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 ended October 31, 2000
[ ] Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act
of 1934
For the transition period ---------- to -------------
Commission File Number 000-26729
WORLDBID CORPORATION
----------------------------------------------------------------
(Exact name of small Business Issuer as specified in its charter)
Nevada 88-0427619
- ------------------------------- ---------------------------------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
Suite 1100, 1175 Douglas Street
Victoria, British Columbia, Canada V8W 2E1
- ---------------------------------------- ---------------------------------
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code: 250-475-2248
None
----------------------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the issuer was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days [X] Yes [ ] No
State the number of shares outstanding of each of the issuer's classes of common
stock, as of the latest practicable date: 15,050,000 Shares of $.001 par value
Common Stock outstanding as of December 8, 2000.
PART 1 - 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 six months ended October 31, 2000 are not necessarily
indicative of the results that can be expected for the Company's fiscal year
ending April 30, 2001.
- --------------------------------------------------------------------------------
Page 1
Worldbid Corporation
Consolidated Balance Sheet
October 31 April 30
2000 2000
(unaudited) (audited)
------------- -------------
Assets
Current Assets
Cash $104,932 $86,911
Accounts receivable 59,479 39,772
Prepaid expense 118,062
------------- -------------
Total Current Assets 282,473 126,683
Property and equipment, less accumulated amortization 331,127 264,487
Intangible Assets, less accumulated amortization 38,615 9,865
------------- -------------
Total Assets $652,215 $401,035
============= =============
Liabilities & Stockholders' Equity (deficit)
Current Liabilities
Accounts payable and Accrued liabilities $388,447 $92,497
Due to shareholder 426,250
------------- -------------
Total current liabilities and accrued liabilities 814,697 92,497
Stockholders' equity (deficit)
Common stock 14,550 6,730
Additional Paid in Capital 2,151,450 1,478,020
Share Subscription 500,000
Deficit (2,837,874) (1,176,212)
Accumulated Foreign Exchange Adjustment 9,392
------------- -------------
Total Stockholder's Equity (162,482) 308,538
------------- -------------
Total Liabilities & Stockholders' Equity $652,215 $401,035
============= =============
See Notes to Consolidated Financial Statements
- --------------------------------------------------------------------------------
Page 2
Worldbid Corporation
Consolidated Statement of Operations and Deficit (Unaudited)
Three Months Ended Six Months Ended
October 31 October 31 October 31 October 31
2000 1999 2000 1999
-------------------------------- ---------------------------
Revenue $13,689 $18,830 $44,455 $18,830
Operating expense:
Salaries and benefits 211,778 15,953 408,174 67,392
Marketing expense 381,787 39,291 690,090 71,169
Technical support and operations 84,335 19,551 136,652 52,927
Professional fees 39,994 6,943 169,453 46,820
Other selling, general and administration 96,003 17,481 220,076 36,590
Depreciation 22,006 2,705 42,006 5,410
------------- ------------ ------------ ------------
835,903 101,924 1,666,451 280,308
Loss from operations (822,214) (83,094) (1,621,996) (261,478)
Interest and financing changes 38,942 124 39,666 236
Net loss (861,156) (83,218) (1,661,662) (261,714)
Deficit, Beginning of period (1,976,718) (250,068) (1,176,212) (71,572)
------------- ------------ ------------ ------------
Deficit, End of period ($2,837,874) ($333,286) ($2,837,874) ($333,286)
============= ============ ============ =============
Net Loss per Common Share, basic and diluted ($0.06) ($0.01) ($0.12) ($0.02)
------------- ------------ ------------ ------------
Weighted Average Common Shares O/S, basic and diluted 14,526,000 12,000,000 14,048,413 11,967,391
============= ============ ============ =============
See Notes to Consolidated Financial Statements
- --------------------------------------------------------------------------------
Page 3
Worldbid Corporation
Consolidated Statement of Cash Flows (Unaudited)
Six Months Ended
October 31 October 31
2000 1999
--------------------------------
Cash provided by (used in):
Operations:
Net Loss ($1,661,662) ($261,714)
Items not involving cash
Depreciation 42,006 5,410
Foreign exchange on subsidiary operations 9,392 0
Changes in Operating Assets and Liabilities
Decrease (Increase) in accounts receivable (19,707) (18,830)
Decrease (Increase) in prepaid expenses (118,062) 0
Decrease (Increase) in accounts payable and accrued liabilities 295,950 (204)
------------- -----------
Net Cash used in operating activities (1,452,083) (275,338)
Investing:
Purchase of capital assets and equipment (107,990) (46,974)
Purchase of intangible assets (29,406) (2,800)
------------- -----------
Net Cash used in investing activities (137,396) (49,774)
