SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(AMENDMENT NO. 2)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
April 20, 2000
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Date of Report
(Date of Earliest Event Reported)
2DOBIZ.COM, INC.
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(Exact Name of Registrant as Specified in its Charter)
NEVADA 0-27983 77-0448262
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
122-1020 Mainland Street, Vancouver, British Columbia Canada. V6B 2T4
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(Address of principal executive offices)
(604) 602-2378
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(Registrant's telephone number)
INTERLOCK SERVICES, INC.
9160 East Deer Trail
Tucson, Arizona 85710
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(Former name and former address)
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<PAGE>
ITEM 7 IS AMENDED TO CORRECT TYPOGRAPHICAL ERRORS IN THE PROFORMA FINANCIAL
STATEMENTS REFLECTING THE STATED VALUE OF COMMON STOCK AND ADDITIONAL PAID IN
CAPITAL AND RETAINED DEFICIT, OF THE COMBINED HISTORICAL FINANCIAL STATEMENTS.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
The following financial statements and pro forma financial information are
being provided in accordance with the instructions to this item.
(a) Financial Statements of Business Acquired.
Independent Auditors Report
Balance sheet of Internet International Communications, Ltd.
at April 30, 1999.
Income statement of Internet International Communications, Ltd.
for the period May 1, 1998 to April 30, 1999.
Statements of changes in shareholders' equity of Internet International
Communications, Ltd. for the period May 1, 1998 to April 30, 1999.
Statements of cash flows of Internet International Communications, Ltd.
for the period May 1, 1998 to April 30, 1999.
(b) Pro Forma Financial Information.
Unaudited pro forma balance sheet as of December 31, 1999 and accompanying
explanatory notes.
Unaudited pro forma statement of operations for the year ended
December 31, 1999 and accompanying explanatory notes.
(c) Exhibits.
There is attached hereto the following exhibits:
Exhibit
No. Description
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2.1* Agreement and Plan of Reorganization among INTERLOCK SERVICES INC.,
INTERNET INTERNATIONAL COMMUNICATIONS, LTD, and all of the
shareholders
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 27, 2000,
99.3** Press Release issued by INTERLOCK SERVICES INC. on March 8, 2000,
2dobiz.com, Inc. Announces Preferred Provider Relationships.
99.3** Press Release issued by INTERLOCK SERVICES INC. on March 13, 2000,
2dobiz.com, Announces Joint Venture in the Philippines.
99.3** Press Release issued by INTERLOCK SERVICES INC. on March 16, 2000,
Announces Preferred Provider Relationship with Jameson International.
* Incorporated by reference to the Company's Form 8-K filed with the
Securities and Exchange Commission on January 31, 2000.
** Incorporated by reference to the Company's Form 8-K/A filed with the
Securities and Exchange Commission on April 10, 2000.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Amendment No. 2 to the report on Form 8-K to be
signed on its behalf by the undersigned hereunto duly authorized.
2DOBIZ.COM, INC.
By /s/ Dr. David Roth
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David Roth, Ph.D.
President, Chief Executive Officer
Date: May 30, 2000
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EXHIBIT INDEX
INDEPENDENT AUDITOR'S REPORT
----------------------------
Board of Directors
Internet International Communications, Ltd.
7550 Aubrey Street
Burnaby, BC
Canada V5A 1K7
I have audited the Balance Sheet of Internet International Communications, Ltd.
(the "Company") (A Development Stage Company), as of April 30, 1999, and the
related Statements of Operations, Stockholders' Equity, and Cash Flows for the
period May 1, 1998 to April 30, 1999. These financial statements are the
responsibility of the Company's management. My responsibility is to express an
opinion on these financial statements based on my audit.
I conducted my audit in accordance with generally accepted auditing standards.
Those standards require that I 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 statement presentation. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. I believe that my audit provides a reasonable basis for
my opinion.
In my opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Internet International
Communications, Ltd., (A Development Stage Company), as of May 1, 1998 to
April 30, 1999, in conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note 3 to the financial
statements, the Company has had limited operations and have not commenced
planned principal operations. This raises substantial doubt about its ability
to continue as a going concern. Management's plan in regard to these matters is
also described in Note 3. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
/s/ G. Brad Beckstead, CPA
--------------------------
Las Vegas, Nevada
January 3, 2000
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<PAGE>
Internet International Communications, Ltd.
