Royalite Petroleum 10QSB 2004 Q2 Quarterly report (small business)

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

FORM 10-QSB

x Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period endedJuly 31, 2004

¨ Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period ________________ to ________________

Commission File Number000-26729

WORLDBID CORPORATION
(Exact name of small business issuer as specified in its charter)

NEVADA	88-0427619
(State or other jurisdiction of	(IRS Employer Identification No.)
incorporation or organization)

810 PEACE PORTAL DRIVE, SUITE 201
BLAINE, WA	98230
(Address of principal executive offices)	(Zip Code)

Issuer's telephone number, including area code:	(360) 332-1752

NOT APPLICABLE
(Former name, former address and former fiscal year, if changed since last report)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days x Yes ¨ No

State the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date:126,014,016 shares of common stock, $0.001 par value per share, outstanding as of September 2, 2004.

Transitional Small Business Disclosure Format (check one): Yes ¨ No x

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

WORLDBID CORPORATION

CONSOLIDATED FINANCIAL STATEMENTS

JULY 31, 2004
(Unaudited)
(Stated in U.S. Dollars)

F-1

WORLDBID CORPORATION

CONSOLIDATED BALANCE SHEET
(Unaudited)
(Stated in U.S. Dollars)

		JULY 31			APRIL 30
		2004			2004

ASSETS

Current
Cash and cash equivalents	$	93,652		$	91,618
Trade accounts receivable		1,123			1,302
Receivables, other		5,407			5,513
		100,182			98,433
Security Deposits		29,093			28,801
Equipment, net		1,920			3,559
Intangible Assets, net		6,316			12,630

	$	137,511		$	143,423

LIABILITIES

Current
Accounts payable and accrued liabilities	$	249,181		$	250,717
Shareholder loans		21,680			21,680
Convertible notes, current portion (Note 3)		24,000			24,000
		294,861			296,397

STOCKHOLDERS' DEFICIENCY

Capital Stock
Authorized:
100,000,000 common shares, par value $0.001
1,000,000 preference shares, par value $0.0001
Issued:
126,094,416 common shares		126,094			126,094

Additional Paid-In Capital		6,496,668			6,496,668
Contributed Surplus		38,200			38,200
Deferred Stock Compensation		(28,631	)		(45,811	)
Deficit		(6,759,160	)		(6,740,046	)
Accumulated Other Comprehensive Income		(30,521	)		(28,079	)
		(157,350	)		(152,974	)

	$	137,511		$	143,423

Liquidity And Future Operations (Note 2)

See accompanying notes to the unaudited financial statements

F-2

WORLDBID CORPORATION

CONSOLIDATED STATEMENT OF OPERATIONS
(Unaudited)
(Stated in U.S. Dollars)

		THREE MONTHS ENDED
		JULY 31
		2004			2003

Revenue	$	111,778		$	111,971

Expenses
Selling, general and administrative expenses (Note 4)		114,984			105,100
Interest expense		5,942			57,476
Depreciation and amortization		9,976			15,350
		130,902			177,926

Net Loss For The Period		(19,114	)		(65,955	)

Foreign Currency Translation Adjustment		(2,442	)		(3,628	)

Comprehensive Loss	$	(21,556	)	$	(69,583	)

Net Loss Per Share– Basic and diluted	$	(0.01	)	$	(0.01	)

Weighted Average Number Of Common Shares
Outstanding		126,094,416			94,081,441

See accompanying notes to the unaudited financial statements

F-3

WORLDBID CORPORATION

CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
(Stated in U.S. Dollars)

		THREE MONTHS ENDED
		JULY 31
		2004			2003

Cash Flows From Operating Activities
Net loss for the period	$	(19,114	)	$	(65,955	)
Items not involving cash:
Depreciation and amortization		9,976			15,350
Stock based compensation		17,180			-
		8,042			(50,605	)
Change in non-cash working capital items:
Trade accounts receivable		179			17,112
Receivables, other		106			116
Accounts payable and accrued expenses		(1,536	)		61,873
		6,791			28,496

Cash Flows From Investing Activity
Equipment purchases		(2,023	)		(423	)

Cash Flows From Financing Activity
Security deposit		(292	)		(187	)

