<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549

                                   FORM 10KSB

[X]     ANNUAL  REPORT  PURSUANT  TO  SECTION  13  OR  15(d)  OF  THE SECURITIES
        EXCHANGE  ACT  OF  1934
        For  the  fiscal  year  ended  December  31,  2001
                                    -------------------

[ ]     TRANSITION  REPORT  PURSUANT  TO  SECTION  13  OR  15(d)  OF  THE
        SECURITIES  EXCHANGE  ACT  OF  1934
        For  the  transition  period  from  _________  to  ____________

Commission  File  No.  000-33331
                       ---------


                                BIDBAY.COM, INC.
                                ----------------
             (Exact name of Registrant as specified in its charter)

     Nevada                                          95-4814876
-------------------------------                      ----------------------
(State or other jurisdiction of                      (I.R.S. Employer
incorporation or organization)                       Identification Number)

7209 Foothill Blvd.
Tujunga, California                                  91042
---------------------------------------              ----------
(Address of principal executive offices)             (Zip Code)

Registrant's telephone number, including area code:  (818) 951-5755
                                                     --------------

Securities  registered  pursuant  to  Section  12(b)  of  the  Act:  NONE

Securities registered pursuant to Section 12 (g) of the Act:  common  shares
par  value  $0.001

Check  whether  the  issuer  (l)  has  filed all reports required to be filed by
Section  13  or 15(d) of the Exchange Act during the past 12 months (or for such
shorter  period  that the registrant was required to file such reports), and (2)
has  been  subject  to such filing requirements for the past 90 days. [X ] Yes [
]  No

Check  if there is no disclosure of delinquent filers in response to Item 405 of
Regulation  S-B  is  not  contained  in  this  form,  and  no disclosure will be
contained,  to  the  best  of  registrant's  knowledge,  in  definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or  any  amendment  to  this  Form  10-KSB.  [   ]

Revenues  for  2001  were  $602,333.

The  aggregate  market value of the voting stock held by non-affiliates computed
by  reference  to  the  last  reported  sale  price  of  such  stock  as  of
n/a  is  $none.  (There  is  no  market  for  the  voting  stock.)

The  number  of  shares of the issuer's Common Stock outstanding as of March 27,
2002  is  51,051,103.

Transitional  Small Business Disclosure Format (check one):  Yes [   ]  No [ X ]


<PAGE>

                                     PART I

Item  1.      Description  of  Business

BACKGROUND

BidBay.com,  Inc.  ("BidBay"  or  the  "Company")  was initially incorporated in
California  in  December, 1999 and was redomiciled in Nevada in March, 2000. The
Company  was founded by George Tannous, its current Chief Executive Officer. Mr.
Tannous  started  trading on web auction sites in October, 1999.  Because of his
background  in  marketing,  advertising,  sales  as well as his general business
know-how,  Mr.  Tannous  believed  he could create an auction website that could
compete  with  existing sites.   He retained the services of various individuals
and  BidBay.com  was  formed.

Today, the company offers users the opportunity to buy and sell products in over
2,800 categories including antiques, automobiles, dolls, collectibles, household
items,  toys,  computers and jewelry. Sellers list items for sale and, depending
on  the  specific  type of auction elected by the seller, hopefully the products
will  be sold to the highest bidder or bidders. Sellers can generally list their
items  for  three  to  ten days. The BidBay.com service, permits sellers to list
items  for  sale, buyers to bid on items of interest and all BidBay.com users to
browse  through  listed  items  in  an  automated  and topically-arranged online
service  that is available 24 hours a day, seven days a week. The winning bidder
or  bidders  are  notified  by  email  by  the  seller  and shipping and payment
arrangements are made. Once money is received by the seller, the item is shipped
to  the winning bidder.  The website provides buyers and sellers a place to rate
each  other,  discuss  topics  of  common  interest  and, ultimately, to conduct
business  in  a  trading  environment.

Upon  visiting the site, a person is invited to register by entering information
and  electing  to become a member.  Once a member, the person is eligible to buy
or  sell  over  our site.  BidBay.com has over 4,600,000 members and  hosts over
100,000  auctions  at  any  given  time.  Since  many  of our auctions are dutch
auctions  which  list  batches  of  identical  items,  we normally have over one
million  items  listed for sale at one time.  BidBay.com has had over 29 million
offers  to  purchase  products,  and  our  members have initiated over 8,400,000
auctions  since  January  15,  2000.  We do not know, however, how many of those
auctions  resulted  in  a  completed  sale  of  goods.

BidBay.com  offers  daily prizes to its visitors as an incentive to register and
view  the  auctions  on the website.    BidBay.com's goal is to make its website
the  most  convenient place to bring buyers and sellers together as they form an
"auction  community".  Each  day  the  Company  lists  over  one dozen "Featured
Auctions"  as  well  as  "Hot  Auctions". Such front page display provides a few
lucky  sellers with the recognition of being highlighted or featured on the main
page  of  a  site  visited  by  potential  buyers.  Members  may  also  create a
personalized  auction  site  using  the  free  service  called "My BidBay". This
streamlines the buyer's opportunity to quickly stay abreast of on-going auctions
in  the  areas  of  his  or  her  interest.


                                       2

<PAGE>

Sellers may also take advantage of our image hosting technology. This allows the
seller  to  include  pictures  of  the  product  or  products  offered for sale.
BidBay.com  believes  that  the image hosting technology adds value to the brand
name.  Photos  increase  the  opportunities for successful auctions to occur.  A
series of help screens as well as a simple site map provides additional guidance
to  assist the internet user. In addition to live technical support available by
telephone  or  email,  BidBay.com  provides  a  message board where the "auction
community"  may  ask and receive auction advise from fellow members.  BidBay.com
also  offers  its  members  free email which can be accessed world-wide from the
member's  internet  browser.

BidBay.com offers an internal charity auction site. This service allows a member
to  dispose  of  certain  possessions  and have the proceeds of the sale benefit
their favorite charity. BidBay.com also provides buyer's the opportunity to shop
locally  or  regionally  for their products. This may be preferable if the buyer
wishes  to avoid the cost of shipping or the related delays. Some buyers who are
new to online auctions may prefer this as it gives him or her the opportunity to
inspect  the  products  in  person  before  expending  any time, effort or money
associated  with  making  payment  arrangements.

The  8,400,000  auctions  and  29,000,000  offers to purchase products represent
transactions  having  commercial  value  to our clients.  These numbers are also
material  measures of our success because they demonstrate a growing transaction
base  having  commercial value which can be transmuted in part to fee income for
BidBay.com.

Additional  material  measures  of our success which are important to us are our
4,600,000  member  base  and  the fact our site receives 1,000,000 hits per day.
Our  members represent web users who  are comfortable with buying and selling on
the  Internet.  Hits  per  day demonstrates the exposure of our site.  These two
factors  combine  to  make our site attractive as an advertising magnet to third
party  advertisers  promising  BidBay.com  advertising  revenues.

OUR  REVENUE  MODEL

Our  auction  website went operational on January 15, 2000.  Our number of
members began at  zero  and has grown steadily since that time.  Our initial
business strategy was  to develop our member base.  To encourage growth we did
not charge any fees to  our  members for either buying or selling.  Since
January 15, 2000, our site has  launched  over 8,400,000 auctions.  At the
present time our site hosts over 100,000 auctions at any given time.  The
average duration of an auction is seven days.  Accordingly,  we average a
start-up of over 14,000 new auctions each day.  Visits  to  our  site  average
over  1,000,000  per  day.

At  the  present  time  our  revenue  model  has three components.  The first is
revenue  from  third  parties  who  advertise in one form or another on our site
and/or  in  emails  generated  by  our  site.

Our  second  component  is  listing  fees.  Beginning  on May 10, 2001, we began
charging  listing  fees for new auctions.  Auctions already existing on that day
as  well  as  auctions


                                       3

<PAGE>

BidBay.com was under contract to  conduct on that day were  grand  fathered and
were not charged fees.  All  grand  fathered  provisions  expire on  August 31,
2001.  After August 31, 2001, through December 31, 2001, revenues from  listing
fees  totaled  approximately $20,000.  Accordingly, the  bulk  of  our  revenue
generated  during  the  fiscal  year  ended  December  31,  2001,  came  from
advertising  revenue.

Our third component is franchise fees from Auctiondiner Cafes.  The Auctiondiner
Caf  will  feature  gourmet  coffee,  submarine  sandwiches,  juices and related
simple menu items.  While dining, customers will have Internet access and plasma
screens  throughout  the diner will display live auctions from our auction site.
We  do  not  anticipate  that  the  Company will own any such diners in the near
future  but  will franchise the concept and collect franchise fees.  The initial
franchise fee charged by the Company is $10,000.  Thereafter the franchisee will
pay  to  the  Company 8% of all gross revenues of the caf .  The first franchise
has been sold and development of the caf  site will commence in the near future.

SUPPORT  OF  OFFICERS  AND  DIRECTORS

BidBay.com has three officers and four directors.  George Tannous, our president
and  CEO and Yvonne Van Hoek, our vice president, work full time.  Wester Cooley
is  a  director  only  but  works  for BidBay.com as needed and averages working
approximately  32  hours  a  week.  He has been known to work over 60 hours in a
given  week  if  needed.  Fredrick  Grossi, our chief financial officer, is self
employed  in  tax preparation and representation.  He works for BidBay.com on an
as needed basis.  At the present time he works approximately six hours per week.
No  member  of  management  believes  they  have  any  conflict of interest that
prevents them from giving BidBay.com the support that it reasonably needs at the
present  time.

MARKET

The  concept  of  the online auction has been in existence on the world-wide-web
for  sometime.  We  have decided to create an auction service that is reasonable
in  price  and  service  oriented.    In  order  to  achieve  our objectives, we
constantly monitor the operations of other auction sites.   We also review input
from  our  members.  Email is often sent to members to survey their satisfaction
with  our  services  and  to  solicit feedback on improvements and services they
would  like  to  see offered by BidBay.com. Members also have the opportunity to
communicate  with other members for feedback on auction techniques. In addition,
BidBay.com  makes  available  to  members  at  no charge, a book describing ways
members  benefit  from  conducting  auction  sales.

We  are  confident  of  our  ability to compete with companies such as eBay.com,
Yahoo  !  and  Amazon.com.  BidBay.com  hopes to become a household name in this
industry.  Although  we  obtain  new  members  by  word of mouth, we continue to
direct  energy  and effort toward bringing in new members on a continuous basis.
This  is  accomplished  by  advertisement  in  various media such as television,
radio,  newspaper  and other print and banners or tiles in other websites, which
contain  links  to  BidBay.com.


                                       4

<PAGE>

It  is  probable  there  is a saturation level for the type of auction format we
offer.  To  our  knowledge,  there is no informed source that has predicted what
that  level  might be.  As reported in the May, 2001, issue of Consumer Reports,
the  e-commerce  trackers  at Forrester Research see online auctions as a growth
industry  and  forecast  total  online-auction  revenues will jump to nearly $20
billion  by  2003.

COMPETITION

WE  INTEND  TO  SUCCEED  IN  AN  INTENSELY  COMPETITIVE  MARKET

The  online  personal  trading  market is a new, rapidly evolving and  intensely
competitive  area.  We  expect  competition  to  intensify  in the future as the
barriers to entry are relatively low, and current and new competitors can launch
new  sites  at a nominal cost using commercially available software. Our primary
competitors  include other online auction sites.  These include most prominently
Amazon.com,  eBay.com,  the  Fairmarket  Auction  Network  (an  auction  network
including  Microsoft's  MSN,  Excite@Home, Dell Computer, ZD Net, Lycos and more
than  100  others),  First  Auction, Surplus Auction, uBid, Yahoo!  In addition,
BidBay.com  faces  competition from specialty retailers and exchanges in each of
its  categories  of  products.
Some  competitors  have  longer  operating  histories, larger customer bases and
greater  brand  recognition  than  we  do.  Some  of these competitors also have
significantly greater financial, marketing, technical and other resources. Other
online  trading  services  may be acquired by, receive investments from or enter
into  other  commercial  relationships  with  larger,  well-established  and
well-financed companies. As a result, some of our competitors with other revenue
sources  may  be  able  to  devote  more  resources to marketing and promotional
campaigns,  adopt more aggressive pricing policies and devote substantially more
resources  to  website  and  systems  development  than  we  are  able  to.

MARKETING

Our future growth will be attributable, to some extent, by word of mouth.  Also,
as  resources  are  available, we will continue to advertise through television,
radio,  newspaper and other print media.  Our auction is also promoted on banner
ads  and  tiles  in  other  websites which contain links to our auction website.

Our principal marketing focus at the present time is through our MLA(TM) program
which  has  recently  been introduced.  MLA(TM) stands for Multi-Level Auctions.
We  have  filed  a provisional patent application for purposes of protecting the
concept  as  it  relates  to  our  industry.

Through MLA(TM), our registered auction users can join a force of associates who
are  compensated  for  using  our  auction  site.  Generally speaking, through a
multi-level marketing arrangement, an associate in the "Gold" associate category
can  also  receive compensation when our auction site is used by others that the
associate  has  introduced to the site.  We believe MLA(TM) has the potential to
increase  the use of our auction site in a


                                       5

<PAGE>

significant manner.  After only a few  weeks  of  operation  under the MLA(TM)
concept, the Company has had 450 MLA(TM) associates  join  the  Company.

EMPLOYEES

As  of December 31, 2001, BidBay.com had 17 employees in addition to management.

Item  2.  Description  of  Property

The  Company  is  renting its headquarters on a month to month basis from George
Tannous  &  Affiliates  Inc., a corporation whose majority shareholder is George
Tannous, a director and the chief executive officer of BidBay.com.  The space is
adequate  at  the  present  time  and for the foreseeable future for housing the
operations  of BidBay.com.  However, if it becomes necessary to relocate or find
additional  office  space, management does not believe that it will be difficult
to  obtain  new  or additional office space suitable to the needs of BidBay.com.
Rent  paid on the present space is $3,180 per month.  The offices are located at
7209  Foothill Blvd., Tujunga, CA  91042.  George Tannous & Affiliates Inc. does
not  own  the  property  but has occupancy rights in the property by virtue of a
lease  that  expires  March  31,  2005.

Item  3.  Legal  Proceedings

During  the  fiscal  year  ended  December  31, 2001, the Company was named in a
lawsuit  by  eBay  Inc.  eBay  claimed trademark infringement by use of the work
"bay"  in  the  name of the Company and for displaying a rainbow colored logo on
its  website  to  give users a sense of similarity between the Company and eBay.
In  February,  2002,  the  Company  settled  the  lawsuit with eBay, wherein the
Company  agreed  to  discontinue the use of the word "BidBay".  The Company also
agreed  to  pay  a  nominal  amount to eBay which does not materially impact the
financial  condition  of  the Company.  Pursuant to the settlement, the board of
directors  has  resolved  to change the name of the Company to Auctiondiner.com,
Inc.  The  name  change cannot be completed until various steps are taken by the
Company  including  obtaining approval from its shareholders.  It is anticipated
the  name  change  will  be  completed  during  April,  2002.

On  June  27,  2001, BidBay.com filed a lawsuit against Donald Dayer in the Los
Angeles Superior Court, 300 east Olive Street, Burbank, CA 91501.  Mr. Dayer was
served  with process in the matter on or about September 10, 2001.  There are no
other  parties  to  the  proceeding.

The  facts  that  form  the basis of the suit include the following allegations:

-     Mr.  Dayer  represented  to BidBay.com that he was able to raise money for
BidBay.com  in  conformity  with  all  laws  regarding  the  sale of securities;
-     That  the  securities  would  be  offered  only  to  people  personally or
professionally  known  to  Dayer;
-     That  Dayer  acted  in  a  manner to convince BidBay.com that Dayer was in


                                       6

<PAGE>

compliance  with all rules and regulations with regard to the sale of securities
and  that  he  was  fully  licensed  to  do  so;
-     That  Dayer  failed  to  inform  BidBay.com  that  Dayer  was not properly
licensed  to  sell  securities;
-     That  Dayer's  actions  have  harmed  BidBay.com;  and
-     That  BidBay.com  is entitled to restitution from Dayer in an amount to be
proven  at  trial.

It  is  uncertain  as  to  the extent of the damage to BidBay.com resulting from
Dayer's  actions.  It is possible that the fact that he was not licensed to sell
securities could result in damage to BidBay.com in the amount of $4,450,000.  It
is  extremely  doubtful BidBay.com will be successful in collecting any monetary
damages  from  Mr.  Dayer.  BidBay.com intends to ask the court to cancel common
shares of BidBay.com held by Mr. Dayer as one way to obtain restitution from Mr.
Dayer.

