SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
JANUARY 15, 2000
--------------------
Date of Report
(Date of Earliest Event Reported)
2DOBIZ.COM, INC.
--------------------
(Exact Name of Registrant as Specified in its Charter)
NEVADA 0-27983 77-0448262
--------------- ----------- --------------
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
122-1020 Mainland Street, Vancouver, British Columbia Canada. V6B 2T4
-------------------------------------------------------------------------
(Address of principal executive offices)
(604)602-2378
-----------------
(Registrant's telephone number)
INTERLOCK SERVICES, INC.
9160 EAST DEER TRAIL
TUCSON, ARIZONA 85710
---------------------------
(Former name and former address)
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
(a) Pursuant to an AGREEMENT AND PLAN OF REORGANIZATION ("Agreement") INTERLOCK
SERVICES, INC, a Nevada corporation ("Acquisition"), INTERNET INTERNATIONAL
COMMUNICATIONS, LTD., a Nevada corporation ("Client") and the persons listed in
Exhibit A hereof (collectively the "Shareholders"), being the owners of record
of all of the issued and outstanding common stock of Client.
The Agreement was adopted by the unanimous consent of the Board of Directors of
the Registrant and approved by the unanimous consent of the shareholders of the
Registrant on January 15, 2000. The Agreement was adopted by the unanimous
consent of the Board of Directors of Client on January 15, 2000 and approved by
the unanimous consent of the Shareholders on January 15, 2000.
Prior to the Agreement, the Registrant had 3,500,000 shares of common stock
outstanding. Pursuant to the Agreement, the Registrant exchanged 7,500,000
shares of its common stock for 7,086,903 shares of common stock of Client at an
exchange ratio of 1.058 to 1.0. After the effect of the Agreement, the
Registrant had a total of 11,000,000 shares of its common stock outstanding.
The sole source of consideration used by the Shareholders to acquire their
respective interest in the Registrant was the exchange of their common stock
for the common stock of the Acquisition. The Agreement was structured to
provide the Shareholders with a capital gain deferral under applicable Nevada
tax laws, rules and regulations.
Copies of the Agreement are filed as exhibits to this form 8-K and are
incorporated in their entirety herein. The description of the exhibits
contained in this report is modified by such reference.
(b) The following table contains information regarding the shareholdings of the
Registrant's current directors and executive officers and those persons or
entities who have the right to vote or direct the vote or beneficially own more
than 5% of the Registrant's common stock or rights to acquire common stock:
Percent Of
Amount of Common Common Stock
Stock Beneficially Beneficially Owned
Owned or Right to Or Right to
Name Direct vote Direct Vote (1)
- ----------------- ----------------- ------------------
David Roth, PhD 4,412,300 40.1%
c/o 2dobiz.com, Inc.
122-1020 Mainland Street
Vancouver British Columbia
Canada V6B 2T4 (2)
Aurora-1, Ltd. LLC 4,412,300 40.1%
P.O. Box 22815
Santa Barbara, California
93121 (2)
Adam Ezer 0 0.0%
c/o 2dobiz.com, Inc.
122-1020 Mainland Street
Vancouver British Columbia
Canada V6B 2T4
Jay Joe 0 0.0%
c/o 2dobiz.com, Inc.
122-1020 Mainland Street
Vancouver British Columbia
Canada V6B 2T4
(1) Based upon 11,000,000 outstanding shares of common stock.
(2) Indirectly owned by Dr. David Roth, the Company's Chief Executive Officer.
Dr. Roth has voting rights over the shares held by Aurora-1, Ltd. LLC.
COMMON STOCK
The Purchaser has authorized 100,000,000 shares of Common Stock of which
11,000,000 have been issued pro rata to the Shareholders. The Shares are
entitled to receive notice of or to attend any meeting of the shareholders of
the Acquisition and to vote on any matters before the shareholders of the
Acquisition.
REGISTRATION OF REGISTRANT SHARES
The Registrant has agreed to register for sale in the United States secondary
market 7,500,000 of the Registrant's Shares issued to Shareholders. The
Registrant Intends to register such shares by filing with the United States
Securities and Exchange Commission, as soon as possible, a registration
statement on Form S-4 pursuant to the Securities Act of 1933. The timing of the
sales of the registered shares and the prices at which such shares are sold
into the public market (if such market develops, of which there can be no
assurance), will be determined, respectively, by the holders of the registered
shares and by market conditions at the time of such sales. None of the proceeds
of such sales will belong to the Registrant or be applied for its benefit.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
BUSINESS
Internet International Communications Ltd. (2DOBIZ.COM) was formed in 1996 by
Mr. David F. Roth Ph.D. Dr. Roth believes that small to medium enterprises
(SME) generally do not have the financial resources to emulate the large global
businesses. Growth is usually restricted by the lack of information to and
about the global market place and inability to access worldwide distribution
channels. On the other hand, he also saw the trend of SME's moving towards
global sourcing, shopping the world for the best deal. Therefore, 2DOBIZ.COM
created 2dobiz.com in 1998.
2DOBIZ.COM began operations in 1996 with an agreement to provide business
content for an Internet network in China. The corporate database was launched
and 2DOBIZ.COM's public company was incorporated in Nevada, USA in the same
year. In 1997, the company developed its first website, www.inincom.com, and
established strategic alliances with marketing partners in China, Taiwan,
Philippines, Japan, Hong Kong, Mexico, U.S.A. and Canada. Since then,
2DOBIZ.COM has successfully gained cooperation at various governmental levels
in the Philippines, Taiwan, China, Japan, Mexico, and Vietnam for the promotion
of export business opportunities via 2DOBIZ.COM to local companies.
2DOBIZ.COM's main office is located in Vancouver, British Columbia with branch
offices in Los Angeles, Taipei, Hong Kong and Beijing.
COMPANY BACKGROUND
GENERAL
PRODUCTS & SERVICES - OVERVIEW
2DOBIZ.COM is a one-stop business support center which provides real-time
information, reliable trade support, and effective business tools to help
businesses expand their sales internationally and strengthen their position in
the global marketplace. In order to achieve this goal, 2dobiz.com offers a wide
range of services (commerce), resources (content), connections (community) and
convenience those businesses require through the web-site.
Commerce-2DOBIZ.COM offers e-commerce tools, which help members, expand their
business internationally in a cost-effective manner. Members have access to
comprehensive international trade and corporate finance services.
International trade services include buyer/seller search using 2DOBIZ.COM's
proprietary database, business auction, free advertisements and more. With the
powerful buyer/seller search engine, users can find out names and background
information on suppliers, retailers, distributors, etc in the countries and
industries that they are interested in.
Content-Companies have numerous needs and concerns when exploring a foreign
market. 2dobiz.com provide Trade Tools and up-to-date business information to
address members' needs and concerns.
Trade Tools is a kit that contains international trade statistics, information
on tariffs and duties, and links to government and international trade
organization sites to help users learn about foreign markets.
2dobiz.com's business information section contains useful material that help
SMEs make informed decisions. It offers a wide range of company, industry and
country reports as well as supplier and corporate credit reports. Furthermore,
users can access all major newspapers worldwide to stay on top of the latest
business issues and keep track of stock quotes from markets around the world.
Community-2dobiz.com is the site that brings businesses together. The
Communications Centre in the site provides tools, including bulletin boards,
chat rooms and e-mail, to enable buyers and sellers to communicate and exchange
ideas.
Convenience-To make it truly a one-stop business support centre, 2dobiz.com
takes care of many other needs of a business. Services offered include business
travel bookings, on-line banking, on-line stock trading, and gift catalogues.
PRODUCTS & SERVICES - DETAIL
2DOBIZ.COM conducted a survey of 200 SMEs that are engaged in international
trade business in order to ensure a thorough understanding of the needs and
expectations of the target market. The following are the survey findings:
Problems-SMEs encounter in international trade:
- -Finding foreign business partners and/or buyers
- -Finding a cost effective way of increasing company profile
- -Lack of capital to expand
- -Lack of information on the target market
- -Lack of industry information
- -Handling the tedious and confusing paper work.
Qualities of an ideal web-site:
- -Contents are informative and well organized
- -Search engine is fast and contains concise and relevant information
- -Service charge is low
- -All functions are user-friendly
- -Web-site contains a comprehensive set of business related services
- -Web-site offers an attractive membership program.
2DOBIZ.COM is a one-stop business support center. It effectively addresses the
problems that SMEs encounter in a manner that meets SMEs expectations for an
ideal website by creating a vertical community. Products and services are first
organized by geographic regions and then by industries so that the relevance of
information accessed by users can be enhanced. Information on countries, other
than the wide range of Asian and European countries covered, can be found under
the "International" category. And within each geographical region, a separate
segment is created for information that does not fit in to any specific
industries.
Commerce-One of 2DOBIZ.COM's most important assets is its corporate database.
What makes this database unique is the way information is integrated.
Information on each company is completely integrated regardless of where in the
site information is displayed. For instance, after viewing some Free Ads of a
company, users may click on the company name to connect to the Company
Information page where they can be linked to that company's product catalog.
Users can then go back to the Company Information page to jump to the company's
web-site and arrange for placing an order. In other words, all information on
each company is easily accessible throughout the web-site.
