10QSB 1 v04109_10qsb.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTER ENDED APRIL 30, 2004 COMMISSION FILE NO. 000-27619 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, Phoenix, Arizona 85027 -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Issuer's telephone number, including area code: (623) 492-9200 --------------------- Check whether the registrant: (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ----- ----- Class Outstanding at April 30, 2004 ----- ----------------------------- Common stock, $0.001 par value 2,763,291,274 TABLE OF CONTENTS ----------------- PART I. - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS (UNAUDITED) BALANCE SHEETS ................................................. F-1 STATEMENTS OF OPERATIONS........................................ F-2 STATEMENTS OF EQUITY............................................ F-3-4 STATEMENT OF CASH FLOWS......................................... F-5 NOTES TO FINANCIAL STATEMENTS................................... F-6-19 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS....................................... 1-17 ITEM 3. CONTROLS AND PROCEDURES......................................... 17 PART II. - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS............................................... 17 ITEM 2. CHANGES IN SECURITIES........................................... 18 ITEM 3. DEFAULTS UPON SENIOR SECURITIES................................. 18 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS............. 18 ITEM 5. OTHER INFORMATION............................................... 18 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K................................ 18 IBIZ TECHNOLOGY CORP. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET APRIL 30, 2004 (UNAUDITED) ASSETS CURRENT ASSETS: Cash $ 104,196 Cash, pledged for letter of credit 10,000 Accounts receivable, net 354,195 Inventories 127,250 Deposit for purchase of inventory 400,000 Prepaid expenses 369,155 ----------- Total current assets 1,364,796 ----------- PROPERTY AND EQUIPMENT, Net of accumulated depreciation 56,379 ----------- OTHER ASSETS: Technology and patents 1,126,350 Intellectual Properties Rights, net 61,000 Note receivable, officer 373,159 Less allowance for doubtful collection (373,159) Deposits 47,005 ----------- Total other assets 1,234,355 ----------- TOTAL ASSETS $ 2,655,530 =========== (Continued) F-1 IBIZ TECHNOLOGY CORP. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET (CONTINUED) APRIL 30, 2004 (UNAUDITED) LIABILITIES AND STOCKHOLDERS' DEFICIT CURRENT LIABILITIES: Accounts payable and accrued expenses $ 768,506 Loan payable, Enterprise Capital AG 30,603 Accrued wages 380,503 Accrued interest 376,469 Taxes payable 196,376 Deferred income 1,768 Convertible debentures, current portion 1,413,675 ----------- Total current liabilities 3,167,900 ----------- STOCKHOLDERS' DEFICIT: Preferred stock - authorized, 50,000,000 shares, par value $.001 per share; issued and outstanding, -0- shares 0 Common stock - authorized, 5,000,000,000 shares, par value $.001 per share; issued and outstanding, 2,763,291,274 shares; reserved for issuance of options, 99,050,000 shares 2,763,291 Common stock to be issued for Synosphere, LLC, 38,447,278 shares 1,556,167 Common stock subscribed (1,500,000) Additional paid-in capital 29,210,445 Accumulated deficit (32,542,273) ----------- Total stockholders' deficit (512,370) ----------- TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 2,655,530 =========== See accompanying notes to financial statements. F-2 IBIZ TECHNOLOGY CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE AND SIX MONTHS ENDED APRIL 30, 2004 AND 2003 (UNAUDITED)
Three Months Ended Six Months Ended April 30 April 30 -------------------------- -------------------------- 2004 2003 2004 2003 ----------- ----------- ----------- ----------- REVENUES: Product sales $ 429,373 $ 52,633 $ 581,589 $ 118,358 Maintenance Agreements 8,434 8,004 18,167 17,589 ----------- ----------- ----------- ----------- Total revenues 437,807 60,637 599,756 135,947 ----------- ----------- ----------- ----------- COST OF REVENUES: Product sales 350,377 55,277 463,415 146,364 Maintenance Agreements 3,269 1,605 11,976 2,253 ----------- ----------- ----------- ----------- Total cost of revenues 353,646 56,882 475,391 148,617 ----------- ----------- ----------- ----------- GROSS INCOME (LOSS) 84,161 3,755 124,365 (12,670) RESEARCH AND DEVELOPMENT EXPENSES 71,044 0 71,044 0 SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 1,113,246 462,224 1,493,152 903,453 CONSULTING FEES PAID BY STOCK OPTIONS 1,616,187 0 6,386,187 0 ----------- ----------- ----------- ----------- LOSS FROM OPERATIONS (2,716,316) (458,469) (7,826,018) (916,123) ----------- ----------- ----------- ----------- (Continued)
F-3 IBIZ TECHNOLOGY CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (CONTINUED) FOR THE THREE AND SIX MONTHS ENDED APRIL 30, 2004 AND 2003 (UNAUDITED)
Three Months Ended Six Months Ended April 30 April 30 ------------------------------ ------------------------------ 2004 2003 2004 2003 ------------- ------------- ------------- ------------- OTHER INCOME (EXPENSE): Cancellation of debt 0 809 0 809 Cancellation of principal and interest by debenture holders 134,289 0 197,017 0 Interest expense (39,381) (83,161) (141,661) (165,513) Interest expense - convertible debentures - beneficial conversion feature 0 (147,141) 0 (985,139) Other income 82 3 24,721 3 Gain on sale of fixed asset 0 0 2,000 0 ------------- ------------- ------------- ------------- Total other income (expense), net 94,990 (229,490) 82,077 (1,149,840) ------------- ------------- ------------- ------------- LOSS BEFORE INCOME TAXES (2,621,326) (687,959) (7,743,941) (2,065,963) INCOME TAXES 0 0 0 0 ------------- ------------- ------------- ------------- NET LOSS $ (2,621,326) $ (687,959) $ (7,743,941) $ (2,065,963) ============= ============= ============= ============= NET LOSS PER COMMON SHARE - Basic and diluted $ (0.00) $ (0.01) $ (0.00) $ (0.17) ============= ============= ============= ============= WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - Basic and diluted 2,577,706,090 124,826,349 2,010,835,118 124,826,511 ============= ============= ============= =============
See accompanying notes to financial statements. F-4 IBIZ TECHNOLOGY CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT FOR THE SIX MONTHS ENDED APRIL 30, 2004 (UNAUDITED)
Common Stock Preferred Stock Common Stock To Be Issued --------------- ------------ ------------ Shares Amount Shares Amount Shares Amount ----------- ----------- ----------- ----------- ----------- ----------- BALANCE, OCTOBER 31, 2003 0 $ 0 649,893,721 $ 649,894 0 $ 0 CONVERSION OF DEBENTURES FOR COMMON STOCK: Principal 0 0 1,295,939,623 1,295,940 0 0 Interest 0 0 83,591,001 83,590 0 0 FEES AND COSTS FOR ISSUANCE OF CONVERTIBLE DEBENTURES 0 0 0 0 0 0 ISSUANCE OF COMMON STOCK FOR: Consulting fees 0 0 91,000,000 91,000 0 0 Legal fees 0 0 14,835,188 14,835 0 0 Miscellaneous expenses 0 0 1,533,784 1,534 0 0 Accrued employee bonuses 0 0 398,620,692 398,621 0 0 Accrued expenses and payables 0 0 9,574,324 9,574 0 0 Cash 0 0 122,788,235 122,788 0 0 Acquisition of Synosphere, LLC 0 0 0 0 38,447,278 1,556,167 Common stock subscribed 0 0 95,514,706 95,515 0 0 CONSULTING FEES BY STOCK OPTIONS 0 0 0 0 0 0 NET LOSS 0 0 0 0 0 0 ----------- ----------- ----------- ----------- ----------- ----------- BALANCE, APRIL 30, 2004 0 $ 0 2,763,291,274 $ 2,763,291 38,447,278 $ 1,556,167 =========== =========== =========== =========== =========== =========== (Continued)
F-5 IBIZ TECHNOLOGY CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT (CONTINUED) FOR THE SIX MONTHS ENDED APRIL 30, 2004 (UNAUDITED)
Common Stock Subscribed -------------------------------- Additional Paid-in Accumulated Shares Amount Capital Deficit Total -------------- -------------- -------------- -------------- -------------- BALANCE, OCTOBER 31, 2003 0 $ 0 $ 17,431,753 $ (24,798,332) $ (6,716,685) CONVERSION OF DEBENTURES FOR COMMON STOCK: Principal 0 0 1,313,622 0 2,609,562 Interest 0 0 237,870 0 321,460 FEES AND COSTS FOR ISSUANCE OF CONVERTIBLE DEBENTURES 0 0 (26,250) 0 (26,250) ISSUANCE OF COMMON STOCK FOR: Consulting fees 0 0 405,360 0 496,360 Legal fees 0 0 180,397 0 195,232 Miscellaneous expenses 0 0 4,141 0 5,675 Accrued employee bonuses 0 0 179,379 0 578,000 Accrued expenses and payables 0 0 25,852 0 35,426 Cash 0 0 1,667,649 0 1,790,437 Acquisition of Synosphere, LLC 0 0 0 0 1,556,167 Common stock subscribed (95,514,706) (1,500,000) 1,404,485 0 0 CONSULTING FEES BY STOCK OPTIONS 0 0 6,386,187 0 6,386,187 NET LOSS 0 0 0 (7,743,941) (7,743,941) -------------- -------------- -------------- -------------- -------------- BALANCE, APRIL 30, 2004 (95,514,706) $ (1,500,000) $ 29,210,445 $ (32,542,273) $ (512,370) ============== ============== ============== ============== ==============
F-6 See accompanying notes to financial statements. IBIZ TECHNOLOGY CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE SIX MONTHS ENDED APRIL 30, 2004 AND 2003 (UNAUDITED)
2004 2003 ----------- ----------- CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $(7,743,941) $(2,065,963) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation 6,950 10,937 Amortization 109,623 13,000 Cancellation of principal and interest By debenture holders (197,017) Consulting fees expensed by stock options 6,386,186 Interest expense - convertible debentures debentures - beneficial conversion feature 0 985,139 Common stock issued for expenses 354,715 308,788 Common stock to be issued 375,000 Provision for uncollectible accounts 20,625 4,217 Provision (adjustment) for obsolete inventory (23,100) Changes in operating assets and liabilities: Accounts receivable (251,069) (29,387) Inventories (60,308) (29,279) Prepaid expenses 1,945 (3,450) Deposit for purchase of inventory (400,000) Accounts payable 1,357 93,577 Accrued liabilities and taxes (179,932) 248,645 Deferred income (3,802) (4,114) ----------- ----------- Net cash used in operating activities (1,602,768) (467,890) ----------- ----------- CASH FLOWS FROM INVESTING ACTIVITIES - Purchase of interests from Synosphere, LLC (18,830) Intellectual property rights (2,466) ----------- ----------- Net cash used in investing activities (21,296) ----------- ----------- (Continued)