Effect Of Exchange Rate Changes On Cash		(2,442	)		(3,628	)

Net Increase (Decrease) In Cash And Cash Equivalents		2,034			24,258

Cash And Cash Equivalents, Beginning Of Period		91,618			41,834

Cash And Cash Equivalents, End Of Period	$	93,652		$	66,092

See accompanying notes to the unaudited financial statements

F-4

WORLDBID CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JULY 31, 2004
(Unaudited)
(Stated in U.S. Dollars)

1.	BUSINESS AND BASIS OF PRESENTATION

	Worldbid Corporation (the "Company") was incorporated on August 10, 1998 in the State of Nevada as Tethercam Systems, Inc. On January 15, 1999, the Company changed its name to Worldbid Corporation. The Company is engaged in the business of facilitating electronic commerce via the internet through the operation of an online business-to-business world trade web site. The Company operates in one business segment. The Company has consolidated its wholly-owned subsidiary company, Worldbid Canada Corporation. All significant inter-company balances and transactions have been eliminated in the consolidation.

	The unaudited consolidated financial statements of the Company at July 31, 2004, and for the three month period then ended, include the accounts of the Company and its wholly- owned subsidiaries, and reflect all adjustments (consisting only of normal recurring adjustments) which are, in the opinion of management, necessary for a fair presentation of the financial position and operating results for the interim periods. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted in these interim statements under the rules and regulations of the Securities and Exchange Commission ("SEC"). Accounting policies used in fiscal 2004 are consistent with those used in fiscal 2003. The results of operations for the three months ended July 31, 2004 are not necessarily indicative of the results for the entire fiscal year ending April 30, 2005. These interim financial statements should be read in conjunction with the financial statements for the fiscal year ended April 30, 2004 and the notes thereto included in the Company's Form 10-KSB. The consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States.

2.	LIQUIDITY AND FUTURE OPERATIONS

	The Company has sustained net losses and negative cash flows from operations since its inception. At July 31, 2004, the Company has negative working capital of $194,679. The Company's ability to meet its obligations in the ordinary course of business is dependent upon its ability to establish profitable operations and to obtain additional funding through public or private equity financing, collaborative or other arrangements with corporate sources, or other sources. Management is seeking to increase revenues through continued marketing of its services; however, additional funding will be required.

	Management is working to obtain sufficient working capital from external sources in order to continue operations. There is, however, no assurance that the aforementioned events, including the receipt of additional funding, will occur or be successful.

F-5

WORLDBID CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JULY 31, 2004
(Unaudited)
(Stated in U.S. Dollars)

3.	CONVERTIBLE NOTES

	On September 14, 2001, the Company approved an offering of up to 1,500 units at a price of $1,000 per unit. Each unit consists of one 15% guaranteed convertible note in the principal amount of $1,000 and twenty thousand (20,000) share purchase warrants.

	Each warrant entitles the holder to purchase one additional share at a price of $0.10 per share up to September 30, 2003, and at $0.15 per share up to September 30, 2004.

	The notes fall due on September 30, 2004, bear interest at 15% per annum, payable annually, and are secured by a general security agreement over the assets of Worldbid Canada Corporation and by the subordination of intercompany debt.

	The notes are convertible into shares of common stock of the Company at the option of the holder, on the basis of the lesser of 50% of the average market price of the Company's shares for the ten day period preceding the conversion or $0.05 per share.

	The Company may, at its option, elect to issue shares of common stock for its interest obligations on the basis of 75% of the average market price of the Company's shares for the ten days immediately preceding the interest payment date.

	As at July 31, 2004, 24 units of 15% convertible notes are outstanding.

4.	SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

		2004		2003

Selling expenses
Salaries and benefits	$	10,849	$	10,623
Commissions		-		417
Marketing expense		6,460		5,693
Travel		287		237
		17,596		16,970

General and administrative expenses
Salaries and benefits		55,566		66,066
Technical support and operations		13,578		11,347
Telephone and facsimile		2,434		1,488
Professional services		5,657		6,052
Stock based compensation		17,180		-
Other		2,973		3,177
		97,388		88,130

Total selling, general and administrative expenses	$	114,984	$	105,100

F-6

WORLDBID CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JULY 31, 2004
(Unaudited)
(Stated in U.S. Dollars)

5.	STOCK BASED COMPENSATION

	The Company accounts for stock based employee and director compensation arrangements in accordance with provisions of Accounting Principles Board ("APB") Opinion No. 25 – "Accounting for Stock Issued to Employees", and related interpretations.