2DOBIZ.COM is superior to other web-sites in that it does not only provide
basic contact information on a company but also useful facts such as:
the type of business the company is in (i.e. manufacturing, distributing, etc.)
its primary region of operation
six digit SIC code industry classification
a list of products that the company is interested in buying and/or selling
the number of years the company has been in operations
the number of employees in the company
annual sales figure of the company
a general company description
The following is a list of specific services or functions that are available:
BUYER/SELLER SEARCH
With the buyer/seller search engine, 2dobiz.com acts as a "trading hub" which
links buyers and sellers from around the world. This powerful tool allows users
to perform searches by key word, country, type of business and industry. Search
results are categorized into three sections, namely Free Ads, Product Catalogs,
and Company Listings. Users can chose from the section that they are the most
interested in.
Business Auction-The Business Auction section provides on-line offering and
bidding services. Using one of the best commercial programs currently
available, Opensite Auction Merchant Edition version 4.0CD (also used by AOL),
Business Auction allows offerers to set a reserve price and minimum quantities
per bid. Furthermore, it allows the bidders to set a maximum price on their
bids. The Business Auction section provides an ideal channel for companies to
liquidate excess inventory.
BARGAIN BAZAAR
The fixed-price store section is a venue where companies can post their
products for sale on a continuous basis. This section is designed for companies
that adopt the high-volume-low-margin strategy. Prices offered by sellers of
the same item are displayed together with the lowest price listed on the top of
the list. Sellers can monitor the prices on the list and determine whether to
beat a competitor's price in order to gain the top-of-the-list position. This
system creates a win-win situation in which buyers can always get the best
deals available without the hassle of shopping around and sellers can benefit
from economies of scale with the purchasing power of the global market.
Free Advertisements-The Free Ads section at 2dobiz.com provides businesses
global exposure at absolutely no cost. At the time of registration, all new
members can place a 10-line advertisement plus a full-page product listing
along with a color photo on the online catalogue free of charge.
The Free Ads section will become a powerful tool as it develops into a
comprehensive database storing not only information on company contact and
profile, but also the products that each company is interested in buying or
selling. In addition, detailed information such as specifications, delivery,
terms, lead-time, and warranty for each product that a company chooses to list
on the online catalogue will all be stored in the database. The Free Ads
database has powerful sorting techniques, which allow users to sort ads in the
order of their specific interests.
The Free Ads section is a self-sufficient part of the site. It requires very
minimal maintenance as all information entry or updates are done by advertisers
directly via user-friendly forms. The forms will transform information into
well-designed on-line product catalogues.
While other websites cater their ad posting sections to sellers and search
listing sections to buyers, 2dobiz.com allows both buyers and sellers to post
advertisements. This strategy significantly improves the usefulness of the
section.
PRODUCT CATALOGS
The Product Catalogs section at 2dobiz.com is the ideal place for small to
medium size businesses that do not yet have Internet presence to display their
product brochures. It is a simple and cost effective way to gain global
exposure.
VENTURE CAPITALIST SEARCH
Venture Capitalist Search is the ideal place to search for sources of
financing. 2dobiz.com are developing a database of many of the most reputable
venture capitalists in North America, Asia and Europe. Detailed information on
each venture capitalist, including expertise of industry, interest of project
size, region of investment, and current portfolio holding can all be found.
Companies needs will be matched with the right venture capitalists by simply
entering the nature of the industry and project, the region, and the investment
size.
Furthermore, this section provides a bulletin board for various companies that
need financing to post details of their projects. This is an effective means of
publicly announcing the companies' initiatives and gaining attention from
venture capitalists worldwide.
Due to the significant potential benefits that it can bring to both members and
2dobiz.com, the Venture Capitalist Search is expected to be one of the most
valuable assets of 2DOBIZ.COM.
Content-2dobiz.com offers Trade Tools that are helpful in the day-to-day
operation of businesses that are entering into the area of international
commerce. These tools provide solutions to different needs such as banking,
financial arrangements, credit checking, freight forwarding and insurance.
Users can also find useful information on topics such as tariffs and duties or
trade statistics through links to government agencies, international trade
organizations, management consulting firms and trade publication sites.
2dobiz.com is considering establishing affiliation or partnership programs in
the areas of management consulting, international insurance and freight
forwarding.
In the web-site, members can access a comprehensive source of information from
companies such as Dun & Bradstreet and Brainwave. With links to databases of
over 17 million companies worldwide, 2dobiz.com is the connection to some of
the world's most powerful business information sources for:
> Private and public company profiles
> Corporate financial and credit information and reports
> Industry research reports on areas such as energy, environment, computer
science, engineering, biotechnology, biology, aerospace, and materials
science
> International patents, copyright and trademark inquiries
> Industry newsletters
Furthermore, 2dobiz.com has worldwide news links to over 250 international news
services, newspapers, magazines and journals. Users can gain access to a wide
variety of on-line dailies and weekly English and local language newspapers and
journals from around the world so that they can stay on top of the latest
business issues all the time.
2dobiz.com also provides links to world market stock quotes.
Community-2dobiz.com is the site that brings businesses together. Our goal is
to form industrial-specific and regional-specific communities. Within each
community are the most up-to-day information related to that particular
industry. Users can find 2dobiz editorial reviews & opinions that are prepared
in-house, daily news, as well as book and magazine offerings. Users can also
exchange their views and ideas on hot topics via our bulletin board or even get
into debates and discussions in live chat rooms.
The 2dobiz.com community also offers SMEs a powerful venue to gain efficiencies
in their businesses. Users can reply to product postings (buying or selling),
arrange a follow-up conference (through the site's telephony features) and
arrange for translation services - all without leaving the 2dobiz.com site.
Convenience-To make it truly a one-stop business support center, 2dobiz.com
offers a wide range of other business-related services. Users can find the
following services:
ON-LINE BANKING
On-line banking allows businesses to manage and transfer their funds via the
Internet.
WEB DESIGN
2dobiz.com provides multimedia support for companies that desire to
significantly enhance their image in the world of e-commerce. Our team of
professionals can provide assistance on graphics, sound, video, animation,
special photography, and illustrations.
Travel centre-2dobiz.com is planning to be a leading provider of international
travel options worldwide and is intending to achieve this by introducing multi-
language access. Travel Centre provides a comprehensive set of business and
leisure travel services: 24 hour automated reservation services for air
tickets, hotels, car rentals, and tours. Our affiliation with Apollo/Galileo
and Giants enables us to be responsive to businesses' travel needs reservation
services for meeting and conference venues search engine for finding worldwide
conventions and meeting locations information on local restaurant, theater,
sport activities, customs, currency conversion, weather, calendars, emergency
medical assistance, and much more.
Education-In today's business world, corporations are encouraging staff and
management to continuously broaden their language skills and business
knowledge. Therefore, 2dobiz.com provides interactive English as a Second
Language (ESL) and various other business courses via the Internet so that
students can learn in any days of the week and at any time of the day.
Finance Options and Applications-2dobiz.com provides valuable information on
different financing options available. 2dobiz.com's legal partner is also
available to provide professional advice and assistance on incorporation or
going public.
Investment-Through the 2dobiz.com's Investment Centre, users can have access to
the world's leading investment counselors, private bankers, and investment
research tools. 2dobiz.com's network of affiliated investment firms provide
users access to direct share / option / mutual fund trading, account positions,
professional money management services, financial planning services as well as
information on global exchanges.
Special Biz Services-To assist companies grow in the global marketplace,
2dobiz.com provides international consulting and job placement services as well
as popular business system software.
Freight forwarding-Through strategic partnership with global logistics
companies, 2dobiz.com provides freight forwarding services including real-time
quotations and shipment booking.
Smart Forms-2dobiz.com has a bank of various customs forms required by
countries from around the world. All duty and tax calculations are done
automatically once detailed information on shipment is inputted. To further
assist the users, 2dobiz.com also provides standard business forms and letters
such as RFQ's, RFI's, PO's, invoices, packing slips and more.
Other Trade Tools-Besides services mentioned above, users will also find at
2dobiz.com information such as world time, currency conversation, trade
statistics, global language translation as well as linkages to government
organizations, trade and business associations.
Executive Catalogue-The Executive Catalogue offers convenience for busy
executives. They can search for products and services, pay by debit, credit
card or wire transfer, and arrange for delivery - all with a click of the
mouse. They can choose from a wide variety of high-quality, unique items such
as electronic products, wine, flowers, chocolates, golf and other sports
equipment, special event tickets, books and magazines.
Things of Interest-Other than business-related products and services,
2dobiz.com also offers things that might be of interest to users at their
leisure time. Users can gain access to a variety of art, music, and museum
sites. 2dobiz.com also offers interactive computer games, health and medical
reports. Etc.
INDUSTRY OUTLOOK
The real growth in the Internet is projected to take place in the locally, is
now looking to expand sales to the U.S.
Exploring Mission - SMEs that perceive that their domestic markets to be
saturated and are therefore looking for opportunities in the international
market. This is the situation faced by coffee bean growers in Columbia, a
country known for its high quality coffee beans. In order to avoid the intense
competition in the domestic market, many coffee bean growers are exploring into
the possibilities of selling their products in the international market.
Emphasizing Mission - SMEs that manufacture products for export markets. For
example, many SMEs in China produce riding equipment for sale to countries such
as the U.S., Canada, U.K. and Austria as the use of riding equipment is not
common in China.