Item  4.  Submission  of  matters  to  a  Vote  of  Security  Holders

There  was  no  matter  submitted during the fourth quarter of fiscal year ended
December  31,  2001,  to a vote of security holders, through the solicitation of
proxies  or  otherwise.

                                     PART II

Item  5. Market for Registrant's Common Equity and Related Stockholders Matters.

Market  Information

There  is  no  public  trading  market  for  the  common  stock  of BidBay.com.
BidBay.com  intends  on  obtaining  a listing for its stock on the OTC Bulleting
Board.  However,  there  can  be  no  assurance  that  it will be able to do so.

There  are  51,051,103  outstanding  common  shares as of December 31, 2001.  Of
these shares, 50,937,103 can be sold at the present time under the guidelines of
Rule  144  under  the  Securities Act of 1933.  The Company has issued 1,959,077
shares  of  preferred  stock that are convertible into common stock on a one for
one basis.  The Company also has options issued and outstanding for the purchase
of  173,500  shares  of  common  stock.

Since  its inception, no dividends have been paid on BidBay.com 's common stock.
BidBay.com  intends  to  retain any earnings for use in its business activities,
so  it  is  not expected that any dividends on the common stock will be declared
and  paid  in  the  foreseeable  future.

At  December  31,  2001,  there  were  25,702  shareholders  of  record  holding
BidBay.com's common stock.  Of this amount, 25,230 shareholders hold five shares
each  for  a  total  of  126,150  shares,  which they received without charge in
connection  with  a  promotion  of our website.  The remaining 50,924,953 common
shares  are  held  by  the  remaining  472  shareholders.


                                       7

<PAGE>

Recent  Sales  of  Unregistered  Securities

The  Company  has  made  the  following sales of unregistered securities.  It is
possible  that  some  of  the distributions described below were in violation of
applicable  securities laws.  For a discussion of those possible violations, see
section  "Possible  Violation  of  Securities  Laws"  herein.

During  December  1999,  in connection with its organization, the Company issued
50,000,000  shares of its previously authorized, but unissued common stock.  The
shares were issued for services rendered valued at $ 39,000 and for software
valued at $11,000 for a total of $50,000 (or $.001 per share).
The  transaction  was  an  isolated  transaction with three persons having close
affiliations  with  either the Company or with an officer of the Company and was
exempt  from  registration under the Securities Act of 1933 (the "Act") pursuant
to  Section  4(2)  of  the  Act  because of not being part of a public offering.
George  Tannous  and  Donald  Dayer  each  received 10,000,000 of the shares and
George  Tannous  &  Affiliates  received  30,000,000  of  the  shares.

From  February, 2000, through January, 2001, BidBay.com sold 1,788,077 shares of
preferred  stock  to  an  aggregate  of 402 individual investors at the price of
$2.50 per share.  Each investor in the offering was also offered a premium equal
to  10%  of the amount invested which could be received in cash or in BidBay.com
common  shares  at the election of the investor.  178,808 shares of BidBay.com
common  stock were issued as premium shares in connection with the offering at a
price  of $2.50 per share.  In the opinion of management the offering was exempt
from  registration  under  the  Securities  Act  of 1933 pursuant to Rule 506 of
Regulation  D  promulgated  under  the Securities Act of 1933.  The offering was
solicited  by  Mr.  Donald  Dayer  who  acted  as  an independent contractor for
BidBay.com.  He  contacted  potential  investors by telephone.  He had reason to
believe  all  persons  contacted  had  accredited  investor  status.  Management
reasonably  believes  the  offering  was sold to a total of 33 investors as that
number  is  calculated  pursuant to Rule 501(e).  Management reasonably believed
immediately  before the investment by each investor that the investor was either
accredited  or  the  investor  either  alone  or  together  with  a  purchaser
representative  had  knowledge  and experience in financial and business matters
capable  of evaluating the merits and risk of the investment.  In the opinion of
management  there  was  no  general  solicitation or general advertising used in
connection  with the offering.  Offering materials were distributed and a Form D
describing  the  offering  was  filed.

In connection with the private offering discussed in the preceding paragraph, it
came  to  the  attention  of  management  that  BidBay.com had received offering
proceeds totaling $283,174 from 70 investors who did not qualify to be investors
under  the  terms of the offering.  Management decided BidBay.com had to rescind
its  acceptance  of  their  subscription agreements.  In or around August, 2000,
BidBay.com  mailed  a  rescission  offer to these investors offering a return of
their  investment  proceeds.  If  investors  did not accept the rescission, they
could  receive  common stock owned by Mr. George Tannous on a one for one basis.
Mr.  Tannous did not own any preferred stock that could be exchanged.  Since the
preferred  had  been  purchased  for $2.50 per share, the exchange


                                       8

<PAGE>

was valued at 2.50  per  share.  In  the opinion of management the  transaction
was exempt from  registration  pursuant  to  Section  4(2)  of  the  Securities
Act of 1933.  The  investors  were  closely  connected with BidBay.com as prior
shareholders and to  each  other  as  fellow  shareholders.  The  offering  was
unique  and  for  a  special  purpose.  The  size  of  the  offering  was
insubstantial  and  did  not  use the machinery  of  a public distribution. Even
though common stock was exchanged for preferred  stock,  it  was  the  decision
of the investors to do so after having turned  down  a  cash  reimbursement  for
the  preferred  stock  purchase.

During  March  to  December,  2000,  the  Company  issued  102,500 shares of its
previously  authorized,  but  unissued  common stock.  The shares were issued to
employees  of  BidBay.com for services rendered to BidBay.com valued at $512,501
or  $5.00  per  share.  The transaction was an isolated transaction with persons
having  a  close  affiliation  with the Company and was exempt from registration
under  the Securities Act of 1933 pursuant to Section 4(2) of the Act because of
not being part of a public offering.  The offering was for a limited purpose and
did  not  use  the  machinery  of  public  distribution.

During  June  2000,  the  Company  issued  126,150  shares  of  its  previously
authorized,  but  unissued  common stock.  The shares were issued to persons who
had  visited  the  website  of  BidBay.com or had otherwise used the services of
BidBay.com in the past.  The shares were issued in a promotional giveaway at the
rate of 5 shares person or to a total of 25,230 persons.  The shares were valued
at $5.00 per share. In the opinion of management the transaction was not subject
to  the  registration  requirements  under the Securities Act of 1933 because it
did  not  constitute an offer or sale of securities pursuant to Section 5 of the
Act.

During  July  2000,  the  Company  issued 60,000 common shares of its previously
authorized,  but  unissued  common  stock.  The  shares  were issued for cash of
$300,000  or  $5.00  per  share  to  Network  Commerce  dba  Speedy  Click.  The
transaction  was  an  isolated  transaction  with  one company which has a close
business  relationship  with  the Company and was exempt from registration under
the  Securities  Act  of 1933 pursuant to Section 4(2) of the Act because of not
being part of a public offering.  The offering was for a limited purpose and did
not  use  the  machinery  of  public  distribution.

From August  2000,  through January, 2001, the Company issued 97,933 shares of
its previously
authorized,  but  unissued common stock.  The shares were issued by the board of
directors  as a dividend on preferred stock of BidBay.com which had been sold in
the 506 offering commencing in February, 2000, and was outstanding at that time.
The  shares  were  valued  at  $5.00 per share. In the opinion of management the
transaction  was  not subject to the registration requirements of the Securities
Act  of  1933  because  it  did  not  constitute  an offer or sale of securities
pursuant  to  Section  5  of  the  Act.

During  September,  2000,  the  Company  issued  800,000  common  shares  of its
previously  authorized,  but  unissued  common stock.  The shares were valued at
$5.00  per  share  and  were  issued  in  satisfaction of an installment payment
obligation to Network Commerce dba Speedy Click. The transaction was an isolated
transaction  with  one business  which


                                       9

<PAGE>

has  a  close  business  relationship with the Company  and  was  exempt  from
registration  under  the Securities Act of 1933 pursuant  to  Section  4(2)  of
the  Act  because of not being part of a public offering.  The  offering was for
a limited purpose and did not use the machinery of  public  distribution.

During  November,  2000,  the  Company  issued  1,000,000  common  shares of its
previously  authorized,  but  unissued  common stock.  The shares were valued at
$5.00  per  share  and  were  issued  in  satisfaction of an installment payment
obligation to Network Commerce dba Speedy Click. The transaction was an isolated
transaction  with  one  entity  which has a close business relationship with the
Company  and  was exempt from registration under the Securities Act of 1933 (the
"Act") pursuant to Section 4(2) of the Act because of not being part of a public
offering.  The  offering was for a limited purpose and did not use the machinery
of  public  distribution.

During  December,  2000,  the  Company  issued  200,000  preferred shares of its
previously  authorized, but unissued preferred stock.  The shares were valued at
$5.00  per  share  and  were  issued  in  satisfaction of an installment payment
obligation to Network Commerce dba Speedy Click. The transaction was an isolated
transaction with one enitity having a close affiliation with the Company and was
exempt  from  registration under the Securities Act of 1933 (the "Act") pursuant
to  Section 4(2) of the Act because of not being part of a public offering.  The
offering  was  for  a  limited  purpose  and did not use the machinery of public
distribution.

During  the  first  calendar quarter of 2001, the Company issued 8,200 shares of
its previously authorized, but unissued common stock.  The shares were issued to
six  employees  of  BidBay.com  for  services  rendered  to BidBay.com valued at
$82,000  or  $10.00  per share. The transaction was an isolated transaction with
persons  having  a  close  affiliation  with  the  Company  and  was exempt from
registration  under  the  Securities Act of 1933 pursuant to Section 4(2) of the
Act  because  of  not  being  part of a public offering.  The offering was for a
limited  purpose  and  did  not  use  the  machinery  of  public  distribution.

During  the  second calendar quarter of 2001, the Company issued 6,000 shares of
its previously authorized, but unissued common stock.  The shares were issued to
one  person  in exchange for two websites valued at $60,000 or $10.00 per share.
The  transaction  was  an  isolated transaction and was exempt from registration
under  the Securities Act of 1933 pursuant to Section 4(2) of the Act because of
not being part of a public offering.  The offering was for a limited purpose and
did  not  use  the  machinery  of  public  distribution.

During the second calendar quarter of 2001, the Company issued 100,000 shares of
its previously authorized, but unissued common stock.  The shares were issued to
one  person  who  was  a  former  employee  of  the  Company  in settlement of a
contingent  liability valued at $1,000,000 or $10.00 per share.  The transaction
was  an  isolated  transaction with a person having a close affiliation with the
Company  and  was  exempt  from  registration  under  the Securities Act of 1933
pursuant  to  Section  4(2)  of  the  Act  because  of  not  being


                                      10

<PAGE>

part of a public offering.  The  offering was for a limited purpose and did not
use the machinery of  public  distribution.

During  the  fiscal year ended December 31, 2001, the Company issued 23,400
shares of its previously authorized, but unissued common stock.  The shares
were issued to three persons who were holders of preferred shares of the
Company.  The shares were converted  into  common shares pursuant to a
conversion feature of the preferred shares.  The  transactions  were isolated
transactions  with three persons who were already shareholders of the Company
and were exempt from registration under the Securities  Act of 1933 pursuant
to Section 4(2) of the Act because of not being part  of  a  public  offering.

Item  6.  Management's  Discussion  and  Analysis  or  Plan  of  Operation

Results  of  Operations

Calendar  Year  Ended  December  31,  2000

For  the  year  ended  December  31,  2000, we earned revenues of $234,524.  The
revenues  were  primarily  from  banner insertion advertising or email insertion
advertising.  During the same year, we  incurred expenses of $6,435,188.  Of
these expenses, $1,532,230 were non cash items made up of depreciation expense
and allowance for the settlement of litigation.  Since we had little
revenue,  we  incurred  a  net  loss  from  operations  of  $6,200,664  for this
accounting  period.

Due to our shortfall in operating revenue when compared to operating expense, we
obtained operating capital during the year through the sale of Company preferred
stock  in  a  private  offering pursuant to Rule 506 under the Securities Act of
1933.

Calendar  Year  Ended  December  31,  2001

For  the  year  ended  December  31,  2001, we earned revenues of $602,333.  The
revenues  were  primarily  from  banner insertion advertising or email insertion
advertising.  During  the  year  we  initiated  the charging of listing fees for
auctions  posted  to  our  site.  By  year  end,  listing  fee  income  totaled
approximately  $20,000.

During the year we incurred expenses of $6,438,010. Of these expenses,
$4,217,733 were non cash items made up of amortization and depreciation,
impairment loss and allowance for settlement of litigation.  We incurred a net
loss from operations of $5,835,677 for the fiscal year.

We attempted to obtain working capital during the year by registering an initial
public  offering  with the Securities and Exchange Commission.  The offering was
declared  effective  on October 24, 2001.  However, ultimately we were unable to
sell the offering


                                      11

<PAGE>

and the registration statement that was declared effective has been  withdrawn.
We  sustained our operations during the year by borrowing from our  president,
Mr.  Tannous.

Liquidity  and  Capital  Resources

eBay,  Inc.,  the  foremost  auction  site  in  our  industry,  has  achieved
profitability by conducting operations similar to ours.  We believe that we will
become  profitable  as we continue to grow our business.    Presently our member
base  is  20%  the  size  of  eBay's.  Therefore, it is likely that we will need
significant  additional  growth  prior  to  obtaining  profitability  from daily
operations.  To  achieve  the  needed  growth,  we  have  instigated our MLA(TM)
program described herein.  We believe that this growth tool will be instrumental
in  bringing  this  Company  to  profitability.

At  the  present time, we estimate that we need approximately $110,000 per month
to  meet  minimal  cash needs to operate the Company.  To ensure that we have
the capital  necessary  to  operate  during  2002, we negotiated the sale of our
search engine Askgt.com.  Payments from the sale will yield $50,000 per week for
40  weeks.  The purchaser has agreed to commence the weekly payments while the
parties prepare a definitive agreement for the sale.  We believe this revenue
will allow us  to  aggressively grow the Company during 2002 through the MLA(TM)
program to where  we  will have sufficient revenues from operations to sustain
our business operations  by  year  end.  If  this  is  not  the  case, we will
need to obtain additional outside capital to meet the operational needs of the
Company in 2003.

Potential  Future  Liability

From  February, 2000, through January, 2001, BidBay.com sold 1,788,077 shares of
preferred  stock  to  an  aggregate  of 402 individual investors at the price of
$2.50  per  share  and  distributed  178,808  common  shares as a premium on the
preferred  shares sold.    BidBay.com believes that the offering was exempt from
registration  pursuant to Rule 506 promulgated under the Securities Act of 1933.
However,  it  can  be  argued  that  the  offering was conducted in violation of
federal securities laws and that BidBay.com could be subject to allegations that
could result in purchasers seeking to return their shares for cash.  It has also
come  to  the  attention of BidBay.com that Mr. Dayer, who sold the offering, is
not  a  registered  broker  dealer with the securities authorities of any state.
Accordingly,  the  sale  of  the  offering  is a violation by Mr. Dayer of state
broker  dealer  registration laws.  Mr. Dayer solicited investments from persons
on  calling  lists purchased by Mr. Dayer.  This is a potential violation of the
Rule 506 prohibition against a general solicitation.  The offering was initially
sold  to  approximately  70  non-accredited  investors  which is more than 35 as
allowed  by  Rule  506.  When  BidBay.com  learned of this violation, it offered
rescission  to  non-accredited  investors  sufficient  to bring the total number
under  35.

Since  the  inception  of BidBay.com, Mr. George Tannous, its president has sold
common  shares  owned  by  him personally to approximately 250 persons for total
proceeds  of  approximately  $1,150,000.  The  shares  sold  by Mr. Tannous were
restricted  shares  and  not  available  for sale without registration except in
transactions not involving any public


                                      12

<PAGE>

offering.  It  is  possible  that  it could be asserted  that the sale of these
shares  was  part  of  the  offering  described above in  this  section  being
conducted  by  the  BidBay.com  and  subject to the same potential  securities
violations  as  that offeringThe proceeds of these sales were  retained  by  Mr.
Tannous for his personal use.  However, Mr. Tannous also loaned BidBay.com money
to assist with its cash flow needs.  If it is  found that the  shares  of  Mr.
Tannous were sold on  behalf of  BidBay.com, it is  possible that  the  shares
sold  by  Mr.  Tannous could be put  back to  BidBay.com by the purchasers  of
the  those  shares in exchange for a return of their investment.

