UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
[X]Quarterly Report under Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period endedJuly 31, 2006
[ ]Transition Report under 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period ________ to ________
Commission File Number000-26729
WORLDBID CORPORATION
(Exact name of small business issuer as specified in its charter)
NEVADA | 88-0427619 |
(State or other jurisdiction of incorporation or | (IRS Employer Identification No.) |
organization) | |
810 PEACE PORTAL DRIVE, SUITE 201
BLAINE, WA 98230
(Address of principal executive offices)
(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 [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:5,054,408 Shares of Common Stock as of July 31, 2006.
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, 2006 are not necessarily indicative of the results that can be expected for the year ending April 30, 2007.
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
JULY 31, 2006
(Unaudited)
(Stated in U.S. Dollars)
F-1
WORLDBID CORPORATION
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(Stated in U.S. Dollars)
| | JULY 31 | | | APRIL 30 | |
| | 2006 | | | 2006 | |
| | | | | | |
ASSETS | | | | | | |
Current | | | | | | |
Cash and cash equivalents | $ | 209,142 | | $ | 74,925 | |
Trade accounts receivable, less allowance for doubtful accounts | | | | | | |
of $Nil (April 30, 2006 - $Nil) | | 7,456 | | | 785 | |
Receivables, other | | 4,234 | | | 4,904 | |
| | 220,832 | | | 80,614 | |
Security Deposits | | 30,851 | | | 30,960 | |
Equipment | | 1,112 | | | 1,213 | |
Intangible Assets | | - | | | - | |
| | | | | | |
| $ | 252,795 | | $ | 112,787 | |
| | | | | | |
LIABILITIES | | | | | | |
Current | | | | | | |
Accounts payable and accrued liabilities (Note 2) | $ | 208,960 | | $ | 380,072 | |
Due to related parties (Note 2) | | 21,680 | | | 21,680 | |
Deferred income | | 27,390 | | | 32,451 | |
Derivative liability (Note 4) | | 1,073,500 | | | - | |
Notes payable (Note 3) | | 20,000 | | | 20,000 | |
| | 1,351,530 | | | 454,203 | |
| | | | | | |
Convertible Notes Payable(Note 4) | | 190,000 | | | - | |
Share Subscriptions Received | | 147,100 | | | - | |
| | 337,100 | | | - | |
STOCKHOLDERS’ DEFICIENCY | | | | | | |
| | | | | | |
Capital Stock(Notes 4, 5 and 7a) | | | | | | |
Authorized: | | | | | | |
500,000,000 common shares, par value $0.001 | | | | | | |
100,000,000 preferred shares, par value $0.001 | | | | | | |
| | | | | | |
Issued: | | | | | | |
5,054,408 common shares (April 30, 2006 – 5,054,408) | | 5,054 | | | 5,054 | |
| | | | | | |
Additional Paid-In Capital | | 7,931,968 | | | 7,931,968 | |
Contributed Surplus | | 38,200 | | | 38,200 | |
Deficit | | (9,364,359 | ) | | (8,269,696 | ) |
Accumulated Other Comprehensive Income (Loss) | | (46,698 | ) | | (46,942 | ) |
| | (1,435,835 | ) | | (341,416 | ) |
| | | | | | |
| $ | 252,795 | | $ | 112,787 | |
Contingency(Note 6)
See accompanying notes to the consolidated financial statements
F-2
WORLDBID CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(Stated in U.S. Dollars)
| | THREE MONTHS ENDED | |
| | JULY 31 | |
| | 2006 | | | 2005 | |
| | | | | | |
Revenues | $ | 76,723 | | $ | 77,662 | |
| | | | | | |
Expenses | | | | | | |
Selling, general and administrative expenses | | 93,276 | | | 75,504 | |
Depreciation and amortization | | 101 | | | 101 | |
| | 93,377 | | | 75,605 | |
| | | | | | |
(Loss), Income Before The Following | | (16,654 | ) | | 2,057 | |
| | | | | | |
Interest expense | | (1,078,009 | ) | | (5,798 | ) |
| | | | | | |
Net Loss | $ | (1,094,663 | ) | $ | (3,741 | ) |
| | | | | | |
Loss Per Share, basic and diluted | $ | (0.22 | ) | $ | (0.01 | ) |
| | | | | | |
Weighted Average Number Of Common Shares | | | | | | |
Outstanding, basic and diluted | | 5,054,408 | | | 5,047,788 | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(Unaudited)
(Stated in U.S. Dollars)
| | THREE MONTHS ENDED | |
| | JULY 31 | |
| | 2006 | | | 2005 | |
| | | | | | |
Net Loss | $ | (1,094,663 | ) | $ | (3,741 | ) |
| | | | | | |
Other Comprehensive Loss | | | | | | |
Foreign currency translation adjustment | | (244 | ) | | (1,656 | ) |
| | | | | | |
Comprehensive Loss | $ | (1,094,907 | ) | $ | (5,397 | ) |
See accompanying notes to the consolidated financial statements
F-3
WORLDBID CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Stated in U.S. Dollars)
| | THREE MONTHS ENDED | |
| | JULY 31 | |
| | 2006 | | | 2005 | |
| | | | | | |
| | | | | | |