<TABLE>
Segment Profile Expansion Mission Exploring Mission Emphasizing Mission
<S> <C> <C> <C>
Percentage of Participants 60% 25% 15%
Business Attitude Aggressive to Conservative to Conservative
Adventurous Aggressive
Online Computer Skill Level High High Low to Medium
Information Seeking Level High High Medium
Internet Usage High High Low to Medium
Excess Capital Medium Low to Medium Low
Potential of Seeking VC High High High
Interest in Business News High High High
Subscription to Business
Magazines Yes Yes Yes
Out-source Advertising No No No
Attend Trade-show Yes Yes Yes
Membership with Business
Association Yes Yes No
Experience in Dealing with
Government Trade Ministries Yes Yes No
</TABLE>
Initially, 2dobiz.com is planning to focus on SMEs located in Asia and Europe
providing products and services related to the electronic commerce and
information, telecommunications, electronics, health and pharmaceuticals, food
and agriculture, industrial supplies and textile industries.
COMPETITION
At present, most business-to-business e-commerce sites are narrowly focused in
specific areas. As apparent from the table presented below, none of the sites
offers a package of products and services that is as comprehensive as the one
found in 2dobiz.com.
<TABLE>
Buyer/Seller Venture Product Industry
Site Auction Search Capitalist Catalog Reports
Other
<S> <C> <C> <C> <C> <C>
econgo.com x x
asiansource.com x x x x
vstore.com x x
e-worldtrade.com x x
verticalnet.com x x x x x
exporthotline.com x
digilead.com x
tradeout.com x x x
efrenzy.com x
tradeport.org x x x
activeassets.com x x
fairmarket.com x
b2b-auction.com x x x
auctionanything.com x x x
intermodalex.com x x x
vaconline.com x x
cfol.com x x x
universal business
solutions x x x
</TABLE>
The highlighted competitors are discussed in more detail below as they have
business models and/or offerings that most closely compete with 2dobiz.com.
asiansource.com
asiansource.com claims to be the world's leading provider of information on
products and suppliers and is a part of GLOBAL source. Information such as
company profile, contact name and address, product offerings and product
description are organized by industries. Industries covered include apparel,
chemical, telecommunications, electronics and more. Users can also perform
searches by product or company name.
2dobiz.com also allows for the search of company and product information by
industry. Additionally, 2dobiz.com also allows users to specify whether they
are interested in the information on a manufacturer, wholesaler, or retailer,
etc. Additional search criteria allow a more refined search and improves the
relevance of the search results.
verticalnet.com
verticalnet.com positions itself as a creator and operator of vertical trade
communities. It focuses on industries such as advanced technologies,
communication, food and packaging, and health care. This web-site features
search, communication and business auction functions. Its database contains
detailed company profiles and product catalogues. It allows individuals and
companies with similar professional interests from around the world to exchange
ideas and carry out e-commerce transactions.
Besides providing the commerce, content and community that verticalnet.com
offers, 2dobiz.com also provides convenience to users. 2dobiz.com is a one-stop
business support center which also offers assistance on credit checks,
insurance, freight forwarding, and more, all of which are services that
businesses would need when entering into e-commerce transactions.
tradeport.org
tradeport.org positions itself as a business support center. It offers a search
engine; information on buyers and trade leads, as well as other support
services (such as freight forwarding).
In comparison to tradeport.org's database of approximately 55,000 Nevada
companies, 2dobiz.com's database covering companies from around the world is
much more comprehensive. Unlike 2dobiz.com, which operates its proprietary
venture capitalist database, tradeport.org only offers links to other related
sites.
COMPETITIVE ADVANTAGE
2dobiz.com enjoys the first-mover advantage of being the first Internet site to
provide comprehensive business services on a global basis.
2dobiz.com possesses one of the world's largest databases containing powerful
information that can help businesses make decisions in an efficient and cost
effective manner.
2dobiz.com will outperform other business-to-business e-commerce sites that
narrowly focus on individual service areas by thoughtfully packaging a wide
variety of products and services that a SME needs to expand internationally.
The site's business solution packages, including search engines, financing,
credit check, insurance, freight forwarding services and much more exceed other
existing business-to-business e-commerce site offerings.
2dobiz.com also differentiate from competitors by creating a 2dobiz.com
community. Acting as a hub for businesses in different countries or industries,
we encourage our customers to interact with, learn from, and expose business
opportunities to each other via our bulletin boards and chat rooms. Therefore,
our customers will not only find the trade leads and useful information from
2dobiz.com but also learn from local business people as well as experts in
different industries and countries. 2dobiz.com is superior to other portal
sites in that its databases are focused on the supplier, manufacturer, and
distributor level of the value chain and companies within the database are
carefully categorized to allow for the most efficient search.
PROPERTY
The Company has 11 employees, 8 full-time and 3 part-time, of whom three
employees are employed in administrative and marketing functions and an
additional 8 employees work in the technology area. The Company believes it has
an excellent relationship with its employees. None of its employees are
represented by a collective bargaining agreement.
The Company is currently interviewing various candidates for the position of
Chief Financial Officer and Treasurer of the Company. The Company is also
pursuing the opening of a corporate presence within Southern California with an
office that would house the administrative and executive functions of the
business. The Company currently is in discussions with commercial property
owners in both San Diego and Los Angeles.
The Company currently leases approximately 2,000 square feet of office under
the terms of a three-year lease (the "Lease") with one three-year renewal
option. Under the terms of the Lease the Company pays $2,100 in monthly rent
and common area operating expenses.
The Company's Web site is http://www.2dobiz.com.
MANAGEMENT
MANAGEMENT
Name Age Title
- -------------------- --- --------------------------
David Roth, Ph.D. 60 Chairman of the Board,
Chief Executive Officer
Jay Joe 39 President, Chief Operating
Officer
Adam Ezer 28 Director
The persons identified above may be deemed a "promoter" of the Company, as that
term is defined in the rules and regulations promulgated under the Securities
and Exchange Act of 1933.
Mr. David F. Roth Ph.D., age 42 is the founder and CEO of 2dobiz.com. Dr. Roth
has a wide range of international and domestic experience in both academia and
in business. He has traveled extensively and has served as a private
consultant on trade matters through Internet International Trade. Dr. Roth has
a Bachelor of Arts degree in Business, a Master's Degree in International
Relations, and a Ph.D. in Political Science. He has completed postdoctoral
work at the University of California (Berkeley), and Ohio State University. He
has instructed at the university level for more than twenty years at the
University of California, University of Wisconsin, Ohio State, Purdue, and the
University of British Columbia. In addition, Dr. Roth founded English Bay
Sportswear, which exported its products around the world.
Mr. Jay H. Joe age 39 is responsible for the development and operation of the
International Trade Centre. He has over 7 years of international trade
experience in a broad range of industries, spanning from petrochemical to
various industrial product markets. Mr. Joe has most recently worked in the
intensely competitive polymer resin markets developing North American business
operations for some of the largest petrochemical companies in the world, such
as the Kumho Group and Daelim Corporation. In addition to his international
trade business experience, he has extensive Internet knowledge and has managed
the strategic planning, design and development of the current 2dobiz.com site.
Mr. Joe received his Bachelor of Arts degree in Science-Chemical Engineering
from the University of British Columbia.
Mr. Adam Ezer age 28 joined the Company as a Director recently. Mr. Ezer is a
Licensed Investment Associate with Nesbitt Burns Private Banking located in
Vancouver. Mr. Ezer has over 6 years experience in the investment banking
industry and financial trade industry. Mr. Ezer has worked extensively with the
Company in developing its Investment Centre and Financial Centre. Mr. Ezer
received his Bachelor of Arts degree in Economics from the University of
British Columbia.
RISK FACTORS ASSOCIATED WITH THE BUSINESS:
LACK OF SIGNIFICANT OPERATING HISTORY. The Company is a newly formed enterprise
and has only a limited operating history upon which investors may evaluate its
performance. The likelihood of the success of the Company must be considered in
light of the expenses, complications, and delays frequently encountered in
connection with the establishment and expansion of new businesses and the
competitive environment in which the Company will operate. There can be no
assurance that future revenues from sales of the Company's products and
services will occur or be significant enough or that the Company will be able
to sell its products and services at a profit. Future revenues and profits, if
any, will depend on various factors, including, but not limited to both initial
and continued market acceptance of the Company's products and services and the
successful implementation of its planned growth strategies. The Company's
ability to achieve and maintain profitability is dependent on the ability of
its services to generate sufficient operating cash flow to fund future growth.
There can be no assurance that the Company's results of operations will be
profitable or that its business strategy will be successful. (See "Business.")
MATTER OF REORGANIZATION WITH INTERLOCK SERVICES, INC. The Company seeks to
effect a merger and reorganization (the "Reorganization") whereby the Company
plans to enter into an Agreement and Plan of Reorganization (the 'Agreement")
with INTERLOCK SERVICES, INC, a Nevada corporation (the 'New Company"). Under
the terms of the Agreement and subject to the approval of the holders of the
Company's Common stock, each of the Company's outstanding shares of Common
Stock will be exchanged for one share of the New Company's Common Stock (par
value $0.001) (the "Shares"). As a result and subject to the approval of the
holders of the Company's Common stock the Company will become a subsidiary of
the New Company and the holders of the Company's Common Stock will exchange
their Shares for New Shares. And a total of 11,000,000 Shares of the New
Company will be issued and outstanding with 7,500,000 or 68.18% of the New
Company's Shares will be held by the holders of the Company's Common stock.