BidBay.com has issued 97,933 shares of common stock in lieu of cash dividends on
preferred  stock for total dividends of $503,415 or $5.14 per share.  BidBay.com
believes  the  transaction was exempt from registration pursuant to Section 4(2)
of  the  Securities  Act  of  1933.   However,  it can be argued that this was a
public  offering  of  shares  without  exemption  for  the distribution of these
shares.  The  terms  of  the  preferred  stock require that dividends be paid in
cash.  Accordingly,  holders  of the common stock have the right to return these
shares  for  the  amount  which  should  have  been  paid  in  cash.

Based  upon  the best information available to BidBay.com at this time,  we have
calculated  a  range  of  possible,  but  disputed,  exposure  that  exists  for
BidBay.com  in  light  of  the  disputed  civil  liabilities  described  above.
Accordingly,  in  the  event  these disputed civil liabilities were successfully
asserted, BidBay.com could be liable to the shareholders, and to any shareholder
that  immediately  purchases  from these shareholders, in an amount ranging from
approximately  $25,000  up  to  approximately  $6,000,000,  plus  interest.  The
foregoing  range could be adjusted higher or lower depending upon adjustments to
any  of  the  referenced  items, and as any new information becomes available to
BidBay.com.

Item  7.  Financial  Statements



                                      13

<PAGE>




                                BIDBAY.COM, INC.

                          [A Development Stage Company]

                              FINANCIAL STATEMENTS

                                DECEMBER 31, 2001


<PAGE>


                                BIDBAY.COM, INC.

                          [A Development Stage Company]





                                    CONTENTS

                                                                           PAGE
                                                                           ----

-     Independent Auditor's Report                                         F-1


-     Balance Sheet, December 31, 2001                               F-2 - F-3


-     Statements of Operations, for the years ended
        December 31, 2001 and 2000 and from inception
        on December 21, 1999 through December 31, 2001                     F-4


-     Statement of Stockholders' Equity (Deficit), for the period
        from inception on December 21, 1999 through
        December 31, 2001                                            F-5 - F-8


-     Statements of Cash Flows, for the years ended
        December 31, 2001 and 2000 and from inception
        on December 21, 1999 through December 31, 2001              F-9 - F-11


-     Notes to Financial Statements                                F-12 - F-29



<PAGE>







                          INDEPENDENT AUDITOR'S REPORT



Board of Directors
BIDBAY.COM, INC.
Tujunga, California

We  have  audited  the  accompanying  balance  sheet  of  Bidbay.com,  Inc.  [a
development  stage  company] as of December 31, 2001, and the related statements
of operations, stockholders' equity (deficit) and cash flows for the years ended
December  31,  2001  and  2000 and for the period from inception on December 21,
1999  through  December  31,  2001.  These  financial  statements  are  the
responsibility of the Company's management.  Our responsibility is to express an
opinion  on  these  financial  statements  based  on  our  audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those  standards require that we plan and perform the audit to obtain reasonable
assurance  about  whether  the  financial  statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing  the  accounting  principles  used  and  significant estimates made by
management,  as well as evaluating the overall financial statement presentation.
We  believe  that  our  audit  provides  a  reasonable  basis  for  our opinion.

In  our  opinion,  the financial statements referred to above present fairly, in
all  material respects, the financial position of the Company as of December 31,
2001,  and  the results of its operations and its cash flows for the years ended
December  31,  2001  and  2000 and for the period from inception on December 21,
1999 through December 31, 2001, in conformity with generally accepted accounting
principles.

The  accompanying  financial  statements have been prepared assuming the Company
will  continue  as  a  going  concern.  As  discussed in Note 2 to the financial
statements,  the  Company  has  incurred losses since its inception, has current
liabilities  in  excess  of  current  assets  and has not yet been successful in
establishing profitable operations.  These factors raise substantial doubt about
the  ability  of the Company to continue as a going concern.  Management's plans
in  regards  to  these  matters  are  also  described  in Note 2.  The financial
statements  do not include any adjustments that might result from the outcome of
these  uncertainties.



PRITCHETT, SILER & HARDY, P.C.



January 27, 2002

Salt Lake City, Utah


<PAGE>


<TABLE>
<CAPTION>
                                BIDBAY.COM,  INC.

                          [A Development Stage Company]

                                  BALANCE SHEET


                                     ASSETS





                                                             December 31,
                                                                 2001
                                                            _____________
<S>                                                        <C>
CURRENT ASSETS:
  Cash                                                      $    48,464
  Accounts receivable - trade, net of $52,485 allowance           7,376
  Employee receivables                                            3,669
  Promotional inventory                                           2,500
                                                            _____________
    Total Current Assets                                         62,009

PROPERTY AND EQUIPMENT, net                                     413,818

INTANGIBLE ASSETS:
  Registered user names, net                                  1,116,629

OTHER ASSETS:
  Deposits                                                          980
                                                            _____________

                                                            $ 1,593,436
                                                            =============

</TABLE>




                                   [Continued]

                                     - F-2 -

<PAGE>

<TABLE>
<CAPTION>

                                BIDBAY.COM,  INC.

                          [A Development Stage Company]

                            BALANCE SHEET [Continued]

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)



                                                                  December 31,
                                                                       2001
                                                                 _____________
<S>                                                             <C>
CURRENT LIABILITIES:
  Accounts payable                                               $     57,691
  Payable to related parties                                        3,266,637
  Investor deposits                                                    58,000
  Accrued expenses                                                     56,511
  Installment payable                                                  30,987
                                                                 _____________
    Total Current Liabilities                                       3,469,826
                                                                 _____________

STOCK SUBJECT TO POTENTIAL RESCISSION
  10% convertible redeemable Preferred stock,
    $.001 par value, 10,000,000 shares authorized,
    1,759,077 shares issued and outstanding                         4,397,693
                                                                 _____________
STOCKHOLDERS' EQUITY (DEFICIT):
  10% convertible redeemable Preferred stock,
    $.001 par value, 10,000,000 shares authorized,
    200,000 shares issued and outstanding                                 200
  Common stock, $.001 par value, 100,000,000
    shares authorized, 51,051,103 shares issued and
    outstanding                                                        51,051
  Capital in excess of par value                                    5,778,029
  Deficit accumulated during the development stage                (12,103,363)
                                                                 _____________
    Total Stockholders' Equity (Deficit)                           (6,274,083)
                                                                 _____________

                                                                 $  1,593,436
                                                                 =============

</TABLE>


    The accompanying notes are an integral part of this financial statement.


                                     - F-3 -


<PAGE>

<TABLE>
<CAPTION>
                                    BIDBAY.COM,  INC.

                               [A Development Stage Company]

                                 STATEMENTS OF OPERATIONS

                                                       For the               From Inception
                                                      Year Ended             on December 21,
                                                      December  31,           1999 Through
                                             ______________________________   December 31,
                                                 2001             2000           2001
                                             ______________   _____________   ____________
<S>                                         <C>              <C>             <C>

REVENUE                                     $      602,333   $     234,524   $    836,857
                                             ______________   _____________   ____________

EXPENSES:
  Business development                             226,036       1,359,887      1,585,923
  Advertising                                      405,877         985,276      1,391,153
  Promotion                                        159,030       1,004,621      1,163,651
  Payroll expenses                                 740,836         855,795      1,596,631
  Amortization and depreciation                  1,978,771         502,230      2,481,033
  General and administrative                       688,498         697,379      1,424,877
  Impairment loss                                2,203,962               -      2,203,962
  Allowance for settlement of litigation            35,000       1,030,000      1,065,000
                                             ______________   _____________   ____________
    Total Expenses                               6,438,010       6,435,188     12,912,230
                                             ______________   _____________   ____________
LOSS FROM OPERATIONS                            (5,835,677)     (6,200,664)   (12,075,373)
                                             ______________   _____________   ____________

OTHER EXPENSES:
  Interest expense                                 (13,450)        (14,540)       (27,990)
                                             ______________   _____________   ____________

    Total Other Expenses                           (13,450)        (14,540)       (27,990)
                                             ______________   _____________   ____________

LOSS BEFORE TAXES                               (5,849,127)     (6,215,204)   (12,103,363)

CURRENT TAX EXPENSE                                      -               -              -

DEFERRED TAX EXPENSE                                     -               -              -
                                             ______________   _____________   ____________

NET (LOSS)                                  $   (5,849,127)  $  (6,215,204)  $(12,103,363)

DIVIDENDS:
  Dividends declared and intrinsic
   value of the beneficial conversion
   feature of convertible preferred stock
   analogous to a dividend                        (458,800)     (4,815,962)    (5,274,762)
                                             ______________   _____________   ____________

NET (LOSS) AVAILABLE TO
  COMMON STOCKHOLDERS                       $   (6,307,927)  $ (11,031,166)  $(17,378,125)
                                             ==============   =============   ============

BASIC AND DILUTED (LOSS)
PER COMMON SHARE                            $         (.12)  $        (.22)  $       (.34)
                                             ==============   =============   ============

</TABLE>


   The accompanying notes are an integral part of these financial statements.

                                     - F-4 -

<PAGE>

<TABLE>
<CAPTION>
                                                        BIDBAY.COM,  INC.

                                                  [A Development Stage Company]

                                           STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

                                         FROM THE DATE OF INCEPTION ON DECEMBER 21, 1999

                                                    THROUGH DECEMBER 31, 2001

                                                                                                  Deficit
                                                                                                Accumulated
                             Preferred Stock          Common Stock       Capital in  Stock Sub-  During the
                           ____________________  ______________________  Excess of   scription   Develop-
                            Shares     Amount      Shares      Amount    Par Value   Receivable  ment Stage
                           ________  __________  __________  _________  ___________  __________  __________
<S>                        <C>       <C>         <C>         <C>        <C>          <C>         <C>

BALANCE, December 21, 1999        -  $       -            -  $       -  $         -  $        -  $      -

Issuance of 50,000,000
  shares common stock to
  founders for services,
  December 1999, at
  $.001 per share                 -          -   50,000,000     50,000            -           -         -

Net loss for year ended
  December 31, 1999               -          -            -          -            -           -   (39,032)

BALANCE, December 31, 1999        -          -   50,000,000     50,000            -           -   (39,032)

Issuance common stock as
  an incentive to purchase
  preferred stock at $2.50
  per unit of 1 preferred
  share and .1 common share       -          -      173,308        173         (173)          -         -

Payment of preferred stock
  offering costs                  -          -            -          -   (1,019,683)          -         -

Beneficial intrinsic value
  of convertible preferred
  stock recorded as a
  liquidating dividend
  [See Note 11]                   -          -            -          -            -           -         -

Issuance of common stock to
  employees for services,
  March 2000, through
  December 2000, valued at
  $5.00 per share                 -          -      102,500        103      512,398           -         -

Issuance of common stock
  for promotional giveaway,
  June 2000, at $5.00 per
  share                           -          -      126,150        126      630,624           -         -

Issuance of common stock
  for cash, July 2000, at
  $5.00 per share                 -          -       60,000         60      299,940           -         -

Declaration of cash dividends
  on preferred stock, August
  2000, at the rate of $.25
  per outstanding share of
  preferred stock                 -          -            -          -     (483,269)          -         -

</TABLE>


                                   [Continued]

                                     - F-5 -

<PAGE>

<TABLE>
<CAPTION>
                                                     BIDBAY.COM,  INC.

                                              [A Development Stage Company]

                                       STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

                                     FROM THE DATE OF INCEPTION ON DECEMBER 21, 1999

                                                THROUGH DECEMBER 31, 2001

                                                       [CONTINUED]

                                                                                                  Deficit
                                                                                                Accumulated
                             Preferred Stock          Common Stock       Capital in  Stock Sub-  During the
                           ____________________  ______________________  Excess of   scription   Develop-
                            Shares     Amount      Shares      Amount    Par Value   Receivable  ment Stage
                           ________  __________  __________  _________  ___________  __________  __________
<S>                        <C>       <C>         <C>         <C>        <C>          <C>         <C>

Issuance of common stock
  in payment of dividend
  payable on preferred
  stock, August 2000,
  at $5.00 per share              -          -       95,183         95      475,817           -          -

Issuance of preferred and
  common stock as payment
  for registered users,
  valued at $10,000,000
  or $5.00 per share        200,000        200    1,800,000      1,800    9,998,000  (5,554,529)         -

Net loss for the period
  ended December 31,
  2000                                       -            -          -            -           - (6,215,204)
                           ________  __________  __________  _________  ___________  __________  __________

BALANCE, December 31,
  2000                      200,000        200   52,357,141     52,357   10,413,654  (5,554,529)(6,254,236)

January 2001, issuance
  of common stock as an
  incentive to purchase
  preferred stock at
  $2.50 per unit of1
  preferred share and
  1 common share                  -          -        5,500          6           (6)          -          -

Payment of preferred stock
  offering costs                  -          -            -          -      (30,902)          -          -

January 2001, declaration of
  dividends on preferred
  stock, at the rate of $.50
  per new issued share of
  preferred stock                 -          -            -          -      (27,500)          -          -

January 2001, Issuance of
  common stock in payment
  of dividend payable on
  preferred stock, at
  $10.00 per share                -          -        2,750          3       27,497           -          -

January 2001, Issuance of
  common stock to employees
  and consultants for
  services, valued $82,000,
  or $10.00 per share             -          -        8,200          8       81,992           -          -


</TABLE>



                                   [Continued]

                                     - F-6 -


<PAGE>

<TABLE>
<CAPTION>
                                                  BIDBAY.COM,  INC.

                                             [A Development Stage Company]

                                      STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

                                    FROM THE DATE OF INCEPTION ON DECEMBER 21, 1999

                                               THROUGH DECEMBER 31, 2001

                                                      [CONTINUED]

                                                                                                  Deficit
                                                                                                Accumulated
                             Preferred Stock          Common Stock       Capital in  Stock Sub-  During the
                           ____________________  ______________________  Excess of   scription   Develop-
                            Shares     Amount      Shares      Amount    Par Value   Receivable  ment Stage
                           ________  __________  __________  _________  ___________  __________  __________
<S>                        <C>       <C>         <C>         <C>        <C>          <C>         <C>

January 2001, cancellation
  of common stock to
  employees and consultants
  for services, valued
  $502,000, or $5.44 per
  share                           -          -      (92,200)       (92)    (501,908)          -          -

February 2001, purchase of
  two websites valued at
  $60,000, or $10 per share       -          -        6,000          6       59,994           -          -

January to March 2001,
  receipt of registered
  users as payment for
  stock previously issued         -          -            -          -            -     250,000          -

May 2001, Issuance of
  common stock in
  settlement of lawsuit
  valued at $1,000,000,
  or $10.00 per share             -          -      100,000        100      999,900           -          -

June 2001,conversion of
  preferred stock subject
  to recession into common
  stock                           -          -        8,000          8       19,992           -          -

September 2001,conversion
  of preferred stock subject
  to recession into common
  stock                           -          -        8,000          8       19,992           -          -

December 2001, conversion
  of preferred stock subject
  to recession into common
  stock                           -          -        7,400          7       18,493           -          -

Beneficial intrinsic value
  of Convertible preferred
  stock Recorded as a
  liquidating Dividend            -          -            -          -            -           -          -

September 2001, cancellation
  of common stock issued as
  an incentive and dividend
  on preferred stock subject
  to rescission.                  -          -       (1,741)        (2)      (1,798)          -          -

</TABLE>



                                   [Continued]

                                     - F-7 -

<PAGE>

<TABLE>
<CAPTION>
                                                   BIDBAY.COM,  INC.

