SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549

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

                                   FORM 10-QSB
                                   (MARK ONE)

[X]      QUARTERLY  REPORT  PURSUANT  TO SECTION 13 OR 15 (D) OF THE  SECURITIES
         EXCHANGE ACT OF 1934

         For the quarterly period ended September 30, 1999

                                       or

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

                         Commission file number
                                               -----
                             RBID.COM INC.
              -----------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)


           Florida                                    33-0857311
------------------------------             -----------------------------------
State of Other Jurisdiction of             (I.R.S. Employer Identification No.)
Incorporation or Organization)


24461 Ridge Route Dr., Laguna Hills, CA                          92663
---------------------------------------                        ----------
Address of Principal Executive Offices)                        (Zip Code)

                                 (949) 470-4550
                 ----------------------------------------------
                (Issuer's Telephone Number, Including Area Code)

                                      NONE

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

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the  Securities  and Exchange Act of 1934
during the preceding 12 months (or for such shorter  period that the  registrant
was  required  to file such  reports),  and (2) has been  subject to such filing
requirements for the past 90 days. Yes [X]      No [ ]
                                       ---         ---

As of November 10, 1999 there were 8,378,500 shares of common stock outstanding.
<PAGE>

<TABLE>

                                 RBID.COM INC.
                          (A DEVELOPMENT STAGE COMPANY)
                                   (UNAUDITED)


                                TABLE OF CONTENTS
<CAPTION>



Part I.  Financial Information                                                            Page Numbers
                                                                                          ------------
Item 1.  Financial Statements

<S>                                                                                             <C>
         Balance Sheets at September 30, 1999 and December 31, 1998 (Unaudited)                 1

         Statements of Operations  for the nine months ended  September 30, 1999                2
and 1998 and October 4, 1998 (Inception) to September 30, 1999 (Unaudited)

         Statement of Operations  for the three months ended  September 30, 1999                3
and 1998 and October 4, 1998 (Inception) to September 30, 1999 (Unaudited)

         Statements  of Cash Flows for the nine months ended  September 30, 1999                4
and 1998 and October 4, 1998 (Inception) to September 30, 1999 (Unaudited)

         Notes to Financial Statements (unaudited)                                            5 - 10


Item 2.  Management's Discussion and Analysis of Financial Condition And Results               14
of Operations Part II. Other Information

         Item 1.  Legal Proceedings

         Item 2.  Changes in Securities and Use of Proceeds

         Item 3.  Defaults Upon Senior Securities

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

         Item 5.  Other Information

         Item 6.  Exhibits and Reports on Form 8-K                                             16

         Signature Page                                                                        17
</TABLE>


<PAGE>

<TABLE>

                                 RBID.COM, INC.
                          (A Development Stage Company)
                                  BALANCE SHEET
                                   (Unaudited)
<CAPTION>


                                                                       September 30,  December 31,
                                                                          1999           1998
                                                                       -----------    -----------
                                     ASSETS
                                     ------
     Current Assets
<S>                                                                    <C>           <C>
           Cash                                                        $     6,955   $       --
           Deposits                                                          2,608           --
                                                                       -----------   -----------
                 Total Current Assets                                        9,563           --
                                                                       -----------   -----------
     Property and equipment, net of accumulated
           depreciation                                                     33,042         15,660

                 Total Assets                                          $    42,605    $    15,660
                                                                       ===========    ===========
                LIABILITIES AND STOCKHOLDERS' EQUITY
                ------------------------------------

     Current Liabilities
           Accounts payable                                            $    76,584    $     1,772
           Payroll taxes payable                                            11,856           --
           Loan payable, stockholder                                       131,055           --
                                                                       -----------   -----------
                 Total Current Liabilities                                 219,495          1,772
                                                                       -----------   -----------
     Stockholders' Equity
           Common stock, $0.001 par value, 50,000 shares authorized;
                 8,378,500 shares issued and outstanding                     8,378          6,928
           Additional paid in capital                                    1,341,590         11,779
           Deficit accumulated during the development stage             (1,526,858)        (4,819)
                                                                       -----------    -----------
                 Total Stockholders' Equity                               (176,890)        13,888
                                                                       -----------    -----------
                 Total Liabilities and Stockholders' Equity            $    42,605    $    15,660
                                                                       ===========    ===========
</TABLE>


                 See accompanying notes to financial statements.

