Ibiz Inc – ‘8-K’ for 12/7/04

On:  Wednesday, 12/8/04, at 5:06pm ET   ·   For:  12/7/04   ·   Accession #:  1144204-4-21302   ·   File #:  0-50458

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         3     12K 
 2: EX-10.1     Material Contract                                   HTML      4K 

8-K   —   Current Report
Document Table of Contents

8-K
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 U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE
 SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): December 7, 2004

 IBIZ TECHNOLOGY CORP.

(Exact name of Registrant as specified in its charter)

 FLORIDA
(State or jurisdiction of incorporation or organization)

 0-27619
(Commission File Number)

86-0933890
 (I.R.S. Employer Identification Number)

2238 West Lone Cactus, Suite 200, Phoenix, Arizona 85027
 (Address of principal executive offices) (Zip Code)

 Registrant's telephone number: (623) 492-9200

Copies to:
Darrin M. Ocasio, Esq.
 Sichenzia Ross Friedman Ference LLP
 1065 Avenue of the Americas
New York, New York 10018
 Phone: (212) 930-9700
 Fax: (212) 930-9725

Check the appropriate box below if the Form 8-K filing is intended to           
simultaneously satisfy the filing obligation of the registrant under any of the 
following provisions (see General Instruction A.2. below):                      

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)                                                                

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR  
240.14a-12)                                                             

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))                                               

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))                                               

8-K
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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.                           

On December 7, 2004, iBiz Technology Corp. (the "Company") and Keshet Fund,     
L.P., Keshet L.P., Laurus Master Fund, Ltd., and Talbiya B Investments Limited, 
the holders (collectively, the "Debenture Holders") of the Company's convertible
debentures issued between October 2000 and January 2002 (the "Debentures") and  
related warrants to purchase shares of the Company's common stock, $.001 par    
value (the "Warrants"), entered into an Agreement (the "Agreement") whereby the 
Debenture Holders agreed to structure a conversion of the Debentures in order to
extinguish all rights and obligations owed to such Debenture Holders based upon 
the outstanding Debentures and Warrants. Pursuant to the Agreement,             
$1,128,052.33 in debt pursuant to the Debentures and 587,500 Warrants were      
extinguished in exchange for an aggregate of 400,000,000 shares of the Company's
common stock. The Company currently has no convertible debentures issued and    
outstanding.                                                                    

The foregoing is not intended to be a full and complete description of the      
transaction. Terms of the transaction are more fully described in the Settlement
Agreement and Release, attached as an exhibit to this Form 8-K.                 

ITEM 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT.                       

See above.                                                          

ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES                               

See above.                                                          

ITEM 3.03 MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS                   

See above.                                                          

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.                                    

(A) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.                                  

Not applicable.                                                     

(B) PRO FORMA FINANCIAL INFORMATION.                                            

Not applicable.                                                     

(C) EXHIBITS.                                                                   

Number                        Description                                       

10.1    Settlement Agreement and Release dated December 7, 2004                 

8-K
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 SIGNATURE

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange  
Act of 1934, the Registrant has duly caused this report to be signed on its     
behalf by the undersigned, thereunto duly authorized.                           

 IBIZ TECHNOLOGY CORP.

Dated: December 8, 2004                By: /s/  Kenneth W. Schilling            
                                       -----------------------------------------
                             Kenneth W. Schilling, President

Dates Referenced Herein

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
Filed on:		12/8/04		3					None on these Dates
For Period End:		12/7/04		1		2
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