UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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, 2006
¨ 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 No.) |
organization) | |
| |
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810 PEACE PORTAL DRIVE, SUITE 201 | |
BLAINE, WA | 98230 |
(Address of principal executive offices) | (Zip Code) |
| |
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(360) 201-0400 | |
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 xNo ¨
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 March 17, 2006, the Issuer had 5,054,408 Shares 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 nine months ended January 31, 2006 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.
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WORLDBID CORPORATION
CONSOLIDATED FINANCIAL STATEMENTS
JANUARY 31, 2006
(Unaudited)
(Stated in U.S. Dollars)
F-1
WORLDBID CORPORATION
CONSOLIDATED BALANCE SHEET
(Unaudited)
(Stated in U.S. Dollars)
| | JANUARY 31 | | | APRIL 30 | |
| | 2006 | | | 2005 | |
| | | | | | |
ASSETS | | | | | | |
Current | | | | | | |
Cash and cash equivalents | $ | 66,108 | | $ | 78,682 | |
Trade accounts receivable | | 1,015 | | | 1,984 | |
Receivables, other | | 4,560 | | | 3,611 | |
| | 71,683 | | | 84,277 | |
Security Deposits | | 30,639 | | | 29,645 | |
Equipment, net | | 1,314 | | | 1,617 | |
| | | | | | |
| $ | 103,636 | | $ | 115,539 | |
| | | | | | |
LIABILITIES | | | | | | |
Current | | | | | | |
Accounts payable and accrued liabilities | $ | 308,389 | | $ | 274,717 | |
Shareholder loans | | 21,680 | | | 21,680 | |
Deferred income | | 20,057 | | | 18,285 | |
Advances payable | | 20,000 | | | 20,000 | |
| | 370,126 | | | 334,682 | |
| | | | | | |
STOCKHOLDERS’ DEFICIENCY | | | | | | |
| | | | | | |
Capital Stock | | | | | | |
Authorized: | | | | | | |
500,000,000 common shares, par value $0.001 | | | | | | |
(April 30, 2005 - 20,000,000 common shares, par | | | | | | |
value $0.001) | | | | | | |
100,000,000 preference shares par value $0.001 | | | | | | |
Issued: | | | | | | |
5,054,408 common shares (April 30, 2005 – | | | | | | |
5,047,848) | | 5,054 | | | 5,047 | |
| | | | | | |
Additional Paid-In Capital | | 7,931,968 | | | 7,931,825 | |
Contributed Surplus | | 38,200 | | | 38,200 | |
Deficit | | (8,196,319 | ) | | (8,155,382 | ) |
Accumulated Other Comprehensive Income | | (45,393 | ) | | (38,833 | ) |
| | (266,490 | ) | | (219,143 | ) |
| | | | | | |
| $ | 103,636 | | $ | 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 | | | NINE MONTHS ENDED | |
| | JANUARY 31 | | | JANUARY 31 | |
| | 2006 | | | 2005 | | | 2006 | | | 2005 | |
| | | | | | | | | | | | |
Revenue | $ | 99,194 | | $ | 72,020 | | $ | 263,788 | | $ | 271,669 | |
| | | | | | | | | | | | |
Expenses | | | | | | | | | | | | |
Selling, general and | | | | | | | | | | | | |
administrative | | | | | | | | | | | | |
expenses. | | 96,830 | | | 108,046 | | | 287,121 | | | 339,428 | |
Interest expense | | 4,111 | | | 4,997 | | | 17,301 | | | 15,443 | |
Depreciation and | | | | | | | | | | | | |
amortization | | 101 | | | 101 | | | 303 | | | 16,494 | |
| | 101,042 | | | 113,144 | | | 304,725 | | | 371,365 | |
| | | | | | | | | | | | |
Net Income (Loss) For | | | | | | | | | | | | |
The Period | | (1,848 | ) | | (41,124 | ) | | (40,937 | ) | | (99,696 | ) |
| | | | | | | | | | | | |
Foreign Currency | | | | | | | | | | | | |
Translation | | | | | | | | | | | | |
Adjustment | | 1,031 | | | 291 | | | (6,560 | ) | | (10,917 | ) |
| | | | | | | | | | | | |
Comprehensive | | | | | | | | | | | | |
Income (Loss) | $ | (817 | ) | $ | (40,833 | ) | $ | (47,497 | ) | $ | (110,613 | ) |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
Net Loss Per Share– | | | | | | | | | | | | |
Basic and diluted | $ | (0.01 | ) | $ | (0.01 | ) | $ | (0.01 | ) | $ | (0.01 | ) |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
Weighted Average | | | | | | | | | | | | |
Number Of Common | | | | | | | | | | | | |
Shares Outstanding | | 5,054,408 | | | 5,047,788 | | | 5,051,343 | | | 5,047,342 | |
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 | |
| | 2006 | | | 2005 | |
| | | | | | |
Cash Flows From Operating Activities | | | | | | |
Net income (loss) for the period | $ | (40,937 | ) | $ | (99,696 | ) |
Items not involving cash: | | | | | | |
Depreciation and amortization | | 303 | | | 16,494 | |
Stock based compensation | | - | | | 45,811 | |
Trade accounts receivable | | 969 | | | (1,621 | ) |
Receivables, other | | (949 | ) | | 4,382 | |
Accounts payable and accrued expenses | | 33,822 | | | 24,229 | |