                                       1
<PAGE>

<TABLE>

                                 RBID.COM, INC.
                          (A Development Stage Company)
                             STATEMENT OF OPERATIONS
                                   (Unaudited)
<CAPTION>


                                                                                 Period
                                                Three months   Three months   October 4, 1988
                                                    ended         ended       (Inception) to
                                                September 30,  September 30,   September 30,
                                                    1999          1998            1999
                                                -----------    -----------    -----------
<S>                                             <C>            <C>            <C>
Revenue                                         $      --      $      --      $      --
                                                -----------    -----------    -----------

Expenses:
        Selling, general and administrative         234,366          3,662      1,525,638
        Depreciation                                  1,220           --            1,220
                                                -----------    -----------    -----------
               Total Operating Expenses             235,586          3,662      1,526,858
                                                -----------    -----------    -----------

Operating Loss                                     (235,586)        (3,662)    (1,526,858)
                                                -----------    -----------    -----------

Net Loss                                        ($  235,586)   ($    3,662)   ($1,526,858)
                                                ===========    ===========    ===========

Per Share Information:
        Weighted Average Shares Outstanding -
            Basic and Diluted                     8,378,500      4,433,333      1,670,411
                                                ===========    ===========    ===========

Net Loss Per Common Share - Basic and Diluted   ($     0.03)          --      ($     0.91)
                                                ===========    ===========    ===========
</TABLE>


                 See accompanying notes to financial statements.

                                       2
<PAGE>
<TABLE>

                                 RBID.COM, INC.
                          (A Development Stage Company)
                             STATEMENT OF OPERATIONS
                                   (Unaudited)
<CAPTION>


                                                                                  Period
                                                 Nine months   Nine months   October 4, 1988
                                                    ended         ended       (Inception) to
                                                September 30,  September 30,   September 30,
                                                    1999          1998           1999
                                                -----------    -----------    -----------

<S>                                             <C>            <C>            <C>
Revenue                                         $      --      $      --      $      --
                                                -----------    -----------    -----------

Expenses:
        Selling, general and administrative       1,520,819          3,662      1,525,638
        Depreciation                                  1,220           --            1,220
                                                -----------    -----------    -----------
               Total Operating Expenses           1,522,039          3,662      1,526,858
                                                -----------    -----------    -----------

Operating Loss                                   (1,522,039)        (3,662)    (1,526,858)
                                                -----------    -----------    -----------

Net Loss                                        ($1,522,039)   ($    3,662)   ($1,526,858)
                                                ===========    ===========    ===========
Per Share Information:

        Weighted Average Shares Outstanding -
            Basic and Diluted                     7,783,500      2,144,444      1,670,411
                                                ===========    ===========    ===========

Net Loss Per Common Share - Basic and Diluted   ($     0.20)   $      --      ($     0.91)
                                                ===========    ===========    ===========
</TABLE>


           See accompanying accountant's notes to financial statement.

                                       3
<PAGE>


<TABLE>

                                 RBID.COM, INC.
                          (A Development Stage Company)
                             STATEMENT OF CASH FLOWS
                                   (Unaudited)
<CAPTION>


                                                                                          Period
                                                           Nine months    Nine months  October 4, 1988
                                                             ended          ended      (Inception) to
                                                          September 30,  September 30,  September 30,
                                                             1999           1998           1999
                                                           -----------    -----------    -----------

CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                        <C>            <C>            <C>
           Net loss                                        ($1,522,039)   ($    3,662)   ($1,526,858)
           Adjustments to reconcile net loss to net cash
              provided by operating activities:
                    Consulting services contributed          1,080,000          1,890      1,083,047
                    Depreciation                                 1,220           --            1,220
                    Increase in operating assets:
                       Deposits                                 (2,608)          --           (2,608)
                       Accounts payable & taxes payable         86,668          1,772         88,440
                                                           -----------    -----------    -----------
           Net cash used in operating activities:             (356,759)          --         (356,759)
                                                           -----------    -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES
           Purchase of equipment                               (18,602)          --          (18,602)
                                                           -----------    -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES
           Net proceeds from issuance of common stock,
                net of issuance costs                          251,261           --          251,261
           Loan payable, stockholder                           131,055           --          131,055
                                                           -----------    -----------    -----------
           Net cash provided by financing activities           382,316           --          382,316
                                                           -----------    -----------    -----------

NET INCREASE IN CASH                                             6,955           --            6,955
CASH, beginning of year                                           --             --             --
                                                           -----------    -----------    -----------

CASH, end of period                                        $     6,955    $      --      $     6,955
                                                           ===========    ===========    ===========

SUPPLEMENTAL CASH FLOW INFORMATION
           Cash paid during the year for:
                    Interest                               $      --
                    Income taxes                           $      --

</TABLE>


                 See accompanying notes to financial statements.


