Royalite Petroleum 10QSB 2006 Q1 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, 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
(Name of small business issuer in its charter)

NEVADA	88-0427619
(State or other jurisdiction of incorporation or	(I.R.S. Employer Identification)
organization)


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


(360) 332-1752
Issuer's telephone number

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
Exchange Act during the past twelve months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes x No ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act). Yes ¨ No x

State the number of shares outstanding of each of the issuer's classes of common equity, as of
the latest practicable date:As of September 19, 2005, the Issuer had5,051,131Shares of Common
Stock outstanding.

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

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

The accompanying unaudited financial statements have been prepared in accordance with the instructions to Form 10-QSB and Item 310(b) of Regulation S-B, and, therefore, do not include all information and footnotes necessary for a complete presentation of financial position, results of operations, cash flows, and stockholders' equity in conformity with generally accepted accounting principles. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. Operating results for the three months ended July 31, 2005 are not necessarily indicative of the results that can be expected for the year ending April 30, 2006.

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.

WORLDBID CORPORATION

CONSOLIDATED FINANCIAL STATEMENTS

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

F-1

WORLDBID CORPORATION

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

		JULY 31			APRIL 30
		2005			2005

ASSETS

Current
Cash and cash equivalents	$	72,466		$	78,682
Trade accounts receivable		2,593			1,984
Receivables, other		812			3,611
		75,871			84,277
Security Deposits		29,937			29,645
Equipment, net		1,516			1,617

	$	107,324		$	115,539

LIABILITIES

Current
Accounts payable and accrued liabilities	$	269,620		$	274,717
Shareholder loans		21,680			21,680
Deferred income		20,564			18,285
Notes payable		20,000			20,000
		331,864			334,682

STOCKHOLDERS’ DEFICIENCY

Capital Stock
Authorized:
500,000,000 common shares, par value $0.001
1,000,000 preference shares, par value $0.0001
Issued:
126,194,694 common shares		126,194			126,194

Additional Paid-In Capital		7,810,678			7,810,678
Contributed Surplus		38,200			38,200
Deficit		(8,159,123	)		(8,155,382	)
Accumulated Other Comprehensive Income		(40,489	)		(38,833	)
		(224,540	)		(219,143	)

	$	107,324		$	115,539

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
		2005			2004

Revenue	$	77,662		$	111,778

Expenses
Selling, general and administrative expenses		75,504			114,974
Interest expense		5,798			5,942
Depreciation and amortization		101			9,976
		81,403			130,892

Loss For The Period		(3,741	)		(19,114	)

Foreign Currency Translation Adjustment		(1,656	)		(2,442	)

Comprehensive Loss	$	(5,397	)	$	(21,556	)


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


Weighted Average Number Of Common Shares
Outstanding		126,194,694			126,094,416

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
		2005			2004

Cash Flows From Operating Activities
Loss for the period	$	(3,741	)	$	(19,114	)
Adjustments To Reconcile Net Loss To Net Cash Used By
Operating Activities
Depreciation and amortization		101			9,976
Stock based compensation		-			17,180
Trade accounts receivable		(609	)		179
Receivables, other		2,799			106
Accounts payable and accrued expenses		(5,097	)		(1,536	)
Deferred income		2,279			-
		(4,268	)		6,791

Cash Flows From Investing Activity
Equipment purchases		-			(2,023	)
Security deposit		(292	)		(292	)
		(292	)		(2,315	)

Effect Of Exchange Rate Changes On Cash		(1,656	)		(2,442	)

Net Increase (Decrease) In Cash And Cash Equivalents		(6,216	)		2,034

Cash And Cash Equivalents, Beginning Of Period		78,682			91,618

Cash And Cash Equivalents, End Of Period	$	72,466		$	93,652

See accompanying notes to the unaudited financial statements
F-4

WORLDBID CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JULY 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 July 31, 2005 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 2005 are consistent with those used in fiscal 2004. The results of operations for the three months ended July 31, 2005 are not necessarily indicative of the results for the entire fiscal year ending April 30, 2006. These interim financial statements should be read in conjunction with the financial statements for the fiscal year ended April 30, 2005 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, 2005, the Company has negative working capital of $255,993. 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, 2005
(Unaudited)
(Stated in U.S. Dollars)

3.	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.

