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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 July 31, 2001
[ ] Transition Report pursuant to 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period to
Commission File Number 0-26729
---------
WORLDBID CORPORATION
__________________________________________________
(Exact name of small Business Issuer as specified in its charter)
NEVADA 88-0427619
- ------------------------------ ----------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
810 PEACE PORTAL DRIVE, SUITE 201
BLAINE, WA 98230
- --------------------------------- --------
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code: (360) 332-1752
--------------
_____________________________________________________________________
(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:
24,000,955 shares of $0.00001 par value common stock outstanding as
of August 30, 2001.
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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 three months
ended July 31, 2001 are not necessarily indicative of the results
that can be expected for the year ending April 30, 2002.
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WORLDBID CORPORATION
AND SUBSIDIARIES
Consolidated Financial Statements
Unaudited
Three months ended July 31, 2001 and 2000
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WORLDBID CORPORATION
AND SUBSIDIARIES
Consolidated Balance Sheets
(Unaudited)
July 31 April 30
Assets 2001 2001
---------- ----------
Current assets:
Cash and cash equivalents $ 38,160 $ 45,217
Trade accounts receivable 7,186 14,668
Receivables, other 87,646 41,378
Prepaid expenses 10,000 21,916
---------- ----------
Total current assets 142,992 123,179
Property, plant and equipment, less
accumulated depreciation 235,742 293,660
Intangible assets, less accumulated
amortization 185,244 207,200
---------- ----------
$ 563,978 $ 624,039
========== ==========
Liabilities and Stockholders' Deficit
Current liabilities:
Accounts payable and accrued expenses $ 588,451 $ 566,253
Shareholder loans 218,450 223,450
Notes payable - 100,000
---------- ----------
Total current liabilities,
being total liabilities 806,901 889,703
Stockholders' equity:
Common shares 24,051 21,601
Additional paid-in capital 4,571,823 4,082,473
Contributed surplus 38,200 -
Deficit (4,843,693) (4,334,934)
---------- -----------
Accumulated other comprehensive loss (33,304) (34,804)
---------- -----------
Total stockholders' deficit (242,923) (265,664)
---------- -----------
$ 563,978 $ 624,039
========== ===========
See accompanying notes to the unaudited financial statements.
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WORLDBID CORPORATION
AND SUBSIDIARIES
Consolidated Statements of Operations and Deficit
Unaudited
Three months ended
July 31 July 31
2001 2000
---------- ----------
Revenues:
Advertising $ 229 $ 30,766
Membership and partnership fees 66,917 -
---------- ----------
67,146 30,766
Expenses:
Selling, general and administrative
expenses (note 7) 469,432 810,548
Interest expense 21,006 724
Depreciation and amortization 63,467 20,000
Loss on disposal of fixed assets 22,000 -
---------- ----------
Total expenses 575,905 831,272
---------- ----------
Net loss 508,759 800,506
Other comprehensive income: foreign currency
translation adjustment 1,500 -
---------- ----------
Comprehensive loss $ 507,259 $ 800,506
========== ==========
Deficit, beginning of period $4,334,934 $1,176,212
Net loss for period 508,759 800,506
---------- ----------
Deficit, end of period $4,843,693 $1,976,718
Net loss per common share - basic
and diluted $ 0.02 $ 0.06
Weighted average number of common shares
Outstanding 23,660,845 13,488,335
See accompanying notes to the unaudited financial statements.
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WORLDBID CORPORATION
AND SUBSIDIARIES
Consolidated Statements of Cash Flows
Unaudited
Three months ended
July 31 July 31
2001 2000
---------- ----------
Cash flows from operating activities: $ (508,759) $(800,506)
Items not involving cash
Amortization 63,467 20,000
Loss on disposal of fixed assets 22,000 -
Services received in exchange for equity 4,000 -
Change in non-cash working capital items
Accounts receivable 7,482 (16,763)
Receivables, other (14,768) -
Prepaid expenses 11,916 (17,914)
Accounts payable and accrued expenses 22,198 61,916
---------- ----------
Net Cash used in operating
Activities (392,464) (753,267)
---------- ----------
Cash flows from investing activities:
Capital expenditures (5,593) (66,044)
---------- ----------
Net cash used in investing
Activities (5,593) (66,044)
---------- ----------
Cash flows from financing activities:
Repayment of notes payable (100,000) -
Proceeds (repayments) from
shareholder loans (5,000) 166,250
Proceeds from issuance of common stock 496,000 637,500
---------- ----------
Net cash provided by financing
Activities 391,000 803,750
---------- ----------
Net increase (decrease) in cash and cash
equivalents (7,057) (15,561)
Cash and cash equivalents at beginning
of year 45,217 86,911
---------- ----------
Cash and cash equivalents at end of year $ 38,160 $ 71,350
========== ==========
See accompanying notes to the unaudited financial statements.
