<html>

<head>
<title>IBSG</title>
</head>

<body LINK="#0000ff">
<div>

<table border="0" cellpadding="0" cellspacing="0" width="100%">
  <tr>
    <td width="100%" colspan="2"><p ALIGN="CENTER"><font size="4"><b>SECURITIES AND EXCHANGE
    COMMISSION</b></font></td>
  </tr>
  <tr>
    <td width="100%" colspan="2"><p ALIGN="CENTER"><font size="4"><b>Washington, DC 20549</b></font></td>
  </tr>
  <tr>
    <td width="100%" colspan="2">&nbsp;&nbsp;&nbsp;&nbsp; </td>
  </tr>
  <tr>
    <td width="100%" colspan="2"><p ALIGN="CENTER"><strong><font size="3">FORM S-8</font></strong></td>
  </tr>
  <tr>
    <td width="100%" colspan="2">&nbsp;&nbsp;&nbsp;&nbsp; </td>
  </tr>
  <tr>
    <td width="100%" colspan="2"><p ALIGN="CENTER"><font size="3">Registration Statement</font></td>
  </tr>
  <tr>
    <td width="100%" colspan="2"><p ALIGN="CENTER"><font size="3">Under the Securities Act of
    1933</font></td>
  </tr>
  <tr>
    <td width="100%" colspan="2">&nbsp; </td>
  </tr>
  <tr>
    <td width="100%" colspan="2">&nbsp; </td>
  </tr>
  <tr>
    <td width="100%" colspan="2"><p ALIGN="CENTER"><u><strong>IBSG International, Inc.</strong></u></td>
  </tr>
  <tr>
    <td width="100%" colspan="2"><p ALIGN="CENTER"><font size="2">(Exact name of Registrant as
    specified in its charter)</font></td>
  </tr>
  <tr>
    <td width="100%" colspan="2"><p align="center">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; </td>
  </tr>
  <tr>
    <td width="50%"><p align="center"><u>Florida</u></td>
    <td width="50%"><p align="center"><u>65-0705328</u></td>
  </tr>
  <tr>
    <td width="50%" align="center"><font size="2">(State or other jurisdiction of
    incorporation organization) </font></td>
    <td width="50%" align="center"><font size="2">(I.R.S. Employer of incorporation or
    Identification Number)</font></td>
  </tr>
  <tr>
    <td width="50%">&nbsp; </td>
    <td width="50%"></td>
  </tr>
  <tr>
    <td width="100%" colspan="2"><p align="center">IBSG International, Inc.</td>
  </tr>
  <tr>
    <td width="100%" colspan="2"><p align="center"><u>7208 Sand Lake Road, Orlando, FL 32819,
    (407) 903-1674</u></td>
  </tr>
  <tr>
    <td width="100%" colspan="2"><p align="center"><font size="2">(Address, including zip
    code, and telephone number, including area code, of registrant's principal executive
    offices)</font></td>
  </tr>
  <tr>
    <td width="50%">&nbsp;&nbsp;&nbsp;&nbsp; </td>
    <td width="50%" align="center"></td>
  </tr>
  <tr>
    <td width="100%" colspan="2"><u><p ALIGN="CENTER"><font size="3">Compensation Plan</font></u></td>
  </tr>
  <tr>
    <td width="100%" colspan="2"><p ALIGN="CENTER"><font size="2">(Full Title of the Plans)</font></td>
  </tr>
  <tr>
    <td width="100%" colspan="2"><font size="2">&nbsp; </font></td>
  </tr>
  <tr>
    <td width="100%" colspan="2"></td>
  </tr>
  <tr>
    <td width="100%" colspan="2"><font size="2"><p align="center"></font>Calculation of
    Registration Fee</td>
  </tr>
  <tr>
    <td width="100%" colspan="2"><font size="2">&nbsp; </font></td>
  </tr>
</table>

