As filed with the Securities and Exchange Commission on June 15, 2005
Reg. No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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, #200
PHOENIX, ARIZONA 85201
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
2005 STOCK INCENTIVE PLAN
(full title of plan)
KENNETH SCHILLING, CEO
2238 WEST LONE CACTUS DRIVE, #200
PHOENIX, ARIZONA 85201
(623) 492-9200
- --------------------------------------------------------------------------------
(Name, address, and telephone number of agent for service)
With a copy to:
Darrin M. Ocasio, Esq.
Eric A. Pinero, Esq.
Sichenzia Ross Friedman Ference LLP
1065 Avenue of Americas
New York, NY 10018
(212) 930-9700
Fax: (212) 930-9725
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------------
Proposed maximum Proposed maximum
Title of securities Amount to be offering price Aggregate offering Amount of
to be registered Registered per share* Price Registration fee
- -------------------------------------------------------------------------------------------------------------
Common Stock
($.001 par value) 441,710,438 $0.0016 $706,736.70 $83.18
- -------------------------------------------------------------------------------------------------------------
* Computed pursuant to Rule 457(c) of the Securities Act of 1933, as amended,
solely for the purpose of calculating the registration fee and not as a
representation as to any actual proposed price. The offering price per share,
maximum aggregate offering price and registration fee is based upon the average
of the high and the low price on the over the counter bulletin board on June 14,
2005.
2
EXPLANATORY NOTE
Pursuant to General Instruction E of Form S-8, this Registration Statement
is being filed in order to register 441,710,438 shares of common stock, $0.001
par value per share, of iBiz Technology Corp. with respect to its 2005 Stock
Incentive Plan.
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 upon the grants of common stock to executive officers, directors, key
employees and consultants of iBiz Technology Corp.
3
Prospectus
iBiz Technology Corp.
441,710,438 SHARES OF COMMON STOCK
issued pursuant to the
2005 Stock Incentive Plan
This prospectus relates to the sale of up to 441,710,438 shares of common
stock of iBiz Technology Corp., of which 183,005,676 shares have been issued
prior to the filing of this registration statement, offered by certain holders
of our common stock issued to such persons pursuant to our 2005 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 June 14, 2005, the closing sale price of the common stock was
$0.0016 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 June 15, 2005.
4
TABLE OF CONTENTS
Page
Prospectus Summary 6
Risk Factors 7
Selling Stockholders 10
Plan of Distribution 11
Interests of Named Experts and Counsel 11
Incorporation of Certain Documents by Reference 11
Disclosure of Commission Position on Indemnification
For Securities Act Liabilities 12
Available Information 12
5
Prospectus Summary
Overview
Concurrent with the February 2, 2005 deployment of our new
www.GoMoGear.com e-commerce website, as more fully discussed below, we
principally became an Internet-based retailer of a broad and diversified
offering of various consumer electronics with an emphasis on products that are
portable or mobile. Prior thereto, and since 1998, we were a more
narrowly-focused wholesaler and, to a lesser extent, Internet-based retailer
through our www.ibizpda.com e-commerce website, of various accessories primarily
intended for use with Personal Digital Assistants ("PDAs"). We continue to
conduct substantially all of our non-research and development related activities
through our wholly-owned subsidiary, iBIZ, Inc. (hereinafter, "iBIZ, Inc.").
As a result of our January 20, 2004 acquisition of Synosphere, LLC
(hereinafter, "Synosphere"), as more fully discussed in this prospectus, we
subsequently have engaged in significant activities directed at, among other
efforts, further developing certain of the acquired technologies. We currently
conduct substantially all of our product research and development activities
through Synosphere, now as a wholly-owned subsidiary of ours.
For our quarter ended January 31, 2005 and 2004, we had net losses of
$(540,935) and $(6,347,497), respectively. For the year ended October 31, 2004
and 2003, we had net losses of $(13,389,175) and $(4,462,182), respectively. We
expect to continue to incur significant expenses. Our operating expenses have
been and are expected to continue to outpace revenues and result in significant
losses in the near term. We may never be able to reduce these losses, which will
require us to seek additional debt or equity financing.
We were incorporated in the State of Florida in April 1994, although our
operations have been headquarted in the State of Arizona since November 1979.
Since February 2002, substantially all of our operations have been conducted
from leased facilities located at 2238 West Lone Cactus, #200, Phoenix, Arizona
85027.
Neither the content of our general corporate website at www.ibizcorp.com,
nor of our e-commerce websites at www.GoMoGear.com and www.ibizpda.com, is part
of this report.
