# UNITED STATES
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

# FORM 10-KSB/A
                               (Admentment No. 1)

(Mark one)

[X]    
          ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
          (no fee required)

For the fiscal year ended December
31, 2003

[  ]    
          TRANSITION  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT OF 1934     
  For the transition period
____ to ____

Commission file number
000-29587

IBSG INTERNATIONAL,
INC.(Name of small business issuer in its charter)

|Florida                                               | 65-0705328                         
|----------------------------------------------------- | -----------------------------------
|(State or other jurisdiction 
     of incorporation ) | (I.R.S.Employer identification No.)

1132
Celebration Blvd., Celebration, FL 34747(Address and Zip Code of Principal Executive
Offices)

Registrants
Telephone Number:(321) 939-6321

Securities registered
under Section 12(b) of the Exchange Act: None

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

Common
Stock, par value $0.001 per share

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

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

The registrant generated no revenues
for its most recent fiscal year. The aggregate market value of the voting common stock
held by non-affiliates of the Registrant, based on the average bid and ask price as of
October 19, 2004 was $10,541,714.

At September 8, 2004, the Registrant
had 34,636,631 common stock issued and outstanding.

DOCUMENTS
INCORPORATED BY REFERENCE:None

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

-1-

EXPLANATORY
NOTE REGARDING THIS AMENDMENT ON FORM 10-KSB/A

Registrant is filing this Annual
Report on Form 10-KSB/A for the fiscal year ended December 31, 2003 solely for the purpose
of making the following revision from the information reported in registrants Annual
Report on Form 10-KSB filed on March 31, 2004: The change was made to properly reflect the
ending balance of accounts receivable related party, additional paid-in capital and stock
subscriptions payable as of December 31, 2003, and general and administrative expenses for
the year then ended.

Please refer to the Annual Report on
Form 10-KSB filed on March 31, 2004 for the balance of registrants Form 10-KSB for
the fiscal year ended December 31, 2003.

Pursant to Exchange Act Rule 12b-15
only Part I, Item 7- Financial Statements and Exhibits 31.1, 31.2, 32.1 and 32.2 are
included in this amendment.

-2-

Item 7. Financial
Statements

IBSG INTERNATIONAL, INC.(Formerly Optical
Concepts of America Inc.) RESTATED FINANCIAL
STATEMENTS December 31, 2003

C O N T E N T S

|                                            | 
|------------------------------------------- | 
|Independent Auditors' Report                | 
|Restated Balance Sheet                      | 
|Restated Statements of Operations           | 
|Restated Statements of Stockholders' Equity | 
|Restated Statements of Cash Flows           | 
|Notes to the Restated Financial Statements  | 

-3-

# INDEPENDENT AUDITORS'
REPORT

To the Board of Directors
IBSG International, Inc. (Formerly Optical Concepts of America Inc.) Celebration, Florida

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

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

In our  opinion,  the
 financial  statements  referred to above  present  fairly,  in all  material  respects,
 the financial  position of IBSG  International,  Inc.  (Formerly Optical Concepts of
America,  Inc.) as of December 31, 2003 and the results of its  operations  and its cash
flows for the years  ended  December  31, 2003 in  conformity with accounting principles
generally accepted in the United States of America.

The  accompanying
 financial  statements  have been  prepared  assuming  that the Company will  continue as
a going concern.  As discussed  in Note 1 to the  financial  statements,  the  Company's
 deficit in working  capital,  and recurring  losses raise  substantial  doubt about its
ability to continue as a going  concern.  Management's  plans concerning  these  matters
are also  described in Note 3. The financial  statements do not include any  adjustments
that might result from the outcome of this uncertainty.