<table border="0" cellpadding="0" cellspacing="0" width="100%" height="0%">
  <tr>
    <td width="22%"
    style="border-left: 1px solid rgb(0,0,0); border-top: 1px solid rgb(0,0,0); border-bottom: 1px solid rgb(0,0,0)"><p
    align="center"><font size="2">Title of Securities To Be Registered</font></td>
    <td width="20%"
    style="border-left: 1px solid rgb(0,0,0); border-top: 1px solid rgb(0,0,0); border-bottom: 1px solid rgb(0,0,0)"><p
    align="center"><font size="2">Amount Being Registered</font></td>
    <td width="24%"
    style="border-left: 1px solid rgb(0,0,0); border-top: 1px solid rgb(0,0,0); border-bottom: 1px solid rgb(0,0,0)"><p
    align="center"><font size="2">Proposed Maximum Offering Price Per Share (1)</font></td>
    <td width="24%"
    style="border-left: 1px solid rgb(0,0,0); border-top: 1px solid rgb(0,0,0); border-bottom: 1px solid rgb(0,0,0)"><p
    align="center"><font size="2">Proposed Maximum Aggregate Offering Price</font></td>
    <td width="14%" style="border: 1px solid rgb(0,0,0)"><p align="center"><font size="2">Amount
    of Registration Fee</font></td>
  </tr>
  <tr>
    <td width="22%"
    style="border-left: 1px solid rgb(0,0,0); border-bottom: 1px solid rgb(0,0,0)"><font
    size="2">Common Stock, par value $0.001 per share </font></td>
    <td width="20%"
    style="border-left: 1px solid rgb(0,0,0); border-bottom: 1px solid rgb(0,0,0)"><p
    align="center"><font size="2">2,996,835</font></td>
    <td width="24%"
    style="border-left: 1px solid rgb(0,0,0); border-bottom: 1px solid rgb(0,0,0)"><p
    align="center"><font size="2">$0.70</font></td>
    <td width="24%"
    style="border-left: 1px solid rgb(0,0,0); border-bottom: 1px solid rgb(0,0,0)"><p
    align="center"><font size="2">$2,097,784</font></td>
    <td width="14%"
    style="border-left: 1px solid rgb(0,0,0); border-right: 1px solid rgb(0,0,0); border-bottom: 1px solid rgb(0,0,0)"><p
    align="center"><font size="2">$193.00</font></td>
  </tr>
  <tr>
    <td width="100%"
    style="border-left: 1px none rgb(0,0,0); border-bottom: 1px none rgb(0,0,0)" colspan="5"><font
    size="2">(1) Estimated solely for the purpose of calculating the amount of the
    registration fee pursuant to Rule 457(h), on the basis of the closing bid price of the
    common stock as reported on the OTC Bulletin Board on November 14, 2003.</font></td>
  </tr>
</table>
</div>

<p><br clear="all" style="page-break-before:always; mso-break-type:section-break">
</p>
<div>

<p ALIGN="CENTER"><strong>PART I</strong></p>

<p ALIGN="center">Information Required in the Section 10 (a) Prospectus</p>

<p ALIGN="JUSTIFY"><strong>Item 1. Plan Information.</strong></p>

<p ALIGN="JUSTIFY">This Registration Statement on Form S-8 provides for the issuance and
registration of a total of 2,996,835 shares of common stock of the Company, as follows:
Marc Baker, a business consultant who shall provide bona fide services related to
management services, corporate organization and structure, strategic planning and business
evaluations in connection with potential mergers and acquisitions, 1,598,418 shares; and
Cathy Pafumi, a consultant who provides bona fide services related to management services,
corporate organization and structure, strategic planning and business evaluations in
connection with potential mergers and acquisitions, 1,398,417.</p>
<b>

<p ALIGN="JUSTIFY">Item 2. Registrant Information and Employee Plan Annual Information.</p>
</b>

<p ALIGN="JUSTIFY">The Company has provided a written statement to the above consultants
advising them of the availability, without charge, upon written or oral request, of the
documents incorporated by reference in Item 3 of Part II of the Registration Statement,
and stating that these documents are incorporated by reference in the Section 10(a)
prospectus. </p>
<b>

<p ALIGN="CENTER">PART II</p>

<p ALIGN="CENTER"></b>Information Required in the Registration Statement</p>

<p ALIGN="JUSTIFY"><b>Item 3. Incorporation of Documents by Reference</b></p>

<p ALIGN="JUSTIFY">The following documents filed by IBSG International, Inc. with the
Securities and Exchange Commission are incorporated in this Form S-8 by reference:</p>

<p ALIGN="JUSTIFY">1. The Company's annual report for the fiscal year end December 31,
2002 filed on January 28, 2003;</p>

<p ALIGN="JUSTIFY">2. All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 since the end of the fiscal year covered by the document
referred to in (1) above; and</p>

<p ALIGN="JUSTIFY">3. The description of the Company common stock which is contained in
the registration statement or amendment to any registration statement filed under Section
12 of the Exchange Act, including any amendment or report filed for the purpose of
updating the description.</p>

<p ALIGN="JUSTIFY">All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14, and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment to the Registration Statement that indicate that all shares of common stock
offered have been sold or that deregister all of the shares then remaining unsold, shall
be deemed to be incorporated by reference in the Registration Statement and to be a part
of it from the date of filing of the documents.</p>

<p ALIGN="JUSTIFY"><b>Item 4. Description of Securities</b></p>

<p ALIGN="JUSTIFY">Reference is made to the Company's registration statement on Form
10-SB/12g/A filed on July 17, 2002 for a description of its shares of common stock.</p>