Deferred income | | 1,772 | | | - | |
Net cash used in operating activities | | (5,020 | ) | | (10,401 | ) |
| | | | | | |
Cash Flows From Investing Activity | | | | | | |
Equipment purchases | | - | | | (2,023 | ) |
Net cash used in investing activities | | - | | | (2,023 | ) |
| | | | | | |
Cash Flows From Financing Activities | | | | | | |
Security deposits | | (994 | ) | | (960 | ) |
Net cash provided by financing activities | | (994 | ) | | (960 | ) |
| | | | | | |
Effect Of Exchange Rate Changes On Cash | | (6,560 | ) | | (10,917 | ) |
| | | | | | |
Net (Decrease) Increase In Cash And Cash Equivalents | | (12,574 | ) | | (24,301 | ) |
| | | | | | |
Cash And Cash Equivalents, Beginning Of Period | | 78,682 | | | 91,618 | |
| | | | | | |
Cash And Cash Equivalents, End Of Period | $ | 66,108 | | $ | 67,317 | |
See accompanying notes to the unaudited financial statements
F-4
WORLDBID CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JANUARY 31, 2006
(Unaudited)
(Stated in U.S. Dollars)
1. | BUSINESS AND BASIS OF PRESENTATION |
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| 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. |
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| The unaudited consolidated financial statements of the Company at January 31, 2006, and for the nine month period then ended, include the accounts of the Company and its wholly- owned subsidiary, 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 2006 are consistent with those used in fiscal 2005. The results of operations for the nine months ended January 31, 2006 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. |
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2. | LIQUIDITY AND FUTURE OPERATIONS |
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| The Company has sustained net losses and negative cash flows from operations since its inception. At January 31, 2006, the Company has negative working capital of $298,443. 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. |
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| 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, 2006
(Unaudited)
(Stated in U.S. Dollars)
3. | STOCK BASED COMPENSATION |
| |
| Effective December 15, 2005, the Company adopted the fair value method of accounting for stock based compensation. In accordance with FASB No. 123, ”Share Based Payment”, on a prospective basis. Prior to December 15, 2005, the Company accounted for stock based employee and director compensation in accordance with the provisions of Accounting Principles Board (“APB”) Opinion No. 25 – “Accounting for Stock Issued to Employees”, and related interpretations. |
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| There were no stock options granted during the period. |
| | | 2006 | | | 2005 | |
| | | | | | | |
| Loss for the period, as reported | $ | (40,937 | ) | $ | (99,696 | ) |
| | | | | | | |
| Add: Stock based compensation expense included in net | | | | | | |
| loss, as reported | | - | | | 45,811 | |
| | | | | | | |
| Deduct: Stock based compensation expense determined | | | | | | |
| under fair value method | | - | | | (45,811 | ) |
| | | | | | | |
| Loss for the period, pro-forma | $ | (40,937 | ) | $ | (99,696 | ) |
| | | | | | | |
| 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. | CAPITAL STOCK |
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| On September 19, 2005, the Company completed a reverse stock split of its authorized and issued common stock on the basis of one new common share for 25 old common shares. All share amounts have been retroactively adjusted for all periods presented. |
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| On December 9, 2005, the Company increased authorized share capital of the Company from 120,000,000 shares, comprised of 20,000,000 shares of common stock, par value $0.001 per share, and 100,000,000 shares of preferred stock, par value $0.001 per share, to 600,000,000 shares, comprised of 500,000,000 shares of common stock, par value $0.001 per share, and 100,000,000 shares of preferred stock, par value $0.001 per share. |
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| On January 6, 2006, options to purchase 10,150,000 shares of common stock expired unexercised. As at January 31, 2006 there are no outstanding stock options. |
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; |
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2. | up-front fees for partnership arrangements where we are paid for our web site development services; |
