U. S. SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, D.C. 20549


                             FORM S-8
                      REGISTRATION STATEMENT
                               UNDER
                    THE SECURITIES ACT OF 1933


                         2dobiz.com, Inc.
      ------------------------------------------------------
      (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

             NEVADA                          77-0448262
(STATE OR OTHER JURISDICTION OF     (IRS EMPLOYER IDENTIFICATION
 INCORPORATION OR ORGANIZATION)                 NO.)

   122-1020 Mainland Street,                  V6B 2T4
      Vancouver, BC Canada
(Address of principal executive              (Zip Code)
            offices)



Registrant's telephone number, including area code: (604) 602-2378
                          --------------


                       CONSULTING AGREEMENTS
                    BETWEEN THE REGISTRANT AND
               THOMAS SANDELIER AND JAMES A. CAPWILL
                     (Full title of the plans)

                            David Roth
                     122-1020 Mainland Street
            Vancouver, British Columbia, Canada V6B 2T4
              ---------------------------------------
              (Name and address of agent for service)

                          (604) 602-2374
   -------------------------------------------------------------
   (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)


                   COPIES OF COMMUNICATIONS TO:
                       Thomas C. Cook, Esq.
                Thomas C. Cook and Associates, Ltd.
                 3110 South Valley View, Suite 106
                     Las Vegas, Nevada  89102
                          (702) 876-5941


/1/



                  CALCULATION OF REGISTRATION FEE

                           Proposed       Proposed
                           maximum      maximum
Title of      Amount to    offering     aggregate     Amount of
securities   be            price per    offering      registration
to be        registered    unit         price         fee
registered
Common        1,000,000       $0.685      $650,750     $ none
Stock, par      Shares
value, $.001
per share



*Estimated solely for purposes of calculating the registration
fee. Calculated in accordance with Rule 457(c) under the
Securities Act of 1933 based upon the average of the bid and asked
price of Common Stock of 2dobiz.com, Inc. as reported on the NASD
over-the-counter bulletin board on January 29, 2001.

                              PART I
       Information Required in the Section 10(a) Prospectus

Item 1.  Plan Information

The Company is offering shares of its common stock to various
individuals for consulting services on the Company's behalf.  This
issuance of shares is being made pursuant to consulting agreements
between the Company and the individuals.  The Company has equated
this number of shares to the value of the consulting services
provided or to be provided by these individuals.  The shares
issued hereunder will not be subject to any resale restrictions.
The following individuals will receive the number of shares listed
next to their names:

             Thomas Sandelier          800,000
             James A. Capwill          200,000

                              PART II

        Information Required in the Registration Statement


ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents, filed with the Securities and Exchange
Commission (the "Commission") by 2dobiz.com, Inc., a Nevada
corporation (the "Company"), are incorporated herein by reference:

      (a) The registrant's Articles of Incorporation filed on
      October 28, 1996;

      (b) The registrant's By-Laws filed on October 28, 1996;

      (c) All other reports of the Company filed pursuant to
      Section 13(a) or 15(d) of the Securities Exchange Act of
      1934 since the end of the fiscal year ended December 31,
      1999; and


/2/

      (d) All documents subsequently filed by the registrant
      pursuant to sections 13(a), 13(c), 14 and 15(d) of the
      Exchange Act during the effectiveness of this registration
      statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

   Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

The shares registered herein are being issued to the consultants
for services provided to the Registrant.  Neither the Registrant's
Accountants nor any other experts named in the registration
statement has any equity or other interest in the Registrant.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

THE ARTICLES OF INCORPORATION OF THE COMPANY PROVIDE FOR
INDEMNIFICATION OF EMPLOYEES AND OFFICERS IN CERTAIN CASES.
INSOFAR AS INDEMNIFICATION FOR LIABILITIES ARISING UNDER THE
SECURITIES ACT OF 1933 MAY BE PERMITTED TO DIRECTORS, OFFICERS OR
PERSONS CONTROLLING THE COMPANY PURSUANT TO THE FOREGOING
PROVISIONS, THE COMPANY HAS BEEN INFORMED THAT IN THE OPINION OF
THE SECURTIES AND EXCHANGE COMMISSION SUCH NDEMNIFICATION IS
AGAINST PUBLIC POLICY AS EXPRESSED IN THE ACT AND IS THEREFORE
UNENFORCEABLE.

