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

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                      INTERNET BUSINESS INTERNATIONAL, INC.


               (Exact name of registrant as specified in charter)

              Nevada                                              33-0845463
---------------------------------                            -------------------
  (State or other jurisdiction                                (I.R.S. Employer
of incorporation or organization)                            Identification No.)

                                                         Marc R. Tow, Esq.
     2250 East Tropicana, Suite 19-309             Marc R. Tow & Associates APC
               Suite 101                           3900 Birch Street, Suite 113
          Las Vegas, Nevada 89119                    Newport Beach, CA 92660
            (775)  588-2387                               (949) 975-0544
     ---------------------------------         ---------------------------------
   (Address and telephone number of             (Name, address and telephone
Registrant's Principal Executive Offices)        number of agent for service)

                       2003 EMPLOYEES AND CONSULTANTS PLAN
                       -----------------------------------
                            (Full title of the plan)

                        Copies of all communications to:
                          Marc R. Tow & Associates, APC
                          3900 Birch Street, Suite 113
                         Newport Beach, California 92660
                            Telephone (949) 975-0544
                            Facsimile (949) 975-0547



                              Calculation  of  Registration  Fee

  Title of           Proposed maximum
securities to be       Amount to be      offering price per    Proposed maximum       Amount of
 registered            registered              share            offering price    registration fee
                                                                    
Common Stock, par
value $0.001. . .      40,000,000(1)       $    0.0020(2)       $    80,000(2)      $     6.47



(1)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration  statement  also  covers an indeterminate amount of interests to be
offered  or  sold  pursuant  to  the  employee  benefit  plan  described herein.

(2)  The  proposed  maximum  offering  price  per  share of Common Stock and the
proposed  maximum aggregate offering price are calculated solely for the purpose
of determining the registration fee pursuant to Rule 457(h) under the Securities
Act  of  1933. The fee for the shares being registered is based upon the closing
bid  price  of  the  Common  Stock  on  November 4, 2003, as reported on the OTC
Bulletin  Board.


                                        1


                                TABLE OF CONTENTS
                                -----------------

PART  I  INFORMATION  REQUIRED  IN  SECTION  10(A)  PROSPECTUS
--------------------------------------------------------------
     Item  1.  Plan  Information
     ---------------------------
     Item  2.  Registrant  Information  and  Employee  Plan  Annual  Information
     ---------------------------------------------------------------------------
PART  II  INFORMATION  REQUIRED  IN  THE  REGISTRATION  STATEMENT
-----------------------------------------------------------------
     Item  3.  Incorporation  of  Documents  by  Reference
     -----------------------------------------------------
     Item  4.  Description  of  Securities
     -------------------------------------
     Item  5.  Interests  of  Named  Experts  and  Counsel
     -----------------------------------------------------
     Item  6.  Indemnification  of  Directors  and  Officers
     -------------------------------------------------------
     Item  7.  Exemption  for  Registration  Claimed
     -----------------------------------------------
     Item  8.  Exhibits
     ------------------
     Item  9.  Undertakings
     ----------------------
SIGNATURES
----------
EXHIBIT  4
----------
EXHIBIT  5
----------
EXHIBIT  23.1
-------------
EXHIBIT  23.2
-------------
EXHIBIT  24
-----------


                                        2


              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM  1.  PLAN  INFORMATION

See  Item  2  below.

ITEM  2.  REGISTRANT  INFORMATION  AND  EMPLOYEE  PLAN  ANNUAL  INFORMATION

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

A  copy  of  any  document  or  part  hereof  incorporated  by reference in this
Registration  Statement  but  not delivered with this Prospectus or any document
required  to  be delivered pursuant to Rule 428(b) under the Securities Act will
be  furnished  without  charge  upon written or oral request. Requests should be
addressed  to  2250  East  Tropicana,  Suite  19-309  Las  Vegas,  Nevada  89119

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM  3.  INCORPORATION  OF  DOCUMENTS  BY  REFERENCE

The  following  documents filed by the Company under the Securities Exchange Act
of  1934  (the  "Exchange  Act")  are  incorporated  herein  by  reference:

 (a)  The  Registrant's  latest  annual report on Form 10-KSB and any amendments
thereto  for  the  fiscal  year  ended  June  30,  2003.

