-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, E1eCoBznPLxsjMAFF/sr+34S4QAd/GegIJj1BTU8QfFwuNt1Y0kpwaofAVAZpXxG wJkF1r1jDVW54Zs2VP/+Ew== 0001019687-02-002353.txt : 20021205 0001019687-02-002353.hdr.sgml : 20021205 20021205101055 ACCESSION NUMBER: 0001019687-02-002353 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 20021205 EFFECTIVENESS DATE: 20021205 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IBIZ TECHNOLOGY CORP CENTRAL INDEX KEY: 0001079893 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER TERMINALS [3575] IRS NUMBER: 860933890 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 333-101497 FILM NUMBER: 02849310 BUSINESS ADDRESS: STREET 1: 1919 WEST LONE CACTUS CITY: PHOENIX STATE: AZ ZIP: 85201 BUSINESS PHONE: 6239200 MAIL ADDRESS: STREET 1: 1919 WEST LONE CACTUS CITY: PHOENIX STATE: AZ ZIP: 85201 S-8 POS 1 ibiz_s8a1-120202.txt As filed with the Securities and Exchange Commission on December 5, 2002 Reg. No. 333-101497 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------------------------------- Post-Effective Amendment No. 1 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 85027 (Address of principal executive offices) (Zip Code) ------------------------------------------------ CONSULTING AND COMPENSATION AGREEMENTS (Full title of plan) -------------------------------- Kenneth Schilling, President 2238 West Lone Cactus Drive, Suite 200 Phoenix, Arizona 85027 (Name and address of agent for service) (623) 492-9200 (Telephone number, including area code, of agent for service)
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 9,000,000 $0.014 $126,000 $ 11.59 ($.001 par value) - ----------------------- --------------------- -------------------- --------------------- --------------------
Estimated solely for the purpose of determining the amount of registration fee and pursuant to Rules 457(c) and 457 (h) of the General Rules and Regulations under the Securities Act of 1993, based upon the average of the high and low selling prices per share of Common Stock of iBIZ Technology Corp. on November 26, 2002, which has been previously paid. 1 PART I INFORMATION REQUIRED IN THIS SECTION 10(a) PROSPECTUS ITEM 1. PLAN INFORMATION. The documents containing the information specified in Item 1 will be sent or given to individual consultants under such agreements between each consultant and the registrant. ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION. Upon written or oral request, any of the documents incorporated by reference in Item 3 of Part II of this Registration Statement (which documents are incorporated by reference in this Section 10(a) Prospectus), other documents required to be delivered to eligible employees, non-employee directors and consultants, pursuant to Rule 428(b) are available without charge by contacting: Kenneth Schilling, President 2238 West Lone Cactus Drive, Suite 200 Phoenix, Arizona 85027 (623) 492-9200 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE The following documents filed by iBIZ Technology Corp. (the "Company") with the Securities and Exchange Commission (the "Commission") are incorporated by reference herein: (a) the Company's annual report on Form 10-KSB for the fiscal year ended October 31, 2001 and 2000 filed with the SEC on February 28, 2002; (b) the Company's quarterly report on form 10-QSB filed pursuant to Section 13(a) or Section 15 (d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), filed with the SEC on September 23, 2002 (c) the Registrant's Form SB-2, filed on December 4, 2001 pursuant to Section 12 of the Exchange Act, in which there is described the terms, rights and provisions applicable to the Registrant's outstanding Common Stock, and (d) any document filed by the Company with the Commission pursuant to Sections 13(a), 13( c), 14 or 15(d) of the Exchange Act subsequent to the date hereof, but prior to the filing of a post-effective amendment to this Registration Statement which Indicates that all shares of Common Stock registered hereunder have been sold or that deregisters all such shares of common Stock then remaining unsold, such documents being deemed to be incorporated by reference herein and to be part hereof from the date of filing of such documents. ITEM 4. DESCRIPTION OF SECURITIES Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL The balance sheet and financial statements of iBIZ Technology, Corp. for the years ended October 31, 2000 and 2001 have been incorporated by reference herein and in the registration statement in reliance upon the reports of Moffitt & Company, P.C., independent certified public accountants, also incorporated by reference herein, and upon the authority of such firm as experts in accounting and auditing. 