This Offering
Shares of common stock outstanding prior to
this offering................................3,725,160,822 as of June 15, 2005
Shares offered in this prospectus....................................441,710,438
Total shares outstanding after this offering.......................4,999,506,094
Use of proceeds...................We will not receive any proceeds from the sale
of the shares of common stock offered in this
prospectus.
6
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 this
prospectus 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.
RISKS RELATED TO OUR BUSINESS
WE HAVE A HISTORY OF LOSSES AND ANTICIPATE FUTURE LOSSES WHICH WILL COMPEL US TO
SEEK ADDITIONAL CAPITAL.
For our quarter ended January 31, 2005 and 2004, we had net losses of
$(540,935) and $(6,347,497), respectively. For the fiscal year ended October 31,
2004, we sustained a loss of approximately $(13,389,175) and for the fiscal year
ended October 31, 2003, we sustained a loss of $(4,462,182). 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.
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 21, 2005, except for Note 23, for which the
date is March 10, 2005, our independent auditors stated that our financial
statements for the year ended October 31, 2004 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, 2004 in the
amount of $(13,389,175) and an accumulated deficit of $38,187,507as of October
31, 2004. 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 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.
WE FACE UNCERTAINTY ABOUT ADDITIONAL FINANCING FOR OUR FUTURE CAPITAL NEEDS,
WHICH MAY PREVENT US FROM GROWING OUR BUSINESS.
To achieve our business objectives we will require significant additional
financing for working capital and capital expenditures that we may raise through
public or private sales of our debt and equity securities, joint ventures and
strategic partnerships. No assurance can be given that such additional funds
will be available to us on acceptable terms, if at all. When we raise additional
funds by issuing equity securities, dilution to our existing stockholders will
result. If adequate additional funds are not available to us, we may be required
to significantly curtail the development of one or more of our projects and our
projections and results of operations would be materially and adversely
affected.
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.
7
WE HAVE FEW PROPRIETARY RIGHTS, THE LACK OF WHICH MAY MAKE IT EASIER FOR OUR
COMPETITORS TO COMPETE AGAINST US.
Our products, principal and otherwise, are not covered by any exclusive
proprietary rights. While we have no current knowledge of any of our principal
products being marketed directly by our vendors or indirectly by others, there
can be no assurance as to the prospective absence of significant competition.
OUR CONTINUING INABILITY TO PERFORM MEANINGFUL RESEARCH AND DEVELOPMENT
ACTIVITIES DIRECTED AT ULTIMATELY MARKETING OUR OWN PATENT PENDING PROPRIETARY
PRODUCTS MAKES US HIGHLY SUSCEPTIBLE TO COMPETITION.
Given our currently limited financial and other resources, we currently
perform limited research and development activities. Historically, we primarily
have relied upon acquiring or licensing technologies and products from unrelated
third parties. While we have periodically performed limited in-house research
and development in the past, we did not perform any in-house research and
development from October 31, 2004 to the date of this prospectus. Our continuing
inability to perform meaningful research and development activities directed at
ultimately marketing our own patent pending proprietary products makes us highly
susceptible to competition.
RISKS RELATED TO OUR COMMON STOCK
IF WE FAIL TO REMAIN CURRENT ON OUR REPORTING REQUIREMENTS, WE COULD BE REMOVED
FROM THE OTC BULLETIN BOARD WHICH WOULD LIMIT THE ABILITY OF BROKER-DEALERS TO
SELL OUR SECURITIES AND THE ABILITY OF STOCKHOLDERS TO SELL THEIR SECURITIES IN
THE SECONDARY MARKET.
Companies trading on the OTC Bulletin Board, such as us, must be reporting
issuers under Section 12 of the Securities Exchange Act of 1934, as amended, and
must be current in their reports under Section 13 in order to maintain price
quotation privileges on the OTC Bulletin Board. On February 17, 2005, we
received an "E Symbol" and our common stock may be delisted from the OTC-BB if
we did not file our annual report on Form 10-KSB for the year ended October 31,
2004 on or prior to March 17, 2005. We filed our Form 10-KSB on March 14, 2005
and the "E Symbol" was removed at the open of trading on March 16, 2005.
If we fail to remain current on our reporting requirements, we could be
removed from the OTC Bulletin Board. As a result, the market liquidity for our
securities could be severely affected by limiting the ability of broker-dealers
to sell our securities and the ability of stockholders to sell their securities
in the secondary market.
WE DO NOT INTEND TO PAY CASH DIVIDENDS ON OUR COMMON STOCK IN THE FORESEEABLE
FUTURE.
We currently anticipate that we will retain all future earnings, if any,
to finance the growth and development of our business and do not anticipate
paying cash dividends on our common stock in the foreseeable future. Any payment
of cash dividends will depend upon our financial condition, capital
requirements, earnings and other factors deemed relevant by our board of
directors.