(A Development Stage Company)
Balance Sheet
April 30, 1999
<TABLE>
<S> <C>
Assets
Cash $108,087
Office equipment, net 8,733
Web development costs, net 38,471
Organizational costs, net 17,115
--------
Total Assets $172,406
========
Liabilities and Stockholders' Equity
Due to affiliate $ 10,784
Convertible debt 135,088
Shareholder loan 6,170
--------
Total Liabilities 152,042
Common stock, $0.001 par value, 200,000,000 shares authorized;
6,334,250 shares issued and outstanding at 4/30/99 6,334
Preferred stock, $0.001 par value, 20,000,000 shares authorized;
no shares issued and outstanding at 4/30/99 -0-
Additional paid-in capital 69,628
Retained earnings (55,598)
--------
Total Stockholders' Equity 20,364
--------
Total Liabilities and Stockholders' Equity $172,406
========
</TABLE>
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<PAGE>
Internet International Communications, Ltd.
(A Development Stage Company)
Income Statement
For the period
May 1, 1998 to April 30, 1999
<TABLE>
<S> <C>
Revenue $ -0-
General and administrative expenses 40,742
Depreciation and amortization 12,090
---------
Net income or (loss) $ (52,832)
=========
Weighted average number of
common shares outstanding 6,334,250
Net income or (loss) per share $ (.01)
=========
</TABLE>
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<PAGE>
Internet International Communications, Ltd.
(A Development Stage Company)
Statement of Changes in Stockholders' Equity
For the period
May 1, 1998 to April 30, 1999
<TABLE>
Deficit
Accumulated
Additional During Total
Common Stock Subscription Paid-in Development Stockholders'
Shares Amount Receivable Capital Stage Equity
--------- ------ --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
June 17, 1998
Issued for cash 5,372,153 $5,372 $ 0 $69,628 $ 0 $75,000
April 30, 1999
Issued for cash 962,097 962 0 0 0 962
Net Loss,
June 30, 1997
(inception) to
April 30, 1998 0 0 0 0 (2,766) (2,766)
Net Loss,
May 1, 1998 to
April 30, 1999 0 0 0 0 (52,832) (52,832)
--------- ------ ------ ------ -------- -------
Balance as of
April 30, 1999 6,334,250 $6,334 0 $69,628 $(55,598) $20,364
========= ====== ====== ======= ======== =======
</TABLE>
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<PAGE>
Internet International Communications, Ltd.
(A Development Stage Company)
Statement of Cash Flows
For the period
May 1, 1998 to April 30, 1999
<TABLE>
<S> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (52,832)
Depreciation and amortization 12,090
Increase in web development costs (48,088)
Increase in organizational costs (17,405)
---------
Net cash used by operating activities (106,235)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of office equipment 10,916
---------
Net cash used by investing activities (10,916)
CASH FLOWS FROM FINANCING ACTIVITIES
Increase in due to affiliate 8,018
Increase in convertible debt 135,088
Increase in shareholder loan 6,170
Issuance of capital stock 6,334
Additional paid-in capital 69,628
---------
Net cash provided by financing activities 225,238
Beginning cash, May 1, 1998 -0-
Ending cash, April 30, 1999 108,087
=========
NON-CASH TRANSACTIONS
Interest expense -0-
Income taxes -0-
</TABLE>
See accompanying notes
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<PAGE>
Internet International Communications, Ltd.
(A Development Stage Company)
Footnotes
April 30, 1999
Note 1 - History and organization of the company
The Company was organized June 30, 1997 (Date of Inception) under the laws of
the State of Nevada, as Internet International Communications, Ltd. The Company
has no operations and in accordance with SFAS #7, the Company is considered a
development stage company. The Company is authorized to issue 200,000,000
shares of $0.001 par value common stock and 20,000,000 shares of $0.001 par
value preferred stock.
On June 17, 1998, the Company issued 5,372,153 shares of its $0.001 par value
common stock to investors for cash in the amount of $75,000.00. $5,372.00
represents common stock, and $69,628.00 represents additional paid-in capital.
On April 30, 1999, the Company issued 962,097 shares of its $0.001 par value
common stock to investors for cash in the amount of $962.00.
There have been no other issuances of common or preferred stock.
Note 2 - Accounting policies and procedures
Accounting policies and procedures have not been determined except as follows:
1. The Company uses the accrual method of accounting.
2. The cost of organization, $17,405.00, is being amortized over a period of
60 months (April 1, 1999 through March 31, 2004).
