UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

(Mark One)

   [X] Annual report under Section 13 or 15(d) of the Securities Exchange Act of
1934 for the fiscal year ended December 31, 1999

   [ ] Transition  report under Section 13 or 15(d) of the  Securities  Exchange
Act of 1934 (No fee required) for the transition period from to

         Commission file number: 0-27919
                                 -------

                                e-bidd.com, Inc.
                                ----------------
                 (Name of Small Business Issuer in Its Charter)


           Minnesota                                     410951123
          -----------                                   ----------
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
Incorporation or Organization)


       555 West Hastings Street, Suite 800, Vancouver, B.C., Canada V6B4N5
 -------------------------------------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

                                 (888) 777-0658
                                 ---------------
                (Issuer's Telephone Number, Including Area Code)

Securities registered under Section 12(b) of the Exchange Act:

      Title of Each Class             Name of each Exchange on Which Registered
      -------------------             -----------------------------------------
 Common Stock ($0.001 Par Value)                        None
Preferred Stock ($0.001 Par Value)

Check whether the issuer:  (1) 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.

                                    Yes   X                   No
                                        -----

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B 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 [X].

The issuer's total revenues for the year ended December 31, 1999, were $0.

The aggregate  market value of the registrant's  Common Stock,  $0.001 par value
(the only  class of voting  stock),  held by  non-affiliates  was  approximately
$17,786,417  based on the average  closing  bid and asked  prices for the Common
Stock on March 31, 2000.

 On April 4, 2000, the number of shares  outstanding of the registrant's  Common
Stock, $0.001 par value (the only class of voting stock), was 36,770,778 .


<PAGE>







                                TABLE OF CONTENTS

                                                                        Page No.
                                     PART I

Item 1.       Description of Business..........................................1

Item 2.       Description of Property Management's Discussion and
              Analysis or Plan of Operation...................................10

Item 3.       Legal Proceedings...............................................10

Item 4.       Submission of Matters to a Vote of Security Holders.............10

                                     PART II

Item 5.       Market for Common Equity and Related Stockholders...............11

Item 6.       Management's Discussion and Analysis or Plan of Operation.......12

Item 7.       Financial Statements............................................14

Item 8.       Changes in and Disagreements with Accountants...................15


                                    PART III

Item 9.       Directors, Executive Officers, Promoters and Control Persons;
              Compliance with Section 16(a) of the Exchange Act...............15

Item 10.     Executive Compensation ..........................................16

Item 11.     Security Ownership of Certain Beneficial Owners and Management...17

Item 12.     Certain Relationships and Related Transactions...................17

Item 13.      Exhibits and Reports on Form 8-K................................18





<PAGE>



                                     PART I

Forward-Looking     Statements.    This    Registration    Statement    includes
"forward-looking  statements."  Forward  looking  statements  contained  in this
registration  statement are based on management's beliefs and assumptions and on
information  currently  available  to  management.   Forward-looking  statements
include  statements in which words such as "expect,  "  "anticipate,"  "intend,"
"plan," "believe," "estimate," "consider," or similar expressions are used.

You should not construe any  forward-looking  statement as a guarantee of future
performance.  These  statements  inherently  involve  risks,  uncertainties  and
assumptions.  The future  results and  stockholder  values may differ from those
expressed  in these  forward-looking  statements,  and those  variations  may be
material and adverse. Many factors that will affect these results and values are
beyond our ability to control or predict.

ITEM 1.       DESCRIPTION OF BUSINESS

A.       Corporate Organization

As used herein the terms "e-bidd" and "e-bidd.com" refers to e-bidd.com, Inc., a
Minnesota  corporation,  its subsidiaries and  predecessors,  unless the context
indicates otherwise.  Investors should be aware that a potential conflict exists
between e-bidd and another totally  separate and unrelated  company by a similar
name, www.Ebid.com, that also operates as an Internet auction site. E-bidd is in
the process of changing its name to resolve this potential conflict.

E-bidd  has had  several  previous  names in the  past  including:  Image  Photo
Systems,  Inc., AJA Merchant  Banking  Corporation,  Cyberguides  International,
Inc.,  Digital  Reporting,  Inc., and Port Industries,  Inc. Although e-bidd was
initially formed to conduct any lawful activity,  it is specifically  engaged in
the business of operating a live,  online,  Internet  auction site and licensing
Auction and Ad Serving Software.

E-bidd was  originally  incorporated  in Minnesota on November 27, 1968, as Port
Industries,  Inc.,  and  operated as a real  estate  development  company.  Port
Industries,  Inc. commenced bankruptcy proceedings under Chapter XI in May, 1974
and emerged from bankruptcy in April,  1976. As a result of the bankruptcy,  all
assets were distributed and the debtor's rights were formally  discharged.  Port
Industries, Inc. remained inactive from 1976 until 1994.

On March 1, 1994, Port Industries, Inc. entered into an agreement of merger with
Digital  Reporting,  Inc.,  a Delaware  corporation,  engaged in the business of
corporate acquisitions.  Upon the effective date of the merger, Port Industries,
Inc.  issued 720 shares (1,800 shares prior to stock splits) of its common stock
in exchange for all of the outstanding shares of Digital Reporting,  Inc., whose
operations  were  nominal  since its  inception,  and became the sole  surviving
corporation under its post-merger name, Digital Reporting, Inc.

In September  1997,  Digital  Reporting,  Inc.  acquired all of the  outstanding
common  shares  Cyberguides  International,  Inc.,  a Delaware  corporation,  in
exchange for 3,500 restricted shares of Digital Reporting,  Inc.'s common stock.
Accordingly,   Digital   Reporting,   Inc.   changed  its  name  to  Cyberguides
International,  Inc. and operated a web page on the  Internet  that  contained a
database   of  general   information   about   public   companies.   Cyberguides
International,  Inc. then merged with Corp Reports.com whose principal  business
activity was similar to that of Cyberguides  International,  Inc., the operation
of a web page in the early days of the  Internet  that  contained  a database of
public companies annual reports.

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In  February,  1998 A.J.  Alda &  Associates  acquired  a majority  interest  in
Cyberguides  International,  Inc. by purchasing  approximately  1,140 restricted
common  shares  of its  stock.  Mr.  A.J.  Alda  was  then  appointed  director,
president, and chief executive officer of Cyberguides International,  Inc. which
changed its name to AJA Merchant  Banking  Corporation  and operated as a public
merchant  banking  corporation.  AJA Merchant Banking  Corporation,  also in the
business of corporate acquisitions, entered into preliminary negotiations with a
printed circuit board manufacturer in the Minneapolis - St. Paul, Minnesota area
to build a  prototype  circuit  board but  failed to reach  the  development  or
production stage.

On December 4, 1998, AJA Merchant Banking  Corporation changed its name to Image
Photo  Systems,  Inc. and began  developing 3D picture  viewers for kids.  Image
Photo Systems,  Inc. developed a prototype 3D picture viewer, but failed to make
it to the manufacturing,  production,  or sales stage. In 1999, the officers and
directors associated with the acquisition of Image Photo Systems, Inc. resigned.
In July, 1999 Image Photo Systems, Inc., under a team of new management, entered
into an  Agreement  with  Laurier  Limited,  whereby  it  acquired  its  current
operations  as an Internet  auction  site and licensor of Auction and Ad Serving
Software and Laurier  Limited  received  10,000,000  restricted  shares of Image
Photo Systems,  Inc. stock. In September 1999, Image Photo Systems, Inc. changed
its name to e-bidd.com, Inc.

B.       Description of Business

E-bidd's  business  consists of an  Internet-based  auction  site and  licensing
Auction  and Ad Serving  Software.  E-bidd's  products  include  Auction  and Ad
serving  Software  which it sells through  licensing  agreements  and a website,
Banner-Auctions.com.,  upon which e-bidd  intends to feature its software and to
operate as live,  online,  Internet  website that  auctions  advertising  space.
E-bidd hopes that  banner-Auctions.com  and its  software  will create an online
media marketplace offering person-to-person and business-to business e- commerce
services for the buying and selling of premium advertising space.

Accordingly,  Banner-Auctions.com  intends on hosting  real-time  Internet-based
auctions  that  provide  media  buyers and  sellers  with an online  exchange of
advertising  space at market  driven  prices.  The site is  intended to generate
traffic to consumer  "lots," which act as a customer's  inventory of their items
for sale,  thereby  allowing media buyers to save on quality  advertising  space
while publishers gain access to new buyers. Internet auctions are defined as the
person-to-person  exchange (ie, collectibles,  antiques and other used goods) of
unwanted,  unused  products  or  inventory;  the  business-to-business  exchange
(computer and business  products,  travel,  apparel,  and  automobiles)  through
online  communication  channels (1 to 1,  1-to-many,  many-  to-1) and  computer
applications  (directories,  catalogs,  online  auctioneering)  for  a  specific
community of practice.

Collectively,    person-to-person,    business-to-business    exchange,   online
communication  channels,  and computer  applications create a construct recently
coined as "infomediaries". Essentially, "infomediaries" sell information about a
market and create a platform upon which buyers and sellers can do business.

Initially,  infomediaries were mainly a consumer  phenomenon,  typified by early
Internet successes such as Yahoo,  Amazon.com,  and E-Bay, an auction site. Many
Internet   researchers  now  believe  that  perhaps  the  most  influential  and
profitable Internet companies will be  business-to-business  infomediaries which
have the ability to re-organize entire industries.

