SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-QSB
(Mark One)
[x] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended June 30, 2000
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from ______ to ________
Commission file number
0-27893
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2DOBIZ.COM, INC.
--------------------------------
(Name of small business issuer in its charter)
Nevada 77-0448262
------ ----------
(State of other jurisdiction of (IRS Employer
incorporation or organization Identification No.
122-1020 Mainland Street, Vancouver,
British Columbia Canada. V6B 2T4
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(Address of principal executive offices) (Zip Code)
Issuer's telephone number: (604) 602-2378
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
Yes [X] No[ ]
Number of shares outstanding of each of the issuer's classes of common stock,
as of August 7, 2000: 11,100,000 shares of common stock, par value $.001.
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2DOBIZ.COM, INC.
(A Development Stage Company)
TABLE OF CONTENTS
PAGE
PART I FINANCIAL INFORMATION
Item 1. Financial Statements .........................................3
Balance Sheet ................................................3
Statement of Operations for the Six Months Ended
June 30, 2000 and 1999 (unaudited) ...........................4
Statement of Operations for the Three Months Ended
June 30, 2000 and 1999 (unaudited) ...........................4
Statement of Cash Flows For the Six Months Ended
June 30, 2000 and 1999 (unaudited) ...........................5
Notes to Condensed Financial Statements
as of June 30, 2000 (unaudited) ..............................6
Item 2: Management's Discussion and Analysis of
Financial Condition and Results of Operations ...............10
Liquidity and Capital Resources .............................10
Part II: Other Information ...........................................11
Item 1: Legal Proceedings ...........................................11
Item 2: Changes in Securities .......................................11
Item 3: Defaults Upon Senior Securities .............................11
Item 4: Submission of Matters to a Vote of
Security Holders ............................................11
Item 5: Other Information ...........................................11
Item 6(a): Exhibits ....................................................11
Item 6(b): Reports on Form 8-K .........................................11
SIGNATURES .............................................................12
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2DOBIZ.COM, INC.
(A Development Stage Company)
PART I FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
<TABLE>
BALANCE SHEET
<CAPTION>
June 30, December 31, December 31,
2000 1999 1999
(unaudited) (unaudited)
----------- ----------- -----------
(Proforma)
<S> <C> <C> <C>
Cash $ 156,354 $ - $ 13,002
Prepaid Assets 12,196 - 1,878
----------- ----------- -----------
Total Current Assets 168,550 - 14,880
Property and Equipment 62,209 - 19,755
Website Development 805,320 - 683,267
Other Assets 164,533 - 262,547
----------- ----------- -----------
Total Assets $ 1,200,612 $ - $ 980,449
----------- ----------- -----------
Liabilities
Accounts Payable $ 229,234 $ - $ -
Due to Affiliate 114,232 - 114,232
Notes Payable 184,296 - 144,296
----------- ----------- -----------
Current Liabilities 527,762 - 258,528
Shareholders' Equity
Common Stock, Par Value $.001
Authorized 100,000,000 shares
Issued 11,130,000, 11,000,000
shares as of June 30, 2000, and
December 31, 1999 (Proforma) 11,130 1,000 11,000
Paid-In Capital 1,210,385 385 954,777
Retained Deficit (548,665) (1,385) (243,856)
----------- ----------- -----------
Total Stockholders' Equity 672,850 - 721,921
Total Liabilities and
Shareholders' Equity $ 1,200,612 $ - $ 980,449
----------- ----------- -----------
<FN>
The accompanying notes are integral part of these financial statements
</TABLE>
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2DOBIZ.COM, INC.