CONTROL BY MANAGEMENT. Upon consummation of the Reorganization with the New
Company and before an additional issuance of the New Company's Shares, the New
Company will have 11,000,000 Shares outstanding of which 4,412,000 Shares will
be held indirectly by the Company's and Chief Executive Officer, David Roth,
Phd who will assume similar responsibilities and serve as Chairman of the
Board of the New Company. As a result, Dr. Roth will own 40.1% of the New
Company's Shares and thereby effectively control the New Company.
POTENTIAL DILUTION. Upon consummation of the Reorganization, the Company,
through the New Company, anticipates that it will need to raise $500,000 in
capital on a private placement basis and should the Company succeed in those
efforts, the Company will need to raise a substantial amount of additional
capital. Since the New Company has not received any commitment with respect to
these funds, there can be assurance that the New Company will not incur
substantial and on-going dilution.
LACK OF INDEPENDENT EVALUATION OF BUSINESS STRATEGY & TERMS OF REORGANIZATION
The Company's current management has not received any independent third party
evaluation of the Company's business plan or any evaluation of terms of the
Company's reorganization (the "Reorganization") with INTERLOCK SERVICES, INC, a
Nevada (the "New Company"). While the Company believes that the Company's
business plan is sound and that the Reorganization with the New Company is an
effective and appropriate strategy, the Company has not received any
independent advice on these matters and there can be no assurance that the
Company's efforts will prove successful. (See "Business.")
LACK OF DIVIDENDS. The New Company has not paid any cash dividends on its
common stock and it does not anticipate paying any dividends on its common
stock at any time in the future. Any profits that the New Company may earn, if
any, will likely be reinvested into the New Company. (See "Business.")
LIMITED MARKET FOR COMMON STOCK. There can be no assurance that a meaningful
trading market for the Company's Common Stock will be established, or, if
established that it can be maintained for any significant period.
POSSIBLE RULE 144 STOCK SALES. Upon consummation of the Reorganization with the
New Company, the New Company is expected to have a substantial amount of shares
of the Company's outstanding Common Stock as "restricted securities" which may
be sold only in compliance with Rule 144 adopted under the Securities Act of
1933 or other applicable exemptions from registration. Rule 144 provides that a
person holding restricted securities for a period of two years may thereafter
sell in brokerage transactions, an amount not exceeding in any three month
period the greater of either (i) 1% of the Company's outstanding Common Stock,
or (ii) the average weekly trading volume during a period of four calendar
weeks immediately preceding any sale. Persons who are not affiliated with the
Company and who have held their restricted securities for at least three years
are not subject to the volume limitation. Possible or actual sales of the
Company's Common Stock by present shareholders under Rule 144 may have a
depressive effect on the price of the Company's Common Stock if any liquid
trading market develops.
RISKS OF LOW PRICED STOCKS. The New Company's Shares have traded in limited
quantities and there can be no assurance that any significant trading market
will ever develop. Consequently, a shareholder may find it more difficult to
dispose of, or to obtain accurate quotations as to the price of, the New
Company's securities. In the absence of a security being quoted on NASDAQ, or
the New Company having $2,000,000 in net tangible assets, trading in the New
Company's Shares is covered by Rule 3a5l-l promulgated under the Securities
Exchange Act of 1934 for non-NASDAQ and non-exchange listed securities.
Under such rules, broker/dealers who recommend such securities to persons other
than established customers and accredited investors (generally institutions
with assets in excess of $5,000,000 or individuals with net worth in excess of
$1,000,000 or an annual income exceeding $200,000 or $300,000 jointly with
their spouse) must make a special written suitability determination for the
purchaser and receive the purchaser's written agreement to a transaction prior
to sale.
Securities are also exempt from this rule if the market price is at least $5.00
per share, or for warrants, if the warrants have an exercise price of at least
$5.00 per Share. The Securities Enforcement and Penny Stock Reform Act of 1990
requires additional disclosure related to the market for penny stocks and for
trades in any stock defined as a penny stock.
The Commission has recently adopted regulations under such Act which define a
penny stock to be any NASDAQ or non-NASDAQ equity security that has a market
price or exercise price of less than $5.00 per share and allow for the
enforcement against violators of the proposed rules. In addition, unless
exempt, the rules require the delivery, prior to any transaction involving a
penny stock, of a disclosure schedule prepared by the Commission explaining
important concepts involving a penny stock market, the nature of such market,
terms used in such market, the broker/dealer's duties to the customer, a toll-
free telephone number for inquiries about the broker/dealer's disciplinary
history, and the customer's rights and remedies in case of fraud or abuse in
the sale.
Disclosure also must be made about commissions payable to both the
broker/dealer and the registered representative, current quotations for the
securities, and, if the broker/dealer is the sole market maker, the
broker/dealer must disclose this fact and its control over the market.
Monthly statements must be sent disclosing recent price information for the
penny stock held in the account and information on the limited market in penny
stocks. While many NASDAQ stocks are covered by the proposed definition of
penny stock, transactions in NASDAQ stock are exempt from all but the sole
market-maker provision for (i) issuers who have $2,000,000 in tangible assets
($5,000,000 if the issuer has not been in continuous operation for three
years), (ii) transactions in which the customer is an institutional accredited
investor and (iii) transactions that are not recommended by the broker/dealer.
In addition, transactions in a NASDAQ security directly with the NASDAQ market
maker for such securities, are subject only to the sole market-maker
disclosure, and the disclosure with regard to commissions to be paid to the
broker/dealer and the registered representatives.
Finally, all NASDAQ securities are exempt if NASDAQ raised its requirements for
continued listing so that any issuer with less than $2,000,000 in net tangible
assets or stockholder's equity would be subject to delisting. These criteria
are more stringent than the proposed increase in NASDAQ's maintenance
requirements. The Company's securities are subject to the above rules on penny
stocks and the market liquidity for the Company's securities could be severely
affected by limiting the ability of broker/dealers to sell the Company's
securities.
ABILITY TO IMPLEMENT AND MANAGE GROWTH STRATEGY. Although the Company expects
to experience significant growth in a relatively short period of time and
operations are expected to grow rapidly, the Company's revenues may not
continue to grow at the same rate. Implementation of the Company's growth
strategy may impose a significant strain on the New Company's management,
operating systems, and financial resources. Failure by the Company to manage
growth, or unexpected difficulties encountered during growth, could have a
material adverse impact on the New Company's results of operations or financial
condition. The New Company's ability to operate profitable service and product
lines will depend upon a number of factors, including: (i) generating
sufficient funds from existing operations or obtaining third-party financing or
additional capital to develop new product lines, (ii) the Company's executive
management team and its financial and accounting controls and (iii) staffing,
training and retaining skilled management personnel. Certain of these factors
are beyond the Company's control and may be affected by the economy or actions
taken by competing companies. Moreover, the number of potential products that
meet the Company's product focus and other criteria for developing new products
or services are believed to be limited. There can be no assurance that the
Company will be able to execute and manage its growth strategy effectively or
at all.
COMPETITIVE MARKET FOR PERSONNEL. The New Company's future success also depends
largely on its ability to attract, hire, train and retain highly qualified
personnel to provide the New Company's products and services. Competition for
such personnel is intense. There can be no assurance that the Company will be
successful in attracting and retaining the technical personnel it requires to
conduct and expand its operations successfully and to differentiate itself from
its competition. The New Company's results of operations and growth prospects
could be materially adversely affected if the Company were unable to attract,
hire, train and retain such qualified technical personnel.
FACTORS AFFECTING OPERATING RESULTS; POTENTIAL FLUCTUATIONS IN QUARTERLY
RESULTS. The Company's (including the New Company's) future quarterly operating
results may vary and reduced levels of earnings or losses could be experienced
in one or more quarters. Fluctuations in the Company's quarterly operating
results could result from a variety of factors, including changes in the levels
of revenues derived from significant projects changes in the mix of services,
the timing of new services by the Company or its competitors, new office
openings by the Company, changes in pricing policies by the Company or its
competitors, market acceptance of new and enhanced products offered by the
Company or its competitors, changes in operating expenses, availability of
qualified technical personnel, the effect of potential acquisitions and
industry and general economic factors. The Company has limited or no control
over many of these factors. The Company's expense levels are based, in part, on
its expectations as to future revenues. If revenue levels are below
expectations, operating results are likely to be adversely affected. (See
"Business.")
ACQUISITION RISK. As part of its growth strategy, the New Company intends to
evaluate the acquisition of complementary organizations in attractive
geographic or markets or with desirable client relationships. The success of
this strategy will depend not only upon the Company's ability to locate and
acquire such businesses on a cost-effective basis but also upon its ability to
integrate acquired operations into its organization effectively, to retain and
motivate key personnel and to retain customers of acquired businesses. Although
the New Company will periodically consider possible acquisitions, no specific
acquisitions are currently being negotiated or planned. In addition, although
the New Company will conduct due diligence reviews of potential acquisition
candidates, there can be no assurance that the New Company can identify all
material liabilities or risks related to potential acquisition candidates.
There can be no assurance that the New Company will be able to acquire any
businesses, retain the technical and other key personnel of an acquired
business or integrate any acquired business successfully, that financing for
any acquisition, if necessary, will be available on acceptable terms, if at
all, or that the New Company will be able to accomplish its strategic
objectives in connection with any acquisition.