Financing:
Increase in shareholder loans 426,250 0
Issue of Share Capital 7,820 0
Share subscriptions received 500,000 0
Increase in Additional Paid In Capital 673,430 0
------------- -----------
Net cash provided by financing activities 1,607,500 0
Increase/Decrease in Cash 18,021 (325,112)
------------- -----------
Cash, beginning of period 86,911 366,239
------------- -----------
Cash. End of Period $104,932 $41,127
============= ===========
See Notes to Consolidated Financial Statements
- --------------------------------------------------------------------------------
Page 4
WORLDBID CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
General
- -------
Worldbid Corporation (the "Company" or "WBC") was originally 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. The company owns and operates an online business-to-business world
trade web site, which is located on the Internet at "www.Worldbid.com". The
Worldbid web site facilitates business transactions on the Internet by providing
an organized and systematic tool for business to post notices of goods for sale
and notices for the request for tender of goods. The Company uses electronic
e-mail notifications in order to enable businesses to connect and transact
business. The Company currently earns revenues from advertising on e-mail
notifications, which are transmitted to businesses using the world wide web. The
Company plans to increase the revenue generating capabilities of its Worldbid
web site by charging fees to businesses for services provided via the Worldbid
web site.
Basis of Presentation
- ---------------------
The consolidated financial statements as presented include the accounts of
Worldbid Corporation (US) and its subsidiary Worldbid Corporation (Canada). All
intercompany balances have been eliminated.
Use of Estimates
- ----------------
Management uses estimates and assumptions in preparing these financial
statements in accordance with generally accepted accounting principles. Those
estimates and assumptions affect the reported amounts of assets and liabilities,
the disclosure of contingent assets and liabilities, and the reported revenues
and expenses.
Pro Forma Compensation Expense
- ------------------------------
The Company accounts for costs of stock-based compensation in accordance with
APB No. 25, "Accounting for Stock Based Compensation" instead of the fair value
based method in SFAS No. 123. No pro forma compensation expense is reported in
these financial statements.
Accounts Receivable
- -------------------
No allowance for uncollectable accounts has been provided. Management has
evaluated the accounts and believes they are all collectable.
- --------------------------------------------------------------------------------
Page 5
WORLDBID CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
- ----------------------------------------------------------------
Depreciation, Amortization and Capitalization
- ---------------------------------------------
The Company records depreciation and amortization when appropriate using both
straight-line and declining balance methods over the estimated useful life of
the assets (five to seven years). Expenditures for maintenance and repairs are
charged to expense as incurred. Additions, major renewals and replacements that
increase the property's useful life are capitalized. Property sold or retired,
together with the related accumulated depreciation, is removed from the
appropriate accounts and the resultant gain or loss is included in net income.
Impairment of Long-Lived Assets
- -------------------------------
The Company evaluates the recoverability of long-lived assets in accordance with
Statement of Financial Accounting Standards No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be disposed of".
SFAS No. 121 requires recognition of impairment of long-lived assets in the
event the net book value of such assets exceeds the future non-discounted cash
flows attributable to such assets.
Income Taxes
- ------------
The Company accounts for its income taxes in accordance with Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes". Under
Statement 109, a liability method is used whereby deferred tax assets and
liabilities are determined based on temporary differences between basis used for
financial reporting and income tax reporting purposes. Income taxes are provided
based on tax rates in effect at the time such temporary differences are expected
to reverse. A valuation allowance is provided for certain deferred tax assets if
it is more likely than not, that the Company will not realize the tax assets
through future operations.
Fair Value of Financial Instruments
- -----------------------------------
Financial accounting Standards Statement No. 107, "Disclosures About Fair Value
of Financial Instruments", requires the Company to disclose, when reasonably
attainable, the fair market values of its assets and liabilities, which are
deemed to be financial instruments. The Company's financial instruments consist
primarily of cash and certain investments.
