U.S. SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549
                               FORM 10-KSB ANNUAL
                          REPORT PURSUANT TO SECTION 13
                                 OR 15(d) OF THE
                   SECURITIES EXCHANGE ACT OF 1934 FOR FISCAL
                          YEAR ENDED OCTOBER 31, 2001.


                                   000-027619
                             Commission File Number

                              IBIZ TECHNOLOGY CORP.
                 (Name of small business issuer in its charter)


             Florida                                   86-0933890
   State or other jurisdiction                        IRS Employer
     of incorporation                              Identification No.

    2238 West Lone Cactus Drive, #200, Phoenix, Arizona 85021, (623) 492-9200
          (Address and telephone number of principal executive offices)

         Securities registered under Section 12(b) of the Exchange Act:
                                     None.


         Securities registered under Section 12(g) of the Exchange Act:
                         Common Stock, par value $0.001


     Check  whether  the issuer (1) filed all  reports  required  to be filed by
Section 13 or 15(d) of the Exchange Act,  during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing requirements for the past 90 days. Yes [X] No []

     Check  if  disclosure  of  delinquent  filers  in  response  to Item 405 of
Regulation  S-B is not  contained  in  this  form,  and no  disclosure  will  be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X].

     The  registrant's  revenues from  continuing  operations for the year ended
October 31, 2001 were $2,607,517.

     As of February 26,  2002,  the  aggregate  market value of the common stock
held by non-affiliates computed by reference to the average bid and asked prices
of such stock was $1,407,478.

     As of February 26, 2002, the registrant  had  223,409,275  shares of common
stock, par value $.001 per share, outstanding.
<PAGE>
                                     PART I
ITEM 1. DESCRIPTION OF BUSINESS.

     IBIZ HISTORY

     iBIZ was originally  incorporated under the laws of the State of Florida in
1994. From its incorporation  through December 31, 1998, the Company operated as
a development  stage  company with no operations or revenues  while it sought to
identify a strategic business  combination with a private operating company.  To
facilitate the  acquisition of a private  company doing business  outside of its
initial  purpose  upon  incorporation,  the  Company  changed  its  name  to EVC
Ventures, Inc. in May 1998 and to INVNSYS Holding Corporation in October 1998.

     Effective   January  1,  1999,   the  Company   entered   into  a  Plan  of
Reorganization and Stock Exchange Agreement with INVNSYS Technology  Corporation
("INVNSYS")  and various  shareholders of INVNSYS (the  "Reorganization").  As a
result of the  Reorganization,  INVNSYS became a wholly-owned  subsidiary of the
Company.  On February 1, 1999, the Company  changed its name to iBIZ  Technology
Corp.

     BUSINESS HISTORY OF INVNSYS

     The Company  conducts  business  solely  through its  operating  subsidiary
INVNSYS.  For your convenience,  this report will refer to the parent company as
the Company or iBIZ and the wholly-owned operating company as INVNSYS.

     INVNSYS (formerly known as SouthWest  Financial Systems,  Inc.) was founded
in 1979. Under the direction of INVNSYS' founder, Kenneth Schilling, the company
initially  focused on  distributing  front-end bank branch  automation  computer
systems for networking applications. INVNSYS acted as a regional distributor for
SHARP Electronics ("SHARP"), a privately held Japanese manufacturer of computers
and electronic  devices.  In addition,  INVNSYS also distributed the products of
Billcon  Company,  Ltd., and Glory,  manufacturers  of bank automation and money
processing systems.

     In 1985, INVNSYS became a master distributor of SHARP products and acquired
the exclusive rights to distribute  SHARP products to financial  institutions in
the western  United  States.  Between 1987 and 1990,  INVNSYS won various awards
from SHARP for outstanding  sales  performance.  Also during this time,  INVNSYS
began  to  participate   in  the  design  of  computer   systems  for  financial
institutions.  In cooperation with Wells Fargo Bank and SHARP,  INVNSYS produced
the first plain paper facsimile machine in 1990.

     In 1992,  INVNSYS  began to  design  and build  its own  computer  systems,
focusing  on  integrated  systems  for the banking  industry.  In 1993,  INVNSYS
terminated  its  relationship  with  SHARP and  focused  on  developing  its own
products. In approximately 1994, INVNSYS began working in conjunction with Epson
America ("Epson"), a leading manufacturer of point-of-sale computer products, in
the  development  of products for the banking  industry.  For  example,  INVNSYS
designed a software program that enabled Epson transactional printers to produce
cashier's  checks,  an industry  innovation.  In addition,  in cooperation  with
Epson,  INVNSYS designed and marketed a stackable  computer system for financial
institutions.  In 1996,  INVNSYS  produced  its first  entry into the market for
complete computer systems with its Vision 2000 Multimedia Notestation,  an Intel
Pentium-based  computer/printer  combination.  In October 1998, INVNSYS began to
market a line of business transaction computers, the iT series.

     In January 2000, the Company began offering network  integration  services.
In March  2000,  the  Company  began  offering  digital  subscriber  line  (DSL)
services. As of October 31, 2001, the Company discontinued these services.

     On September  18, 2000,  the Company  announced the opening of its new data
center/Web-hosting  server co-location  facility,  located in Phoenix.  The data
center  allows  clients  to run their  Web-based  activities  over the  Internet
without having to maintain  internal IT and other  systems-related  staffing and
equipment.  Through this facility, iBIZ provides Web-hosting services, including
hardware connections,  scalable bandwidth, and back-up servers to ensure clients
of continuous  data traffic and  Internet-based  operations  with  uninterrupted
connectivity.  iBIZ also provides  high levels of physical and systems  security
<PAGE>
and around-the-clock maintenance, monitoring and technical support. The facility
has an extensive raised floor, with secured cabinet space for up to 390 clients,
11 full-size,  individually secured data suites, and a mezzanine level with rack
space for 1200 leased  computer  servers.  Additionally,  the facility has space
available for custom built enclosures. The iBIZ-designed infrastructure includes
3 primary  environmental  control systems and uninterruptible power systems with
battery and generator back-up functions.  The facility is connected by 3 diverse
optical  fiber  routes  and by 4 major  access  providers,  delivering  Internet
traffic directly to the Internet  backbone.  As of October 31, 2001, the Company
discontinued this service.

     In March 2000, the company  introduced  the Keysync  Keyboard and a line of
products  specific to the  personal  digital  assistant  (PDA)  market.  Through
October 31,  2001,  the company has  expanded the product mix to more than fifty
different individual PDA products.

     iBIZ's  principal  offices  are  located  at 2238 West Lone  Cactus,  #200,
Phoenix,  Arizona  85021.  iBIZ  maintains  a website at  www.ibizcorp.com.  The
information on the website is not part of this report.

     Statements  regarding the various hardware products offered by the Company,
joint   ventures,    marketing   agreements   and   web-hosting   services   are
forward-looking  and you  should  not rely on them or assume  that the  products
discussed  will ever be shipped in quantities  sufficient  to generate  material
revenue or that marketing  agreements and web-hosting services will generate any
revenue.  Many products  discussed in this report may  ultimately not be sold or
may only be sold in limited  quantities.  Marketing  agreements and  web-hosting
services may not result in anticipated revenue for the Company.  Technology used
in  computer  products  is  subject  to rapid  obsolescence,  changing  consumer
preferences,  software  advancements,  and competitors' products time to market.
These factors,  among others,  may result in unforeseen  changes in the types of
products ultimately sold and services offered by the Company.  See Risk Factors,
below.

     PRODUCTS AND SERVICES

     For the year ended  October 31,  2001,  INVNSYS  engaged in the business of
designing,  manufacturing and distributing  small-footprint  desktop  computers,
transaction printers,  general purpose financial application keyboards,  numeric
keypads,     cathode    ray    tube    ("CRT")    and    thin-film    transistor
liquid-crystal-display  ("TFT-LCD") monitors and related products.  INVNSYS also
markets a line of original equipment manufacturer ("OEM") notebook computers and
distributes  color printers.  In addition to hardware INVNSYS sells  third-party
hardware, software, and related supplies.

     INVNSYS' success is dependent upon the introduction of new products and the
enhancement of existing products.  INVNSYS is actively engaged in the design and
development  of  additional  computers  and  peripherals  to augment its present
product line. Currently, INVNSYS designs many of its products in-house.

     Because  of the  rapid  pace  of  technological  advances  in the  personal
computer industry, INVNSYS must be prepared to design, develop,  manufacture and
market new and more powerful  hardware products in a relatively short time span.
While INVNSYS believes that it has been successful to date in accomplishing that
goal, there can be no assurance that it will continue to do so in the future.

     -  Personal  Computers.   We  offer  small  footprint  personal  computers,
including the Sahara and the Safari.

     - Keyboards. We market a range of keyboards and numeric keypads targeted at
financial  institutions.  We market our "KeySync" keyboard specifically designed
for use with PDAs.

     - Displays  and  Monitors.  We sell a line of  space-saving,  zero-emission
Harsper TFT-LCD flat panel displays.  We believe our TFT-LCD panels take up less
than  one-tenth of the space needed for an  equivalent  cathode ray tube monitor
and are some of the thinnest  available  on the market.  We also offer a line of
traditional monitors.
<PAGE>
     - Notebook  Computers.  We market a complete line of competitively  priced,
build-to-order notebook computers, including the Apache and the Phoenix.

     - Printers  and  Peripherals.  We are an  authorized  distributor  of Epson
printers and peripherals and currently offer two transactional printers.

     - Third-Party  Hardware,  Software,  and Related Supplies.  In an effort to
provide our  customers a wider range of products,  we recently  began  reselling
third-party hardware, software, and related supplies.

     INVNSYS completed a co-location  facility in August, 2000 and opened it for
service on September 14, 2000.  "Co-location" is providing network  connections,
such as Internet  leased lines,  to several  servers housed together in a server
room.  Typically,  we  provide a server,  usually a Web  server,  located at our
dedicated  facility  designed  with  resources  which  include a secured cage or
cabinet, regulated power, dedicated internet connection, security and support.

     Our co-location  facility offers our customers a secure place to physically
house their hardware and equipment.  The potential for fire, theft, or vandalism
is much greater  locating  such  equipment in their  offices or  warehouse.  Our
facility  also offers high  security - including  cameras,  fire  detection  and
extinguishing  devices - multiple connection feeds, filtered power, backup power
generators and other items to ensure  high-availability,  which is mandatory for
all Web-based, virtual businesses.

     Responding to market demand for complete network  solutions,  INVNSYS began
providing  network  integration  services in the last  quarter of 1999.  Through
previous contacts developed by its Chief Technology Officer prior to joining the
Company,  INVNSYS  acquired network  integration  service accounts with American
Express, Motorola, and Intel.

     Expanding its  networking  capabilities,  in November 1999 INVNSYS  entered
into an  agreement  with  Northpoint  Communications.  Through  this  agreement,
INVNSYS began offering  digital  subscriber line ("DSL")  services to commercial
customers.  DSL service is an emerging technology  providing high-speed Internet
connections  over phone carriers'  existing  copper wiring at connection  speeds
ranging  from 144 KBPS to 1.5 MBPS.  Management  believes  DSL service  offers a
lower  cost  alternative  to  competing  products  such as T-1 and  frame  relay
services  that  provide  similar   connection  speeds  but  require   additional
infrastructure expenditures.

     DISCONTINUED OPERATIONS AND CONSOLIDATION OF OPERATIONS

     As of October 31, 2001,  management  elected to discontinue  non profitable
segments of company  operations and to focus on profitable  business units.  The
discontinued  segments  include  the  network  integration   services,   digital
subscriber line (DSL), and co-location computer data and server facility.

     The company is focusing it's current business on the PDA accessory business
as well as industry  specific  products,  which  include  financial  application
keyboards, LCD Monitors, and small footprint computers.

     The company sold the  co-location  operations to Arizona  Internet LLC. and
netted  approximately  $188,000  from the sale.  In addition  the  company  kept
approximately $250,000 of assets, which it is holding currently for resale.

     MARKETING, SALES AND DISTRIBUTION

     INVNSYS  markets and distributes  products  directly to end users through a
direct sales force, regional resellers, value-added providers in the banking and
point-of-sale ("POS") market and Internet commerce sites.
<PAGE>
     In  addition  to direct  sales,  INVNSYS  also  markets  its full  range of
products directly to retail customers  through its website at  www.ibizcorp.com.
To date, iBIZ has recognized  only nominal  revenues from Internet retail sales.
Management  believes that direct sales to end users should allow INVNSYS to more
efficiently and effectively meet customer needs by providing  products which are
tailored for the customer's individual requirements at a more economical price.

     INVNSYS  also  distributes  its  products to regional  resellers  and, to a
lesser extent,  national distributors and to retail stores such as CompUSA, Inc.
and Fry's Electronics.

     MANUFACTURING

     INVNSYS'  products are engineered and  manufactured by various  entities in
Taiwan.  Currently,  INVNSYS has an agreement with DataComp, a private Taiwanese
company,  to manufacture  INVNSYS'  keyboards and keypads.  The Harsper  TFT-LCD
panels are manufactured in South Korea. First  International  Computer in Taiwan
currently manufactures INVNSYS' desktop computers.

     These manufacturers build INVNSYS' products to INVNSYS' specifications with
non-proprietary  components.  Therefore,  the vast  majority  of  parts  used in
INVNSYS'  products are available to INVNSYS'  competitors.  Although INVNSYS has
not   experienced   difficulties   in  the  past  relating  to  engineering  and
manufacturing,  the failure of  INVNSYS'  manufacturers  to produce  products of
sufficient  quantity and quality could adversely affect INVNSYS' ability to sell
the products its customers' demand.

     INVNSYS engages in final assembly,  functional  testing and quality control
of its products in its Phoenix,  Arizona facility.  Management believes INVNSYS'
completion of the final stages of manufacturing allows INVNSYS to ensure quality
control for its products manufactured overseas.

     INVNSYS  has  entered  into  an  agreement  with  Twinhead  Corporation,  a
Taiwanese   manufacturer  of  notebook   computers   ("Twinhead"),   to  produce
build-to-order notebook computers. The design,  engineering and manufacturing of
INVNSYS' notebook  computers is done entirely by Twinhead.  Management  believes
this  relationship  allows  INVNSYS to offer a broader  range of products to its
customers without the cost of research and development and manufacturing.

     LICENSES

     Microsoft,  Inc.  In June 1999,  INVNSYS  entered  into an  agreement  with
Microsoft,  Inc. to become an OEM system builder.  Participation in this program
allows  INVNSYS to  install  genuine  Microsoft  operating  systems in  selected
applications  with full support from  Microsoft.  In  addition,  this  agreement
entitles INVNSYS to  pre-production  versions of Microsoft  products and enables
INVNSYS to provide input into development and design of new products.

