As filed with Securities and Exchange Commission on February 1, 2002
                                                  Registration No. _____________

--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             REGISTRATION STATEMENT
                                   ON FORM S-8
                                      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                          (I.R.S. Employer
 incorporation or organization)                         Identification No.)

                                77 Airpark Drive
                              Ronkonkoma, NY 11779

          (Address, including zip code, and telephone number, including
             area code, of registrant's principal executive offices)

                              CONSULTING AGREEMENTS
                              (Full Title of Plan)

                          CSC Services of Nevada, Inc.
                              502 East John Street
                              Carson City, NV 89706
                     (Name and address of agent for service)

                                 (775) 882-3072
          (Telephone number, including area code, of agent for service)

                                 with a copy to:
                            Martin E. Weisberg, Esq.
                      Jenkens & Gilchrist Parker Chapin LLP
                              The Chrysler Building
                              405 Lexington Avenue
                            New York, New York 10174
                                 (212) 704-6050


Approximate  date  of  commencement  of  proposed  sale  to  public:  As soon as
practicable after the effective date of this Registration Statement.


                                      II-1

<PAGE>

<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------------------------------------------------
 Title of each class of       Amount to be          Proposed Maximum       Proposed Maximum          Amount of
    Securities to be         Registered (1)        Offering Price per     Aggregate Offering    Registration Fee (3)
       Registered                                      Share (2)               Price (2)
---------------------------------------------------------------------------------------------------------------------
<S>                             <C>                       <C>                   <C>                    <C>
Common Stock, par value
    $.001 per share            1,895,000                 .43                   814,850                194.75
---------------------------------------------------------------------------------------------------------------------

         TOTAL:                 1,895,000                 .43                   814,850                194.75
---------------------------------------------------------------------------------------------------------------------
</TABLE>


(1)  Pursuant  to Rule  416(b),  there shall also be deemed  covered  hereby all
additional  securities  resulting  from  anti-dilution   adjustments  under  the
Consulting Agreement.

(2)  The price per share is estimated  solely for the purpose of calculating the
registration fee pursuant to Rule 457(c);  based on the average of the bid (.49)
and ask (.37) prices for the Common Stock as reported on the OTC Bulletin  Board
on January 29, 2002.

(3)  Calculated pursuant to Section 6(b) as follows:  proposed maximum aggregate
offering price multiplied by .000239.


                                      II-2

<PAGE>

                                    PART II.

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.     Incorporation of Documents by Reference.

     The following documents heretofore filed by 2dobiz.com,  Inc, (hereinafter,
the  "Company")  with  the  Securities  Exchange  Commission  (hereinafter,  the
"Commission")  pursuant to Section 13(a) of the Securities  Exchange Act of 1934
(hereinafter, the "1934 Act") are incorporated herein by reference:

     (a) The  Company's  Annual  Report filed on Form 10-KSB for the fiscal year
ended December 31, 2000, as filed with the Commission on May 14, 2001;

     (b) The  Company's  Quarterly  Report  filed on Form 10-QSB for the quarter
ended March 31, 2001, as filed with the Commission on May 29, 2001;

     (d) The  Company's  Quarterly  Report  filed on Form 10-QSB for the quarter
ended June 30, 2001, as filed with the Commission on August 21, 2001, as amended
by Form 10-QSB/A, as filed with the Commission on August 24, 2001; and

     (e) The Company's  Quarterly  Report on Form 10-QSB/A for the quarter ended
September  30, 2001,  as filed with the  Commission  on November  20,  2001,  as
amended by Form 10-QSB/A, as filed with the Commission on December 17, 2001.

     (f) The  description  of the  Company's  Common Stock par value $.001 (the
"Common Stock") which is contained in the Company Registration Statement on Form
10-12G for the  registration of certain classes of securities  filed on November
8, 1999,  including any amendments and reports filed for the purpose of updating
such descriptions.