Cash Flows Used in Operating Activities | | | | | | |
Net loss | $ | (1,094,663 | ) | $ | (3,741 | ) |
| | | | | | |
Adjustments To Reconcile Net Loss to Net Cash Used By | | | | | | |
Operating Activities | | | | | | |
Non-Cash Interest | | 1,073,500 | | | - | |
Amortization and depreciation | | 101 | | | 101 | |
Accounts receivable | | (6,671 | ) | | (609 | ) |
Receivables, other | | 670 | | | 2,799 | |
Accounts payable and accrued expenses | | (133,112 | ) | | (5,097 | ) |
Deferred income | | (5,061 | ) | | 2,279 | |
Net Cash From Operating Activities | | (165,236 | ) | | (4,268 | ) |
| | | | | | |
Cash Flows From Financing Activities | | | | | | |
Share subscriptions received | | 147,100 | | | - | |
Proceeds from convertible notes | | 152,000 | | | - | |
| | 299,100 | | | | |
| | | | | | |
Cash Flows From Investing Activities | | | | | | |
Security deposits | | 109 | | | (292 | ) |
| | | | | | |
| | | | | | |
Effect Of Exchange Rate Changes On Cash | | 244 | | | (1,656 | ) |
| | | | | | |
Net Increase In Cash And Cash Equivalents | | 134,217 | | | (6,216 | ) |
| | | | | | |
Cash And Cash Equivalents, Beginning Of Period | | 74,925 | | | 78,682 | |
| | | | | | |
Cash And Cash Equivalents, End Of Period | $ | 209,142 | | $ | 72,466 | |
| | | | | | |
| | | | | | |
Supplementary Cash Flow Information | | | | | | |
Taxes paid | $ | - | | $ | - | |
Interest paid | $ | - | | $ | - | |
See accompanying notes to the consolidated financial statements
F-4
WORLDBID CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JULY 31, 2006
(Unaudited)
(Stated in U.S. Dollars)
1. | BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES |
| a) | 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 website. The financial statements include the operations of the Company and its wholly-owned subsidiary, Worldbid Canada Corporation, incorporated in British Columbia, Canada. All significant inter-company balances and transactions have been eliminated in the consolidation. |
| | |
| | The unaudited consolidated financial statements of the Company at July 31, 2006, and for the three 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 2007 are consistent with those used in fiscal 2006. The results of operations for the three months ended July 31, 2006 are not necessarily indicative of the results for the entire fiscal year ending April 30, 2007. These interim financial statements should be read in conjunction with the financial statements for the fiscal year ended April 30, 2006 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. |
| | |
| b) | Liquidity and Future Operations |
| | |
| | The Company has sustained net losses from operations since its inception. At July 31, 2006, the Company has negative working capital of $1,130,698. 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. |
| | |
| | On June 19, 2006, the Company approved an offering of up to an aggregate of 4,000,000 units at a price of $0.75 per unit on a best efforts basis. As of July 31, 2006 the Company has received $147,100 in share subscriptions. (Note 5) |
| | |
| | There is no assurance that the aforementioned event will occur or be successful. |
F-5
WORLDBID CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JULY 31, 2006
(Unaudited)
(Stated in U.S. Dollars)
| (a) | Included in accounts payable is $56,369 (April 30, 2006 - $182,369) due to two directors for unpaid management compensation, and $2,710 (April 30, 2006 - $2,168) due to a director for accrued interest on the shareholder loan. The amounts are unsecured and without specified terms of repayment. |
| | |
| (b) | Loan payable of $21,680 (April 30, 2006 - $21,680) is due to a director, is unsecured, payable on demand and bears interest at 10% per annum. |
3. | NOTES PAYABLE |
| |
| The notes are due upon demand, bear interest at 15% per annum, payable annually, and are secured by a general security agreement over the assets of Worldbid Canada Corporation and by the subordination of intercompany debt. |
| |
4. | CONVERTIBLE NOTES PAYABLE |
| |
| On January 25, 2006, the Company approved an offering of up to $400,000 of 10% convertible notes. |
| |
| Upon closing on July 31, 2006, $190,000 of convertible notes were issued. Of the notes issued, $38,000 were issued in settlement of an amount due to a director. |
| |
| The notes are unsecured, bear interest at 10% per annum, payable annually and fall due on April 30, 2008, |
| |
