UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM 10-KSB
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM _________ TO ____________
COMMISSION FILE NUMBER 0-27893
------------------------------
2DOBIZ.COM, INC. (FORMERLY KNOWN AS INTERLOCK SERVICES, INC.)
-------------------------------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NEVADA 77-0448262
------ ----------
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
122-1020 MAINLAND STREET, VANCOUVER
BRITISH COLUMBIA, CANADA V6B 2T4
----------------------------------- -------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 604-602-2378
Securities Registered Pursuant To Section 12(B) Of The Act: None
Securities Registered Pursuant To Section 12(G) Of The Act: Common Stock,
Par Value $.001 Per Share
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [ ]
The Registrant's revenue for the year ended December 31,1999 was $0.
The aggregate market value of the voting and non-voting common equity held by
non-affiliates of the Registrant based upon the closing price of the common
stock as of the close of business on March 28, 2000, was approximately
$68,817,000.
As of March 28, 2000, there were 11,100,000 shares of the Registrant's common
stock, $.001 par value per share, issued and outstanding.
Transitional Small Business Disclosure Format (check one) Yes [ ] No [X]
DOCUMENTS INCORPORATED BY REFERENCE
See the Exhibit Index hereto.
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<PAGE 1>
PART I
NOTE REGARDING FORWARD-LOOKING STATEMENTS.
This Form 10-KSB contains forward-looking statements within the meaning of the
"safe harbor" provisions under Section 21E of the Securities Exchange Act of
1934 and the Private Securities Litigation Reform Act of 1995. We use forward-
looking statements in our description of our plans and objectives for future
operations and assumptions underlying these plans and objectives. Forward-
looking terminology includes the words "may," "expects," "believes,"
"anticipates," "intends," "projects," or similar terms, variations of such
terms or the negative of such terms. These forward-looking statements are based
on management's current expectations and are subject to factors and
uncertainties which could cause actual results to differ materially from those
described in such forward-looking statements. We expressly disclaim any
obligation or undertaking to release publicly any updates or revisions to any
forward-looking statements contained in this Form 10-KSB to reflect any change
in our expectations or any changes in events, conditions or circumstances on
which any forward-looking statement is based. Factors which could cause such
results to differ materially from those described in the forward-looking
statements include those set forth under "Risk Factors" and elsewhere in, or
incorporated by reference into this Form 10-KSB.
ITEM 1. DESCRIPTION OF BUSINESS.
OVERVIEW
The Company as of December 31, 1999 had not engaged in any operations other
than organizational matters. Interlock Services, Inc., a Nevada corporation
(the "Company") was incorporated on October 28, 1996, and was formed
specifically to be a "blank check company" and for the purpose of either
merging with or acquiring an operating company with operating history and
assets.
The primary activity of the Company will involve seeking merger or acquisition
candidates with whom it can either merge or acquire. The Company as of December
31, 1999 has not selected a company for acquisition or merger and does not
intend to limit potential acquisition candidates to any particular field or
industry, but does retain the right to limit acquisition or merger candidates,
if it so chooses, to a particular field or industry. (See Footnote to Financial
Statements-9, Subsequent Event and Recent Developments, Item 1)
Plan of Operation - General
The Company was organized for the purpose of creating a corporate vehicle to
seek, investigate and, if such investigation warrants, acquire an interest in
one or more business opportunities presented to it by persons or firms who or
which desire to seek perceived advantages of a publicly held corporation. At
this time, the Company as of December 31, 1999 no plan, proposal, agreement,
understanding or arrangement to acquire or merge with any specific business or
company, and the Company as of December 31, 1999 not identified any specific
business or company for investigation and evaluation. No member of Management
or promoter of the Company as of December 31, 1999 had any material discussions
with any other company with respect to any acquisition of that company. Of the
11,000,000 outstanding shares of the Company's Common Stock, 3,500,000 shares
are currently freely tradable under the Rule 504 exemption promulgated under
the Securities Act of 1933. The Company will not restrict its search to any
specific business, industry or geographical location, and the Company may
participate in a business venture of virtually any kind or nature. The
discussion of the proposed business under this caption and throughout is
purposefully general and is not meant to be restrictive of the Company's
virtually unlimited discretion to search for and enter into potential business
opportunities.
The Company intends to obtain funds in one or more private placements to
finance the operation of any acquired business. Persons purchasing securities
in these placements and other shareholders will likely not have the opportunity
to participate in the decision relating to any acquisition. The Company's
proposed business is sometimes referred to as a "blind pool" because any
investors will entrust their investment monies to the Company's management
before they have a chance to analyze any ultimate use to which their money may
be put. Consequently, the Company's potential success is heavily dependent on
the Company's management, which will have virtually unlimited discretion in
searching for and entering into a business opportunity.
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<PAGE 2>
None of the officers and directors of the Company as of December 31, 1999 had
any experience in the proposed business of the Company. There can be no
assurance that the Company as of December 31, 1999 had any experience in the
proposed business of the Company. There can be no assurance that the Company
will be able to raise any funds in private placement. In any private placement,
management may purchase shares on the same terms as offered in the private
placement.
Management anticipates that it will only participate in one potential business
venture. This lack of diversification should be considered a substantial risk
in investing in the Company because it will not permit the Company to offset
potential losses from one venture against gains from another.