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. Members of such firm will receive shares of common stock, for services rendered, which are registered hereunder. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS 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. 3 Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the "Securities Act") 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 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. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED Not applicable. ITEM 8. EXHIBITS The Exhibits to this registration statement are listed in the index to Exhibits on page 7. 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 1933: (ii) To reflect in the prospectus any facts or events arising after the effective date of this 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 this Registration Statement: (iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; PROVIDED, HOWEVER, that paragraph (1)(i) and (1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraph is contained in periodic reports filed by the Company pursuant to Section 13 or Section 15 (d) of the Exchange Act that are incorporated by reference in this Registration Statement. (2) That for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendments 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 mean of a post-effective amendment any of the securities being registered hereunder that remain unsold at the termination of the offering. 4 (b) The undersigned Company hereby undertakes that for purposes of determining any liability under the Securities Act of 1933, each filing of the company's annual report pursuant to Section 13 (a) or Section 15 (d) of the Securities and Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to 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 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 of 1933 may be permitted to directors, officers and controlling persons of the Company pursuant to the above-described provisions or otherwise, the Company has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities act of 1933 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 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 of 1933 and will be governed by the final adjudication of such issue. 5 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 a 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, State of Arizona, on December 5, 2002. IBIZ TECHNOLOGY CORP By /s/ Kenneth W. Schilling ------------------------------------------ Kenneth W. Schilling, President & Director 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. Signature Title Date - ------------------ -------------------------- --------------- /s/Kenneth W. Schilling President and Director December 5, 2002 - ----------------------- Kenneth W. Schilling 6 INDEX TO EXHIBITS
EXHIBIT SEQUENTIALLY NO. DESCRIPTION NUMBERED PAGES --- ----------- -------------- 4.1 Consulting Agreement with Barry Clark 4.2 Compensation Agreement with Sichenzia Ross Friedman Ference LLP 4.3 Consulting Agreement with Blaine Ruzycki 4.4 Consulting Agreement with Henry Zemla 5.1 Opinion of Counsel, regarding the legality of the securities registered hereunder. 23.1 Consent of Moffitt & Company, P.C. 23.2 Consent of Counsel (included as part of Exhibit 5.1) 24.1 Power of Attorney (Contained within Signature Page)
7 EX-4.1 3 ibiz_s8a1ex4-1.txt EXHIBIT 4.1 CONSULTING AGREEMENT -------------------- This Consulting Agreement ("Agreement") is to be effective as of the 12th day of November, 2002, by and between IBIZ Technology Corporation, ("Company"), with offices located at 2238 W. Lone Cactus Dr. Suite 200, Phoenix, AZ 85027, and Barry Clark ("Consultant"), an individual doing business as Sussex Avenue Partners LLC, having his principal address at 300 Carlsbad Village Drive, Suite 108A, Carlsbad, CA 92008. For the purposes of this Agreement, either of the above shall be referred to as a "Party" and collectively as the "Parties". The Parties hereby agree as follows: 1. APPOINTMENT OF BARRY CLARK. Company hereby appoints Consultant and Consultant hereby agrees to render services to Company as a Marketing and Sales Representative. 