UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 10-KSB

                     ANNUAL REPORT UNDER SECTION 13 OR 15(d)

                     OF THE SECURITIES EXCHANGE ACT OF 1934

                    For Fiscal Year Ended: December 31, 1999

                        Commission File Number: 0-027957

                                 RBID.COM, INC.

                         ------------------------------
             (Exact name of registrant as specified in its charter)

             Florida                                     33-0857311
--------------------------------                     -------------------
(State or other jurisdiction                          (I.R.S. Employer
of incorporation or organization)                    Identification No.)


                           2030 Main Street, Suite 150
                            Irvine, California 92614
            ---------------------------------------------------------
                    (Address of principal executive offices)



                                 (949) 838-0111
                           --------------------------
                           (Issuer's Telephone Number)

24461 Ridge Route Drive, Laguna Hills, CA  92663

         (Former Name,  Former  Address and Former Fiscal Year, if Changed Since
Last Report)

         Check whether the Issuer (1) filed all reports  required to be filed by
Section 13 or 15(d) of the  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 requirement for the past 90 days. YES X   No
                                                                     ---    ---

         State issuer's revenues for its most recent fiscal year:     $95,395

         Check if there is no disclosure of delinquent  filers  pursuant to Item
405 of  Regulation  S-B  contained  in this  report  and no  disclosure  will be
contained  to  the  best  of  registrant's  knowledge  in  definitive  proxy  or
information statements incorporated by reference in Part 111 of this Form 10-KSB
or any amendment to this Form 10-KSB: [ X ]

         As of July 1, 2000, the aggregate market value of the voting stock held
by non-affiliates  computed by reference to the price at which the common equity
was sold,  or the  average  bid and asked  price of such  common  equity as of a
specified date within the past 60 days (June 30, 2000): $4,072,500.

         State the number of shares  outstanding of each of the issuer's  common
equity, as of the latest practicable date: 12,662,363 as of July 1, 2000

         Transitional Small Business Format: YES     NO  X
                                                 ---    ---
<PAGE>

                                TABLE OF CONTENTS

                                     PART I
                                     ------

Item 1. Description of Business............................................   3

Item 2. Description of Property............................................  20

Item 3. Legal Proceedings..................................................  20

Item 4. Submission of Matters to a Vote of Security Holders................  20


                                     PART II
                                     -------

Item 5. Market for Common Equity...........................................  20

Item 6. Selected Financial Data............................................  21

Item 7. Management's Discussion and Analysis...............................  21

Item 8. Financial Statements...............................................  24

Item 9. Changes In and Disagreements With Accountants on Accounting
          and Financial Disclosure.........................................  26


                                    PART III
                                    --------

Item 10. Directors and Executive Officers................................... 27

Item 11. Executive Compensation............................................  29

Item 12. Security Ownership of Certain Beneficial Owners and Management....  31

Item 13. Certain Relationships and Related Transactions....................  32

Item 14. Exhibits and Reports..............................................  34



                                       2
<PAGE>




                                     PART I

                         ITEM 1: DESCRIPTION OF BUSINESS

I.       INTRODUCTION
---------------------

         RBID.com,  Inc., a Florida  corporation ("RBID" or the "Company" or the
"Registrant"),  is a  development  stage  company  with no earnings  and minimal
revenues, engaged in the development,  ownership,  operation and promotion of an
e-commerce  Super Mall on the  Internet;  and also  holds  itself out to provide
consulting services in the design, development and sale of software and business
solutions  to  persons  who  desire  to set  up an  e-commerce  business  on the
Internet.

         RBID was  originally  organized in 1988 in Florida under the name GCST,
Inc. The Registrant  was dormant and had no revenues from inception  through the
period ending September 30, 1999.

         In August, 1998, the Registrant entered into a reorganization agreement
with  Secure  America,  Inc.,  a  Delaware  corporation,  pursuant  to which the
Registrant issued 5,800,000 shares of common stock to the shareholders of Secure
America, Inc., in exchange for one hundred percent of the shares of common stock
of Secure America,  Inc.,  thereby acquiring software important to its business.
Prior to and following the merger Secure America,  Inc. has remained an inactive
corporation and currently has no assets.

         On April 14, 1999, the corporation  changed its name from GCST, Inc. to
RBID.com, Inc., in order to better reflect its intended business.

         In 1998, the Registrant formulated its business plan for its E-Commerce
Super  Mall and began to develop  the  necessary  software  and  protocols.  The
Registrant  has spent  the last two  years  refining  its  Super  Mall  concept,
developing proprietary software for the SuperMall business, and implementing the
first Super Mall Site. The Company had an  accumulated  deficit of $2,823,640 at
December  31,  1999,  which was  generated  over the  period of  October 4, 1998
through December 31, 1999, as a result of website  research,  marketing  expense
and general and administration expenses and development costs.

II.      RBID's SUPERSITE MALL.
------------------------------

         RBID's Super Mall is an Internet portal which gives the Internet public
access to an online shopping mall (R-mall), an online auction house (R-auction),
an online travel guide  (R-travel),  an online homeguide  (R-homeguide),  online
classifieds  (R-classifieds),  an online  travel  agency  (R-travel),  an online
search engine for products and services  (R-active  shopper),  yellow pages, and
various other Internet services including e-mail, chatrooms and games.

         These  products  and services are bundled and offered as a platform for
businesses  which  wish to  establish  virtual  business  establishments  on the
Internet.  These  businesses,  or virtual  "Tenants"  in the virtual  Super Mall
(hereinafter  collectively the "Tenants"),  lease virtual space,  form their own
Websites,  and set up their own stores which are then integrated with the stores
of other  Tenants in the Super Mall.  These virtual  stores are also  integrated
with the bundle of other products and services  provided to the Internet  public
by RBID at its Super  Mall,  in order to attract  Internet  traffic to the Super
Mall and to the Tenant's stores.

         E-commerce  tenants  in  Registrant's  Super  Mall are  categorized  as
"Independent  Stores", as "Tenant Stores" and "Supersite  Tenants".  Independent
Stores are pre-existing  Website businesses who may have a presence in a variety
of competing Web malls, and have opted to join  Registrant's  Super Mall. Tenant
Stores represent  businesses new to e-commerce over the Net, who have elected to
establish their first e-commerce net store at the Registrant's Super Mall. Super
Site  Tenants are Tenant Store  operators  who desire to expand the products and
services  they  offer over the Net by  recruiting  additional  new Tenant  Store
operators  to join  with  them in their  own  subtier  Super  Site,  to create a
combined  multi-store  presence which is integrated into the Registrant's  Super
Mall.

                                       3
<PAGE>

         The Company commenced test operations in May, 1999 and began commercial
operations in November, 1999.

         A.  Revenues Producing Services

                  RBID's Super Mall has been designed to create revenues for the
         Company  in  several  different  ways.  The  revenue  sources  from the
         Company's SuperSite Mall are as follows:

                  1.       Independent Store Commissions. Much like a bricks and
                           mortar  shopping  mall,  the SuperMall  consists of a
                           growing list,  currently numbering  approximately 218
                           of  independent,  general and  specialized  retailers
                           from  which  purchases  online  can  be  made.  These
                           independent  stores all have their own Websites and a
                           pre-existing  commercial presence on the Internet and
                           have been recruited for inclusion in the SuperMall by
                           Registrant.

                           These retailers  include such well-known names brands
                           as  Disney,  Dell  Computers,  JC Penny,  Maidenform,
                           Borders Books,  Sony Music,  Sharper  Image,  Compaq,
                           Staples.com,   and  also  include  such  services  as
                           Priceline.com,  Quicken,  ReliQuote.com,  stamps.com,
                           and others.

                           Registrant  has entered  into  agreements  with these
                           merchants  for the inclusion of their online sites in
                           the  Company's  Super  Mall in  exchange  for a sales
                           commission  which is a negotiated  percentage of each
                           sale  by  such   merchants   through   retail  stores
                           affiliated with the SuperMall,  varying from merchant
                           to  merchant  and  product  or  service to product or
                           service  and  ranging  from  2% to  25%  (hereinafter
                           "Independent Retail Commissions").

                  2.       Tenant Store Commissions. RBID has an ongoing program
                           of recruiting  new stores for its Super Mall who fall
                           into a different  category,  called "Tenant  Stores".
                           These are typically new  businesses,  or  established
                           businesses, who do not yet have a commercial presence
                           on  the  Internet.  RBID  enters  into  an  agreement
                           whereby   it   assists   these   Tenant   Stores   in
                           establishing  their  commercial  presence on the Web,
                           and  receives  a 10%  commission  on the  sale of all
                           merchandise  and  services  by the stores  integrated
                           into   its   Super    Mall    (hereinafter    "Retail
                           Commissions").

                  3.       Site  Advertising  Revenues.  RBID receives  revenues
                           from  banner  advertising  displayed  throughout  the
                           SuperMall    Sites   and   StoreSites    (Advertising
                           Revenues), based on click through traffic through the
                           SuperMall  and  its  various  stores,   products  and
                           services.

                  4.       Click Through Revenues. The Company receives revenues
                           from  other   unrelated   Internet   sites  based  on
                           so-called "Click Through" traffic which the SuperMall
                           and its collective sites send to such other sites, as
                           a result of advertisements, promotions, informational
                           listings  and  other  inducements  displayed  on  the
                           SuperMall and its collective sites.

                  5.       Store Tenant Monthly  Service Fees. RBID receives one
                           time  installation   fees,  and  thereafter   monthly
                           service  fees  from  its  Tenants.  In  this  regard,
                           Tenants  are   classified   as  "Store   Tenants"  or
                           SuperSite Tenants. Store Tenants pay a monthly fee of
                           $29.95 for their  affiliation in the SuperSite  Mall,
                           as well as Retail  Commissions  through  their  store
                           sales noted above.

                                       4
<PAGE>

                           The $29.95  monthly  store owner fee includes the use
                           of customized  software  products and services of the
                           Registrant  to build a store  Website,  including the
                           Company's Proprietary Website Store Builder Software.
                           An individual merchant can utilize Registrant's Store
                           Building  Software to build his store based on a menu
                           of  available  templates  and can  customize  it in a
                           matter of minutes  (and  modify and update it quickly
                           at any time) to present  the store  owner's  products
                           and  services  and to enable  customers  to  purchase
                           those products or services online.

                           The Company also provides the service of QuikTrack, a
                           transaction  manager  with   point-and-click   online
                           access to the current  status of traffic  activity at
                           an individual's store. QuikTrack utilizes proprietary
                           software developed by Registrant.

                           All revenues  generated by an individual Store Tenant
                           are  retained  by the  Store  Tenant,  less  the  10%
                           commission paid to the Company.  The Store Tenant has
                           the  advantage  of  being  located  "next  to"  (in a
                           virtual  sense)  the  two  hundred-plus   established
                           Independent Stores.

                           The pricing for individual Store Tenants of their own
                           products  is  up  to  their  individual   discretion.
                           Likewise they are  responsible for the fulfillment of
                           all orders to their online customers.

                  6.       SuperSite  Tenants  Monthly  Service Fees.  SuperSite
                           Tenants are  required to set up at least "one" Tenant
                           Store (the  "Permitted  Tenant  Store") but also have
                           the additional  opportunity to both create additional
                           levels or subtiers of "SuperSite",  and to locate and
                           add  additional  subtenants  who desire to  establish
                           their own Virtual  Tenant  Stores under the direction
                           and account of the SuperSite Tenant.

                           SuperSite  Tenants pay an  installation  fee of $995,
                           and a monthly  fee of $39.95.  SuperSite  Tenants are
                           not required to pay any commissions to the Company on
                           sales through their one "Permitted" Tenant Store.

                           SuperSite  Tenants  share  with  the  Registrant  and
                           others in all  commissions  on revenues  generated by
                           any Sub Tenant  Stores they bring into their  Subtier
                           SuperSite.

                           This  structure  has  been  put in  place in order to
                           promote  rapid  growth  in the  community  of  stores
                           integrated with RBID's SuperSite Mall.


                                       5
<PAGE>

<TABLE>
<CAPTION>

                           RBID's structure with regard to Supersite Tenants may
be diagramed as follows:

                                 RBID.COM, INC.

                                 SuperSite Mall

<S>                       <C>                                 <C>                      <C>
Independent Stores                      Tenant Stores                                    SuperSite Tenants

                                                                                        One Permitted Store

                                                              Subtier

Subtier                    One                                SuperSite                 One Permitted Store
SuperSite                  Permitted                          Tenant
Tenant                     Tenant

                           Store

                                                              Subtier

Subtier                    One                                SuperSite                 One Permitted Store
SuperSite                  Permitted                          Tenant
Tenant                     Store

                     And So On Down an Organizational Chain
</TABLE>


<
                                      6
<PAGE>


                  7.       Basic Internet Service  Provider.  Registrant  offers
                           basic Internet service at a cost of $19.95 per month,
                           both to the Internet public at large,  and to all its
                           Tenants.  The Tenants are not required to utilize the
                           Company's  Internet  service,  and may use any  other
                           Internet service provider.

