SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB



[X]      ANNUAL  REPORT  PURSUANT  TO  SECTION  13 OR  15(D)  OF THE  SECURITIES
         EXCHANGE ACT OF 1934

         For the fiscal year ended December 31, 2001

[ ]      TRANSITION  REPORT  PURSUANT  TO SECTION 13 OR 15(D) OF THE  SECURITIES
         EXCHANGE ACT OF 1934

Commission file number [       ]

  INTERLOCK SERVICES, INC. (D/B/A NEW YORK INTERNATIONAL COMMERCE GROUP, INC.)
  ----------------------------------------------------------------------------
                 (Name of small business issuer in its charter)

             NEVADA                                  N/A
------------------------------------       ------------------------
 (State or other jurisdiction of               (I.R.S. Employer
 incorporation or organization)              Identification No.)
        75 AIRPARK DRIVE
      RONKONKOMA, NEW YORK                          11779
------------------------------------       ------------------------
(Address of principal                           (Zip Code)
executive offices)

Issuer's telephone number, including area code:

Securities  registered  under Section  12(b) of the Exchange Act:  COMMON STOCK,
$.001 PAR VALUE

Securities registered under Section 12(g) of the Exchange Act: _______

         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 [
]

         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  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. [ ]

         Issuer's  revenues for its most recent  fiscal year ended  December 31,
2001 were $400.

         The  aggregate  market value as at April 8, 2002 of the common stock of
the  issuer,  its  only  class  of  voting  stock,  held by  non-affiliates  was
approximately U.S.  $2,812,699  calculated on the basis of the price of the last
trade of the issuer's  common  stock,  as reported by the OTC Bulletin  Board on
April 8, 2002. Such market value excludes shares owned by all executive officers
and directors (but includes shares owned by their  spouses);  this should not be
construed as indicating that all such persons are affiliates.

         The number of shares  outstanding  of the  issuer's  common stock as at
April 8, 2002 was 15,253,680.

                       DOCUMENTS INCORPORATED BY REFERENCE

                                      None


<PAGE>


                              CAUTIONARY STATEMENT

         CAUTIONARY  STATEMENT FOR PURPOSES OF THE "SAFE  HARBOR"  PROVISIONS OF
THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995: Certain statements in this
report, including,  without limitation,  statements contained under the captions
"Item 1.  Description  of Business"  and "Item 6. Plan of  Operation,"  and such
other statements,  except historical  facts,  regarding the Company's  financial
position,  business  strategy and plans of management for future  operations are
"forward  looking  statements"  within  the  meaning of the  Private  Securities
Litigation  Reform Act of 1995.  When used in this report,  words such as "may,"
"should,"  "seek,"  "believe,"  "expect,"  anticipate,"  "estimate,"  "project,"
"intend",  "plan",  "strategy"  and "pro  forma"  and  similar  expressions  are
intended to identify such forward-looking statements. These statements are based
on management's beliefs and assumptions,  and on information currently available
to  management.  These  statements  involve  certain  known and  unknown  risks,
uncertainties  and other factors which may cause the Company's  actual  results,
performance or achievements to be materially  different from any future results,
performance  or  achievements  expressed  or  implied  by these  forward-looking
statements.  These  factors  include,  among others,  the  Company's  ability to
finance its operations and the ability to obtain such financing;  the successful
completion of any prior and future acquisitions;  any uncertainties  relating to
the  integration  of  acquired  businesses  and  operations;  any  uncertainties
relating to business  and  economic  conditions  in markets in which the Company
operates;  any  uncertainties  relating to customer  plans and  commitments  and
technologies  and the  highly  competitive  environment  in  which  the  Company
operates.

PART I

ITEM 1.   DESCRIPTION OF BUSINESS

GENERAL

         Interlock  Services,  Inc. (d/b/a The New York  International  Commerce
Group,  Inc.),  a Nevada  corporation  doing business as NYIC Group and having a
trading  symbol  of "NYIN"  on the OTC  Bulletin  Board  (the  "Company"),  is a
development  stage  company  formed to provide,  acting  through a  wholly-owned
subsidiary, business services in three general categories:

         1)    importation  of products  directly from China by  utilization  of
               local relationships to avoid many of the middlemen that typically
               characterize trading with China;

         2)    exportation of products into China, with a focus on high tech and
               scientifically   advanced   products; and

         3)    consultation  with  companies  seeking to do business in China as
               well as with Chinese  companies  seeking to expand their business
               to the west.

         The  Company  intends  to seek out joint  venture  and  other  business
arrangements  with  qualified  partners  whenever  appropriate  to implement its
business plans and goals.

         The  company's  initial  principle  focus is expected to be  developing
international trade and commercial  relationships  between the United States and
China. Management is dedicated to assisting the economic development of China by
expanding that country's  economy through  increased  exports of its products as
well as the importation of advanced technology products into China.



<PAGE>

         Activities of the Company will initially be provided as follows:

Exportation from China
----------------------

         The Company has  assembled a  management  team with the  expertise  and
experience to facilitate  the  exportation  to western  markets of products from
small to medium-sized Chinese manufacturers that otherwise lack the resources to
penetrate  such western  markets.  The Company has the expertise to overcome the
language  barriers,  geographical  distance,  cultural  differences  and quality
standards in exporting goods from China that can create general difficulties for
the Chinese supplier and the western buyer. Knowledge of Chinese suppliers and a
familiarity  with the  markets  in the  United  States  enables  the  Company to
facilitate trade of Chinese products between China and western buyers.

         In exporting  goods from China,  a distinct  advantage that the Company
brings  to  both  the  Chinese  manufacturers  and  the  western  buyers  is the
elimination  of the many  "middlemen"  associated  with  trade with  China.  The
Company  has  relations   with  key  suppliers  in  China,   as  well  as  close
relationships with trade groups and government ministries,  many of which enable
Chinese  manufactures  to sell  directly to the U.S.  without going through Hong
Kong, Taiwan or other  intermediaries  who have  traditionally  controlled trade
between China and the United States.

Importation into China
----------------------

         As part  of its  proposed  import  business,  the  Company  intends  to
identify scientific and technologically  sophisticated  products for importation
into  China.  Presently,  the  Company is  working  with US  companies  to bring
pharmaceuticals  to China to assist the Chinese  government in treating HIV/AIDS
patients. It also is management's intention in the near future to announce joint
venture   arrangements   with   other   companies   seeking   to  import   their
technologically advanced products into China.