	There were no stock options granted during the period.

		2005			2004

Loss for the period, as reported	$	(3,741	)	$	(19,114	)

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	)

Loss for the period, pro-forma	$	(3,741	)	$	(19,114	)

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

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

4.	SUBSEQUENT EVENTS

	On September 6, 2005, the Company approved a one for twenty five (1:25) reverse stock split of its issued and outstanding common shares. The reverse split is subject to approval by the NASD.

F-6

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

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, 2005. 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.

Recent Developments

Our inability to achieve substantial financing since the beginning of our prior fiscal year ended April 30, 2005 has forced us to continue 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 first quarter ended July 31, 2005. However, we continue to have a working capital deficit and require additional financing to continue our operations.

RESULTS OF OPERATIONS

First Quarter Summary

	First Quarter Ended July 31,
	2005	2004	Percentage Increase
			/ (Decrease)
Revenue	$77,662	$111,778	(30.5%)
Expenses	$81,403	$130,902	(37.8%)
Net Loss	$(3,741)	$(19,114)	(80.4%)

Revenues

Our revenues from sales of membership subscriptions to our Worldbid web sites and partnership fees for the three months ended July 31, 2005 decreased to $66,262, representing 85% of our total revenues, compared to $111,778 for the three months ended July 31, 2004, representing 100% of total revenues. Revenues in connection with partnership arrangements are equal to approximately 7%. Our revenues from advertising sales increased from zero during the quarter ended July 31, 2004 to $11,379 during the comparative quarter in 2005 and reflects the overall increase in internet advertising.

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 2005.

Operating Expenses

The major components of our expenses for the quarter are outlined in the table below:

	First Quarter Ended July 31,
	2005	2004	Percentage Increase
			/ (Decrease)
Selling, general and administrative expenses	$75,504	$114,984	(62.3%)
Interest Expense	$5,798	$5,942	(2.4%)
Depreciation and amortization	$101	$9,976	(99.9%)
Total Expenses	$81,403	$130,902	(58.2%)

The decrease in our operating expenses and selling, general and administrative expenses from $114,984 to $75,504 was primarily due to the reduction in stock based compensation expenses from $17,180 for the three months ended July 31, 2004 to $Nil during the comparative period in 2005.

This decrease in our selling, general and administrative expenses reflects our 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.

We expect selling expenses to increase if we are able to achieve additional financing as we plan to increase selling and marketing expenditures to develop and promote our regional and vertical partner sites, and we plan to implement marketing programs to promote Worldbid and our subscription fee based services.

Our interest expense decreased marginally to $5,798 for the three months ended July 31, 2005, compared to $5,942 for the three months ended July 31, 2004, representing a decrease of 2.4% . The interest expense was incurred pursuant to loans that have been advanced to enable us to maintain our business operations and pursuant to convertible notes that we have issued as payment of accrued liabilities. We anticipate that our interest expense will decline substantially due the fact that our convertible notes have matured.

During the three months ended July 31, 2005, we incurred amortization of debt discount expense of $101 compared to $9,976 for the three months ended July 31, 2004, representing a decrease of $9,875. This expense has no impact on our cash flow.

Stock Based Compensation Expenses

We decreased our reliance on stock based compensation in order to fund our operations during 2005. Stock based compensation expense included in selling, general and administrative expenses was $Nil during the three months ended July 31, 2005 compared to $17,180 for the three months ended July 31, 2004.

We did not issue any options during the three months ended July 31, 2005. From time to time we may grant a significant number of options to purchase common stock to non-employees.

