Financial Statements of
WORLDBID CORPORATION AND SUBSIDIARY
(Prepared by management)
Year ended April 30, 2000 and
Nine months ended January 31, 2001
(Unaudited)
WORLDBID CORPORATION AND SUBSIDIARY
(Prepared by management)
Balance Sheet
January 31, 2001
(Unaudited)
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Historical Historical Pro forma Pro forma
Worldbid RequestAm Adjustments Combined
- ------------------------------------------------------------------------------
Assets
Current assets:
Cash and cash equivalents $ 63,449 $ 90,025 $ - $ 153,474
Accounts receivable 16,436 4,107 - 20,543
Prepaid expenses 13,183 1,484 - 14,667
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93,068 95,616 - 188,684
Property and equipment,
less accumulated amortization 346,561 39,220 - 385,781
Deferred costs 50,000 22,488 (22,488) 50,000
Other assets 39,163 - - 39,163
Goodwill - - 116,417 116,417
- ------------------------------------------------------------------------------
$ 528,792 $ 157,324 $ 93,929 $ 780,045
==============================================================================
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable and
accrued liabilities $ 334,747 $ 48,741 $ - $ 383,488
Loan payable 100,000 - - 100,000
Due to shareholder 803,450 - - 803,450
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1,238,197 48,741 - 1,286,938
Stockholders' equity:
Common stock 15,800 1,172,500 (1,171,750) 16,550
Additional paid-in capital 2,950,200 - 224,250 3,174,450
Share subscription 5,000 - - 5,000
Exchange adjustment 11,159 - - 11,159
Deficit (3,691,564)(1,063,917) 1,041,429 (3,714,052)
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(709,405) 108,583 93,929 (506,893)
- ------------------------------------------------------------------------------
$ 528,792 $ 157,324 $ 93,929 $ 780,045
==============================================================================
See accompanying notes to unaudited pro forma condensed combined financial
statements.
1
WORLDBID CORPORATION AND SUBSIDIARY
(Prepared by management)
Pro Forma Condensed Combined Statement of Operations
Nine months ended January 31, 2001
(Unaudited)
==============================================================================
Historical Historical Pro forma Pro forma
Worldbid RequestAm Adjustments Combined
- ------------------------------------------------------------------------------
Revenue $ 65,815 $ 44,135 $ - $ 109,950
Operating expense:
Salaries and benefits (601,842) (459,883) - (1,061,725)
Marketing expense (824,372) (43,552) - (867,924)
Technical support
and operatings (205,930) (34,507) - (240,437)
Professional fees (414,699) (41,853) (22,488) (479,040)
Other selling, general and
Administration (391,847) (27,263) - (419,110)
Depreciation (66,236) (5,923) (38,806) (110,965)
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(2,504,926) (612,981) (61,294) (3,179,201)
Loss from operations (2,439,111) (568,846) (61,294) (3,069,251)
Other income (expense) (76,241) 5,836 - (70,405)
Tax recovery (expense) - (800) - (800)
- ------------------------------------------------------------------------------
Net loss (2,515,352) (563,810) (61,294) (3,140,456)
Net loss per common share,
basic and diluted $ (0.17) $ - $ - $ (0.21)
- ------------------------------------------------------------------------------
Weighted average common shares
outstanding, basic and diluted 14,291,295 - - 15,041,295
==============================================================================
See accompanying notes to unaudited pro forma condensed combined financial
statements.
2
WORLDBID CORPORATION AND SUBSIDIARY
(Prepared by management)
Pro Forma Condensed Combined Statement of Operations
Year ended April 30, 2000
(Unaudited)
==============================================================================
Historical Historical Pro forma Pro forma
Worldbid RequestAm Adjustments Combined
- ------------------------------------------------------------------------------
Revenue $ 87,729 $ 4,772 $ - $ 92,501
Operating expense (1,195,217) (524,765) (38,806) (1,758,788)
- ------------------------------------------------------------------------------
Loss before other income (1,107,488) (519,993) (38,806) (1,666,287)
Other income (interest) 2,848 1,338 - 4,186
- ------------------------------------------------------------------------------
Loss before income tax (1,104,640) (518,655) (38,806) (1,662,101)
Provision for income tax - (800) - (800)
- ------------------------------------------------------------------------------
Net loss (1,104,640) (519,455) (38,806) (1,662,901)
Net loss per common share,
basic and diluted $ (0.18) $ - $ - $ (0.25)
- ------------------------------------------------------------------------------
Weighted average common shares
outstanding, basic and diluted 6,020,000 - - 6,770,000
==============================================================================
See accompanying notes to unaudited pro forma condensed combined financial
statements.
