U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                             IBIZ TECHNOLOGY CORP.
             ------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)

             Florida                               86-0933890
       ------------------------                 ------------------------
       (State of Incorporation)                 (I.R.S. Employer ID No.)

                  2238 West Lone Cactus, Phoenix, Arizona 85027
                  ---------------------------------------------
                    (Address of principal executive offices)

           Non-Employee Directors and Consultants Retainer Stock Plan
           ----------------------------------------------------------
                            (Full title of the Plan)

                         Kenneth W. Schilling, President
                              IBIZ Technology Corp.
                     2238 West Lone Cactus Drive, Suite 200
                             Phoenix, Arizona 85021
                      (623) 492-9200 . (Name, address, and
                     telephone number of agent for service)

                                 With a copy to:

               Brian F. Faulkner, A Professional Law Corporation,
                         27127 Calle Arroyo, Suite 1923,
                      San Juan Capistrano, California 92675
                                 (949) 240-1361

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
 Title of Securities to       Amount to be          Proposed Maximum      Proposed Aggregate          Amount of
     be Registered             Registered          Offering Price Per       Offering Price        Registration Fee
                                 Share
------------------------- ---------------------- ----------------------- ---------------------- ----------------------

<S>                            <C>                     <C>                      <C>                     <C>
      Common Stock             50,000,000              $0.001 (1)               $50,000                 $4.60
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
</TABLE>


(1) This offering price per share is calculated under Rule 457(h)(1) pursuant to
the deemed  issuance price as set forth in this plan (see Exhibit 4 to this Form
S-8).



<PAGE>



                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.  PLAN INFORMATION.

         See Item 2 below.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

         The documents  containing the information  specified in Part I, Items 1
and 2 will be delivered to each of the  participants in accordance with Form S-8
and Rule 428  promulgated  under the Securities  Act of 1933.  The  participants
shall be provided a written  statement  notifying them that upon written or oral
request they will be provided, without charge, (a) the documents incorporated by
reference  in Item 3 of Part II of the  registration  statement,  and (b)  other
documents  required to be delivered  pursuant to Rule 428(b). The statement will
inform the  participants  that these documents are  incorporated by reference in
the Section 10(a)  prospectus,  and shall  include the address  (giving title or
department) and telephone number to which the request is to be directed.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following are hereby incorporated by reference:

         (a) The Registrant's latest annual report on Form 10-KSB for the fiscal
         year ended October 31, 2002, filed on February 13, 2003.

         (b) All other reports  filed  pursuant to Section 13(a) or 15(d) of the
         Exchange Act since the end of the fiscal year covered by the  financial
         statements contained in the Form 10-KSB referred to in (a) above, which
         consist of a Form  10-QSB  filed on March 14,  2003,  and a Form 10-QSB
         filed on June 16, 2003.

         (c) A description of the securities of the Registrant is contained in a
         Form SB-2 filed on March 14, 2003.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14, and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold,  shall
be deemed to be incorporated by reference in the  registration  statement and to
be part thereof from the date of filing of such documents.




                                       2
<PAGE>



ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL.

         Other than as set forth below,  no named expert or counsel was hired on
a  contingent  basis,  will  receive a direct or indirect  interest in the small
business  issuer,  or was a promoter,  underwriter,  voting  trustee,  director,
officer, or employee of the Registrant.

         Brian F. Faulkner,  A  Professional  Law  Corporation,  counsel for the
Registrant  as  giving  an  opinion  on the  validity  of the  securities  being
registered,   will  be  receiving  5,000,000  shares  of  common  stock  of  the
Registrant.  These shares will be paid pursuant to the Registrant's Non-Employee
Directors and  Consultants  Retainer  Stock Plan under this Form S-8 in exchange
for  legal  services  previously   rendered,   or  to  be  rendered,   under  an
attorney-client contract. These legal services consist of advice and preparation
work in connection with reports of the Registrant under the Securities  Exchange
Act of 1934, and other general corporate and securities work for the company.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

LIMITATION OF LIABILITY.

(a)      ARTICLES OF INCORPORATION AND BYLAWS.

         The articles of incorporation  of the Registrant  contain the following
provisions with respect to liability of directors and officers:

         "To the fullest extent  permitted by law, no director or officer of the
Corporation  shall be personally  liable to the Corporation or its  shareholders
for damages for breach of any duty owed to the Corporation or its  shareholders.
In  addition,  the  Corporation  shall have the power,  in its By-Laws or in any
resolution  of its  stockholders  or  directors,  to undertake to indemnify  the
officers and directors of this  corporation  against any contingency or peril as
may be  determined  to be in the  best  interests  of this  corporation,  and in
conjunction therewith,  to procure, at this corporation's  expense,  policies of
insurance."

(b)      FLORIDA STATUTES.

"FLORIDA STATUTE 607.0831  LIABILITY OF DIRECTORS.

         (1) A director is not  personally  liable for  monetary  damages to the
corporation or any other person for any statement, vote, decision, or failure to
act, regarding corporate management or policy, by a director, unless:

         (a) The  director  breached or failed to perform his or her duties as a
         director; and


                                       3
<PAGE>

         (b) The  director's  breach  of, or failure to  perform,  those  duties
         constitutes:

                  1. A violation  of the criminal  law,  unless the director had
                  reasonable  cause to believe  his or her conduct was lawful or
                  had no  reasonable  cause to believe  his or her  conduct  was
                  unlawful.  A judgment  or other final  adjudication  against a
                  director in any  criminal  proceeding  for a violation  of the
                  criminal law estops that  director  from  contesting  the fact
                  that his or her breach,  or failure to perform,  constitutes a
                  violation of the criminal law; but does not estop the director
                  from  establishing  that he or she  had  reasonable  cause  to
                  believe  that  his  or  her  conduct  was  lawful  or  had  no
                  reasonable  cause  to  believe  that  his or her  conduct  was
                  unlawful;

                  2. A transaction  from which the director  derived an improper
                  personal benefit, either directly or indirectly;

                  3. A  circumstance  under which the  liability  provisions  of
                  section 607.0834 are applicable;

                  4. In a proceeding  by or in the right of the  corporation  to
                  procure  a  judgment  in its  favor or by or in the right of a
                  shareholder,  conscious disregard for the best interest of the
                  corporation, or willful misconduct; or

                  5. In a  proceeding  by or in the right of someone  other than
                  the  corporation or a shareholder,  recklessness  or an act or
                  omission  which was  committed in bad faith or with  malicious
                  purpose or in a manner exhibiting wanton and willful disregard
                  of human rights, safety, or property.