<p ALIGN="JUSTIFY"><b>Item 5. Interest of Named Experts and Counsel </b></p>

<p ALIGN="JUSTIFY">None.</p>
<b>

<p ALIGN="JUSTIFY">Item 6. Indemnification of Directors and Officers</p>
</b>

<p style="TEXT-ALIGN: justify">The Florida Business Corporation Act, as amended (the
&quot;Florida Act&quot;), provides that, in general, a business corporation may indemnify
any person who is or was a party to any proceeding (other than an action by, or in the
right of, the corporation) by reason of the fact that he or she is or was a director or
officer of the corporation, against liability incurred in connection with such proceeding,
including any appeal thereof, provided certain standards are met, including that such
officer or director acted in good faith and in a manner he or she reasonably believed to
be in, or not opposed to, the best interests of the corporation, and provided further
that, with respect to any criminal action or proceeding, the officer or director had no
reasonable cause to believe his or her conduct was unlawful. In the case of proceedings by
or in the right of the corporation, the Florida Act provides that, in general, a
corporation may indemnify any person who was or is a party to any such proceeding by
reason of the fact that he or she is or was a director or officer of the corporation
against expenses and amounts paid in settlement actually and reasonably incurred in
connection with the defense or settlement of such proceeding, including any appeal
thereof, provided that such person acted in good faith and in a manner he or she
reasonably believed to be in, or not opposed to, the best interests of the corporation,
except that no indemnification shall be made in respect of any claim as to which such
person is adjudged liable unless a court of competent jurisdiction determines upon
application that such person is fairly and reasonably entitled to indemnity. To the extent
that any officers or directors are successful on the merits or otherwise in the defense of
any of the proceedings described above, the Florida Act provides that the corporation is
required to indemnify such officers or directors against expenses actually and reasonably
incurred in connection therewith. However, the Florida Act further provides that, in
general, indemnification or advancement of expenses shall not be made to or on behalf of
any officer or director if a judgment or other final adjudication establishes that his or
her actions, or omissions to act, were material to the cause of action so adjudicated and
constitute: (i) a violation of the criminal law, unless the director or officer had
reasonable cause to believe his or her conduct was lawful or had no reasonable cause to
believe it was unlawful; (ii) a transaction from which the director or officer derived an
improper personal benefit; (iii) in the case of a director, a circumstance under which the
director has voted for or assented to a distribution made in violation of the Florida Act
or the corporation's articles of incorporation; or (iv) willful misconduct or a conscious
disregard for the best interests of the corporation in a proceeding by or in the right of
the corporation to procure a judgment in its favor or in a proceeding by or in the right
of a shareholder.</p>

<p style="TEXT-ALIGN: justify">The Registrant's By-Laws include the following provisions:</p>

<p style="TEXT-ALIGN: center">Article IX. Corporate Indemnification Plan</p>

<p style="TEXT-ALIGN: justify">The Company shall indemnify any person:</p>

<p style="TEXT-ALIGN: justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (1) Who was or
is a party, or is threatened to be made a party, to any threatened, pending, or completed
action, suit, or proceeding, whether civil, criminal, administrative, or investigative
(other than an action by, or in the right of, the above named corporation) by reason of
the fact that he is or was a director, officer, employee, or agent of the above named
corporation or is or was serving at the request of the above named corporation as a
director, officer, employee, or agent of another corporation, partnership, joint venture,
trust, or other enterprise against such costs and expenses, and to the extent and in the
manner provided under Florida Law.<br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (2) Who was or is a party, or is threatened to
be made a party, to any threatened, pending, or completed action or suit by or in the
right of the above named corporation to procure a judgment in its favor by reason of the
fact that he is or was a director, officer, employee, or agent of the above named
corporation or is or was serving at the request of the above named corporation as a
director, officer, employee, or agent of another corporation, partnership, joint venture,
trust, or other enterprise against such costs and expenses, and to the extent and in the
manner provided under Florida Law.<br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The extent, amount, and eligibility for the
indemnification provided herein will be made by the Board of Directors. Said
determinations will be made by a majority vote to a quorum consisting of directors who
were not parties to such action, suit, or proceeding or by the shareholders by a majority
vote of a quorum consisting of shareholders who were not parties to such action, suit, or
proceeding.<br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The Company will have the power to make further
indemnification as provided under Florida Law except to indemnify any person against gross
negligence or willful misconduct.<br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The Company is further authorized to purchase
and maintain insurance for indemnification of any person at provided herein and to the
extent provided under Florida Law.<br>
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be
permitted to directors, officers and controlling persons of the Company, the Company has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such liabilities
(other than the payment by the Company of expenses incurred or paid by a director, officer
or controlling person of the Company 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 undertakes, unless in the opinion of its
counsel the matter has been settled by controlling precedent, to submit to a court of
appropriate jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and agrees to be governed by the final adjudication of such
issue.</p>