Consulting.
----------

         As part of the  Company's  consulting  practice,  the  Company  assists
American  companies  and other  foreign  companies in expanding  their  business
operations in and with China. The Company intends to provide assistance to these
companies by way of introducing  new products,  facilitating  the acquisition or
construction of new facilities  and/or  establishing  appropriate  joint venture
arrangements  in China.  The Company  intends to work  closely  with the Chinese
government  by bringing  products and projects to the  government to help in the
development of China and to assist Chinese  companies to expand their businesses
into the United States.

BUSINESS STRATEGY

         It  is  anticipated  that  the  Company's  revenues  will  result  from
receiving a  percentage  of the sales of products it imports  into China.  These
will  typically  be part of joint  venture  arrangements.  The Company will also
receive  revenue from the mark-up on the products it exports from China. A third
source of revenue will come from consulting fees for advising clients seeking to
do business in China as well as from Chinese companies seeking to do business in
the United States.



                                       -2-
<PAGE>

CURRENT AGREEMENTS

Relationship with China Merchandise Distribution Center Inc.
------------------------------------------------------------

         The Company  has entered  into a  relationship  with China  Merchandise
Distribution  Center Inc., (CMD), a leading  distributor of Chinese goods in the
United  States,  to export food products and  household  goods from China to the
United  States with a  projected  aggregate  value of $45 million  over the next
three  years.  The  Company  is  presently  discussing  with  various  potential
suppliers  and  trading   companies  in  China  the  terms  and  conditions  for
fulfillment  of the  products  and goods to be  exported.  Items  expected to be
exported from China include seafood,  candy, cookies, dried foods, canned goods,
soy sauce,  hardware,  frozen  food,  Asian food as well as  housewares,  health
products and herbal  products.  Pending  completion of arrangements in China and
elsewhere to fulfill the requirements of CMD, there can be no assurance that the
Company will realize any of the projected value of this relationship.

Relationship with Viral Genetics, Inc.
--------------------------------------

         The Company has entered  into a mutual  cooperation  and joint  venture
arrangement  with  Viral  Genetics,   Inc.  ("Viral   Genetics")  to  distribute
therapeutic  treatments for HIV and AIDS developed by Viral Genetics. As part of
the agreement,  the Company would be given exclusive  distribution rights to the
treatments  developed by Viral  Genetics  throughout  China and the Asia Pacific
region. The agreement provides the Company with exclusive distribution rights to
China and other  Pacific Rim  countries  including,  but not limited to,  Japan,
Korea, Taiwan, Hong Kong, Malaysia,  Indonesia,  Singapore and Thailand. As part
of this  agreement,  the Company is assisting  Viral  Genetics to secure a State
Drug  Administration  ("SDA")  certification from the Government of the People's
Republic of China ("PRC"). SDA approval is similar to FDA approval in the United
States and is required to treat HIV/AIDS  patients in China.  Pending  obtaining
the SDA approval, there can be no assurance that the Company will realize any of
the potential  revenues  anticipated  to result from this  relationship.  In the
event that the SDA does not provide Viral Genetics with an SDA  certification by
the first anniversary following the submission of Viral Genetics' application to
the SDA, this joint venture arrangement will be terminated and declared null and
void.

COMPETITION

         In the sale and  distribution  of products,  the Company  would compete
with other independent  distributors in China that market similar  products.  In
addition  to  other  independent  distributors,  the  Company  would  face  more
significant  competition from direct distribution of established  manufacturers.
In the medical products field, for example, the Company competes with larger and
more  highly-recognizable  companies that maintain their own direct sales forces
in China as well as sell through distributors.

         Due to the Company's intention to involve itself in the importation and
exportation of products into and out of China,  it will be in  competition  with
similar  operations,  both foreign and  Chinese.  In  addition,  those  products
supplied  by the  Company's  operations  will  be in  competition  with  similar
products of foreign,  joint  venture and domestic  manufacturers.  The Company's
competitive position depends in part upon its ability to open the Chinese market
for companies seeking to export to China as well as to successfully  locate high
quality/ low cost  suppliers to export their products from China into the United


                                      -3-
<PAGE>

States.  Many of the Company's various  competitors may have greater  resources,
financial or otherwise, than does the Company.

         The Company  recognizes  that any devaluation in the local currency may
also have a negative impact on the results of operations.

GOVERNMENT REGULATION; GOVERNMENT APPROVAL

         While the  Company  may not be directly  subject to  regulation  by any
government agency, it may become subject to such regulation in the future due to
its' import/export  business ventures. For example, the Company has an agreement
with Viral Genetics,  Inc. to distribute  certain  medical  treatments for Viral
Genetics,  Inc. once the Company obtains  approval for these treatments from the
SDA.  Therefore,  as a result of the  Company's  business  dealings  with  Viral
Genetics,  Inc., the Company will be indirectly  subject to a type of government
regulation.

EMPLOYEES

         As of April 10, 2002,  the Company had 2 full time employees and 2 part
time  employees.  None of our employees is  represented  by a labor union or are
covered by a collective bargaining agreement. We believe that our future success
will  depend  in part on our  continued  ability  to  attract,  hire and  retain
qualified personnel.

ITEM 2.  DESCRIPTION OF PROPERTIES.
         --------------------------

          The Company's corporate  headquarters are located at 75 Airpark Drive,
Ronkonkoma,  New York 11779.  This office is leased by an  affiliate  of Michael
Wong, a director and officer of the Company to the company on a month- to- month
basis.  The company is  currently  negotiating  a rental fee and to date has not
paid any rent.

          In addition to its  corporate  headquarters  in New York,  the Company
maintains an Asia Pacific  Representative Office in Beijing headed by Richard F.
Liu, the Company's Vice President located in the Capital Mansion in the Chaoyang
District of Beijing.  In January 2002, the Company entered into a 36 month lease
providing for monthly rent expense of approximately $4600.

         The Company does not own any real property.  At present, the Company is
not party to any agreements to acquire any properties.

ITEM 3.  LEGAL PROCEEDINGS.
         ------------------

         Management does not have knowledge of any material  litigation pending,
threatened or contemplated,  or unsatisfied judgments against the Company or its
affiliates,  or any  proceedings  in which the  Company or its  affiliates  is a
party.  Similarly,  management  is  without  knowledge  as to any legal  actions
pending or  threatened  or judgments  entered  against the  Company's  executive
officers and directors in their capacity as such,  other than to the extent such
individuals are named in the above actions.


