance that the Company will generate
net income or successfully expand its operations in the future. Moreover, as a
new enterprise, it is likely to remain subject to risks and occurrences which
management is unable to predict with any degree of certainty, and for which it
is unable to fully prepare. The likelihood of the success of the Company must be
considered in light of the problems, expenses, difficulties, complications and
delays frequently encountered in connection with the commencement of a new
business and the competitive environment in which the Company will operate.
Because of the Company's very limited business history, there is little evidence
for investors to analyze in order to make an informed judgment as to the merits
of an investment in the Company. Any such investment should therefore be
considered high risk investment in an unseasoned start-up company with the
possibility of the loss of the entire investment.

         2. Need for Substantial Additional Capital. The Company remains
in need of substantial financing from sources other than operations in order to
cover its overhead and to maintain and expand its operations. To date, the
Company has been able to meet its outside financing requirements. We have raised
additional capital in private placements no involving

                                       7


<PAGE>

public offerings in accordance with Section 4(2) of the 1933 Act. these
transactions were with purchasers who in the opinion of the Company were either
accredited investors within the meaning of Rule 501(a) of Regulation D
promulgated under the 1933 Act or sophisticated by virtue of business background
and knowledge of the Company through existing relationships giving them access
to business and financial information on the Company. These transactions
resulted in approximately $800,000 in gross proceeds.

         We expect these same funding sources, which were started in November of
1996, together with anticipated cash flow from conventional asset based debt
financing against receivables will continue to provide sufficient capital to
cover overhead and maintain and expand its operations.

         Absent adequate revenues from operations during the phase-in period of
commercial operations, the Company will remain dependent on the outside sources
described above to meet its requirements and to continue operation. While the
Company believes it will be successful in continuing to obtain sufficient
financing from such sources, there can be no assurance with any certainty that
this will in fact, be the case and the failure to do so would have a material
adverse effect on the Company's ability to continue to operate. The Company's
more long term future capital requirements will depend upon numerous factors,
including the amount of revenues generated from operations, the cost of the
Company's sales and marketing activities, none of which can be predicted with
certainty.

         While we do not believe that it will be the case, prospective investors
should note that if all of the above described internal and external sources for
financing should fail to be sufficient, we could be required to reduce its
operations, seek an acquisition partner or sell securities on terms that may be
highly dilutive or other wise disadvantageous.

        3. History of Losses an Accumulated Deficit. We have experienced
operating losses in each fiscal period since commencing operations in 1991. As
of December 31, 2000, we had a deficit accumulated since formation in the
aggregate approximate amount of $10,826,637, of which approximately $2,147,065
was accumulated in the 1999 fiscal year and approximately $2,633,007 was
accumulated in the 2000 fiscal year. (see, above, Risk Factor No.1 "Limited
Operating History: No Assurance as to Future Profitable Operations"). Since our
inception, we have generated extremely limited revenues from operations.

         4. No Assurance of Success or Profitability. There is no assurance
that the Company will generate revenue or profits, or that the market price of
its common stock will be increased thereby.

         5. Going Concern Assumption. Our independent auditor's report on
the Company's financial statements for the year ended December 31, 2000 contain
an explanatory paragraph indicating that, the Company's uncertainty as to its
productivity and its ability to raise sufficient capital raise substantial doubt
about its ability to continue as a going concern. In addition the we have an
accumulated deficit of $10,826,637 as of December 31, 2000. The Company will
require substantial additional funds in the future, and there can be no
assurance that any independent auditor's report on the our future financial
statements will not include a similar

                                       8

<PAGE>

explanatory paragraph if we are unable to raise sufficient funds or generate
sufficient cash from operations to cover the cost of its operations. The
existence of the explanatory paragraph may naturally adversely affect our
relationship with prospective suppliers and artists, and therefore could have a
material adverse effect on our business, financial condition and results of
operations.

         6. Conflicts of Interests. Certain conflicts of interest exist
between the Company and its officers and directors. Many of them have other
business interests to which they devote attention and they may be expected to do
so although management time should be devoted to the business of the Company.
Conflicts of interest may arise that can be resolved only through exercise of
such judgement as is consistent with their fiduciary duties to the company.

         7. Uncertainty of Acceptance of On-line Market as Medium for
Sales and Distribution of Music. The On-Line Medium is relatively new and
untried marketing channel. There can be no assurance that the public or the
artists for that matter will accept and use the Internet as a viable alternative
to the established marketing and distribution channels already in existence.
While we believe music via the Internet may eventually be profitable and result
in purchases, it is not able to estimate with any assurance the potential
Internet music market. There can be no assurance that sufficient market
penetration can be achieved in order to be profitable

         8. Dilution from Issuance of Shares for Services. To date, the
Company has had very limited revenues from operations. Accordingly, the bulk of
its cash assets have been, and may continue to be, utilized to cover the
expenses associated with the development of its business and products. Given the
foregoing, the Company regularly pays certain of its financial obligations by
issuing restricted shares of its common stock, at a discount, in lieu of cash.
The discounts at which such shares were issued was generally, but not always,
set at 50% of the average market price of the stock, as traded in the
over-the-counter market and quoted in the OTC Bulletin Board. Such discounts
were either negotiated at arms length with third parties or determined
arbitrarily and in such cases they bore no relationship to the Company's assets,
earnings, book value or other such criteria of value. Such issuances have, and
may continue to, result in substantial dilution to the Company's existing
shareholders.

         From May of 1995 through March 2001, the Company has issued a total of
2,160,000 shares, constituting approximately 6 % of the issued and outstanding
shares in lieu of cash compensation and expense reimbursement due under
employment and consulting agreements with its executive officers, employees, and
corporate counsel and in additional compensation by way of directors shares and
stock bonuses. In addition, during that period, the Company issued 4,945,000
shares, constituting approximately 13 % of the issued and outstanding common
stock to affiliated an non-affiliated consultants and subcontractors for
consulting services of various obligations to its officers, counsel, and outside
vendors, the Company will, to the extent possible, continue to issue shares of
its common stock at negotiated or arbitrary discounts. Finally, there have been
issued 649,500 shares of common stock in lieu of cash payments of vendor
invoices and to artists pursuant to contracts.

                                       9

<PAGE>

         9. Possible Depressive Effect on Price of Securities of Future Sales
of Common stock. The resale of approximately 24,668,295 common shares of the
Company, issued and outstanding as of March 31, 2001, which approximately
9,243,000 can currently be resold pursuant to Rule 144 of the 1933 Act. The sale
or other disposition of much of these currently outstanding shares of common
stock is restricted by the 1933 Act. Unless such sales are registered, these
shares may only be sold incompliance with Rule 144 promulgated under the 1933
Act or some other exemption from registration thereunder. Rule 144 provides,
among other matters, that if certain information concerning the operating and
financial affairs of the Company is publicly available, persons who have held
restricted securities for a period of one year may thereafter sell in each
subsequent three month period up to that number of such shares equal to one
percent of our total issued and outstanding common stock. The sale or
availability for sale of substantial amounts of common stock in the public
market after this offering being made by this Registration Statement could
adversely affect the prevailing market price for our common stock and could
impair our ability to raise additional capital through the sale of its equity
securities.

         10. Possible Voting Control by Management: Possible Depressive
Effect on Market Prices. As of March 30, 2001, the Company's officers and
directors were the beneficial owners of an aggregate of 5,104,000 shares,
constituting of approximately 14.3% of the outstanding common stock.

         11. Limited Public Market: Company Not Eligible for Inclusion on
NASDAQ. To date there has been only a limited and sporadic public market for the
Company's common stock. There can be no assurance that an active and reliable
public-market will develop or. if developed, that such market will be sustained.
Purchasers of shares of common stock of the Company may, therefore, have
difficulty in reselling such shares. As a result, investors may find it
impossible to liquidate their investment in the Company should they desire to do
so. Our common stock is currently traded in the over-the-counter market and
quoted on the OTC Bulletin Board. The Company intends to apply to have its
common stock approved for quotation on the Nasdaq SmallCap Market at such time,
in the future, that it meets the requirements for inclusion. As at the date
hereof, however, the Company is not eligible for inclusion in NASDAQ or for
listing on any national stock exchange All companies applying and authorized for
NASDAQ are required to have not less than $4,000,000 in net tangible assets, a
public float with a market value for not less than five million dollars, and a
minimum bid of price of $4.00 per share. At the present time, the Company is
unable to state when, if ever, it will meet the Nasdaq application standards.
Unless we are able to increase the Company's net worth and market valuation
substantially, either through the accumulation of surplus out of earned income
of successful capital raising financing activities, it will never be able to
meet the eligibility requirements of NASDAQ. Moreover, even if we meet the
minimum requirements to apply for inclusion in The Nasdaq SmallCap Market, there
can be no assurance, that approval will be received or, if received, that the
Company will meet the requirements for continued listing on the Nasdaq SmallCap
Market. Further, Nasdaq reserves the right to with draw or terminate a listing
on the Nasdaq Small Cap at any time and for any reason in its discretion. If the
Company is unable to obtain or to maintain a listing on the on the Nasdaq
SmallCap Market, quotations, if any, for "bid" and "asked" prices of the common
stock would be available only on the OTC Bulletin Board where the common stock


                                     10

<PAGE>

is currently quoted or in the "pink sheets" published by the National Quotation
Bureau, Inc. This can result in an investor's finding it more difficult to
dispose of or to obtain accurate quotations of prices for the common stock than
would be the case if the common stock were quoted on the Nasdaq SmallCap Market.
Irrespective of whether or not the common stock is included in the Nasdaq
SmallCap system, there id no assurance that the public market for the common
stock will become more active or liquid in the future. In that regard,
prospective purchasers should consider that this offering is being made without
the underwriting arrangements typically found in a public offering of
securities. Such arrangements generally provide for the issuer of the securities
to sell the securities to an underwriter which, in turn, sells the securities to
its customers and other members of the pubic at a fixed offering price, with the
result that the underwriter has a continuing interest in the market for such
securities following the offering. In order to qualify for listing on a national
stock exchange, similar minimum criteria respecting, among other things, the
Company's net worth and/or income from operation must be met.

         Accordingly, market transactions in the Company's common stock are
subject to the "Penny Stock Rules" of the Securities and Exchange Act of 1934,
which are discussed in more detail, below, under "Risk Factor No. 11 "Regulation
of Penny Stocks". These rules could make it difficult to trade the common stock
of the Company because compliance with them can delay and/or preclude certain
trading transactions. This could have an adverse effect on the ability of an
investor to sell any shares of the Company's common stock.

         12. Regulation of Penny Stocks. As discussed above, at the present
time, the Company's common stock is not listed on The Nasdaq Small Cap Stock
market or on any stock exchange. Although dealer prices for the Company's common
stock are listed on the OTC Bulletin Board, trading has been sporadic and
limited since such quotations first appeared on or about June 8, 1995.