                                       4
<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.  The name
was again  changed  to  Rbid.com,  Inc.  on April 6,  1999,  and a second set of
Amended  Articles of  Incorporation  were 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  to consumers  and small to medium
businesses.

Net Income (Loss) Per Share
---------------------------
The net income  (loss) per share is computed by dividing  the net income  (loss)
for the period by the  weighted  average of common  shares  outstanding  for the
period.  For the nine months  ended  September  30,  1999 and 1998,  and for the
period  October 4, 1998  (Inception)  to September  30, 1999,  potential  common
shares and the  computation of diluted  earnings per share are not considered as
their effect would be anti-dilutive.

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
significantly from those estimates.

Property, Equipment and Software
--------------------------------
Property and equipment are recorded at cost. Depreciation has been calculated on
the  accelerated  cost  recovery  method at rates  based on five to seven  years
estimated  lives.  Software  is being  depreciated  using the  accelerated  cost
recovery method over a life of seven years. This depreciation method is designed
to expense the cost of the asset over its estimated useful life.

Impairment of Long-Lived Assets
-------------------------------
The Company  accounts for the carrying value of long-lived  assets in accordance
with the  requirements  of FAS 121  "Accounting for the Impairment of Long-Lived
Assets". As of September 30, 1998, no asset impairment needs to be recognized.

Comprehensive Income
--------------------
Effective January 1, 1999, the Company adopted Statement of Financial Accounting
Standards  No. 130,  "Reporting  Comprehensive  Income"  (Statement  130).  This
statement is effective for  financial  statements  issued for periods  beginning
after December.

                                       5
<PAGE>

Note 1.   Summary of Significant Accounting Policies (Continued)

Comprehensive Income (Continued)
--------------------------------
15, 1997.  Statement  130  established  standards  for  reporting and display of
comprehensive  income  and  its  components  in a full  set of  general  purpose
financial  statements.  Statement 130 requires that all items  recognized  under
accounting  standards as  components  of  comprehensive  income be reported in a
financial  statement with equal  prominence as other  statements.  There were no
items of other comprehensive  income in the nine months ended September 30, 1999
and 1998,  and the period  October 4, 1988  (Inception)  to September  30, 1999;
thus, net income is equal to comprehensive income for the period.

In 1999, the Company adopted Statement of Financial  Accounting Standards (SFAS)
No. 131,  "Disclosures about Segments of an Enterprise and Related Information."
SFAS No.  131  defines  how  operating  segments  are  determined  and  requires
disclosure of certain financial and descriptive  information about the Company's
operating  segments.  Under  current  conditions,  the Company has one reporting
segment.

Cash and Cash Equivalents
-------------------------
The Company considers all short-term, highly liquid investments with an original
maturity  date  of  three  months  or  less  at  date  of  purchase  to be  cash
equivalents.  Cash and cash equivalents are stated at cost,  which  approximates
fair value.

Revenue Recognition
-------------------
Revenue  is  recognized  by the  Company  upon the  delivery  of the  product or
completion of services rendered.

Advertising Costs and Marketing Costs
-------------------------------------
The Company expenses all advertising costs as incurred.  Advertising expense for
the nine months ended  September 30, 1999 amounted to $39,906.  Marketing  costs
totaled $79,639 for the nine months ended September 30,1999.

Research and Development
------------------------
Research  and  development   costs  are  expensed  as  incurred.   Research  and
development costs for the nine months ended September 30, 1999, are estimated by
management to be approximately $700,000.

Concentration of Business and Credit Risk
------------------------------------------
The  Company  has  exposure  to credit risk to the extent that its cash and cash
equivalents  exceed amounts  covered by federal deposit  insurance.  The Company
believes that its credit risk is not significant.