RISKS ASSOCIATED WITH RAPID TECHNOLOGICAL CHANGE. The market for the New
Company's is characterized by rapidly changing technology and frequent new
product introductions. The development and commercialization of new
technologies and the introduction of new products can render existing products
and technologies obsolete or unmarketable. The New Company's success will
depend on its ability to attract and retain highly capable technical personnel,
to enhance existing products and to package newly developed and introduced
service offerings of its own with products from vendors, on a timely and cost-
effective basis, that keep pace with technological developments and address
increasingly sophisticated client requirements. There can be no assurance that
the New Company will be successful in identifying and marketing service
enhancements or supporting new products and services introduced by vendors that
respond to technological change. In addition, the New Company may experience
contractual or technical difficulties that could delay or prevent its
successfully deploying newly developed and introduced products.
Although the New Company intends to arrange suitable backup plans, there can be
no assurance that the occurrence of any of these events would not have a
material adverse effect on the Company's business and the results of its
operations.
DEPENDENCE ON INDUSTRY ALLIANCES AND RELATIONSHIPS. The Company's success (and
that of the New Company's if the Reorganization is approved) depends in part
upon its alliances and relationships with leading vendors. Any adverse change
in these relationships could have a materially adverse effect on the Company's
results of operations and financial condition while it seeks to establish
alternative relationships. Also, the Company will likely need to establish
additional alliances and relationships in order to keep pace with evolutions in
technology and enhance its service offerings, and there can be no assurance
such additional alliances will be established.
LIMITED PROTECTION OF INTELLECTUAL PROPERTY RIGHTS; RISKS OF INFRINGEMENT. The
Company relies primarily on a combination of trade secrets, confidentiality
procedures and contractual provisions to protect its intellectual property
rights, which afford only limited protection. Despite the Company's efforts to
protect its proprietary rights, unauthorized parties may attempt to obtain and
use information that the Company regards as proprietary, and there can be no
assurance that the Company's means of protecting its proprietary rights will be
adequate.
NEED FOR ADDITIONAL CAPITAL & LACK OF UNDERWRITER. Even if all of the holders
of the Company's Common stock were to affirm their prior investment, the
Company anticipates it will need to raise additional external capital from the
sale of its (or the New Company's) securities for its planned operations
through the first one hundred and eighty days. To the extent that the proceeds
from this offering and cash flow from operations are insufficient to fund the
Company's activities, the Company will be required to raise additional funds
through equity or debt financing. No assurance can be given that such financing
will be available on terms acceptable to the Company, if at all and, if
available, such financing may result in further dilution to the Company's
membership interest holders and in higher interest expense. Insufficient funds
may require the Company to scale back its growth plans or eliminate some or all
of its plans for growth in secondary markets. (See "Financial Plan.")
LIMITED EVALUATION OF THE NEW COMPANY. While the Company believes that the
Reorganization with the New Company will assist the Company in achieving its
objectives, the Company has undertaken only a limited due diligence
investigation into the affairs of the New Company. In the event that the
Company later discovers that the New Company has committed any violations of
state or federal securities laws or has otherwise incurred any contingent or
accrued liabilities to one or more third parties, the holders of the Company's
Common stock would likely incur substantial losses.
MATTER OF INSURANCE COVERAGE. The Company has not carried, on a continuous
basis, workers' compensation insurance and general liability insurance. In the
event that any one or more employees of the Company were to incur injuries
while employed by the Company or if a customer, vendor, or other person were to
incur injuries on the Company's facilities, the Company would be exposed to
substantial costs and expenses that likely would result in immense losses to
the Company.
ISSUANCE OF FUTURE SHARES MAY DILUTE INVESTORS SHARE VALUE. The Certificate of
Incorporation of the Company authorizes the issuance of a maximum of
100,000,000 shares of common stock and 20,000,000 shares of preferred stock.
The future issuance of all or part of the remaining authorized common stock of
the Company may result in substantial dilution in the percentage of the
Company's common stock held by the Company's then existing shareholders.
Moreover, any common stock issued in the future may be valued on an arbitrary
basis by the Company. The issuance of the Company's shares for future services
or acquisitions or other corporate actions may have the effect of diluting the
value of the shares held by investors, and might have an adverse effect on any
trading market, should a trading market develop for the Company's common stock.
POTENTIAL ADVERSE EFFECTS OF AUTHORIZATION OF PREFERRED STOCK. The Company may,
without further action or vote by shareholders of the Company, designate and
issue additional shares of preferred stock. The terms of any series of
preferred stock, which may include priority claims to assets and dividends and
special voting rights, could adversely affect the rights of holders of the
common stock and thereby reduce the value of the common stock. The designation
and issuance of preferred stock favorable to current management or shareholders
could make the possible takeover of the Company or the removal of management of
the Company more difficult and discourage hostile bids for control of the
Company which bids might have provided shareholders with premiums for their
shares.
LIMITED TRADING MARKET FOR THE COMPANY'S SECURITIES. There is currently a
limited public trading market for the securities of the Company. No assurance
can be given that an active trading market in the Company's securities will
develop or, if developed, that it will be sustained. The Company has applied
for admission to quotation of its securities on the NASD OTC Bulletin Board
and, it intends to apply for admission to quotation on the NASDAQ SmallCap
Market. There can be no assurance that a regular trading market for the common
stock will develop or that, if developed, it will be sustained. Various
factors, such as the Company's operating results, changes in laws, rules or
regulations, general market fluctuations, changes in financial estimates by
securities analysts and other factors may have a significant impact on the
market price of the Company's securities. The market price for the securities
of public companies often experience wide fluctuations which are not
necessarily related to the operating performance of such public companies such
as high interest rates or impact of overseas markets.
PENNY STOCK REGULATION. Upon commencement of trading in the Company's stock may
be deemed a penny stock. Penny stocks generally are equity securities with a
price of less than $5.00 per share other than securities registered on certain
national securities exchanges or quoted on the NASDAQ Stock Market, provided
that current price and volume information with respect to transactions in such
securities is provided by the exchange or system. The Company's securities may
be subject to "penny stock rules" that impose additional sales practice
requirements on broker-dealers who sell such securities to persons other than
established customers and accredited investors (generally those with assets in
excess of $1,000,000 or annual income exceeding $200,000 or $300,000 together
with their spouse). For transactions covered by these rules, the broker-dealer
must make a special suitability determination for the purchase of such
securities and have received the purchaser's written consent to the transaction
prior to the purchase. Additionally, for any transaction involving a penny
stock, unless exempt, the "penny stock rules" require the delivery, prior to
the transaction, of a disclosure schedule prescribed by the Commission relating
to the penny stock market. The broker-dealer also must disclose the commissions
payable to both the broker-dealer and the registered representative and current
quotations for the securities. Finally, monthly statements must be sent
disclosing recent price information on the limited market in penny stocks.
Consequently, the "penny stock rules" may restrict the ability of broker-
dealers to sell the Company's securities. The foregoing required penny stock
restrictions will not apply to the Company's securities if such securities
maintain a market price of $5.00 or greater. There can be no assurance that the
price of the Company's securities will reach or maintain such a level.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
None
ITEM 6. RESIGNATIONS OF DIRECTORS AND EXECUTIVE OFFICERS
Pursuant to the Agreement, the director and officer of the Registrant resigned
and the officers and directors of Internet International Communications Ltd.,
inc. were designated to serve in their same capacities for the Registrant until
the next annual meeting of stockholders and until their respective successors
are elected and qualified or until their prior resignation or termination.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired.
It is impracticable to provide the required financial statements for the
acquired business referred to in Item 2 above. The registrant intends to file
such financial statements as soon as practicable but not later than 60 days
after the report on Form 8-K must be filed with respect to such acquisition.
(b) Pro forma Financial Information.
It is not practicable to provide the pro forma financial information required
to be filed as a result of the transactions referred to in Item 2 above. The
registrant intends to file such financial statements as soon as practicable but
not later than 60 days after the report on Form 8-K must be filed with respect
to such transactions.
(c) Exhibits.
There is attached hereto the following exhibits:
Exhibit
No. Description
- ----- ----------------------------------------------------------------------
2.1 Agreement and Plan of Reorganization among INTERLOCK SERVICES INC.,
INTERNET INTERNATIONAL COMMUNICATIONS, LTD, and all of the shareholders
99.1 Press Release issued by INTERLOCK SERVICES INC. on January 25, 2000,
Globalock Corporation - dba American Inflatables crosses into the new
Millennium.
99.2 Press Release issued by INTERLOCK SERVICES INC on January 25, 2000,
Interlock Services, Inc. Announces Merger with Internet International
Communications, Ltd. (dba 2dobiz.com) an Emerging Business to Business
Commerce Solution
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
2DOBIX.COM, INC.
By /s/ Dr. David Roth
President, Chief Executive Officer
Date: January 31, 2000
EXHIBIT INDEX
AGREEMENT AND PLAN OF REORGANIZATION
AGREEMENT AND PLAN OF REORGANIZATION ("AGREEMENT") between INTERLOCK SERVICES,
INC., a Nevada corporation ("Acquisition"), and INTERNET INTERNATIONAL
COMMUNICATION, LTD., a Nevada corporation ("Client") and the persons listed in
exhibit A hereof (collectively the "Shareholders"), being the owners of record
of all the issued and outstanding stock of Client.