                           The Company's  Internet  service includes free email,
                           free chatrooms, free Net games, and a game site which
                           includes  links  to  other  game  sites.  While  some
                           competitors  are now offering basic  Internet  access
                           services for free,  Registrant  believes the price it
                           is charging is  justified  in view of the  additional
                           features included.

         B.       Additional Services Provided

                  In order to  increase  traffic to the Super  Mall and  thereby
                  increase  Advertising Revenue and store sales and commissions,
                  the  Company's  Super  Mall  provides  a number of  additional
                  services,  some of which  are  free and some of which  provide
                  opportunity  for the  Registrant  to earn  additional  income.
                  These services are as follows:

                  1.       Auction  Services:  The  Company's  auction  services
                           (R-auction)  offers  consumers  the  ability  to list
                           items  for sale at no  charge  for the  listing.  The
                           listing  includes a product  description  and, at the
                           seller's election, an image or photograph, along with
                           price and payment  information.  The Company provides
                           this service through U-Bid,  an independent  company,
                           utilizing  a link to  U-Bid's  site,  under a revenue
                           sharing  agreement which provides $1.00 for every new
                           customer.  Users are not  charged a fee to list items
                           for sale, but a 2% fee is collected upon consummation
                           of a sale transaction.

                  2.       Freeads: (R-classifieds). This service, which is free
                           to  anyone  visiting  the  RBID  Super  Mall,  is  an
                           advertising  service  which  can be used in much  the
                           same  way  as   conventional   newspaper   classified
                           advertising  services and is offered  without charge,
                           as  an   inducement   to   attract   traffic  to  the
                           Registrant's  Super  Mall.  There  is no limit to the
                           number  of free ads an  individual  can  place.  This
                           service is  provided  by  InfoSpace,  an  independent
                           company,  through  a link to the  InfoSpace  Website.
                           Registrant  has  a  revenue  sharing  agreement  with
                           InfoSpace  whereby  Registrant  receives  35%  of all
                           click through revenues from users sent to InfoSpace's
                           site.

                  3.       Games:  The SuperMall  makes various  Internet  games
                           available for playing by the general  Internet public
                           without  charge.   It  also  provides  a  link  to  a
                           multiparty game playing site over the Web.

                  4.       E-mail:  The SuperMall  provides free E-mail services
                           to the general  public,  permitting  them to send and
                           receive E-mail from the SuperMall's site.

                  5.       Internet Search:  The SuperMall  provides free access
                           to all the Internet search engines, including Go.com,
                           Yahoo.com, Lycos.com and Excite.com.

                  6.       R-Travel:  Links users to FareBetter, a comprehensive
                           system designed to exhaustively  search fares offered
                           by airlines, discounted airfare offers, and exclusive
                           White Label(TM) fares.  RBID has entered into private
                           label deal with  FareBetter  whereby RBID  receives a
                           commission on revenue generated by user activity.

                  7.       R-Active Shopper: Another InfoSpace link which serves
                           as  a  search   engine  for   products  and  services
                           available on the Internet.

                                       7
<PAGE>

                  8.       R-Chat:  A chat site  featuring  chats in English and
                           eight  other  languages,   French,  German,  Chinese,
                           Japanese,  Spanish,  Korean,  Philippino and Italian.
                           R-Chat is established under a private label agreement
                           with  Webmaster,   Inc.  (available  to  all  Website
                           visitors).

                  9.       R-Web Search,  an Open  Directory  search engine link
                           service powered by InfoSpace.

                  10.      R-Finance,  an  InfoSpace  powered  link  to  various
                           financial services and information.

                  11.      R-Maps,  an InfoSpace  powered link to  international
                           map services.

                  12.      R-Yellow Pages, an InfoSpace powered link to business
                           listings.

                  13.      R-White   Pages,   an   InfoSpace   powered  link  to
                           individual listings.

                  14.      R-Community  Beach, the site where Internet users can
                           sign up to  avail  themselves  of the  free  services
                           provided by the Super  Mall.  Once a user signs up he
                           becomes a "free community member".

                  15.      R-Island,  an online  business  building  system  for
                           SuperSite owners. RBID charges a one-time fee of $195
                           for this  product.  (The income is not  redistributed
                           under the Comp Plan.)

                  16.      R-Benefits,  a Website which offers prepaid  packaged
                           services  for  health and  health  related  services,
                           travel  and  travel  related   services,   lifestyle,
                           including   convenience   services,   physicians  and
                           hospitals,  including  discount  pharmaceuticals  and
                           legal and tax advice services.

                  17.      R-Entertainment,  a comprehensive  listing of various
                           forms of entertainment, games and general amusements.

                  18.      R-News,  an  InfoSpace  powered  listing  of top news
                           stories  both  national  and  international,  and  in
                           various focus areas provided by Comtex.

                  19.      R-Business   Services,   an  InfoSpace  powered  site
                           featuring business to business services.  Income from
                           commissions is pooled and redistributed.

                  20.      R-Stock, a link to Bloomberg.com  providing financial
                           information,  stock quotes, news and related services
                           to interested users.

         C.       Services Provided to SuperSite Tenants

                  Registrant  offers  anyone  the  opportunity  to  purchase  an
         individual SuperSite and in doing so to become the online equivalent of
         a shopping mall owner and operator and portal owner,  but with the bulk
         of the software  development already done, and a maintenance service in
         place,  for a monthly  fee.  Further,  the work of  assembling  "anchor
         tenants" and a collection of retail stores is already done.

                  The SuperSite  purchaser can  immediately  create both his own
         store and his personal  shopping mall and portal for future  customers.
         The  Super  Site  purchaser   receives  a  web  page  and  a  SuperSite
         personalized  for the  purchaser,  but within  certain  general  design
         specifications  developed and  maintained by the  Registrant.  Upon the
         completion of the purchaser's  personalized SuperSite, the purchaser is
         then able to solicit his own customers to purchase  goods and services,
         and to solicit  potential  store owners who wish to operate  within his
         SuperSite,   and  to  solicit  the  purchase  of   additional   Subtier
         SuperSites.

                                       8
<PAGE>

                  Each  SuperSite  contains the basic  features of the SuperSite
         prototype,  but from that point is  personalized  and  evolves  into an
         entity  which  takes  its own  shape and  attracts  its own  customers,
         primarily  through the activities of its owner and those whom its owner
         recruits to take part as  customers,  Subtier Store Tenants and perhaps
         Subtier SuperSite Tenants.

                  In addition the SuperSite  purchaser  will provide  "tracking"
         software that enables the SuperSite  purchaser to monitor a broad range
         of activity taking place on his individual SuperSite.

                  These  features  are all combined in the RBID  SuperMall  with
         what are  currently  the more  conventional  uses and  expectations  of
         Internet users,  such as basic Internet  access,  including most search
         engines, e-mail and chat forums.

                  From  November  5,  1999,   through  December  31,  1999,  the
         Registrant  leased 84 SuperSites to SuperSite  Tenants.  The Registrant
         delivered these SuperSites in the last quarter of 1999.

         D.       Redistribution   of  Certain  Revenues  to  Tenants  and  Site
         Users/R-bid's Network Referral Marketing Plan

         70% of the  Company's  revenues  from the  following  three sources are
         reallocated  to its  Tenants  and  the  Internet  public  who  use  the
         SuperMall Site and its free services, on a monthly basis:

         (1)      Revenues   generated   by  the  payment  of   commissions   by
                  independent  stores  and  Tenant  Stores  on  merchandise  and
                  services sales;

         (2)      Revenues  generated by paid  advertising  on the SuperMall and
                  its SuperSites and free services sites;

         (3)      Revenues  generated by Click  Through  activity  paid by other
                  sites to which Internet visitors are referred.

         These reallocated  revenues are combined each month, and divided 10% to
Site Users,  40% to  SuperSite  Tenants  based on their site  usage,  and 50% to
SuperSite  Tenants based on their Subtier  SuperSite  Tenants  (hereinafter also
referred to as "Team Members") as follows:

         1.       The 10% of these reallocated revenues allocated to Site users,
                  are allocated among all members of the general Internet public
                  who  set up a free  personal  account  as an  e-mail  user  or
                  personal  homepage.  The 10% is  reallocated to the account of
                  these Site users on a biweekly basis,  pro rata,  based on the
                  ratio  of usage  or  traffic  of  their  site.  These  revenue
                  allocations  are accrued until a minimum of $25.00 is payable,
                  and then periodically paid out.

         2.       The 40% of these reallocated  revenues  allocated to SuperSite
                  tenants  based on their Site usage,  are  allocated  among the
                  SuperSite  Tenants in the ratio that total  activity  at their
                  site,   bears  to  the   aggregate  of  all  activity  at  all
                  SuperSites.

         3.       The 50% of these reallocated  revenues  allocated to SuperSite
                  Tenants based on subtier SuperSites,  are allocated based upon
                  the number of subtier SuperSite Tenants or Team Members,  each
                  SuperSite Tenant has brought in as a subtier Tenant.  Revenues
                  are allocated in the ratio that the number of subtier  Tenants
                  the  SuperSite  Owner has brought in (up to a maximum of seven
                  subtier  SuperSite  Tenants),  bears  to  the  number  of  all
                  SuperSite Tenants at the end of the monthly period.

                                       9
<PAGE>

                  By  way  of  example,  if 50%  of  reallocated  revenues  were
                  $100,000,  and there were 229 tenants in the tenant  community
                  team,  we would  divide the $100,000 by the 229 tenants with a
                  resulting  total of $436.68 per tenant.  As  explained  above,
                  there  is a  maximum  of 7  sub-tier  SuperSite  Tenants.  For
                  allocation purposes,  the $436.68 per tenant is divided by the
                  7 subtenant levels resulting in $62.38 per tenant  allocation.
                  Total allocation of funds is summarized as follows:

                           229  tenants   times  $62.38  =  $14.286   Total  sub
                           allocations ($14.286 times 7 levels = $100,000)

                  In any month in which the  aggregate  reallocated  revenues to
                  any  SuperSite  Owner does not exceed  $10,  the  Company  has
                  elected  to pay  such  SuperSite  Owner a  minimum  of $10 per
                  month.

E.       No Assurance of Profitable SuperSite Operation

         The Company management recognizes that once a SuperSite has been set up
         and is operational  by the Tenant,  there is no assurance the SuperSite
         Tenant will be able to attract Store Tenants and establish a profitable
         business.  It can be difficult  to attract  Tenants to set up Stores on
         the  Internet,  because of the  newness of  e-commerce,  the  technical
         aspects of computers and the Internet,  and the competition  from other
         providers of Internet commerce, among other factors.

F.       Monitoring of Tenant Activities

                  Registrant  has developed  the following  procedures to remove
         advertisers that misrepresent their products or themselves or otherwise
         run afoul of the law.

                  First,  the  Registrant's  staff monitors all  advertising and
         chat activity. Second it has created a complaint department that allows
         a  prospective   purchaser  to  lodge  an  e-mail  complaint  with  the
         Registrant.  Until  such time as the  complaint  is  investigated,  the
         Registrant will mark the advertisement or item with a special symbol to
         advise  customers  that  purchase  is  halted  pending  a review of the
         product or  service.  The  Registrant  will then  e-mail the seller and
         forward the received complaint.  The seller will have five (5) business
         days to respond. If the seller fails to respond, the ad or item will be
         deleted.  If the seller responds,  the response will be forwarded on to
         the complaining consumer.  The complaining consumer will have five days
         to respond to seller's  explanation.  If the consumer does not respond,
         the item or ad will  continue  to be offered and the  notation  will be
         removed. If the consumer continues to complain,  the advertisement will
         be  deleted  by the  Registrant  and  the  advertiser  notified  unless
         registrant  receives   reasonable   assurance  that  the  complaint  is
         spurious.

G.       Marketing

         RBID  utilities  it  wholly-owned  subsidiary,  R-way
         Corporation,  a Delaware  corporation  ("R-way"),  to
         market its  SuperMall to potential  Store Tenants and
         SuperSite  Tenants,  as  well  as  to  subtier  Store
         Tenants and subtier SuperSite Tenants. R-way provides
         marketing  services,   sale  services,   and  support
         services  in  assisting  Tenants  in  building  their
         Stores and their SuperSites.