/s/ HJ & Associates, LLC Salt
Lake City, Utah March 25, 2004 except for Note 7, for which the date is October 12, 2004

-4-

# INDEPENDENT AUDITORS'
REPORT

To the Board of Directors
Optical Concepts of America, Inc. 2700 N. 29th Ave., Suite 305 Hollywood, FL  33020

Members of the Board:

We have  audited  the
 statements  of  income,  stockholders'  equity  (deficit)  and cash flows for the year
ended December  31,  2002.  These  financial  statements  are  the  responsiblity  of
 the  Company's   management.   Our responsibility is to express an opinion on these
financial statements based on our audit.

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

In our  opinion,  the
 financial  statements  referred to above  present  fairly,  in all  material  respects,
 the financial  position of Optical Concepts of America,  Inc. as of December 31, 2002
and the results of its operations and its cash flows for the years ended  December  31,
 2002 in  conformity  with  accounting  principles  generally accepted in the United
States of America.

/s/ Grassano Accounting
P.A. Boca Raton, Florida January 21, 2003

-5-

IBSG INTERNATIONAL, INC.(Formerly Optical
Concepts of America Inc.) Restated Balance Sheet

# ASSETS

|                                              | December 31,
2003
|--------------------------------------------- | -----------------
|CURRENT ASSETS                                |                  
|Cash                                          |                  
|Accounts receivable related party (Note 7)    |                  
|                                              |                  
|Total Current Assets                          |                  
|                                              |                  
|LIABILITIES AND STOCKHOLDERS' EQUITY          |                  
|CURRENT LIABILITIES                           |                  
|Accounts payable                              |                  
|                                              |                  
|Total Liabilities                             |                  
|                                              |                  
|STOCKHOLDERS' EQUITY                          |                  
|Common stock authorized 100,000,000 shares at |                  
|$0.001 par value; 5,978,772 shares issued and |                  
|outstanding                                   |                  
|Additional paid-in capital                    |                  
|Stock subscription payable (Note 7)           |                  
|Accumulated deficit                           |                  
|                                              |                  
|Total Stockholders' Equity                    |                  
|                                              |                  
|TOTAL LIABILTIES AND STOCKHOLDERS' EQUITY     |                  
|                                              |                  

The accompanying notes
are an integral part of these financial statements.

-6-

IBSG INTERNATIONAL, INC.(Formerly Optical
Concepts of America Inc.) Restated Statements of Operations

|                                  | For the Years Ended
December 31, | 
|--------------------------------- | -------------------------------- | 
|
|REVENUES                          |                                  | 
|EXPENSES                          |                                  | 
|Total Expenses                    |                                  | 
|                                  |                                  | 
|NET LOSS                          |                                  | 
|                                  |                                  | 
|BASIC LOSS PER SHARE              |                                  | 
|                                  |                                  | 
|WEIGHTED AVERAGE NUMBER OF SHARES |                                  | 
|OUTSTANDING                       |                                  | 
|                                  |                                  | 

The accompanying notes
are an integral part of these financial statements.

-7-

IBSG INTERNATIONAL, INC.(Formerly Optical
Concepts of America Inc.) Restated Statements of
Stockholders Equity (Deficit)

|                                | Common Stock | Additional
Paid-in | Accumulated |          
|------------------------------- | ------------ | ------------------ | ----------- | ---------
|
|Balance, December 31, 2001      |              |                    |             | 203,171  
|                                |              |                   
|Net loss for the year ended     |              |                   
|December 31, 2002               |              |                    |             | --       
|                                |              |                    |             |          
|Balance, December 31, 2002      |              |                    |             | 203,171  
|                                |              |                   
|November 17, 2003, common       |              |                   
|stock issued for services       |              |                    |             | 5,496,835
|                                |              |                   
|November 20, 2003, common       |              |                   
|stock issued for cash           |              |                    |             | 278,766  
|                                |              |                   
|Stock offering costs            |              |                    |             | --       
|                                |              |                   
|Contributed capital from former |              |                   
|officer                         |              |                    |             | --       
|                                |              |                   
|Net loss for the year ended     |              |                   
|December 31, 2003               |              |                    |             | --       
|                                |              |                    |             |          
|                                |              |                   
|Balance, December 31, 2003      |              |                    |             | 5,978,772
|                                |              |                    |             |          

The accompanying notes
are an integral part of these financial statements.