         (2) For the purposes of this section, the term "recklessness" means the
action, or omission to act, in conscious disregard of a risk:

         (a)  Known,  or so  obvious  that it  should  have been  known,  to the
         director; and

         (b) Known to the  director,  or so  obvious  that it  should  have been
         known,  to be so great as to make it highly  probable  that harm  would
         follow from such action or omission.

         (3) A director  is deemed  not to have  derived  an  improper  personal
benefit from any  transaction if the  transaction and the nature of any personal
benefit  derived by the director are not  prohibited  by state or federal law or
regulation and, without further limitation:

         (a) In an action other than a derivative  suit  regarding a decision by
         the director to approve,  reject, or otherwise affect the outcome of an
         offer  to  purchase  the  stock  of,  or to  effect a  merger  of,  the
         corporation,  the transaction  and the nature of any personal  benefits
         derived by a director are disclosed or known to all directors voting on
         the matter, and the transaction was authorized,  approved,  or ratified
         by at least two directors who comprise a majority of the  disinterested
         directors  (whether or not such  disinterested  directors  constitute a
         quorum);

         (b) The transaction and the nature of any personal  benefits derived by
                                       4
<PAGE>
         a director are disclosed or known to the shareholders entitled to vote,
         and the  transaction  was  authorized,  approved,  or  ratified  by the
         affirmative  vote or written  consent of such  shareholders  who hold a
         majority  of the  shares,  the  voting  of which is not  controlled  by
         directors  who  derived a  personal  benefit  from or  otherwise  had a
         personal interest in the transaction; or

         (c) The  transaction  was fair and reasonable to the corporation at the
         time it was authorized by the board, a committee,  or the shareholders,
         notwithstanding that a director received a personal benefit.

         (4) The circumstances set forth in subsection (3) are not exclusive and
do not preclude the existence of other circumstances under which a director will
be deemed not to have derived an improper benefit."

INDEMNIFICATION.

(a)      ARTICLES OF INCORPORATION AND BYLAWS.

         The articles of incorporation  of the Registrant  contain the following
provisions with respect to indemnification:

         "This  corporation  shall  have the  power,  in its  By-Laws  or in any
resolution  of its  stockholders  or  directors,  to undertake to indemnify  the
officers and directors of this  corporation  against any contingency or peril as
may be  determined  to be in the  best  interests  of this  corporation,  and in
conjunction therewith,  to procure, at this corporation's  expense,  policies of
insurance."

(b)      FLORIDA STATUTES.

"FLORIDA STATUTE 607.0850 INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES, AND
AGENTS.

         (1) A  corporation  shall have power to indemnify any person who was or
is a party to any  proceeding  (other than an action by, or in the right of, the
corporation),  by  reason  of the  fact  that  he or  she is or was a  director,
officer,  employee,  or agent of the  corporation  or is or was  serving  at the
request of the corporation as a director, officer, employee, or agent of another
corporation,  partnership,  joint venture,  trust, or other  enterprise  against
liability  incurred in  connection  with such  proceeding,  including any appeal
thereof,  if he or she acted in good faith and in a manner he or she  reasonably
believed to be in, or not opposed to, the best interests of the corporation and,
with respect to any criminal  action or proceeding,  had no reasonable  cause to
believe his or her conduct was unlawful.  The  termination  of any proceeding by
judgment,  order, settlement, or conviction or upon a plea of nolo contendere or
its equivalent  shall not, of itself,  create a presumption  that the person did
not act in good faith and in a manner which he or she reasonably  believed to be
in, or not opposed to, the best interests of the corporation or, with respect to
any criminal action or proceeding,  had reasonable  cause to believe that his or
her conduct was unlawful.

         (2) A corporation shall have power to indemnify any person,  who was or
is a party to any proceeding by or in the right of the corporation to



                                       5
<PAGE>

procure a judgment  in its favor by reason of the fact that the person is or was
a director,  officer, employee, or agent of the corporation or is or was serving
at the request of the corporation as a director,  officer, employee, or agent of
another  corporation,  partnership,  joint venture,  trust, or other enterprise,
against  expenses and amounts paid in settlement not exceeding,  in the judgment
of the board of directors, the estimated expense of litigating the proceeding to
conclusion,  actually and reasonably  incurred in connection with the defense or
settlement   of  such   proceeding,   including   any   appeal   thereof.   Such
indemnification  shall be authorized if such person acted in good faith and in a
manner he or she  reasonably  believed  to be in, or not  opposed  to,  the best
interests of the corporation, except that no indemnification shall be made under
this  subsection  in  respect of any  claim,  issue,  or matter as to which such
person  shall have been  adjudged  to be liable  unless,  and only to the extent
that,  the court in which such  proceeding  was  brought,  or any other court of
competent  jurisdiction,  shall  determine upon  application  that,  despite the
adjudication  of liability but in view of all  circumstances  of the case,  such
person is fairly and  reasonably  entitled to indemnity for such expenses  which
such court shall deem proper.

         (3) To the extent that a  director,  officer,  employee,  or agent of a
corporation  has been  successful  on the merits or  otherwise in defense of any
proceeding referred to in subsection (1) or subsection (2), or in defense of any
claim, issue, or matter therein, he or she shall be indemnified against expenses
actually and reasonably incurred by him or her in connection therewith.