THERE MAY BE A VOLATILITY OF OUR STOCK PRICE.
Since our common stock is publicly traded, the market price of the common
stock may fluctuate over a wide range and may continue to do so in the future.
The market price of the common stock could be subject to significant
fluctuations in response to various factors and events, including, among other
things, the depth and liquidity of the trading market of the common stock,
quarterly variations in actual or anticipated operating results, growth rates,
changes in estimates by analysts, market conditions in the industry (including
demand for Internet access), announcements by competitors, regulatory actions
and general economic conditions. In addition, the stock market from time to time
experienced significant price and volume fluctuations, which have particularly
affected the market prices of the stocks of high technology companies, and which
may be unrelated to the operating performance of particular companies. As a
result of the foregoing, our operating results and prospects from time to time
may be below the expectations of public market analysts and investors. Any such
event would likely result in a material adverse effect on the price of the
common stock.
8
OUR COMMON STOCK IS SUBJECT TO THE "PENNY STOCK" RULES OF THE SEC AND THE
TRADING MARKET IN OUR SECURITIES IS LIMITED, WHICH MAKES TRANSACTIONS IN OUR
STOCK CUMBERSOME AND MAY REDUCE THE VALUE OF AN INVESTMENT IN OUR STOCK.
The Securities and Exchange Commission has adopted Rule 15g-9 which
establishes the definition of a "penny stock," for the purposes relevant to us,
as any equity security that has a market price of less than $5.00 per share or
with an exercise price of less than $5.00 per share, subject to certain
exceptions. For any transaction involving a penny stock, unless exempt, the
rules require:
o that a broker or dealer approve a person's account for transactions in
penny stocks; and
o the broker or dealer receive from the investor a written agreement to the
transaction, setting forth the identity and quantity of the penny stock to
be purchased.
In order to approve a person's account for transactions in penny stocks,
the broker or dealer must:
o obtain financial information and investment experience objectives of the
person; and
o make a reasonable determination that the transactions in penny stocks are
suitable for that person and the person has sufficient knowledge and
experience in financial matters to be capable of evaluating the risks of
transactions in penny stocks.
The broker or dealer must also deliver, prior to any transaction in a
penny stock, a disclosure schedule prescribed by the Commission relating to the
penny stock market, which, in highlight form:
o sets forth the basis on which the broker or dealer made the suitability
determination; and
o that the broker or dealer received a signed, written agreement from the
investor prior to the transaction.
Generally, brokers may be less willing to execute transactions in
securities subject to the "penny stock" rules. This may make it more difficult
for investors to dispose of our common stock and cause a decline in the market
value of our stock.
Disclosure also has to be made about the risks of investing in penny
stocks in both public offerings and in secondary trading and about the
commissions payable to both the broker-dealer and the registered representative,
current quotations for the securities and the rights and remedies available to
an investor in cases of fraud in penny stock transactions. Finally, monthly
statements have to be sent disclosing recent price information for the penny
stock held in the account and information on the limited market in penny stocks.
9
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
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
Shares
Name Number Percent Offered Number Percent
- ----------------------------- ---------- ---------- ---------- ---------- ----------
Bryan Scott 56,893,085 1.53% 56,893,085 0 0%
Ramon Perales 58,562,412 1.57% 56,893,085 1,669,327 *
Michael Long 13,725,490 * 13,725,490 0 0%
Steven Thrasher 45,749,741 1.23% 45,749,741 0 0%
Gregory Sichenzia 44,744,275 1.20% 9,744,275 35,000,000 *
* Less than one percent.
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.
10
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.
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.
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 Form 8-Ks filed with the SEC
on February 23, 2005 and July 27, 2004 (file no. 000-027619), which
is hereby incorporated by reference.
o Reference is made to the Registrant's quarterly report on Form
10-QSB for the period ending January 31, 2005, as filed with the SEC
on April 26, 2005 (file no. 000-027619), which is hereby
incorporated by reference.
11
o Reference is made to the Registrant's quarterly report on Form
10-QSB for the period ending July 31, 2004, as amended, as filed
with the SEC on October 29, 2004 (file no. 000-027619), which is
hereby incorporated by reference.
o Reference is made to the Registrant's quarterly report on Form
10-QSB for the period ending April 30, 2004, as amended, as filed
with the SEC on June 21, 2004 (file no. 000-027619), which is hereby
incorporated by reference.
o The description of the Registrant's common stock is incorporated by
reference to the Registrant's annual report on Form 10-KSB for the
year ended October 31, 2004, as amended, as filed with the SEC on
March 14, 2005, 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 Kenneth Schilling.