| The notes are convertible into shares of common stock of the Company at the option of the holder, on the basis of the lesser of $0.20 or 75% of the average market price of the Company’s shares for the ten day period prior to the date of conversion. |
| |
| The Company determined that the conversion feature of the 10% convertible notes is required to be accounted for as a derivative, according to Statement of Accounting Standards No. 133 (SFAS 133) and Emerging Issues Task Force Abstract Issue No. 00-19 (EITF 00-19), as the conversion feature met the attributes of a liability. The fair value of the conversion feature has been recorded as a current liability. |
| |
| Changes in the fair value of the value of the derivative will be recorded as a “gain (loss) on embedded derivative liability”. |
| |
| The Company has recorded an interest expense of $1,073,500 on the conversion feature, as the notes are immediately convertible at the option of the lender. |
F-6
WORLDBID CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JULY 31, 2006
(Unaudited)
(Stated in U.S. Dollars)
5. | CAPITAL STOCK |
| | |
| a) | Common And Preferred Stock |
| | |
| | On June 19, 2006, the Company approved an offering of up to an aggregate of 4,000,000 units at a price of $0.75 per unit, each unit consisting of one share of common stock and one half of one share purchase warrant. Each whole warrant will entitle the holder to purchase one additional share of common stock at a price of $0.85 per share for a one year period. As at July 31, 2006 the company had received share subscriptions pursuant to this offering amounting to $147,100. |
| | |
| b) | Share Purchase Warrants |
| | |
| | As at July 31, 2006 or April 30, 2006, the Company has no outstanding share purchase warrants. |
6. | CONTINGENCY |
| | |
| The Company is defendant in a suit that seeks the return of certain funds invested in the Company, plus damages and costs. Specifically, the Bank of Montreal (the “Bank”) has claimed for the return of certain monies invested in the Company from funds they claim were misappropriated from the Bank. The Company has filed a statement of defense denying any liability on the basis that no misappropriated funds were received by it. Management and legal counsel for the Company are of the opinion that the Bank’s claim is without merit. |
| | |
7. | SUBSEQUENT EVENTS |
| | |
| a) | On August 11, 2006, the Company approved an offering of up to an aggregate of 15,000,000 units at a price of $1.50 per unit, each unit consisting of one share of common stock and one half of one share purchase warrant. Each whole warrant will entitle the holder to purchase one additional share of common stock at a price of $1.75 per share for a one year period from the date of issuance of the units. |
| | |
| b) | Effective August 23, 2006, Worldbid Corporation (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Royalite Petroleum Corp. (“Royalite”), a Nevada corporation, for a merger with Royalite. Under the terms of the Merger Agreement, Royalite will merge with and into the Company and the Company will concurrently change its name to Royalite Petroleum Company Inc. |
F-7
WORLDBID CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JULY 31, 2006
(Unaudited)
(Stated in U.S. Dollars)
7. | SUBSEQUENT EVENTS(Continued) |
| |
| Under the terms of the Merger Agreement, the Company will issue one share of the Company’s common stock in exchange for each outstanding share of common stock of Royalite. As at August 23, 2006, Royalite has 24,960,667 shares of common stock outstanding. |
| |
| Closing of the Merger is subject to a number of conditions, including: |
| i) | The disposition by the Company of its interest in its wholly owned subsidiary, Worldbid Canada Corporation (the “Subsidiary”) (the Company currently plans, subject to completion of regulatory filings, to dispose of the Subsidiary by way of a spin off to its shareholders of record at a date to be determined immediately prior to the closing of the Merger. In the event the Company is unable to complete such filings in a timely manner, it may dispose of the Subsidiary through a sale or other disposition). |
| | |
| ii) | Delivery of required financial statements by Royalite. |
| | |
| iii) | Approval by the shareholders of the Company and Royalite. |
Unless waived, failure to meet these conditions would prevent closing of the Merger.
F-8
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, 2006. 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 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.
