As filed with the Securities and Exchange Commission on
 March 18, 1997

                                                     FORM S-8

                        REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933



                                               WIZ TECHNOLOGY, INC.

                        (Exact name of registrant as specified in its charter)


            Nevada                                                   33-0560855
(State or other jurisdiction of                       (I.R.S. Employer Identifi-
 incorporation or organization)                             cation Number)



                   32951 Calle Perfecto, San Juan Capistrano, California  92675
                   (Address of Principal Executive Offices)  (Zip Code)


                                        1992 Stock Option Plan, as amended
                                        Stock Compensation Plan, as amended
                                            Non-Qualified Stock Options
                                             (Full Title of the plans)



               Mar Jeanne Tendler, Chief Executive Officer, WIZ Technology, Inc.
                 32951 Calle Perfecto, San Juan Capistrano, California  92675
                                      (Name and address of agent for service)


                                                  (714) 443-3000
              (Telephone number, including area code, of agent for service)


<TABLE>
<CAPTION>
                                          CALCULATION OF REGISTRATION FEE



    Proposed
   securities             Proposed                                           maximum
      to be             Amount to be          maximum offering         aggregate offering            Amount of
   registered             registered           price per unit                 price              registration fee

<S>         <C>            <C>                    <C>      <C>                <C>                    <C>      
Common Stock(1)            3,800,000              $.90625  (2)                $3,443,750             $1,043.56

</TABLE>

Notes included on Page 2


<PAGE>




(1)    Includes up to 1,200,000  shares issuable upon exercise of employee stock
       options and includes  reoffers of such shares;  500,000  shares  issuable
       under  the Stock  Compensation  Plan and  reoffers  of such  shares;  and
       2,100,000 shares issuable upon exercise of non-qualifed stock options and
       reoffers of such shares.  Does not include any shares  registered on Form
       S-8, File No. 33-62880.

(2)    The  registration  fee is based upon the  average of the  closing bid and
       price of the common stock as reflected on the  Electronic  Bulletin Board
       on March 14, 1997.

       In the event any options  outstanding lapse or are forfeited  pursuant to
the 1992 Stock Option Plan (the "Plan"),  the options and shares related thereto
would again be available  for issuance  and sale  pursuant to this  registration
statement under the Plan.


<PAGE>



                                                    PROSPECTUS





                                               WIZ TECHNOLOGY, INC.



                                      Up to 3,800,000 Shares of Common Stock
               Including shares Receivable by Directors and Officers and Other
 Under the 1992 Stock Option Plan, Stock Compensation Plan and Non-Qualified
      Stock Options and Reoffered by Means of this Prospectus

       Selling  shareholders will offer their shares on the Electronic  Bulletin
Board or on a national securities exchange or NASDAQ if the common stock is then
listed on an exchange or NASDAQ. Selling shareholders listed herein are required
to sell their shares in accordance with the volume limitations of Rule 144 under
the Securities Act of 1933,  which  restricts sales in any three month period to
the greater of 1% of the total  outstanding  common stock or the average  weekly
trading  volume of the  Company's  common stock during the four  calendar  weeks
immediately   preceding  such  sale.  It  is  expected  that  persons  effecting
transactions  will be paid the  normal  and  customary  commissions  for  market
transactions.

       Pursuant to Rule 429,  this  prospectus  also  relates to a  registration
statement on Form S-8, File No. 33-62880.

                                               AVAILABLE INFORMATION

       Wiz  Technology,  Inc. (the  "Company")  is subject to the  informational
requirements  of the Securities  Exchange Act of 1934, as amended (the "Exchange
Act"), and in accordance  therewith files reports and other information with the
Securities and Exchange Commission (the "Commission").  Such reports, as well as
proxy statements and other information filed by the Company with the Commission,
can be inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Room 1024, Washington,  D.C. 20549, and at
its Regional  Offices  located at 150  Causeway  Street,  Boston,  Massachusetts
02114, 1375 Peachtree Street N.E., Suite 788,  Atlanta,  Georgia 30367, 411 West
Seventh Street,  8th Floor,  Fort Worth,  Texas 76102,  410 Seventeenth  Street,
Suite 700, Denver, Colorado 80202, 600 Arch Street, Room 2204, Federal Building,
Philadelphia,  Pennsylvania  19106,  7 World Trade  Center,  New York,  New York
10048, 5757 Wilshire Boulevard, Los Angeles,  California 90036-3648, and Everett
McKinley Dirksen Building,  Northwestern Atrium Center, 500 West Madison Street,
Chicago, Illinois 60661.