The Company may seek a business opportunity with a firm that only recently
commenced operations, or a developing company in need of additional funds for
expansion into new products or markets, or an established company seeking a
public vehicle. In some instances, a business opportunity may involve the
acquisition or merger with a corporation which does not need substantial
additional cash but which desires to establish a public trading market for its
common stock. The Company may purchase assets and establish wholly owned
subsidiaries in various business or purchase existing businesses as
subsidiaries.
The Company anticipates that the selection of a business opportunity in which
to participate will be complex and extremely risky. Because of general economic
conditions, rapid technological advances being made in some industries, and
shortages of available capital, management believes that there are numerous
firms seeking the benefits of a publicly traded corporation. Such perceived
benefits of a publicly traded corporation may include facilitating or improving
the terms on which additional equity financing may be sought, providing
liquidity for the principals of a business, creating a means for providing
incentive stock options or similar benefits to key employees, providing
liquidity (subject to restrictions of applicable statues) for all shareholders,
and other factors. Potentially available business opportunities may occur in
many different industries and at various stages of development, all of which
will make the task of comparative investigation and analysis of such business
opportunities extremely difficult and complex.
As is customary in the industry, the Company may pay a finder's fee for
locating an acquisition prospect. If any such fee is paid, it will be approved
by the Company's Board of Directors and will be in accordance with the industry
standards. Such fees are customarily between 1% and 5% of the size of the
transaction, based upon a sliding scale of the amount involved. Such fees are
typically in the range of 5% on a $1,000,000 transaction ratably down to 1% in
a $4,000,000 transaction. Management had adopted a policy that such a finder's
fee or real estate brokerage fee could, in certain circumstances, be paid to
any employee, officer, director or 5% shareholder of the Company, if such
person plays a material role in bringing a transaction to the Company.
As part of any transaction, the acquired company may require that Management or
other stockholders of the Company sell all or a portion of their shares to the
acquired company, or to the principals of the acquired company. It is
anticipated that the sales price of such shares will be lower than the current
market price or anticipated market price of the Company's Common Stock at such
a time. The Company's funds are not expected to be used for purposes of any
stock purchase from insiders. The Company shareholders will not be provided the
opportunity to approve or consent to such sale. The opportunity to sell all or
a portion of their shares in connection with an acquisition may influence
management's decision to enter into a specific transaction. However, management
believes that since the anticipated sales price will potentially be less than
market value, that the potential of a stock sale will be a material factor in
their decision to enter a specific transaction.
The above description of potential sales of management stock is not based upon
any corporate bylaw, shareholder or board resolution, or contract or agreement.
No other payments of cash or property are expected to be received by Management
in connection with any acquisition.
The Company as of December 31, 1999 had not formulated any policy regarding the
use of consultants or outside advisors, but does not anticipate that it will
use the services of such persons.
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<PAGE 3>
The Company as of December 31, 1999 had and will continue to have, insufficient
capital with which to provide the owners of business opportunities with any
significant cash or other assets. However, management believes the Company will
offer owners of business opportunities the opportunity to acquire a controlling
ownership interest in a public company at substantially less cost than is
required to conduct an initial public offering. The owners of the business
opportunities will, however, incur significant post-merger or acquisition
registration costs in the event they wish to register a portion of their shares
for subsequent sale. The Company will also incur significant legal and
accounting costs in connection with the acquisition of a business opportunity
including the costs of preparing post- effective amendments, Forms 8-K,
agreements and related reports and documents. However, the officers and
directors of the Company have not conducted market research and are not aware
of statistical data which would support the perceived benefits of a merger or
acquisition transaction for the owners of a business opportunity.
The Company does not intend to make any loans to any prospective merger or
acquisition candidates or unaffiliated third parties. (See Footnote to
Financial Statements-9, Subsequent Event and Recent Developments, Item 1)
Regulation and Taxation
The Investment Company Act of 1940 defines an "investment company" as an issuer
that is or holds itself out as being engaged primarily in the business of
investing, reinvesting or trading of securities. While the Company does not
intend to engage in such activities, the Company could become subject to
regulation under the Investment Company Act of 1940 in the event the Company
obtains or continues to hold a minority interest in a number of development
stage enterprises. The Company could be expected to incur significant
registration and compliance costs if required to register under the Investment
Company Act of 1940. Accordingly, management will continue to review the
Company's activities from time to time with a view toward reducing the
likelihood that the Company could be classified as an "investment company."
The Company intends to structure a merger or acquisition in such a manner as to
minimize Federal and state tax consequences to the Company and to any target
company. (See Footnote to Financial Statements-9, Subsequent Event and Recent
Developments, Item 1)
Employees
The Company's only employees at the present time is its sole officer and
director, who will devote as much time as the Board of Directors determine is
necessary to carry out the affairs of the Company.
RECENT DEVELOPMENTS
On January 17, 2000, the Company tendered an offer to purchase all of the
outstanding ordinary shares of Internet International Communications, Ltd.
("INICOM") for approximately 7,500,000 shares of common stock.
The Company assumed the business operations of Inicom and appointed the
management and directors of Inicom to Management and the Board Directors of the
Company.
The Company also changed its name to 2DoBiz.com, Inc. as of January 25, 2000
and currently trades under the symbol of DOBZ. 2dobiz.com Inc. is a business
hub; a single point of contact between businesses and a rich, comprehensive
collection of web and information technology tools. Its target users are the
international community of owners, managers, and staff of small and medium
businesses ("SMEs"). 2dobiz's key objective is to build a successful
interactive community among the international collection of global and regional
financiers, trading partners, technologists, and other infrastructure/service
providers that SMEs find to be valuable.