	The fair value of the options granted during the period was estimated at the date of grant using the Black-Scholes option pricing model with the following assumptions: risk free interest rate of 3.0%, expected volatility of 180%, an expected option life of two years, and no expected dividends. Had the Company determined compensation cost based on the fair value at the date of grant for its employees stock options, the net loss would have increased by $Nil for the three month period ended July 31, 2004. During the three month period ended July 31, 2004, the Company recognized stock based compensation for non-employees in the amount of $17,180.

		2004			2003

Net loss, as reported	$	(19,114	)	$	(65,955	)

Add: Stock based compensation expense included in net
loss, as reported		17,180			-

Deduct: Stock based compensation expense determined
under fair value method		(17,180	)		-

Net loss, pro-forma	$	(19,114	)	$	(65,955	)

Net loss per share (basic and diluted), as reported	$	(0.01	)	$	(0.01	)

Net loss per share (basic and diluted), pro-forma	$	(0.01	)	$	(0.01	)

F-7

Item 2. Management's Discussion and Analysis or Plan of Operations

As used in this Quarterly Report on Form 10-QSB, the terms "we", "us", "our", "Worldbid" and "our company" mean Worldbid Corporation and its subsidiaries unless otherwise indicated. All dollar amounts in this quarterly report are in U.S. dollars unless otherwise stated.

FORWARD LOOKING STATEMENTS

The information in this discussion contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements involve risks and uncertainties, including statements regarding our capital needs, business strategy and expectations. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "may", "will", "should", "expect", "plan", "intend", "anticipate", "believe", estimate", "predict", "potential" or "continue", the negative of such terms or other comparable terminology. Actual events or results may differ materially. In evaluating these statements, you should consider various factors, including the risks discussed below, and, from time to time, in other reports we file with the United States Securities and Exchange Commission (the "SEC"), including our Annual Report on Form 10-KSB for the year ended April 30, 2004. These factors may cause our actual results to differ materially from any forward-looking statement. We disclaim any obligation to publicly update these statements, or disclose any difference between our actual results and those reflected in these statements.

OVERVIEW

We own and operate an international business-to-business and government-to-business facilitation service, which combines proprietary software with the power of the Internet to bring buyers and sellers together from around the world for interactive trade. We were founded on the basis of a simple premise: small, mid-sized and even large companies face numerous linguistic, cultural and logistical barriers when trying to find new buyers nationally and internationally or when trying to develop new sources of products or materials nationally and internationally. We have designed our Worldbid.com Internet web site to enable companies throughout the world to procure, source (buy) and tender (sell) products and services nationally and internationally.

We currently earn revenue from the following sources:

	1.	sales of membership subscriptions to businesses using our Worldbid web site;

	2.	up-front fees for partnership arrangements where we are paid for our web site development services;

	3.	sales of advertising placed on our Worldbid web sites and on e-mail trade notifications that are transmitted via the Worldbid web site to businesses; and

	4.	revenue sharing arrangements for web sites that are operated pursuant to partnership or strategic alliance arrangements.

We began generating advertising revenues in August 1999. We began to charge membership subscription fees for our Worldbid web sites in April 2001. We have repositioned our revenue model to a revenue model based primarily on charging fees to businesses for membership subscriptions to our Worldbid web sites from one that earns revenues from advertising on e-mail notifications. As we have undertaken this repositioning strategy, our revenues from advertising have become a smaller

proportion of overall revenues. We have undertaken this repositioning strategy based on our belief that our Worldbid web sites now offer sufficient value to businesses to justify charging a fee to businesses that choose to become members of our Worldbid web sites. However, there is no assurance that our fee-based subscription revenue model will be commercially successful.

