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As filed with the Securities and Exchange Commission on January 29, 2004

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 2

TO

FORM S-8

REGISTRATION STATEMENT

Under

THE SECURITIES ACT OF 1933

IBIZ TECHNOLOGY CORP.

(Exact name of registrant as specified in its charter)


Florida 86-0933890
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)


2238 West Lone Cactus Drive, Suite 200
Phoenix, Arizona 85021
(Address of principal executive offices)

2003 Stock Incentive Plan

(Full title of the plan)

Kenneth W. Schilling Copy to:
President
2238 West Lone Cactus Drive, Suite 200 Darrin M. Ocasio, Esq.
Phoenix, Arizona 85021 Sichenzia Ross Friedman Ference LLP
(253)284-2000 1065 Avenue of Americas
(Name, address and telephone number, New York, NY 10018
including area code, of agent for service) (212) 930-9700

--------------------------


CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------------
Proposed maximum Proposed maximum
Title of securities to Amount to be offering price per Aggregate offering Amount of
be registered Registered share Price (1) registration fee
-----------------------------------------------------------------------------------------------------------------

Common Stock,
$.001 par value 450,000,000(2) $.003 $1,350,000.00 $109.22*

* Previously paid


(1) This calculation is made solely for the purposes of determining the
registration fee pursuant to the provisions of Rule 457(c) under the Securities
Act of 1933, as amended, and is calculated on the basis of the average of the
high and low prices per share of the common stock reported on the OTC Bulletin
Board as of December 4, 2003, a date within five business days prior to the
filing of this registration statement.

(2) These 450,000,000 shares represent additional shares for issuance under the
Registrant's 2003 Stock Incentive Plan, originally the subject of the
Registrant's Form S-8 registration statement filed on October 30, 2003, bearing
SEC File No. 333-110077.


INCORPORATION BY REFERENCE

OF

EARLIER REGISTRATION STATEMENT

IBIZ Technology Corp. (the "Registrant") has previously registered 22,000,000
shares of its Common Stock, par value $.001 per share, for issuance under its
2003 Stock Incentive Plan (the "Plan"). The registration of such shares was
effected on a Registration Statement on Form S-8 filed with the Securities and
Exchange Commission on October 30, 2003, bearing the file number 333-110077 (the
"Earlier Registration Statement"). On January 29, 2004, the Registrant
registered an additional 450,000,000 securities of the same class as those for
which the Earlier Registration Statement is effective

The prospectus filed as part of this Registration Statement has been prepared in
accordance with the requirements of Form S-3 and may be used for reofferings and
resales of registered shares of common stock which have been issued officers and
directors of iBIZ Technology Corp.


Prospectus

iBIZ TECHNOLOGY CORP.

30,000,000 SHARES OF COMMON STOCK

2003 STOCK INCENTIVE PLAN

This prospectus relates to the sale of up to 30,000,000 shares of common stock
of iBIZ Technology Corp. offered by the selling stockholders pursuant to our
2003 Stock Incentive Plan. The shares may be offered by the selling stockholders
from time to time in regular brokerage transactions, in transactions directly
with market makers or in certain privately negotiated transactions. For
additional information on the methods of sale, you should refer to the section
entitled "Plan of Distribution." We will not receive any of the proceeds from
the sale of the shares by the selling stockholders.

Our common stock trades on the Over-The-Counter Bulletin Board under the symbol
"IBZT." On January 28, 2004, the closing sale price of the common stock was
$0.062 per share. The securities offered hereby are speculative and involve a
high degree of risk and substantial dilution. Only investors who can bear the
risk of loss of their entire investment should invest. See "Risk Factors"
beginning on page 6.

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

The date of this prospectus is January 29, 2004.

TABLE OF CONTENTS
Page

Prospectus Summary 5

Risk Factors 6

Selling Stockholders 10

Plan of Distribution 12

Interests of Named Experts and Counsel 13

Incorporation of Certain Documents by Reference 13

Disclosure of Commission Position on Indemnification
For Securities Act Liabilities 13

Available Information 14


PROSPECTUS SUMMARY
GENERAL OVERVIEW

iBiz Technology Corp. designs, manufactures, through subcontractors, and
distributes a line of accessories for personal digital assistants and handheld
computer market which is distributed through large retail chain stores and
e-commerce sites. iBiz also markets LCD monitors, OEM notebook computers, third
party software, and general purpose financial application keyboards.