                                       10
<PAGE>

         R-way has been  using  direct  marketing  as the  principal  method for
promoting  RBID's  products and services.  However,  R-way has now developed the
R-bid Network  Referral  Marketing  Plan, in order to expand the number of sites
associated  with  Registrant's  Super Mall.  R-way markets  RBID's  products and
services  through a network  referral  marketing  concept where  individuals and
business  owners may become  marketing  affiliates  by  completing  an Affiliate
Agreement and making an initial payment of $29 for a starter kit. (The $29.00 is
estimated to cover the costs to RBID of  establishing  an Affiliate  Account.) A
Marketing  Affiliate's job is to seek out and sign up Store Tenants,  Super Site
Tenants,  and new  affiliates who will further assist in the signing up of Store
Tenants and Super Site Tenants for Registrant's Super Mall. Marketing Affiliates
are paid sales commissions based on the sale proceeds from new Store Tenants and
Super Site Tenants they sign up, and on the sales  proceeds  from new  Marketing
Affiliates they recruit who in turn sign up Store Tenants and Super Site Tenants
as  well as on  their  level  of  achievement  within  the  Company's  incentive
compensation plan (the "Plan"). As Marketing  Affiliates  accumulate  increasing
Website sales,  Marketing  Affiliates are qualified to receive greater  personal
sales commissions and commission overrides on their downlines'  affiliates' site
sales activity.

                  There are seven levels of qualification.  At the foundation of
         the Plan is the requirement that in order to receive Plan Compensation,
         the  Marketing  Affiliate  must have and  maintain:  At least five site
         tenants,  either  Tenant  Stores or Super  Site  Tenants  are  actually
         engaged in retail  commerce  over the Internet from their Tenant Sites,
         and whom the  Marketing  Affiliate  has brought  into the Super Mall as
         paying tenants.

                  Levels of achievement for Affiliates have been  established as
follows:

       1.       Marketing Affiliate:      Must  purchase a $29  starter  kit and
                                          sign a Marketing Affiliates Agreement.

       2.       Area Manager:             Must  have  sold   five   Super   Site
                                          Tenants.

       3.       Area Director:            Must have sold  twenty five Super Site
                                          Tenants  and  have   established   two
                                          additional  Marketing  Affiliates  who
                                          have become Area Managers.

       4.       Regional Director:        Must have sold 100 Super Site  Tenants
                                          and    established    two   additional
                                          Marketing  Affiliates  who have become
                                          Area Directors.

       5.       National Director:        Must have sold 500 Super Site  Tenants
                                          and     established    two    Regional
                                          Directors.

       6.       Continental Director      Must have sold 2500 Super Site Tenants
                                          and    established    three   National
                                          Directors.

       7.       International Director    Must  have  sold  10,000   Super  Site
                                          Tenants    and    established    three
                                          Continental Directors.

       8.       Infinity Director:        Must  have  sold  25,000   Super  Site
                                          Tenants    and    established    three
                                          International Directors.


         Under the Plan,  Affiliates may earn referral sales commissions several
ways:

                  1.       Referral  Commission  Income: A $400 sales commission
                           is paid to the Affiliate who personally sells a Super
                           Site and  whose ID  number  is  entered  on the sales
                           order for the new Super Site Tenant.

                  2.       CV Bonus.  All RBID private  branded retail  products
                           and  services  such as  Super  Sites,  Site  Hosting,
                           Online  Training  and  Equipment,  are  assigned a CV
                           (Commission Value) amount.  Affiliates may earn 8% to
                           10% of the  assigned  CV  amount of each  product  or
                           service  sold  within  their  qualified   groups.   A
                           Qualified  Group is defined as their eligible  levels
                           of qualification.  Affiliates earn this commission on
                           up to ten levels below them,  based on their level of
                           Achievement under the Plan.

                                       11
<PAGE>

                           The CV on a Super Site Tenant sale is $300.00, and is
                           shared  among  the  Seller  and  up  to  nine  upline
                           individuals.

                  3.       Infinity Global Bonus Pools: Marketing Affiliates who
                           qualify for the  Company's  three  highest  levels of
                           achievement   will   qualify  to  receive  a  monthly
                           pro-rata  share  of a  total  of 9% of the  Company's
                           overall CV amount.  The three shared pools are 2%, 3%
                           and 4% of total worldwide CV.

                  4.       E-Commerce  Bonus  Pool  Revenue  Sharing:  RBID also
                           generates  additional  revenues from the traffic that
                           is  built  through  the  RBID  Website,  from  retail
                           customers,   e-mail   users,   browsers,   and  other
                           marketing  affiliates.   E-commerce  revenue  sources
                           include Web site click throughs,  banner advertising,
                           paid  e-mail  messages,   and  online  mall  referral
                           commissions.  Seventy percent of the total e-commerce
                           gross profit generated by the worldwide  organization
                           is shared among the  qualified  Marketing  Affiliates
                           and Free Community Members.  (A Free Community Member
                           is defined as a non-affiliate  who is given access to
                           some of the R-BID portal benefits.)

                           Free  Community  Members  share in 20% of this  pool,
                           based  on   pro-rata   usage.   Qualified   Marketing
                           Affiliates  share  in 40% of the  pool on a  pro-rata
                           usage  basis.  Qualified  Marketing  Affiliates  also
                           receive  a  Matching  Bonus  equal to the  amount  of
                           E-Commerce   Revenue   Sharing   received   by  their
                           front-line   Marketing    Affiliates,    defined   as
                           individuals they personally enrolled.

                                       12
<PAGE>
         These commission payments may be summarized as follows:

<TABLE>
<CAPTION>

RBID Compensation Plan - Effective July 1, 2000

                  Marketing      Area         Area          Regional    National   Continental        International     Infinity
Position          Affiliate      Manager      Director      Director    Director   Director           Director          Director

<S>               <C>            <C>          <C>           <C>         <C>        <C>               <C>               <C>
Qualification:    Starter Kit    5 Sales      25 Sales      100 Sales   500 Sales  2500 Sales        10000 Sales       25000 Sales
(SuperSite        $29            & 2 Area     & 2 Area      & 2 Reg'l   & 3 Nat'l  & 3 Contn'l       &3 Internat'l
Retail Sales)                                 Mgrs. Legs    Dir. Legs   Dir. Legs  Dir. Legs         Dir. Legs         Dir. Legs

Personal Sales
Commission        $400            $400         $400          $400         $400      $400               $400              $400


Residual  Income  Plan:  Based  on CV  (Commission  Value  on all  products  and
services). Qualified Levels with 100 CV and 5 Customers per month.

1st Level         10%           10%         10%         10%         10%         10%               10%                  10%

2nd Level          8%            8%          8%          8%          8%          8%                8%                   8%

3rd Level          8%            8%          8%          8%          8%          8%                8%                   8%

4th Level          8%            8%          8%          8%          8%          8%                8%                   8%

5th Level                        8%          8%          8%          8%          8%                8%                   8%

6th Level                                    8%          8%          8%          8%                8%                   8%

7th Level                                                8%          8%          8%                8%                   8%

8th Level                                                            8%          8%                8%                   8%

9th Level                                                                        8%                8%                   8%

10th Level                                                                                         8%                   8%

Leadership Infinity Override (limited)                                           2%               2-4%  2              -6%

Infinity Global Pools (Pro-rata share of CV)                                     2%                 3%                  4%

Car Allowance Leadership Bonus: (must maintain qualifications)                                       $1,000 per  month

PLUS - Shared  Revenues from Ad Banners,  Click-throughs,  Paid e-mail,  Virtual
Mall Purchases,  etc: 20% to Community Members, 40% to SuperSite Owners, and 40%
Matching Bonus to SuperSite Owner Sponsors.
</TABLE>

                                       13
<PAGE>




         H.       Current Traffic Levels and Revenues

                  (i)  Traffic.  The  total  traffic  through  the  Registrant's
         SuperMall  from November 5, 1999,  when it was opened through March 31,
         2000, totals 7,706,187.

                  (ii)  Commissions  from Store  Revenues.  Prior to November 5,
         1999,  the Company had no revenues from sales.  Since November 5, 1999,
         the sales volume at the SuperMall's  stores, and resulting  commissions
         have been as follows:

                                     Store Sales                Commissions

                                      Revenues                  To RBID

  11/5/99 - 12/31/99                 $0                         $0
  1/1/00-3/31/00                     $0                         $0


  (iii) Revenues from Tenants

                         Store Tenant      SuperSite Tenant   SuperSiteTenant
                         Monthly             Installation     Monthly
                         Service     Fees       Fees          Service Fees
                         -------     ----       ----          ------------
                         Number       $                       Number   $

   11/5/99 - 12/31/99     0           0      $   95,395          0      0
   1/1/00 - 3/31/00       0           0      $1,154,374          0      0


   (iv) Advertising Revenues

                                                     No. Of
                                  Revenues          Advertisers
                                  --------          -----------

   11/5/99 - 12/31/99               $0                 0
   1/1/00-3/31/00                   $0                 0

   (v) Click Through Revenues

                                                 Click Through
                                  Revenues          Count
                                  --------          -----

   11/5/99 - 12/31/99               $0              0
   1/1/00-3/31/00                   $0              0

   (vi) Internet Service Provider Fees

                                                  No. Of
                                  Revenues       Customers
                                  --------       ---------

   11/5/99 - 12/31/99               $0              0
   1/1/00-3/31/00                   $0              0


                                       14
<PAGE>

         I.       Key Service Providers Utilized by the Company

                  1.       Concentric Contract.  Pursuant to a contract executed
                           with Concentric Network  Corporation  ("Concentric"),
                           Concentric  provides  the  Company's  Super Mall with
                           computer   "servers",   including   an  OC3  Internet
                           connection  with the  ability to handle  millions  of
                           shoppers,  online auction bidders and other visitors.
                           Concentric has over 2,000 local ISP connection  sites
                           in the United  States and  Canada  running  mostly at
                           acceptably fast 56k and ISDN speeds.

                           The  Contract  has an initial  one year  term,  which
                           commenced on June 12, 1999,  automatically renews for
                           successive  one year terms unless  canceled by either
                           party, and provides for services to RBID on a monthly
                           basis at approximately $1200 per month.

2.                         Credit Card  Contract:  The Registrant has contracted
                           with Card Service  International  for  provision  for
                           over-the-net credit card services for VISA and Master
                           Card.  RBID  pays a flat fee of $0.05  per  month for
                           each  customer,  plus a  percentage  of  credit  card
                           revenues to Card Service  International  on all "over
                           the  Net"  credit  card  purchases   utilizing  these
                           facilities, which varies between 2% and 4%, depending
                           on which credit card is used.

         J.       Patents, Copyrights and Trademarks

The Registrant holds no copyrights, patents or trademarks.

         K.       Research and Development Activities

                  The Company  expended  over  $206,579 in 1999, in research and
         development  in order to develop the  software for its  SuperMall.  The
         software is now complete  but the Company will  continue to upgrade for
         technological  changes  software  development  in the  future  for  its
         SuperMall. None of this software has been patented or copyrighted.

                  The Company also holds itself out as an independent consultant
         to  assist  third  parties  in their  development  of  Internet  sites,
         including development of required software.

         L.       Competition

                  The electronic  commerce market is a new, rapidly evolving and
         competitive business.  Registrant,  as a startup Company, competes with
         numerous online sales and services  organizations which offer customers
         the same,  similar or  alternative  methods of  shopping  for goods and
         services.

                  The market is extremely  competitive  and includes many large,
         well financed  businesses  spending millions of dollars in advertising,
         combined,  in some cases, with subsidized free Internet access service.
         There are no  significant  barriers  to entry  into the market by other
         companies.

                                       15
<PAGE>

                  Registrant  needs  to  gain  a  sufficiently   broad  base  of
         customers and users of its Super Mall and  collective  sites to be able
         to generate  click-through  revenue and banner  advertising  revenue as
         important  revenue streams,  for it to grow and sustain its operations.
         There  is no  assurance  Registrant  will  gain  or  ultimately  hold a
         significant  share in this market.  However,  management  is optimistic
         that  it can  deliver  a  superior  Net  portal  for the  Tenants  at a
         competitive price and thereby gain an increase market share in this new
         industry.

         M.       Government Regulation

                  At the present time,  the Registrant is (not) required to seek
         the review of any local,  state,  federal or  international  regulatory
         body for its use of the Internet for  telephone  calls.  At the present
         time,  the  Registrant  is (not)  required to obtain the consent or the
         permission from any companies which own the transmission lines or other
         means of transmission  before  commencing its use of the telephone line
         services.

         N.       Seasonal Factors

                  Registrant believes that due to the nature of the products and
         services  sold  through  its  Super  Mall it is likely  that  sales and
         revenues  will  fluctuate  seasonally,  with a strong  emphasis  on the
         Christmas  shopping  season.  It is possible that this  seasonality  of
         business may cause revenue and operating results to fluctuate,  and the
         Company  may not be able to  generate  sufficient  revenue  in  certain
         quarters to offset expenses.

         O.       Costs and Effects of Compliance with Environmental Laws.

                  The  Registrant  is not  engaged in any  business  which would
         presently  require  compliance  with  Federal  or  State  environmental
         agencies.

         P.       Markets for Products and Services

                  The potential market for the products and services provided by
         the  Registrant  is  potentially  global and  consists of all  persons,
         wherever  situated,  who  utilize  the  Internet,  as well as those who
         desire to set up their own virtual business on the Net.