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Through the operation of its website, Banner-Auctions.com and use of its Auction
and Ad Serving Software, e-bidd intends to act as an infomediary that provides a
unique online market to ensure fair,  equitable and  reasonable  prices for both
buyers and  sellers  in online and  traditional  advertising  mediums.  E-bidd's
auction  format is intended to allow both buyers and sellers to receive the best
possible  price for this  space.  This  auction  format will also offer a single
source for all types of media: Online, Broadcast, Print, and Out-of-home.

The  material  risks  that are  apparent  to  e-bidd  and its  shareholders  are
primarily that it has yet to produce a product. E-bidd's website should be fully
functioning and open (as an auction facility focused on the advertising industry
and  complemented  by a banner auction  facility)  within the next few weeks. In
fact, e-bidd intends to launch its general media Internet supersite on April 24,
2000. The launch of this supersite will be intended by e-bidd to be Phase 1 of a
multi-phased  sequence that will see the unfolding of e-bidd's extended business
model.  E-bidd plans that the general media supersite will be geared towards the
business of selling  conventional media advertising space,  online  advertising,
advertising agency services and public relations services via this site. Clients
will be able to  access  a host of  services  via the  supesite,  including  the
purchase  of radio and  television  advertising  time in 10 major U.S.  markets,
creative  advertising  services  and  public  relations  services  that cater to
financial,  technology  and  real  estate  clients.  Subsequent  phases  will be
intended to usher in the ability to buy media  online in a larger  selection  of
markets, online banner advertising,  added interactivity  functions, and a range
of other content and media related  services for registered  users.  The risk to
shareholders  is that the launch of this website  does not occur as  anticipated
and that the  software  that these  websites  will  feature may be  perceived as
having a limited life.

C.       The Market

While there is a scattered  presence of e-auction  sites,  there is a lag in the
development  of  online  media  marketplaces  offering  a   business-to-business
e-commerce service for buying and selling premium ad space. Consequently, e-bidd
intends to launch high value  content,  services,  and  e-commerce  applications
targeting  the  untapped  advertising   auctioneering  market  by  gaining  name
recognition.

It is important to note  however,  that one of the key  assumptions  of e-bidd's
corporate strategy (described below) is that increasing membership,  followed by
encouraging members to post "lots" (a inventory database of a member's items for
sale),  is a key source of content  attractiveness  that will drive consumers to
support e- bidd.com as a destination  of choice.  Other key factors  influencing
how fast revenues may grow are:

          a)   Member Loyalty / Attracting Members:

               E-bidd  intends to achieve  critical  mass by driving  membership
               churn and usage  rates.  For  example,  the more e-bidd  promotes
               personal  relationships between members through online discussion
               forums,  the more loyal the  members  are likely to become to the
               community. This increases member contribution in community forums
               and desire for continual participation.

               Additionally,  there  are no  membership  fees  for any  party to
               become a member  or to  maintain  their  membership  on  e-bidd's
               website.  The only fees that occur are  through  the  transaction
               process  (ie. the buying  and/or  selling) of  advertising  space
               itself.

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<PAGE>


          b)   Member Profiles:

               Member profiles play a critical role in generating economic value
               for the community by fueling:

                  o        Target   Advertising  which  attracts  key  corporate
                           clients and partners that in turn  strengthens  click
                           through rates and draws in even more advertisers;

                  o        Vendor  Migration which draws in additional  vendors,
                           increases transaction activity that in turn increases
                           advertising activity;

                  o        Repeat Cycles:  While the interaction of members with
                           advertisers  and vendors  generates  even more member
                           profiles, this begins the cycle all over again.

          c)   Content Attractiveness:

               The  more  members  e-bidd.com  has,  the more  member  generated
               content it is likely to accumulate  and thus, the more members it
               is likely to attract. Over time, browsers become builders,  users
               and  buyers.  E-bidd  intends  to create a  dynamic  link in this
               cycle.  Builders are those members who are most passionate  about
               the community and most active in contributing content.  Users are
               people who spend their time in the community  other than browsers
               but who neither contribute  significantly to content nor actively
               purchase  products  or  services.  Buyers are those  members  who
               actively  purchase  products  or  services  and  are  significant
               drivers  of  advertising   revenue.   E-bidd's  challenge  is  to
               understand  in  detail  the  economic  role  and  economic  value
               contributed by each member and to be creative in identifying ways
               to enhance this contribution over time.

          d)   Transaction Offerings:

               First,  as the range of products and  services  offered by e-bidd
               increases,   the  more  likely  members  are  to  participate  in
               e-bidd.com's   community,   while  the  members  already  in  the
               community  typically  develop  greater  willingness  to engage in
               transactions.  In turn,  these  developments  should increase the
               attractiveness  of the  community  to vendors,  which should draw
               more  vendors and  increase  the number of products  and services
               available  for  sale.  Second,  the more  products  and  services
               offered  by e-bidd  should  lead to an  increase  in  transaction
               activity.

D.       Corporate Strategy

E-bidd has identified three immediate  opportunities for development to fill the
market  niche  described  above for  person-to-person  and  business-to-business
e-commerce which are as follows:

          1)   Branding and e-commerce Platform Initiatives:

               Through  branding and  e-commerce  platform  initiatives,  e-bidd
               believes it will become the live online Internet  auction site of
               choice for providing  fast,  efficient and reliable  information.
               Through its website,  Banner-Auctions.com,  e-bidd will act as an
               open database  that should enable  clients to easily set up their
               corporate   profile  and  details  to  conduct   online   auction
               transactions.  In effect,  e-bidd  intends to provide a graphical
               user  interface  that the client's  customers can use to purchase
               goods over the Internet. As a result, e-bidd hopes to:

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<PAGE>


                    o    enable  merchants  to  accept  information  online in a
                         secure format;

                    o    offer  clients  an  extremely  inexpensive  system  for
                         implementation;

                    o    provide  transaction data to the client for clearing on
                         e-bidd's system; and

                    o    bring third party  reporting and billing to both buyers
                         and sellers.

          2)   Aggregating Members by Linking Virtual Communities:

               By aligning with a dynamic virtual  community where consumers can
               communicate  freely,   contribute  content,  and  share  positive
               experiences, e-bidd intends to create a substantial international
               database.  E-bidd may be able to subsequently  sell this database
               at a premium  since it would be  valuable  to  global  companies,
               organizations,  and Internet portals  interested in capturing the
               interest and  purchasing  power of targeted  demographic  groups.
               E-bidd is  presently  engaged  in  discussions  with an  emerging
               virtual community for alignment purposes.

          3)   Fostering Corporate Relationships and Developing Multiple Revenue
               Streams:

               Hopefully,  the  opportunity  to create  lateral  synergies  with
               corporations  and  organizations  will  provide  e-bidd an income
               stream  through   sponsorships,   banner  advertisements  and  e-
               commerce opportunities.

               E-bidd  intends to embark upon a thorough  cycle of due diligence
               to form strategic  partnerships  and  advertising  synergies with
               corporations,   online  search  portals  and  organizations  with
               revenue  enhancing  opportunities.  Potential  examples  of  such
               relationships include:

                    o    Banner ads and polling initiatives (since companies pay
                         per  impression  to acquire  consumer  preference  data
                         sponsorship synergies and lateral promotional campaigns
                         will produce  multiple revenue streams while extracting
                         economic value from services rendered to them);

                    o    Full-scale e-commerce system development:  by providing
                         template  cataloging,  auctioning,  on-the-fly shopping
                         promotions,   full   transaction   processing,   online
                         neighborhood  bartering,  and a  virtual  mall,  e-bidd
                         hopes to develop additional income streams.

On November 12, 1999,  e-bidd  entered into an agreement  with a related  party,
Meir Kahtan, Public Relations, a division of Miller Advertising Agency, Inc. The
agreement will provide  e-bidd with  promotional  and business  consulting and a
public relations  campaign.  Meir Kahtan's team intends to identify  promotional
opportunities and news coverage for e-bidd's activities, acquisitions, strategic
alliances,  and emergance in online media auctions.  An advertising  campaign to
support the public relations process is also expected to be subsequently created
and  performed.  For more  information  on this  agreement,  please  see ITEM 12
"Certain Relationships and Related Transactions" on page 15 of this Form 10-KSB.

                                        5


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E.       Competition

The   market   for   live   online   auctions   among    person-to-person    and
business-to-business  trading  over the  Internet is new,  rapidly  evolving and
intensely  competitive,  and e-bidd  expects  competition  to  intensify  in the
future.  Barriers to entry are relatively  low, and current and new  competitors
can  launch new sites at a  relatively  low cost  using  commercially  available
software.

E-bidd directly  competes with a company by the name of  Adauction.com  which is
currently  the  dominate  online  "ad  auctioneer."   Adauction.com  provides  a
business-to-business   e-commerce   service  for  buying  and   selling   media.
Adauction.com  reported  more than 3,500  media  buyers  registered  to purchase
inventory through its web site.  Presently  completing a $15 million  financing,
Adacution.com is a venture capital company funded by Lehman Brothers - New York,
and is considered the top branded,  privately held, web and print Media Conveyor
for this evolving niche market segment.

Consequently,  e-bidd's  response is to target small to medium sized businesses;
aggregate users through virtual communities, and pursue partnering relationships
with solution  vendors whose  products and services will be greatly  extended in
the marketplace via e-bidd's applications.