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WORLDBID CORPORATION
AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements
(in US $)
July 31, 2001
(1) Business and basis of presentation:
-----------------------------------
Worldbid Corporation (the "Company") was incorporated on
August 10, 1998 in the State of Nevada as Tethercam Systems,
Inc. On January 15, 1999 the Company changed its name to
Worldbid Corporation. The Company is engaged in the business
of facilitating electronic commerce via the internet through
the operation of an online business-to-business world trade
web site. The Company operates in one business segment. The
Company has consolidated its two wholly-owned subsidiary
companies: RequestAmerica.com, Inc. and Worldbid Canada
Corporation. All significant inter-company balances and
transactions have been eliminated in the consolidation.
The unaudited consolidated financial statements of the Company
at July 31, 2001 and for the three month period then ended include
the accounts of the Company and its wholly-owned subsidiaries
and reflect all adjustments (consisting only of normal
recurring adjustments) which are, in the opinion of
management, necessary for a fair presentation of the financial
position and operating results for the interim periods.
Certain information and footnote disclosures normally included
in financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted
in these interim statements under the rules and regulations of
the Securities and Exchange Commission ("SEC"). Accounting
policies used in fiscal 2002 are consistent with those used in
fiscal 2001. The results of operations for the three months
ended July 31, 2001 are not necessarily indicative of the
results for the entire fiscal year ending April 30, 2002.
These interim financial statements should be read in
conjunction with the financial statements for the fiscal year
ended April 30, 2001 and the notes thereto included in the
Company's Form 10-KSB filed with the SEC on August 14, 2001.
The consolidated financial statements have been prepared in
accordance with generally accepted accounting principles in
the United States.
(2) Liquidity and future operations:
--------------------------------
The Company has sustained net losses and negative cash flows
from operations since its inception. At July 31, 2001 the
Company has negative working capital of $666,109. The
Company's ability to meet its obligations in the ordinary
course of business is dependent upon its ability to establish
profitable operations and to obtain additional funding through
public or private equity financing, collaborative or other
arrangements with corporate sources, or other sources.
Management is seeking to
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WORLDBID CORPORATION
AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements
(in US $)
July 31, 2001
increase revenues through continued
marketing of its services; however additional funding will be
required.
Management is working to obtain sufficient working capital
from external sources in order to continue operations. There
is however no assurance that the aforementioned events,
including the receipt of additional funding, will occur or be
successful.
(3) Foreign currency:
-----------------
The functional currency of the operations of the Company's
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 balance sheets 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 income and reported as foreign currency
translation adjustment (which is included in the comprehensive
income (loss)) in stockholders' deficit.
(4) Net loss per share:
-------------------
The Company computes net loss per share in accordance with
SFAS No. 128, "Earnings per Share". Under the provisions of
SFAS No. 128, basic loss per share is computed using the
weighted average number of common stock outstanding during the
periods. Diluted loss per share is computed using the
weighted average number of common and potentially dilative
common stock outstanding during the period. As the Company
generated net losses in each of the periods presented, the
basic and diluted net loss per share is the same as any
exercise of options or warrants would be anti-dilutive.
(5) Acquisitions
-------------
(a) RequestAmerica.com, Inc. ("RA"):
On February 23, 2001, the Company purchased all the common
stock of RA for 750,000 shares of its common stock (comprised
of 702,955 Worldbid Corporation common shares and options
which can be converted to 47,045 Worldbid Corporation common
shares) with a combined fair value (determined by using an
average of recent trading prices for the Company's stock) of
approximately
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WORLDBID CORPORATION
AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements
(in US $)
July 31, 2001
$225,000. A further 750,000 common shares are
contingently issuable should the Company achieve certain
profitability targets by February 2003.
Substantially all of the cost of the acquisition was
attributable to the intangible assets acquired.
(b) Worldbid.com :
On February 15, 1999 acquired a website and all other rights
from Global Internet Holdings Ltd. ("GIH"). The Company issued
a total of 3,000,000 restricted shares of common stock with a
$30,000 value pursuant to the acquisition agreement.