                                      -4-
<PAGE>

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

         No matters were  submitted to the vote of the holders of the  Company's
securities during the fourth quarter of the fiscal year ended December 31, 2001.



                                      -5-
<PAGE>

PART II
-------

ITEM 5.  MARKET FOR THE COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
         -------------------------------------------------------------

         The  Company's  Common  Stock is  currently  quoted on the OTC Bulletin
Board under the symbol  "NYIN." Prior to February 4, 2002,  the Company's  stock
traded under the symbol "DOBZ"

         The  following  table sets forth the  average  high and low bid and ask
prices for the Common Stock during the periods indicated, as reported by the OTC
Bulletin  Board.  The prices  reflect  inter-dealer  quotations,  do not include
retail mark-ups, markdowns, or commissions and do not necessarily reflect actual
transactions.

         YEAR ENDING DECEMBER 31, 2000              PRICE HIGH       PRICE LOW
         -----------------------------              ----------       ---------

         First Quarter                                 16.375            4.625
         Second Quarter                                10.375            2.875
         Third Quarter                                  6.468            1.25
         Fourth Quarter                                 2.50             0.125

         YEAR ENDING DECEMBER 31, 2001              PRICE HIGH       PRICE LOW
         -----------------------------              ----------       ---------

         First Quarter                                 1.875            0.562
         Second Quarter                                1.296            0.575
         Third Quarter                                  .902             .826
         Fourth Quarter                                 .462             .393

         YEAR ENDING DECEMBER 31, 2002              PRICE HIGH       PRICE LOW
         -----------------------------              ----------       ---------

         First Quarter (through February 3, 2002)       .453             .386
         Second Quarter (through April 10, 2002)        .241             .221


         As of April 10, 2002, the Company had 15,253,680 shares of Common Stock
outstanding held by approximately 63 record holders.

DIVIDEND POLICY

         The  Company has never  declared or paid a cash  dividend on its Common
Stock. It is the Company's present policy to retain earnings, if any, to finance
the  development and growth of its business.  Accordingly,  the Company does not
anticipate  that cash  dividends  will be paid until its earnings and  financial
condition justify such dividends, and there can be no assurance that the Company
can achieve such earnings.

         Any future  payment of  dividends  to holders of Common Stock is within
the discretion of the Company's Board of Directors and will be dependent,  among
other  things,  upon  earnings,   capital   requirements,   financing  agreement
covenants,  the financial  condition of the Company and  applicable  law. To the
extent that the Company's Board of Directors may decide to pay cash dividends to
holders of


                                      -6-
<PAGE>

Common Stock in the future,  such  dividends  will be declared from the retained
earnings,  i.e.,  surplus, as determined by resolution of the Company's Board of
Directors.

         To the  extent any  revenue  of the  Company  results  from  operations
performed  through  any  joint  venture   arrangement  with  a  Chinese  entity,
applicable laws and  regulations of the People's  Republic of China require that
before a Sino-foreign  cooperative joint venture enterprise  distributes profits
to its joint  venture  partners,  it must  first  satisfy  all tax  liabilities,
provide  for  losses in  previous  years and make  allocations,  in  proportions
determined at the  discretion of its Board of  Directors,  to a general  reserve
fund, an enterprise  expansion fund and a staff welfare and employee bonus fund.
Distribution  of  profits  are  required  to be in  proportion  to each  party's
investment in the joint venture.

RECENT SALES OF UNREGISTERED SECURITIES

         In fiscal 2001, for and in consideration of $112,500,  the Company sold
an aggregate of 450,000  shares of the common stock,  par value $.001 per share,
at a per share price of $0.25,  to certain  individuals in a private  placement.
The  sale  and  issuance  of  the  Common  Stock  was  based,   in  part,   upon
representations  and warranties of such individuals,  including a representation
as  to  their   status,   individually   or   together   with  their   purchaser
representative,  as an  "accredited"  investor  (as such term is defined in Rule
501(a) of  Regulation  D under  the  Securities  Act of 1933,  as  amended  (the
"Securities Act")).  This sale was exempt from the registration  requirements of
the  Securities  Act pursuant to Regulation D promulgated  by the Securities and
Exchange Commission (the "SEC") under Section 4(2) of the Securities Act.

ITEM 6.  PLAN OF OPERATION.

PLAN OF OPERATIONS

         The Company as of December 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 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.

         On August  10,  2001,  in an attempt  to  further  advance  its goal to
develop  relationships with China, the Company named Joseph McDonnell as its new
Chief  Executive  Officer,  succeeding  David Roth,  as CEO of  2dobiz.com.  Mr.
McDonnell was previously  named  President of the ChinEx joint venture on May 1,
2001.



                                      -7-
<PAGE>

         On  February 4, 2002,  the  Company  adopted a new trade name and began
doing business as New York International  Commerce Group, Inc. (NYIC Group). The
Company also  shifted its  strategic  direction  to a broad based  international
commerce  company with a primary focus on trade with China The Company took this
action in  recognition  of the growing  opportunities  for trade with China as a
result of the country's entry into the World Trade Organization.  By exiting the
technology and internet  business,  the Company  adopted a broader  mission that
allows it to import  and  export  any  product  into and out of China as well as
consulting  with any company  interested in doing  business with China.  The new
strategic direction takes full advantage of the Company's strong ties with China
to open up the China market for the Company's joint venture partners.

RESULTS  OF  OPERATIONS.

         The Company is a development  stage  enterprise.  All efforts have been
directed  toward  fulfilling the business plan. The Company's new mission allows
it to enter into many joint venture  relationships and export different types of
products  from China  without  the need to raise huge  amounts of  capital.  The
Company  will  endeavor to charge its joint  venture  partners  certain  fees to
offset the costs of marketing, promoting and managing the Company.

         For the year ended  December 31, 2000, the Company  incurred  losses of
$1,022,181  primarily  related  to stock  issued  to  consultants  for  services
rendered, and the salaries and operating expenses related thereto. There were no
revenues beyond de minimus expense reimbursements.

         The Company's  total losses for twelve  months ended  December 30, 2001
were  $3,033,237  primarily  related to stock issued to consultants for services
rendered, salaries and operating expenses related to SEC compliance and costs of
executing the current  marketing plan.  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.

