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

                                 FORM 10-KSB / A

(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
     Incorporation or Organization)                   Identification No.)


       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


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.

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 26,770,778 .


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                                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 2

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                                     PART I


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. At the time the original annual report for the period ended
December 31, 1999 was filed,  a potential  conflict  existed  between e-bidd and
another totally separate and unrelated company by a similar name,  www.Ebid.com,
that also  operated  as an Internet  auction  site.  E-bidd  changed its name to
resolve that 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.


                                     Page 3

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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 children.  Image
Photo Systems, Inc. developed a prototype 3D picture viewer, but failed to reach
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 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.


                                     Page 4

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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.

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.


                                     Page 5

<PAGE>


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.

     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.


                                     Page 6

<PAGE>


     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


                                     Page 7

<PAGE>


          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:

          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);


                                     Page 8

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          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.

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.


                                     Page 9

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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.

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.


                                    Page 10

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     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.


                                    Page 11

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     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.


                                    Page 12

<PAGE>


     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.

     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


                                    Page 13

<PAGE>


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.

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.


                                    Page 14

<PAGE>


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]



                                    Page 15

<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            .3              .125

                               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  303  shareholders  of record
holding a total of 26,770,778  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.

This amended Form 10-KSB has been filed  because,  as of September 30, 2000, the
Company had not  received the  software  license from Laurier  Limited for which
10,000,000 shares of common stock had been issued.  Because of this default, the
company  has  reversed  the  asset  and  related  stockholders'  equity  amounts
originally recorded in this transaction retroactively to Dec. 31, 1999.

Dividends

E-bidd  has not  declared  any  cash  dividends  since  inception  and  does not
anticipate paying any dividends in the foreseeable future.

------------------------
(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.

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.


                                    Page 16

<PAGE>


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 $217,934  from
$1,315,249 for the year ended December 31, 1998, a decrease of 83%. 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 $514,037 from $370,742 for the year ended December 31, 1998,
an  increase  of  39%.  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 $12,083 and $14,056, respectively.

B.   Liquidity and Capital Resources

Cash flows generated by operations  were a negative  $215,776 for the year ended
December 31, 1999, and a negative $842,381 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.


                                    Page 17

<PAGE>


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.

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 carry forwards of  approximately  $2,100,000 which
will expire in 2013 and 2014.


                                    Page 18

<PAGE>


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.

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.









                     [THIS SPACE LEFT BLANK INTENTIONALLY]







                                    Page 19

<PAGE>



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

                     REPORT ON AUDIT OF FINANCIAL STATEMENTS

                     YEARS ENDED DECEMBER 31, 1999 AND 1998











                                    Page 20

<PAGE>



                                    CONTENTS
                                                                            PAGE

Independent Auditors' Report ...........................................     1-2
FINANCIAL STATEMENTS

     Balance Sheets.....................................................       3
     Statements of Operations and Accumulated Deficit...................       4

     Statements of Stockholders' Equity.................................       5
     Statements of Cash Flows ..........................................       6

     Notes to Financial Statements......................................    7-11



                                    Page 21

<PAGE>


                          INDEPENDENT AUDITORS' REPORT



                                                    March 15, 2000
                                                    (except for Note G, which
                                                    is January 12, 2001)

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



<PAGE>


Board of Directors E-BIDD.COM, INC.
(Formerly Image Photo Systems, Inc.)
(A Company in the Development Stage)
Vancouver, B.C., Canada
1


                                    Page 1
<PAGE>


Page two

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

As discussed in Note G to the financial statements, certain errors resulting in
the overstatement of previously reported assets and stockholders' equity as of
December 31, 1999, were discovered by management of the Company during 2000.
Accordingly, the 1999 financial statements have been restated to correct the
error.


                                                    Bedinger & Company


                                                    Certified Public Accountants
                                                    Walnut Creek, California



                                     Page 2

<PAGE>


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

<TABLE>
<CAPTION>
                                                               December 31
                                                        --------------------------
                                                           1999           1998
                                                        -----------    -----------
ASSETS
<S>                                                     <C>            <C>
CURRENT ASSETS
     Cash                                               $     7,824    $      --
                                                        -----------    -----------
       TOTAL CURRENT ASSETS                                   7,824           --
                                                        -----------    -----------
       TOTAL ASSETS                                     $     7,824    $      --
                                                        ===========    ===========

CURRENT LIABILITIES
     Accounts payable and accrued expenses              $    15,000    $    14,925
                                                        -----------    -----------
       TOTAL CURRENT LIABILITIES                             15,000         14,925
                                                        -----------    -----------
STOCKHOLDERS' EQUITY [DEFICIT](Note D)

     Common Stock, par value $.001; 100,000,000
     shares authorized; issued and outstanding
     6,620,778 and 30,788 at December 31, 1999 and
     1998, respectively                                       6,621             31

     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]                  (7,176)       (14,925)
                                                        -----------    -----------
       TOTAL LIABILITIES AND
        STOCKHOLDERS' EQUITY                            $     7,824    $      --
                                                        ===========    ===========
</TABLE>