The Company and GIH have agreed that the GIH shares would be
held in escrow for a period of four years on the terms and
conditions of an escrow agreement between the Company. Shares
not yet released will be released to GIH in accordance with
the Escrow Agreement and are summarized below:
Anniversary of closing date Number of shares
--------------------------- ----------------
February 15, 2002 2,000,000 shares
February 15, 2003 2,000,000 shares
(6) Commitments and contingencies:
------------------------------
(a) Lease obligations:
The Company leases office space under a non-cancelable
operating lease agreement that expires on July 31, 2003.
Future minimal rental commitments are as follows:
Year Amount
------- ---------
2002 $ 58,628
2003 $ 80,384
2004 $ 40,188
The Company is also obligated under a lease for a period of
60 days from date of notice of cancellation with its server
provider in the amount of $7,388.
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WORLDBID CORPORATION
AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements
(in US $)
July 31, 2001
(b) Legal proceedings:
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 and
the Company will prevail in defending the suit.
(7) Selling, general and administrative expense:
--------------------------------------------
Three months ended
July 31 July 31
2001 2000
---------- ----------
Selling expenses:
Salaries and benefits $ 7,268 $ -
Commissions 7,699 -
Advertising 38,502 306,816
Travel 8,996 74,025
Trade meetings - 1,742
---------- ----------
62,466 382,583
General and administrative expenses:
Salaries and benefits 198,755 194,146
Technical support and operations 48,103 43,767
Insurance 741 8,446
Bad debt expense 8,955 -
Telephone and facsimile 6,564 8,001
Professional services 99,481 129,209
Other 44,367 44,396
---------- ----------
406,966 427,965
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Total selling, general and
administrative expenses $ 469,432 $ 810,548
========== ==========
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Item 2. Management's Discussion and Analysis or Plan of Operations
----------------------------------------------------------
FORWARD LOOKING STATEMENTS
The information in this discussion contains forward-looking
statements within the meaning of Section 27A of the Securities Act
of 1933, as amended, and Section 21E of the Securities Exchange Act
of 1934, as amended. These forward-looking statements involve
risks and uncertainties, including statements regarding the
Company's 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 outlined in the Risk Factors section below,
and, from time to time, in other reports the Company files with the
SEC. These factors may cause the Company's actual results to
differ materially from any forward-looking statement. The Company
disclaims any obligation to publicly update these statements, or
disclose any difference between its actual results and those
reflected in these statements. The information constitutes
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995.
OVERVIEW
Worldbid Corporation owns and operates an international business-
to-business and government-to-business facilitation service, which
combines proprietary software with the power of the Internet to
bring buyers and sellers together from around the world for
interactive trade. We were founded on the basis of a simple
premise: small, mid-sized and even large companies face numerous
linguistic, cultural and logistical barriers when trying to find
new buyers nationally and internationally or when trying to develop
new sources of products or materials nationally and
internationally. We have designed our Worldbid.com Internet web
site to enable companies throughout the world to procure, source
(buy) and tender (sell) products and services nationally and
internationally.
We currently earn revenue from the following sources:
1. sales of membership subscriptions to businesses using our
Worldbid web site;
2. sales of data gathered from our Worldbid web sites;
3. sales of advertising placed on our Worldbid web sites and on
e-mail trade notifications that are transmitted via the
Worldbid web site to businesses.
We began generating advertising revenues in August 1999. We have
only recently begun to charge membership subscription fees for our
Worldbid web sites. We are presently repositioning our revenue
model to a revenue model based on charging fees to businesses
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for membership subscriptions to our Worldbid web sites from one that
earns revenues from advertising on e-mail notifications. As we
undertake this repositioning strategy, our revenues from
advertising are becoming 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.
RESULTS OF OPERATIONS
THREE MONTHS ENDED JULY 31, 2001 COMPARED TO THREE MONTHS ENDED
JULY 30, 2000
Revenues
- --------
We had revenues of $67,146 for the three months ended July 31,
2001, compared to $30,766 for the three months ended July 31, 2000.
Our revenues from sales of membership subscriptions to our Worlbid
web sites for the three months ended July 31, 2001 were $66,917,
representing 99.7% of our total revenues. We did not earn any
revenue from subscription sales during the three months ended July
31, 2000. Our revenues from advertising on e-mail trade
notifications declined to $229 for the three months ended July 31,
2001, compared to $30,766 for the three months ended July 31, 2000.
