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UNITED STATES
  SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

FORM 10-KSB

x ANNUAL REPORT PURSUANT
  TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
  For the fiscal year ended April 30, 2003

 ̈ TRANSITION REPORT
  PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
  For the transition period from _________ to ____________

Commission File No. 0-26729

WORLDBID CORPORATION 
  (Exact name of Registrant as specified in its charter)

|NEVADA                                                               | 88-0427619                             
|-------------------------------------------------------------------- | ---------------------------------------
|(State or other jurisdiction of incorporation
      or organization) | (I.R.S. Employer Identification Number)

|810 Peace Portal Drive, Suite 201 Blaine, Washington | 98230     
|---------------------------------------------------- | ----------
|(Address of principal executive offices)             | (Zip Code)

Registrants telephone number, including area code: (360)
  332-1752

Securities registered pursuant to Section 12(b) of the Act:
  NONE

Securities registered pursuant to Section 12 (g) of the Act:
  100,000,000 shares of common stock

Check whether the issuer (l) has filed all reports required
  to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months
  (or for such shorter period that the registrant was required to file such reports),
  and (2) has been subject to such filing requirements for the past 90 days. x
  Yes  ̈ No

Check if there is no disclosure of delinquent filers in response
  to Item 405 of Regulation S-B contained in this form, and no disclosure will
  be contained, to the best of registrants knowledge, in definitive proxy
  or information statements incorporated by reference in Part III of this Form
  10-KSB or any amendment to this Form 10-KSB. x

Revenues for the fiscal year ended April 30, 2003 were $341,317.

The aggregate market value of the voting stock held by non-affiliates
  computed by reference to the last reported sale price of such stock as of August
  1, 2003 is $2,074,807.

The number of shares of the issuers Common Stock outstanding
  as of August 1, 2003 is 94,081,441 shares.

Transitional Small Business Disclosure Format (check one):
  Yes  ̈ No x

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WORLDBID CORPORATIONANNUAL REPORT ON FORM 10-KSB

INDEX

|PART I   |                                                               |   
|-------- | ------------------------------------------------------------- | --
|         |                                                               |   
|Item 1.  | Description Of Business.                                      | 1 
|         |                                                               |   
|Item 2.  | Description Of Property.                                      | 17
|         |                                                               |   
|Item 3.  | Legal Proceedings.                                            | 17
|         |                                                               |   
|Item 4.  | Submission Of Matters To A Vote Of Security Holders.          | 17
|         |                                                               |   
|PART II  |                                                               |   
|         |                                                               |   
|Item 5.  | Market For Common Equity And Related Stockholder Matters.     | 18
|         |                                                               |   
|Item 6.  | Management's Discussion And Analysis Or Plan Of Operation.    | 19
|         |                                                               |   
|Item 7.  | Financial Statements.                                         | 25
|         |                                                               |   
|Item 8.  | Changes In And Disagreements With Accountants On Accounting   |   
|         | And Financial Disclosure.                                     | 25
|         |                                                               |   
|PART III |                                                               |   
|         |                                                               |   
|Item 9.  | Directors, Executive Officers, Promoters And Control Persons; |   
|         | Compliance With Section 16(A) Of The Exchange Act.            | 26
|         |                                                               |   
|Item 10. | Executive Compensation                                        | 28
|         |                                                               |   
|Item 11. | Security Ownership Of Certain Beneficial Owners And           |   
|         | Management                                                    | 31
|         |                                                               |   
|Item 12. | Certain Relationships And Related Transactions                | 33
|         |                                                               |   
|Item 13. | Exhibits And Reports On Form 8-K.                             | 35
|         |                                                               |   
|Item 14. | Controls And Procedures.                                      | 36

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PART I

Certain statements contained in this Form 10-KSB constitute
  "forward-looking statements" within the meaning of Section 27A of the Securities
  Act of 1933, as amended (the "Securities Act"), and Section 21E of the Exchange
  Act. These statements, identified by words such as plan, "anticipate,"
  "believe," "estimate," "should," "expect" and similar expressions, include our
  expectations and objectives regarding our future financial position, operating
  results and business strategy. These statements reflect the current views of
  management with respect to future events and are subject to risks, uncertainties
  and other factors that may cause our actual results, performance or achievements,
  or industry results, to be materially different from those described in the
  forward-looking statements. Such risks and uncertainties include those set forth
  under the caption "Management's Discussion and Analysis or Plan of Operation"
  and elsewhere in this Form 10-KSB. We do not intend to update the forward-looking
  information to reflect actual results or changes in the factors affecting such
  forward-looking information.

ITEM 1.     Description of Business

COMPANY OVERVIEW

Worldbid Corporation (We or Worldbid)
  owns and operates an international business-to-business and government-to-business
  facilitation service, which combines proprietary software with the power of
  the Internet to bring buyers and sellers together from around the world for
  interactive trade. We were founded on the basis of a simple premise: small,
  mid-sized and even large companies face numerous linguistic, cultural and logistical
  barriers when trying to find new buyers nationally and internationally or when
  trying to develop new sources of products or materials nationally and internationally.
  We have designed our Worldbid.com Internet web site to enable companies throughout
  the world to procure, source (buy) and tender (sell) products and services nationally
  and internationally.