          All documents  filed by the Company with the Commission  subsequent to
the date of this Registration  Statement pursuant to Section 13(a), 13(c), 14 or
15(d) of the 1934 Act and  prior to the  filing  of a  post-effective  amendment
which indicates that all securities  offered have been sold or which deregisters
all securities  then remaining  unsold,  shall be deemed to be  incorporated  by
reference in this  Registration  Statement and to be a part hereof from the date
of  the  filing  of  such  documents.  Any  statement  contained  in a  document
incorporated or deemed to be incorporated herein by reference shall be deemed to
be modified or  superseded  for purposes of this  Registration  Statement to the
extent  that a statement  contained  herein or in any other  subsequently  filed
document  which  also is or is deemed to be  incorporated  by  reference  herein
modifies or supersedes such statement.  Any statements so modified or superseded
shall not be deemed,  except as so modified or superseded,  to constitute a part
of this Registration Statement, except as indicated herein.


                                      II-3

<PAGE>

Item 4.     Description of Securities.

The Company is authorized to issue 1,790,000  shares of common stock,  par value
$.001 per share (the  "Common  Stock").  The Common  Stock has been  registered
under the 1934 Act. As of December 17, 2002,  approximately 12,908,680 shares of
Common Stock were issued and outstanding.

     The  Common  Stock,  the  securities  to be  registered  pursuant  to  this
Registration Statement on Form S-8, entitle the holders to the following rights:

     Voting  Rights:  Holders of shares of Common Stock are entitled to one vote
per share on all  matters  submitted  to a vote of the  shareholders.  Shares of
Common Stock do not have cumulative voting rights; accordingly, the holders of a
majority of the  shareholder  votes eligible to vote and voting for the election
of the Board of Directors can elect all members of the Board of Directors.

     Dividend  Rights:  Holders of record of shares of Common Stock are entitled
to receive dividends when and if declared by the Board of Directors out of funds
of the Company legally available therefor.

Item 5.     Interests of Named Experts and Counsel.

     Not Applicable.

Item 6.     Indemnification of Directors and Officers.

     (a) Section 78.7502 of the Nevada General Corporation Law ("NGCL") provides
that 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 entity, against expenses, including attorneys'
fees, judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with the action, suit or 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. With respect to actions or suits by or in the right of the
corporation, section 78.7502 provides that a corporation may indemnify those
serving in the capacities mentioned above against expenses, including


                                      II-4
<PAGE>

amounts paid in settlement and attorneys' fees actually and reasonably incurred
in connection with the defense or settlement of the action or suit, provided
that such person 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. 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, or in defense of any claim, issue or matter therein, the corporation
shall indemnify him against expenses, including attorneys' fees, actually and
reasonably incurred by him in connection with the defense.

     Section 78.751 of the NGCL provides that 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 an action, suit or proceeding must
be paid by the corporation 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 that he
is not entitled to be indemnified by the corporation. Section 78.751 further
provides that indemnification and advancement of expense provisions contained in
the NGCL shall not be deemed exclusive of any rights to which a director,
officer, employee or agent may be entitled, whether contained in the articles of
incorporation or any by-law, agreement, vote of stockholders or disinterested
directors or otherwise, provided, however, that no indemnification may be made
to or on behalf of any director or officer if a final adjudication establishes
that his acts or omissions involved intentional misconduct, fraud or a knowing
violation of the law and was material to the cause of action

     (b) The bylaws of the Company provide that the Company shall indemnify the
directors and officers of the Company from and against any and all claims,
judgments and liabilities to which such directors or officers shall become
subject by reason of any action or omission alleged to have been taken by such
director or officer, and shall reimburse each director or officer for all legal
and other expenses reasonably incurred by him in connection with any such claim
of liability, provided, however, that no director or officer shall be
indemnified against, or be reimbursed for, any expense incurred in connection
with any claim or liability arising out of his own gross negligence or willful
misconduct.

Item 7.     Exemption from Registration Claimed.

     Not Applicable.


                                      II-5

<PAGE>

Item 8.     Exhibits.

Exhibit
Number      Description
------      -----------

5.1*        Opinion of Jenkens & Gilchrist  Parker  Chapin  LLP,  counsel to the
            Company, as to the legality of Common Stock being offered.

23.1*       Consent of Meeks, Dorman & Company, P.A., auditors to the Company.

23.2*       Consent of Jenkens &  Gilchrist  Parker  Chapin  LLP  (contained  in
            Exhibit 5.1).