F-7 IBIZ TECHNOLOGY CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED) FOR THE SIX MONTHS ENDED APRIL 30, 2004 AND 2003 (UNAUDITED)
2004 2003 ----------- ----------- CASH FLOWS FROM FINANCING ACTIVITIES: Bank overdraft 14,688 Net proceeds from issuance of common stock by stock options 1,790,437 Net proceeds from issuance of convertible debentures payable 464,000 Net repayments on loan payable (59,397) Repayment of note payable, other (4,920) (1,746) ----------- ----------- Net cash provided by financing activities 1,726,120 466,942 ----------- ----------- NET INCREASE IN CASH 102,056 (948) CASH, BEGINNING OF PERIOD 2,140 948 ----------- ----------- CASH, END OF PERIOD $ 104,196 $ 0 =========== =========== SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid during the period for: Interest $ 2,003 $ 4,602 =========== =========== Taxes $ 0 $ 0 =========== =========== NON-CASH INVESTING AND FINANCING ACTIVITIES: Issuance of common stock for convertible debentures, net of fees and costs $ 2,583,311 $ 96,099 =========== =========== Issuance of common stock for fees, services and expenses $ 701,750 $ 308,788 =========== =========== Issuance of common stock for accounts payable and accrued expenses $ 352,393 $ 4,661 =========== =========== Issuance of common stock for accrued employee bonuses $ 578,000 $ 0 =========== =========== Interest expense - convertible debentures - beneficial conversion feature $ 0 $ 985,139 =========== =========== Consulting fees expensed by stock options $ 6,386,186 $ 0 =========== ===========
See accompanying notes to financial statements. F-8 IBIZ TECHNOLOGY CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES NATURE OF BUSINESS - iBIZ Technology Corp. (hereinafter referred to as "Ibiz" or the "Company") was organized on April 6, 1994, under the laws of the State of Florida. The Company operates as a holding company for subsidiary acquisitions. iBIZ, Inc. designs, manufactures (through subcontractors), and distributes a line of accessories for the PDA and handheld computer market which are distributed through large retail chain stores and e-commerce sites. Synosphere, LLC is a Plano, Texas based corporation specializing in the development of innovative handheld computer technologies. On April 1, 2004, Synosphere, LLC was dissolved and merged into Synosphere, Inc. Invnsys Technology Corporation (hereinafter referred to as "Invnsys") is an inactive entity. Qhost, Inc. is an inactive entity. PRESENTATION - The interim consolidated financial statements of the Company are condensed and do not include some of the information necessary to obtain a complete understanding of the financial data. Management believes that all adjustments necessary for a fair presentation of results have been included in the unaudited consolidated financial statements for the interim periods presented. Operating results for the six month period ended April 30, 2004 are not necessarily indicative of the results that may be expected for the year ended October 31, 2004. Accordingly, your attention is directed to footnote disclosures found in the October 31, 2003 Annual Report and particularly to Note 1 which includes a summary of significant accounting policies. PRINCIPLES OF CONSOLIDATION - The consolidated financial statements include the accounts of iBIZ Technology Corp. and its wholly-owned subsidiaries - iBIZ, Inc., Invnsys Technology Corporation, Qhost, Inc. and Synosphere, LLC. All material inter-company accounts and transactions have been eliminated. F-9 CASH EQUIVALENTS - For purposes of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents. CASH PLEDGED FOR LETTER OF CREDIT - The Company has pledged $10,000 of its cash to secure a letter of credit for a customer to guarantee payment of rebates. The letter of credit expires in June 2004. ACCOUNTS RECEIVABLE - Accounts receivable are reported at the customers' outstanding balances less any allowance for doubtful accounts and provision for returned merchandise. The Company's terms for repayment range from 30 days to 60 days. Interest is not accrued on overdue accounts receivable. ALLOWANCE FOR DOUBTFUL ACCOUNTS AND PROVISION FOR RETURNED MERCHANDISE - The allowance for doubtful accounts on accounts receivable and provision for returned merchandise is charged to income in amounts sufficient to maintain the allowance for uncollectible accounts at a level management believes is adequate to cover any probable losses. Management determines the adequacy of the allowance based on historical write-off percentages and information collected from individual customers. Accounts receivable are charged off against the allowance when collectibility is determined to be permanently impaired (bankruptcy, lack of contact, age of account balance, etc.). A provision for returned merchandise is also recorded based on the Company's history of returns as a percentage of sales. INVENTORIES - Inventories are stated at the lower of cost (determined principally by average cost) or market. The inventories are comprised of finished products at April 30, 2004. PREPAID EXPENSE - The Company's prepaid expenses are being amortized over a one-year period. During the six months ended April 30, 2004, the Company issued 89 million shares of common stock valued at $416,360 for consulting services to be performed in 2004. The agreements consist of retail-channel marketing services and corporate finance services designed to assist the Company in analyzing potential acquisition targets and the related financing of such acquisitions. The agreements are being amortized straight-line over their respective one-year terms. F-10 PROPERTY AND EQUIPMENT - Property and equipment are stated at cost. Major renewals and improvements are charged to the asset accounts while replacements, maintenance and repairs, which do not improve or extend the lives of the respective assets, are expensed. At the time property and equipment are retired or otherwise disposed of, the asset and related accumulated depreciation accounts are relieved of the applicable amounts. Gains or losses from retirements or sales are credited or charged to income. The Companies depreciate their property and equipment for financial reporting purposes using the straight-line method based upon the following useful lives of the assets: Tooling 3 Years Machinery and equipment 10 Years Office furniture and equipment 5-10 Years Vehicles 5 Years Molds 5 Years LONG-LIVED ASSETS - Statement of Financial Accounting Standards No. 144, "Accounting for the Impairment and Disposal of Long-Lived Assets" requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the historical cost-carrying value of an asset may no longer be appropriate. The Company assesses the recoverability of the carrying value of an asset by estimating the future undiscounted net cash flows expected to result from the asset, including eventual disposition. If the future net cash flows are less than the carrying value of the asset, an impairment loss is recorded equal to the difference between the asset's carrying value and fair value. Fair value is determined based on discounted cash flows, appraised values or management's estimates, depending on the nature of the assets. ACCOUNTING FOR CONVERTIBLE DEBT SECURITIES - The Company has issued convertible debt securities with non-detachable conversion features. The Company accounts for such securities in accordance with Emerging Issues Task Force 98-5. The Company has recorded the fair value of the beneficial conversion features as interest expense and an increase to Additional Paid-in Capital. ACCOUNTING FOR CONSULTING FEES PAID BY STOCK OPTIONS - The Company has issued stock options which entitle the grantee to exercise the options at fair market value less an agreed upon discount. The Company has recorded the fair market value as "consulting fees paid by stock options" and an increase to additional paid-in capital (see Notes 13 and 15). F-11 TECHNOLOGY AND PATENTS - Technology and patents represents the fair market value of the common stock issued to acquire Synosphere, LLC (see Note 6). The Company will amortize the assets over their estimated useful life as follows: Patents, 20 year amortization using the straight-line method; Blue Dock Technology and other technologies, 3 years amortization using the straight-line method. Estimated amortization is as follows: Fiscal Year 2004 $ 295,596 2005 394,127 2006 394,127 2007 100,407 2008 2,500 Thereafter 38,125 ---------- Total $1,224,882 ========== DISCLOSURE ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS - The Company has financial instruments, none of which are held for trading purposes. The Company estimates that the fair value of all financial instruments at April 30, 2004, as defined in FASB 107, does not differ materially from the aggregate carrying values of its financial instruments recorded in the accompanying balance sheet. The estimated fair value amounts have been determined by the Company using available market information and appropriate valuation methodologies. Considerable judgment is required in interpreting market data to develop the estimates of fair value, and accordingly, the estimates are not necessarily indicative of the amounts that the Company could realize in a current market exchange. COMMON STOCK ISSUED FOR NON-CASH TRANSACTIONS - It is the Company's policy to value stock issued for non-cash transactions at the stock closing price at the date the transaction is finalized or the value of the services, whichever is more readily determinable. AMENDMENT OF ARTICLES OF INCORPORATION - The Articles of Incorporation were amended in November 2002 to increase the number of authorized shares of common stock from 450,000,000 to 5,000,000,000 and authorized the creation of 50,000,000 shares of blank check preferred stock. F-12 REVENUE RECOGNITION - The Company recognizes revenue when persuasive evidence of an arrangement exists, title