Our principal offices are located at 2238 West Lone Cactus Drive, Suite 200,
Phoenix, Arizona 85021, and our telephone number is (623) 492-9200. Our web site
is located at www.ibizcorp.com. iBiz was formed under the laws of the state of
Florida.

THIS OFFERING


Shares of common stock outstanding prior to this offering......... 2,132,956,988

Shares offered in this prospectus................................. 60,000,000

Total shares outstanding after this offering......................2,192,956,988

Use of proceeds................. We will not receive any proceeds
from the sale of the shares of
common stock offered in this
prospectus.


RISK FACTORS

INVESTMENT IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD
CONSIDER THE FOLLOWING DISCUSSION OF RISKS AS WELL AS OTHER INFORMATION IN THIS
PROSPECTUS. THE RISKS AND UNCERTAINTIES DESCRIBED BELOW ARE NOT THE ONLY ONES.
ADDITIONAL RISKS AND UNCERTAINTIES NOT PRESENTLY KNOWN TO US OR THAT WE
CURRENTLY DEEM IMMATERIAL ALSO MAY IMPAIR OUR BUSINESS OPERATIONS. IF ANY OF THE
FOLLOWING RISKS ACTUALLY OCCUR, OUR BUSINESS COULD BE HARMED. IN SUCH CASE, THE
TRADING PRICE OF OUR COMMON STOCK COULD DECLINE.

EXCEPT FOR HISTORICAL INFORMATION, THE INFORMATION CONTAINED IN OUR SEC
PROSPECTUSES ARE "FORWARD-LOOKING" STATEMENTS ABOUT OUR EXPECTED FUTURE BUSINESS
AND PERFORMANCE. OUR ACTUAL OPERATING RESULTS AND FINANCIAL PERFORMANCE MAY
PROVE TO BE VERY DIFFERENT FROM WHAT WE MIGHT HAVE PREDICTED AS OF THE DATE OF
THIS PROSPECTUS.

WE HAVE A HISTORY OF LOSSES AND ANTICIPATE FUTURE LOSSES WHICH WILL COMPEL US TO
SEEK ADDITIONAL CAPITAL.

For the fiscal year ended October 31, 2002, we sustained a loss of approximately
$6,490,465 and for the fiscal year ended October 31, 2001, we sustained a loss
of $6,748,794. Future losses are anticipated to occur. We continue to have
insufficient cash flow to grow operations and we cannot assure you that we will
be successful in reaching or maintaining profitable operations.

WE HAVE A LIMITED PRODUCT RANGE WHICH MUST BE EXPANDED IN ORDER TO EFFECTIVELY
COMPETE.

To effectively compete in our industry, we need to continue to expand our
business and generate greater revenues so that we have the resources to timely
develop new products. We must continue to market our products and services
through our direct sales force and expand our e-commerce distribution channels.
At the present time, we have no other products in the development process. We
cannot assure you that we will be able to grow sufficiently to provide the range
and quality of products and services required to compete.

WE HAVE FEW PROPRIETARY RIGHTS, THE LACK OF WHICH MAY MAKE IT EASIER FOR OUR
COMPETITORS TO COMPETE AGAINST US.

We attempt to protect our limited proprietary property through copyright,
trademark, trade secret, nondisclosure and confidentiality measures. Such
protections, however, may not preclude competitors from developing similar
technologies.

"PENNY STOCK" REGULATIONS MAY IMPOSE CERTAIN RESTRICTIONS ON MARKETABILITY OF
OUR STOCK, WHICH MAY AFFECT THE ABILITY OF HOLDERS OF OUR COMMON STOCK TO SELL
THEIR SHARES.