Recent Developments

Our inability to achieve substantial financing since the beginning
  of our prior fiscal year ended April 30, 2002 has forced us to reduce our business
  operations and to forgo our marketing and advertising plans. We believe that
  market conditions and the unwillingness of investors to finance junior technology
  companies such as Worldbid have contributed to our inability to raise additional
  capital. We have undertaken the following measures to reduce our operating costs
  in order to reflect our inability to achieve substantial financing:

| | 1. | We have determined not to proceed with planned marketing
        and advertising plans;                                                                                        
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 2. | We have reduced our staffing levels to six full-time
        contract and five part-time personnel;                                                                            
| | 3. | We have given up our operations office in Victoria,
        British Columbia;                                                                                                  
| | 4. | We have relocated our web site servers from our offices
        to the offices of an arms length Internet service provider;                                                    
| | 5. | We have undertaken an offering of secured convertible
        notes and share purchase warrants in an effort to obtain financing.                                              
| | 6. | We have generally attempted to lower all our operating
        costs.                                                                                                          
| | 7. | We have cancelled partnership agreements that did
        not provide sufficient income to cover costs, including our arrangements
        with The Times of London and Forbes.
| | 8. | We have determined to limit new partnership arrangements
        to those that provide an immediate revenue stream.                                                            

We were successful in substantially reducing our operating
  costs while increasing our revenues during the fiscal year ended April 30, 2002.
  We continued our reduced operating costs while maintaining revenues during our
  fiscal year ended April 30, 2003. However, we continue to have a working capital
  deficit and we require additional financing for us to continue our operations.

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CORPORATE ORGANIZATION

Incorporation

We were incorporated pursuant to the laws of the State of Nevada on August 10, 1998.

Subsidiaries

We carry out our web site development and operation activities
  through our subsidiary, Worldbid Canada Corporation, a British Columbia company
  that was incorporated on November 5, 1999.

INDUSTRY BACKGROUND

Growth of Online Electronic Commerce

The Internet is dramatically affecting the methods by which
  consumers and businesses are buying and selling goods and services. Electronic
  commerce offers the opportunity for businesses to achieve greater profitability
  by expanding distribution channels, integrating internal and external processes
  and offering a cost-effective method of providing products and services. The
  Internet provides online businesses with the ability to reach a global audience
  and to operate with minimal infrastructure, reduced overhead and greater economies
  of scale, while providing consumers and businesses with a broad selection, increased
  pricing power and unparalleled convenience. As a result, a growing number of
  parties are transacting business on the Internet.

Our Market Opportunity

We have identified a need in the international business community
  for an Internet web site that can connect businesses involved in national and
  international trade at an economical cost. The traditional methods of information
  delivery and communications between businesses involved in international trade,
  including trade magazines, telephone and trade conferences, contain inherent
  inefficiencies, including:

|A. | Traditional media, such as trade publications and print media, are costly
      and offer limited circulation;                            
|-- | ------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                           
|B. | Expansion of business beyond traditional boundaries is expensive due to
      the high cost of marketing, travel and promotional expenses;
|   |                                                                                                                                           
|C. | Language barriers limit the ability of businesses to communicate.                                                                         

The Internet provides a medium for business throughout the
  world to communicate and start the process of entering into business transactions.
  We have developed the Worldbid web sites with the objective of capitalizing
  on the demand for a world trade Internet web site.

THE WORLDBID WEB SITES

Our principal web site is located on the Internet at www.worldbid.com
  and is referred to by us as the Worldbid web site. We have also developed an
  additional one hundred sub-sites of our principal web site that operate in conjunction
  with our principal web site to expand the scope of the businesses that we target.
  We refer to these web sites as the Worldbid web sites and the Worldbid Network.

Development of the Worldbid Web Sites

We designed the Worldbid web sites to enable businesses throughout
  the world to discover trade leads for products and services that they are seeking
  to purchase or sell. Businesses that use the Worldbid Web sites are able to
  post notices of products or services that they wish to buy or sell in an organized
  and categorized manner. In addition, businesses may view notices posted by other
  businesses for products or services that they wish to buy or sell. The Worldbid
  web sites enable businesses to locate valuable information regarding the products
  and services which they buy and sell, including: (i) the identities of potential
  buyers for products

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and services which are offered for sale; and (ii) the identities
  of potential sellers of products and services which are sought to be purchased.
  We use a system of e-mail notifications that are transmitted to businesses using
  the Worldbid web sites in order to notify businesses of potential new trade
  leads that are posted by other businesses on the Worldbid web sites. Businesses
  are then able to contact other businesses directly and negotiate transactions
  between themselves with minimal involvement from us.

We developed the Worldbid web sites to target a need that
  we have identified in the international business community for an Internet web
  site that can connect businesses involved in national and international trade
  at an economical cost. Our objective has been to capitalize on the demand for
  a world trade Internet web site while addressing the inefficiencies of traditional
  methods of information delivery and communications between businesses.

We have also developed the format of the Worldbid web sites
  in order to encourage use by businesses from around the world in the international
  trade community. We believe that the international focus of the Worldbid web
  sites offers a competitive advantage over competing trade sites that often limit
  their focus to specific geographic regions. We have also focused on enabling
  the Worldbid web sites to facilitate trade in goods that are often the subject
  of international trade, such as industrial goods and commodities.

Registration

Each business that wishes to take advantage of the Worldbid
  web sites is required to register with us and pay a subscription prior to posting
  any offer to sell or request for tender. Businesses are required to register
  during an on-line Internet session. Each business is required to provide basic
  information regarding their business and identity and to complete a simple questionnaire.
  After registration and payment, a business is permitted to post notices of offers,
  view notices posted by other businesses and receive e-mail notifications of
  offers from other businesses.