It is important to note that e-bidd also currently or potentially  competes with
a number of other  companies.  Its indirect  competitors  include various online
person-to-person auction services,  including Yahoo!, Auctions Powered by Onsale
and Excite, Inc., both of which are free to sellers and buyers, Auction Universe
and a number of other small  services,  including  those that serve specialty or
regional  markets such as  CityAuction.  E-bidd also  competes  indirectly  with
business-to-consumer  online  auction  services such as Onsale,  First  Auction,
Surplus Auction and uBid. A number of traditional  auction companies,  including
Butterfield & Butterfield and Sotheby's, are offering or have announced plans to
create Internet auction sites.

E-bidd  also  potentially  faces  competition  from a  number  of  large  online
communities  and services that have expertise in developing  online commerce and
in facilitating  online  person-to-person  interaction.  Some of these potential
competitors,  including Amazon.com,  AOL, Lycos, Inc. and Microsoft Corporation,
currently  offer   business-to-consumer   trading  services  and  classified  ad
services. Some of these companies also may introduce person-to-person trading to
their  large  user   populations.   Other  large  companies  with  strong  brand
recognition and experience in online commerce, such as Cendant Corporation, QVC,
USA Network and large newspaper or media companies,  also may seek to compete in
the online auction market.

In order to respond to changes in the competitive environment,  e-bidd may, from
time to time, make pricing,  service or marketing decisions or acquisitions that
could  harm  its  business.  New  technologies  may  also  increase  competitive
pressures on e-bidd by enabling its  competitors  to offer a lower cost service.
Some Web- based  applications  that direct Internet  traffic to certain websites
may channel  users to trading  services  that compete with e-bidd.  In addition,
companies  that control  access to  transactions  through  network access or Web
browsers could promote  competitors of e-bidd or charge it substantial  fees for
inclusion.

F.       Description of Technology

E-bidd has  successfully  purchased  the  worldwide  rights to Internet  Auction
Software and Internet Ad Management Software. E-bidd will use this technology to
produce  online   niche-market   services  and  applications   catering  to  the
auctioneering  market segment.  E-bidd's first application of this software will
be its Banner-Auctions.com site.

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E-bidd's software features both  auctioneering  and ad serving  technology.  For
example,  e-bidd's  software  has an ad cache  busting  feature  to  insure  the
maximizing of inventories.  The auction software also features a powerful e-mail
databasing of clients to help maintain traffic.

         Cache Busting Technology:

         E-bidd's  ad  serving  code  utilizes  JavaScript,   which  allows  the
         administrative  site to write to client's HTML pages,  giving the ads a
         new cache number each time a page is loaded.  This technology will void
         any  image  caching  the end  user  may be  using  and can  effectively
         increase ad inventory of the client's site.

         The cache busting  feature is a backwards  compatible  Javascript  that
         ensures  "browsers"  (netscape and IE versions 4 and up) do not "cache"
         (get  stored on the hard  drive).  When a typical  banner  exchange  is
         surfed,  that  banner is stored on the user's hard drive in "cache." If
         the web surfer  goes back to this page  (either by link or via the back
         button) they will see the same ad they viewed last time. However,  with
         e-bidd's  Javascript  a new ad is  loaded  from  e-bidd's  website  for
         maximum ad placement  ability.  The cache busting  feature will benefit
         e-bidd and its  customers.  Traditionally,  without  the cache  busting
         feature,  whenever a new page is  brought up on a website  and the user
         pushes the back  button to see the  previous  page the same banner will
         appear repeatedly.  However, with the cache busting feature, e-bidd can
         guarantee  controlled  rotation  of the ads a user sees when  using the
         back button. Hence, the cache busting feature will increase advertising
         and click through rates for e-bidd.com and its clients.

         Guaranteed  rotation  means  guaranteed  exposure to our clients  which
         gives  them  more  banner-ad  views.  Being  one of the few  ad-serving
         companies offering this service allows our customers more click through
         or  expanded  banner  ad  potential.  For  example,  Double  Click  has
         banner-ad  serving  software  called  "DART"  which  does  not have the
         guaranteed  rotation feature.  E-bidd.com's  software is more effective
         than DART  because  e-bidd.com's  software  can  guarantee  rotation of
         banners by "busting  the cache" which  results in increased  page views
         for e-bidd.com's clients.

         Integration:

         E-bidd's Ad Serving  Software has been coded with  integration in mind.
         This means that it can be integrated into other banner exchanges.  This
         is an integral  feature,  as ad  auctioning  rivals get a great deal of
         their sales (and ad inventory) from banner exchange sites. Instead of a
         client  inserting the typical image and link code onto their site,  the
         client  will  place  e-bidd's  scripts,  creating  two layers of banner
         exchanging.

         This  ability will allow  e-bidd to easily  audit  statistics  and keep
         track of how the site is showing  the buyer's  banners.  This will also
         allow the e-bidd to compare  statistics with the seller's site and make
         sure that there are not any discrepancies,  ultimately  creating a fair
         and reliable way of reporting ad campaign statistics.

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<PAGE>



         Advanced Tracking, Fraud Busting and Statistics:

         The Ad Servicing  Software  keeps a wide range of business  statistics.
         This will ensure that the banners are not being  requested en mass from
         the same IP number (same person) and that the times and dates of banner
         requests  from IP numbers are  appropriate.  Essentially,  the software
         makes  it  increasingly  difficult  to  engineer  a site  to  get  more
         click-throughs or exposures than they deserve.

         Control:

         The seller of banners (web publisher) will be able to easily verify the
         validity of a buyer's banner to make sure it is  appropriate  for their
         site. The web publisher will be able to reject a banner if they deem it
         to be inappropriate.

         Customized Profiles:

         The  software  features  customized  profiles  for buyers and  sellers,
         allowing them to get to know each other a little better before deciding
         on a sale.

         Multiple Ads:

         The software has the ability for the buyer to display  multiple banners
         per  campaign  and to compare  the  statistics  of the  banners to each
         other.  This allows  buyers to decide  which type of  advertisement  is
         working best for them.

         Advanced E-mail Manager:

         Future  advancements  to the software  will include a fully  integrated
         e-mail  manager,  allowing  for  announcement  lists for clients and to
         notify the user base of important changes, deals, and features.

         Server Technology:

         E-bidd will be running the ad serving  software on a dedicated  server,
         allowing for maximum load usage and bandwidth. The software was created
         in Perl and the webserver will be running Apache with Mod_Perl.  Apache
         is the most  popular  webserver on the  Internet,  with over 60% of all
         websites running Apache. It is efficient, popular, and secure. Mod_Perl
         is an extension for Apache that allows it to cache Perl CGI files. This
         will allow Perl scripts to execute  20-50% faster,  greatly  decreasing
         the load on the host server.

         Scaleable Database Technology:

         E-bidd is using mySQL as a database  server.  (SQL =  Structured  Query
         Language).  SQL is the most widely used database language in the world,
         with the portability of Perl scripts to accessing mySQL, e-bidd will be
         able to change over to a more extensive database if the need arises.

                                        8


<PAGE>



         Security:

         E-bidd will provide the server with maximum  security.  For credit card
         transactions, e-bidd will use Apsache's SSL layers. E-bidd will also be
         utilizing an established  merchant  account solution for Internet based
         commerce transactions.

         Testing of Technology:

         In  September,  e-bidd  commenced  Alpha  Testing of its Auction and Ad
         serving  Software.  Epic Eye, a  California  based  private  company is
         performing  the Alpha  Testing.  Beta  Testing of the Auction  Software
         commenced October 1, 1999, once completed e-bidd's first application of
         this software will be on its banner-Auctions.com  website.  E-bidd's Ad
         Serving Management Software,  has been successfully tested by Epic Eye.
         This  software is now being  readied for licensing and for internal use
         on Banner-Auctions.com.

G.       Regulatory Overview  (New and Existing Regulation of the Internet)

E-bidd is subject to the same federal,  state and local laws as other  companies
conducting  business  on the  Internet.  Today  there  are  relatively  few laws
specifically  directed towards online services.  However,  due to the increasing
popularity and use of the Internet and online services, it is possible that laws
and regulations will be adopted with respect to the Internet or online services.
These laws and  regulations  could cover issues such as online  contracts,  user
privacy, freedom of expression,  pricing, fraud, content and quality of products
and  services,   taxation,   advertising,   intellectual   property  rights  and
information  security.  Applicability to the Internet of existing laws governing
issues such as property  ownership,  copyrights and other intellectual  property
issues, taxation, libel, obscenity and personal privacy is uncertain.

In  addition,  numerous  states,  including  the State of  Washington,  in which
e-bidd's principal place of business is located,  have regulations regarding the
manner in which  "auctions" may be conducted and the liability of  "auctioneers"
in conducting such auctions.  No legal  determination has been made with respect
to the  applicability  of the  State of  Washington's  regulations  to  e-bidd's
business to date and little  precedent  exists in this area.  One or more states
may attempt to impose these  regulations upon e-bidd in the future,  which could
harm e-bidd's  business.  Several  states have proposed  legislation  that would
limit the uses of personal user  information  gathered  online or require online
services to establish privacy policies.

