UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-KSB/A
[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
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2DOBIZ.COM, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NEVADA 77-0448262
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(STATE OR OTHER JURISDICTION OF (I.R.S. 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)
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 May 26, 2000, was approximately
$24,975,000.
As of May 26, 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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PART II
ITEM 5 IS AMENDED TO CORRECT A TYPOGRAPHICAL ERROR IN THE NUMBER OF BENEFICIAL
SHAREHOLDERS AND SHAREHOLDES OF RECORD.
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 May 26, 2000, the closing price of the Company's common stock (which
currently trades under the symbol DOBZ) on the OTC-BB Market was $ 3 1/2 per
share. The Company has approximately 100 holders of record of its common stock
and estimates that it has approximately 500 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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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.
PART IV
ITEM 14 IS AMENDED TO CORRECT TYPOGRAPHICAL ERRORS IN THE AUDITORS FINANCIAL
STATEMENTS REFLECTING THE STATED VALUE OF COMMON STOCK AND ADDITIONAL PAID IN
CAPITAL AND RETAINED DEFICIT, AND FOOTNOTE 6 TO THE FINANCIAL STATEMENTS.
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.
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<PAGE>
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
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<PAGE>
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
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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 11,000 17,500
Additional paid-in capital - -
Accumulated deficit - development stage (11,000) (17,700)
----------- -----------
Total stockholders' equity (deficit) - (200)
----------- -----------
Total liabilities and
stockholders' equity (deficit) $ - $ -
----------- -----------
</TABLE>
See accompanying notes.
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<PAGE>
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.
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<PAGE>
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 16,500 - (16,500)
---------- --------- -------- --------
Restated balance January 1, 1997 17,500,000 17,500 - (17,500)
Net loss - - - (100)
---------- --------- -------- --------
Balance at December 31, 1997 17,500,000 17,500 - (17,600)
Net loss - - - (100)
---------- --------- -------- --------
Balance at December 31, 1998 17,500,000 17,500 - (17,700)
Capital contributed
by shareholder - - 385 -
Cancellation Common stock
December 10, 1999 (6,500,000) (6,500) (385) 6,885
Net Loss - - - (185)
---------- --------- -------- --------
Balance at December 31, 1999 11,000,000 $ 11,000 $ - $(11,000)
---------- --------- -------- --------
</TABLE>
See accompanying notes.
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<PAGE>
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(s) 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.
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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 financial 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.
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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 a 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 the Board of Directors
authorized a 17.5 to 1 forward stock split and received the majority vote of
shareholder approval. As a result of the split, as additional 16,500,000 shares
were issued. 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.
In connection with the December 10, 1999 stock split, par value of the common
stock issued and outstanding exceeded contributed capital. The Company recorded
a one time adjustment to retained deficit to reflect the contributed capital
deficiency as of December 31, 1999 and 1998. The net effect to retained deficit
as of December 31, 1999 was $9,615 charge reflecting the capital contribution of
$385 during fiscal year 1999.
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.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this Amendment to the
report on Form 10-KSB 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: May 26, 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 May 26, 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
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