<PAGE> 1
SEC File No. 333-34936, Filed 4/17/2000
U. S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
FORM SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
iBIZ TECHNOLOGY CORP.
(NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)
FLORIDA 7379 86-0933890
(STATE OR JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
ORGANIZATION)
1919 WEST LONE CACTUS DRIVE, PHOENIX, ARIZONA 85021, (623) 492-9200
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(ADDRESS AND TELEPHONE NUMBER OF PRINCIPAL EXECUTIVE OFFICES)
1919 WEST LONE CACTUS DRIVE, PHOENIX, ARIZONA 85021
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(ADDRESS OF PRINCIPAL PLACE OF BUSINESS OR INTENDED PRINCIPAL PLACE OF BUSINESS)
ROBERT L. LANE, LANE & EHRLICH, LTD
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4001 N. THIRD ST., SUITE 400, PHOENIX, ARIZONA 85012-2065 (602) 264-4442
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(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
COPY TO:
STEPHEN R. BOATWRIGHT, ESQ.
DANIEL A. LARSON, ESQ.
GAMMAGE & BURNHAM, PLC
TWO NORTH CENTRAL AVENUE, 18TH FLOOR
PHOENIX, ARIZONA 85004
(602) 256-0566
Approximate date of proposed sale to the public: June 17, 2000
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering.
|_|______________
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.
|_|______________
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.
|_|______________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box.
|_|______________
<PAGE> 2
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------
TITLE OF EACH CLASS OF SECURITIES TO Amount to be Proposed Proposed maximum Amount of
BE REGISTERED registered(1) maximum aggregate registration
offering price offering price fee
per share
-------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common stock, $.001 par value 2,221,616(2) $1.21 (5) $2,688,155 (5) $709.67
-------------------------------------------------------------------------------------------------------------
Common stock, $.001 par value 1,346,250(3) $1.21 (5) $1,628,963 (5) $430.04
-------------------------------------------------------------------------------------------------------------
Common stock, $.001 par value 350,000(4) $1.21 (5) $423,500 (5) $111.80
-------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Represents the shares of common stock being registered for resale by the
selling securityholders.
(2) Pursuant to a registration rights agreement between us and a selling
securityholder, the number of shares represents 200% of the maximum number
of shares which would be issuable as of April 7, 2000 upon conversion of
one of our seven percent convertible debentures. Pursuant to Rule 416, the
shares of common stock offered hereby also include such presently
indeterminate number of shares of common stock as shall be issued by us to
the selling securityholder upon conversion of the debentures. That number
of shares is subject to adjustment under anti-dilution provisions included
in the debentures covering the additional issuance of shares by iBIZ
resulting from stock splits, stock dividends or similar transactions. This
presentation is not intended to constitute a prediction as to the future
market price of the common stock or as to the number of shares of common
stock issuable upon conversion of the debentures.
(3) Pursuant to a registration rights agreement among us and a selling
securityholder, the number of shares includes 200% of the maximum number
of shares which would be issuable as of the date of filing this
registration statement upon exercise of a warrant to purchase 375,000
shares of common stock. Pursuant to Rule 416, the shares of common stock
offered hereby also include such presently indeterminate number of shares
of common stock as shall be issued by us to the selling securityholder
upon exercise of the warrants. That number of shares is subject to
adjustment under anti-dilution provisions included in the warrants
covering the additional issuance of shares by iBIZ resulting from stock
splits, stock dividends or similar transactions. This presentation is not
intended to constitute a prediction as to the future market price of the
common stock or as to the number of shares of common stock issuable upon
exercise of the warrants.
(4) These shares are being registered pursuant to our obligations to the
selling securityholder.
(5) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and (g) of the Securities Act, based on the
average ($1.21) of the bid ($1.16) and asked ($1.25) price on the NASD OTC
Bulletin Board on April 12, 2000.
The registrant hereby amends this registration statement on such
date or dates as may be necessary to delay its effective date until the
registrant shall file a further amendment which specifically states that this
registration statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the registration statement
shall become effective on such date as the Commission, acting pursuant to
Section 8(a), may determine.