The increase in overall revenues was attributable to revenues from
subscriptions sales and reflects our decision to pursue revenues
from subscriptions to our Worldbid web sites as our primary source
of revenue. The decrease in revenues from advertising reflects
both the general market decline in advertising revenues on the
Internet and our decision to pursue revenues from sales of
membership subscriptions to our Worldbid web sites. We anticipate
that revenue from membership subscriptions will continue to
increase if we are successful in attracting new users to the
Worldbid web sites who are prepared to pay a subscription fee and
in convincing current users of the Worldbid web sites to become
paying subscribers. We anticipate that revenue from advertisements
on e-mail trade notifications will not increase materially within
the current fiscal year.
Operating Expenses
- ------------------
Our operating expenses were $575,905 for the three months ended
July 31, 2001, compared to operating expenses of $831,272 for the
three months ended July 31, 2000. The decrease in our operating
expenses of $255,367 reflects our decision to scale back our
selling and marketing expenses in the three months ended July 31,
2001 due to limited working capital and our decision to reduce our overall
business infrastructure.
Our selling, general and administrative expenses decreased to
$469,432 for the three months ended July 31, 2001, compared to
$810,548 for the three months ended July 31, 2000. The decrease in
our selling, general and administrative expenses was primarily
attributable to the decrease in our selling expenses to $62,466 for
the three months ended July 31, 2001 from $382,583 for the three
months ended July 31, 2000, representing a decrease in the amount
of $320,117.
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Our general and administrative expenses decreased to $406,966 for
the three months ended July 31, 2001, compared to $427,965 for the
three months ended July 31, 2000. The decrease in general and
administrative expenses was primarily attributable to a reduction
in professional fees to $99,481 for the three months ended July 31,
2001, compared to $129,209 for the three months ended July 31,
2000. Expenses on salaries and benefits were $198,755 for the
three months ended July 31, 2001, compared to $194,146 for the
three months ended July 31, 2000. We expect that our 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 our operating expenses will decrease if we are not able
to raise sufficient financing to enable us to maintain our
operations and we are forced to reduce our business operations to
reflect our lack of adequate working capital.
During the three months ended July 31, 2001, we experienced
substantial decreases in selling costs. Selling expenses were
$62,466, or 10.8% of total expenses for the three months ended July
31, 2001, compared to $382,583 or 46.0% of total expenses for the
three months ended July 31, 2000. The reduction in selling
expenses reflects our decision to reduce our selling expenses based
on the fact that we did not have sufficient working capital to
finance our plans for the selling and marketing of our Worldbid web
sites and our services while maintaining our web site operations.
We expect selling expenses to increase if we are able to achieve
additional financing as we plan to increase selling and marketing
expenditures to develop and promote our regional and vertical
partner sites, and we plan to implement marketing programs to
promote Worldbid and our subscription fee based services.
Our interest expenses increased to $21,006 for the three months
ended July 31, 2001, compared to $724 for the three months ended
July 31, 2000. The increase interest expense was the result of
loans that have been advanced to enable us to maintain our business
operations.
Net Loss
- --------
We recorded a net loss of $508,759 for the three months ended July
31, 2001, compared to a net loss of $800,506 for the three months
ended July 31, 2000. The reduced loss reflects the marginal
increase in our revenues and the reduction to our selling, general
and administrative expenses during the three months ended July 31,
2001, compared to the three months ended July 31, 2000.
If we are able to achieve the required financing, we anticipate
that our operating expenses will increase as we carry out our
business strategy and plan of operations due to the following
factors:
1. we plan a substantial marketing and sales program over the
next twelve months in order to increase our paid registered
user base and to develop and promote our regional and vertical
partner sites;
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2. we anticipate incurring increased expenses associated with
anticipated increased usage of the Worldbid web sites and
expansion of our business;
3. we anticipate incurring increased expenses associated with
developing programs and software systems required to handle a
larger membership base; and
4. we anticipate incurring additional expenses associated with
completing and managing our plan of operation and expansion
efforts.
If these increased operating expenses do not result in us achieving
increased revenues, then our losses will increase.
LIQUIDITY AND CAPITAL RESOURCES
We had cash on hand of $38,160 as at July 31, 2001, compared to
cash on hand of $45,217 as at April 30, 2001. We had a working
capital deficit of $663,909 as at July 31, 2001, compared to a
working capital deficit of $766,524 at April 30, 2001.
We were dependent on sales of our equity securities and loans from
certain of our shareholders during the three months ended July 31,
2001 to finance our business operations. We realized the following
proceeds from sales of equity securities during the three months
ended July 31, 2001:
A. $400,000 from the sale of 2,000,000 shares and 1,000,000 share
purchase warrants on May 10, 2001; and
B. $120,000 from the sale of 600,000 shares and 300,000 share
purchase warrants on June 8, 2001.