24.1*       Powers of Attorney of certain directors and officers of the Company.

99.1*       Consulting Agreement dated as of January 24, 2002 by and between the
            Company and Robert Weidenbaum

99.2*       Consulting Agreement dated as of January 24, 2002 by and between the
            Company and Douglas G. Furth

99.3*       Consulting Agreement dated as of January 24, 2002 by and between the
            Company and M. Robert Walker

99.4*       Consulting Agreement dated as of January 24, 2002 by and between the
            Company and Vincent Molinari

----------

* Filed herewith.


                                      II-6

<PAGE>

Item 9.     Undertakings.

     The 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  this  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,  as  amended  (the  "Securities   Act"),   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.

          Insofar  as   indemnification   for  liabilities   arising  under  the
Securities Act 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 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  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  Securities  Act and will be  governed by the final
adjudication of such issue.


                                      II-7

<PAGE>

                                   SIGNATURES

          Pursuant  to the  requirements  of the  Securities  Act  of  1933,  as
amended, the Company certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing this registration statement 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 New York, state of
New York, on this 29th day of January, 2002.

                                        2DOBIZ.COM, INC.


                                        By: /s/ Joseph W. McDonnell
                                           -------------------------------------
                                        Name:  Joseph W. McDonnell
                                        Title: President

                                POWER OF ATTORNEY

          KNOW ALL MEN BY THESE PRESENTS,  that each of the  undersigned  hereby
constitutes   and   appoints   Joseph   W.   McDonnell   his  true  and   lawful
attorney-in-fact and agent, for him and in his name, place and stead, in any and
all capacities,  with full power to act alone, to sign any and all amendments to
this  Registration   Statement,   and  to  file  each  such  amendment  to  this
Registration  Statement with all exhibits thereto,  and any and all documents in
connection   therewith,   with  the   Commission,   hereby  granting  unto  said
attorney-in-fact  and agent full power and  authority  to do and perform any and
all acts and  things  required  and  necessary  to be done,  as fully and to all
intents and purposes as, he might or could do in person,  hereby  ratifying  and
confirming all that said  attorney-in-fact and agent may lawfully do or cause to
be done by virtue hereof.

          Pursuant  to the  requirements  of the  Securities  Act  of  1933,  as
amended,  this  Registration  Statement  has been signed below by the  following
persons in the capacities and on the 29th day of January, 2002 indicated.

                 Signature                                Title
                 ---------                                -----

/s/ Phillip Pearce
-------------------------------                    Director and Chairman
Name:  Phillip Pearce


/s/ Michael Wong
-------------------------------                    Assistant Treasurer,
Name:  Michael Wong                                Assistant Secretary and
                                                   Director


-------------------------------                    Director
Name:  Richard Liu


/s/ Joseph W. McDonnell
-------------------------------                    President and Director
Name: Joseph W. McDonnell


                                      II-8

<PAGE>

                                  EXHIBIT INDEX

Exhibit
Number      Description
------      -----------

5.1*        Opinion of Jenkens & Gilchrist  Parker  Chapin  LLP,  counsel to the
            Company, as to the legality of Common Stock being offered.

23.1*       Consent of Meeks, Dorman & Company, P.A., auditors to the Company.

23.2*       Consent of Jenkens &  Gilchrist  Parker  Chapin  LLP  (contained  in
            Exhibit 5.1).

24.1*       Powers of Attorney of certain directors and officers of the Company.

99.1*       Consulting Agreement dated as of January 24, 2002 by and between the
            Company and Robert Weidenbaum

99.2*       Consulting Agreement dated as of January 24, 2002 by and between the
            Company and Douglas G. Furth

99.3*       Consulting Agreement dated as of January 24, 2002 by and between the
            Company and M. Robert Walker

99.4*       Consulting Agreement dated as of January 24, 2002 by and between the
            Company and Vincent Molinari