III.     CONSULTING SERVICES
         -------------------

         RBID holds itself as an independent  consultant to advise third parties
on how to design,  implement and market e-commerce sites on the Internet, and to
provide software  development  services to such third parties in connection with
implementation of their Sites.

         RBID is currently  discussing with two potential  clients the providing
of such  consulting  services,  but to date no  consulting  contracts  have been
signed, and no consulting services have been performed.

                                       16
<PAGE>

IV.      CAPITAL
         -------

         Registrant's capital is currently insufficient to conduct its business.
If it is unable  to  obtain  additional  capital,  Registrant  will be unable to
promote  its  SuperMall,  or  otherwise  maintain a  competitive  position.  The
sources,  availability and terms for additional capital to sustain the Company's
operations  are unknown at this date, and there is no assurance the Company will
be able to locate sufficient capital to carry forward its business and implement
its business plan.

V.       EMPLOYEES
         ---------

         Registrant  employs  11 full  time  employees.  None  of its  employees
belongs to a collective bargaining group or union.

                                       17
<PAGE>


                                    GLOSSARY

Banner Advertising:  A banner is an advertisement in the form of a graphic image
that  typically  runs  across a Web page or is  positioned  in a margin or other
space reserved for ads.

Chat Room: A virtual "room" or location,  with varying  limitations on its size,
i.e. on the number of people it can  accommodate,  found on different  Websites,
which may be  "entered"  and  "visited"  by people who while there can  exchange
typed  messages  with  each  other as if at a virtual  cocktail  party or simply
remain "quiet" and read and observe the dialogue between others.

Click  Through  Revenue:   A  click  is  "when  a  visitor   interacts  with  an
advertisement."  This does not mean simply interacting with a rich media ad, but
actually  clicking on it so that the visitor is headed  toward the  advertiser's
destination.  (It also does not mean that the  visitor  actually  waits to fully
arrive at the destination, but just that the visitor started going there.)

A clickthrough  is what is counted by the  sponsoring  site as a result of an ad
click. In practice,  click and clickthrough tend to be used  interchangeably.  A
clickthrough,  however,  implies that the user actually  received the page. Some
advertisers  are  willing  to pay  only  for  clickthroughs  rather  than for ad
impressions.

Clickthrough  Revenue  is a  commission  paid by the  destination  site for each
Clickthrough person, to the origination site.

E-commerce  (electronic  commerce or EC): is the buying and selling of goods and
services on the Internet, especially the World Wide Web.

E-mail:  (electronic  mail)  is the  exchange  of  computer-stored  messages  by
telecommunication. E-mail was one of the first uses of the Internet and is still
the most popular use. E-mail can be distributed to lists of people as well as to
individuals.

Independent  Store:  A general or  specialized  retailer  of goods and  services
having their own websites and a pre-existing commercial presence on the Internet
which has entered into an agreement  with the Company to have its store included
in the Company's  SuperMall pay the Company a negotiated  percentage of revenues
("Independent Stores") ranging generally from 2.5% to 25% on their sales through
the SuperMall..

Portal (Internet  Portal):  1) Portal is a new term,  generally  synonymous with
gateway,  for a World Wide Web site that is or proposes  to be a major  starting
site for users when they get connected to the Web or that users tend to visit as
an anchor site. There are general portals and specialized or niche portals. Some
major general portals include Yahoo,  Excite,  Netscape,  Lycos, CNET, Microsoft
Network,  and  America  Online's  AOL.com.  Examples  of niche  portals  include
Garden.com (for  gardeners),  Fool.com (for investors),  and  SearchNT.com  (for
Windows NT administrators).

                                       18
<PAGE>

A number of large access providers offer portals to the Web for their own users.
Most  portals  have  adopted  the  Yahoo  style  of  content  categories  with a
text-intensive,  faster  loading page that visitors will find easy to use and to
return to. The term portal space is used to mean the total number of major sites
competing to be one of the portals.

Online Auction House: A virtual auction house accessed on the Internet where one
can  list  items  to  be  sold,   usually  with  accompanying   photographs  and
descriptions,  and where  would-be  buyers can  contact the seller by e-mail and
make offers to buy the items.  The seller can then sell to the highest bidder or
otherwise choose which offer to accept and make  arrangements with the buyer for
payment and delivery.

Quik Track aka R-track:  The Company's  proprietary  customized  software  which
monitors traffic on the Company's website and which can be used by Store Tenants
or  SuperSite  Tenants to access  information  about  traffic  to the  Company's
website  and by  SuperSite  Tenants to access such  information  specific to the
individual SuperSite Tenant's own SuperSite.

R-eMail:  The Company's  free e-mail  service  available to  subscribers  to the
Company's basic Internet  service as well as to SuperSite  Tenants.  The service
includes an e-mail  address and the ability to send and receive  e-mail over the
Internet.

R-Fun&Games: A site on the Rbid.com website where visitors can access and play a
variety of games and be linked to other  sites on other  websites  for access to
additional  games and can also access  other  features  such as greeting  cards,
cartoons, a chatroom and various sources of music over the Internet.

SuperMall:  The  virtual  shopping  mall  created  by  Company  which  comprises
independent general and specialized retailers of goods and services (Independent
Stores) as well as Store Tenants and SuperSite Tenants.

Store Tenants: A business owner renting a virtual store located in the SuperMall
for the purpose of conducting  e-commerce.  A Store Tenant pays $29.95 per month
plus a 10% commission to Company on all sales made in his virtual store.  For no
additional  charge a Store Tenant has the use of Company's Website Store Builder
Software.

Subtier SuperSite Tenants: Persons who acquire a SuperSite (usually for a fee of
$995 plus a monthly  maintenance  fee of $99.95)  sold to them by the  SuperSite
Tenant,  or thereafter  sold to them by the Subtier  SuperSite  Tenant,  and who
thereby become part of a revenue sharing group with the initial SuperSite Tenant
and with each other.

SuperSite:  A  SuperSite  is an  individual  Website  that  can be  acquired  by
SuperSite Tenants.  SuperSites  incorporate the basic features of Rbid's website
but can be customized  and  separately  marketed by the SuperSite  Tenant who is
afforded the opportunity to market and generate  traffic on his SuperSite and to
participate  in  revenues  generated  by Company  through  the  activity  on his
SuperSite.

SuperSite  Tenants:  Those persons who acquire a SuperSite and with it the right
to operate one  Permitted  Tenant Store and the right to lease out other Subtier
Tenant Stores and Subtier  SuperSites,  and to share in revenues and commissions
generated by Company from its various revenue sources.

Tenant Monthly Service Fee: The monthly payment of $29.95 by Tenant Store owners
for the  privilege of operating a Tenant Store in the  SuperMall and the ongoing
use of the Webstore Builder to establish, modify and update the Tenant Store.

Tenant Store:  The virtual store owned and operated by those persons who pay the
monthly Tenant  Installation  Fee plus a 10%  commission  paid to Company on all
merchandise and service sales.

Website:  A Web site is a collection  of Web files on a particular  subject that
includes a beginning file called a home page. From the home page, you can get to
all the other pages on the site.

                                       19
<PAGE>


                               ITEM 2. PROPERTIES
                             ----------------------

         The  Company  has  corporate  and  administrative  offices,  as well as
research facilities and facilities to maintain its Super Mall housed in its 7500
square foot headquarters in Irvine, California. Management believes its facility
is adequate for the Company's current level of operations.

         The facility is leased on a month to month lease at a current rental of
$6000.00  per month,  plus common area  expenses.  There are  currently  similar
facilities at similar  long-term  rents available to the Company in the adjacent
area,  and  management  does not anticipate a problem in replacing this lease if
required.

                            ITEM 3. LEGAL PROCEEDINGS
                          -----------------------------

         Except  for the  following,  there is no  litigation  outstanding,  and
management  is not aware of any  potential  claims which might be asserted.  The
Company has one lawsuit in dispute regarding a marketing contract. Management of
the Company  believes the legal dispute can be settled without a material effect
on future operations.

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

None.

         PART II

                  ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY
                  ---------------------------------------------

                         AND RELATED STOCKHOLDER MATTERS

         A. The  Company's  Common  Stock  traded  over-the-counter  on the NASD
Bulletin  Board  Market  under the symbol  "RBID"  until  December 2, 1999.  The
Company's Common Stock now trades on The Pink Sheets. The closing sales price as
of June 30, 2000, was $2.29.

         Set forth below is the high and low bid  information  for the Company's
Common Stock for each full  quarterly  period  within the two most recent fiscal
years.

                                     High     Low               High     Low
             Period                  Bid      Bid               Ask      Ask
             ------                  ---      ---               ---      ---

         4th Quarter 1999            4.25     .21               4.25      .21
         3rd Quarter 1999            9.50    4.25               9.50     4.25
         2nd Quarter 1999           16.75    3.31              16.75     3.31
         1st Quarter 1999            5.00    1.25               5.00     1.25

         4th Quarter 1998            3.31    1.12               3.31     1.12
         3rd Quarter 1998            3.00    1.75               3.00     1.75
         2nd Quarter 1998                            No Trading
         1st Quarter 1998                            No Trading


                                       20
<PAGE>

         At July 1, 2000,  the Company had  approximately  197  Shareholders  of
record.

         The  Company  has not paid a  dividend  since  its  incorporation,  and
management  does not  anticipate  the  Company  will pay  dividends  in the near
future.

         B.   Recent  Sales of  Registered  Securities  since  inception  of the
Company have been of Common Stock and are as follows:

<TABLE>
<CAPTION>

                   Amount of              Class of Persons        Total                  Total
Date               Securities Sold          to Whom Sold      Offering Price           Commission        Exemption
------------------------------------------------------------------------------------------------------------------


<S>                 <C>                        <C>        <C>                                  <C>             <C>
8/24/98             5,800,000                  1         $15,660 In  computer soft ware        0               4(2)


8/25/98-

 9/30/98              700,000                  2          $1890 In Services                    0               4(2)
10/1/98-

 12/31/98             428,500                  3          $1,157In Services                    0               4(2)
11/1/99-

 3/31/99              390,000                  4          $390,000 In Services                 0        Rule 504
4/1/99-

 6/30/99              370,000              Accredited     $370,000 In Cash              $118,000        Rule 504
4/99-6/99             240,000                  5          $240,000 In Services                 0               4(2)
4/99-6/99             450,000                  6          $450,000 In Services                 0               4(2)
-------------------------------------------------------------------------------------------------------------------
Total               8,378,500
</TABLE>


(1)      On August 24, 1998, the Company issued  4,247,000  shares of restricted
         common stock to CEO Peter J. Ferras, an employee,  and other accredited
         investors in exchange for computer software at a price of $.0027.

(2)      The Company in August,  1998 and September,  1998 issued 700,000 shares
         of restricted  common stock to  individuals  for services at a price of
         $.0027 per share.

(3)      The Company from October,  1998 through  December,  1998 issued 428,500
         shares of restricted  common stock to various  individuals for services
         at a price of $.0027 per share.

(4)      In an exempt  Rule 504  offering,  the  Company in March,  1999  issued
         390,000 shares of common stock to Market Survey International, Inc. for
         market  services,  and to Moltern,  Fisher & Rosenthal,  P.C. for other
         services at $1.00 per share.

(5)      In an exempt Rule 504  offering,  the Company from April,  1999 through
         June 1999,  issued  240,000  shares of common  stock for  services at a
         price of $1.00 per share.


(6)      The Company from April 1999 through June 1999 issued  450,000 shares of
         restricted common stock for services at $1.00 per share.




                         ITEM 6. SELECTED FINANCIAL DATA
                         -------------------------------

                                             Fiscal Year Ended December 31:

                                                1999        1998     1997
                                          -------------------------------


Operating Revenues                             95,395        --       --
(Loss) from Continuing Operations          (2,818,821)     (4,819)    --
(Loss) from Continuing Operations per
         Common Share                           (0.36)       --       --

Total Assets                                   82,203      15,660     None

Long Term Obligations                            None      None       None

Cash Dividends per Common Share                  None      None       None


         All financial  data above  reports the Company as a  development  stage
         Company from  inception  October  1988  through  December 31, 1999 with
         significant  expenditures  occurring in 1999.  Starting January 1, 2000
         the Company is operating as a fully reporting entity.

                                       21
<PAGE>

            ITEM 7: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
             CONDITION, RESULTS OF OPERATIONS AND PLAN OF OPERATION
           ----------------------------------------------------------

OVERVIEW

         RBID began test marketing its SuperMall concept and attendant  software
system in May 1999 through September 30, 1999.

         The Company (A  Development  Stage Company) was inactive from inception
in 1988 to August  1998 and  incurred a loss of $4,819  from  inception  through
December 31, 1998.  The Company (A  Development  Stage  Company) had revenues of
$95,395 and an operating loss from operation  from  inception  through  December
1999 of $2,823,640.  The Company had initial  revenue of $95,395 in November and
December  1999  upon  acceptance  of  initial  mall site  subscribers  and other
Internet services (Email and etc.).