The Securities and Exchange Commission has adopted regulations that generally
define a "penny stock" to be any equity security that has a market price of less
than $5.00 per share. Our common stock is currently subject to these rules that
impose additional sales practice requirements. For transactions covered by these
rules, the broker-dealer must make a special suitability determination for the
purchase of the common shares and must have received the purchaser's written
consent to the transaction prior to the purchase. The "penny stock" rules also
require the delivery, prior to the transaction, of a risk disclosure document
mandated by the SEC relating to the penny stock market. The broker-dealer must
also disclose:

o the commission payable to both the broker-dealer and the registered
representative, o current quotations for the securities, and o if the
broker-dealer is the sole market maker, the broker-dealer must disclose this
fact and the broker-dealer's presumed control over the market.

Finally, monthly statements must be sent disclosing recent price information for
the penny stock held in the account and information on the limited market in
penny stocks.

These rules apply to sales by broker-dealers to persons other than established
customers and accredited investors (generally those with assets in excess of
$1,000,000 or annual income exceeding $200,000, or

6


$300,000 together with their spouse), unless our common shares trade above $5.00
per share. Consequently, the "penny stock" rules may restrict the ability of
broker-dealers to sell our common shares, and may affect the ability to sell the
common shares in the secondary market as well as the price at which such sales
can be made. Also, some brokerage firms will decide not to effect transactions
in "penny stocks" and it is unlikely that any bank or financial institution will
accept "penny stock" as collateral.

IF WE ARE REQUIRED FOR ANY REASON TO REPAY AN AGGREGATE OF $3,796,064 WORTH OF
CONVERTIBLE DEBENTURES WE CURRENTLY HAVE OUTSTANDING, WE WOULD BE REQUIRED TO
DEPLETE OUR WORKING CAPITAL, IF AVAILABLE, OR RAISE ADDITIONAL FUNDS. OUR
FAILURE TO REPAY THE CONVERTIBLE DEBENTURES, IF REQUIRED, COULD RESULT IN LEGAL
ACTION AGAINST US, WHICH COULD REQUIRE THE SALE OF SUBSTANTIAL ASSETS.

As of June 9, 2003, we had an aggregate of $3,796,064 worth of convertible
debentures outstanding. We anticipate that the full amount of the convertible
debentures, together with accrued interest, will be converted into shares of our
common stock, in accordance with the terms of the convertible debentures. If we
are required to repay the convertible debentures, we would be required to use
our limited working capital and raise additional funds. If we were unable to
repay the debentures when required, the debenture holders could commence legal
action against us to recover the amounts due which ultimately could require the
disposition of some or all of our assets. Any such action would require us to
curtail or cease operations.

THE CONTINUOUSLY ADJUSTABLE CONVERSION PRICE FEATURE OF OUR CONVERTIBLE
DEBENTURES MAY ENCOURAGE THE DEBENTURE HOLDERS TO MAKE SHORT SALES OF OUR COMMON
STOCK, WHICH COULD HAVE A DEPRESSIVE EFFECT ON THE PRICE OF OUR COMMON STOCK AND
COULD REQUIRE US TO ISSUE A SUBSTANTIALLY GREATER NUMBER OF SHARES.

Our outstanding convertible debentures are convertible into shares of our common
stock at a discount to the trading price of our common stock. The conversion
feature may encourage the debenture holders to make short sales of the common
stock prior to their conversions. Such sales could significantly depress the
price of the common stock, allowing the debenture holders to convert into a
substantially larger number of shares of common stock, which would have a
depressive effect on the market price of our stock.

OUR COMMITMENTS TO ISSUE ADDITIONAL COMMON STOCK MAY DILUTE THE VALUE OF YOUR
STOCKHOLDINGS, ADVERSELY AFFECT THE MARKET PRICE OF OUR COMMON STOCK AND IMPAIR
OUR ABILITY TO RAISE CAPITAL.

In addition to the shares of common stock included for resale in this
prospectus, we currently have outstanding commitments in the form of convertible
debentures and warrants to issue a substantial number of new shares of our
common stock. Furthermore, the number of shares issuable upon conversion of
these securities is subject to adjustment, depending on the market price of our
common stock. To the extent that the price of our common stock decreases, we
will be required to issue additional shares upon conversion. There is
essentially no limit to the number of shares that we may be required to issue.

An increase in the number of shares of our common stock that will become
available for sale in the public market may adversely affect the market price of
our common stock and, as a result, could impair our ability to raise additional
capital through the sale of our equity securities or convertible securities.