-8-

IBSG INTERNATIONAL, INC.(Formerly Optical
Concepts of America Inc.) Restated Statements of
Cash Flows

|                                                    | For the Years Ended
December 31, | 
|--------------------------------------------------- | -------------------------------- | 
|
|CASH FLOW FROM OPERATING ACTIVITIES:                |                                  | 
|                                                    |                                  | 
|Net loss                                            |                                  | 
|Adjustments to reconcile net loss to net            |                                  | 
|cash used by operating activities:                  |                                  | 
|Stock issued for services                           |                                  | 
|                                                    |                                  | 
|Net Cash Used by Operating Activities               |                                  | 
|                                                    |                                  | 
|                                                    |                                  | 
|CASH FLOWS FROM INVESTING ACTIVITIES:               |                                  | 
|Advances to related party                           |                                  | 
|                                                    |                                  | 
|Net Cash Used by Investing Activities               |                                  | 
|                                                    |                                  | 
|                                                    |                                  | 
|CASH FLOWS FROM FINANCING ACTIVITIES:               |                                  | 
|Proceeds from stock issuance, net of offering costs |                                  | 
|Proceeds from stock subscriptions payable           |                                  | 
|Advances from officer                               |                                  | 
|                                                    |                                  | 
|Net Cash Provided by Financing Activities           |                                  | 
|                                                    |                                  | 
|NET DECREASE IN CASH                                |                                  | 
|                                                    |                                  | 
|CASH AT BEGINNING OF PERIOD                         |                                  | 
|                                                    |                                  | 
|CASH AT END OF PERIOD                               |                                  | 
|                                                    |                                  | 
|                                                    |                                  | 
|SUPPLEMENTAL DISCLOSURE OF                          |                                  | 
|CASH FLOW INFORMATION                               |                                  | 
|                                                    |                                  | 
|Interest paid                                       |                                  | 
|Income taxes paid                                   |                                  | 
|                                                    |                                  | 
|SCHEDULE OF NON-CASH                                |                                  | 
|FINANCING ACITIVTIES                                |                                  | 
|Contributed capital from officer (Note 1)           |                                  | 

The accompanying notes
are an integral part of these financial statements.

-9-

IBSG INTERNATIONAL, INC.(Formerly Optical
Concepts of America Inc.) Notes to the Restated Financial Statements December 31, 2003 and
2002

NOTE 1  ORGANIZATION

| | The
financial statements presented are those of IBSG International, Inc. (the Company). The
Company was incorporated as Celebrity Steakhouses, Inc. under the laws of the State of
Florida in June of 1996. In October of 1998 the Company changed its name to Deerfield
Financial Services. In June of 1998 the Company changed its name to Optical Concepts of
America, Inc. In November of 2003 the Company changed its name to IBSG International, Inc.
The Company was organized for the purpose of engaging in any activity of business not in
conflict with the laws of the State of Florida or of the United States of America. The
Company has been dormant for several years; as such it is presented as a dormant
enterprise.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

NOTE 2  SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES

a.       
          Accounting Method

| | The
Companys financial statements are prepared using the accrual method of accounting.
The Company has elected a December 31 year-end.
| | ---------------------------------------------------------------------------------------------------------------------------------------

b.       
          Basic Loss Per Share

| | Loss
per share has been calculated based on the weighted average number of shares of common
stock outstanding during the period.
| | --------------------------------------------------------------------------------------------------------------------------------

|                               | For the Years Ended
December 31, | 
|------------------------------ | -------------------------------- | 
|
|Loss per share:                |                                  | 
|Numerator - net loss           |                                  | 
|                               |                                  | 
|Denominator - weighted average |                                  | 
|Number of shares outstanding   |                                  | 
|                               |                                  | 
|Loss per share                 |                                  | 
|                               |                                  | 
|                               |                                  | 