     KeyLink Software License. iBIZ has an exclusive,  perpetual license to use,
distribute  and  offer for sale  with  associated  hardware  the  software  that
facilitates the connection between the KeySync keyboard and PDA's

     PATENTS AND TRADEMARKS

     INVNSYS holds United States and or foreign  patents for its products.  iBIZ
filed a patent  application  for its Lapboard  keyboard  and was awarded  patent
09/765169 on January 3, 2002. In general, INVNSYS believes that its success will
depend primarily upon the technical  expertise,  creative skills, and management
abilities of its officers,  directors,  and key employees  rather than on patent
ownership.

     iBIZ has filed an  application  with the United States Patent and Trademark
Office for the use of the names  "iBIZ" and  "KeySync"  and received a trademark
award  for  the  iBIZ  name  on  January  8,  2002.  The  Company  is  currently
investigating various other product trademarks.
<PAGE>
     SERVICE AND SUPPORT

     INVNSYS  provides its customers  with a  comprehensive  service and support
program.  Technical  support is provided to customers via a toll-free  telephone
number as well as  through  the iBIZ  website.  The number is  available  Monday
through Friday 8:00 a.m. to 5:00 p.m., Mountain Standard Time.

     Also  available on iBIZ's  website are links to files for software  patches
and drivers used for software updates.

     COMPETITION

     The personal computer industry is highly  competitive.  INVNSYS competes at
the product level with various other personal computer  manufacturers and at the
distribution level primarily with computer retailers,  on-line marketers and the
direct sales forces of large personal computer manufacturers.

     At the product level,  the personal  computer  industry is characterized by
rapid  technological  advances in both hardware and software  development and by
the  frequent   introduction   of  new  and  innovative   products.   There  are
approximately  100  manufacturers of personal  computers,  the majority of which
have greater  financial,  marketing and  technological  resources  than INVNSYS.
Competitors  at this level  include IBM,  Compaq,  Dell,  NEC, and Gateway 2000.
Gateway 2000 and NEC, among other competitors,  have recently introduced smaller
desk top  computers  than have been  manufactured  in the past.  However,  those
computers are targeted for the consumer and not for the  corporate  customer and
are  more  expensive  than the  computers  offered  by  INVNSYS.  INVNSYS'  main
competitors  for its line of  thin-client  computer  systems  include  specialty
manufacturers such as WYSE Technology.

     Competitive  factors  include  product  quality and  reliability,  price to
performance characteristics,  marketing capability, and corporate reputation. In
addition,  a segment of the industry  competes  primarily  for  customers on the
basis of price.  Although INVNSYS' products are price competitive,  INVNSYS does
not attempt to compete solely on the basis of price.

     The intense nature of competition in the computer industry subjects INVNSYS
to  numerous  competitive  disadvantages  and  risks.  For  example,  many major
companies will exclude consideration of INVNSYS' products due to limited size of
the company.  Moreover,  INVNSYS'  current  revenue levels cannot support a high
level of national or international  marketing and advertising efforts.  This, in
turn,  makes it more  difficult for INVNSYS to develop its brand name and create
customer  awareness.  Additionally,  INVNSYS' products are manufactured by third
parties in Taiwan or South Korea. As such,  INVNSYS is subject to numerous risks
and  uncertainties of reliance on offshore  manufacturers,  including,  taxes or
tariffs,  non-performance,  quality control,  and civil unrest. Also, as INVNSYS
holds no patents,  the vast majority of parts used in its products are available
to its competitors.

     Management believes that it can compete effectively by providing computers,
peripherals,  and PDA  accessories  utilizing  unique  designs and  space-saving
qualities.  Although  Management  believes it has been successful to date, there
can be no assurance  that INVNSYS  will be able to compete  successfully  in the
future.

     CUSTOMERS FOR PRODUCTS

     Throughout  its history,  INVNSYS'  ability to deliver  innovative  product
designs and quality customer service has enabled it to provide products to major
financial institutions including Wells Fargo, Bank of America, Security Pacific,
Northrim  Bank,  and First  Interstate  Banks.  Currently,  no  single  customer
accounts for more than 10% of INVNSYS' product revenues.
<PAGE>
     USE OF TRADEMARKS AND TRADENAMES

     All trademarks and tradenames used in this report are the property of their
respective owners.


     Employees

     As of October 31, 2001,  INVNSYS had approximately 15 full-time  employees.
No  employee  of  INVNSYS  is  represented  by a labor  union or is subject to a
collective bargaining  agreement.  INVNSYS has never experienced a work-stoppage
due to labor difficulties and believes that its employee relations are good.

     ITEM 2. DESCRIPTION OF PROPERTY.

     On February 1, 2002, iBIZ began leasing  approximately 4,343 square feet of
custom  built  office space  located at 2238 West Lone  Cactus,  #200,  Phoenix,
Arizona.  The  facility  is used for  administration,  design,  engineering  and
assembly of products. iBIZ's lease is for a term of 3 years, with monthly rental
payments from $2,172 to $4,343 plus taxes and operating costs.


     ITEM 3. LEGAL PROCEEDINGS.

     iBIZ has been assessed  approximately  $62,000 in penalties and interest by
the IRS in connection  with payroll taxes due through the first quarter of 1999.
The Company has paid the taxes,  interest,  and some portion of the penalty, but
has  requested an abatement of the  remaining  penalty  imposed.  The Company is
awaiting a final disposition by the IRS.


     ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

     Not applicable.
<PAGE>
                                     PART II

     ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.


     MARKET FOR COMMON EQUITY

     Our  common  stock is  currently  traded on the Over The  Counter  Bulletin
Board.  The common stock was initially listed under the symbol "EVCV" on June 3,
1998,  and trading  began on July 16, 1998.  On October 26, 1998, we changed our
trading symbol to "IBIZ." The following  charts  indicate the high and low sales
price for the common stock for each fiscal quarter between November 1, 1998, and
October  31,  2001,  as quoted on the Over The  Counter  Bulletin  Board.  These
quotations reflect  inter-dealer  prices,  without retail mark-up,  mark-down or
commission, and may not represent actual transactions.

<TABLE>
<CAPTION>
                                                                    Price
                                  Quarter Ended            High              Low
                              ---------------------- ----------------- ----------------
<S>                                          <C>            <C>            <C>
                                     January 99             2.563          1.156
                                       April 99             1.875          0.750
                                        July 99             2.266          0.625
                                     October 99             1.500          0.844
                                     January 00             2.063          0.969
                                       April 00             3.188          0.938
                                        July 00             1.281          0.625
                                     October 00             1.219          0.375
                                     January 01             0.419          0.177
                                       April 01             0.220          0.135
                                        July 01             0.200          0.010
                                     October 01             0.550          0.020
                               Through November             0.030          0.010
                                       30, 2001
                              ---------------------- ----------------- ----------------
</TABLE>

     As of November  30, 2001,  management  believes  there to be  approximately
7,142 holders of record of iBIZ's common stock.  To date,  iBIZ has not paid any
dividends on its common stock.  iBIZ does not currently  intend to pay dividends
in the future.  iBIZ is  prohibited  from  declaring or paying  dividends  while
certain debentures or warrants are outstanding.


     RECENT SALES OF UNREGISTERED SECURITIES

     The shares described below represent certain equity securities of iBIZ sold
by iBIZ during the period covered by this report that were not registered  under
the  Securities  Act,  all of which were issued by iBIZ  pursuant to  exemptions
under  the  Securities  Act.   Underwriters  were  involved  in  none  of  these
transactions. In each case, the securities were sold to accredited investors, as
determined  by an  investor  questionnaire  executed  in  conjunction  with  the
respective subscription agreements.

     During 2000, the Company issued an aggregate of 5,680,713  shares of common
stock to seven purchasers upon conversion of convertible debentures at effective
prices  between  $.30 and $.805 per  share.  The sales  were made to  accredited
investors in reliance on Rule 506 or Section 4(2) under the Securities Act.

     In September  2000,  the Company  issued an aggregate of 368,364  shares of
common  stock to four  individuals  or entities at prices  ranging from $.45 and
$.55 per share.  the Securities  Act. In connection  with such sale, the Company
issued  warrants to purchase  424,114 shares of Common Stock,  exercisable for a
period of three years at prices between $.90 and $1.00 per share. The shares and
warrants  were issued in reliance on Section  4(2) of the  Securities  Act to an
accredited investor.

     During 2000,  the Company  issued an aggregate of 620,000  shares of common
stock to four purchasers upon exercise of warrants at $.75 per share.  The sales
were made to accredited  investors in reliance on Rule 506 or Section 4(2) under
the Securities Act.
<PAGE>
     The Company  entered into a certain stock  purchase  agreement with various
individuals and institutions in which they agreed to purchase an aggregate of $5
million of 8% Convertible  Notes (the "Notes").  The Conversion Price for all of
the Notes is the lesser of (i) 80% of the  average of the three  lowest  closing
bid prices of the Common Stock on the Principal  Market for the twenty-two  (22)
trading days prior to the Closing  Date,  or (ii) 80% of the average of the five
lowest  closing bid prices of the Common Stock on the  Principal  Market for the
sixty (60) trading days prior to the  Conversion  Date,  as defined in the Note.
The maximum share of the Company that any Subscriber may own after conversion at
any given time is 4.99%,  unless the Subscriber  gives 75 days prior notice.  In
connection  with the issuance of the Notes,  the Company  issued an aggregate of
1,050,000  warrants to purchase common stock to two  institutions.  The warrants
are  exercisable  for a period of five years at prices  ranging  from  $.2275 to
$.4755. All of the foregoing  securities were issued in reliance on Section 4(2)
of the Securities Act of 1933 to accredited investors.

     In January 2000,  the Company  issued 250,000 shares of common stock to one
investor  at a price  of $1.10  per  share.  The sale was made to an  accredited
investor in reliance on Rule 506 or Section 4(2) under the Securities Act.

     During  September  and October  2000,  the Company  issued an  aggregate of
3,237,252  shares of common stock to 12 investors at prices ranging  from$.30 to
$.55 per share. The sales were made to accredited  investors in reliance on Rule
506 or Section 4(2) under the Securities Act.

     During  September 2000, the Company issued an aggregate of 48,888 shares of
common  stock at an  effective  price of $.45 per share to four  individuals  in
payment  of  outstanding  invoices  totaling  $22,000.  The  sales  were made in
reliance on Rule 506 or Section 4(2) under the Securities Act.

     During  December 2000 and January 2001,  the Company issued an aggregate of
205,542 shares of common stock to five entities in connection with conversion of
or  interest  payments  on  convertible  debentures.  Such shares were issued at
effective  prices  ranging  from $.12 to $.21 per share.  The sales were made to
accredited  investors  in  reliance  on  Rule  506 or  Section  4(2)  under  the
Securities Act.

     During February 2001 through November 2001, the Company issued an aggregate
of  61,298,682  shares of  common  stock to five  entities  in  connection  with
conversion of or interest payments on convertible  debentures.  Such shares were
issued at effective  prices  ranging from $.0120 to $.0195 per share.  The sales
were made to accredited  investors in reliance on Rule 506 or Section 4(2) under
the Securities Act.
<PAGE>
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS

      Through its operating subsidiary, INVNSYS, iBIZ designs, manufactures, and
distributes small footprint desktop computers, transaction printers, general
purpose financial application keyboards, numeric keypads, CRT's, TFT-LCD
monitors and related products. INVNSYS also markets a line of OEM notebook
computers and distributes a line of transactional and color printers. iBIZ also
offered network integration services, digital subscriber line high-speed
Internet connection services, a co-location server facility and
business-to-business software sales. To provide a greater range of products,
iBIZ resells third-party hardware, software and related supplies.

     Selected Financial Information.
<TABLE>
<CAPTION>

                                                 YEAR ENDED
                                                 ----------
                                        10/31/00             10/31/01
-------------------------------------------------------------------------

Statement of Operations Data                $                    $
<S>                                          <C>                  <C>
      Net sales                              3,992,349            1,966,665
      Gross profit                             428,806              541,909
      Operating income from
         continuing operations(loss)        (5,094,864)          (4,640,715)
      Net earnings (loss) after tax         (5,455,728)          (6,748,794)
      Net earnings (loss) per share              (0.18)               (0.12)

Balance Sheet Data
      Total assets                           4,016,882              923,858
      Total liabilities                      3,135,576            4,868,336
      Stockholders' equity (deficit)           881,306           (3,944,478)

</TABLE>
                             RESULTS OF OPERATIONS.

     Fiscal year ended  October 31, 2001  compared to fiscal year ended  October
31,2000.

     Revenues.  Sales from continuing  operations decreased by approximately 51%
to  $1,966,665  in the fiscal year ended  October  2001 from $ 3,992,349  in the
fiscal year ended October 2000.  The decrease was mainly a result of the loss of
DSL  services  we  provided  through  Northpoint  Communications  who  filed for
bankruptcy  in March of 2001,  the stop of demand for  co-location  and  network
integration services and a drop of consumer spending for PDA products.  Also the
lack of an economic recovery from the effects of September 11, 2001.

     Cost of Sales.  The cost of sales of  $1,424,756  in the fiscal  year ended
October 2001 decreased from $3,563,543 in the fiscal year ended October 2000, or
approximately a 80% decrease.  This reduction  reflects a drop in purchases from
our overseas suppliers as well as the decrease in costs related to providing DSL
services.

     Gross Profit.  Gross profit increased by  approximately  26% to $541,909 in
the fiscal  year  ended  October  2001 from  $428,806  in the fiscal  year ended
October 2000. The increase  resulted  primarily from the decrease in the cost of
sales from  providing  higher margin  products and decrease in costs relating to
discontinued services.

     Selling,  General  and  Administrative   Expenses.   Selling,  general  and
administrative  expenses increased  approximately 7% to $3,891,469 in the fiscal
year ended October 2001 from  $3,638,731 for the fiscal year ended October 2000.
The  increase was  primarily  due to costs of  developing  new lines of business
(principally  DSL and  co-location  services) and fees paid in  connection  with
financing activities.
<PAGE>
     Interest  Expense.  Interest  expense of $101,563 for the fiscal year ended
October 2000 and of $226,863 for the fiscal year ended  October 2001 was accrued
on notes payable to Community First National Bank primarily extended for working
capital purposes and on convertible  debentures  issued to various  investors as
described herein.

     Interest Expense -- Convertible  Debenture - Beneficial Conversion Feature.
The  Company  has  issued  convertible  debt  securities  with a  non-detachable
conversion  feature that was  "in-the-money"  at the date of issue.  The Company
accounts for such securities in accordance with Emerging Issues Task Force Topic
D-60.  The  Company has  recorded  the fair value of the  beneficial  conversion
feature as interest  expense and an increase to Paid-in Capital in Excess of Par
Value of Stock. Interest expense of $1,336,793 for the fiscal year ended October
2001  was  incurred   under  the  Company's   convertible   debenture-beneficial
conversion feature.

     Net Loss. Net loss from continuing  operations  decreased to $4,640,718 for
the fiscal year ended October 2001 from a net loss of $5,094,864  for the fiscal
year ended  October  2000.  The loss  resulted from the increase in the selling,
general and administrative  expenses and the imposition of interest expenses for
the Company's convertible debenture-beneficial conversion feature.

     Discontinued  Operations.  Net Loss from discontinued  operations increased
from  $360,864 in fiscal year ended  October 31, 2000 to $706,704 in fiscal year
ended October 2001.  The reason for the increase was the company had a full year
of  operating  expense  with  revenues  that  weren't  sufficient  to cover  the
expenses.

     Write down of assets held for sale.  The company  wrote off  $1,401,372  of
assets from it discontinued operations in accordance with FASB 121.

     Fiscal year ended  October 31, 2000  compared to fiscal year ended  October
31,1999.