OUR INDEPENDENT AUDITORS HAVE EXPRESSED DOUBT ABOUT OUR ABILITY TO CONTINUE AS A
GOING CONCERN, WHICH MAY HINDER OUR ABILITY TO OBTAIN FUTURE FINANCING.

In their report dated January 17, 2003, our independent auditors stated that our
financial statements for the year ended October 31, 2002 were prepared assuming
that we would continue as a going concern. Our ability to continue as a going
concern is an issue raised as a result of a loss for the year ended October 31,
2002 in the amount of $6,490,465 and an accumulated deficit of $20,336,150 as of
October 31, 2002. We continue to experience net operating losses. Our ability to
continue as a going concern is subject to our ability to generate a profit
and/or obtain necessary funding from outside sources, including obtaining
additional funding from the sale of our securities, increasing sales or
obtaining loans and grants from

7

various financial institutions where possible. The going concern qualification
in the auditor's report increases the difficulty in meeting such goals and there
can be no assurances that such methods will prove successful.

8


SELLING STOCKHOLDERS

The table below sets forth information concerning the resale of the shares of
common stock by the selling stockholders. We will not receive any proceeds from
the resale of the common stock by the selling stockholders. We will receive
proceeds from the exercise of the warrants. Assuming all the shares registered
below are sold by the selling stockholders, none of the selling stockholders
will continue to own any shares of our common stock.

The following table also sets forth the name of each person who is offering the
resale of shares of common stock by this prospectus, the number of shares of
common stock beneficially owned by each person, the number of shares of common
stock that may be sold in this offering and the number of shares of common stock
each person will own after the offering, assuming they sell all of the shares
offered.


Shares Beneficially Owned Shares Beneficially Owned
Prior to the Offering After the Offering
---------------------------- Total --------------------------
Name Number Percent Shares Offered Number Percent
---------------------------- ------------- ----------- -------------- ----------- ---------

Kenneth Schilling, President 257,737,722 12.08% 30,000,000 227,737,722 10.68%
and Director

Mark Perkins, Vice President 243,143,298 11.40% 30,000,000 213,143,298 8.77%
of Operations and Director


* Less than 1%

The number and percentage of shares beneficially owned is determined in
accordance with Rule 13d-3 of the Securities Exchange Act of 1934, and the
information is not necessarily indicative of beneficial ownership for any other
purpose. Under such rule, beneficial ownership includes any shares as to which
the selling stockholder has sole or shared voting power or investment power and
also any shares which the selling stockholder has the right to acquire within 60
days. The actual number of shares of common stock issuable upon the conversion
of the debentures and exercise of the debenture warrants is subject to
adjustment depending on, among other factors, the future market price of the
common stock, and could be materially less or more than the number estimated in
the table.

9


PLAN OF DISTRIBUTION

Sales of the shares may be effected by or for the account of the selling
stockholders from time to time in transactions (which may include block
transactions) on the Over-The-Counter Bulletin Board, in negotiated
transactions, through a combination of such methods of sale, or otherwise, at
fixed prices that may be changed, at market prices prevailing at the time of
sale or at negotiated prices. The selling stockholders may effect such
transactions by selling the shares directly to purchasers, through
broker-dealers acting as agents of the selling stockholders, or to
broker-dealers acting as agents for the selling stockholders, or to
broker-dealers who may purchase shares as principals and thereafter sell the
shares from time to time in transactions (which may include block transactions)
on the Over-The-Counter Bulletin Board, in negotiated transactions, through a
combination of such methods of sale, or otherwise. In effecting sales,
broker-dealers engaged by a selling stockholder may arrange for other
broker-dealers to participate. Such broker-dealers, if any, may receive
compensation in the form of discounts, concessions or commissions from the
selling stockholders and/or the purchasers of the shares for whom such
broker-dealers may act as agents or to whom they may sell as principals, or both
(which compensation as to a particular broker-dealer might be in excess of
customary commissions).