                                             [A Development Stage Company]

                                      STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

                                    FROM THE DATE OF INCEPTION ON DECEMBER 21, 1999

                                               THROUGH DECEMBER 31, 2001

                                                      [CONTINUED]

                                                                                                  Deficit
                                                                                                Accumulated
                             Preferred Stock          Common Stock       Capital in  Stock Sub-  During the
                           ____________________  ______________________  Excess of   scription   Develop-
                            Shares     Amount      Shares      Amount    Par Value   Receivable  ment Stage
                           ________  __________  __________  _________  ___________  __________  __________
<S>                        <C>       <C>         <C>         <C>        <C>          <C>         <C>

September 2001,
  cancellation of dividends
  on preferred stock, at
  the rate of $.50 per
  newly cancelled share of
  preferred stock subject
  to rescission.                  -          -            -          -       1,800          -           -

November 2001, common
  stock canceled for
  non-performance and
  non-consideration of
  agreement for registered
  users with Speedy Click.        -          -   (1,358,847)    (1,359) (5,303,170)  5,304,529          -

December 2001, issuance
  of common stock as an
  incentive to purchase
  preferred stock at $2.50
  per unit of 1 preferred
  share and 1 common share        -          -          600          1          (1)         -           -

December 2001, declaration
  of dividends on preferred
  stock, at the rate of $.50
  per new issued share of
  preferred stock                 -          -            -          -      (3,000)         -           -

December 2001, Issuance of
  common stock in payment
  of dividend payable on
  preferred stock, at
  $10.00 per share                -          -          300      3,000           -          -           -

Beneficial intrinsic value
  of convertible preferred
  stock recorded as a
  liquidating dividend
  [See Note 11]                   -          -            -          -           -          -           -

Net loss for the year ended
  December 31, 2001               -          -            -          -           -          -   (5,849,127)
                           ________  __________  __________  _________  __________  __________  ___________

BALANCE, December 31,
  2001                      200,000  $     200   51,051,103  $  51,051 $ 5,778,029 $        - $(12,103.363)
                           ========  ==========  ==========  =========  ==========  ========== ============

</TABLE>





    The accompanying notes are an integral part of this financial statement.

                                     - F-8 -


<PAGE>

<TABLE>
<CAPTION>
                                       BIDBAY.COM,  INC.

                                 [A Development Stage Company]

                                   STATEMENTS OF CASH FLOWS



                                                            For the              From Inception
                                                           Year Ended            on December 21,
                                                           December 31,           1999 Through
                                                   __________________________     December 31,
                                                      2001            2000            2001
                                                  _____________   ____________    ____________
<S>                                              <C>             <C>             <C>
Cash Flows from Operating Activities:
  Net loss                                       $  (5,849,127)  $  (6,215,204)  $(12,103,363)
  Adjustments to reconcile net loss to
   net cash used by operating activities:
    Depreciation and amortization                    1,978,771         502,230      2,481,033
    Non-cash expense                                  (420,000)      1,143,250        762,250
    Non-cash revenue                                  (422,500)       (100,000)      (522,500)
    Allowance for settlement of litigation              35,000       1,030,000      1,065,000
    Bad debt expense                                   171,308               -        171,308
    Impairment loss                                  2,203,962               -      2,203,962
    Changes in assets and liabilities:
      (Increase) in employee receivables                 3,576          (7,245)        (3,669)
      (Increase) in receivables                         (7,376)              -         (7,376)
      (Increase) in promotional inventory                    -         (20,709)       (20,709)
      (Increase) in related-party receivable            (3,956)       (167,352)      (171,308)
      (Increase) in other current assets                  (905)         (2,075)        (2,980)
      Increase in accounts payable                     (38,145)         95,836         57,691
      Increase in payable to related party           2,819,695         394,475      3,214,170
      Increase in shareholder deposits                 (13,800)        137,800        124,000
      Increase in accrued expenses                    (169,304)        190,815         21,511
      (Decrease) in contingency payable                (30,000)              -        (30,000)
      Increase in deferred revenue                           -         122,500        122,500

      Net Cash (Used) by Operating Activities          257,199      (2,895,679)    (2,638,480)
                                                  _____________   ____________    ____________

Cash Flows from Investing Activities:
    Purchase of equipment                             (186,552)       (184,882)      (371,434)
    Purchase of leasehold improvements                  (9,346)        (37,592)       (46,938)
    Purchase of website development                    (22,599)         (8,000)       (30,599)
    Payments on installment payable                   (150,000)       (419,013)      (569,013)
                                                  _____________   ____________    ____________
      Net Cash (Used) by
        Investing Activities                          (368,497)       (649,487)    (1,017,984)
                                                  _____________   ____________    ____________

Cash Flows from Financing Activities:
  Principal payments on notes payable                   (2,083)           (241)        (2,324)
  Proceeds from preferred stock offering               132,500       4,332,693      4,465,193
  Proceeds from common stock issuance                        -         300,000        300,000
  Dividends paid in cash                                     -          (7,356)        (7,356)
  Payment of stock offering costs                      (30,902)     (1,019,683)    (1,050,585)
                                                  _____________   ____________    ____________
    Net Cash Provided by Financing Activities           99,515       3,605,413      3,704,928
                                                  _____________   ____________    ____________

Net Increase (Decrease) in Cash                        (11,783)         60,247         48,464

Cash at Beginning of Period                             60,247               -              -
                                                  _____________   ____________    ____________

Cash at End of Period                            $      48,464   $      60,247   $     48,464
                                                  _____________   ____________    ____________

</TABLE>


                                   [Continued]

                                     - F-9 -

<PAGE>

<TABLE>
<CAPTION>
                                      BIDBAY.COM,  INC.

                               [A Development Stage Company]

                                 STATEMENTS OF CASH FLOWS

                                       [Continued]


                                                            For the              From Inception
                                                           Year Ended            on December 21,
                                                           December 31,           1999 Through
                                                   __________________________     December 31,
                                                      2001            2000            2001
                                                  _____________   ____________    ____________
<S>                                              <C>             <C>             <C>

Supplemental Disclosures of Cash Flow Information:
  Cash paid during the year and from
  inception for:
    Interest                                     $       2,560   $       1,549   $      4,109
    Income taxes                                 $           -   $           -   $          -

</TABLE>



Supplemental  Schedule  of  Non-Cash  Investing  and  Financing  Activities:
     For  the  year  ended  December  31,  2001:
The  Company  issued  5,500  shares of common stock as an incentive to investors
related  to  the  Company's  private  placement  of  preferred  stock.

The  Company  declared  a  dividend on new preferred stock at a rate of $.25 per
share  or  $27,500.

The  Company  issued  2,750  shares of common stock in lieu of cash dividends on
preferred  stock  valued  at  $27,500  or  $10.00  per  share.

The Company authorized 8,200 shares of common stock to employees and consultants
for  incentives  valued  at  $82,000, or $10.00 per share. The Company cancelled
92,200  shares of common stock related to employees and consultants $501,000, or
$5.44  per  share.

The  Company  issued  6,000  shares  of  common stock for the acquisition of two
websites.  The  value  of
the  common  stock  was  $60,000  or  $10.00  per  share.

The  Company  issued  100,000  shares  of  common  stock for the settlement of a
contingent  liability  with  a  former  employee  in the amount of $1,000,000 or
$10.00  per  share.

The  Company had three preferred shareholders exercise the conversion feature of
23,400  shares of preferred stock valued at $58,500 into 23,400 shares of common
stock.

The  Company cancelled 200 shares of incentive common stock related to preferred
stock  proceeds  refunded to the investor. The Company also cancelled 100 shares
of  dividend common stock issued at $5.00 per share, or $500 related to the same
investor. The Company cancelled 1,541 shares of common stock related incentives,
dividends,  and  reclassification  of  non-accredited  investors.

The  Company  issued  900  shares  of  common stock as an incentive to investors
related  to  the  Company's  private  placement  of  preferred  stock.

The  Company  recorded  an  impairment  loss to its registered users list in the
amount  of  $2,203,962.

The  Company  cancelled  1,358,847 shares of common stock due to non-performance
and  non-consideration  related  to  agreements for delivery of registered users
with  SpeedyClick.  Speedyclick  has delivered approximately 5,695,471 out of an
agreed  11,000,000 registered users. Speedyclick is apparently unable to deliver
the  balance  of  the  registered  users. The Company established a subscription
receivable  for  the difference in registered users to be delivered, and between
stock  issued,  cash  paid,  and  credits  applied.  The  Company  cancelled the
1,358,847 shares of common stock and cancelled the balance of stock subscription
receivable.

                                   [Continued]

                                     - F-10 -

<PAGE>

                                BIDBAY.COM, INC.

                          [A Development Stage Company]

                            STATEMENTS OF CASH FLOWS

                                   [Continued]

Supplemental  Schedule  of  Non-Cash  Investing  and  Financing  Activities:
(continued)

     For  the  year  ended  December  31,  2001:
The  Company  received  250,000  registered  users valued at $250,000 as partial
payment  of  stock  subscription  receivable.

The  president  of  the Company agreed to offset the amount the Company owed him
with  $45,045  of promotional inventory and to accept $24,512 of lease liability
for  a  net  reduction  of  $20,533  to  his  liability.

     For  the  year  ended  December  31,  2000:
The  Company  issued  102,500  shares  of common stock to employees for services
valued  at  $512,500  or  $5.00  per  share.

The  Company  issued  126,150  shares  of common stock for promotional giveaways
valued  at  $630,750  or  $5.00  per  share.

The Company declared a dividend on preferred stock at the rate of $.25 per share
or  $483,269  [See  Note  11].

The  Company  issued  95,183 shares of common stock in lieu of cash dividends on
preferred  stock  valued  at  $475,912  or  $5.00  per  share.

In  May  2000,  the Company purchased a boat for promotional inventory, from the
president  of the Company by assuming a notes payable with a balance of $26,835.

The  Company  entered into an agreement with Speedy Click to purchase 11,000,000
registered  users  valued  at  $1.00  each  for  a  total  of  $11,000,000.  The
$11,000,000  was payable with $1,000,000 cash, 200,000 shares of preferred stock
and  1,800,000  shares  of  common  stock  valued  at  $5.00 each for a total of
$11,000,000.  A  subscription  receivable  has  been set up for 5,554,529 of the
registered  users  ($5,554,529)  because  only  5,445,471  of  the  11,000,000
registered  users  have been received as of December 31, 2000. In November 2000,
the  Company  entered  into  a  separate  agreement with Speedy Click to promote
Speedy  Click  in  the  Company's weekly email promotion.  The agreement was for
eight months beginning November 2000 through June 2001, at $50,000 per month for
a  total  of $400,0000.  The Company negotiated to have payments due the Company
credited  against  the liability due Speedy Click.  As of December 31, 2000, the
Company  was  credited $100,000 against the liability due Speedy Click [See Note
8].





   The accompanying notes are an integral part of these financial statements.

                                     - F-11 -


<PAGE>
                                BIDBAY.COM, INC.

                          [A Development Stage Company]

                          NOTES TO FINANCIAL STATEMENTS

NOTE  1  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

Organization  -  The Company was organized as Bidbay.com, Inc. under the laws of
the  State  of  California  on  December 21, 1999. On March 3, 2000, the Company
effected  a change of domicile to Nevada. The Company is considered to be in the
development  stage  as  defined  in  SFAS  No. 7. The Company is engaging in the
business  of  developing and marketing an internet auction site.  The Company is
marketing  regional  stores  which  would  focus  on  auction  activity within a
specific  region.  The  Company may also pursue other internet related business.

Proposed  Public  Stock  Offering  - The Company was making a public offering of
6,000,000  shares  of  its  previously  authorized but unissued common stock and
234,000  issued  and  outstanding shares owned by officers, directors, employees
and  a  consultant  of  the  Company.  This  offering  was  registered  with the
Securities  and  Exchange  Commission on Form SB-2. An offering price of $10 per
share had been arbitrarily determined by the Company. Subsequent to December 31,
2001,  the  Company  withdrew  it  registration  statement.  [See  Note  18].

Use  of  Estimates - The preparation of unaudited condensed financial statements
in  conformity with generally accepted accounting principles requires management
to make estimates and assumptions that affect the reported amounts of assets and
liabilities  and  disclosure of contingent assets and liabilities at the date of
the  unaudited  condensed  financial  statements  and  the reported revenues and
expenses  during  the  reporting period.  Actual results could differ from those
estimates.

Property  and  Equipment  -  Property  and  equipment  are  stated  at  cost.
Expenditures  for major renewals and betterments that extend the useful lives of
property  and  equipment  are  capitalized,  upon  being  placed  in  service.
Expenditures  for  maintenance  and  repairs are charged to expense as incurred.
Depreciation  is  computed  for  financial statement purposes on a straight-line
basis  over  the estimated useful lives of the assets, which ranges from five to
seven  years.

Intangible  Assets  -  Registered  user names database resulting from agreements
negotiated  by  management  are  recorded  at fair value of cash and total stock
issued.  Registered  user  names  database  is  amortized  over  36  months on a
straight-line  basis which represents the estimated period of benefit. According
to  the  provisions  of SFAS No. 123, the Company recorded an impairment loss of
$2,203,962  during  the  year  ended  December  31,  2001.  [See  Note  5]

Income  Taxes  -  The  Company  accounts  for  income  taxes  in accordance with
Statement  of  Financial  Accounting  Standards  No. 109, "Accounting for Income
Taxes."  This  statement requires an asset and liability approach for accounting
for  income  taxes.
[See  Note  15]

Dividend Policy - The Company has not paid any dividends on common stock to date
and  does  not  anticipate  paying  dividends on common stock in the foreseeable
future.  The  Company  has  declared  and paid dividends on preferred stock [See
Note  11].

Promotional  Inventory  - The Company maintains an inventory to be given away as
prizes and awards for promotional activities. The Company carries these items at
the  lower  of  cost  or  market.


                                     - F-12 -

<PAGE>
                                BIDBAY.COM, INC.

                          [A Development Stage Company]

                          NOTES TO FINANCIAL STATEMENTS

NOTE  1  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  [Continued]

Revenue  Recognition  -  Online  transaction revenues are derived primarily from
placement  of  "banners"  on  the  Company's  website.  The Company also derives
revenue  from insertion of advertisers banners in the Company's weekly emails to
its registered users.  Revenue is recognized in the periods when the advertising
occurs.

The Company charges users fees for auction listing on the Company's website. The
user  may  enhance their listing through category placements, fonts, and similar
graphics  for additional costs. Revenue is recognized at the time the auction is
listed  on  the  Company's  website.

Earnings  (Loss)  Per  Share  -  The  Company accounts for earnings per share in
accordance  with  Statement  of  Financial  Accounting  Standards (SFAS) No. 128
"Earnings  Per  Share",  which  requires  the  Company to present basic earnings
(loss)  per  share  and  dilutive  earnings  (loss) per share when the effect is
dilutive.  [See  Note  16]

Cash  and  Cash  Equivalents  - For purposes of the statement of cash flows, the
Company  considers  all highly liquid debt investments purchased with a maturity
of  three  months  or  less  to  be  cash  equivalents.

Advertising  - The Company recognizes advertising expense in accordance with SOP
93-7  "Reporting on Advertising Costs."  As such, the Company expenses the costs
of producing advertisements at the time production occurs, and expenses the cost
of  communicating  advertising  in  the period in which the advertising space is
used.  For the years ended December 31, 2001 and 2000 advertising costs amounted
to  $159,030  and  $1,004,621,  respectively.

Website Costs - The Company has adopted the provisions of EITF 00-2, "Accounting
for  Web  Site  Development  Costs."  Costs  incurred in the planning stage of a
website  are  expensed  as  research and development while costs incurred in the
development  stage  are  capitalized  and  amortized over the life of the asset.
During  the years ended December 31, 2001 and 2000, the Company expensed $29,856
and $0, respectively as research and development cost related to the planning of
additional  software modules. The Company also capitalized an additional $22,599
of  websites,  software,  and  website  development  costs during the year ended
December  31,  2001.  The  Company  also acquired two websites valued at $60,000
through  issuance  of  6,000  shares of common stock valued at $10.00 per share.

Stock Based Compensation - The Company accounts for its stock based compensation
in  accordance  with Statement of Financial Accounting Standard 123  "Accounting
for  Stock-Based  Compensation". This statement establishes an accounting method
based  on  the  fair  value  of  equity  instruments  awarded  to  employees  as
compensation.  However,  companies  are  permitted to continue applying previous
accounting  standards  in the determination of net income with disclosure in the
notes to the financial statements of the differences between previous accounting
measurements  and  those  formulated by the new accounting standard. The Company
has  adopted  the  disclosure  only provisions of SFAS No. 123, accordingly, the
Company has elected to determine net income using previous accounting standards.
Stock  issued to non-employees is valued based on the fair value of the services
received  or  the  fair  value  of  the  stock  given  up.


                                     - F-13 -

<PAGE>
                                BIDBAY.COM, INC.

                          [A Development Stage Company]

                          NOTES TO FINANCIAL STATEMENTS

NOTE  1  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  [Continued]

Internet  Advertising - EITF No. 99-17 was recently issued. The Company's policy
is  to  recognize  revenue  and expense at fair value from an advertising barter
transaction  only  if  the  fair  value  of  the  advertising surrendered in the
transaction  is  determinable  based  on  the  Company's  historical practice of
receiving  cash,  marketable  securities, or other consideration that is readily
convertible  to  a  known  amount  of  cash  for similar advertising from buyers
unrelated  to  the  Company. If the fair value of the advertising surrendered in
the  barter  transaction is not determinable, the barter transaction is recorded
based  on the carrying amount of the advertising surrendered, which is likely to
be  zero.