         (4) Any indemnification  under subsection (1) or subsection (2), unless
pursuant to a determination by a court, shall be made by the corporation only as
authorized in the specific case upon a determination that indemnification of the
director,  officer, employee, or agent is proper in the circumstances because he
or she has met the applicable standard of conduct set forth in subsection (1) or
subsection (2). Such determination shall be made:

         (a) By the board of directors by a majority vote of a quorum consisting
         of directors who were not parties to such proceeding;

         (b) If such a quorum  is not  obtainable  or,  even if  obtainable,  by
         majority vote of a committee duly  designated by the board of directors
         (in which directors who are parties may participate)  consisting solely
         of two or more directors not at the time parties to the proceeding;

         (c) By independent legal counsel:

                  1. Selected by the board of directors  prescribed in paragraph
                  (a) or the committee prescribed in paragraph (b); or

                  2.  If a  quorum  of the  directors  cannot  be  obtained  for
                  paragraph  (a) and the committee  cannot be  designated  under
                  paragraph (b),  selected by majority vote of the full board of
                  directors   (in   which   directors   who  are   parties   may
                  participate); or

                                       6
<PAGE>

         (d) By the  shareholders  by a majority vote of a quorum  consisting of
         shareholders  who were not  parties to such  proceeding  or, if no such
         quorum is obtainable,  by a majority vote of shareholders  who were not
         parties to such proceeding.

         (5) Evaluation of the  reasonableness  of expenses and authorization of
indemnification  shall  be made in the same  manner  as the  determination  that
indemnification is permissible.  However, if the determination of permissibility
is made by independent  legal  counsel,  persons  specified by paragraph  (4)(c)
shall evaluate the reasonableness of expenses and may authorize indemnification.

         (6) Expenses incurred by an officer or director in defending a civil or
criminal  proceeding  may be paid by the  corporation  in  advance  of the final
disposition of such proceeding upon receipt of an undertaking by or on behalf of
such director or officer to repay such amount if he or she is  ultimately  found
not to be  entitled  to  indemnification  by the  corporation  pursuant  to this
section.  Expenses incurred by other employees and agents may be paid in advance
upon such terms or conditions that the board of directors deems appropriate.

         (7) The  indemnification  and advancement of expenses provided pursuant
to this  section  are not  exclusive,  and a  corporation  may make any other or
further  indemnification  or  advancement  of expenses of any of its  directors,
officers, employees, or agents, under any bylaw, agreement, vote of shareholders
or  disinterested  directors,  or  otherwise,  both as to  action  in his or her
official  capacity  and as to action in  another  capacity  while  holding  such
office. However, indemnification or advancement of expenses shall not be made to
or on behalf of any director, officer, employee, or agent if a judgment or other
final  adjudication  establishes  that his or her actions,  or omissions to act,
were material to the cause of action so adjudicated and constitute:

         (a) A violation  of the criminal  law,  unless the  director,  officer,
         employee,  or agent had reasonable  cause to believe his or her conduct
         was lawful or had no reasonable cause to believe his or her conduct was
         unlawful;

         (b) A transaction from which the director,  officer, employee, or agent
         derived an improper personal benefit;

         (c) In the case of a director, a circumstance under which the liability
         provisions of section 607.0834 are applicable; or

         (d) Willful misconduct or a conscious  disregard for the best interests
         of  the  corporation  in a  proceeding  by  or  in  the  right  of  the
         corporation to procure a judgment in its favor or in a proceeding by or
         in the right of a shareholder.

         (8)  Indemnification  and  advancement  of expenses as provided in this
section  shall  continue  as,  unless  otherwise  provided  when  authorized  or
ratified,  to a person who has ceased to be a director,  officer,  employee,  or
agent and shall inure to the benefit of the heirs, executors, and administrators
of such a person, unless otherwise provided when authorized or ratified.

         (9)  Unless  the  corporation's   articles  of  incorporation   provide
otherwise,   notwithstanding   the   failure   of  a   corporation   to  provide
indemnification,  and despite any contrary  determination of the board or of the
shareholders in the specific case, a director,  officer,  employee,  or agent of


                                       7
<PAGE>

the  corporation  who  is  or  was  a  party  to  a  proceeding  may  apply  for
indemnification or advancement of expenses, or both, to the court conducting the
proceeding, to the circuit court, or to another court of competent jurisdiction.
On  receipt  of an  application,  the court,  after  giving  any notice  that it
considers  necessary,  may order  indemnification  and  advancement of expenses,
including  expenses  incurred  in  seeking   court-ordered   indemnification  or
advancement of expenses, if it determines that:

         (a) The director,  officer, employee, or agent is entitled to mandatory
         indemnification  under  subsection  (3),  in which case the court shall
         also order the  corporation  to pay the  director  reasonable  expenses
         incurred in obtaining  court-ordered  indemnification or advancement of
         expenses;

         (b)  The  director,   officer,   employee,  or  agent  is  entitled  to
         indemnification  or advancement of expenses,  or both, by virtue of the
         exercise by the corporation of its power pursuant to subsection (7); or


         (c) The director,  officer, employee, or agent is fairly and reasonably
         entitled to  indemnification  or advancement  of expenses,  or both, in
         view of all the  relevant  circumstances,  regardless  of whether  such
         person  met the  standard  of  conduct  set  forth in  subsection  (1),
         subsection (2), or subsection (7).

         (10) For purposes of this section, the term "corporation"  includes, in
addition to the resulting  corporation,  any constituent  corporation (including
any constituent of a constituent) absorbed in a consolidation or merger, so that
any  person  who  is  or  was a  director,  officer,  employee,  or  agent  of a
constituent  corporation,  or is or was serving at the request of a  constituent
corporation as a director,  officer,  employee, or agent of another corporation,
partnership,  joint venture, trust, or other enterprise, is in the same position
under this section with respect to the resulting or surviving  corporation as he
or she would have with respect to such  constituent  corporation if its separate
existence had continued.