In addition, Section 78.751 of the Nevada General Corporation Laws
provides as follows: 78.751 Indemnification of officers,
directors, employees and agents; advance of expenses.

1.  A corporation may indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, except an action by or in the
right of the corporation, by reason of the fact that he is or was
a director, officer, employee or agent of the corporation, or is
or was serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses,
including attorney's fees, judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection
with the action, suitor proceeding if he acted in good faith and
in a manner which he reasonably believed to be in or not opposed
to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent, does not, of itself,
create a presumption that the person did not act in good faith and
in a manner which he reasonably believed to be in or not opposed
to the best interests of the corporation, and that, with respect
to any criminal action or proceeding, he had reasonable cause to
believe that his conduct was unlawful.

2.  A corporation may indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that he is
or was a director, officer, employee or agent of the corporation,
or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against
expenses, including amounts paid in settlement and attorneys' fees
actually and reasonably incurred by him in connection with the
defense or settlement of the action or suit if he acted in good
faith and in a manner which he reasonably believed to be in or not
opposed to the best interests of the corporation. Indemnification
may not be made for any claim, issue or matter as to which such a
person has been adjudged by a court of competent jurisdiction,
after exhaustion of all appeals there from, to be liable to the
corporation or for amounts paid in settlement to the corporation,
unless and only to the extent that the court in which the action
or suit was brought or other court of competent jurisdiction
determines upon application that in view of all the circumstances
of the case, the person is fairly and reasonably entitled to
indemnity for such expenses as the court deems proper.


/3/


3.  To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in
subsections 1 and 2, or in defense of any claim, issue or matter
therein, he must be indemnified by the corporation against
expenses, including attorneys' fees, actually and reasonably
incurred by him in connection with the defense.

4.  Any indemnification under subsections 1 and 2, unless ordered
by a court or advanced pursuant to subsection 5, must be made by
the corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer,
employee or agent is proper in the circumstances. The
determination must be made: (a) By the stockholders: (b) By the
board of directors by majority vote of a quorum consisting o
directors who were not parties to act, suit or proceeding; (c) If
a majority vote of a quorum consisting of directors who were not
parties to the act, suit or proceeding so orders, by independent
legal counsel in a written opinion; or (d) If a quorum consisting
of directors who were not parties to the act, suit or proceeding
cannot to obtained, by independent legal counsel in a written
opinion; or

5.  The Articles of Incorporation, the Bylaws or an agreement made
by the corporation may provide that the expenses of officers and
directors incurred in defending a civil or criminal, suit or
proceeding must be paid by the corporation as they are incurred
and in advance of the final disposition of the action, suit or
proceeding, upon receipt of an undertaking by or on behalf of the
director or officer to repay the amount if it is ultimately
determined by a court of competent jurisdiction that he is not
entitled to be indemnified by corporation. The provisions of this
subsection do not affect any rights to advancement of expenses to
which corporate personnel other than the directors or officers may
be entitled under any contract or otherwise by law.

6.  The indemnification and advancement of expenses authorized in
or ordered by a court pursuant to this section: (a) Does not
exclude any other rights to which a person seeking indemnification
or advancement of expenses may be entitled under the articles of
incorporation or any bylaw, agreement, vote of stockholders or
disinterested directors or otherwise, for either an action in his
official capacity or an action in another capacity while holding
his office, except that indemnification, unless ordered by a court
pursuant to subsection 2 or for the advancement of expenses made
pursuant to subsection 5, may not be made to or on behalf of any
director or officer if a final adjudication establishes that his
act or omissions involved intentional misconduct, fraud or a
knowing violation of the law and was material to the cause of
action. (b) Continues for a person who has ceased to be a
director, officer, employee or agent and endures to the benefit of
the heirs, executors and administrators of such a person.  Insofar
as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and is,
therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment
by the registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.