----------

* Filed herewith.
[{"type": "S-8", "sequence": "1", "filename": "forms80102.txt", "description": "FORM S-8 - DATED 01/02", "secsgml_size_bytes": 19107}]
{"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": "333-81944", "film-number": "02525104"}, "business-address": {"street1": "122-1020 MAINLAND ST", "street2": "VANCOUVER BC", "city": "V6B 2T4", "state": "A1", "zip": "85710", "phone": "6046873895"}, "mail-address": {"street1": "122-1020 MAINLAND ST", "street2": "VANCOUVER BC", "city": "V6B 2T4", "state": "AZ", "zip": "85710"}, "former-company": {"former-conformed-name": "INTERLOCK SERVICES INC", "date-changed": "19991005"}}
As filed with Securities and Exchange Commission on February 1, 2002
                                                  Registration No. _____________

--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             REGISTRATION STATEMENT
                                   ON FORM S-8
                                      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                          (I.R.S. Employer
 incorporation or organization)                         Identification No.)

                                77 Airpark Drive
                              Ronkonkoma, NY 11779

          (Address, including zip code, and telephone number, including
             area code, of registrant's principal executive offices)

                              CONSULTING AGREEMENTS
                              (Full Title of Plan)

                          CSC Services of Nevada, Inc.
                              502 East John Street
                              Carson City, NV 89706
                     (Name and address of agent for service)

                                 (775) 882-3072
          (Telephone number, including area code, of agent for service)

                                 with a copy to:
                            Martin E. Weisberg, Esq.
                      Jenkens & Gilchrist Parker Chapin LLP
                              The Chrysler Building
                              405 Lexington Avenue
                            New York, New York 10174
                                 (212) 704-6050

Approximate  date  of  commencement  of  proposed  sale  to  public:  As soon as
practicable after the effective date of this Registration Statement.

                                      II-1
CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------------------------------------------------
 Title of each class of       Amount to be          Proposed Maximum       Proposed Maximum          Amount of
    Securities to be         Registered (1)        Offering Price per     Aggregate Offering    Registration Fee (3)
       Registered                                      Share (2)               Price (2)
---------------------------------------------------------------------------------------------------------------------
Common Stock, par value
    $.001 per share            1,895,000                 .43                   814,850                194.75
---------------------------------------------------------------------------------------------------------------------

         TOTAL:                 1,895,000                 .43                   814,850                194.75
---------------------------------------------------------------------------------------------------------------------
(1)  Pursuant  to Rule  416(b),  there shall also be deemed  covered  hereby all
additional  securities  resulting  from  anti-dilution   adjustments  under  the
Consulting Agreement.

(2)  The price per share is estimated  solely for the purpose of calculating the
registration fee pursuant to Rule 457(c);  based on the average of the bid (.49)
and ask (.37) prices for the Common Stock as reported on the OTC Bulletin  Board
on January 29, 2002.

(3)  Calculated pursuant to Section 6(b) as follows:  proposed maximum aggregate
offering price multiplied by .000239.

                                      II-2
PART II.

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.     Incorporation of Documents by Reference.

     The following documents heretofore filed by 2dobiz.com,  Inc, (hereinafter,
the  "Company")  with  the  Securities  Exchange  Commission  (hereinafter,  the
"Commission")  pursuant to Section 13(a) of the Securities  Exchange Act of 1934
(hereinafter, the "1934 Act") are incorporated herein by reference:

     (a) The  Company's  Annual  Report filed on Form 10-KSB for the fiscal year
ended December 31, 2000, as filed with the Commission on May 14, 2001;

     (b) The  Company's  Quarterly  Report  filed on Form 10-QSB for the quarter
ended March 31, 2001, as filed with the Commission on May 29, 2001;

     (d) The  Company's  Quarterly  Report  filed on Form 10-QSB for the quarter
ended June 30, 2001, as filed with the Commission on August 21, 2001, as amended
by Form 10-QSB/A, as filed with the Commission on August 24, 2001; and

     (e) The Company's  Quarterly  Report on Form 10-QSB/A for the quarter ended
September  30, 2001,  as filed with the  Commission  on November  20,  2001,  as
amended by Form 10-QSB/A, as filed with the Commission on December 17, 2001.

     (f) The  description  of the  Company's  Common Stock par value $.001 (the
"Common Stock") which is contained in the Company Registration Statement on Form
10-12G for the  registration of certain classes of securities  filed on November
8, 1999,  including any amendments and reports filed for the purpose of updating
such descriptions.