<p ALIGN="JUSTIFY"><b>Item 7. Exemption from Registration Claimed</b></p>

<p ALIGN="JUSTIFY">Not Applicable. </p>
<b>

<p ALIGN="JUSTIFY">Item 8. Exhibits</p>
</b>

<p ALIGN="JUSTIFY">The following exhibits are a part of this Registration Statement:</p>

<table CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="100%" height="0%">
  <tr>
    <td WIDTH="15%" VALIGN="MIDDLE"><font size="2">Exhibit</font></td>
    <td WIDTH="85%" VALIGN="MIDDLE"><font size="2">Description</font></td>
  </tr>
  <tr>
    <td WIDTH="15%" VALIGN="MIDDLE"><p ALIGN="JUSTIFY"><font size="2">3(i) (*)</font></td>
    <td WIDTH="85%" VALIGN="MIDDLE"><p ALIGN="JUSTIFY"><font size="2">Articles of &nbsp;
    Incorporation of the Company as amended</font></td>
  </tr>
  <tr>
    <td WIDTH="15%" VALIGN="MIDDLE"><p ALIGN="JUSTIFY"><font size="2">3(ii)(1)(*)</font></td>
    <td WIDTH="85%" VALIGN="MIDDLE"><p ALIGN="JUSTIFY"><font size="2">By-laws, as amended </font></td>
  </tr>
  <tr>
    <td WIDTH="15%" VALIGN="MIDDLE"><p ALIGN="JUSTIFY"><font size="2">5.1</font></td>
    <td WIDTH="85%" VALIGN="MIDDLE"><p ALIGN="JUSTIFY"><font size="2">Opinion regarding
    legality filed herewith</font></td>
  </tr>
  <tr>
    <td WIDTH="15%" VALIGN="MIDDLE"><p ALIGN="JUSTIFY"><font size="2">10.1</font></td>
    <td WIDTH="85%" VALIGN="MIDDLE"><p ALIGN="JUSTIFY"><font size="2">Marc Baker Consulting
    Agreement dated as of November 17, 2003 filed herewith</font></td>
  </tr>
  <tr>
    <td WIDTH="15%" VALIGN="MIDDLE"><p ALIGN="JUSTIFY"><font size="2">10.2</font></td>
    <td WIDTH="85%" VALIGN="MIDDLE"><p ALIGN="JUSTIFY"><font size="2">Cathy Pafumi Consulting
    Agreement dated as of November 17, 2003 filed herewith</font></td>
  </tr>
  <tr>
    <td WIDTH="15%" VALIGN="MIDDLE"><p ALIGN="JUSTIFY"><font size="2">23.1</font></td>
    <td WIDTH="85%" VALIGN="MIDDLE"><p ALIGN="JUSTIFY"><font size="2">Consent of Counsel
    (included in Exhibit 5.1)</font></td>
  </tr>
  <tr>
    <td WIDTH="15%" VALIGN="MIDDLE"><p ALIGN="JUSTIFY"><font size="2">23.2</font></td>
    <td WIDTH="85%" VALIGN="MIDDLE"><p ALIGN="JUSTIFY"><font size="2">Consent of Grassano
    Accounting, P.A., independent public accountants</font></td>
  </tr>
  <tr>
    <td WIDTH="100%" VALIGN="MIDDLE" colspan="2"><font size="2">(*) Filed previously on
    registration statement on Form 10-SB/12g filed on March 27, 2002.</font></td>
  </tr>
</table>
<font size="3">

<p ALIGN="JUSTIFY"></font><b>Item 9. Undertakings</b></p>

<p ALIGN="JUSTIFY">(a) The undersigned Registrant hereby undertakes:</p>

<p ALIGN="JUSTIFY">(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:<br>
i. To include any prospectus required by Section 10(a)(3) of the Securities Act;</p>

<p ALIGN="JUSTIFY">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. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any deviation from the
low or high and of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in the maximum
aggregate offering price set forth in the &quot;Calculation of Registration Fee&quot;
table in the effective registration statement; and</p>

<p ALIGN="JUSTIFY">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.</p>

<p ALIGN="JUSTIFY">Provided, however, that paragraphs (a)(1)(i) and (ii) do not apply if
the registration statement is on Form S-3 or Form S-8, and the information required to be
included in a post-effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the registrant pursuant to Section 13
or 15(d) of the Exchange Act that are incorporated by reference in the registration
statement.</p>

<p ALIGN="JUSTIFY">(2) That, for the purpose of determining any liability under the
Securities 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 <i>bona fide</i> offering
thereof.</p>