Effective August 23, 2006, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Royalite Petroleum Corp. (“Royalite”), a Nevada corporation, pursuant to which we intend to merge with Royalite. Royalite is an oil and gas exploration company active exclusively in the Utah Hingeline Trend of south-central Utah. Royalite has the exclusive rights in Utah to a proprietary sensing technology for conducting geophysical surveys and mapping potential oil structures. Closing of the proposed merger is subject to a number of conditions, including: (i) the disposition by Worldbid of its interest in its wholly owned subsidiary, Worldbid Canada Corporation; (ii) delivery of required financial statements by Royalite; (iii) approval by our shareholders and Royalite, and (iv) completion of the respective parties due diligence. Unless waived, failure to meet these conditions would prevent closing of the merger. If the merger is completed we intend to change our name to “Royalite Petroleum Company Inc.” and pursue the business of Royalite. Until we complete our merger with Royalite, of which there is no assurance, we intend to pursue our initial business plan.
Recent Developments
Since the end of our fiscal year ended April 30, 2006, we have experienced the following corporate developments:
1. | During our second fiscal quarter we received subscriptions for a total of 3,480,162 units at $0.75 per unit and received total subscription proceeds of approximately $2,600,000 under the private placement offering approved by our directors on June 19, 2006. Each unit consisted of one share of our common stock and one half of one share purchase warrant with each whole share purchase warrant entitling the holder to purchase one share of our common stock at a price of $0.85 per share for a period of one year from the date of issuance. The directors determined effective August 11, 2006 to terminate this offering and to approve a new private placement offering, as described below. Formal closing of the |
3
| offering is expected to take place immediately prior to or concurrent with closing of the merger. |
| |
2. | On August 31, 2006, Howard Thomson resigned as our Chief Financial Officer, Secretary, Treasurer and a member of our Board of Directors. Logan Anderson was appointed as Chief Financial Officer, Secretary and Treasurer in his place. Concurrent with his resignation, we entered into a settlement agreement pursuant to which, Mr. Thomson agreed to release us from any and all liabilities or obligations owed to him in consideration for $20,000. As at July 31, 2006, we were indebted to Mr. Thomson in the approximate amount of $40,000. Mr. Thomson also agreed to terminate any arrangements whereby we would be obligated to pay Mr. Thomson any fees or other remuneration. |
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3. | Effective August 23, 2006, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Royalite Petroleum Corp. (“Royalite”), pursuant to which we intend to merge with Royalite and assume the business of Royalite. Under the terms of the Merger Agreement, we will issue one share of our common stock in exchange for each outstanding share of common stock of Royalite. Royalite presently has 24,960,667 shares of common stock outstanding. Closing of the merger is subject to a number of conditions, including: (i) the disposition by Worldbid of its interest in its wholly owned subsidiary, Worldbid Canada Corporation; (ii) delivery of required financial statements by Royalite; (iii) approval by the shareholders of Worldbid and Royalite; and (iv) completion of the parties due diligence. See “Merger with Royalite Petroleum Corp., below. |
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4. | Effective August 11, 2006, our board of directors approved a private placement offering of up to 15,000,000 units at a price of $1.50 per unit. Each unit will consist of one share of our common stock and one half of one share purchase warrant. Each whole warrant will entitle the purchaser to acquire an additional common share at a price of $1.75 per share for a period of one year from closing. The offering will be made on a best efforts private placement basis in reliance of exemptions from applicable securities laws. To date, no units under this offering have been sold. A 10% commission and warrants to purchase up to 10% of the shares placed at a price of $1.75 per share have been authorized to be paid to licensed brokers or investment dealers or other qualified finders in connection with this offering. There is no assurance that this offering or any part of it will be completed. |
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5. | On July 31, 2006, we closed an offering of 10% convertible notes for proceeds of $190,000. The 10% Convertible Notes were issued on August 11, 2006 to 14 subscribers pursuant to Regulation S of the Securities Act. The convertible notes are due on April 30, 2008 and bear interest at a rate of 10% per annum. The notes are convertible at the option of the noteholder into shares of our 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. |
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6. | On July 10, 2006, Dr. William Charles Tao was appointed as a member of our board of directors. Dr. Tao obtained his Ph.D. in Chemical Engineering and Chemical Physics from the Stanford University. Since 1979, Dr. Tao has acted in such capacities as consultant, managing director, and officer in many different fields, including natural resources, capital financing, international trade, and chemical engineering. |
Merger with Royalite Petroleum Corp.
On August 23, 2006, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Royalite Petroleum Corp., pursuant to which we intend to merge with Royalite (the “Merger”).
4
Under the terms of the Merger Agreement, we are to issue one share of our common stock in exchange for each outstanding share of common stock of Royalite. Royalite presently has 24,960,667 shares of common stock outstanding.