     Revenues.  Sales  increased by  approximately  17% from  $3,402,681  in the
fiscal year ended  October 1999 to  $3,992,349  in the fiscal year ended October
2000.  The increase was mainly as a result of the focus by management on raising
financing  for  iBIZ  and  a  transition  to a new  line  of  products.  INVNSYS
experiences  short  product  life  cycles  and the  declining  revenues  reflect
declining  sales  volumes for existing  products  which were not replaced by any
significant sales of new products, and which management estimates did not exceed
$10,000.

     Cost of Sales.  The cost of sales of  $1,682,905  in the fiscal  year ended
October 1999  increased to  $3,563,543 in the fiscal year ended October 2000, or
an approximate 112%increase. This increase reflects a coinciding increase in the
sale of products  resulting  in the  purchase  of more  hardware  from  INVNSYS'
overseas suppliers.

     Gross Profit. Gross profit increased by approximately 7% from $399,610,  in
the fiscal year ended  October 1999 to $428,806 in the fiscal year ended October
2000. The increase  resulted  primarily from the increase in Revenues of our PDA
products.

     Selling,  General  and  Administrative   Expenses.   Selling,  general  and
administrative  expenses  increased  approximately  147% from  $1,473,790 in the
fiscal year ended October 1999 to  $3,638,731  for the fiscal year ended October
2000. The increase was primarily due to costs of legal and accounting  fees, and
an increase for additional employee expense.

     Interest  Expense.  Interest  expense of $75,282  for the fiscal year ended
October  2000 and of $58,085 for the fiscal year ended  October 1999 was accrued
on notes payable to Community First National Bank primarily extended for working
capital  purposes.  The decline in interest  expense  resulted from repayment of
most of the principal of the notes in June.
<PAGE>
     Net Loss.  Net Loss  increased  from  $1,053,563  for the fiscal year ended
October 2000 to a loss of $5,455,728 for the fiscal year ended October 2000. The
loss  resulted  from an increase  in the  selling,  general  and  administrative
expenses, a cost of sales decrease that was not in proportion to the significant
decrease in revenues, and a substantial decrease in revenues for the fiscal year
ended October 1999.

     LIQUIDITY AND CAPITAL RESOURCES

     The Company has spent substantial funds on construction and installation of
its co-location  facility and expansion of its sales and marketing efforts. As a
result,  the Company  has needed  capital to  maintain  the  business as a going
concern.

     Since  December 1, 1999,  the Company has raised  approximately  $5,900,000
through the sale of convertible debentures,  convertible notes, common stock and
warrants to various individuals.  The Company relied upon either Section 4(2) or
Regulation D, Rule 506 promulgated under the Securities Act of 1933 with respect
to these sales of common stock.  The Company  currently has  commitments  for an
additional $2,900,000,  subject to meeting certain representations,  warranties,
covenants, and conditions.

     Working  Capital  decreased  $3,585,904  from year end  October 31, 2000 to
October 31, 2001.  The decrease in working  capital was primarily  caused by the
increase in the net loss for the year.

      The company anticipates that the liquidity will increase in the next
fiscal year due to the following measures it has instituted:

1. Reduction in selling, general and administrative expenses especially from:

      a)Reduction in payroll from approximately 50 employees to 8.
      b)Reduction in rent by $200,000 per year due to moving to new facilities.

2. Discontinued non profitable business segments.

3. Sale of assets held for sale.

4. Payments of some, but not all payables and wages through the issuance of
   common stock.

5. Obtained new debenture financing of $222,000 which enabled the company to
   purchase new products to fulfill sales orders.

     The Company believes that the amounts committed (assuming the Company meets
the  representations,  warranties,  covenants,  and  conditions to receive those
amounts)  should be sufficient to finance the Company's  revised  business plans
through the Company's fiscal year ended October 31, 2002.
<PAGE>





                      IBIZ TECHNOLOGY CORP. AND SUBSIDIARY

                        CONSOLIDATED FINANCIAL STATEMENTS

                            OCTOBER 31, 2001 AND 2000



<PAGE>













<TABLE>
<CAPTION>

                                TABLE OF CONTENTS



                                                                                                     PAGE NO.

<S>                                                                                                        <C>
INDEPENDENT AUDITORS' REPORT....................................................................           1

FINANCIAL STATEMENTS

       Consolidated Balance Sheets..............................................................           2

       Consolidated Statements of Operations....................................................         3 - 4

       Consolidated Statement of Stockholders' Equity (Deficit).................................           5

       Consolidated Statements of Cash Flows....................................................         6 - 7

       Notes to Consolidated Financial Statements...............................................        8 - 29


</TABLE>


<PAGE>








                          INDEPENDENT AUDITORS' REPORT




To The Board of Directors and Stockholders
IBIZ Technology Corp. and Subsidiary


We have audited the accompanying consolidated balance sheets of IBIZ Technology
Corp. and Subsidiary as of October 31, 2001 and 2000 and the related
consolidated statements of operations, stockholders' equity (deficit), and cash
flows for the years then ended. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on the financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of IBIZ Technology Corp. and
Subsidiary as of October 31, 2001 and 2000, and the results of their operations
and their cash flows for the years then ended, in conformity with accounting
principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 25 to the
financial statements, the Company has incurred significant operating losses, has
negative working capital, lacks sufficient operating cash to purchase products
to fill sales orders, is delinquent in the payment of payroll taxes and is
delinquent in payment of some wages. These conditions raise substantial doubt
about its ability to continue as a going concern. Management's plans regarding
these matters also are described in Note 25. The financial statements do not
include any adjustments that might result from the outcome of these
uncertainties.




MOFFITT & COMPANY, P.C.
SCOTTSDALE, ARIZONA


February 8, 2002



<PAGE>
                      IBIZ TECHNOLOGY CORP. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS
                            OCTOBER 31, 2001 AND 2000
<TABLE>
<CAPTION>




                                                              ASSETS


                                                                                      2001                  2000
                                                                                -----------------    ------------------

CURRENT ASSETS
<S>                                                                             <C>                  <C>
       Cash and cash equivalents                                                $           6,981    $          631,375
       Accounts receivable                                                                 93,747               432,113
       Inventories                                                                        166,742               439,582
       Prepaid expenses                                                                    54,127               104,874
       Net assets held for sale                                                           438,871                     0
                                                                                -----------------    ------------------



              TOTAL CURRENT ASSETS                                                        760,468             1,607,944
                                                                                -----------------    ------------------






PROPERTY AND EQUIPMENT, NET OF
   ACCUMULATED DEPRECIATION                                                               147,378             1,948,715
                                                                                -----------------    ------------------





OTHER ASSETS
       Notes receivable, officers                                                               0               391,332
       Customer list, net of accumulated amortization                                           0                 7,932
       Deposits                                                                            16,012                60,959
                                                                                -----------------    ------------------

              TOTAL OTHER ASSETS                                                           16,012               460,223
                                                                                -----------------    ------------------




              TOTAL ASSETS                                                      $         923,858    $        4,016,882
                                                                                =================    ==================


<PAGE>
                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)


                                                                                      2001                  2000
                                                                                -----------------    ------------------

CURRENT LIABILITIES
       Accounts payable, trade                                                  $         797,585    $          973,894
       Notes payable, trade                                                                57,500                     0
       Accrued liabilities                                                                727,050               198,019
       Sales and payroll taxes payable                                                    121,483                89,023
       Corporation income taxes payable                                                    19,028                19,028
       Deferred income                                                                      4,495                85,798
       Convertible debentures payable, current portion                                  2,305,929                     0
       Note payable, factor                                                                70,734                     0
       Notes payable, other, current portion                                                5,721                 5,335
                                                                                -----------------    ------------------

              TOTAL CURRENT LIABILITIES                                                 4,109,525             1,371,097
                                                                                -----------------    ------------------

LONG - TERM LIABILITIES
       Convertible debentures payable                                                     750,000             1,750,000
       Notes payable, other                                                                 8,811                14,479
                                                                                -----------------    ------------------

              TOTAL LONG - TERM LIABILITIES                                               758,811             1,764,479
                                                                                -----------------    ------------------

STOCKHOLDERS' EQUITY( DEFICIT)
       Common stock
          Authorized - 100,000,000 shares, par
            value $.001 per share
          Issued and outstanding
             October 31, 2001 - 99,862,248 shares                                          99,862                     0
             October 31, 2000 - 37,812,425 shares                                               0                37,813
       Additional paid in capital                                                       9,801,345             7,940,384
       Accumulated deficit                                                           ( 13,845,685)          ( 7,096,891)
                                                                                -----------------   -------------------

              TOTAL STOCKHOLDERS' EQUITY
                 (DEFICIT)                                                            ( 3,944,478)              881,306
                                                                                -----------------   -------------------

              TOTAL LIABILITIES AND
                 STOCKHOLDERS' EQUITY (DEFICIT)                                 $         923,858   $         4,016,882
                                                                                =================   ===================

</TABLE>
            See Accompanying Notes and Independent Auditors' Report.

                                        2
<PAGE>
                      IBIZ TECHNOLOGY CORP. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                  FOR THE YEARS ENDED OCTOBER 31, 2001 AND 2000
<TABLE>
<CAPTION>




                                                                                      2001                  2000
                                                                                -----------------    ------------------

<S>                                                                             <C>                  <C>
SALES                                                                           $       1,966,665    $        3,992,349

COST OF SALES                                                                           1,424,756             3,563,543
                                                                                -----------------    ------------------

       GROSS PROFIT                                                                       541,909               428,806

SELLING, GENERAL AND ADMINISTRATIVE
   EXPENSES                                                                             3,891,469             3,638,731
                                                                                -----------------    ------------------

OPERATING (LOSS)                                                                      ( 3,349,560)          ( 3,209,925)
                                                                                -----------------    ------------------

OTHER INCOME (EXPENSE)
       Cancellation of debt                                                               223,369                39,950
       Interest income                                                                     28,651                37,178
       Interest expense                                                                 ( 226,863)            ( 101,563)
       Interest expense - convertible debentures-beneficial
        conversion feature                                                            ( 1,336,793)          ( 1,860,454)
       Other income                                                                        20,528                     0
                                                                                -----------------    ------------------

        TOTAL OTHER INCOME (EXPENSE)                                                  ( 1,291,108)          ( 1,884,889)
                                                                                -----------------    ------------------

(LOSS) FROM CONTINUING OPERATIONS
   BEFORE INCOME TAXES                                                                ( 4,640,668)          ( 5,094,814)

INCOME TAXES                                                                                   50                    50
                                                                                -----------------    ------------------

(LOSS) FROM CONTINUING OPERATIONS                                                     ( 4,640,718)          ( 5,094,864)
                                                                                -------------------  --------------------

DISCONTINUED OPERATIONS
       (Loss) from operations of discontinued business segments                         ( 706,704)            ( 360,864)
       Write-down of net assets held for sale                                         ( 1,401,372)                    0
                                                                                -----------------    ------------------

(LOSS) FROM DISCONTINUED OPERATIONS                                                   ( 2,108,076)            ( 360,864)
                                                                                -------------------  ------------------

NET (LOSS)                                                                      $     ( 6,748,794)   $      ( 5,455,728)
                                                                                ===================  ===================

</TABLE>


            See Accompanying Notes and Independent Auditors' Report.

                                        3
<PAGE>
                      IBIZ TECHNOLOGY CORP. AND SUBSIDIARY
                CONSOLIDATED STATEMENTS OF OPERATIONS (CONTINUED)
                  FOR THE YEARS ENDED OCTOBER 31, 2001 AND 2000

<TABLE>
<CAPTION>



                                                                                      2001                  2000
                                                                                -----------------    ------------------

NET (LOSS) PER COMMON SHARE

       Basic and Diluted:

<S>                                                                             <C>          <C>     <C>           <C>
        Continuing operations                                                   $          ( 0.08)   $           ( 0.17)

        Discontinued operations                                                 $          ( 0.04)   $           ( 0.01)
                                                                                -----------------    ------------------

           NET (LOSS)                                                           $          ( 0.12)   $           ( 0.18)
                                                                                =================    ==================

WEIGHTED AVERAGE NUMBER OF COMMON
   SHARES OUTSTANDING

       Basic and diluted                                                                55,660,810            30,425,004
                                                                                ==================   ===================
</TABLE>



            See Accompanying Notes and Independent Auditors' Report.

                                        4

<PAGE>
                      IBIZ TECHNOLOGY CORP. AND SUBSIDIARY
            CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
                  FOR THE YEARS ENDED OCTOBER 31, 2001 AND 2000


<TABLE>
<CAPTION>


                                                              Common Stock
                                                          Shares         Amount
<S>               <C>                                   <C>        <C>
BALANCE, NOVEMBER 1, 1999 ..........................    26,370,418 $      26,370

CONVERSION OF DEBENTURES FOR
   COMMON STOCK ....................................     5,318,062         5,319

ISSUANCE OF COMMON STOCK FOR:
       CASH ........................................     3,613,918         3,614
       ADVANCES ON STOCK SUBSCRIPTIONS .............       100,000           100
       CASH FROM WARRANTS ..........................       520,000           520
       CASH FROM STOCK OPTIONS .....................        90,000            90
       ACCOUNTS PAYABLE ............................       100,000           100
       SERVICES ....................................     1,242,653         1,243
       PAYROLL BONUSES .............................        50,000            50
       FEES AND COSTS FOR ISSUANCE OF STOCK ........       407,374           407

FEES AND COSTS PAID FOR ISSUANCE OF COMMON
   STOCK ...........................................             0             0

INTEREST EXPENSE - CONVERTIBLE DEBENTURES -
   BENEFICIAL CONVERSION FEATURE ...................             0             0

NET (LOSS) FOR THE YEAR ENDED OCTOBER 31, 2000 .....             0             0
                                                        ----------    ----------

BALANCE, OCTOBER 31, 2000 ..........................    37,812,425        37,813



CONVERSION OF DEBENTURES FOR COMMON STOCK ..........    62,049,823        62,049

FEES AND COSTS FOR ISSUANCE OF COMMON STOCK ........             0             0

INTEREST EXPENSE - CONVERTIBLE
   DEBENTURES - BENEFICIAL CONVERSION FEATURE ......             0             0

NET (LOSS) FOR THE YEAR ENDED OCTOBER 31, 2001 .....             0             0
                                                        ----------    ----------

BALANCE, OCTOBER 31, 2001 ..........................    99,862,248 $      99,862
                                                        ==========    ==========

</TABLE>



            See Accompanying Notes and Independent Auditors' Report.

                                        5
<PAGE>
<TABLE>
<CAPTION>
                          Additional               Advances
                            Paid in                on Stock                Accumulated
                            Capital              Subscriptions               Deficit               Total

<S>                   <C>                   <C>                        <C>                   <C>
                      $        1,106,266    $               75,000     $        ( 1,641,163) $       ( 433,527)


                               2,529,575                         0                     0             2,534,894


                               1,474,688                         0                     0             1,478,302
                                  74,900                  ( 75,000)                    0                     0
                                 389,480                         0                     0               390,000
                                  67,410                         0                     0                67,500
                                  49,900                         0                     0                50,000
                                 951,415                         0                     0               952,658
                                  50,450                         0                     0                50,500
                                 483,147                         0                     0               483,554


                             ( 1,097,301)                        0                     0           ( 1,097,301)


                               1,860,454                         0                     0             1,860,454

                                       0                                     ( 5,455,728)          ( 5,455,728)
                      ------------------    ----------------------     --------------------  -------------------

                               7,940,384                         0           ( 7,096,891)              881,306



                                 918,637                         0                     0               980,686

                               ( 394,468)                        0                     0             ( 394,468)


                               1,336,792                         0                     0             1,336,792

                                       0                         0           ( 6,748,794)          ( 6,748,794)
                      ------------------    ----------------------     --------------------  -------------------

                      $        9,801,345    $                    0     $    ( 13,845,685)    $     ( 3,944,478)
                      ==================    ======================     ===================== ===================

</TABLE>



            See Accompanying Notes and Independent Auditors' Report.