The Federal Trade  Commission  has also recently  started a proceeding  with one
online service  regarding the manner in which personal  information is collected
from  users and  provided  to third  parties.  Changes to  existing  laws or the
passage of new laws intended to address these issues could  directly  affect the
way e-bidd does business or could create  uncertainty in the  marketplace.  This
could  reduce  demand for the  services of e-bidd or increase  the cost of doing
business as a result of litigation costs or increased service delivery costs, or
could otherwise harm e-bidd's business.  In addition,  because e-bidd's services
are  accessible  worldwide,  and  e-bidd  facilitates  sales  of  goods to users
worldwide,  foreign  jurisdictions  may claim that  e-bidd is required to comply
with their  laws.  In some  jurisdictions,  e-bidd  will be  required to collect
value-added  taxes on its fees.  E-bidd's  failure to comply with  foreign  laws
could subject it to penalties  ranging from fines to bans on e-bidd's ability to
offer its services.

                                        9


<PAGE>



H.       Reports to Security Holders

E-bidd's annual report will contain audited financial statements.  E-bidd is not
required  to  deliver  an  annual  report  to  security  holders  and  will  not
voluntarily deliver a copy of the annual report to the security holders.  E-bidd
intends to, from this date forward, to file all of its required information with
the Securities and Exchange Commission  ("SEC").  Prior to this form being filed
there were not other forms filed. E-bidd plans to file its 10KSB, 10QSB, and all
other forms that may be or become applicable to e-bidd with the SEC.

The public may read and copy any materials that are filed by e-bidd with the SEC
at the SEC's Public Reference Room at 450 Fifth Street, N.W.,  Washington,  D.C.
20549.  The  Public  may  obtain  information  on the  operation  of the  Public
Reference  Room by calling the SEC at  1-800-SEC-0330.  The statements and forms
filed by  e-bidd  with the SEC  have  also  been  filed  electronically  and are
available for viewing or copy on the SEC maintained  Internet site that contains
reports,  proxy and  information  statements,  and other  information  regarding
issuers that file  electronically  with the SEC.  The Internet  address for this
site can be found at  http://www.sec.gov.  Additional  information  can be found
concerning    e-bidd   on   the    Internet    at    http://www.ebidd.com    and
http://www.Banner-Auctions.com.

ITEM 2.      DESCRIPTION OF PROPERTY

E-bidd used to be headquartered at 600 University Street,  Suite 2424,  Seattle,
Washington  98101 where it used to lease office space for $2,000 per month until
December 31, 2001.  E-bidd has canceled this lease and moved its headquarters to
555 West Hastings Street, Suite 800, Vancouver,  B.C. V6B 4N5. E-bidd leases its
Vancouver  office  facility  which contains  approximately  1,500 square feet of
office  space on a  month-to-month  basis for $2,700  dollars per month.  E-bidd
believes  that this facility is generally  suitable and adequate to  accommodate
its current operations and that such facility is adequately insured.

ITEM 3.       LEGAL PROCEEDINGS

E-bidd is currently not a party to any pending legal proceedings.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

During  the year  1999,  the  e-bidd  did not  submit  any  matters to a vote of
security holders through the solicitation of proxies or otherwise.

                      [THIS SPACE LEFT BLANK INTENTIONALLY]

                                       10


<PAGE>



                                     PART II

ITEM 5.    MARKET FOR COMMON EQUITY AND RELATED  STOCKHOLDER MATTERS

E-bidd's  common stock is  currently  traded on the Pink Sheets under the symbol
"BIDD".  In an effort to regain  its  listing on the Over The  Counter  Bulletin
Board,  e-bidd has submitted its Form 10-SB to the SEC and although effective by
operation of law,  ebidd's Form 10-SB  remains  subject to comment from the SEC.
Upon clearing  comments from the SEC,  e-bidd expects to be re-listed on the OTC
BB shortly thereafter.

The table  below sets forth the high and low sales  prices for  e-bidd's  Common
Stock  for  each  quarter  of  1998  and  1999.  The  quotations  below  reflect
inter-dealer prices, without retail mark-up, mark-down or commission and may not
represent actual transactions:

              Quarter        High          Low
              -------        ----          ---
       1998   First          2.5625        .6875
       ----   Second(1)      1.1875        .31
              Third           .8675        .13
              Fourth          .30          .12


              Quarter        High          Low
`             -------        ----          ---
       1999   First(2)       .33           .027
       ----   Second(3)      .046875       .022
              Third(4)       8.625         .035
              Fourth         2.63          .252


Record Holders

As of March 31,  2000,  there  were  approximately  304  shareholders  of record
holding a total of 36,770,778  shares of Common Stock. The holders of the Common
Stock are  entitled  to one vote for each  share  held of record on all  matters
submitted  to a vote  of  stockholders.  Holders  of the  Common  Stock  have no
preemptive  rights and no right to  convert  their  Common  Stock into any other
securities. There are no redemption or sinking fund provisions applicable to the
Common Stock.



(1) On May 31, 1997, e-bidd's common stock reverse split on a one to four basis.

(2) On March 24,  1999,  e-bidd's  common  stock  reverse  split on a one to ten
basis.

(3) On April 5, 1999,  e-bidd's  common stock reverse split on a one to ten
basis.

(4) On July 8, 1999, e-bidd's common stock reverse split on a one to one hundred
basis.

                                       11


<PAGE>


Dividends

E-bidd  has not  declared  any  cash  dividends  since  inception  and  does not
anticipate  paying any  dividends  in the  foreseeable  future.  The  payment of
dividends is within the  discretion of the Board of Directors and will depend on
e-bidd's earnings, capital requirements, financial condition, and other relevant
factors.  There are no restrictions that currently limit e-bidd's ability to pay
dividends on its Common Stock other than those  generally  imposed by applicable
state law.

ITEM 6.    MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

A.   Results of Operations

Sales

E-bidd has not generated any revenues from operations for the periods covered by
this Form 10-KSB.

Losses

Net losses for the year ended  December  31, 1999,  decreased  to $205,851  from
$1,315,249 for the year ended December 31, 1998, a decrease of 84%. The decrease
in  losses  was  attributable  to  the  write-off  of all  the  assets  of  Corp
Reports.com, Inc. in 1998 with no similar write-offs occurring in 1999.

E-bidd expects to continue to incur losses at least through fiscal year 2000 and
there can be no assurance that e-bidd will achieve or maintain  profitability or
that revenues will be generated or that growth can be sustained in the future.

Expenses

Selling,  general and  administrative  expenses for the year ended  December 31,
1999,  increased to $501,954 from $370,742 for the year ended December 31, 1998,
an  increase  of  35%.  The   substantial   increase  in  selling   general  and
administrative  expenses were the result of various costs  associated with start
up expenses of e-bidd.

Depreciation and amortization expenses for the years ended December 31, 1999 and
December 31, 1998 were $0 and $14,056, respectively.

B.   Liquidity and Capital Resources

Cash flows generated by operations  were a negative  $205,851 for the year ended
December 31, 1999,  and a negative  $1,315,249  for the year ended  December 31,
1998.  The decrease in negative cash flows for the year ended  December 31, 1999
are primarily attributable to the discontinuation of Corp Reports, Inc. start-up
and the subsequent discontinuation of its operations in 1998.

Cash flows  generated from financing  activities was $223,600 for the year ended
December 31, 1999 and $838,970  for the year ended  December 31, 1998.  E-bidd's
financing  activities  primarily  consisted of the sale of the  e-bidd's  common
stock pursuant to private placements.

E-bidd has funded its cash needs over the  periods  covered by this Form  10-KSB
through the issuance of its common stock for cash.  E-bidd  intends to cover its
cash need over the next twelve months  through sale of additional  shares of its
common stock  pursuant to a registration  statement or an appropriate  exemption
from  registration.  However,  there is no guarantee that e-bidd will be able to
raise additional funds from the sale of its securities.

                                       12


<PAGE>



On January 18, 2000,  e-bidd  negotiated a private  placement  with two separate
investment  groups in the  amounts of  $500,000  and  $360,000  for total  gross
proceeds of $860,000 to be used as general  working  capital.  These total gross
proceeds bought  4,300,000 units at a price of $.20 per unit. Each unit consists
of one share  ("Share") of common stock of e-bidd and one warrant to purchase an
additional  share of  common  stock at a price of $.30 for a period  of one year
from the date of issuance  ("First  Hold  Period")  and at a price of $.50 for a
period of one year from the end of the First Hold Period ("Second Hold Period").
A portion of the shares are being offered  outside the United States in reliance
upon Regulation S promulgated under the Securities Act of 1933 and the remainder
of the shares are being  offered to investors  in the United  States in reliance
upon Regulation D.

C.   Capital Expenditures

E-bidd made no significant  capital  expenditures  on property or equipment over
the periods  covered by this report.  The only planned  capital  expenditure  is
further website  development.  E-bidd has budgeted  $50,000 for this development
and e-bidd intends to contract sometime in the future to complete this work.

As of March  2000,  e-bidd's  website  is in its  review  stage  and  should  be
operational   within  60  days.   E-bidd's   estimated  cash   requirements  are
approximately  $475,000 annually.  The majority of our cash requirements will be
used for personnel costs and professional fees, since the website is essentially
completed.

D.   Income Tax Expense (Benefit)

E-bidd has net operating loss  carryforwards of  approximately  $2,100,000 which
will expire in 2013 and 2014.