Closing of the Merger is subject to a number of conditions, including:
| 1. | The disposition by Worldbid of its interest in its wholly owned subsidiary, Worldbid Canada Corporation (the “Subsidiary”) (we currently plan, subject to completion of regulatory filings, to dispose of the Subsidiary by way of a spin off to our shareholders of record at a date to be determined immediately prior to the closing of the Merger. In the event Worldbid is unable to complete such filings in a timely manner, it may dispose of the Subsidiary through a sale or other disposition). |
| | |
| 2. | Delivery of required financial statements by Royalite. |
| | |
| 3. | Approval by the shareholders of Worlbid and Royalite. |
| | |
| 4. | Completion of due diligence by the respective parties. |
| | |
| 5. | The holders of no more than 5% of the issued and outstanding stockholders shall have exercised appraisal rights as dissenting stockholders. |
Unless waived, failure to meet these conditions would prevent closing of the Merger. The Merger Agreement may be terminated: (i) at any time on the mutual agreement of the parties; (ii) by either party if there is a breach of any material representation, warranty, or covenant in the agreement that is not cured within 10 business days notice of the breach to the other party in breach. Following completion of the Merger, of which there is no assurance, Worldbid will continue as the surviving corporation and the separate existence of Royalite will cease, except insofar as it may be continued under Nevada law. If the Merger is completed we intend to change our name to “Royalite Petroleum Company Inc.” and pursue the business of Royalite. Until we complete our merger with Royalite we intend to pursue our initial business plan.
Business of Royalite
Royalite Petroleum Corp. is an oil and gas exploration company active exclusively in the Utah Hingeline Trend of south-central Utah. Royalite has the exclusive rights in Utah to a proprietary sensing technology (the “Technology”) for conducting geophysical surveys and mapping potential oil structures. Royalite continues to conduct geophysical surveys in the counties surrounding the Covenant Field that was discovered by Michigan based Wolverine Oil and Gas in December, 2003.
The sensing Technology can measure on the surface what conventional seismic technology and downhole gamma ray, electron, density and resistivity logs can indicate including: (i) the depth, thickness, width and density of all hydrocarbons from the surface down to the basement; and (ii) the location and direction of all the local features in the Sevier Valley which include complex back-thrusting, duplexing, tectonic-wedge formation and extensive faulting. The Technology utilizes naturally transmitted signals from deep within the earth. It thereby can accurately map, in five degrees of motion, the earth’s internal profile. The instrument can be used on the surface, underground, on water or in the air (by helicopter) to accurately map substructures, minerals, hydrocarbons and badly needed water sources.
Royalite believes its technological advantages will allow it to estimate oil and gas reserves prior to drilling and thereafter drill precisely where hydrocarbons have been trapped. To date, Royalite has
5
secured oil and gas leases on over 33,000 acres along this trend and was the successful bidder on 17 parcels of land consisting of 20,000 acres in the recent BLM oil and gas lease sale held in Salt Lake City on August 15. Royalite was also the successful bidder on eight parcels of land that the State of Utah Land Trust offered for lease in its July, 2006 sealed bid auction. Royalite has a 100% working interest in its leases and will pay a 12.5% royalty to the lessors.
Royalite has concluded detailed geophysical surveys on numerous large structures south of the Covenant Field and is proceeding to obtain drilling permits to commence a multi-well drilling program as soon as possible. The current business plan of Royalite is to maintain its 100% working interest by drilling the properties internally rather than joint venturing with other parties. . Royalite intends to acquire properties and carry out exploration programs in order to ascertain whether the properties possess commercially viable quantities of oil or gas. There can be no assurance that commercially exploitable oil or gas deposits, or reserves, both exist on the properties until appropriate exploratory work is done.
PLAN OF OPERATION
We currently earn revenue from the following sources:
1. | Sales of membership subscriptions to businesses using our Worldbid web sites; |
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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 sites 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.
If the merger is completed we intend to change our name to “Royalite Petroleum Company Inc.” and pursue the business of Royalite. Until we complete our merger with Royalite, of which there is no assurance, we intend to pursue our initial business plan.
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RESULTS OF OPERATIONS
Three Months Summary
| Three Months | Three Months | Percentage |
| ended July 31, 2006 | ended July 31, 2005 | Increase / (Decrease) |
Revenue | $76,723 | $77,662 | (1.2)% |
Expenses | 93,377 | 81,403 | 14.7% |
Net Loss | $(1,094,663) | $(3,741) | 29,161% |
Revenues
We had revenues of $76,723 for the three months ended July 31, 2006, compared to $77,662 for the three months ended July 31, 2005, representing a minimal decrease of $939 or 1.2% . Our revenues from sales of membership subscriptions to our Worldbid web sites, advertising sales and partnership fees for the three months ended July 31, 2006 declined minimally as compared to the three months ended July 31, 2005.