Buyers

Each business interested in purchasing a product is given
  the opportunity to post a request for tender or procurement or an offer to buy
  on the Worldbid web sites. Each business user selects the applicable category
  for their area of interest and enters in a description of the products or services
  sought, together with their contact and e-mail information. Each of these posted
  offers to buy or requests for tender is automatically delivered by e-mail to
  each business that has registered on the Worldbid web sites and entered its
  contact information with the request that it receive information regarding specific
  products or services. Each business can also enter its e-mail address in order
  to receive e-mail notifications from potential sellers in their category of
  interest.

Sellers

Each business that is interested in completing a sale is given
  the opportunity to post offers to sell on the Worldbid web sites. Each business
  user selects a category of their offer for sale and then enters in a description
  of the products or services to be sold, together with the business users
  contact and e-mail information. Each of these posted offers to sell is automatically
  delivered by e-mail to each business that has registered on the Worldbid web
  sites and entered its contact information with the request that it receive information
  regarding specific products or services that are offered for sale. Each registered
  business that is interested in completing a sale can also enter its e-mail address
  in order to receive e-mail notifications from potential purchasers in its category
  of interest.

Requests for E-Mail Notifications

The Worldbid web sites can also be used by registered businesses
  that do not wish to post requests for tender or offers for sale. Business users
  may select a category of interest and view posted requests for tenders and offers
  to sell. Business users may enter their e-mail contact information in order
  to receive notifications of any request for tender or offer to sell within a
  category of interest.

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Current Use of the Worldbid Web Site

We launched the Worldbid Web Site in January 1999. Since its
  launch, the Worldbid web site has grown to over 690,000 trade leads in more
  than 1,000 separate industry categories and sub-categories. Approximately 270,000
  companies have signed up as registered users of the Worldbid web sites, of which
  only a portion are paying subscribers as we determined to grandfather all users
  who registered prior to our implementation of subscription fees. Currently,
  new companies are registering as members of our Worldbid web sites at the rate
  of approximately 90 per day. The Worldbid web sites receive over 1 million page
  views each month, have generally between 300-1000 trade opportunities posted
  each day, and over 6 million trade notifications per month are emailed out to
  registered businesses who have requested them. Our experience is that approximately
  75% of the businesses that have registered to use our Worldbid web sites are
  residents of countries outside of the United States.

FEATURES OF THE WORLDBID WEB SITES

Categories

The Worldbid web sites have a broad variety of business categories
  and sub-categories (currently numbering over 1,000), allowing us to serve a
  wide variety of business and government users. Users can also request additional
  categories and sub-categories. We believe that this flexible format enables
  us to attract a broad range of businesses that presently do not have any conventional
  means of requesting tenders or obtaining requests for their products or services.
  The global nature of the Internet and its ability to be accessed throughout
  the world enable the Worldbid web sites to be used by businesses to access markets
  outside their geographic region.

Company Showrooms

We have developed a service that allows our registered users
  to build a company showroom, or product catalogue, on our Worldbid
  web site and be listed in the company directory that we have generated. This
  service, which has quickly grown to include over 6,200 company showrooms, allows
  our registered users a highly economic method of displaying their products in
  a sophisticated and professional manner, drawing in new buyers for their products.

Request-for-Quote (RFQ) Engine

We have developed a Request-for-Quote engine which allows
  clients to submit quotations, tenders and requests for quotes to other Worldbid
  clients. The RFQ engine also provides for a negotiation system and a RFQ/case
  tracking tool. This system provides a means for clients to pursue a more formal
  and detailed form of communication and negotiation, while at the same time enables
  Worldbid to become more deeply integrated into the negotiation/tendering process.

Bid Document Storage

We offer bid document storage as a free, value-added service.
  This service enables members to upload bidding and tender documents, brochures,
  specifications and blueprints specific to their posted offers to buy or sell,
  and allows other members to download this data. We believe this service expedites
  the tendering process by eliminating the wait for cumbersome mail delivery of
  relevant documents.

Transaction Completion Facilitation

To date we have not engaged in facilitating the completion
  of transactions initiated between businesses through the Worldbid web sites.
  The Worldbid web sites have been a means for interested parties to make contacts
  and pursue negotiations between themselves. We are currently exploring the addition
  of a value added, fee based service in which we, or a contracted third party,
  would offer limited facilitation assistance to some transactions. We entered
  into an agreement in July 2002 with an arms length party that will provide us
  with the ability to provide monetary transactions between members and have integrated
  this functionality into our Worldbid web sites.

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Screening of Notices

We screen all buy and sell notices posted on the Worldbid
  web sites. This ensures the notices are in the correct category and do not contain
  inappropriate content, and that our users receive email trade lead notices that
  are relevant to their businesses.

THE WORLDBID NETWORK OF WEB SITES

Overview

Our objective for the Worldbid web sites is to attract international
  businesses of all types and sizes and assist them to engage in business transactions.
  Some of these businesses may wish to conduct their on-line affairs in a local
  language or market and so might desire a regional web site. Other businesses
  may wish to focus on a specific industry, and so may desire an industry specific
  web site. To address this perceived demand, we have created a network of Worldbid
  sub-sites that we refer to as the Worldbid Network.

We have created two types of Worldbid sub-sites in order to
  establish the Worldbid Network: (i) regional sub-sites that pertain to specific
  geographic areas, such as our WorldbidUK.com web site; and (ii)
  industry sub-sites that pertain to specific industries. To date, we have built
  Worldbid sub-sites for approximately 100 of the approximately 170 domain names
  that we currently own. Of these web sites, roughly 60 are regional sub-sites
  and 40 are industry sub-sites.

