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 June 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 [ ]


At June 30, 1999,  and November 10, 1999 there were  8,378,500  shares of common
stock outstanding.
<PAGE>


<TABLE>
<CAPTION>
                                  RBID.COM INC.
                          (A DEVELOPMENT STAGE COMPANY)
                                   (UNAUDITED)


                                TABLE OF CONTENTS



Part I.  Financial Information                                                            Page Numbers
                                                                                          ------------
<S>                                                                                             <C>
Item 1.  Financial Statements

         Balance Sheets at June 30, 1999 and December 31, 1998 (Unaudited)                      1

                  Statement  of  Operations  for the three months ended June 30,                2
1999 and 1998 and October 4, 1998 (Inception) to June 30, 1999 (Unaudited)

                  Statements  of  Operations  for the six months  ended June 30,                3
1999 and 1998 and October 4, 1998 (Inception) to June 30, 1999 (Unaudited)


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

         Notes to Financial Statements (unaudited)                                            5 - 9


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                                             14

         Signature Page                                                                        15
</TABLE>


<PAGE>

<TABLE>

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

                                                                        June 30,     December 31,
                                                                         1999           1998
                                                                       -----------    -----------
ASSETS

<S>                                                                    <C>          <C>
     Current Assets
           Cash                                                        $11,191 $           --
           Deposits                                                        2,608           --
           Loan receivable, shareholder                                   26,944
                                                                       -----------    -----------
                 Total Current Assets                                     40,743           --
                                                                       -----------    -----------

     Property and equipment, net of accumulated
           depreciation                                                   31,655         15,660
                                                                       -----------    -----------

                 Total Assets                                          $  72,398    $    15,660
                                                                       =========    ===========


                LIABILITIES AND STOCKHOLDERS' EQUITY

     Current Liabilities
           Accounts payable                                            $  11,492    $     1,772
           Payroll taxes payable                                           2,500           --
                                                                       -----------    -----------
                 Total Current Liabilities                                13,992          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           (1,291,562)        (4,819)
                                                                       -----------    -----------
                 Total Stockholders' Equity                               58,406         13,888
                                                                       -----------    -----------

                 Total Liabilities and Stockholders' Equity            $  72,398    $    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
                                                 June 30,       June 30,        June 30,
                                                   1999           1998           1999
                                                -----------    -----------   -----------

Revenue                                         $      --      $      --     $      --
                                                -----------    -----------   -----------

Expenses:
<S>                                                 <C>              <C>       <C>
        Selling, general and administrative         896,453          1,772     1,291,272
        Depreciation                                    290           --             290
                                                -----------    -----------   -----------
               Total Operating Expenses             896,743          1,772     1,291,562
                                                -----------    -----------   -----------

Operating Loss                                     (896,473)        (1,772)   (1,291,562)
                                                -----------    -----------   -----------

Net Loss                                        ($  896,473)   ($    1,772)  ($1,291,562)
                                                ===========    ===========   ===========

Per Share Information:
        Weighted Average Shares Outstanding -
            Basic and Diluted                     7,848,500      7,486,000     1,514,409
                                                ===========    ===========   ===========

Net Loss Per Common Share - Basic and Diluted   ($     0.11)          --     ($     0.85)
                                                ===========    ===========   ===========
</TABLE>


                 See accompanying notes to financial statements.

                                       2
<PAGE>

<TABLE>
<CAPTION>

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


                                                                                Period
                                               Six months       Six months   October 4, 1988
                                                 ended            ended     (Inception) to
                                                June 30,         June 30,       June 30,
                                                  1999             1998          1999
                                                -----------    -----------   -----------

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

Expenses:
        Selling, general and administrative       1,286,453          1,772     1,291,272
        Depreciation                                    290           --             290
                                                -----------    -----------   -----------
               Total Operating Expenses           1,286,743          1,772     1,291,562
                                                -----------    -----------   -----------

Operating Loss                                   (1,286,743)        (1,772)   (1,291,562)
                                                -----------    -----------   -----------

Net Loss                                        ($1,286,743)   ($    1,772)  ($1,291,562)
                                                ===========    ===========   ===========


Per Share Information:
        Weighted Average Shares Outstanding -
            Basic and Diluted                     7,848,500      1,000,000     1,514,409
                                                ===========    ===========   ===========

Net Loss Per Common Share - Basic and Diluted   ($     0.17)          --     ($     0.85)
                                                ===========    ===========   ===========

</TABLE>

                 See accompanying notes to financial statements.

