UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, DCD.C. 20549

_______________

FORM 8-K

CURRENT REPORT ~~PURSUANT~~

TOPursuant ~~SECTION~~to Section 13 ORor 15(Dd) OFof ~~THE~~the Securities Exchange Act of 1934

~~SECURITIES~~Date ~~EXCHANGE~~of ~~ACT~~Report OF(Date ~~1934~~of earliest event reported) May 23, 2005

Date of report (Date of earliest event reported) February 9, 2005

INTERACTIVE BRAND DEVELOPMENT, INC.

(Exact ~~Name~~name of ~~Registrant~~registrant as ~~Specified~~specified in ~~Its~~its ~~Charter~~charter)

DELAWARE

Delaware

000-20958

86-0519152

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

~~(State~~2200 orSW ~~Other~~10th ~~Jurisdiction~~Street, ofDeerfield ~~Incorporation)~~Beach, Florida 33442

	000-20958		86-0519152
	(Commission File Number)		(IRS Employer Identification No.)
	2200 S.W. 10th Street, Deerfield Beach, FL		33442
	(Address of Principal Executive Offices)		(Zip Code)

(Address of Principal Executive Office) (Zip Code)

(954-) 363-~~4797~~4400

(Registrant’s ~~Telephone~~telephone ~~Number~~number, ~~Including~~including ~~Area~~area ~~Code~~code)

Not Applicable

(Former Name or Former Address, ifIf Changed Since Last Report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ~~(see General Instruction A.2. below)~~:

o ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 34.0102–NON-RELIANCE ON PREVIOUSLY ISSUED FINANCIAL STATEMENTS OR A RELATED AUDIT REPORT OR COMPLETED INTERIM REVIEW

~~Notice~~On May 23, 2005, Interactive Brand Development, Inc. filed with the Securities and Exchange Commission its quarterly report with financial information for the quarterly period ended March 31, 2005. The Company believes as of ~~Delisting~~May or24, ~~Failure~~2005, tothe ~~Satisfy~~financial ainformation ~~Continued~~contained ~~Listing~~in ~~Rule~~the orreport ~~Standard;~~should ~~Transfer~~no longer be relied upon because of ~~Listing~~an administrative error made in compiling such financial information as addressed by APB Opinion No. 20.

OnPrior ~~February~~to 9the filing, ~~2005~~the Board of Directors and the Audit Committee, along with authorized officers, believed the ~~Company~~financial ~~submitted~~information provided to ~~the~~them ~~American~~to ~~Stock~~be ~~Exchange~~substantially ~~(“AMEX”)~~accurate. ~~Listing~~Such ~~Qualifications~~information ~~Hearings~~contained ~~Department~~in the Income Statement materially changed due to a ~~notice~~scribner’s ~~requesting~~error ~~withdrawal~~in ofproviding ~~its~~wrong ~~appeal~~information including incorrect cost of ~~the~~sales. ~~AMEX~~The ~~staff'~~report was reviewed and discussed on May 24, 2005 with the Company’s ~~decision~~independent accountant, who advised on that date that action be taken to ~~commence~~prevent ~~delisting~~future ~~procedures.~~reliance Ason athe ~~result~~interim ofstatements, specifically the income statement, which misstates the Company'’s ~~withdrawal~~income ~~notice,~~for the ~~AMEX~~quarter ~~will~~ended ~~initiate~~March 31, 2005. Members of the ~~process~~Company’s Board of ~~delisting~~Directors and Audit Committee were available to discuss the income statement with the independent accountant, and all members agreed with the Company'’s ~~common~~independent ~~stock~~accountant ~~from~~that ~~AMEX.~~the quarterly report will be amended and reviewed with priority and filed as soon as possible.

~~The~~ITEM ~~Company issued a press release on February 10, 2005 announcing the withdrawal of the appeal~~9.01 ~~Such~~Financial ~~press~~Statement ~~release is attached hereto as Exhibit 99.1~~ and ~~is incorporated herein by reference.~~Exhibits

ITEM 9.01

Exhibits	Description
99.1	Form 10Q-SB filed May 23, 2005 and herein incorporated by reference.
99.2	Amended Form 10Q-SB containing corrected financial information*

~~Financial~~*To ~~Statements~~be ~~and~~filed ~~Exhibits~~by amendment.

~~(c) Exhibits~~SIGNATURES

Exhibits No.		Description
99.1		Press Release dated February 10, 2005

Pursuant to the requirements of the Securities Exchange Act of 1934, Care Concepts I, Inc. has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

	INTERACTIVE BRAND DEVELOPMENT, INC.

Date: May 24, 2005	By:	/s/ STEVE MARKLEY
		Steve Markley
		Chief Executive Officer

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, Interactive Brand Developments, Inc. has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

INTERACTIVE BRAND DEVELOPMENTS, INC. By: /s/ STEVE MARKLEY Steve Markley, Chief Executive Officer

Date: February 14, 2005

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