(A Development Stage Company)
PART I FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
<TABLE>
STATEMENTS OF OPERATIONS (Unaudited)
<CAPTION>
For the Three Months Ended June 30,
2000 1999
------------ ------------
(Proforma)
<S> <C> <C>
Revenues $ - $ -
Expenses 183,255 15,000
Depreciation and Amortization 13,000 2,000
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Net Loss $ (196,255) $ (17,000)
============ ============
Basic & Diluted loss per share $ (0.02) $ (0.00)
============ ============
Weighted Average Basic & Diluted
Shares Outstanding 11,130,000 9,934,250
============ ============
<FN>
The accompanying notes are integral part of these financial statements
</TABLE>
<TABLE>
STATEMENTS OF OPERATIONS (Unaudited)
<CAPTION>
For the Six Months Ended June 30,
2000 1999
------------ ------------
(Proforma)
<S> <C> <C>
Revenues $ - $ -
Expenses 281,309 35,050
Depreciation and Amortization 23,500 8,100
------------ ------------
Net Loss $ (304,809) $ (43,150)
============ ============
Basic & Diluted loss per share $ (0.03) $ (0.00)
============ ============
Weighted Average Basic & Diluted
Shares Outstanding 11,030,000 9,834,250
============ ============
<FN>
The accompanying notes are integral part of these financial statements
</TABLE>
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2DOBIZ.COM, INC.
(A Development Stage Company)
PART I FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
<TABLE>
STATEMENT OF CASH FLOWS (Unaudited)
<CAPTION>
PROFORMA For the Six Months Ended
2000 1999
---------- ----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (Loss) $ (304,809) $ (43,150)
Adjustments to Reconcile
Net Income (Loss) to Net Cash Provided
By (Used In) Operating Activities
Depreciation and Amortization 23,500 8,100
(Increase) Decrease in:
Prepaid Expenses (10,318) -
Other assets 98,014 (17,155)
Increase (Decrease) in:
Accounts Payable 229,234 -
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NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES 35,621 (52,205)
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CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of Equipment (52,267) (10,916)
Capitalized Website Costs (135,740) (62,408)
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NET CASH USED IN INVESTMENT ACTIVITIES (188,007) (73,324)
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CASH FLOW FROM FINANCING ACTIVITIES
Issuance of Common Stock, net 255,738 75,962
Increase in Long Term Debt, net 40,000 145,088
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NET CASH PROVIDED BY FINANCING ACTIVITIES 295,738 221,050
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NET INCREASE (DECREASE) IN CASH 143,352 95,521
CASH AT JANUARY 1, 13,002 2,006
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CASH AT JUNE 30, $ 156,354 $ 97,527
========== ==========
<FN>
The accompanying notes are integral part of these financial statements
</TABLE>
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2DOBIZ.COM, INC.
(A Development Stage Company)
PART I FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
NOTES TO FINANCIAL STATEMENTS FOR THE SIX MONTHS
ENDED JUNE 30, 2000 (Unaudited)
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization
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 September 23, 1996 to July 9, 1999 and was considered dormant.
Effective January 16, 2000 (the Acquisition Date) the Company acquired the web
development business from Internet International Communications, Ltd. (IIC) in
an exchange of common stock of the Company for the assets and liabilities of
IIC. The merger transaction was completed on January 18, 2000. The acquisition
was accounted for under the purchase method of accounting. Accordingly, the
acquired assets and liabilities were recorded at fair market value, deemed to
be the net book value carried by IIC. The difference between fair market value
and purchase price was charged to goodwill and website development costs.
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Nature of Business
The Company is a web-based company, which provides services designed to empower
small and medium sized businesses to reach their full business potential.
The Company is a business hub with a strong focus and concentration on the
Asian market. It has created a single point of contact between
the business and a 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"). Successful aggregation of
these target users will only occur in parallel with an aggregation of the
international collection of global and regional financiers, trading partners,
technologists, and other outsource infrastructure/service providers that SME's
find to be valuable.
Basis of Presentation
The accompanying unaudited condensed financial statements and related notes
have been prepared pursuant to the rules and regulations of the Securities and
Exchange Commission for Form 10-QSB. Accordingly, they do not include all of
the information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of management,
all adjustments, consisting of a normal recurring nature and considered
necessary for a fair presentation, have been included. It is suggested that
these financial statements are read in conjunction with the financial
statements and notes thereto included in the Company's annual report on
Form 10-KSB for fiscal year ended December 31, 1999, and Form 8-K/A filed
April 10, 2000 reflecting the operations of 2dobiz.com, Inc. (formerly known as
Internet International Communications, Ltd.) The results of operations for the
six month period ended June 30, 2000 may not be indicative of the operating
results for the year ended December 31, 2000. For further information, refer
to the financial statements and notes thereto included in the Company's
Form 10-KSB and Form 8-K.
