UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549

                           FORM 10-QSB

        QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
             OF THE SECURITIES EXCHANGE ACT OF 1934

              For the quarter ended March 31, 2001

                               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
                             0-27983
                          -------------

                        2DOBIZ.COM, 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
                         --------------

 Check whether the Registrant (1) has filed all reports required to be
 filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
 during the preceding 12 months, and (2) has been subject to such filing
 requirements for the past 90 days. Yes |  |  No |X|

      As of May 8, 2001 there were 18,478,032 shares of the Registrant's
    common stock, of par value $0.001 issued and outstanding.


                                1




                               2DOBIZ.COM, INC.
                 MARCH 31, 2001 QUARTERLY REPORT ON FORM 10-QSB
                               TABLE OF CONTENTS


                                                                   Page Number

         Special Note Regarding Forward Looking Information............. 3

                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements........................................... 4
Item 2.  Management's Discussion and Analysis of Financial Condition
          and Results of Operations..................................... 6
Item 3.  Quantitative and Qualitative Disclosures About Market Risk..... 7

                          PART II - OTHER INFORMATION

Item 1.  Legal Proceedings.............................................. 7
Item 2.  Changes in Securities and Use of Proceeds...................... 7
Item 3.  Defaults Upon Senior Securities................................ 7
Item 4.  Submission of Matters to a Vote of Security Holders............ 7
Item 5.  Other Information.............................................. 7
Item 6.  Exhibits and Reports on Form 8-K............................... 8


                                       2




               SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

      To the extent that the information presented in this
Quarterly Report on Form 10-QSB for the quarter ended March 31,
2001, discusses financial projections, information or
expectations about our products or markets, or otherwise makes
statements about future events, such statements are forward-
looking. We are making these forward-looking statements in reliance
on the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. Although we believe that the expectations
reflected in these forward-looking statements are based on
reasonable assumptions, there are a number of risks and
uncertainties that could cause actual results to differ
materially from such forward-looking statements. These risks and
uncertainties are described, among other places in this Quarterly
Report, in "Management's Discussion and Analysis of Financial
Condition and Results of Operations".

      In addition, we disclaim any obligations to update any
forward-looking statements to reflect events or circumstances
after the date of this Quarterly Report. When considering such
forward-looking statements, you should keep in mind the risks
referenced above and the other cautionary statements in this
Quarterly Report.


                                       3




PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

        Report of Reviewing Independent Accountant.....................F-1
        Consolidated Balance Sheet as of March 31, 2001................F-2
        Consolidated Statements of Operations
          for the three months ended March 31, 2001 and 2000...........F-3
        Consolidated Statements of stockholders' equity (deficit)......F-4
        Consolidated Statements of Cash Flows
          for the three months ended March 31, 2001 and 2000...........F-5
        Notes to Consolidated Financial Statements.....................F-6


                                       4




ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
         AND PLAN OF OPERATION.

The following discussion of the results of operations and
financial condition should be read in conjunction with the
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 as of March 31, 2001 is a development stage
enterprise.

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 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 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.

During 2000, the Company endeavored to develop a number of
strategic relationships and joint ventures through which it could
promote a variety of services including web design, hosting,
accounting and other consulting services.  In addition management
announced numerous relationships, joint ventures and other
agreements that did not come to fruition because of capital
constraints.

One of the relationships led to the completion of a joint venture
agreement on August 28, 2000, as further amended and revised on
December 1, 2000 with China National Machinery Import and Export
Corporation (CMC) located in Beijing, China. CMC is the major
state-owned trade entity in China organized to facilitate the
import and export of machinery and electrical products.

The joint venture, known as ChinEx International Ltd., will
assist China to increase its exports -- now exceeding $400
billion a year. The venture will serve as an intermediary in the
import and export of all goods and services between Chinese and
Western enterprises by creating a proprietary Internet hub to
create marketing opportunities for small and medium-sized
enterprises ("SME's"). In addition, the new company will make it
easier for Western buyers to locate products manufactured by
small to mid-sized Chinese companies using e-procurement.