2. SERVICES. During the term of this Agreement, Consultant shall provide advice to undertake for and consult with the Company concerning management of sales and marketing resources, consulting, strategic planning, corporate organization and structure, financial matters in connection with the operation of the businesses of the Company, expansion of services, acquisitions and business opportunities, and shall review and advise the Company regarding its and his overall progress, needs, and condition. Consultant agrees to provide on a timely basis the following enumerated services plus any additional services contemplated thereby: (a) The implementation of short-range and long-term strategic planning to fully develop and enhance the Company's assets, resources, products, and services; (b) The implementation of a marketing program to enable the Company to broaden the markets for its services and promote the image of the Company and its products and services; (c) Advise the Company relative to the recruitment and employment of key executives consistent with the expansion of operations of the Company. (d) The identification, evaluation, structuring, negotiating, and closing of joint ventures, strategic alliances, business acquisitions, and advise with regard to the ongoing managing and operating of such acquisitions upon consummation thereof; and (e) Advise and recommendations regarding corporate financing including the structures, terms, and content of bank loans, institutional loans, private debt funding. 1 TERM. The term ("Term") of this Consulting Agreement shall be for a period of six (6) months commencing on the date hereof. The contract will automatically be extended for an additional three (3) months. Either party hereto shall have the right to terminate this Agreement upon thirty (30) days prior written notice to the other party after the first three (3) months. 3. COMPENSATION. See Attachment "A". 4. CONFIDENTIALITY. Consultant will not disclose to any other person, firm or corporation, nor use for its own benefit, during or after the Term of this Consulting Agreement, any trade secrets or other information designated as confidential by Company which is acquired by Consultant in the course of performing services hereunder. Any financial advice rendered by Consultant pursuant to this Consulting Agreement may not be disclosed in any manner without the prior written approval of Company. 5. INDEMNIFCATION. Company, its agents or assigns hereby agree to indemnify and hold Consultant harmless from and against all losses, claims, damages, liabilities, costs or expenses (including reasonable attorney's fees, collectively the "Liabilities"), joint and several, arising from the performance of this Consulting Agreement, whether or not Consultant is party to such dispute. This indemnity shall not apply, however, and Consultant shall indemnify and hold Company, its affiliates, control persons, officers, employees and agents harmless from and against all liabilities, where a court of competent jurisdiction has made a final determination that Consultant engaged in gross recklessness and willful misconduct in the performance of its services hereunder. 6. INDEPENDENT CONTRACTOR. Consultant and Company hereby acknowledge that Consultant is an independent contractor. Consultant shall not hold itself out as, nor shall it take any action from which others might infer that it is an agent of or a joint venture of Company. 7. MISCELLANEOUS. This Consulting Agreement sets forth the entire understanding of the Parties relating to the subject matter hereof, and supersedes and cancels any prior communications, understandings and agreements between the Parties. This Consulting Agreement is non-exclusive and cannot be modified or changed, nor can any of its provisions be waived, except by written agreement signed by all Parties. This Consulting Agreement shall be governed by the laws of the State of California without reference to the conflict of law principles thereof. In the event of any dispute as to the Terms of this Consulting Agreement, the prevailing Party in any litigation shall be entitled to reasonable attorney's fees. 8. NOTICES. Any notice required or permitted hereunder shall be given in writing (unless otherwise specified herein) and shall be deemed effectively given upon personal delivery or seven business days after deposit in the United States Postal Service, by (a) advance copy by fax, (b) mailing by express courier or registered or certified mail with postage and fees prepaid, addressed to each of the other Parties thereunto entitled at the following addresses, or at such other addresses as a Party may designate by ten days advance written notice to each of the other Parties at the addresses above and to the attention of the persons that have signed below. 