         (11) For purposes of this section:

         (a) The term "other enterprises" includes employee benefit plans;

         (b) The term  "expenses"  includes  counsel fees,  including  those for
         appeal;

         (c)  The  term  "liability"  includes  obligations  to pay a  judgment,
         settlement,  penalty,  fine  (including  an excise  tax  assessed  with
         respect to any  employee  benefit  plan),  and  expenses  actually  and
         reasonably incurred with respect to a proceeding;

         (d)  The  term  "proceeding"  includes  any  threatened,   pending,  or
         completed  action,  suit, or other type of  proceeding,  whether civil,
         criminal,  administrative,  or  investigative  and  whether  formal  or
         informal;

         (e) The term "agent" includes a volunteer;


                                       8
<PAGE>

         (f) The term "serving at the request of the  corporation"  includes any
         service as a director,  officer,  employee, or agent of the corporation
         that imposes duties on such persons,  including  duties  relating to an
         employee benefit plan and its participants or beneficiaries; and

         (g) The term "not  opposed  to the best  interest  of the  corporation"
         describes  the  actions  of a person  who acts in good  faith  and in a
         manner he or she reasonably believes to be in the best interests of the
         participants and beneficiaries of an employee benefit plan.

         (12) A corporation shall have power to purchase and maintain  insurance
on behalf of any person who is or was a director, officer, employee, or agent of
the  corporation  or is or was  serving at the request of the  corporation  as a
director, officer, employee, or agent of another corporation, partnership, joint
venture,  trust, or other enterprise  against any liability asserted against the
person and incurred by him or her in any such  capacity or arising out of his or
her  status as such,  whether  or not the  corporation  would  have the power to
indemnify  the  person  against  such  liability  under the  provisions  of this
section."

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8. EXHIBITS.

         The  Exhibits  required  by Item 601 of  Regulation  S-B,  and an index
thereto, are attached.

ITEM 9. UNDERTAKINGS.

The undersigned Registrant hereby undertakes:

         (a)      (1) To file,  during any period in which  offers or  sales are
         being made, a post-effective amendment to this registration statement:

                           (iii)  To  include  any  material   information  with
                  respect to the plan of distribution  not previously  disclosed
                  in the  registration  statement or any material change to such
                  information in the registration statement;

                  (2) That, for the purpose of determining  any liability  under
         the Securities Act of 1933, each such post-effective amendment shall be
         deemed to be a new  registration  statement  relating to the securities
         offered therein, and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof.

                  (3) To remove from  registration by means of a  post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

         (b)  That,  for  purposes  of  determining   any  liability  under  the
Securities Act of 1933, each filing of the  Registrant's  annual report pursuant


                                       9
<PAGE>

to section 13(a) or section 15(d) of the  Securities  Exchange Act of 1934 (and,
where  applicable,  each  filing of an employee  benefit  plan's  annual  report
pursuant  to  section  15(d) of the  Securities  Exchange  Act of 1934)  that is
incorporated by reference in the registration  statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (e) To deliver or cause to be delivered  with the  prospectus,  to each
person to whom the  prospectus  is sent or given,  the latest  annual  report to
security  holders  that is  incorporated  by  reference  in the  prospectus  and
furnished  pursuant to and meeting the  requirements of Rule 14a-3 or Rule 14c-3
under  the  Securities  Exchange  Act of  1934;  and,  where  interim  financial
information  required to be presented by Article 3 of Regulation S-X are not set
forth in the prospectus,  to deliver, or cause to be delivered to each person to
whom the  prospectus  is sent or given,  the  latest  quarterly  report  that is
specifically incorporated by reference in the prospectus to provide such interim
financial information

         (h) That insofar as indemnification  for liabilities  arising under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the Registrant  pursuant to the foregoing  provisions,  or otherwise,
the  Registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
Registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  Registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.




                                       10
<PAGE>



                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the Company
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorize, in the City of Phoenix, State of Arizona, on July 24, 2003.

                                        IBIZ TECHNOLOGY CORP.


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


                            SPECIAL POWER OF ATTORNEY

         The undersigned  constitute and appoint Kenneth W. Schilling their true
and lawful  attorney-in-fact and agent with full power of substitution,  for him
and in his name,  place,  and stead, in any and all capacities,  to sign any and
all  amendments,   including  post-effective   amendments,   to  this  Form  S-8
Registration Statement,  and to file the same with all exhibits thereto, and all
documents  in  connection  therewith,  with the  U.S.  Securities  and  Exchange
Commission,  granting such  attorney-in-fact  the full power and authority to do
and perform each and every act and thing  requisite  and necessary to be done in
and about the premises,  as fully and to all intents and purposes as he might or
could  do  in  person,   hereby   ratifying   and   confirming   all  that  such
attorney-in-fact may lawfully do or cause to be done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated:


         Signature                             Title                   Date
-------------------------- -------------------------------------- --------------


/s/ Kenneth W. Schilling   President (acting principal financial  July 24, 2003
------------------------   and accounting officer)/Director
Kenneth W. Schilling


/s/ Mark H. Perkins        Executive Vice President of            July 24, 2003
-------------------        Operations/Director
Mark H. Perkins




<PAGE>



                                  EXHIBIT INDEX

Number                              Description

4                 Non-Employee Directors and Consultants Retainer Stock Plan,
                  dated July 18, 2003 (see below).