E.   Impact of Inflation

E-bidd  believes that inflation has had a negligible  effect on operations  over
the past three years. E-bidd believes that it can offset inflationary  increases
in the cost of materials and labor by increasing  sales and improving  operating
efficiencies

F.   Going Concern

E-bidd has had no sales and  suffered  recurring  losses  from  operations  that
raises  substantial  doubt about its  ability to  continue  as a going  concern.
Management  plans in  regards  to theses  matters  is to grow  through  business
combinations  rather then to seek immediate,  short-term  earnings.  However, in
order  to  support  existing  operations  and  to  fund  proposed  acquisitions,
additional bank, private and/or equity financing must be obtained. Additionally,
e-bidd  plans to increase its sales  through its web page,  Banner-Auctions.com,
and by selling licensing rights to its Auction and Ad Serving software.

Additionally, the Company completed a private placement which generated $860,000
in cash to be used for working  capital for the  remainder  of 1999 and the year
2000.  The cash  generated  through  the  private  placement  is  expected to be
sufficient to cover all operating expenses for the periods  mentioned.  There is
no firm  commitment  from  insiders to advance  monies to e-bidd,  although  the
insiders are  committed to keeping the entity  operational  and will continue to
pay operating costs.

                                       13


<PAGE>



G.   Year 2000 Compliance

As of April 10, 2000, the Company has not experienced any Y2K problems.

ITEM 7.    FINANCIAL STATEMENTS

The Company's  financial  statements for the fiscal year ended December 31, 1999
and 1998 are attached hereto as F-1 through F-14.

                          INDEX TO FINANCIAL STATEMENTS


                                                                            PAGE

Independent Auditors' Report.................................................F-1

FINANCIAL STATEMENTS

Balance Sheets...............................................................F-2

Statements of Operations and Accumulated Deficit......................F-3 to F-4

Statements of Stockholders' Equity....................................F-5 to F-6

Statements of Cash Flows..............................................F-7 to F-9

Notes to Financial Statements.......................................F-10 to F-14





                                       14

<PAGE>



                               Bendinger & Company
                       1850 Mount Diablo Blvd., Suite 610
                         Walnut Creek, California 94596

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


                          INDEPENDENT AUDITORS' REPORT

                                 March 15, 2000

Board of Directors E-BIDD.COM, INC.

(Formerly Image Photo Systems, Inc.)
(A Company in the Development Stage)
Vancouver, B.C., Canada

We have audited the accompanying  balance sheets of E-BIDD.com,  Inc.  (formerly
Image Photo Systems, Inc.) (a company in the development stage) ("Company"),  as
of December  31,  1999 and 1998 and the related  statements  of  operations  and
accumulated  deficit, and cash flows for the years ended December 31, 1999, 1998
and 1997.  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. The financial statements of E- Bidd.com,  Inc. (a
company  in the  development  stage),  as of and for the  years  ended  prior to
December 31, 1997 were audited by other  auditors,  whose  reports  expressed an
unqualified opinion on these statements.

We  conducted  our  audits in  accordance  with  generally  accepted  accounting
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance  about  whether  the  financial  statements  are free from
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 principals used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our audits  provide 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 E-Bidd.com,  Inc.  (formerly
Image Photo Systems,  Inc.) (a company in the development stage) at December 31,
1999 and 1998 and the  results  of its  operations  and cash flows for the years
ended December 31, 1999,  1998, and 1997, in conformity with generally  accepted
accounting principals.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company will continue as a going concern.  However, the Company has had no sales
and suffered recurring losses from operations that raise substantial doubt about
its ability to continue as a going concern. Management plans in regards to these
matters are also  described in Note F. The  financial  statements do not include
any adjustments that might result from the outcome of this uncertainty.

                                             Bendinger & Company

                                             /s/ Bendinger & Company
                                             --------------------------
                                             Certified Public Accountants
                                             Walnut Creek, California

                                       F-1


<PAGE>



                                E-BIDD.COM, INC.
                      (FORMERLY IMAGE PHOTO SYSTEMS, INC.)
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                                 BALANCE SHEETS

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

<TABLE>
<CAPTION>


                                                                            December 31

                                                                   1999                           1998
                                                                   ----                           ----
<S>                                                     <C>                            <C>
ASSETS

CURRENT ASSETS

     Cash                                                  $                 7,824      $                      -
                                                         -------------------------      ------------------------
TOTAL CURRENT ASSETS                                                         7,824                             -
                                                         -------------------------      ------------------------
TOTAL ASSETS                                               $                 7,824      $                      -
                                                         =========================      ========================

CURRENT LIABILITIES                                        $                 5,000        $               14,925
-------------------                                      -------------------------      ------------------------
     Accounts payable and
     accrued expenses                                                        5,000                        14,925
     TOTAL CURRENT LIABILITIES                                               5,000                        14,925
                                                         -------------------------      ------------------------
STOCKHOLDERS' EQUITY (DEFICIT) (Note D)
---------------------------------------
Common stock, par value $.001; 100,000,000                                  16,621                            31
shares authorized; issued and outstanding
16,620,778 and 30,788 at December 31, 1999 and
1998, respectively.
Additional paid in capital                                               2,480,165                     2,273,155
Deficit at inception date                                                (746,875)                     (746,875)
Accumulated deficit during the development stage                       (1,747,087)                   (1,541,236)
                                                         -------------------------      ------------------------
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)                                         2,824                        14,925
TOTAL LIABILITIES AND STOCKHOLDERS'                        $                 7,824      $                      -
EQUITY                                                   =========================      ========================

</TABLE>




                        See Notes to Financial Statements

                                       F-2


<PAGE>



                                E-BIDD.COM, INC.
                      (FORMERLY IMAGE PHOTO SYSTEMS, INC.)
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                 STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT
               Years ended December 31, 1999, 1998, and 1997, and
                            the period March 1, 1994
           (inception of the development stage), to December 31, 1998
--------------------------------------------------------------------------------


<TABLE>
<CAPTION>


                                                                                                  Period from March 1,
                                            Year Ended December 31                                1994 (inception of the
                                                                                                  development stage)
                                         1999                1998                 1997            through Dec. 31, 1998
                                   ----------------    -----------------    ----------------     -----------------------
COSTS AND EXPENSES
<S>                               <C>                 <C>                  <C>                  <C>
Personnel Costs                        $     30,058           $  207,625        $    81, 424                $    369,172
Occupancy Costs                              21,769               31,749              26,333                      79,861
Professional Fees                           188,238               77,132              25,008                    292, 178
Computer Costs                                9,300                8,529               6,385                     24, 214
Marketing                                         -                  721               8,530                       9,251
Travel                                       34,341                5,733               5,478                      46,552
Consulting                                   72,560                    -                   -                      72,560
Interest and Bank Charges                       478                  651               3,266                       4,715
Office Supplies                               3,991                  514               2,616                       7,121
Communication                                53,491                8,964               3,673                      64,128
Insurance                                    20,317                  697                 744                      21,758
Miscellaneous                                   547                6,791               2,261                       9,599
Transfer Fees                                 3,770                3,980                   -                       7,750
Depreciation and                                  -               14,056               5,155                      19,211
Amortization
Bad Debt Expense                                  -                5,400                   -                       5,400
Website/Internet Expense                     63,094                    -               8,262                      71,346
                                   ----------------    -----------------    ----------------  -- -----------------------
TOTAL EXPENSES                              501,954              370,742             180,145                   1,104,806
                                   ================    =================    ================     =======================
</TABLE>

                            (CONTINUED ON NEXT PAGE)

                        See Notes to Financial Statements

                                       F-3


<PAGE>



                                E-BIDD.COM, INC.
                      (FORMERLY IMAGE PHOTO SYSTEMS, INC.)
                      (A COMPANY IN THE DEVELOPMENT STAGE)
STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT (continued) Years ended December
                          31, 1999, 1998, and 1997, and
                            the period March 1, 1994
           (inception of the development stage), to December 31, 1998
--------------------------------------------------------------------------------


<TABLE>
<CAPTION>


                                                                                                 Period from March 1, 1994
                                            Year Ended December 31                               (inception of the development
                                                                                                 stage) through Dec. 31, 1998
                                         1999                1998                 1997
                                   ----------------    -----------------    ----------------     -----------------------
OTHER INCOME (LOSS)
(Notes D and E)
<S>                               <C>                 <C>                  <C>                  <C>
Dissolution of Corp Reports                       -            (503,507)                   -                   (503,507)
Other                                       296,103            (441,000)               6,123                   (138,774)
                                   ----------------    -----------------    ----------------     -----------------------
                                            298,103            (944,507)               5,123                   (642,281)
NET EARNINGS (LOSS)                       (205,851)          (1,315,249)           (174,022)                 (1,747,087)
ACCUMULATED DEFICIT:
Beginning                               (2,288,111)            (972,862)           (798,840)                   (746,875)
                                   ----------------    -----------------    ----------------     -----------------------
Ending                                $ (2,493,962)        $ (2,288,111)         $ (972,882)             $   (2,493,962)
                                   ================    =================    ================     =======================
BASIC AND DILUTED                            ($.07)               ($.05)              ($.03)
LOSS PER SHARE (Note A)            ================    =================    ================


</TABLE>
















                             See Notes to Financials

                                       F-4


<PAGE>



                                E-BIDD.COM, INC.
                      (FORMERLY IMAGE PHOTO SYSTEMS, INC.)
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                       STATEMENT OF STOCKHOLDERS' EQUITY
                           Period from March 1, 1994
           (inception of the development stage), to December 31, 1998