                                        5
<PAGE>
                      IBIZ TECHNOLOGY CORP. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                  FOR THE YEARS ENDED OCTOBER 31, 2001 AND 2000
<TABLE>
<CAPTION>



                                                                    2001            2000
                                                               -------------   ------------

CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                            <C>             <C>
       Net (loss) ...........................................  $( 4,640,718)   $(5,094,864)
       Adjustments to reconcile net (loss) to
         net cash (used) by operating activities of
         continuing operations:
           Loss from discontinued operations ................    (2,108,076)      (360,864)
           Write-down of net assets held for sale ...........     1,401,372              0
           Depreciation .....................................       246,019         35,667
           Amortization .....................................        53,460         37,690
           Loss on disposition of property and equipment ....             0         21,081
         Interest expense - convertible debentures-beneficial
             conversion feature .............................     1,336,793      1,860,454
           Common stock issued for expenses .................             0      1,003,158
           Allowance for uncollectible accounts .............       453,693         97,500
       Changes in operating assets and liabilities:
           Accounts receivable ..............................       257,832       (317,313)
           Inventories ......................................       272,840       (171,495)
           Prepaid expenses .................................        50,747        (65,890)
           Deposits .........................................        44,947        (44,200)
           Accounts and notes payable .......................      (118,809)       260,929
           Accrued liabilities and taxes ....................       561,491         50,019
           Customer deposits ................................             0       (115,408)
           Deferred income ..................................        81,303         30,836
                                                               -------------   ------------

              NET CASH (USED) IN OPERATING
                 ACTIVITIES .................................    (2,107,106)    (2,772,700)
                                                               -------------   ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
       Purchases of property and equipment ..................      (165,736)    (1,918,232)
       Purchase of intangible assets ........................             0        (11,900)
                                                               -------------   ------------

              NET CASH (USED) IN INVESTING
                ACTIVITIES ..................................      (165,736)    (1,930,132)
                                                               -------------   ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
       Net proceeds from issuance of common stock ...........             0      1,355,319
       Net proceeds from issuance of convertible
          debentures payable ................................     1,954,328      4,055,424
       Proceed from note payable, factor ....................        70,734              0
       Repayment of notes payable ...........................        (5,282)       (67,357)
       Changes in notes receivable, officer .................      (371,332)       (34,522)
                                                               -------------   ------------

            NET CASH PROVIDED BY FINANCING
                ACTIVITIES ..................................   $ 1,648,448    $ 5,308,864
                                                               -------------   ------------
</TABLE>

            See Accompanying Notes and Independent Auditors' Report.

                                        6
<PAGE>
                      IBIZ TECHNOLOGY CORP. AND SUBSIDIARY
                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
                  FOR THE YEARS ENDED OCTOBER 31, 2001 AND 2000

<TABLE>
<CAPTION>


                                                                                      2001                  2000
                                                                                -----------------    ------------------


NET INCREASE IN CASH AND CASH
<S>                                                                              <C>      <C>        <C>
   EQUIVALENTS                                                                   $      ( 624,394)   $          606,032

CASH AND CASH EQUIVALENTS, AT
   BEGINNING OF YEAR                                                                      631,375                25,343
                                                                                -----------------    ------------------

CASH AND CASH EQUIVALENTS, AT
   END OF YEAR                                                                  $           6,981    $          631,375
                                                                                =================    ==================




SUPPLEMENTAL DISCLOSURE OF CASH
   FLOW INFORMATION

       Cash paid during year for:

          Interest                                                              $           1,202    $           83,801
                                                                                =================    ==================

          Taxes                                                                 $              50    $               50
                                                                                =================    ==================

NON-CASH INVESTING AND FINANCING
   ACTIVITIES

       Issuance of common stock for convertible debentures                      $         980,686    $        2,333,859
                                                                                =================    ==================

       Issuance of common stock for fees, services and
         expenses                                                               $               0    $        1,486,312
                                                                                =================    ==================

       Issuance of common stock for advances on stock
         subscriptions                                                          $               0    $           75,000
                                                                                =================    ==================

       Issuance of common stock for accounts payable                            $               0    $           50,000
                                                                                =================    ==================

       Interest expense - convertible debentures-beneficial
          conversion feature                                                    $       1,336,793    $        1,860,454
                                                                                =================    ==================
</TABLE>


            See Accompanying Notes and Independent Auditors' Report.

                                        7
<PAGE>
                      IBIZ TECHNOLOGY CORP. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                            OCTOBER 31, 2001 AND 2000



NOTE 1          SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

                Nature of Business

                IBIZ  Technology  Corp.  (hereinafter  referred  to  as  the
                Company) was organized on April 6, 1994, under the laws of the
                State of Florida. The Company operates as a holding company for
                subsidiary acquisitions.

                Invnsys Technology Corporation (hereinafter referred to as
                Invnsys) designs, manufactures (through subcontractors), and
                distributes a line of accessories for the PDA and handheld
                computer market which are distributed through large retail chain
                stores and e-commerce sites. Invnsys provided Web- enabling
                services which included Co-Location services, Web design and
                development, and data center technical management services.
                These segments of the Company's operations were discontinued on
                October 31, 2001.

                Invnsys also markets LCD monitors, OEM notebook computers, third
                party software, and general purpose financial application
                keyboards.

                Principles of Consolidation

                The consolidated financial statements include the accounts of
                IBIZ Technology Corp. and its wholly owned subsidiary, Invnsys
                Technology Corporation.

                All material inter-company accounts and transactions have been
                eliminated.

                Cash and Cash Equivalents

                For purposes of the statement of cash flows, the Company
                considers all highly liquid debt instruments purchased with an
                original maturity of three months or less to be cash
                equivalents.

                Inventories

                Inventories are stated at the lower of cost (determined
                principally by average cost) or market.

                Property and Equipment

                Property and equipment are stated at cost. Major renewals and
                improvements are charged to the asset accounts while
                replacement, maintenance and repairs, which do not improve or
                extend the lives of the respective assets, are expensed. At the
                time property and equipment are retired or otherwise disposed
                of, the asset and related accumulated depreciation accounts are
                relieved of the applicable amounts. Gains or losses from
                retirements or sales are credited or charged to income.


            See Accompanying Notes and Independent Auditors' Report.

                                        8
<PAGE>
                      IBIZ TECHNOLOGY CORP. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                            OCTOBER 31, 2001 AND 2000



NOTE 1          SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

                Property and Equipment (Continued)

                Invnsys depreciates its property and equipment for financial
                reporting purposes using the straight-line method based upon the
                following useful lives of the assets:
<TABLE>
<CAPTION>

<S>                                                                                        <C>
                           Tooling                                                         3 Years
                           Machinery and equipment                                        10 Years
                           Office furniture and equipment                                  5-10 Years
                           Vehicles                                                        5 Years
                           Computer software                                               5 Years
</TABLE>

                Accounting for Convertible Debt Securities

                The Company has issued convertible debt securities with a
                non-detachable conversion feature that was "in the money" at the
                date of issue. The Company accounts for such securities in
                accordance with Emerging Issues Task Force Topic D-60. The
                Company has recorded the fair value of the beneficial conversion
                feature as interest expense and an increase to Additional Paid
                in Capital.

                Accounting Estimates

                Management uses estimates and assumptions in preparing financial
                statements in accordance with generally accepted accounting
                principles. Those estimates and assumptions affect the reported
                amounts of assets and liabilities, the disclosure of contingent
                assets and liabilities, and the reported revenues and expenses.
                Actual results could vary from the estimates that were used.

                Revenue Recognition

                Invnsys recognizes its revenue as follows:

                        Product sales - When the goods are shipped and title
                        passes to the customer.

                        Maintenance agreements - Income from maintenance
                        agreements is being recognized on a straight-line basis
                        over the life of the service contracts. The unearned
                        portion is recorded as deferred income.

                        Service income - When services are performed.

                        Internet sales (DSL and Co-Location) - When services are
                        performed and completed.





            See Accompanying Notes and Independent Auditors' Report.

                                        9
<PAGE>
                      IBIZ TECHNOLOGY CORP. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                            OCTOBER 31, 2001 AND 2000



NOTE 1          SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

                Prepaid Expenses

                The Company's prepaid expenses are being amortized over a one
                year period.

                Long-Lived Assets

                Statement of Financial Accounting Standards No. 121, "Accounting
                for the Impairment of Long- Lived Assets and for Long-Lived
                Assets to be Disposed Of," requires that long-lived assets be
                reviewed for impairment whenever events or changes in
                circumstances indicate that the historical cost-carrying value
                of an asset may no longer be appropriate. The Company assesses
                the recoverability of the carrying value of an asset by
                estimating the future net cash flows expected to result from the
                asset, including eventual disposition. If the future net cash
                flows are less than the carrying value of the asset, an
                impairment loss is recorded equal to the difference between the
                asset's carrying value and fair value. The Company wrote-off
                $1,401,372 of assets from discontinued operations in the year
                ended October 31, 2001.

                Income Taxes

                Provisions for income taxes are based on taxes payable or
                refundable for the current year and deferred taxes on temporary
                differences between the amount of taxable income and pretax
                financial income and between the tax basis of assets and
                liabilities and their reported amounts in the financial
                statements. Deferred tax assets and liabilities are included in
                the financial statements at currently enacted income tax rates
                applicable to the period in which the deferred tax assets and
                liabilities are expected to be realized or settled as prescribed
                in FASB Statement No.109, Accounting for Income Taxes. As
                changes in tax laws or rates are enacted, deferred tax assets
                and liabilities are adjusted through the provision for income
                taxes.

                Shipping and Handling Costs

                The Company's policy is to classify shipping and handling costs
                as part of cost of good sold in the statement of income.

                Net (Loss) Per Share

                The Company adopted Statement of Financial Accounting Standards
                No. 128 that requires the reporting of both basic and diluted
                (loss) per share. Basic (loss) per share is computed by dividing
                net (loss) available to common stockholders by the weighted
                average number of common shares outstanding for the period.
                Diluted (loss) per share reflects the potential dilution that
                could occur if securities or other contracts to issue common
                stock were exercised or converted into common stock. In
                accordance with FASB 128, any anti-dilutive effects on net
                (loss) per share are excluded.


            See Accompanying Notes and Independent Auditors' Report.

                                       10
<PAGE>
                      IBIZ TECHNOLOGY CORP. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                            OCTOBER 31, 2001 AND 2000



NOTE 1          SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

                Risks and Uncertainties

                The Company is in the computer and computer technology industry.
                The Company's products are subject to rapid obsolescence and
                management must authorize funds for research and development
                costs in order to stay competitive.

                Common Stock Issued for Non-Cash Transactions

                It is IBIZ's policy to value stock issued for non-cash
                transactions at the stock closing price at the date the
                transaction is finalized.

NOTE 2          DISCLOSURE ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS

                The Company has financial instruments, none of which are held
                for trading purposes. The Company estimates that the fair value
                of all financial instruments at October 31, 2001 and 2000, as
                defined in FASB 107, does not differ materially from the
                aggregate carrying values of its financial instruments recorded
                in the accompanying balance sheets. The estimated fair value
                amounts have been determined by the Company using available
                market information and appropriate valuation methodologies.
                Considerable judgement is required in interpreting market data
                to develop the estimates of fair value, and accordingly, the
                estimates are not necessarily indicative of the amounts that the
                Company could realize in a current market exchange.

NOTE 3          ACCOUNTS RECEIVABLE

                A summary of accounts receivable and allowance for doubtful
                accounts is as follows:
<TABLE>
<CAPTION>

                                                                                      2001                  2000
                                                                                -----------------    ------------------

<S>                                                                             <C>                  <C>
                      Accounts receivable                                       $         143,747    $          457,113

                      Allowance for doubtful accounts                                      50,000                25,000
                                                                                -----------------    ------------------

                             Net accounts receivable                            $          93,747    $          432,113
                                                                                =================    ==================

                      Allowance for doubtful accounts

                             Balance, at beginning of year                      $          25,000    $            2,500

                             Additions for the year                                        80,534                97,500

                       Write-off of uncollectible accounts
                                for the year                                             ( 55,534)             ( 75,000)
                                                                                -----------------    ------------------

                             Balance, at end of year                            $          50,000    $           25,000
                                                                                =================    ==================
</TABLE>

            See Accompanying Notes and Independent Auditors' Report.

                                       11
<PAGE>
                      IBIZ TECHNOLOGY CORP. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                            OCTOBER 31, 2001 AND 2000



NOTE 4          INVENTORIES
<TABLE>
<CAPTION>

                The inventories are comprised of the following:

                                                                                      2001                  2000
                                                                                -----------------    ------------------

<S>                                                                             <C>                  <C>
                      Finished products                                         $         161,742    $          391,479
                      Demonstration and loaner units                                            0                 4,070
                      Office                                                                5,000                44,033
                                                                                -----------------    ------------------

                                                                                $         166,742    $          439,582
                                                                                =================    ==================

NOTE 5          PROPERTY AND EQUIPMENT

                Property and equipment and accumulated depreciation consists of:

                                                                                      2001                  2000
                                                                                -----------------    ------------------

                      Co-Location equipment
                         Computer equipment                                     $               0    $          566,761
                         Rack system                                                            0               297,317
                         Cabling and leasehold improvements                                     0               855,401
                      Tooling                                                              68,100                68,100
                      Machinery and equipment                                              41,821                49,404
                      Office furniture and equipment                                       81,027               123,308
                      Vehicles                                                             39,141                39,141
                      Leasehold improvements                                                    0                23,179
                      Software                                                             90,159                96,858
                                                                                -----------------    ------------------

                                                                                          320,248             2,119,469
                      Less accumulated depreciation                                       172,870               170,754
                                                                                -----------------    ------------------

                      Total property and equipment                              $         147,378    $        1,948,715
                                                                                =================    ==================
</TABLE>

                Depreciation expense for the years ended October 31, 2001 and
                2000 was $ 246,019 and $35,667, respectively.

NOTE 6          NET ASSETS HELD FOR SALE

                As stated in Note 1, the Company discontinued its Co-Location
                computer data and server operations. In January 2002, the
                Company sold a majority of its Co-Location assets to Arizona
                Internet LLC for $188,953. The following is a summary of the
                assets held for sale at October 31, 2001:
<TABLE>
<CAPTION>

<S>                                                                                                  <C>
                      Sold to Arizona Internet LLC                                                   $          188,953

                      Other property and equipment held for sale                                                249,918
                                                                                                     ------------------

                                                                                                     $          438,871
                                                                                                     ==================
</TABLE>

            See Accompanying Notes and Independent Auditors' Report.