5                 Opinion Re: Legality (see below).

23.1              Consent of Accountants (see below).

23.2              Consent of Accountants (see below).

23.3              Consent of Counsel (see below).

24                Special Power of Attorney (see signature page).
[{"type": "S-8", "sequence": "1", "filename": "ibiz_s8.txt", "secsgml_size_bytes": 32648}]
{"company-data": {"conformed-name": "IBIZ TECHNOLOGY CORP", "cik": "0001079893", "assigned-sic": "3575", "irs-number": "860933890", "state-of-incorporation": "FL", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-107319", "film-number": "03801659"}, "business-address": {"street1": "1919 WEST LONE CACTUS", "city": "PHOENIX", "state": "AZ", "zip": "85201", "phone": "6239200"}, "mail-address": {"street1": "1919 WEST LONE CACTUS", "city": "PHOENIX", "state": "AZ", "zip": "85201"}}
U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                             IBIZ TECHNOLOGY CORP.
             ------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)

             Florida                               86-0933890
       ------------------------                 ------------------------
       (State of Incorporation)                 (I.R.S. Employer ID No.)

                  2238 West Lone Cactus, Phoenix, Arizona 85027
                  ---------------------------------------------
                    (Address of principal executive offices)

           Non-Employee Directors and Consultants Retainer Stock Plan
           ----------------------------------------------------------
                            (Full title of the Plan)

                         Kenneth W. Schilling, President
                              IBIZ Technology Corp.
                     2238 West Lone Cactus Drive, Suite 200
                             Phoenix, Arizona 85021
                      (623) 492-9200 . (Name, address, and
                     telephone number of agent for service)

                                 With a copy to:

               Brian F. Faulkner, A Professional Law Corporation,
                         27127 Calle Arroyo, Suite 1923,
                      San Juan Capistrano, California 92675
                                 (949) 240-1361

                         CALCULATION OF REGISTRATION FEE
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
 Title of Securities to       Amount to be          Proposed Maximum      Proposed Aggregate          Amount of
     be Registered             Registered          Offering Price Per       Offering Price        Registration Fee
                                 Share
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Common Stock             50,000,000              $0.001 (1)               $50,000                 $4.60
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
(1) This offering price per share is calculated under Rule 457(h)(1) pursuant to
the deemed  issuance price as set forth in this plan (see Exhibit 4 to this Form
S-8).
PART I
              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.  PLAN INFORMATION.

         See Item 2 below.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

         The documents  containing the information  specified in Part I, Items 1
and 2 will be delivered to each of the  participants in accordance with Form S-8
and Rule 428  promulgated  under the Securities  Act of 1933.  The  participants
shall be provided a written  statement  notifying them that upon written or oral
request they will be provided, without charge, (a) the documents incorporated by
reference  in Item 3 of Part II of the  registration  statement,  and (b)  other
documents  required to be delivered  pursuant to Rule 428(b). The statement will
inform the  participants  that these documents are  incorporated by reference in
the Section 10(a)  prospectus,  and shall  include the address  (giving title or
department) and telephone number to which the request is to be directed.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following are hereby incorporated by reference:

         (a) The Registrant's latest annual report on Form 10-KSB for the fiscal
         year ended October 31, 2002, filed on February 13, 2003.

         (b) All other reports  filed  pursuant to Section 13(a) or 15(d) of the
         Exchange Act since the end of the fiscal year covered by the  financial
         statements contained in the Form 10-KSB referred to in (a) above, which
         consist of a Form  10-QSB  filed on March 14,  2003,  and a Form 10-QSB
         filed on June 16, 2003.

         (c) A description of the securities of the Registrant is contained in a
         Form SB-2 filed on March 14, 2003.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14, and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold,  shall
be deemed to be incorporated by reference in the  registration  statement and to
be part thereof from the date of filing of such documents.

                                       2
ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL.

         Other than as set forth below,  no named expert or counsel was hired on
a  contingent  basis,  will  receive a direct or indirect  interest in the small
business  issuer,  or was a promoter,  underwriter,  voting  trustee,  director,
officer, or employee of the Registrant.

         Brian F. Faulkner,  A  Professional  Law  Corporation,  counsel for the
Registrant  as  giving  an  opinion  on the  validity  of the  securities  being
registered,   will  be  receiving  5,000,000  shares  of  common  stock  of  the
Registrant.  These shares will be paid pursuant to the Registrant's Non-Employee
Directors and  Consultants  Retainer  Stock Plan under this Form S-8 in exchange
for  legal  services  previously   rendered,   or  to  be  rendered,   under  an
attorney-client contract. These legal services consist of advice and preparation
work in connection with reports of the Registrant under the Securities  Exchange
Act of 1934, and other general corporate and securities work for the company.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

LIMITATION OF LIABILITY.

(a)      ARTICLES OF INCORPORATION AND BYLAWS.

         The articles of incorporation  of the Registrant  contain the following
provisions with respect to liability of directors and officers:

         "To the fullest extent  permitted by law, no director or officer of the
Corporation  shall be personally  liable to the Corporation or its  shareholders
for damages for breach of any duty owed to the Corporation or its  shareholders.
In  addition,  the  Corporation  shall have the power,  in its By-Laws or in any
resolution  of its  stockholders  or  directors,  to undertake to indemnify  the
officers and directors of this  corporation  against any contingency or peril as
may be  determined  to be in the  best  interests  of this  corporation,  and in
conjunction therewith,  to procure, at this corporation's  expense,  policies of
insurance."

(b)      FLORIDA STATUTES.

"FLORIDA STATUTE 607.0831  LIABILITY OF DIRECTORS.