                                               SELLING STOCKHOLDERS

       The  following  table sets forth  information  regarding  the  beneficial
ownership  of common stock owned by each officer and director of the Company and
other persons  selling common stock pursuant to this Prospectus and all officers
and  directors of the Company as a group selling  common stock  pursuant to this
Prospectus as of February 28, 1997 and after giving effect to the sale of common
stock  pursuant to this  Prospectus.  Unless  otherwise  indicated,  each of the
stockholders  has sole  voting  and  investment  power  with  respect  to shares
beneficially owned. The following list does not include non-affiliates.


                                                         2

<PAGE>
<TABLE>
<CAPTION>



                                                       Before Offering                   After Offering
         Name and Address                         Number                             Number
      of Beneficial Owner(1)                     of Shares         Percent          of Shares          Percent
<S>                                            <C>                     <C>         <C>                    <C>  
Mar-Jeanne Tendler                             2,078,000(2)(3)(4)      21.1%       1,278,000(3)           13.0%
32951 Calle Perfecto
San Juan Capistrano, CA 92675

Arthur S. Tendler                              1,972,100(2)(4)         20.0%          1,172,800           12.0%
32951 Calle Perfecto
San Juan Capistrano, CA 92675

Bruce Allen Gilgen                             1,665,000(4)            17.0%            890,000            9.0%
32951 Calle Perfecto
San Juan Capistrano, CA 92675

Richard Nance                                      20,000 (5)             *                                *         
San Juan Capistrano, CA 92675

All officers and directors
as a group (4 persons)                         5,735,800(2)(3)(4)(5)   58.1%          3,340,800           34.0%
</TABLE>

* less than 1%

(1)  As used in this  table,  "beneficial  ownership"  means  the sole or shared
     power to vote,  or to direct  the  voting  of, a  security,  or the sole or
     shared  investment  power with  respect to a security  (i.e.,  the power to
     dispose of, or to direct the disposition of, a security).  In addition, for
     purposes  of this  table,  a person  is  deemed,  as of any  date,  to have
     "beneficial  ownership"  of any security  that such person has the right to
     acquire within 60 days after such date.
(2)  Mar-Jeanne and Arthur Tendler, husband and wife, disclaim beneficial 
ownership of the shares held by the other.
(3)  Includes 13,000 shares held by Mar-Jeanne Tendler as trustee for minor 
relatives.
(4)  Includes 800,000 shares issuable upon exercise of options by each of Mr. 
and Mrs. Tendler and 775,000 shares
     issuable upon exercise by Mr. Gilgen.
(5)   Includes 20,000 shares issuable upon exercise of options held by Mr.Nance.
                                      INFORMATION WITH RESPECT TO THE COMPANY

     This  Prospectus  is  accompanied  by the  Company's  Annual Report on Form
10-KSB for the year ended July 31, 1996 and its Quarterly  Report on Form 10-QSB
for the quarter  ended January 31, 1997. These Annual and Quarterly  Reports as
well as all other  reports  filed by the Company  pursuant  to  Sections  13(a),
13(c),  14  or  15(d)  of  the  Securities  Exchange  Act  of  1934  are  hereby
incorporated  by  reference  in this  Prospectus  and may be  obtained,  without
charge,  upon the oral or written  request of any person to the Company at 32951
Calle Perfecto, San Juan Capistrano, California 92675, telephone (714) 443-3000.

                                                  INDEMNIFICATION

     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.

                                                         3

<PAGE>



                                                     PART II


Item 3.    Incorporation of Documents by Reference.

           The Registrant  incorporates the following  documents by reference in
the registration statement:

           (a)  The  Company's  Annual  Report on Form 10-KSB for the year ended
                July 31,  1996 and its  Quarterly  Report on Form 10-QSB for the
                quarter ended Janaury  31, 1997.

           (b)  All other reports filed pursuant to Section 13(a) or 15(d) of 
the Exchange Act.