RESULTS OF OPERATIONS

Revenue

         The Development  Stage Company recorded initial revenue in November and
December  1999  primarily  from  SuperSite  tenant  installation  fees  totaling
$95,395. The Company expects future revenues from independent store commissions,
tenant store  commissions,  site  advertising,  revenue tenant  installation and
monthly  service fees,  SuperSite  installation  fees and monthly  service fees,
basic Internet service provider monthly fees, and escrow fee revenue.

Cost of Revenues

         Cost  of  revenues  are  primarily  for  commissions  paid  for  direct
marketing and are expected to approximate seventy percent (70%) of revenue after
the initial startup period.

Significant Costs and Expenses

         The Company developed a website with employees and outside  consultants
at a development cost totaling  $206,579 during the year ended December 31, 1999
compared  to $4,819 for 1998.  The website was test  marketed  May 1999  through
September 1999 and the Company  incurred net marketing  costs of $152,044 during
this period.  Also  recorded as marketing  expenses were the issuance of 600,000
shares of restrictive common stock of the Company issued at $1.00 per share. The
Company agreed to settle claims  relating to a marketing  agreement and recorded
$786,808 as  marketing  expense in the month of  December  1999.  Marketing  and
advertising  expenses for the year ended  December  31, 1999 totaled  $1,835,823
excluding $152,044 for market test of sites for a total of $1,987,867

         During the year ended December 31, 1999 the Company  expended  $711,069
on general and administration costs consisting of legal expenses,  rent, office,
salaries, travel, supplies and other expenses. The Company issued 433,500 shares
valued at $1.00 and  accounted  for as general  and  administrative  development
expenses.  Costs and expenses totaled $2,914,216 for the year ended December 31,
1999 compared to $4,819 for the year ended December 31, 1998.

The  $2,914,216  in costs and  expenses  for the year ended  December  31,  1999
included the following:

                           Summary of Expenses For The Year 1999

         Website Costs                                       $  206,579
         Marketing and Selling Expense                       $1,835,823
         Test of Sites                                       $  152,044
         General & Administrative Expenses                   $  711,069
         Depreciation                                        $    8,701
                                                             ----------
         Total                                               $2,914,216


         The accumulated  loss from inception in 1988 through  December 31, 1999
totaled $2,823,640.

                                       22
<PAGE>

Depreciation and Amortization

         Depreciation  from  network  equipment  is minimal  because  all of the
equipment  is rented  under  contract.  The Company has a contract  with a major
Internet computer  processing company that serves many other Internet companies.
Depreciation  was $8,701 for the year ended December 31, 1999.  Software costing
$26,660 is depreciated over three years.

Income Taxes

         The  Company  expects  to have a net  operating  loss  carryforward  of
approximately $2,600,000 available for future years after December 31, 1999.

FACTORS AFFECTING OPERATING RESULTS

         As a result of the Company's  limited  operating  history,  the Company
does not have historical  financial data for a significant  number of periods on
which to base planned  operating  expenses.  Accordingly,  the Company's expense
levels  are based in part on its  expectations  as to future  revenues  and to a
large extent are fixed. However, the Company typically operates with no backlog.
As a result,  quarterly  sales and  operating  results  generally  depend on the
volume and timing of revenue received within the quarter, which are difficult to
forecast.  The  Company may be unable to adjust  spending in a timely  manner to
compensate for any unexpected  revenue shortfall.  Accordingly,  any significant
shortfall of demand for the  Company's  products and services in relation to the
Company's  expectations  would have an immediate adverse impact on the Company's
business,  operating results and financial  condition.  As a result, the Company
believes that period-to-period  comparisons of its results of operations are not
necessarily meaningful and should not be relied upon as any indication of future
performance.

Set out below is a Summary of Financial  Information  for the Company at various
periods indicated:

                               (Audited)                            Audited)
                               Inception -                         Inception -
                               10/4/88             (Audited)        10/4/88
                               Through             Year Ended       Through
                               12/31/98            12/31/99         12/31/99
                               ------------------------------------------------

Revenue                           $      --      $    95,395    $    95,395
-------
Costs and
Expenses

       Website costs                    4,819        206,579        211,398

       Advertising &
       Marketing                         --        1,987,867      1,987,867
       General and
       Administrative                    --          711,069        711,069
       Depreciation               $      --            8,701    $     8,701
                               ------------------------------------------------
       Total Costs and Expenses   $     4,819    $ 2,914.216    $ 2,919,035
                               ------------------------------------------------
       Net (Loss)                 $    (4,819)   $(2,818,821)   $(2,823,640)
                               ================================================

(Loss) Per Share                  $      --      $      (.36)   $     (1.53)
                               ================================================

LIQUIDITY AND CAPITAL RESOURCES

       The Company at December 31, 1999 had cash in the bank  totaling  $21,484.
Through December 1999,  $400,000 in additional capital was raised by the sale of
stock to  affiliates.  These  funds were used for  marketing  expenses,  website
operations and general and administration expenses.

       The  Company  during the year  ended  December  31,  1999,  received  net
proceeds  of  $252,000  from an exempt  private  equity  security  offering.  In
addition  shareholders  loaned the Company  $114,324 for the year ended December
31, 1999.

       Management  believes  the  Company  will be able to raise  capital by the
private sale of additional  shares sufficient to fund its capital needs over the
next 12 months, but there are currently no binding agreements for such funds and
no  assurance  the  Company  will be able to obtain this  capital.  This sale of
additional equity securities will result in additional dilution to the Company's
stockholders.

       Disclosure  Regarding  Forward-Looking   Statements.   This  Form  10-KSB
Registration  Statement includes  "forward-looking  statements".  All statements
other than statements of historical  fact included  herein,  including,  without
limitation,  the statements  under  "Business" and  Management's  Discussion and
Analysis of Financial  Condition,  Results of Operations and Plan of Operations,
regarding the Company's strategies, plans, objectives,  expectations,  and other
matters, are all forward-looking statements.  Although the Company believes that
the expectations reflected in such forward-looking  statements are reasonable at
this time, it can give no assurance  that such  expectations  will prove to have
been correct.

                                       23
<PAGE>


               ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
               ---------------------------------------------------

                                 Rbid.com, Inc.
                          (A Development Stage Company)
                             As of December 31, 1999
                             and for the years ended
                           December 31, 1999 and 1998
                 and for the period October 4, 1988 (Inception)
                              to December 31, 1999

                                       24
<PAGE>


                                 Rbid.com, Inc.
                          (A Development Stage Company)
                                Table of Contents

         Report of Independent Auditors                             F-1

         Balance Sheet                                              F-2

         Statements of Operations                                   F-3

         Statement of Changes in Stockholders' (Deficit)            F-4

         Statements of Cash Flows                                   F-5

         Notes to Financial Statements                           F-6 - F-11

                                      25
<PAGE>

                         REPORT OF INDEPENDENT AUDITORS

Shareholders and Board of Directors
Rbid.com, Inc.
Laguna Hills, California

We have audited the accompanying balance sheet of Rbid.com,  Inc. (A Development
Stage  Company)  as  of  December  31,  1999,  and  the  related  statements  of
operations,  stockholders' (deficit) and cash flows for the years ended December
31, 1999 and 1998 and for the period October 4, 1988 (Inception) to December 31,
1999.  These  financial  statements  are  the  responsibility  of the  Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audit.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards. Those standards require that we plan and perform the audits 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  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 Rbid.com,  Inc. as of December
31, 1999,  and the results of its  operations,  and its cash flows for the years
ended December 31, 1999 and 1998 and for the period October 4, 1988  (Inception)
to  December  31,  1999,  in  conformity  with  generally  accepted   accounting
principles.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 2 to the
financial statements,  the Company has suffered recurring losses from operations
aggregating  $2,823,640  through  December  31,  1999 and has a working  capital
deficit of $747,583  and a  stockholders'  deficit of  $686,864 at December  31,
1999.  These factors  raise  substantial  doubt about the  Company's  ability to
continue as a going concern.  Management's  plans in regard to these matters are
also  discussed  in  Note  2.  The  financial  statements  do  not  include  any
adjustments that might result from the outcome of this uncertainty.

/s/ Stark Tinter & Associates, LLC
---------------------------------
    Stark Tinter & Associates, LLC
Denver, Colorado
June 7, 2000

                                       F-1
<PAGE>

                             ASSETS
                             ------

Current Assets:
  Cash                                                                   $21,484

  Software less accumulated amortization
      of $6,139                                                           20,521
  Equipment less accumulated depreciation
      of $2,562                                                           27,590
  Deposits                                                                12,608
                                                                         -------
                                                                          60,719

                                                                         $82,203
                                                                         =======

                  LIABILITIES AND STOCKHOLDERS' (DEFICIT)
                  ---------------------------------------

Current liabilities
   Accounts payable and accrued expenses                            $   391,743
   Accounts payable - related party                                      35,000
   Notes payable - related party                                        114,324
   Escrow advance payable                                               228,000
                                                                    -----------
       Total current liabilities                                        769,067

Stockholders' (deficit)
   Common stock, $0.001 par value,
    50,000,000 shares authorized;
    8,378,500 shares issued and
    outstanding                                                           8,378
   Additional paid in capital                                         2,128,398
   Deficit accumulated during the
     development stage                                               (2,823,640)
                                                                    -----------
       Total stockholders' (deficit)                                   (686,864)
                                                                    -----------

                                                                    $    82,203
                                                                    ===========

                 See accompanying notes to financial statements
                                       F-2
<PAGE>


<TABLE>
<CAPTION>

                                 Rbid.com, Inc.
                          (A Development Stage Company)
                            Statements of Operations

                                                                                      Period
                                                                                 October 4, 1988
                                                    Year ended      Year ended   (Inception) to
                                                    December 31,    December 31,   December 31,
                                                        1999          1998            1999
                                                    -----------    -----------    -----------
<S>                                                 <C>            <C>            <C>
Revenue                                             $    95,395    $      --      $    95,395
                                                    -----------    -----------    -----------

Expenses:
  General and administrative                          2,905,515          4,819      2,910,334
  Depreciation and amortization                           8,701           --            8,701
                                                    -----------    -----------    -----------
                                                      2,914,216          4,819      2,919,035
                                                    -----------    -----------    -----------


Net (loss)                                          $(2,818,821)   $    (4,819)   $(2,823,640)
                                                    ===========    ===========    ===========

Per share information:
   Weighted average shares
    outstanding - basic and diluted                   7,751,000      3,286,896      1,842,057
                                                    ===========    ===========    ===========

 Net (loss) per common share - basic
  and diluted                                       $     (0.36)   $      --      $     (1.53)
                                                    ===========    ===========    ===========

</TABLE>
                 See accompanying notes to financial statements


                                       F-3
<PAGE>


<TABLE>
<CAPTION>

                                 Rbid.com, Inc.
                          (A Development Stage Company)
                      Statement of Stockholders' (Deficit)
        For the Period October 4, 1988 (Inception) to December 31, 1999

                                                                                             Deficit
                                                                                           Accumulated
                                                                              Additional    during the
                                                         Common Stock          Paid in     Development
                                                    Shares         Amount      Capital        Stage           Total
                                                 -----------    -----------    -----------   -----------    -----------
<S>                                                 <C>            <C>           <C>            <C>
Balance at October 4, 1988                              --      $      --      $      --     $      --      $      --

Issuance of stock for services
   September 1, 1989 at $.001 per share            1,000,000          1,000           --          (1,000)          --
                                                 -----------    -----------    -----------   -----------    -----------

Balance December 31, 1997                          1,000,000          1,000           --          (1,000)          --

Issuance of stock to purchase software
   at $.003 per share                              5,800,000          5,800          9,860          --           15,660

Redemption of common stock                        (1,000,000)        (1,000)          --           1,000           --


Issuance of stock for services rendered
   at $.003 per share                              1,128,500          1,128          1,919          --            3,047

Net loss for the year ended
   December 31, 1998                                    --             --             --          (4,819)        (4,819)
                                                 -----------    -----------    -----------   -----------    -----------

Balance at December 31, 1998                       6,928,500          6,928         11,779        (4,819)        13,888

Issuance of stock for cash at $1.00
  per share, net of issuance costs                   370,000            370        250,891          --          251,261

Issuance of stock for services rendered
  at $1.00 per share                               1,080,000          1,080      1,078,920          --        1,080,000

Settlement of lawsuit                                   --             --          786,808          --          786,808

Net loss for the year ended
   December 31, 1999                                    --             --             --      (2,818,821)    (2,818,821)
                                                 -----------    -----------    -----------   -----------    -----------

Balance at December 31, 1999                       8,378,500    $     8,378    $ 2,128,398   $(2,823,640)   $  (686,864)
                                                 ===========    ===========    ===========   ===========    ===========
</TABLE>