         The Securities Enforcement and Penny Stock Reform Act of 1990 requires
special disclosure relating to the market for penny stocks in connection with
trades in any stock defined as a "penny stock" Commission regulations generally
define a penny stock to be an equity security that has a market price of less
than $5.00 per share and is not listed on The Nasdaq SmallCap Stock Market or a
major stock exchange. These regulations subject all broker-dealer transactions
involving such securities to the special "Penny Stock Rules" set forth in Rule
15g-9 of the Securities Exchange Act of 1934 (the "34 Act"). It may be necessary
for the Selling Shareholders and the Underlying Share Selling Shareholders to
utilize the services of broker-dealers who are members of the NASD. The current
market price of the Company's Common Stock is substantially less than $5.
Accordingly, any broker-dealer sales of the shares being registered hereunder,
as subject to the Stock Rules. These Rules affect the ability of broker-dealers
to sell the Company's securities and also may affect the ability of purchasers
in this offering to sell their shares in the secondary market, if such a market
should ever develop.

         The Penny Stock Rules also impose special sales practice requirements
on broker-dealers who sell such securities to persons other than their
established customers or "Accredited Investors". Among other things, the Penny
Stock Rules require that a broker-dealer make a special suitability
determination respecting the purchaser and receive the purchaser's written
agreement to the transaction prior to the sale. In addition, the Penny Stock
Rules require that a

                                       11


<PAGE>

broker-dealer deliver, prior to any transaction, a disclosure schedule prepared
in accordance with the requirements of the Commission relating t the penny stock
market. Disclosure also has to be made about commissions payable to both the
broker-dealer and the registered representative and the current quotations for
the securities. Finally, monthly statements have to be sent to ally holder of
such penny stocks disclosing recent rice information for the penny stock held in
the account and information on the limited market in penny stocks. Accordingly,
for so long as the Penny Stock Rules are applicable to the Company's common
stock, it may be difficult to trade such stock because compliance with such
Rules can delay and/or preclude certain trading transactions. This could have an
adverse effect on the liquidity and/or price of the Company's common stock.

         Shareholders should be aware that, according to Securities and Exchange
Commission release No. 34-329093, the market for penny stocks has suffered in
recent years from patterns of fraud and abuse. Such patterns include (i) control
of the market for the security by one or a few broker-dealers that are often
related to the promoter or issuer; (ii) manipulation of prices through
prearranged matching of purchases and sales and false and misleading press
releases; (iii) "boiler room" practices involving high-pressure sales tactics
and unrealistic price projections by inexperienced sales persons; (iv) excessive
and undisclosed bid-ask differentials and markups by selling broker-dealers; and
(v) the wholesale dumping of the same securities by promoters and broker-dealers
after prices have been manipulated to a desired level, along with the resulting
inevitable collapse of those prices and with consequent investor losses. The
Company's management is aware of the abuses that have occurred historically in
the penny stock market. Although the Company does not expect to be in a position
to dictate the behavior of the market or of broker-dealers who participate in
the market, management will strive within the confines of practical limitations
to prevent the described patterns from being established with respect to the
Company's securities.

         13. Dependence on Key Personnel. We are dependent on key personel
and our business would be disrupted if we are unable to retain and expand our
management team. Our success depends to a significant extent on the efforts and
abilities of certain of its senior management, in particular those of Hope D.
Trowbridge, President. The loss of this person could have a material adverse
affect on the Company's business, prospects, operating results and financial
condition. There can, however, be no assurance that, in such event, the Company
will be able to locate and retain a capable successor to her or any member of
its senior management. We do not presently have key man life insurance policies
and do not intend to obtain any unless required to do so under future financing
arrangements. There can be no assurance that such policies will be available to
the Company on commercially reasonable terms, if at all.

         None of our personnel is covered by an employment contract and any
officer or employee of our company can terminate his or her relationship with us
at any time. None of our employees is subject to non-competition agreements
which would survive termination of employment.

         14. Lack of Continuity in Management. We do not have employment
agreements, with any of our officers and directors, and as a result, there is no
assurance that they will continue to manage the Company in the future.

                                       12

<PAGE>

         15. Indemnification of Officers and Directors. Our By-Laws provide
for the indemnification of its directors, officers, employees, and agents, under
certain circumstances, against attorney's fees and other expenses incurred by
them in any litigation to which they become a party arising from their
association with or activities on behalf of the Company. The Company will also
bear the expenses of such litigation for any of its directors, officers,
employees, or agents, upon such person's promise to repay the Company therefore
if it is ultimately determined that any such person shall not have been entitled
to indemnification. This indemnification policy could result in substantial
expenditures which we will be unable to recoup.

         16. Dependence Upon Outside Advisors. To supplement the business
experience of its officers and directors, we have been and in the future may be
required to employ accountants, technical expert, appraiser, attorneys or other
consultants or advisors. The selection of any such advisors will be made by the
President without any input from stockholders. Furthermore, it is anticipated
that such persons may be engaged on a "as needed" basis without a continuing
fiduciary or other obligation to the Company. In the event the President of the
Company considers it necessary to hire outside advisors, they may elect to hire
persons who are affiliates, if they are able to provide the required services.

         17. Competition. We compete for artists and recordings to
distribute with national and regional recording and distributing companies,
which have a competitive edge over the Company by virtue of their stronger
management, promotional, and financial resources. We compete in the distribution
and sale of recorded music with established record label companies and with
other music producers and distributors including Polygram, Time Warner, EMI,
Columbia and Phillips. Our strategy is to sign artists who are unable to obtain
recording contracts with larger recordings that management believes will appeal
to consumers interested in particular music genres. The recording products
offered by the Company compete for consumers who have a wide selection of music
choices within the same music genres offered by the Company. The Company also
competes with other businesses that offer and sell recordings through the
Internet. The Company will compete for consumer dollars on the basis of the
types of music it selects for distribution and the marketing of its music
selections through the Internet.

         18. No Dividends and None Anticipated. We have not paid any cash
dividends, nor do we contemplate or anticipate paying any dividends upon its
Common Stock in the foreseeable future.

         19. Potential Fluctuations in Periodic Results. Our revenues may be
subject to significant variation from period to period due to the seasonal
nature of the recording business and will be difficult to predict. Revenues are
difficult to forecast because the internet recording business is evolving, and
our sales cycle may vary substantially from time to time.

         20. Our Future Operating Results Are Likely to Fluctuate. Our quarterly
and annual operating revenues, expenses and operating results may fluctuate due
to a variety of factors, many of which are beyond our control, including:

          o    the timing of contracts with new recording artists

                                       13


<PAGE>

          o    the timing of new recording introductions and products us or our
               competitors

          o    variations in the quality and mix of recording marketed and sold
               by us or our competitors

          o    the timely payment of our invoices

          o    possible decreases in average the prices of our labels in
               response to competitive pressures

          o    market acceptance to new recording labels

          o    growth in the sales of music via the new internet medium

          o    fluctuations in general economic conditions

         Due to all of the foregoing factors, we do not believe that
period-to-period comparisons or our historical results of operations are
indications of future performance. Furthermore, it is possible that in some
future quarters our results of operations may fall below the expectations of
management and investors. In such event, the price of our stock on the OTC
Bulletin Board will likely be materially and adversely affected.

         21. Our Stock Price is Volatile. The market for securities of
music companies, including ours, has been highly volatile. The market price of
our common stock has fluctuated between $ .95 and $ .05 from March 31, 1999 to
March 30, 2001, and the last sale price was $ .05 on March 30, 2001. It is
likely that the price of our common stock will continue to fluctuate widely in
the future. Factors affecting the trading price of our common stock include:

          o    responses to quarter-to quarter variations in operating results

          o    failure to meet securities analysts' estimates

          o    changes in financial estimates by securities analysts

          o    conditions, trends or announcements in the music and
               entertainment industries

          o    announcements or significant acquisitions, strategic alliances,
               joint ventures, or capital commitments by us or our competitors.

          o    additions or departures of key personnel

          o    sales of common stock

          o    accounting pronouncements or changes in accounting rules that
               effect our financial statements

                                       14

<PAGE>

          o    external factors and events beyond our control

         In addition, the stock market in general, and the market for music and
entertainment related stocks in particular, has experienced extreme volatility
that often has been unrelated to the operating performance of particular
companies. These broad market and industry fluctuations may adversely affect the
trading price of our common stock, regardless of our actual operating
performance.

         Investors may be unable to resell their shares of our common stock at
or above their purchase price. In the past, companies that have experienced
volatility in the market price of their stock have been the object of securities
class action litigation. If we were the subject of securities class action
litigation, it could result in substantial costs, a diversion of management's
attention and resources and a material adverse effect on our business and
financial condition.

         22. External Factors Could Affect Our Common Stock Trading Price.
Fluctuations in the trading price of our common stock and purchase warrants may
result from a number of factors, some of which are beyond our control,
including:

               o    general economic and stock market conditions

               o    or anticipated fluctuations in our operating results;

               o    changes in expectations as to our future financial
                    performance or changes in financial estimates by securities
                    analysts;

               o    earnings and other announcements by, and changes in market
                    valuations of other comparable companies and

               o    trading of our common stock.

                                       15

<PAGE>


                                 USE OF PROCEEDS

         The Company will not receive any of the proceeds from the sale of the
Shares by the Selling Shareholders.

                              SELLING SHAREHOLDERS

         Shares of our common stock eligible for sale pursuant to this Reoffer
Prospectus or which may become eligible for sale pursuant to this Reoffer
Prospectus whether or not the holders of these shares have any present intent to
do so are shares which (i) have been acquired pursuant to the terms of a
Employee Restricted Stock Purchase Agreement ("Stock Purchase Agreement") dated
as of March 1, 2001. Under the terms of the Stock Purchase Agreement the Shares
are being sold to the employees at a price of $0.085 per share or an aggregate
of $68,000 which may be paid for in cash or if the Company permits by the
performance of employment services performed or to be preformed or (ii) have
been acquired by them pursuant to the terms of four separate individual
Consulting Agreements ("Consulting Agreements") which are individually
negotiated written compensation agreements pursuant to which the selling
shareholders are rendering or have rendered bona fide services not in connection
with the offer or sale of securities in a capital raising transaction. In these
cases the Company is permitting payment by the performance of employment or
consulting services in lieu of the payment thereof in cash to the employee.

         For the purposes of this Reoffer Prospectus, all of the Shares being
registered hereunder are "restricted shares" insofar as they were issued to an
individual employee or consultant of our Company under an employee benefit plan
pursuant to a 1933 Act exemption prior to their inclusion in a registration
statement on Form S-8, of which this Reoffer Prospectus is a part.