The selling stockholders and any broker-dealers or agents that participate with
the selling stockholders in the distribution of the shares may be deemed to be
"underwriters" within the meaning of the Securities Act of 1933. Any commissions
paid or any discounts or concessions allowed to any such persons, and any
profits received on the resale of the shares purchased by them may be deemed to
be underwriting commissions or discounts under the Securities Act of 1933.

We have agreed to bear all expenses of registration of the shares other than
legal fees and expenses, if any, of counsel or other advisors of the selling
stockholders. The selling stockholders will bear any commissions, discounts,
concessions or other fees, if any, payable to broker-dealers in connection with
any sale of their shares.

We have agreed to indemnify the selling stockholders, or their transferees or
assignees, against certain liabilities, including liabilities under the
Securities Act of 1933 or to contribute to payments the selling stockholders or
their respective pledgees, donees, transferees or other successors in interest,
may be required to make in respect thereof.


10


INTERESTS OF NAMED EXPERTS AND COUNSEL

The validity of the shares of common stock offered hereby will be passed upon
for the Registrant by Sichenzia Ross Friedman & Ference LLP, 1065 Avenue of the
Americas, 21st Floor, New York, NY 10018. 1,000,000 shares are being registered
in this prospectus for Gregory Sichenzia, Special Counsel to Ibiz.

INFORMATION INCORPORATED BY REFERENCE

The Securities and Exchange Commission allows us to incorporate by reference
certain of our publicly-filed documents into this prospectus, which means that
such information is considered part of this prospectus. Information that we file
with the SEC subsequent to the date of this prospectus will automatically update
and supersede this information. We incorporate by reference the documents listed
below and any future filings made with the SEC under all documents subsequently
filed by us pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934 until the selling stockholders have sold all of the shares
offered hereby or such shares have been deregistered.

The following documents filed with the SEC are incorporated herein by reference:

o Reference is made to the Registrant's prospectus relating to its registration
statement on Form SB-2, as filed with the SEC on October 9, 2002, which is
hereby incorporated by reference.

o Reference is made to the Registrant's annual report on Form 10-KSB for the
year ended October 31, 2002, as filed with the SEC on February 13, 2003, which
is hereby incorporated by reference.

o Reference is made to the Registrant's quarterly report on Form 10-QSB for the
period ended January 31, 2003, as filed with the SEC on March 14, 2003, which is
hereby incorporated by reference.


o Reference is made to the Registrant's prospectus relating to its registration
statement on Form SB-2/A, as filed with the SEC on May 7, 2003, which is hereby
incorporated by reference.

We will provide without charge to each person to whom a copy of this prospectus
has been delivered, on written or oral request a copy of any or all of the
documents incorporated by reference in this prospectus, other than exhibits to
such documents. Written or oral requests for such copies should be directed to
Mr. Kenneth Schilling, President, iBIZ Technology Corp., 2238 West Lone Cactus
Drive, Phoenix, AZ 85027.

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT
LIABILITIES

iBIZ's Articles of Incorporation, as amended, provide to the fullest extent
permitted by Florida law, a director or officer of iBIZ shall not be personally
liable to iBIZ or its shareholders for damages for breach of such director's or
officer's fiduciary duty. The effect of this provision of iBIZ's Articles of
Incorporation, as amended, is to eliminate the right of iBIZ and its
shareholders (through shareholders' derivative suits on behalf of iBIZ) to
recover damages against a director or officer for breach of the fiduciary duty
of care as a director or officer (including breaches resulting from negligent or
grossly negligent behavior), except under certain situations defined by statute.
iBIZ believes that the indemnification provisions in its Articles of
Incorporation, as amended, are necessary to attract and retain qualified persons
as directors and officers.

Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to its directors, officers and controlling persons pursuant to the
foregoing provisions or otherwise, iBIZ has been advised that in the opinion of
the SEC such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable.