          All documents  filed by the Company with the Commission  subsequent to
the date of this Registration  Statement pursuant to Section 13(a), 13(c), 14 or
15(d) of the 1934 Act and  prior to the  filing  of a  post-effective  amendment
which indicates that all securities  offered have been sold or which deregisters
all securities  then remaining  unsold,  shall be deemed to be  incorporated  by
reference in this  Registration  Statement and to be a part hereof from the date
of  the  filing  of  such  documents.  Any  statement  contained  in a  document
incorporated or deemed to be incorporated herein by reference shall be deemed to
be modified or  superseded  for purposes of this  Registration  Statement to the
extent  that a statement  contained  herein or in any other  subsequently  filed
document  which  also is or is deemed to be  incorporated  by  reference  herein
modifies or supersedes such statement.  Any statements so modified or superseded
shall not be deemed,  except as so modified or superseded,  to constitute a part
of this Registration Statement, except as indicated herein.

                                      II-3
Item 4.     Description of Securities.

The Company is authorized to issue 1,790,000  shares of common stock,  par value
$.001 per share (the  "Common  Stock").  The Common  Stock has been  registered
under the 1934 Act. As of December 17, 2002,  approximately 12,908,680 shares of
Common Stock were issued and outstanding.

     The  Common  Stock,  the  securities  to be  registered  pursuant  to  this
Registration Statement on Form S-8, entitle the holders to the following rights:

     Voting  Rights:  Holders of shares of Common Stock are entitled to one vote
per share on all  matters  submitted  to a vote of the  shareholders.  Shares of
Common Stock do not have cumulative voting rights; accordingly, the holders of a
majority of the  shareholder  votes eligible to vote and voting for the election
of the Board of Directors can elect all members of the Board of Directors.

     Dividend  Rights:  Holders of record of shares of Common Stock are entitled
to receive dividends when and if declared by the Board of Directors out of funds
of the Company legally available therefor.

Item 5.     Interests of Named Experts and Counsel.

     Not Applicable.

Item 6.     Indemnification of Directors and Officers.

     (a) Section 78.7502 of the Nevada General Corporation Law ("NGCL") provides
that 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 entity, against expenses, including attorneys'
fees, judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with the action, suit or 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. With respect to actions or suits by or in the right of the
corporation, section 78.7502 provides that a corporation may indemnify those
serving in the capacities mentioned above against expenses, including

                                      II-4
amounts paid in settlement and attorneys' fees actually and reasonably incurred
in connection with the defense or settlement of the action or suit, provided
that such person 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. 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, or in defense of any claim, issue or matter therein, the corporation
shall indemnify him against expenses, including attorneys' fees, actually and
reasonably incurred by him in connection with the defense.

     Section 78.751 of the NGCL provides that 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 an action, suit or proceeding must
be paid by the corporation 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 that he
is not entitled to be indemnified by the corporation. Section 78.751 further
provides that indemnification and advancement of expense provisions contained in
the NGCL shall not be deemed exclusive of any rights to which a director,
officer, employee or agent may be entitled, whether contained in the articles of
incorporation or any by-law, agreement, vote of stockholders or disinterested
directors or otherwise, provided, however, that no indemnification may be made
to or on behalf of any director or officer if a final adjudication establishes
that his acts or omissions involved intentional misconduct, fraud or a knowing
violation of the law and was material to the cause of action

     (b) The bylaws of the Company provide that the Company shall indemnify the
directors and officers of the Company from and against any and all claims,
judgments and liabilities to which such directors or officers shall become
subject by reason of any action or omission alleged to have been taken by such
director or officer, and shall reimburse each director or officer for all legal
and other expenses reasonably incurred by him in connection with any such claim
of liability, provided, however, that no director or officer shall be
indemnified against, or be reimbursed for, any expense incurred in connection
with any claim or liability arising out of his own gross negligence or willful
misconduct.

Item 7.     Exemption from Registration Claimed.

     Not Applicable.

                                      II-5
Item 8.     Exhibits.