ChinEx represents a new way to do business with the SME's within
China.  Its single point of reference shifts the burden of
sourcing.  Regardless of whether buying or selling for the SME's
within China, all transactions are managed by ChinEx that can
efficiently assist in the determination of which of its vendors
best serves its customer's requirements.  The Company will assist
ChinEx in establishing the technological needs in coming to the
forefront of global B2B service.

In  turn, the Company will seek to use its successes with  ChinEx
to  establish  joint  venture arrangements with  other  similarly
situated  trading  companies servicing SME's in other  countries.
The  additional trading companies offer further opportunities for
the latest B2B procurement and supply chain management techniques
used  by a small number of gatekeepers allowing resources to flow
to and from the most efficient markets.

In changing its focus toward the establishment of global trading
company partnerships, management recognizes the need to
differentiate the value-added services it brings in simplifying
the procurement process.  In the judgment of management, only the
largest western companies have the resources to shop and use
world markets effectively.  Language barriers, trade
restrictions, laws, customs, distrust and distance all are
impediments for small and medium sized companies seeking to
procure goods internationally.


                                5

Using Internet e-procurement technologies, ChinEx and other  such
companies  that are willing to assume all of the responsibilities
of   a  mature  and  responsible  broadly-capable  supplier   can
eliminate  most  of  the  risk and much  of  the  time  and  cost
associated   with  establishing  highly  cost-effective   foreign
sources for small to medium sized companies.

By  strategically  aligning itself with  trading  companies  like
ChinEx  throughout the world, 2dobiz.com can assist its  partners
in  creating  efficient  markets and huge  trading  volumes.  The
strength   of   management  is  in  identifying   and   nurturing
relationships  with  strategic  partners  and  assisting  in  the
implementation  of  technologies that will make  the  procurement
process most effective. Those technologies include Internet  B2B,
Intranet, ERP, EDI, and VoIP, to name a few.

Management   plans   to  focus  on  marketing  and   relationship
management.

It  is  anticipated  that the Company will  begin  operations  of
ChinEx  in  the  fourth quarter. Revenues will be generated  from
fees  for services provided to the joint venture as well as  from
profit  sharing.  As no revenues are earned by the joint  venture
until  such time as goods or services ship, significant  revenues
and  earnings  are  not  anticipated until  late  in  the  fourth
quarter.

RESULTS OF OPERATIONS. The Company is a development stage
enterprise.  All efforts have been directed toward fulfilling the
business plan.  The refocus on developing and promoting joint
venture relationships that can be promoted by the Company will
conserve capital and shift much of the infrastructure costs to
the joint venture.  The Company will endeavor to charge its joint
venture partners certain fees to offset the costs of marketing,
promoting and managing the Company.

In  2000,  the  Company  incurred losses of $1,022,180  primarily
related  to  stock  issued to consultants for services  rendered,
Internet development costs and the related salaries and operating
expenses  related  thereto.  There were  no  revenues  beyond  de
minimus expense reimbursements.

The Company's total losses for three months ended March 31, 2001
were $1,647,888 primarily related to stock issued to consultants
for services rendered, Internet development costs and the related
salaries and operating expenses related thereto.  There were no
revenues beyond de minimus expense reimbursements.

The Company has issued shares of common stock to satisfy certain
obligations for professional services. The Company believes that
it may need to issue additional shares of the Company's common
stock to satisfy further outstanding obligations. These issuances
of common stock are explained in Item 2 - Recent Sale of
Unregistered Securities.





THREE MONTHS ENDED MARCH 31, 2001 COMPARED TO THREE MONTHS ENDED
MARCH 31, 2000

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 March 31, 2001, the Company had $37,582 in cash and 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 may have
insufficient cash resources to fund the Company's operations
through fiscal 2001.

The Company as of March 31,2001 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.

The Company has also used the issuance of common stock of the
Company to satisfy certain obligations. The Company believes that
it will continue to use the issuance of common stock to satisfy
certain obligations.