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.  As of December
31, 2001, the Company had approximately $1,653 in cash and cash equivalents. The
Company will need to raise capital to fund the  maintenance and expansion of its
operations and may seek such additional funding through public or private equity
or debt financing.  There can be no assurance that such additional  funding will
be available on acceptable terms, if at all.

         The  Company's  continued  existence as a going  concern is  ultimately
dependent  upon  its  ability  to  generate  sufficient  cash  flow to meet  its
obligations  on a timely basis,  to secure  financing or  refinancing  as may be
required,  and ultimately to attain profitability.


                                      -8-
<PAGE>

         Sources of capital  during  fiscal year 2001,  included:  proceeds from
private  placements of $312,500 and cash advances  from a major  stockholder  of
$442,323.  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.

         Uses of  capital  included  an  investment  of  $190,000  in that joint
venture  between  the  Company and China  National  Machinery  Import and Export
Corporation  ("CMC") to promote trade with China via the  Internet,  which joint
venture  was  cancelled  in October  2001.  The  Company  has  written  off this
investment in the current period.

         The  Company  will  need  to  raise  additional  capital  to  fund  its
operations  and future joint  ventures and it is  anticipated  that it will seek
such additional funding through public or private equity or debt financing.

         At December 31, 2001, the Company did not have any current arrangements
or commitments for any future  financing.  However,  the Company is currently in
discussions  with several groups regarding  funding.  There can be no assurances
that the  Company  will be able to obtain  funding  on terms  acceptable  to the
Company and its shareholders,  or that it will be able to obtain funding at all.
The  inability of the Company to obtain  additional  financing  when needed will
have a material adverse effect on its business,  financial condition and plan of
operations.

RISKS AND UNCERTAINTIES

         The Company has no operating  history upon which an  evaluation  of the
Company  and  its  prospects  can be  based.  The  Company's  prospects  must be
considered  in  light  of  the  risks,  expenses  and  difficulties   frequently
encountered by companies  seeking new joint ventures and business  opportunities
in new and rapidly evolving markets  characterized  by intense  competition.  To
address these risks and  uncertainties,  the Company  must,  among other things,
successfully negotiate and complete any joint venture it enters into in a timely
and effective manner,  retain and motivate highly qualified personnel and manage
rapid  growth.  There can be no  assurance  that the Company  will  successfully
address these challenges.

         The Company  incurred losses from operations  since inception and as at
December  31,  2001,  had an  accumulated  deficit  in  shareholders'  equity of
$4,297,889.

         The  Company  continues  to seek out new  opportunities  to  invest  in
businesses,  joint ventures or other business  collaborations with third parties
that compliment or are otherwise related to the Company's current business. Such
joint ventures or other business initiatives may involve significant commitments
of financial and other resources of the Company.  There can be no assurance that
any such activity will be  successful  in  generating  revenue,  income or other
returns to the Company,  or that financial or other  resource  committed to such
activities will not be lost.



                                      -9-
<PAGE>

<TABLE>

ITEM 7. FINANCIAL STATEMENTS.                                                      PAGE
        ---------------------                                                      ----
<CAPTION>

<S>       <C>      <C>                                                             <C>
          (i)      Independent Auditors Report ....................................F-2

          (ii)     Consolidated Balance Sheet as of December 31, 2001..............F-3

          (iii)    Consolidated Statement of Operations
                   for the years ended December 31, 2001 and December 31, 2000.....F-4

          (iv)     Consolidated Statement of Stockholders' Equity for the
                   period from June 30, 1997 (inception) to December 31, 2001......F-5

          (v)      Consolidated Statement of Cash Flows for the years ended
                   December 31, 2001 and December 31, 2000.........................F-6

          (vi)     Notes to Consolidated Financial Statements......................F-7
</TABLE>


ITEM 8.  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
         FINANCIAL DISCLOSURE
         -----------------------------------------------------------------------

         On March 15, 2002, the Company dismissed Cuthill & Eddy LLP (the "Prior
Accountants"),  which had previously  served as  independent  accountant for the
Company. The report on the consolidated  statements of the Company as of and for
the year ended December 31, 2000  contained no adverse  opinion or disclaimer of
opinion and was not  qualified or modified as to  uncertainty,  audit scope,  or
accounting principles.  The change in independent accountants was recommended by
the Company's Chief Financial  Officer and approved by the Board of Directors of
the Company. In connection with its audit for the fiscal year ended December 31,
2001, up to and including March 15, 2002, there were no  disagreements  with the
Prior Accountants on any matter of accounting principles or practices, financial
statement disclosure,  or auditing scope or procedure,  which disagreements,  if
not resolved to the satisfaction of the Prior Accountants, would have caused the
Prior Accountants to make reference to such disagreements in their report on the
consolidated  financial  statements for such periods.  The Company has requested
that the Prior Accountants  furnish it with a letter addressed to the Commission
stating whether or not the Prior Accountants agree with the above statements.  A
copy of this letter is filed as Exhibit 16.1 to this Form 10-KSB.

         On March 19, 2002,  The Company  engaged  Holtz  Rubenstein  as its new
independent  accountants.  The engagement of Holtz Rubenstein was recommended by
the  Chief  Financial  Officer  of the  Company  and  approved  by the  Board of
Directors. During the fiscal year ended December 31, 2001 and the interim period
ended March 31, 2002,  (i) the Company has not consulted  with Holtz  Rubenstein
regarding  either  the  application  of  accounting  principles  to a  specified
transaction, either completed or contemplated; or the type of audit opinion that
might  be  rendered  on the  Company's  financial  statements,  and  (ii)  Holtz
Rubenstein  has  provided  neither a written  report nor oral advice that was an
important  factor to the Company in  reaching a decision  as to any  accounting,
auditing or financial reporting issue.



                                      -10-
<PAGE>

                                    PART III

ITEM 9.  DIRECTORS,   EXECUTIVE   OFFICERS,   PROMOTERS  AND  CONTROL   PERSONS;
         COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934

         The  information  called for by this Item shall be set forth  under the
caption  "Directors,   Executive   Officers,   Promoters  and  Control  Persons;
Compliance with Section 16(a) of the Securities  Exchange Act of 1934" in Item 9
of the Company's  amendment to this Form 10-KSB to be filed with respect to this
annual report on or before the 120th day after the end of the  Company's  fiscal
year ended December 31, 2001 and is incorporated herein by reference.