Whereas, Acquisition wishes to acquire and the Shareholders agree to transfer
all of the issued and outstanding securities of the Client in a transaction
intended to qualify as a reorganization within the meaning of section
368(a)(1)(B) of the internal Revenue code of 1986, as amended.
Now, therefore, Acquisition, Client, and Shareholders adopt this plan of
reorganization and agree as follow:
1. Exchange of Stock
1.1 Number of Shares. The shareholders agree to transfer to Acquisition at
the Closing (defined below) the number of shares of common stock of Client,
$0.001 par value per share, shown opposite their name in exhibit A, in exchange
for an aggregate of 7.5 million shares of voting common of Acquisition, $0.001
par value per share, at an exchange ratio of 1.058 shares of Acquisition common
stock for each share of Client common stock.
1.2 Exchange of Certificates. Each holder of an outstanding certificate or
certificates theretofore representing shares of Client common stock shall
surrender such certificates) for the number of full shares of Acquisition
common stock into which the shares of Client common stock represented by the
certificate or certificates so surrendered shall have been converted. The
transfer of Client shares by the Shareholders shall be effected by the delivery
to Acquisition at the Closing of certificates representing the transferred
shares endorsed in blank or accompanied by stock powers executed in blank.
1.3 Fractional Shares. Fractional shares of Acquisition common stock shall
not be issued, but in lieu thereof Acquisition shall round up fractional shares
to the next highest whole number.
1.4 Further Assurances. At the Closing and from time to time thereafter,
the Shareholders shall execute such additional instruments and take such other
action as Acquisition may request in order more effectively to sell, transfer,
and assign the transferred stock to Acquisition and to confirm Acquisition's
title thereto.
1.5 Securities Outstanding After Closing. Immediately following the
Closing, there will be issued and outstanding in Acquisition 11 million common
shares.
2. Exchange of Other Securities
2.1 Securities Exchanged. All outstanding warrants, options, stock rights
and all other securities of Client owned by the Shareholders shall. be
exchanged and adjusted, subject to the terms contained in such warrants,
options, stock rights or other securities, for similar securities of
Acquisition.
2.2 Ratio of Exchange. The securities of Client owned by the Shareholders,
and the relative securities of Acquisition for which they will be exchanged,
are set out opposite their names in Exhibit A.
3. Closing
The closing contemplated herein shall be held on Jan. 15, 2000 at Irvine,
Calif. unless another place or time is agreed upon in writing by the parties
without requiring the meeting of the parties hereof. All proceedings to be
taken and all documents to be executed at the Closing shall be deemed to have
been taken, delivered and executed simultaneously, and no proceedings shall be
deemed taken nor documents deemed executed or delivered until all have been
taken delivered and executed. The date of Closing may be accelerated or
extended by agreement of the parties.
Any copy, facsimile, telecommunication or other reliable reproduction of the
writing or transmission required by this Agreement or any signature required
thereon may be used in lieu of an original writing or transmission or signature
for any and all purposes for which the original could be used, provided that
such copy, facsimile telecommunication or other reproduction shall be a
complete reproduction of the entire original writing or transmission or
original signature.
4. Unexchanged Certificates. Until surrendered, each outstanding
certificates that prior to the Closing represented Client common stock shall be
deemed for all purposes, other than the payment of dividends or other
distributions, to evidence ownership of the number of shares of Acquisition
common stock into which it was converted. No dividend or other distribution
shall be paid to the holders of certificates of Client common stock until
presented for exchange at which time any outstanding dividends or other
distributions shall be paid.
5. Representations and Warrants of Client
Client represents and warrants as follows:
5.1 Corporate Status. Client is a corporation duly organized, validly
existing, and in good standing under the laws of the State of Nevada and is
licensed or qualified as a foreign corporation in all states in which the
nature of its business or the character or ownership of its properties makes
such licensing or qualification necessary.
5.2 Capitalization. The authorized capital stock of Client consists of 200
million shares of common stock, $0.001 par value per share, of which 7,086,903
shares are issued and outstanding, all fully paid and nonassessable. There are
no shares of preferred stock issued or authorized.
5.3 Subsidiaries. Client has no Subsidiaries.
5.4 Financial Statements. The audited financial statements of Client of
May 1, 1998
April 30,1999 and May 1, 1999 - Oct. 31,1999 or such other period as acceptable
to Acquisition ("Client's Financial Statements") furnished to Acquisition are
correct and fairly present the financial condition of Client as of the dates
and for the periods involved, and such statements were prepared in accordance
with generally accepted accounting principles consistently applied.
5.5 Undisclosed Liabilities. Client had no liabilities of any nature
except to the extent reflected or reserved against in Client's Financial
Statements, whether accrued, absolute, contingent, or otherwise, including,
without limitation, tax liabilities and interest due or to become due, and
Client's accounts receivable, if any, are collectible in accordance with the
terms of such accounts, except to the extent of the reserve therefor in
Client's Financial Statements.
5.6 Absence of Material Changes. Between the date of Client's Financial
Statements and the date of this Agreement, there have not been, except as set
forth in a list certified by the president of Client and delivered to
Acquisition, (1) any changes in Client's financial condition, assets,
liabilities, or business which, in the aggregate, have been materially adverse;
(2) any damage, destruction, or loss of or to Client's property, whether or not
covered by insurance; (3) any declaration or payment of any dividend or other
distribution in respect of Client's capital stock, or any direct or indirect
redemption, purchase, or other acquisition of any such stock; or (4) any
increase paid or agreed to in the compensation, retirement benefits, or other
commitments to employees.
5.7 Litigation. There is no litigation or proceeding pending, or to
Client's knowledge threatened, against or relating to Client, its properties or
business, except as set forth in a list certified by the president of Client
and delivered to Acquisition.
5.8 Contracts. Client is not a party to any material contract other than
those listed as attachment hereto.
5.9 No Violation. Execution of this agreement and performance by Client
hereunder has been duly authorized by all requisite corporate action on the
part of Client, and this Agreement constitutes a valid and binding obligation
of Client, performance hereunder will not violate any provision of any charter,
bylaw, indenture, mortgage, lease, or agreement, or any order, judgment,
decree, law, or regulation to which any property of Client is subject or by
which Client is bound.
5.10 Taxes. Client has filed in correct form all federal, state, and other
tax returns of every nature required to be filed by it and has paid all taxes
as shown on such returns and all assessments, fees and charges received by it
to the extent that such taxes, assessments, fees and charges have become due.
Client has also paid all taxes which do not require the filing of returns and
which are required to be paid by it. To the extent that tax liabilities have
accrued, by have not become payable, they have been adequately reflected as
liabilities on the books of Client and are reflected in the financial
statements furnished hereto.
5.11 Title to Property. Client has good and marketable title to all
properties and assets, real and personal, reflected in Client's Financial
Statements, except as since sold or otherwise disposed of in the ordinary
course of business, and Client's properties and assets are subject to no
mortgage, pledge, lien, or encumbrance, except for liens shown therein, with
respect to which no default exists.
5.12 Corporate Authority. Client has full corporate power and authority to
enter into this Agreement and to carry out its obligations hereunder, IIC will
deliver at the Closing a certified copy of resolutions of its board of
directors authorizing execution of this Agreement by its officers and
performance thereunder.
5.13 Access to Records, From the date of this Agreement to the Closing,
Client will
(1) give to Acquisition and its representatives full access during normal
business hours to all of its offices, books, records, contracts, and other
corporate documents and properties so that Acquisition may inspect and audit
them and (2) furnish such information concerning Client's properties and
affairs as Acquisition may reasonably request.
5.14 Confidentiality. Until the Closing (and permanently if there is no
Closing),
Client and the Shareholders will keep confidential any information, which they
obtain from Acquisition concerning its properties, assets, and business. If
the transactions contemplated by this Agreement are not consummated, Client and
the Shareholders will return Acquisition all written matter with respect to
Acquisition obtained by them in connection with the negotiation or consummation
of this Agreement.
6. Representations and Warranties of the Shareholders
The Shareholders, individually and separately, represent and warrant as
follows:
6.1 Title of Shares. The Shareholders, and each of them, are the owners,
free and clear of any liens and encumbrances, of the number of Client shares
which are listed in the attached schedule and which they have contracted to
exchange.
6.2 Litigation. There is no litigation or proceedings pending, or to each
Shareholder's knowledge threatened, against or relating shares of Client held
by the Shareholders.
7. Representations and Warranties of Acquisition
The Acquisition represents and warrants as follows;
7.1 Corporate Status. Acquisition is a corporation duly organized, validly
existing, and in good standing under the laws of the State of Nevada and is
licensed or qualified as a foreign corporation in all states in which the
nature of its business or the character or ownership of its properties makes
such licensing or qualification necessary.
7.2 Capitalization. The authorized capital stock of Acquisition consists
of 100 million shares of common stock, $0.001 par value per share, of which 3.5
million shares are issued and outstanding, all fully paid and nonassessable and
no shares of non-designated preferred stock. There are no shares of preferred
stock issued or authorized, warrants or options.
7.3 Subsidiaries. Acquisition has no subsidiaries.
7.4 Public Company. Acquisition filed with the Securities and Exchange
Commission pursuant to the Securities Exchange Act of 1934, a registration
statement on November 8, 1999 registering its common stock. See attached
Schedule B.