Our operating expenses continue to exceed our revenues. Accordingly, our ability to continue our business operations is subject to our achieving additional financing. See the discussion below under "Liquidity and Financial Condition". In order to address our shortage of cash and working capital, we have taken the following measures in order to reduce our operating costs:

	1.	We have maintained our staffing levels to six full-time contract and five part-time personnel.

	2.	We have generally attempted to lower all our operating costs.

	3.	We have cancelled partnership agreements that did not provide sufficient income to cover costs.

	4.	We have limited new partnership arrangements to those that provide an immediate revenue stream.

These measures have served to reduce our operating costs and our cash requirements. However, these measures may also impact on our ability to continue to achieve additional revenues from the expansion of our web site operations.

RESULTS OF OPERATIONS

THREE MONTHS ENDED JULY 31, 2004 COMPARED TO THREE MONTHS ENDED JULY 31, 2003

*First Quarter Summary*

	Three Months Ended July 31
			Percentage
	2004	2003	Increase / (Decrease)
Revenue	$111,778	$111,971	(0.2)%
Expenses	$130,902	$177,926	(26.4)%
Net Income (Loss)	$(21,556)	$(69,583)	(69)%

Revenues

Our revenues from membership subscriptions and partnership fees reflect our decision to pursue revenues from subscriptions to our Worldbid web sites as our primary source of revenue. See "Overview" above. We anticipate that revenue from membership subscriptions will continue to increase if we are successful in attracting new users to the Worldbid web sites who are prepared to pay a subscription fee and in convincing current users of the Worldbid web sites to become paying subscribers. We anticipate that revenue from advertisements may increase during our current fiscal year; however, we believe that these revenues will constitute less than 20% of our revenues notwithstanding any overall increase. Revenues from our Worldbid global payment services and data mining services were minimal during 2004.

Our revenues derived from partnership arrangements increased marginally in 2004 to $17,000 compared to $14,000 in 2003 and are likely to increase further in 2005 due to our increased efforts to pursue partnerships in Asia.

Operating Expenses


	Three Months Ended July 31
			Percentage
	2004	2003	Increase / (Decrease)
Selling, General and	$114,984	$105,100	9.4%
Administrative Expenses
Interest Expense	$5,942	$57,476	(89.7)%
Depreciation and Amortization	$9,976	$15,350	(35)%
Total Operating Expenses	$130,902	$177,926	(26.4)%

The decrease in our operating expenses was attributable to a decrease in our interest expense and depreciation and amortization expenses during our first quarter.

Selling, General and Administrative Expenses

Our selling, general and administrative expenses increased to $114,984 for the three months ended July 31, 2004, compared to $105,100 for the three months ended July 31, 2003, representing an increase of $9,884 or 9.4% . The increase is primarily due to the inclusion of $17,180 of stock-based compensation expenses in operating expenses. Exclusive of stock-based compensation, our selling, general and administrative expenses decreased to $97,804 for the three months ended July 31, 2004. This decrease exclusive of stock-based compensationreflectsour decision to scale back our selling and marketing expenses due to our limited working capital. We expect that our selling, general and administration expenses may increase substantially if we are able to achieve the necessary financing to enable us to implement our expansion strategy in accordance with our business plan. We anticipate that our operating expenses will be maintained at the current level if we are able to maintain our current revenues without receiving any additional financing.

During the three months ended July 31, 2004, we incurred minimal selling expenses in the amount of $17,596, compared to $16,970 for the three months ended July 31, 2003, representing an increase of $626 or 3.7% . Our minimal selling expenses reflects our decision to reduce our selling expenses based on the fact that we have not had sufficient working capital to finance our plans for the selling and marketing of our Worldbid web sites and our services while maintaining our web site operations. We expect selling expenses to increase if our revenues increase sufficiently to provide us with the cash flow necessary to increase selling expenses or if we are able to achieve additional financing that would enable us to increase our selling and marketing expenditures. We plan to increase selling expenses in order to implement marketing programs to promote Worldbid and our subscription fee based services and to develop and promote our regional and vertical partner sites.

Interest Expense

Our interest expense decreased to $5,942 for the three months ended July 31, 2004, compared to $57,476 for the three months ended July 31, 2003, representing a decrease of $51,534 or 89.7% . Our interest expense is primarily attributable to interest payable on our outstanding convertible notes. The decrease in interest expense during our first quarter was attributable to conversion of our outstanding convertible notes into shares of our common stock during our first quarter. See "15% Guaranteed Convertible Notes" below.