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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 |
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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
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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. |
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2. | We have generally attempted to lower all our operating costs. |
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3. | We have cancelled partnership agreements that did not provide sufficient income to cover costs. |
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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 third quarter ended January 31, 2006. However, we continue to have a working capital deficit and require additional financing to continue our operations. Since the beginning of our most recent fiscal quarter ended January 31, 2006 we have experienced the following corporate developments:
| 1. | During the quarter we approved an offering of 10% convertible notes for proceeds of up to $400,000. The convertible notes will be due on April 30, 2008 and bear interest at a rate of 10% per annum. The notes will be convertible at the option of the noteholder into shares of Worldbid’s common stock at a price equal to the lesser of $0.20 or 75% of the average trading price of our common stock for the 10 days preceding the date of conversion. As of the date of this quarterly report we have not issued any convertible notes. |
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| 2. | We entered into a web service agreement with Eutilia NV ("Eutilia"), a Netherlands Corporation dated effective December 21, 2005. Under the terms of the agreement Worldbid provides a licence to Eutilia to use Worldbid technology and content and will produce and maintain a customized version of Worldbid's international marketplace website at the URL www.eutilia.net. Pursuant to the terms of the agreement Eutilia will provide marketing and sales support for the marketplace and revenue will be shared between both parties as further set out in the agreement. The agreement is for a term of one year. |
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| 3. | On December 9, 2005 our board of directors adopted an amendment to our articles of incorporation removing provisions referring to our principal office or principal place of business and approved an increase in the number of our authorized shares of common stock from 20,000,000 shares of common stock, par value $0.001 per share, to 500,000,000 shares of common stock, par value $0.001 per share. We adopted these amendments to our articles of incorporation at a special meeting of the stockholders held on January 6, 2006. Amended and Restated Articles were filed with the Nevada Secretary of State on January 13, 2006 pursuant to the special meeting held January 6, 2006. |
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| 4. | On September 6, 2005 we issued 4,000 shares of our common stock for interest due on our notes payable amounting to $150 and issued 160,000 shares of common stock, not previously issued on the conversion of convertible notes totalling $4,000. |
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| 5. | 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. 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. |
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RESULTS OF OPERATIONS
Third Quarter and Nine Months Summary
| Third Quarter Ended January 31 | | Nine Months Ended January 31 |
| | | Percentage | | | | Percentage |
| | | Increase / | | | | Increase / |
| 2006 | 2005 | (Decrease) | | 2006 | 2005 | (Decrease) |
Revenue | $99,194 | $72,020 | 37.7% | | $263,788 | $271,669 | (2.9)% |
Expenses | $101,042 | $113,144 | (10.7)% | | $304,725 | $371,365 | (17.9)% |
Net Loss | $(1,848) | $(41,124) | (95.5)% | | $(40,937) | $(99,696) | (58.9)% |
Revenues
Our revenues from sales of membership subscriptions to our Worldbid web sites and partnership fees for the nine months ended January 31, 2006 decreased to $213,793, representing 78.7% of our total revenues, compared to $271,669 for the nine months ended January 31, 2005, representing 100% of total revenues. Revenues in connection with partnership arrangements are minimal in both 2005 and 2006. Our revenues from advertising sales increased from nil during the quarter ended January 31, 2005 to $16,616 during the comparative quarter in 2006 and reflect the overall increase in internet advertising.