2 Please confirm that the foregoing sets forth our understanding by signing the enclosed copy of this Consulting Agreement where provided and returning it to me at your earliest convenience. All Parties signing below do so with full authority: PARTY RECEIVING SERVICES: PARTY PROVIDING SERVICES: IBIZ TECHNOLOGY CORPORATION BARRY CLARK, AN INDIVIDUAL /s/ Ken Shilling, CEO /s/ Barry Clark - ---------------------- --------------------------- Ken Shilling, CEO Barry Clark, an individual 3 ATTACHMENT "A" -------------- PAYMENT FOR SERVICES: A. For the services rendered and performed by Barry Clark during the term of this Agreement, Company shall, upon acceptance of this Agreement: Pay to Barry Clark three million (3,000,000) free-trading shares of IBZT.OB stock for six (6) months of service. Accepted with full authority: IBZT Technology Corporation By: /s/ Ken Shilling --------------------------- Ken Shilling, CEO 4 EX-4.2 4 ibiz_s8a1ex4-2.txt EXHIBIT 4.2 COMPENSATION AGREEMENT This Compensation Agreement is dated as of November 15, 2002 among iBiz Technology, Inc., a Nevada corporation (the "Company") and Sichenzia Ross Friedman Ference LLP ("Consultants"). WHEREAS, the Consultants have provided and will continue to provide the Company with legal services in connection with their business; and WHEREAS, the Company wishes to compensate the Consultants with shares of its common stock for such services rendered; NOW THEREFORE, in consideration of the mutual covenants hereinafter stated, it is agreed as follows: 1. The Company will issue Two Million shares of the Company's common stock, $.001 par value per share, to Gregory Sichenzia. 2. The above compensation shall be registered using a Form S-8. The Company shall file such Form S-8 with the Securities and Exchange Commission within 30 days of the execution of this agreement. IN WITNESS WHEREOF, this Compensation Agreement has been executed by the Parties as of the date first above written. iBIZ TECHNOLOGY CORP /s/Kenneth W. Schilling ----------------------- President SICHENZIA ROSS FRIEDMAN FERENCE LLP /s/Gregory Sichenzia -------------------- Gregory Sichenzia, Partner EX-4.3 5 ibiz_s8a1ex4-3.txt EXHIBIT 4.3 CONSULTING AGREEMENT THIS AGREEMENT (the "Agreement") is entered into on the 26th day of November, 2002, by and between Blaine Ruzycki, a Person having an office located at 412 22nd Avenue NE, Calgary, Alberta T2E 1T7 (hereinafter referred to as "the Vendor") and IBIZ Technology Corp. a Florida corporation, having an office located 1919 West Lone Cactus Drive, Phoenix, Arizona 85021 (hereinafter referred to as "IBZT"). WHEREAS, IBZT is desirous of the Vendor performing certain services on its behalf as more specifically set forth on Appendix A attached hereto ("the Services") and made a part hereof; WHEREAS, the Vendor desires to perform the services for IBZT; and WHEREAS, the parties have agreed that the Vendor will provide the services according to the terms and conditions set forth in this agreement. NOW THERFORE, THE PARTIES AGREE AS FOLLOWS: 1. APPOINTMENT IBZT hereby appoints and engages the Vendor pursuant to the terms and conditions of this Agreement. Vendor accepts such appointment and agrees to perform the services described in Appendix A Attached hereto and made a part hereof ("the Services") upon the terms and conditions of this Agreement. 2. ENGAGEMENT IBZT engages Vendor to provide the services. Vendor accepts said engagement and agrees to provide the services to IBZT. 3. AUTHORITIES AND DESCRIPTION OF SERVICES During the term of this Agreement, Vendor will furnish some or all of the services from time to time as requested by IBZT and agreed upon by the parties specifically, Vendor shall construct and host an interactive website for IBZT to describe the business of IBZT. 4. TERM OF AGREEMENT This Agreement shall become effective upon execution hereof and shall continue thereafter and remain in effect for a period of Two (2) MONTHS. 5. WHERE SERVICES SHALL BE PERFORMED The services shall be performed by Vendor at any office location deemed appropriate by Vendor. 6. DUTIES OF IBZT IBZT shall supply Vendor on a regular and timely basis with all approved data and information about IBZT, its management, its products, and its operations and IBZT shall be responsible for advising Vendor of any facts which would affect the accuracy of any data and information previously supplied to Vendor by IBZT. IBZT shall contemporaneously notify Vendor if any information or data being supplied to Vendor has not been generally released or promulgated. 