transfer has occurred, the price is fixed or readily determinable, and collectibility is probable. Sales are recorded net of sales discounts. The Company recognizes revenue in accordance with Staff Accounting Bulletin No. 101, "Revenue Recognition in Financial Statements", (SAB 101). Revenues are recorded under two categories: Product Sales - When the goods are shipped and title passes to the customer. The Company provides a reserve for sales returns based on its history of returns as a percentage to sales. The Company will periodically provide rebates on selected products for a limited sale period, normally 7 days. They contract with a company to process and track the rebates. The Company provides a reserve for outstanding rebates based on its history of rebates submitted as a percentage of applicable sales. Maintenance Agreements - Income from maintenance agreements is being recognized on a straight-line basis over the life of the service contracts, which range from 3 months to 1 year. The unearned portion received is recorded as deferred income. The Company is not actively pursuing this area of business and does not expect this to be significant in subsequent periods. SHIPPING AND HANDLING COSTS - The Company's policy is to classify shipping and handling costs as part of cost of goods sold in the statement of operations. ADVERTISING - All direct advertising costs are expensed as incurred. The Company charged to operations $50,991 and $18,577 in advertising costs for the six months ended April 30, 2004 and 2003, respectively. RESEARCH AND DEVELOPMENT - The Company expenses research and development costs as incurred. The Company incurred $71,044 and $0 of such expenses for the six months ended April 30, 2004 and 2003, respectively. F-13 INCOME TAXES - Provisions for income taxes are based on taxes payable or refundable for the current year and deferred taxes on temporary differences between the amount of taxable income and pretax financial income and between the tax bases of assets and liabilities and their reported amounts in the financial statements. Deferred tax assets and liabilities are included in the financial statements at currently enacted income tax rates applicable to the period in which the deferred tax assets and liabilities are expected to be realized or settled as prescribed in FASB Statement No.109, "Accounting for Income Taxes". As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the provision for income taxes. NET (LOSS) PER SHARE - The Company adopted Statement of Financial Accounting Standards No. 128 that requires the reporting of both basic and diluted loss per share. Basic loss per share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. In accordance with FASB Statement No. 128, any anti-dilutive effects on net loss per share are excluded. CONCENTRATION OF RISK Industry - The Company's products are intended for the computer and technology-related industry. This industry experiences a high degree of obsolescence and changes in buying patterns. The Company must expend funds for research and development and identification of new products in order to stay competitive. Financial Instruments - Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of trade accounts receivable. Concentrations of credit risk with respect to trade receivables are normally limited due to the number of customers comprising the Company's customer base and their dispersion across different geographic areas. Recently, the Company has focused its sales efforts to large retailers which can increase the credit risk. The Company routinely assesses the financial strength of its customers. The Company normally does not require a deposit to support large customer orders. F-14 At April 30, 2004, two customers accounted for 67% and 27% of net receivables, respectively. Purchases - The Company relies primarily on three suppliers for its products (Enterprise Capital AG, Poto Technology and Prolink). The loss of a supplier could have a material impact on the Company's operations. Purchases from these suppliers for the six months ended April 30, 2004 totaled 58%, 29% and 10% of gross purchases. Revenues - For the six months ended April 30, 2004, the Company had one customer whose sales were 90% of total revenues. PERVASIVENESS OF ESTIMATES - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. RECENT ACCOUNTING PRONOUNCEMENT - In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity". This Statement establishes standards for how an issuer of debt classifies and measures certain financial instruments with characteristics of both liabilities and equity. It requires that an issuer classify certain financial instruments as a liability (or an asset in some circumstances) instead of equity. The Statement is effective for financial instruments entered into or modified after May 31, 2003, and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003. The Company adopted this Statement on July 1, 2003. The Company does not believe that this recent accounting pronouncement will have a material impact on their financial position or results of operations. 2. ACCOUNTS RECEIVABLE AND ALLOWANCE FOR DOUBTFUL ACCOUNTS AND PROVISION FOR RETURNED MERCHANDISE A summary of accounts receivable and allowance for doubtful accounts is as follows:
Accounts receivable $429,058 Allowance for doubtful accounts and provision for returned merchandise 74,863 -------- Net accounts receivable $354,195 ======== Allowance for doubtful accounts and provision for return merchandise: Balance, November 1, 2003 $ 50,738 Increase in estimate of provision for doubtful accounts and returned merchandise 20,625 Recovery of uncollectible accounts 3,500 -------- Balance, April 30, 2004 $ 74,863 ========
F-15 3. DEPOSIT FOR PURCHASE OF INVENTORY During the second quarter of 2004, the Company paid Enterprise Capital AG $400,000 for the purchase of 4,000 Virtual Keyboards. As of June 15, 2004, these inventory items have not been received by Company. The Company is confident this amount will be recovered in inventory in the near future. See Note 19 for further discussion of the Virtual Keyboards and Enterprise Capital AG. 4. PROPERTY AND EQUIPMENT Property and equipment and accumulated depreciation at April 30, 2004 consists of: Tooling $ 68,100 Machinery and equipment 37,641 Office furniture and equipment 81,027 Vehicle 3,140 Molds 25,000 --------- Total property and equipment 214,908 Less accumulated depreciation (158,529) --------- Property and equipment, net $ 56,379 ========= F-16 5. INTELLECTUAL PROPERTY RIGHTS AND RELATED ROYALTY AGREEMENT On July 11, 2002, the Company purchased the Xela Case Keyboard and all related Intellectual Property and Resale Rights from ttools, LLC for $200,000. The Company is obligated to pay a royalty of $2.00 per unit sold on the first one million units. In accordance with FASB 142, the Company will amortize the Intellectual Property Rights over its estimated useful life of three years from the date the products are fully developed and ready for sale. As of October 31, 2003, the Company has written off 50% of the intellectual property rights due to impairment. ESTIMATED AMORTIZATION EXPENSE: For the year ended October 31, 2004 $22,182 For the year ended October 31, 2005 22,182 For the year ended October 31, 2006 16,636 ------- Total estimated amortization expense $61,000 ======= 6. NOTE RECEIVABLE, OFFICER INVNSYS TECHNOLOGY CORPORATION A note due from the president of the Company, which is payable on demand and accrues interest at 6%. Management believes the note is uncollectible since iBIZ no longer has collateral for the note. The Company elected to write-off the loan as uncollectible by establishing an allowance for doubtful collections for the total amount due on the note. Total amount of note $ 373,159 Less allowance for doubtful collection (373,159) --------- Note receivable, net $ 0 ========= 7. ACQUISITION OF SYNOSPHERE, LLC On January 20, 2004, the Company acquired 100% of the 5,000,000 interests of Synosphere, LLC. The results of Synosphere's operation from January 20, 2004 to January 31, 2004 were immaterial for this period. F-17 Synosphere is developing and plans to manufacture and distribute the following products: BLUE DOCK(TM) The Blue Dock is a PDA Docking Station that enables PDA users to work productively in a desktop environment with their PDAs without the need for an additional laptop or desktop computer. The Blue Dock provides a keyboard, mouse, full-size monitor (optimizing the PDA video at an 800 x 600 resolution), and dedicated network connection. Synchronization is not required. The Company expects to release Blue Dock in the 4th quarter this year. PDA TRAVEL KEYBOARD The PDA Travel Keyboard is a unique travel keyboard. The PDA travel keyboard enables PDA users to dock their PDA in a travel keyboard on the go and use a PC mouse. In addition, a mouse cursor is placed on the PDA screen (when docked), such that the user can control their PDA without touching the screen. Also, when docked in the travel keyboard, the user may charge their PDA. VISUAL NOTIFICATION DEVICE The Visual Notification Device represents a system which has lights embedded in the SD card, such that when a phone call is received or an appointment reminder occurs, the lights embedded within the card flash. Currently, only tactile (vibration) and audible (sound) systems exist. KEYBOARD/MOUSE CRADLE The Keyboard/Mouse Cradle is a unique PDA cradle that allows a PDA user to use their PDA with a full size standard PC keyboard and PC mouse. In addition, a mouse cursor is placed on the screen of the PDA screen (when docked), such that the user can control their PDA without touching the screen. Also, when docked the user may use the cradle for synchronization and to charge their PDA. F-18 All of the devices above, with the exception of the PDA Travel Keyboard are currently Patent-pending. The patent for this device is to be filed by Friday March 25, 2004. The aggregate purchase price was $1,224,882, payable in 30,000,000 shares of common stock which was valued at the market value of the stock at the date of acquisition. The purchase price was allocated to technology and patents based on costs to develop patents to date (approximately $50,000) and the projected cash flows from future product sales of the related technologies under development. The following values have been assigned: Patents Pending $ 50,000 Blue Dock Technology $806,600 Other Technologies $368,282 Synosphere did not own any tangible assets and its only assets were pending patents and technology. 