                                       6
<PAGE>

Note 1.   Summary of Significant Accounting Policies (Continued)

Concentration of Business and Credit Risk (Continued)
-----------------------------------------------------
The Company  plans to do business in the  international  market.  The  Company's
ability to collect the amounts  due from its  customers  is affected by economic
conditions  in its  industry  and the  geographical  area in which  it  conducts
business.


Note 2.   Property, Equipment and Software

Property and equipment consisted of the following at September 30, 1999:

         Equipment                                            $18,602
         Less accumulated depreciation                         (1,220)
                                                            ---------
                                                               17,382
         Software                                              15,660
                                                            ---------
                                                              $33,042


Note 3.   Stockholders' Equity

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.

 Also,  in 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.

In August, 1998 the Company issued 5,800,000 shares of common stock for software
valued at $15,660.  The shares of the prior  stockholders  of  Company's  common
stock totaling 1,000,000 outstanding shares, were redeemed in 1998.

In addition,  the Company for the three months ended September 30, 1998,  issued
700,000 shares of common stock to consultants  for services  rendered  valued at
$1,890.  During the three months ended  December  31, 1998,  the Company  issued
428,500 shares of common stock to consultants  for services  rendered  valued at
$1,157.

In 1999,  the Company  received funds of  approximately  $252,000 from an exempt
securities  offering pursuant to Regulation D, Rule 504. Common stock was issued
based on a  subscription  price of  $1.00  per  share  for the  1,000,000  share
offering. The costs of the offering of approximately $118,000 were recorded as a
reduction  to  additional  paid in capital.  Consulting  service  shares  issued
totaled 630,000.  The Company also issued 450,000 restricted shares for services
in 1999 at $1.00 per share.

                                       7
<PAGE>

Note 4.   Income Taxes

The Company has a 1998  Federal net operating loss carryforward
of approximately  $5,600, which will expire in the year 2018. The tax benefit of
this net operating loss of approximately has been offset by a full allowance for
realization.


Note 5.   Year 2000

The Company  has  assessed  its  exposure to date  sensitive  computer  software
programs  that may not be operative  subsequent  to 1999 and has  implemented  a
requisite  course of action to minimize  Year 2000 risk and ensure that  neither
significant costs nor disruption of normal business  operations are encountered.
However,  because there is no guarantee  that all systems of outside  vendors or
other  entities  on  which  the  Company's  operations  rely  will be Year  2000
compliant,  the Company  remains  susceptible to  consequences  of the Year 2000
issue.


Note 6.   Subsequent Events

On October 21, 1999, the major  stockholder of the Company  entered into a stock
purchase  agreement with AHC, Ltd., (which the latter assigned to AHC - I, BT, a
Nevada Business Trust pursuant to which the stockholder  agreed to sell and AHC,
Ltd.,  agreed  to  purchase  2,300,000  shares  of  common  stock  of the  major
stockholder  in the  Registrant.  AHC - I, BT is a Nevada  Business  Trust.  The
Trustee  of  the  Trust  is  Growth  Capital  Investments,  Inc.,  a  California
corporation.  The trust is the  assignee  of the rights of AHC,  Ltd.  under the
stock purchase agreement dated October 21, 1999.

Under the terms of the Stock  Purchase  Agreement,  AHC - I, BT is  entitled  to
acquire 2,300,000 shares of common stock of the Company from the stockholder for
a total  consideration  of  $750,000.  These funds would be  distributed  to the
stockholder  upon the close of escrow.  In addition,  the  Company,  in order to
obtain an immediate infusion of cash for its operations, granted to AHC - I , BT
the  right  to  acquire   3,800,000  shares  of  common  stock  at  a  price  of
approximately  $.20  share.  All funds  from the sale of these  shares are to be
placed directly into the operating capital of the Company.

Under the  agreement,  an escrow  was  opened  for the  transaction.  The escrow
instructions contain a number of conditions that are required to be met prior to
a close. Under the agreement,  AHC - I, BT was required to make available to the
Company the sum of $250,000 for operations and a proportionate  number of shares
of common stock would be  distributed  to AHC - I, BT in  consideration  for the
capital  infusion.  Pursuant to the  agreement,  AHC -I, BT provided the Company
with the required funds.