1 IBZT acknowledges that the Vendor relying exclusively upon the information he receives from IBZT and IBZT acknowledges that it is responsible for the truthfulness of the information provided to the Vendor and therefore, IBZT agrees to indemnify, defend, release and hold harmless the Vendor, its Officers, Directors, Agents, Employees or Assigns from and against any losses, liabilities, damages, deficiencies, costs or expenses (including interest, penalties and reasonable attorneys fees and disbursements) based upon, arising out of or otherwise resulting from Vendor entering into this agreement. 7. REPRESENTATION AND UNDERTAKINGS IBZT shall be deemed to make a continuing representation of the accuracy of any and all material facts, material, information and data which it supplies to Vendor and IBZT acknowledges its awareness that Vendor will rely on such continuing representation in disseminating such information and otherwise performing its functions hereunder. Vendor, in the absence of notice in writing from IBZT, will rely on the continuing accuracy of material, information and data supplied by IBZT. 8. SURVIVAL OF REPRESENTATIONS Notwithstanding any right of Vendor to investigate the affairs of IBZT and notwithstanding any knowledge of facts determined or determinable by Vendor pursuant to such investigation of right of investigation, Vendor has the right to rely without limitation upon the representations, warranties, covenants and agreements of IBZT contained in this Agreement. All such representations, warranties, covenants and agreements shall survive the execution and delivery hereof and the Closing hereunder for twelve (12) months following the Closing Date. 9. TERMINATION This Agreement may be terminated by either party prior to the expiration of the term as follows: a. Upon the bankruptcy or liquidation of the other party; whether voluntary or involuntary; b. Upon the other party taking the benefit of any insolvency law; and/or c. Upon the other party having or applying for a receiver appointed for either party; and d. Upon the breach of any representation by IBZT. 10. VENDOR AS INDEPENDENT CONTRACTOR Vendor shall provide the services as an independent contractor, and not as an employee of IBZT or any Company affiliated with IBZT. Vendor has no authority to bind IBZT or any affiliate of IBZT to any legal action, contract, agreement, or purchase. Vendor is not entitled to any medical coverage, life insurance, savings plans, health insurance, or any and all other benefits afforded to IBZT employees. 11. IBZT MAY ENGAGE IN CONFLICTING ACTIVITIES IBZT acknowledges that Vendor does, and shall, represent and service other and multiple clients in the same manner as it does IBZT, and that IBZT is not an exclusive client of Vendor. 12. AMENDMENTS This Agreement may be modified or amended, provided such modifications or amendments are mutually agreed upon by and between the parties hereto and that said modifications or amendments are made in writing and signed by both parties. 13. SEVERABILITY If any provision of this Agreement shall be held to be contrary to law, invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is contrary to law, invalid or unenforceable, and that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited. 2 14. APPLICABLE LAW This Agreement is executed pursuant to and shall be interpreted and governed for all purposes by the laws of the State of Florida for which the Courts in Broward County, Florida shall have jurisdiction. If any provision of this Agreement is declared void, such provision shall be deemed severed from this Agreement, which shall otherwise remain in full force and effect. Notices If to Vendor, to: Blaine Ruzycki 412 22nd Avenue NE, Calgary, Alberta T2E 1T7 If to IBZT IBIZ Technology Corp. 2238 West Lone Cactus Drive, Suite 200 Phoenix, Arizona 85027 Attention: Ken Schilling, President 15. INSUREMENT This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, personal representatives, successors, and assigns. 16. ASSIGNMENT IBZT hereby grants the Vendor the right to assign any or all of its obligations incurred hereunder to any entity which is an affiliate of the Vendor and by this Agreement does hereby consent to any said Assignment upon the Vendor advising IBZT of said assignment in writing to IBZT's address for notice provided herein and that subsequent to said assignment IBZT's relationship with the Vendor is severed in its entirety provided however that IBZT is in no manner responsible for any further costs or expenses to said affiliate except for those said costs noted in this Agreement which have not been paid to the Vendor. 