Earnings Per Share Information
- ------------------------------
The Company computes basic earnings per share information by dividing the net
loss for the period presented by the weighted average number of shares
outstanding during such period. Common share equivalents are not included in
this calculation if the effect of their inclusion is anti-dilutive.
Advertising Expense
- -------------------
The company recognizes advertising expenses when incurred in accordance with SOP
93-7 "Reporting on Advertising Costs." As such, the Company expenses the cost of
producing advertisements at the time the production occurs, and expenses the
costs of communicating advertising in the period in which the advertising space
or airtime is used.
- --------------------------------------------------------------------------------
Page 6
WORLDBID CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
- ---------------------------------------------------------------
Comprehensive Income
- --------------------
Effective at inception, the Company adopted the provisions of SFAS No. 130,
"Reporting Comprehensive Income." SFAS No. 130 establishes standards for
reporting comprehensive income and its components in financial statements.
Comprehensive income, as defined, includes all changes in equity (net assets)
during a period from non-owner sources. At October 31, 2000 and 1999, the
Company did not have transactions that were required to be reported in
comprehensive income.
NOTE 2 - SHAREHOLDER LOANS
- --------------------------
Shareholder loans are secured by promissory notes and accrue interest at 10% per
annum. The promissory notes mature on December 31, 2000. There is no monthly
payment made on this loan.
NOTE 3 - COMMITMENTS AND CONTINGENCIES
- --------------------------------------
Operating Leases
- ----------------
The Company leases office space under various noncancelable-operating leases.
These operating leases terminate July 31, 2003. In connection with the lease
arrangements, the Company is obligated to make rental payments of $3,483 per
month with scheduled increases to $3,565 effective August 1, 2002. In addition
to monthly rent, these leases require the company to pay a share of building
operating expenses.
Future annual minimum rental commitments are as follows:
Year
2000 $ 6,966
2001 $41,796
2002 $42,206
2003 $19,110
Management Consulting Agreement
- -------------------------------
The Company has entered into a consulting agreement, with On-Line Design, a
British Columbia company owned 100% by Mr. Wurtele. This obligation requires
payments of $7,500 per month expiring February 16, 2001. In exchange for these
payments, On-Line Design provides management and continued development of the
Company's business.
- --------------------------------------------------------------------------------
Page 7
WORLDBID CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 4 - RELATED PARTY TRANSACTIONS
- -----------------------------------
The Company has a consulting agreement (see management consulting agreement),
with On-line Design, a company controlled by Mr. Scott Wurtele. Global Internet
Holdings Ltd., a major stockholder of WBC, is also controlled by Mr. Scott
Wurtele (see Acquisition of Worldbid.Com).
NOTE 5 - STOCK OPTION SUMMARY
- -----------------------------
There were no stock options granted during the three months ended October 31,
2000.
NOTE 6 - CHANGES IN SECURITIES
- ------------------------------
During the three months ended October 31, 2000, Worldbid issued the following
unregistered securities:
On August 17, 2000, Worldbid issued 50,000 shares of common stock in exchange
for financial advisory services.
On November 6, 2000, pursuant to share subscriptions received prior to October
31, 2000, Worldbid issued 500,000 units at a price of $1.00 per unit, for total
proceeds of $500,000. No commissions or fees were paid in connection with the
sale. Each unit was comprised of one share of common stock and one share
purchase warrant. Each warrant expires after three years and entitles its holder
to purchase one share of common stock at a price of $1.50 during the first year,
$1.75 during the second year, and $2.00 during the third year.
STOCK SPLIT
- -----------
On June 26, 2000, the Company issued to each of the shareholders of the Company
a total of one additional share of the Company's common stock for each
outstanding share of the Company's common stock held by each shareholder. Each
share will be deemed to be a validly issued, fully paid and non-assessable share
of the Company's common stock.
NOTE 7 - LIQUIDITY AND FUTURE OPERATIONS
- ----------------------------------------
The Company has sustained net losses and negative cash flows from operations
since its inception. As of October 31, 2000 the Company has negative working
capital of $532,224. The Company's ability to meet its obligations in the
ordinary course of business is dependent upon its ability to establish
profitable operations or 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; nonetheless additional funding will be required
within the third quarter.