7.5 Public Filings. Acquisition has timely filed all reports required to
be filed by it under Section 13 of the Securities Exchange Act of 1934.
7.6 Financial Statement. The audited financial statements of Acquisition
of Oct. 1,1998 and Sept. 30, 1999 or such other period as acceptable Client
("Acquisition's Financial Statements") furnished to Client are correct and
fairly present the financial condition of Acquisition as of the dates and for
the periods involved, and such statements were prepared in accordance with
generally accepted accounting principles consistently applied.
7.7 Undisclosed Liabilities. Acquisition had no liabilities of any nature
except to the extent reflected or reserved against in Acquisition's Financial
Statements, whether accrued, absolute, contingent, or otherwise, including,
without limitation, tax liabilities and interest due or to become due, and
Acquisition's accounts receivable, if any, are collectible in accordance with
the terms of such accounts, except to the extent of the reserve therefor in
Acquisition's Financial Statements.
7.8 Absence of Material Changes. Between the date of Acquisition's
Financial Statements and the date of this Agreement, there have not been,
except as set forth in a list certified by the president of Acquisition and
delivered to Client, (1) any changes in Acquisition's financial condition,
assets, liabilities, or business which, in the aggregate, have been materially
adverse; (2) any damage, destruction, or loss of or to Acquisition's property,
whether or not covered by insurance; (3) any declaration or payment of any
dividend or other distribution in respect of Acquisition's capital stock, or
any direct or indirect redemption, purchase, or other Acquisition of any such
stock; or (4) any increase paid or agreed to in the compensation, retirement
benefits, or other commitments to employees.
7.9 Litigation. There is no litigation or proceeding pending, or to the
Company's knowledge threatened, against or relating to Acquisition, its
properties or business, except as set forth in a list certified by the
president of Acquisition and delivered to Client, knowledge threatened, against
or relating to Acquisition, its properties or business, except as set forth in
a list certified by the president of Acquisition and delivered to Client.
7.10 Contracts. Acquisition is not a party to any material contract other
than those listed as an attachment hereto.
7.11 No Violation. Execution of this Agreement and performance by
Acquisition hereunder has been duly authorized by all requisite corporate
action on the part of Acquisition, and this Agreement constitutes a valid and
binding obligation of Acquisition, performance hereunder will not violate any
provision of any charter, bylaw, indenture, mortgage, lease, or agreement, or
any order, judgment, decree, law, or regulation to which any property of
Acquisition is Subject or by which Acquisition is bound.
7.12 Taxes. Acquisition has filed in correct form all federal, state, and
other tax returns of very nature required to be filed by it and has paid all
taxes as shown on such returns and all assessments, fees and charges received
by it to the extent that such taxes, assessments, fees and charges have become
due. Acquisition has also paid all taxes which do not require the filing of
returns and which are required to be paid by it. To the extent that tax
liabilities have accrued, but have not become payable, they have been
adequately reflected as liabilities on the books of Acquisition and are
reflected in the financial statements furnished hereto.
7.13 Title to Property. Acquisition has good and marketable title to all
properties and assets, real and personal, reflected in Acquisition's Financial
Statements, except as since sold or otherwise disposed of in the ordinary
course of business, and Acquisition's properties and assets are Subject to no
mortgage, pledge, lien, or encumbrance, except for liens shown therein, with
respect to which no default exists.
7.14 Corporate Authority. Acquisition has full corporate power and
authority to enter into this Agreement and to carry out its obligations
hereunder, and will deliver at the Closing a certified copy of resolutions of
its board of directors authorizing execution of this Agreement by its officers
and performance thereunder.
7.15 Confidentiality. Until the Closing (and permanently if there is no
Closing), Acquisition and its representatives will keep confidential any
information, which they obtain from Client concerning its properties, assets,
and business. If the transactions contemplated by this Agreement are not
consummated, Acquisition will return to Client all written matter with respect
to Client obtain by it in connection with the negotiation or consummation of
this Agreement.
7.16 Investment Intent. Acquisition is acquiring the Client shares to be
transferred to it under this Agreement for investment and not with a view to
the sale or distribution thereof, and Acquisition has no commitment or present
intention to liquidate Client or to sell or otherwise dispose of its stock.
8. Conduct Pending the Closing
Acquisition, Client and the Shareholders covenant that between the date of this
Agreement and the Closing as to each of them:
8.1 No change will be made in the charter documents, by-laws or other
corporate documents of Acquisition or Client.
8.2 This Agreement will be submitted for shareholder approval with a
favorable recommendation by the Board of -Directors of each of Client and
Acquisition and the Board of Directors of each will use its best efforts to
obtain the requisite shareholder approval.
8.3 Client and Acquisition will use their best efforts to maintain and
preserve its business organization, employee relationships, and goodwill
intact, and will not enter into any material commitment except in the ordinary
course of business.
8.4 None of the Shareholders will sell, transfer, assign, hypothecate lien,
or otherwise dispose or encumber the Client shares of common stock owned by
them.
9. Conditions Precedent to Obligation of Client and the Shareholders
Client's and the Shareholder's obligation to consummate this exchange shall be
Subject to fulfillment on or before the Closing of each of the following
conditions, unless waived in writing by Client or the Shareholders as
appropriate:
9.l Acquisition's Representations and Warranties. The representations and
warranties of Acquisition set forth herein shall be true and correct at the
Closing as though made at and as of that date, except as affected by
transactions contemplated hereby.
9.2 Acquisition's Covenants. Acquisition shall have performed all
covenants required by this Agreement to be performed by it on or before the
Closing.
9.3 Board of Director Approval. This Agreement shall have been approved by
the Board of Directors of Acquisition.
9.4 Supporting Documents of Acquisition. Acquisition shall have delivered
to Client and the Shareholders supporting documents in. form and substance
reasonably satisfactory to Client and the Shareholders, to the effect that:
(a) Acquisition is a corporation duly organized, validly existing, and in
good standing,
(b) Acquisition's authorized capital stock is as set forth herein;
(c) Certified copies of the resolutions of the Board of Directors of
Acquisition authorizing the execution of this Agreement and the consummation
hereof;
(d) Secretary's certificate of incumbency of the officers and directors of
Acquisition;
(e) Acquisition's Financial Statement and unaudited financial statement for
the period from the date of the audited financial statements to the close of
most recent fiscal quarter; and
(f) Any document as may be specified herein or required to satisfy the
conditions, representations and warranties enumerated elsewhere herein.
10. Conditions Precedent to Obligation of Acquisition
Acquisition's obligation to consummate this merger shall be Subject to
fulfillment on or before the Closing of each of the following conditions,
unless waived in writing by Acquisition:
10.1 Client's and the Shareholder's Representations and Warranties. The
representations and warranties of Client and the Shareholders set forth herein
shall be true and correct at the Closing as though made at and as of that date
except as affected by transactions contemplated hereby.
10.2 Client's and the Shareholder's Covenants. Client and the Shareholders
shall have performed all covenants required by this Agreement to be performed
by them on or before the Closing.
10.3 Board of Director Approval. This Agreement shall have been approved by
the Board of Directors of Client.
10.4 Shareholder Execution. This Agreement shall have been executed by the
required number of shareholders of Client.
10.5 Supporting Documents of Client. Client shall have delivered to
Acquisition supporting documents in form and substance reasonably satisfactory
to Acquisition to the effect that:
(a) Client is a corporation duly organized, validly existing and in good
standing;
(b) Client's capital stock is as set forth herein;
(c) Certified copies of the resolutions of the board of directors of Client
authorizing the execution of this Agreement and the consummation hereof;
(d) Secretary's certificate of incumbency of the officers and directors of
Client;
(e) Client's Financial Statements and unaudited financial statements for
the period from the date of the audited financial statements to the close of
the most recent fiscal quarter; and
(f) Any document as maybe specified herein or required satisfying the
conditions, representations and warranties enumerated elsewhere herein.
11. Indemnification
11.1 Indemnification of Acquisition. Client and the Shareholders severally
(and not jointly) agree to indemnify Acquisition against any loss, damage, or
expense (including reasonable attorney fees) suffered [by Acquisition from (1)
any breach by Client or the Shareholders of this Agreement or (2) any
inaccuracy in or breach of any of the representations, warranties, or covenants
by Client or the Shareholders herein; provided, however, that (a) Acquisition
shall be entitled to assert rights of indemnification hereunder only if and to
the extent that it suffers losses, damages, and expenses (including reasonable
attorney fees) exceeding $50,000 in the aggregate and (b) Acquisition shall
give notice of any claims hereunder within 24 months beginning on the date of
Closing. No loss, damage, or expense shall be deemed to have been sustained by
Acquisition to the extent of insurance proceeds paid to, or tax benefits
realizable by, Acquisition as a result of the event giving rise to such right
to indemnification.
11.2 Proportionate Liability. The liability of each Shareholder under this
section shall be in the proportion that the total number of Acquisition shares
to be received by him bears to the total number of Acquisition shares to be
received by all the Shareholders and shall in no event exceed 25% of the value
of the Acquisition shares received by such shareholder. With respect to
Shareholders that are estates, trusts, or custodianships, the executor,
trustee, or custodian is a party to this Agreement only in its fiduciary
capacity and liability hereunder shall be limited to the fiduciary assets and
shall not extend to the assets of the executor, trustee, or custodian.