Recently  Enacted  Accounting  Standards  -  Statement  of  Financial Accounting
Standards ("SFAS") No. 141, "Business Combinations", SFAS No. 142, "Goodwill and
Other  Intangible  Assets",  SFAS  No.  143,  "Accounting  for  Asset Retirement
Obligations",  and  SFAS  No. 144, "Accounting for the Impairment or Disposal of
Long-Lived  Assets",  were recently issued.  SFAS No. 141, 142, 143 and 144 have
no  current  applicability  to  the  Company  or  their  effect on the financial
statements  would  not  have  been  significant.

NOTE  2  -  GOING  CONCERN

The  accompanying unaudited condensed financial statements have been prepared in
conformity  with  generally  accepted  accounting  principles, which contemplate
continuation  of  the  Company  as  a  going  concern.  However, the Company has
incurred  losses  since  its  inception,  and  has  not  yet achieved profitable
operations.  Further,  the  Company has current liabilities in excess of current
assets.  These  factors raise substantial doubt about the ability of the Company
to  continue  as  a  going concern.  In this regard, management is continuing to
promote  and  improve  its  website  and  believes  it can increase its revenues
through  operations.  Management  further  proposes  to  raise  any  necessary
additional  funds  not  provided  by  operations  through  loans  and/or through
additional  sales  of  its  common stock. There is no assurance that the Company
will  be  successful  in  raising  additional capital or in achieving profitable
operations.  The  financial statements do not include any adjustments that might
result  from  the  outcome  of  these  uncertainties.

NOTE  3  -  PROMOTIONAL  INVENTORY

The  Company  holds  contests  and  giveaways  for registered users of its site.
Promotional  inventory has been acquired for the purpose of providing prizes and
awards to winners of these contests and giveaways. The following is a summary of
balances  at:

                                         December  31,
                                 ___________________________

                                     2001            2000
                                 __________       __________

     Promotional  inventory     $     2,500      $    47,545
                                 __________       __________

                                $     2,500      $    47,545
                                 ==========       ==========


At  December  31,  2001  management  estimated  that  a  reserve  for  inventory
obsolescence  was  not  necessary.  Subsequent to December 31, 2001, the Company
sold  promotional  inventory  to  an  officer  of  the  Company for $2,500 cash.


                                     - F-14 -

<PAGE>

                                BIDBAY.COM, INC.

                          [A Development Stage Company]

                          NOTES TO FINANCIAL STATEMENTS

NOTE  4  -  PROPERTY  AND  EQUIPMENT

The following is a summary of property and equipment - at cost, less accumulated
depreciation  as  of  December  31,:

                                               2001              2000
                                          _____________     _____________

     Office and computer equipment        $     371,434     $     184,882
     Leasehold improvements                      46,938            37,592
     Website, software, and website
       development                              101,599            19,000
                                          _____________     _____________

                                                519,971           241,474
     Less:  accumulated  depreciation          (106,153)          (24,859)
                                          _____________     _____________
                                          $     413,818     $     216,615
                                          =============     =============

Depreciation  expense for the years ended December 31, 2001 and 2000 amounted to
$81,294  and  $24,827  respectively.

NOTE  5  -  INTANGIBLE  ASSETS

Intangible  assets  consist  of an electronic database of registered users which
has  been  purchased.  The  Company  entered into various agreements with Speedy
Click  [AKA Network Commerce, Inc.] to purchase a total of 11,000,000 registered
users  at  the  rate  of  $1.00 each for a total of $11,000,000. The Company has
capitalized  the  costs  associated with purchasing the registered users and has
estimated  their  useful  life to be 36 months.  As of December 31, 2001, Speedy
Click  has  delivered  an  estimated  5,695,471  registered  users.

During  the year ended December 31, 2001 the Company recorded an impairment loss
of $2,203,962 according to the provisions of SFAS No. 121. The Company estimates
that  as of December 31, 2001, 1,675,112 registered users are actively receiving
email  newsletters  from  the  Company. The Company is carrying these registered
users, less accumulated amortization of $558,483 associated with these users, at
December  31,  2001.  The  following schedule details the carrying value at each
year  end.


                                                     December  31,
                                            ________________________________
                                                  2001             2000
                                            _______________   ______________
     Registered  users                      $   5,695,471     $   5,445,471
     Less: accumulated amortization            (2,374,880)         (477,403)
     Impairment loss                           (2,203,962)                -
                                            _______________  ______________
                                            $   1,116,629     $   4,968,068
                                            ===============  ==============

Amortization  expense for the years ended December 31, 2001 and 2000 amounted to
$1,897,477  and  $477,403,  respectively.


                                     - F-15 -

<PAGE>

                                BIDBAY.COM, INC.

                          [A Development Stage Company]

                          NOTES TO FINANCIAL STATEMENTS

NOTE  6  -  RECEIVABLE  /  PAYABLE  -  RELATED  PARTIES

Payable  to related parties - An officer/director/significant shareholder of the
Company  and an entity related to him, has made various advances to and from the
Company.  At  December  31,  2001 the net amount advanced from the related party
and the other related entity was $2,637,157. The balance is non-interest bearing
and  payable  on demand. The Company also accrued $80,000 in unpaid compensation
to  the  officer.  [See  Note  13]

During  the  year ended December 31, 2001, the Company received advance payments
of  $550,480  from two companies related through common control. The Company had
entered  into  agreements  with  each  company,  BidbayEurope.com  and
BidbayAustralia.com,  for  consulting services to be provided by the Company for
business  and  Website  development  for  each  company. The agreements were for
$1,000,000 of services, for each company over an unspecified period, for a total
of  $2,000,000.  [See  Note  13].  The  Company paid $1,000 of the related party
company  expenses,  leaving  a  balance  of  $549,480.

The  total  of  the  above  payables to related parties at December 31, 2001 was
$3,266,637.

Related-party  receivable  - The Company entered into two agreements with Donald
Dayer,  a  significant shareholder, relating to the development of the Company's
business  and  the private placement of preferred stock.  The shareholder was to
receive a commission equal to 25% of funds raised through a Regulation D private
placement.  The  shareholder  is  also to receive 29% from every dollar that was
generated  into  the  Company,  whether  it be in the form of revenue or capital
investment  up  to a maximum of $1,500,000. [See Note 13]. At December 31, 2001,
Mr. Dayer had earned $1,046,669 in commissions and $1,214,136 under the business
development agreement.  At December 31, 2001, Mr. Dayer had received $171,308 in
excess  of  the  amount  owed  him. During the year ended December 31, 2001, the
Company  wrote  off  the balance due from Mr. Dayer as bad debt expense. In June
2001,  the  Company  began  legal  action  against  Mr.  Dayer  [See  Note  14].

NOTE  7  -  NOTES  PAYABLE

During  May  2000,  the  Company  had agreed to assume a note payable for a boat
previously  held  by  an  officer  of  the  Company.  The boat was recorded as a
promotional  inventory  item  and remained on the books until December 31, 2001.
The  note  payable was originally taken out in September 1997 with approximately
$29,500  being  financed,  an imputed interest rate of 10%, and payments of $317
due monthly for 180 months. The Company assumed the payments on the note payable
in May 2000.  The Company made payments through December 2001, at which time the
president  of  the  Company  assumed  the  loan balance of $24,512 as part of an
agreement  to  offset  the  amount owed to him with promotional inventory items.

NOTE  8  -  INSTALLMENT  PAYABLE

The  Company  entered  into  several  agreements  with Speedy Click (aka Network
Commerce,  Inc.),  wherein Speedy Click was to provide a total of eleven million
registered  users  at  $1.00  each  for  a  total purchase price of $11,000,000.
Payment  was  to  be  paid  in  the  form  of $1,000,000 cash, 200,000 shares of
preferred  stock  with  an  agreed  upon  value of $5.00 per share and 1,800,000
shares  of  common stock valued at $5.00 per share. The terms were later amended
to  include  a  bonus  of 4,000,000 registered users and credits of $400,000 for
advertising  featuring Speedy Click in the Company's weekly email advertisement.


                                     - F-16 -

<PAGE>

                                BIDBAY.COM, INC.

                          [A Development Stage Company]

                          NOTES TO FINANCIAL STATEMENTS

NOTE  8  -  INSTALLMENT  PAYABLE  (Continued)

As  of  December 31, 2001, the Company paid $1,000,000 of this liability through
issuance  of 200,000 shares of preferred stock to Speedy Click at $5.00 a share.
The  Company paid $9,000,000 of this liability through the issuance of 1,800,000
shares  of common stock to Speedy Click at $5.00 per share. The Company has paid
cash  of  $569,013  and  received  an  offsetting  credit  of $400,000 against a
separate  receivable  due from Speedy Click [See Advertising Agreement described
later].  The  balance  due  Speedy  Click  is  $30,987  as of December 31, 2001.

In  June  2001,  the  Company  began  negotiating  for  the return of common and
preferred  stock  from  Speedy  Click  as the Company still had not received the
balance  of  the  names  purchased.  In  November  2001,  the  Company cancelled
1,358,847  shares  of  common  stock  previously  issued  to Speedy Click due to
non-performance  and  non-consideration  by Speedy Click. The Company offset the
cancelled  stock  against  the  stock  subscription  receivable  the  Company
established upon original issuance of the common stock. The Company has issued a
net  441,153  shares  of  common  stock  to Speedy Click as of December 31, 2001
related  to  the  5,695,471  of  the 15,000,000 registered users delivered as of
December  31,  2001.  The  Company  had established a subscription receivable of
$5,304,529  for  the balance of the 15,000,000 registered users to be delivered.
The  Company  offset  the  subscription  receivable  account  when  the  Company
cancelled  the  1,358,847  in  November  2001.

Advertisement  Agreement  -  In  November  2000,  the Company entered into eight
monthly  agreements  with  Speedy  Click wherein the Company will feature Speedy
Click  in  its  weekly  newsletter  to  the  Company's  registered  users.  Each
agreement  is  for  $50,000  per  month  or a total of $400,000. The Company and
Speedy  Click  agreed  to  offset  the amount receivable under the advertisement
agreement  with  amounts  payable  under  the  registered users agreement. As of
December  31, 2001, $400,000 has been recorded as revenue and offset against the
installment  payable  liability.

NOTE  9  -  INVESTOR  DEPOSITS

During  the  year  ended  December  31, 2000, the Company received proceeds from
several  non-accredited  investors. The total number of non-accredited investors
exceeded  limitations of no more than thirty five non-accredited investors for a
506 regulation D offering. The non-accredited investors which exceeded the limit
of thirty five were given the option of accepting a refund of their investments,
purchasing  common  stock from the personal holdings of the Company's President,
purchasing  common  stock  from the personal holdings of a Company controlled by
the  Company's  President,  or  providing  documentation that the non-accredited
investor  is  really  an  accredited  investor.  The  Company  has  recorded the
proceeds  from  the  non-accredited  investors which had not been refunded as of
December  31,  2001  as  a  current  liability  which  is reflected as "Investor
Deposits"  on  the  face of the balance sheet. At December 31, 2001, the Company
held  funds  in  the  amount  of  $58,000  from  these non-accredited investors.


                                     - F-17 -

<PAGE>
                                BIDBAY.COM, INC.

                          [A Development Stage Company]

                          NOTES TO FINANCIAL STATEMENTS

NOTE  10  -  DEFERRED  REVENUE

Speedy  Click  (AKA  Network  Commerce,  Inc.)  paid $120,000 for a twelve month
banner  advertising campaign and for the use of an online store in the Company's
website  shops.  The  agreement  commenced  July 12, 2000. At December 31, 2000,
$65,000 of this amount was recorded as a deferred revenue item. The Company also
received  $57,500  from Switchboard.com during December 2000 for advertising and
promotion  to  begin January 2001.  These amounts comprised the deferred revenue
of  $122,500  at  December  31,  2000.  During the year ended December 31, 2001,
$65,000  was  recognized  as  revenue  related  to  the  Speedy Click agreement.
The  $57,500  from  the  Switchboard.com  agreement was recognized as revenue in
January  2001.  At  December  31,  2001,  the  total  deferred  revenue  was $0.

NOTE  11  -  CAPITAL  STOCK

Preferred  Stock  - The Company authorized 10,000,000 shares of preferred stock,
$.001  par value with such rights, preferences and designations and to be issued
in  such  series  as  determined  by  the  Board  of  Directors.

Convertible  Redeemable  Preferred  Stock - The Company has designated shares of
10%  convertible  redeemable non-cumulative non-compounding preferred stock at a
purchase  price  of  $2.50  per  share.  The  holders of the preferred stock are
entitled  to  annual dividends once declared and approved by the Company's Board
of  Directors.  The  dividend  is  25  cents per share per annum.  Each share of
preferred  stock is convertible into one share of common stock.  The Company has
the  right  to  cause  a  partial  or  complete  redemption  of  the  shares.

The  Company  has the option to redeem all or any portion of the preferred stock
after  June  15,  2000  by  paying  cash or shares of common stock of a publicly
traded  company  having  a  market  value equal to 110% of the original purchase
price of the shares plus a non-cumulative non-compounded dividend at the rate of
10%  per  annum.  The  redemption  price  may be paid depending on the preferred
stockholder,  in  cash,  in  shares  of  the  common  stock of a publicly traded
company,  or  in  any  combination  of  both cash and stock.  For the purpose of
determining the number of shares of common stock to be issued in a redemption of
the  preferred  stock,  the  following  formula applies:  If the common stock is
immediately  tradable  on  the date of the redemption, then the number of shares
will be calculated based on the average last sale price of the stock on the five
(5)  trading  days  immediately  preceding  the  date  of the declaration of the
redemption.  If  the  common  stock  is  restricted  pursuant of Rule 144 of the
Securities  Act of 1933, as amended, with any holding period remaining, then the
number  of shares will be calculated based on 90% of the average last sale price
of  the stock on the five (5) trading days immediately preceding the date of the
declaration  of  the redemption.  The redemption right relates to all shares, as
adjusted  for  stock  splits,  stock  dividends  and  similar  events.

The  preferred  stockholders  may convert each share of preferred stock into one
share of common stock at any time after the shares are issued.  The Company does
not  have  the  right  to  require a conversion of the preferred stock to common
stock.

Each  share  of  the  preferred  stock  has  one  vote to the same extent as the
outstanding  common  stock.  The  common stock into which the preferred stock is
convertible has the same voting right as the currently outstanding common stock.


                                     - F-18 -

<PAGE>

                                BIDBAY.COM, INC.

                          [A Development Stage Company]

                          NOTES TO FINANCIAL STATEMENTS

NOTE  11  -  CAPITAL  STOCK  [Continued]

During  the  year  ended  December 31, 2001, the Company issued 42,000 shares of
preferred  stock  and  4,200  shares  of common stock and received approximately
$137,500.  The  Company  also reclassified $22,500 of deposits by non-accredited
shareholders  who  had previously been classified as investor deposits.  The net
proceeds through December 31, 2001 for the sale of preferred stock and .1 shares
of  common  stock  is  approximately  $4,397,693.

Conversions  of preferred stock subject to Rescission into common stock - During
the  year  ended  December  31,  2001, the Company had shareholders exercise the
conversion  feature  of  the  Company's  preferred stock.  The Company cancelled
23,400  shares  of preferred stock valued at $58,500 and issued 23,400 shares of
common  stock  to  these  shareholders.

Preferred  Stock Subject to Rescission - As discussed in Note 14, various states
where  the Company sold preferred stock, could potentially bring claims and make
allegations  against  the  Company  [See  Note  14].

In  the  event  these  claims  are successfully brought against the Company, the
Company  may  be required to offer a rescission of the stock purchase to all the
purchasers  who  qualify  under  the  claims.  Accordingly,  the  Company  has
reclassified $4,397,693 in proceeds from stockholder's equity to preferred stock
subject  to  rescission  to  reflect  this  possibility.

During  the  year  ended  December  31,  2001,  the  Company  refunded $5,000 of
preferred  stock  subject  to rescission pursuant to a settlement agreement with
the  Common  wealth  of  Pennsylvania.  [See  Note  14]

Dividends - As of December 31, 2001, the Company had declared a $.25 dividend on
1,933,077  shares of preferred stock for a total of $483,269. As of December 31,
2001,  the  Company paid $7,357 in cash and issued 95,183 shares of common stock
to  pay  $475,912 of the dividends declared, or $5.00 per share. During the year
ended  December  31,  2001,  the  Company declared a dividend on recent sales of
preferred  stock  in  the  amount of $30,500. During the year ended December 31,
2001,  $30,500  was  paid with 3,050 shares of common stock at $10.00 per share.
During  the  year  ended  December 31, 2001, the Company cancelled 580 shares of
common  stock  issued  as  dividends.  The Company cancelled these shares due to
refunds  and  reclassifications  of  stock  proceeds  during  the  year.