                                       3
<PAGE>
<TABLE>

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


                                                                                                     Period
                                                                    Six months       Six months   October 4, 1988
                                                                      ended            ended      (Inception) to
                                                                     June 30,         June 30,      June 30,
                                                                       1999             1998          1999
                                                                    -----------    -----------    -----------

CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                                 <C>            <C>            <C>
           Net loss                                                 ($1,286,743)   ($    1,772)   ($1,291,562)
           Adjustments to reconcile net loss to net cash
              provided by operating activities:
                     Consulting services contributed                  1,080,000           --        1,083,047
                     Depreciation                                           290           --              290
                     Increase in operating assets:
                        Deposits                                         (2,608)          --           (2,608)
                        Loan receivable, stockholder                    (26,944)          --          (26,944)
                        Accounts payable & taxes payable                 12,220          1,772         13,992
                                                                    -----------    -----------    -----------
           Net cash used in operating activities:                      (223,785)          --         (223,785)
                                                                    -----------    -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES
           Purchase of equipment                                        (16,285)          --          (16,285)
                                                                    -----------    -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES
           Net proceeds from issuance of common stock,
                net of issuance costs                                   251,261           --          251,261
                                                                    -----------    -----------    -----------


NET INCREASE IN CASH                                                     11,191           --           11,191
CASH, beginning of year                                                    --             --             --
                                                                    -----------    -----------    -----------

CASH, end of period                                                 $    11,191    $      --      $    11,191
                                                                    ===========    ===========    ===========

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 period  October 4, 1998  (Inception) to June 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


                                       5
<PAGE>


after December 15, 1997.  Statement 130 established  standards for reporting and
display of comprehensive.

Comprehensive Income (Continued)
--------------------------------
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 for the period October 4, 1988  (Inception)  to June 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 six months ended June 30, 1999 amounted to $21,605.  Marketing costs totaled
$37,490 for the six months ended June 30, 1999.

Research and Development
------------------------
Research  and  development   costs  are  expensed  as  incurred.   Research  and
development  costs for the six months  ended June 30,  1999,  are  estimated  by
management to be approximately $600,000.

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.

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.

                                       6
<PAGE>

Note 2.   Property, Equipment and Software

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

         Equipment                                                     $16,285
         Less accumulated depreciation                                    (290)
                                                                      --------
                                                                        15,995
         Software                                                       15,660
                                                                       -------
                                                                       $31,655
                                                                       -------

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 nine 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 the quarter ended June 30, 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
of common stock for services in 1999 at $1.00 per share  (390,000  shares in the
three  months  ended March 31, 1999 and 60,000  shares in the three months ended
June 30, 1999).



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

                                       7
<PAGE>

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

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
sell and the unrelated  company  agreed to purchase  2,300,000  shares of common
stock of the President's in the Company for a total  consideration  of $750,000.
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.  Commitment 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  $37,490 for the six months ended June 30, 1999,
and for the three months ended June 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

                                       8
<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.



                                       9
<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).

                                       10
<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


                                       11
<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.

                                       12
<PAGE>


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

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


         For the quarter ended June 30, 1999,  the Company  generated a net loss
of  $896,743,  an increase  from a net loss of $1,772 for the second  quarter of
1998.

         At June 30, 1999,  the  Company's  total  assets  reached  $72,398,  an
increase of $56,738 over total assets at December 31, 1998.

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

The  Development  Stage Company had  expenditures of $727,176 for consulting for
the  three  months  ended  June 30,  1999.  In  addition  the  Company  incurred
advertising/marketing  expense of $59,095 and  software  development  expense of
$27,062  prior to  launching  of its  internet  website at the end of the second
quarter of 1999.

The loss in the prior year quarter  ended June 30, 1998 of $1,772  resulted from
state registration fees payable by the Company.



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

The Company  received funds of  approximately  $252,000 from an exempt  offering
Regulation D, Rule 504. In addition,  consultants were issued  restricted common
stock shares valued at $690,000 for their services  rendered at $1.00 per share.
The cost of the offering totaled approximately $118,000.

                                       13
<PAGE>
Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
--------------------------------------------------------------------------------
Operations Part II.
-------------------


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

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

  The  Company  is 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.

                                       14
<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


                                       15
<PAGE>


                                 EXHIBIT INDEX

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