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 receipts of additional funding, will occur
and be successful.
- --------------------------------------------------------------------------------
Page 8
Item 2. Management's Discussion and Analysis or Plan of Operations
Forward-Looking Statements
Statements in this quarterly report about our future results, levels of
activity, performance, goals or achievements or other future events constitute
forward-looking statements. These statements involve known and unknown risks,
uncertainties and other factors that may cause actual results or events to
differ materially from those anticipated in our forward-looking statements.
These factors include, among others, those described in connection with the
forward-looking statements, and the factors listed in Exhibit 99.1 to this
report, and the Company's annual report on Form 10-KSB for the fiscal year ended
April 30, 2000 as filed with the Securities and Exchange Commission, which is
hereby incorporated by reference in this report.
In some cases, you can identify forward-looking statements by our use of words
such as "may," "will," "should," "could," "expect," "plan," "intend,"
"anticipate," "believe," "estimate," "predict," "potential" or "continue" or the
negative or other variations of these words, or other comparable words or
phrases.
Although we believe that the expectations reflected in our forward-looking
statements are reasonable, we cannot guarantee future results, levels of
activity, performance or achievements or other future events. Moreover, neither
we nor anyone else assumes responsibility for the accuracy and completeness of
forward-looking statements. We are under no duty to update any of our
forward-looking statements after the date of this report. You should not place
undue reliance on forward-looking statements.
Sales
The Company uses electronic e-mail notifications to update members on current
trade lead postings, and derived revenues primarily from advertisements attached
to e-mail trade notifications to such members. The Company realized revenues of
$13,689 for the quarter ended October 31, 2000 and $44,455 for the six-month
period ended October 31, 2000. Revenues in the quarter and six-month period
ended October 31, 1999 were $18,830, because the Company only began generating
advertising revenues in August 1999.
Currently, the Company is in the process of repositioning its revenue model from
one that earns revenues from advertising on e-mail notifications to a revenue
model based on charging fees to businesses for services provided via the
Worldbid web site. As the Company implements this repositioning strategy, it
anticipates that future revenues from advertising will become a smaller
proportion of overall revenues. The Company believes that the on-line
advertising sector will face an increasingly difficult business climate, and
there can be no assurance that the Company will earn revenues from advertising
at levels consistent with past fiscal periods or that its fee-based subscription
revenue model will be commercially successful.
Worldbid believes that demand for its services will increase if it can
successfully differentiate its products and services from its competitors.
Worldbid.com has implemented a strategy of pre-qualifying and star-rating
companies that post trade leads on Worldbid.com, a feature that users of
Worldbid.com considered essential
- --------------------------------------------------------------------------------
Page 9
based on an extensive survey of users conducted by the Company. The Company will
provide a star rating (between 1 to 5 stars) for each company posting trade
leads on Worldbid.com. The Company intends to charge monthly subscription fees
to users to access these ratings. The amount of the subscription fees charged to
subscribers is expected to vary based on the level of access the subscriber
desires.
Worldbid's plan is to market its subscription services to its user base of over
36,000 companies in an effort to convert them into paying subscribers. In
addition, the Company currently receives more than 100 new memberships a day by
offering free 30 day trial subscriptions that are designed to educate companies
on the benefits of becoming a Worldbid member. The Company intends to contact
these new members after the free 30 day trial period to ensure that they are
realizing value from Worldbid.com's multiple services and to market its fee
based subscription services. Members that experience success with Worldbid.com
services are expected to subscribe to Worldbid's fee-based services.
Worldbid has developed software that enables it to invoice businesses and
collect payments electronically through its Worldbid web sites. Members are
given the option of several different methods of registering and paying for
services.
Worldbid is constantly evaluating its revenue sources and new revenue options.
Costs Of Goods Sold/Operating Expenses/Research And Development Expenses
- ------------------------------------------------------------------------
The Company's operating expenses were $835,903 for the quarter ended October
31,2000, and $1,666,451 for the six-month period ended October 31, 2000,
compared to operating expenses of $101,924 for the quarter ended October 31,
1999 and $280,308 for the six-month period ended October 31, 1999.