           (c)  A description of securities is incorporated by reference from
 the Registrant's Registration Statement
                on Form 10-SB, File No. 0-20910.

           All other documents filed in the future by Registrant  after the date
of this Registration Statement,  under Section 13(a), 13(c), 14 and 15(d) of the
Securities  Exchange  Act of  1934,  prior  to the  filing  of a  post-effective
amendment  to this  Registration  Statement  which  deregisters  the  securities
covered  hereunder  which remain unsold,  shall be deemed to be  incorporated by
reference in this  registration  statement and to be a part hereof from the date
of filing of such documents.

Item 5.    Interests of Named Experts and Counsel

           The principal of Hand & Hand,  Jehu Hand, who has provided an opinion
regarding the legality of the securities registered hereby, may be issued shares
under this registration statement.

Item 6.    Indemnification of Officers and Directors

           The Company's  Bylaws and the Nevada General  Corporation Law provide
for  indemnification  of directors  and officers  against  certain  liabilities.
Officers and directors of the Company are indemnified generally against expenses
actually and reasonably  incurred in connection with proceedings,  whether civil
or criminal,  provided that it is determined that they acted in good faith, were
not found guilty,  and, in any criminal matter,  had reasonable cause to believe
that their conduct was not unlawful.

           The  Company's  Articles of  Incorporation  further  provides  that a
director or officer of the  corporation  shall not be personally  liable to this
corporation  or its  stockholders  for damages for breach of fiduciary duty as a
director or officer, but this Article shall not eliminate or limit the liability
of a director or officer for (i) acts or  omissions  which  involve  intentional
misconduct,  fraud or knowing  violation of law or (ii) the unlawful  payment of
dividends. Any repeal or modification of this Article by the stockholders of the
corporation  shall be  prospective  only,  and shall not  adversely  affect  any
limitation  on  the  personal  liability  of  the  director  or  officer  of the
corporation for acts or omissions prior to such repeal or modification.




                                                      II-1

<PAGE>



Item 7.    Exemption from Registration Claimed

           Not applicable.

Item 8.    Exhibits

           3.      Exhibits

                   3.1.  Articles of Incorporation(2)
                   3.2   Bylaws(2)
                   3.3   Certificate of Amendment to Articles of Incorporation
changing name of registrant to
                         "WIZ Technology, Inc."(1)

           4.      Instruments defining rights of holders, including indentures.

                   4.1   Warrant Agreement between the Company and Strasbourger 
                         Pearson
                         Tulcin Wolff(1)

           5.      Opinion of Hand & Hand, Consent included.  (9)

           10.     Material Contracts

                   10.1  1992 Stock Option Plan, as amended(2)
                   10.2  Form of Stock Option Agreements with Mar-Jeanne 
Tendler, Arthur S. Tendler and Bruce
                         Allen "Gil" Gilgen with Schedule of details, 
                   as revised.(5)
                   10.3  Demand  Promissory  Note in  favor  of  Elaine & Gerson
                   Lacoff(2)  10.5  Consulting  Agreement  with Dale Kostman (1)
                   10.7 Employment  Agreement  between the Company and Arthur S.
                   Tendler(1) 10.8 Employment  Agreement between the Company and
                   Mar-Jeanne  Tendler(1) 10.9 Employment  Agreement between the
                   Company and Bruce Allen Gilgen(1) 10.10  Registration  rights
                   agreements and schedule of beneficiaries(1)  10.12 Consulting
                   Agreement between the Company and Strasbourger Pearson Tulcin
                   Wolff(1)  10.13  Promissory  Note  from  Company  in favor of
                   Mar-Jeanne  and  Arthur   Tendler(1)   10.14   Extension  and
                   amendment  of  Promissory  Note  from  Company  in  favor  of
                   Mar-Jeanne and
                         Arthur Tendler(1)
                   10.15 Lease for the Company's executive offices(3)
                   10.16  Consulting  Agreement  between  the Company and Stuart
                   Wertzberger(3)   10.17   Trust   Agreement   between   Stuart
                   Wertzberger  and the Company(3)  10.19  Consulting  Agreement
                   between  the Company and Jensen  Consultants,  Inc.(4)  10.20
                   Promissory  note from Arthur  Tendler dated July 31,  1995(4)
                   10.21 Form of  Convertible  Promissory  Notes and schedule of
                   details(4) 10.22 Software  Development and License  Agreement
                   between the Company and Digital Systems
                         Research, Inc. dated March 8, 1996(6)(P)
                   10.23 Employment Agreement with Gary Wolfe(6)(P)
                   10.24 Covenant Not-to-Compete(6)
                   10.25 Form of Non-qualified Option Agreements with Mar-Jeanne
                          Tendler, Arthur S. Tendler
                       and Bruce Allen "Gil" Gilgen with schedule of details.(9)