11.3 Indemnification of Client and the Shareholders. Acquisition agrees to
indemnify Client and the Shareholders against any loss, damage, or expense
(including reasonable attorney fees) suffered by Client or by any of the
Shareholders from (1) any breach by Acquisition of this Agreement or (2) any
inaccuracy in or breach of any of Acquisition's representations, warranties, or
covenants herein.
11.4 Defense of Claims. Upon obtaining knowledge thereof, the indemnified
party shall promptly notify the indemnifying party of any claim, which has
given or could give rise to a right of indemnification under this Agreement.
If the right of indemnification relates to a claim asserted by a third party
against the indemnified party, the indemnifying party shall have the right to
employ counsel acceptable to the indemnified party to cooperate in the defense
of any such claim. As long as the indemnifying party is defending any such
claim in good faith, the indemnified party will not settle such claim. If the
indemnifying party does not elect to defend any such claim, the indemnified
party shall have no obligation to do so.
12. Termination. This Agreement may be terminated (1) by mutual consent in
writing; (2) by either Client, the Shareholders or Acquisition if there has
been a material misrepresentation or material breach of any warranty or
covenant by any other party; or (3) by either Client, the Shareholders or
Acquisition if the Closing shall not have taken place, unless adjourned to a
later date by mutual consent in writing.
13. Shareholders' Representative. The Shareholders hereby irrevocably
designate and appoint David Roth as their agent and attorney in fact
("Shareholders' representative") with full power and authority until the
Closing to execute, deliver and receive on their behalf all notices, requests,
and other communications hereunder: to fix and alter on their behalf the date,
time, and place of Closing: to waive, amend, or modify any provisions of this
Agreement, and to take such other action on their behalf in connection with
this Agreement, the Closing, and the transactions contemplated hereby as such
agent or agents deem appropriate; provided, however, that no such waiver,
amendment, or modification maybe made if it would decrease the number of shares
to be issued to the Shareholders hereunder or increase the extent of their
obligation to indemnify Acquisition hereunder.
14. Survival of Representations and Warranties. The representations and
warranties of the Client, the Shareholders and Acquisition set out herein shall
survive the Closing.
15. Arbitration
Scope. The parties hereby agree that any and all claims (except only for
requests for injunctive or other equitable relief) whether existing now, in the
past or in the future as to which the parties or any affiliates may be adverse
parties, and whether arising out of this Agreement or from any other cause,
will be resolved by arbitration before the American Arbitration Association.
Situs. The situs of arbitration shall be chosen by the party against whom
arbitration is sought, provided only that arbitration shall be held at a place
in the reasonable vicinity of such party's place of business or primary
residence and shall be within the United States. The situs of counterclaims
will be the same as the situs of the original arbitration. Any disputes
concerning situs will be decided by the American Arbitration Association.
Applicable Law. The law applicable to the arbitration and this agreement shall
be that of the State of Nevada, determined without regard to its provisions
which would otherwise apply to a question of conflict of laws. Any dispute as
to the applicable law shall be decided by the arbitrator.
Disclosure and Discovery. The arbitrator may, in its discretion, allow the
parties to make reasonable disclosure and discovery in regard to any matters,
which are the Subject of the arbitration, and to compel compliance with such
disclosure and discovery order. The arbitrator may order the parties to comply
with all or any of the disclosure and discovery provisions of the Federal Rules
of Civil Procedure, as they then exist, as may be modified by the arbitrator
consistent with the desire to simplify the conduct and minimize the expense of
the arbitration.
Finality and Fees. Any award or decision by the American Arbitration
Association shall be final, binding and non-appealable except as to errors of
law. Each party to the arbitration shall pay its own costs and counsel fees.
Measure of Damages. In any adverse action, the parties shall restrict
themselves to claims for compensatory damages and no claims shall be made by
any party or affiliate for lost profits, punitive or multiple damages.
Covenant Not to Sue. The parties covenant that under no conditions will any
party or any affiliate file action against the other (except only requests for
injunctive or other equitable relief) in any forum other than before the
American Arbitration Association, and the parties agree that any such action,
if filed, shall be dismissed upon application and shall be referred for
arbitration hereunder with costs and attorney's fees to the prevailing party.
Intention. It is the intention of the parties and their affiliates that all
disputes of any nature between them, whenever arising, from whatever cause,
based on whatever law, rule or regulation, whether statutory or common law, and
however characterized, be decided by arbitration as provided herein and that no
party or affiliate be required to litigate in any other forum any disputes or
other matters except for requests for injunctive or equitable relief This
agreement shall be interpreted in conformance with this stated intent of the
parties and their affiliates.
16. General Provisions
16.1 Further Assurances. From time to time, each party will execute such
additional instruments and take such actions as may be reasonably required to
carry out the intent and purposes of this Agreement.
16.2 Waiver. Any failure on the part of either party hereto to comply with
any of its obligations, agreements, or conditions hereunder may be waived in
writing by the party to whom such compliance is owed.
16.3 Brokers. Each party agrees to indemnify and hold harmless the other
party against any fee, loss, or expense arising out of claims by brokers or
finders employed or alleged to have been employed by the indemnifying party.
16.4 Notices. All notices and other communications hereunder shall be in
writing and shall be deemed to have been given if delivered in person or sent
by prepaid first-class certified mail, return receipt requested, or recognized
commercial courier service, as follows:
If to Acquisition, to:
Interlock Services Inc.
860 Via de la Paz, Suite E -I
Pacific Palisades. CA 90272
If to client, to:
Internet International Communications Ltd.
925 West Georgia St., Suite 2000
Vancouver, BC V6C 3L2
If to the Shareholder, to:
David Roth
925 West Georgia St., Suite 2000
Vancouver, B. C. V6C 3L2,
16.5 Governing Law. This agreement shall be governed by and construed and
enforced in accordance with the laws of the State of Nevada.
16.6 Assignment. This Agreement shall inure to the benefit of, and be
binding upon, the parties hereto and their successors and assigns; provided,
however, that any assignment by either party of its rights under this Agreement
without the written consent of the other party shall be void.
16.7 Counterparts. This Agreement may be executed simultaneously in two or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument. Signatures sent by
facsimile transmission shall be deemed to be evidence of the original execution
thereof.
16.8 Effective Date. This effective date of this Agreement shall be Jan.
15, 2000.
Interlock Services Inc.
By : /s/ Timothy Hipsher
Internet International Communications Ltd.
By : /s/ David Roth
Interlock Services, Inc. Announces Merger with Internet International
Communications, Ltd. (dba 2dobiz.com) an Emerging Business to Business Commerce
Solution
PACIFIC PALISADES, January 25, 2000 (BUSINESS WIRE) - Interlock Services, Inc.
(the Company) (OTCBB: ILKS), a publicly traded company, is pleased to announce
that the Company merged with Internet International Communications, Ltd. (dba
2dobiz.com). The new combined entity will be known as "2dobiz.com".
Internet International Communications, Ltd. ("2dobiz.com") was organized under
the laws of the state of Nevada during 1996. 2dobiz.com focuses on small and
medium-sized enterprises SMEs that generally do not have the financial
resources to emulate the larger organizations with global reach. SME's growth
is usually restricted by the lack of information about the global market place
and inability to access worldwide distribution channels. 2dobiz.com saw the
trend for companies moving towards a global sourcing, shopping the world for
the best deal.
2dobiz.com began operations in 1996 with an agreement to provide business
content for an Internet network in China. The corporate database was launched
in the same year. In 1997, the company developed its first website,
www.inincom.com, and established strategic alliances with marketing partners in
China, Taiwan, Philippines, Japan, Hong Kong, Mexico, U.S.A. and Canada. Since
then, 2dobiz.com has successfully gained cooperation at high government levels
in the Philippines, Taiwan, China, Japan, Mexico, and Vietnam for the promotion
of export business opportunities via 2dobiz.com to local companies.
Tim Hipsher CEO of Interlock Services, Inc. said, "We are pleased to merge
Internet International Communications, Ltd. (dba 2dobiz.com). The new combined
company expects to become a leader in the global business to business solution
market. The Company expects to change its name to 2dobiz.com and change the
trading symbol. In addition Mr. David Roth, Ph.D. has assumed control of
Interlock and will lead the company in effecting its business plan."
For more information, please (604) 602-2378.
Except for historical matter contained herein, the matters discussed in this
press release are forward-looking statements and are made pursuant to the safe
harbor provision of the Private Securities Litigation Reform Act of 1995. These
forward-looking statements reflect assumptions and involve risks and
uncertainties, which may affect the Company's business and prospects and cause
actual results to differ materially from these forward-looking statements.
Interlock Services, Inc. Announces Completion of First Round of Private
Placement Financing
PACIFIC PALISADES, January 25, 2000 (BUSINESS WIRE) - Interlock Services, Inc.
(the Company) (OTCBB: ILKS), a publicly traded company, is pleased to announce
that the Company has received $300,000 in financing arranged by Rubicon Capital
Corporation. The private placement was completed at a share price of $9.00 per
share.
For more information, please (604) 602-2378.
Except for historical matter contained herein, the matters discussed in this
press release are forward-looking statements and are made pursuant to the safe
harbor provision of the Private Securities Litigation Reform Act of 1995. These
forward-looking statements reflect assumptions and involve risks and
uncertainties, which may affect the Company's business and prospects and cause
actual results to differ materially from these forward-looking statements.