(b)  All  other reports filed pursuant to Section 13(a) or 15(d) of the Exchange
Act  since  the  end  of  the  fiscal  year  covered by the financial statements
contained in the Form 10KSB and any amendments thereto referred to in (a) above.

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

Any  statement contained in a document incorporated by reference herein shall be
deemed  to be modified or superseded for purposes of this Registration Statement
to  the extent that a statement contained in a subsequently filed document which
is  also incorporated by reference herein modified or superseded such statement.

ITEM  4.  DESCRIPTION  OF  SECURITIES

Not  applicable.

ITEM  5.  INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL

No  named  expert  or  counsel  was  hired on a contingent basis, will receive a
direct  or  indirect  interest  in the small business issuer, or was a promoter,
underwriter,  voting  trustee, director, officer, or employee of the Registrant.

ITEM  6.  INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS

The  articles  of  incorporation  of  the  Registrant provide the following with
regard  to  liability:


                                        3


     "No  Director  of  this  Corporation  shall  have personal liability to the
Corporation  or  any  of  its  stockholders  for  monetary damages for breach of
fiduciary  duty  as  a  Director or officer involving any act or omission of any
such  Director  or officer. The foregoing provision shall not eliminate or limit
the liability of a Director (i) for any breach of the Director's duty of loyalty
to  the  Corporation or its stockholders, (ii) for acts or omissions not in good
faith  or,  which  involve intentional misconduct or a knowing violation of law,
(iii) under applicable Sections of the Nevada Revised Statutes, (iv) the payment
of  dividends  in violation of Section 78.300 of the Nevada Revised Statutes or,
(v)  for  any  transaction  from which the Director derived an improper personal
benefit.  Any  repeal or modification of this Article by the stockholders of the
Corporation  shall  be  prospective  only  and  shall  not  adversely affect any
limitation on the personal liability of a Director or officer of the Corporation
for  acts  or  omissions  prior  to  such  repeal  or  modification."

Indemnification.

(a)  Bylaws.

     Article  V  of  the  bylaws  of  the  Registrant  provides  as  follows:

     Section  1.  Definitions.  For purposes of this Article, "Indemnitee" shall
mean  each  Director or Officer who was or is a party to, or is threatened to be
made  a  party  to,  or is otherwise involved in, any Proceeding (as hereinafter
defined),  by  reason of the fact that he or she is or was a Director or Officer
of  this Corporation or is or was serving in any capacity at the request of this
Corporation  as  a Director, Officer, employee, agent, partner, or fiduciary of,
or  in  any other capacity for, another corporation, partnership, joint venture,
trust,  or  other  enterprise.  The term "Proceeding" shall mean any threatened,
pending  or  completed action or suit (including, without limitation, an action,
suit  or  proceeding  by  or  in  the right of this Corporation), whether civil,
criminal,  administrative  or  investigative.

     Section 2.  Indemnification.  Each Indemnitee shall be indemnified and held
harmless  by  this  Corporation for all actions taken by him or her, and for all
omissions  (regardless  of  the  date  of  any  such action or omission), to the
fullest  extent permitted by Nevada law, against all expense, liability and loss
(including,  without  limitation,  attorney  fees,  judgments,  fines,  taxes,
penalties,  and amounts paid or to be paid in settlement) reasonably incurred or
suffered  by  the Indemnitee in connection with any Proceeding.  Indemnification
pursuant to this Section shall continue as to an Indemnitee who has ceased to be
a  Director  or  Officer  and  shall  inure  to the benefit of his or her heirs,
executors  and  administrators.  This Corporation may, by action of its Board of
Directors,  and  to  the extent provided in such action, indemnify employees and
other persons as though they were Indemnitees.  The rights to indemnification as
provided  in  this  Article  shall be non-exclusive of any other rights that any
person  may  have  or  hereafter  acquire  under  an  statute, provision of this
Corporation's  Articles  of  Incorporation  or  Bylaws,  agreement,  vote  of
stockholders  or  Directors,  or  otherwise.