<p ALIGN="JUSTIFY">(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.</p>

<p ALIGN="JUSTIFY">(b) The undersigned Registrant hereby undertakes that, for purposes of
determining liability under the Securities Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d) of the
Exchange 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 <i>bona
fide</i> offering thereof.</p>

<p ALIGN="JUSTIFY">(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described in Item 6 above, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act and is,
therefore, unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant 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 Registrant 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 Securities Act and will be governed by the final
adjudication of such issue.</p>
</div>

<p><br clear="all" style="page-break-before:always; mso-break-type:section-break">
</p>
<div>

<p ALIGN="CENTER"><b>SIGNATURES</b></p>

<p ALIGN="JUSTIFY">Pursuant to the requirements of the Securities Act of 1933, the
Registrant 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
Orlando, Florida, on the 17th day of November 2003</p>

<p ALIGN="JUSTIFY">IBSG INTERNATIONAL, INC.</p>

<p ALIGN="JUSTIFY">By:<u>/s/ Michael Rivers</u><br>
Michael Rivers, Chief Executive Officer</p>

<p ALIGN="JUSTIFY">Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following person in the capacity and
on the date indicated:</p>

<table border="0" cellpadding="0" cellspacing="0" width="100%" height="0%">
  <tr>
    <td width="30%"><u>Signature</u> </td>
    <td width="40%"><u>Title</u> </td>
    <td width="30%"><u>Date</u></td>
  </tr>
  <tr>
    <td width="30%">/s/ <u>Michael Rivers</u></td>
    <td width="40%">Chief Executive Officer </td>
    <td width="30%">November 17, 2003</td>
  </tr>
</table>
</div>

<p><br clear="all" style="page-break-before:always; mso-break-type:section-break">
</p>
<div><b>

<p align="left"></b>Exhibit 5.1</p>

<table border="0" width="100%" height="0%" cellspacing="0" cellpadding="0">
  <tr>
    <td width="100%" align="center"><b><font size="4">Thomas J. Craft, Jr., P.A.</font></b></td>
  </tr>
  <tr>
    <td width="100%" align="center"><font FACE="Garamond"><p ALIGN="CENTER">11000 Prosperity
    Farms Road, Suite 101</font></td>
  </tr>
  <tr>
    <td width="100%"><font FACE="Garamond"><p ALIGN="CENTER">Palm Beach Gardens, FL33401</font></td>
  </tr>
  <tr>
    <td width="100%"><p align="center"><font size="2">Phone: 561- 543-2233</font></td>
  </tr>
  <tr>
    <td width="100%">&nbsp; </td>
  </tr>
</table>

<table border="0" cellpadding="0" cellspacing="0" width="100%" height="0%">
  <tr>
    <td width="56%" colspan="2" height="25"><font FACE="Garamond">US Securities and Exchange
    Commission</font></td>
    <td width="44%" align="right" height="25"></td>
  </tr>
  <tr>
    <td width="56%" colspan="2" height="25"><font FACE="Garamond">450 Fifth Street, NW</font></td>
    <td width="44%" align="right" height="25"></td>
  </tr>
  <tr>
    <td width="56%" colspan="2" height="25"><font FACE="Garamond">Washington, DC 20549</font></td>
    <td width="44%" align="right" height="25"></td>
  </tr>
  <tr>
    <td width="56%" colspan="2" height="25">&nbsp; </td>
    <td width="44%" align="right" height="25"></td>
  </tr>
  <tr>
    <td width="8%" height="25"><p align="right">Re: </td>
    <td width="48%" height="25">IBSG International, Inc.</td>
    <td width="44%" align="right" height="25"></td>
  </tr>
  <tr>
    <td width="8%" height="25"></td>
    <td width="48%" height="25">Registration Statement on Form S-8<br>
    Commission File No. 0-29587</td>
    <td width="44%" align="right" height="25"></td>
  </tr>
  <tr>
    <td width="100%" colspan="3" height="442"><font face="Times New Roman" size="3">Gentlemen:</font><p
    ALIGN="JUSTIFY"><font face="Times New Roman" size="3">The undersigned has acted as counsel
    to ISBG International, Inc., a Florida corporation (the &quot;Company&quot;), in
    connection with the preparation and filing of the Registration Statement on Form S-8 (the
    &quot;Registration Statement&quot;) filed with the Securities and Exchange Commission (the
    &quot;Commission&quot;), under the Securities Act of 1933, as amended (the
    &quot;Securities Act&quot;), relating to 2,996,835 shares of the Company's Common Stock,
    par value $.001 per share (the &quot;Common Stock&quot;). The Common Stock is being issued
    pursued to consulting agreements to consultants who are providing bona fide services to
    the Company. </font></p>
    <p ALIGN="JUSTIFY"><font face="Times New Roman" size="3">In connection with this opinion,
    the undersigned has reviewed the filings of the Company incorporated by reference in the
    Registration Statement and has determined that the Company is current in its reporting
    requirements under the Securities Exchange Act of 1934, as amended. </font></p>
    <p ALIGN="JUSTIFY"><font face="Times New Roman" size="3">Based on the foregoing and the
    representations made to the undersigned by the Company, the undersigned is of the opinion
    that the shares of Common Stock, when issued, will be fully paid and non-assessable shares
    of the Company. Further, the Company has duly authorized the issuance of the shares and
    the filing of this registration statement on Form S-8 under the Act. </font></p>
    <p ALIGN="JUSTIFY"><font face="Times New Roman" size="3">I hereby consent to the inclusion
    of this opinion in the registration statement on Form S-8 being duly filed with the
    Securities and Exchange Commission.</font></p>
    <p ALIGN="JUSTIFY"><font face="Times New Roman" size="3">&nbsp;Very truly yours,</font></p>
    <p align="left"><font face="Times New Roman" size="3"><u>/s/ Thomas J. Craft, Jr., P.A.<br>
    </u>Thomas J. Craft, Jr., P.A.</font></td>
  </tr>
</table>
</div>