8. NOTE PAYABLE, GAMMAGE AND BURNHAM In July 2001, the Company issued a note to Gammage and Burnham, PLC for the payment of $80,000 of legal fees previously recorded in accounts payable. The note was paid in full November 4, 2003, in exchange for 8,108,108 shares of common stock. 9. LOAN PAYABLE, ENTERPRISE CAPITAL AG The loan from Enterprise Capital AG totaling $30,603 is unsecured, bears no interest and has no due date. 10. TAXES PAYABLE Taxes payable consists of the following: Payroll taxes payable, current and deferred $177,348 California income tax payable 19,028 -------- Total $196,376 ======== F-19 11. INCOME TAXES DEFERRED TAXES The components of deferred tax assets are as follows: Net operating loss carryforwards $3,156,700 Accrued expenses and miscellaneous 9,500 ---------- 3,166,200 Less valuation allowance 3,166,200 ---------- Net deferred tax asset $ 0 ========== A reconciliation of the valuation allowance is as follows: Balance, November 1, 2003 $2,909,300 Addition for the period 256,900 ---------- Balance, April 30, 2004 $3,166,200 ========== TAX CARRYFORWARDS The Company had the following tax carryforwards at April 30, 2004: Net operating loss October 31, 1995 $ 2,500 October 31, 2010 October 31, 1997 253,686 October 31, 2012 October 31, 1998 71,681 October 31, 2013 October 31, 1999 842,906 October 31, 2019 October 31, 2000 3,574,086 October 31, 2020 October 31, 2001 5,051,232 October 31, 2021 October 31, 2002 1,838,129 October 31, 2022 October 31, 2003 2,890,718 October 31, 2023 April 30, 2004 1,258,246 October 31, 2024 ----------- $15,783,184 F-20 12. CONVERTIBLE DEBENTURES During the period from February 1, 2004 through March 9, 2004, the convertible debenture holders converted $904,893 of principal and $197,635 of accrued interest for 243,682,486 shares. The balance of convertible debentures at April 30, 2004 are as follows: VARIOUS CONVERTIBLE DEBENTURES $1,150,817 On October 31, 2001, the Company issued 8% convertible debentures as follows: 1. Due date - October 31, 2003. 2. Interest payable quarterly from January 1, 2001. 3. Default interest rate - 20%. 4. On the first $1,000,000 of financing, the Company issued warrants to purchase 50,000 shares of stock at $ 4.80 per share. The Company reserved an additional 124,000 shares for future borrowing on this debenture line. 5. Put note purchase price - $4,000,000. 6. Fees and costs - 7% - 10% of cash received for debentures and warrants plus legal fees. 7. The Company must reserve a number of common shares equal to, but not less then, 200% of the amount of common shares necessary to allow the debenture and warrant holder to be able to convert all such outstanding notes and put notes to common stock. 8. Conversion price for put notes. The initial 50% of the put notes shall be the lesser of: (i) 80% of the average of the three lowest closing bid prices for the stock for twenty two days, or (ii) 80% of the average of the five lowest closing bid prices for the stock for sixty days. The conversion price of the balance of the put notes shall be 86% of the average of the three lowest closing bid prices for ten days. F-21 9. The debentures have penalty clauses if the common stock is not issued when required by the debenture holder. 10. The debentures are unsecured. 11. The Company's right to exercise the put commences on the actual effective date of the SEC Registration Statement and expires three years after the effective date. 12. Right of first refusal - The debenture holders have the right to purchase a proportionate amount of new issued shares in order to maintain their ownership interest percentage. LAURUS MASTER FUND, LTD. $262,858 In April and July 2001, the Company issued $500,000 and $150,000 of 8% convertible debentures under the following terms and conditions: 1. Due date - October 31, 2003. 2. Interest on September 30, 2001 and quarterly thereafter. 3. Default interest rate - 20%. 4. On the first financing, the Company issued warrants to purchase 150,000 shares of common stock at the lesser of $1.23 per share or an amount equal to the average of the three lowest closing prices for a ten day trading period. The Company may redeem the warrants for $6.67 per share. On the second financing, the Company issued warrants to purchase 150,000 shares of common stock at the lesser of $0.48 or an amount equal to 105% of the average of the three lowest closing bid prices for the common stock for the ten trading days prior to, but not including, the date the warrants are exercised. 5. Conversion terms - The debenture holder shall have the right to convert all or a portion of the outstanding principal amount of this debenture plus any accrued interest into such number of shares of common stock as shall equal the quotient obtained by dividing the principal amount of this debenture by the applicable conversion price. F-22 6. Conversion price - Lower of eighty percent of the average of the three lowest closing bid prices for a specified three day or twenty-two day period. 7. Prepayment - The debenture may not be paid prior to the maturity date without the consent of the holder. TOTAL DEBENTURES $1,413,675 ========== Maturities of convertible debentures are as follows: 2004 $1,413,675 ========== 13. CANCELLATION OF INTEREST BY DEBENTURE HOLDERS During the period, the Company renegotiated their debenture balances with the AJW entities and the AJW entities and converted in full, the debenture balances with Lites Trading Company and Equire Trade and Finance which resulted in the cancellation of approximately $197,000 in principal and interest. 14. STOCK OPTIONS ISSUED FOR CONSULTING SERVICES During the six months ending April 30, 2004, the Company granted stock options to individuals in exchange for the following consulting services: November 2003 - Options valued at $260,000 to purchase 200 million shares of common stock (at a 40% discount from market, as defined) were issued to D. Scott Elliott for general business and financial consulting services to assist the Company with its expansion plans and entry into other markets. December 2003 - Options valued at $60,000 to purchase 50 million shares of common stock (at a 15% discount from market, as defined) were issued to Jeffrey Firestone for providing legal counsel on international issues in mergers and acquisitions. January 2004 - Options valued at $4,450,000 to purchase 100 million shares of common stock (at a 50% discount from market, as defined) were issued to Pangea Investments GmbH for consulting and acquisition services in Europe and Israel. Sam Elimalech, an officer of Enterprise Capital AG (see Note 8), is also a member of Pangea Investments Gmbh. March 2004 - Options valued at $1,616,186 to purchase 151,045,455 shares of common stock (at a 20% discount from market, as defined) were issued to D. Scott Elliott for general business and financial consulting services to assist the Company with its expansion plans and entry into other markets. F-23 The Company has valued the options granted using the Black-Sholes stock option pricing model, based on the following weighted average assumptions: dividend yield - -0-, expected volatility - 44%, risk-free interest rate - 2.25%, expected life - 75 days to 10 years. The total fair value of the options granted during the six months ending April 30, 2004 was $6,386,187 (see Note 15). Based on the uncertainty of any future value of these agreements, the Company expensed the value of the options in the six months ended April 30, 2004. 15. COMMITMENTS AND CONTINGENCIES DEPOSIT FOR PURCHASE OF INVENTORY The Company has received orders for the Virtual Keyboards from national retailers. The Company paid Enterprise Capital AG $400,000 for the keyboards necessary to fulfill these orders. Since January 2004, there have been recurring production delays. Additional inventory which was to flow at a rate that would include fulfilling outstanding orders by the end of June, have not yet been delivered. The Company is confident that it will receive the inventory or obtain reimbursement of the deposit of $400,000. OPERATING LEASE The Company leases its office and warehouse facilities in Phoenix, Arizona from a third party under the following terms and conditions: 1. Term - Three years from February 1, 2002 to January 31, 2005 2. Size of facility - 4,343 square feet 3. Base rent - Monthly rentals plus taxes and common area operating expenses 4. Base rental schedule - Months Rent ------ ---- 1 - 12 $2,172 13 - 24 $3,692 25 - 36 $4,343 Future minimum lease payments excluding taxes and expenses, are as follows: F-24 October 31, 2004 $50,163 October 31, 2005 13,029 ------- $63,192 Rent expense for the six months ended April 30, 2004 and 2003 was $24,104 and $19,363, respectively. PAYROLL TAXES The Company is negotiating a settlement regarding delinquent payroll taxes of approximately $68,000. Interest is being accrued on the outstanding balance. No amounts have been accrued for any penalties. WORKERS' COMPENSATION INSURANCE Through April 2004, the Company did not carry general liability or workers' compensation coverage, nor was it self-insured. The Company accrues liabilities when it is probable that future costs will be incurred and such costs can be reasonably estimated. As of April 30, 2004, there were no known liability claims. No amounts have been accrued for any penalties which may be assessed by the State of Arizona for non-compliance with the laws and regulations applicable to workers' compensation insurance. LEGAL The Company is the defendant in one lawsuit for unpaid wages. Management has recorded a liability in the amount of $20,000. The Company is named as a counter defendant in a lawsuit with a former associate. Although there is a possibility that the Company may be held liable, an estimated range of potential loss cannot be determined at this time, but it is not believed to have a material impact on the financial condition of the Company. The Company is the defendant in a lawsuit by a former vendor of connectivity services for breach of contract and failure to pay as required. The Company sold the connectivity portion of its business in October 2002 and feels this vendor is billing the contract incorrectly. The Company plans to vigorously fight this lawsuit and does not anticipate any material losses. OFFICERS' COMPENSATION - IBIZ TECHNOLOGY CORP. As of April 30, 2004, the Company has employment agreements with two of its corporate officers. The contracts are for three years beginning July 2001 and provide for the following: 1. Salaries from $150,000 to $250,000 for each officer. 