The increase in operating expenses during the fiscal periods ended October 31,
2000, compared to the same periods in 1999, was primarily due to the expansion
of the Company's business operations during the 2000 periods. During the fiscal
periods ended October 31, 2000, the Company had substantial increases in
marketing costs resulting in the registration of 33,000 new members during the
twelve-month period ended October 31, 2000. Marketing expenses were $381,787, or
46% of total expenses for the quarter ended October 31, 2000, compared to
$39,291 or 39% of total expenses for the quarter ended October 31, 1999.
Marketing expenses were $690,090, or 41% of total expenses for the six-month
period ended October 31, 2000, compared to $71,169 or 25% of total expenses for
the six-month period ended October 31, 1999. The Company expects marketing
expenses to increase in absolute dollars as the Company plans to expand into new
international and vertical markets, and plans to implement marketing programs to
promote Worldbid and its subscription fee based services. The Company expects to
increase marketing expenditures to develop and promote its regional and vertical
partner sites, and anticipates that marketing expenditures related to its
primary site may decline as a percentage of the Company's marketing budget.
During the quarter and six-month period ended October 31, 2000, other
significant expenses associated with the growth of the Company's business
included increased compensation expenses related to the hiring new employees,
increased professional fees related to complying with the Company's Securities
and Exchange Commission reporting obligations and financing activities,
increased office expenses and increased cost of managing and developing the
Worldbid web sites. Management
- --------------------------------------------------------------------------------
Page 10
expects that operating expenses and research and development costs will increase
substantially as the Company implements its expansion strategy in accordance
with its business plan.
Net Loss
- --------
The Company recorded a net loss of $861,156 for the quarter ended October 31,
2000, compared to a net loss of $83,218 for the quarter ended October 31, 1999.
For the six-month period ended October 31, 2000, the Company recorded a net loss
of $1,661,662, compared to a net loss of $261,714 for the six-month period ended
October 31, 1999. This loss reflects the Company's increased marketing and
operating expenses during the periods ended October 31, 2000, compared to the
same periods in 1999. The Company anticipates that losses will increase as
operating expenses increase to carry out the Company's business strategy and
plan of operation. The Company anticipates operating expenses will increase due
to the following:
(i) the Company plans a substantial marketing and sales program over the
next twelve months in order to increase Worldbid's paid registered
user base;
(ii) increased expenses associated with anticipated increased Web site
usage and expansion of the Company's business;
(iii)increased expenses associated with developing programs and software
systems required to handle a larger membership base and increased
outgoing e-mail traffic; and
(iv) additional expenses associated with completing and managing the
Company's plan of operation and expansion efforts.
Liquidity And Capital Resources
- -------------------------------
The Company had cash on hand of $104,932 as at October 31, 2000. The Company's
monthly marketing and operating expenses are approximately $300,000 per month.
The Company had a working capital deficit of $532,224 at October 31, 2000. The
Company received subscriptions for 500,000 Units at $1.00 per Unit for gross
proceeds of $500,000. Each Unit consisted of one share of common stock and one
warrant exercisable to acquire one additional share of common stock. See
"Changes in Securities."
The Company will require additional financing in order to continue as a going
concern and to finance its business operations. The Company is in the process of
negotiating private placements of securities to raise working capital to finance
its operations. The Company anticipates that it will raise additional financing
by issuing equity or debt securities. There can be no assurance that the Company
will successfully raise additional capital on acceptable terms, if at all.
The Company anticipates that it will continue to incur losses for the
foreseeable future, as it expects to incur substantial marketing and operating
expenses in implementing its plan of operation. The Company's future financial
results are uncertain due to a number of factors, many of which are outside of
the Company's control. These factors include, but are not limited to:
(i) the Company's ability to implement subscription fees for the Worldbid
web sites without significantly reducing the number of users of the
Worldbid
- --------------------------------------------------------------------------------
Page 11
web sites, the number of trade leads and the number of e-mail trade
notifications;
(ii) the Company's ability to increase revenue from advertisements from
e-mail notifications transmitted via the Worldbid web sites;
(iii)the Company's ability to raise additional capital necessary to
implement its business strategy and plan of operation;
(iv) the Company's ability to compete with existing and new
business-to-business electronic commerce web sites and the success of
any marketing and promotional campaign which the Company conducts for
the Worldbid web sites.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
- -------------------------
None
Item 2. Changes in Securities
- -----------------------------
During the three months ended October 31, 2000, Worldbid issued the following
unregistered securities:
On August 15, 2000, Worldbid issued 50,000 shares of Worldbid common stock
to Travis Morgan Securities, Inc., in exchange for financial advisory
services to be provided by Travis Morgan. Worldbid relied on the exemption
from registration provided by Section 4(2) under the Securities Act of
1933, as amended (the "Act") in connection with the issuance of the shares.