                   16.   Letter on change in certifying  accountant  
                         16.1 Letter from  Corbin &  Wertz(4) 
                        16.2  Letter  from  Coopers & Lybrand  L.L.P.(7) 
                        16.3 Letter from Grant Thornton LLP  (8)



                                                      II-2

<PAGE>



           21.     Subsidiaries of the small business issuer(6)

           23.     Consents of Experts and Counsel

                   23.1 Consent of Cacciamatta  Accounting  Corporation(9)  
                   23.2 Consent of Hand & Hand included in Exhibit 5.

(1)      Incorporated by reference to the Company's Registration Statement on 
       Form SB-2, filed on November
         1, 1993
(2)      Incorporated by reference to the Company's Registration Statement on
          Form 10-SB, File No. 0-20910 (the
         "Form 10")
(3)      Incorporated by reference to the Company's Annual Report on Form 10-KSB
         for the year ended July 31.
         1994.
(4)      Incorporated by reference to the Company's Annual Report on Form 10-KSB
         for the year ended July 31,
         1995.
(5)      Incorporated by reference to the Company's Current Report on Form 8-K 
          dated March 12, 1996.
(6)      Incorporated by reference to the Company's Registration Statement on 
           Form S-3, file no. 333-6423, filed
         on June 20, 1996.
(7)      Incorporated by reference to the Company's Current Report on Form 8-K
          dated August 21, 1996.
(8)      Incorporated by reference to the Company's Current Report on Form 8-K
         dated December 12, 1996.
(9)      Filed herewith.

         All other  Exhibits  called for by Rule 601 of  Regulation  S-B are not
applicable to this filing.

Item 9.         Undertakings

           (a)      The undersigned registrant hereby undertakes:

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

                            (i)     To include any prospectus required by
                                 section 10(a)(3) of the Securities Act
                                    of 1933;

                            (ii)    To  reflect in the  prospectus  any facts or
                                    events  arising after the effective  date of
                                    the  registration  statement  (or  the  most
                                    recent  post-effective   amendment  thereof)
                                    which,  individually  or in  the  aggregate,
                                    represent  a   fundamental   change  in  the
                                    information  set  forth in the  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,
                                    including  (but not limited to) any addition
                                    or election of a managing underwriter.

                    (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
                            offered  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.


                                                      II-3

<PAGE>



           (b)
The undersigned registrant hereby undertakes that, for purposes of determining 
any liability
under the Securities Act of 1933, each filing of the registrant's annual report 
pursuant to
                    Section 13(a) or 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.


                            (i)     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 tha
 a claim for indemnification against
                                    such liabilities (other than the payment by 
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 that 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.

                                                      II-4

<PAGE>



                                                   SIGNATURES


      Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this  registration  statement  to be signed on its behalf by the
undersigned,  thereunto  duly  authorized  in the City of San  Juan  Capistrano,
California, on March 14, 1997.


                              WIZ TECHNOLOGY, INC.



                                                    By:   /s/ Mar Jeanne Tendler
                                                          Mar Jeanne Tendler
                                                         Chief Executive Officer

       Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  the
registration  statement  has been signed below by the  following  persons in the
capacities indicated on March 14, 1997.