                                       12
<PAGE>
                      IBIZ TECHNOLOGY CORP. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                            OCTOBER 31, 2001 AND 2000



NOTE 6          NET ASSETS HELD FOR SALE (CONTINUED)

                The Co-Location operations are included in Discontinued
                Operations for the years ended October 31, 2001 and 2000. At
                October 31, 2001, the Company applied the provisions of SFAS No.
                121, "Accounting for the Impairment of Long-Lived Assets and for
                Long-Lived Assets to be Disposed of," to net assets held for
                sale. SFAS No. 121 requires assets held for sale be valued on an
                asset-by- asset basis at the lower of carrying amount or fair
                value less costs to sell. In applying those provisions, Invnsys
                management considered recent appraisals, valuations, offers and
                bids, and its estimate of future cash flows related to those
                business assets. As a result, Invnsys recorded a loss of
                $1,401,372. This amount is shown in write-down of net assets
                held for sale in the accompanying statement of operations for
                the year ended October 31, 2001.

                In accordance with provisions of SFAS No. 121, the assets
                included in net assets held for sale will not be depreciated
                commencing November 1, 2001.

NOTE 7          NOTES RECEIVABLE, OFFICERS
<TABLE>
<CAPTION>

                                                                                      2001                  2000
                                                                                -----------------    ------------------

<S>                                                                             <C>                  <C>
                IBIZ Technology Corp.                                           $               0    $           12,079
                                                                                -----------------    ------------------

                      Notes due from two corporation officers. The notes were
                      unsecured, accrued interest at 6% and are due on January
                      7, 2002.

                Invnsys Technology Corporation

                      A note due from the president of the Company, which is
                      payable on demand and accrues interest at 6%. The note was
                      secured by 2,000,000 shares of the IBIZ's stock but during
                      the year, the president removed the collateral and secured
                      other corporation obligations with the 2,000,000 shares.
                      In addition, the officer retracted his transfer of a 35%
                      interest in the building lease as payment on the note, as
                      reported on previous forms 10QSB. Management believes the
                      note is uncollectible since IBIZ no longer has collateral
                      for the note. The Company elected to write-off the loan as
                      uncollectible by establishing an allowance for doubtful
                      collec- tions for the total amount due on the note.

                           Total amount of note                                           373,159               379,253

                           Less allowance for doubtful collection                       ( 373,159)                    0
                                                                                -----------------     -----------------

                           Net note                                                             0               391,332
                                                                                -----------------    ------------------

                                                                                $               0    $          391,332
                                                                                =================    ==================
</TABLE>

            See Accompanying Notes and Independent Auditors' Report.

                                       13
<PAGE>
                      IBIZ TECHNOLOGY CORP. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                            OCTOBER 31, 2001 AND 2000



NOTE 8          CUSTOMER LIST

                The customer list and accumulated amortization consists of:
<TABLE>
<CAPTION>

                                                                                      2001                  2000
                                                                                -----------------    ------------------

<S>                                                                             <C>                  <C>
                      Cost                                                      $               0    $           11,900

                      Less accumulated amortization                                             0               ( 3,968)
                                                                                -----------------    ------------------

                      Net customer list                                         $               0    $            7,932
                                                                                =================    ==================
</TABLE>

                The amortization expense for the year ended October 31, 2001 and
                2000 was $7,932 and $3,968, respectively.

NOTE 9          TRADE NOTE PAYABLE TO GAMMAGE AND BURNHAM

                In July 2001, the Company issued a note to Gammage and Burnham,
                PLC for the payment of $80,000 of legal fees previously recorded
                in accounts payable. The note is secured by accounts receivable
                but the security is waived in favor of the note payable to
                Platinum Funding Corporation provided Gammage and Burnham PLC
                receives $2,500 each time that Invnsys draws against its
                factoring line.

NOTE 10         ACCRUED LIABILITIES
<TABLE>
<CAPTION>

                Accrued liabilities consist of the following:
                                                                                      2001                  2000
                                                                                -----------------    ------------------

<S>                                                                             <C>                  <C>
                      Interest                                                  $         201,987    $           25,790
                      Officers' bonuses                                                   104,552                     0
                      Bonuses, other                                                       41,140                     0
                      Wages                                                               231,806                98,283
                      Severance wages                                                      75,000                     0
                      Vacation pay                                                         41,238                33,713
                      Other                                                                31,327                40,233
                                                                                -----------------    ------------------
                                                                                $         727,050    $          198,019
                                                                                =================    ==================

NOTE 11         INCOME TAXES
                                                                                      2001                  2000
                                                                                -----------------    ------------------

                (Loss) from continuing operations
                  before income taxes                                           $    ( 4,640,718)    $      ( 5,094,864)
                                                                                -----------------    ------------------

                The provision for income taxes is estimated as follows:
                      Currently payable                                         $              50    $               50
                                                                                -----------------    ------------------
                      Deferred                                                  $               0    $                0
                                                                                -----------------    ------------------
</TABLE>

            See Accompanying Notes and Independent Auditors' Report.

                                       14
<PAGE>
                      IBIZ TECHNOLOGY CORP. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                            OCTOBER 31, 2001 AND 2000



NOTE 11         INCOME TAXES (CONTINUED)
<TABLE>
<CAPTION>

                                                                                      2001                  2000
                                                                                -----------------    ------------------

                Significant components of the Company's deferred tax assets and
                   liabilities are as follows at October 31:

                      Deferred tax assets:
<S>                                                                             <C>                  <C>
                         Net operating loss carryforwards                       $       2,241,000    $        1,096,190
                         Accrued expenses and miscellaneous                               134,700                23,651
                         Tax credit carryforward                                           38,424                38,424
                                                                                -----------------    ------------------
                                                                                        2,414,124             1,158,265
                             Less valuation allowance                                   2,414,124             1,158,265
                                                                                -----------------    ------------------

                      Net deferred tax asset                                    $               0    $                0
                                                                                =================    ==================

                A  reconciliation of the valuation allowance is as follows:

                Balance, at beginning of year                                   $       1,158,265    $          356,638
                Addition to allowance for the years
                   ended October 31, 2001 and 2000                                      1,255,859               801,627
                                                                                -----------------    ------------------

                Balance, at end of year                                         $       2,414,124    $        1,158,265
                                                                                =================    ==================
</TABLE>

NOTE 12         TAX CARRYFORWARDS

                The Company has the following tax carryforwards at October 31,
                2001:

                                        Expiration
Year                    Amount              Date

Net operating loss
October 31, 1995 .   $    2,500   October 31, 2010
October 31, 1997 .      253,686   October 31, 2012
October 31, 1998 .       71,681   October 31, 2013
October 31, 1999 .      842,906   October 31, 2019
October 31, 2000 .    3,574,086   October 31, 2020
October 31, 2001 .    5,051,232   October 31, 2021
                                  ----------------

                     $9,796,091
                     ==========
Capital loss
October 31, 1997         25,600   October 31, 2002


            See Accompanying Notes and Independent Auditors' Report.

                                       15
<PAGE>
                      IBIZ TECHNOLOGY CORP. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                            OCTOBER 31, 2001 AND 2000



NOTE 12         TAX CARRYFORWARDS (CONTINUED)

                                     Expiration
        Year            Amount          Date

Contribution
   October 31, 1997    $   545   October 31, 2002
   October 31, 1999      2,081   October 31, 2004
   October 31, 2000      3,008   October 31, 2005
   October 31, 2001      1,000   October 31, 2006

Research tax credits    38,424

NOTE 13         CONVERTIBLE DEBENTURES
<TABLE>
<CAPTION>
                                                                                             2001                  2000
                                                                                      ------------------    ------------------

<S>                                     <C>                                           <C>                    <C>
                Lites Trading Company - $1,600,000  Debenture                         $          750,000     $       750,000
                ---------------------------------------------

                On March 27, 2000, the Company issued $1,600,000 of 7%
                convertible debentures under the following terms and conditions:

                  1.  Due date - March 27, 2005.
                  2.  Interest only on May 1 and December 1 of each
                      year commencing May 1, 2000.
                  3.  Default interest rate - 18%.
                  4.  Warrants to purchase 375,000 shares of common
                      stock at $1.45 per share.
                  5.  Conversion terms - The debenture holder shall have the
                      right to convert all or a portion of the outstanding
                      principal amount of this debenture plus any accrued
                      interest into such number of shares of common stock as
                      shall equal the quotient obtained by dividing the
                      principal amount of this debenture by the applicable
                      conversion price.
                  6.  Conversion price - Lesser of (i) $1.45 (fixed price) or
                      (ii) the product obtained by multiplying the average
                      closing price by .80.
                  7.  Average closing price - The debenture holder shall have
                      the election to choose any three trading days out of
                      twenty trading days immediately preceding the date on
                      which the holder gives the Company a written notice of the
                      holder's election to convert outstanding principal of this
                      debenture.
                  8.  Redemption by Company - If there is a change in
                      control of the Company, the holder of the debenture

            See Accompanying Notes and Independent Auditors' Report.

                                       16
<PAGE>
                      IBIZ TECHNOLOGY CORP. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                            OCTOBER 31, 2001 AND 2000



NOTE 13         CONVERTIBLE DEBENTURES (CONTINUED)
                                                                                             2001                  2000
                                                                                      ------------------    ------------------

                      can request that the debenture be redeemed at a price
                      equal to 125% of the aggregate principal and accrued
                      interest outstanding under this debenture.
                  9.  The debentures are unsecured.
                  10. Any further issuance of common stock or debentures
                      must be approved by debenture holders.
                  11. Debenture holders have a eighteen month right of first
                      refusal on future disposition of stock by the Company.
                  12. Restriction on payment of dividends, retirement of
                      stock or issuance of new securities.

                $5,000,000 Convertible Debenture                                      $       1,891,456      $      1,000,000
                --------------------------------

                On October 31, 2001, the Company issued 8% convertible
                debentures as follows:

                  1.  Due date - October 30, 2002.
                  2.  Interest payable quarterly from January 1, 2001.
                  3.  Default interest rate - 20%.
                  4.  On the first $ 1,000,000 of financing, the Company
                      issued warrants to purchase 500,000 shares of stock at $
                      0.48 per share. The Company reserved an additional
                      1,240,000 shares for future borrowing on this debenture
                      line.
                  5.  Put note purchase price - $4,000,000.
                  6.  Fees and costs - 7% - 10% of cash received for
                      debentures and warrants plus legal fees.
                  7.  The Company must reserve a number of common
                      shares equal to not less then 200% of the amount of common
                      shares necessary to allow the debenture and warrant holder
                      to be able to convert all such outstanding notes and put
                      notes to common stock.
                  8.  Conversion price for put notes. The initial 50% of the put
                      notes shall be the lesser of: (i) 80% of the average of
                      the three lowest closing bid prices for the stock for
                      twenty two days or (ii) 80% of the average of the five
                      lowest closing bid prices for the stock for sixty days.
                      The conver- sion price of the balance of the put notes
                      shall be 86% of the average of the three lowest closing
                      bid prices for ten days.
                  9.  The debentures have penalty clauses if the common
                      stock is not issued when required by the debenture
                      holder.

            See Accompanying Notes and Independent Auditors' Report.

                                       17
<PAGE>
                      IBIZ TECHNOLOGY CORP. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                            OCTOBER 31, 2001 AND 2000



NOTE 13         CONVERTIBLE DEBENTURES (CONTINUED)
                                                                                             2001                  2000
                                                                                      ------------------    ------------------

                  10. The debentures are unsecured.
                  11. The Company's right to exercise the put commences
                      on the actual effective date of the SEC Registration
                      Statement and expires three years after the effective
                      date.
                  12. Right of first refusal - The debenture holders have the
                      right to purchase a proportionate amount of new issued
                      shares in order to maintain their ownership interest
                      percentage.

                Laurus Master Fund, Ltd.                                              $        414,473
                ------------------------

                In April and July 2001, the Company issued $500,000 and $150,000
                of 8% convertible debentures under the following terms and
                conditions:

                1.    Due dates - April 2002 and July 2002.
                2.    Interest on September 30, 2001 and quarterly
                      thereafter.
                3.    Default interest rate - 20%.
                4.    On the first financing, the Company issued warrants
                      to purchase 1,500,000 shares of common stock at
                      the lesser of $.1225 per share or an amount equal to
                      the average of the three lowest closing prices for a
                      ten day trading period.  The Company may redeem
                      the warrants for $.666 per share.  On the second
                      financing, the Company issued warrants to purchase
                      1,500,000 shares of common stock at the lesser of
                      $.048 or an amount equal to 105% of the average
                      of the three lowest closing bid prices for the common
                      stock for the ten trading days prior to but not including
                      the date the warrants are exercised.
                5.    Conversion terms - The debenture holder shall have the
                      right to convert all or a portion of the outstanding
                      principal amount of this debenture plus any accrued
                      interest into such number of shares of common stock as
                      shall equal the quotient obtained by dividing the
                      principal amount of this debenture by the applicable
                      conversion price.
                6.    Conversion price - Lower of eighty percent of the average
                      of the three lowest closing bid prices for a specified
                      three day or twenty-two day period.

            See Accompanying Notes and Independent Auditors' Report.

                                       18
<PAGE>
                      IBIZ TECHNOLOGY CORP. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                            OCTOBER 31, 2001 AND 2000



NOTE 13         CONVERTIBLE DEBENTURES (CONTINUED)
                                                                                             2001                  2000
                                                                                      ------------------    ------------------

                7.    Prepayment - The debenture may not be paid prior to
                      the maturity date without the consent of the holder.
                                                                                      ------------------    ------------------

                      Total debentures                                                $        3,055,929    $       1,750,000

                      Less current portion                                                     2,305,929                    0
                                                                                      ------------------    ------------------

                      Long-term portion                                               $          750,000    $       1,750,000
                                                                                      ==================    =================
</TABLE>

NOTE 14         NOTE PAYABLE, FACTOR

                On October 9, 2001, the Company entered into a two year
                factoring agreement with Platinum Funding Corporation. The terms
                of the agreement provide that Platinum Funding Corporation may
                purchase Invnsys' accounts receivable, without recourse, by
                advancing 70% of the sales invoice to Invnsys. The interest
                charged on the loan is based upon the period of time an invoice
                is unpaid and ranges from 3% to 15%.

NOTE 15         NOTE PAYABLE, OTHER
<TABLE>
<CAPTION>

                                                                                             2001                  2000
                                                                                      ------------------    ------------------
<S>                                 <C>                                               <C>                   <C>
                Note payable to Community First National Bank due in monthly
                payments of principal and interest of $545 with interest at 7
                percent until March 7, 2004. The note is secured by an
                automobile which costs $36,000 and
                has a book value of $2,400.                                           $          14,532     $           19,814

                Less:  current portion                                                            5,721                  5,335
                                                                                      ------------------    ------------------

                Net long-term debt                                                    $           8,811     $           14,479
                                                                                      ==================    ==================

                Maturities of long-term debt are as follows:

                Year ended October 31

                               2001                                                   $               0    $            5,476
                               2002                                                               5,721                 5,721
                               2003                                                               6,135                 6,135
                               2004                                                               2,676                 2,482
                                                                                      ------------------    ------------------

                                                                                      $          14,532    $           19,814
                                                                                      ==================    ==================

</TABLE>

            See Accompanying Notes and Independent Auditors' Report.