                                       8
<PAGE>

Note 6.   Subsequent Events (Continued)

The stock  purchase  transaction  is still in escrow and a closing  is  expected
within the next sixty days. After the escrow closing,  AHC - I, BT would control
50.1% of the total issued and  outstanding  stock of the Company and would be in
control of the Company. The unrelated company assumed control of the Company and
the  directors  and  officers  of the Company  resigned  and new  directors  and
officers were elected.


Note 7.   Commitments and Contingencies

The Company  entered  into a marketing  agreement  dated  April,  1999,  with an
unrelated market entity to market  websites.  The Company advanced monies to the
marketing  entity in the approximate  amount of $145,600.  In order to assist in
customer  satisfaction,  the Company did not process any  customer  credit cards
until the  websites  were  operating  in July,  1999.  The  Company  because  of
customers'  requests',  began refunding credit card receipts in August, 1999 and
advanced amounts for unpaid sub-distributor commissions to the marketing entity.

The Company in the test market of supersite  orders from customers after receipt
of revenue  decided to refund all cash and credit  card  receipts as a matter of
goodwill upon discovery of significant  sales  allowances and sale returns.  The
net result was to record  revenues  at zero after  returns  and  allowances  and
expense any test market  advances to the market entity.  The net amount recorded
as test market expense  totaled  $79,639 for the nine months ended September 30,
1999 and $42,149 for the three months ended September 30, 1999.

The Company  entered into an operating  lease for office space in July 1999. The
lease has a six month term with monthly payments of $2,794


                                       9
<PAGE>






                SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This report  contains  certain  "forward-looking  statements"  as defined  under
Section 21E of the Securities  Exchange Act of 1934. The Company desires to take
advantage of the "safe harbor"  provisions of Section 21E and is including  this
statement for the express  purpose of availing  itself of the  protection of the
safe  harbor  with  respect  to  all  such  forward-looking  statements.   These
forward-looking  statements,  which are included in Management's  Discussion and
Analysis,  describe  future plans or  strategies  and may include the  Company's
expectations  of  future  financial  results.  The  words  "believe",  "expect",
"anticipate",   "estimate",   "project",   and  similar   expressions   identify
forward-looking  statements.  The  Company's  ability to predict  results or the
effect of future plans or  strategies or  qualitative  or  quantitative  changes
based on market  risk  exposure is  inherently  uncertain.  Factors  which could
effect  actual  results  include  but are not  limited  to i) change in  general
market, ii) general economic conditions, both in the United States generally and
in the Company's market area, iii)  legislative/regulatory  changes,  iv) demand
for products, v) competition,  and other internet commerce issues. These factors
should be considered in evaluating  the  forward-looking  statements,  and undue
reliance should not be placed on such statements.


                                       10
<PAGE>

Item 2.

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                               PLAN OF OPERATIONS


         For the next twelve  months,  RBID will  continue its present  business
operation  as  a  leading  provider  of  Internet  access  services,  e-commerce
solutions,  online  shopping mall,  auction mall and classified  advertising for
consumers and small- to medium-sized  businesses.  The Company shall continue to
provide consumers and merchants the information,  technology,  and services they
need to become  successful in  e-commerce,  while  offering the online  shopping
consumer  a  unique  and  enjoyable   shopping,   auction  and  free  classified
advertising experience.

         The Company  anticipates  that it will continue to be  headquartered in
Laguna  Hills,  California.  The Company is expanding  its quality  products and
services to include the world's first fully  interactive  online merchant stores
that include full access to auction and classifieds advertising channels.

         At the  present  time,  the  Company  distributes  both a  product  and
service. The product which the Company distributes is a web site for individuals
which  desire to own and  operate a retail  mall  establishment  for the sale of
goods and services.  Specifically,  an interested  person will contract with the
Company to design a retail  shopping  mall. The selling price of the retail mall
site will range from $250.00 to $995.00.  The Company  will  undertake to create
the retail mall for the subscriber and the subscriber will then be able to offer
a wide  variety  of goods and  services  to the  public  for sale  from  his/her
individual mall site.

         The market for the  products  and  services  provided by the Company is
both the domestic and international markets.  Specifically, all persons globally
who utilize the internet and available high speed technologies will be potential
customers of the Company.  This would include persons who desire to set up their
own business mall site as well as persons that will purchase  goods and services
from the mall sites.