     Section  3.  Financial  Arrangements.  This  Corporation  may  purchase and
maintain  insurance or make other financial arrangements on behalf of any person
who  is  or  was  a  Director,  Officer,  employee  or  agent  of  this
Corporation,  or  is  or  was serving at the request of this Corporation in such
capacity  for  another  corporation,  partnership, joint venture, trust or other
enterprise  for  any  liability  asserted  against  him or her and liability and
expenses  incurred  by  him  or  her  in  such  capacity,  whether  or  not this
Corporation has the authority to indemnify him or her against such liability and
expenses.

     The  other financial arrangements which may be made by this Corporation may
include,  but  are not limited to, (a) creating a trust fund; (b) establishing a
program  of  self-insurance;  (c)  securing its obligation of indemnification by
granting  a security interest or other lien on any of this Corporation's assets,
and  (d)  establishing  a  letter  of  credit, guarantee or surety. No financial
arrangement  made  pursuant  to this section may provide protection for a person
adjudged  by  a court of competent jurisdiction, after exhaustion of all appeals
therefrom,  to  be  liable  for  intentional  misconduct,  fraud,  or  a knowing
violation  of  law, except with respect to advancing expenses or indemnification
ordered by a court.  Any insurance or other financial arrangement made on behalf
of  a person pursuant to this section may be provided by this Corporation or any
other  person  approved  by  the  Board of Directors, even if all or part of the
other  person's  stock  or other securities is owned by this Corporation. In the
absence  of  fraud:


                                        4


     (a)  the  decision  of  the  Board  of Directors as to the propriety of the
terms  and  conditions  of  any  insurance  or  other financial arrangement made
pursuant  to this section, and the choice of the person to provide the insurance
or  other  financial  arrangement  is  conclusive;  and

     (b)  the  insurance or other financial arrangement is not void or voidable;
does not subject any Director approving it to personal liability for his action;
and even if a Director approving the insurance or other financial arrangement is
a  beneficiary  of  the  insurance  or  other  financial  arrangement.

     Section  4.  Contract  of  Indemnification.  The provisions of this Article
relating to indemnification shall constitute a contract between this Corporation
and each of its Directors and Officers, which may be modified as to any Director
or  Officer  only with that person's consent or as specifically provided in this
section.  Notwithstanding  any  other  provision of the Bylaws relating to their
amendment generally, any repeal or amendment of this Article which is adverse to
any  Director  or  Officer  shall  apply  to  such Director or Officer only on a
prospective  basis  and  shall  not  limit  the  rights  of  an  Indemnitee  to
indemnification  with respect to any action or failure to act occurring prior to
the  time  of  such  repeal or amendment. Notwithstanding any other provision of
these  Bylaws, no repeal or amendment of these Bylaws shall affect any or all of
this  Article  so as to limit or reduce the indemnification in any manner unless
adopted  by  (a)  the  unanimous  vote of the Directors of this Corporation then
serving,  or  (b)  the stockholders as set forth in Article XII hereof; provided
that  no  such  amendment  shall  have  retroactive effect inconsistent with the
preceding  sentence.