         (1) A director is not  personally  liable for  monetary  damages to the
corporation or any other person for any statement, vote, decision, or failure to
act, regarding corporate management or policy, by a director, unless:

         (a) The  director  breached or failed to perform his or her duties as a
         director; and

                                       3
(b) The  director's  breach  of, or failure to  perform,  those  duties
         constitutes:

                  1. A violation  of the criminal  law,  unless the director had
                  reasonable  cause to believe  his or her conduct was lawful or
                  had no  reasonable  cause to believe  his or her  conduct  was
                  unlawful.  A judgment  or other final  adjudication  against a
                  director in any  criminal  proceeding  for a violation  of the
                  criminal law estops that  director  from  contesting  the fact
                  that his or her breach,  or failure to perform,  constitutes a
                  violation of the criminal law; but does not estop the director
                  from  establishing  that he or she  had  reasonable  cause  to
                  believe  that  his  or  her  conduct  was  lawful  or  had  no
                  reasonable  cause  to  believe  that  his or her  conduct  was
                  unlawful;

                  2. A transaction  from which the director  derived an improper
                  personal benefit, either directly or indirectly;

                  3. A  circumstance  under which the  liability  provisions  of
                  section 607.0834 are applicable;

                  4. In a proceeding  by or in the right of the  corporation  to
                  procure  a  judgment  in its  favor or by or in the right of a
                  shareholder,  conscious disregard for the best interest of the
                  corporation, or willful misconduct; or

                  5. In a  proceeding  by or in the right of someone  other than
                  the  corporation or a shareholder,  recklessness  or an act or
                  omission  which was  committed in bad faith or with  malicious
                  purpose or in a manner exhibiting wanton and willful disregard
                  of human rights, safety, or property.

         (2) For the purposes of this section, the term "recklessness" means the
action, or omission to act, in conscious disregard of a risk:

         (a)  Known,  or so  obvious  that it  should  have been  known,  to the
         director; and

         (b) Known to the  director,  or so  obvious  that it  should  have been
         known,  to be so great as to make it highly  probable  that harm  would
         follow from such action or omission.

         (3) A director  is deemed  not to have  derived  an  improper  personal
benefit from any  transaction if the  transaction and the nature of any personal
benefit  derived by the director are not  prohibited  by state or federal law or
regulation and, without further limitation:

         (a) In an action other than a derivative  suit  regarding a decision by
         the director to approve,  reject, or otherwise affect the outcome of an
         offer  to  purchase  the  stock  of,  or to  effect a  merger  of,  the
         corporation,  the transaction  and the nature of any personal  benefits
         derived by a director are disclosed or known to all directors voting on
         the matter, and the transaction was authorized,  approved,  or ratified
         by at least two directors who comprise a majority of the  disinterested
         directors  (whether or not such  disinterested  directors  constitute a
         quorum);

         (b) The transaction and the nature of any personal  benefits derived by
                                       4
a director are disclosed or known to the shareholders entitled to vote,
         and the  transaction  was  authorized,  approved,  or  ratified  by the
         affirmative  vote or written  consent of such  shareholders  who hold a
         majority  of the  shares,  the  voting  of which is not  controlled  by
         directors  who  derived a  personal  benefit  from or  otherwise  had a
         personal interest in the transaction; or

         (c) The  transaction  was fair and reasonable to the corporation at the
         time it was authorized by the board, a committee,  or the shareholders,
         notwithstanding that a director received a personal benefit.

         (4) The circumstances set forth in subsection (3) are not exclusive and
do not preclude the existence of other circumstances under which a director will
be deemed not to have derived an improper benefit."

INDEMNIFICATION.

(a)      ARTICLES OF INCORPORATION AND BYLAWS.

         The articles of incorporation  of the Registrant  contain the following
provisions with respect to indemnification:

         "This  corporation  shall  have the  power,  in its  By-Laws  or in any
resolution  of its  stockholders  or  directors,  to undertake to indemnify  the
officers and directors of this  corporation  against any contingency or peril as
may be  determined  to be in the  best  interests  of this  corporation,  and in
conjunction therewith,  to procure, at this corporation's  expense,  policies of
insurance."

(b)      FLORIDA STATUTES.

"FLORIDA STATUTE 607.0850 INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES, AND
AGENTS.

         (1) A  corporation  shall have power to indemnify any person who was or
is a party to any  proceeding  (other than an action by, or in the right of, the
corporation),  by  reason  of the  fact  that  he or  she is or was a  director,
officer,  employee,  or agent of the  corporation  or is or was  serving  at the
request of the corporation as a director, officer, employee, or agent of another
corporation,  partnership,  joint venture,  trust, or other  enterprise  against
liability  incurred in  connection  with such  proceeding,  including any appeal
thereof,  if he or she acted in good faith and in a manner he or she  reasonably
believed to be in, or not opposed to, the best interests of the corporation and,
with respect to any criminal  action or proceeding,  had no reasonable  cause to
believe his or her conduct was unlawful.  The  termination  of any proceeding by
judgment,  order, settlement, or conviction or upon a plea of nolo contendere or
its equivalent  shall not, of itself,  create a presumption  that the person did
not act in good faith and in a manner which he or she reasonably  believed to be
in, or not opposed to, the best interests of the corporation or, with respect to
any criminal action or proceeding,  had reasonable  cause to believe that his or
her conduct was unlawful.

         (2) A corporation shall have power to indemnify any person,  who was or
is a party to any proceeding by or in the right of the corporation to

                                       5
procure a judgment  in its favor by reason of the fact that the person is or was
a director,  officer, employee, or agent of the corporation or is or was serving
at the request of the corporation as a director,  officer, employee, or agent of
another  corporation,  partnership,  joint venture,  trust, or other enterprise,
against  expenses and amounts paid in settlement not exceeding,  in the judgment
of the board of directors, the estimated expense of litigating the proceeding to
conclusion,  actually and reasonably  incurred in connection with the defense or
settlement   of  such   proceeding,   including   any   appeal   thereof.   Such
indemnification  shall be authorized if such person acted in good faith and in a
manner he or she  reasonably  believed  to be in, or not  opposed  to,  the best
interests of the corporation, except that no indemnification shall be made under
this  subsection  in  respect of any  claim,  issue,  or matter as to which such
person  shall have been  adjudged  to be liable  unless,  and only to the extent
that,  the court in which such  proceeding  was  brought,  or any other court of
competent  jurisdiction,  shall  determine upon  application  that,  despite the
adjudication  of liability but in view of all  circumstances  of the case,  such
person is fairly and  reasonably  entitled to indemnity for such expenses  which
such court shall deem proper.