We recognize compensation expense in accordance with Accounting Principles Board Opinion No. 25. Generally, under APB No. 25 compensation expense is recognized for the difference between the market price of the underlying stock and the exercise price of the stock options. This method of accounting is different from the fair value method of accounting that is prescribed by SFAS No. 123. Had we adopted the fair value method of accounting, our total stock-based compensation expense would have remained the same. This pro forma information is disclosed in further detail in Note 8 to our financial statements and in the Business and Significant Accounting Policies included in our financial statements under the heading “Stock-Based Compensation”.

Net Loss

We recorded net loss of $(3,741) for the three months ended July 31, 2005, compared to a loss of $(19,114) for the three months ended July 31, 2004 representing a decrease of $(15,373).

If we are able to achieve the required financing, we anticipate that our operating expenses will continue to 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

Cash Flows

	Three Months Ended July 31,
	2005	2004
Net Cash used in Operating Activities	$(4,268)	$6,791
Net Cash used in Investing Activities	$(292)	$(2,315)
Net Cash from Financing Activities	-	-
Net Increase (Decrease) in Cash During Period	$(6,216)	$2,034

Working Capital

			Percentage
			Increase /
	At July 31, 2005	At April 30, 2005	(Decrease)
Current Assets	$75,871	$84,277	(10%)
Current Liabilities	$331,864	$334,682	(1%)
Working Capital Surplus (Deficit)	$(255,993)	$(250,405)	2.2%

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, 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 July 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 $38,000 to $40,000 per month. Our current revenues are approximately $31,000 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 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.

Credit Card Facility

In April 2003, the provider of our former internet credit card facility terminated its relationship with us. In connection with this termination, one of our bank accounts was frozen by the credit card company to secure future charge-backs. There was a balance of approximately $28,000 in the bank account on the date of imposition of the restriction. Subsequent to April 30, 2004 charge-backs of approximately $9,400 were received by us. The Bank released all remaining funds in December, 2003 and those funds were used to directly reduce a shareholder’s loan which was advanced to cover the deposit mentioned below. Another credit card facility has been arranged by us as a result of the termination of the former credit card facility. We have paid a security deposit of $20,000 in respect of this new facility. Credit card charge-backs represent amounts that are billed by and paid by credit card where the owner of the credit card claims that the credit card was used without their authorization. In the event of a credit card charge-back, we are required to reimburse the funds advanced to us by the credit card company.

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 consisted of the offering of up to 1,500 units. 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 convertible notes were due on September 30, 2004 and bore interest at a rate of 15% per annum payable annually. 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.

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. On December 31, 2004, all convertible notes matured. An aggregate of $20,000 was not converted and has been reclassified as notes payable with interest accruing at 15% per year.

OFF-BALANCE SHEET ARRANGEMENTS

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

CRITICAL ACCOUNTING POLICIES

Our financial statements are prepared in accordance with accounting principles generally accepted in the United States of America. As such, some accounting policies have a significant impact on the amount reported in these financial statements. A summary of those significant accounting policies can be found under the heading “Business and Significant Accounting Policies” in our consolidated audited financial statements included in Item 7 of our Form 10-KSB for the year ended April 30, 2005. Note that our preparation of this Annual Report on Form 10-KSB requires us to make estimates and assumptions that affect the reported amount of assets and liabilities, disclosure of contingent assets and liabilities at the date of our financial statements, and the reported amounts of revenue and expenses during the reporting period. There can be no assurance that actual results will not differ from those estimates. We have identified certain accounting policies, described below, that are the most important to the portrayal of our current financial condition and results of operations.

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. 123 –“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.

Financial Instruments and Concentration of Risk

Financial instruments that potentially subject us to concentrations of credit risk consist primarily of cash, accounts receivable, other receivables, accounts payable and accrued liabilities, and convertible notes.

