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 January 31, 2002
[ ] 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
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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)
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: 24,155,953 shares of $0.001 par value
common stock outstanding as of March 19, 2002.
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 nine months ended January 31, 2002 are not necessarily
indicative of the results that can be expected for the year ending April 30,
2002.
2
WORLDBID CORPORATION
CONSOLIDATED FINANCIAL STATEMENTS
JANUARY 31, 2002 AND 2001
(Unaudited)
(Stated in U.S. Dollars)
3
WORLDBID CORPORATION
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(Stated in U.S. Dollars)
- -----------------------------------------------------------------------------------------
JANUARY 31 APRIL 30
2002 2001
- -----------------------------------------------------------------------------------------
ASSETS
Current
Cash and cash equivalents $ - $ 45,217
Trade accounts receivable 972 14,668
Receivables, other 27,444 41,378
Prepaid expenses - 21,916
------------ ------------
28,416 123,179
Surety Deposit 10,000 -
Property, Plant And Equipment, less accumulated depreciation 164,733 293,660
Intangible Assets, less accumulated amortization 131,320 207,200
------------ ------------
$ 334,469 $ 624,039
==========================================================================================
LIABILITIES
Current
Notes payable $ 25,000 $ 100,000
Accounts payable and accrued liabilities 695,145 566,253
Shareholder loans 237,209 223,450
------------ ------------
957,354 889,703
------------ ------------
15% Guaranteed Convertible Notes 247,000 -
------------ ------------
STOCKHOLDERS' EQUITY
Common Shares 24,156 21,601
Additional Paid-In Capital 4,549,718 4,082,473
Contributed Surplus 38,200 -
Deficit (5,492,433) (4,334,934)
Accumulated Other Comprehensive Loss 10,474 (34,804)
------------ ------------
(869,885) (265,664)
------------ ------------
$ 334,469 $ 624,039
==========================================================================================
Liquidity And Future Operations (Note 2)
See accompanying notes to the unaudited financial statements
4
WORLDBID CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS AND DEFICIT
(Unaudited)
(Stated in U.S. Dollars)
THREE MONTHS ENDED NINE MONTHS ENDED
JANUARY 31 JANUARY 31
2002 2001 2002 2001
------------ ------------ ------------ ------------
Revenues
Advertising $ 8,685 $ 21,360 $ 16,458 $ 65,815
Membership and partnership fees 53,680 - 210,100 -
------------------------------------------------------
62,365 21,360 226,558 65,815
------------------------------------------------------
Expenses
Selling, general and
administrative expenses (Note 8) 385,764 814,245 1,131,636 2,438,690
Interest expense 12,260 36,575 43,761 76,241
Depreciation and amortization 61,509 24,230 186,660 66,236
Loss on disposal of fixed assets - - 22,000 -
------------------------------------------------------
459,533 875,050 1,384,057 2,581,167
------------------------------------------------------
Net Loss For The Period (397,168) (853,690) (1,157,499) (2,515,352)
Foreign Currency Translation Adjustment 212 - 45,278 -
------------------------------------------------------
Comprehensive Loss (396,956) (853,690) (1,112,221) (2,515,352)
=============================================================================================
Deficit, Beginning Of Period (5,095,265) (2,837,874) (4,334,934) (1,176,212)
Net Loss For The Period (397,168) (853,690) (1,157,499) (2,515,352)
------------------------------------------------------
Deficit, End Of Period $(5,492,433) $(3,691,564) $(5,492,433) $(3,691,564)
=============================================================================================
Net Loss Per Share-Basic And Diluted $ (0.02) $ (0.06) $ (0.05) $ (0.17)
=============================================================================================
Weighted Average Number
Of Common Shares Outstanding 3,405,337 15,220,109 24,040,212 14,391,295
=============================================================================================
See accompanying notes to the unaudited financial statements
5
WORLDBID CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Stated in U.S. Dollars)
NINE MONTHS ENDED
===================
JANUARY 31
2002 2001
------------ ------------
Cash Flows From Operating Activities
Net loss for the period $(1,157,499) $(2,515,352)
Items not involving cash:
Amortization 186,660 66,236
Foreign exchange on subsidiary operations 45,278 11,159
Loss on disposal of fixed assets 22,000 515
Services received in exchange for equity 4,000 100,000
------------ ------------
(899,561) (2,337,442)
Change in non-cash working capital items:
Accounts receivable 13,696 23,336
Receivables, other 13,934 -
Prepaid expenses 11,916 (13,183)
Accounts payable and accrued expenses 128,892 242,250
------------ ------------
(731,123) (2,085,039)
------------ ------------
Cash Flows From Investing Activity
Capital expenditures (12,280) (228,123)
------------ ------------
Cash Flows From Financing Activities