Our revenues from membership subscriptions and partnership fees for the past nine months have decreased by 24% over nine months ending January 31, 2005, however revenues from advertising have increased from zero to $49,995 during the same period. This is mainly due to a slight change in emphasis in an effort to further reduce costs with minimal affect on total revenue. We anticipate that revenue from advertisements may continue to increase during our current fiscal year. Revenues from our Worldbid global payment services and data mining services were minimal during 2006.
Operating Expenses
The major components of our expenses for the quarter are outlined in the table below:
| Third Quarter Ended January 31 | | Nine Months Ended January 31 |
| | | Percentage | | | | Percentage |
| 2006 | 2005 | Increase / | | 2006 | 2005 | Increase / |
| | | (Decrease) | | | | (Decrease) |
Selling, General and | $96,830 | $108,046 | (10.4)% | | $287,121 | $339,428 | (15.4)% |
Administrative Expenses | | | | | | | |
| | | | | | | |
Interest Expense | $4,111 | $4,997 | (17.7)% | | $17,301 | $15,443 | 12.0% |
| | | | | | | |
Depreciation and | $101 | $101 | - | | $303 | $16,494 | (98.2)% |
Amortization | | | | | | | |
| | | | | | | |
Total Operating | $101,042 | $113,144 | (10.7)% | | $304,725 | $371,365 | (17.9)% |
Expenses | | | | | | | |
The decrease in our operating expenses and selling, general and administrative expenses from $371,365 to $304,725 was primarily due to the reduction in selling, general and administrative expenses for the nine months ended January 31, 2006 and decrease in depreciation and amortization expenses.
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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 increased to $17,301 for the nine months ended January 31, 2006, compared to $15,443 for the nine months ended January 31, 2005, representing an increase of 12%. 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.
Stock Based Compensation Expenses
We decreased our reliance on stock based compensation in order to fund our operations during 2005 and 2006. Stock based compensation expense included in selling, general and administrative expenses was $Nil during the nine months ended January 31, 2006 compared to $45,811 for the nine months ended January 31, 2005.
We did not issue any options during the nine months ended January 31, 2006. On January 6, 2006, options to purchase 10,150,000 shares of common stock expired unexercised. As at January 31, 2006, there are no outstanding stock options. From time to time we may grant a significant number of options to purchase common stock to non-employees.
Effective December 15, 2005, we adopted the fair value method of accounting for stock based compensation. In accordance with FASB No. 123, ”Share Based Payment”, on a prospective basis. Prior to December 15, 2005, we accounted for stock based employee and director compensation in accordance with the provisions of Accounting Principles Board (“APB”) Opinion No. 25 – “Accounting for Stock Issued to Employees”, and related interpretations.
Net Loss
We recorded a net loss of $(40,937) for the nine months ended January 31, 2006, compared to a loss of $(99,696) for the nine months ended January 31, 2005 representing a decrease of 58.9%.
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; |
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2. | we anticipate incurring increased expenses associated with anticipated increased usage of the Worldbid web sites and expansion of our business; |
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3. | we anticipate incurring increased expenses associated with developing programs and software systems required to handle a larger membership base; and |
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4. | we anticipate incurring additional expenses associated with completing and managing our plan of operation and expansion efforts. |
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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 | | |
| Nine Months Ended January 31 |
| 2006 | 2005 |
Cash Flows used in Operating Activities | $(5,020) | $(10,401) |
Cash Flows used in Investing Activities | - | $(2,023) |
Cash Flows used in Financing Activities | $(994) | $(960) |
Effect of Exchange Rate Changes on Cash | $(6,560) | $(10,917) |
Net decrease in Cash During Period | $(12,574) | $(24,301) |
Working Capital | | | |
| | | Percentage |
| | | Increase / |
| At January 31, 2006 | At April 30, 2005 | (Decrease) |
Current Assets | $71,683 | $84,277 | (14.9)% |
Current Liabilities | $370,126 | $334,682 | 10.6% |
Working Capital Deficit | $(298,443) | $(250,405) | 19.2% |
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 nine months ended January 31, 2006. 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, 2006. 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 $32,000 to $34000 per month. Our current revenues are approximately $30,000 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.