<PAGE> 3
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Limitation of Liability and Indemnification Matters. iBIZ's
Articles of Incorporation, as amended, provide to the fullest extent permitted
by Florida law, a director or officer of iBIZ shall not be personally liable to
iBIZ or its shareholders for damages for breach of such director's or officer's
fiduciary duty. The effect of this provision of iBIZ's Articles of
Incorporation, as amended, is to eliminate the right of iBIZ and its
shareholders (through shareholders' derivative suits on behalf of iBIZ) to
recover damages against a director or officer for breach of the fiduciary duty
of care as a director or officer (including breaches resulting from negligent or
grossly negligent behavior), except under certain situations defined by statute.
iBIZ believes that the indemnification provisions in its Articles of
Incorporation, as amended, are necessary to attract and retain qualified persons
as directors and officers.
Insofar as indemnification for liabilities arising under the
Securities Act 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 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The follow table sets forth the estimated costs and expenses
incurred by the selling securityholders in connection with this Offering.
<TABLE>
<S> <C>
SEC Registration Fee $ 1,251.51
Legal Fees and Expenses $22,000
Printing Expenses $5,000
Blue Sky Fees and Expenses $6,000
TOTAL(1) $34,251.51
</TABLE>
1. Except for the SEC registration fee, all fees and expenses are
estimates.
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<PAGE> 4
ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES
iBIZ Technology Corp.
On July 10, 1998, iBIZ issued 3,000,000 shares of common
stock, $.001 par value, at a sales price of $.05 per share totaling $150,000.
iBIZ relied upon Regulation D, Rule 504 promulgated under the Securities Act
with respect to these sales.
Between November 13, 1998 and January 13, 1999, iBIZ issued
540,318 shares of common stock, $.001 par value, at a sales price of $.35 per
share totaling $189,111.30. iBIZ relied upon Regulation D, Rule 506 promulgated
under the Securities Act with respect to these sales.
Effective January 1, 1999, iBIZ entered into a Plan of
Reorganization and Share Exchange Agreement with INVNSYS and the below
referenced individuals. Pursuant to the Reorganization, iBIZ issued 16,000,000
shares of common stock, $.001 par value, in exchange for one hundred percent
(100%) of the outstanding shares of INVNSYS. The shares were allocated as
follows:
<TABLE>
<CAPTION>
NO. OF SHARES
-------------
<S> <C>
Moorea Trust dated December 18, 1991 12,120,000
Terry Ratliff 1,771,200
Mark Perkins 1,771,200
Paul Russo 46,400
Frank Ligammari 33,600
Richard Bielfelt 28,800
Terry Neild 228,800
</TABLE>
The shares issued by iBIZ were issued pursuant to the
exemption provided by Section 4(2) of the Securities Act.
From March 8, 1999 through November 18, 1999, iBIZ issued
1,730,100 shares of common stock, $.001 par value, at a sales price of $.50 per
share and 640,318 shares of common stock, $.001 par value, at a sales price of
$.35 totaling an aggregate of $1,089,161. iBIZ relied upon Regulation D, Rule
506 promulgated under the Securities Act with respect to these sales.
From April 22, 1999 through March 9, 2000, iBIZ issued options
or warrants to purchase an aggregate of 4,375,000 shares of common stock, $.001
par value to employees and various consultants. The exercise price of the
options or warrants is the fair market value on the date of grant, which ranged
from $0.75 to $2.00 per share. iBIZ relied upon either Rule 701 or Section 4(2)
with respect to the granting of these options and warrants.
On June 30, 1999, iBIZ issued Two Hundred Thousand Dollars
($200,000.00) of 8% Convertible Debentures. Upon the effectiveness of iBIZ's
registration statement on Form SB-2, File No. 333-94409, dated January 11, 2000,
as
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<PAGE> 5
amended January 31, 2000, the 8% Debentures automatically converted to 300,000
fully paid and nonassessable shares of common stock, $.001 par value.
Between November 1999 and March 2000 iBIZ issued a series of
three 7% Debentures totaling an aggregate of $3.2 million. In November 1999,
iBIZ issued Six Hundred Thousand Dollars ($600,000.00) of 7% Debentures (the
"$600k 7% Debentures") to Globe United Holdings, Inc. Thereafter, in December
1999, iBIZ issued to Globe an additional One Million Dollars ($1,000,000.00) of
7% Debentures (the "$1000k 7% Debentures). On March 27, 2000, iBIZ issued One
Million Six Hundred Thousand Dollars ($1,600,000.00) of 7% Debentures (the
"$1600k 7% Debentures) to Lites Trading, Co.