2dobiz over the past three years has established business contacts and
strategic alliances with business communities in many countries around the
world. Strong relationships have already been established with over 30
companies many of whom are highly regarded worldwide. 2dobiz is a web-based
company that provides services to empower SMEs to reach their full potential.
In order to establish and to expand this community objective, the Company's
website, www.2dobiz.com, will enhance the abilities of companies to compete
both locally and globally by providing specialised regional industrial
information, along with essential trade tools, global classifieds, product
catalogues, business auctions, information and trade research.
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<PAGE 4>
ITEM 2. DESCRIPTION OF PROPERTY.
The Company through November 16, 1999 occupied office space from the sole
officer and director of the Company. All of the Company's operations were
conducted from this facility. Subsequent to November 16,1999 the Company
occupied temporary facilities, for which the Company received at no cost, from
its interim officers and directors until January 17, 2000. On January 17, 2000,
the date of the merger between the Company and Internet International
Communication, Ltd. the Company began to occupy 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 believes that this
facility is suitable for its current and anticipated needs. The Company
believes that, if necessary, it can obtain additional leased space.
The Company's Web site is http://www.2dobiz.com.
ITEM 3. LEGAL PROCEEDINGS.
The Company is not subject to any material litigation nor, to the Company's
knowledge, is any material litigation currently threatened against the Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
On December 8,1999 the following matter was put forth to a majority of the
directors and shareholders. The Company's Board of Directors and a majority
vote of the shareholders approved a forward stock split of 17.5 for 1 of the
Company's common stock.
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
On December 28, 1999 the Company's common stock began trading on the Over the
Counter Bulletin Board (OTC-BB) Market under the symbol "ILKS." Prior to
December 28, 1999, there was no public market for the Company's common stock.
The following sets forth the quarterly high and low bid prices during the
fourth quarter 1999 as reported on OTC-BB. These prices are based on quotations
between dealers, which do not reflect retail mark-up, markdown or commissions
and may not reflect actual transactions.
PRICE
--------------------------
QUARTER ENDED HIGH LOW
----------------- ------ ------
December 31, 1999 $ 4.00 $ 4.00
On March 28, 2000, the closing price of the Company's common stock (which
currently trades under the symbol DOBZ) on the OTC-BB Market was $ 12 3/8 per
share. The Company has approximately 200 holders of record of its common stock
and estimates that it has approximately 800 beneficial holders.
DIVIDEND POLICY
The Company has never paid a cash dividend on its common stock. The Company
does not anticipate paying any cash dividends in the foreseeable future and
intends to retain future earnings, if any, for the development of its business.
CHANGES IN SECURITIES
The Company did not issue any equity securities during the quarter ended
December 31, 1999 which were not registered under the Securities Act of 1933,
as amended, except that, in:
* December 10, 1999, the Company cancelled 6,500,000 shares of its common
stock held by its sole officer and director, Daniel Hodges.
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<PAGE 5>
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The Company as of December 31, 1999 had not engaged in any operations other
than organizational matters. Interlock Services, Inc., a Nevada corporation
(the "Company") was incorporated on October 28, 1996, and was formed
specifically to be a "blank check company" and for the purpose of either
merging with or acquiring an operating company with operating history and
assets.
The primary activity of the Company will involve seeking merger or acquisition
candidates with whom it can either merge or acquire. The Company as of December
31, 1999 has not selected any company for acquisition or merger and does not
intend to limit potential acquisition candidates to any particular field or
industry, but does retain the right to limit acquisition or merger candidates,
if it so chooses, to a particular field or industry. The Company's plans are in
the conceptual stage only.
RESULTS OF OPERATIONS
FISCAL YEAR ENDED DECEMBER 31, 1999 COMPARED TO FISCAL YEAR ENDED
DECEMBER 31, 1998
EXPENSES. During 1999, the Company incurred $185 in professional fees
associated with its business operations compared with $100 for 1998.
LIQUIDITY AND CAPITAL RESOURCES
The Company's capital requirements have been nominal, and, to date, its cash
requirements have exceeded its cash flow from operations. The Company
historically has satisfied cash requirements through borrowings and the private
sale of equity. As of December 31, 1999, the Company had zero cash and/or cash
equivalents.
The Company's success will be dependent upon its ability to generate sufficient
cash flow to meet its obligations on a timely basis, to obtain financing or
refinancing as may be required, and ultimately to attain profitability. The
Company believes that it has insufficient cash resources to fund the Company's
operations through fiscal 2000. The Company as of December 31,1999 did not have
any current arrangements or commitments for any future financing. The Company
may not be able to obtain sufficient financing to satisfy its cash
requirements. The Company may be required to obtain financing on terms that are
not favorable to it and its shareholders. If the Company is unable to obtain
additional financing when needed, it may be required to delay or scale back,
which could have a material adverse effect on its business, financial condition
and results of operations.
SELECTED FINANCIAL DATA.
The following financial data was prepared in accordance with the basis of
presentation discussed in Note 1 to the Financial Statements. No dividends have
been paid on the Company's common stock.
DECEMBER 31,
----------------------
1999 1998
-------- --------
Revenues............................ $ 0 $ 0
Net income (loss)................... $ (185) $ (100)
Earnings per common share:
Basic............................. $ 0.00 $ 0.00
Diluted........................... $ 0.00 $ 0.00
Total assets........................ $ 0 $ 0
Long-term obligations:
Long-term debt.................... $ 0 $ 0
-------- --------
Total..................... $ 0 $ 0
======== ========
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<PAGE 6>
YEAR 2000 COMPLIANCE
Many computer systems and applications use a two-digit field to designate a
year rather than a four-digit field. This can result in these systems and
applications recognizing the use of "00" as either the year 1900 or some other
year as opposed to the year 2000 ("Y2K"). Such failure to recognize the correct
year could result in system failures and miscalculations that could adversely
impact the ability of a company to do business (the "Y2K Issue").