c.       
          Provision for Taxes

| | Deferred
taxes are provided on a liability method whereby deferred tax assets are recognized for
deductible temporary differences and operating loss and tax credit carryforwards and
deferred tax assets are recognized for taxable temporary differences. Temporary
differences are the differences between the reported amounts of assets and liabilities and
their tax bases. Deferred tax assets are reduced by a valuation allowance when in the
opinion of management, it is more likely than not that some portion or all of the deferred
tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the
effects of changes in tax laws and rates on the date of enactment.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

-10-

IBSG INTERNATIONAL, INC.(Formerly Optical
Concepts of America Inc.) Notes to the Restated Financial Statements (continued)December 31, 2003 and
2002

NOTE 2  SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES (Continued)

c.       
          Provision for Taxes (Continued)

Net
deferred tax assets consist of the following components as of December 31, 2003 and 2002:

|                          | 2003 | 2002
|------------------------- | ---- | ----
|Deferred tax assets:      |      |     
|NOL Carryover             |      |     
|Deferred tax liabilities: |      |     
|Valuation allowance       |      |     
|                          |      |     
|Net deferred tax asset    |      |     
|                          |      |     

| | The
income tax provision differs from the amount of income tax determined by applying the U.S.
federal income tax rates of 39% to pretax income from continuing operations for the years
ended December 31, 2003 and 2002 due to the following:
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                    | 2003 | 2002
|------------------- | ---- | ----
|Book income (loss)  |      |     
|Stock for services  |      |     
|Valuation allowance |      |     
|                    |      |     
|                    |      |     
|                    |      |     

| | may
be offset against future taxable income from the year 2003 through 2023. No tax benefit
has been reported in the December 31, 2003 consolidated financial statements since the
potential tax benefit is offset by a valuation allowance of the same amount.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

d.       
          Related Party
Transactions

| | In
December of 2000, Marc Baker, an officer of the Company, contributed $6,819 to the
company. This amount was originally recorded as a liability on the financial statements.
During 2003 Mr. Baker contributed an additional $5,189 for a total amount of $12,008.
During 2003 this amount was contributed to capital. As such, $12,008 has been recorded in
additional paid in capital as of December 31, 2003.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

-11-

IBSG INTERNATIONAL, INC.(Formerly Optical
Concepts of America Inc.) Notes to the Restated Financial Statements (continued)December 31, 2003 and
2002

NOTE 2  SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES (Continued)

d.       
          Related Party Transactions (Continued)

| | In
November and December of 2003, the Company made cash advances of $185,513 to Intelligent
Business Systems Group, International, Inc. (IBSGI). The full amount remained unpaid as of
December 31, 2003. The Company merged with IBSGI in 2004. (See note 6)
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

e.        Use
of Estimates

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

f.        Change
in Accounting Principles

| | During
the year ended December 31, 2003, the Company adopted the following accounting
pronouncements, which had no impact on the financial statements or results of operations:
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | o | SFAS
No. 143, Accounting for Asset Retirement Obligations;
| | - | ----------------------------------------------------------

| | o | SFAS
No. 145,  Recision  of FASB  Statements  4, 44, and 64,  amendment  of  Statement  31,
and  Technical Corrections;
| | - | -----------------------------------------------------------------------------------------------------------------------

| | o | SFAS
No. 146, Accounting for Exit or Disposal Acitivities;
| | - | ----------------------------------------------------------

| | o | SFAS
No. 147, Acquisitions of certain Financial Institutions; and
| | - | -----------------------------------------------------------------

| | o | SFAS
No. 148, Accounting for Stock Based Compensation.
| | - | ------------------------------------------------------

| | o | SFAS
No. 149, Amendment of Statement 133 on Derivative Instruments and Hedging Activities;
| | - | ------------------------------------------------------------------------------------------

| | o | SFAS
No. 150,  Accounting for Certain Financial  Instruments with  Characteristics of both
Liabilities and Equity
| | - | -----------------------------------------------------------------------------------------------------------------

| | In
addition, during the year ended December 31, 2003, FASB Interpretations No. 45 and No. 46,
along with various Emerging Issues Task Force Consensuses (EITF) were issued and adopted
by the Company and had no impact on its financial statements.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