         The  Company's  main focus will  continue  to be to develop  unique and
powerful  Internet  related  e-commerce  products  and services to meet the high
demand of small to medium sized businesses.  The Company's main focus will be on
marketing  the Internet  shopping mall and merchant  online  stores  (Rmall.com)
classified  advertising  (Rads.com) and online  auctions  (Rbid.com).  These new
exciting  products and services will be the driving force for Company  expansion
into new  markets  and  product  diversification.  These  new and  revolutionary
products and services are called  R-Mall  (Internet  shopping  mall and merchant
online stores),  R-Ads (Internet  classified  advertising),  Rbid.com  (Internet
auction),  Rway.net  (Internet  access  and  marketing  services)  and  R-escrow
(financial transactions).

                                       11
<PAGE>

         While  the  Company  has spent the past  year  investing  in  intensive
preparation  and  development  of the products  and  services and key  affiliate
relationships with major retailers, which have been outlined on the rbid.com Web
site,  the next 12 months will be spent  implementing  its  marketing  and sales
programs.  Existing  and  newly  enrolled  users  may now  begin  the  practical
application of the Company's SuperSite features including:  online auctions with
a user-friendly  interface facilitating Web site navigation;  an online shopping
mall with major  industry names like Dell,  Disney,  JC Penny and Sharper Image;
classified advertising sites such as R-freeAds,  Rhomeguide and R-auto mall; and
R-surf Internet services including a chat forum, free e-mail and a portal search
page --- all under the R-world umbrella of products and services.

         The Company utilizes  Organizational  Marketing with Merchant Resellers
as the key marketing  strategy behind Rway, Rmall and RBID auction house. In the
coming  months and years the  Company  will  focus on  bringing  on-board  large
national  organizations  with  millions of potential  customers and vendors that
will buy and sell the  Company's  products  and  services.  This  unique  market
approach  will  undoubtedly   revolutionize  the  Internet  world.  Where  other
companies  spend tens of millions of dollars on banner media  advertising as its
primary  avenue of promoting and selling their  products while trying to build a
name  recognition,  the Company will immediately  focus on bringing  millions of
customers on-line while  strategically  placing media advertising to exclusively
build the Company name recognition. The Company is developing relationships with
other national  marketing  firms that  specialize in assisting  corporations  to
reach their maximum sales potentials.

         All of the Company  Internet  products and services were  developed and
designed for future expansion into the  International  markets.  In the upcoming
year,  the Company will  selectively  open new  countries and  territories  in a
prudent and  financially  beneficial way with existing  capable and  experienced
marketing companies.

         Through the development of proprietary software that allows the Company
to  virtually  contract  with  unlimited  number of small local ISP's  (Internet
service  providers),   the  Company  can  offer  unlimited  Internet  access  at
competitive  rates.  The  Company is able to sell  Internet  access in all major
metropolitan  cities with unlimited  Internet access at a competitive rate while
paying  substantial  commissions  and bonuses.  The  Company's  main servers are
located in a major hub to the world wide  Internet  and assures  online  members
fast access (56K or ISDN) and network reliability.

         The Company has made a huge  commitment  and  investment  over the past
year into providing its internal  computerized  systems and distributor tracking
the best software available in the industry.  Its partnership  agreement with OP
Technologies,  Oracle,  3Com, Motorola as well as utilizing the latest Microsoft
development  programs  for  complete  support  of all  the  Company's  exclusive

                                       12
<PAGE>

software  needs is a vital  link to the  Company's  overall  success  and future
growth.

         The  Company  believes  that during the next 12 months it will begin to
generate  revenues that will provide the Company with  sufficient  funds to meet
its day to day financial  obligations.  The Company does not anticipate the sale
of any securities  other than under existing  agreements or the borrowing of any
funds during the next 12 months since it believes that the funds it will receive
from operations will be more than adequate to meet the Company's needs. However,
in the event that additional  funds would be required to operate the business of
the Company,  the Company would seek to either  borrow money or seek  additional
equity investors.