ITEM 10. EXECUTIVE COMPENSATION

         The  information  called for by this Item shall be set forth  under the
caption "Executive  Compensation" in Item 10 of the Company's  amendment to this
Form  10-KSB to be filed  with  respect to this  annual  report on or before the
120th day after the end of the Company's fiscal year ended December 31, 2001 and
is incorporated herein by reference.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The  information  called for by this Item shall be set forth  under the
caption "Security Ownership of Certain Beneficial Owners and Management" in Item
11 of the  Company's  amendment  to this Form 10-KSB to be filed with respect to
this  annual  report on or before  the 120th day after the end of the  Company's
fiscal year ended December 31, 2001 and is incorporated herein by reference.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         The  information  called for by this Item shall be set forth  under the
caption  "Certain  Relationships  and  Related  Transactions"  in Item 12 of the
Company's  amendment to this Form 10-KSB to be filed with respect to this annual
report on or before  the 120th day after the end of the  Company's  fiscal  year
ended December 31, 2001 and is incorporated herein by reference.



                                      -11-
<PAGE>

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.

(a)        Exhibits

       No.           Description
       ---           -----------

       3.1    Certificate  of  Incorporation  (Incorporated  by reference to the
              Company  Registration  Statement  on Form  10-SB,  filed  with the
              Securities and Exchange Commission ("SEC") on November 8, 1999).

       10.1   (*)  Agreement  between  CMD (USA)  Inc.  and the  Company,  dated
              January 22, 2002.

       10.2   (*) Mutual  Cooperation and Joint Venture  Agreement between Viral
              Genetics, Inc., a Delaware corporation, and New York International
              Commerce Group, Inc., dated March 2, 2002.

       21.1   (*) List of Subsidiaries

       23.1   (*) Consent of Cuthill & Eddy LLP, dated April 16, 2002

       --------------
       (*)  Filed herewith

(b)      Form 8-K

       (1) A Report  on Form  8-K was  filed on  March  20,  2002  with the SEC,
       regarding the dismissal of Cuthill & Eddy LLP as  independent  accountant
       for the  Registrant and the  appointment  of Holtz  Rubenstein as the new
       independent account for the Registrant.

       (2) A Report  on Form  8K/A was  filed  on  April 2,  2002  with the SEC,
       regarding the dismissal of Cuthill & Eddy LLP as  independent  accountant
       for the  Registrant and the  appointment  of Holtz  Rubenstein as the new
       independent account for the Registrant.


                                      -12-
<PAGE>

                            INTERLOCK SERVICES, INC.
                                      d/b/a
                   NEW YORK INTERNATIONAL COMMERCE GROUP, INC.
                          (A DEVELOPMENT STAGE ENTITY)

                        REPORT ON AUDITS OF CONSOLIDATED
                              FINANCIAL STATEMENTS

                        FOR THE PERIOD FROM JUNE 30, 1997
                        (INCEPTION) TO DECEMBER 31, 2001


<PAGE>

                            INTERLOCK SERVICES, INC.
                                      d/b/a
                   NEW YORK INTERNATIONAL COMMERCE GROUP, INC.
                          (A DEVELOPMENT STAGE ENTITY)


Item 7.  Consolidated Financial Statements

                                      INDEX

                                                                        Page

Independent auditors' report                                             F-2

Consolidated balance sheet                                               F-3

Consolidated statements of operations                                    F-4

Consolidated statement of stockholders' equity                           F-5

Consolidated statements of cash flows                                    F-6

Notes to consolidated financial statements                           F-7 - F-10


<PAGE>

                          Independent Auditors' Report

To the Board of Directors and Stockholders of
New York International Commerce Group, Inc.
Ronkonkoma, New York

We have  audited  the  accompanying  consolidated  balance  sheet  of  Interlock
Services,  Inc. d/b/a New York International Commerce Group, Inc., a development
stage company, as of December 31, 2001, and the related consolidated  statements
of  operations,  stockholders'  deficit  and cash flows for the year then ended.
These consolidated  financial statements are the responsibility of the Company's
management.  Our  responsibility is to express an opinion on these  consolidated
financial statements based on our audit.

We conducted our audit in accordance with auditing standards  generally accepted
in the  United  States of  America.  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  thc overall
financial  statement  presentation.   We  believe  that  our  audit  provides  a
reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly,  in  all  material   respects,   the  financial  position  of  New  York
International  Commerce Group,  Inc. as of December 31, 2001, and the results of
their operations and their cash flows for the year then ended in conformity with
accounting principles generally accepted in the United States of America.

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 1 to the
financial  statements,  New York  International  Commerce Group,  Inc. is in the
development  stage and the Company's ability to continue in the normal course of
business is dependent upon its ability to raise capital  through the issuance of
equity  securities.  Management's plans regarding this matter are also described
in Note 1. The financial  statements do not include any  adjustments  that might
result from the outcome of this uncertainty.

                                                 /s/ HOLTZ RUBENSTEIN & CO., LLP



Melville, New York
April 14, 2002


                                      F-2
<PAGE>

                            INTERLOCK SERVICES, INC.
                                      d/b/a
                  NEW YORK INTERNATIONAL COMMERCE GROUP, INC.
                          (A DEVELOPMENT STAGE ENTITY)

                           CONSOLIDATED BALANCE SHEET

                               DECEMBER 31, 2001



ASSETS

CURRENT ASSETS:
 Cash                                                         $ 1,653
                                                           -----------
  Total current assets                                          1,653

OTHER ASSETS                                                   13,635
                                                           -----------

  Total assets                                               $ 15,288
                                                           ===========

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
 Accounts payable                                             131,560
 Accrued expenses                                             423,539
 Due to stockholder                                           442,323
 Advances from third party                                    223,918
                                                           -----------
  Total current liabilities                                 1,221,340
                                                           -----------

STOCKHOLDERS' DEFICIT:
 Common stock, par value $.001, 100,000,000
  authorized, 17,888,457 issued and outstanding                17,888
 Additional paid-in capital                                 3,073,949
 Deficit accumulated during the
  development stage                                        (4,198,485)
 Foreign currency translation adjustments                     (99,404)
                                                           -----------
  Total stockholders' deficit                              (1,206,052)
                                                           -----------

  Total liabilities and stockholders' deficit                $ 15,288
                                                           ===========

                 See notes to consolidated financial statements

                                      F-3
<PAGE>

                            INTERLOCK SERVICES, INC.
                                      d/b/a
                   NEW YORK INTERNATIONAL COMMERCE GROUP, INC.
                          (A DEVELOPMENT STAGE ENTITY)

