Royalite Petroleum 10QSB 2005 Q3 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 endedJanuary 31, 2005

¨ 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)  201-0400

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 March 15, 2005.

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

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

2

WORLDBID CORPORATION

CONSOLIDATED FINANCIAL STATEMENTS

JANUARY 31, 2005
(Unaudited)
(Stated in U.S. Dollars)

F-1

WORLDBID CORPORATION

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

		JANUARY 31			APRIL 30
		2005			2004
ASSETS
Current
Cash and cash equivalents	$	67,317		$	91,618
Trade accounts receivable		2,923			1,302
Receivables, other		1,131			5,513
		71,371			98,433
Security Deposits		29,761			28,801
Equipment, net		1,718			3,559
Intangible Assets, net		-			12,630
	$	102,850		$	143,423
LIABILITIES
Current
Accounts payable and accrued liabilities	$	271,336		$	250,717
Shareholder loans		21,680			21,680
Convertible notes, current portion (Note 3)		-			24,000
Advances payable (Note 3)		24,000			-
		317,016			296,397
STOCKHOLDERS’ DEFICIENCY
Capital Stock
Authorized:
500,000,000 common shares, par value $0.001
1,000,000 preference shares, par value $0.001
Issued:
126,194,694 common shares (April 30, 2004 –
126,094,416)		126,194			126,094
Additional Paid-In Capital		6,500,178			6,496,668
Contributed Surplus		38,200			38,200
Deferred Stock Compensation		-			(45,811	)
Deficit		(6,839,742	)		(6,740,046	)
Accumulated Other Comprehensive Income		(38,996	)		(28,079	)
		(214,166	)		(152,974	)
	$	102,850		$	143,423

Liquidity And Future Operations (Note 1)

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						NINE MONTHS ENDED
		JANUARY 31						JANUARY 31
		2005			2004			2005			2004
Revenue	$	72,020		$	101,888		$	271,669		$	307,096
Expenses
Selling, general and
administrative
expenses (Note 4)		108,046			562,789			339,428			772,538
Interest expense		4,997			23,362			15,443			110,921
Depreciation and
amortization		101			15,350			16,494			46,125
		113,144			601,501			371,365			929,584
Net Income (Loss) For
The Period		(41,124	)		(499,613	)		(99,696	)		(622,488	)
Foreign Currency
Translation
Adjustment		291			(799	)		(10,917	)		(7,077	)
Comprehensive
Income (Loss)	$	(40,833	)	$	(500,412	)	$	(110,613	)	$	(629,565	)
Net Loss Per Share–
Basic and diluted	$	(0.01	)	$	(0.01	)	$	(0.01	)	$	(0.01	)
Weighted Average
Number Of Common
Shares Outstanding		126,194,694			114,921,854			126,183,552			101,322,661

See accompanying notes to the unaudited financial statements

F-3

WORLDBID CORPORATION

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

		NINE MONTHS ENDED
		JANUARY 31
		2005			2004
Cash Flows From Operating Activities
Net income (loss) for the period	$	(99,696	)	$	(622,488	)
Items not involving cash:
Depreciation and amortization		16,494			46,125
Stock based compensation		45,811			445,632
		(37,391	)		(130,731	)
Change in non-cash working capital items:
Trade accounts receivable		(1,621	)		18,351
Receivables, other		4,382			3,959
Accounts payable and accrued expenses		24,229			150,470
		(10,401	)		42,049
Cash Flows From Investing Activity
Equipment purchases		(2,023	)		(425	)
Cash Flows From Financing Activities
Security deposits		(960	)		(729	)
Shareholder loans (repayment)		-			(20,000	)
		(960	)		(20,729	)
Effect Of Exchange Rate Changes On Cash		(10,917	)		(7,077	)
Net (Decrease) Increase In Cash And Cash Equivalents		(24,301	)		13,818
Cash And Cash Equivalents, Beginning Of Period		91,618			41,834
Cash And Cash Equivalents, End Of Period	$	67,317		$	55,652