Proceeds from issuance of notes payable 25,000 -
Repayment of notes payable (100,000) 100,000
Proceeds from shareholder loans, net 13,759 803,450
Proceeds from issuance of common stock 512,427 1,381,250
Proceeds from issuance of convertible notes 247,000 -
Share subscriptions - 5,000
------------ ------------
698,186 2,289,700
------------ ------------
Net Increase (Decrease) In Cash And Cash Equivalents (45,217) (23,462)
Cash And Cash Equivalents, Beginning Of Period 45,217 86,911
------------ ------------
Cash And Cash Equivalents, End Of Period $ - $ 63,449
================================================================================
See accompanying notes to the unaudited financial statements
6
WORLDBID CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JANUARY 31, 2002 AND 2001
(Unaudited)
(Stated in U.S. Dollars)
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 January 31,
2002, and for the nine 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
nine months ended January 31, 2002 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 January 31, 2002, the Company has negative working
capital of $928,938. The Company's ability to meet its obligations in the
ordinary course of business is dependent upon its ability to establish
profitable operations and to obtain additional funding through public or private
equity financing, collaborative or other arrangements with corporate sources, or
other sources. Management is seeking to increase revenues through continued
marketing of its services; however, additional funding will be required.
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.
7
WORLDBID CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JANUARY 31, 2002 AND 2001
(Unaudited)
(Stated in U.S. Dollars)
3. SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
THREE MONTHS ENDED NINE MONTHS ENDED
2002 2001 2002 2001
================== ======================
Selling expenses
Salaries and benefits $ 12,188 $ 69,975 $ 47,448 $ 371,128
Commissions 5,239 4,632 26,214 7,185
Marketing expense 5,991 29,533 54,754 707,317
Travel 82,642 135,512 109,654 228,202
Trade meetings - 6,129 - 7,874
------------------ ----------------------
106,060 245,781 238,070 1,321,706
------------------ ----------------------
General and administrative expenses
Salaries and benefits 201,406 129,212 553,385 277,404
Technical support and operations 26,205 69,278 111,578 205,930
Insurance 1,260 10,926 2,007 35,037
Bad debt expense - 4,898 15,018 6,258
Telephone and facsimile 3,386 199 14,463 24,353
Professional services 23,024 228,649 134,817 391,117
Other 24,423 125,302 62,298 176,885
------------------ ----------------------
279,704 568,464 893,566 1,116,984
------------------ ----------------------
Total selling, general and administrative expenses $385,764 $814,245 $1,131,636 $2,438,690
================== ======================
8
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 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
9
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.
Our ability to continue our business operations is subject to our achieving
additional financing. See the discussion below under Liquidity and Financial
Condition. In order to address our shortage of cash and working capital, we
have taken the following measures in order to reduce our operating costs:
1. We have reduced our staffing level to the minimum number required to
continue to support our business operations. We now have a total of eight
employees and consultants.
2. We have reduced travel, marketing and selling expenses in order to focus
our cash reserves on basic business operations.
3. We have given up our operations office in Victoria, British Columbia in
order to reduce our lease expense.
These measures have served to reduce our operating costs and our cash
requirements. However, these measures may also impact on our ability to continue
to achieve additional revenues.
RESULTS OF OPERATIONS
NINE MONTHS ENDED JANUARY 31, 2002 COMPARED TO NINE MONTHS ENDED JANUARY 31,
2001
Revenues
We had revenues of $226,558 for the nine months ended January 31, 2002, compared
to $65,815 for the nine months ended January 31, 2001. Our revenues from sales
of membership subscriptions to our Worldbid web sites for the nine months ended
January 31, 2002 were $210,100, representing 92.7% of our total revenues. We
did not earn any revenue from subscription sales during the nine months ended
January 31, 2001. Our revenues from advertising on e-mail trade notifications
declined to $16,458 for the nine months ended January 31, 2002, compared to
$65,815 for the nine months ended January 31, 2001. 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. See Overview above. 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
10
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 $1,384,057 for the nine months ended January 31,
2002, compared to operating expenses of $2,581,167 for the nine months ended
January 31, 2001. The decrease in our operating expenses of $1,197,110 reflects
our decision to reduce our overall business infrastructure and to scale back our
selling and marketing expenses in the nine months ended January 31, 2002 due to
limited working capital. See Overview above.