17. COMPENSATION In consideration of Vendor performing the services, IBZT shall pay to Vendor Two Million (2,000,000) Shares of IBZT Common Stock registered on Form S-8 in the name of Blaine Ruzycki ("the Registerable Securities") in compliance with the 1933 Act and pursuant to Rule 415 under the 1933 Act. IBZT shall cause the Registration Statement to remain effective until all of the Registerable Securities have been sold. Prior to the filing of the Initial Registration Statement, IBZT shall furnish a copy of the initial Registration Statement to the Vendor. 18. AUTHORITY TO EXECUTE AND PERFORM AGREEMENTS IBZT has the full legal right and power and all authority and approval required to enter into, execute and deliver this Agreement and to perform fully the obligations hereunder including approval by the Board of Directors of IBZT. This Agreement has been duly executed and delivered and is the valid and binding obligation of IBZT enforceable in accordance with its terms, except as may be limited by bankruptcy, moratorium, insolvency, or other similar laws generally affecting the enforcement of creditors' rights. The execution and delivery of this Agreement and the other agreements contemplated hereunder, and the consummation of the transactions contemplated hereby and thereby, and the performance by IBZT of this Agreement, in accordance with their respective terms and conditions, will not: (a) require the approval or consent of any foreign, federal, state, county, local, or other governmental or regulatory body or the approval or consent of any other person; (b) conflict with or result in any breach or violation of any of the terms and conditions of, or constitute (or with notice or lapse of time or both would constitute) a default under any order, judgment, or decree applicable to IBZT, or any instrument, contract, or other agreement to which IBZT is a party or by or to which IBZT is bound or subject; or 3 (c) result in the creation of any lien or other encumbrance on the assets or properties of IBZT. BLAINE RUZYCKI /s/ Blaine Ruzycki - ------------------ By: Blaine Ruzycki THE COMPANY /s/ Ken Shilling - ---------------- By: Ken Shilling, President 4 APPENDIX A ---------- DETAILS OF THE WEBSITE SERVICES AND CONSTRUCTION ------------------------------------------------ Stages of development: Stage One: Planning - -------------------- THE VENDOR will obtain a basic understanding of the objectives of IBZT and what IBZT has already accomplished in the development of their current web presence. Under the direction of IBZT, THE VENDOR will define the basic goals, and mission behind the project. After completion, the following categories will be outlined with detailed explanation. o A Schedule for Site Completion o Basic Site Content o Technical Arrangements (including photos) o Site Architecture o Hosting parameters Stage Two: Development - ----------------------- After agreeing and written authorization of plan, development will commence. Vendor will set aside space on a designated web server, and begin to layout the ideas and concepts discussed for the IBZT website. IBZT on a timely basis will approve photographs, illustrations, and Internet architecture. All back end issues will be addressed, and corrected, and the site is approved by IBZT before final publication. Photographs of all products will be taken by Vendor under the direction of IBZT. Stage Three: Implementation - --------------------------- The process of building the website according to its design is called `implementation'. During this process web designers create hypertext markup language (HTML), Common Gateway Interface (CGI) programs, Flash Development, and/or Java scripts and/or applets. The implementation process resembles software development because it involves using a specific syntax for encoding web structures or a programming language in a formal language in computer files. Although there are automated tools to help with the construction of HTML documents, a thorough grounding in HTML enriches the web implementers' expertise. Stage Four: Testing - ------------------- After Vendor has implemented the website onto the Internet servers, the Vendor will begin a comprehensive review of aspects and traffic through the site ensuring that qualified hits will be at optimal levels. Cross platform testing will commence in this phase. All interactive components in the website will be subjected to a highly specialized group for pier testing. Testing will allow us to streamline and optimize the website for maximum efficiency. 