NOTE 3  GOING
CONCERN

| | The
Companys financial statements are prepared using accounting principles generally
accepted in the United States of America applicable to a going concern which contemplates
the realization of assets and liquidation of liabilities in the normal course of business.
The Company has not yet established an ongoing source of revenues sufficient to cover its
operating costs and allow it to continue as a going concern. In addition, the Company has
a deficit in working capital and stockholders deficit at December 31, 2003. The
ability of the Company to continue as a going concern is dependent on the Company
obtaining adequate capital to fund operating losses until it becomes profitable. If the
Company is unable to obtain adequate capital, it could be forced to cease development of
operations.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

-12-

IBSG INTERNATIONAL, INC.(Formerly Optical
Concepts of America Inc.) Notes to the Restated Financial Statements (continued)December 31, 2003 and
2002

NOTE 3  GOING CONCERN
(Continued)

| | In
order to continue as a going concern, develop a reliable source of revenues, and achieve a
profitable level of operations the Company will need, among other things, additional
capital resources. Managements plans to continue as a going concern include raising
additional capital through sales of common stock. It is the intent of the Company to seek
a merger with an existing, operating company. In the interim, shareholders of the Company
are committed to meeting its minimal operating expenses. However, management cannot
provide any assurances that the Company will be successful in accomplishing any of its
plans.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Subsequent
to December 31, 2003 the Company completed a reverse merger with Intelligent Business
Systems Group International, Inc (see Note 6).
| | -----------------------------------------------------------------------------------------------------------------------------------------------

| | The
ability of the Company to continue as a going concern is dependent upon its ability to
successfully accomplish the plans described in the preceding paragraph and eventually
secure other sources of financing and attain profitable operations. The accompanying
financial statements do not include any adjustments that might be necessary if the Company
is unable to continue as a going concern.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

NOTE 4  STOCK ISSUANCES

| | On
November 17, 2003 the Company issued 5,496,835 shares of common stock to various
individuals for services rendered. The shares were valued at the stocks closing price of
$1.10 per share for a total consideration of $6,046,519.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | On
November 20, 2003 the Company issued 278,766 shares of common stock to various individuals
for cash at prices ranging from $0.30 to $0.50 per share for the total consideration of
$97,650.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

NOTE 5  STOCK SPLITS

| | On
May 31, 2003 the Company authorized a 1 for 4 reverse stock split for common stock.
| | --------------------------------------------------------------------------------------

| | On
November 14, 2003 the Company authorized a 1 for 50 reverse stock split for common stock.
| | --------------------------------------------------------------------------------------------

| | All
references to common stock have been retroactively restated.
| | ----------------------------------------------------------------

NOTE 6  SUBSEQUENT
EVENT

| | Subsequent
to December 31, 2003 the Company completed its reverse merger with Intelligent Business
Systems Group International, Inc. This resulted in a 15,000,000 common stock issuance.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Intelligent
Business Systems Group International, Inc., commenced business in 1997, and is now in its
sixth year of operations selling enterprise solutions that is designed to greatly enhance
the operating efficiency and create revenue for State Small Business Development Centers,
business associations (e.g. Chambers of Commerce) and Fortune 1000 corporations through
the licensing of its proprietary turnkey digital service center software, which provides a
broad range of digital budgetary, administrative and commercial services (B2B, e-commerce,
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