     Section  5.  Nevada Law. References in this Article to Nevada law or to any
provision  thereof  shall  be to such law as it existed on the date these Bylaws
were  adopted or as such law thereafter may be changed; provided that (a) in the
case  of  any  change which expands the liability of an Indemnitee or limits the
indemnification  rights  or  the  rights  to  advancement of expenses which this
Corporation may provide, the rights to limited liability, to indemnification and
to  the  advancement  of  expenses  provided  in  this Corporation's Articles of
Incorporation, these Bylaws, or both shall continue as theretofore to the extent
permitted  by  law; and (b) if such change permits this Corporation, without the
requirement of any further action by stockholders or Directors, to limit further
the  liability  of  Indemnitees  or to provide broader indemnification rights or
rights  to  the  advancement  of expenses than this Corporation was permitted to
provide  prior  to  such change, liability thereupon shall be so limited and the
rights  to  indemnification and advancement of expenses shall be so broadened to
the  extent  permitted  by  law."

(c)  Nevada  Revised  Statutes.

     "NRS  78.7502  Discretionary  and  mandatory  indemnification  of officers,
directors,  employees  and  agents:

General  provisions.

     (1)  A  corporation  may  indemnify  any person who was or is a party or is
threatened  to  be  made a party to any threatened, pending or completed action,
suit  or  proceeding,  whether civil, criminal, administrative or investigative,
except  an  action  by or in the right of the corporation, by reason of the fact
that  he is or was a director, officer, employee or agent of the corporation, or
is  or  was  serving  at  the request of the corporation as a director, officer,
employee  or  agent of another corporation, partnership, joint venture, trust or
other  enterprise, against expenses, including attorneys' fees, judgments, fines
and  amounts  paid  in  settlement  actually  and  reasonably incurred by him in
connection  with the action, suit or proceeding if he acted in good faith and in
a  manner  which  he  reasonably  believed  to  be in or not opposed to the best
interests  of  the  corporation,  and,  with  respect  to any criminal action or
proceeding,  had  no  reasonable  cause to believe his conduct was unlawful. The
termination  of  any  action, suit or proceeding by judgment, order, settlement,
conviction  or  upon  a  plea of nolo contendere or its equivalent, does not, of
itself,  create a presumption that the person did not act in good faith and in a
manner  which  he  reasonably  believed  to  be  in  or  not opposed to the best
interests  of  the corporation, and that, with respect to any criminal action or
proceeding,  he  had  reasonable cause to believe that his conduct was unlawful.

     (2)  A  corporation  may  indemnify  any person who was or is a party or is
threatened  to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason  of  the fact that he is or was a director, officer, employee or agent of
the  corporation,  or  is  or  was
serving  at  the  request of the corporation as a director, officer, employee or
agent  of  another  corporation,  partnership,  joint  venture,  trust  or other
enterprise against expenses, including amounts paid in settlement and attorneys'
fees  actually  and reasonably incurred by him in connection with the defense or
settlement of the action or suit if he acted in good faith and in a manner which
he  reasonably  believed  to  be  in or not opposed to the best interests of the
corporation.


                                        5


Indemnification  may not be made for any claim, issue or matter as to which such
a  person  has  been  adjudged  by  a  court  of  competent  jurisdiction, after
exhaustion  of  all  appeals  therefrom,  to be liable to the corporation or for
amounts  paid  in  settlement  to the corporation, unless and only to the extent
that  the  court  in  which  the  action  or  suit was brought or other court of
competent  jurisdiction  determines  upon  application  that  in view of all the
circumstances  of  the  case,  the  person  is fairly and reasonably entitled to
indemnity  for  such  expenses  as  the  court  deems  proper.

     (3)  To  the  extent  that  a  director,  officer,  employee  or agent of a
corporation  has  been  successful  on the merits or otherwise in defense of any
action,  suit or proceeding referred to in subsections 1 and 2, or in defense of
any  claim, issue or matter therein, the corporation shall indemnify him against
expenses,  including attorneys' fees, actually and reasonably incurred by him in
connection  with  the  defense.

     NRS  78.751  Authorization  required  for  discretionary  indemnification;
advancement  of  expenses;  limitation  on  indemnification  and  advancement of
expenses.