                                       19
<PAGE>
                      IBIZ TECHNOLOGY CORP. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                            OCTOBER 31, 2001 AND 2000



NOTE 16         DISCONTINUED OPERATIONS

                APB 30 requires that an entity restate prior year financial
                statements to disclose the results of subsequent discontinued
                operations. The network integration services, digital subscriber
                line high speed internet connection services, and Co-Location
                computer data and server facility were discontinued on October
                31, 2001. The October 31, 2000 statements of operations and cash
                flows were restated to segregate the (loss) from discontinued
                operations from continued operations.

                The following information is presented for the discontinued
                operations:

                  A.  Segments discontinued - as indicated above
                  B.  Discontinued date - October 31, 2001
                  C. Manner of disposal - write-down of assets to fair market
                  value and sale of segments D. Remaining assets - asset held
                  for sale of $438,871 after write-down of assets E. Income or
                  loss on October 31, 2001 - none F. Partial proceeds from
                  disposal of assets - $188,953.

NOTE 17         COMPUTATION OF EARNINGS PER SHARE
<TABLE>
<CAPTION>

                                                                                                                 Restated
                                                                                             2001                  2000
                                                                                      ------------------    ------------------
                From continuing operations

<S>                                                                                   <C>      <C>          <C>     <C>
                  Net (loss) from continuing operations                               $      ( 4,640,718)   $     ( 5,094,864)
                                                                                      ------------------    ------------------
                  Weighted average number of common shares
                  outstanding                                                                  55,660,810          30,425,004

                  (Loss) per share                                                    $            ( 0.08)  $          ( 0.17)

                From discontinued operations

                  Net (loss) from continuing operations                               $       ( 2,108,076)  $       ( 360,864)
                                                                                      ------------------    ------------------
                  Weighted average number of common shares
                  outstanding                                                                  55,660,810          30,425,004

                  (Loss) per share                                                    $            ( 0.04)  $          ( 0.01)

NOTE 18         CANCELLATION OF DEBT

                Settlement of lawsuit                                                 $                               101,369
                  Invnsys settled its lawsuit with Epson America, Inc. for $2,500
                  which generated $101,369 of income.
                Account payable
                  The Company negotiated a cancellation of $122,000 account
                  payable with a supplier.  This cancellation resulted in $122,000
                  of income.                                                                                          122,000
                                                                                                            ------------------

                                                                                                            $         223,369
                                                                                                            ==================
</TABLE>

            See Accompanying Notes and Independent Auditors' Report.

                                       20
<PAGE>
                      IBIZ TECHNOLOGY CORP. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                            OCTOBER 31, 2001 AND 2000



NOTE 19         REAL ESTATE LEASE

                On June 1, 1999, Invnsys leased a new facility from a related
                entity. The lease commenced on July 1, 1999, required initial
                annual rentals of $153,600 (with annual increases) plus taxes
                and operating costs and expires on December 31, 2024. Invnsys
                has also guaranteed the mortgage on the premises in the amount
                of $929,514 and given a security interest in all of its assets,
                excluding inventory in the amount of $757,116.

                Future minimum lease payments excluding taxes and expenses, are
                as follows:

October 31, 2002 ...................   $  169,344
October 31, 2003 ...................      177,816
October 31, 2004 ...................      186,708
November 1, 2004 - December 31, 2024    6,482,145
                                       ----------

Total ..............................   $7,016,013
                                       ==========

                Rent expense for the years ended October 31, 2001 and 2000 was $
                190,551 and $160,311, respectively.

                In February 2002, the Company moved out of its facilities and
                the building was leased to Arizona Internet LLC. However, the
                Company is still liable for the conditions on the lease in the
                event Arizona Internet LLC defaults on the lease.

NOTE 20         ADVERTISING

                All direct advertising costs are expensed as incurred. Invnsys
                charged to operations $204,058 and $764,595 in advertising costs
                for the years ended October 31, 2001 and 2000, respectively.

NOTE 21         RESEARCH AND DEVELOPMENT

                Invnsys incurred research and development cost for the years
                ended October 31, 2001 and 2000 of $6,034 and $7,942,
                respectively.

NOTE 22         WORKERS' COMPENSATION INSURANCE

                As of the date of this report, the Company does not have
                workers' compensation insurance for its employees.

NOTE 23         OFFICERS' COMPENSATION

                The Company entered into employment agreements with four of its
                corporate officers. The contracts are for three years beginning
                July 2001 and provide for the following:

                1.    Salaries from $150,000 to $250,000 for each officer
                2.    Bonuses of 1% of total sales for each of its four officers

            See Accompanying Notes and Independent Auditors' Report.

                                       21
<PAGE>
                      IBIZ TECHNOLOGY CORP. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                            OCTOBER 31, 2001 AND 2000



NOTE 23         OFFICERS' COMPENSATION (CONTINUED)

                3.    Options for 1,200,000 shares of common stock which will
                      vest and be exercisable for a period
                      of ten years
                4.    Option price of $.02 a share
                5.    Termination -
                      Termination by the Company without cause - the employee
                      shall receive six months salary Change of control - in the
                      event of change of control, the Company shall pay the
                      employee a lump sum payment of three years annual salary

NOTE 24         BUSINESS SEGMENT INFORMATION

                The Company organizes its business based principally upon
                products and services.

                The Company operated in three reportable segments until October
                2001, when it discontinued its Co- Location services, Web design
                and development and data center technical management services.

                Prior to the discontinuance of the above operations, the segment
                operations were classified as follows:

                      Internet sales - Provided Co-Location and DSL income
                      Product sales - Sales of Co-Location equipment, software
                      and licenses, computer equipment and PDA'S Service segment
                      - Provided miscellaneous services to Invnsys' customers

                A summary of business segments for the year ended October 31,
                2001 and as of October 31, 2001 is as follows:

<TABLE>
<CAPTION>
                                                                                 Services          General
                                                 Internet        Product           and              and
                                                   Sales          Sales           Other       Administrative     Consolidated


<S>                                         <C>             <C>                        <C>                 <C>
                Sales                       $      640,851  $  1,686,680$      279,985 $                0  $       2,607,517

                Operating (loss)                 ( 706,702)     ( 61,702)     ( 70,204)        ( 5,910,186)      ( 6,748,794)

                Identifiable assets                      0       484,987             0             438,871           923,858

                Expenditures for
                  Long-term assets                 162,924             0         2,812                   0           165,736
</TABLE>

NOTE 25         GOING CONCERN

                These financial statements are presented on the basis that the
                Company is a going concern. Going concern contemplates the
                realization of assets and the satisfaction of liabilities in the
                normal course of business over a reasonable length of time. The
                following factors raise substantial doubt as to the Company's
                ability to continue as a going concern:

            See Accompanying Notes and Independent Auditors' Report.

                                       22
<PAGE>
                      IBIZ TECHNOLOGY CORP. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                            OCTOBER 31, 2001 AND 2000



NOTE 25         GOING CONCERN (CONTINUED)

                  A.  Continued operating losses
                  B.  Negative working capital
                  C.  Lack of cash to purchase products to complete sales orders
                  D.  Delinquent payroll taxes
                  E.  Unpaid wages
                  F.  Decline in national economy

                Management's plans to eliminate the going concern situation
                include but are not limited to:

                  A.  Reduction in operating overhead.  The Company reduced its
                      payroll from approximately 50 employees to 8.
                  B.  Moved its office and warehouse facility.  The Company
                      anticipates that rent, utilities and property taxes will
                      be reduced by $200,000 per year.
                  C.  Discontinued segments that were not profitable.
                  D.  Partial sale of assets held for sale.
                  E.  Arranged for new financing through convertible debentures.
                  F.  Paid, some but not all,  delinquent payables and unpaid
                      wages through the issuance of common stock.
                  G.  Requested abatement of delinquent payroll tax penalties.
                  H.  Arranged for officers of the Company to defer payment of
                      their salaries until working capital increases.
                  I.  Purchased products to complete sales orders from funds
                      received from the new debenture financing.

NOTE 26         CASH IN BANK

                At October 31, 2000, the Company had $995,583 deposited in one
                banking institution. Only $200,000 of the balance was insured by
                the Federal Deposit Insurance Corporation.

NOTE 27         EMPLOYEE STOCK OPTIONS

                On January 31, 1999, the corporation adopted the 1999 stock
                option plan for the purpose of providing an incentive based form
                of compensation to the officers, directors, key employees and
                service providers of the Company.

                The stock subject to the plan and issuable upon exercise of
                options granted under the plan are shares of the corporation's
                common stock, $.001 par value, which may be either unissued or
                treasury shares. The aggregate number of shares of common stock
                covered by the plan and issuable upon exercise of all options
                granted shall be 10,000,000 shares, which shares shall be
                reserved for use upon the exercise of options to be granted from
                time to time.


            See Accompanying Notes and Independent Auditors' Report.

                                       23
<PAGE>
                      IBIZ TECHNOLOGY CORP. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                            OCTOBER 31, 2001 AND 2000



NOTE 27         EMPLOYEE STOCK OPTIONS (CONTINUED)

                The exercise price is the fair market value of the shares
                (average of bid and ask price) at the date of the grant of the
                options.

                Vesting terms of the options range from immediately to five
                years.

                The Company has elected to continue to account for stock-based
                compensation under APB Opinion No. 25, under which no
                compensation expense has been recognized for stock options
                granted to employees at fair market value.

                A summary of the option activity for the years ended October 31,
                2001 and 2000, pursuant to the terms of the plan is as follows:
<TABLE>
<CAPTION>

                                                                                          Shares               Weighted
                                                                                           Under                Average
                                                                                          Option            Exercise Price

<S>                                               <C>                                        <C>            <C>
                  Options outstanding at November 1, 1999                                    2,350,000      $        0.75
                      Granted                                                                1,655,000               0.75
                      Exercised                                                              ( 90,000)             ( 0.75)
                      Cancelled and expired                                                 ( 530,000)                  0
                                                                                          ------------

                  Options outstanding at October 31, 2000                                   3,385,000       $        0.92
                                                                                          ============

                  Options outstanding at November 1, 2000                                   3,385,000       $        0.92
                      Granted                                                               1,200,000                 .02
                      Exercised                                                                     0
                      Cancelled and expired                                               ( 1,440,000)             ( 0.95)
                                                                                          ------------

                  Options outstanding at October 31, 2001                                    3,145,000      $        0.56
                                                                                          ============
</TABLE>

                1,885,000 shares are exercisable at October 31, 2001
<TABLE>
<CAPTION>

                Information regarding stock options outstanding as of October
                31, 2001 and 2000 is as follows:
                                                                                           2001                  2000
                                                                                    -----------------   ----------------------

<S>                                                                                     <C>     <C>           <C>     <C>
                      Price range                                                       $0.02 - $2.00         $0.53 - $2.00
                      Weighted average exercise price                                           $0.56                 $0.92
                      Weighted average remaining contractual life                   8 years, 4 months        8 years, 8 months
                      Options exercised
                           Price range                                                            0                   $0.75
                           Shares                                                                 0                  90,000
                           Weighted average exercise price                                        0                   $0.75
</TABLE>

            See Accompanying Notes and Independent Auditors' Report.

                                       24
<PAGE>
                      IBIZ TECHNOLOGY CORP. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                            OCTOBER 31, 2001 AND 2000



NOTE 27         EMPLOYEE STOCK OPTIONS (CONTINUED)
<TABLE>
<CAPTION>

                                                                                      2001                       2000
                                                                             ----------------------     ----------------------

                The weighted average fair value of options granted in the years
                ended October 31, 2001 and 2000 were estimated as of the date of
                grant using the Black- Scholes stock option pricing model, based
                on the following weighted average assumptions:

<S>                                                                                               <C>                        <C>
                      Dividend yield                                                              0                          0
                      Expected volatility                                                        50   %                     50  %
                      Risk free interest rate                                           5.13% - 6.65  %            5.13% - 6.65 %
                      Expected life                                                        10 years                   10 years
</TABLE>

                For purposes of pro forma disclosures, the estimated fair value
                of the options is amortized to expense over the options' vesting
                period. The Company's pro forma information follows:
<TABLE>
<CAPTION>

                                                                                      2001                       2000
                                                                             ----------------------     ----------------------
                Net (loss) from continuing operations
<S>                                                                          <C>          <C>           <C>          <C>
                      As reported                                            $          ( 4,640,718)    $          ( 5,094,864)

                      Pro forma                                              $          ( 5,538,095)    $          ( 5,453,662)

                (Loss) per share attributable to
                   common stock
                      As reported                                            $                ( .08)    $                ( .17)

                      Pro forma                                              $                ( .10)    $                ( .18)

</TABLE>

NOTE 28         COMMON STOCK PURCHASE WARRANTS

                As of October 31, 2001 the Company has issued the following
                common stock purchase warrants:
<TABLE>
<CAPTION>

                                                             Number                                     Exercise
                                       Date                 of Shares               Term                  Price
                               --------------------    ------------------    ------------------    ------------------

                                        <S>                     <C>                     <C>        <C>
                                         May 13, 1999             100,000               3 years    $             1.00
                                         May   7, 1999             80,000              10 years    $             0.75
                                         May 13, 1999             100,000              10 years    $             1.00
                                         November  9, 1999        100,000               4 years    $              .94
                                         December 14, 1999         75,000               3 years    $             1.66
                                         December 28, 1999        200,000               4 years    $              .94
                                         January 10, 2000         281,250               5 years    $              .99
                                         March 27, 2000           615,000               5 years    $        1.45 - 2.05
</TABLE>

            See Accompanying Notes and Independent Auditors' Report.

                                       25
<PAGE>
                      IBIZ TECHNOLOGY CORP. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                            OCTOBER 31, 2001 AND 2000



NOTE 28         COMMON STOCK PURCHASE WARRANTS (CONTINUED)
<TABLE>
<CAPTION>

                                                                     Number                                     Exercise
                                               Date                 of Shares               Term                  Price
                                       --------------------    ------------------    ------------------    ------------------

<S>                                          <C> <C>              <C>                   <C>        <C>             <C>
                                         May 17, 2000             125,000               5 years    $        1.04 - 5.00
                                         August 30, 2000           34,125               5 years    $             .937
                                         August 30, 2000          250,000               3 years    $              .50
                                         August 30, 2000          250,000               3 years    $              .75
                                         August 30, 2000           36,364               3 years    $             1.00
                                         September   3, 2000      109,000               3 years    $             1.00
                                         September 27, 2000       278,750               3 years    $              .90
                                         October 31, 2000         500,000               2 years    $            .4755
                                         December 20, 2000        400,000               5 years    $            .2275
                                         December 20, 2000        150,000               5 years    $            .2275
                                         April 26, 2001         1,500,000               5 years    $            .1225
                                         June 22, 2001          1,500,000               5 years    $             .042
                                         June 27, 2001          1,500,000               5 years    $             .048
                                         August 21, 2001          525,000               5 years    $             .039
                                         October 9, 2001          350,000               5 years    $            .0256
                                                                -----------------

                                                                9,059,489
</TABLE>

                9,059,489 shares are exercisable at October 31, 2001.

NOTE 29         LEGAL PROCEEDINGS

                Invnsys had five lawsuits filed against it for unpaid accounts
                payable and wages. Three of the lawsuits totaling $73,000 were
                settled with an agreement to issue stock to the debtor or to
                make payments on the debt.

                Two of the lawsuits for unpaid wages totaling $9,300 are being
                negotiated for final settlements.