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Reclassifications:
Certain June 30, 1999 balances have been reclassified to conform to the
June 30, 2000 financial statement presentation.
Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers all highly
liquid debt instruments purchased with a maturity of three months or less to
be cash equivalents to the extent the funds are not being held for investment
purposes.
NOTE 2 - INCOME TAXES
As of June 30, 2000, the Company had a net operating loss carryforward
for income tax reporting purposes of approximately $530,000 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.
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NOTE 3 - DEVELOPMENT STAGE COMPANY
The Company has not commenced its planned principal operations and as common
with development stage companies, the Company has had recurring losses.
NOTE 4 - GOING CONCERN
The Company's financial statements were 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. The Company had not commenced its planned principal operations. Prior
to the merger, 2dobiz.com, Inc. sustained significant losses and has negative
working capital. Without the realization of additional capital, it may
be unlikely for the Company to continue as a going concern.
NOTE 5 - MERGER TRANSACTION
On January 16, 2000 the Company entered into an AGREEMENT AND PLAN OF
REORGANIZATION ("Agreement") between INTERLOCK SERVICES, INC., (ISI) a Nevada
corporation, INTERNET INTERNATIONAL COMMUNICATIONS, LTD. (IIC), a Nevada
corporation and the persons (the "Shareholders"), being the owners of record
of all of the issued and outstanding common stock of IIC.
IIC exchanged 7,500,000 shares of common stock for 7,500,000 shares of ISI.
IIC pursuant to the Agreement became a wholly-owned subsidiary of the
Company and changed its name to 2DOBIZ.COM, INC.
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Item 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The following discussion of the results of operations and financial
condition should be read in conjunction with the audited financial statements
and related notes appearing subsequently under the caption "Financial
Statements".
Cautionary Statement on Forward-Looking Statements
From time to time, the Company may make oral and written statements that may
constitute "forward-looking statements" as defined in the Private Securities
Litigation Reform Act of 1995 (the "PSLRA") or by the Commission in its rules,
regulations and releases. The Company desires to take advantage of the "safe
harbor" provisions in the PSLRA for forward-looking statements made from time
to time, including, but not limited to, the forward-looking statements
relating to the Company contained in this Form 10-QSB.
The Company cautions readers that any such forward-looking statements
made by or on behalf of the Company is based on management's current
expectations and beliefs but are not guarantees of future performance. Actual
results could differ materially from those expressed or implied in the
forward-looking statements.
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 September 23, 1996 to July 9, 1999 and was considered dormant. On
July 9, 1999, the Company obtained a Certificate of renewal from the State of
Nevada. Since July 9, 1999 through January 16, 2000, the Company was a
development stage business, and had not commenced planned principal operations.
On January 16, 2000 the company entered into an agreement and plan of
Reorganization. The acquired company pursuant to the Agreement became a
wholly-owned subsidiary of the Company and changed its name to 2DOBIZ.COM, INC.
The Company is a web-based company that provides services designed to empower
small and medium sized businesses to reach their full business potential.
The Company is a business hub. It also created a single point of contact
between the business and a rich, comprehensive collection of web and
information technology tools. Its users will are the international community of
owners, managers, and staff of small and medium businesses ("SMEs"). Successful
aggregation of these users will only occur in parallel with an aggregation of
the international collection of global and regional financiers, trading
partners, technologists, and other outsource infrastructure/service providers
that SME's find to be valuable.
On June 7, 2000, the Company entered into a joint venture agreement and
operations with EZGOTO.com based in Taiwan. The joint venture provides a
strategic presence with a premier Asian consumer Internet site.
On June 13, 2000, the Company announced that it signed an agreement with
Amadeus Global Travel Distribution SA to provide global on-line travel services
and develop wireless application protocol (WAP) enabled travel services.