                     CONSOLIDATED STATEMENTS OF OPERATIONS


                                                                June 30,
                                                                 1997
                                         Years Ended          Inception
                                         December 31,             to
                                         ------------        December 31,
                                      2001         2000          2001
                                 ------------   ----------  -------------
                                                              (Unaudited)

REVENUES                         $       440    $     130    $       570


OPERATING EXPENSES:
 General and administrative          826,165      720,189      1,888,229
 Stock issued for services         1,928,652      212,050      2,140,702

  Total operating expenses         2,754,817      932,239      4,028,931

OPERATING LOSS                    (2,754,377)    (932,109)    (4,028,361)

OTHER EXPENSE, net                  (269,528)           -       (269,528)

NET LOSS                         $(3,023,905)   $(932,109)   $(4,297,889)
                                 ============   ==========   ============

NET LOSS PER COMMON SHARE

Basic                            $   (0.17)     $ (0.08)     $   (0.25)
                                 ============   ==========   ============
Diluted                              (0.17)     $ (0.08)     $   (0.25)
                                 $===========   ==========   ============

WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING

Basic                             18,195,529    1,511,787     17,106,580
                                 ============   ==========   ============
Diluted                           18,195,529    1,511,787     17,106,580
                                 ============   ==========   ============

                 See notes to consolidated financial statements

                                      F-4
<PAGE>

                            INTERLOCK SERVICES, INC.
                                      d/b/a
                   NEW YORK INTERNATIONAL COMMERCE GROUP, INC.
                          (A DEVELOPMENT STAGE ENTITY)

                       STATEMENT OF STOCKHOLDERS' DEFICIT

       FOR THE PERIOD FROM JUNE 30, 1997 (INCEPTION) TO DECEMBER 31, 2001
   (Amounts for the period from inception to December 31, 1999 are unaudited)

<TABLE>
<CAPTION>

                                                                                    Deficit
                                                                                  Accumulated    Accumulated
                                                Common Stock        Additional    During the        Other
                                          -----------------------    Paid-in      Development   Comprehensive
                                            Shares        Amount     Capital         Stage          Loss           Total
                                          -----------    --------   -----------   ------------  -------------   ------------

<S>                                        <C>           <C>        <C>           <C>               <C>         <C>

Balance, June 30, 1997                     3,500,000     $ 3,500    $   (3,500)   $         -       $      -    $         -

Shares issued in connection with
  reverse acquisition                      7,500,000       7,500        (7,500)             -              -              -

Loss                                               -            -            -         (2,766)             -         (2,766)

June 17, 1998-
  Issuance of common stock for cash        5,372,153       5,372        69,628              -              -         75,000

April 30, 1999-
  Issuance of common stock for cash          962,097         962             -              -              -            962

Loss                                               -            -            -        (52,832)             -        (52,832)

Issuance of common stock for cash            752,653         753       148,677              -              -        149,430

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

Loss                                               -            -            -       (186,873)             -       (186,873)
                                          -----------    --------   -----------   ------------  -------------   ------------

Balance, December 31, 1999                11,000,000      11,000       214,392       (242,471)             -        (17,079)

Issuance of common stock for cash          2,272,401       1,276       411,967              -              -        413,243

Issuance of common stock for
  services rendered                        1,170,631       2,167       209,883              -              -        212,050

Change in foreign currency translation             -           -             -              -        (90,072)       (90,072)

Loss                                               -            -            -       (932,109)             -       (932,109)
                                          -----------    --------   -----------   ------------  -------------   ------------
  Comprehensive loss                                                                                             (1,022,181)
                                                                                                                ------------

Balance, December 31, 2000                14,443,032      14,443       836,242     (1,174,580)       (90,072)      (413,967)

Issuance of common stock for cash          1,250,000       1,250       311,250              -              -        312,500

Issuance of common stock for
  services rendered                        8,215,000       8,215     3,156,713              -              -      3,164,928

Cancellation of shares                    (6,019,575)     (6,020)   (1,230,256)             -              -     (1,236,276)

Change in foreign currency translation             -           -             -              -         (9,332)        (9,332)

Loss                                               -            -            -     (3,023,905)             -     (3,023,905)
                                          -----------    --------   -----------   ------------  -------------   ------------
Comprehensive loss                                                                                               (3,033,237)
                                                                                                                ------------

Balance, December 31, 2001                17,888,457     $17,888    $3,073,949    $(4,198,485)      $(99,404)   $(1,206,052)
                                          ===========    ========   ===========   ============      =========   ============
</TABLE>

                 See notes to consolidated financial statements

                                      F-5
<PAGE>

                            INTERLOCK SERVICES, INC.
                                      d/b/a
                   NEW YORK INTERNATIONAL COMMERCE GROUP, INC.
                          (A DEVELOPMENT STAGE ENTITY)

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                                          June 30, 1997
                                                                               Years Ended                   Inception
                                                                              December 31,                       to
                                                                     -------------------------------      December 31, 2001
                                                                         2001               2000             (Unaudited)
                                                                     ------------       ------------      -----------------
<S>                                                                  <C>                 <C>                   <C>

CASH FLOWS FROM OPERATING ACTIVITIES:
 Net loss                                                            $(3,023,905)        $ (932,109)           $(4,198,485)
 Adjustments to reconcile net loss to net cash
  used in operating activities:
   Depreciation and amortization                                           8,380             15,379                 44,303
   Stock issued for services                                           1,928,652            212,050              2,139,656
   Loss on disposal of interest in joint venture                         190,000                  -                190,000
   Loss on disposal of fixed assets                                        7,713                  -                  7,713
   Impairment of note receivable                                          78,845                  -                 78,845
   Website cost valuation adjustment                                           -            160,499                160,499
   Changes in operating assets and liabilties:
    (Increase) decrease in assets:
      Prepaid expenses and other assets                                    7,988             (6,110)                     -
      Deposits and other assets                                          (55,255)          (229,455)              (265,135)
    Increase (decrease) in liabilities:
      Accounts payable                                                   129,782              1,778                131,560
      Accrued expenses                                                    89,873            333,433                423,539
                                                                     ------------       ------------      -----------------
Net cash used in operating activities                                   (637,927)          (444,535)            (1,287,505)
                                                                     ------------       ------------      -----------------
CASH FLOWS FROM INVESTING ACTIVITIES:
 Purchase of equipment                                                    (3,227)           (14,645)               (39,810)
 Investment in joint venture                                            (190,000)                 -               (190,000)
                                                                     ------------       ------------      -----------------
Net cash used in investing activities                                   (193,227)           (14,645)              (229,810)
                                                                     ------------       ------------      -----------------