Amounts owing to related parties are stated at their exchange values which approximates fair value due to their short-term maturity and/or their market rates of interest.

Recent Accounting Pronouncements

In December 2004, FASB issued SFAS No. 153, “Exchanges of Nonmonetary Assets - An Amendment of APB Opinion No. 29”. The guidance in APB Opinion No. 29, “Accounting for Nonmonetary Transactions”, is based on the principle that exchanges of nonmonetary assets should be measured based on the fair value of the assets exchanged. The guidance in that Opinion, however, included certain exceptions to that principle. SFAS No. 153 amends Opinion No. 29 to eliminate the exception for nonmonetary exchanges of similar productive assets and replaces it with a general exception for exchanges of nonmonetary assets that do not have commercial substance. A nonmonetary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange. The provisions of SFAS No. 153 are effective for nonmonetary asset exchanges occurring in fiscal periods beginning after June 15,

2005. Early application is permitted and companies must apply the standard prospectively. The adoption of this standard is not expected to have a material effect on our results of operations or financial position.

In December 2004, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standard (SFAS) No. 123R, “Share Based Payment”. SFAS 123R is a revision of SFAS No. 123 “Accounting for Stock-Based Compensation”, and supersedes APB Opinion No. 25, “Accounting for Stock Issued to Employees” and its related implementation guidance. SFAS 123R establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments. SFAS 123R focuses primarily on accounting for transactions in which an entity obtains employee services in share-based payment transactions. SFAS 123R does not change the accounting guidance for share-based payment transactions with parties other than employees provided in SFAS 123 as originally issued and Emerging Issues Task Force Issue No. 96-18, “Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services”. SFAS 123R does not address the accounting for employee share ownership plans, which are subject to AICPA Statement of Position 93-6, “Employers’ Accounting for Employee Stock Ownership Plans”. SFAS 123R requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award – the requisite service period (usually the vesting period). SFAS 123R requires that the compensation cost relating to share-based payment transactions be recognized in financial statements. That cost will be measured based on the fair value of the equity or liability instruments issued. The scope of SFAS 123R includes a wide range of share-based compensation arrangements including share options, restricted share plans, performance-based awards, share appreciation rights, and employee share purchase plans. Public entities (other than those filing as small business issuers) will be required to apply SFAS 123R as of the first interim or annual reporting period that begins after June 15, 2005. Public entities that file as small business issuers will be required to apply SFAS 123R in the first interim or annual reporting period that begins after December 15, 2005. For non-public entities, SFAS 123R must be applied as of the beginning of the first annual reporting period beginning after December 15, 2005. The adoption of this standard is not expected to have a material effect on our results of operations or financial position.

RISKS AND UNCERTAINTIES

An investment in our securities is highly speculative and subject to a high degree of risk. Only those persons who can bear the risk of the entire loss of their investment should participate. An investor should carefully consider the risks described below and the other information in this document and any filings we may make with the United States Securities and Exchange Commission (the "SEC") in the future before investing in the our common stock. The risks described below are not the only ones faced. Additional risks that we are aware of or that we currently believe are immaterial may become important factors that affect our business. If any of the following risks occur, or if others occur, our business, operating results and financial condition could be seriously harmed and the investor may lose all of its investment.

If We Do Not Obtain Additional Financing, Our Business Will Fail

Our current revenues are not sufficient to pay for our current operating expenses. In addition, our cash reserves are minimal and we have a substantial working capital deficit. Accordingly, we will require additional financing in order to complete our business plan of operations and satisfy our present creditors. We have financed our business operations to date from sales of equity securities, secured convertible notes and loans advanced by shareholders, including Logan Anderson, our chief executive officer, one of our directors, and our major shareholder. There is no assurance that Mr. Anderson will advance further funds to us in order to finance our business operations. There is also no assurance that we will complete any further sales of our securities. We have no agreements for additional financing and there can be no assurance that additional funding will be available to us on acceptable terms in order to enable us to complete our plan of operations. We may not be able to continue operations if additional financing is not obtained.