                              PLAN OF DISTRIBUTION
         All or a portion of the Shares offered through this prospectus may be
sold, from time to time, by or for the Selling Stockholders in one or more
transactions in the public market on the Over-the-Counter ("OTC") Market, in
privately negotiated transactions, or in a combination of those transactions.
These sales may be made either at fixed prices which may be changed, at market
prices prevailing at the time of sale on the OTC Market, at prices related to
prevailing market prices or at negotiated prices. The Shares may be sold
directly by the Selling Stockholders, each acting as principal for his own
account or may be sold through brokers, dealers or other agents designated from
time to time by the Selling Shareholders. These brokers, dealers or other agents
may receive compensation in the form of customary brokerage commissions or
concessions from the selling stockholders or the purchasers of the Shares. We
anticipate that there will be no underwriting commissions or discounts payable
with respect to these transactions, other than brokers commissions or fees
customarily paid on these types of transactions, which commissions and fees will
be borne by the Selling Stockholders.

         Any shares of common stock that qualify for sale pursuant to Rule 144
under the Securities Act of 1933, as amended, may be sold under Rule 144 rather
than pursuant to this Reoffer Prospectus.

                                       16

<PAGE>

         The Selling Stockholders and any broker-dealers or agents that
participate with the selling stockholders in the distribution of the Shares may
be deemed to be "underwriters" within the meaning of the Securities Act of 1933,
as amended, and any commissions received by them and any profit received by them
may be deemed to be underwriting commissions or discounts under the Securities
Act of 1933, as amended. Under applicable rules and regulations under the
Securities Exchange Act of 1934, as amended any person engaged in the
distribution of the Shares may not simultaneously engage in market-making
activities with respect to applicable provisions of the Securities Exchange Act
of 1934, as amended, and the rules and regulations promulgated under the
Securities Exchange Act of 1934, as amended, including, Regulation M, which
provisions may limit the timing of purchases and sales of our common stock by
the Selling Stockholders. All of these things may limit the marketability of the
Shares.

         To our knowledge, no underwriting arrangements have been entered into
by the Selling Stockholders with respect to the Shares as of the date of this
Reoffer Prospectus. If we are notified by a Selling Shareholder that any
material arrangement has been entered into with a broker or dealer for the sale
of shares through a block trade, special offering or secondary distribution, or
a purchase by a broker or dealer, we will file a supplement to this Reoffer
Prospectus, if required, pursuant to Rule 424(b) under the Securities Act of
1933, as amended, disclosing (a) the name of each Selling Shareholder and of the
participating broker or dealer, (b) the number of shares involved, (c) the price
at which the shares were sold, (d) the commissions paid or the discounts or
concessions allowed to the broker or dealer, where applicable, (e) that the
broker or dealer did not conduct any investigation to verify the information set
out or incorporated by reference in this prospectus, and (f) other facts
material to the transaction.

         To the extent required, we will use our best efforts to file, during
any period in which offers or sales are being made, one or more supplements to
this Prospectus to describe any material information concerning the plan of
distribution not previously disclosed in this prospectus or any material change
to that information in this prospectus.

         In order to comply with the securities laws of certain states, if
applicable, the Shares will be sold in those jurisdictions only through
registered or licensed brokers or dealers.

         We will pay all expenses incurred to register the Shares, which are
estimated to be approximately $12,000, but all brokerage commissions and other
expenses incurred by individual selling stockholders will be paid by them. There
is no assurance that any of the Selling Stockholders will sell any or all of the
Shares offered through this Prospectus.

                                     EXPERTS

         The financial statements and schedules of the Company and its
subsidiaries included in the Company's Annual Report on Form 10-KSB, for the
fiscal years ended December 31, 1999, and December 31, 2000 have been examined
by, Caracansi Ramey & Associates, LLC., Certified Public Accountants, and such
financial statements and schedules are incorporated by reference herein in
reliance upon the authority of said firm as experts in accounting and auditing.

                                       17

<PAGE>

                                LEGAL PROCEEDINGS

         We are not a party to any legal proceedings, and to the best of our
knowledge, no such proceedings by or against the Company or J-Bird Records, Inc.
have been threatened.

                                  LEGAL OPINION

         The legality of the Shares offered hereby has been passed upon for the
Company by H. Melville Hicks, Jr., 551 Fifth Avenue, Suite 1625, New York, New
York 10176 its corporate and securities counsel.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         The following documents are incorporated by reference in this
         registration statement:

    (a)  General Form For Registration of Securities of Small Business Issuer
         on Form 10-SB and all Exhibits thereto filed pursuant to Section 12
         (g) of the Exchanges Act of 1934, as amended (the "1934 Act").

    (b)  Registrant's Annual Report on Form 10-KSB and all Exhibits thereto for
         the fiscal years ended December 31, 1999 and December 31, 2000, filed
         pursuant to Section 15(d) of the 1934 Act.

    (c)  Registrant's quarterly reports on Forms 10-QSB for the fiscal quarters
         ended March 31, 2000, June 30, 2000 and September 30, 2000 filed
         pursuant to Section 15(d) of the 1934 Act.

    (d)  Registrant's Current Report on Form 8-K dated October 28, 1999 and
         filed with the Commission on November 15, 1999.

         All documents filed by the Registrant pursuant to Section 13(a), 13(c),
14, and 15(d) of the 1933 Act and Sections 13(a), 13(c), and 14 of the 1934 Act
after the date of this registration statement and prior to the filing of a
post-effective amendment to this registration statement which indicates that all
securities offered hereunder have been sold, or which registers all securities
then remaining unsold under this registration statement, shall be deemed to be
incorporated by reference in this registration statement and to be a part hereof
from the date of filing of such documents.

         Any statement contained herein or in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently

                                       18

<PAGE>

filed document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.

Item 4.  Description of Securities

         Not applicable (securities to be offered are registered under Section
12 of the Exchange Act)

Item 5.  Interest of Named Experts and Counsel

         Neither Caracansi Ramey & Associates, LLC., Certified Public
Accountants, nor H. Melville Hicks, Jr. respectively auditor and counsel to the
Company have any beneficial interest in the common stock of the Company.

Item 6.  Indemnification of Directors and Officers.

         The By-laws of the Company provide that a director or officer of the
Company will not be personally liable to the Company or its shareholders for
monetary damages for acts or conduct of said officer or director performed for
or on behalf of the Company, except for liability arising out of his own
negligence or willful misconduct.

         The Company is entitled under its By-laws to purchase and maintain
insurance on behalf of any director or officer against any liability asserted
against him and incurred by him in any capacity.

         Insofar as indemnification for liabilities arising under the 1933 Act
may be permitted to directors, officers, and controlling persons of that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the 1933 Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by registrant of expenses incurred in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

         Except to the extent herein above set forth, there is no charter
provision, by-law, contract, arrangement or statute pursuant to which any
director or officer of the Company is indemnified in any manner against any
liability which he may incur in his capacity as such.

Item 7.  Exemption From Registration Claimed

         The Shares were issued for employment compensation and compensation for
advising and consulting services rendered or to be rendered. This sale was made
in reliance on the

                                       19

<PAGE>

exemption from registration requirements of the 1933 Act contained in Section
4(2) thereof covering transactions not involving any public offering or not
involving any "offer" or "sales".


Item 8.  Exhibits

         The exhibits filed as a part of this Registration Statement or
incorporated herein by reference are as follows:

Exhibit No. Item
----------  ----

     4.2  Employee Restricted Stock Purchase Agreements dated as of March 1,
          2001.

     4.3  Consulting Agreement dated as of January 1, 2000 between the
          Corporation and Thomas "Doc" Cavalier.

     4.4  Consulting Agreement dated as of January 1, 2001 between the
          Corporation and Christopher Hensley.

     4.5  Consulting Agreement dated as of February 15, 2001 between the
          Corporation and Brian Murphy

     4.6  Consulting Agreement dated as of January 1, 2001 between the
          Corporation and James Hodgdon

     4.7  Consulting Agreement dated as of the 1st day of January, 2001 between
          the Corporation and Robert Allen Cooke.

     5.3  Opinion of H. Melville Hicks, Jr., Esq., regarding the legality of the
          securities being registered under this Registration Statement.

     24.4 Consent of Caracansi Ramey & Associates, LLC., Certified Public
          Accountants Independent Auditors for the Company.

     24.3 Consent of H. Melville Hicks, Jr., Esq., counsel for the Company (set
          forth in the opinion of counsel included as Exhibit 5.3).



Item 9.  Undertakings.

     (a)  The undersigned Registrant hereby undertakes:

     (1)  To file, during any period in which offers of sales are being made, a
          post-effective amendment to this registration statement:

          (i)  To include any prospectus required by Section 10(a)(3) of the
               1933 Act;

          (ii) To reflect in the prospectus any facts or events arising after
               the effective date of the registration statement (or the most
               recent post-effective amendment thereof) which, individually or
               in the aggregate, represent a fundamental change in the
               information set forth in the registration statement;

                                       20

<PAGE>

         (iii) To include any material information with respect to the plan of
               distribution not previously disclosed in the registration
               statement or any material change to such information in the
               registration statement.

         Provided, however, that paragraphs (a) (1) (i) and (a) (1) (ii) do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the Company
pursuant to Section 13 or Section 15(d) of the 1934 Act that are incorporated by
reference in this registration statement.

     (2)  That, for the purpose of determining any liability under the 1933 Act,
          each such post-effective amendment shall be deemed to be a new
          registration statement relating to the securities offered therein and
          the offering of such securities at that time shall be deemed to be the
          initial bona fide offering thereof.

     (3)  To remove from registration by means of a post-effective amendment any
          of the securities being registered which remain unsold at the
          termination of the offering.

     (b)  The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to section 13(a) or section 15 (d) of the 1934 Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to section 15(d) of the 1934 Act that is incorporated by reference in
the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

                                       21

<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Wilton, Connecticut on the 30th day of March 2001.


                                   J-BIRD MUSIC GROUP, LTD.

                                   By: s/ Hope D. Trowbridge
                                   Hope D. Trowbridge
                                   President

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.