/4/


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

  Not applicable.


ITEM 8.  EXHIBITS.

     4.11 - Consulting Agreement between 2dobiz.com, Inc. and
     Thomas Sandelier

     4.12 - Consulting Agreement between 2dobiz.com, Inc. and
     James A. Capwill

     5.3 - Opinion of Thomas C. Cook and Associates, Ltd. 23.3 -
     Consent of Thomas C. Cook and Associates, Ltd. (included in
     Exhibit 5).

     24.3 - Power of Attorney (included in signature page).

ITEM 9.  UNDERTAKINGS.

(a)  The undersigned Company hereby undertakes:

(1)  To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement to
include any material information with respect to the plan of
distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement.

(2)  That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.

(3)  To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.

(b)  The undersigned Company hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933,
each filing of the Company's annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934
(and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Securities Exchange
Act of 1934) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.


/5/


(c)  Insofar as indemnification for liabilities arising under
Securities Act of1933 may be permitted to directors, officers, and
controlling persons of the Company pursuant to the foregoing
provisions, or otherwise, the Company has been advised that in the
opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than payment by
the Company of expenses paid or incurred by a director, officer or
controlling person of the Company in the successful defense of any
action, suit, or proceeding) is asserted by such director,
officer, or controlling person in connection with the securities
being registered, the Company will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed
in the Act and will be governed by the final adjudication of such
issue.


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
Company certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has
duly caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of
Vancouver, the Province of British Columbia, Canada, on this 25th
day of January, 2001.


                               2dobiz.com, Inc.


                                By:/s/ David Roth
                               David Roth, President


Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in
the capacities and on the dates indicated:


/s/ David Roth                             January 25, 2001
David Roth
President, CEO and Director


/6/
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{"company-data": {"conformed-name": "2DOBIZ COM INCICES INC", "cik": "0001096297", "assigned-sic": "9995", "irs-number": "770448262", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-54768", "film-number": "1521529"}, "business-address": {"street1": "122-1020 MAINLAND ST", "street2": "VANCOUVER BC", "city": "V6B 2T4", "state": "A1", "phone": "6046873895"}, "mail-address": {"street1": "122-1020 MAINLAND ST", "street2": "VANCOUVER BC", "city": "V6B 2T4"}, "former-company": {"former-conformed-name": "INTERLOCK SERVICES INC", "date-changed": "19991005"}}
U. S. SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, D.C. 20549

                             FORM S-8
                      REGISTRATION STATEMENT
                               UNDER
                    THE SECURITIES ACT OF 1933

                         2dobiz.com, Inc.
      ------------------------------------------------------
      (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

             NEVADA                          77-0448262
(STATE OR OTHER JURISDICTION OF     (IRS EMPLOYER IDENTIFICATION
 INCORPORATION OR ORGANIZATION)                 NO.)

   122-1020 Mainland Street,                  V6B 2T4
      Vancouver, BC Canada
(Address of principal executive              (Zip Code)
            offices)

Registrant's telephone number, including area code: (604) 602-2378
                          --------------

                       CONSULTING AGREEMENTS
                    BETWEEN THE REGISTRANT AND
               THOMAS SANDELIER AND JAMES A. CAPWILL
                     (Full title of the plans)

                            David Roth
                     122-1020 Mainland Street
            Vancouver, British Columbia, Canada V6B 2T4
              ---------------------------------------
              (Name and address of agent for service)

                          (604) 602-2374
   -------------------------------------------------------------
   (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                   COPIES OF COMMUNICATIONS TO:
                       Thomas C. Cook, Esq.
                Thomas C. Cook and Associates, Ltd.
                 3110 South Valley View, Suite 106
                     Las Vegas, Nevada  89102
                          (702) 876-5941

/1/

                  CALCULATION OF REGISTRATION FEE

                           Proposed       Proposed
                           maximum      maximum
Title of      Amount to    offering     aggregate     Amount of
securities   be            price per    offering      registration
to be        registered    unit         price         fee
registered
Common        1,000,000       $0.685      $650,750     $ none
Stock, par      Shares
value, $.001
per share

*Estimated solely for purposes of calculating the registration
fee. Calculated in accordance with Rule 457(c) under the
Securities Act of 1933 based upon the average of the bid and asked
price of Common Stock of 2dobiz.com, Inc. as reported on the NASD
over-the-counter bulletin board on January 29, 2001.