On December 6, 1999, Globe converted $200,000 of the $600k 7%
Debentures, plus accrued interest to date, on March 2, 2000, Globe converted
$1,000,000 of the $1000k 7% Debentures, plus accrued interest to date and on
April 14, 2000, Globe converted $50,000 of the $600k 7% Debentures, plus accrued
interest to date. Pursuant to the applicable conversion formula, iBIZ issued
300,962 shares of common stock, 1,292,481 shares of common stock and 88,938
shares of common stock, respectively. Accordingly, as of the date of this
registration statement, Globe's remaining $600k 7% Debentures totaled $350,000,
plus accrued interest.
In connection with the issuance of the $600k 7% Debentures,
iBIZ issued a warrant to purchase 100,000 shares of common stock at a purchase
price of $0.94 per share. The warrant is immediately exercisable and expires
November 9, 2004.
In connection with the issuance of the $1000k 7% Debentures,
iBIZ issued a warrant to purchase 200,000 shares of common stock at a purchase
price of $0.94 per share. The warrant is immediately exercisable and expires
December 28, 2004
In connection with the issuance of the $1600k 7% Debentures,
iBIZ issued a warrant to purchase 375,000 shares of common stock at a purchase
price of $1.45 per share. The warrant is immediately exercisable and expires
March 27, 2004 (collectively the "Warrants).
iBIZ relied upon Regulation D, Rule 506 promulgated under the
Securities Act with respect to the issuance of the 7% Debentures and the
Warrants.
On December 14, 2000, iBIZ issued a warrant to purchase an
aggregate of 75,000 shares of common stock at a purchase price of $1.66 per
share. The warrant is immediately exercisable and expires December 14, 2004.
iBIZ relied upon either Section 4(2) or Regulation D, Rule 506 promulgated under
the Securities Act with respect this warrant.
On January 7, 2000, iBIZ issued 250,000 shares of common
stock, $.001 par value, at a sales price of $1.10 per share for a total amount
of $275,000. iBIZ relied upon Regulation D, Rule 506 promulgated under the
Securities Act with respect this sale.
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<PAGE> 6
On January 10, 2000, iBIZ issued a warrant to purchase an
aggregate of 281,250 shares of common stock at a purchase price of $0.99 per
share. The warrant is immediately exercisable and expires December 29, 2004.
iBIZ relied upon either Section 4(2) or Regulation D, Rule 506 promulgated under
the Securities Act with respect this warrant.
On March 27, 2000, iBIZ issued a warrant to purchase an
aggregate of 240,000 shares of common stock at a purchase price of $2.05 per
share. The warrant is immediately exercisable and expires March 27, 2005. iBIZ
relied upon either Section 4(2) or Regulation D, Rule 506 promulgated under the
Securities Act with respect this warrant.
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<PAGE> 7
ITEM 27. EXHIBITS
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<S> <C>
2.01(1) Plan of Reorganization and Stock Exchange Agreement dated January 1, 1999
3.01(1) Articles of Incorporation, as amended 3.02(1) Bylaws
5.04(6) Opinion of Gammage & Burnham, P.L.C.
10.01(1) Citrix Business Alliance Membership Agreement dated
February 10, 1999, between INVNSYS and Citrix Systems, Inc.
10.02(1) Client Software License Agreement dated December 30, 1998, between INVNSYS and Citrix
Systems, Inc.
10.03(1) iBIZ Technology Corporation Distributed Software License Agreement dated June 2, 1999,
between iBIZ and Jeremy Radlow
10.04(1) 3Com Designed for Palm Computing Platform Logo License Agreement, between iBIZ and
Palm Computing, Inc.
10.05(1) IBIZ Technology Corp. Stock Option Plan dated January 31, 1999
10.06(1) Form of Stock Option 10.07(1) Lease Agreement dated June 1, 1999,
between iBIZ and Lone Cactus Capital Group, L.L.C. 10.08(1) Strategic
Teaming and Marketing Agreement dated February 18, 1999, between iBIZ and
Global Telephone Communication, Inc.