As We Have Not Established Significant Revenues, Our Business May Fail

We acquired our current business and our worldbid.com web site in February 1999 and we did not commence earning revenues until August, 1999. Accordingly, we have a limited operating history upon which to base an evaluation of our business and prospects. Our business and prospects must be considered in light of the risks, expenses and difficulties frequently encountered by companies in their early stage of development, particularly companies in new and rapidly evolving markets such as electronic commerce. To address these risks, we must successfully implement our business plan and marketing strategies in order for us to earn significant revenues. We may not successfully implement all or any of our business strategies or successfully address the risks and uncertainties that we encounter. If we do not generate additional revenues from our business as planned, then our financial condition and operating results will suffer.

If We Do Not Succeed In Selling Subscription Fees To Users Of Our Worldbid Web Sites, Then We May Not Be Able To Achieve Our Projected Revenues And Our Business May Fail

Our business and marketing strategy contemplates that we will earn the majority of our revenues from subscription fees sold to registered users of our Worldbid web sites. There is no assurance that we will be able to generate substantial revenues from subscription fees or that the revenues generated will exceed our operating costs. Businesses using our Worldbid web sites may not accept paying subscription fees for access to the Worldbid web sites and may determine not to use our Worldbid web sites rather than pay a subscription fee. Businesses may not be prepared to pay a fee in order to post requests for tenders or offers for sales on the Web Site or to receive e-mails of requests for tenders. If businesses are not prepared to pay a fee for the use of Worldbid web sites, then our business may fail.

If Our Strategic Relationships For Our Worldbid Web Sites Do Not Provide The Benefits We Expect, Then We May Not Realize Significant Revenues From These Relationships

We have entered into strategic relationships for the marketing of our Worldbid web sites. These include our referral agreements and our sub-site strategic alliance agreements. We anticipate the benefits from the strategic relationships will be increased usage of our Worldbid web sites, additional exposure of our brand name and subsequent increases in sales of membership subscriptions and advertising. We believe that these relationships are critical to our success because they offer us the possibility of generating additional revenues for each of our revenue streams and increasing our public recognition. However, there is no assurance that these strategic relationships will generate further revenues. Apart from one of our sub-site alliances, none of these strategic relationships guarantee us revenue. We are relying on these strategic relationships as a means for marketing of our Worldbid web sites.

If Our Strategic Alliance Agreements For Our Regional And Industry Specific Sub-Sites Do Not Attract New Users To Our Web Sites, Then We Will Not Realize Significant Revenues From These Strategic Alliances

We have entered into strategic alliance agreements with our partners for the operation of our regional and industry specific sub-sites. We are relying on these partners to market our Worldbid sub-sites and to attract business in the particular region or industry that the sub-site is focused on. There is no assurance that our partners will be successful in attracting new businesses to the Worldbid web sites or creating public recognition of our Worldbid web sites in the target market. The failure of our partners to attract new businesses and create public recognition in any target market will mean that we may not create revenues from the sub-site that exceed our costs of development and operation of the sub-site, with the result that our business and financial condition will be harmed.

If We Do Not Succeed In Generating Public Recognition Of The Worldbid Web Sites, Then We May Not Be Able To Attract A Sufficient Number of Users to The Worldbid Web Sites In Order For Us To Achieve Profitability

We believe that the successful marketing, development and promotion of the Worldbid web sites are critical to our success in attracting businesses and advertisers. Furthermore, we believe that the importance of

customer awareness will increase as low barriers to entry encourage the proliferation of web sites targeting the business to business market. If our marketing and promotion efforts are not successful in developing strong public recognition of the Worldbid web sites, then we may not be able to achieve revenues and our business may fail.