Our selling, general and administrative expenses decreased to $1,131,636 for the
nine months ended January 31, 2002, compared to $2,438,690 for the nine months
ended January 31, 2001. The decrease in our selling, general and administrative
expenses in the amount of $1,307,054 was primarily the result of our decision to
scale back our selling and marketing expenses due to 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 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 further reduce our business operations to reflect our lack of adequate
working capital.
During the nine months ended January 31, 2002, we experienced substantial
decreases in selling costs. Our selling expenses were reduced to $238,070 for
the nine months ended January 31, 2002, compared to $1,321,706 for the nine
months ended January 31, 2001. 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 expense was $43,761 for the nine months ended January 31, 2002,
compared to $76,241 for the nine months ended January 31, 2001. The interest
expense was incurred pursuant to loans that have been advanced to enable us to
maintain our business operations.
Net Loss
We recorded a net loss of $1,157,499 for the nine months ended January 31, 2002,
compared to a net loss of $2,515,352 for the nine months ended January 31, 2001.
The reduced loss reflects the marginal increase in our revenues and the
substantial reduction to
11
our selling, general and administrative expenses during the nine months ended
January 31, 2002, compared to the nine months ended January 31, 2001.
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;
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.
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
We had cash on hand of $NIL as at January 31, 2002, compared to cash on hand of
$45,217 as at April 30, 2001. We had a working capital deficit of $929,938 as
at January 31, 2002, 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 nine months ended January 31, 2002 to finance our
business operations. There is no assurance that we will be able to complete
further sales of our equity securities or obtain further loans.
We realized the following proceeds from sales of equity securities during the
nine months ended January 31, 2002:
A. $512,427 from the sale of shares of our common stock; and
B. $247,000 from the sale of our 15% guaranteed convertible notes, as
described below.
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 $237,209 as of
January 31, 2002, compared to $223,450
12
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. We
realized aggregate proceeds of $13,759 from shareholder loans during the nine
months ended January 31, 2002
Our monthly marketing and operating expenses are approximately $35,000 to
$40,000 per month. Our current revenues are approximately $25,000 to $30,000
per month. Accordingly, we are still dependent on additional financing to
maintain our business operations. We will continue to attempt to reduce our
operating costs while maintaining revenues in order to reduce our financing
requirements. We will require additional financing in order to repay our
outstanding liabilities, as reflected in our working capital deficit. Failure
to repay our creditors or make satisfactory arrangements to repay our creditors
may impact our ability to continue operations.
We are presently pursuing additional financing and we anticipate that any
additional financing would be through sales of 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. As we have been unable to raise financing to maintain our prior
level of operations, we have scaled back our business operations. See Overview
above.
During our second quarter ended October 31, 2001, our board of directors
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 consists of the offering of up to 1,500 units. Each
unit consists 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 being made 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 are 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
shares of Worldbid's common stock, 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
13
c. $0.15 per share if exercised after September 30, 2003 and prior to
September 30, 2004.
We completed sales of $265,000 of our 15% guaranteed convertible notes and
Series X Share Purchase Warrants. Of this amount, $136,000 was sold by us
during the three months ended October 31, 2001 and $111,000 was sold by us
during the three months ended January 31, 2002. We have completed sales of an
additional $18,000 of our 15% guaranteed convertible notes and Series X Share
Purchase Warrants subsequent to January 31, 2002. There is no assurance that we
will complete any additional 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 maintain operations,
implement our business strategy and plan of operation and repay our
creditors;
D. our ability to compete with existing and new business-to-business
electronic commerce web sites;
E. the success of any marketing and promotional campaign which we conduct for
the Worldbid web sites.; and
F. our ability to continue to maintain business operations and current
revenues with reduced operating capital.
14
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. This legal proceeding was reporting in our Form 10-QSB for the three
months ended July 31, 2001. There were no material developments in these legal
proceedings during the three months ended January 31, 2002.