     (1)  Any  discretionary indemnification under NRS 78.7502 unless ordered by
a  court  or  advanced  pursuant to subsection 2, may be made by the corporation
only  as  authorized  in  the  specific  case  upon  a  determination  that
indemnification  of  the  director,  officer, employee or agent is proper in the
circumstances.  The  determination  must  be  made:

     (i)  By  the  stockholders;

     (ii)  By  the board of directors by majority vote of a quorum consisting of
directors  who  were  not  parties  to  the  action,  suit  or  proceeding;

     (iii)  If  a majority vote of a quorum consisting of directors who were not
parties  to  the  action,  suit  or  proceeding  so orders, by independent legal
counsel  in  a  written  opinion;  or

     (iv)  If  a  quorum  consisting  of  directors  who were not parties to the
action, suit or proceeding cannot be obtained, by independent legal counsel in a
written  opinion.

     (2)  The  articles of incorporation, the bylaws or an agreement made by the
corporation  may provide that the expenses of officers and directors incurred in
defending  a  civil  or  criminal action, suit or proceeding must be paid by the
corporation  as they are incurred and in advance of the final disposition of the
action,  suit  or  proceeding, upon receipt of an undertaking by or on behalf of
the  director or officer to repay the amount if it is ultimately determined by a
court of competent jurisdiction that he is not entitled to be indemnified by the
corporation.  The  provisions  of  this  subsection  do not affect any rights to
advancement  of  expenses  to  which corporate personnel other than directors or
officers  may  be  entitled  under  any  contract  or  otherwise  by  law.

     (3)  The  indemnification  and  advancement  of  expenses authorized in NRS
78.7502  or  ordered  by  a  court  pursuant  to  this  section:

     (i)  Does  not  exclude  any  other  rights  to  which  a  person  seeking
indemnification or advancement of expenses may be entitled under the articles of
incorporation  or  any  bylaw,  agreement, vote of stockholders or disinterested
directors  or  otherwise,  for  either  an action in his official capacity or an
action  in  another  capacity  while  holding  his  office,  except  that
indemnification, unless ordered by a court pursuant to or for the advancement of
expenses  made  pursuant to subsection 2, may not be made to or on behalf of any
director  or  officer  if  a  final  adjudication  establishes  that his acts or
omissions  involved  intentional misconduct, fraud or a knowing violation of the
law  and  was  material  to  the  cause  of  action.

     (ii)  Continues  for  a  person  who  has ceased to be a director, officer,
employee  or  agent  and  inures  to  the  benefit  of  the heirs, executors and
administrators  of  such  a  person.


                                        6


     NRS 78.752  Insurance and other financial arrangements against liability of
directors,  officers,  employees  and  agents.

     (1)  A  corporation  may  purchase  and  maintain  insurance  or make other
financial  arrangements  on  behalf  of  any  person  who  is or was a director,
officer,  employee  or  agent  of  the  corporation, or is or was serving at the
request  of the corporation as a director, officer, employee or agent of another
corporation,  partnership,  joint  venture,  trust  or  other enterprise for any
liability asserted against him and liability and expenses incurred by him in his
capacity as a director, officer, employee or agent, or arising out of his status
as  such,  whether  or  not  the  corporation has the authority to indemnify him
against  such  liability  and  expenses.

     (2)  The  other  financial arrangements made by the corporation pursuant to
subsection  1  may  include  the  following:

     (i)  The  creation  of  a  trust  fund.

     (ii)  The  establishment  of  a  program  of  self-insurance.

     (iii)  The  securing  of  its  obligation  of indemnification by granting a
security  interest  or  other  lien  on  any  assets  of  the  corporation.

     (iv)  The  establishment  of  a  letter  of  credit,  guaranty  or  surety.

No financial arrangement made pursuant to this subsection may provide protection
for  a person adjudged by a court of competent jurisdiction, after exhaustion of
all  appeals  therefrom,  to  be  liable  for intentional misconduct, fraud or a
knowing  violation of law, except with respect to the advancement of expenses or
indemnification  ordered  by  a  court.