The Company as of December 31, 1999 due to its minimal operations conducted a
limited review of the Y2K Issue.
RECENT ACCOUNTING PRONOUNCEMENTS
In June 1998, the Financial Accounting Standards Board issued SFAS 133,
"Accounting for Derivative Instruments and Hedging Activities". SFAS 137 defers
for one year the effective date of SFAS 133. The rule will now apply to all
fiscal quarters of all fiscal years beginning after June 15, 2000. Management
does not anticipate the adoption of the new statement will have an effect on
earnings or the financial position of the Company.
ITEM 7. FINANCIAL STATEMENTS
The response to this item is included in a separate section of this report. See
the Financial Statements of the Company attached hereto beginning on page F-1.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
As filed on Form 8-K, April 3, 2000.
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.
DIRECTORS AND EXECUTIVE OFFICERS
The current directors (as of March 28, 2000) of the Company are as
follows:
YEAR FIRST
NAME OF DIRECTOR ELECTED AS DIRECTOR AGE
---------------- ------------------- ---
David Roth, Ph.D. 2000 60
Adam Ezer 2000 28
The current executive officers (as of March 28, 2000) of the Company
are as follows:
NAME AGE POSITION
---------------- --- -----------------------
David Roth 60 Chief Executive Officer
Larry Eyler 44 Chief Financial Officer
Jay Joe 33 Chief Operating Officer
BIOGRAPHIES OF THE DIRECTORS AND EXECUTIVE OFFICERS
Dr. David Roth Ph.D., Chairman, Director and Chief Executive Officer, is the
founder of 2dobiz. 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 Communications. 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,
the University of Wisconsin, Ohio State, Purdue, and the University of British
Columbia. In addition, Dr. Roth founded English Bay Sportswear, a global
exporter.
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<PAGE 7>
Jay Joe, Chief Operating Officer & Director of International Trade, is
responsible for the day-to-day operations of the Company. He will also oversee
the development and operation of the 2dobiz Trade Center. He has over seven
years of international trade experience in a broad range of industries spanning
petrochemicals and 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 an extensive
Internet background ranging from Internet strategy to website engineering. He
continues to manage the strategic planning, design, and development of the
current 2dobiz site. Mr. Joe holds a Bachelor of Applied Science degree in
Chemical Engineering from the University of British Columbia.
Larry Eyler, Chief Financial Officer, prior to joining 2dobiz, was executive
vice president, CFO, and Director of Stat-Chem Inc., a start-up blood
diagnostics and analysis company. Mr. Eyler was principally involved in the
corporate finance function and the advancement of the company's business model.
Prior to Stat-Chem, Mr. Eyler was Executive VP, CFO and Director of Pacific
Research and Engineering Corp., a publicly held manufacturer of analog and
digital radio broadcasting equipment and studio installations. Before Pacific
Research, Mr. Eyler was Director of Finance, Real Estate for the Price Co., a
$7 billion warehouse club retailer, and VP, CFO and founding shareholder of
Club Merchandising, a $40 million import/export company. Mr. Eyler gained his
public accounting experience with KPMG Peat Marwick, and holds a BS Accounting
from San Diego State University.
Adam Ezer, Director of the Investment Center, will oversee the development and
operation of the Investment Center. Prior to joining 2dobiz, he worked with
Nesbitt Burns Private Banking Unit and is a Licensed Investment Associate with
Nesbitt Burns Private Banking, Vancouver. He has over six years experience in
the investment banking industry and financial trade industry. Mr. Ezer received
his Bachelor of Arts degree in Economics from the University of British
Columbia.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the
Company's directors, executive officers and persons who own more than 10% of a
class of the Company's equity securities which are registered under the
Exchange Act to file with the Securities and Exchange Commission initial
reports of ownership and reports of changes of ownership of such registered
securities. Such executive officers, directors and greater than 10% beneficial
owners are required by Commission regulation to furnish the Company with copies
of all Section 16(a) forms filed by such reporting persons.
To the Company's knowledge, based solely on a review of the copies of such
reports furnished to the Company and on representations that no other reports
were required, no person required to file such a report failed to file on a
timely basis during fiscal 1999.
ITEM 10. EXECUTIVE COMPENSATION
The following summary compensation table sets forth the aggregate compensation
paid or accrued by the Company named executive officers and the Company's
executive officers whose annual compensation exceeded $100,000 for fiscal 1999
and who are no longer serving in such capacity at December 31, 1999, for
services rendered during the fiscal years ended December 31, 1999 and 1998.