Sub-Site Strategic Alliance Agreements

We are attempting to expand and market the Worldbid Network
  through sub-site specific strategic alliance agreements with businesses involved
  in business to business electronic commerce. Our plan to develop sub-site strategic
  alliances is at the core of our strategy for growth and expansion. We have structured
  our sub-site strategic alliance program with the objective of significantly
  expanding our revenue opportunities while minimizing any additional direct subscription
  cost. We attempt to accomplish this goal by having our sub-site partners bear
  the burden of new customer acquisition and local market development.

We evaluate potential partners on the following important criteria:

- Number of registered users
- Number of paying users
- Number and quality of trade leads
- Homepage traffic
- Company longevity, financing, and reputation
- Talent and experience of personnel
- Web-Site content
- Advertising contacts, and
- Business partnerships.

For a regional sub-site, the most basic criteria for being
  a suitable partner is presence in the relevant region, while for an industry
  sub-site, it is satisfactory industry credentials.

Under our sub-site strategic alliance agreements, our partner
  is primarily responsible for attracting and maintaining users for its sub-site,
  our belief being that the partner can do so with better results and more cost
  effectively than we can. We base this on our opinions that: (a) successfully
  marketing our services to a worldwide market is too expensive for us to undertake
  by ourselves; and (b) our customers will be best attracted and served by a partner
  which has contacts, language (where applicable), familiarity with trade customs,
  and other knowledge relevant to the particular sub-site.

Our sub-site strategic alliance agreements are structured
  to provide that Worldbid retains all ownership and control of the sub-site and
  its associated data and intellectual property, and is responsible for hosting,
  maintaining and enhancing the sub-site and its basic content. The partner is
  granted exclusive partnering

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rights to the sub-site, and agrees that, during the term of
  the agreement and for six months after it ends, it will not utilize any Worldbid
  competitors trade leads in any other business it conducts.

The partner is responsible for marketing and promoting the
  sub-site, although we sometimes provide, in our discretion, some help for a
  particular project, such as a trade show or an advertising campaign. The partner
  is also responsible for customer service and providing some content relevant
  to the sub-site, and for increasing the sub-sites user base and selling
  subscriptions to users. Each party is responsible for its own costs.

In most cases, the strategic alliance is based on sharing
  sub-site revenue between the partner and Worldbid. We currently negotiate to
  require our partners to pay an upfront non-refundable deposit against future
  sub-site membership subscription sales.

The terms of the strategic alliance agreements are negotiated
  with each partner on a case by case basis. Accordingly, the specific terms of
  each agreement will vary. In addition, we may determine to significantly alter
  the structure of our strategic alliances with future partners. While we refer
  to the businesses with whom we enter into strategic alliances as partners,
  these businesses are not true legal partners and our sub-site strategic alliances
  are not structured or operated as legal partnerships.

Current Regional Worldbid Web Sites

Our business model for regional markets is predicated on partnering
  or affiliating with regionally located companies who are able to provide local
  market knowledge and sensitivity to local customs, laws, and economies. We have
  developed our regional web sites as a means of attracting international businesses
  that want to deal in a local country market or in a local language, rather than
  English. Accordingly, each regional Worldbid web site is planned to be built
  in the local language of the regional Worldbid web site in order to maximize
  use by the targeted local business market. To date, we have developed regional
  Worldbid web sites both by ourselves and with partners.

We have entered into sub-site strategic alliance arrangements
  to provide for the development of international Worldbid web sites with regional
  partners. We determined in our fiscal year ended April 30, 2002 to scale back
  the number of strategic alliance arrangements to limit these arrangements to
  those international sites that are generating revenue. Currently, our strategic
  alliance arrangements are limited to the following international web sites:
  (i) worldbidafrica.com. and (ii) worldbidargentina.com.

We are continuing to evaluate the development and pursue strategic
  alliances for new regional sub-sites that can generate immediate revenues. Usage
  of our regional sub-sites currently accounts for approximately 10% of the total
  usage of the Worldbid web sites.

Technical Features of Worldbid Network

Our regional sub-sites currently comprise user interfaces
  in 12 languages: English, Spanish, French, Simplified Chinese, Japanese, Korean,
  Dutch, Italian, Portuguese, Romanian, Russian, Turkish, Our industry sub-sites
  user interfaces are currently all in English.

All Worldbid Network sites are now co-located at Pacific Coast
  Net, an Internet service provider in Victoria, British Columbia. All sites share
  the same front-end and back-end software, designed and developed in-house. Our
  software allows us to automatically spawn complete new sub-sites into the Worldbid
  Network, without requiring any additional software development. As well, the
  software features a proprietary database architecture which enables the sub-sites
  to be linked to our parent site (i.e., Worldbid.com), but
  remain independent. Linking the sub-sites to our parent site enables us to allow
  trade lead data from our parent site to be posted on sub-sites, and vice versa.
  The trade lead data can be filtered between sites based on defined parameters,
  such as region or industry.

Our software has been developed with the objective of enabling
  us to easily and independently adjust most aspects of the configuration of both
  the Worldbid Network and specific sites within it, facilitating our timely response
  to business demands and opportunities. Under the Worldbid Networks current
  configuration, the

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regional sub-sites have access to the parent sites entire
  database of trade leads, while the industry sub-sites have access only to those
  parent site trade leads which are contained in the corresponding parent site
  industry category. The trade leads posted on each sub-site are made available
  on the parent site, the regional sub-sites, and any applicable industry sub-site,
  and vice versa, the intent being that the sites may provide mutual benefit to
  each other.