      /s/ Mar Jeanne Tendler                        Chief Executive Officer 
      Mar Jeanne Tendler               (principal executive officer)and Director



      /s/ Arthur Tendler                            President and Director
      Arthur Tendler



      /s/ Bruce Allen Gilgen               Executive Vice President and Director
      Bruce Allen Gilgen



      /s/ Richard Nance            Chief Financial Officer (principal accounting
      Richard Nance                            and financial officer)


                                                      II-5

<PAGE>
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{"company-data": {"conformed-name": "WIZ TECHNOLOGY INC", "cik": "0000914282", "assigned-sic": "5045", "irs-number": "330560855", "state-of-incorporation": "NV", "fiscal-year-end": "0731"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-23543", "film-number": "97558761"}, "business-address": {"street1": "32951 CALLE PERFECTO", "city": "SAN JUAN", "state": "CA", "zip": "92675", "phone": "7144433000"}, "mail-address": {"street1": "32951 CALLE PERFECTO", "city": "SAN JUAN CAPISTRANO", "state": "CA", "zip": "92675"}, "former-company": {"former-conformed-name": "FIVE DOLLAR COMPUTER SOFTWARE STORE /CA", "date-changed": "19941223"}}
As filed with the Securities and Exchange Commission on
 March 18, 1997

                                                     FORM S-8

                        REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                               WIZ TECHNOLOGY, INC.

                        (Exact name of registrant as specified in its charter)

            Nevada                                                   33-0560855
(State or other jurisdiction of                       (I.R.S. Employer Identifi-
 incorporation or organization)                             cation Number)

                   32951 Calle Perfecto, San Juan Capistrano, California  92675
                   (Address of Principal Executive Offices)  (Zip Code)

                                        1992 Stock Option Plan, as amended
                                        Stock Compensation Plan, as amended
                                            Non-Qualified Stock Options
                                             (Full Title of the plans)

               Mar Jeanne Tendler, Chief Executive Officer, WIZ Technology, Inc.
                 32951 Calle Perfecto, San Juan Capistrano, California  92675
                                      (Name and address of agent for service)

                                                  (714) 443-3000
              (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE

    Proposed
   securities             Proposed                                           maximum
      to be             Amount to be          maximum offering         aggregate offering            Amount of
   registered             registered           price per unit                 price              registration fee
Common Stock(1)            3,800,000              $.90625  (2)                $3,443,750             $1,043.56
Notes included on Page 2
(1)    Includes up to 1,200,000  shares issuable upon exercise of employee stock
       options and includes  reoffers of such shares;  500,000  shares  issuable
       under  the Stock  Compensation  Plan and  reoffers  of such  shares;  and
       2,100,000 shares issuable upon exercise of non-qualifed stock options and
       reoffers of such shares.  Does not include any shares  registered on Form
       S-8, File No. 33-62880.

(2)    The  registration  fee is based upon the  average of the  closing bid and
       price of the common stock as reflected on the  Electronic  Bulletin Board
       on March 14, 1997.

       In the event any options  outstanding lapse or are forfeited  pursuant to
the 1992 Stock Option Plan (the "Plan"),  the options and shares related thereto
would again be available  for issuance  and sale  pursuant to this  registration
statement under the Plan.
PROSPECTUS

                                               WIZ TECHNOLOGY, INC.

                                      Up to 3,800,000 Shares of Common Stock
               Including shares Receivable by Directors and Officers and Other
 Under the 1992 Stock Option Plan, Stock Compensation Plan and Non-Qualified
      Stock Options and Reoffered by Means of this Prospectus

       Selling  shareholders will offer their shares on the Electronic  Bulletin
Board or on a national securities exchange or NASDAQ if the common stock is then
listed on an exchange or NASDAQ. Selling shareholders listed herein are required
to sell their shares in accordance with the volume limitations of Rule 144 under
the Securities Act of 1933,  which  restricts sales in any three month period to
the greater of 1% of the total  outstanding  common stock or the average  weekly
trading  volume of the  Company's  common stock during the four  calendar  weeks
immediately   preceding  such  sale.  It  is  expected  that  persons  effecting
transactions  will be paid the  normal  and  customary  commissions  for  market
transactions.

       Pursuant to Rule 429,  this  prospectus  also  relates to a  registration
statement on Form S-8, File No. 33-62880.