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

<TABLE>
<CAPTION>

                                  Common Stock                                  Existing deficit        Deficit
                        ---------------------------------                       at inception of       Accumulated          Total
                           Number of                         Additional Paid      development        during devel-     Stockholders'
                            Shares            Amount         Paid in Capital         stage            opment stage        Equity
                        --------------    ---------------     --------------    ----------------    ----------------   -------------
<S>                    <C>               <C>                 <C>               <C>                 <C>                <C>
BEGINNING
BALANCE
at inception of                    201    $             -        $   746,875      $    (746,875)    $                -  $          -
development,
March 1, 1994

Shares issued                      720                  1              1,799

Net loss for period                                                                                          (1,800)
ending 12/31/94

BALANCES
                        --------------    ---------------     --------------    ----------------    ----------------    ------------
December 31,                       921                  1            748,674           (746,875)             (1,800)               -
1994

Shares issued
                                                                                                                   -
Net loss for period
ending 12/ 31/95

BALANCES
                        --------------    ---------------     --------------    ----------------    ----------------    ------------
December 31,                       921                  1            748,674           (746,875)             (1,800)               -
1995

Shares issued
                       90                  -             28,500
Net loss for period                                                                                         (50,165)
ending 12/31/96

BALANCES
                        --------------    ---------------     --------------    ----------------    ----------------    ------------
December   31,                   1,011                  1            777,174           (746,875)            (51,965)        (21,665)
1996

Shares issued                   14,492                 15            258,536

Net loss for period                                                                                        (174,022)
ending 12/13/997
</TABLE>

                            (CONTINUED ON NEXT PAGE)

                             See Notes to Financials

                                       F-5


<PAGE>



                                E-BIDD.COM, INC.
                      (FORMERLY IMAGE PHOTO SYSTEMS, INC.)
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                  STATEMENT OF STOCKHOLDERS' EQUITY (continued)
                            Period from March 1, 1994
           (inception of the development stage), to December 31, 1998

--------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                  Common Stock                                  Existing deficit        Deficit
                        ---------------------------------                       at inception of       Accumulated          Total
                           Number of                         Additional Paid      development        during devel-     Stockholders'
                            Shares            Amount         Paid in Capital         stage            opment stage        Equity
                        --------------    ---------------     --------------    ----------------    ----------------   -------------
<S>                    <C>               <C>                 <C>               <C>                 <C>                <C>
BALANCES
                        --------------    ---------------     --------------    ----------------    ----------------   -------------
December 31,                    15,503                16           1,035,710           (746,875)            (225,987)         62,864
1997

Shares issued                   15,275                15           1,237,445

Net loss for period                                                                                       (1,315,249)
ending 12/31/98

BALANCES
                        --------------    --------------      --------------    ----------------    ----------------   -------------
December 31,                    30,778                31           2,273,155           (746,875)          (1,541,236)       (14,925)
1998

Shares issued               16,590,000            16,590             207,010

net loss for period                                                                                         (205,851)
ending 12/31/99

BALANCES
                        --------------    --------------      --------------    ----------------    ----------------   -------------
December 31,                $1,620,778           $16,521          $2,480,165          $(746,875)        $(1,747,087)          $2,824
1999                    ==============    ===============     ==============    ================    ================   =============
</TABLE>


The Company also had other non-cash investing and financing activities:

                                  Year Ended December 31
                                  ----------------------
                         1999             1998           1997
                         ----             ----           ----

Conversion of debt
to common stock         $   0            $    0        343,549
                        =====            ======        =======






                        See Notes to Financial Statements

                                       F-6


<PAGE>



                                E-BIDD.COM, INC.
                      (FORMERLY IMAGE PHOTO SYSTEMS, INC.)
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                             STATEMENT OF CASH FLOWS
               Years ended December 31, 1999, 1998, and 1997, and
                            the period March 1, 1994
           (inception of the development stage), to December 31, 1998
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>

                                                            Year Ended December 31                    Period from March 1,
                                                            ---------------------                     1994 (Inception of the
                                                                                                      development stage)
                                              1999                 1998                1997           though Dec. 31 1999
                                        -----------------    ----------------    -----------------    --------------------
<S>                                    <C>                  <C>                 <C>                  <C>
CASH FLOWS FROM
OPERATING ACTIVITIES:

Net earnings (loss)                           $ (205,851)       $ (1,315,249)          $ (174,022)         $   (1,747,087)

Adjustment to reconcile net
earnings (loss) to net cash used by
operating activities

Depreciation and amortization                           -              14,056                5,155                  19,211

Abandonment of furniture and                            -              30,809                    -                  30,809
office equipment

Write-off goodwill                                      -             464,831                    -                 464,831

CHANGES IN CURRENT
ASSETS AND CURRENT
LIABILITIES:

(Increase) decrease in current
assets:

Accounts receivable                                     -               3,500              (3,500)                       -

(Increase) decrease in current
liabilities

Accounts payable and accrued                      (9,925)            (40,328)               46,573                   5,000
expenses

                                        -----------------    ----------------    -----------------    --------------------
NET CASH USED FOR                               (215,776)           (842,381)            (125,794)             (1,227,236)
OPERATING ACTIVITIES                    -----------------    ----------------    -----------------    --------------------
</TABLE>

                            (CONTINUED ON NEXT PAGE)

                                       F-7


<PAGE>



                                E-BIDD.COM, INC.
                      (FORMERLY IMAGE PHOTO SYSTEMS, INC.)
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                       STATEMENT OF CASH FLOWS (Continued)
               Years ended December 31, 1999, 1998, and 1997, and
                            the period March 1, 1994
           (inception of the development stage), to December 31, 1998
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>

                                                            Year Ended December 31                    Period from March 1,
                                                            ---------------------                     1994 (Inception of the
                                                                                                      development stage)
                                              1999                 1998                1997           though Dec. 31 1999
                                        -----------------    ----------------    -----------------    --------------------
<S>                                    <C>                  <C>                 <C>                  <C>
CASH FLOWS FROM
INVESTING ACTIVITIES:
Acquisition of furniture and                           -                   -           (50,020)                   (50,020)
equipment

(Increase) decrease Security                           -               7,839            (7,289)                          -
Deposit
(Purchase) of goodwill                                                                (464,831)                  (464,831)
                                        ----------------    ----------------     --------------       --------------------
NET CASH (USED) FOR                                    -               7,839          (522,140)                  (514,851)
INVESTING ACTIVITIES
                                        ----------------    ----------------     --------------       --------------------
CASH FLOWS FROM
FINANCING ACTIVITIES:
Issuance (repayment) of notes                          -           (398,490)            398,490                          -
payable

Sale of common stock                             223,600           1,237,460            258,551                  1,749,911
Common stock subscriptions                             -                   -           (14,000)                          -
                                        ----------------    ----------------     --------------       --------------------
NET CASH PROVIDED BY                             223,600             838,970            643,041                  1,749,911
FINANCING ACTIVITIES
                                        ----------------    ----------------     --------------       --------------------
NET INCREASE (DECREASE)                            7,824               4,428            (4,893)                    (7,824)
IN CASH
CASH, beginning of period                              -             (4,428)                465                          -
                                        ----------------    ----------------     --------------      --------------------
CASH, end of period                       $        7,824    $                 -    $    (4,428)       $              7,824
                                        ================    ================     ==============       ====================

</TABLE>




                            (CONTINUED ON NEXT PAGE)

                             See Notes to Financials

                                       F-8


<PAGE>



                                E-BIDD.COM, INC.
                      (FORMERLY IMAGE PHOTO SYSTEMS, INC.)
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                      STATEMENT OF CASH FLOWS (Continued)
               Years ended December 31, 1999, 1998, and 1997, and
                            the period March 1, 1994
           (inception of the development stage), to December 31, 1998
--------------------------------------------------------------------------------


SUPPLEMENTAL DISCLOSURE:

No  significant  amounts of interest or taxes were paid during the periods shown
above.

The Company purchased the following assets and assumed the following liabilities
in connection with the  acquisition  described in Note D. The above statement of
Cash  Flows for the year  ended  December  31,  1997 are net of the  assets  and
liabilities acquired in the acquisition.

                  Current Assets                     $6,696
                  Office furniture and equipment     46,185
                  Security deposit                    7,289
                                                 ----------
                                                    $60,170

                  Accrued liabilities                $10,450
                  Notes payable                      503,907
                                                     -------
                                                    $514,357

                        See Notes to Financial Statements

                                       F-9


<PAGE>



                                E-BIDD.COM, INC.
                      (FORMERLY IMAGE PHOTO SYSTEMS, INC.)
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                         NOTES TO FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 1999 AND 1998
--------------------------------------------------------------------------------


NOTE A- ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
-------------------------------------------------------------------

Organization

In 1999,  the officers and  directors  associated  with the  acquisition  of the
restricted  common stock in February  1998, by A. J. Alda & Associates  resigned
and the  remaining  officers and  directors  are  attempting  to  resurrect  the
Company. In September, 1999, the Company changed its name to E-BIDD.com, Inc.

The Company's principal business,  at present, is a banner auction Internet site
currently under  development.  When completed the site will allow the auction of
banner ads on a person-to-person  and  business-to-business  basis.  Because the
Company is in the  development  stage,  the  accompanying  financial  statements
should not be regarded as typical for normal operating periods.