<TABLE>
<CAPTION>

         Signature                        Title                              Date

<S>                                <C>                                <C>

/s/ Hope D. Trowbridge              President, Treasurer                March 30, 2001
   ------------------
Hope D. Trowbridge

/s/Asa L. Fish                           Secretary                      March 30, 2001
  ---------------------------
Asa L. Fish


Majority of the Board of Directors:
/s/Darren Norwiki                         Director                      March 30, 2001
  -----------------------
Darren Norwiki


s/ Hope D. Trowbridge.                   Director                       March 30,2001
   ------------------
Hope D. Trowbridge

/s/ Asa L. Fish                           Director                      March 30, 2001
----------------------------
Asa L. Fish

</TABLE>

                                       22

<PAGE>


                                INDEX TO EXHIBITS

 Exhibit
  Number  Description of Documents
 -------  ------------------------

     4.2  Employee Restricted Stock Purchase Agreements dated as of March 1,
          2001.

     4.3  Consulting Agreement dated as of January 1, 2000 between the
          Corporation and Thomas "Doc" Cavalier.

     4.4  Consulting Agreement dated as of January 1, 2001 between the
          Corporation and Christopher Hensley.

     4.5  Consulting Agreement dated as of February 15, 2001 between the
          Corporation and Brian Murphy

     4.6  Consulting Agreement dated as of January 1, 2001 between the
          Corporation and James Hodgdon

     4.7  Consulting Agreement dated as of the 1st day of January, 2001 between
          the Corporation and Robert Allen Cooke.

     5.3  Opinion of H. Melville Hicks, Jr., Esq., regarding the legality of the
          securities being registered under this Registration Statement.

     24.4 Consent of Caracansi Ramey & Associates, LLC., Certified Public
          Accountants Independent Auditors for the Company.

     24.3 Consent of H. Melville Hicks, Jr., Esq., counsel for the Company (set
          forth in the opinion of counsel included as Exhibit 5.3).
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{"company-data": {"conformed-name": "J BIRD MUSIC GROUP LTD", "cik": "0001057550", "assigned-sic": "4899", "irs-number": "061411727", "state-of-incorporation": "PA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-58200", "film-number": "1594428"}, "business-address": {"street1": "396 DASSBURY ROAD", "street2": "SUITE 301", "city": "WILTON", "state": "CT", "zip": "06897", "phone": "2037619393"}, "mail-address": {"street1": "396 DANBURY RD", "street2": "SUITE 301", "city": "WILTON", "state": "CT", "zip": "06897"}}
As filed with the Securities and Exchange Commission on April __, 2001
                                                    Registration  No.  ________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                  - - - - - - -
                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933
                            J-BIRD MUSIC GROUP, LTD.
             (Exact name of registrant as specified in its charter)

               Pennsylvania                            06-1411727
     (State or other jurisdiction of                (I.R.S. Employer
      incorporation or organization)                Identification No.)

              396 Danbury Road
           Wilton, Connecticut 06897                      06897
    (Address of Principal Executive Offices)            (Zip Code)

                               EMPLOYEE RESTRICTED
                            STOCK PURCHASE AGREEMENT
                             BETWEEN REGISTRANT AND
                                CERTAIN EMPLOYEES

                              CONSULTING AGREEMENTS
                             BETWEEN REGISTRANT AND:
                               CERTAIN CONSULTANTS
                            (Full title of the plan)
                               Hope D. Trowbridge
                                396 Danbury Road
                                Wilton, CT 06897

           (Name and address, including zip code of agent for service)
                             (203) 761-9393 Ex. 200
          (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
 ============================================================================================================
                                               Proposed Maximum      Proposed Maximum            Amount of
Title of Securities          Amount to be       Offering Price       Aggregate Offering         Registration
 to be Registered             Registered         per Share*               Price*                    Fee
-------------------------------------------------------------------------------------------------------------
Common Stock, Par Value,
$.001 Per Share, Issued
Pursuant to an Employee
Restricted Stock Purchase
Agreement with four
Employees.                       800,000               $0.05                 40,000               10.00
Pursuant to Certain
Consulting Agreements with
four Consultants               4,060,000               $0.05               $203,000              $50.75
                               ---------               -----               --------              ------
           TOTAL               4,860,000               $0.05               $243,000              $60.75
* Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(c) on the basis of the average of the low
bid and ask prices of the Common Stock of the Registrant as traded in the
over-the-counter market and reported in the Electronic Bulletin Board of the
National Association of Securities Dealers on March 29, 2001.

                                       ii
Cross Reference Sheet Showing Location in Reoffer Prospectus of
       Information Required by Items of Part I of Form S-3 Included Herein
                Under Cover of Form S-8, Pursuant to Rule 404(a)
Form S-3 Item No. and Heading                                           Heading in Prospectus
-----------------------------                                           ---------------------
1.   Forepart of the Registration Statement and Outside
       Front Cover Page of Prospectus............................       Outside Front Cover Page
1.   Inside Front and Outside Back Cover
       Pages of Prospectus.......................................       AVAILABLE INFORMATION;
                                                                        REPORTS TO SHAREHOLDERS;
                                                                        INCORPORATION OF CERTAIN DOCUMENTS
                                                                        BY REFERENCE; TABLE OF CONTENTS
2.   Summary Information, Risk factors and Ratio of
       Earnings to Fixed Charges.................................       Outside Front Cover Page;
                                                                        THE COMPANY; RISK FACTORS
4.   Use of Proceeds.............................................       USE OF PROCEEDS
5.   Determination of Offering Price.............................       Outside Front Cover Page;
                                                                        PLAN OF DISTRIBUTION
6.   Dilution....................................................       Not Applicable
7.   Selling Security Holders....................................       SELLING SHAREHOLDER
8.   Plan of Distribution........................................       Outside Front Cover Page;
                                                                        PLAN OF DISTRIBUTION
9.   Description of Securities to be Registered..................       DESCRIPTION OF SECURITIES
10.  Interests of Named Experts and Counsel......................       EXPERTS; LEGAL OPINIONS
11.  Material Changes............................................       THE COMPANY
12.  Incorporation of Certain Information
       by Reference..............................................       INCORPORATION OF CERTAIN DOCUMENTS
                                                                        BY REFERENCE
13.  Disclosure of Commission Position on
       Indemnification For Securities Act
       Liabilities...............................................       INDEMNIFICATION
iii
REOFFER
PROSPECTUS
-------------------------------------------------------------------------------

                                EXPLANATORY NOTE

J-Bird Music Group, Ltd. ("Company") has prepared this Registration Statement in
accordance with the requirements of Form S-8 under the Securities Act of 1933,
as amended (the "1933 Act"), to register certain shares of common stock, par
value $0.001 per share, issued to a certain selling shareholders. Under cover of
this Form S-8 is a Reoffer Prospectus the Company prepared in accordance with
Part I of Form S-3 under the 1933 Act. The Reoffer Prospectus may be utilized
for reofferings and resales of up to 4,860,000 shares of Common Stock acquired
by the selling shareholders.

                                     PART I

                               REOFFER PROSPECTUS

                            J-BIRD MUSIC GROUP, LTD.
                                396 DANBURY ROAD
                            WILTON, CONNECTICUT 06897
                                 (203) 761-9393

                        4,360,000 SHARES OF COMMON STOCK

The shares of common stock, $0.001 par value per share, of J-Bird Music Group,
Ltd. (the "Company") offered for sale hereby (the "Shares") will be sold from
time to time by the following Employees and the following Consultants:
Employees                   Office & Services           No. Shares Offered
---------                   -----------------           ------------------
Asa L. Fish                 Secretary                   200,000
Robert Morrison             Sales Manager               200,000
Darren Nowicki              Artist Development          200,000
Hope D. Trowbridge          President                   200,000           800,000
                                                        -------

Consultants                 Work                        No. Shares
-----------                 ----                        ----------
Thomas "Doc" Cavalier       Retail Marketing
                            & Promotions                160,000
Christopher Hensley         Retail Marketing
                            & Promotions                200,000
Brian J. Murphy             Festivals & Live Events     200,000
James R. Hodgdon            Investor and Public       2,000,000
                .           Relations
Robert Allen Cooke          Financial and Product     1,500,000
                            Development                                 4,060,000
                                                                       -----------
                                                    TOTAL               4,860,000
                                                    -----
(collectively "Selling Shareholders"). The Selling Shareholders acquired the
Shares pursuant to a certain Employee Restricted Stock Purchase Agreement dated
as of March 1, 2001 and five separate Consulting

                                       1
Agreements for consulting services that the Selling Shareholders have provided
or are still providing to the Company.

The sales may occur in transactions on the over-the-counter market maintained by
Nasdaq at prevailing market prices or in negotiated transactions. The Company
will not receive proceeds from any of the sale of the Shares. The Company is
paying for the expenses incurred in registering the Shares.

The Shares are "restricted securities" under the 1933 Act before their sale
under the Reoffer Prospectus. The Reoffer Prospectus has been prepared for the
purpose of registering the Shares under the 1933 Act to allow for future sales
by the Selling Shareholders to the public without restriction. To the knowledge
of the Company, the Selling Shareholders have no arrangement with any brokerage
firm for the sale of the Shares. The Selling Shareholders may be deemed to be
"underwriters" within the meaning of the 1933 Act. Any commissions received by a
broker or dealer in connection with resales of the Shares may be deemed to be
underwriting commissions or discounts under the 1933 Act.

The Company's common stock is currently traded on the NASDAQ Over-the-Counter
market and quoted on the Bulletin Board under the symbol "JBRD".

This investment involves a high degree of risk.  Please see "Risk Factors"
beginning on page 7.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED WHETHER
THIS REOFFER PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
                     ---------------------------------------

                                  April 3, 2001

                                       2
TABLE OF CONTENTS

Where You Can Find More Information ........................3
Incorporated Documents......................................4
The Company.................................................5
Risk Factors................................................7
Use of Proceeds.............................................16
Selling Shareholders........................................16
Plan of Distribution .......................................16
Experts.....................................................17
Legal Opinion...............................................18

You should only rely on the information incorporated by reference or provided in
this Reoffer Prospectus or any supplement. We have not authorized anyone else to
provide you with different information. The common stock is not being offered in
any state where the offer is not permitted. You should not assume that the
information in this Reoffer Prospectus or any supplement is accurate as of any
date other than the date on the front of this Reoffer Prospectus.

                  WHERE YOU CAN FIND MORE INFORMATION ABOUT US

We have filed with the Securities and Exchange Commission (the"SEC") in
Washington, D.C. a registration statement on Form S-8 under the Securities Act
with respect to the shares of common stock offered in this Reoffer Prospectus.
This Reoffer Prospectus does not contain all the information set forth in the
registration statement and the exhibits and schedules thereto. For further
information about us and our common stock, we refer you to the registration
statement and to the exhibits and schedules filed with it. Statements contained
in this prospectus as to the contents of any contract or other document referred
to are not necessarily complete; we refer you to those copies of contracts or
other documents that have been filed as exhibits to the registration statement,
and statements relating to such documents are qualified in all respects by such
reference. Anyone may inspect a copy of the registration statement without
charge at the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington,
D.C. 20549. You may obtain copies of all or any portion of the registration
statement by writing to the SEC's Public Reference Room, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and paying prescribed fees. You may obtain information
on the operation of the Public Reference Room by calling the SEC at
1-800-SEC-0330. In addition, the SEC maintains a Web site at http://www.sec.gov
that contains reports, proxy and information statements and other information
regarding companies such as ours that file electronically with the SEC.