                 See accompanying notes to financial statements

                                      F-4
<PAGE>

<TABLE>
<CAPTION>

                                 Rbid.com, Inc.
                          (A Development Stage Company)
                            Statements of Cash Flows


                                                                                       Period
                                                                                   October 4, 1988
                                                       Year ended     Year ended   (Inception) to
                                                      December 31,    December 31,   December 31,
                                                         1999            1998           1999
                                                      -----------    -----------    -----------
<S>                                                   <C>            <C>            <C>
Cash flows from  operating  activities:
Net (loss)                                            $(2,818,821)   $    (4,819)   $(2,823,640)
                                                      -----------    -----------    -----------
Adjustments to reconcile net (loss)
 to net cash
 (used in) operating activities:
    Services contributed for common stock               1,080,000          3,047      1,083,047
    Settlement of lawsuit for common stock                786,808           --          786,808
    Depreciation and amortization                           8,701           --            8,701
 Changes in assets and liabilities:                          --
  Increase in deposits                                    (12,608)          --          (12,608)
  Increase in accounts payable and accrued expenses       424,971          1,772        426,743
                                                      -----------    -----------    -----------
      Total adjustments                                 2,287,872          4,819      2,292,691
                                                      -----------    -----------    -----------
      Net cash (used in) operating
       activities                                        (530,949)          --         (530,949)
                                                      -----------    -----------    -----------

Cash flows from investing activities:
  Purchase of software                                    (11,000)          --          (11,000)
  Purchase of fixed assets                                (30,152)          --          (30,152)
                                                      -----------    -----------    -----------
     Net cash (used in) investing activities              (41,152)          --          (41,152)
                                                      -----------    -----------    -----------

Cash flows from financing activities:
  Proceeds from escrow borrowings                         328,000           --          328,000
  Proceeds from notes payable                             114,324           --          114,324
  Repayments of escrow borrowings                        (100,000)                   - (100,000
  Net proceeds from issuance of common
   stock, net of issuance costs                           251,261           --          251,261
                                                      -----------    -----------    -----------
     Net cash provided by financing activities            593,585           --          593,585
                                                      -----------    -----------    -----------


Net increase in cash                                       21,484           --           21,484

Cash, beginning                                              --             --             --
                                                      -----------    -----------    -----------

Cash, ending                                          $    21,484    $      --      $    21,484
                                                      ===========    ===========    ===========


Non-cash transactions
  Issuance of common stock for
   software                                           $      --      $   (15,660)   $   (15,660)
</TABLE>

                 See accompanying notes to financial statements

                                       F-5
<PAGE>

                                 Rbid.com, Inc.
                          (A Development Stage Company)
                          Notes to Financial Statements
         Note 1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         Organization

         The Company was incorporated on October 4, 1988 in the State of Florida
         under the name of Gulf Coast Securities Transfer,  Inc. On May 19, 1998
         the Company's  name was changed to GCST Corp.  and amended  Articles of
         Incorporation were filed. The name was again changed to Rbid.com,  Inc.
         on April 6, 1999 and a second set of amended  Articles of Incorporation
         was filed with the State of Florida. The Company is a development stage
         company. The Company's primary concentrations are in providing internet
         access services, e-commerce solutions, online shopping, online auctions
         and  classified  advertising  of  consumers  and small to medium  sized
         businesses.

         Software and web site development costs

         The  software  asset  represents  the cost of online  mall  development
         software acquired and is being amortized using the straight line method
         over three  years.  There was  $6,139,  $0 and  $6,139 in  amortization
         expense of the  software  asset  expensed to  operations  for the years
         ended  December 31, 1999 and 1998,  and for the period  October 4, 1988
         (Inception) to December 31, 1999, respectively.

         Software  and website  development  costs  incurred in  developing  the
         Company's  website  are  accounted  for in  accordance  with SOP  98-1.
         Software and website  development costs include amounts incurred by the
         Company to develop,  enhance, manage, monitor and operate the Company's
         website.  External  direct costs of materials and services  consumed in
         developing or obtaining  internal-use  computer  software,  payroll and
         payroll-related costs for employees who devote time directly related to
         the internal-use computer software project, and interest costs incurred
         while  developing   internal-use  computer  software  are  capitalized.
         Product development costs,  preliminary project and past implementation
         product costs are expensed as incurred. Internal costs for upgrades and
         enhancements  that  result in  probable  additional  functionality  are
         capitalized.

         Property and equipment

         Property  and  equipment  are   depreciated  or  amortized   using  the
         straight-line method over the following estimated useful lives:

           Furniture and office equipment     5 years

         Depreciation expense for the years ended December 31, 1999 and 1998 and
         for the period  October 4, 1988  (Inception)  to December  31, 1999 was
         $2,562, $0 and $2,562, respectively.

                                       F-6
<PAGE>

                                 Rbid.com, Inc.
                          (A Development Stage Company)
                          Notes to Financial Statements

         Fair value of financial instruments

         Fair value  estimates  discussed  herein are based upon certain  market
         assumptions  and  pertinent  information  available to management as of
         December  31,  1999.   The   respective   carrying   value  of  certain
         on-balance-sheet  financial instruments approximated their fair values.
         These financial  instruments include cash, accounts payable and accrued
         expenses,  accounts  payable - related  party,  notes payable - related
         party  and  escrow  advance  payable.   Fair  values  were  assumed  to
         approximate  carrying  values for these financial  instruments  because
         they are short term in nature and their  carrying  amounts  approximate
         fair values or they are receivable or payable on demand.

         Impairment of long-lived assets

         The  Company   periodically   reviews  the   carrying   amount  of  its
         identifiable   assets   to   determine   whether   current   events  or
         circumstances  warrant  adjustments  to such  carrying  amounts.  If an
         impairment adjustment is deemed necessary, such loss is measured by the
         amount that the carrying value of such assets exceeds their fair value.
         Considerable  management  judgement  is  necessary to estimate the fair
         value of assets,  accordingly,  actual results could vary significantly
         from such estimates.  Assets to be disposed of are carried at the lower
         of their financial  statement  carrying amount or fair value less costs
         to sell. As of December 31, 1999,  management does not believe there is
         any impairment of the carrying amounts of assets.

         Revenue recognition

         Commissions from store revenues  represent  referral fees for purchases
         made on  independent or tenant stores from the Company's  website.  The
         Company recognizes commissions from store revenues when received.

         Revenues from tenants consist of installation  fees and monthly service
         fees charged to store tenants and supersite tenants for installation of
         store or supersite software and for use of the software and affiliation
         to the Company's  supersite mall. The Company recognizes  revenues from
         tenants over the period that services are provided.

         Advertising and click through revenues  represent referral fees paid by
         unrelated websites for click through traffic to unrelated websites that
         are  generated  from banner ad,  promotion,  informational  listing and
         other inducement links that are displayed on the Company's website. The
         Company   recognizes   advertising  and  click  through  revenues  when
         received.

         Internet  service  provider  fees  represent  monthly  fees charged for
         internet service. The Company recognizes revenues from internet service
         provider fees over the period that services are provided.

         Advertising costs

         The Company expenses all costs of advertising incurred.

                                       F-7
<PAGE>
                                 Rbid.com, Inc.
                          (A Development Stage Company)
                          Notes to Financial Statements
         Income taxes

         The Company follows Statement of Financial Accounting Standard No. 109,
         "Accounting  for Income  Taxes"  ("SFAS  No.  109") for  recording  the
         provision for income  taxes.  Deferred tax assets and  liabilities  are
         computed based upon the difference between the financial  statement and
         income tax basis of assets and liabilities  using the enacted  marginal
         tax rate  applicable when the related asset or liability is expected to
         be realized or settled.  Deferred  income tax  expenses or benefits are
         based  on the  changes  in the  asset  or  liability  each  period.  If
         available  evidence  suggests that it is more likely than not that some
         portion or all of the  deferred  tax  assets  will not be  realized,  a
         valuation  allowance  is required to reduce the  deferred tax assets to
         the amount that is more likely than not to be realized.  Future changes
         in such valuation  allowance are included in the provision for deferred
         income taxes in the period of change.

         Net (Loss) per Common Share

         The Company  calculates net income (loss) per share as required by SFAS
         No. 128,  "Earnings  per  Share."  Basic  earnings  (loss) per share is
         calculated by dividing net income (loss) by the weighted average number
         of common shares  outstanding for the period.  Diluted  earnings (loss)
         per share is  calculated  by dividing net income (loss) by the weighted
         average number of common shares and dilutive  common stock  equivalents
         outstanding. During the periods presented common stock equivalents were
         not considered as their effect would be anti- dilutive.

         Comprehensive Income

         The Company  follows  Statement of Financial  Accounting  Standards No.
         130,  "Reporting  Comprehensive  Income" ("SFAS No. 130"). SFAS No. 130
         establishes standards for reporting and display of comprehensive income
         and its components in the financial statements.

         Segment Reporting

         The Company  follows  Statement of Financial  Accounting  Standards No.
         131,   "Disclosures   About  Segments  of  an  Enterprise  and  Related
         Information."  The  Company  operates  as a  single  segment  and  will
         evaluate  additional segment disclosure  requirements as it expands its
         operations.

         Estimates

         The  preparation  of the Company's  financial  statements in conformity
         with generally accepted  accounting  principles  requires the Company's
         management to make  estimates and  assumptions  that affect the amounts
         reported in these financial  statements and accompanying  notes. Actual
         results could differ from those estimates.

                                       F-8
<PAGE>
                                 Rbid.com, Inc.
                          (A Development Stage Company)
                          Notes to Financial Statements

         Recent Pronouncements

         The FASB recently issued  Statement No 137,  "Accounting for Derivative
         Instruments and Hedging  Activities-Deferral  of Effective Date of FASB
         Statement  No. 133".  The  Statement  defers for one year the effective
         date of FASB Statement No. 133, "Accounting for Derivative  Instruments
         and Hedging Activities". The rule now will apply to all fiscal quarters
         of all fiscal years  beginning  after June 15, 2000. In June 1998,  the
         FASB issued SFAS No. 133,  "Accounting  for Derivative  Instruments and
         Hedging Activities," which is required to be adopted in years beginning
         after June 15, 1999.  The Statement  permits  early  adoption as of the
         beginning of any fiscal quarter after its issuance.  The Statement will
         require the Company to recognize all  derivatives  on the balance sheet
         at fair value. Derivatives that are not hedges must be adjusted to fair
         value through  income.  If the derivative is a hedge,  depending on the
         nature of the  hedge,  changes in the fair  value of  derivatives  will
         either be offset against the change in fair value of the hedged assets,
         liabilities,  or firm  commitments  through  earnings or  recognized in
         other  comprehensive  income  until the hedged  item is  recognized  in
         earnings.  The  ineffective  portion of a  derivative's  change in fair
         value will be immediately  recognized in earnings.  The Company has not
         yet determined if it will  early-adopt  and what the effect of SFAS No.
         133 will be on the earnings and financial position of the Company.

         Note 2.  BASIS OF PRESENTATION

         The accompanying  consolidated  financial statements have been prepared
         assuming  that the  Company  will  continue  as a going  concern  which
         contemplates  the  recoverability  of assets  and the  satisfaction  of
         liabilities  in the normal  course of  business.  As noted  above,  the
         Company  is in the  development  stage  and,  accordingly,  has not yet
         generated  substantial  revenues from operations.  Since its inception,
         the Company has been substantially  engaged in bringing its product and
         services to a state of technical  feasibility and commercial viability,
         incurring  substantial  costs and  expenses.  As a result,  the Company
         incurred a net loss during the period from  inception  to December  31,
         1999 of  $2,823,640.  In addition,  the Company's  current  liabilities
         exceed  its  current  assets by  $747,583.  The  Company's  development
         activities  since  inception  have  been  financially  sustained  by  a
         combination of contributions  from the private  offerings and debt. The
         ability of the Company to continue as a going concern is dependent upon
         its ability to raise  additional  capital from the sale of common stock
         and,   ultimately,   the   achievement  of  operating   revenues.   The
         accompanying  financial  statements do not include any adjustments that
         might be required  should the Company be unable to recover the value of
         its assets or satisfy its liabilities.

         Management's  plans include  pursuing  financing for its operations and
         seeking  additional  private  placement  investments.  The Company then
         intends to invest in website development and begin operations.  Failure
         to secure  such  financing  or to raise  additional  private  placement
         investment may result in the Company  depleting its available funds and
         not being able pay its obligations or begin operations.

         Note 3.  SOFTWARE ASSET

         In August  1998,  the Company  entered  into an  agreement  to purchase
         online mall  development  software in exchange for 5,800,000  shares of
         common  stock at the  predecessor  cost of the asset which was $15,660.
         This  transaction  has been accounted for as the purchase of a software
         asset.