See accompanying notes to the unaudited financial statements

F-4

WORLDBID CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JANUARY 31, 2005
(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 January 31, 2005, and for the nine 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 2005 are consistent with those used in fiscal 2004. The results of operations for the nine months ended January 31, 2005 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 January 31, 2005, the Company has negative working capital of $245,645. 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

JANUARY 31, 2005
(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 $0.15 per share up to December 31, 2004.
	The notes fall due on December 31, 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. On December 31, 2004, the remaining notes matured and are now designated as advances payable. Interest terms on the advances payable remain at 15% per annum, payable annually.
4.	SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

		NINE MONTHS ENDED
		JANUARY 31
		2005		2004
Selling expenses
Salaries and benefits	$	31,022	$	30,262
Commissions		-		787
Marketing expense		13,753		20,287
Travel		831		564
		45,606		51,900
General and administrative expenses
Salaries and benefits		167,414		199,596
Technical support and operations		45,940		38,323
Telephone and facsimile		6,161		4,312
Professional services		17,184		25,626
Stock based compensation		45,811		445,632
Other		11,312		7,149
		293,822		720,638
Total selling, general and administrative expenses	$	339,428	$	772,538

F-6

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. 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.

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.

3

Recent Developments

Our inability to achieve substantial financing since the beginning of our prior fiscal year ended April 30, 2004 has forced us to reduce our business operations and to forgo our marketing and advertising plans. We believe that market conditions and the unwillingness of investors to finance junior technology companies such as Worldbid have contributed to our inability to raise additional capital. We have undertaken the following measures to reduce our operating costs to achieve substantial financing:

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.

We continued to reduce operating costs while maintaining revenues during our fiscal year ended April 30, 2004. However, we continue to have a working capital deficit and we require additional financing to continue our operations.

RESULTS OF OPERATIONS

Third Quarter and Nine Months Summary

	Third Quarter Ended January 31					Nine Months Ended January 31
					Percentage					Percentage
					Increase /					Increase /
	2005		2004		(Decrease)	2005		2004		(Decrease)
Revenue	$72,020		$101,888		(29.3)%	$271,669		$307,096		(11.5)%
Expenses	$113,144		$601,501		(81.2)%	$371,365		$929,584		(60.1)%
Net Loss	$(41,124	)	$(499,613	)	(91.8)%	$(99,696	)	$(622,488	)	(84.0)%

Revenues

The minimal decrease in revenues during the nine months ended January 31, 2005 resulted from our decision to reduce our business operations. 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 our fiscal year ended April 30, 2004.

Our revenues derived from partnership arrangements increased during the past 11 months to $66,810, compared to $17,000 in fiscal 2004 due to our increased efforts to pursue partnerships in Asia. We continue to pursue various alternative revenue streams including the marketing and/or remarketing of numerous products through our web site.

4

Operating Expenses

The overall decrease to our operating expenses during the nine months ended January 31, 2005 compared to the same period ended January 31, 2004 is primarily attributable to a decrease in our interest expense. The major components of our operating expenses are outlined in the table below:

	Third Quarter Ended January 31			Nine Months Ended January 31
			Percentage			Percentage
	2005	2004	Increase /	2005	2004	Increase /
			(Decrease)			(Decrease)
Selling, General and	$108,046	$ 562,789	(80.8)%	$339,428	$772,538	(56.1)%
Administrative Expenses
Interest Expense	$4,997	$ 23,362	(78.6)%	$15,443	$110,921	(86.1)%
Depreciation and	$101	$ 15,350	(99.3)%	$16,494	$46,125	(64.2)%
Amortization
Total Operating	$113,144	$ 601,501	(81.2)%	$371,365	$929,584	(60.1)%
Expenses

Selling, General and Administrative Expenses

The decrease in our selling, general and administrative expenses is primarily due to the reduction of $399,821 of stock-based compensation expenses included in operating expenses. Exclusive of stock-based compensation, our selling, general and administrative expenses decreased to $293,617 for the nine months ended January 31, 2005. 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 nine months ended January 31, 2005, we incurred selling expenses in the amount of $45,606, compared to $51,900 for the nine months ended January 31, 2004, representing a decrease of $6,294 or 12.1% . 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

The decrease in interest expense during our third quarter was attributable to conversion of our outstanding convertible notes into shares of our common stock during our third quarter. Our interest expense is primarily attributable to interest payable on our outstanding convertible notes. On September 30, 2004, we issued 100,278 common shares for interest payable of $3,609 on our outstanding convertible notes. See “15% Guaranteed Convertible Notes” below.