<p><br clear="all" style="page-break-before:always; mso-break-type:section-break">
</p>
<div><b>

<p></b>Exhibit 23.1</p>

<p ALIGN="CENTER">CONSENT OF COUNSEL (included in Exhibit 5.1)</p>

<hr>

<p>Exhibit 23.2</p>

<p style="text-align:justify"><font size="3">CONSENT OF INDEPENDENT CERTIFIED PUBLIC
ACCOUNTANTS</font></p>

<p style="text-align:justify"><font size="3">I previously issued my report, accompanying
the financial statements of the Registrant for the year ended December 31, 2002, dated
January 21, 2003, filed with the Registrant's Annual Report on Form 10-KSB. I hereby
consent to the incorporation by reference of said report in the Registration Statement on
Form S-8 filed with the SEC by the Registrant. </font></p>

<p style="text-align:justify"><font size="3">Grassano Accounting, P.A.<br>
/s/ Grassano Accounting P.A.</font></p>

<p style="text-align:justify"><font size="3">Boca Raton, Florida<br>
November 17, 2003</font></p>
</div>
</body>
</html>
[{"type": "S-8", "sequence": "1", "filename": "ibsg-s8.htm", "secsgml_size_bytes": 28552}]
{"company-data": {"conformed-name": "OPTICAL CONCEPTS OF AMERICA INC", "cik": "0001031905", "assigned-sic": "3851", "irs-number": "650705328", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-110540", "film-number": "031007466"}, "business-address": {"street1": "5605 N.W. 29TH ST.", "city": "MARGATE", "state": "FL", "zip": "33063", "phone": "9549178700"}, "mail-address": {"street1": "5605 N.W. 29TH ST.", "city": "MARGATE", "state": "FL", "zip": "33063"}}
IBSG
SECURITIES AND EXCHANGE
    COMMISSION
Washington, DC 20549
FORM S-8
Registration Statement
Under the Securities Act of
    1933
IBSG International, Inc.
(Exact name of Registrant as
    specified in its charter)
Florida
65-0705328
(State or other jurisdiction of
    incorporation organization)
(I.R.S. Employer of incorporation or
    Identification Number)
IBSG International, Inc.
7208 Sand Lake Road, Orlando, FL 32819,
    (407) 903-1674
(Address, including zip
    code, and telephone number, including area code, of registrant's principal executive
    offices)
Compensation Plan
(Full Title of the Plans)
Calculation of
    Registration Fee
Title of Securities To Be Registered
Amount Being Registered
Proposed Maximum Offering Price Per Share (1)
Proposed Maximum Aggregate Offering Price
Amount
    of Registration Fee
Common Stock, par value $0.001 per share
2,996,835
$0.70
$2,097,784
$193.00
(1) Estimated solely for the purpose of calculating the amount of the
    registration fee pursuant to Rule 457(h), on the basis of the closing bid price of the
    common stock as reported on the OTC Bulletin Board on November 14, 2003.
PART I
Information Required in the Section 10 (a) Prospectus
Item 1. Plan Information.
This Registration Statement on Form S-8 provides for the issuance and
registration of a total of 2,996,835 shares of common stock of the Company, as follows:
Marc Baker, a business consultant who shall provide bona fide services related to
management services, corporate organization and structure, strategic planning and business
evaluations in connection with potential mergers and acquisitions, 1,598,418 shares; and
Cathy Pafumi, a consultant who provides bona fide services related to management services,
corporate organization and structure, strategic planning and business evaluations in
connection with potential mergers and acquisitions, 1,398,417.
Item 2. Registrant Information and Employee Plan Annual Information.
The Company has provided a written statement to the above consultants
advising them of the availability, without charge, upon written or oral request, of the
documents incorporated by reference in Item 3 of Part II of the Registration Statement,
and stating that these documents are incorporated by reference in the Section 10(a)
prospectus.
PART II
Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference
The following documents filed by IBSG International, Inc. with the
Securities and Exchange Commission are incorporated in this Form S-8 by reference:
1. The Company's annual report for the fiscal year end December 31,
2002 filed on January 28, 2003;
2. All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 since the end of the fiscal year covered by the document
referred to in (1) above; and
3. The description of the Company common stock which is contained in
the registration statement or amendment to any registration statement filed under Section
12 of the Exchange Act, including any amendment or report filed for the purpose of
updating the description.
All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14, and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment to the Registration Statement that indicate that all shares of common stock
offered have been sold or that deregister all of the shares then remaining unsold, shall
be deemed to be incorporated by reference in the Registration Statement and to be a part
of it from the date of filing of the documents.
Item 4. Description of Securities
Reference is made to the Company's registration statement on Form
10-SB/12g/A filed on July 17, 2002 for a description of its shares of common stock.
Item 5. Interest of Named Experts and Counsel
None.
Item 6. Indemnification of Directors and Officers