SIX MONTHS ENDED JUNE 30, 2000 COMPARED TO SIX MONTHS ENDED JUNE 30, 1999
RESULTS OF OPERATIONS. The Company continues to increase its presence and
exposure in the business to business market on the Internet. The Company
has not begun to generate revenues.
The Company's total general and administrative expenses increased by $246,000
or 702.9%, for the six months ended June 30, 2000 compared to June 30, 1999.
The increased costs and services required by the business are related
to the Company's activities in preparation for expanding its business model and
hiring software developers, going public and legal fees as well as an increase
in administration personnel. The Company believes that it will continue to
incur significant costs relative to its personnel and business development
as it moves into the Asian marketplace in promoting the Company's B2B model for
small to medium size enterprises. The Company has continued to increase its
presence and influence in the Asian market and the efforts associated with
these efforts are considerable and will be considerable for the future. The
Company believes that these efforts and expenditures are warranted for its
development.
THREE MONTHS ENDED JUNE 30, 2000 COMPARED TO THREE MONTHS ENDED JUNE 30, 1999
RESULTS OF OPERATIONS. The Company continues to increase its presence and
exposure in the business-to-business market on the Internet. The Company
has not begun to generate revenues from these efforts. The Company is still
developing the revenue streams that its business model is focused on.
The Company's total general and administrative expenses increased by $168,000
or 1102.0%, for the three months ended June 30, 2000 compared to June 30, 1999.
The increased costs and services required by the business are related
to the Company's activities in preparation for expanding its business model and
hiring software developers, consulting and legal fees as well as an increase
in administration personnel. The Company believes that it will continue to
incur significant costs relative to its personnel and business development
as it moves into the Asian marketplace in promoting the Company's B2B model for
small to medium size enterprises.
LIQUIDITY AND CAPITAL RESOURCES
As of June 30, 2000, the Company and management believe that the need to raise
adequate cash resources to fund current operations and future expansion plans
is a necessity. The Company is in various discussions with financing sources
for the Company's business development. The Company received $300,000 in
private financing pursuant to a private placement. The Company currently is
raising funds through a private placement. There can be no assurance, however,
that the Company's actual capital needs will not exceed anticipated levels, or
that the Company will generate revenues to fund its operations in the absence
of other sources or this contemplated financing currently being conducted or
in the future.
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PART II. OTHER INFORMATION
Item 1: Legal Proceedings
NONE
Item 2: Changes in Securities
Recent Sales of Unregistered Securities
During the six months ended June 30, 2000 the Company made the
following issuances and sales of securities in reliance upon the exemption
provided by Section 4(2) of the Securities Act of 1933.
On January 18, 2000, the merger date between Interlock Services,
Inc. and Internet International Communications, Ltd., pursuant to the merger
agreement, 7,500,000 common shares were issued by the Company in exchange for
7,500,000 shares of common stock.
During the three months ended June 30, 2000, the Company issued an
aggregate 100,000 common shares for consulting services to Alexis Capital Corp.
Item 3: Defaults Upon Senior Securities
NONE
Item 4: Submission of Matters to a Vote of Security Holders
NONE
Item 5: Other Information
NONE
Item 6: Exhibits and Reports on Form 8-K
(a) Exhibits
NONE
(b) The Company filed a change in Registrant's certifying
accountant Dated April 3, 2000 on Form 8K
The Company filed a Change in Control of Registrant
Dated April 10, 2000 on Form 8-K/A
The Company on April 24, 2000, filed a Form 8-K/A
The Company on May 31, 2000, filed a Form 8-K/A
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
2DOBIZ.COM, INC.
----------------
(Registrant)
Date: August 14, 2000 By: /s/ David Roth, Ph.D.
---------------------
David Roth, Ph.D.
Chief Executive Officer
(Duly Authorized Signatory)
Date: August 14, 2000 By: /s/ Kenneth Yonika
---------------------
Kenneth Yonika, CPA
Chief Financial Officer
(Duly Authorized Signatory)
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