Net Loss

We recorded a net loss of $19,114 for the three months ended July 31, 2004, compared to a net loss of $65,955 for the three months ended July 31, 2003. Our decreased losses are attributable to the decrease in interest expenses during our first quarter, as discussed above.

If we are able to achieve the required financing, we anticipate that our operating expenses will increase as we carry out our business strategy and plan of operations due to the following factors:

1.	we plan a substantial marketing and sales program once we achieve increased financing in order to increase our paid registered user base and to develop and promote our regional and vertical partner sites;

2.	we anticipate incurring increased expenses associated with anticipated increased usage of the Worldbid web sites and expansion of our business;

3.	we anticipate incurring increased expenses associated with developing programs and software systems required to handle a larger membership base; and

4.	we anticipate incurring additional expenses associated with completing and managing our plan of operation and expansion efforts.

We will not be able to proceed with these plans if we do not achieve the required financing. If we are able to proceed with these plans but the increased operating expenses incurred do not result in us achieving increased revenues, then our losses will increase.

LIQUIDITY AND CAPITAL RESOURCES

Working Capital
			Percentage
	At July 31, 2004	At April 30, 2004	Increase / (Decrease)
Current Assets	$100,182	$98,433	1.8%
Current Liabilities	$294,861	$296,397	(0.5)%
Working Capital (Deficit)	$(194,679)	$(197,964)	(1.5)%

We had cash of $93,652 at July 31, 2004 as compared to cash of $91,618 at April 30, 2004.

Cash Flows
	Three Months Ended July 31
	2004	2003
Cash Flows from (used in) Operating Activities	$8,042	$(50,605)
Cash Flows from (used in) Investing Activities	$(2,023)	$(423)
Cash Flows from (used in) Financing Activities	$(292)	$(187)
Net Increase (decrease) in Cash During Period	$2,034	$24,258

We were able to achieve a substantial reduction to our working capital deficit during fiscal 2004 by the issuance of an additional $250,000 of our 15% guaranteed convertible notes and Series X Share

Purchase Warrants to our certain of our creditors on October 31, 2003. Liabilities settled by issuances of convertible notes included a liability in the amount of $135,000 attributable to the amount owed to our former independent auditor, including accrued interest. This liability was acquired by Logan Anderson, our president, from our former independent auditor by way of an assignment and was settled by us through the issue of $135,000 of our 15% guaranteed convertible notes and 2,700,000 Series X Share Purchase Warrants. These convertible notes have subsequently been converted into shares of our common stock during fiscal 2004.

We have historically been dependent on sales of our equity securities, secured convertible notes and loans from certain of our shareholders to finance our business operations. We did not achieve any sales of our common stock or other equity securities for cash proceeds during the three months ended July 31, 2004. There is no assurance that we will be able to complete further sales of our equity securities, secured convertible notes or obtain further loans in order to finance our business operations.

We have also financed our business operations using loans advanced by Logan Anderson, our chief executive officer and one of our directors, and by one of our former principal shareholders. The total amount of shareholders loans payable by us to Mr. Anderson and the shareholder was $21,680 as of July 31, 2004. There is no assurance that either Mr. Anderson or any other shareholder will advance further funds to us in order to finance our business operations.

Our monthly selling, general and administrative expenses are approximately $40,000 to $50,000 per month. Our current revenues are approximately $35,000 per month. Accordingly, we are still dependent on additional financing to maintain our business operations. We will continue to attempt to maintain our reduced level of operating costs while maintaining revenues in order to reduce our financing requirements. We will require additional financing in order to repay our outstanding liabilities, as reflected in our working capital deficit. Failure to repay our creditors or make satisfactory arrangements to repay our creditors may impact our ability to continue operations. Our interest expense has increased to approximately $15,000 per month and is primarily attributable to interest accruing on our 15% guaranteed convertible notes. We have paid this interest expense by issuing additional shares of our common stock at a discount to market in accordance with the terms of the convertible notes. We anticipate that our interest expense will decline substantially due to recent conversions of our convertible notes.