SUMMARY COMPENSATION TABLE
<TABLE>
Annual Compensation Long-Term Compensation
-------------------------------------- ------------------------------------------
Restricted Securities
Name and Bonus Other Annual Stock Underlying All other
Principal Position Year Salary ($) ($)(1) Compensation ($) Awards($) Options(#) Compensation ($)
- ------------------ ---- ---------- ------ ---------------- --------- ---------- ----------------
<S> <C> <C> <C> <C> <C> <C> <C>
Daniel Hodges 1999 0 - - - - -
Prior Chairman 1998 0 - - - - -
and President and sole
Officer (resignation 12/08/99)
Shirley Betherum 1999 0 - - - - -
Director and sole
Officer (resignation 01/04/00)
David Roth 1999 0 - - - - -
Current Chief Executive
Officer (appointed 01/15/00)
Jay Joe 1999 0 - - - - -
Current Chief Operating
Officer (appointed 01/17/00)
Larry Eyler 1999 0 - - - - -
Current Chief Financial
Officer (appointed 01/15/00)
</TABLE>
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<PAGE 8>
OPTION GRANTS IN THE LAST FISCAL YEAR
The following table sets forth certain information regarding stock options
granted to the named executive officers during the fiscal year ended December
31, 1999. No stock appreciation rights were granted to these individuals during
such year.
Individual Grants
------------------------------------------
Number of Percent of
Securities Total Options
Underlying Granted to Exercise or
Options Employees in Base Price Expiration
Name Granted (#) Fiscal Year(1) ($/Sh) Date
- ---- ----------- -------------- ------------ ----------
Daniel Hodges - - $0.000 ----
Shirley Betherum - - $0.000 ----
David Roth - - $0.000 ----
Jay Joe - - $0.000 ----
Larry Eyler - - $0.000 ----
- --------------------
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR END OPTION VALUES
The following table sets forth certain information with respect to the exercise
of stock options during the fiscal year ended December 31, 1999 by the named
executive officers and the number and value of unexercised options held by each
of the named executive officers as of December 31, 1999:
<TABLE>
Shares Number of Securities Under- Value of Unexercised
Acquired on Value lying Unexercised Options In-the- Money Options at
Name Exercise (#) Realized ($) at Fiscal Year-End (#) Fiscal Year-End ($)
- ---- ------------ ------------ ------------------- ----------------------
<S> <C> <C> <C> <C> <C> <C>
Exercisable Unexercisable Exercisable Unexercisable
----------- ------------- ----------- -------------
Daniel Hodges - - 0 0 $0 $0
Shirley Betherum - - 0 0 $0 $0
David Roth - - 0 0 $0 $0
Jay Joe - - 0 0 $0 $0
Larry Eyler - - 0 0 $0 $0
</TABLE>
- --------------------
DIRECTOR COMPENSATION
The Company reimburses directors for out-of-pocket expenses incurred in
connection with the rendering of services as a director. No compensation was
paid to either director during the year ended December 31,1999.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Unless otherwise indicated, the address of the directors and officers is c/o
2DoBiz.com, Inc. 122-1020 Mainland Street, Vancouver BC, Canada. Beneficial
ownership is defined in accordance with the rules of the SEC and generally
means the power to vote and/or to dispose of the securities regardless of any
economic interest therein. In computing number and percentage ownership of
shares of common stock beneficially owned by a person, shares of common stock
subject to options and warrants held by that person that are exercisable within
60 days are deemed outstanding. Such shares of common stock, however, are not
deemed outstanding for purposes of computing the percentage ownership of
stockholders other than such person.
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<PAGE 9>
The following table sets forth certain information as to shares of common stock
owned by (i) each person known to beneficially own more than 5% of the
outstanding common stock, (ii) each director and named executive officer of the
Company, and (iii) all executive officers and directors of the Company as a
group. Unless otherwise indicated, each person has sole voting and investment
power over the shares beneficially owned by him. Unless otherwise indicated,
the address of each named beneficial owner is that of the Company's principal
offices located at 122-1020 Mainland Street, Vancouver British Columbia, Canada
V6B 2T4.
<TABLE>
NAME AND ADDRESS NUMBER OF SHARES PERCENTAGE OF SHARES
OF BENEFICIAL OWNER BENEFICIALLY OWNED BENEFICIALLY OWNED (1)
- ------------------------ ---------------------- --------------------------
<S> <C> <C>
David Roth, Ph.D.
122-1020 Mainland Street 4,529,722 (2) 40.8%
Vancouver, BC V6B 2T4
Aurora-1, Ltd. LLC
122-1020 Mainland Street 4,529,722 (2) 40.8%
Vancouver, BC V6B 2T4
Adam Ezer 100,000 0.9%
Jay Joe 25,000 0.2%
Larry Eyler 0 0.0%
- ---------------------
All officers and directors
as a group 4,654,722 (2) 41.9%
4 persons
</TABLE>
(1) Based on 11,100,000 shares outstanding.
(2) David Roth is the beneficial owner of Aurora-1, Ltd., LLC.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
There are no material relationships or related transactions between the Company
and its officers or directors.
RISK FACTORS
The following factors should be reviewed carefully, in conjunction with the
other information in this Form 10-KSB and our consolidated financial
statements. These factors could cause actual results to differ materially from
those currently anticipated and contained in forward-looking statements made in
this Form 10-KSB and presented elsewhere by our management from time to time.
See "Note Regarding Forward-Looking Statements."
CONTROL BY SHAREHOLDERS, OUR OFFICERS, DIRECTORS AND THEIR AFFILIATED ENTITIES.
As of March 28, 2000, our executive officers, directors and their affiliated
entities owned approximately 42% of our outstanding shares of common stock. As
a result, such persons are in the position to influence:
* the election of our directors; and
* the outcome of corporate actions or other matters requiring shareholder
approval.
The concentration of ownership may have the effect of delaying or preventing a
change in control of the Company.
- 9 -
- -------------------------------------------------------------------------------
<PAGE 10>
STOCK AND MARKET RISKS AND OUR STOCK PRICE MAY BE VOLATILE.