                The $82,300 on the lawsuits is included in accounts payable and
                accrued liabilities.

NOTE 30         ECONOMIC DEPENDENCY

                For the year ended October 31, 2001, Invnsys had sales of
                approximately 24% of its PDA's to one customer.

                Invnsys purchased approximately 18% of its PDA's from one
                supplier.

                For the year ended October 31, 2000, Invnsys purchased the
                majority of its computer equipment from three suppliers.


            See Accompanying Notes and Independent Auditors' Report.

                                       26
<PAGE>
                      IBIZ TECHNOLOGY CORP. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                            OCTOBER 31, 2001 AND 2000



NOTE 31         SECURITIES AND EXCHANGE PROCEEDING

                On February 28, 2001, the Securities and Exchange Commission
                commenced an administrative proceeding against the Company. The
                Company has negotiated and submitted a settlement offer, which
                has been formally approved by the Commission. Pursuant to this
                settlement agreement, an administrative order has been issued
                which orders the Company to cease and desist from committing or
                causing any future violations of Section 10(b) of the Securities
                and Exchange Act of 1934 and Rule 10b-5 thereunder. No other
                relief against the Company is being sought.

NOTE 32         SUBSEQUENT EVENTS

                The following events occurred after the year end October 31,
                2001:

                   A.     Amendment of Articles of Incorporation
                          The Articles of Incorporation were amended to increase
                          the number of authorized shares of common stock from
                          100,000,000 to 450,000,000 and authorized the creation
                          of 50,000,000 shares of blank check preferred stock.

                   B.     2001 Stock Option Plan
                          On November 21, 2001, the stockholder approved the
                          IBIZ Technology Corp. 2001 stock option plan. The plan
                          provides for the grant of stock options to purchase
                          common stock to eligible directors, officers, key
                          employees and service providers to IBIZ. The 2001
                          stock option plan covers an aggregate maximum of
                          10,000,000 shares of common stock and provides for the
                          granting of both incentive stock options and
                          non-qualified stock options. The exercise price may
                          not be less than the fair market value of the common
                          stock on the date of the grant of the option. In July,
                          2001, 1,200,000 options had been granted at exercise
                          prices of between $0.53 and $5.00. The options have
                          been granted for periods ranging from one to ten
                          years. The options vest from dates that range from
                          immediate to five year periods.

                   C.     Payment of Accounts Payable
                          The Company paid and settled $274,625 of accounts
                          payable by the issuance of 22,750,000 shares of IBIZ's
                          common stock.

                   D.     Stock Issued to Employees to Pay Prior Year Bonuses
                          and for Employee Retention The Company issued
                          18,700,000 shares of common stock as follows:
<TABLE>
<CAPTION>

                                                                                                         Shares
                                                                                   Amount                Issued

<S>                                                       <C> <C>            <C>                         <C>
                               Bonuses payable at October 31, 2001           $       41,140              9,350,000

                               Retention                                             41,140              9,350,000
                                                                             ------------------    ------------------

                                                                             $       82,280             18,700,000
                                                                             ==================    ===================
</TABLE>

            See Accompanying Notes and Independent Auditors' Report.

                                       27
<PAGE>
                      IBIZ TECHNOLOGY CORP. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                            OCTOBER 31, 2001 AND 2000



NOTE 32         SUBSEQUENT EVENTS (CONTINUED)

                          In addition 8,200,000 shares of common stock were
                          issued to the president of the Company. 4,200,000
                          shares were issued for employee retention and
                          4,200,000 were issued for payment of unpaid wages.

                   E.     Increase in Convertible Debentures
                          In January 2002, the Company received $222,500 cash
                          for new convertible debentures.

                   F.     Decreases in Convertible Debentures
                          From November 2001 to January 18, 2002, the
                          convertible debenture holders converted $284,844 of
                          principal plus $17,622 of interest for 48,370,704
                          shares of the Company's common stock.

                   G.     Share Exchange Between Debenture Holders and the
                          President of the Company. In the year ended October
                          31, 2001, the Company did not have sufficient
                          authorized shares to enable the debenture holders to
                          convert their debentures.  The president of the
                          Company transferred 9,285,600 shares of his stock to
                          the debenture holders in lieu of their conversion. On
                          November 8, 2001, the debenture holders gave back to
                          the corporation 9,285,600 shares which became treasury
                          stock. On December 5, 2001, the Company reimbursed the
                          president for giving his shares to the debenture
                          holders by issuing him the 9,285,600 treasury shares
                          plus 5,714,400 of new common stock of the Company.

                   H.     Sale of Assets Held for Sale
                          On December 21, 2001, Invnsys sold all of the
                          properties, rights and assets used in connection with
                          the internet service segment of Invnsys' operations.
                          The services sold include the provision of dial up
                          Internet access, dedicated internet access, Web
                          hosting and Web page development services, Co-Location
                          and bandwidth and managed server services to
                          residential and commercial customers.

                          The purchase price was paid in cash and amounted to
                          $188,953. After the sale, Invnsys still owned $249,818
                          of property and equipment held for sale.

                   I.     New Subsidiary Corporations
                          On November 1, 2001, the Company formed the following
                          new subsidiary corporations:

                                   IBIZ, Inc.
                                  Q HOST, Inc.

                          Management believes the Company will be able to
                          attract new financing through these subsidiary
                          corporations.

                   J.     Lease of New Facilities
                          On January 8, 2002, IBIZ, Inc. leased its office and
                          warehouse facilities under the following terms and
                          conditions.

            See Accompanying Notes and Independent Auditors' Report.

                                       28
<PAGE>
                      IBIZ TECHNOLOGY CORP. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                            OCTOBER 31, 2001 AND 2000



NOTE 32         SUBSEQUENT EVENTS (CONTINUED)
<TABLE>
<CAPTION>

<S>                <C>
                   1.     Term - Three years from February 1, 2002 to January 31, 2005
                   2.     Size of facility - 4,343 square feet
                   3.     Base rent - Monthly rentals plus taxes and common area operating expenses
                   4.     Base rental schedule -
                                                               Months             Rent

                                                               1 - 12        $       2,172
                                                               13 - 24               3,692
                                                               25 - 36               4,343
</TABLE>

                   K.     Unpaid Officers' Salaries
                          On December 20, 2001, the Board of Directors
                          authorized the issuance of convertible debentures to
                          the officers of the Company as consideration for their
                          unpaid wages. As of the date of this report, the
                          debentures have not been issued.

                   L.     Increase in Warrants
                          From January 15, 2002 to January 29, 2002, the Company
                          issued an additional 5,666,666 warrants to purchase
                          the Company's common stock. The warrants are for 5
                          years and may be exercised at 105% of the average
                          closing price of the shares over a specified period of
                          time.

                   M.     Preferred Stock
                          On December 20, 2001, the Board of Directors
                          authorized the issuance of 3,500,000 shares of
                          preferred stock to three officers and one director in
                          lieu of their annual bonus and retention incentives.
                          The preferred stock will have a 10:1 conversion rate
                          from common stock to preferred stock and will have a
                          "super" voting right of 100:1. As of the date of this
                          report the preferred stock had not been issued.

                   N.     Convertible Lock Agreement
                          In January 2002, the debenture holders agreed that
                          they would not convert any debentures for 60 days and
                          further that they would not convert any debentures for
                          six months unless the market price of the stock
                          exceeds $0.02.





            See Accompanying Notes and Independent Auditors' Report.

                                       29


<PAGE>
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE.

         Not applicable.



<PAGE>
                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
        WITH SECTION 16(A) OF THE EXCHANGE ACT.
<TABLE>
<CAPTION>

        Name                           Age             Position
<S>                                    <C>             <C>
        Kenneth W. Schilling           50              President, Chief Executive Officer and Director
        Mark Perkins                   38              Executive Vice President and Director
</TABLE>

     Directors  serve until the next annual  meeting and until their  successors
are elected and  qualified.  Officers are  appointed to serve for one year until
the  meeting  of  the  board  of  directors  following  the  annual  meeting  of
stockholders and until their  successors have been elected and qualified.  There
are no family relationships between any of our directors or officers.

     Kenneth W. Schilling  founded  INVNSYS'  predecessor,  SouthWest  Financial
Systems, in 1979, and has been Chief Executive Officer, President and a Director
since  INVNSYS'  founding.  Mr.  Schilling  studied  for a  B.S.  in  electrical
engineering  at the  University  of  Pittsburgh  from  1970 to 1972 but left for
military service prior to receiving his degree.

     Mark H. Perkins  joined  INVNSYS in 1994 and currently  serves as Executive
Vice  President.  Mr.  Perkins was  appointed  to iBIZ's Board on March 5, 1999.
Prior to his joining INVNSYS,  Mr. Perkins was employed at American Express as a
project manager for major systems  implementation,  a position he held for eight
years. Mr. Perkins earned a degree in business  management from California State
University-Sonoma.


ITEM 10.  EXECUTIVE COMPENSATION.

     The following table sets forth certain  compensation  paid or accrued by us
to certain of our executive  officers  during fiscal years ended 2001,  2000 and
1999.
<TABLE>
<CAPTION>

Summary Compensation Table
-----------------------------------------------------------------------------------------------------------
                                                           Fiscal     Salary
 Name and  Principal Position                              Year         ($)       Bonus ($)  Options(#)
-----------------------------------------------------------------------------------------------------------
<S>                                                        <C>        <C>       <C>       <C>
Kenneth W. Schilling, President & CEO                      2001       200,000   26,138    300,000
-----------------------------------------------------------------------------------------------------------
                                                           2000       200,000   40,000
                                                           1999       200,000             250,000
Terry S. Ratliff, Vice President,
Chief Financial Officer,
Director*                                                  2001       150,000   26,138    300,000

                                                           2000       88,000    40,000
                                                           1999       88,000              300,000
Mark H. Perkins, Executive Vice President, Director
                                                           2001       150,000   26,138    300,000
                                                           2000       88,000    40,000
                                                           1999       88,000              300,000
</TABLE>

* As of October 31, 2001, Ms. Ratliff resigned from the Company.

<PAGE>
Options Granted During Most Recent Financial Year. The following table sets out
information relating to options granted during the most recent financial year to
the Named Executive Officers.
<TABLE>
<CAPTION>

========================== ============== =================== ================= ===============
                           Securities     % of Total
                           Under          Options Granted
Name                       Options        to Employees in     Exercise price    Expiration
                           Granted        Financial Year      ($/Security)      Date
-------------------------- -------------- ------------------- ----------------- ---------------
<S>                        <C>            <C>                 <C>                    <C>
Kenneth W. Schilling,
President & CEO            300,000        25%                 $0.02             July 2011
-------------------------- -------------- ------------------- ----------------- ---------------
Terry S. Ratliff, Vice     300,000        25%                 $0.02             July 2011
President, Chief
Financial Officer,
Director*
-------------------------- -------------- ------------------- ----------------- ---------------
Mark H. Perkins,           300,000        25%                 $0.02             July 2011
Executive Vice
President, Director
========================== ============== =================== ================= ===============
*  As of October 31, 2001, Ms. Ratliff resigned from the Company.
</TABLE>
<TABLE>
<CAPTION>

Aggregated Option Exercises in Last Fiscal Year
 and Fiscal Year-End Option Values
------------------------------------------------------------------------------------------------------------
Name                     Shares          Value        Number of Unexercised   Value of Unexercised
                                                      Options at Fiscal Year  In-the-Money Options at
                         Acquired on                  End Exercisable/        Fiscal Year End Exercisable/
                         Exercise (#)    Realized ($) Un-exercisable          Un-exercisable (1)
------------------------------------------------------------------------------------------------------------
<S>                       <C>             <C>         <C>     <C>             <C>
Kenneth W. Schilling     -0-             -0-          625,000/25,000          $0/$0
Terry S. Ratliff         -0-             -0-          625,000/25,000          $0/$0
Mark H. Perkins          -0-             -0-          625,000/25,000          $0/$0
------------------------------------------------------------------------------------------------------------
</TABLE>

(1)      None of the options are "in-the-money."

There were no long-term incentive plans or rewards made in fiscal 2000.
Compensation of Directors


Employment Agreements

         Employment Agreement For Kenneth W. Schilling. Effective July 12, 2001,
Kenneth  W.  Schilling  and  iBIZ  entered  into an  Employment  Agreement  (the
"Agreement").  Under the  Agreement,  Mr.  Schilling has been retained to act as
President and Chief  Executive  Officer of iBIZ.  The Agreement is for a term of
three years ending July 12,  2004.  Under the  Agreement,  Mr.  Schilling  shall
receive an annual base salary of $250,000. Mr. Schilling will also receive three
hundred thousand  (300,000) options to purchase three hundred thousand (300,000)
shares of common  stock of iBIZ at an  exercise  price to be  determined  by the
Board based upon the closing price of the Company's  common stock.  In addition,
Mr.  Schilling  will also  receive a bonus  equal to one percent 1% of the total
sales of the Company recorded in the preceding fiscal quarter.

         Employment Agreement For Mark Perkins. Effective July 12, 2001, Mark
Perkins and iBIZ entered into an Employment Agreement (the "Agreement"). Under
the Agreement, Mr. Perkins has been retained to act as Executive Vice-President
of iBIZ. The Agreement is for a term of three years ending July 12, 2004. Under
the Agreement, Mr. Perkins shall receive an annual base salary of $150,000. Mr.
Perkins will also receive three hundred thousand (300,000) options to purchase
three hundred thousand (300,000) shares of common stock of iBIZ at an exercise
price to be determined by the Board based upon the closing price of the
Company's common stock. In addition, Mr. Perkins will also receive a bonus equal
to one percent 1% of the total sales of the Company recorded in the preceding
fiscal quarter.
<PAGE>
         In addition to the foregoing, each Agreement contains the following
termination provisions:

         "(a) Termination By The Company For Cause: The Company shall have the
right to terminate this Agreement and to discharge Employee for cause
(hereinafter "Cause"), and all compensation to Employee shall cease to accrue
upon discharge of Employee for Cause. For the purposes of this Agreement, the
term "Cause" shall mean (i) Employee's conviction of a felony; (ii) the
alcoholism or drug addiction of Employee; (iii) gross negligence or willful
misconduct of Employee in connection with his duties hereunder; (iv) the
determination by any regulatory or judicial authority (including any securities
self-regulatory organization) that Employee directly violated, before or after
the date hereof, any federal or state securities law, any rule or regulation
adopted thereunder; or (v) the continued and willful failure by Employee to
substantially and materially perform his material duties hereunder.

         (b) Termination By The Company Without Cause: In the event Employee's
employment hereunder shall be terminated by the Company for other than Cause:
(1) the Employee shall thereupon receive as severance in a lump sum payment from
the Company the amount of one (1) year of Salary in effect at the time of such
termination.

         (c) Resignation: In the event Employee resigns without Reason, he shall
receive any unpaid fixed salary through such resignation date and such benefits
to which he is entitled by law, and shall also receive a lump sum payment from
the Company in the amount of six (6) months Salary in effect at the time of such
resignation.