5 CUSTOMER RELATIONSHIP MANAGEMENT (CRM) Will to develop a custom content management system for the IBZT website. This CRM system would apply to all areas of the proposed website as directed in the Website Architecture Plan (to be created). The CRM system will require a secure login in order to access it. The username and password is only known by IBZT and clients, thus allowing only you to modify the CRM website content. The system will be a smaller version of your public website and will contain such sections as Account Management, About Us and other account information. Each of these sections will have associated applications allowing you to modify site content. For example, under an "Account Management" section there would be a link to add a new account, edit an existing account and delete an account. This area will be custom developed for IBZT. The CRM creation will contain a dynamic database to store searchable customer information. Easy to use forms will allow the required information be provided quickly so the order entry will occur without delay. As well, we will setup a dynamic system to give access and permission for customers and administrators for easy to use management tools, such as "E-minders" automatic system reminders for clients and management. An integration of record keeping to any current record keeping system currently in place. E-COMMERCE SOLUTIONS Will create a secure online customer payment center for customer transactions. These e-commerce solutions will be integrated with the current accounting systems. It will enable your business to securely, conveniently, and cost-effectively send and receive payments online. We will build on the existing financial infrastructure of your bank accounts and credit cards to create a global, real-time payment solution. CORPORATE PROFILING A full creative design package including: company branding, logo, letterhead, business cards, brochures, website, CD-ROM's etc. 6 EX-4.4 6 ibiz_s8a1ex4-4.txt EXHIBIT 4.4 CONSULTING AGREEMENT This Consulting Agreement ("Agreement") is to be effective as of the 2nd day of December 2002, by Henry Zemla ("Consultant") and "Ibiz Technology Corp. " (the "Company"). For the purposes of this Agreement, either of the above shall be referred to as a "Party" and collectively as the "Parties". The Parties hereby agree as follows: 1. APPOINTMENT OF Consultant. Company hereby appoints Consultant and Consultant hereby agrees to render services to Company as a management consultant, and advisor. 2. DUTIES: Consultant agrees to perform such duties and responsibilities and to render advice and consulting as may be requested by the Company from time to time during the term of this consulting arrangement in connection with the Company's business throughout the United States and world wide. Said consulting services shall include, but not be limited to, general business services. Consultant shall use his best efforts to keep the Company informed of all corporate business opportunities which shall come to his attention and appear beneficial to the Company's business so that the Company can obtain the maximum benefits from Consultant's knowledge, experience, and personal contacts. TERM. The term ("Term") of this Consulting Agreement shall be for a period of 2 months commencing on the date hereof and can continue on a month-to-month basis until terminated by Company or Consultant with a written notice of thirty (30) days. COMPENSATION. 2,000,000 shares of free trading IBZT stock. 3. CONFIDENTIALITY: Consultant will not disclose to any other person, firm or corporation, nor use for its own benefit, during or after the Term of this consulting Agreement, any trade secrets or other information designated as confidential by Company, or obviously confidential or proprietary by its nature, which is acquired by Consultant in the course of performing services hereunder. Any financial advice rendered by Consultant pursuant to this Consulting Agreement may not be disclosed in any manner without the prior written approval of Company. 1 Company, its agents or assigns hereby agree expressly that they directly or indirectly, for itself, or through its representatives, agents, employees or affiliates will not pursue a transaction with any introduced party acknowledged by the Company or an Agent of Consultant, financing or collateral sources, restructures, registered or non-registered stock transactions, or security structures, independent of Consultant, unless Company has a written commitment with such a party prior to the introduction by Consultant. 