         (3) To the extent that a  director,  officer,  employee,  or agent of a
corporation  has been  successful  on the merits or  otherwise in defense of any
proceeding referred to in subsection (1) or subsection (2), or in defense of any
claim, issue, or matter therein, he or she shall be indemnified against expenses
actually and reasonably incurred by him or her in connection therewith.

         (4) Any indemnification  under subsection (1) or subsection (2), unless
pursuant to a determination by a court, shall be made by the corporation only as
authorized in the specific case upon a determination that indemnification of the
director,  officer, employee, or agent is proper in the circumstances because he
or she has met the applicable standard of conduct set forth in subsection (1) or
subsection (2). Such determination shall be made:

         (a) By the board of directors by a majority vote of a quorum consisting
         of directors who were not parties to such proceeding;

         (b) If such a quorum  is not  obtainable  or,  even if  obtainable,  by
         majority vote of a committee duly  designated by the board of directors
         (in which directors who are parties may participate)  consisting solely
         of two or more directors not at the time parties to the proceeding;

         (c) By independent legal counsel:

                  1. Selected by the board of directors  prescribed in paragraph
                  (a) or the committee prescribed in paragraph (b); or

                  2.  If a  quorum  of the  directors  cannot  be  obtained  for
                  paragraph  (a) and the committee  cannot be  designated  under
                  paragraph (b),  selected by majority vote of the full board of
                  directors   (in   which   directors   who  are   parties   may
                  participate); or

                                       6
(d) By the  shareholders  by a majority vote of a quorum  consisting of
         shareholders  who were not  parties to such  proceeding  or, if no such
         quorum is obtainable,  by a majority vote of shareholders  who were not
         parties to such proceeding.

         (5) Evaluation of the  reasonableness  of expenses and authorization of
indemnification  shall  be made in the same  manner  as the  determination  that
indemnification is permissible.  However, if the determination of permissibility
is made by independent  legal  counsel,  persons  specified by paragraph  (4)(c)
shall evaluate the reasonableness of expenses and may authorize indemnification.

         (6) Expenses incurred by an officer or director in defending a civil or
criminal  proceeding  may be paid by the  corporation  in  advance  of the final
disposition of such proceeding upon receipt of an undertaking by or on behalf of
such director or officer to repay such amount if he or she is  ultimately  found
not to be  entitled  to  indemnification  by the  corporation  pursuant  to this
section.  Expenses incurred by other employees and agents may be paid in advance
upon such terms or conditions that the board of directors deems appropriate.

         (7) The  indemnification  and advancement of expenses provided pursuant
to this  section  are not  exclusive,  and a  corporation  may make any other or
further  indemnification  or  advancement  of expenses of any of its  directors,
officers, employees, or agents, under any bylaw, agreement, vote of shareholders
or  disinterested  directors,  or  otherwise,  both as to  action  in his or her
official  capacity  and as to action in  another  capacity  while  holding  such
office. However, indemnification or advancement of expenses shall not be made to
or on behalf of any director, officer, employee, or agent if a judgment or other
final  adjudication  establishes  that his or her actions,  or omissions to act,
were material to the cause of action so adjudicated and constitute:

         (a) A violation  of the criminal  law,  unless the  director,  officer,
         employee,  or agent had reasonable  cause to believe his or her conduct
         was lawful or had no reasonable cause to believe his or her conduct was
         unlawful;

         (b) A transaction from which the director,  officer, employee, or agent
         derived an improper personal benefit;

         (c) In the case of a director, a circumstance under which the liability
         provisions of section 607.0834 are applicable; or

         (d) Willful misconduct or a conscious  disregard for the best interests
         of  the  corporation  in a  proceeding  by  or  in  the  right  of  the
         corporation to procure a judgment in its favor or in a proceeding by or
         in the right of a shareholder.

         (8)  Indemnification  and  advancement  of expenses as provided in this
section  shall  continue  as,  unless  otherwise  provided  when  authorized  or
ratified,  to a person who has ceased to be a director,  officer,  employee,  or
agent and shall inure to the benefit of the heirs, executors, and administrators
of such a person, unless otherwise provided when authorized or ratified.

         (9)  Unless  the  corporation's   articles  of  incorporation   provide
otherwise,   notwithstanding   the   failure   of  a   corporation   to  provide
indemnification,  and despite any contrary  determination of the board or of the
shareholders in the specific case, a director,  officer,  employee,  or agent of

                                       7
the  corporation  who  is  or  was  a  party  to  a  proceeding  may  apply  for
indemnification or advancement of expenses, or both, to the court conducting the
proceeding, to the circuit court, or to another court of competent jurisdiction.
On  receipt  of an  application,  the court,  after  giving  any notice  that it
considers  necessary,  may order  indemnification  and  advancement of expenses,
including  expenses  incurred  in  seeking   court-ordered   indemnification  or
advancement of expenses, if it determines that:

         (a) The director,  officer, employee, or agent is entitled to mandatory
         indemnification  under  subsection  (3),  in which case the court shall
         also order the  corporation  to pay the  director  reasonable  expenses
         incurred in obtaining  court-ordered  indemnification or advancement of
         expenses;

         (b)  The  director,   officer,   employee,  or  agent  is  entitled  to
         indemnification  or advancement of expenses,  or both, by virtue of the
         exercise by the corporation of its power pursuant to subsection (7); or

         (c) The director,  officer, employee, or agent is fairly and reasonably
         entitled to  indemnification  or advancement  of expenses,  or both, in
         view of all the  relevant  circumstances,  regardless  of whether  such
         person  met the  standard  of  conduct  set  forth in  subsection  (1),
         subsection (2), or subsection (7).