REVENUES

We currently earn revenue by providing the following services through our
  Worldbid web sites:

|1. | sales of membership subscriptions to businesses using our Worldbid web
      site;                                                                                   
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                      
|2. | sales of data gathered from our Worldbid web sites;                                                                                                                  
|   |                                                                                                                                                                      
|3. | sales of advertising placed on our Worldbid web sites
        and on e-mail trade notifications that are transmitted via the Worldbid
        web site to businesses.

We also earn revenues through revenue sharing arrangements
  for web sites that are operated pursuant to partnership or strategic alliance
  arrangements.

Membership Subscription Fees

Earlier in 2001, we commenced the process of changing the
  structure of the Worldbid web sites from a free service to a fee-paying subscription
  membership structure. We are currently selling membership subscriptions for
  the parent site for USD$599 per annum to new subscribers. The membership fee
  is payable in monthly, quarterly, or annual installments. The sub-sites vary
  in their membership subscription fees . We have determined to stop our previous
  practice of offering free trial periods to prospective new members. We do not
  require those original members who signed up prior to our implementation of
  subscription fees to pay subscription membership fees. Accordingly, we only
  earn subscription membership fees from new members. We may in the future determine
  to impose the payment of a subscription membership fee on our original members
  as a condition of their continued use of the Worldbid web sites.

For sub-sites, we currently negotiate to require our sub-site
  partners to pay an upfront non-refundable deposit against future sales of sub-site
  subscription memberships. These non-refundable advance payments against membership
  subscription sales are negotiated on a case-by-case basis. There is no assurance
  that we will be able to obtain these non-refundable advance payments.

Revenues from sales of membership subscriptions currently
  account for in excess of 90% of our revenues.

Data Mining

We have entered into agreements to resell data generated from
  our Worldbid web sites, including compiled postal data, to interested third
  parties. This information includes information volunteered by our Worldbid members
  upon their registration to use our Web sites and postal records of our Worldbid
  members. We earn fees from sales of information according the nature of the
  information that we are able to provide. Higher fees are earned for information
  volunteered by our members that we refer to as opt-in information.
  We earn lower fees for postal record information.

Under the terms of our data information services, we maintain
  full ownership of each database and full editorial control of any messages sent
  by our clients. We believe that data mining is cost-effective means of generating
  revenue as it requires very little resource allocation, and allows us to capture
  income from data collected as part of our ongoing business process.

Revenues from sales of data mining information currently accounts
  for approximately 5% of our revenues.

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Advertising Revenues

We generate revenues from advertising on our Worldbid web
  sites and advertisements on the e-mail trade notifications that we transmit
  from our Worldbid web sites.

We market our advertising on the basis that the category structure
  of our Worldbid web sites allows advertisers to target businesses in the category
  of product, service or industry that the advertiser is attempting to reach.
  An example of category specific advertising would be a company selling products
  related to the chemical industry that would market directly to those users registered
  in a chemical category of our Worldbid web sites. We believe that this ability
  to target businesses enables advertisers to conduct a very focused advertising
  campaign via our web sites. We believe that this ability to target advertising
  campaigns gives us a competitive advantage over competing Internet web sites
  and enables us to charge a higher advertising fee rate.

We are presently selling space for advertisements to be placed
  on the e-mail trade notifications that are transmitted to businesses that are
  using the Worldbid web site. We are targeting advertisers involved in the business
  of trade and international trade and advertising agencies with clients involved
  in the business of trade and international trade. The targeted marketing group
  includes companies such as over-night courier services, insurance agents and
  customs brokers as potential advertisers on the Worldbid web site. We entered
  into our first advertising sales contracts in August 1999.

Advertisements on our Worldbid web sites consist of banner
  advertising and featured advertising. For featured advertisements,
  a company pays us to feature either their company or a selected
  product or service on our Worldbid web sites.

Revenues from sales of advertising currently accounts for
  less than 5% of our revenues. We plan to continue to attempt to generate advertising
  revenues. However, we believe that advertising revenues will continue to be
  a secondary component of our revenues, when compared revenues from membership
  subscription fees, the primary component of our revenues.

Future Revenue Streams

We will continually evaluate alternate revenue streams for
  the Worldbid web sites. As usage of the Worldbid web sites grows, the amount
  of relevant trade information on our web sites increases. We view this information
  of potential value to businesses and we will continually evaluate means to earn
  revenue from this opportunity.

The Internet electronic commerce market is rapidly evolving
  and presenting us with new revenue opportunities. However, this rapid evolution
  could also result in existing revenue streams being reduced or eliminated due
  to technological change and competition.

WORLDBID GLOBAL PAYMENT SERVICES

We have entered into a strategic alliance with Cambridge Mercantile
  Corporation to provide web-based foreign currency exchange and other global
  payment services such as wire transfers and bank drafts to our Worldbid subscribers.
  We will share revenue generated from these services with Cambridge Mercantile
  pursuant to a revenue sharing agreement whereby we will receive a percentage
  of the revenue from each deal for which we provide and leads and marketing.
  Cambridge Mercantile will provide the proprietary software and backroom support
  for these services at no cost to Worldbid.

We have subsequently entered into an arrangement to extend
  these global payment services to the members of The Federation of International
  Trade Associations (FITA). Under the agreement, FITA will market
  our global payment services to its members. We will provide FITA with a percentage
  of the revenue of all transactions that are generated as a result of FITAs
  marketing.