Summary of Significant Accounting Principals

a.  Accounting estimates

The preparation of financial  statements in conformity  with generally  accepted
accounting principals 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 financial  statements and
the  reported  amounts of revenues  and expenses  during the  reporting  period.
Actual results could differ from those estimates.

b.  Basic earnings per share

Basic  earnings  (loss)  per  share  have been  calculated  in  conformity  with
Financial Accounting Standards Board Statement No. 128 "Earnings Per Share." The
Company has a simple  capital  structure with no  significant  potential  common
shares.  Basic earnings  (loss) per share is calculated  weighted on the average
number of common shares outstanding each year (1999 - 2,790,647;  1998 - 16,635;
1997 - 8,257).

                                      F-10

<PAGE>



                                E-BIDD.COM, INC.
                      (FORMERLY IMAGE PHOTO SYSTEMS, INC.)
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                         NOTES TO FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 1999 AND 1998
--------------------------------------------------------------------------------


NOTE A- ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
-------------------------------------------------------------------
(continued)

Summary of Significant Accounting Principals (Continued)

c.  Going Concern

The Company has had no sales and suffered  recurring losses from operations that
raise  substantial  doubt  about its  ability to  continue  as a going  concern.
However,  the  financial  statements do not include any  adjustments  that might
result from the outcome of this uncertainty.

d.  Office furniture and equipment

Office   furniture  and  equipment   purchases  are  capitalized  and  the  cost
depreciated  over the estimated  useful lives of the related  assets,  generally
five to seven years.  Office furniture and equipment abandoned is written off at
the time of the abandonment.

e.  Issuance of Common Stock

The  issuance of common  stock for other than cash is recorded by the Company at
management's  estimate  of the fair value of the  assets  acquired  or  services
rendered.

f.  Income taxes

In 1999 and 1998 only the  minimum  state  taxes were paid.  The Company has net
operating loss  carryforwards of  approximately  $2,100,000 which will expire in
2013 and 2014.

g.  Functional Currency

The financial  statements  are stated in U.S.  Dollars  which is the  functional
currency of the Company.

                                      F-11

<PAGE>



                                E-BIDD.COM, INC.
                      (FORMERLY IMAGE PHOTO SYSTEMS, INC.)
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                         NOTES TO FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 1999 AND 1998
--------------------------------------------------------------------------------


NOTE A- ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
-------------------------------------------------------------------
(continued)

Summary of Significant Accounting Principals (Continued)

h.  Deferred tax assets

Differences  between accounting rules and tax laws cause differences between the
bases  of  certain  assets  and  liabilities  for  financial  reporting  and tax
purposes. The tax effect of these differences, to the extent they are temporary,
are recorded as deferred tax assets and  liabilities  under SFAS 109 and consist
primarily  of  net  operating  loss  carryforwards  amounting  to  approximately
$2,100,000.  Because of the  uncertainty  of utilizing  the net  operating  loss
carryforward, a valuation allowance of the maximum has been provided against the
tax deferred asset.

NOTE B - NOTES PAYABLE

The Notes  Payable  at  December  31,  1997  which  amounted  to  $398,490  were
terminated as of August 1998.

NOTE C - COMMON STOCK

In 1999 the Company executed a 1000 for 1 reverse stock split.  This stock split
has been reflected  retroactively  in the financial  statements and in the notes
thereto.

                                      F-12

<PAGE>



                                E-BIDD.COM, INC.
                      (FORMERLY IMAGE PHOTO SYSTEMS, INC.)
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                         NOTES TO FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 1999 AND 1998
--------------------------------------------------------------------------------


NOTE D - ACQUISITION OF CORP REPORTS.COM, INC.  (CORP REPORTS)
--------------------------------------------------------------

In September 1997, the Company  exchanged 3,500 shares of its restricted  common
stock for all of the  outstanding  common  stock of Corp  Reports.com,  Inc. The
acquisition  has  been  included  in  the  accompanying  consolidated  financial
statements  since the effective date of acquisition  was September 30, 1997. The
amortized  assets and  liabilities  of the purchased  company are stated at fair
value as of September 30, 1997 are as follows:

Cash                                                      $3,856

Other Current Assets                                       6,696

Office furniture and equipment                            46,185
(net)
Security deposit                                           7,289
                                             -------------------
                                                         $64,026
                                             -------------------
Accrued liabilities                                      $10,450

Due to parent                                             11,000

Notes payable                                            503,907
                                             -------------------
                                                         525,537
                                             -------------------
Capital Stock                                              3,080

Accumulated deficit                                    (464,411)
                                             -------------------
                                                         $64,026
                                             ===================

Any remaining  balances in these accounts were written-off as of August 31, 1998
as further explained in Note A.

                                      F-13

<PAGE>


                                E-BIDD.COM, INC.
                      (FORMERLY IMAGE PHOTO SYSTEMS, INC.)
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                         NOTES TO FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 1999 AND 1998
--------------------------------------------------------------------------------


NOTE E - OTHER INCOME

The other income for the year ended  December 31, 1999 arose from the forgivness
of certain indebtedness to an unrelated stockholder.

NOTE F - SUBSEQUENT EVENTS

Subsequent to year end the Company completed a private placement offering in the
amount of $860,000. Management intends to uses the offering proceeds for working
capital  purposes.  Management  believes  the offering  will provide  sufficient
working capital for the coming year.

                                      F-14

<PAGE>



ITEM 8.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

The Company has had no changes in or  disagreements  with its accountants in its
two most recent fiscal years or any later interim period.

                                    PART III

ITEM 9.           DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL

                  PERSONS

E-bidd's  directors  hold office until the annual meeting of  shareholders  next
held after their election.  The Officers and Directors of e-bidd as of March 31,
2000 are as follows:

Name                       Age     Position
----                       ---     --------

Raymond Dabney             35      President, Chief Executive Officer and
                                   Director

Gord Woodward              40      Vice President, Chief Information Officer and
                                   Director

Brian Walker               39      Director

Meir Kahtan                42      Director

Raymond Dabney was appointed  President,  CEO, and director of e-bidd on October
25, 1999. From 1990 to present, Raymond Dabney has been the President and CEO of
Command Communications,  Inc. of Vancouver,  British Columbia. From 1991 to 1993
Mr.   Dabney  acted  as  the  Western   Regional   General   Manager  of  Unitel
Communications  of Vancouver,  British Columbia and from 1989 to 1991 Mr. Dabney
was an Inside Sales Manager for Morgan Whitney  Tradining Group of Venice Beach,
California.

Gord Woodward was appointed  Vice  President,  Chief  Information  Officer and a
Director  of e-bidd on  February  11,  2000.  Mr.  Woodward  brings a breadth of
experience in running communication and development companies in both the public
and private sectors,  including 10 years of experience in a executive management
position  with Thompson  Newspaper  Group.  Mr.  Woodward has a degree from B.C.
Institute of Technology and is currently  applying for his Masters Degree.  From
1994  to  present  he  has  been  the  founder  and  President  of  Enlightening
Communications.  From  1997 to  present  he has  been a  faculty  member  in the
training and development division of Malaspina University-College.  From 1994 to
1998 Mr.  Woodward was a consultant  for Island  Publishers  Newspapers and from
1997  to 1994  he was  the  managing  editor  for  Thompson  Newspapers,  Island
Publishers, and Westpres Publications.

Brian Walker was  appointed  as a Director of e-bidd on February  11, 2000.  Mr.
Walker has over fifteen years of experience  at handling  corporate  mergers and
management responsibilities.  Director of Helijet Airways for the past 24 years,
a company with $14 million a year in revenue.  Mr. Walker's  responsiblities  at
Helijet  Airways  include  being a member  of the  Audit  Committee,  sales  and
marketing,  and working with an active board.  Moreover, Mr. Walker's experience
at Helijet  Airways  includes  several  acquisitions  and integration of related
businesses.  Mr. Walker has also been the president of several private companies
in the leasing and office  supply  industries.  Mr.  Walker's  acquisitions  and
financing  background,  along with his  extensive  contact  base in the business
world, will help expedite e-bidd's long term objectives.


                                       15


<PAGE>



Meir Kahtan was  appointed  as a Director  of e-bidd on  February  7, 2000.  Mr.
Kahtan has over  fifteen  years of  industry  experience  in the world of public
relations and advertising.  He has initiated ad campaigns and media coverage for
countless financial,  high technology,  medical, legal, and real estate clients,
and as a provider of advertising and public relations services,  was a forefront
of the movement to the web. Mr. Kahtan heads up a public relations department at
Miller  Advertising,  a major New York agency,  with which he has enjoyed a long
and fruitful association.

ITEM 10.    EXECUTIVE COMPENSATION

The following table provides  summary  information for the years 1997, 1998, and
1999 concerning cash and noncash compensation paid or accrued by e-bidd to or on
behalf of the president and the only other  employee(s) to receive  compensation
in excess of $100,000.