We are presently pursuing additional financing and we anticipate that any additional financing would be through sales of secured convertible notes and share purchase warrants, as discussed below, sales of our common stock or through loans from our shareholders. However, we do not have any commitments in place for the sale of any of our securities and there is no assurance that we will be able to raise the additional capital that we require to continue operations. As we have been unable to raise financing to maintain our prior level of operations, we have scaled back our business operations. See "Overview" above.

15% Guaranteed Convertible Notes

In 2002, our board of directors approved an offering of secured convertible notes and share purchase warrants in order enable us to raise the funds required for us to sustain our business operations. The offering consists of the offering of up to 1,500 units. Each unit consists of one $1,000 15% guaranteed convertible note and 20,000 Series X share purchase warrants (the "Series X Share Purchase Warrants"). The offering is being made pursuant to Regulation S of the Securities Act of 1933. The convertible notes will be due on September 30, 2004 and will bear interest at 15% per annum payable annually. The notes are guaranteed by Worldbid's wholly-owned subsidiary Worldbid Canada Corporation (the "Subsidiary") which guarantee will be secured by a general security agreement charging present and future acquired assets of the Subsidiary. The notes will be convertible into shares of Worldbid's common stock, at the option of the holder, on the basis of the lesser of 50% of the

average market price of Worldbid's shares for the 10 day period preceding conversion or $0.05 per share. Worldbid may at its option elect to issue common shares in satisfaction of its interest obligations on the basis of 75% of the average market price of Worldbid's shares for the 10 day period preceding the interest payment date. Each Series X Share Purchase Warrant will entitle the holder to purchase one common share of Worldbid's common stock on the following basis:

a.	$0.05 per share if exercised prior to September 30, 2002;

b.	$0.10 per share if exercised after September 30, 2002 and prior to September 30, 2003; and

c.	$0.15 per share if exercised after September 30, 2003 and prior to September 30, 2004.

We completed sales of $250,000 of our 15% guaranteed convertible notes and Series X Share Purchase Warrants during the year ended April 30, 2004. These convertible notes were issued to our creditors in consideration of the conversion of indebtedness owed by us in the principal amount of $250,000. We have now issued an aggregate of 1,306.5 of our 15% guaranteed convertible notes representing aggregate indebtedness under the convertible notes of $1,306,500. Of these convertible notes, a total representing aggregate indebtedness of $1,282,500 have been converted into 25,650,000 shares of our common stock to date. Accordingly, the principal amount of our 15% guaranteed convertible notes outstanding as of July 31, 2004 was $24,000. In addition, we have issued an aggregate of 14,776,500 Series X Share Purchase Warrants, none of which have been exercised to date. The remaining 15% guaranteed convertible notes are currently convertible into approximately 872,727 shares of our common stock, based on our trading price of our common stock of $0.055 per share as of July 22, 2004.

CRITICAL ACCOUNTING POLICIES

Revenue Recognition

We earn revenue by selling subscriptions to our service, advertising on email communications to businesses using the Worldbid Corporation website services, direct advertising by businesses on our website and from data sales to consumer oriented companies. Revenue is recognized once the service or product is delivered.

Stock Based Compensation

We account for stock based employee and director compensation arrangements in accordance with provisions of Accounting Principles Board ("APB") Opinion No. 25 – "Accounting for Stock Issued to Employees", and related interpretations, and complies with the disclosure provisions of SFAS No. 148 –"Accounting for Stock Based Compensation". Under APB No. 25, compensation expense is based on the difference, if any, on the date the number of shares receivable is determined, between the estimated fair value of our stock and the exercise price of options to purchase that stock. Stock based compensation arrangements for others are recorded at their fair value as the services are provided and the compensation earned.

ITEM 3. CONTROLS AND PROCEDURES

(A) Evaluation Of Disclosure Controls And Procedures

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Our disclosure controls and procedures are designed to provide a reasonable level of assurance of achieving our disclosure control objectives. Our Principal Executive Officer and Principal Accounting Officer have concluded that our disclosure controls and procedures are, in fact, effective at this reasonable assurance level as of the period covered.