8

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ACQUISITION OF ECEUROPE

We entered into a Memorandum of Agreement dated September
  18, 2002 with City of London Group PLC for the acquisition of certain ECeurope
  assets. Pursuant to this agreement, we issued 2,500,000 shares of our common
  stock and 2,500,000 share purchase warrants in consideration for our acquisition
  of the following assets:

| | (a) | The domain name ECeurope.com and all rights and trademarks
      associated with this domain;
| | --- | -----------------------------------------------------------------------------------------------
| | (b) | The customer list of ECeurope.com, consisting of approximately 130,000
      registered users; 
| | (c) | The ECeurope.com database of over 3 million e-mail addresses; and                              
| | (d) | The ECeurope.com database of trade leads.                                                      

Each share purchase warrant issued entitles City of London
  Group PLC to purchase one share of our common stock at any time prior to September
  12, 2005 on the following basis:

| | (a) | $0.01 per share if exercised prior to September 12, 2003;                                       
| | --- | ------------------------------------------------------------------------------------------------
| | (b) | $0.02 per share if exercised after September 12, 2003 and prior to September
      12, 2004; and
| | (c) | $0.03 per share if exercised after September 12, 2004 and prior to September
      12, 2005.    

We have integrated these assets into our operations. The www.eceurope.com
  website code was abandoned, and is now operated as a standard sub-site of www.worldbid.com,
  using Worldbids proprietary programming. As a result of this acquisition,
  we have been able to increase our existing subscriber base and website traffic,
  with a consequential increase in revenues and exposure for Worldbid. Subsequent
  to this acquisition, we entered into a partnership arrangement with Europages.com
  (managed by Euedit S.A. of Paris, France) to bring the European Business Directory
  to members of the ECeurope.com web site.

As eceurope.com has now been integrated into the Worldbid
  network as another sub-site, we do not track revenue separately from an accounting
  perspective. ECeurope is not operated as a separate business unit.

MARKETING AND SALES STRATEGY

Referral Arrangements

One of the principal elements of our marketing and sales strategy
  is to offload the burden of customer acquisition by entering into strategic
  alliances and referral arrangements with world-class companies who will work
  with us to drive traffic to our web sites. We believe that entering into strategic
  alliances with partners with established business reputations and goodwill will
  enable us to increase our public exposure and enable us to achieve greater traffic
  on our Worldbid web sites. We believe that this marketing strategy will complement
  our efforts to brand and create traffic for our Worldbid web sites through our
  own advertising and marketing campaigns. The strategic alliances and referral
  arrangements will enable us to focus our resources on building our Worldbid
  web sites and increasing traffic, while minimizing the cost burden of new subscriber
  acquisition. The cost to us of this marketing strategy is that our strategic
  alliances are revenue sharing models. Under our strategic alliance arrangements,
  we share the revenue generated by the strategic alliance relationship, rather
  than retaining all revenues for our own purposes.

Our establishment of the Worldbid Network and the sub-site
  strategic alliances that we have entered into for the operation and the marketing
  of Worldbid sub-sites are key components of this marketing strategy. See above
  under The Worldbid Network of Web Sites. In addition, we have recently entered
  into several significant referral arrangements for the Worldbid web sites.

We have recently entered into the following referral arrangements:

|1. | We have entered into a referral agreement with the
        Federation of International Trade Associations (FITA). We have created
        a customized site that includes all of the functionality of Worldbids
        parent site and the colors are styled after FITAs website. This
        site is entitled FITAs Buy Sell Exchange. Under this
        agreement FITA agrees to aggressively market the customized site through
        well placed
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

9

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|   | links on fita.org website, and by featuring the customized
        site in FITAs bi-weekly email newsletter. Worldbid shares subscription
        and advertising revenue that is generated from the customized site. The
        term of this agreement is one year with automatic renewal unless written
        notice is provided by either party.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|2. | We have entered into a referral agreement with Bizprolink
        Corporation. Bizprolink represents its website, www.bizprolink.com, which
        contains private label, industry specific communities. It represents AOLs
        netbusiness center. Under this agreement Bizprolink and Netbusinesss
        industry sites include a call to action statement that links to a site
        that contains sample trade leads from Worldbid. This content is framed
        by the partners site. The user can then continue through the registration
        process which invites them to become a member of Worldbids parent
        site. Worldbid shares revenue on all paid memberships with Bizprolink.
        Bizprolink and netbusiness aggressively market Worldbids content
        through newsletters and special promotions. Worldbid hosts and maintains
        the framed content and Worldbids sales team is in charge of all
        sales and customer service related to the site. The term of this agreement
        is one year with automatic renewal unless written notice is provided by
        either party. This agreement is currently active but is not contributing
        to our revenues.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|3. | Worldbid has entered into an agreement with Coble
        International, who runs a world trade gateway located at www.importexporthelp.com.
        We have created a customized trade lead site with most of the functionality
        of Worldbid and the branding of www.importexporthelp.com. This new site
        is located at imexhelp.worldbid.com. Under this agreement, Coble Interational
        has agreed to market this website to its website users though a pop-under
        ad and high-visibility links throughout its website. Worldbid shares subscription
        revenue that is generated by this website. The term of this agreement
        is one year with automatic renewal unless written notice is provided by
        either party.                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|4. | We entered into a strategic alliance agreement with
        Cambridge Mercantile Corporation, a foreign exchange brokerage in Ontario,
        Canada. Under the agreement Cambridge will provide Worldbid with a co-branded
        global payments services platform that can execute spot and forward currency
        deals, global payments in the form of wire transfers and bank drafts,
        and multi currency accounts. Worldbid has agreed to market these global
        payment services to its new and existing clients. Cambridge has agreed
        to share with Worldbid revenue that is generated via the online platform
        as well as revenue from clients that are referred directly to Cambridge
        from Worldbid.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

Our previous announced referral agreement with Forbes was
  terminated during the year ended April 30, 2003 by us based on our determination
  that this referral arrangement was not generating sufficient revenues to cover
  the associated expenses. The agreement was terminated without penalty.