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. 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. 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:
| Three Months Ended | Three Months Ended | Percentage |
| July 31, 2006 | July 31, 2005 | Increase / (Decrease) |
Selling, General and | $93,276 | $75,504 | 23.5% |
Administrative Expenses | | | |
Interest Expense | 1,078,009 | 5,798 | 18,493% |
Depreciation and | 101 | 101 | - |
Amortization | | | |
Total Operating Expenses | $1,094,663 | $81,403 | 1,244% |
The increase in our expenses and selling, general and administrative expenses was primarily due to the fact that we recorded an interest expense of $1,073,500 on the conversion feature of the 10% convertible notes issued in the convertible note offering closed in July, 2006. Exclusive of interest expense, we reduced our operating expenses to $21,163 during the quarter ended July 31, 2006. This decrease reflects scaling back of 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
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expenses will be maintained at the current level if we are able to maintain our current revenues without receiving any additional financing.
During the three months ended July 31, 2006, we did not incur any amortization of debt discount expense compared to $4,604 of such expenses for the three months ended July 31, 2005, representing a decrease of $4,604. 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. There was no stock based compensation expense included in selling, general and administrative expenses for the three months ended July 31, 2006. We did not issue any options during the three months ended July 31, 2006 and during the fiscal year all of our outstanding options expired.
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 $1,094,663 for the three months ended July 31, 2006, compared to a loss of $3,741 for the three months ended July 31, 2005 representing an increase of $1,090,922. Net cash used in operating activities during the three months ended July 31, 2006 increased to $165,236 as compared to $4,268 in the comparative period.
If we are able to achieve the required financing, we anticipate that our operating expenses will continue to increase if we complete our Merger with Royalite and proceed with the business of Royalite. 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 | Three Months Ended |
| July 31, 2006 | July 31, 2005 |
Cash Flows used in Operating Activities | $(165,236) | $(4,268) |
Cash Flows from (used in) Investing Activities | 109 | (292) |
Cash Flows from Financing Activities | 299,100 | - |
Effect of Exchange Rate Changes on Cash | 244 | (1,656) |
Net increase in Cash During Period | $134,217 | $(6,216) |
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Working Capital | | | |
| | | Percentage |
| At July 31, 2006 | At April 30, 2006 | Increase / (Decrease) |
Current Assets | $220,832 | $80,614 | 173.9% |
Current Liabilities | (1,351,530) | (454,203) | 197.6% |
Working Capital Deficit | ($1,130,698) | ($373,589) | 202.7% |
We had cash on hand of $209,142 as at July 31, 2006, compared to cash on hand of $72,466 as at July 31, 2005. 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. Since our fiscal year end, we completed the following financings:
| - | During our second fiscal quarter we received subscriptions for a total of 3,480,162 units at $0.75 per unit and received total subscription proceeds of approximately $2,600,000 under the private placement offering approved by our directors on June 19, 2006. Each unit consisted of one share of our common stock and one half of one share purchase warrant with each whole share purchase warrant entitling the holder to purchase one share of our common stock at a price of $0.85 per share for a period of one year from the date of issuance. |
| | |
| - | On July 31, 2006, we closed an offering of 10% convertible notes for proceeds of $190,000. The 10% Convertible Notes were issued on August 11, 2006 to 14 subscribers pursuant to Regulation S of the Securities Act. The convertible notes are due on April 30, 2008 and bear interest at a rate of 10% per annum. The notes are convertible at the option of the noteholder into shares of our 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. |
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, 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 $35,000 to $37,000 per month. Our current revenues are approximately $28,000 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.
10% Convertible Notes
On July 31, 2006, we closed an offering of 10% convertible notes for proceeds of $190,000. The 10% Convertible Notes were issued on August 11, 2006 to 14 subscribers pursuant to Regulation S
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of the Securities Act of 1933. The convertible notes are due on April 30, 2008 and bear interest at a rate of 10% per annum. The notes are convertible at the option of the noteholder into shares of our 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.
Credit Card Facility
We have two credit card facility which require an aggregate security deposit of $30,000. We have deposited as security for the credit facilities the $30,851. We have credit card charge-backs representing 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.