As Our Operating Results Are Difficult To Predict, An Investment In Our Common Stock Is Very Risky

Our future financial results are uncertain due to a number of factors, many of which are outside our control. These factors include:

A.	our ability to increase usage of the Worldbid Web Sites;

B.	our ability to generate revenue through the sale of membership subscriptions for the Worldbid Web Sites;

C.	our ability to sell advertising on the Worldbid web sites and the timing, cost and availability of advertising on web sites comparable to ours and over other media;

D.	The success of our strategic alliances in generating revenues for our Worldbid Web Sites;

E.	The amount and timing of costs relating to expansion of our operations;

F.	The announcement or introduction of competing web sites and products of competitors; and

G.	The general economic conditions and economic conditions specific to the Internet and electronic commerce.

H.	With the reduction in staffing levels we no longer employ a full time person responsible for security or technical problems that may occur on the web sites.

These factors could negatively impact on our financial results, with the result that we may not achieve profitability and our business may fail.

If We Never Generate Operating Profit, Then Our Business Will Fail

As of July 31, 2005, our accumulated deficit was $8,159,123. We sustained a $1,656 comprehensive loss for the three months ended July 31, 2005. We expect to incur operating losses for the foreseeable future. We may never generate operating profits or, even if we do become profitable from operations at some point, we may be unable to sustain that profitability. We will not be able to achieve operating profits until we generate substantial revenues from our business operations. Our business model is not proven and there is no assurance that we will be able to generate the revenues that we plan to from our sales of subscription memberships, sales of data information, advertising and other sources. If we do not realize significant revenues from our business operations, then our operating expenses will continue to exceed our revenues and we will not achieve profitability.

If We Are Unable To Hire And Retain Key Personnel, Then We May Not Be Able To Implement Our Business Plan

We depend on the services of our senior management and key technical personnel. In particular, our success depends on the continued efforts of our chief operating officer, Mr. Paul Wagorn, and our president and chief executive officer, Logan Anderson. The loss of the services of any of these gentlemen and the further erosion of staff could have an adverse effect on our business, financial condition and results of operations.

If The Computer Systems That We Depend On For The Operation Of The Worldbid Web Sites Fail, Then We May Lose Revenues

Substantially all of our communications hardware and computer hardware is located at a facility in Victoria, British Columbia, Canada owned by an arms length Internet service provider. Our systems are vulnerable to damage from earthquake, fire, floods, power loss, telecommunications failures, break-ins and similar events. Despite our implementation of network security measures, our servers are also vulnerable to computer viruses, physical or electronic break-ins, deliberate attempts by third parties to exceed the capacity of our systems and similar disruptive problems. Our coverage limits on our property and business interruption insurance may not be adequate to compensate for all losses that may occur. If our computer systems are rendered inoperable by any of these factors, then we may not be able to operate our Worldbid web sites until the problem with our computer systems is cured. We may lose users and potential revenue if we are unable to operate our Worldbid web sites for any extended period or if we have successive periods of inoperability.

We May Be Unable To Protect Our Intellectual Property

Our performance and ability to compete are dependent to a significant degree on our ability to protect and enforce our intellectual property rights, which include the following:

A.	the proprietary technology that is incorporated into our Worldbid web sites;
B.	our trade names; and
C.	our Internet domain names, the vast majority of which relate to our Worldbid brand.

We may not be able to protect our proprietary rights, and our inability or failure to do so could result in loss of competitive and commercial advantages that we hold. Additionally, we may choose to litigate to protect our intellectual property rights, which could result in a significant cost of resources and money. We cannot assure success in any such litigation that we might undertake.

If The E-Commerce Market Does Not Continue To Develop And Grow, Then Our Business Model May Not Achieve Commercial Acceptance And Our Business May Fail

Business-to-business e-commerce is a new and emerging business practice that remains largely untested in the marketplace and depends on the increased acceptance and use of the Internet as a medium of commerce. If e-commerce does not grow or grows more slowly than expected, we anticipate that fewer businesses will be prepared to pay to use our Worldbid web sites. Our long-term success depends on widespread market acceptance of e-commerce.