We have also financed our business operations using loans advanced
by Logan Anderson, our chief executive officer and one of our
directors, and Mr. Harold Moll, the owner of more than 5% of our
common stock. The total amount of shareholders loans payable by us
to Mr. Anderson and Mr. Moll was $218,450 as of July 31, 2001,
compared to $223,450 as of April 30, 2001. There is no assurance
that either Mr. Anderson or Mr. Moll will advance further funds to
us in order to finance our business operations.
Our monthly marketing and operating expenses are approximately
$120,000 per month. Our current cash reserves are not sufficient to
enable us to sustain our business operations for a period of more
than one month. Accordingly, we immediately require additional
financing to finance our business operations if we are to continue
as a going concern. We are presently pursuing additional financing
and we anticipate that any additional financing would be through
sales of secured convertible notes and share purchase warrants, as
discussed below, sales of our common stock or through loans from
our shareholders. However, we do not have any commitments in place
for the sale of any of our securities and there is no assurance
that we will be able to raise the additional capital that we
require to continue operations. In the event that we are unable to
raise additional financing on acceptable terms, we plan to scale
back our business operations in order to reduce
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expenditures. Actions that we may take to reduce our expenditures may
include: (i) reducing our marketing and sales efforts; (ii) reducing
staff; (iii) reducing our Web site operations and the level of services
that we provide; (iv) selling assets; (v) disposing of business
units; or (vi) suspending our operations.
Our board of directors has approved an offering of secured
convertible notes and share purchase warrants in order enable us to
raise the funds required for us to sustain our business operations.
The offering will consist of the offering of up to 1,500 units.
Each unit will consist of one $1,000 15% guaranteed convertible note
and 20,000 Series X share purchase warrants (the "Series X Share
Purchase Warrants"). The offering is planned to be completed
pursuant to Regulation S of the Securities Act of 1933. The
convertible notes will be due on September 30, 2004 and will bear
interest at 15% per annum payable annually. The notes will be
guaranteed by Worldbid's wholly-owned subsidiary Worldbid Canada
Corporation (the "Subsidiary") which guarantee will be secured by a
general security agreement charging present and future acquired
assets of the Subsidiary. The notes will be convertible into common
shares of Worldbid, at the option of the holder, on the basis of the
lesser of 50% of the average market price of Worldbid's shares for
the 10 day period preceding conversion or $0.05 per share. Worldbid
may at its option elect to issue common shares in satisfaction of
its interest obligations on the basis of 75% of the average market
price of Worldbid's shares for the 10 day period preceding the
interest payment date. Each Series X Share Purchase Warrant will
entitle the holder to purchase one common share of Worldbid's common
stock on the following basis:
a. $0.05 per share if exercised prior to September 30, 2002;
b. $0.10 per share if exercised after September 30, 2002 and
prior to September 30, 2003; and
c. $0.15 per share if exercised after September 30, 2003 and
prior to September 30, 2004.
Our directors also approved extension of exercise dates and
reduction of exercise prices for all of Worldbid's presently
outstanding share purchase warrants such that the terms of the
outstanding warrants will be the same as the Series X Share
Purchase Warrants. Our directors have also approved a reduction of
the exercise price of all outstanding stock options to an exercise
price of $0.10 per share.
Our board of directors is of the opinion that these measures are
necessary to ensure continued development of Worldbid's business in
the current difficult market situation which has severely hampered
Worldbid's ability to obtain equity financing to meet the ongoing
requirements of its expanding business. Our board of directors is
of the opinion that the consideration for the secured convertible
notes and the share purchase warrants is fair and adequate in view
of the current trading price of our common stock, recent sales of
our common stock by Global Internet Holdings Ltd. and the
reluctance of outside investors to invest in our securities,
despite the best efforts of management to raise financing from
sales of our securities, due to the current depressed market and
due to our inability to achieve strong revenue growth. Global
Internet Holdings Ltd. is a company controlled by
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Mr. Scott Wurtele, our former chief executive officer and a former
director. We have not completed any sales of the proposed convertible
secured notes. We are presently in the process of preparing the
required offering documents to proceed with this offering. There
is no assurance that we will complete any sales of the proposed
convertible secured notes.