We are presently pursuing additional financing and we anticipate that any additional financing would be through sales of convertible notes, as discussed below, sales of our common stock or through loans from our shareholders. During the quarter we approved an offering of 10% convertible notes for proceeds of up to $400,000. The convertible notes will be due on April 30, 2008 and bear interest at a rate of 10% per annum. The notes will be convertible at the option of the noteholder into shares of Worldbid’s common stock at a price equal to the lesser of $0.20 or 75% of the average trading price of our common stock for the 10 days preceding the date of conversion. As of the date of this quarterly report we have not issued any convertible notes.
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Credit Card Facility
We have paid a security deposit of $20,000 in respect of a credit 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
We have paid a security deposit of $20,000 in respect of a credit 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.
On December 31, 2004, all convertible notes matured. All except an aggregate of $20,000 were not converted and are classified as notes payable with interest accruing at 15% per year. On September 6, 2005 we issued 4,000 shares of our common stock for interest due on our notes payable amounting to $150 and issued 160,000 shares of common stock, not previously issued on the conversion of convertible notes totalling $4,000.
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.
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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
Effective December 15, 2005, we adopted the fair value method of accounting for stock based compensation. In accordance with FASB No. 123, ”Share Based Payment”, on a prospective basis. Prior to December 15, 2005, we accountedaccounted for stock based employee and director compensation in accordance with the provisions of Accounting Principles Board (“APB”) Opinion No. 25 – “Accounting for Stock Issued to Employees”, and related interpretations.
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.
Effective December 15, 2005, we adopted the fair value method of accounting for stock based compensation. In accordance with FASB No. 123, ”Share Based Payment”, on a prospective basis. Prior to December 15, 2005, we accounted for stock based employee and director compensation in accordance with the provisions of Accounting Principles Board (“APB”) Opinion No. 25 – “Accounting for Stock Issued to Employees”, and related interpretations.
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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
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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; |
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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; |
| |
G. | The general economic conditions and economic conditions specific to the Internet and electronic commerce; and |
| |
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 January 31, 2006, our accumulated deficit was $8,196,319. We sustained a $99,696 loss for the nine months ended January 31, 2006. 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. |
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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.
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.
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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.
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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 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
On January 6, 2006, at a special meeting of the stockholders of Worldbid the following resolutions were adopted:
Resolution
| For
| Against
| Withheld / Abstained |
Increase in authorized shares of Common Stock from 20,000,000 shares of common stock to 500,000,000 shares of common stock | 2,931,392
| 100,000
| 0
|
|
|
|
Deletion of Article 2 of Articles of Incorporation | 2,931,392
| 100,000
| 0
|
|
Following the special meeting, Amended and Restated Articles were filed with the Nevada Secretary of State on January 13, 2006.
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 Worldbid.(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 to Articles of Incorporation.(12) |
| |
3.7 | Amended and Restated Articles of Incorporation filed January 13, 2006. |
| |
3.8 | By-Laws of the Company.(1) |
| |
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) |
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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) |
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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) |
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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 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. |
(12) | Filed as an Exhibit to our Quarterly Report on Form 10-QSB for the three months ended July 31, 2005 filed with the SEC on September 19, 2005. |
REPORTS ON FORM 8-K
We did not file any Current Reports on Form 8-K during the quarterly period ended January 31, 2006 nor have we filed any Current Reports on Form 8-K since January 31, 2006.
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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 |
| | | |
| | | |
Date: | March 17, 2006 | By: | /s/ Logan B. Anderson |
| | | LOGAN B. ANDERSON |
| | | President and Chief Executive Officer |
| | | Director |
| | | (Principal Executive Officer) |
| | | |
| | | |
| | | |
Date: | March 17, 2006 | By: | /s/ Howard Thomson |
| | | HOWARD THOMSON |
| | | Secretary, Treasurer and Chief Financial Officer |
| | | Director |
| | | (Principal Accounting Officer) |