     (3)  Any  insurance  or  other  financial  arrangement  made on behalf of a
person  pursuant to this section may be provided by the corporation or any other
person  approved  by  the  board  of directors, even if all or part of the other
person's  stock  or  other  securities  is  owned  by  the  corporation.

     (4)  In  the  absence  of  fraud:

     (i)  The  decision  of  the  board  of directors as to the propriety of the
terms  and  conditions  of  any  insurance  or  other financial arrangement made
pursuant  to  this section and the choice of the person to provide the insurance
or  other  financial  arrangement  is  conclusive;  and

     (ii)  The  insurance  or  other  financial  arrangement:

          (A)  Is  not  void  or  voidable;  and

          (B)  Does  not subject any director approving it to personal liability
for  his  action,  even if a director approving the insurance or other financial
arrangement  is  a  beneficiary of the insurance or other financial arrangement.

     (5)  A  corporation  or  its  subsidiary  which provides self-insurance for
itself  or  for  another  affiliated corporation pursuant to this section is not
subject  to  the  provisions  of  Title  57  of  NRS."


ITEM  7.  EXEMPTION  FROM  REGISTRATION  CLAIMED

Not  applicable.

ITEM  8.  EXHIBITS

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


                                        7


ITEM  9.  UNDERTAKINGS

The  undersigned  Company  hereby  undertakes:

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

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

(ii)  To  reflect  in  the  prospectus  any  facts  or  events arising after the
effective  date of the registration statement (or the most recent post-effective
amendment  thereof)  which  individually  or  in  the  aggregate,  represent  a
fundamental  change  in the information set forth in the registration statement;

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

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

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

(4)  The  undersigned  registrant  hereby  undertakes  that,  for  purposes  of
determining  any  liability under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant  to Section 13(a) or Section 15(d) of the
Securities  Exchange  Act  of  1934  (and,  where  applicable, each filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act  of  1934)  that  is  incorporated by reference in the
registration  statement  shall  be  deemed  to  be  a new registration statement
relating  to the securities offered therein, and the offering of such securities
at  that  time  shall  be  deemed  to be the initial bona fide offering thereof.

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

                                   SIGNATURES

Pursuant  to  the  requirements  of  the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to  be  signed  on  its  behalf  by  the  undersigned, thereunto duly
authorized, in City of Newport Beach, State of California, on November  4, 2003.

                                           INTERNET BUSINESS INTERNATIONAL, INC.
                                           /s/ Albert R. Reda
                                           Albert R. Reda, President

                            SPECIAL POWER OF ATTORNEY

The  undersigned  constitute  and  appoint  Albert R. Reda their true and lawful
attorney-in-fact  and  agent with full power of substitution, for him and in his
name,  place,  and  stead,  in  any  and  all  capacities,  to  sign any and all
amendments,  including  post-effective amendments, to this Form S-8 Registration
Statement,  and to file the same with all exhibits thereto, and all documents in


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connection therewith, with the U.S. Securities and Exchange Commission, granting
such  attorney-in-fact  the  full power and authority to do and perform each and
every  act  and  thing  requisite  and  necessary  to  be  done in and about the
premises,  as  fully  and to all intents and purposes as he might or could do in
person,  hereby  ratifying  and  confirming  all  that such attorney-in-fact may
lawfully  do  or  cause  to  be  done  by  virtue  hereof.

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


        Signature                     Title                          Date

/s/  Albert  R.  Reda                                          November  4, 2003
     Albert  R.  Reda    Chief Executive Officer/ Secretary/
                         Treasurer (principal financial and
                         accounting officer)/Director


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EXHIBIT  INDEX

Exhibit  No.     Description

4                2003  EMPLOYEES AND CONSULTANTS PLAN II dated November 4,  2003
                (filed herewith).

5                Opinion  Re:  Legality  (filed  herewith).

23.1             Consent  of  Accountants  (filed  herewith).

23.2             Consent  of  Counsel  (included  in  Exhibit  5).

24               Special  Power  of  Attorney  (see  signature  page).


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