 <TABLE>
                                            SUMMARY COMPENSATION TABLE
<CAPTION>

                           Annual Compensation                         Long Term Compensation
                                                                        Awards         Payout

                                                               Restricted    Securities
Name and                                         Other Annual    Stock       Underlying       LTIP      All Other
Principal          Year      Salary     Bonus    Compensation   Award(s)      Options         payouts   Compensation
Position           ($)        ($)         ($)                                   SARs(#)         ($)          ($)
---------------------------------------------------------------------------------------------------------------------------------
<S>              <C>      <C>          <C>         <C>           <C>       <C>              <C>           <C>

Ray               1998      36,000        -           -            -        20,000,000(5)      -            -
Matthews          1997          -         -           -            -             -             -            -
President,        1996          -         -           -            -             -             -            -
former CEO, and
Director

Raymond Dabney    1999      10,000
current President
CEO and Director
</TABLE>

Compensation of Directors

There is no plan in place at this time for e-bidd's directors to be compensated.

ITEM 11.          SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND

                  MANAGEMENT

The following  table sets forth  certain  information  regarding the  beneficial
ownership of the stock of e-bidd as of March 31, 2000, by each  shareholder  who
is known by e-bidd to beneficially  own more than 5% of the  outstanding  Common
Stock, by each director, and by all executive officers and directors as a group.

--------

(5) Mr. Dabney received the 20,000,000  shares in consideration for creating and
implementing e-bidd's Extended Business Model.

                                       16


<PAGE>

<TABLE>
<CAPTION>


  Title of Class             Name and Address of                  Amount and nature of             Percent of Class
                            Beneficial Ownership                  Beneficial Ownership
<S>                     <C>                                     <C>                               <C>

      Common                   Raymond Dabney                          17,395,000                        47.3%
       Stock              555 West Hastings Street,
                                  Suite 800
                           Vancouver, B.C., Canada
                                   V6B 4N5

        N/A                     Gord Woodward                             None                            0%
                          555 West Hastings Street,
                                  Suite 800
                           Vancouver, B.C., Canada
                                   V6B 4N5

        N/A                     Brian Walker                              None                            0%
                          555 West Hastings Street,
                                  Suite 800
                           Vancouver, B.C., Canada

                                   V6B 4N5

      Common                     Meir Kahtan                           2,600,000                         7.07%
       Stock              555 West Hastings Street,
                                  Suite 800
                           Vancouver, B.C., Canada
                                   V6B 4N5

      Common                   Laurier Limited                         10,000,000                       27.19%
       Stock                 Suite E Regal House
                            Gibraltar, Gibraltar

      Common             All Executive Officers and                    19,995,000                       54.37 %
       Stock                Directors as a Group
                                 (4 persons)
</TABLE>


ITEM 12.           CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On July, 29, 1999, e-bidd entered into an Agreement with Laurier Limited whereby
e-bidd  gained  exclusive  rights to its  Auction and Ad serving  Software  from
Laurier Limited, in exchange for 10,000,000 restricted shares of e-bidd's common
stock valued at $9,000.

On November 12, 1999,  e-bidd  entered  into an agreement  with Meir Kahtan,  (a
director of e-bidd) Public Relations,  a division of Miller Advertising  Agency,
Inc. The agreement will provide e-bidd with promotional and business  consulting
and a public relations campaign. The agreement calls for the payment of $5,000 a
month to Mr. Kahtan as compensation  for his services in this capcity.  The term
of this agreement  commenced  March 8, 2000, and may be cancelled at any time by
either party upon 60 days prior notice.

                                       17


<PAGE>



On March 1, 2000, in a unanimous  board meeting vote,  with Mr.  Raymond  Dabney
abstaining,  the board approved the issuance of 20,000,000  restricted shares of
e-bidd's  common stock to Raymond  Dabney in exchange for the Extended  Business
Model of e-bidd.com.  The Extended  business model is to include a full range of
media services via a brand new Internet media supersite including assembling the
partners and  technology  that would enable  e-bidd to engage in the business of
selling   conventional  media  advertising  space,   online   advertising,   and
advertising agency and public relations services via a new Internet website.

ITEM 13.    EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits:  Exhibits  required to be attached by Item 601 of Regulation  S-B
     are  listed  in the  Index to  Exhibits  beginning  on page 23 of this Form
     10-KSB, which is incorporated herein by reference.

(b)  Reports on Form 8-K:  During the year 1999,  the  Company  did not file any
     Form 8-K's.









                      [THIS SPACE LEFT BLANK INTENTIONALLY]

                                       18


<PAGE>



                                   SIGNATURES

In  accordance  with  Section 12 of the  Securities  Exchange  Act of 1934,  the
registrant  caused  this  Form  10-  KSB  to be  signed  on  its  behalf  by the
undersigned, thereunto duly authorized, this 13th day of April, 2000.

                                            E-bidd.com, Inc.

                                            /s/  Raymond Dabney
                                            -------------------------
                                            Name: Raymond Dabney
                                            Title: President, CEO and Director

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.

Signature                  Title                          Date
---------                  -----                          ----

/s/ Raymond Dabney
------------------
Raymond Dabney             President and Director          April 13, 2000.



-----------------
Gord Woodward              Vice President and Director     April ____, 2000.



-----------------
Brian Walker               Director                        April ____, 2000.



-----------------
Meir Kahtan                Director                        April ____, 2000.


                                       19


<PAGE>



ITEM 2.           DESCRIPTION OF EXHIBITS.

INDEX TO EXHIBITS

Exhibit

No.       Page No.  Description
---       --------  -----------

2(a)        *       Articles of Merger and Plan and of Merger, Port Industries,
                    Inc. March 1,1994. (Incorporated by reference filed with the
                    Company's Form 10-SB/A-2 on March 29, 2000).

2(b)        *       Stock Purchase Agreement dated September 20, 1996. (Digital
                    Reporting, Inc. acquire s all of the issued and outstanding
                    shares of R&D Industries, Inc.). (Incorporated by reference
                    filed with the Company's Form 10-SB/A-2on March 29, 2000).

2(c)        *       Digital Reporting, Inc. Board Resolution dated September 3,
                    1997,  authorizing the  acquisition of  all the outstanding
                    stock of Cyberguides, Inc. (Incorporated by reference filed
                    with the Company's Form 10-SB/A-2 onMarch 29, 2000).

3(i)(a)     *       Articles of Incorporation of Port Industries, Inc.
                    (Incorporated  by  reference filed with the  Company's Form
                    10-SB/A-2 on March 29, 2000).

3(i)(b)     *       Articles of Amendment Of Articles Of Incorporation  Of Port
                    Industries, Inc. dated October 28,  1969  authorizing total
                    number of shares to be 30,000 at $10.00 each. (Incorporated
                    by  reference filed  with  the  Company's Form 10-SB/A-2 on
                    March 29, 2000).

3(i)(c)     *       Articles of Amendment Of Articles Of  Incorporation Of Port
                    Industries, Inc. dated March 6, 1972 authorizing the number
                    of  shares to  be 1,000,000 at $.10 each.  (Incorporated by
                    reference filed with the Company's Form 10-SB/A-2  on March
                    29, 2000).

3(i)(d)     *       Minnesota  Secretary  Of State  Amendment  Of  Articles  Of
                    Incorporation (Digital Reporting Inc. changes  its name  to
                    Cyberguides  International,  Inc., September  30, 1997).
                    (Incorporated by reference filed with the Company's Form
                    10-SB/A-2 on March 29, 2000).

3(i)(e)     *       Minnesota Secretary Of State Amendment  Of  Articles  Of
                    Incorporation (Cyberguides International, Inc., changes its
                    name to AJA Merchant Banking Corporation February 10, 1998).
                    (Incorporated by  reference  filed with the  Company's Form
                    10-SB/A-2 on March 29, 2000).



                                       20


<PAGE>



3(i)(f)      *      Minnesota  Secretary  Of  State  Amendment Of Articles  Of
                    Incorporation   (AJA  Merchant Banking  Corporation  changes
                    its  name  to Image Photo Systems, Inc. December 3, 1998).
                    (Incorporated  by  reference  filed with the Company's Form
                    10-SB/A-2 on March 29, 2000).

3(i)(g)     *       Minnesota  Secretary Of  State  Amendment  Of  Articles Of
                    Incorporation (Image Photo systems, Inc. changes its name to
                    e-bidd.com, Inc., September 16, 1999).  (Incorporated  by
                    reference filed with the Company's Form 10-SB/A-2 on
                    March 29, 2000).

3(i)(h)     *       Articles Of Incorporation  Of  Image  Photo  Systems, Inc.
                    (Incorporated byreference filed  with the  Company's  Form
                    10-SB/A-2 on March 29, 2000).

3(ii)(a)    *       By-Laws of Port Industries, Inc.  (Incorporated by reference
                    filed with theCompany's Form 10-SB/A-2 on March 29, 2000).

3(ii)(b)    *       By-laws of  Image  Photo  Systems,  Inc.  (Incorporated by
                    reference filed with the Company's Form  10-SB/A-2 on March
                    29, 2000).

23          22      Consent of Independent Public Accountant, dated March 15,
                    2000.

Material Contracts

Exhibit

No.       Page No.  Description
---       --------  -----------

6(a)          *     Agreement, dated July 29, 1999, between e-bidd.com, Inc. and
                    Laurier Limited.  (Incorporated by reference filed with the
                    Company's Form 10-SB/A-2 on March 29, 2000).

10(i)         *     Benefit  Plan  dated  October 15, 1999.  (Incorporated  by
                    reference filed with the Company's Form 10-SB/A-2  on March
                    29, 2000).

10(ii)        23    Management Agreement between Meir Kahtan and e-bidd.com,
                    Inc.dated March 15, 2000.

27            *     Financial Data Schedule "CE"





                                       21


<PAGE>