4. INDEMNIFICATION: Both parties, their agents or assigns hereby agree to indemnify and hold each other harmless from and against all losses, claims, damages, liabilities, costs or expenses (including reasonable attorney's fees, collectively the "Liabilities"), joint and several, arising from the performance of this Consulting Agreement. This indemnity shall not apply, however, and the Parties shall indemnify and hold each other, their affiliates, control persons, officers, employees and agents harmless from and against all liabilities, where a court of competent jurisdiction has made a final determination that either party engaged in gross recklessness or willful misconduct in the performance of its services hereunder, which have rise to the loss, claim, damage, liability, cost or expense sought to be recovered hereunder. 5. INDEPENDENT CONTRACTOR: Consultant and Company hereby acknowledge that Consultant is an independent contractor. Consultant shall not hold itself out, as, nor shall it take any action from which others might infer that it is an agent of or a joint venture of Company. 6. TERMINATION FOR CAUSE: The Company reserves the right to terminate this agreement, if Consultant willfully breaches or habitually neglects his consulting duties which he is asked to perform under the terms or this agreement. Notice must be given in writing of any breaches with a 10 day cure period before any termination can take effect. a. In the event of termination for cause then any balance due under this agreement shall become null and void. b. Consultant may terminate its obligations under this agreement by giving the Company at least 30 days (30) written notice in advance. In the event the consultant terminates this agreement then any balance due under this agreement shall become null and void. c. Any controversy between the parties involving the construction or application of any terms, provisions, or conditions of this agreement, shall on the written request of either party served on the other, be submitted to mediation before a neutral third party. The parties shall share the cost of mediation jointly. 7. PARTIAL INVALIDITY: If any part of this agreement shall be determined by a court or mediator to be invalid, the remainder hereof shall be construed as if the invalid portion has been omitted. 2 8. WAIVER: No waiver of any of the provisions of this agreement shall be deemed or shall constitute a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver. 9. LAW GOVERNING AGREEMENT: This agreement shall be governed by and construed in accordance with Arizona state law. 10. NOTICES: Any notice required or permitted hereunder shall be given in writing (unless otherwise specified herein) and shall be deemed effectively given upon personal delivery or seven business days after deposit in the United States Postal Service, by (a) advance copy by fax, (b) mailing by express courier or registered or certified mail with postage and fees prepaid, addressed to each of the other Parties thereunto entitled at the following addresses, or at such other addresses as a Party may designate by ten days advance written to each of the other Parties hereto: COMPANY: CONSULTANT: 11. ENTIRE AGREEMENT: This Agreement sets forth the entire understanding of the Parties relating to the subject matter hereof and supercedes and cancels any prior communications, understandings and agreements between the Parties. With my signature below I affirm that I am the legally authorized signatory for this transaction, empowered by the Company to execute legal agreements. Accepted and agreed to as of this 26th day of November 2002. COMPANY CONSULTANTS IBIZ Technology Corp /s/Ken Schilling /s/Henry Zemla - ---------------- ------------- Ken Schilling, President Henry Zemla 3 EX-5.1 7 ibiz_s8a1ex5-1.txt EXHIBIT 5.1 SICHENZIA ROSS FRIEDMAN FERENCE LLP 1065 Avenue of the Americas New York, New York 10018 --------------------- Telephone: (212) 930-9700 Facsimile: (212) 930-9725 E-Mail: srflaw@i-2000.com December 2, 2002 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 Amendment No. 1 to 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 EX-23.1 8 ibiz_s8a1ex23-1.txt EXHIBIT 23.1 CONSENT OF INDEPENDENT AUDITORS [MOFFITT & COMPANY, P.C. LETTERHEAD] December 2, 2002 iBIZ Technology Corp. 2238 West Lone Cactus Drive, Suite 200 Phoenix, AZ 85027 Dear Sir or Madam: We do hereby consent to the use in this registration statement on Amendment No. 1 to Form S-8 dated December 2, 2002 of our report dated February 8, 2002 relating to the October 31, 2001 and 2000 audited financial statements of iBiz Technology Corp. Yours Very Truly, /s/ Stanley M. Moffitt Stanley M. Moffitt, CPA Moffitt & Company, P.C. -----END PRIVACY-ENHANCED MESSAGE-----