We anticipate that we will continue to incur losses for the
foreseeable future, as we expect to incur substantial marketing and
operating expenses in implementing our plan of operations. Our
future financial results are uncertain due to a number of factors,
many of which are outside of our control. These factors include the
risk factors that we identified in our Form 10-KSB Annual Report
filed with the SEC on August 14, 2001. These risk factors include,
but are not limited to:
A. our ability to implement subscription fees for the Worldbid
web sites without significantly reducing the number of users
of the Worldbid web sites, the number of trade leads and the
number of e-mail trade notifications;
B. the success of our strategic alliances and referral agreements
for the marketing of our Worldbid web sites;
C. our ability to raise additional capital necessary to implement
our business strategy and plan of operation;
D. our ability to compete with existing and new business-to-
business electronic commerce web sites; and
E. the success of any marketing and promotional campaign which we
conduct for the Worldbid web sites.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings
-----------------
We and our operating subsidiary, Worldbid Canada Corporation, have
been named as defendants in an action commenced by the Bank of
Montreal in the Supreme Court of British Columbia in June, 2001
against ourselves, Worldbid Canada Corporation and Mr. Howard
Thomson, our treasurer and chief financial officer and one of our
directors. The action relates to funds that the Bank of Montreal
alleges were misappropriated by Ms. Paulette Thomson, the sister of
Howard Thomson, in her capacity as financial service manager of one
of the branches of the Bank of Montreal. The Bank of Montreal has
claimed for the return of any portion of the misappropriated funds
that were received by Howard Thomson and Worldbid based on a claim
of unjust enrichment, or in the alternative, a constructive trust.
Included in the amount claimed is an amount of $26,000 used by
Howard Thomson to purchase shares and share purchase warrants of
Worldbid Corporation on April 17, 2001. We have filed a statement
of defence denying any liability on the basis that no funds were
received by the Company that were misappropriated by Ms. Thomson.
If we did receive any misappropriated funds, these funds were
received from Mr. Howard Thomson in consideration for the issuance
by Worldbid of shares and share purchase warrants without knowledge
of any misappropriation of funds or other improprieties by Ms.
Paulette Thomson. We have denied any unjust enrichment or the
existence of any constructive trust. We have counterclaimed
against the Bank of Montreal on the basis that the claims against
Worldbid are an abuse of process.
Item 2. Changes in Securities
---------------------
We completed the sale of 2,000,000 units on May 10, 2001 at a price
of $0.20 per unit. We have received proceeds of $400,000 from the
sale of these units. Each unit was comprised of one share of our
common stock and one-half of one share purchase warrant. Each whole
share purchase warrant entitles the holder to purchase one share
our common stock at a price of $0.25 per share during the first
year following the closing and at a price of $0.35 per share during
the second year following the closing. A total of 2,000,000 shares
and 1,000,000 share purchase warrants were issued. The purchaser
was a European investor. No commissions or fees were paid in
connection with the offering. The sales were completed pursuant to
Regulation S of the Act.
We completed the sale of 600,000 units on June 8, 2001 at a price
of $0.20 per unit for total proceeds of $120,000. Each unit was
comprised of one share of our common stock and one-half of one
share purchase warrant. Each whole share purchase warrant entitles
the holder to purchase one share our common stock at a price of
$0.25 per share during the first year following the closing and at
a price of $0.35 per share during the second year following the
closing. A total of 600,000 shares and 300,000 share purchase
warrants were issued. The purchasers consisted of two "accredited
investors", as defined by Rule 501 of Regulation D of the Act. No
commissions or fees were paid in connection with the offering. The
sales were completed pursuant to Rule 506 of Regulation D of the
Act.
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Item 3. Defaults upon Senior Securities
-------------------------------
None
Item 4. Submission of Matters to a Vote of Security Holders
---------------------------------------------------
None
Item 5. Other Information
-----------------
Mr. Roy Berelowitz resigned as our president and as one of our
directors on August 17, 2001.
Item 6. Exhibits and Reports on Form 8-K.
---------------------------------
EXHIBITS
None
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REPORTS ON FORM 8-K
On March 9, 2001, we filed a Current Report on Form 8-K to
announce our acquisition of RequestAmerica.com, Inc. On May 9,
2001, we filed an amendment to this Current Report on Form 8-K to
include the audited financial statements of RequestAmerica.com,
Inc.
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SIGNATURES
In accordance with the requirements of the Securities and Exchange
Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorised.
WORLDBID CORPORATION
By: /s/ Logan Anderson
------------------------------------------
Logan Anderson, Chief Executive Officer
Director
Date: September 14, 2001
By: /s/ Howard Thomson
------------------------------------------
Howard Thomson, Chief Financial Officer
Director
Date: September 14, 2001
20