Future Financing
We are presently pursuing additional financing. On August 11, 2006, our board of directors approved a private placement offering of up to 15,000,000 units at a price of $1.50 per unit. Each unit will consist of one share of our common stock and one half of one share purchase warrant. Each whole warrant will entitle the purchaser to acquire an additional common share at a price of $1.75 per share for a period of one year from closing. The offering will be made on a best efforts private placement basis in reliance of exemptions from applicable securities laws. To date, no units under this offering have been sold. A 10% commission and warrants to purchase up to 10% of the shares placed at a price of $1.75 per share have been authorized to be paid to licensed brokers or investment dealers or other qualified finders in connection with this offering. There is no assurance that this offering or any part of it will be completed.
We anticipate continuing to rely on equity sales of our common shares in order to continue to fund our business operations. Issuances of additional shares will result in dilution to our existing shareholders. There is no assurance that we will achieve any of additional sales of our equity securities or arrange for debt or other financing for to fund our planned mining, development and exploration activities.
OFF-BALANCE SHEET ARRANGEMENTS
None.
CRITICAL ACCOUNTING POLICIES
The preparation of financial statements in conformity with generally accepted accounting principles requires our management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Our management routinely makes judgments and estimates about the effects of matters that are inherently uncertain.
We have identified certain accounting policies, described below, that are most important to the portrayal of our current financial condition and results of operations. Our significant accounting policies are disclosed in Note 1 to the interim financial statements included in this Quarterly Report.
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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.
Subscriptions received in advance for access to our website services are recognized as income over the period of the subscription.
Foreign Currency
These financial statements have been presented in U.S. dollars. The functional currency of the operations of our wholly-owned Canadian operating subsidiary is the Canadian dollar. Assets and liabilities measured in Canadian dollars are translated into United States dollars using exchange rates in effect at the consolidated balance sheet’s date with revenue and expense transactions translated using average exchange rates prevailing during the period. Exchange gains and losses arising on this translation are excluded from the determination of operating income and reported as foreign currency translation adjustment and included in other comprehensive income (loss).
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 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.
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 notes payable. At April 30, 2006 and 2005, the fair market value of these instruments approximated their financial statement carrying amount due to the short-term maturity of these instruments.
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, the Financial Accounting Standards Board (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 APB 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
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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 FASB issued 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 No. 123R will require companies to measure all employee stock based compensation awards using a fair value method and record such expense in their consolidated financial statements. In addition, the adoption of SFAS No. 123R requires additional accounting and disclosure related to the income tax and cash flow effects resulting from share based payment arrangements. We adopted SFAS No. 123R on a prospective basis on December 15, 2005. No stock options have been issued since that date.
RISKS AND UNCERTAINTIES
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.
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
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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; |
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B. | our ability to generate revenue through the sale of membership subscriptions for the Worldbid Web Sites; |
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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; |
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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; |
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F. | The announcement or introduction of competing web sites and products of competitors; |
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G. | The general economic conditions and economic conditions specific to the Internet and electronic commerce; and |
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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.
We have sustained net losses from operations since our inception. We sustained a $1,094,663 net loss for the three months ended July 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, Paul Wagorn, and our president and chief executive officer, Logan Anderson. The loss of the services of either 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 has been increasing slightly over the past few months but 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.
We may conduct further offerings in the future in which case your shareholdings will be diluted.
Since our inception, we have relied on such equity sales of our common stock to fund our operations. We may conduct further equity offerings in the future to finance our current projects or to finance subsequent projects that we decide to undertake. If common stock is issued in return for additional funds, the price per share could be lower than that paid by our current stockholders. We anticipate continuing to rely on equity sales of our common stock in order to fund our business operations. If we issue additional stock, your percentage interest in us will be lower. This condition is often referred to as "dilution.” The result of this could reduce the value of our stock.
Because our stock is a penny stock, stockholders will be more limited in their ability to sell their stock.
The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the Nasdaq system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or quotation system.
Because our securities constitute "penny stocks" within the meaning of the rules, the rules apply to us and to our securities. The rules may further affect the ability of owners of shares to sell our securities in any market that might develop for them. As long as the trading price of our common stock is less than $5.00 per share, the common stock will be subject to rule 15g-9 under the Exchange Act. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the SEC, that:
1. | contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading; |
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2. | contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements of securities laws; |
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3. | contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price; |
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4. | contains a toll-free telephone number for inquiries on disciplinary actions; |
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5. | defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and |
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6. | contains such other information and is in such form, including language, type, size and format, as the SEC shall require by rule or regulation. |
The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with: (a) bid and offer quotations for the penny stock; (b) the compensation of the broker-dealer and its salesperson in the transaction; (c) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and (d) a monthly account statements showing the market value of each penny stock held in the customer's account. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitably statement. These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our stock.