                                       F-9
<PAGE>
                                 Rbid.com, Inc.
                          (A Development Stage Company)
                          Notes to Financial Statements

         Note 4.  STOCKHOLDERS' EQUITY

         During 1998, the Company amended its Articles of  Incorporation,  which
         increased  its  capitalization  from 1,000 common  shares to 50,000,000
         common shares. The par value was unchanged at $.001.

         Also,  during 1998, the Company forward split its common stock 1,000:1,
         thus  increasing  the number of  outstanding  common  stock shares from
         1,000 to 1,000,000  shares.  All share and per share  amounts have been
         restated to give effect to the split.

         During 1998 the Company  issued  5,800,000  shares of common  stock for
         software valued at $15,660.

         During 1998 prior stockholders holding 1,000,000 common shares returned
         these  shares  to the  Company  for no  consideration  and the  Company
         cancelled the shares.

         During  1998  issued  1,128,500  shares  to  consultants  for  services
         rendered valued at $3,047.

         During 1999,  the Company  issued  370,000  shares of common stock in a
         Regulation  D Rule 504  offering  for $1 per share or  $370,000 in cash
         with issuance costs of $118,739.

         During 1999,  the Company  issued  1,080,000  shares of common stock to
         consultants for services  rendered valued at $1 per share or $1,080,000
         .

         During 1999, the Company's  principal  shareholder  transferred 788,938
         shares to parties for the settlement of claims  relating to a marketing
         agreement.  The difference between the principal shareholder's basis of
         $2,130 and the fair value of the shares at $1 per share or $788,938 was
         recorded  as a capital  contribution  of $786,808  with the  offsetting
         expense recorded in general and administrative expense.

         Note 5.  INCOME TAXES

         The  Company  has  a  Federal  net  operating  loss   carryforward   of
         approximately  $2.6 million,  which will expire  between the years 2018
         and 2019. The tax benefit of this net operating loss has been offset by
         a full allowance for realization.

                                       F-10
<PAGE>
                                 Rbid.com, Inc.
                          (A Development Stage Company)
                          Notes to Financial Statements

         Note 6.  STOCK PURCHASE AGREEMENT

         In October  1999,  the  President  of the Company  entered into a stock
         purchase  agreement  with an  unrelated  company  pursuant to which the
         President  agreed to settle  claims  relating to a marketing  agreement
         with 788,938 of his personal  shares and sell 2,300,000 of his personal
         shares of common  stock in the  Company  for a total  consideration  of
         $500,000.  The  Company  also agreed to issue  3,802,863  shares to the
         unrelated  party in exchange  for  $750,000  in cash or an  irrevocable
         letter of credit.  The unrelated company assumed control of the Company
         in October 1999 and the directors and officers of the Company  resigned
         and new  directors  and  officers  were  elected.  The  monies  and the
         President's  stock were placed in an escrow account in accordance  with
         the agreement. The Company borrowed $328,000 from the escrow account in
         1999 for operating  purposes and repaid $100,000 in accordance with the
         agreement. The transaction did not close until March 2000.

         Note 7.  RELATED PARTY TRANSACTIONS

         Accounts payable - related party are to the Chief Financial  Officer of
         the Company totaling $35,000 at December 31, 1999.

         Notes payable - related party (dated December 31,1999) are to the Chief
         Financial Officer the current President and the former President of the
         Company  totaling   $114,324  at  December  31,  1999.  The  notes  are
         non-interest bearing and are due December 31, 2000.

         Note 8.  LEASE COMMITMENTS

         The Company  has  entered  into an  operating  lease for office  space.
         Aggregate future minimum lease payments required under a non-cancelable
         operating lease at December 31, 1999 are as follows:

              2000          $  86,817
              2001          $154,980
              2002          $154,980
              2003          $  12,915

         Rent expense for the years ended December 31, 1999 and 1998 and for the
         period October 4, 1988 (Inception) to December 31, 1999 was $51,710, $0
         and $51,710, respectively.

         Note 9.  COMMITMENTS AND CONTINGENCIES

         The Company has contingent liabilities related to legal proceedings and
         other matters arising in the ordinary  course of business.  Although it
         is reasonably  possible the Company may incur losses upon conclusion of
         such matters,  an estimate of any loss or range of loss cannot be made.
         In the opinion of  management,  it is expected  that  amounts,  if any,
         which  may be  required  to  satisfy  such  contingencies  will  not be
         material in relation to the accompanying financial statements.

                                       F-11
<PAGE>

             ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS.
             ------------------------------------------------------


       None.

                                       26
<PAGE>


             ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT
             -------------------------------------------------------

       The names, ages and positions of the directors and executive  officers of
the Company as of February 1, 2000, are as follows:

Name                     Age         Position                        Since

Horst Danning            44          Chairman, CEO & a Director      10/99
Dr. Klaus Bartak         54          President and a Director        10/99
Fred Wallace             65          Chief Financial Officer         10/99
Emilio Francisco         51          Director                        10/99
Debra Martinez           41          Secretary                       10/99


         The Directors serve until the next annual meeting of  shareholders,  or
until their successors are elected.

Mr. Horst Danning/CEO/CHAIRMAN OF THE BOARD

         Mr. Danning began his career in practicing tax law for 5 years with the
renowned tax law firm, Treuhand  Gesellschaft m.b.H. in  Garmisch-Partenkirchen,
Germany,  of which he was made a partner  after 3 years.  In 1974,  Mr.  Danning
established and owned his first media publishing company.  Utilizing his Masters
Degree in  economics  and  international  business  and trade from the  Academyo
Henssler and the Handels and  Wirtschaftschule Dr. Leopold, in 1974, Mr. Danning
formed his first consulting and trading company.  In 1987 Mr. Danning united his
companies into one major  international  consulting and trading company,  I.C.M.
(International  Consulting & Marketing),  of which he is Chairman. Mr. Danning's
worldwide travels and  relationships  led to international  trade and consulting
for major  companies.  His ongoing  relationships  have been with  companies and
officials in Israel,  Saudi Arabia,  United Arab Emirates,  Dubai,  Oman, Egypt,
Russia, various European Countries, Indonesia, Singapore, Thailand, Philippines,
China,  the United States and Germany.  Mr.  Danning's  consulting  and trade in
these countries has ranged from consulting in business and finance,  to trade in
natural  resources  and  industrial  goods.  In 1996,  Mr.  Danning  also become
Chairman and CEO of API, Inc., an entertainment company.

Dr. Klaus Bartak/PRESIDENT/DIRECTOR

         Dr.  Wagner-Bartak,  Claus G.J.B.Sc.,  M.Sc., Dr. S.C., M.B.,  business
executive,  polymath;  e.Ludwig-Maximillian Univ., Munich B.Sc 1962, M.Sc. 1966,
Dr.Sc. 1969, Tech. Univ.,  Munich M.B. 1969. Dr. Claus G.J.  Wagner-Bartak is an
internationally  renowned  expert in advanced  technologies  and an accomplished
executive.  The span of his experience  reaches from  scientific,  technical and
executive   management  of  major   multinational   aerospace  projects  to  the
development  of computer  data  systems and the  founding of several  successful
business   ventures,   which  are  in  the  forefront  of  novel   technological
developments.   He  received  his  scientific  degrees  from  Ludwig-Maximillian
University  of  Munich.  In  industry,  he had the  following  major  positions:
Co-Founder,   Director  and  Executive,  BA  Tech;,  Inc.  (formerly  Structured
Biologicals,  Inc., Diasyn Technologies,  Inc.), Toronto - Atlanta, 1987 - 1999;
President,  Energy  Dynamics,  Inc.,  Toronto  - Munich,  1983 - 1998;  Managing
Director,  Innovations Council,  Arlington,  1994;  Director,  Aquatic Cellulose
Ltd., 1997; Vice President and General Manager, Spar Aerospace Limited,  Toronto
and    Montreal,    1974-1983;    Program    Director,    Corporate    Director,
Messerschmitt-Boelkow-Blohn  GmbH,  Munich,  1969 - 1974.  Expert consultant and
advisor to government  and industry in frontier  technologies,  innovations  and
business  systems since 1982.  Recipient of Engineering  Medal  (Association  of
Professional  Engineers) 1982,  Public Service Medal (NASA) 1982, NASA Astronaut
Award  1983,  NASA Group  Achievement  Awards  (KSC and JSC)  1982,  Engelberger
International Award 1986, Dauplin Award 1995.

                                       27
<PAGE>

Mr. Emilio Francisco/DIRECTOR

         Mr.  Francisco is an attorney  practicing in Newport Beach,  California
with over 20 years experience in the legal aspects of financial matters, with an
emphasis in federal  issues.  His clients  have  included the Ministry of Higher
Education of Saudi Arabia.  Mr. Francisco is also CEO of Uniglobe  Aerospace,  a
supplier of Boeing,  Douglas and Airbus aircraft parts for commercial  airlines.
Clients of Uniglobe  Aerospace  include  Mexicana,  Saudi Arabia Airlines,  JAL,
Varig,  Swissair,  LTU, and Lanchile  Airlines.  Mr.  Francisco  speaks English,
Arabic and French fluently,  and is conversant in Portuguese.  Mr. Francisco has
recently been active in developing  private  telephone  lines in the Middle East
and Latin America. Mr. Francisco is also Chairman of the Board of Satellite Link
Communications,  Inc., a wholesale telecommunication carrier that specializes in
developing  international  private  lines  between the United States and Foreign
Markets.

Ms. Debra Martinez/SECRETARY

        Ms. Martinez  brings to the Registrant  over 20 years of  administrative
experience. For the past 10 years she has been providing administrative services
to several  top  Southern  California  companies  under her  company,  Five Star
Services.

Mr. Fred Wallace/CFO

        Mr.  Wallace comes to the Registrant as a past auditor with Peat Marwick
Mitchell (KPMG) "top 6" accounting  firm. His experience  includes serving as an
officer  in  Companies  and  as a  Certified  Public  Accountant  to  assist  in
accounting and SEC solutions. His background as a CFO and Controller for several
major companies provides financial experience for Company planning.

         There are no  directors  holding  office in other  reporting  companies
following is a summary of other  directorships of each of the Directors in other
reporting companies: None


                                       28
<PAGE>

                         ITEM 11. EXECUTIVE COMPENSATION
                         -------------------------------

The following table sets forth the annual  compensation  paid and accrued by the
Company during its last three fiscal years to its Chief  Executive  Officer.  No
other executive officer received annual salary and bonus in excess of $100,000.


<PAGE>

<TABLE>
<CAPTION>
                                     Summary Compensation
                     Annual Compensation            Awards          Payouts
                                       Other                            Secur-
Name                                   Annual     Restricted             ities                  All Other
and                                    Compen-      Stock             Underlying      LTIP       Compen-
Principal           Salary    Bonus    sation       Award(s)            Options/     Payouts      sation
Position     Year     ($)     ($)         $                           ($)SARs (#)      ($)         ($)
--------------------------------------------------------------------------------------------------------
<S>          <C>      <C>      <C>      <C>          <C>                   <C>         <C>        <C>
Horst
Danning
Chairman
of the Bd
& CEO        1999     none     none     none         none                  none        none       none
             1998     none     none     none         none                  none        none       none
             1997     none     none     none         none                  none        none       none

Peter
James
Ferras
Prior
CEO          1999  120,000     none     none         none                  none        none       none
             1998     none     none     none         none                  none        none       none
             1997     none     none     none         none                  none        none       none

Fred
Wallace
CFO          1999   60,000     none     none         none                  none        none       none
             1998     none     none     none         none                  none        none       none
             1997     none     none     none         none                  none        none       none

Debra
Martinez
Secy.        1999   60,000     none     none         none                  none        none       none
             1998     none     none     none         none                  none        none       none
             1997     none     none     none         none                  none        none       none
</TABLE>


                                       29
<PAGE>

Employment Contracts

       Horst Danning

       The  Company  entered  into  a  two  year  employment  contract  with  an
       additional one year renewal term, with Horst Danning, its Chief Executive
       officer, in October of 1999. The Employment Agreement provides for a base
       salary of $250,000 per year, with a 10% annual increase in salary,  based
       on the prior year's salary,  at the beginning of each  subsequent year of
       the term.  Certain  conditions  precedent to  commencement of this salary
       were  satisfied  on February  1, 2000,  and the salary has  commenced  to
       accrue from that date.

       In  addition,  the  Employment  Contract  provides  for the  grant to Mr.
       Danning of 1,000,000  restricted  stock  options to acquire the Company's
       Common  Stock at $1.00 per  share,  said  options to expire in October of
       2001. Such options vest as follows:

             250,000  options when gross sales of the Company reach  $10,000,000
             for any 12 month period during the option term;

             250,000  options when gross sales of the Company reach  $50,000,000
             for any 12 month period during the option term;

             500,000 options when gross sales of the Company reach  $100,000,000
             for any 12 month period during the option term;

             Once a total of 1,000,000 options have been granted, Mr. Danning is
             entitled  to a grant of an  additional  1,000,000  options for each
             $50,000,000  in gross sales of the Company  thereafter  over any 12
             month period, during the term of the Agreement.