                                               AVAILABLE INFORMATION

       Wiz  Technology,  Inc. (the  "Company")  is subject to the  informational
requirements  of the Securities  Exchange Act of 1934, as amended (the "Exchange
Act"), and in accordance  therewith files reports and other information with the
Securities and Exchange Commission (the "Commission").  Such reports, as well as
proxy statements and other information filed by the Company with the Commission,
can be inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Room 1024, Washington,  D.C. 20549, and at
its Regional  Offices  located at 150  Causeway  Street,  Boston,  Massachusetts
02114, 1375 Peachtree Street N.E., Suite 788,  Atlanta,  Georgia 30367, 411 West
Seventh Street,  8th Floor,  Fort Worth,  Texas 76102,  410 Seventeenth  Street,
Suite 700, Denver, Colorado 80202, 600 Arch Street, Room 2204, Federal Building,
Philadelphia,  Pennsylvania  19106,  7 World Trade  Center,  New York,  New York
10048, 5757 Wilshire Boulevard, Los Angeles,  California 90036-3648, and Everett
McKinley Dirksen Building,  Northwestern Atrium Center, 500 West Madison Street,
Chicago, Illinois 60661.

                                               SELLING STOCKHOLDERS

       The  following  table sets forth  information  regarding  the  beneficial
ownership  of common stock owned by each officer and director of the Company and
other persons  selling common stock pursuant to this Prospectus and all officers
and  directors of the Company as a group selling  common stock  pursuant to this
Prospectus as of February 28, 1997 and after giving effect to the sale of common
stock  pursuant to this  Prospectus.  Unless  otherwise  indicated,  each of the
stockholders  has sole  voting  and  investment  power  with  respect  to shares
beneficially owned. The following list does not include non-affiliates.

                                                         2
Before Offering                   After Offering
         Name and Address                         Number                             Number
      of Beneficial Owner(1)                     of Shares         Percent          of Shares          Percent
Mar-Jeanne Tendler                             2,078,000(2)(3)(4)      21.1%       1,278,000(3)           13.0%
32951 Calle Perfecto
San Juan Capistrano, CA 92675

Arthur S. Tendler                              1,972,100(2)(4)         20.0%          1,172,800           12.0%
32951 Calle Perfecto
San Juan Capistrano, CA 92675

Bruce Allen Gilgen                             1,665,000(4)            17.0%            890,000            9.0%
32951 Calle Perfecto
San Juan Capistrano, CA 92675

Richard Nance                                      20,000 (5)             *                                *         
San Juan Capistrano, CA 92675

All officers and directors
as a group (4 persons)                         5,735,800(2)(3)(4)(5)   58.1%          3,340,800           34.0%
* less than 1%

(1)  As used in this  table,  "beneficial  ownership"  means  the sole or shared
     power to vote,  or to direct  the  voting  of, a  security,  or the sole or
     shared  investment  power with  respect to a security  (i.e.,  the power to
     dispose of, or to direct the disposition of, a security).  In addition, for
     purposes  of this  table,  a person  is  deemed,  as of any  date,  to have
     "beneficial  ownership"  of any security  that such person has the right to
     acquire within 60 days after such date.
(2)  Mar-Jeanne and Arthur Tendler, husband and wife, disclaim beneficial 
ownership of the shares held by the other.
(3)  Includes 13,000 shares held by Mar-Jeanne Tendler as trustee for minor 
relatives.
(4)  Includes 800,000 shares issuable upon exercise of options by each of Mr. 
and Mrs. Tendler and 775,000 shares
     issuable upon exercise by Mr. Gilgen.
(5)   Includes 20,000 shares issuable upon exercise of options held by Mr.Nance.
                                      INFORMATION WITH RESPECT TO THE COMPANY

     This  Prospectus  is  accompanied  by the  Company's  Annual Report on Form
10-KSB for the year ended July 31, 1996 and its Quarterly  Report on Form 10-QSB
for the quarter  ended January 31, 1997. These Annual and Quarterly  Reports as
well as all other  reports  filed by the Company  pursuant  to  Sections  13(a),
13(c),  14  or  15(d)  of  the  Securities  Exchange  Act  of  1934  are  hereby
incorporated  by  reference  in this  Prospectus  and may be  obtained,  without
charge,  upon the oral or written  request of any person to the Company at 32951
Calle Perfecto, San Juan Capistrano, California 92675, telephone (714) 443-3000.

                                                  INDEMNIFICATION

     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.

                                                         3
PART II

Item 3.    Incorporation of Documents by Reference.

           The Registrant  incorporates the following  documents by reference in
the registration statement:

           (a)  The  Company's  Annual  Report on Form 10-KSB for the year ended
                July 31,  1996 and its  Quarterly  Report on Form 10-QSB for the
                quarter ended Janaury  31, 1997.