3
WORLDBID CORPORATION AND SUBSIDIARY
(Prepared by management)
Notes to Pro forma Condensed Combined Financial Statements
(Unaudited)
- -----------------------------------------------------------
1. Basis of presentation:
The following unaudited pro forma condensed combined
financial statements give effect to the acquisition of
RequestAmerica.com, Inc. ("RequestAmerica.com") by
Worldbid, Inc. ("Worldbid").
On February 23, 2001, Worldbid completed the acquisition
of all of the issued and outstanding common shares of
RequestAmerica.com, which operates as an interactive,
internet-based national clearing house for small business
on-line exchange in the B2B and G2B marketplace. Its
services are designed to provide buyers a large group of
vendors from which to select and sellers a targeted source
of sales leads. The purchase price of $225,000 consisted
of the issuance of 750,000 common shares with a fair value
of $225,000.
The pro forma condensed combined balance sheet assumes the
acquisition took place on January 31, 2001 and combines
the January 31, 2001 balance sheet of Worldbid with the
December 31, 2000 balance sheet of RequestAmerica.com.
The pro forma condensed combined statement of operations
for Worldbid's fiscal year ended April 30, 2000 assumes
the acquisition took place as of the beginning of the
fiscal year and combines the historical results of
Worldbid for the fiscal year ended April 30, 2000 and
RequestAmerica.com for the twelve months ended April 30,
2000, with pro forma adjustments. The pro forma condensed
combined statement of operations for the nine months ended
January 31, 2001 assumes the acquisition took place as of
May 1, 2000 and combines the historical results of
Worldbid and RequestAmerica for the nine months ended
January 31, 2001, with pro forma adjustments. Since the
fiscal years of Worldbid and RequestAmerica.com differ,
the financial statements of RequestAmerica.com have been
recast for the 2000 completed year of Worldbid and are
presented for the twelve-month period ended April 30,
2000.
The unaudited pro forma condensed combined balance sheet
reflects the appropriate pro forma adjustments to record
the acquisitions of RequestAmerica.com using the purchase
method of accounting. Acquisition costs and allocation of
the excess of acquisition costs over net assets assumed
are set forth below:
Fair value of common shares of Worldbid issued $ 225,000
- -------------------------------------------------------------------
Total acquisition costs 225,000
Less: net assets assumed (108,583)
- -------------------------------------------------------------------
Total acquisition costs and net assets assumed $ 116,417
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Allocation to intangible assets $ 116,417
===================================================================
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WORLDBID CORPORATION AND SUBSIDIARY
(Prepared by management)
Notes to Pro forma Condensed Combined Financial Statements
(Unaudited)
- -----------------------------------------------------------
1. Basis of presentation (continued):
The fair value of shares of Worldbid common stock was
determined by taking an average of the opening and closing
price of Worldbid common stock for a short period just
before and just after the final terms of the transactions
were agreed to by the parties and announced to the public.
The unaudited pro forma condensed statements of operations
reflect additional amortization expense resulting from the
increase in intangible assets due to the acquisition. The
unallocated excess of acquisition costs over net assets
assumed has been allocated to intangibles assets, which
will be amortized over three years.
The pro forma combined financial statements included
herein have been prepared by Worldbid without audit,
pursuant to the rules and regulations of the Securities
and Exchange Commission. Certain information and footnote
disclosures normally prepared in accordance with generally
accepted accounting principles have been condensed or
omitted pursuant to such rules and regulations. However,
Worldbid believes that the disclosures are adequate to
make the information not misleading. These pro forma
combined financial statements should be read in
conjunction with the consolidated financial statements and
the notes thereto included in Worldbid's Form 10-KSB for
the fiscal year ended April 30, 2000, the unaudited
consolidated financial statements and the notes thereto
included in Worldbid's Form 10-QSB for the nine months
ended January 31, 2001 and the financial statements of
RequestAmerica.com included in this filing.
2. Pro forma adjustments:
The pro forma condensed combined balance sheet reflects
the following adjustments:
(a) To record the issuance of common shares ($750) and
additional paid in capital ($224,250).
(b) To record intangible assets acquired ($116,417).
(c) To expense deferred acquisition costs of
RequestAmerica.com ($22,488).
(d) To eliminate the share capital ($1,172,500) and
accumulated deficit of RequestAmerica.com ($1,041,429).
The pro forma combined statements of operations reflect
the following adjustment:
(a) To record amortization of purchased intangibles over
estimated useful lives of three years.
(b) To record the expense of deferred acquisition costs
incurred by RequestAmerica.com.
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WORLDBID CORPORATION AND SUBSIDIARY
(Prepared by management)
Notes to Pro forma Condensed Combined Financial Statements
(Unaudited)
- -----------------------------------------------------------
3. Loss per share:
Basic and diluted net loss per share for each period is
calculated by dividing pro forma net loss by the common
shares used to calculate net loss per share in the
historical period of Worldbid plus the effect of the
common stock of Worldbid which was issued under the
Agreement and Plan of Merger.
6