Through  December 31, 2001, the Company had sold 1,733,077 shares of convertible
preferred  stock  at  $2.50  per  share.  Common stock sold during the same time
period  was  sold  at $5.00 and $10.00 per share.  In accordance with ETIF 98-5,
"Accounting  for Convertible Securities with Beneficial Features on Contingently
Adjustable  Conversion,"  the  Company recorded a dividend of $2.50 to $7.50 per
share,  or  a  total  of  $4,760,193.

For  the  year  ended  December  31, 2001, the Company had sold 55,000 shares of
convertible  preferred  stock  at $2.50 per share. The Company also issued 6,000
shares  of  preferred  stock  to  shareholders who were previously classified as
investor  deposits.  Common  stock  was being offered at $10.00 per share during
this  period.  In accordance with ETIF 98-5, the Company recorded at dividend of
$2.50  per  share related to the 6,000 shares and $7.50 per share related to the
55,000  shares,  for  a  total  of  $427,500.


                                     - F-19 -

<PAGE>

                                BIDBAY.COM, INC.

                          [A Development Stage Company]

                          NOTES TO FINANCIAL STATEMENTS

NOTE  11  -  CAPITAL  STOCK  [Continued]

The dividends are considered a liquidating dividend due to the Company having no
retained  earnings  to offset the dividend.  Liquidating dividends are reflected
as  a  reduction  to  capital  in  excess  of  par  value.

Common  Stock  -  The company has authorized 100,000,000 shares of common stock,
$.001  par  value.  During  the  year  ended December 31, 2001, the Company made
various  issuances  of  common  stock.  The  issuances  are  as  follows:

The  Company  issued  common  stock  as an incentive to investors purchasing the
Company's  preferred  stock.  The  incentive  was  a ten percent common stock to
preferred  stock  ratio.  During  the  year ended December 31, 2001, the Company
issued  6,100  shares  of common stock as part of the preferred stock incentive.
During  the  year ended December 31, 2001, the Company cancelled 1,161 shares of
common  stock  issued  as  incentives. The Company cancelled these shares due to
refunds  and  reclassifications  of  stock  proceeds  during  the  year.

The  Company  issued  3,050  shares  of common stock to pay $30,500 of dividends
declared  at  $10.00  per  share.

During  the year ended December 31, 2001, the Company authorized 8,200 shares of
common stock to employees, officers and directors for consultation, programming,
or  other  services  rendered  valued  at $82,000, or $10.00 per share. Prior to
delivery  of  the  common stock issued for services, the Company canceled 92,200
shares  of  common stock to employees, officers, and directors for consultation,
programming,  or  other  services  rendered  valued  at $502,000. The employees,
officers,  and  directors declined the common stock declared as an incentive and
requested the stock not be issued and declared that no amounts were due them for
services.

The Company also issued 100,000 shares of common stock, at $10.00 per share, for
settlement  of  $1,000,000  contingent  liability debt related to a lawsuit by a
former  employee.

In  April  2001,  the Company issued 6,000 shares of common stock related to the
purchase  of  two  websites  valued  at  $60,000  or  $10.00  per  share.

The  Company  issued  23,400 shares of common stock for the conversion of 23,400
shares  of  convertible  preferred  stock.

NOTE  12  -  STOCK  OPTIONS

Stock  Option  Plan  -  In October 2000, the Company adopted a Stock Option Plan
which  provides  for  the  granting  of  stock  options  intended  to qualify as
"incentive  stock option" and "nonqualified stock options" within the meaning of
Section  422 of the United States Internal Revenue Code of 1986. Under the Plan,
stock  options  may  be  issued  to  any  officer,  director,  key employees, or
consultants.

At  December  31,  2000, the Company had options outstanding to purchase 254,000
shares  of  common  stock  at a price of $5.00 per share.  During the year ended
December  31,  2001, the Company cancelled options to purchase 173,500 shares of
common  stock.  No options forfeited or exercised during the year ended December
31,  2001.  During the year ended December 31, 2001, the Company granted options
to  purchase  1,500  shares  of  common  stock  at  $10.00  per  share.


                                     - F-20 -

<PAGE>

                                BIDBAY.COM, INC.

                          [A Development Stage Company]

                          NOTES TO FINANCIAL STATEMENTS

NOTE  12  -  STOCK  OPTIONS  [Continued]

A  summary  of the status of the options granted under the stock option plan and
other  agreements  at  December 31, 2001, and changes during the year then ended
are  presented  in  the  table  below:

                                                     Weighted Average
                                         Shares      Exercise Price
                                      ____________   _______________

  Outstanding at beginning of period       254,000   $          5.00
  Granted                                    1,500             10.00
  Exercised                                      -                 -
  Forfeited                                (82,000)             5.00
  Expired                                        -                 -
                                      ____________   _______________
  Outstanding at end of period             173,500   $          5.04
                                      ____________   _______________
  Exercisable at end of period              34,700   $          5.00
                                      ____________   _______________
  Weighted average fair value
   of options granted                        1,500   $           .00
                                      ____________   _______________




The  Company accounts for fair value of equity securities in accordance with FAS
123  for  equity  securities issued to employees. For non-employees, the Company
accounts  for  the  fair  value  of equity securities in accordance with APB 25.

                      Options Outstanding                  Options Exercisable
            __________________________________________  ________________________
                                             Weighted-              Weighted-
Range of                  Weighted-Average    Average                Average
Exercise       Number         Remaining      Exercise     Number     Exercise
 Prices     Outstanding   Contractual Life     Price    Exercisable    Price
__________  ___________   ________________   _________  ___________ ____________
$    5.00     80,500        4.00  years      $    5.00     34,700   $   5.00
$   10.00      1,500        4.75  years      $   10.00        0     $    N/A


Stock  Options  -  During  the  period  presented  in the accompanying financial
statements,  the  Company  has  granted options under the 2000 Stock Option Plan
(the  Plan),  executive,  and  other  agreements.  The  Company  has adopted the
disclosure-only  provisions  of  Statement of Financial Accounting Standards No.
123.  "Accounting  for  Stock-Based  Compensation." Accordingly, no compensation
cost  has  been  recognized  for  the  stock  option  plan  or other agreements.

For  the year ended December 31, 2001, the options granted under the plan had no
value  using  the  Black-Scholes  method  for  computing  fair  value  of equity
instruments,  and  accordingly,  no  proforma  disclosures  have  been  made.


                                     - F-21 -

<PAGE>

                                BIDBAY.COM, INC.

                          [A Development Stage Company]

                          NOTES TO FINANCIAL STATEMENTS

NOTE  13  -  RELATED  PARTY  TRANSACTIONS

Business  development and stock offering agreement - The Company entered into an
agreement  with  Donald  Dayer,  a  significant  shareholder of the Company, for
services  related  to  the development of the Company's business.  The agreement
states  that  the  shareholder  was  to receive twenty-nine percent (29%) of all
funds  received,  whether  in  the  form of revenue or capital investment, until
$1,500,000  was paid to the shareholder.  The $1,500,000 may have been increased
or  decreased  if  both  parties  agree  to  the  change.

The  Company  entered  into  a second agreement with Donald Dayer, a significant
shareholder,  for  services related to a Section 506 Regulation D offering.  The
agreement  states  the  shareholder  is  to  receive a commission of twenty five
percent  (25%)  for  all  funds  raised  by  him  through  the  offering.

The Company had paid $135,610 to Donald Dayer during the year ended December 31,
2001  and  $2,260,805  in  total for both agreements through June 30, 2001.  The
payments  for  the  25% agreement, which totaled $1,046,669, were offset against
the  proceeds  from  the  offering.

As  a result of the two agreements previously mentioned, Donald Dayer received a
total  of  54%  of  the  proceeds  from  the  Regulation  D  stock  offering.

In  June  2001,  the  Company  began litigation against Mr. Dayer [See Note 14].

Leases  -  The  Company  is  renting  property on a month to month basis from an
officer of the Company or an entity related to him.  The following describes the
underlying  leases  on  the  properties  held  by  the  related  parties:

The  Company  is  making  payments related to a lease agreement which has George
Tannous  and  Affiliates  (GTA),  a  related  party,  as  the leasee.  The lease
agreement is for office space located at three locations in Tujunga, California.
The  lease agreement is for five (5) years beginning on April 1, 1999 and ending
March  31,  2004.  Monthly  payments  are scheduled for  $2,200 for the first 24
months  and  monthly payments of $2,400 for the remaining 36 months. The Company
had  expensed $21,600 for the year ended December 31, 2001. In October 2001, the
related  party  amended the agreement to add warehouse space, parking space, and
additional  office space. The terms of the amendment are for 42 monthly payments
of $3,180, ending on March 31, 2005. The Company has a deposit of $2,980 related
to this agreement. During the year ended December 31, 2001, the Company expensed
$9,540  related  to  the  amended  agreement.

The  Company  is  leasing  office  space located in Tujunga, California which is
owned  by  an officer/shareholder. The Company is paying $1,300 per month and is
on  a  month  to month arrangement. The Company expensed $15,600 related to this
agreement.

The  Company is leasing two public storage spaces on a month to month basis. The
Company is making payments of $79 and $109 per month for a total of $188 monthly
for  use  of  these  storage  spaces.


                                     - F-22 -

<PAGE>

                                BIDBAY.COM, INC.

                          [A Development Stage Company]

                          NOTES TO FINANCIAL STATEMENTS

NOTE  13  -  RELATED  PARTY  TRANSACTIONS  [Continued]

Related  Party  Payable  -  At  December  31,  2000,  the  Company  owed  an
officer/shareholder  of  the  Company  and  a  company  controlled  by  the same
officer/shareholder  $394,475.  During  the  year  ended  December 31, 2001, the
Company  reduced this liability by transferring $45,045 of promotional inventory
and  increased  the  liability  by  transferring  $20,533  associated  with  the
promotional  inventory to the officer/shareholder. The Company received advances
from  the officer, made payments for personal expenses, and made payments on the
liability  for  a  net  increase  of  $2,267,194. The Company accrued $80,000 of
unpaid  compensation  to the officer for services provided during the year ended
December  31,  2001.  At  December  31,  2001  the  balance  owed  to  the
officer/shareholder and the company controlled by him, was $2,717,157. [See Note
6]

Related  Companies  -  During  the  year  ended  December  31, 2001, the Company
received  net  advances  of  $549,480  from two companies related through common
control.  The  Company  also  entered  into  agreements  with  each  company,
BidbayEurope.com and BidbayAustrilia.com, for consulting services to be provided
by  the  Company.  The  agreements  were  for  $1,000,000  each  for  a total of
$2,000,000  over  an  unspecified  period.  [See  Note  6]

Compensation  to  officers  -  For the year ended December 31, 2001, the Company
paid  cash  compensation to its officers totaling $77,200 and accrued $80,000 in
unpaid  compensation.

Advertising  Revenue  and  Agreements  -  The  Company  has entered into various
agreements  with  Speedy Click, an entity which is a shareholder of the Company,
including  advertising  agreements.  [See  note  8]

Consulting - During the year ended December 31, 2001, the Company paid $8,000 to
a  shareholder  for  consulting  services  related  to  maintenance  and  minor
enhancements  of  the  Company's  website.

The  Company paid a relative of an officer of the Company $26,178 for consulting
and  other  services  for  the  year  ended  December  31,  2001.

NOTE  14  -  COMMITMENTS  AND  CONTINGENCIES

Securities  Litigation  -  On  August 22, 2000, the State of Pennsylvania issued
against  the  Company  and Donald Dayer a summary order to cease and desist from
offering  and  selling  the  Company  securities  within  the  Commonwealth  of
Pennsylvania  in  violation  of  the  Pennsylvania  Securities  Act  of  1972.
Pennsylvania  claimed  that  the securities were sold by a person or persons who
were  not  licensed  to  sell securities within the state.  Pennsylvania further
alleged that the Company had omitted material facts from its offering materials.

The  Pennsylvania Securities Commission, on December 31, 2000, filed a complaint
alleging  that the Company, Dayer, and another individual continued to offer for
sale  the  securities of the Company in violation of the cease and desist order.
Sales  of the Company securities were made to three Pennsylvania residents for a
total  of  $25,000  in proceeds.  Each violation could result in civil penalties
not  to  exceed  $10,000  plus  court  costs.


                                     - F-23 -

<PAGE>

                                BIDBAY.COM, INC.

                          [A Development Stage Company]

                          NOTES TO FINANCIAL STATEMENTS

NOTE  14  -  COMMITMENTS  AND  CONTINGENCIES  [Continued]

In  March  2001,  the  Company  negotiated  a  settlement  with the Pennsylvania
Securities  Commission.  The  settlement  with  the  Pennsylvania  Securities
Commission  included  a  Consent to Permanent Injunction which contained various
conditions.  The Company paying $3,000 in civil penalties, $1,000 in court costs
and  offering  rescission  to  the  three  Pennsylvania residents who bought the
Company's  securities.  Only  one  investor  requested  a  rescission  of  their
investment,  wherein  the Company paid $4,000 plus $126 for interest for a total
of  $4,126.  The  other two investors requested to keep the securities purchased
from  the  Company.

Other Potential Securities Claims - The Company sold securities in approximately
30  different states pursuant to a Form D.  The Company filed a Form D reporting
this transaction to the SEC, and claimed exemption under Rule 506.  A few states
have  made  inquiries into the offering and the Company has supplied information
as  requested.  Enforcement actions have been brought against the Company by the
states  of  Pennsylvania  (See Above) and Utah.  In the Utah action, the Company
entered  into  a  stipulation  that it had paid a commission to a person for the
sale  of securities who was not duly licensed to sell securities in the State of
Utah.  The  Company paid a fine of $1,000 to the State of Utah.  The possibility
exists  that  each of the states, where the Company sold securities, could bring
allegations  against  the  Company  similar  to  those  brought by the states of
Pennsylvania  and  Utah.

The  Company  disputes  the  following  assertions,  but it is possible that the
issuance  of  shares described above may have violated provisions of the federal
and state securities laws which may result in purchasers seeking to return their
shares  for  cash.  There  can  be no assurance that the SEC or applicable state
authorities  will  not pursue any enforcement action.  At December 31, 2001, the
Company  has reclassified $4,397,693 in proceeds received from sale of preferred
stock  as  preferred  stock  subject  to  potential  rescission.

An  officer  of  the  Company  and  a significant shareholder have sold personal
holding  of  the  Company's common stock to private individuals.  It is possible
the  proceeds  from  these private sales may also be subject to rescission.  The
Company  estimates  the total proceeds from these sales to be approximately $1.2
million.

Based  upon  the  best  information  available  to the Company at this time, the
Company  has calculated a range of possible exposure that exists for the Company
in  light  of  the civil liabilities described above.  Accordingly, in the event
these  potential  civil liabilities are successfully asserted, the Company could
be liable to the shareholders, and to any shareholder that immediately purchased
from  these  shareholders,  in  an approximate amount ranging from $25,000 up to
$5.6  million,  plus  interest. The $5.6 million is based on the $4.4 million in
proceeds  plus  approximately  $1.2  million  in  proceeds which related parties
received through private sales agreements. The foregoing range could be adjusted
higher  or  lower depending upon adjustments to any of the referenced items, and
as  any  new  information becomes available to the Company.  The Company has not
made  any expense accrual or allowance for any potential claims in its financial
statements.


                                     - F-24 -

<PAGE>

                                BIDBAY.COM, INC.

                          [A Development Stage Company]

                          NOTES TO FINANCIAL STATEMENTS

NOTE  14  -  COMMITMENTS  AND  CONTINGENCIES  [Continued]

Consultant  Agreement  -  The  Company had entered into an agreement with Donald
Dayer  ("Dayer")  wherein the Company had agreed to compensate Dayer one million
five  hundred  thousand  dollars  for his assistance in developing the Company's
business.  Mr.  Dayer received 29% from every dollar that was generated into the
Company whether it is in the form of revenue or capital investment.  The Company
had  also  entered  into  an  agreement  with  Dayer  wherein Dayer would market
preferred  and/or  common  stock  of  the Company offered through a Regulation D
offering.  Dayer  was  to  receive  25%  on  all sales made by him including any
resales  after  initial  sales.  This  agreement  only  applies  to funds raised
privately  by  the  Company  that  are assisted by Dayer and do not apply to any
future  public stock offerings the Company may undertake. As a result of the two
agreements  above, Donald Dayer received a total of 54% of the proceeds from the
Regulation  D stock offering.  The Company terminated consulting agreements with
Mr.  Dayer  and  began  legal  proceedings  against  him  in  June  2001.