5

Net Loss
		Third Quarter Ended January 31								Nine Months Ended January 31
							Percentage								Percentage
		2005			2004		Increase /			2005			2004		Increase /
							(Decrease)								(Decrease)
Net Loss	$	(41,124	)	$	(499,613	)	(91.8	)%	$	(99,696	)	$	(622,488	)	(84.0	)%

Our decreased losses are attributable to the decrease in interest expenses during our third 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 January 31, 2005			At April 30, 2004		Increase / (Decrease)
Current Assets	$	71,371		$	98,433		(27.5	)%
Current Liabilities	$	317,016		$	296,397		7.0	%
Working Capital (Deficit)	$	(245,645	)	$	(197,964	)	(24.1	)%

We had cash of $67,317 at January 31, 2005 as compared to cash of $91,618 at April 30, 2004.

6

Cash Flows

	Nine Months Ended January 31
		2005			2004
Cash Flows from (used in) Operating Activities	$	(10,401	)	$	42,049
Cash Flows from (used in) Investing Activities	$	(2,023	)	$	(425	)
Cash Flows from (used in) Financing Activities	$	(960	)	$	(20,729	)
Net Increase (decrease) in Cash During Period	$	(24,301	)	$	13,818

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 nine months ended January 31, 2005. 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 January 31, 2005. 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 $35,000 per month. Our current revenues are approximately $25,000 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 decreased to approximately $5,000 per quarter 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 continue to decline substantially due to conversions of our convertible notes.

We are presently pursuing additional financing and we anticipate that any additional financing would be through 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.

7

15% Guaranteed Convertible Notes

In 2001, our board of directors approved an offering of 15% guaranteed convertible notes (the “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 a “Unit”). Each Unit consisted of one $1,000 15% guaranteed convertible note and 20,000 Series X share purchase warrants (the “Series X Share Purchase Warrants”). The offering was made pursuant to Regulation S of the Securities Act of 1933. The Notes were due on September 30, 2004 and bear interest at 15% per annum payable annually. On September 30, 2004, the term of the outstanding Notes was extended to December 31, 2004. The Notes were guaranteed by Worldbid’s wholly-owned subsidiary Worldbid Canada Corporation (the “Subsidiary”) which guarantee was secured by a general security agreement charging present and future acquired assets of the Subsidiary. The Notes are 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 entitled the holder to purchase one common share of Worldbid’s common stock on the following basis:

1.	$0.05 per share if exercised prior to September 30, 2002;
2.	$0.10 per share if exercised after September 30, 2002 and prior to September 30, 2003; and
3.	$0.15 per share if exercised after September 30, 2003 and prior to December 31, 2004.

We have issued an aggregate of 1,306.5 of our Notes representing aggregate indebtedness under the Notes of $1,306,500. Of these Notes, a total representing aggregate indebtedness of $1,282,500 has been converted into 25,650,000 shares of our common stock to date. On December 31, 2004, the remaining notes matured and are now designated as advances payable. Interest terms on the advances payable remain at 15% per annum, payable annually. Our interest expense is primarily attributable to interest payable on our outstanding convertible notes. In addition, we issued an aggregate of 14,776,500 Series X Share Purchase Warrants, none of which were exercised. All of the outstanding Series X Share Purchase Warrants expired during the quarter.

CRITICAL ACCOUNTING POLICIES

Revenue Recognition

We earn revenue by selling subscriptions to our service, advertising on email communications to businesses using our 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.

8

ITEM 3. CONTROLS AND PROCEDURES

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.

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.

9

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We are a party to the legal proceedings described in our Annual Report on Form 10-KSB, as filed with the Securities and Exchange Commission on April 30, 2004. We are not party to any new legal proceedings that have been commenced since the date of our Annual Report on Form 10-KSB.

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.

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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

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Exhibit
Number	Description of Exhibit
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.

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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: March 16, 2005|