       Mr.  Danning also  participates  in all employee  benefit plans under the
       terms  of the  Employment  Contract,  receives  $1000  per  month  in car
       allowance and $1,000,000 in life insurance.

       Dr. Klaus Bartak

       The  Company  entered  into  a  two  year  employment  contract  with  an
       additional  one year  renewal  term,  with Dr. Klaus  Bartak,  one of its
       Directors,  in October of 1999. The Employment  Agreement  provides for a
       base salary of $250,000 per year,  with a 10% annual  increase in salary,
       based on the prior year's  salary,  at the  beginning of each  subsequent
       year of the term.  Certain  conditions  precedent to commencement of this
       salary were  satisfied on February 1, 2000,  and the salary has commenced
       to accrue from that date.

       In addition, the Employment Contract provides for the grant to Dr. Bartak
       of 1,000,000  restricted  stock options to acquire the  Company's  Common
       Stock at $1.00 per share, said options to expire in October of 2001. Such
       options vest as follows:

             250,000  options when gross sales of the Company reach  $10,000,000
             for any 12 month period during the option term;

             250,000  options when gross sales of the Company reach  $50,000,000
             for any 12 month period during the option term;

             500,000 options when gross sales of the Company reach  $100,000,000
             for any 12 month period during the option term;

       Once a total of  1,000,000  options  have  been  granted,  Dr.  Bartak is
       entitled  to  a  grant  of  an  additional  1,000,000  options  for  each
       $50,000,000  in gross sales of the Company  thereafter  over any 12 month
       period, during the term of the Agreement.

       Dr.  Bartak also  participates  in all employee  benefit  plans under the
       terms  of the  Employment  Contract,  receives  $1000  per  month  in car
       allowance and $1,000,000 in life insurance.

       Except  for the  options  granted  pursuant  to the above two  Employment
Contracts,  the  Company  has no stock  option  program,  and no other  options,
warrants or rights are  outstanding  at this date.  The Company has no Long-Term
Incentive Plans and no Awards were made in its Last Fiscal Year

                                       30
<PAGE>

                         ITEM 12. SECURITY OWNERSHIP OF
                         ------------------------------

                    CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

       The following table sets forth information regarding beneficial ownership
as of July 1, 2000, of the Company's Common Stock, by any person who is known to
the Company to be the beneficial  owner of more than 5% of the Company's  voting
securities,  and by each director,  and by officers and directors of the Company
as a group.

                                                  Beneficial1       Percentage
Name and Address                                  Ownership         of Class 1
----------------                                  ---------         ----------

Horst Danning, Chairman, CEO
and a Director 2                                  4,108,576 3           34%
2030 Main St. Suite 150 1
Irvine, California 92614

Fred Wallace, Chief Financial Officer                16,200 4
Emilio Francisco, Director3                       2,054,287             17%

Dr. Klaus Bartak, President and a Director
Debra Martinez, Secretary

All current directors and
officers as a group (6 persons)                   6,179,063             51%



1 This address also applies to all persons listed.

2 Owned  individually  and  through  The Danning  Family  Trust,  of which Horst
Danning is the Trustee.

3 Owned  individually and through the EF Family Trust, of which Emilio Francisco
is the Trustee.

4 Owned individually.

       The Company knows of no arrangements,  including any pledge by any person
of  securities of the Company,  the operation of which may at a subsequent  date
result in a change in control of the Company.

Section 16(a) Beneficial Ownership Reporting Compliance

       On August 11, 2000, the Registrant is anticipating a Securities  Exchange
Commission  response to become a reporting  company pursuant to Section 12(b) of
the Securities  Exchange Act of 1934.  All reports  required under Section 16(a)
are  believed  to have been  timely  filed by the  officers,  directors  and 10%
shareholders of the stock of the Company.

                                       31
<PAGE>



             ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
             -------------------------------------------------------

       (A)   Related Transactions

       1.    Split of  Company's  Common  Stock.  In 1998,  the State of Florida
             approved the Company's  Restated Articles of  Incorporation,  which
             increased its capitalization from 1,000 common shares to 50,000,000
             common shares. The par value was unchanged at $.001.

       2.    Redemption of Common Stock. In August of 1998, the Company redeemed
             all  1,000,000  shares  of  its  outstanding  stock  from  existing
             shareholders.

       3.    Acquisition of Secure America, Inc. In August, 1998, the Registrant
             entered into a reorganization  agreement with Secure America, Inc.,
             a Delaware corporation,  pursuant to which the Registrant privately
             issued  5,800,000  shares of Common  Stock to the  shareholders  of
             Secure America,  Inc., in exchange for 100% of the shares of common
             stock of Secure America, Inc.

             The purpose of the  reorganization  was to allow the  Registrant to
             acquire  the  software  that  had  been   developed  and  was  held
             personally by the principal  shareholder of Secure  America,  Inc.,
             Peter  James  Ferras,  as well as the  services  of Mr.  Ferras  as
             Registrant's   President   of  Sales  and   Marketing.   While  the
             reorganization  agreement  contemplated  that Secure America,  Inc.
             would  become an operating  subsidiary  of the  Registrant,  Secure
             America,  Inc. has not conducted any  operations  since it became a
             wholly-owned subsidiary of the Registrant.  Instead,  Registrant is
             treating the acquisition of the stock of Secure America, Inc. as an
             asset  acquisition  pursuant to the  requirements of Section 338 of
             the Internal Revenue of 1986, as amended.  Under SEC Reg. 210.3-05,
             Secure  America  was an  "insignificant  subsidiary"  and is in the
             process of being liquidated.

       4.    Loan from Principal Shareholder. During the year ended December 31,
             1999, the Company's  primary  shareholder  loaned the Company a net
             amount of $91,055 on an  unsecured  demand note  without  interest.
             This loan remained unpaid and outstanding at February 1, 2000.

       5.    Acquisition  of Control of the Company by AHC Limited of  RBID.com,
             Inc. Pursuant to a Stock Purchase Agreement dated October 19, 1999,
             RBID.com  founder James Ferras,  agreed to sell 2,300,000 shares of
             his personally held common stock of RBID.com,  Inc. to AHC Limited,
             a  Turks  and  Caicos  Company.  Pursuant  to the  same  agreement,
             RBID.com agreed to separately  sell 3,802,863  shares of its Common
             Stock to AHC. In the aggregate,  the  transaction  provided for the
             sale of 6,200,000 shares of the Company's outstanding Common Stock,
             representing 51% of its outstanding shares, to AHC.

                                       32
<PAGE>

             AHC in turn  assigned its rights as purchaser  under this three way
             agreement,  to AHC-1BT,  a Nevada Business Trust  ("AHC-1BT").  The
             Trustee  of  AHC-1BT  is  Growth  Capital   Investments,   Inc.,  a
             California  corporation.  Neither Mr. Danning nor Mr. Francisco are
             officers,  directors or shareholders of Growth Capital Investments.
             Rather,  the  beneficial  interest  holder of AHC-1BT are  separate
             trusts  established by Messrs.  Danning and Bartak, for the benefit
             of  certain of their  family  members.  However,  for  purposes  of
             control,  Mr. Danning and Mr.  Francisco,  individually  and in the
             aggregate with their family trusts,  control directly or indirectly
             51% of the  outstanding  capital  stock of RBID, as a result of the
             consummation of this purchase.

             The amount of  $750,000  due the  Company  had been paid in full by
             AHC-1BT by February 3, 2000. As a result, the shares of the Company
             have been issued to AHC-1BT,  and AHC-1BT as of February  22, 2000,
             owned 51% of the Company's outstanding Common Stock.

       6.    Settlement  with Larry  Thompson.  On November  15,  1999,  the
             Company  entered  into  a  Settlement   Agreement  with  Mr.  Larry
             Thompson,  pursuant to which the Company  settled the claims of Mr.
             Thompson  under a certain  Marketing  Agreement it had entered into
             with Mr.  Thompson in April of 1999.  Pursuant  to this  Settlement
             Agreement,  700,000 shares of the Company's Common Stock were to be
             privately issued to Mr. Thompson.  However, Mr. Peter James Ferras,
             the former  President of the Company,  has agreed to deliver shares
             of the Common Stock of the Company which he personally holds to Mr.
             Thompson, in satisfaction of the terms of the Settlement Agreement.

             In addition to the  settlement of the claims of Mr.  Thompson,  the
             Company has also  resolved  the claims of certain  employees of Mr.
             Thompson to these  claimants,  paying  approximately  $86,067.00 in
             cash and privately  issuing  approximately  88,938 shares of Common
             Stock of the Company to thee claimants. Mr. Peter James Ferras, the
             former President of the Company, has agreed to deliver shares which
             he holds to satisfy the terms of this settlement as well.

       (B)   Sales of Unregistered Securities

       1.    Acquisition  of Software for Stock.  In August,  1998,  the Company
             privately   issued   5,800,000   shares  of  Common  Stock  to  ten
             individuals,  in  exchange  for  software  valued at  $15,660.  The
             software pertained to Internet portal processing.

       2.    1998  Issuance of Shares for  Services.  In August and September of
             1998, the Company privately issued 700,000  restricted common stock
             shares to various  subcontractors  for  consulting  services  fully
             rendered and valued at $1,890, including 700,000 Shares to founding
             shareholders for Website  services.  In the quarter ended December,
             1998,  the  Company  issued  428,500  restricted  common  shares to
             various subcontractors, for consulting services fully rendered, and
             valued at $1156,  including  Shares to  founding  shareholders  for
             Website services.

       3.    1999 Shares Issued for Consulting  Services.  In March of 1999, the
             Company  privately issued 390,000 shares of restricted Common Stock
             for $1.00 per  share or  $390,000  for  consulting  services  fully
             rendered, including 375,000 Shares to Market Surveys International,
             Inc. for consulting services and 15,000 Shares to Mottern, Fisher &
             Rosenthal for legal services.

                                       33
<PAGE>

             In the quarter  ended June 30,  1999,  the Company  issued  240,000
             common shares for  consulting  services at an agreed value of $1.00
             per share,  or $240,000,  including  100,000 Shares to Netvest Ltd.
             for  marketing  services,  75,000  Shares to  Bernard  Schmidt  for
             marketing   services,   and   50,000   Shares  to  Market   Surveys
             International  Inc. for  marketing  services,  and 15,000 shares to
             Mottern Fisher & Rosenthal for legal services.

             In the quarter ended June 30, 1999,  the Company  privately  issued
             450,000  shares of  restricted  Common  Stock at an agreed value of
             $1.00 per share (total of $450,000) to various  subcontractors  for
             consulting  services  fully  rendered,  including  50,000 Shares to
             Bernard  Schmidt for  management  services,  240,000  Shares to Joe
             Cornwell  for  management  services,  and  50,000  Shares  to Stock
             Exposure  Inc. for  management  services and 75,000 shares to Chris
             SArgiro for management services..

       4.    Rule 504 Private  Placement.  In 1999 the company received funds of
             approximately  $252,000 from an exempt securities offering pursuant
             to Regulation D Rule 504 under the Securities  Act of 1933.  Common
             Stock  was  issued at a  subscription  price of $1.00 per share and
             $370,000  was  raised.  None  of the  Company's  current  or  prior
             officers,  directors or 10% or more shareholders were purchasers in
             this private placement.

       All shares issued privately for services were issued in reliance upon the
       exemption from registration  provided by ss.4(2) of the Securities Act of
       1933, and SEC Regulation D promulgated thereunder.

                                     PART IV

ITEM 14.  EXHIBITS AND REPORTS ON FORM 8-K.
-------------------------------------------

       None.


                                       34
<PAGE>




                                   SIGNATURES

In accordance  with Section 13 or 15(d) of the Securities  Exchange Act of 1934,
the Registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                                 RBID.COM, INC.

                                /s/ Horst Danning
                                -----------------
                                    Horst Danning
                                    Chief Executive Officer

                                /s/ Fred Wallace
                                ----------------
                                    Fred Wallace
                                    Chief Financial Officer



Date:   August 14, 2000


In accordance  with the  Securities  Exchange Act of 1934,  this report has been
duly signed below by the following  persons on behalf of the  Registrant  and in
the capacities and on the dates indicated.

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

/s/ Horst Danning              Chairman of the Board,          August 14, 2000
-------------------            Director, and
    Horst Danning              Chief Executive Officer

/s/ Dr. Klaus Bartak           President and a Director        August 14, 2000
---------------------
    Dr. Klaus Bartak

/s/ Fred Wallace               Chief Financial Officer         August 14, 2000
---------------
    Fred Wallace

/s/ Emilio Francisco           Director
--------------------
    Emilio Francisco                                           August 14, 2000

/s/ Debra Martinez             Secretary
------------------
    Debra Martinez                                             August 14, 2000

                                       35