Disclosure Of Commission Position On Indemnification For
Securities Act Liabilities
Our Articles of Incorporation, as amended, provide to the fullest extent
permitted by Florida law, that our directors or officers shall not be personally
liable to us or our shareholders for damages for breach of such director's or
officer's fiduciary duty. The effect of this provision of our Articles of
Incorporation, as amended, is to eliminate the right of us and our shareholders
(through shareholders' derivative suits on behalf of our company) 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. We
believe that the indemnification provisions in our 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, Infinium 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.
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, 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 listed on The Over-The-Counter
Bulletin Board.
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.
12
---------------
441,710,438 SHARES OF COMMON STOCK
---------------
PROSPECTUS
---------------
June 15, 2005
13
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Information required by Part I of Form S-8 to be contained in a prospectus
meeting the requirements of Section 10(a) of the Securities Act of 1933, as
amended (the "Securities Act"), is not required to be filed with the Securities
and Exchange Commission and is omitted from this registration statement in
accordance with the explanatory note to Part I of Form S-8 and Rule 428 of the
Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Registrant hereby incorporates by reference into this Registration
Statement the documents listed below. In addition, all documents subsequently
filed pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934 (the "Exchange Act"), prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents:
o Reference is made to the Registrant's Form 8-Ks filed with the SEC
on February 23, 2005 and July 27, 2004 (file no. 000-027619), which
is hereby incorporated by reference.
o Reference is made to the Registrant's quarterly report on Form
10-QSB for the period ending January 31, 2005, as filed with the SEC
on April 26, 2005 (file no. 000-027619), which is hereby
incorporated by reference.
o Reference is made to the Registrant's quarterly report on Form
10-QSB for the period ending July 31, 2004, as amended, as filed
with the SEC on October 29, 2004 (file no. 000-027619), which is
hereby incorporated by reference.
o Reference is made to the Registrant's quarterly report on Form
10-QSB for the period ending April 30, 2004, as amended, as filed
with the SEC on June 21, 2004 (file no. 000-027619), which is hereby
incorporated by reference.
o The description of the Registrant's common stock is incorporated by
reference to the Registrant's annual report on Form 10-KSB for the
year ended October 31, 2004, as amended, as filed with the SEC on
March 14, 2005, which is hereby incorporated by reference.
Item 4. Description of Securities.
Not Applicable.
Item 5. 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
Americas, 21st flr., New York, NY 10018. Certain principals of the firm are
receiving shares of common stock of the Registrant as compensation for legal
services performed on behalf of the Registrant.
14
Item 6. Indemnification of Directors and Officers.
Our Articles of Incorporation, as amended, provide to the fullest extent
permitted by Florida law, that our directors or officers shall not be personally
liable to us or our shareholders for damages for breach of such director's or
officer's fiduciary duty. The effect of this provision of our Articles of
Incorporation, as amended, is to eliminate the right of us and our shareholders
(through shareholders' derivative suits on behalf of our company) 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. We
believe that the indemnification provisions in our 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 directors, officers or persons controlling the
Registrant pursuant to the foregoing provisions, the Registrant has been advised
that in the opinion of the Commission, such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
EXHIBIT
NUMBER EXHIBIT
------ -------
4.1 2005 Stock Incentive Plan
5.1 Opinion of Sichenzia Ross Friedman Ference LLP
23.1 Consent of Sichenzia Ross Friedman Ference LLP is
contained in Exhibit 5.1
23.2 Consent of Independent Public Accountants
15
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:
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;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered herein, 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 of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, 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 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 Act and will
be governed by the final adjudication of such issue.
16
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 City of Phoenix, State of Arizona on June 15, 2005.
iBiz TECHNOLOGY CORP.
By: /s/ KENNETH W. SCHILLING
------------------------------------
Kenneth W. Schilling, President,
Acting Principal Accounting Officer,
and Director
In accordance with the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities stated, on June 15, 2005.
By: /s/ KENNETH W. SCHILLING
---------------------------------------
Kenneth W. Schilling, President, Acting
Principal Accounting Officer
Director (Principal executive officer)
By: /s/ MARK H. PERKINS
---------------------------------------
Mark H. Perkins, Executive Vice President
and Director
17
EXHIBIT
NUMBER EXHIBIT
------ -------
4.1 2005 Stock Incentive Plan
5.1 Opinion of Sichenzia Ross Friedman Ference LLP
23.1 Consent of Sichenzia Ross Friedman Ference LLP is
contained in Exhibit 5.1.
23.2 Consent of Independent Public Accountants
18