                                6


STATUS OF PUBLICLY ANNOUNCED PRODUCTS AND SERVICES

On January 2, 2001 the Company announced that it has signed a
joint venture with China National Machinery Import and Export
Corporation (CMC) located in Beijing, China. CMC is the major
state-owned trade entity in China organized to facilitate the
import and export of machinery and electrical products. The
Company believes that it may be able to pursue this venture and
intends to receive certain fees from the joint venture for
services it performs for the company, including providing senior
management.


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
        Not Applicable.

PART II - OTHER INFORMATION




ITEM 1. LEGAL PROCEEDINGS.

None

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.

     Recent Sales of Unregistered Securities

During the three months ended March 31, 2001, 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.

The Company issued Joseph Chan 25,000 common shares on January 18, 2001.

The Company issued James Yang 25,000 common shares on January 18, 2001.

The Company issued Kevin Au 25,000 common shares on January 18, 2001.

The Company issued Jason Brown 15,000 common shares on January 18, 2001.

The Company issued Richard Zhang 20,000 common shares on January 18, 2001.

The Company issued Thomas Sandelier 800,000 common shares on February 1, 2001.

The Company issued James Capwill 200,000 common shares on February 1, 2001.
Mr. Capwill subsequently agreed to transfer these shares for the benefit
of the Company.

The Company issued Hugh Austin 2,025,000 common shares on March 19, 2001.

The Company issued Howard Farkar 200,000 common shares on March 19, 2001.

The Company issued Gary Kovacs 200,000 common shares on March 19, 2001.

The Company issued Vincent Molinari 200,000 common shares on March 19, 2001.

The Company issued Michael Starkman 200,000 common shares on March 19, 2001.

The Company issued Tammy Weisverg 100,000 common shares on March 29, 2001.


Each of the above persons is a sophisticated investor and each
has a business relationship with the Company.  All of the Shares
were issued pursuant to Section 4(2) of the Securities Act of
1933 and all of the Shares were issued without an underwriter.

All of the transactions referred to above are exempt from the
registration requirements of the Securities Act of 1933, as
amended, by virtue of Section 4(2) thereof covering transactions
not involving any public offering or involving no "offer" or "sale."

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

     NONE

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     NONE

ITEM 5. OTHER INFORMATION.

Effective as of January 2, 2001, 2dobiz.com, Inc. and Thomas
Sandelier executed a consulting agreement in which Sandelier will
provide services to the Company through December 31, 2001.  Those
services will include identification, selection, and development
of strategic business relations and opportunities for the Company
and general business advisory services.  2dobiz.com, Inc. issued
Sandelier 800,000 shares of its common stock as compensation at
execution of this agreement.  In addition, Sandelier shall be
entitled to reimbursement from 2dobiz.com, Inc. for all "out-of-
pocket" expenses incurred on behalf of the Company.

Effective as of January 2, 2001, 2dobiz.com, Inc. and James
Capwill executed a consulting agreement in which Capwill will
include identification, selection, and development of strategic
business relations and opportunities for the Company and general
business advisory services.  2dobiz.com, Inc. issued Capwill
200,000 shares of its stock at execution.  In addition, Capwill
shall be entitled to reimbursement from 2dobiz.com, Inc. for all
"out-of-pocket" expenses incurred on behalf of the Company.


                                7


Effective April 23, 2001, our board of directors approved a
change in the Company's independent auditors.  Previously, the
independent auditing firm of Pellerin & Company had issued
reports covering the year ended 1999 on 2dobiz.com, Inc.  None of
the reports of Pellerin & Company on the financial statements of
2dobiz.com, Inc. contained any adverse opinion or disclaimer of
opinion, or was qualified or modified as a uncertainty, audit
scope or accounting principles, nor have there been at any time,
disagreements between 2dobiz.com, Inc. and Pellerin & Company on
any matter of accounting principles or practices, financial
statement disclosure or auditing scope or procedure.

Effective April 23, 2001, the Company retained the accounting
firm of Meeks, Dorman & Company, P.A. to serve as our independent
accountants to audit our financial statements beginning with the
year ended December 31, 2000.  Prior to its engagement as our
independent auditors, Meeks, Dorman & Company, P.A. had not been
consulted by us either with respect to the application of
accounting principles to specific transaction or the type of
audit opinion that might be rendered on our financial statements
or on any other matter that was the subject of any prior
disagreement between us and our previous certifying accountants.