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ITEM 3. CONTROLS AND PROCEDURES
Under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures as required by Exchange Act Rule 13a-15(b) as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that these disclosure controls and procedures are effective.
There were no changes in our internal control over financial reporting during the quarter ended July 31, 2006 that have materially affected, or are reasonably likely to materially affect, our internal control 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 August 14, 2006. 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
Since the last fiscal year ended April 30, 2006, we completed the sales of the following securities that were not registered pursuant to the Securities Act of 1933 (the “Securities Act”):
| 1. | On July 31, 2006, we closed an offering of 10% convertible notes for proceeds of $190,000. The 10% Convertible Notes were issued on August 11, 2006 to 14 subscribers pursuant to Regulation S of the Securities The convertible notes are due on April 30, 2008 and bear interest at a rate of 10% per annum. The notes are convertible at the option of the noteholder into shares of our 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. |
| | |
| 2. | During our second fiscal quarter we received subscriptions for a total of 3,480,162 units at $0.75 per unit and received total subscription proceeds of approximately $2,600,000 under the private placement offering approved by our directors on June 19, 2006. Each unit consisted of one share of our common stock and one half of one share purchase warrant with each whole share purchase warrant entitling the holder to purchase one share of our common stock at a price of $0.85 per share for a period of one year from the date of issuance. Formal closing of the offering is expected to take place immediately prior to or concurrent with closing of the merger. |
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
None.
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ITEM 6. EXHIBITS
The following exhibits are either provided with this Quarterly Report on Form 10-QSB or are incorporated herein by reference:
Exhibit | |
Number | Description of Exhibit |
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3.1 | Articles of Incorporation.(1) |
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3.2 | Certificate of Amendment of Articles of Incorporation.(1) |
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3.3 | By-Laws of Worldbid.(1) |
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3.4 | Certificate of Amendment of Articles of Incorporation.(2) |
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3.5 | Certificate of Amendment of Articles of Incorporation.(7) |
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3.6 | Certificate of Change to Articles of Incorporation.(12) |
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3.7 | Amended and Restated Articles of Incorporation filed January 13, 2006.(13) |
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3.8 | By-Laws of Worldbid Corporation(1) |
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4.1 | Specimen Stock Certificate.(1) |
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4.2 | Form of 15% Guaranteed Convertible Notes.(3) |
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4.3 | Form of Series X Share Purchase Warrant.(3) |
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4.4 | 2000 Stock Option Plan.(2) |
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4.5 | 2004 Stock Option Plan.(9) |
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4.6 | Form of 10% Convertible Note.(14) |
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10.1 | Executive Consultant Agreement dated September 1, 2001 between Worldbid and Logan Anderson.(4) |
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10.2 | Memorandum of Agreement dated September 18, 2002 between Worldbid and City of London Group PLC.(5) |
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10.3 | Amendment to Executive Consultant Agreement dated November 1, 2002 between Worldbid and Logan Anderson.(6) |
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10.4 | Amendment to Executive Consultant Agreement dated for reference August 29, 2003 between Worldbid and Logan Anderson.(10) |
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10.5 | Amendment to Executive Consultant Agreement dated for reference April 30, 2005 between Worldbid and Logan Anderson.(11) |
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10.6 | Agreement and Plan of Merger dated August 23, 2006 between Worldbid Corporation and Royalite Petroleum Corp.(15) |
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10.7 | Settlement Agreement dated August 31, 2006 between Worldbid and Howard Thomson.(16) |
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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. |
(13) | Filed as an Exhibit to our Quarterly Report on Form 10-QSB for the nine months ended January 31, 2006 filed with the SEC on March 22, 2006. |
(14) | Filed as an Exhibit to our Annual Report on Form 10-KSB for the year ended April 30, 2006 filed with the SEC on August 14, 2006. |
(15) | Filed as an Exhibit to our Current Report on Form 8-K filed with the SEC on August 29, 2006. |
(16) | Filed as an Exhibit to our Current Report on Form 8-K filed with the SEC on September 7, 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 |
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Date: | September 14, 2006 | By: | /s/ Logan B. Anderson |
| | | LOGAN B. ANDERSON |
| | | President, Secretary, Treasurer, |
| | | Chief Executive Officer and Chief Financial Officer |
| | | Director |
| | | (Principal Executive Officer |
| | | and Principal Accounting Officer) |
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