The market price of our common stock could be subject to wide fluctuations in
response to the following:
* variations in quarterly operating results;
* announcements of new products by us or our competitors;
* failures to meet or exceed the expectations of securities analysts or
investors; or
* general economic conditions.
Furthermore, the stock market has experienced significant price and
volume fluctuations unrelated or disproportionate to the operating performance
of particular companies. These market fluctuations may also adversely affect
the market price of our common stock.
WE DO NOT INTEND TO PAY DIVIDENDS TO OUR SHAREHOLDERS.
We have not paid any cash dividends on our common stock and do not expect to do
so in the foreseeable future.
FUTURE SALES OF OUR COMMON STOCK IN THE PUBLIC MARKET COULD ADVERSELY AFFECT
OUR STOCK PRICE.
Sales of shares of our common stock by existing shareholders could have an
adverse effect on our stock price. As of March 28, 2000, we had 11,100,000
shares of common stock outstanding. 7,600,000 of these shares are eligible for
sale, subject to Rule 144.
In general, under Rule 144 as currently in effect, a person (or persons whose
shares are aggregated), including persons who may be deemed to be "affiliates"
of the company as that term is defined under the Securities Act of 1933, is
entitled to sell within any three-month period a number of restricted shares
beneficially owned for at least one year that does not exceed the greater of:
* one percent (1%) of the then outstanding shares of common stock, or
* the average weekly trading volume in the common stock during the four
calendar weeks preceding such sale.
Sales under Rule 144 are also subject to certain requirements as to the manner
of sale, notice and the availability of current public information about us.
However, a person who is not an affiliate and has beneficially owned such
shares for at least two years is entitled to sell such shares without regard to
the volume or other requirements. No prediction can be made as to the effect,
if any, that sales of such securities or the availability of such securities
for sale will have on the market prices prevailing from time to time.
- 10 -
- -------------------------------------------------------------------------------
<PAGE 11>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
(a) Listed below are the documents filed as a part of this report:
1. Financial Statements and the Independent Auditors' Report:
Independent Auditors' Report.
Balance Sheets
Statements of Income
Statements of Cash Flows
Consolidated Statements of Stockholders' Equity
and Owners' Deficit
Notes to Financial Statements.
2. Financial Statement Schedules:
3. Exhibits:
1.* Articles of Incorporation.
2.* Amendment to Articles of Incorporation.
2.1** Agreement and Plan of Reorganization among
INTERLOCK SERVICES INC., INTERNET INTERNATIONAL
COMMUNICATIONS, LTD, and all of the shareholders.
3.* Bylaws.
23.1 Consent of Independent Auditors
99.1** Press Release issued by INTERLOCK SERVICES INC. on
January 25, 2000,
99.2** Press Release issued by INTERLOCK SERVICES INC on
January 25, 2000,
* Incorporated by reference to the Company's Form 10-SB filed with the
Securities and Exchange Commission on November 8, 1999.
** Incorporated by reference to the Company's Form 8-K filed with the
Securities and Exchange Commission on January 31, 2000.
(b) The Registrant did not file any reports on Form 8-K during the
quarter ended December 31, 1999.
- 11 -
- -------------------------------------------------------------------------------
<PAGE 12>
INTERLOCK SERVICES, INC.
(A Development Stage Company)
FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1999 AND 1998
CONTENTS
Page
Report of Independent Auditor . . . . . . . . . . . F - 1
Balance Sheets . . . . . . . . . . . . . . . . . . F - 2
Statements of Operations . . . . . . . . . . . . . F - 3
Statement of Stockholders' Equity . . . . . . . . . F - 4
Statements of Cash Flows . . . . . . . . . . . . . F - 5
Notes to Financial Statements . . . . . . . . . . . F - 6
- 12 -
- -------------------------------------------------------------------------------
<PAGE 13>
REPORT OF INDEPENDENT AUDITORS
To the Board of Directors and shareholders of
Interlock Services, Inc. (A Development Stage Company)
We have audited the accompanying balance sheets of Interlock Services, Inc. (a
development stage company) as of December 31, 1999 and 1998, and the related
statements of operations, stockholders' equity, and cash flows for the years
then ended. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Interlock Services, Inc. (a
development stage company) as of December 31, 1999 and 1998, and the results of
its operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.
/S/ Pellerin & Associates, LLP
Pellerin & Associates, LLP
Certified Public Accountants
Portland, Maine
March 23, 2000
- F-1 -
- -------------------------------------------------------------------------------
<PAGE 14>
INTERLOCK SERVICES, INC.
(A Development Stage Company)
BALANCE SHEETS
<TABLE>
December 31 December 31
1999 1998
. ----------- -----------
<S> <C> <C>
Assets: $ - $ -
. ----------- -----------
Liabilities and stockholders equity (deficit):
Accounts payable $ - $ 200
Stockholders' equity (deficit) Common stock,
par value $.001 100,000,000 shares authorized
11,000,000 and 17,500,000 shares issued and
outstanding at December 31, 1999 and 1998,
respectively 1,000 1,000
Additional paid-in capital 385 -
Accumulated deficit - development stage (1,385) (1,200)
----------- -----------
Total stockholders' equity (deficit) - (200)
----------- -----------
Total liabilities and
stockholders' equity (deficit) $ - $ -
----------- -----------
</TABLE>
See accompanying notes.