10.09(1) Form of iBIZ Technology Corp. Common Stock Purchase Warrant
10.10(1) Form of iBIZ Technology Corp. Convertible Debenture
10.11(1) Employment Agreement dated March 5, 1999, as amended, between iBIZ, INVNSYS and
Kenneth Schilling
10.12(1) Employment Agreement dated March 5, 1999, as amended,
between iBIZ, INVNSYS and Terry Ratliff
10.13(1) Employment Agreement dated March 5, 1999, as amended,
between iBIZ, INVNSYS and Mark Perkins
10.14(2) Securities Purchase Agreement dated November 9, 1999, between iBIZ and Globe United
Holdings, Inc.
10.15(2) 7% Convertible Debenture Due November 9, 2004, between iBIZ and Globe United Holdings,
Inc.
10.16(2) Warrant dated November 9, 1999
10.17(2) Registration Rights Agreement dated November 9, 1999, between iBIZ and Globe United
Holdings, Inc.
10.18.(3) Securities Purchase Agreement dated December 29, 1999, between iBIZ and Globe United
Holdings, Inc.
10.19.(3) 7% Convertible Debenture Due December 29, 2004, between iBIZ and Globe United
Holdings, Inc.
10.20(3) Warrant dated December 29, 1999
</TABLE>
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<PAGE> 8
<TABLE>
<S> <C>
10.21(3) Registration Rights Agreement dated December 29, 1999, between iBIZ and Globe United
Holdings, Inc.
10.22(3) Subscription Agreement for Common Stock of iBIZ Technology Corp.
10.23(4) Master Distribution Agreement dated January 12, 2000, between iBIZ and Harsper Co. Ltd.
10.24(5) Letter Agreement dated December 14, 1999, between iBIZ and Josephthal & Co., Inc.
10.25(5) Financial Project Management Agreement dated January 20, 2000, between iBIZ and
Equinet, Inc.
10.26(6) Securities Purchase Agreement dated March 27, 2000, between iBIZ and Lites Trading, Co.
10.27(6) 7% Convertible Debenture Due March 27, 2000, between iBIZ and Lites Trading, Co.
10.28(6) Warrant dated March 27, 2000
10.29(6) Registration Rights Agreement dated March 27, 2000, between iBIZ and Lites Trading, Co.
10.306 Letter Agreement dated March 27, 2000, from Globe United Holdings to iBIZ
21.01(1) Subsidiaries of Registrant
23.02(6) Consent of Moffitt & Company
27.02(4,5) Financial Data Schedule
99.01(6) Press Release dated January 12, 2001
</TABLE>
---------------
1. Incorporated by reference from iBIZ's Form 10-SB, File No. 027619,
filed with the SEC on October 13, 1999.
2. Incorporated by reference from iBIZ's Form 10-SB/A, File No. 027619,
filed with the SEC on December 1, 1999.
3. Incorporated by reference from iBIZ's Form SB-2, File No. 333-94409,
filed with the SEC on January 11, 2000.
4. Incorporated by reference from iBIZ's Form 10-KSB, File No. 027619,
filed with the SEC on January 27, 2000.
5. Incorporated by reference from iBIZ's Form 10-QSB, File No. 027619,
filed with the SEC on March 16, 2000.
6. Filed herewith.
ITEM 28. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made of the securities registered hereby, a post-effective amendment to
this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act;
(ii) reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in the
information set forth in this Registration Statement; and
(iii) include any additional or changed material information
on the plan of distribution.
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<PAGE> 9
(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) Insofar as indemnification for liabilities arising under 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.
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<PAGE> 10
SIGNATURES
In accordance with 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 of filing on Form SB-2 and authorized this
registration statement to be signed on its behalf by the undersigned, in the
City of Phoenix, State of Arizona on January 19, 2001.
iBIZ Technology Corp.,
a Florida Corporation
By: /s/ Kenneth W. Schilling
-------------------------------
Kenneth W. Schilling, President,
Director
By: /s/ Terry S. Ratliff
-------------------------------
Terry S. Ratliff, Vice President,
Comptroller, Director
By: /s/ Mark H. Perkins
-------------------------------
Mark H. Perkins, Vice President of
Operations, Director
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<PAGE> 11
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<S> <C>
2.01(1) Plan of Reorganization and Stock Exchange Agreement dated January 1, 1999
3.01(1) Articles of Incorporation, as amended 3.02(1) Bylaws
5.04(6) Opinion of Gammage & Burnham, P.L.C.