Litigation  -  Donald Dayer - In June 2001, the Company brought suit against Mr.
Dayer,  a  consultant  who  had assisted the Company with a private placement of
stock  and  business  development.  The  Company  contends  that  Mr.  Dayer
misrepresented himself as a licensed securities broker. The Company is seeking a
refund of all proceeds paid to Mr. Dayer, which is approximately $2,200,000. Mr.
Dayer  filed a cross-complaint against the Company and its president alleging an
offset  for  payments  made  by  Mr. Dayer to the Company. Legal counsel for the
Company is unable to estimate the likelihood of the outcome of these complaints.
The  Company  has  not  accrued  any  loss  contingencies  associated  with  the
cross-complaint  by  Mr.  Dayer.

Litigation - Former Employee - The Company had been named as a co-defendant in a
lawsuit  involving  a  former  employee  of  the  Company.  The President, other
business  entities of the President and the Company were named in the suit.  The
former employee alleged that the Company violated terms of an agreement with the
former  employee  by  terminating employment without cause.  The former employee
had  made  claims  that  the Company and its President made false accusations of
racism  and  involvement  in  hate crimes of an undisclosed nature.  The Company
filed  suit  against  the same former employee alleging that the former employee
gained  illegal  access  to  certain  of  the Company's proprietary intellectual
information  for the purpose of doing harm to the Company and to steal customers
from  the  Company.  During  April  2001, the Company negotiated a settlement by
paying  $30,000  cash  and  in May 2001, issuing 100,000 shares of the Company's
common  stock to the former employee and his attorney as full settlement of this
liability.

Litigation  -  ISP  Bridges  -  The  Company  entered into an agreement with ISP
Bridges  wherein  ISP  Bridges would provide the Company with market makers upon
the  Company becoming effective with the SEC.  ISP Bridges was to also provide a
business  plan in exchange for cash and common stock of the Company. The Company
cancelled the agreement and demanded a reimbursement of advance payments made to
ISP  Bridges  upon  ISP  Bridges  failing  to  provide  proof of progress on the
business  plan.  Legal  counsel  for  the  Company  is  unable  to  estimate the
likelihood  of  the  outcome  of  this  complaint.

Litigation  -  eBay  -  During the year ended December 31, 2001, the Company was
named  in  a lawsuit by eBay Inc.  eBay claimed trademark infringement by use of
the word "bay" in its title and displaying a rainbow colored logo on its website
to  give  users  a  sense  of its similarity to eBay. Subsequent to December 31,
2001,  the  Company  settled  the  complaint  with  eBay.  [See  Note  18]


                                     - F-25 -

<PAGE>
                                BIDBAY.COM, INC.

                          [A Development Stage Company]

                          NOTES TO FINANCIAL STATEMENTS

NOTE  14  -  COMMITMENTS  AND  CONTINGENCIES  [Continued]

Negotiations  - Speedy Click - In June 2001, the Company began negotiations with
Speedy  Click  concerning  the agreements for delivery of registered users.  The
Company  believes  Speedy  click breached its agreement by not providing all the
registered  users  agreed  to be delivered. The Company sought a settlement with
Speedy  Click  and  in November 2001, cancelled 1,358,847 shares of common stock
and  cancelled  the  stock  subscription  which the Company had established upon
original issuance of common and preferred stock. It is possible the Speedy Click
may  seek to legal action in order to have the common stock reissued. Management
is confident in a positive outcome in the favor of the Company if such action is
brought  by  Speedy  Click  due  to  Speedy  Click's  non-performance  and
non-consideration  of  the  agreements  which  the Company had originally issued
stock.

Advertising  Agreements  -  In its normal course of business, the Company enters
into  agreements  to  sell  advertising  as  well  as  agreements  to  purchase
advertising.  These commitments are for varying lengths of time but generally no
longer  than  six  months.

NOTE  15  -  INCOME  TAXES

The  Company accounts for income taxes in accordance with Statement of Financial
Accounting  Standards  No.  109.  SFAS No. 109 requires the Company to provide a
net  deferred tax asset or liability equal to the expected future tax benefit or
expense  of  temporary reporting differences between book and tax accounting and
any available operating loss or tax credit carryforwards.  The Company has a net
operating  loss  carryover  of  approximately  $7,867,000  at December 31, 2001.

At  December  31,  2001  and  2000,  the  total  of all deferred tax assets were
approximately $4,791,000 and $2,467,000 respectively.  The total of all deferred
tax  liabilities  were  $0  and  $0,  respectively.  The  amount of and ultimate
realization of the benefits from the deferred tax assets for income tax purposes
is  dependent,  in  part,  upon  the  tax  laws  in effect, the Company's future
earnings,  and  other  future events, the effects of which cannot be determined.
Because of the uncertainty surrounding the realization of the loss carryforwards
the  Company  has established a valuation allowance of approximately $4,791,000.
The  net  change  in  the valuation allowance during the year ended December 31,
2001  was  an  increase  of  $2,324,000.

     The  temporary  differences  gave  rise to the following deferred tax asset
(liability):

                                             December 31,
                                                 2001
                                             ___________
     Excess of tax over financial
       accounting depreciation               $ 1,619,282
     Contribution carryover                        3,479
     Allowance for bad debt                       20,905
     Net operating loss carryover              3,133,401
     Contingent liabilities                       13,941


                                     - F-26 -

<PAGE>

                                BIDBAY.COM, INC.

                          [A Development Stage Company]

                          NOTES TO FINANCIAL STATEMENTS

NOTE  15  -  INCOME  TAXES  [Continued]

The  components  of  federal  income  tax  expense  from  continuing  operations
consisted  of  the  following  for  the  year  ended:


                                                 December 31,
                                                     2001
                                                 _____________
  Current income tax expense:
    Federal                                      $         -
    State                                                  -
                                                 _____________
  Net current tax expense                        $         -
                                                 _____________

  Deferred tax expense (benefit) resulted from:
  Excess of tax over financial accounting
    depreciation                                 $(1,473,532)
  Contribution carryover                              (2,178)
  Net operating loss                              (1,272,029)
  Valuation allowance                              2,323,543
  Allowance for bad debts                            (20,905)
  Deferred Income                                     48,792
  Contingent Liabilities                             (13,941)
  Compensation                                       410,250
                                                 _____________
  Net deferred tax expense                       $         -
                                                 =============


Deferred  income  tax  expense  results primarily from the reversal of temporary
timing  differences  between  tax  and  financial  statement  income.

The reconciliation of income tax from continuing operations computed at the U.S.
federal statutory tax rate to the Company's effective rate is as follows for the
year  ended:

                                                    December  31,
                                                        2001
                                                    _____________
     Computed tax at the expected
       federal statutory rate                           34.00%
     State income taxes, net of federal benefit          5.83
     Valuation allowance                               (39.72)
     Other                                                .11
                                                    _____________
     Effective income tax rates                           -
                                                    =============


                                     - F-27 -

<PAGE>

                                BIDBAY.COM, INC.

                          [A Development Stage Company]

                          NOTES TO FINANCIAL STATEMENTS

NOTE  16  -  EARNINGS  (LOSS)  PER  SHARE

The  following data show the amounts used in computing earnings (loss) per share
and  the  effect on income and the weighted average number of shares of dilutive
potential  common  stock  for:


                                             For  the          From Inception on
                                            Year Ended             December 21,
                                            December 31,           1999 Through
                                     __________________________    December 31,

                                        2000           1999           2000
                                    _____________  ____________   _____________

  Net (loss) available to common
    shareholders                    $ (6,307,927)  $(11,031,166)  $(17,378,125)
                                    _____________  ____________   _____________

  Basic weighted average number of
    common shares outstanding
    used in earnings (loss) per
    share during the period           52,248,098     50,674,640     51,441,855
                                    _____________  ____________   _____________



Diluted  earnings  (loss)  per  share  were not presented as its effect would be
anti-dilutive.  At December 31, 2001, the Company had options to purchase 82,000
shares  of  common  stock  with exercise prices ranging from $5.00 to $10.00 per
share  and  1,959,077  shares  of  convertible  preferred  stock outstanding. At
December  31, 2000, the Company had options to purchase 242,000 shares of common
stock  at  an  exercise  price  of  $5.00  per  share  and  1,933,077  shares of
convertible  preferred  stock  outstanding

NOTE  17  -  CONCENTRATIONS

For  the  year  ended  December  31,  2001,  the  Company recognized $122,500 in
revenues from banner ads and $300,000 in insertion orders from Network Commerce,
Inc.  (aka  Speedy  Click).  For  the  year ended December 31, 2000, the Company
recognized $100,000 in revenues from insertion orders from Network Commerce. The
totals  of  $422,500  and $100,000 represented 70% and 43% of the total revenues
for  the  years  ended  December  31,  2001  and  2000,  respectively.

NOTE  18  -  SUBSEQUENT  EVENTS

Proposed  Public  Stock  Offering  - The Company was making a public offering of
6,000,000  shares  of  its  previously  authorized but unissued common stock and
234,000  shares  previously issued and outstanding owned by officers, directors,
employees  and  a  consultant of the Company.  This offering was registered with
the  Securities  and Exchange Commission on Form SB-2.  An offering price of $10
per  share  had  been  arbitrarily  determined by the Company. In February 2002,
Company  withdrew  its  SB-2  registration  statement.


                                     - F-28 -

<PAGE>

                                BIDBAY.COM, INC.

                          [A Development Stage Company]

                          NOTES TO FINANCIAL STATEMENTS

NOTE  18  -  SUBSEQUENT  EVENTS  (Continued)

Litigation  -  eBay  -  During the year ended December 31, 2001, the Company was
named  in  a lawsuit by eBay Inc.  eBay claimed trademark infringement by use of
the word "bay" in its title and displaying a rainbow colored logo on its website
to  give  users  a sense of its similarity to eBay. In February 2002 the Company
settled  the lawsuit with eBay, wherein the Company was required to cease use of
the  word/mark "Bidbay" or any variations thereof, cease use of the web address,
and  transfer  ownership  of  the  domain  name  "www.Bidbay.com"  to  eBay. The
Company's new domain name may not contain the word "bay" or any name confusingly
similar  to  eBay.  Also,  the  Company may not adopt a logo that is confusingly
similar  to  eBay.  The  Company  is also required to withdraw certain trademark
applications  in  a timely manner. The Company agreed to pay a nominal amount to
eBay  which  does  not materially impact the financial condition of the Company.

Name  Change  -  Pursuant  to  the  settlement  of  the litigation with eBay, in
February  2002,  the Company's board of directors resolved to change the name of
the corporation to Auctiondiner.Com, Inc. The Company anticipates filing amended
articles  of  incorporation  for  the  name  change  within the next few months.



                                     - F-29 -

<PAGE>

Item  8.  Changes  in  and  Disagreements  with  Accountants  on  Accounting and
Financial  Disclosure

We have had no changes in or disagreements with our accountants on accounting or
financial  disclosures  during  the  fiscal  year  ended  December  31,  2001.

                                    PART III

Item  9.  Directors  and  Executive  Officers,  Promoters  and  Control Persons;
Compliance  with  Section  16(a)  of  the  Exchange  Act.

Directors  and  Executive  Officers

The  following  persons are the current executive officers and directors of
BidBay.com:


NAME                   AGE       POSITION(S)

George Tannous         44        director, president and chief executive officer
Yvonne Van Hoek        35        director and vice president
Wester Cooley          68        director
Fredrick Grossi        47        chief financial officer


Directors  are  elected  by  the  shareholders  annually.

George  Tannous,  EA,  is  a  former  IRS  Agent who specializes in taxation and
related  financial  matters.  He  graduated with honors from Regis University in
Denver,  Colorado,  and  owned  and  operated  several diverse businesses before
joining  the Internal Revenue Service. From 1995 to the present, Mr. Tannous has
been  the  president  of  George Tannous & Affiliates Inc., a tax consulting and
preparation  firm.  In January, 2000, he also became the chief executive officer
and a director of BidBay.com, positions which he continues to hold.  Mr. Tannous
has lectured extensively at the college level on career planning in the areas of
taxation  and  financial  issues, and how they impact individuals, partnerships,
and corporations.  He has been honored by the IRS with certificates of merit for
his work with the elderly and indigent, and for his work with the victims of the
Los  Angeles  riots.

Mr.  Tannous,  together  with George Tannous & Affiliates, a tax preparation and
consulting  firm principally owned by George Tannous, are the subject of a cease
and  refrain  order  issued  in  April,  1999  by  the  California Department of
Corporations.  The  basis  of the order was the use by third parties of the name
George  Tannous & Affiliates in offering tax preparation and consulting services
to  the  public without having filed a franchise application with the California
Commissioner  of  Corporations.  The cease and refrain order required that:  (1)
Mr.  Tannous and George Tannous & Affiliates refrain from offering in California
any  franchises,  including  George Tannous & Affiliates franchises, unless such
franchises are registered under the California Franchise


                                      14

<PAGE>

Investment  Law,  and  (2)  Mr.  Tannous  and  George Tannous & Affiliates offer
rescission to four individuals who  purchased  franchises/licenses  to  operate
an  affiliate  office  of  George  Tannous  &  Affiliates.  Mr.  Tannous  and
George Tannous & Affiliates complied fully  with  the  order.

Yvonne  Van  Hoek  is  a  licensed tax preparer through the State of California.
From  1995  through  September 1998, she was the assistant manager of accounting
division  for  Crestview  Medical Group.  From September, 1998, through January,
2000,  she  was  a  certified  tax preparer for George Tannous & Affiliates Inc.
From  January, 2000, to the present she has been a director and a vice president
of  BidBay.com.

Wester Cooley is a former United States Congressman serving from 1995 to 1997 as
Congressman  for  the 2nd district of Oregon.  From 1997 to the present has been
self  employed  in real estate development and investment.  In January, 2000, he
became  a  director  and  a  vice  president  of  BidBay.com, positions which he
continues to hold.  Prior to 1995 he served as a State Senator from the state of
Oregon. Mr. Cooley has held the position of Vice President of Regulatory affairs
with  Viratek,  Inc.

Fredrick Grossi, EA, is an Enrolled Agent with the Department of Treasury.  From
1995 to the present he has been the president of  Grossi & Associates, a company
engaged  in  the  business  of tax preparation and representation.  In December,
2000,  he  became  the chief financial officer of BidBay.com.  Fred has held the
position  of  chief  financial  officer for Teletron, Inc., a telecommunications
company  which  has  now  gone  into  bankruptcy.

Promoters  and  Control  Persons

In  addition  to  George  Tannous  who  is  a  director and executive officer of
BidBay.com,  Donald  Dayer has been a promoter and control person of BidBay.com.
Mr.  Dayer  owns  19.2% of the issued and outstanding stock of BidBay.com though
the Company has instigated legal action to have that stock cancelled.  Mr. Dayer
has  never  been  an  officer,  director or employee of BidBay.com.  Rather, his
services for BidBay.com have been rendered pursuant to contracts with BidBay.com
in  his  capacity  as  an  independent  contractor.

Since  1996  to the present, Mr. Dayer has been self employed as a consultant to
businesses in business development, marketing and in raising capital.  Mr. Dayer
is  the  subject of an injunction obtained by the Federal Trade Commission (FTC)
in  the  U.S.  District  Court  for  the  Central  District  of  California  for
allegations  tied  to  the  fraudulent  telemarketing  of investments in Federal
Communications  Commission  (FCC)  paging  licenses  (FTC Injunction).   The FTC
Injunction  final  order  restrains  Dayer  from  "the  advertising,  promotion,
offering  for  sale  or sale of any application preparation service for licenses
issued  by  the  FCC,  any  investment,  or  any  telemarketed  product  or  any
telemarketed  service  related  in  any  way to any license issued by the FCC ."
Accordingly,  the  FCC  Injunction relates only to FCC licenses.  We believe his
activities  for  BidBay.com  were  not  in  violation  of  the  FCC  Injunction.


                                      15

<PAGE>

Section  16(a)  Beneficial  Ownership  Reporting  Compliance

The  following  persons  have  failed to file, on a timely basis, the identified
reports  required  by  section  16(a) of the Exchange Act during the most recent
fiscal  year.