11


ADDITIONAL INFORMATION AVAILABLE TO YOU

This prospectus is part of a Registration Statement on Form S-8 that we filed
with the SEC. Certain information in the Registration Statement has been omitted
from this prospectus in accordance with the rules of the SEC. We file annual,
quarterly and special reports, proxy statements and other information with the
SEC. You can inspect and copy the Registration Statement as well as reports,
proxy statements and other information we have filed with the SEC at the public
reference room maintained by the SEC at 450 Fifth Street, NW, Washington, D.C.
20549, and at the following Regional Offices of the SEC: Northwest Atrium
Center, 500 West Madison Street, Chicago, Illinois 60661. You can obtain copies
from the public reference room of the SEC at 450 Fifth Street, NW, Washington,
D.C. 20549, upon payment of certain fees. You can call the SEC at 1-800-732-0330
for further information about the public reference room. We are also required to
file electronic versions of these documents with the SEC, which may be accessed
through the SEC's World Wide Web site at http://www.sec.gov. Our common stock is
quoted on The Over-The-Counter Bulletin Board. Reports, proxy and information
statements and other information concerning us may be inspected at The Nasdaq
Stock Market at 1735 K Street, NW, Washington, D.C. 20006.


12


No dealer, salesperson or other person is authorized to give any information or
to make any representations other than those contained in this prospectus, and,
if given or made, such information or representations must not be relied upon as
having been authorized by us. This prospectus does not constitute an offer to
buy any security other than the securities offered by this prospectus, or an
offer to sell or a solicitation of an offer to buy any securities by any person
in any jurisdiction where such offer or solicitation is not authorized or is
unlawful. Neither delivery of this prospectus nor any sale hereunder shall,
under any circumstances, create any implication that there has been no change in
the affairs of our company since the date hereof.

30,000,000 SHARES OF COMMON STOCK
PROSPECTUS

January 29, 2004


PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.


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

(4.1) 2003 Stock Incentive Plan*

(5) Opinion of Sichenzia Ross Friedman Ference LLP

(23.1) Consent of Farber & Hass, LLP, Certified Public

(23.2) Consent of Moffitt & Company, P.C., Certified Public

(23.3) Consent of Foley & Lardner (contained in Exhibit 5
hereto)

(24) Power of Attorney relating to subsequent amendments (included
on the signature page to this Registration Statement)

* Previously filed.


SIGNATURES

The Registrant. 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 Phoenix, and State of Arizona, on this 29th day of
January 29, 2004.

IBIZ Technology Corp.


By: /s/ Kenneth W. Schilling
--------------------------
Kenneth W. Schilling
President

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated. Each person whose signature appears below constitutes
and appoints Kenneth M. Schilling his true and lawful attorney-in-fact and
agent, with full power of substitution and revocation, for him and in his, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agents, or either of
them, may lawfully do or cause to be done by virtue hereof.


Signature Title Date


/s/ Kenneth W. Schilling President & Acting Principal
-------------------------- Financial andAccounting January 29, 2004
Kenneth W. Schilling Officer and Director


/s/ Mark H. Perkins Executive Vice President
-------------------------- of Operations and Director January 29, 2004
Mark H. Perkins

EXHIBIT INDEX

IBIZ TECHNOLOGY CORP.

2003 Stock Incentive Plan

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

(4.1) 2003 Stock Incentive Plan*

(5) Opinion of Sichenzia Ross Friedman Ference

(23.1) Consent of Farber & Hass, LLP, Certified Public
Accountants

(23.2) Consent of Moffitt & Company, P.C., Certified Public
Accountants

(23.3) Consent of Foley & Lardner (contained in Exhibit 5 hereto)

(24) Power of Attorney relating to subsequent amendments (included
on the signature page to this Registration Statement)


EXHIBIT 5

SICHENZIA ROSS FRIEDMAN FERENCE LLP
Attorneys At Law
1065 Avenue of the Americas
New York, New York 10018
Telephone: (212) 930-9700
Facsimile: (212) 930-9725
E-Mail: INFO@SRFLLP.NET

January 29, 2004

VIA ELECTRONIC TRANSMISSION

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549

Re: iBIZ Technology, Corp.

Form S-8 Registration Statement

Ladies and Gentlemen:

We refer to the above-captioned registration statement on Form S-8 (the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Act"), filed by iBIZ Technology, Corp., a Florida corporation (the "Company"),
with the Securities and Exchange.

We have examined the originals, photocopies, certified copies or other evidence
of such records of the Company, certificates of officers of the Company and
public officials, and other documents as we have deemed relevant and necessary
as a basis for the opinion hereinafter expressed. In such examination, we have
assumed the genuineness of all signatures, the authenticity of all documents
submitted to us as certified copies or photocopies and the authenticity of the
originals of such latter documents.