CASH FLOWS FROM FINANCING ACTIVITIES:
 Advances from stockholder                                               442,323                  -                442,323
 Decrease (increase) amounts due to affiliate                                  -            (13,376)                     -
 Increase (decrease) in advances from third party                              -            222,699                223,918
 Proceeds from issuance of common stock                                  312,500            413,243                952,131
                                                                     ------------       ------------      -----------------
Net cash provided by financing activities                                754,823            622,566              1,618,372
                                                                     ------------       ------------      -----------------

EFFECT OF EXCHANGE RATE CHANGES                                           (9,332)           (90,072)               (99,404)
                                                                     ------------       ------------      -----------------

Net (decrease) increase in cash and cash equivalents                     (85,663)            73,314                  1,653

Cash and cash equivalents, beginning of year                              87,316             14,002                      -
                                                                     ------------       ------------      -----------------

Cash and cash equivalents, end of year                               $     1,653        $    87,316            $     1,653
                                                                     ============       ============      =================

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the year for:
Interest                                                             $       $ -        $        12            $        12
                                                                     ============       ============      =================
Income taxes                                                         $         -        $         -            $       $ -
                                                                     ============       ============      =================
</TABLE>

                 See notes to consolidated financial statements

                                      F-6
<PAGE>

                            INTERLOCK SERVICES, INC.
                                      d/b/a
                   NEW YORK INTERNATIONAL COMMERCE GROUP, INC.
                          (A DEVELOPMENT STAGE ENTITY)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                  FOR THE PERIOD FROM JUNE 30, 1997 (INCEPTION)
                              TO DECEMBER 31, 2001

1.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

       a.  Nature of operations
           --------------------

         Effective February 2002, the Company adopted a new trade name and began
doing business as New York International Commerce Group, Inc., (the "Company" or
"NYIC").  The  Company  remains a  development  stage  entity.  The  Company was
incorporated  on June 30, 1997 in the state of Nevada as Internet  International
Communications,  Ltd.  for the purpose of  utilizing  the  Internet as a tool to
empower  small  and  medium  sized  businesses  to  reach  their  full  business
potential.

          As a result  of  changes  in the  economic  environment,  the  Company
changed its focus and is seeking to bring its  services  initially  to the China
market.  NYIC plans to serve as a bridge  between the United States and China in
developing  international trade and commercial  relationships.  Its target users
are the  international  community  of owners,  managers,  and staff of small and
medium enterprises ("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. The
Company is a publicly  traded  company with  services that fall into three broad
categories:  1)  exporting  products  from  China,  directly  without  the  many
middlemen  typical  in trade with  China;  2)  importing  products  into  China,
specializing in high tech and scientifically advanced products; and 3) providing
consulting  services for Chinese companies seeking to do business in the USA and
foreign companies seeking to do business in China.

          The Company is in the  development  stage,  as defined in Statement of
Financial Accounting Standard No. 7 ("FAS 7").

          The Company experienced losses of $4,297,889 since inception,  and had
a net working capital deficiency of $1,220,687 as of December 31, 2001. Further,
on October 19, 2001, the Company  announced  that the joint venture  between the
Company and China National  Machinery Import and Export  Corporation  ("CMC") to
promote trade with China via the internet had been cancelled. This resulted in a
write-off for $190,000  initially  invested by the Company in the joint venture,
which amount is included in the loss on December 31, 2001.



                                      F-7
<PAGE>

                            INTERLOCK SERVICES, INC.
                                      d/b/a
                   NEW YORK INTERNATIONAL COMMERCE GROUP, INC.
                          (A DEVELOPMENT STAGE ENTITY)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                  FOR THE PERIOD FROM JUNE 30, 1997 (INCEPTION)
                              TO DECEMBER 31, 2001


1.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:  (Cont'd)
       ------------------------------------------

       a.  Nature of operations (Cont'd)
           --------------------

           These factors raise  substantial doubt about the Company's ability to
continue as a going concern. The Company's continued existence is dependent upon
its ability to resolve its liquidity  problems,  principally by obtaining equity
funding,  commencing sales and achieving profitable  operations.  The Company is
currently in discussions with several groups regarding funding.  There can be no
assurances  that the Company will be able to obtain funding on terms  acceptable
to the Company, or that it will be able to obtain funding at all.

           The  inability  of the Company to obtain  additional  financing  when
needed will have a material adverse effect on its business,  financial condition
and plan of operations.

       b.  Principles of consolidation
           ---------------------------

           The  consolidated  financial  statements  include the accounts of the
Company,  and its wholly-owned  subsidiary.  All  intercompany  transactions and
balances have been eliminated.

       c.  Statement of cash flows
           -----------------------

           For purpose 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.

       d.  Income taxes
           ------------

           The  Company   follows  the  provisions  of  Statement  of  Financial
Accounting  Standard No. 109,  "Accounting for Income Taxes," which requires the
recognition  of deferred  tax assets and  liabilities  for  expected  future tax
consequences  of events  that  have been  included  in the  Company's  financial
statements  or  tax  returns.  Under  this  method,   deferred  tax  assets  and
liabilities are determined based on the difference  between financial  statement
and tax basis of assets and  liabilities  using enacted tax rates in effect when
these differences are expected to reverse. Valuation allowances are established,
when  appropriate,  to reduce  deferred tax assets to the amount  expected to be
realized.

       e.  Use of estimates
           ----------------

           The preparation of financial  statements in conformity with generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that  affect the  reported  amounts of assets and  liabilities  and
disclosures  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.



                                      F-8
<PAGE>

                            INTERLOCK SERVICES, INC.
                                      d/b/a
                   NEW YORK INTERNATIONAL COMMERCE GROUP, INC.
                          (A DEVELOPMENT STAGE ENTITY)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                  FOR THE PERIOD FROM JUNE 30, 1997 (INCEPTION)
                              TO DECEMBER 31, 2001


1.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:  (Cont'd)
       ------------------------------------------

       f.  Loss per share
           --------------

           The Company's loss per share was computed by dividing net loss by the
weighted average number of outstanding common shares during the period.