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

  a)   Exhibits.

       NONE

  b)   The Company filed an 8-K dated January 31, 2001 regarding
     its consulting contract with Hugh Austin dated November 8, 2000.

     The Company filed an S-8 dated February 1, 2001 regarding
     its payments in common stock for consulting contracts with
     Thomas Sandelier and James Capwill, both dated January 2,
     2001.

The Company filed a change in Registrant's certifying accountant
dated April 23, 2001 on Form 8-K.

                                   SIGNATURES

      In accordance with Section 13 or 15(d) of the Exchange Act,
the Registrant
caused this report to be signed on its behalf by the undersigned,
thereunto duly
authorized.

                                            2DOBIZ.COM, INC.


Dated: May 22, 2001                         By: /s/ David Roth,
                                                    CEO




                                8





           REPORT OF REVIEWING INDEPENDENT ACCOUNTANTS


To the Shareholders and Directors of
  2DoBiz.Com, Inc. (a development stage company)

We have reviewed the accompanying condensed balance sheet of
2DoBiz.Com, Inc., (a development stage company) as of March 31,
2001, and the related statements of operations and of cash flows
for the three-month period ended March 31, 2001. These financial
statements are the responsibility of the Company's management.

We have conducted our review in accordance with standards
established by the American Institute of Certified Public
Accountants. A review of interim financial information consists
principally of applying analytical procedures to financial data
and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an
audit conducted in accordance with auditing standards generally
accepted in the United States, the objective of which is the
expression of an opinion regarding the financial statements taken
as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material
modifications that should be made to the accompanying interim
financial statements referred to above for them to be in
conformity with generally accepted accounting principles.

We previously audited in accordance with generally accepted
auditing standards, the balance sheet as of December 31, 2000,
and the related statements of operations, of changes in
shareholders' equity and of cash flows for the year then ended
(not presented herein), and in our report dated May 10, 2001,
that was prepared assuming that 2DoBiz.Com,Inc. (a development
stage company) will continue as a going concern. The Company has
incurred operating losses since the date of inception and
requires additional capital to continue operations. These
conditions raise substantial doubt about the Company's ability to
continue as a going concern.  The financial statements do not
include any adjustments to reflect the possible effects on the
recoverability and classification of assets or the amounts and
classifications of liabilities that may result from the possible
inability of 2DoBiz.Com, Inc. (a development stage company) to
continue as a going concern. In our opinion, the accompanying
balance sheet information as of December 31, 2000, is fairly
stated, in all material respects with relation to the balance
sheet from which it has been derived.



Longwood, Florida
May 25, 2001



                                    F-1



                                2DOBIZ.COM, INC.

                         (A DEVELOPMENT STAGE COMPANY)

                      CONDENSED CONSOLIDATED BALANCE SHEET

                                                   March 31,   December 31,
                                                     2001           2001
                                                   -----------  -----------
(Unaudited)
                                     ASSETS

Current assets
  Cash                                             $    37,582  $    87,316
  Note receivable                                       66,895       22,073
  Prepaid expenses                                      15,204        7,988
                                                   -----------  -----------
  Total current assets                                 119,681      117,377

Furniture and equipment, net                             9,113       10,256

Other assets:
  Intangible assets, net                                15,375       16,245
  Deposits                                               1,284        1,284
                                                   -----------  -----------
Total other assets                                      16,659       17,529
                                                   -----------  -----------
    TOTAL ASSETS                                   $   145,453  $   145,162
                                                   ===========  ===========

                LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
Accounts payable                                   $     6,159  $     1,778
Accrued expenses                                        90,433      333,433
Convertible debt                                       223,918      223,918
                                                   -----------  -----------
    Total Current Liabilities                          320,510      559,129

STOCKHOLDERS' DEFICIT:
Common stock                                            18,478       14,443
Paid-in capital in excess of par                     2,719,004      836,242
Deficit accumulated during the
  development stage                                 (2,821,600)  (1,174,580)
Accumulated other comprehensive income:
  Foreign currency translation adjustments             (90,939)     (90,072)
                                                   -----------  -----------
  Total Stockholders' Deficit                         (175,057)    (413,967)
                                                   -----------  -----------

  TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT      $   145,453  $   145,162
                                                   ===========  ===========

                 See accompanying notes and accountants report.