         The Company does not expect to purchase or sell any significant  assets
during the next 12 months for use in its operations. However, if greater storage
and data  capacity is required to meet the needs of its  customers,  the Company
will seek to increase  its computer  capacity  through the purchase or rental of
additional  equipment  or storage  capacity.  However,  the Company is unable to
state with any degree of  certainty  if the latter will be  required  during the
next 12 months.
         The  Company  does not expect any  significant  change in the number of
employees  during  the next 12 months  for use in its  operations.  However,  if
greater  manpower is required  to meet the needs of its  customers,  the Company
will seek to increase its  employee  number.  However,  the Company is unable to
state with any degree of  certainty  if the latter will be  required  during the
next 12 months.



                                       13
<PAGE>


                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

                              RESULTS OF OPERATIONS
                              ---------------------


         For the quarter ended  September 30, 1999, the Company  generated a net
loss of $235,586, an increase from a net loss of $3,662 for the third quarter of
1998.

         At September 30, 1999, the Company's total assets reached  $42,605,  an
increase of $26,945 over total assets at December 31, 1998.

                            DISCUSSION OF OPERATIONS
                            ------------------------

The Development  Stage Company continued to expend funds and develop its website
internet mall with expenditures of $42,612 for development software,  $52,538 in
salaries  and  $60,449 in  advertising/marketing  for the third  quarter,  1999,
compared to an inactive third quarter for 1998. The Company developed  relations
and implemented computer programs with computer credit card processors.

The Company  entered  into a marketing  agreement  dated  April,  1999,  with an
unrelated market entity to market  websites.  The Company advanced monies to the
marketing  entity in the approximate  amount of $145,600.  In order to assist in
customer  satisfaction,  the Company did not process any  customer  credit cards
until the  websites  were  operating  in July,  1999.  The  Company,  because of
customers  requests,  began refunding  credit card receipts in August,  1999 and
advanced amounts for sub-distributor commissions to the marketing entity.

The Company, in the test market of supersite orders from customers after receipt
of revenue  decided to refund all cash and credit  card  receipts as a matter of
goodwill,  upon discovery of significant sales allowances and sale returns.  The
net result was to record  revenues  at zero after  returns  and  allowances  and
expense any test market  advances to the market entity.  The net amount recorded
as test market expense  totaled  $79,639 for the nine months ended September 30,
1999 and $42,148 for the three months ended September 30, 1999.



                           LIQUITY AND CAPITAL SOURCES
                           ---------------------------

During the three months ended September 30, 1999, the major  stockholder  loaned
the Company  $131,055  (net) for  operations.  In the third  quarter the Company
began negotiations with a separate management group to provide additional liquid
funds and  capital  for  future  growth to  alleviate  an  impending  tight cash


                                       14
<PAGE>


liquidity  situation.  An escrow cash funding  agreement  was signed in October,
1999,  providing  the new  management  group  control of the Company for initial
funding of $250,000 and future funding of $500,000.

Please refer to the Statement of Cash Flows for the nine months ended  September
30, 1999,  and note the Company was inactive for the period ended  September 30,
1998.

                                       15
<PAGE>

PART II OTHER INFORMATION
-------------------------

Item 1    LEGAL PROCEEDINGS
---------------------------

  The Company and the RWAY are not involved in any legal proceedings incident to
their  businesses.  In the opinion of  management,  no material pr proceeding is
foreseen and no loss is expected from any such lawsuit.

Item 2    CHANGES IN SECURITIES AND USE OF PROCEEDS
---------------------------------------------------

Not applicable

Item 3    DEFAULTS UPON SENIOR SECURITIES
-----------------------------------------

Not applicable

Item 4    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
-------------------------------------------------------------

  No matters were submitted for a vote of shareholders during the period covered
by this report.

Item 5    OTHER INFORMATION
---------------------------

Not applicable

Item 6    EXHIBITS AND REPORT ON FORM 8-K
-----------------------------------------

  (a)  Exhibits

          NUMBER           DESCRIPTION
          ------           -----------
                           Financial Data Schedule

  (b)   Reports on Form 8-K

     None.

                                       16
<PAGE>

                                    SIGNATURE

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  Company  has duly  caused  this  report to be  signed on its  behalf by the
undersigned hereunto duly authorized.

                                           RBID.COM INC.

Date:   November 10, 1999                  By: /s/Fred Wallace
                                               ----------------
                                           FRED WALLACE, CFO



                                       17
<PAGE>

                                 EXHIBIT INDEX

   EXHIBIT            DESCRIPTION
   -------            -----------
     27               Financial Data Schedule