2. Bonuses of 1% of total sales for each officer. 3. Options for 120,000 shares of common stock at $0.20 per share which will vest and be exercisable for a period of ten years. None granted. 4. Termination - Termination by the Company without cause - the employee shall receive six months salary. Change of control - in the event of change of control, the Company shall pay the employee a lump sum payment of three years annual salary. F-25 OFFICERS' COMPENSATION - SYNOSPHERE, LLC The Company entered into employment agreements with two of the current directors/officers of Synosphere. The term of these employee agreements shall be two years following the closing and transferable in the event of a sale of Synosphere to another entity or if Synosphere is spun-off. The employees shall receive annual base salaries of $112,000 and $102,000 per year with healthcare benefits. Furthermore, the employees shall receive an Earn Out bonus of common stock in eight payments, each made quarterly, in the amount of $62,500. A "golden parachute" clause shall be put in place, such that if either of the employee agreements are terminated by the Company or any successor, they are payable in full at the date of their termination. Finally, one of the employees shall be appointed to the Company's Board of Directors. 16. COMMON STOCK STOCK PURCHASE WARRANTS As of April 30, 2004, the Company has issued the following common stock purchase warrants:
December 28, 1999 20,000 5 years $ 9.40 January 10, 2000 28,125 5 years $ 9.90 March 27, 2000 61,500 5 years $ 14.50 - 20.50 August 30, 2000 3,413 5 years $ 9.37 October 31, 2000 50,000 5 years $ 4.76 December 20, 2000 40,000 5 years $ 2.28
F-26
December 20, 2000 15,000 5 years $ 2.28 April 26, 2001 150,000 5 years $ 1.23 June 22, 2001 150,000 5 years $ 0.42 July 27, 2001 150,000 5 years $ 0.21 August 21, 2001 52,500 5 years $ 0.39 October 9, 2001 35,000 5 years $ 0.26 January 15, 2002 16,667 5 years 105% of Closing January 15, 2002 50,000 5 years 105% of Closing ------- 822,205
All warrants are exercisable at April 30, 2004. OPTIONS On November 1, 2003, the Company granted an individual the option to purchase 200,000,000 shares of common stock at the exercise price of the average closing price for the three days prior to exercise less a 40% discount. The option is exercisable commencing November 1, 2003 and expires after January 15, 2004. The option holder exercised 60,000,000 shares of common stock on December 10, 2003 and the Company received $93,600 cash. The option holder exercised an additional 17,352,941 shares of common stock during the three months ended April 30, 2004 and the Company received $350,000 cash and a $150,000 promissory note. On December 15, 2003, the Company granted an individual the option to purchase 50,000,000 shares of common stock at the exercise price of market value at the date of exercise less a 15% discount. The options expire five years from date of grant. The option holder exercised 26,956,000 shares of common stock during December 2003 and January 2004 and the Company received $640,823 cash. The option holder exercised an additional 14,000,000 shares of common stock during the three months ended April 20, 2004 and the Company received $531,015 cash. On January 28, 2004, the Company granted Pangea Investments GmbH the option to purchase 100,000,000 shares of common stock at the exercise price of market value at the date of exercise less a 50% discount. The option is exercisable commencing January 28, 2004 and expires after January 29, 2014. The option holder exercised 10,000,000 during March 2004 and the Company received $175,000 cash. The balance, 90,000,000 shares, is held in escrow. F-27 Total options issued 350,000,000 Less options exercised (128,308,941) Less options expired (140,000,000) ------------ Options exercisable at April 30, 2004 81,691,059 ============ COMMON STOCK During the quarter ended January 31, 2004, the Company issued the following shares of common stock: (1) 10 million shares valued at $37,000 (fair market value on date of grant) for legal services provided by Greg Sichenzia during the quarter ended January 31, 2004. (2) 9.6 million shares valued at $35,425 (fair market value on date of grant was used to determine number of shares to be issued) to various creditors in satisfaction of their outstanding amounts due. (3) 0.5 million shares valued at $1,975 (fair market value on date of grant was used to determine number of shares to be issued) to a company that provided edgarizing and related services during the quarter ended January 31, 2004. (4) 1.0 million shares valued at $3,700 (fair market value on date of grant was used to determine number of shares to be issued) to a company for marketing services during the quarter ended January 31, 2004. (5) 81 million shares valued at $126,360 (fair market value on date of grant) in accordance with a one year consulting contract (see Note 1, Prepaid Expenses). (6) 60 million shares issued in connection with the exercise of options at $0.00156 per share. (7) 10 million shares issued in connection with the exercise of options at $0.017 per share. (8) 11.65 million shares issued in connection with the exercise of options at $0.026 per share. (9) 5.3 million shares issued in connection with the exercise of options at $0.032 per share. F-28 (10) 398 million shares valued at $578,000 (fair market value on date of grant) for accrued employee bonuses at October 31, 2003 (see 10ksb for the year ended October 31, 2003). During the quarter ended April 30, 2004, the Company issued the following shares of common stock: (1) On February 18 and 20, 2004, the Company issued 2,335,188 shares of common stock, under the S8 Registration Amendment filed December 5, 2003 to individuals for services rendered. (2) On March 5, 2004, the Company issued 12,500,000 shares of common stock under the S8 Registration Amendment filed December 5, 2003 to individuals for services rendered. (3) On February 3 and March 3, 2004, the Company issued 12,000,000 shares of common stock to an individual under the option dated December 15, 2003 and received $448,090 cash. 17. PREFERRED STOCK On December 20, 2001, the Board of Directors authorized the issuance of 3,500,000 shares of preferred stock to three officers and one director in lieu of their annual bonus and retention incentives. The preferred stock will have a 10:1 conversion rate from common stock to preferred stock and will have a "super" voting right of 100:1. As of the date of this report the preferred stock had not been issued. The Company has not designated any other rights or dividend policy in regard to the Preferred Stock. 18. CHANGE IN AUTHORIZED SHARES On February 24, 2003, the Articles of Incorporation were amended to increase the number of authorized shares of common stock from 450,000,000 shares to 5,000,000,000 shares. 19. SPIN-OFF On July 20, 2003, the Board of Directors approved the spin-off of iBIZ, Inc., a wholly-owned subsidiary of the Company, into a separate company. Management estimates that the transaction should be completed in the second quarter of fiscal 2004. F-29 The Company proposes to issue without consideration, non-restricted shares of common stock in iBIZ, Inc. pro rata to all shareholders of the Company as of September 25, 2003 at the ratio of one share of iBIZ, Inc. for each 500 shares of the Company common stock. The purpose of the spin-off of iBIZ, Inc. is that it will allow management of each business to focus solely on that business. In addition, it should enhance access to financing by allowing the financial community to focus separately on each business. iBIZ Technology Corp. will continue to distribute its product line in North and South America providing sub-licenses for all products to iBIZ, Inc. for worldwide distribution, excluding North and South America. iBIZ, Inc. will support iBIZ Technology Corp. in engineering, production, and business development, through synergetic agreements using Enterprises Capital AG and its affiliates infrastructure in Europe and Israel. F-30 ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION CRITICAL ACCOUNTING POLICIES Our discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. In consultation with our Board of Directors, we have identified eight accounting principles that we believe are key to an understanding of our financial statements. These important accounting policies require management's most difficult, subjective judgments. ACCOUNTS RECEIVABLE Accounts receivable are reported at the customer's outstanding balances less any allowance for doubtful accounts and provision for returned merchandise. Our terms for repayment range from 30 days to 60 days. We do not normally require collateral to support receivables and interest is not accrued thereon. ALLOWANCE FOR DOUBTFUL ACCOUNTS AND PROVISION FOR RETURNED MERCHANDISE The allowance for doubtful accounts on accounts receivables and provision for returned merchandise is charged to income in amounts sufficient to maintain the allowance for uncollectible accounts at a level management believes is adequate to cover any probable losses. We determine the adequacy of the allowance based on historical write-off percentages and information collected from individual customers. Accounts receivable are charged off against the allowance when collectibility is determined to be permanently impaired (bankruptcy, lack of contact, age of account balance, etc.). We also provide a provision for returned merchandise based on our history of returns as a percentage of sales. INVENTORIES Inventories are stated at the lower of cost (determined principally by average cost) or market. 