                                       F-2



                                 2DOBIZ.COM, INC.

                         (A DEVELOPMENT STAGE COMPANY)

                 CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                                   UNAUDITED


                                     For the      For the   For the Period
                                      three        three    From Inception
                                      Months       Months    on June 30,
                                      Ended        Ended    1997, Through
                                     March 31,    March 31,   March 31,
                                       2001         2000         2001
                                    -----------  -----------  ----------

Revenue                             $        43  $        --  $      173
                                    -----------  -----------  ----------

Operating Expenses:
  General and administrative            204,052      98,054    1,135,774
  Stock issued for services           1,443,797          --    1,686,797
                                    -----------  ----------  -----------
Total Operating Expenses              1,647,849     108,554    2,822,571

Loss from operations                 (1,647,806)   (108,544)  (2,822,398)

Other income (expense), net                 785          --          798
                                    -----------  ----------  -----------
Net (Loss)                          $(1,647,021) $ (108,544) $(2,821,600)
                                    -----------  ----------  -----------

Other comprehensive loss:
  Foreign currency translation
    adjustment                             (867)         --      (90,939)
                                    -----------  ----------  -----------
Net comprehensive loss              $(1,647,888) $ (108,544) $(2,912,539)
                                    ===========  ==========  ===========
Basic and diluted net loss
  per share                         $     (0.11) $    (0.01)
                                    ===========  ==========

Basic and diluted weighted
  average number of shares
  outstanding                        15,622,533  11,000,000
                                    ===========  ==========

                See accompanying notes and accountants report.


                                       F-3




                            2DOBIZ.COM
                   (A Development Stage Entity)
                Statements of Stockholders' Equity


                                                              Deficit
                                                Additional   Accumulated
                             Common Stock          Paid-     During the
                         ----------------------     in       Development
                           Shares     Amount      Capital       Stage
                         ----------  ----------  ----------  -----------

Balance, June 30, 1997    3,500,000  $    3,500 $    (3,500) $         -
                         ----------  ----------  ----------  -----------
Shares  issued to  IICL
 shareholders in reverse
 acquisition              7,500,000       7,500      (7,500)           -

Loss                              -           -           -       (2,766)
                         ----------  ----------  ----------  -----------
Balance, April 30, 1998  11,000,000      11,000     (11,000)      (2,766)

Issuance of common
 stock for cash           6,334,250       6,334      69,628            -

Net loss                          -           -           -      (52,832)
                         ----------  ----------  ----------  -----------
Balance, April 30, 1999  17,334,250      17,334      58,628      (55,598)

Issuance of common
 stock for cash             752,653         753     148,677            -

Conversion of IICL
shares to ISI shares     (7,086,903)     (7,087)      7,087            -

Net loss                          -           -           -     (186,873)
                         ----------  ----------  ----------  -----------
Balance, December 31,
 1999 (Unaudited)        11,000,000      11,000     214,392     (242,471)

Issuance of common
 stock for cash           1,276,000       1,276     411,967            -

Issuance of common
 stock for services
 rendered                 2,167,032       2,167     209,883            -

Net loss                          -           -           -     (932,108)

Foreign currency
 translation adjustment           -           -           -      (90,072)
                         ----------  ----------  ----------  -----------
Balance, December 31,
 2000                    14,443,032  $   14,443  $  836,242  $(1,264,651)

Issuance of common
 stock for cash             800,000         800     199,200            -

Issuance of common
 stock for services       3,235,000       3,235   1,683,562            -

Net loss                          -           -           -   (1,647,621)

Foreign currency
 translation adjustment           -           -           -         (867)
                         ----------  ----------  ----------  -----------
Balance, March 31, 2001  18,478,032  $   18,478  $2,719,004  $(2,912,539
                         ==========  ==========  ==========  ===========

        See accompanying notes and accountants report.