During the period beginning November 1, 2000 and ending December 8, 2000,
Worldbid issued the following unregistered securities:
On November 6, 2000, Worldbid sold 500,000 units to Anker Bank of
Switzerland on behalf of its client(s) at a price of $1.00 per unit, for
total proceeds of $500,000. The sale was completed outside the United
States to non-US persons pursuant to Regulation S of the Act. No
commissions or fees were paid in connection with the sale. Each unit was
comprised of one share of our common stock and one share purchase warrant.
Each warrant expires after three years and entitles its holder to purchase
one share of our common stock at a price of $1.50 during the first year,
$1.75 during the second year, and $2.00 during the third year.
Item 3. Defaults upon Senior Securities
- ---------------------------------------
None
Item 4. Submission of Matters to a Vote of Security Holders
- -----------------------------------------------------------
The Company did not submit any matters to a vote of securities holders during
the quarter ended October 31, 2000.
Subsequent to October 31, 2000, the Company held an Annual Meeting of
Shareholders on November 6, 2000. A total of 6,870,540 common shares were
represented in person or by proxy at the annual meeting. The following matters
- --------------------------------------------------------------------------------
Page 12
were submitted to a vote at the meeting and unanimously approved by those
voting:
1. The following individuals were elected as directors of the Company to hold
office for the ensuing year until the next Annual Meeting:
Scott Wurtele
Logan Anderson
Howard Thomson
Paul Wagorn
Lloyd Baron
2. The Company's 2000 Stock Option Plan, providing for the grant of stock
options to employees, officers, directors, and consultants, was approved
and adopted.
3. An amendment to the Articles of Incorporation was approved, to (i)
eliminate cumulative voting for directors and (ii) establish a new class of
1,000,000 shares of Preferred Stock. The elimination of cumulative voting
allows shareholders to cast one vote per share for each director elected at
a meeting of the shareholders. The Preferred Stock has a par value of
$0.0001, and empowers the Board, with no need for further shareholder
approval, to issue Preferred Stock in one or more series, and with such
dividend rates and rights, liquidation preferences, voting rights,
conversion rights, rights and terms of redemption and other rights,
preferences, and privileges as determined by the Board. (As at December 8,
2000, no Preferred Stock has been issued.)
4. Sarna and Company was approved as the Independent Auditor of the Company
for the fiscal year ending April 30, 2001. (KPMG LLP has since replaced
Sarna and Company as Worldbid's Independent Auditor for the fiscal year
ending April 30, 2001, as reported in a Form 8-K filed by the Company.)
Item 5. Other Information
- -------------------------
None
Item 6. Exhibits and Reports on Form 8-K.
- -----------------------------------------
(a) Exhibits
Exhibit
Number Description
------ -----------
2.4 Certificate of Amendment to Articles of Incorporation
6.1 2000 Stock Option Plan
27.1 Financial Data Schedule
99.1 Risk Factors
(b) Reports on Form 8-K.
The Company filed a Form 8-K respecting its change of Independent
Auditor on November 11, 2000, as amended on November 22, 2000 and December 6,
2000.
- --------------------------------------------------------------------------------
Page 13
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
WORLDBID CORPORATION
Date: December 14, 2000
By: /s/ SCOTT WURTELE
------------------------------
SCOTT WURTELE
Director & CEO
By: /s/ HOWARD THOMSON
------------------------------
HOWARD THOMSON
Chief Financial Officer
- --------------------------------------------------------------------------------
Page 14
EXHIBIT INDEX
-------------
Exhibit
Number Description
- ------ -----------
2.5 Certificate of Amendment to Articles of Incorporation
6.1 2000 Stock Option Plan
27.1 Financial Data Schedule
99.1 Risk Factors