The Florida Business Corporation Act, as amended (the
"Florida Act"), provides that, in general, a business corporation may indemnify
any person who is or was a party to any proceeding (other than an action by, or in the
right of, the corporation) by reason of the fact that he or she is or was a director or
officer of the corporation, against liability incurred in connection with such proceeding,
including any appeal thereof, provided certain standards are met, including that such
officer or director acted in good faith and in a manner he or she reasonably believed to
be in, or not opposed to, the best interests of the corporation, and provided further
that, with respect to any criminal action or proceeding, the officer or director had no
reasonable cause to believe his or her conduct was unlawful. In the case of proceedings by
or in the right of the corporation, the Florida Act provides that, in general, a
corporation may indemnify any person who was or is a party to any such proceeding by
reason of the fact that he or she is or was a director or officer of the corporation
against expenses and amounts paid in settlement actually and reasonably incurred in
connection with the defense or settlement of such proceeding, including any appeal
thereof, provided that such person acted in good faith and in a manner he or she
reasonably believed to be in, or not opposed to, the best interests of the corporation,
except that no indemnification shall be made in respect of any claim as to which such
person is adjudged liable unless a court of competent jurisdiction determines upon
application that such person is fairly and reasonably entitled to indemnity. To the extent
that any officers or directors are successful on the merits or otherwise in the defense of
any of the proceedings described above, the Florida Act provides that the corporation is
required to indemnify such officers or directors against expenses actually and reasonably
incurred in connection therewith. However, the Florida Act further provides that, in
general, indemnification or advancement of expenses shall not be made to or on behalf of
any officer or director if a judgment or other final adjudication establishes that his or
her actions, or omissions to act, were material to the cause of action so adjudicated and
constitute: (i) a violation of the criminal law, unless the director or officer had
reasonable cause to believe his or her conduct was lawful or had no reasonable cause to
believe it was unlawful; (ii) a transaction from which the director or officer derived an
improper personal benefit; (iii) in the case of a director, a circumstance under which the
director has voted for or assented to a distribution made in violation of the Florida Act
or the corporation's articles of incorporation; or (iv) willful misconduct or a conscious
disregard for the best interests of the corporation in a proceeding by or in the right of
the corporation to procure a judgment in its favor or in a proceeding by or in the right
of a shareholder.
The Registrant's By-Laws include the following provisions:
Article IX. Corporate Indemnification Plan
The Company shall indemnify any person:
(1) Who was or
is a party, or is threatened to be made a party, to any threatened, pending, or completed
action, suit, or proceeding, whether civil, criminal, administrative, or investigative
(other than an action by, or in the right of, the above named corporation) by reason of
the fact that he is or was a director, officer, employee, or agent of the above named
corporation or is or was serving at the request of the above named corporation as a
director, officer, employee, or agent of another corporation, partnership, joint venture,
trust, or other enterprise against such costs and expenses, and to the extent and in the
manner provided under Florida Law.
(2) Who was or is a party, or is threatened to
be made a party, to any threatened, pending, or completed action or suit by or in the
right of the above named corporation to procure a judgment in its favor by reason of the
fact that he is or was a director, officer, employee, or agent of the above named
corporation or is or was serving at the request of the above named corporation as a
director, officer, employee, or agent of another corporation, partnership, joint venture,
trust, or other enterprise against such costs and expenses, and to the extent and in the
manner provided under Florida Law.
The extent, amount, and eligibility for the
indemnification provided herein will be made by the Board of Directors. Said
determinations will be made by a majority vote to a quorum consisting of directors who
were not parties to such action, suit, or proceeding or by the shareholders by a majority
vote of a quorum consisting of shareholders who were not parties to such action, suit, or
proceeding.
The Company will have the power to make further
indemnification as provided under Florida Law except to indemnify any person against gross
negligence or willful misconduct.
The Company is further authorized to purchase
and maintain insurance for indemnification of any person at provided herein and to the
extent provided under Florida Law.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be
permitted to directors, officers and controlling persons of the Company, the Company has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such liabilities