                              PART I
       Information Required in the Section 10(a) Prospectus

Item 1.  Plan Information

The Company is offering shares of its common stock to various
individuals for consulting services on the Company's behalf.  This
issuance of shares is being made pursuant to consulting agreements
between the Company and the individuals.  The Company has equated
this number of shares to the value of the consulting services
provided or to be provided by these individuals.  The shares
issued hereunder will not be subject to any resale restrictions.
The following individuals will receive the number of shares listed
next to their names:

             Thomas Sandelier          800,000
             James A. Capwill          200,000

                              PART II

        Information Required in the Registration Statement

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents, filed with the Securities and Exchange
Commission (the "Commission") by 2dobiz.com, Inc., a Nevada
corporation (the "Company"), are incorporated herein by reference:

      (a) The registrant's Articles of Incorporation filed on
      October 28, 1996;

      (b) The registrant's By-Laws filed on October 28, 1996;

      (c) All other reports of the Company filed pursuant to
      Section 13(a) or 15(d) of the Securities Exchange Act of
      1934 since the end of the fiscal year ended December 31,
      1999; and

/2/

      (d) All documents subsequently filed by the registrant
      pursuant to sections 13(a), 13(c), 14 and 15(d) of the
      Exchange Act during the effectiveness of this registration
      statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

   Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

The shares registered herein are being issued to the consultants
for services provided to the Registrant.  Neither the Registrant's
Accountants nor any other experts named in the registration
statement has any equity or other interest in the Registrant.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

THE ARTICLES OF INCORPORATION OF THE COMPANY PROVIDE FOR
INDEMNIFICATION OF EMPLOYEES AND OFFICERS IN CERTAIN CASES.
INSOFAR AS INDEMNIFICATION FOR LIABILITIES ARISING UNDER THE
SECURITIES ACT OF 1933 MAY BE PERMITTED TO DIRECTORS, OFFICERS OR
PERSONS CONTROLLING THE COMPANY PURSUANT TO THE FOREGOING
PROVISIONS, THE COMPANY HAS BEEN INFORMED THAT IN THE OPINION OF
THE SECURTIES AND EXCHANGE COMMISSION SUCH NDEMNIFICATION IS
AGAINST PUBLIC POLICY AS EXPRESSED IN THE ACT AND IS THEREFORE
UNENFORCEABLE.

In addition, Section 78.751 of the Nevada General Corporation Laws
provides as follows: 78.751 Indemnification of officers,
directors, employees and agents; advance of expenses.

1.  A corporation may indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, except an action by or in the
right of the corporation, by reason of the fact that he is or was
a director, officer, employee or agent of the corporation, or is
or was serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses,
including attorney's fees, judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection
with the action, suitor proceeding if he acted in good faith and
in a manner which he reasonably believed to be in or not opposed
to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent, does not, of itself,
create a presumption that the person did not act in good faith and
in a manner which he reasonably believed to be in or not opposed
to the best interests of the corporation, and that, with respect
to any criminal action or proceeding, he had reasonable cause to
believe that his conduct was unlawful.

2.  A corporation may indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that he is
or was a director, officer, employee or agent of the corporation,
or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against
expenses, including amounts paid in settlement and attorneys' fees
actually and reasonably incurred by him in connection with the
defense or settlement of the action or suit if he acted in good
faith and in a manner which he reasonably believed to be in or not
opposed to the best interests of the corporation. Indemnification
may not be made for any claim, issue or matter as to which such a
person has been adjudged by a court of competent jurisdiction,
after exhaustion of all appeals there from, to be liable to the
corporation or for amounts paid in settlement to the corporation,
unless and only to the extent that the court in which the action
or suit was brought or other court of competent jurisdiction
determines upon application that in view of all the circumstances
of the case, the person is fairly and reasonably entitled to
indemnity for such expenses as the court deems proper.