We have been threatened with legal action by one of our investors who purchased
our securities during the three months ended July 31, 2001 as a result of our
decision to proceed with our offering of 15% guaranteed convertible notes and
Series X Share Purchase Warrants. The securities purchased were units, each of
which was comprised of one share of our common stock and one-half of one share
purchase warrant, at a price of $0.20 per share. Our board of directors is
considering resolving this threat of litigation by issuing additional shares of
our common stock to all purchasers of our $0.20 unit offering in consideration
of each purchaser executing a release in our favor of any and all claims arising
from their purchase of units.
Item 2. Changes in Securities
We completed the sale of 111 15% guaranteed convertible note and Series X Share
Purchase Warrants units during the three months ended January 31, 2002 for
proceeds of $111,000. We have completed the sale of an additional 18 15%
guaranteed convertible note and Series X Share Purchase Warrants units for total
proceeds of $18,000 subsequent to January 31, 2002. Each unit sold consisted of
one $1,000 15% guaranteed convertible note and 20,000 Series X Share Purchase
Warrants. The units were offered and sold pursuant to Regulation S of the
Securities Act of 1933 to persons who are not "U.S. Persons", as defined in
Regulation S. No commissions or fees were paid in connection with the sales of
units. The convertible notes are due on September 30, 2004 and bear interest at
15% per annum payable annually. The notes are guaranteed by Worldbid's
wholly-owned subsidiary Worldbid Canada Corporation (the "Subsidiary") which
guarantee is secured by a general security agreement charging present and future
acquired assets of the Subsidiary. The notes are 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;
15
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.
Item 3. Defaults upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
No matters were submitted to our security holders for a vote during the fiscal
quarter ending January 31, 2002.
Item 5. Other Information
Mr. David Kennet was appointed as our vice-president of business development on
November 28, 2001.
Item 6. Exhibits and Reports on Form 8-K.
EXHIBITS
The following exhibits are either provided with this Report or are incorporated
herein by reference:
Exhibit 2.1 Agreement and Plan of Merger dated February 2, 2001(3)
Exhibit 2.2 Amendment No. 1 to the Agreement and Plan of Merger dated
February 21, 2001(3)
Exhibit 2.3 Articles of Merger of Worldbid (Acquisition) Corporation with
and into RequestAmerica.com, Inc.(3)
Exhibit 2.4 Agreement of Merger by and between Worldbid (Acquisition)
Corporation and RequestAmerica.com, Inc. (3)
Exhibit 2.5 Certificate of Approval of Agreement of Merger of Worldbid
(Acquisition) Corporation(3)
Exhibit 2.6 Certificate of Approval of Agreement of Merger of
RequestAmerica.com, Inc. (3)
16
Exhibit 2.7 RequestAmerica.com, Inc. 2000 Stock Option/ Stock Issuance
Plan(3)
Exhibit 3.1: Articles of Incorporation(1)
Exhibit 3.2: Certificate of Amendment of Articles of Incorporation(1)
Exhibit 3.3: By-Laws of the Company(1)
Exhibit 3.4: Certificate of Amendment of Articles of Incorporation(2)
Exhibit 4.1: Specimen Stock Certificate(1)
Exhibit 4.2 Form of 15% Guaranteed Convertible Notes(4)
Exhibit 4.3 Form of Series X Share Purchase Warrant(4)
Exhibit 4.4: 2000 Stock Option Plan(2)
(1) Incorporated by reference from our registration statement on Form10-SB12G/A
filed with the Securities and Exchange Commission on November 30, 1999
(File No. 0-26729).
(2) Incorporated by reference from our Form 10-Q Quarterly Report filed with
the Securities and Exchange Commission on December 15, 2000.
(3) Incorporated by reference from Form 8-K Current Report filed with the
Securities and Exchange Commission on March 9, 2000.
(4) Incorporated by reference from our Form 10-Q Quarterly Report filed with
the Securities and Exchange Commission on December 24, 2001.
REPORTS ON FORM 8-K
On December 24, 2001, we filed a Current Report on Form 8-K to announce the
resignation of KPMG LLP Chartered Accountants as our independent auditor and to
announce the engagement of Morgan & Company, Chartered Accountants as our
principal accountants effective December 18, 2001. We filed an amendment to
this Form 8-K Current Report on January 18, 2002.
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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: March 21, 2002
By: /s/ Howard Thomson
___________________________________
Howard Thomson, Chief Financial Officer
Director
Date: March 21, 2002