                                       F-4


                                 2DOBIZ.COM, INC.

                         (A DEVELOPMENT STAGE COMPANY)

                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS



                                          For the       For the   For the period
                                           three         three    from inception
                                           months        months     on June 30,
                                            ended        ended    1997, through
                                           March 31,    March 31,   March 31,
                                             2001         2000        2001
                                          -----------  ----------  -----------


Cash flows used in operating activities:
Net loss                                  $(1,647,888) $       --  $(2,822,467)
Adjustments to reconcile net loss
  to net cash used in operating
  activities:
  Stock Issued for Services                1 ,686,798          --    1,686,798
  Depreciation and amortization                 3,062          --       42,620
  Increase (decrease) in operating assets
   and liabilities, net                       245,835          --      241,887
                                          -----------  ----------  -----------
     Net cash used in operating
      activities                             (203,863)         --     (851,162)
                                          -----------  ----------  -----------

Cash flows from investing activity:
  Purchase of furniture and equipment          (1,049)         --      (37,632)
  Increase in notes receivable                (44,822)         --      (44,822)
  Purchase of intangible assets                    --          --     (222,126)
  Other                                            --          --      (12,335)
                                          -----------  ----------  -----------
    Cash flows from investing activities      (45,871)         --     (316,915)

Cash flows provided by financing
 activity:
  Proceeds from issuance of common stock      200,000          --      838,635
  Increase in convertible debt                     --          --      359,006
  Change in amounts due to affiliates              --          --        8,018
                                          -----------  ----------  -----------
     Cash flows provided by financing
      activities:                             200,000          --    1,205,659

Net increase (decrease)in cash                (49,734)         --       37,582

Cash at beginning of period                    87,316          --           --
                                          -----------  ----------  -----------

Cash at end of period                     $    37,582  $       --  $    37,582
                                          ===========  ==========  ===========


SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
   Cash paid during the year for:
      Interest                           $         12  $       --  $        --
      Income taxes                       $         --  $       --  $        --

                 See accompanying notes and accountants report.


                                       F-5



                                 2DOBIZ.COM, INC.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                  (unaudited)

NOTE 1 - BASIS OF PRESENTATION

      The financial statements included herein have been prepared by the
Company, without audit, pursuant to the rules and regulations of the Securities
and Exchange Commission. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to such rules and
regulations.

      In the opinion of the Company's management, the accompanying unaudited
consolidated financial statements contain all adjustments, consisting solely of
those which are of a normal recurring nature, necessary to present fairly its
financial position as of March 31, 2001, the results of its operations for the
three months ended March 31, 2000 and 2001, the results of its operations and
cash flows for the three months ended March 31, 2001 and for the period from
inception on June 30, 1997 through March 31, 2001 and its operations and cash
flows for the period from inception on June 30, 1997 through March 31, 2001.

      Interim results are not necessarily indicative of results for the full
fiscal year.


NOTE 2 - LOSS PER SHARE

      Basic loss per common share is computed by dividing the loss by the
weighted average number of common shares outstanding during the period. During
the period from June 30, 1997 through March 31, 2001, there were no dilutive
securities outstanding.


NOTE 3 - INCOME TAXES

At March 31, 2001, the Company had net operating loss carryforwards for
income tax purposes of approximately $2,913,000 available as offsets against
future taxable income.  The net operating loss carryforwards expire beginning
in the year 2015.

The tax effect of temporary differences that give rise to significant
portions of the deferred tax asset and deferred tax liability, consists of
the following at March 31, 2001:

Deferred tax asset:
  Net operating loss                         $ 1,136,000
  Less: Valuation allowance                   (1,136,000)
                                             -----------
  Total deferred tax asset                   $        --

  Deferred tax liability                     $        --

  Net deferred tax asset                     $        --

The net change in the valuation allowance was approximately $643,000 relating
to net operating losses generated during the three months ended March 31, 2001.




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