/3/

3.  To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in
subsections 1 and 2, or in defense of any claim, issue or matter
therein, he must be indemnified by the corporation against
expenses, including attorneys' fees, actually and reasonably
incurred by him in connection with the defense.

4.  Any indemnification under subsections 1 and 2, unless ordered
by a court or advanced pursuant to subsection 5, must be made by
the corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer,
employee or agent is proper in the circumstances. The
determination must be made: (a) By the stockholders: (b) By the
board of directors by majority vote of a quorum consisting o
directors who were not parties to act, suit or proceeding; (c) If
a majority vote of a quorum consisting of directors who were not
parties to the act, suit or proceeding so orders, by independent
legal counsel in a written opinion; or (d) If a quorum consisting
of directors who were not parties to the act, suit or proceeding
cannot to obtained, by independent legal counsel in a written
opinion; or

5.  The Articles of Incorporation, the Bylaws or an agreement made
by the corporation may provide that the expenses of officers and
directors incurred in defending a civil or criminal, suit or
proceeding must be paid by the corporation as they are incurred
and in advance of the final disposition of the action, suit or
proceeding, upon receipt of an undertaking by or on behalf of the
director or officer to repay the amount if it is ultimately
determined by a court of competent jurisdiction that he is not
entitled to be indemnified by corporation. The provisions of this
subsection do not affect any rights to advancement of expenses to
which corporate personnel other than the directors or officers may
be entitled under any contract or otherwise by law.

6.  The indemnification and advancement of expenses authorized in
or ordered by a court pursuant to this section: (a) Does not
exclude any other rights to which a person seeking indemnification
or advancement of expenses may be entitled under the articles of
incorporation or any bylaw, agreement, vote of stockholders or
disinterested directors or otherwise, for either an action in his
official capacity or an action in another capacity while holding
his office, except that indemnification, unless ordered by a court
pursuant to subsection 2 or for the advancement of expenses made
pursuant to subsection 5, may not be made to or on behalf of any
director or officer if a final adjudication establishes that his
act or omissions involved intentional misconduct, fraud or a
knowing violation of the law and was material to the cause of
action. (b) Continues for a person who has ceased to be a
director, officer, employee or agent and endures to the benefit of
the heirs, executors and administrators of such a person.  Insofar
as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and is,
therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment
by the registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.

/4/

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

  Not applicable.

ITEM 8.  EXHIBITS.

     4.11 - Consulting Agreement between 2dobiz.com, Inc. and
     Thomas Sandelier

     4.12 - Consulting Agreement between 2dobiz.com, Inc. and
     James A. Capwill

     5.3 - Opinion of Thomas C. Cook and Associates, Ltd. 23.3 -
     Consent of Thomas C. Cook and Associates, Ltd. (included in
     Exhibit 5).

     24.3 - Power of Attorney (included in signature page).

ITEM 9.  UNDERTAKINGS.

(a)  The undersigned Company hereby undertakes:

(1)  To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement to
include any material information with respect to the plan of
distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement.

(2)  That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.

(3)  To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.

(b)  The undersigned Company hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933,
each filing of the Company's annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934
(and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Securities Exchange
Act of 1934) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.

/5/

(c)  Insofar as indemnification for liabilities arising under
Securities Act of1933 may be permitted to directors, officers, and
controlling persons of the Company pursuant to the foregoing
provisions, or otherwise, the Company has been advised that in the
opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than payment by
the Company of expenses paid or incurred by a director, officer or
controlling person of the Company in the successful defense of any
action, suit, or proceeding) is asserted by such director,
officer, or controlling person in connection with the securities
being registered, the Company will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed
in the Act and will be governed by the final adjudication of such
issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
Company certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has
duly caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of
Vancouver, the Province of British Columbia, Canada, on this 25th
day of January, 2001.

                               2dobiz.com, Inc.

                                By:/s/ David Roth
                               David Roth, President

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in
the capacities and on the dates indicated:

/s/ David Roth                             January 25, 2001
David Roth
President, CEO and Director

/6/