(other than the payment by the Company of expenses incurred or paid by a director, officer
or controlling person of the Company 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 undertakes, unless in the opinion of its
counsel the matter has been settled by controlling precedent, to submit to a court of
appropriate jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and agrees to be governed by the final adjudication of such
issue.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
The following exhibits are a part of this Registration Statement:
Exhibit
Description
3(i) (*)
Articles of  
    Incorporation of the Company as amended
3(ii)(1)(*)
By-laws, as amended
5.1
Opinion regarding
    legality filed herewith
10.1
Marc Baker Consulting
    Agreement dated as of November 17, 2003 filed herewith
10.2
Cathy Pafumi Consulting
    Agreement dated as of November 17, 2003 filed herewith
23.1
Consent of Counsel
    (included in Exhibit 5.1)
23.2
Consent of Grassano
    Accounting, P.A., independent public accountants
(*) Filed previously on
    registration statement on Form 10-SB/12g filed on March 27, 2002.
Item 9. Undertakings
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or 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 Securities 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. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any deviation from the
low or high and of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement; and
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 (ii) do not apply if
the registration statement is on Form S-3 or Form S-8, and the information required to be
included in a post-effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the registrant pursuant to Section 13
or 15(d) of the Exchange Act that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under the
Securities 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 liability under the Securities Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d) of the
Exchange 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described in Item 6 above, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act and is,
therefore, unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant 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 Registrant 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 Securities Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant 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
Orlando, Florida, on the 17th day of November 2003
IBSG INTERNATIONAL, INC.
By:
/s/ Michael Rivers
Michael Rivers, Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following person in the capacity and
on the date indicated:
Signature
Title
Date
/s/
Michael Rivers
Chief Executive Officer
November 17, 2003
Exhibit 5.1
Thomas J. Craft, Jr., P.A.
11000 Prosperity
    Farms Road, Suite 101
Palm Beach Gardens, FL33401
Phone: 561- 543-2233
US Securities and Exchange
    Commission
450 Fifth Street, NW
Washington, DC 20549
Re:
IBSG International, Inc.
Registration Statement on Form S-8
Commission File No. 0-29587
Gentlemen:
The undersigned has acted as counsel
    to ISBG International, Inc., a Florida corporation (the "Company"), in
    connection with the preparation and filing of the Registration Statement on Form S-8 (the
    "Registration Statement") filed with the Securities and Exchange Commission (the
    "Commission"), under the Securities Act of 1933, as amended (the
    "Securities Act"), relating to 2,996,835 shares of the Company's Common Stock,
    par value $.001 per share (the "Common Stock"). The Common Stock is being issued
    pursued to consulting agreements to consultants who are providing bona fide services to
    the Company.
In connection with this opinion,
    the undersigned has reviewed the filings of the Company incorporated by reference in the
    Registration Statement and has determined that the Company is current in its reporting
    requirements under the Securities Exchange Act of 1934, as amended.
Based on the foregoing and the
    representations made to the undersigned by the Company, the undersigned is of the opinion
    that the shares of Common Stock, when issued, will be fully paid and non-assessable shares
    of the Company. Further, the Company has duly authorized the issuance of the shares and
    the filing of this registration statement on Form S-8 under the Act.
I hereby consent to the inclusion
    of this opinion in the registration statement on Form S-8 being duly filed with the
    Securities and Exchange Commission.
Very truly yours,
/s/ Thomas J. Craft, Jr., P.A.
Thomas J. Craft, Jr., P.A.
Exhibit 23.1
CONSENT OF COUNSEL (included in Exhibit 5.1)
Exhibit 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC
ACCOUNTANTS
I previously issued my report, accompanying
the financial statements of the Registrant for the year ended December 31, 2002, dated
January 21, 2003, filed with the Registrant's Annual Report on Form 10-KSB. I hereby
consent to the incorporation by reference of said report in the Registration Statement on
Form S-8 filed with the SEC by the Registrant.
Grassano Accounting, P.A.
/s/ Grassano Accounting P.A.
Boca Raton, Florida
November 17, 2003