1 TECHNOLOGY AND PATENTS We have capitalized the fair market value of stock issued in connection with the acquisition of Synosphere, LLC. We will amortize the assets over the estimated useful life once the patents are approved and the products are developed and ready for market. ACCOUNTING FOR CONVERTIBLE DEBT SECURITIES We have issued convertible debt securities with non-detachable conversion features. We have recorded the fair value of the beneficial conversion features as interest expense and an increase to Additional Paid-in Capital. ACCOUNTING FOR CONSULTING FEES PAID BY STOCK OPTIONS We have issued stock options which entitle the grantee to exercise the options at fair market value less an agreed upon discount. We have recorded the fair market value as "consulting fees paid by stock options" and an increase to additional paid-in capital. REVENUE RECOGNITION We recognize revenue when persuasive evidence of an arrangement exists, title transfer has occurred, the price is fixed or readily determinable, and collectibility is probable. Sales are recorded net of sales discounts. We recognize revenue in accordance with Staff Accounting Bulletin No. 101, "Revenue Recognition in Financial Statements", (SAB 101). Our revenues are recorded under two categories: Product Sales - Product Sales represent primarily sales of PDA accessories to retailers. Revenue is recorded when the goods are shipped and title passes to the customer. We provide a reserve for sales returns based on our history of returns as a percentage to sales. We will periodically provide rebates on selected products for a limited sale period, normally 7 days. We contract with a company to process and track the rebates. We provide a reserve for outstanding rebates based on our history of rebates submitted as a percentage of applicable sales. 2 Maintenance Agreements - We continue to sell service agreements to maintain and service computers and printers that were a part of our product line several years ago. We no longer sell such products but continue to offer renewals of maintenance agreements. Income from maintenance agreements is being recognized on a straight-line basis over the life of the service contracts, which range from 3 months to 1 year. The unearned portion is recorded as deferred income. CONSULTING AGREEMENTS We issued common stock and options for payment of consulting services. The cost of the consulting services paid with common stock was determined by multiplying the common shares issued by the market price, for the shares at the inception date of the agreement. The cost of the consulting services paid with options was valued using the Black-Sholes stock option pricing model, based on the following weighted average assumptions: dividend yield - -0-, expected volatility - 44%, risk-free interest rate - 2.25%, expected life - 75 days to 10 years. The total fair value of the options granted during the six months ending April 30, 2004 was $6,386,187. Based on the uncertainty of any future value of these agreements, the Company expensed the value of the options in the six months ended April 30, 2004. A summary of the common stock and options issued is as follows: COMMON STOCK During November 2003, the Company issued the following shares of common stock: (1) 10 million shares valued at $37,000(fair market value on date of grant) for legal services provided by Greg Sichenzia during the quarter ended April 30, 2004. (2) 9.6 million shares valued at $35,425 (fair market value on date of grant was used to determine number of shares to be issued) to various creditors in satisfaction of their outstanding amounts due. (3) 0.5 million shares valued at $1,975 (fair market value on date of grant was used to determine number of shares to be issued) to a company that provided edgarizing and related services during the quarter ended April 30, 2004. (4) 1.0 million shares valued at $3,700 (fair market value on date of grant was used to determine number of shares to be issued) to a company for marketing services during the quarter ended April 30, 2004. During December 2003, the Company issued the following shares of common stock: (1) 81 million shares valued at $126,360 (fair market value on date of grant) in accordance with one-year consulting contracts. The agreements consist of retail-channel marketing services and corporate finance services designed to assist the Company in analyzing potential acquisition targets and the related financing of such acquisitions. The agreements are being amortized straight-line over their respective one-year terms. (2) 60 million shares issued in connection with the exercise of options at $0.00156 per share. 3 During January 2004, the Company issued the following shares of common stock: (1) 10 million shares issued in connection with the exercise of options at $0.017 per share. (2) 11.65 million shares issued in connection with the exercise of options at $0.026 per share. (3) 5.3 million shares issued in connection with the exercise of options at $0.032 per share. (4) 398 million shares valued at $578,000 (fair market value on date of grant) for accrued employee bonuses at October 31, 2003 (see 10ksb for the year ended October 31, 2003). During February 2004, the Company issued the following shares of common stock: (1) 1 million shares valued at $40,000 (fair market value on date of grant) for legal services provided by Greg Sichenzia during the month ended February 29, 2004. (2) 1,085,188 shares valued at $34,726 (value of services rendered) for legal services provided by Steven Thrasher. (3) 250,000 shares valued at $8,507 (value of services rendered) for legal services provided by Sammy Fleschler. (4) 10 million shares issued in connection with the exercise of options at $0.0363 per share. During March 2004, the Company issued the following shares of common stock: (1) 2.5 million shares valued at $75,000 (fair market value on date of grant) for legal services provided by Greg Sichenzia during the month ended March 31, 2004. (2) 10 million shares issued in connection with the exercise of options at $0.0175 per share. (3) 7,352,941 shares issued in connection with the exercise of options at $0.0272 per share. (4) 2 million shares issued in connection with the exercise of options at $0.0425 per share. (5) 2 million shares issued in connection with the exercise of options at $0.0415 per share. During April 2004, the Company issued the following shares of common stock: (1) 5 million shares valued at $200,000 (fair market value on date of grant) in accordance with a one-year consulting contract. See Note 1, Prepaid Expenses. 4 (2) 10 million shares issued in connection with the exercise of options at $0.03 per share. (3) 2 million shares valued at $76,800 (fair market value on date of grant) to a company for public relation services during the six months ending April 30, 2004. (4) 90 million shares issued in connection with the exercise of options at $0.015 per share. (5) 3 million shares valued at $90,000 (fair market value on date of grant) to a company for investment banking and financial advising services under a one-year contract. See Note 1, Prepaid Expenses. 5 STOCK OPTIONS The Company issued options to purchase 350 million shares of common stock as follows: November 2003 - Options valued at $260,000 to purchase 200 million shares of common stock (at a 40% discount from market, as defined) were issued to D. Scott Elliott for general business and financial consulting services to assist the Company with its expansion plans and entry into other markets. December 2003 - Options valued at $60,000 to purchase 50 million shares of common stock (at a 15% discount from market, as defined) were issued to Jeffrey Firestone for providing legal counsel on international issues in mergers and acquisitions. January 2004 - Options valued at $4,450,000 to purchase 100 million shares of common stock (at a 50% discount from market, as defined) were issued to Pangea Investments GmbH for consulting and acquisition services in Europe and Israel. Sam Elimalech, an officer of Enterprise Capital AG (see Note 8), is also a member of Pangea Investments Gmbh. March 2004 - Options valued at $1,616,186 to purchase 151,045,455 shares of common stock (at a 20% discount from market, as defined) were issued to D. Scott Elliott for general business and financial consulting services to assist the Company with its expansion plans and entry into other markets. The Company has valued the options granted using the Black-Sholes stock option pricing model, based on the following weighted average assumptions: dividend yield - -0-, expected volatility - 44%, risk-free interest rate - 2.25%, expected life - 75 days to 10 years. The total fair value of the options granted during the three months ending April 30, 2004 was $6,386,187 (see Note 15). Based on the uncertainty of any future value of these agreements, the Company expensed the value of the options in the six months ended April 30, 2004. 6 SELECT FINANCIAL INFORMATION
For the Three Months For the Six Months Ended Ended 04/30/2004 04/30/2003 04/30/2004 04/30/2003 (Unaudited) (Unaudited) (Unaudited) (Unaudited) ----------- ----------- ----------- ----------- Statement of Operations Data: Total revenue $ 437,807 $ 60,637 $ 599,756 $ 135,947 Operating loss (2,716,316) (458,469) (7,826,018) (916,123) Net loss after tax (2,621,326) (687,959) (7,743,941) (2,065,963) Net loss per share (0.00) (0.01) (0.00) (0.01) Balance Sheet Data: Total assets $ 2,655,530 $ 472,134 $ 2,655,530 $ 472,134 Total liabilities 3,167,900 6,131,192 3,167,900 6,131,192 Total stockholders' deficit (512,370) (5,659,058) (512,370) (5,659,058)
RESULTS OF OPERATIONS The three months ended April 30, 2004 compared to the three months ended April 30, 2003.