- F-2 -
- -------------------------------------------------------------------------------
<PAGE 15>
INTERLOCK SERVICES, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
<TABLE>
Cumulative
since
Years ended inception of
December 31 development
1999 1998 stage
---------- ---------- -----------
(unaudited)
<S> <C> <C> <C>
Revenues $ - $ - $ -
Expenses 185 100 1,385
---------- ---------- -----------
Net loss $ (185) $ (100) $ (1,385)
---------- ---------- ----------
Basic & diluted loss per share
net loss per share $ - $ - $ -
---------- ---------- ----------
Weighted average shares used in
computing basic and diluted
loss per share 16,671,000 17,500,000 17,499,000
---------- ---------- ----------
</TABLE>
See accompanying notes.
- F-3 -
- -------------------------------------------------------------------------------
<PAGE 16>
INTERLOCK SERVICES, INC.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EOUITY
<TABLE>
Deficit
Accumulated
During
Common Stock Paid-In Development
Shares Par Value Capital Stage
---------- --------- -------- --------
<S> <C> <C> <C> <C>
Balance at September 23, 1996
(Inception) (unaudited) - $ - $ - $ -
November 11, 1996
Issuance of stock for services
and payment of accounts payable 1,000 1,000 - -
Net loss - - - (1,000)
---------- --------- -------- --------
Balance at December 31, 1996
as originally reported
(unaudited) 1,000 1,000 - (1,000)
Retroactive adjustment for
1,000 to 1 stock split
May 6, 1999 999,000 - - -
Retroactive adjustment for
17.5 to 1 stock split
December 10, 1999 16,500,000 - - -
---------- --------- -------- --------
Restated balance January 1, 1997 17,500,000 1,000 - (1,000)
Net loss - - - (100)
---------- --------- -------- --------
Balance at December 31, 1997 17,500,000 1,000 - (1,100)
Net loss - - - (100)
---------- --------- -------- --------
Balance at December 31, 1998 17,500,000 1,000 - (1,200)
Capital contributed
by shareholder - - 385 -
Cancellation Common stock
December 10, 1999 (6,500,000) - - -
Net Loss - - - (185)
---------- --------- -------- --------
Balance at December 31, 1999 11,000,000 $ 1,000 $ 385 $ (1,385
---------- --------- -------- --------
</TABLE>
See accompanying notes.
- F-4 -
- -------------------------------------------------------------------------------
<PAGE 17>
INTERLOCK SERVICES, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
<TABLE>
Cumulative
since
Years ended inception of
December 31 development
1999 1998 stage
--------- --------- ---------
(unaudited)
<S> <C> <C> <C>
OPERATING ACTIVITIES:
Net loss $ (185) $ (100) $ (1,385)
Increase (decrease) in accounts payable (200) 100 -
--------- --------- ---------
Net cash used in operating activities (385) - (1,385)
--------- --------- ---------
INVESTING ACTIVITIES:
Net cash provided by investing activities - - -
--------- --------- ---------
FINANCING ACTIVITIES:
Capital contributed by shareholder 385 - 1,385
--------- --------- ---------
Net cash provided by financing activities 385 - 1,385
--------- --------- ---------
Net (decrease) in Cash and cash equivalents - - -
Cash and cash equivalents
At beginning of period - - -
--------- --------- ---------
Cash and cash equivalents
At end of period $ - $ - $ -
--------- --------- ---------
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the year for:
Interest $ - $ - $ -
--------- --------- ---------
Franchise and income taxes $ 250 $ - $ 250
--------- --------- ---------
</TABLE>
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVIITES:
None
See accompanying notes.
- F-5 -
- -------------------------------------------------------------------------------
<PAGE 18>
INTERLOCK SERVICES, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
THE YEARS ENDED DECEMBER 31, 1999 AND 1998
1 - ORGANIZATION AND BASIS OF PRESENTATION
Organization and Basis of Presentation
The Company was incorporated under the laws of the State of Nevada on October
28, 1996. The Company ceased all operating activities during the period from
September 23, 1996 to July 9, 1999. Since July 9, 1999, the Company has been in
the development stage, and as of December 31, 1999 had not commenced planned
principal operations.
Nature of Business
The Company as of December 31, 1999 had no products or services. The Company
was organized as a vehicle to seek merger or acquisition candidates. The
Company also intends to acquire interests in various business opportunities.
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
INCOME TAXES: The Company accounts for income taxes under the provisions of
Statement of Financial Accounting Standards (SFAS) No. 109, "Accounting for
Income Taxes."
ESTIMATES: The preparation of these financials statements in conformity with
generally accepted accounting principals requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
RECENTLY ISSUED ACCOUNTING STANDARDS: Statement of Position (SOP) 98-1,
"Accounting for the Costs of Computer Software Developed or Obtained for
Internal Use," was issued in March 1999 and is effective for financial
statements for fiscal years beginning after December 15, 1999. This statement
establishes standards for capitalizing and expensing costs incurred in
connection with internal use software and applies to costs incurred subsequent
to adoption of SOP 98-1. The Company does not expect the adoption of SOP 98-1
to have an effect on its financial position or results of operations.
Statement of Financial Accounting Standards (SFAS) No. 133, "Accounting for
Derivative Instruments and Hedging Activities," was issued in June 1999 and is
effective for all fiscal quarters of fiscal years beginning after June 15,
1999. This statement establishes accounting and reporting standards for
derivative instruments and for hedging activities and requires that entities
recognize derivative instruments as either assets or liabilities in the
statement of financial position and measure those instruments at fair value.