Based on our examination mentioned above, we are of the opinion that the
securities being registered to be sold pursuant to the Registration Statement
are duly authorized and will be, when sold in the manner described in the
Registration Statement, legally and validly issued, and fully paid and
non-assessable.

We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to the reference to our firm under "Legal Matters" in
the related Prospectus. In giving the foregoing consent, we do not hereby admit
that we are in the category of persons whose consent is required under Section 7
of the Act, or the rules and regulations of the Securities and Exchange
Commission.

Very truly yours,


/s/ Sichenzia Ross Friedman Ference LLP
---------------------------------------
Sichenzia Ross Friedman Ference LLP

EXHIBIT 23.1

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

TO: IBIZ Technology Corp.

We hereby consent to the incorporation by reference in the foregoing
Registration Statement on Amendment No. 2 to Form S-8 of our report dated
January 17, 2003, relating to the financial statements of IBIZ Technology Corp.
appearing in the IBIZ Technology Corp. Annual Report on Form 10-KSB for the
fiscal year ended October 31, 2002, and to all references to our firm included
in this Registration Statement.


/s/ Farber & Hass, LLP
----------------------
FARBER & HASS, LLP
January 29, 2004


EXHIBIT 23.2

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

TO: IBIZ Technology Corp.

We hereby consent to the incorporation by reference in the foregoing
Registration Statement on Amendment No. 2 to Form S-8 of our report dated
February 8, 2002, relating to the financial statements of IBIZ Technology Corp.
appearing in the IBIZ Technology Corp. Annual Report on Form 10-KSB for the
fiscal year ended October 31, 2001, and to all references to our firm included
in this Registration Statement.

/s/ Stanley M. Moffitt
----------------------
MOFFITT & COMPANY, P.C.
January 29, 2004


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Why should we RUN! Eat MONSTER Eat
Posts: 1046 | From: Evans. GA 30809 | Registered: Jan 2004  |  IP: Logged | Report this post to a Moderator
Purl Gurl
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Looks to me a dilution value drop of one
to two cents per share.

What do you think?

Do you feel it is pure coincidence this
stock has been pumped up in value and
is now about to be diluted by Ibiz?

Any comment on why their 10Q is late
and how this might relate to dilution?


Purl Gurl


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glassman
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don't say we didn't try to be cautious Bart-- they also needed an extension on the latest filing--if the symbol disappears add an E on it and you will find it again-- starlings can't count---


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Bart
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I am surprised that people did not expect the extention. I new it was coming the acquiring of Synosphere and the CD share problem being taken care of. They just want to get it correct! Its fine to be causious but I feel we harp on anything negative. Ken his statement about the filing of the ext. said that the debt would be coming down. Very positive, but not one word on this! The ending of the CD shares was not even mentioned on these chat groups until I found it an got it out! I still am very positive about IBZT where we have ten Es on it. They have super products coming out and this stock will be heading up! Eat MONSTER Eat! This came out at 1:29PM Eastern time on Friday! No major sell off Friday. We instead ended up for the day! Am I to think that when the news hit that we would not have a big sell off and that everyone will wait until Monday to do so? This will be a first for me to see!

[This message has been edited by Bart (edited February 01, 2004).]


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OilMan
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I can only hope that it will be a huge sale off Monday, I for one will be there adding to my pile........
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glassman
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HEALTHY Skepticism is all Bart- not bashing at all--I am interested to know for instance--does IBZT have American License for laser keyboard or worldwide? you obviously like this co--I like it too--- I asked this question before and never saw an answer--doesn't mean it wasn't given/posted.i just didn't see it--I think if you are long you will be rewarded. We try to look at as many co's as we can--eventually we develop a list of co's that we choose BEST performers from--not just choosing between win or lose but who wins best this week.Diversity is key to succees in life and market.

IBZT is going up--- how soon how fast-?I expect to buy in AGAIN at a lower price than today and I expect sell AGAIN at higher price than today-- we are all bulls at my house--OK?-LOL


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