                       See Notes to Financial Statements


                                     Page 3

<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, 1999
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                 Period from March 1, 1994
                                                 Year Ended December 31             (inception of the
                                      -----------------------------------------     development stage)
                                          1999           1998           1997      through Dec. 31, 1999
                                      -----------    -----------    -----------   ---------------------
<S>                                   <C>            <C>            <C>              <C>
COSTS AND EXPENSES
      Personnel Costs                 $    30,058    $   207,525    $    81,424      $   369,172
      Occupancy costs                      21,769         31,749         26,333           79,851
      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          6,478           46,552
      Consulting                           72,560           --             --             72,560
      Interest and bank charges               478            951          3,286            4,715
      Office supplies                       3,991            514          2,616            7,121
      Communication                        53,491          6,964          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 amortization          --           14,056          5,155           19,211
      Bad  debt expense                      --            5,400           --              5,400
      Website/Internet expenses            63,094           --            8,252           71,346
                                      -----------    -----------    -----------      -----------
           TOTAL EXPENSES                 501,954        370,742        180,145        1,104,806
                                      -----------    -----------    -----------      -----------

OTHER INCOME [LOSS](Notes D and E)
      Dissolution of CorpReports             --         (503,507)          --           (503,507)
      Other                               296,103       (441,000)         6,123         (138,774)
                                      -----------    -----------    -----------      -----------
                                          296,103       (944,507)         6,123         (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)   $  (972,862)     $(2,493,962)
                                      ===========    ===========    ===========      ===========

BASIC AND DILUTED
LOSS PER SHARE (Note A)               $     (0.07)   $      (.05)   $      (.03)
                                      ===========    ===========    ===========
</TABLE>

                       See Notes to Financial Statements


                                     Page 4

<PAGE>


E-BIDD.COM, INC.
(FORMERLY  IMAGE  PHOTO SYSTEMS, INC.)
(A COMPANY IN THE DEVELOPMENT STAGE)
STATEMENTS OF STOCKHOLDERS' EQUITY
Period from March 1, 1994 (inception of development stage), to December 31, 1999
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                                           Deficit
                                                       Common Stock                     Existing deficit accumulated
                                               --------------------------   Additional   at inception      during         Total
                                                Number of                    Paid-in    of development   development   Stockholder's
                                                 Shares         Amount       Capital        stage           stage         Equity
                                               -----------    -----------   -----------   -----------    -----------    -----------
BEGINNING BALANCE
<S>                                              <C>          <C>           <C>           <C>            <C>            <C>
  at inception of development, March 1, 1994           201    $      --     $   746,875   $  (746,875)   $      --      $      --
  Shares issued                                        720              1         1,799
  Net loss for period ending 12/31/94                                                                         (1,800)

BALANCES
                                               -----------    -----------   -----------   -----------    -----------    -----------
  December 31, 1994                                    921              1       748,674      (746,875)        (1,800)          --
  Shares issued
  Net loss for period ending 12/31/95                 --

BALANCES
                                               -----------    -----------   -----------   -----------    -----------    -----------
  December 31, 1995                                    921              1       748,674      (746,875)        (1,800)          --
  Shares issued                                         90           --          28,500
  Net loss for period ending 12/31/96                                                                        (50,165)

BALANCES
                                               -----------    -----------   -----------   -----------    -----------    -----------
  December 31, 1996                                  1,011              1       777,174      (746,875)       (51,965)       (21,665)
  Shares issued                                     14,492             15       258,536
  Net loss for period ending 12/31/97                                                                       (174,022)

BALANCES
                                               -----------    -----------   -----------   -----------    -----------    -----------
  December 31, 1997                                 15,503             16     1,035,710      (746,875)      (225,987)        62,864
  Shares issued                                     15,275             15     1,237,445
  Net loss for period ending 12/31/98                                                                     (1,315,249)

BALANCES
                                               -----------    -----------   -----------   -----------    -----------    -----------
  December 31, 1998                                 30,778             31     2,273,155      (746,875)    (1,541,236)       (14,925)
  Shares issued                                  6,590,000          6,590       207,010
  Net loss for period ending 12/31/99                                                                       (205,851)

BALANCES
                                               -----------    -----------   -----------   -----------    -----------    -----------
  December 31, 1999                              6,620,778    $     6,621   $ 2,480,165   $  (746,875)   $(1,747,087)   $    (7,176)
                                               ===========    ===========   ===========   ===========    ===========    ===========
</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


                                     Page 5

<PAGE>


E-BIDD.COM,INC.
(FORMERLY IMAGE PHOTO  SYSTEMS, INC.)
(A COMPANY IN THE DEVELOPMENT STAGE)
STATEMENTS OF CASH FLOWS
Years ended December 31, 1999, 1998, and 1997, and the period from March 1, 1994
  (inception of the development stage), to December 31, 1999
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                               Period from
                                                                                              March 1, 1994,
                                                                                              (Inception of
                                                           Year Ended December 31             the development
                                                  -----------------------------------------   stage) through
                                                      1999           1998           1997      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)
  Adjustments to reconcile net earnings
     [loss] to net cash used by operating
     activities:
  Depreciation and amortization                          --           14,056          5,155         19,211
  Abandonment of furniture & equipment                   --           30,809           --           30,809
  Write-off of goodwill                                  --          464,831           --          464,831
CHANGES IN CURRENT ASSETS AND 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 expenses                 75        (40,328)        46,573         15,000
                                                  -----------    -----------    -----------    -----------