We are subject to the informational requirements of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), and therefore we file reports, proxy
statements and other information with the SEC. You can inspect and copy the
reports, proxy statements and other information that we file at the public
reference facilities maintained by the SEC at the Public Reference Room, 450
Fifth Street, N.W., Washington, D.C. 20549 and at the SEC's regional

                                       3
offices located at 7 World Trade Center, Suite 1300, New York, New York 10048
and 500 West Madison Street, Suite 1400 Chicago, Illinois 60661. You can also
obtain copies of such material from the SEC's Public Reference Room at 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates. The SEC also makes
electronic filings publicly available on its Web site within 24 hours of
acceptance.

                       INCORPORATED DOCUMENTS BY REFERENCE

The SEC allows the Company to "incorporate by reference" information into this
Reoffer Prospectus, which means that the Company can disclose important
information to you by referring you to another document filed separately with
the SEC. The information incorporated by reference is deemed to be part of this
Reoffer Prospectus, except for any information superseded by information in this
Reoffer Prospectus.

The following documents which we have filed with the Commission are incorporated
by reference into this prospectus:

(a)  Our annual report on Form 10-K for the fiscal year ended December 31, 2000;

(b)  Our quarterly reports on Form 10-Q for the quarters ended March 31, 2000,
     June 30, 2000 and September 30, 2000;

(c)  Our current Report on Form 8-K dated October 28, 1998;

(d)  Our Registration Statement on Form 10-SB filed with the SEC on June 11,
     1998 and the Amendments thereto filed on September 1, 1998 and December 18,
     1998.

All documents that we have filed with the Commission pursuant to Section 13 (a),
13 (c), 14 or 15 (d) of the Exchange Act subsequent to the date of this Reoffer
Prospectus and prior to the completion of the offering shall be deemed to be
incorporated by reference into this Reoffer Prospectus and to be part of this
prospectus from the date of filing of these documents.

Any statement contained in a document incorporated or deemed to be incorporated
by reference in this prospectus, shall be deemed modified, superseded or
replaced for purposes of this prospectus to the extent that a statement
contained in this prospectus or in any subsequently filed documents, which also
is or is deemed incorporated by reference in this prospectus, modifies,
supersedes or replaces that statement. Any statement so modified, superseded or
replaces shall not be deemed, except as so modified, superseded or replaced, to
constitute a part of this prospectus.

The Company will provide without charge to each person to whom a copy of this
Reoffer Prospectus is delivered, upon oral or written request, a copy of any or
all documents incorporated by reference into this Reoffer Prospectus (excluding
exhibits unless the exhibits are specifically incorporated by reference into the
information the Reoffer Prospectus incorporates). Requests should be directed to
Hope D. Trowbridge, President at the Company's executive offices, located at 396
Danbury Road, Wilton, Connecticut 06897. The Company's telephone number is (203)

                                       4
761-9393. The Company's corporate Web site address is
http://www.jbirdrecords.com. Information contained on our website is not part of
this Reoffer Prospectus.

                                   OUR COMPANY
GENERAL

         We were incorporated under the name of Caltron, Inc. in the State of
Pennsylvania on June 7, 1991. On October 8, 1997 we acquired J-Bird Records,
Inc., the first World Wide Web Recording Label(TM) and changed our name to
J-Bird Music Group, Ltd. J-Bird Records, Inc. is a wholly owned subsidiary. We
are presently authorized by its Articles of Incorporation as amended to issue up
to 50,000,000 shares of $0.001 par value of common stock, of which 37,678,295
shares were outstanding as of March 30, 2001.

         J-Bird Records began in 1996 as "The First World Wide Web Recording
Label" (jbirdrecords.com), signing, promoting and selling its artists' CDs
exclusively online. It quickly developed a traditional brick and mortar presence
to enhance its efforts, thereby creating a hybrid label combining the best of
both offline and online worlds. J-Bird Records is an independent label with a
roster of over 350 artists including Rockapella, John Entwistle, the Guess Who,
Mitch Ryder, Jimmie Van Zant and more. The label utilizes traditional and online
marketing and distribution methods for the promotion of its artists. The Navarre
Corporation is the label's exclusive North American distributor to retail
accounts. Navarre is the leading independent distributor of music and
music-related products throughout North America.

         J-Bird Records' business model combines sustained profitability in the
traditional retail marketplace a long with the online world, thus enabling it to
withstand the dot-com fallout as compared to exclusive online music-related
companies, who have not. As a result, the Company has emerged as a strong,
hearty industry competitor, anticipating profitability in 2001.

         J-Bird Records attracts a wide array of established and emerging talent
by offering artists a greater level of creative control, freedom and
involvement. J-Bird Records offers recording contracts which allow artists to
exercise a large amount of self-direction in their career planning, while
driving those careers toward a successful future. In addition to their expanding
talent list, J-Bird is also building its base of assets by acquiring existing
libraries of recordings including collections of music from Duke Ellington and
Bing Crosby.

         The J-Bird website, www.jbirdrecords.com, acts as a highly effective,
cost-sensitive sales and marketing vehicle for its artists. The site is a
completely interactive and user-friendly one offering a broad selection of music
from its extensive catalog. Consumers can review artists biographies, view CD
artwork, listen to full song samples in streaming audio format, check artists'
tour dates, read press reviews and purchase the full CD via J-Bird's e-commerce
functionality. Furthermore, J-Bird is immune to the legal ghosts that haunt many
music-related sites which offer free MP3 downloads. This is due to the fact that
J-Bird only offers free downloads with the full permission and approval from its
artists.

         Our emphasis is to sign and develop artists, create consumer demand and
strategically align ourself with other companies to enhance our presence in the
marketplace.

                                       5
Methods of artist development include the review and critique of music,
imaging, artist management, tour support and merchandising. Consumer demand is
created through both traditional industry methods and strategic cutting edge
promotions via the Internet and other emerging technologies. Traditional methods
include but are not limited to publicity campaigns, radio promotions, retail
placement & programs, and television appearances. Methods of Internet marketing
include downloads, streaming audio, online promotions with traditional retail
partners, cybercasts, chats, Internet radio, contests, giveaways, online retail
placement and satellite TV & radio.

         The Company has already begun positioning itself to take advantage of
the new opportunities for promotion and revenue growth from online sources.
According to Jupiter Communications, US online music sales are expected to reach
$5.4 billion in the year 2005, up from $387 million in 1999. These numbers are
based on combined digital music downloads and physical product sold via online
resources. Online music is expected to secure approximately one fourth of the
total US market sales in 4 years, with digitally distributed products
representing 28% of total online dollars (or $1.5 billion by 2005). With
peer-to-peer file sharing (such as Napster) coming under fire for not allowing
the artist to be compensated for sharing of digital music files, the
distribution of digital music appears ready to move to subscriptions to digital
music services that will allow the consumer access to music files and reward the
artist and label as well.

         We believe we are poised to take advantage of the financial and
promotional opportunities presented to them by aligning itself with third-party
digital music providers by licensing our catalog and marketing our services to
media and commerce partners, already established as destination sites for music,
who provide networked sharing subscription services and digital downloads. These
services, industry-wide, will account for approximately $1 billion in 2005, and
music downloads will grow to $530 million in the same timeframe. Physical music
products (CDs) purchased online is expected to grow from $380 million in 1999 to
$3.8 billion in 2005.

         In addition to the above strategies, J-Bird has recently streamlined
operating costs, reduced overhead and consolidated inventory, all helping to
reduce the our break even point. These combined factors are designed to
actualize profits in the year 2001.

STRATEGIC ALLIANCES

         We have consummated and intend to pursue strategic relationships to
introduce J-Bird's music to various media forms and new geographic markets in
order to attract new customers and to pursue additional revenue opportunities.
These relationships may take various forms, including cooperative marketing
agreements, joint ventures, distribution and licensing agreements or other forms
of strategic alliances. Through our distribution agreement with Navarre
Corporation, the J-Bird Label has established a North American presence and
sales force in the traditional retail and the online retail community. With the
exclusive agreement entered into with Bianco Music and Entertainment Ltd. we
believe we can distribute J-Bird music with retail accounts throughout Europe
and the United Kingdom. In addition, we have entered into a

                                       6
promotional license agreement with Vitaminic, Inc., Europe's leading Internet
community for the promotion and delivery of music in digital format featuring
J-Bird Artists, thereby creating additional exposure to the label and web site
traffic in the United States and abroad. The Agreement with Lappen Enterprises
provides us with additional revenue opportunities through placement in film,
television and sound track projects. Through the licensing agreement with Oxygen
Media, J-Bird Artists and their music have been selected for live and exclusive
television performances.

                                  RISK FACTORS

         In this section we highlight some of the risks associated with the
Company's business and operations. Prospective investors should carefully
consider the following risk factors when evaluating an investment in the common
stock offered by this Reoffer Prospectus.

         Forward-Looking Statements and Associated Risks. Management believes
the information contained in this Reoffer Prospectus contains "forward-looking
statements" which can be identified by the use of forward-looking terminology
such as "believes", "expects", "may", "should" or "anticipates" or the negative
thereof or other variations thereon or comparable terminology or by discussions
of strategy. No assurance can be given that the future results covered by the
forward-looking statements will be achieved. The following Risk Factors include,
among other things, cautionary statements with respect to certain
forward-looking statements, including statements of certain risks and
uncertainties that could cause actual results to vary materially from the future
results referred to in such forward-looking statements.

         1. Limited Operating History. No Assurance as to Future Profitable
Operations. The Company acquired J-Bird in October of 1997 to implement its
business opportunities. In view of this the Company has a limited operating
history, revenues from operations or assets and must be regarded as a new or
"start-up" venture with all of the risks of a new business with all the
unforeseen cost, expenses, problems and difficulties to which a new venture is
subject. The Company cannot predict with any certainty the future success or
failure of its operations. There is no assurance that the Company will generate
net income or successfully expand its operations in the future. Moreover, as a
new enterprise, it is likely to remain subject to risks and occurrences which
management is unable to predict with any degree of certainty, and for which it
is unable to fully prepare. The likelihood of the success of the Company must be
considered in light of the problems, expenses, difficulties, complications and
delays frequently encountered in connection with the commencement of a new
business and the competitive environment in which the Company will operate.
Because of the Company's very limited business history, there is little evidence
for investors to analyze in order to make an informed judgment as to the merits
of an investment in the Company. Any such investment should therefore be
considered high risk investment in an unseasoned start-up company with the
possibility of the loss of the entire investment.