Our previously announced referral agreement with Microsoft
  has generated minimal revenues to date. We are currently not devoting any resources
  or efforts in expanding or developing further web site traffic from this relationship
  in view of the fact that revenues have been minimal to date.

Application Service Provider Arrangements

We are continuing to pursue application service provider (ASP)
  arrangements in order to market the trade leads that are generated from our
  Worldbid web sites. We are proposing to enter into application service provider
  arrangements based on the number and quality of trade leads available at the
  Worldbid web sites, combined with the functionality of our in-house developed
  trade lead software, which have allowed us to market ourselves as an application
  service provider for trade leads. Using an application service provider model,
  we offer other websites access to our trade leads, allowing the client website
  to present Worldbid's functionality and content within their own website design.
  The model can be customized for each client, so each client may choose what
  functionality and content it wishes. The trade lead portion of the client's
  site is updated and hosted by Worldbid. Under the application service provider
  model, revenue is generated from implementation fees, licensing fees and subscription
  fees, and Worldbid receives a portion of the fees paid by the client's members
  for access to trade leads. Worldbid is currently in discussions with several
  potential application service provider clients, but we have not yet entered
  into any agreements.

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Online Marketing

We determined to suspend on-line marketing activities during
  our fiscal year ended April 30, 2003 as part of our determination to scale back
  marketing efforts in order to reduce our operating costs. We will re-evaluate
  the use of on-line marketing through the use of highly targeted e-mails or banner
  advertisements if we are able to achieve additional financing to purse these
  marketing efforts.

EMPLOYEES

We currently do not have any employees. We have a total of
  five full-time equivalent contract personnel and six part-time contract personnel.
  All staff, including our officers and directors, are retained on a contract
  basis.

Our future performance depends upon the continued contributions
  of members of senior management and other key personnel. Competition for attracting
  and retaining personnel in the industry is intense, and we need to be successful
  in attracting qualified employees in order for our business to succeed in the
  future. If one or more of our key personnel leaves and/or joins or forms a competitor,
  this could have a harmful effect on our business.

TECHNOLOGY

We use a combination of proprietary technology and commercially
  available licensed technology to operate the Worldbid web sites.

Software

We are the owner of proprietary software that has been developed
  by us and is incorporated into the Worldbid web sites. This proprietary software
  includes search engine software, advertising management software and certain
  web site management tools. We continue to develop proprietary software to enhance
  and expand the capabilities of the Worldbid web sites in circumstances where
  commercial third party software does not meet our requirements or is too expensive.
  We believe that the continued development of our own proprietary software is
  essential to the success of our business.

The operation of our computer network servers that host the
  Worldbid web site depends on operating system software, database software, and
  server software that has been developed, produced by and licensed from third
  parties. Software that we acquire from third parties is commercially available
  software, not software developed specifically for us.

Operations

We own the servers that host the Worldbid web sites. Our computer
  network servers are presently located at the facilities of Pacific Coast Net,
  an arms length Internet service provider in Victoria.

Internet Gateway

We do not own a gateway onto the Internet, but instead rely
  on an Internet service provider to connect the Worldbid web site to the Internet.
  We use Internet service providers to provide connectivity to the Internet, Internet
  traffic and data routing services and e-mail services. The Internet service
  provider provides us with a high speed Internet access line to the World Wide
  Web.

Security

We employ a part-time security engineer for our web site operations.
  Our web site is programmed with encryption technology and all of our Worldbid
  servers and workstations are behind firewalls. We have also implemented measures
  to reduce the number of unfriendly web spiders and robots that attempt to enter
  the web sites. These robots can artificially increase the load on a web server
  by a substantial amount, and can also steal data from a web sites database.
  In many web sites, these robots continue undetected; however we

11

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have recognized this potential problem, and we have significantly
  reduced the risk of such attacks through in-house software that is incorporated
  into our web site operations.

INTELLECTUAL PROPERTY AND OTHER PROPRIETARY RIGHTS

Our performance and ability to compete are dependent to a
  significant degree on the continued protection of our proprietary technology.
  We rely upon a combination of trademark, copyright and trade secret laws, as
  well as confidentiality agreements and non-compete agreements executed by employees
  and consultants as measures to establish and protect our proprietary rights.

In connection with the services we provide, our WORLDBID
  trademark has been registered in Canada, approved for registration in the United
  States, and approved for publication (a step in the process of applying for
  registration) in the European Union. Registration of a trademark is not definitive
  of ones right to use the trademark in conjunction with ones services.
  Ones rights would be subject to (i) applicable legislation; and (ii) statutory
  and common law rights which generally confer rights based, among other things,
  on having been the first to use the trademark, the distinctiveness of the trademark,
  and the potential confusion with other trademarks, whether registered or not.

We are the owner of the www.worldbid.com domain
  name. It is possible that our competitors or others will adopt Internet domain
  names or product or service names similar to "Worldbid", which could impede
  our ability to establish recognition and usage of the Worldbid web sites and
  create confusion among users and potential users of the Worldbid web sites.

RESEARCH AND DEVELOPMENT EXPENDITURES

We have not spent any amount on research and development activities
  in the past two fiscal years.