3. The cost of web development, $48,088, is being amortized over a period of
60 months (May 1, 1998 through April 30, 2003).
4. Earnings per share are computed using the weighted average number of
shares of common stock outstanding.
5. The Company has not yet adopted any policy regarding payment of dividends.
No dividends have been paid since inception.
6. The cost of equipment is depreciated over the estimated useful life of the
equipment utilizing the straight-line method of depreciation.
7. The Company will review its need for a provision for federal income tax
after each operating quarter and each period for which a statement of
operations is issued.
8. The Company has adopted April 30 as its fiscal year end.
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<PAGE>
Internet International Communications, Ltd.
(A Development Stage Company)
Footnotes
April 30, 1999
Note 3 - Going concern
The Company's financial statements are prepared using the generally accepted
accounting principles applicable to a going concern, which contemplates the
realization of assets and liquidation of liabilities in the normal course of
business. However, the Company has not commenced its planned principal
operations. Without realization of additional capital, it would be unlikely for
the Company to continue as a going concern.
Note 4 - Convertible debt
$135,088 was loaned to the Company. The lenders have the option to convert the
debt to common shares at $1.00 per share. No conversions have been made as of
April 30, 1999.
Note 5 - Shareholder loan
$6,170 was loaned to the Company by a shareholder and director. No repayment
terms have been established.
Note 6 - Related party transactions
The officers and directors of the Company are involved in other business
activities and may, in the future, become involved in other business
opportunities. If a specific business opportunity becomes available, such
persons may face a conflict in selecting between the Company and their other
business interests. The Company has not formulated a policy for the resolution
of such conflicts.
Note 7 - Warrants and options
There are no warrants or options outstanding to acquire any additional shares
of common stock.
Note 8 - Year 2000 issue
The Year 2000 issue arises because many computerized systems use two digits
rather than four to identify a year. Date-sensitive systems may recognize the
year 2000 as 1900 or some other date, resulting in errors when information
using year 2000 dates is processed. In addition, similar problems may arise in
systems, which use certain dates in 1999 to represent something other than a
date. The effects of the Year 2000 issue may be experienced before, on, or
after January 1, 2000, and if not addressed, the impact on operations and
financial reporting may range from minor errors to significant system failure,
which could affect an entity's ability to conduct normal business operations.
It is not possible to be certain that all aspects of the Year 2000 issue
affecting the entity, including those related to the efforts of customers,
suppliers, or other third parties will be fully resolved.
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<PAGE>
UNAUDITED PRO FORMA CONDENSED FINANCIAL INFORMATION
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
(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 11,000,000 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. The Registrant pursuant to the Agreement
cancelled 7,500,000 shares of common stock of the Company. After the effect of
the cancellation and issuance of new shares pursuant to 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.
Attached are the unaudited pro forma condensed financial statements, which
include the unaudited pro forma condensed balance sheet as of December 31, 1999
and the unaudited pro forma condensed statement of operations of the Company
and Internet International Communications, Ltd. (INICOM) for the year ended
December 31, 1999, and related notes thereto. The unaudited pro forma condensed
balance sheet assumes the acquisition had been consummated on
December 31, 1999. The unaudited pro forma statement of operations, including
the weighted average number of shares used in the calculation of the pro forma
per share data, assume the acquisition had been consummated on January 1, 1999.
The unaudited pro forma financial information reflects the allocation of the
purchase price of INICOM. based upon current estimates of the fair values of
assets acquired and liabilities assumed. The final allocation of the purchase
price may vary as additional information is obtained and, accordingly, the
ultimate allocation may differ from that used in the unaudited pro forma
condensed financial information.
The unaudited pro forma condensed financial statements are based on the
historical financial statements of the Company and INICOM. They are not
necessarily indicative of the combined entity's operations had the acquisition
actually occurred on the dates indicated, nor are they necessarily indicative
of future operations. The pro forma adjustments and the assumptions on which
they are based are described in the accompanying notes to these statements.
The unaudited pro forma condensed financial statements are based on and should
be read in conjunction with the historical financial statements and related
notes thereto of the Company and the historical financial statements and notes
thereto of INICOM for the year ended April 30, 1999.
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<PAGE>
2DOBIZ.COM, INC. (FORMERLY KNOWN AS INTERLOCK SERVICES, INC.)