For the Three Months Ended 04/30/2004 04/30/2003 Increase (Decrease) (Unaudited) (Unaudited) Amount Percentage ----------- ----------- -------- ---------- Revenues: Product sales $429,373 $52,633 $376,740 716% Maintenance agreements 8,434 8,004 430 5% Total revenues $437,807 $60,637 $377,170 622%
Revenues - Revenues increased by approximately 622% to $437,807 in the three months ended April 30, 2004 from $60,637 in the three months ended April 30, 2003. The increase was in product sales resulting from the addition of new customers, the increase in volume sales to an existing national retailer and introduction and sales of our new products. The majority of our increased sales came from our FM Radio accessories and travel kits which increased from approximately $26,000 in 2003 to over $380,000 in 2004. $10,685 and $356,940 of revenues for the three months ended April 30, 2004 were from Comp USA and Circuit City, respectively. Our maintenance revenues remained relatively comparable at $8,434 in 2004 and $8,004 in 2003. We are not actively pursuing this area of business and do not expect this to be significant in subsequent periods. 7
For the Three Months Ended Increase (Decrease) 04/30/2004 04/30/2003 Amount Percentage (Unaudited) (Unaudited) ------ ---------- Cost of revenues: ----------- ----------- Product sales $344,651 $ 54,353 $290,298 534% Maintenance agreements 8,995 2,529 6,466 256% Total cost of revenues $353,646 $ 56,882 $296,764 522% Gross profit: Product sales - amount $ 84,722 $(1,720) Product sales - percentage 20% (3%) Maintenance agreements - amount (561) 5,475 Maintenance agreements - percentage (7%) 68% Total gross profit $ 84,161 $ 3,755 19% 6%
Cost of Revenues - The cost of revenues of $353,646 (81% of sales) in the three months ended April 30, 2004 increased from $56,882 (94% of revenues) for the three months ended April 30, 2003. Cost of Revenues - Product Sales in 2004 consists of $295,377 (69% of sales) of direct material, packaging and freight and $49,276 (% of sales) of salaries and employee related costs. Cost of Revenues - Product Sales in 2003 consists of $39,649 (75% of sales) of direct material, packaging and freight and $14,704 (28% of sales) of salaries and employee related costs. 8 Cost of Revenues - Maintenance Agreements in 2004 consists of $8,021 of parts and accessories (95% of revenues) and $974 of wages and benefits (16% of revenues). Cost of Revenues - Maintenance Agreements in 2003 consists of $1,605 of parts and accessories (20% of revenues) and $924 of wages and benefits (11% of revenues). Based on the nature of the equipment being serviced and the applicable age thereof, parts and accessories can fluctuate significantly each period. Our products experience a high degree of technological obsolescence based on the rapidly changing market for PDA-related products and the introduction of new PDAs. We evaluate our inventories based on sales over a rolling six-month period and industry publications of PDA-related product changes in order to determine the write-off of slow-moving and obsolete inventories. During the six months ended April 30, 2004, we did not write-off additional inventories and sold approximately $3,000 of inventory previously written-off. Research and development expense is directly related to our acquisition of Synosphere, LLC and the continuing efforts to develop products such as the Blue Dock (TM) PDA docking station, the PDA travel keyboard, the Visual Notification Device and the Keyboard/Mouse Cradle. See Note 6 of the financial statements for further description of these products.
For the Three Months Ended Increase (Decrease) 04/30/2004 04/30/2003 Amount Percentage (Unaudited) (Unaudited) ------ ---------- ----------- ----------- Selling, general and administrative expenses: Salaries and wages $118,140 $ 92,400 $ 25,740 28% Bonuses 375,000 207,519 167,481 81% Accounting, legal and professional fees 340,050 90,019 250,031 278% Advertising 15,453 9,615 5,838 61% Commissions to outside sales representatives 79,592 1,509 78,083 5174% Travel 17,209 7,941 9,268 116% Other selling, general and administrative expenses 167,802 53,221 114,581 215% Total selling, general and administrative expenses $1,113,246 $462,224 $651,022 141%
Selling, General and Administrative Expenses - Selling, general and administrative expenses increased approximately 120% to $1,014,714 in the three months ended April 30, 2004 from $462,224 in the three months ended April 30, 2003. A description of the major increases follows: (1) Salaries and wages increased $25,740 or 28% in the three months ended April 30, 2004 due to the addition of Synosphere's employees and the employment agreements signed with the two officers of Synosphere, LLC. (2) Bonuses increased $167,481 or 81% in the three months ended April 30, 2004 due to the signing bonuses and quarterly bonuses called for in the employment agreements with the two officers of Synosphere, LLC. 9 (3) Accounting, legal and professional fees dramatically increased in the three months ended April 30, 2004 ($340,050) as compared to the three months ended April 30, 2003 ($90,019) due to increased activity with our SEC filings. We do not anticipate this trend to continue. (4) Advertising, travel and commissions increased as we actively market our new products and continue to look for new sales channels and representatives. (5) Other selling, general and administrative expenses includes $98,532 during the quarter related to amortization of the patents and technology of Synosphere. Consulting Fees - We granted options for services to consultants during the quarter ended April 30, 2004. We valued the options using the Black-Scholes formula. See discussion of Stock Options above. Cancellation of Principal and Interest - The Company recorded other income of $134,289 related to the cancellation of principal and interest on convertible debentures that were renegotiated and converted during the period. Interest Expense - Interest expense decreased 53% to $39,381 in the three months ended April 30, 2004 from $81,780 in the three months ended April 30, 2003. The decrease is a result of convertible debenture debt instruments being paid in full and no longer accruing interest. Beneficial Interest Expense - We record the excess of the fair value of the stock price at the date of issuance of convertible debentures over the conversion price on the same date as interest expense-beneficial conversion feature. The amount decreased to $0 in 2004 from $147,141 in 2003 due to no debentures being issued in the three months ending April 30, 2004. 10 The six months ended April 30, 2004 compared to the six months ended April 30, 2003.
For the Six Months Ended Increase (Decrease) 04/30/2004 04/30/2003 Amount Percentage (Unaudited) (Unaudited) ------ ---------- Revenues: ----------- ---------- Product sales $581,589 $118,358 $463,231 391% Maintenance agreements 18,167 17,589 578 3% Total revenues $599,756 $135,947 $463,809 341%
Revenues - Revenues increased by approximately 341% to $599,756 in the six months ended April 30, 2004 from $135,947 in the six months ended April 30, 2003. The increase was in product sales resulting from the addition of new customers, the increase in volume sales to an existing national retailer and introduction and sales of our new products. The majority of our increased sales came from our FM Radio accessories and travel kits which increased from approximately $63,000 in 2003 to over $480,000 in 2004. $107,030 and $356,940 of revenues for the six months ended April 30, 2004 were from Comp USA and Circuit City, respectively. Our maintenance revenues remained relatively comparable at $18,167 in 2004 and $17,589 in 2003. We are not actively pursuing this area of business and do not expect this to be significant in subsequent periods. 11
For the Six Months Ended Increase (Decrease) 04/30/2004 04/30/2003 Amount Percentage (Unaudited) (Unaudited) ------ ---------- Cost of revenues: ----------- ----------- Product sales $460,733 $ 144,826 $315,907 218% Maintenance agreements 14,658 3,791 10,867 287% Total cost of revenues $475,391 $ 148,617 $326,774 220% Gross profit: Product sales - amount $120,856 $(26,468) Product sales - percentage 21% (22%) Maintenance agreements - amount 3,509 13,798 Maintenance agreements - percentage 19% 78% Total gross profit $124,365 $(12,670) 21% (9%)
Cost of Revenues - The cost of revenues of $475,391 (79% of sales) in the six months ended April 30, 2004 increased from $148,617 (109% of revenues) for the six months ended April 30, 2003. Cost of Revenues - Product Sales in 2004 consists of $376,437 (63% of sales) of direct material, packaging and freight and $84,296 (14% of sales) of salaries and employee related costs. Cost of Revenues - Product Sales in 2003 consists of $86,060 (63% of sales) of direct material, packaging and freight and $58,766 (43% of sales) of salaries and employee related costs. Cost of Revenues - Maintenance Agreements in 2004 consists of $11,976 of parts and accessories (2% of revenues) and $2,682 of wages and benefits (0% of revenues). Cost of Revenues - Maintenance Agreements in 2003 consists of $2,253 of parts and accessories (2% of revenues) and $1,538 of wages and benefits (1% of revenues). Based on the nature of the equipment being serviced and the applicable age thereof, parts and accessories can fluctuate significantly each period. 12 Our products experience a high degree of technological obsolescence based on the rapidly changing market for PDA-related products and the introduction of new PDAs. We evaluate our inventories based on sales over a rolling six-month period and industry publications of PDA-related product changes in order to determine the write-off of slow-moving and obsolete inventories. During the six months ended April 30, 2004, we did not write-off additional inventories and sold approximately $12,000 of inventory previously written-off. Research and development expense is directly related to our acquisition of Synosphere, LLC and the continuing efforts to develop products such as the Blue Dock (TM) PDA docking station, the PDA travel keyboard, the Visual Notification Device and the Keyboard/Mouse Cradle. See Note 6 of the financial statements for further description of these products.