10.01(1) Citrix Business Alliance Membership Agreement dated
February 10, 1999, between INVNSYS and Citrix Systems, Inc.
10.02(1) Client Software License Agreement dated December 30, 1998, between INVNSYS and Citrix
Systems, Inc.
10.03(1) iBIZ Technology Corporation Distributed Software License Agreement dated June 2, 1999,
between iBIZ and Jeremy Radlow
10.04(1) 3Com Designed for Palm Computing Platform Logo License Agreement, between iBIZ and
Palm Computing, Inc.
10.05(1) iBIZ Technology Corp. Stock Option Plan dated January 31, 1999
10.06(1) Form of Stock Option 10.07(1) Lease Agreement dated June 1, 1999,
between iBIZ and Lone Cactus Capital Group, L.L.C. 10.08(1) Strategic
Teaming and Marketing Agreement dated February 18, 1999, between iBIZ and
Global Telephone Communication, Inc.
10.09(1) Form of iBIZ Technology Corp. Common Stock Purchase Warrant
10.10(1) Form of iBIZ Technology Corp. Convertible Debenture
10.11(1) Employment Agreement dated March 5, 1999, as amended, between iBIZ, INVNSYS and
Kenneth Schilling
10.12(1) Employment Agreement dated March 5, 1999, as amended,
between iBIZ, INVNSYS and Terry Ratliff
10.13(1) Employment Agreement dated March 5, 1999, as amended,
between iBIZ, INVNSYS and Mark Perkins
10.14(2) Securities Purchase Agreement dated November 9, 1999, between iBIZ and Globe United
Holdings, Inc.
10.15(2) 7% Convertible Debenture Due November 9, 2004, between iBIZ and Globe United Holdings,
Inc.
10.16(2) Warrant dated November 9, 1999
10.17(2) Registration Rights Agreement dated November 9, 1999, between iBIZ and Globe United
Holdings, Inc.
10.18.(3) Securities Purchase Agreement dated December 29, 1999, between iBIZ and Globe United
Holdings, Inc.
10.19.(3) 7% Convertible Debenture Due December 29, 2004, between iBIZ and Globe United
Holdings, Inc.
10.20(3) Warrant dated December 29, 1999
10.21(3) Registration Rights Agreement dated December 29, 1999, between iBIZ and Globe United
Holdings, Inc.
10.22(3) Subscription Agreement for Common Stock of iBIZ Technology Corp.
</TABLE>
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<PAGE> 12
<TABLE>
<S> <C>
10.23(4) Master Distribution Agreement dated January 12, 2000, between iBIZ and Harsper Co. Ltd.
10.24(5) Letter Agreement dated December 14, 1999, between iBIZ and Josephthal & Co., Inc.
10.25(5) Financial Project Management Agreement dated January 20, 2000, between iBIZ and
Equinet, Inc.
10.26(6) Securities Purchase Agreement dated March 27,2000, between iBIZ and
Lites Trading, Co.
10.27(6) 7% Convertible Debenture Due Mach 27, 2000, between iBIZ and Lites Trading, Co.
10.28(6) Warrant dated March 27, 2000
10.29(6) Registration Rights Agreement dated March 27, 2000, between iBIZ and Lites Trading, Co.
10.30(6) Letter Agreement dated March 27, 2000 from Globe United Holdings to iBIZ
21.01(1) Subsidiaries of Registrant
23.02(6) Consent of Moffitt & Company
27.02(4,5) Financial Data Schedule
99.01(6) Press Release dated January 12, 2001
</TABLE>
---------------
1. Incorporated by reference from iBIZ's Form 10-SB, File No. 027619,
filed with the SEC on October 13, 1999.
2. Incorporated by reference from iBIZ's Form 10-SB/A, File No. 027619,
filed with the SEC on December 1, 1999.
3. Incorporated by reference from iBIZ's Form SB-2, File No. 333-94409,
filed with the SEC on January 11, 2000.
4. Incorporated by reference from iBIZ's Form 10-KSB, File No. 027619,
filed with the SEC on January 27, 2000.
5. Incorporated by reference from iBIZ's Form 10-QSB, File No. 027619,
filed with the SEC on March 16, 2000.
6. Filed herewith.
II-10