         (10) For purposes of this section, the term "corporation"  includes, in
addition to the resulting  corporation,  any constituent  corporation (including
any constituent of a constituent) absorbed in a consolidation or merger, so that
any  person  who  is  or  was a  director,  officer,  employee,  or  agent  of a
constituent  corporation,  or is or was serving at the request of a  constituent
corporation as a director,  officer,  employee, or agent of another corporation,
partnership,  joint venture, trust, or other enterprise, is in the same position
under this section with respect to the resulting or surviving  corporation as he
or she would have with respect to such  constituent  corporation if its separate
existence had continued.

         (11) For purposes of this section:

         (a) The term "other enterprises" includes employee benefit plans;

         (b) The term  "expenses"  includes  counsel fees,  including  those for
         appeal;

         (c)  The  term  "liability"  includes  obligations  to pay a  judgment,
         settlement,  penalty,  fine  (including  an excise  tax  assessed  with
         respect to any  employee  benefit  plan),  and  expenses  actually  and
         reasonably incurred with respect to a proceeding;

         (d)  The  term  "proceeding"  includes  any  threatened,   pending,  or
         completed  action,  suit, or other type of  proceeding,  whether civil,
         criminal,  administrative,  or  investigative  and  whether  formal  or
         informal;

         (e) The term "agent" includes a volunteer;

                                       8
(f) The term "serving at the request of the  corporation"  includes any
         service as a director,  officer,  employee, or agent of the corporation
         that imposes duties on such persons,  including  duties  relating to an
         employee benefit plan and its participants or beneficiaries; and

         (g) The term "not  opposed  to the best  interest  of the  corporation"
         describes  the  actions  of a person  who acts in good  faith  and in a
         manner he or she reasonably believes to be in the best interests of the
         participants and beneficiaries of an employee benefit plan.

         (12) A corporation shall have power to purchase and maintain  insurance
on behalf of any person who is or was a director, officer, employee, or agent of
the  corporation  or is or was  serving at the request of the  corporation  as a
director, officer, employee, or agent of another corporation, partnership, joint
venture,  trust, or other enterprise  against any liability asserted against the
person and incurred by him or her in any such  capacity or arising out of his or
her  status as such,  whether  or not the  corporation  would  have the power to
indemnify  the  person  against  such  liability  under the  provisions  of this
section."

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8. EXHIBITS.

         The  Exhibits  required  by Item 601 of  Regulation  S-B,  and an index
thereto, are attached.

ITEM 9. UNDERTAKINGS.

The undersigned Registrant hereby undertakes:

         (a)      (1) To file,  during any period in which  offers or  sales are
         being made, a post-effective amendment to this registration statement:

                           (iii)  To  include  any  material   information  with
                  respect to the plan of distribution  not previously  disclosed
                  in the  registration  statement or any material change to such
                  information in the registration statement;

                  (2) That, for the purpose of determining  any liability  under
         the Securities Act of 1933, each such post-effective amendment shall be
         deemed to be a new  registration  statement  relating to the securities
         offered therein, and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof.

                  (3) To remove from  registration by means of a  post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

         (b)  That,  for  purposes  of  determining   any  liability  under  the
Securities Act of 1933, each filing of the  Registrant's  annual report pursuant

                                       9
to section 13(a) or section 15(d) of the  Securities  Exchange Act of 1934 (and,
where  applicable,  each  filing of an employee  benefit  plan's  annual  report
pursuant  to  section  15(d) of the  Securities  Exchange  Act of 1934)  that is
incorporated by reference in the registration  statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (e) To deliver or cause to be delivered  with the  prospectus,  to each
person to whom the  prospectus  is sent or given,  the latest  annual  report to
security  holders  that is  incorporated  by  reference  in the  prospectus  and
furnished  pursuant to and meeting the  requirements of Rule 14a-3 or Rule 14c-3
under  the  Securities  Exchange  Act of  1934;  and,  where  interim  financial
information  required to be presented by Article 3 of Regulation S-X are not set
forth in the prospectus,  to deliver, or cause to be delivered to each person to
whom the  prospectus  is sent or given,  the  latest  quarterly  report  that is
specifically incorporated by reference in the prospectus to provide such interim
financial information

         (h) That insofar as indemnification  for liabilities  arising under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the Registrant  pursuant to the foregoing  provisions,  or otherwise,
the  Registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
Registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  Registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                       10
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the Company
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorize, in the City of Phoenix, State of Arizona, on July 24, 2003.

                                        IBIZ TECHNOLOGY CORP.

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

                            SPECIAL POWER OF ATTORNEY

         The undersigned  constitute and appoint Kenneth W. Schilling their true
and lawful  attorney-in-fact and agent with full power of substitution,  for him
and in his name,  place,  and stead, in any and all capacities,  to sign any and
all  amendments,   including  post-effective   amendments,   to  this  Form  S-8
Registration Statement,  and to file the same with all exhibits thereto, and all
documents  in  connection  therewith,  with the  U.S.  Securities  and  Exchange
Commission,  granting such  attorney-in-fact  the full power and authority to do
and perform each and every act and thing  requisite  and necessary to be done in
and about the premises,  as fully and to all intents and purposes as he might or
could  do  in  person,   hereby   ratifying   and   confirming   all  that  such
attorney-in-fact may lawfully do or cause to be done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated:

         Signature                             Title                   Date
-------------------------- -------------------------------------- --------------

/s/ Kenneth W. Schilling   President (acting principal financial  July 24, 2003
------------------------   and accounting officer)/Director
Kenneth W. Schilling

/s/ Mark H. Perkins        Executive Vice President of            July 24, 2003
-------------------        Operations/Director
Mark H. Perkins
EXHIBIT INDEX

Number                              Description

4                 Non-Employee Directors and Consultants Retainer Stock Plan,
                  dated July 18, 2003 (see below).

5                 Opinion Re: Legality (see below).

23.1              Consent of Accountants (see below).

23.2              Consent of Accountants (see below).

23.3              Consent of Counsel (see below).

24                Special Power of Attorney (see signature page).