2.     MERGER TRANSACTIONS:

       Pursuant to an Agreement and Plan of Reorganization ("Agreement") entered
into  in  1999,   Interlock   Services,   Inc.,  (the  "Company")  and  Internet
International  Communications,  Ltd., ("IICL") exchanged 7,500,000 shares of its
common stock for 7,086,903  shares of common stock of IICL at an exchange  ratio
of 1.058 to 1.0.  The Company  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 Company had a total of
11,000,000 shares of its common stock outstanding.

3.     INCOME TAXES:

       At December 31, 2001,  the Company had net operating  loss  carryforwards
for income tax purposes of approximately $4,195,000 available as offsets against
future taxable income.  The net operating loss  carryforwards  expire during the
year 2016.

       The tax effect of  temporary  differences  that give rise to  significant
portions of the deferred tax assets and deferred tax liabilities, consist of the
following:

                                                  December 31,
                                    -----------------------------------------
                                           2001                  2000
                                    -------------------    ------------------
 Deferred tax assets:
      Net operating loss            $       1,594,000      $         397,000
      Less: valuation allowance            (1,594,000)              (397,000)
                                    -------------------    ------------------

 Net deferred tax asset             $              -       $              -
                                    ===================    ==================

4.     COMMITMENTS AND CONTINGENCIES:

       a.  Commitments
           -----------

           1.   Lease commitment
                ----------------

                In January 2002 the Company's  Asian  representative  in Beijing
entered into a three-year  lease for office space, at an aggregate annual rental
approximating $60,000.

                Rent  expense  for the years  ended  December  31, 2001 and 2000
approximated $40,000 and $27,000, respectively.


                                      F-9
<PAGE>

                            INTERLOCK SERVICES, INC.
                                      d/b/a
                   NEW YORK INTERNATIONAL COMMERCE GROUP, INC.
                          (A DEVELOPMENT STAGE ENTITY)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                  FOR THE PERIOD FROM JUNE 30, 1997 (INCEPTION)
                              TO DECEMBER 31, 2001


4.     COMMITMENTS AND CONTINGENCIES:  (Cont'd)
       -----------------------------

           2.   Employment agreements
                ---------------------

                The  Company  intends  to  enter  into   multi-year   employment
agreements with its senior management,  including its president, chief financial
officer,  senior vice president of sales and marketing and Beijing Office branch
vice president. In addition to salary and bonus arrangements,  it is anticipated
that  equity  incentives  for a  substantial  number  of common  shares  will be
included, including common stock share grants and stock options.

       b.  Contingencies
           -------------

           1.   Share cancellations
                -------------------

                In  September  2001,  the  Board  of  Directors  of the  company
cancelled  an aggregate of  6,019,575  shares of common  stock,  pursuant to the
recommendation of a special subcommittee of the board established to investigate
the propriety of various prior stock issuances by previous  management and Board
of  Directors of the Company.  It was  determined  that these shares were either
erroneous or duplicate issuances, or were issued without adequate consideration.

                In  November  2001,  the Board of  Directors  removed its former
Chairman  and  CEO as a  director  of the  Company  as a  result  of  breach  of
responsibilities  to the Company.  These actions are believed to include various
acts which the Company believed  constituted  breaches of fiduciary duty by said
individual,  corporate waste and other actions which damaged the Company and its
stockholders.  The Company intends to pursue available legal remedies to confirm
the action by the Board of Directors,  including, without limitation,  seeking a
declaratory  judgment  regarding the cancellation of these shares and instructed
its transfer agent to cancel 4,529,777 common shares of the Company's stock held
by entities affiliated with him. The Company has received the opinion of special
counsel on this matter  that the  Company has the basis in law to support  these
actions.

           2.   Due to stockholder and advances from third parties
                --------------------------------------------------

                The  Company  has  received  cash  advances  from a  stockholder
aggregating  $423,539 at December 31, 2001 to support its operations.  It is the
intention of the company to negotiate  repayment terms,  and/or convert all or a
portion of these  advances  into  common  shares or other forms of equity in the
company. Additionally, in 2000 the Company received proceeds of $223,918 from an
UK  investment  group as part of a private  equity  offering.  The terms and per
share price of the offering were never finalized and accordingly  this amount is
being  recorded as a  liability  in the  accompanying  financial  statements  at
December 31, 2001.

                Resolution  of these items could  result in the  issuances  of a
substantial  quantity of additional  common shares or other forms of securities.
It is possible that certain of those  securities  could have superior  rights to
those of the current common shareholders.


                                      F-10
<PAGE>


                                   SIGNATURES

         Pursuant to the  requirements  of Section 13 or 15(d) 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.

                                    Interlock Services, Inc. d/b/a New York
                                    International Commerce Group, Inc.

Dated:  April 16, 2002
                                    By: /s/ Joseph W. McDonnell
                                       -----------------------------------------
                                        Joseph W. McDonnell, President

         In accordance with the Exchange Act, this report has been signed by the
following persons in the capacities and on the dates indicated:

     SIGNATURE                     TITLE                          DATE


/s/ Myron Landin            Chief Financial Officer          April 16, 2002
----------------------
   Myron Landin


/s/ Richard Liu             Director                         April 16, 2002
----------------------
    Richard Liu


/s/ Joseph W. McDonnell     Chief Executive Officer,
-----------------------     President and Director            April 16,2002
Joseph W. McDonnell


/s/ Phillip Pearce          Director and Chairman            April 16, 2002
-----------------------
  Phillip Pearce


/s/ Michael Wong
-----------------------     Director, Assistant              April 16, 2002
   Michael Wong             Treasurer and Assistant
                            Secretary

<PAGE>


EXHIBIT INDEX

       NUMBER  DESCRIPTION

       3.1       Certificate of Incorporation  (Incorporated by reference to the
                 Company  Registration  Statement on Form 10-SB,  filed with the
                 Securities  and  Exchange  Commission  ("SEC") on  November  8,
                 1999).

       10.1(*)   Agreement between CMD (USA) Inc. and the Company, dated January
                 22, 2002.

       10.2(*)   Mutual  Cooperation and Joint Venture  Agreement  between Viral
                 Genetics,   Inc.,   a  Delaware   corporation,   and  New  York
                 International Commerce Group, Inc., dated March 2, 2002.

       21.1(*)   List of Subsidiaries

       23.1(*)   Consent of Cuthill & Eddy LLP, dated April 16, 2002

       --------------
       (*)       Filed herewith



                                      F-11