           (b)  All other reports filed pursuant to Section 13(a) or 15(d) of 
the Exchange Act.

           (c)  A description of securities is incorporated by reference from
 the Registrant's Registration Statement
                on Form 10-SB, File No. 0-20910.

           All other documents filed in the future by Registrant  after the date
of this Registration Statement,  under Section 13(a), 13(c), 14 and 15(d) of the
Securities  Exchange  Act of  1934,  prior  to the  filing  of a  post-effective
amendment  to this  Registration  Statement  which  deregisters  the  securities
covered  hereunder  which remain unsold,  shall be deemed to be  incorporated by
reference in this  registration  statement and to be a part hereof from the date
of filing of such documents.

Item 5.    Interests of Named Experts and Counsel

           The principal of Hand & Hand,  Jehu Hand, who has provided an opinion
regarding the legality of the securities registered hereby, may be issued shares
under this registration statement.

Item 6.    Indemnification of Officers and Directors

           The Company's  Bylaws and the Nevada General  Corporation Law provide
for  indemnification  of directors  and officers  against  certain  liabilities.
Officers and directors of the Company are indemnified generally against expenses
actually and reasonably  incurred in connection with proceedings,  whether civil
or criminal,  provided that it is determined that they acted in good faith, were
not found guilty,  and, in any criminal matter,  had reasonable cause to believe
that their conduct was not unlawful.

           The  Company's  Articles of  Incorporation  further  provides  that a
director or officer of the  corporation  shall not be personally  liable to this
corporation  or its  stockholders  for damages for breach of fiduciary duty as a
director or officer, but this Article shall not eliminate or limit the liability
of a director or officer for (i) acts or  omissions  which  involve  intentional
misconduct,  fraud or knowing  violation of law or (ii) the unlawful  payment of
dividends. Any repeal or modification of this Article by the stockholders of the
corporation  shall be  prospective  only,  and shall not  adversely  affect  any
limitation  on  the  personal  liability  of  the  director  or  officer  of the
corporation for acts or omissions prior to such repeal or modification.

                                                      II-1
Item 7.    Exemption from Registration Claimed

           Not applicable.

Item 8.    Exhibits

           3.      Exhibits

                   3.1.  Articles of Incorporation(2)
                   3.2   Bylaws(2)
                   3.3   Certificate of Amendment to Articles of Incorporation
changing name of registrant to
                         "WIZ Technology, Inc."(1)

           4.      Instruments defining rights of holders, including indentures.

                   4.1   Warrant Agreement between the Company and Strasbourger 
                         Pearson
                         Tulcin Wolff(1)

           5.      Opinion of Hand & Hand, Consent included.  (9)

           10.     Material Contracts

                   10.1  1992 Stock Option Plan, as amended(2)
                   10.2  Form of Stock Option Agreements with Mar-Jeanne 
Tendler, Arthur S. Tendler and Bruce
                         Allen "Gil" Gilgen with Schedule of details, 
                   as revised.(5)
                   10.3  Demand  Promissory  Note in  favor  of  Elaine & Gerson
                   Lacoff(2)  10.5  Consulting  Agreement  with Dale Kostman (1)
                   10.7 Employment  Agreement  between the Company and Arthur S.
                   Tendler(1) 10.8 Employment  Agreement between the Company and
                   Mar-Jeanne  Tendler(1) 10.9 Employment  Agreement between the
                   Company and Bruce Allen Gilgen(1) 10.10  Registration  rights
                   agreements and schedule of beneficiaries(1)  10.12 Consulting
                   Agreement between the Company and Strasbourger Pearson Tulcin
                   Wolff(1)  10.13  Promissory  Note  from  Company  in favor of
                   Mar-Jeanne  and  Arthur   Tendler(1)   10.14   Extension  and
                   amendment  of  Promissory  Note  from  Company  in  favor  of
                   Mar-Jeanne and
                         Arthur Tendler(1)
                   10.15 Lease for the Company's executive offices(3)
                   10.16  Consulting  Agreement  between  the Company and Stuart
                   Wertzberger(3)   10.17   Trust   Agreement   between   Stuart
                   Wertzberger  and the Company(3)  10.19  Consulting  Agreement
                   between  the Company and Jensen  Consultants,  Inc.(4)  10.20
                   Promissory  note from Arthur  Tendler dated July 31,  1995(4)
                   10.21 Form of  Convertible  Promissory  Notes and schedule of
                   details(4) 10.22 Software  Development and License  Agreement
                   between the Company and Digital Systems
                         Research, Inc. dated March 8, 1996(6)(P)
                   10.23 Employment Agreement with Gary Wolfe(6)(P)
                   10.24 Covenant Not-to-Compete(6)
                   10.25 Form of Non-qualified Option Agreements with Mar-Jeanne
                          Tendler, Arthur S. Tendler
                       and Bruce Allen "Gil" Gilgen with schedule of details.(9)