UNAUDITED PRO FORMA CONDENSED BALANCE SHEET
DECEMBER 31, 1999
<TABLE>
Internet Pro Forma
Interlock International Adjustments Pro Forma
Historical Historical (Note 2) Combined
---------- ----------- ----------- ---------
<S> <C> <C> <C> <C>
ASSETS
Current assets:
Cash $ - $ 14,002 $ (1,000)(a) $ 13,002
Prepaid expenses and other - 1,878 - 1,878
-------- -------- -------- --------
Total current assets - 15,880 (1,000) 14,880
Property and equipment, net - 19,755 - 19,755
Website development, net - 194,767 488,500 683,267
Other assets - 47 262,500 262,547
-------- -------- -------- --------
Total assets $ - $230,449 $750,000 $980,449
======== ======== ======== ========
LIABILITIES AND SHAREHOLDER'S EQUITY
Current liabilities:
Due to affiliate $ - $114,232 - $114,232
Convertible debt - 136,307 - 136,307
Shareholder loan - 7,989 - 7,989
-------- -------- -------- --------
Total current liabilities - 258,528 - 258,528
Total liabilities - 258,528 - 258,528
Common stock, par value
$0.001 11,000,000 shares
issued and outstanding 11,000 7,087 (7,087) 11,000
Additional paid in capital - 207,305 748,087 955,392
Shareholder's equity
(deficit) (11,000) (242,471) 9,000 (244,471)
-------- -------- -------- --------
Total liabilities and stock
holders' equity (deficit) $ - $230,449 $750,000 $980,449
======== ======== ======== ========
</TABLE>
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<PAGE>
2DOBIZ.COM, INC. (FORMERLY KNOWN AS INTERLOCK SERVICES, INC.)
UNAUDITED PRO FORMA CONDENSED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1999
<TABLE>
Internet Pro Forma
Interlock International Adjustments Pro Forma
Historical Historical (Note 2) Combined
---------- ----------- ----------- ---------
<S> <C> <C> <C> <C>
Revenue: $ - $ - $ - $ -
Cost of revenue: - - - -
---------- ----------- ----------- ----------
Gross profit - - - -
Operating expenses:
General and administrative 185 186,873 1,000 188,058
---------- ----------- ----------- ----------
Total operating expenses 185 186,873 1,000 188,058
---------- ----------- ----------- ----------
Net loss $ (185) $ (186,873) $ (1,000) $ (188,058)
========== =========== =========== ==========
Basic net loss per share $ (0.00) $ (0.01)
========== ==========
Shares used in computing
basic net loss per share 16,671,000 16,671,000
========== ==========
</TABLE>
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<PAGE>
NOTES TO UNAUDITED PRO FORMA CONDENSED FINANCIAL STATEMENTS
1. GENERAL
The Company will account for the acquisition as a purchase business
combination. The accompanying unaudited pro forma condensed financial
statements reflect an estimated aggregate purchase price of approximately
$750,000, consisting of the fair value of common stock issued as well as
transaction costs.
2. UNAUDITED PRO FORMA CONDENSED BALANCE SHEET
The accompanying unaudited pro forma condensed balance sheet has been prepared
as if the acquisition was consummated on December 31, 1999. Pro forma
adjustments were made:
(a) To record consideration given in acquisition of INICOM:
Stock given to INICOM shareholders $750,000
Transaction costs 1,000
--------
Total purchase price $751,000
========
(b) To record allocation of purchase price to the assets of INICOM:
Website Technology $448,500
Excess of cost over fair value of
net assets acquired 262,500
--------
Net assets acquired $751,000
========
(c) To record the cancellation of 7,500,000 shares of common stock and the
issuance of 7,500,000 shares of the Company's common stock to the shareholders
of INICOM.
The allocation of the purchase price to in-process research and development,
acquired technology, workforce and trademarks was based upon an independent
valuation.
(c) To record elimination of INICOM shareholder's equity.
(d) To record elimination of INICOM historical intangible assets.
3. UNAUDITED PRO FORMA CONDENSED STATEMENT OF OPERATIONS
The accompanying unaudited pro forma condensed statement of operations has been
prepared as if the acquisition was consummated as of January 1, 1999. Pro
forma adjustments were made to reflect the:
(a) Amortization of acquired intangibles, with amortization periods of
three years for amounts allocated to acquired technology and the excess of cost
over fair value of net assets acquired.
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