-13-

IBSG INTERNATIONAL, INC.(Formerly Optical
Concepts of America Inc.) Notes to the Restated Financial Statements (continued)December 31, 2003 and
2002

NOTE 6  SUBSEQUENT EVENT
(Continued)

| | government
to business and enterprise business services) on a single platform known as the NetPool
Data System (copyrighted).
| | -----------------------------------------------------------------------------------------------------------------------------

| | As
a software provider, system integrator and Application Service Provider, Intelligent
Business Systems Group International, Inc generates its revenue from license sales, system
modifications, system support, and a percentage of monthly customer fees.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

NOTE 7  RESTATEMENT

| | The
accompanying financial statements have been restated to correct an error in the previously
issued financial statements. The change was made to properly reflect the ending balance of
accounts receivable related party, additional paid-in capital and stock subscriptions
payable as of December 31, 2003, and general and administrative expenses for the year then
ended.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | As
originally issued, the December 31, 2003 financial statements accounted for 278,766 shares
of the Companys common stock as if they had been issued for services valued at
$362,396, when they were actually issued for cash of $97,650. The Company also collected
$112,000 as payment for shares which were to be issued, but had not been issued as of
December 31, 2003. All of this cash was received by IBSGI in anticipation of the merger
which was completed in 2004.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The
balances have been adjusted to reflect the actual balances as of December 31, 2003 and for
the year then ended. This adjustment decreased expenses by $362,396 and increased accounts
receivable related party by $185,513 and stock subscriptions payable by $112,000. Net loss
was reduced by $362,396 and net loss per share decreased from $0.29 to $0.27.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

-14-

Item 13. Exhibits and Reports on Form
8-K

(a) Exhibits

Exhibit No.              Description

| | 3.1 | Articles
of Incorporation, as amended. Incorporated by                  reference to exhibit 3(i)
to the Company's Form 10-SB/12g filed on                  March 27, 2002.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 3.2 | By-laws,
as amended. Incorporated by reference to exhibit 3(ii)                  to the Company's
Form 10-SB/12g filed on March 27, 2002.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------

| | 10.1 | Stock
Purchase Agreement. Incorporated by reference to Exhibit                  1.1 to Form 8-K
filed on November 21, 2003.
| | ---- | ---------------------------------------------------------------------------------------------------------------------------

| | 14 | Code
of Ethics
| | -- | --------------

| | 31.1 | Certification of Chief Executive Officer Pursuant to Exchange Act Rules 13a-15(e) and
15d-15(e), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 31.2 | Certification of Chief Financial Officer Pursuant to Exchange Act Rules 13a-15(e) and
15d-15(e), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 32.1 | Certification
pursuant to 18 U.S.C. Section 1350, as adopted                  pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------

| | 32.2 | Certification
pursuant to 18 U.S.C. Section 1350, as adopted                  pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------

-15-

We will furnish a copy of any of
these exhibits to a shareholder upon written request to Michael Rivers, CEO, 1132
Celebration Blvd., Celebration, FL 34747.

(b)    
          Reports on Form 8-K.

The Company filed a report on Form
8-K on during November 21,2003 reporting items 1,2,5 and 7.

SIGNATURES

Pursuant to the requirements of
Section 13 or 15(b) of the Securities Exchange Act of 1934, the registrant caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Celebration, Florida, on October 21, 2004.

| |  | IBSG INTERNATIONAL, INC.BY: /S/ Michael Rivers
Michael RiversPresident
| |  | ------------------------------------------------------------------------------------

In accordance with the requirements
of the Exchange Act, this report has been signed by the following persons on behalf of the
registrant and in the capacities and on the dates indicated:

|Signature          | Title | Date
|------------------ | ----- | ----
|/s/ Michael Rivers |       |     
|                   |       |     
|                   |       |     
|/s/Robert Jolly    |       |     
|                   |       |     
|/s/ Geoffrey Birch |       |     
|                   |       |     

-16-