For the Six Months Ended Increase (Decrease) 04/30/2004 04/30/2003 Amount Percentage (Unaudited) (Unaudited) ------ ---------- Selling, general and administrative expenses: ----------- ----------- Salaries and wages $192,149 $248,816 $(56,667) (23%) Bonuses 375,000 209,025 165,975 79% Accounting, legal and professional fees 502,795 294,655 208,140 71% Advertising 50,991 14,096 36,895 262% Commissions to outside sales representatives 101,083 2,764 98,319 3557% Travel 50,797 9,037 41,760 462% Other selling, general and administrative expenses 220,337 125,060 95,277 76% Total selling, general and administrative expenses $1,493,152 $903,453 $589,699 65%
13 Selling, General and Administrative Expenses - Selling, general and administrative expenses increased approximately 54% to $1,394,620 in the six months ended April 30, 2004 from $903,453 in the six months ended April 30, 2003. A description of the major increases follows: (1) Salaries and wages decreased $56,667 or 23% in the six months ended April 30, 2004 as a result of reducing employee base in the first three months of the 2004 year as compared to the first three months of the 2003 year offset by the hiring of new employees in the second three months of the 2004 year to manage the increased sales activity and the employment agreements signed with the two officers of Synosphere, LLC. (2) Bonuses increased $165,975 or 79% in the six months ended April 30, 2004 due to the signing bonuses and quarterly bonuses called for in the employment agreements with the two officers of Synosphere, LLC. (3) Accounting, legal and professional fees increased in the six months ended April 30, 2004 ($502,795) as compared to the six months ended April 30, 2003 ($294,655) due to increased activity with our SEC filings. We do not anticipate this trend to continue. (4) Advertising, travel and commissions increased as we actively market our new products and continue to look for new sales channels and representatives. (5) Other selling, general and administrative expenses includes $98,532 during the six-months related to amortization of the patents and technology of Synosphere. Consulting Fees - We granted options for services to consultants during the six months ended April 30, 2004. We valued the options using the Black-Scholes formula. See discussion of Stock Options above. Cancellation of Principal and Interest - The Company recorded other income of $197,017 related to the cancellation of principal and interest on convertible debentures that were renegotiated and converted during the period. Interest Expense - Interest expense decreased 14% to $141,661 in the six months ended April 30, 2004 from $165,513 in the six months ended April 30, 2003. The decrease is a result of convertible debenture debt instruments being paid in full and no longer accruing interest. 14 Beneficial Interest Expense - We record the excess of the fair value of the stock price at the date of issuance of convertible debentures over the conversion price on the same date as interest expense-beneficial conversion feature. The amount decreased to $0 in 2004 from $985,139 in 2003 due to no debentures being issued in the six months ending April 30, 2004. LIQUIDITY AND CAPITAL RESOURCES As of April 30, 2004, we had an accumulated deficit of $32,542,273 and a working capital deficit of $1,803,104 as compared to a working capital deficit of $5,197,825 at April 30, 2003. The decrease in the deficit is primarily due to approximately $1.4 million in convertible debentures converted into common stock in 2003. We have $1,413,675 of debt payments related to convertible debentures that was due October 31, 2003. Based on discussions with the holders, the balance of these debentures is expected to be converted into common stock in the third quarter. Based on the current stock price, the conversion would result in the issuance of approximately 47 million shares of common stock, or 1.7% of our outstanding shares at April 2004. Cash Flows from Operations - Our cash flow from operations used $1,602,768 in 2004 compared to $467,890 in 2003. Our net loss after adjusting for non-cash items decreased from $744,000 in 2003 to $646,000 in 2004. Our increase of accounts receivable in 2004 is due to increased sales in the 2nd quarter of fiscal 2004. Cash used was primarily due to our ability to purchase inventory, pay overdue accounts payable and accrued wages and expenses based on our proceeds ($1,790,000) from exercise of stock options in this quarter. This accounted for a use of cash amounting to $681,000 in 2004 versus an increase in cash in 2003 amounting to $275,000 due to our poor cash position in 2003 and reduced sales. Based on the initial reception of our new product, the "Virtual Keyboard" (set to be delivered to retailers in third quarter 2004) and the continued success of our Pocket Radio product, we are confident that our cash flows will be positive in 2004. We currently have a backlog of orders totaling $650,000. As with other technology-related products, our success depends on acceptance of our products in the market and introduction of new products. If our products do not continue to receive acceptance in the market, our cash flows can quickly turn negative. Cash Flows from Investing Activities - Cash used for investing activities was $21,296 in 2004 due to cash payments to members of Synosphere, LLC per the acquisition agreement. We had no investing activities in 2003. 15 Cash Flows from Financing Activities - Cash provided by financing activities consisted of $1,790,000 net proceeds from the exercise of stock options and repayments of $59,397 of the loan from a foreign company (Enterprise Capital AG). We may need to raise additional capital through the issuance of common stock options and/or debt, which will be used to expand our infrastructure and acquire additional product lines and complimentary businesses. In January 2004 we entered into an agreement to purchase the assets of Synosphere LLC for 30 million shares of common stock valued at $1.2 million. We currently have no other material commitments for capital expenditures other than the completion of the Synosphere products which is currently estimated at $2.4 million over the next 12 months. Backlog - The Company has received orders for the Virtual Keyboards from national retailers. The Company paid Enterprise Capital AG $400,000 for the keyboards necessary to fulfill these orders. Since January 2004, there have been recurring production delays. Additional inventory which was to flow as a rate that would include fulfilling outstanding orders by the end of June, have not yet been delivered, nor do we have any indication from Enterprise Capital AG when the Virtual Keyboards will be shipped at this time. Enterprise Capital AG's inability to meet agreed upon delivery schedules, even after prepayment of goods, has forced the Company to pursue other venues in an effort to safeguard their existing orders as well as fulfill future orders for the Virtual Keyboard. The Company has made tremendous advances providing product awareness to the Virtual Keyboard technology. As a result of the overwhelming success the Company has experienced in this regard, it is the Company's intent to build a redundant supply chain that will support their ongoing efforts. Spin-off - On October 20, 3003, the Board of Directors approved the spin-off of iBIZ, Inc., a wholly-owned subsidiary of the Company, into a separate public company. The Company proposes to issue without consideration non-restricted shares of common stock in iBIZ, Inc. pro rata to all shareholders of the Company as of September 25, 2003 at the ratio of one share of iBIZ, Inc. for each 500 shares of the Company common stock. The purpose of the spin-off of iBIZ, Inc. is that it will allow management of each business to focus solely on that business. In addition, it should enhance access to financing by allowing the financial community to focus separately on each business. 16 iBIZ Technology Corp. will continue to distribute its product line in North and South America providing sub-licenses for all products to iBIZ, Inc. for worldwide distribution with the exception of North and South America. iBIZ, Inc. and iBIZ Technology Corp. are in the process of negotiating the terms of the license agreements. It is currently planned that iBIZ, Inc. will support iBIZ Technology Corp. in engineering, production, and business development, through synergetic agreements (to be negotiated) using Enterprise Capital and its affiliates infrastructure in Europe and Israel. Current funds available to iBIZ will not be adequate for it to be competitive in the areas in which it intends to operate. iBIZ's continued operations, as well as the implementation of its business plan, therefore will depend upon its ability to raise additional funds through bank borrowings, equity or debt financing. iBIZ estimates that it will need to raise up to approximately $1,000,000 over the next 12 months for these purposes. There is no guarantee that these funding sources, or any others, will be available in the future, or that they will be available on favorable terms. In addition, this funding amount may not be adequate for iBIZ to fully implement its business plan. Thus, the ability of iBIZ to continue as a going concern is dependent on additional sources of capital and the success of iBIZ's business plan. Regardless of whether iBIZ's cash assets prove to be inadequate to meet iBIZ's operational needs, iBIZ might seek to compensate providers of services by issuance of stock in lieu of cash. If funding is insufficient at any time in the future, iBIZ may not be able to take advantage of business opportunities or respond to competitive pressures, any of which could have a negative impact on the business, operating results and financial condition. In addition, if additional shares were issued to obtain financing, current shareholders may suffer a dilutive effect on their percentage of stock ownership in iBIZ. ITEM 3. CONTROLS AND PROCEDURES An evaluation was performed under the supervision and with the participation of our management, including the chief executive officer, or CEO, and chief financial officer, or CFO, of the effectiveness of the design and operation of our disclosure procedures. Based on that evaluation, our management, including the CEO and CFO, concluded that our disclosure controls and procedures were effective as of April 30, 2004. There have been no significant changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS None for the period ending April 30, 2004. 17 ITEM 2. CHANGES IN SECURITIES (c) Recent Sales of Unregistered Securities The securities described below represent securities of iBIZ sold by iBIZ during the six month period ended April 30, 2004, that were not registered under the Securities Act of 1933, as amended (the "Securities Act"), all of which were issued by the Company pursuant to exemptions under the Securities Act. Underwriters were not involved in these transactions. PRIVATE PLACEMENTS OF COMMON STOCK AND WARRANTS FOR CASH In April 2004, IBIZ issued 2,000,000 shares of restricted common stock to a company for public relations services. SALES OF DEBT AND WARRANTS FOR CASH None OPTION GRANTS In March 2004, IBIZ issued an option to purchase up to 151,045,455 shares of common stock to D. Scott Elliott for general business and financial consulting services. ISSUANCES OF STOCK FOR SERVICES OR IN SATISFACTION OF OBLIGATIONS None The above offerings and sales were deemed to be exempt under Regulation D and Section 4(2) of the Securities Act. No advertising or general solicitation was employed in offering the securities. The offerings and sales were made to a limited number of persons, all of whom were business associates of iBiz or executive officers and/or directors of iBiz, and transfer was restricted by iBiz in accordance with the requirements of the Securities Act. ITEM 3. DEFAULTS UPON SENIOR SECURITIES Not Applicable. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS Not Applicable. ITEM 5. OTHER INFORMATION Not Applicable. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits: 31.1 Certification by Chief Executive Officer and Chief Financial Officer pursuant to Sarbanes-Oxley Section 302, provided herewith. 32.1 Certification by Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S. C. Section 1350, provided herewith. (b) Reports on Form 8-K. None. 18 Pursuant to the requirements of Section 12 of the Securities Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned thereunto duly authorized. DATED THIS 21ST DAY OF JUNE 2004 IBIZ TECHNOLOGY CORP. By: /s/ KENNETH W. SCHILLING --------------------------------------- Kenneth W. Schilling, President, and acting principal accounting officer 19