Exhibit
Number      Description
------      -----------

5.1*        Opinion of Jenkens & Gilchrist  Parker  Chapin  LLP,  counsel to the
            Company, as to the legality of Common Stock being offered.

23.1*       Consent of Meeks, Dorman & Company, P.A., auditors to the Company.

23.2*       Consent of Jenkens &  Gilchrist  Parker  Chapin  LLP  (contained  in
            Exhibit 5.1).

24.1*       Powers of Attorney of certain directors and officers of the Company.

99.1*       Consulting Agreement dated as of January 24, 2002 by and between the
            Company and Robert Weidenbaum

99.2*       Consulting Agreement dated as of January 24, 2002 by and between the
            Company and Douglas G. Furth

99.3*       Consulting Agreement dated as of January 24, 2002 by and between the
            Company and M. Robert Walker

99.4*       Consulting Agreement dated as of January 24, 2002 by and between the
            Company and Vincent Molinari

----------

* Filed herewith.

                                      II-6
Item 9.     Undertakings.

     The 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  this  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,  as  amended  (the  "Securities   Act"),   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.

          Insofar  as   indemnification   for  liabilities   arising  under  the
Securities Act 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 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  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  Securities  Act and will be  governed by the final
adjudication of such issue.

                                      II-7
SIGNATURES

          Pursuant  to the  requirements  of the  Securities  Act  of  1933,  as
amended, the Company certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing this registration statement 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 New York, state of
New York, on this 29th day of January, 2002.

                                        2DOBIZ.COM, INC.

                                        By: /s/ Joseph W. McDonnell
                                           -------------------------------------
                                        Name:  Joseph W. McDonnell
                                        Title: President

                                POWER OF ATTORNEY

          KNOW ALL MEN BY THESE PRESENTS,  that each of the  undersigned  hereby
constitutes   and   appoints   Joseph   W.   McDonnell   his  true  and   lawful
attorney-in-fact and agent, for him and in his name, place and stead, in any and
all capacities,  with full power to act alone, to sign any and all amendments to
this  Registration   Statement,   and  to  file  each  such  amendment  to  this
Registration  Statement with all exhibits thereto,  and any and all documents in
connection   therewith,   with  the   Commission,   hereby  granting  unto  said
attorney-in-fact  and agent full power and  authority  to do and perform any and
all acts and  things  required  and  necessary  to be done,  as fully and to all
intents and purposes as, he might or could do in person,  hereby  ratifying  and
confirming all that said  attorney-in-fact and agent may lawfully do or cause to
be done by virtue hereof.

          Pursuant  to the  requirements  of the  Securities  Act  of  1933,  as
amended,  this  Registration  Statement  has been signed below by the  following
persons in the capacities and on the 29th day of January, 2002 indicated.

                 Signature                                Title
                 ---------                                -----

/s/ Phillip Pearce
-------------------------------                    Director and Chairman
Name:  Phillip Pearce

/s/ Michael Wong
-------------------------------                    Assistant Treasurer,
Name:  Michael Wong                                Assistant Secretary and
                                                   Director

-------------------------------                    Director
Name:  Richard Liu

/s/ Joseph W. McDonnell
-------------------------------                    President and Director
Name: Joseph W. McDonnell

                                      II-8
EXHIBIT INDEX

Exhibit
Number      Description
------      -----------

5.1*        Opinion of Jenkens & Gilchrist  Parker  Chapin  LLP,  counsel to the
            Company, as to the legality of Common Stock being offered.

23.1*       Consent of Meeks, Dorman & Company, P.A., auditors to the Company.

23.2*       Consent of Jenkens &  Gilchrist  Parker  Chapin  LLP  (contained  in
            Exhibit 5.1).

24.1*       Powers of Attorney of certain directors and officers of the Company.

99.1*       Consulting Agreement dated as of January 24, 2002 by and between the
            Company and Robert Weidenbaum

99.2*       Consulting Agreement dated as of January 24, 2002 by and between the
            Company and Douglas G. Furth

99.3*       Consulting Agreement dated as of January 24, 2002 by and between the
            Company and M. Robert Walker

99.4*       Consulting Agreement dated as of January 24, 2002 by and between the
            Company and Vincent Molinari

----------

* Filed herewith.