NET CASH  USED FOR OPERATING ACTIVITIES              (205,776)      (842,381)      (125,794)    (1,217,236)
                                                  -----------    -----------    -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Acquisition of furniture
    and equipment                                        --             --          (50,020)       (50,020)
  [Increase] decrease Security Deposit                   --            7,839         (7,289)          --
  [Purchase] of goodwill                                                           (464,831)      (464,831)
                                                  -----------    -----------    -----------    -----------

NET CASH [USED] FOR INVESTING ACTIVITIES                 --            7,839       (522,140)      (514,851)
                                                  -----------    -----------    -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Issuance [repayment] of notes payable                  --         (398,490)       398,490           --
  Sale of common stock                                213,600      1,237,460        258,551      1,739,911
  Common stock subscriptions                             --             --          (14,000)          --
                                                  -----------    -----------    -----------    -----------

NET CASH PROVIDED  BY FINANCING
  ACTIVITIES                                          213,600        838,970        643,041      1,739,911
                                                  -----------    -----------    -----------    -----------

NET INCREASE [DECREASE] IN CASH                         7,824          4,428         (4,893)         7,824

CASH, beginning of period                                --           (4,428)           465           --
                                                  -----------    -----------    -----------    -----------

CASH, end of period                               $     7,824    $      --      $    (4,428)   $     7,824
                                                  ===========    ===========    ===========    ===========
</TABLE>


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


                                     Page 6

<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 Principles

a. Accounting estimates

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the 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 - 2,776,612; 1998-16,635;
1997-8,257).


                                     Page 7

<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 Principles (Continued)

c. Going concern

The Company has had no sales and suffered recurring losses from operations that
raise substancial 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
managements estimate of the fair value of the assets acquired or service
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.


                                     Page 8

<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 Principles (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 purposes and tax
purposes. The tax effects 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 deferred tax 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 notes thereto.


                                     Page 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 D - ACQUISITION OF CORPREPORTS.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 CorpReports. Com, Inc. The
acquisition has been accounted for as a purchase and results of the operations
have been included in the accompanying consolidated financial statements since
the effective date of acquisition was September 30, 1997. The summarized 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 (net)                         46,185
     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.

NOTE E - OTHER INCOME

The other income for the year ended December 31, 1999 arose from the forgiveness
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 use the offering proceeds for working
capital  purposes.  Management  believes  the offering  will provide  sufficient
working capital for the coming year.

NOTE G - CORRECTION OF ERROR

As of September  30, 2000 the Company had not yet received the software  license
from Laurier Limited for which 10,000,000 shares of common stock had been issued
during the year. In response to this default, the Company has reversed the asset
and related stockholders' equity amounts originally recorded in this transaction
retroactively to December 31, 1999.

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.

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.


                                    Page 10

<PAGE>


                                    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.


                                    Page 11

<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.

                                            SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                     Annual Compensation                         Long Term Compensation
                                                                                  Awards         Payout
                                                                                       Securities
Name and                                                                  Restricted   Underlying        LTIP      All Other
Principal                    Year      Salary     Bonus     Other Annual    Stock       Options         payouts   Compensation
Position                     ($)        ($)        ($)      Compensation   Award(s)      SARs(#)          ($)          ($)
--------------------------------------------------------------------------------------------------------------------------------
<S>                         <C>      <C>            <C>        <C>           <C>      <C>               <C>           <C>
Ray                         1998     36,000         -           -            -        20,000,000(5)      -            -
Matthews                    1997          0         -           -            -             -             -            -
President,                  1996          0         -           -            -             -             -            -
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.


                                    Page 12

<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 capacity.  The term
of this  agreement  commenced  March 8, 2000, and may be canceled at any time by
either party upon 60 days prior notice.


                                    Page 13

<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]











                                    Page 14

<PAGE>


                                   SIGNATURES

In  accordance  with  Section 12 of the  Securities  Exchange  Act of 1934,  the
registrant  caused this  Amendment  to Form 10-KSB to be signed on its behalf by
the undersigned, thereunto duly authorized, this 16th day of February, 2001.

                                         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       February 16, 2001.


/s/ Gord Woodward
------------------------
Gord Woodward                    Vice President and Director  February 16, 2001.


/s/ Meir Kahtan
------------------------
Meir Kahtan                      Director                     February 16, 2001.








                                    Page 15

<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. acquires 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 on March 29, 2000).

3(i)(a)     *        Articles of Incorporation of Port Industries, Inc.
                     (Incorporated by  referencefiled  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).


                                    Page 16

<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 by reference 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 the Company'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)         *     Management Agreement between Meir  Kahtan and  e-bidd.com,
                     Inc. dated March 15, 2000. (filed with Amendment No. 1 to
                     10-KSB on May 8, 2000).





                                    Page 17