         2. Need for Substantial Additional Capital. The Company remains
in need of substantial financing from sources other than operations in order to
cover its overhead and to maintain and expand its operations. To date, the
Company has been able to meet its outside financing requirements. We have raised
additional capital in private placements no involving

                                       7
public offerings in accordance with Section 4(2) of the 1933 Act. these
transactions were with purchasers who in the opinion of the Company were either
accredited investors within the meaning of Rule 501(a) of Regulation D
promulgated under the 1933 Act or sophisticated by virtue of business background
and knowledge of the Company through existing relationships giving them access
to business and financial information on the Company. These transactions
resulted in approximately $800,000 in gross proceeds.

         We expect these same funding sources, which were started in November of
1996, together with anticipated cash flow from conventional asset based debt
financing against receivables will continue to provide sufficient capital to
cover overhead and maintain and expand its operations.

         Absent adequate revenues from operations during the phase-in period of
commercial operations, the Company will remain dependent on the outside sources
described above to meet its requirements and to continue operation. While the
Company believes it will be successful in continuing to obtain sufficient
financing from such sources, there can be no assurance with any certainty that
this will in fact, be the case and the failure to do so would have a material
adverse effect on the Company's ability to continue to operate. The Company's
more long term future capital requirements will depend upon numerous factors,
including the amount of revenues generated from operations, the cost of the
Company's sales and marketing activities, none of which can be predicted with
certainty.

         While we do not believe that it will be the case, prospective investors
should note that if all of the above described internal and external sources for
financing should fail to be sufficient, we could be required to reduce its
operations, seek an acquisition partner or sell securities on terms that may be
highly dilutive or other wise disadvantageous.

        3. History of Losses an Accumulated Deficit. We have experienced
operating losses in each fiscal period since commencing operations in 1991. As
of December 31, 2000, we had a deficit accumulated since formation in the
aggregate approximate amount of $10,826,637, of which approximately $2,147,065
was accumulated in the 1999 fiscal year and approximately $2,633,007 was
accumulated in the 2000 fiscal year. (see, above, Risk Factor No.1 "Limited
Operating History: No Assurance as to Future Profitable Operations"). Since our
inception, we have generated extremely limited revenues from operations.

         4. No Assurance of Success or Profitability. There is no assurance
that the Company will generate revenue or profits, or that the market price of
its common stock will be increased thereby.

         5. Going Concern Assumption. Our independent auditor's report on
the Company's financial statements for the year ended December 31, 2000 contain
an explanatory paragraph indicating that, the Company's uncertainty as to its
productivity and its ability to raise sufficient capital raise substantial doubt
about its ability to continue as a going concern. In addition the we have an
accumulated deficit of $10,826,637 as of December 31, 2000. The Company will
require substantial additional funds in the future, and there can be no
assurance that any independent auditor's report on the our future financial
statements will not include a similar

                                       8
explanatory paragraph if we are unable to raise sufficient funds or generate
sufficient cash from operations to cover the cost of its operations. The
existence of the explanatory paragraph may naturally adversely affect our
relationship with prospective suppliers and artists, and therefore could have a
material adverse effect on our business, financial condition and results of
operations.

         6. Conflicts of Interests. Certain conflicts of interest exist
between the Company and its officers and directors. Many of them have other
business interests to which they devote attention and they may be expected to do
so although management time should be devoted to the business of the Company.
Conflicts of interest may arise that can be resolved only through exercise of
such judgement as is consistent with their fiduciary duties to the company.

         7. Uncertainty of Acceptance of On-line Market as Medium for
Sales and Distribution of Music. The On-Line Medium is relatively new and
untried marketing channel. There can be no assurance that the public or the
artists for that matter will accept and use the Internet as a viable alternative
to the established marketing and distribution channels already in existence.
While we believe music via the Internet may eventually be profitable and result
in purchases, it is not able to estimate with any assurance the potential
Internet music market. There can be no assurance that sufficient market
penetration can be achieved in order to be profitable

         8. Dilution from Issuance of Shares for Services. To date, the
Company has had very limited revenues from operations. Accordingly, the bulk of
its cash assets have been, and may continue to be, utilized to cover the
expenses associated with the development of its business and products. Given the
foregoing, the Company regularly pays certain of its financial obligations by
issuing restricted shares of its common stock, at a discount, in lieu of cash.
The discounts at which such shares were issued was generally, but not always,
set at 50% of the average market price of the stock, as traded in the
over-the-counter market and quoted in the OTC Bulletin Board. Such discounts
were either negotiated at arms length with third parties or determined
arbitrarily and in such cases they bore no relationship to the Company's assets,
earnings, book value or other such criteria of value. Such issuances have, and
may continue to, result in substantial dilution to the Company's existing
shareholders.

         From May of 1995 through March 2001, the Company has issued a total of
2,160,000 shares, constituting approximately 6 % of the issued and outstanding
shares in lieu of cash compensation and expense reimbursement due under
employment and consulting agreements with its executive officers, employees, and
corporate counsel and in additional compensation by way of directors shares and
stock bonuses. In addition, during that period, the Company issued 4,945,000
shares, constituting approximately 13 % of the issued and outstanding common
stock to affiliated an non-affiliated consultants and subcontractors for
consulting services of various obligations to its officers, counsel, and outside
vendors, the Company will, to the extent possible, continue to issue shares of
its common stock at negotiated or arbitrary discounts. Finally, there have been
issued 649,500 shares of common stock in lieu of cash payments of vendor
invoices and to artists pursuant to contracts.

                                       9
9. Possible Depressive Effect on Price of Securities of Future Sales
of Common stock. The resale of approximately 24,668,295 common shares of the
Company, issued and outstanding as of March 31, 2001, which approximately
9,243,000 can currently be resold pursuant to Rule 144 of the 1933 Act. The sale
or other disposition of much of these currently outstanding shares of common
stock is restricted by the 1933 Act. Unless such sales are registered, these
shares may only be sold incompliance with Rule 144 promulgated under the 1933
Act or some other exemption from registration thereunder. Rule 144 provides,
among other matters, that if certain information concerning the operating and
financial affairs of the Company is publicly available, persons who have held
restricted securities for a period of one year may thereafter sell in each
subsequent three month period up to that number of such shares equal to one
percent of our total issued and outstanding common stock. The sale or
availability for sale of substantial amounts of common stock in the public
market after this offering being made by this Registration Statement could
adversely affect the prevailing market price for our common stock and could
impair our ability to raise additional capital through the sale of its equity
securities.

         10. Possible Voting Control by Management: Possible Depressive
Effect on Market Prices. As of March 30, 2001, the Company's officers and
directors were the beneficial owners of an aggregate of 5,104,000 shares,
constituting of approximately 14.3% of the outstanding common stock.

         11. Limited Public Market: Company Not Eligible for Inclusion on
NASDAQ. To date there has been only a limited and sporadic public market for the
Company's common stock. There can be no assurance that an active and reliable
public-market will develop or. if developed, that such market will be sustained.
Purchasers of shares of common stock of the Company may, therefore, have
difficulty in reselling such shares. As a result, investors may find it
impossible to liquidate their investment in the Company should they desire to do
so. Our common stock is currently traded in the over-the-counter market and
quoted on the OTC Bulletin Board. The Company intends to apply to have its
common stock approved for quotation on the Nasdaq SmallCap Market at such time,
in the future, that it meets the requirements for inclusion. As at the date
hereof, however, the Company is not eligible for inclusion in NASDAQ or for
listing on any national stock exchange All companies applying and authorized for
NASDAQ are required to have not less than $4,000,000 in net tangible assets, a
public float with a market value for not less than five million dollars, and a
minimum bid of price of $4.00 per share. At the present time, the Company is
unable to state when, if ever, it will meet the Nasdaq application standards.
Unless we are able to increase the Company's net worth and market valuation
substantially, either through the accumulation of surplus out of earned income
of successful capital raising financing activities, it will never be able to
meet the eligibility requirements of NASDAQ. Moreover, even if we meet the
minimum requirements to apply for inclusion in The Nasdaq SmallCap Market, there
can be no assurance, that approval will be received or, if received, that the
Company will meet the requirements for continued listing on the Nasdaq SmallCap
Market. Further, Nasdaq reserves the right to with draw or terminate a listing
on the Nasdaq Small Cap at any time and for any reason in its discretion. If the
Company is unable to obtain or to maintain a listing on the on the Nasdaq
SmallCap Market, quotations, if any, for "bid" and "asked" prices of the common
stock would be available only on the OTC Bulletin Board where the common stock

                                     10
is currently quoted or in the "pink sheets" published by the National Quotation
Bureau, Inc. This can result in an investor's finding it more difficult to
dispose of or to obtain accurate quotations of prices for the common stock than
would be the case if the common stock were quoted on the Nasdaq SmallCap Market.
Irrespective of whether or not the common stock is included in the Nasdaq
SmallCap system, there id no assurance that the public market for the common
stock will become more active or liquid in the future. In that regard,
prospective purchasers should consider that this offering is being made without
the underwriting arrangements typically found in a public offering of
securities. Such arrangements generally provide for the issuer of the securities
to sell the securities to an underwriter which, in turn, sells the securities to
its customers and other members of the pubic at a fixed offering price, with the
result that the underwriter has a continuing interest in the market for such
securities following the offering. In order to qualify for listing on a national
stock exchange, similar minimum criteria respecting, among other things, the
Company's net worth and/or income from operation must be met.

         Accordingly, market transactions in the Company's common stock are
subject to the "Penny Stock Rules" of the Securities and Exchange Act of 1934,
which are discussed in more detail, below, under "Risk Factor No. 11 "Regulation
of Penny Stocks". These rules could make it difficult to trade the common stock
of the Company because compliance with them can delay and/or preclude certain
trading transactions. This could have an adverse effect on the ability of an
investor to sell any shares of the Company's common stock.

         12. Regulation of Penny Stocks. As discussed above, at the present
time, the Company's common stock is not listed on The Nasdaq Small Cap Stock
market or on any stock exchange. Although dealer prices for the Company's common
stock are listed on the OTC Bulletin Board, trading has been sporadic and
limited since such quotations first appeared on or about June 8, 1995.

         The Securities Enforcement and Penny Stock Reform Act of 1990 requires
special disclosure relating to the market for penny stocks in connection with
trades in any stock defined as a "penny stock" Commission regulations generally
define a penny stock to be an equity security that has a market price of less
than $5.00 per share and is not listed on The Nasdaq SmallCap Stock Market or a
major stock exchange. These regulations subject all broker-dealer transactions
involving such securities to the special "Penny Stock Rules" set forth in Rule
15g-9 of the Securities Exchange Act of 1934 (the "34 Act"). It may be necessary
for the Selling Shareholders and the Underlying Share Selling Shareholders to
utilize the services of broker-dealers who are members of the NASD. The current
market price of the Company's Common Stock is substantially less than $5.
Accordingly, any broker-dealer sales of the shares being registered hereunder,
as subject to the Stock Rules. These Rules affect the ability of broker-dealers
to sell the Company's securities and also may affect the ability of purchasers
in this offering to sell their shares in the secondary market, if such a market
should ever develop.