         (d) Change of Control: In the event of a Change in Control, as
hereinafter defined, the Company shall pay the Employee in a lump sum the amount
of three (3) years of annual Salary in effect at the time of such Change in
Control. Such payment and grant shall be made regardless of the continuation or
termination of Employee's employment with the Company after a Change of Control,
and shall be in addition to, and not in lieu of, any other payments or issuances
due pursuant to the terms of this agreement. For purposes hereof, a Change in
Control shall be deemed to have occurred (i) if there has occurred a "change in
control" as such term is used in Item 1 (a) of Form 8-K promulgated under the
Securities Exchange Act of 1934, as amended, at the date hereof ("Exchange Act")
or (ii) if there has occurred a change in control as the term "control" is
defined in Rule 12b-2 promulgated under the Exchange Act."



<PAGE>
ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICAL OWNERS AND MANAGEMENT.

         As of February 26, 2002, there were 223,409,275 shares of common stock,
par value $0.001 outstanding. The following table sets forth certain information
regarding the beneficial ownership of our common stock as of February 26, 2002:

         - all directors
         - each person who is known by us to be the beneficial owner of more
           than five percent (5%) of the outstanding common stock
         - each executive officer named in the Summary Compensation Table
         - all directors and executive officers as a group

         The number of shares beneficially owned by each director or executive
officer is determined under rules of the SEC, and the information is not
necessarily indicative of beneficial ownership for any other purpose. Under the
SEC rules, beneficial ownership includes any shares as to which the individual
has the sole or shared voting power or investment power. In addition, beneficial
ownership includes any shares that the individual has the right to acquire
within 60 days of September 30, 2001, through the exercise of any stock option
or other right. Unless otherwise indicated, each person listed below has sole
investment and voting power (or shares such powers with his or her spouse). In
certain instances, the number of shares listed includes (in addition to shares
owned directly), shares held by the spouse or children of the person, or by a
trust or estate of which the person is a trustee or an executor or in which the
person may have a beneficial interest.

<TABLE>
<CAPTION>

---------------------------------------------------------------------------------------------------------
                                           Number of Shares of Common Stock Beneficially Owned
----------------------------------------------------------------------------------------------------------
Name and Address of  Beneficial Owner       Shares        Vested Options (1)  Total (1)       Percent (1)
----------------------------------------------------------------------------------------------------------
<S>                                        <C>            <C>                <C>             <C>
Kenneth W. Schilling(2)                    --------       625,000            625,000         *
1919 W. Lone Cactus Drive
Phoenix, AZ 85021

Moorea Trust(2)
1919 W. Lone Cactus Drive
Phoenix, AZ 85021                          9,710,480      ---------          9,710,480       4.4%

Mark H. Perkins
1919 W. Lone Cactus Drive
Phoenix, AZ 85021                          1,771,200      625,000            2,096,200       *

All directors and officers as group
(2 persons)(3)                             11,148,680     1,250,000          12,731,680      5.7%
----------------------------------------------------------------------------------------------------------
</TABLE>
(1)     "*" means less than one percent.
(2)     Kenneth and Diane Schilling, husband and wife, hold the shares as
        trustees under the Moorea Trust dated December 18, 1991.
(3)     Includes Kenneth Schilling, and Mark Perkins.

iBIZ Technology Corp. Stock Option Plan

         The iBIZ Technology Corp. Stock Option Plan provides for the grant of
stock options to purchase common stock to eligible directors, officers, key
employees, and service providers of iBIZ. The stock option plan covers an
aggregate maximum of five million (10,000,000) shares of common stock and
provides for the granting of both incentive stock options (as defined in Section
422 of the Internal Revenue Code of 1986, as amended) and non-qualified stock
options (options which do not meet the requirements of Section 422). Under the
stock option plan, the exercise price may not be less than the fair market value
of the common stock on the date of the grant of the option. As of October 31,
2001, 3,145,000 options had been granted to 37 persons (net of cancelled and
exercised) under the plan at exercise prices of between $0.53 and $5.00. As of
February 26, 2002, the market price of the stock was $0.006. The options have
been granted for periods ranging from one (1) to ten (10) years, subject to
earlier cancellation upon termination of employment, resignation, disability and
death. The options vest pursuant to the terms of each individual option, which
to date have ranged from immediate to a five (5) year period.

         The stock option plan benefits currently have no value, as all of the
outstanding options were issued at exercise prices greater than the current
price of our common stock.
<PAGE>
         The Board of Directors administers and interprets the stock option plan
and is authorized to grant options thereunder to all eligible persons. In the
event the Board has at least two (2) members who are not either employees or
officers of iBIZ or of any parent or subsidiary of iBIZ, the stock option plan
will be administered by a committee of not less than two (2) persons who are
such independent directors. The Board designates the optionees, the number of
shares subject to the options and the terms and conditions of each option.
Certain changes in control of iBIZ, as defined in the stock option plan, will
cause the options to vest immediately. Each option granted under the stock
option plan must be exercised, if at all, during a period established in the
grant that may not exceed ten (10) years from the date of grant. An optionee may
not transfer or assign any option granted and may not exercise any options after
a specified period subsequent to the termination of the optionee's employment
with iBIZ. The Board may make amendments to the stock option plan from time to
time it deems proper and in the best interests of iBIZ provided it may not take
any action which disqualifies any option granted under the stock option plan as
an incentive stock option or which adversely effects or impairs the rights of
the holder of any option under the stock option plan.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         While a private company, INVNSYS (now iBIZ) made loans totaling
$992,037 to Kenneth Schilling. These loans are payable on demand and accrued
interest at eight percent (8%) during 1997 and six percent (6%) during 1998 and
1999. As of January 31, 2001, the balance of the loans payable by Mr. Schilling
to INVNSYS totaled approximately Three Hundred Eighty-Four Thousand Nine Hundred
Eighty-Eight Dollars and Ninety-Four Cents ($384,988.94). Mr. Schilling, as
trustee of the Moorea Trust, pledged 2,000,000 shares of iBIZ common stock to
secure this debt. As of October 31, 2001, this loan was considered uncollectible
because there is no longer collateral guaranteeing the loan.

         In November 2001, the Board of Directors approved a resolution
authorizing us to accept 9,285,600 shares of our common stock from Mr. Ken
Shilling, and that we apply such shares to our authorized and un-issued capital
stock so that it may be used for future offerings. To compensate Mr. Schilling
for his contribution of the 9.285,600 shares, the Board of Directors agreed to
issue 15,000,000 shares of our common stock to Mr. Schilling upon the increase
of our authorized common stock from 100,000,000 to 450,000,000.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.

       No reports were filed on Form 8-K for the last quarter of our fiscal year
ending October 31, 2001.
<PAGE>
<TABLE>
<CAPTION>
----------------- -------------------------------------------------------------------------------------------
Exhibit No.       Description
----------------- -------------------------------------------------------------------------------------------
<S>      <C>
2.01(1)  Plan of Reorganization and Stock Exchange Agreement dated January 1,
         1999
3.01(1)  Articles of Incorporation, as amended
3.02(1)  Bylaws
5.01     Opinion of Sichenzia, Ross, Friedman & Ference LLP
10.01(1) Citrix Business Alliance Membership Agreement dated February 10, 1999, between INVNSYS
         and Citrix Systems, Inc.
10.02(1) Client Software License Agreement dated December 30, 1998, between INVNSYS and Citrix
         Systems, Inc.
10.03(1) IBIZ Technology Corporation Distributed Software License Agreement dated June 2, 1999,
         between iBIZ and Jeremy Radlow
10.04(1) 3Com Designed for Palm Computing Platform Logo License Agreement, between iBIZ and Palm
         Computing, Inc.
10.05(1) IBIZ Technology Corp. Stock Option Plan dated January 31, 1999
10.06(1) Form of Stock Option
10.07(1) Lease Agreement dated June 1, 1999, between iBIZ and Lone Cactus Capital Group, L.L.C.
10.08(1) Strategic Teaming and Marketing Agreement dated February 18, 1999, between iBIZ and
         Global Telephone Communication, Inc.
10.09(1) Form of iBIZ Technology Corp. Common Stock Purchase Warrant
10.10(1) Form of iBIZ Technology Corp. Convertible Debenture
10.11(1) Employment Agreement dated March 5, 1999, as amended, between iBIZ, INVNSYS and Kenneth
         Schilling
10.12(1) Employment Agreement dated March 5, 1999, as amended, between iBIZ, INVNSYS and Terry
         Ratliff
10.13(1) Employment Agreement dated March 5, 1999, as amended, between iBIZ, INVNSYS and Mark
         Perkins
10.14(2) Securities Purchase Agreement dated November 9, 1999, between iBIZ and Globe United
         Holdings, Inc.
10.15(2) 7% Convertible Debenture Due November 9, 2004, between iBIZ and Globe United Holdings,
         Inc.
10.16(2) Warrant dated November 9, 1999
10.17(2) Registration Rights Agreement dated November 9, 1999, between iBIZ and Globe United
         Holdings, Inc.
10.183   Securities Purchase Agreement dated December 29, 1999, between iBIZ and Globe United
         Holdings, Inc.
10.193   7% Convertible Debenture Due December 29, 2004, between iBIZ and Globe United Holdings,
         Inc.
10.203   Warrant dated December 29, 1999
10.213   Registration Rights Agreement dated December 29, 1999, between iBIZ and Globe United
         Holdings, Inc.
10.223   Subscription Agreement for Common Stock of iBIZ Technology Corp.
10.234   Master Distribution Agreement dated January 12, 2000, between iBIZ and Harsper Co. Ltd.
10.245   Letter Agreement dated December 14, 1999, between iBIZ and Josephthal & Co., Inc.
10.255   Financial Project Management Agreement dated January 20, 2000, between iBIZ and Equinet,
         Inc.
10.266   Securities Purchase Agreement dated March 27, 2000, between iBIZ and Lites Trading, Co.
10.276   7% Convertible Debenture Due March 27, 2000, between iBIZ and Lites Trading, Co.
10.286   Warrant dated March 27, 2000
10.296   Registration Rights Agreement dated March 27, 2000, between iBIZ and
         Lites Trading, Co.
10.306   Letter Agreement dated March 27, 2000, from Globe United Holdings to iBIZ
10.317   Financial Consulting Services Agreement dated June 16, 2000 with Travis Morgan Securities.
10.327   Agreement with the Partnership of Sklar and Ruzycki dated July 6, 2000.
10.3310  Form of Warrant dated August 30, 2000 (six warrants by and between iBIZ Technology Corp.,
         and various warrant holders)
10.3410  Form of Warrant dated May 17, 2000 (four warrants by and between iBIZ Technology Corp.,
         and various warrant holders)
<PAGE>
10.358   Subscription Agreement for Notes Convertible into Common Stock of iBIZ Technology Corp.
10.368   Form of 8% Convertible Notes Due Oct. 30, 2002
10.378   Funds Escrow Agreement
10.388   Form of Warrant dated Oct. 30, 2000.
10.393   Modification and Waiver by and among iBIZ Technology and Subscribers to 8% Convertible
         Notes Agreement, dated as of April 17, 2001
10.4011  Subscription Agreement for Notes Convertible into Common Stock of iBIZ Technology Corp.,
         dated as of April 26, 2001
10.4111  Form of 8% Convertible Notes Due April 26, 2003
10.4211  Form of Warrant dated April 26, 2001, 2000
10.43    Form of Subscription Agreement for Notes Convertible into Common Stock of iBIZ Technology
         Corp., dated as of October 9, 2001
10.44    Form of 8% Convertible Notes Due October 9, 2002
10.45    Form of Warrant dated October 9, 2001 Form of Subscription Agreement for Notes Convertible into
         Common Stock of iBIZ Technology 10.46 Corp., dated as of August 21, 2001
         between iBiz Technology and Laurus Master Fund, Ltd. and Keshet, L.P.
10.47    Form of 8% Convertible Note Due October August 21, 2002 between iBiz Technology and
         Laurus Master Fund, Ltd.
10.48    Form of Warrant dated August 21, 2001 issued to Laurus Master Fund, Ltd.
10.49    Form of 8% Convertible Note Due October August 21, 2002 between iBiz Technology and
         Keshet, L.P.
10.50    Form of Subscription Agreement for Notes Convertible into Common Stock of iBIZ Technology
         Corp., dated as of July 30, 2001 between iBiz Technology and Laurus Master Fund, Ltd., Esquire
         Trading & Finance, Inc. and Celeste Trust Reg.
10.51    Form of 8% Convertible Note Due October July 30, 2002 between iBiz Technology and Laurus
         Master Fund, Ltd.
10.52    Form of Warrant dated July 30, 2001 issued to Laurus Master Fund, Ltd.
10.53    Form of 8% Convertible Note Due October July 30, 2002 between iBiz Technology and Esquire
         Trading & Finance, Inc..
10.54    Form of Warrant dated July 30, 2001 issued to Esquire Trading & Finance, Inc.
10.55    Form of 8% Convertible Note Due October July 30, 2002 between iBiz Technology and Celeste
         Trust Reg.
10.56    Form of Warrant dated July 30, 2001 issued to Celeste Trust Reg.
10.57    Form of Subscription Agreement for Notes Convertible into Common Stock of iBIZ Technology
         Corp., dated as of June 22, 2001 between iBiz Technology and The Keshet Fund, L.P.
10.58    Form of 8% Convertible Note Due October June 22, 2002 between iBiz Technology and The
         Keshet Fund, L.P.
10.59    Form of Warrant dated July 30, 2001 issued to The Keshet Fund, L.P.
21.01(1) Subsidiaries of Company
23.01    Consent of Moffitt & Company
23.02    Consent of Sichenzia, Ross, Friedman & Ference LLP (contained in opinion filed as Exhibit
         5.01)
99.019   Press Release dated January 12, 2001
---
</TABLE>

Incorporated by reference from iBIZ's Form 10-SB, File No. 000-27619, filed with
the SEC on October 13, 1999
Incorporated by reference from iBIZ's Form 10-SB/A, File No. 000-27619, filed
with the SEC on November 30, 1999.
Incorporated by reference from iBIZ's Form SB-2, File No. 333-94409, filed with
the SEC on January 11, 2000.
Incorporated by reference from iBIZ's Form 10-KSB, File No. 000-027619, filed
with the SEC on January 7, 2000.
Incorporated by reference from iBIZ's Form 10-QSB, File No. 000-027619, filed
with the SEC on March 16, 2000.
Incorporated by reference from iBIZ's Form SB-2, File No. 333-34936, filed
with the SEC on April 17, 2000.
<PAGE>
Incorporated by reference from iBIZ's Form SB-2, File No. 333-42414, filed with
the SEC on July 28, 2000.
Incorporated by reference from iBIZ's Form SB-2, File No. 333-50564, filed with
the SEC on November 22, 2000.
Incorporated by reference from iBIZ's Form 8-K, File No. 000-027619, filed with
the SEC on January 19, 2001.
Incorporated by reference from iBIZ's Form 10-KSB, File No. 000-027619, filed
with the SEC on January 29, 2001.
Incorporated by reference from iBiz's Form SB-2, File No. 333-63808, filed
with the SEC on June 25, 2001.


<PAGE>
                                   SIGNATURES

         In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                                   iBIZ Technology Corp.,
                                   a Florida Corporation

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

                                   Dated: February 27, 2002

         In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the registrant and in the capacities and
on the dates indicated.

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

                                   Dated: February 27, 2002


                                   By:/s/ Mark H. Perkins
                                      ----------------------------------------
                                          Mark H. Perkins, Vice President of
                                          Operations, Director


                                   Dated: February 27, 2002