A number of factors could prevent such acceptance, including the following:

A.	buyers and sellers may be unwilling to shift their purchasing from traditional forums to online forums;

B.	the necessary network infrastructure for substantial growth in usage of the Internet in international markets may not be adequately developed;

C.	buyers and sellers may be unwilling to use online forums due to security and confidentiality concerns;

D.	increased government regulation or taxation may adversely affect the viability of e-commerce;

E.	online e-commerce generally lacks the human contact that offline transactions offer; and

F.	lack of availability of cost-effective, high-speed Internet service in international markets.

The Trading Price Of Our Common Stock May Be Volatile, With The Result That An Investor May Not Be Able To Sell Any Shares Acquired At A Price Equal To Or Greater Than The Price Paid By The Investor

Our common shares are traded on the OTC Bulletin Board under the symbol "WBDC". Companies traded on the OTC Bulletin Board have traditionally experienced extreme price and volume fluctuations. Our stock price is at an all-time low and there is no assurance that our stock price will recover to previous levels. In addition, our stock price may be adversely affected by factors that are unrelated or disproportionate to our operating performance. Market fluctuations, as well as general economic, political and market conditions such as recessions, interest rates or international currency fluctuations may adversely affect the market price of our common stock. In addition, the trading volume of our shares on the OTC Bulletin Board has been limited to date. As a result of this potential volatility and potential lack of a trading market, an investor may not be able to sell any of our common stock that they acquire that a price equal or greater than the price paid by the investor.

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 financial 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 affect, our internal controls over financial reporting.

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, 2005. 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

On September 6, 2005, our board of directors approved a one for twenty five (1:25) reverse stock split of our issued and outstanding common shares. The reverse stock split was effected on September 19, 2005. In connection with the reverse stock split, our authorized capital was decreased from 500,000,000 shares of common stock and 100,000,000 shares of preferred stock, par value $0.001 to 20,000,000 shares of common stock and 100,000,000 shares of preferred stock, par value $0.001. Following the effectiveness of our reverse stock split, we have 5,051,131 shares of our common stock issued and outstanding.

In connection with the completion of our reverse stock split our stock symbol on the Over-The-Counter Bulletin Board was changed to “WBDC” effective September 19, 2005.

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⁾
3.6	Certificate of Change Pursuant to NRS 78.209.
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⁾

10.8	Amendment to Executive Consultant Agreement dated for reference April 30, 2005 between Worldbid and Logan Anderson.⁽¹¹⁾

10.9	Amendment to Executive Consultant Agreement dated for reference April 30, 2005 between Worldbid and Howard Thomson.⁽¹¹⁾

14.1	Code of Ethics.⁽¹⁰⁾
21.1	List of Subsidiaries.⁽¹¹⁾

Exhibit Number	Description of Exhibit

23.1	Consent of Morgan & Company.⁽¹¹⁾
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.

(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 for the year ended April 30, 2004 filed with the SEC on July 30, 2004.
(11)	Filed as an Exhibit to our Annual Report on Form 10-KSB for the year ended April 30, 2005 filed with the SEC on August 12, 2005.

REPORTS ON FORM 8-K

We did not file any Current Reports on Form 8-K during the quarterly period ended July 31, 2005 nor have we filed any Current Reports on Form 8-K since July 31, 2005.

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

			WORLDBID CORPORATION


		By:	/s/ Logan B. Anderson
Date:	September 19, 2005		LOGAN B. ANDERSON
			President and Chief Executive Officer
			Director
			(Principal Executive Officer)



		By:	/s/ Howard Thomson
Date:	September 19, 2005		HOWARD THOMSON
			Secretary, Treasurer and Chief Financial Officer
			Director
			(Principal Accounting Officer)

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