         The Penny Stock Rules also impose special sales practice requirements
on broker-dealers who sell such securities to persons other than their
established customers or "Accredited Investors". Among other things, the Penny
Stock Rules require that a broker-dealer make a special suitability
determination respecting the purchaser and receive the purchaser's written
agreement to the transaction prior to the sale. In addition, the Penny Stock
Rules require that a

                                       11
broker-dealer deliver, prior to any transaction, a disclosure schedule prepared
in accordance with the requirements of the Commission relating t the penny stock
market. Disclosure also has to be made about commissions payable to both the
broker-dealer and the registered representative and the current quotations for
the securities. Finally, monthly statements have to be sent to ally holder of
such penny stocks disclosing recent rice information for the penny stock held in
the account and information on the limited market in penny stocks. Accordingly,
for so long as the Penny Stock Rules are applicable to the Company's common
stock, it may be difficult to trade such stock because compliance with such
Rules can delay and/or preclude certain trading transactions. This could have an
adverse effect on the liquidity and/or price of the Company's common stock.

         Shareholders should be aware that, according to Securities and Exchange
Commission release No. 34-329093, the market for penny stocks has suffered in
recent years from patterns of fraud and abuse. Such patterns include (i) control
of the market for the security by one or a few broker-dealers that are often
related to the promoter or issuer; (ii) manipulation of prices through
prearranged matching of purchases and sales and false and misleading press
releases; (iii) "boiler room" practices involving high-pressure sales tactics
and unrealistic price projections by inexperienced sales persons; (iv) excessive
and undisclosed bid-ask differentials and markups by selling broker-dealers; and
(v) the wholesale dumping of the same securities by promoters and broker-dealers
after prices have been manipulated to a desired level, along with the resulting
inevitable collapse of those prices and with consequent investor losses. The
Company's management is aware of the abuses that have occurred historically in
the penny stock market. Although the Company does not expect to be in a position
to dictate the behavior of the market or of broker-dealers who participate in
the market, management will strive within the confines of practical limitations
to prevent the described patterns from being established with respect to the
Company's securities.

         13. Dependence on Key Personnel. We are dependent on key personel
and our business would be disrupted if we are unable to retain and expand our
management team. Our success depends to a significant extent on the efforts and
abilities of certain of its senior management, in particular those of Hope D.
Trowbridge, President. The loss of this person could have a material adverse
affect on the Company's business, prospects, operating results and financial
condition. There can, however, be no assurance that, in such event, the Company
will be able to locate and retain a capable successor to her or any member of
its senior management. We do not presently have key man life insurance policies
and do not intend to obtain any unless required to do so under future financing
arrangements. There can be no assurance that such policies will be available to
the Company on commercially reasonable terms, if at all.

         None of our personnel is covered by an employment contract and any
officer or employee of our company can terminate his or her relationship with us
at any time. None of our employees is subject to non-competition agreements
which would survive termination of employment.

         14. Lack of Continuity in Management. We do not have employment
agreements, with any of our officers and directors, and as a result, there is no
assurance that they will continue to manage the Company in the future.

                                       12
15. Indemnification of Officers and Directors. Our By-Laws provide
for the indemnification of its directors, officers, employees, and agents, under
certain circumstances, against attorney's fees and other expenses incurred by
them in any litigation to which they become a party arising from their
association with or activities on behalf of the Company. The Company will also
bear the expenses of such litigation for any of its directors, officers,
employees, or agents, upon such person's promise to repay the Company therefore
if it is ultimately determined that any such person shall not have been entitled
to indemnification. This indemnification policy could result in substantial
expenditures which we will be unable to recoup.

         16. Dependence Upon Outside Advisors. To supplement the business
experience of its officers and directors, we have been and in the future may be
required to employ accountants, technical expert, appraiser, attorneys or other
consultants or advisors. The selection of any such advisors will be made by the
President without any input from stockholders. Furthermore, it is anticipated
that such persons may be engaged on a "as needed" basis without a continuing
fiduciary or other obligation to the Company. In the event the President of the
Company considers it necessary to hire outside advisors, they may elect to hire
persons who are affiliates, if they are able to provide the required services.

         17. Competition. We compete for artists and recordings to
distribute with national and regional recording and distributing companies,
which have a competitive edge over the Company by virtue of their stronger
management, promotional, and financial resources. We compete in the distribution
and sale of recorded music with established record label companies and with
other music producers and distributors including Polygram, Time Warner, EMI,
Columbia and Phillips. Our strategy is to sign artists who are unable to obtain
recording contracts with larger recordings that management believes will appeal
to consumers interested in particular music genres. The recording products
offered by the Company compete for consumers who have a wide selection of music
choices within the same music genres offered by the Company. The Company also
competes with other businesses that offer and sell recordings through the
Internet. The Company will compete for consumer dollars on the basis of the
types of music it selects for distribution and the marketing of its music
selections through the Internet.

         18. No Dividends and None Anticipated. We have not paid any cash
dividends, nor do we contemplate or anticipate paying any dividends upon its
Common Stock in the foreseeable future.

         19. Potential Fluctuations in Periodic Results. Our revenues may be
subject to significant variation from period to period due to the seasonal
nature of the recording business and will be difficult to predict. Revenues are
difficult to forecast because the internet recording business is evolving, and
our sales cycle may vary substantially from time to time.

         20. Our Future Operating Results Are Likely to Fluctuate. Our quarterly
and annual operating revenues, expenses and operating results may fluctuate due
to a variety of factors, many of which are beyond our control, including:

          o    the timing of contracts with new recording artists

                                       13
o    the timing of new recording introductions and products us or our
               competitors

          o    variations in the quality and mix of recording marketed and sold
               by us or our competitors

          o    the timely payment of our invoices

          o    possible decreases in average the prices of our labels in
               response to competitive pressures

          o    market acceptance to new recording labels

          o    growth in the sales of music via the new internet medium

          o    fluctuations in general economic conditions

         Due to all of the foregoing factors, we do not believe that
period-to-period comparisons or our historical results of operations are
indications of future performance. Furthermore, it is possible that in some
future quarters our results of operations may fall below the expectations of
management and investors. In such event, the price of our stock on the OTC
Bulletin Board will likely be materially and adversely affected.

         21. Our Stock Price is Volatile. The market for securities of
music companies, including ours, has been highly volatile. The market price of
our common stock has fluctuated between $ .95 and $ .05 from March 31, 1999 to
March 30, 2001, and the last sale price was $ .05 on March 30, 2001. It is
likely that the price of our common stock will continue to fluctuate widely in
the future. Factors affecting the trading price of our common stock include:

          o    responses to quarter-to quarter variations in operating results

          o    failure to meet securities analysts' estimates

          o    changes in financial estimates by securities analysts

          o    conditions, trends or announcements in the music and
               entertainment industries

          o    announcements or significant acquisitions, strategic alliances,
               joint ventures, or capital commitments by us or our competitors.

          o    additions or departures of key personnel

          o    sales of common stock

          o    accounting pronouncements or changes in accounting rules that
               effect our financial statements

                                       14
o    external factors and events beyond our control

         In addition, the stock market in general, and the market for music and
entertainment related stocks in particular, has experienced extreme volatility
that often has been unrelated to the operating performance of particular
companies. These broad market and industry fluctuations may adversely affect the
trading price of our common stock, regardless of our actual operating
performance.

         Investors may be unable to resell their shares of our common stock at
or above their purchase price. In the past, companies that have experienced
volatility in the market price of their stock have been the object of securities
class action litigation. If we were the subject of securities class action
litigation, it could result in substantial costs, a diversion of management's
attention and resources and a material adverse effect on our business and
financial condition.

         22. External Factors Could Affect Our Common Stock Trading Price.
Fluctuations in the trading price of our common stock and purchase warrants may
result from a number of factors, some of which are beyond our control,
including:

               o    general economic and stock market conditions

               o    or anticipated fluctuations in our operating results;

               o    changes in expectations as to our future financial
                    performance or changes in financial estimates by securities
                    analysts;

               o    earnings and other announcements by, and changes in market
                    valuations of other comparable companies and

               o    trading of our common stock.

                                       15
USE OF PROCEEDS

         The Company will not receive any of the proceeds from the sale of the
Shares by the Selling Shareholders.

                              SELLING SHAREHOLDERS

         Shares of our common stock eligible for sale pursuant to this Reoffer
Prospectus or which may become eligible for sale pursuant to this Reoffer
Prospectus whether or not the holders of these shares have any present intent to
do so are shares which (i) have been acquired pursuant to the terms of a
Employee Restricted Stock Purchase Agreement ("Stock Purchase Agreement") dated
as of March 1, 2001. Under the terms of the Stock Purchase Agreement the Shares
are being sold to the employees at a price of $0.085 per share or an aggregate
of $68,000 which may be paid for in cash or if the Company permits by the
performance of employment services performed or to be preformed or (ii) have
been acquired by them pursuant to the terms of four separate individual
Consulting Agreements ("Consulting Agreements") which are individually
negotiated written compensation agreements pursuant to which the selling
shareholders are rendering or have rendered bona fide services not in connection
with the offer or sale of securities in a capital raising transaction. In these
cases the Company is permitting payment by the performance of employment or
consulting services in lieu of the payment thereof in cash to the employee.

         For the purposes of this Reoffer Prospectus, all of the Shares being
registered hereunder are "restricted shares" insofar as they were issued to an
individual employee or consultant of our Company under an employee benefit plan
pursuant to a 1933 Act exemption prior to their inclusion in a registration
statement on Form S-8, of which this Reoffer Prospectus is a part.

                              PLAN OF DISTRIBUTION
         All or a portion of the Shares offered through this prospectus may be
sold, from time to time, by or for the Selling Stockholders in one or more
transactions in the public market on the Over-the-Counter ("OTC") Market, in
privately negotiated transactions, or in a combination of those transactions.
These sales may be made either at fixed prices which may be changed, at market
prices prevailing at the time of sale on the OTC Market, at prices related to
prevailing market prices or at negotiated prices. The Shares may be sold
directly by the Selling Stockholders, each acting as principal for his own
account or may be sold through brokers, dealers or other agents designated from
time to time by the Selling Shareholders. These brokers, dealers or other agents
may receive compensation in the form of customary brokerage commissions or
concessions from the selling stockholders or the purchasers of the Shares. We
anticipate that there will be no underwriting commissions or discounts payable
with respect to these transactions, other than brokers commissions or fees
customarily paid on these types of transactions, which commissions and fees will
be borne by the Selling Stockholders.