                   16.   Letter on change in certifying  accountant  
                         16.1 Letter from  Corbin &  Wertz(4) 
                        16.2  Letter  from  Coopers & Lybrand  L.L.P.(7) 
                        16.3 Letter from Grant Thornton LLP  (8)

                                                      II-2
21.     Subsidiaries of the small business issuer(6)

           23.     Consents of Experts and Counsel

                   23.1 Consent of Cacciamatta  Accounting  Corporation(9)  
                   23.2 Consent of Hand & Hand included in Exhibit 5.

(1)      Incorporated by reference to the Company's Registration Statement on 
       Form SB-2, filed on November
         1, 1993
(2)      Incorporated by reference to the Company's Registration Statement on
          Form 10-SB, File No. 0-20910 (the
         "Form 10")
(3)      Incorporated by reference to the Company's Annual Report on Form 10-KSB
         for the year ended July 31.
         1994.
(4)      Incorporated by reference to the Company's Annual Report on Form 10-KSB
         for the year ended July 31,
         1995.
(5)      Incorporated by reference to the Company's Current Report on Form 8-K 
          dated March 12, 1996.
(6)      Incorporated by reference to the Company's Registration Statement on 
           Form S-3, file no. 333-6423, filed
         on June 20, 1996.
(7)      Incorporated by reference to the Company's Current Report on Form 8-K
          dated August 21, 1996.
(8)      Incorporated by reference to the Company's Current Report on Form 8-K
         dated December 12, 1996.
(9)      Filed herewith.

         All other  Exhibits  called for by Rule 601 of  Regulation  S-B are not
applicable to this filing.

Item 9.         Undertakings

           (a)      The undersigned registrant hereby undertakes:

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

                            (i)     To include any prospectus required by
                                 section 10(a)(3) of the Securities Act
                                    of 1933;

                            (ii)    To  reflect in the  prospectus  any facts or
                                    events  arising after the effective  date of
                                    the  registration  statement  (or  the  most
                                    recent  post-effective   amendment  thereof)
                                    which,  individually  or in  the  aggregate,
                                    represent  a   fundamental   change  in  the
                                    information  set  forth in the  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,
                                    including  (but not limited to) any addition
                                    or election of a managing underwriter.

                    (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
                            offered  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.

                                                      II-3
(b)
The undersigned registrant hereby undertakes that, for purposes of determining 
any liability
under the Securities Act of 1933, each filing of the registrant's annual report 
pursuant to
                    Section 13(a) or 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.

                            (i)     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 tha
 a claim for indemnification against
                                    such liabilities (other than the payment by 
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 that 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.

                                                      II-4
SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this  registration  statement  to be signed on its behalf by the
undersigned,  thereunto  duly  authorized  in the City of San  Juan  Capistrano,
California, on March 14, 1997.

                              WIZ TECHNOLOGY, INC.

                                                    By:   /s/ Mar Jeanne Tendler
                                                          Mar Jeanne Tendler
                                                         Chief Executive Officer

       Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  the
registration  statement  has been signed below by the  following  persons in the
capacities indicated on March 14, 1997.

      /s/ Mar Jeanne Tendler                        Chief Executive Officer 
      Mar Jeanne Tendler               (principal executive officer)and Director

      /s/ Arthur Tendler                            President and Director
      Arthur Tendler

      /s/ Bruce Allen Gilgen               Executive Vice President and Director
      Bruce Allen Gilgen

      /s/ Richard Nance            Chief Financial Officer (principal accounting
      Richard Nance                            and financial officer)

                                                      II-5