--------------------------------------------------------------------------------
Name and                  Number         Transactions          Known Failures
principal                 of Late        Not Timely            To File a
position                  Reports        Reported              Required Form
--------------------------------------------------------------------------------

George Tannous,           1 (Form 3)         0                       0
Director, President,
and CEO

Yvonne Van Hoek,
Director, And             1 (Form 3)         0                       0
Vice President

Wester Cooley,
Director                  1 (Form 3)         0                       0

Fredrick Grossi,          1 (Form 3)         0                       0
Chief Financial
Officer

--------------------------------------------------------------------------------


Item  10.  Executive  Compensation

The  following  table  sets  forth certain information as to our Chief Executive
Officer  and  the  highest paid officers and directors for our last fiscal years
ended  December  31, 2001 and December 31, 2000.  No other compensation was paid
to  any  officers  or  directors  during  these  time  periods.


                           Annual Compensation Table
--------------------------------------------------------------------------------
                         Annual Compensation       Long Term Compensation
                    ----------------------------  ------------------------
                                          Other                             All
                                          Annual                           Other
                                            Com-                            Com-
                                            pen-  Restricted                pen-
                     Fiscal                 sa-   Stock   Options/  LTIP    sa-
Name      Title      Year  Salary   Bonus   tion  Awarded SARs*(#)payouts($)tion
----      -----      ----  ------   -----  ------ ------- ------- --------- ----
George    CEO,       2001  $80,000    0      0       0       0        0       0
Tannous   President  2000  $79,000    0      0       0       0        0       0
(1)       and
          Director

Yvonne    Vice       2001  $41,200    0      0       0       0        0       0
Van Hoek  President  2000  $33,458    0      0       0    44,000      0       0
(2)       and
          Director

Wester    Director   2001  $24,000    0      0       0       0        0       0
Cooley               2000   16,000    0      0       0    44,000      0       0
(2)


                                      16

<PAGE>

Fredrick  Chief      2001  $12,000    0      0       0       0        0       0
Gossi     Financial  2000        0    0      0       0       0        0       0
          Officer


(1)     The  salary  for  Mr. Tannous for the year 2001 in the amount of $80,000
was  accrued  and  not  paid.

(2)     The  options awareded to Ms. Van Hoek and Mr. Cooley during 2000 are for
the  purchase  of common shares of the Company at an exercise price of $5.00 per
share.

Item  11.     Security  Ownership  of  Certain  Beneficial Owners and Management

The  following  table sets forth as of March 27, 2002, the number and percentage
of  the  outstanding  shares of common stock which, according to the information
supplied to  BidBay, were beneficially owned by (i) each person who is currently
a  director of  BidBay, (ii) each executive officer, (iii) all current directors
and  executive  officers  of  BidBay as a group and (iv) each person who, to the
knowledge  of  BidBay is the beneficial owner of more than 5% of the outstanding
common  stock.  Except  as  otherwise  indicated, the persons named in the table
have  sole  voting and dispositive power with respect to all shares beneficially
owned,  subject  to  community  property  laws  where  applicable.


                  Name and address            Amount of              Percent
Title of class    of beneficial owner         beneficial ownership   of class(1)
--------------    -------------------         --------------------   -----------

Common Stock      George Tannous &            30,000,000 shares(2)        58.8%
                  Affiliates Inc.
                  7209 Foothill Blvd.
                  Tujunga, CA  91042

Common Stock      George Tannous              23,224,578 shares(3)        45.5%
                  7209 Foothill Blvd.
                  Tujunga, CA  91042

Common Stock      Donald Dayer                 9,800,900 shares           19.2%
                  9925 Commerce Ave.
                  Tujunga, CA  91042

Common Stock      Yvonne Van Hoek                374,000 shares            *(6)
                  7209 Foothill Blvd.
                  Tujunga, CA  91042

Common Stock      Wester Cooley                  377,500 shares            *(6)
                  7209 Foothill Blvd.
                  Tujunga, CA  91042


                                      17

<PAGE>

Common Stock      Fredrick Grossi                      0                    0
                  7209 Foothill Blvd.
                  Tujunga, CA  91042

Common Stock      All Officers and            23,976,078 shares           47.0%
                  Directors as a Group
                  that consists of four
                  people


(1)     The  percent  of  class  is  based  on 51,051,103 shares of common stock
        issued  and  outstanding  as  of  December  31,  2001.
(2)     The  shares held by George Tannous & Affiliates Inc. are voted by George
        Tannous.
(3)     Mr.  George  Tannous  holds a 60% ownership interest in George Tannous &
        Affiliates  Inc.  The  figures  noted  acknowledge  the  beneficial
        interest by Mr. Tannous  of  18,000,000  common  shares  in  BidBay.com
        held by George Tannous & Affiliates  Inc.
(4)     44,000  of  the  shares  referenced  as  belonging  to  Ms. Van Hoek are
        actually  options  to  purchase  such  shares.
(5)     44,000  of the shares referenced as belonging to Mr. Cooley are actually
        options  to  purchase  such  shares.
(6)     Percentage  is  less  than  1%.

Item  12.  Certain  Relationships  and  Related  Transactions.

Real  Estate  Leases  with  Related  Parties
--------------------------------------------

The  Company  is  renting its headquarters on a month to month basis from George
Tannous  &  Affiliates  Inc., a corporation whose majority shareholder is George
Tannous, a director and the chief executive officer of BidBay.com.  Rent paid on
the present space is $3,180 per month.  The offices are located at 7209 Foothill
Blvd.,  Tujunga,  CA  91042.  George  Tannous & Affiliates Inc. does not own the
property  but  has  occupancy  rights  in the property by virtue of a lease that
expires  March  31,  2005.  The  amount  paid by BidBay.com for the space is the
exact amount George Tannous & Affiliates Inc. is obligated for on the underlying
lease.

From  October 26, 1999 to October 25, 2000, the Company made payments related to
a  lease agreement which had George Tannous, a related party, as the lessee. The
lease agreement was for office space located in Las Vegas, Nevada. The lease was
for  one  year  beginning October 26, 1999 and ending October 25, 2000. Payments
were  scheduled  for  $795  due monthly. The Company had expensed $3,409 for the
year  ended December 31, 2000.  The lease ended on October 25, 2000, and was not
renewed.

From March 1, 2000, to February 28, 2001, the Company made payments related to a
lease  agreement  which  had George Tannous, a related party, as the lessee. The
lease  agreement  was for office space located in Tujunga, California. The lease
was  for one year beginning March 1, 2000 and ending February 28, 2001. Payments
were  scheduled  for $700 due monthly. The Company had made one lump sum payment
of $9,100 during the


                                      18

<PAGE>

year ended December  31, 2000.  The lease ended on February 28,  2001,  and  was
not  renewed.

From  April  30, 2000, to April 20, 2001, the Company made payments related to a
lease  agreement  which  had George Tannous, a related party, as the lessee. The
lease  agreement was for storage space located in Tujunga, California. The lease
was  for  approximately  one  year beginning April 30, 2000 and ending April 20,
2001. Payments were scheduled for $50 due monthly. The Company had made one lump
sum payment of $600 during the year ended December 31, 2000.  The lease ended on
April  20,  2001,  and  was  not  renewed.

From September 10, 1999, to September 9, 2001, the Company make payments related
to  a  lease agreement which had George Tannous, a related party, as the lessee.
The  lease  agreement  was  for  office  space  located in Westwood, California.
Payments  were scheduled for $3,500 due monthly for the first twelve months, and
$4,625  due  monthly for the last twelve months. The lease ended on September 9,
2001,  and  was  not  renewed.

For  properties  listed above in this section, payments were made to third party
property  owners  and  no moneys were paid to George Tannous or George Tannous &
Affiliates.   BidBay.com  has  kept  only  the  lease  described  in  the  first
paragraph under this section and allowed the others to lapse as their respective
terms  ended.  Management believes that each lease is or was on terms comparable
with  those  that  could  have  been  reached  with an unaffiliated third party.

Transactions  with  Donald  Dayer
---------------------------------

On or about November 19, 1999, the Company entered into an agreement with Donald
Dayer,  a  related  party  stockholder,  to  compensate  Mr.  Dayer for business
development  services  including, but not limited to incorporation, advertising,
marketing,  technical, site services, and user acquisition. The agreement states
that  Mr. Dayer will receive twenty-nine (29%) of all funds received, whether in
the  form  of  revenue  or  capital  investment, until $1,500,000 is paid to the
shareholder.  The $1,500,000 may be increased or decreased if both parties agree
to  the  change.  The  $1,500,000  that  may  be  paid under this contract is in
addition  to  any  money  that may be paid under the contract entered into on or
about December 31, 1999, described in the following paragraph.  The contract was
terminated  on  or about March 31, 2001.  $1,214,136 was allegedly earned by Mr.
Dayer under the contract.  Mr. Dayer has been instrumental in the development of
our  business.  In  hind  sight,  however,  management  believes  that  these
arrangements for business development could have been arranged on more favorable
terms  with  unaffiliated  third parties.  However, we do not know what terms or
arrangements  could have been obtained for like services from unaffiliated third
parties.

On or about December 31, 1999, the Company entered into an agreement with Donald
Dayer,  a  related  party  stockholder,  to  compensate  Mr.  Dayer for services
performed  in reference to raising capital pursuant to the Regulation D, Section
506 private placement offering. The agreement states that Mr. Dayer will receive
a monetary commission of


                                      19

<PAGE>

twenty five percent (25%) on all sales made by him. The contract was  terminated
on  or  about March 31, 2001.  $1,046,669 was allegedly earned  by  Mr.  Dayer
under  the  contract.   The  agreement  also  states  that  the contract may be
canceled  by  each party upon written notice.  Management believes that  these
arrangements  with  Mr.  Dayer  for  raising  money  were  on terms comparable
with  those  that could have been reached with an unaffiliated third party.

The  decision  to form BidBay.com and the development of the business plan was a
joint  effort  between  Mr. George Tannous and Mr. Donald Dayer.  George Tannous
had  the ability to put together a physical location for BidBay.com and to staff
and  manage  the  day  to  day operations of the business.  Donald Dayer had the
ability  to raise money and to promote the business in order to establish a user
base  for  the  web  site.  It  was  determined that George Tannous would be the
principal shareholder of BidBay.com.  BidBay.com then entered into two contracts
as  described  above  with  Donald Dayer.  The first contract provided Mr. Dayer
with  29% of all money raised for promoting the business and developing the user
base.  The  second  contract  provided  Mr.  Dayer with a 25% commission for all
money raised.  Mr. Dayer's involvement with BidBay.com is now limited to that of
a  shareholder  owning  19.2%  of  our capital stock, which ownership we are now
disputing.  At  December  31, 2001, Mr. Dayer had received advances in excess of
the  amounts  due  him  under  the  two  contracts  resulting in a receivable of
$171,308  due  BidBay.com  from  Mr. Dayer.  BidBay.com has been forced to bring
legal  proceedings  against  Mr. Dayer in an attempt to collect that receivable.

Legal  proceedings  brought by BidBay.com against Mr. Dayer also allege that the
contracts  were  fraudulently induced by Mr. Dayer by false representations that
he  was  licensed  to  sell  securities  and other false representations.  It is
BidBay.com's  position  that Mr. Dayer is not entitled to any compensation under
the  contracts.  At  the  present  time  it  appears doubtful BidBay.com will be
successful  in  its  attempts  to  collect  any  money  from  Mr.  Dayer.

Transactions  with  George  Tannous
-----------------------------------

Mr.  Tannous  has  made  various  loans  to  BidBay.com to cover expenses during
periods  of  cash  shortages.  At  December 31, 2001, the net amount owed to Mr.
Tannous  or  to  George  Tannous & Affiliates, Inc., taking into account all his
transactions,  total  in  the  aggregate  $2,637,157.

During  our  Regulation  D,  Section 506 private placement offering, the Company
received  proceeds from approximately seventy non-accredited investors in excess
of  the  allowed  numbers.  The  Company gave these investors the option to have
their  money  refunded  or  to  purchase common stock from Mr. George Tannous or
George  Tannous  & Affiliates. These non-accredited investor proceeds of $80,500
and  $202,674  were  reclassified  to  related party payable for Mr. Tannous and
George  Tannous  &  Affiliates,  respectively.


                                      20

<PAGE>

Mr. Tannous has obtained from the Company a franchise to develop an Auctiondiner
Caf .  The terms and conditions of the franchise arrangement are the same as the
Company  would  extend  to  any  outside  third  party.

Transactions  with  Promoters
-----------------------------

Mr. Tannous and Mr. Dayer discussed above were the two promoters of our Company.
Mr. Tannous originally acquired 10,000,000 shares of our common stock at a price
of $0.001  per share.  Mr. Tannous provided services valued at $10,000 for these
shares.  In  addition,  Donald  Dayer  acquired  10,000,000 shares of our common
stock at a price of $0.001  per share at the inception of BidBay.com.  Mr. Dayer
also  provided services valued at $10,000 for these shares.  Mr. Tannous and Mr.
Dayer  working  together  originated the idea for BidBay.com.  Pre-incorporation
activities  included  all investigation and research about systems and processes
needed  to create and implement an online auction site.  Each invested 200 hours
valued at $50.00 per hour in these activities for total consideration of $10,000
each.  The  other  30,000,000  in  common  shares  issued  at  the  inception of
BidBay.com  was  issued to George Tannous & Affiliates Inc. at a price of $0.001
per  share  and  was  paid  for  by website software valued at $11,000 that was
contributed to BidBay.com and by services rendered to BidBay.com.  Mr. George
Tannous  owns  60%  of  George  Tannous  &  Affiliates  Inc.

Transactions  with  related  corporations
-----------------------------------------

During  the  fiscal  year  ended  December  31,  2001,  BidBay.com  entered into
contracts  with  BidbayEurope.com  Inc.,  a  Nevada  corporation,  and  with
BidbayAustralia.com  Inc.,  a  Nevada  corporation  pursuant to which BidBay.com
would  provide $1,000,000 in consulting services to each company for website and
business  development.  Both  companies  are  related to BidBay.com in that each
officer  and  director  of the two companies is also an officer or a director of
BidBay.com.  Also,  all  shareholders of the two companies are also shareholders
of  BidBay.com.  During the fiscal year ended December 31, 2001, these companies
made  advance  payments  to  BidBay.com under their contracts totaling $550,480.
BidBay.com has paid $1,000 in expenses for the two companies leaving a balance
of $549,480.

Transaction  with  Director
---------------------------

On  February 12, 2002, BidBay.com entered into a memorandum agreement with
Wester Cooley, a director of the Company, for the sale by the Company to Mr.
Cooley of a  search  engine  called  Askgt.com that had been developed by
BidBay.com.  Mr. Cooley  agreed  to  pay  $2,000,000  for  the  search  engine
payable in weekly installments  of  $50,000.  The Company has agreed to host
the search engine for no additional charge for up to six months from the date
of contract.  Management believes  it  could  not  have  obtained  better
terms  for  the  sale from any independent  third  party.  The parties will
enter into a definitive agreement for the sale.  In the mean time, Mr. Cooley
has agreed to commence making the monthly payments.


                                      21

<PAGE>

                                     PART IV

Item  13.  Exhibits  and  Reports  on  Form  8-K

Exhibits
--------

Exhibit No.

    3.1     Articles  of  Incorporation(1)
    3.2     By-Laws(1)

(1)  Previously  filed  as  an exhibit to the Company's Form SB-2 on January
     16, 2001.

Reports  on  Form  8-K
----------------------

None


                                      22

<PAGE>

                                   SIGNATURES

In  accordance  with  Section  13  or  15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


                              BidBay.com,  Inc.,  a  Nevada
                              corporation

                              By: /s/ George Tannous
                                  ---------------------------------
                                  George Tannous
                                  Principal Executive Officer

                              Date:  March 28, 2002

In  accordance  with  the Exchange Act, this report has been signed below by the
following  persons  on behalf of the registrant and in the capacities and on the
dates  indicated.


                                  /s/ George Tannous
                                  ---------------------------------
                                  George Tannous
                                  Director
                                  Principal Executive Officer
                                  Principal Accounting Officer
                                  March 28, 2002


                                  /s/ Yvonne Van Hoek
                                  ---------------------------------
                                  Yvonne Van Hoek
                                  Director
                                  March  28,  2002


                                  /s/ Wester Cooley
                                  ---------------------------------
                                  Wester Cooley
                                  Director
                                  March 28, 2002


                                  /s/ Fredrick Grossi
                                  ---------------------------------
                                  Fredrick Grossi
                                  Principal Financial Officer
                                  March 28, 2002