         Any shares of common stock that qualify for sale pursuant to Rule 144
under the Securities Act of 1933, as amended, may be sold under Rule 144 rather
than pursuant to this Reoffer Prospectus.

                                       16
The Selling Stockholders and any broker-dealers or agents that
participate with the selling stockholders in the distribution of the Shares may
be deemed to be "underwriters" within the meaning of the Securities Act of 1933,
as amended, and any commissions received by them and any profit received by them
may be deemed to be underwriting commissions or discounts under the Securities
Act of 1933, as amended. Under applicable rules and regulations under the
Securities Exchange Act of 1934, as amended any person engaged in the
distribution of the Shares may not simultaneously engage in market-making
activities with respect to applicable provisions of the Securities Exchange Act
of 1934, as amended, and the rules and regulations promulgated under the
Securities Exchange Act of 1934, as amended, including, Regulation M, which
provisions may limit the timing of purchases and sales of our common stock by
the Selling Stockholders. All of these things may limit the marketability of the
Shares.

         To our knowledge, no underwriting arrangements have been entered into
by the Selling Stockholders with respect to the Shares as of the date of this
Reoffer Prospectus. If we are notified by a Selling Shareholder that any
material arrangement has been entered into with a broker or dealer for the sale
of shares through a block trade, special offering or secondary distribution, or
a purchase by a broker or dealer, we will file a supplement to this Reoffer
Prospectus, if required, pursuant to Rule 424(b) under the Securities Act of
1933, as amended, disclosing (a) the name of each Selling Shareholder and of the
participating broker or dealer, (b) the number of shares involved, (c) the price
at which the shares were sold, (d) the commissions paid or the discounts or
concessions allowed to the broker or dealer, where applicable, (e) that the
broker or dealer did not conduct any investigation to verify the information set
out or incorporated by reference in this prospectus, and (f) other facts
material to the transaction.

         To the extent required, we will use our best efforts to file, during
any period in which offers or sales are being made, one or more supplements to
this Prospectus to describe any material information concerning the plan of
distribution not previously disclosed in this prospectus or any material change
to that information in this prospectus.

         In order to comply with the securities laws of certain states, if
applicable, the Shares will be sold in those jurisdictions only through
registered or licensed brokers or dealers.

         We will pay all expenses incurred to register the Shares, which are
estimated to be approximately $12,000, but all brokerage commissions and other
expenses incurred by individual selling stockholders will be paid by them. There
is no assurance that any of the Selling Stockholders will sell any or all of the
Shares offered through this Prospectus.

                                     EXPERTS

         The financial statements and schedules of the Company and its
subsidiaries included in the Company's Annual Report on Form 10-KSB, for the
fiscal years ended December 31, 1999, and December 31, 2000 have been examined
by, Caracansi Ramey & Associates, LLC., Certified Public Accountants, and such
financial statements and schedules are incorporated by reference herein in
reliance upon the authority of said firm as experts in accounting and auditing.

                                       17
LEGAL PROCEEDINGS

         We are not a party to any legal proceedings, and to the best of our
knowledge, no such proceedings by or against the Company or J-Bird Records, Inc.
have been threatened.

                                  LEGAL OPINION

         The legality of the Shares offered hereby has been passed upon for the
Company by H. Melville Hicks, Jr., 551 Fifth Avenue, Suite 1625, New York, New
York 10176 its corporate and securities counsel.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         The following documents are incorporated by reference in this
         registration statement:

    (a)  General Form For Registration of Securities of Small Business Issuer
         on Form 10-SB and all Exhibits thereto filed pursuant to Section 12
         (g) of the Exchanges Act of 1934, as amended (the "1934 Act").

    (b)  Registrant's Annual Report on Form 10-KSB and all Exhibits thereto for
         the fiscal years ended December 31, 1999 and December 31, 2000, filed
         pursuant to Section 15(d) of the 1934 Act.

    (c)  Registrant's quarterly reports on Forms 10-QSB for the fiscal quarters
         ended March 31, 2000, June 30, 2000 and September 30, 2000 filed
         pursuant to Section 15(d) of the 1934 Act.

    (d)  Registrant's Current Report on Form 8-K dated October 28, 1999 and
         filed with the Commission on November 15, 1999.

         All documents filed by the Registrant pursuant to Section 13(a), 13(c),
14, and 15(d) of the 1933 Act and Sections 13(a), 13(c), and 14 of the 1934 Act
after the date of this registration statement and prior to the filing of a
post-effective amendment to this registration statement which indicates that all
securities offered hereunder have been sold, or which registers all securities
then remaining unsold under this registration statement, shall be deemed to be
incorporated by reference in this registration statement and to be a part hereof
from the date of filing of such documents.

         Any statement contained herein or in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently

                                       18
filed document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.

Item 4.  Description of Securities

         Not applicable (securities to be offered are registered under Section
12 of the Exchange Act)

Item 5.  Interest of Named Experts and Counsel

         Neither Caracansi Ramey & Associates, LLC., Certified Public
Accountants, nor H. Melville Hicks, Jr. respectively auditor and counsel to the
Company have any beneficial interest in the common stock of the Company.

Item 6.  Indemnification of Directors and Officers.

         The By-laws of the Company provide that a director or officer of the
Company will not be personally liable to the Company or its shareholders for
monetary damages for acts or conduct of said officer or director performed for
or on behalf of the Company, except for liability arising out of his own
negligence or willful misconduct.

         The Company is entitled under its By-laws to purchase and maintain
insurance on behalf of any director or officer against any liability asserted
against him and incurred by him in any capacity.

         Insofar as indemnification for liabilities arising under the 1933 Act
may be permitted to directors, officers, and controlling persons of that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the 1933 Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by registrant of expenses incurred in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

         Except to the extent herein above set forth, there is no charter
provision, by-law, contract, arrangement or statute pursuant to which any
director or officer of the Company is indemnified in any manner against any
liability which he may incur in his capacity as such.

Item 7.  Exemption From Registration Claimed

         The Shares were issued for employment compensation and compensation for
advising and consulting services rendered or to be rendered. This sale was made
in reliance on the

                                       19
exemption from registration requirements of the 1933 Act contained in Section
4(2) thereof covering transactions not involving any public offering or not
involving any "offer" or "sales".

Item 8.  Exhibits

         The exhibits filed as a part of this Registration Statement or
incorporated herein by reference are as follows:

Exhibit No. Item
----------  ----

     4.2  Employee Restricted Stock Purchase Agreements dated as of March 1,
          2001.

     4.3  Consulting Agreement dated as of January 1, 2000 between the
          Corporation and Thomas "Doc" Cavalier.

     4.4  Consulting Agreement dated as of January 1, 2001 between the
          Corporation and Christopher Hensley.

     4.5  Consulting Agreement dated as of February 15, 2001 between the
          Corporation and Brian Murphy

     4.6  Consulting Agreement dated as of January 1, 2001 between the
          Corporation and James Hodgdon

     4.7  Consulting Agreement dated as of the 1st day of January, 2001 between
          the Corporation and Robert Allen Cooke.

     5.3  Opinion of H. Melville Hicks, Jr., Esq., regarding the legality of the
          securities being registered under this Registration Statement.

     24.4 Consent of Caracansi Ramey & Associates, LLC., Certified Public
          Accountants Independent Auditors for the Company.

     24.3 Consent of H. Melville Hicks, Jr., Esq., counsel for the Company (set
          forth in the opinion of counsel included as Exhibit 5.3).

Item 9.  Undertakings.

     (a)  The undersigned Registrant hereby undertakes:

     (1)  To file, during any period in which offers of sales are being made, a
          post-effective amendment to this registration statement:

          (i)  To include any prospectus required by Section 10(a)(3) of the
               1933 Act;

          (ii) To reflect in the prospectus any facts or events arising after
               the effective date of the registration statement (or the most
               recent post-effective amendment thereof) which, individually or
               in the aggregate, represent a fundamental change in the
               information set forth in the registration statement;

                                       20
(iii) To include any material information with respect to the plan of
               distribution not previously disclosed in the registration
               statement or any material change to such information in the
               registration statement.

         Provided, however, that paragraphs (a) (1) (i) and (a) (1) (ii) do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the Company
pursuant to Section 13 or Section 15(d) of the 1934 Act that are incorporated by
reference in this registration statement.

     (2)  That, for the purpose of determining any liability under the 1933 Act,
          each such post-effective amendment shall be deemed to be a new
          registration statement relating to the securities offered therein and
          the offering of such securities at that time shall be deemed to be the
          initial bona fide offering thereof.

     (3)  To remove from registration by means of a post-effective amendment any
          of the securities being registered which remain unsold at the
          termination of the offering.

     (b)  The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to section 13(a) or section 15 (d) of the 1934 Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to section 15(d) of the 1934 Act that is incorporated by reference in
the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

                                       21
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Wilton, Connecticut on the 30th day of March 2001.

                                   J-BIRD MUSIC GROUP, LTD.

                                   By: s/ Hope D. Trowbridge
                                   Hope D. Trowbridge
                                   President

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Signature                        Title                              Date
/s/ Hope D. Trowbridge              President, Treasurer                March 30, 2001
   ------------------
Hope D. Trowbridge

/s/Asa L. Fish                           Secretary                      March 30, 2001
  ---------------------------
Asa L. Fish

Majority of the Board of Directors:
/s/Darren Norwiki                         Director                      March 30, 2001
  -----------------------
Darren Norwiki

s/ Hope D. Trowbridge.                   Director                       March 30,2001
   ------------------
Hope D. Trowbridge

/s/ Asa L. Fish                           Director                      March 30, 2001
----------------------------
Asa L. Fish
22
INDEX TO EXHIBITS

 Exhibit
  Number  Description of Documents
 -------  ------------------------

     4.2  Employee Restricted Stock Purchase Agreements dated as of March 1,
          2001.

     4.3  Consulting Agreement dated as of January 1, 2000 between the
          Corporation and Thomas "Doc" Cavalier.

     4.4  Consulting Agreement dated as of January 1, 2001 between the
          Corporation and Christopher Hensley.

     4.5  Consulting Agreement dated as of February 15, 2001 between the
          Corporation and Brian Murphy

     4.6  Consulting Agreement dated as of January 1, 2001 between the
          Corporation and James Hodgdon

     4.7  Consulting Agreement dated as of the 1st day of January, 2001 between
          the Corporation and Robert Allen Cooke.

     5.3  Opinion of H. Melville Hicks, Jr., Esq., regarding the legality of the
          securities being registered under this Registration Statement.

     24.4 Consent of Caracansi Ramey & Associates, LLC., Certified Public
          Accountants Independent Auditors for the Company.

     24.3 Consent of H. Melville Hicks, Jr., Esq., counsel for the Company (set
          forth in the opinion of counsel included as Exhibit 5.3).