The accounting for the change in fair value of a derivative instrument will
depend on the intended use of the instrument. The adoption of SFAS No. 133 will
require the Company to reflect the fair value of its interest rate swap
agreements on its Balance Sheet. The offsetting gain or loss at the time of
adoption of SFAS No. 133 will be accounted for as a cumulative effect of a
change in accounting principle in accordance with Accounting Principles Board
Opinion No. 20, "Accounting Changes." The cumulative gain or loss at the time
of adoption of SFAS No. 133 and future gains and losses resulting from the
change in fair value of the swap agreements will be reflected in cumulative
comprehensive income as a separate component of stockholders' equity to the
extent the swaps qualify as cash flow hedges. To the extent the swaps do not
qualify as cash flow hedges, such gains and losses will be reflected in net
income. The Company believes the impact of the adoption of SFAS No. 133 on its
financial position and results of operations will be immaterial.
- F-6 -
- -------------------------------------------------------------------------------
<PAGE 19>
3 - INCOME TAXES
As of December 31, 1999, the Company had a net operating loss carryforward for
income tax reporting purposes of approximately $1,385 that may be offset
against future taxable income through 2012. Current tax laws limit the amount
of loss available to be offset against future income when a substantial change
in ownership occurs. Therefore, the amount available to offset future taxable
income will be limited. No tax benefit has been reported in the financial
statements, because the Company believes there is a 50% or greater chance the
carryforwards will expire unused. Accordingly, the potential tax benefits of
the loss carryforwards are offset by a valuation allowance of the same amount.
4 - DEVELOPMENT STAGE COMPANY
The Company as of December 31, 1999 had not begun principal operations and has
had recurring losses during its development stage.
5 - COMMITMENTS
As of December 31, 1999 all activities of the Company have been conducted by
corporate officers from either their homes or business offices. Currently,
there are no outstanding debts owed by the Company for the use of these
facilities and there are no commitments for future use of the facilitates.
6 - STOCK SPLITS
On May 6, 1999 the Board of Directors authorized 1,000 to 1 stock split,
changed the authorized number of shares to 100,000,000 shares and the par value
to $.001 for the Company's common stock. As a result of the split, 999,000
shares were issued. In addition on December 10,1999 all references in the
accompanying financial statements to the number of common shares and per-share
amounts for 1998 and 1997 have been restated to reflect the stock splits.
7 - EARNINGS PER SHARE
The Company adopted the provisions of Statement of Financial Accounting
Standards (SFAS) No. 128, "Earnings per Share," in December 1998. Basic
earnings per share of common stock are computed by dividing income available to
common stockholders by the weighted-average number of common shares
outstanding. Diluted earnings per share of common stock are computed by giving
effect to all dilutive potential shares. There were no reconciling items to net
income to arrive at income available to common stockholders for the years ended
December 31, 1999 and 1998.
The effect of outstanding common stock equivalents would be anti-dilutive for
August 31, 1999 and December 31, 1998 and 1997 and are thus not considered.
8 - SEGMENT INFORMATION
The Company adopted the provisions of Statement of Financial Accounting
Standards (SFAS) No. 131, "Disclosure about Segments of an Enterprise and
Related Information," in 1999. The Company has no determinable two reportable
segments.
9 - SUBSEQUENT EVENT
On January 17, 2000, the Company tendered an offer to purchase all of the
outstanding ordinary shares of Internet International Communications, Ltd.
("INICOM") for approximately 7,500,000 shares of common stock.
The Company assumed the business operations of Inicom and appointed the
management and directors of Inicom to Management and the Board Directors of the
Company.
The Company also changed its name to 2DoBiz.com, Inc. as of January 25, 2000.
- F-7 -
- -------------------------------------------------------------------------------
<PAGE 20>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
2doBiz.com, Inc.
(Registrant)
By: /S/ DAVID ROTH
----------------------------------
David Roth, Ph.D.
Director, Chairman, and
Chief Executive Officer
(Duly authorized officer)
Date: March 31, 2000
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant in the capacities indicated on March 31, 2000.
SIGNATURE TITLE
--------- -----
/s/ DAVID ROTH Director, Chairman,
------------------------- Chief Executive Officer,
David Roth, Ph.D. (Principal Executive Officer)
/s/ LARRY EYLER Chief Financial Officer
-------------------------
Larry Eyler
/s/ JAY JOE Chief Operating Officer
-------------------------
Jay Joe
- 13 -
- -------------------------------------------------------------------------------
<PAGE 21>
EX-23
CONSENT OF PELLERIN & ASSOCIATES, LLP
EXHIBIT 23
INDEPENDENT AUDITOR'S CONSENT
We consent to the incorporation by reference of our report dated
March 23, 2000, appearing in this Annual Report on Form 10-KSB of 2doBiz.com
Inc. (formerly known as Interlock Services, Inc.) for the year ended
December 31, 1999.
PELLERIN & ASSOCIATES. LLP
Portland, ME
March 31, 2000
- 14 -
- -------------------------------------------------------------------------------
<PAGE 22>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE
SHEET AND STATEMENT OF INCOME OF THE COMPANY AS OF AND FOR THE YEAR ENDED
DECEMBER 31, 1999, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> DEC-31-1999
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 1,000
<OTHER-SE> (1,000)
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 185
<OTHER-EXPENSES> 0
<LOSS-PROVISION> (185)
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-BASIC> 0.00
<EPS-DILUTED> 0.00
</TABLE>