(B) Changes In Internal Controls Over Financial Reporting

In connection with the evaluation of our internal controls during our last fiscal quarter, our Principal Executive Officer and Principal Financial Officer have determined that there are no changes to our internal controls over financial reporting that has materially affected, or is reasonably likely to materially effect, our internal controls over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

We and our operating subsidiary, Worldbid Canada Corporation, have been named as defendants in an action commenced by the Bank of Montreal in the Supreme Court of British Columbia in June, 2001 against ourselves, Worldbid Canada Corporation, our subsidiary, and Mr. Howard Thomson, our treasurer and chief financial officer and one of our directors. There have been no material developments in these legal proceedings since our fiscal quarter ended July 31, 2001.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults upon Senior Securities

None.

Item 4. Submission of Matters to a Vote of Security Holders

None.

Item 5. Other Information

None.

Item 6. Exhibits

The following exhibits are either provided with this Quarterly Report on Form 10-QSB or are incorporated herein by reference:

Exhibit Number	Description of Exhibit

3.1	Articles of Incorporation⁽¹⁾

3.2	Certificate of Amendment of Articles of Incorporation ⁽¹⁾

3.3	By-Laws of the Company⁽¹⁾

3.4	Certificate of Amendment of Articles of Incorporation ⁽²⁾

3.5	Certificate of Amendment of Articles of Incorporation ⁽⁷⁾

4.1	Specimen Stock Certificate⁽¹⁾

4.2	Form of 15% Guaranteed Convertible Notes⁽³⁾

4.3	Form of Series X Share Purchase Warrant⁽³⁾

4.4	2000 Stock Option Plan⁽²⁾

4.5	2004 Stock Option Plan⁽⁹⁾

10.1	Executive Consultant Agreement dated September 1, 2001 between Worldbid and Logan Anderson ⁽⁴⁾

10.2	Executive Consultant Agreement dated September 1, 2001 between Worldbid and Howard Thomson ⁽⁴⁾

10.3	Memorandum of Agreement dated September 18, 2002 between Worldbid and City of London Group PLC⁽⁵⁾

10.4	Amendment to Executive Consultant Agreement dated November 1, 2002 between Worldbid and Logan Anderson⁽⁶⁾

10.5	Amendment to Executive Consultant Agreement dated November 1, 2002 between Worldbid and Howard Thomson ⁽⁶⁾

10.6	Amendment to Executive Consultant Agreement dated for reference August 29, 2003 between Worldbid and Logan Anderson⁽¹⁰⁾

10.7	Amendment to Executive Consultant Agreement dated for reference August 29, 2003 between Worldbid and Howard Thomson ⁽¹⁰⁾

14.1	Code of Ethics ⁽¹⁰⁾

21.1	List of Subsidiaries ⁽¹⁰⁾

31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1	Certification of Chief Executive Officer pursuant to pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2	Certification of Chief Financial Officer pursuant to pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Notes:
(1)	Incorporated by reference from our registration statement on Form10-SB12G/A filed with the SEC on November 30, 1999
(2)	Incorporated by reference from our Quarterly Report on Form 10-QSB filed with the SEC on December 15, 2000
(3)	Incorporated by reference from our Quarterly Report on Form 10-QSB filed with the SEC on December 24, 2001
(4)	Incorporated by reference from our Annual Report on Form 10-KSB filed with the SEC on August 13, 2002.
(5)	Incorporated by reference from our Quarterly Report on Form 10-QSB filed with the SEC on September 23, 2002
(6)	Incorporated by reference from our Quarterly Report on Form 10-QSB filed with the SEC on March 17, 2003.
(7)	Filed as an exhibit to our Quarterly Report on Form 10-QSB for the six months ended October 31, 2003 filed with the SEC on December 15, 2003.
(8)	Filed as an exhibit to our Quarterly Report on Form 10-QSB for the nine months ended January 31, 2004 filed with the SEC on March 16, 2004.
(9)	Filed as an exhibit to our Registration Statement on Form S-8, filed with the SEC on April 27, 2004.
(10)	Filed as an exhibit to our Annual Report on Form 10-KSB filed with the SEC on July 30, 2004.

SIGNATURES

In accordance with the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorised.

	WORLDBID CORPORATION



	By:	/s/ Logan B. Anderson
		LOGAN B. ANDERSON
		President and Chief Executive Officer
		(Principal Executive Officer)

		Date: September 14, 2004

Royalite Petroleum Inactive 10QSB2004 Q2 Quarterly report (small business)