COMPETITION

We currently or potentially compete with a variety of other
  companies involved in facilitating business transactions via the Internet. These
  competitors include: (i) direct competing Internet web sites involved in facilitating
  business to business transactions, including Trueadvantage.com, Tradecompass.com
  and Alibaba.com; (ii) competing Internet web sites focused on specific industries,
  including Petroleumplace.com, Manufacturing.net and Verticalnet.com; (iii) traditional
  business to business competitors that are attempting to expand their existing
  businesses to electronic commerce; and (iv) traditional business to business
  advertising and commerce competitors, including trade magazines and trade associations.
  The presence of existing or future competition may impair our ability to charge
  subscription membership fees and other fees that we may charge for services
  offered via our Worldbid web sites.

Our business plan anticipates that revenue will continue to
  be earned from sales of subscription memberships. We face competition for subscription
  revenue from other trade lead and business-to-business sites, however with the
  downturn in the markets over the past year the number has diminished considerably.
  There is no assurance that Worldbid will be successful in competing with these
  companies. The presence of existing or future competition may impair our ability
  to earn revenue from subscription fees.

We anticipate that competition in the electronic commerce
  market will increase in the future as low barriers to entry characterize electronic
  commerce. Moreover, current and potential competitors may expand the capabilities
  of their web sites to compete directly with our Worldbid web sites. Accordingly,
  it is possible that new competitors or alliances among competitors may emerge
  and attract users and potential users from the Worldbid web sites. In addition,
  potential users may elect to sell their products directly without use of the
  Worldbid web sites.

Increased competition may result in the reduction in potential
  advertising and subscription membership fees, the reduction of usage of the
  Worldbid web sites and our inability to generate business acceptance of the
  Worldbid web sites. Each of these factors would likely result in increased operating
  costs and our inability to generate revenues, any one of which could materially
  adversely affect our business, results of operations and financial condition.
  Many of our current and potential competitors have significantly greater financial,

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marketing, customer support, technical and other resources
  than we do. As a result, such competitors may be able to attract potential users
  away from the Worldbid web sites, and they may be able to respond more quickly
  to changes in customer preferences or to devote greater resources to the development,
  promotion and sale of their web sites than we can.

GOVERNMENT REGULATION

Our experience is that users from multiple state and international
  jurisdictions use the Worldbid web sites. While we currently do not directly
  participate in any transaction completed between businesses using the Worldbid
  web site, we may begin doing so, and we do currently transmit e-mails to users
  across international and state boundaries. There is a risk that these activities
  may be the subject of government regulation in the future or that governments
  will interpret their laws as having jurisdiction over our business. Applicability
  of these laws may mean that we are prohibited from, or have to incur increased
  expense in, carrying out these activities where the users are in certain states
  or countries.

Due to the increasing popularity and use of the Internet,
  it is possible that a number of laws and regulations respecting the Internet
  generally may be adopted or amended, affecting issues such as user privacy,
  pricing, and characteristics and quality of products and services. Similarly,
  the growth and development of the market for Internet commerce may prompt calls
  for more stringent consumer protection laws that may impose additional burdens
  on those companies conducting business over the Internet. The adoption of any
  additional laws or regulations may decrease the growth of commerce over the
  Internet, increase the Companys cost of doing business or otherwise have
  a harmful effect on our business.

We may have to qualify to do business in other jurisdictions.
  As the Worldbid web sites are available over the Internet in multiple states
  and foreign countries, and as the users of our Worldbid web sites are resident
  in such states and foreign countries, such jurisdictions may claim that we are
  required to qualify to do business as a foreign company in each such state and
  foreign country. Failure to qualify as a foreign company in a jurisdiction where
  required to do so could subject us to taxes and penalties.

We are not aware of any environmental laws that are applicable
  to the operation of our business.

RISK FACTORS

An investment in our securities is highly speculative and
  subject to a high degree of risk. Only those persons who can bear the risk of
  the entire loss of their investment should participate. An investor should carefully
  consider the risks described below and the other information in this document
  and any filings we may make with the United States Securities and Exchange Commission
  (the "SEC") in the future before investing in the our common stock. The risks
  described below are not the only ones faced. Additional risks that we are aware
  of or that we currently believe are immaterial may become important factors
  that affect our business. If any of the following risks occur, or if others
  occur, our business, operating results and financial condition could be seriously
  harmed and the investor may lose all of its investment.

If We Do Not Obtain Additional Financing, Our Business Will Fail

Our current revenues are not sufficient to pay for our current
  operating expenses. In addition, our cash reserves are minimal and we have a
  substantial working capital deficit. Accordingly, we will require additional
  financing in order to complete our business plan of operations and satisfy our
  present creditors. We have financed our business operations to date from sales
  of equity securities, secured convertible notes and loans advanced by shareholders,
  including Logan Anderson, our chief executive officer, one of our directors,
  and our major shareholder. There is no assurance that Mr. Anderson will advance
  further funds to us in order to finance our business operations. There is also
  no assurance that we will complete any further sales of our secured convertible
  notes. We have no agreements for additional financing and there can be no assurance
  that additional funding will be available to us on acceptable terms in order
  to enable us to complete our plan of operations. We may not be able to continue
  operations if additional financing is not obtained.

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As We Have Not Established Significant Revenues, Our Business May Fail

We acquired our current business and our worldbid.com web
  site in February 1999 and we did not commence earning revenues until August,
  1999. Our revenues for the years ended April 30, 2002 and April 30, 2003 totaled
  only $342,383 and $341,317 respectively. Accordingly, we have a limited operating
  history upon which to base an evaluation of our business and prospects. Our
  business and prospects must be considered in light of the risks, expenses and
  difficulties frequently encountered by companies in their early stage of development,
  particularly companies in new and rapidly evolving markets such as electronic
  commerce. To address these risks, we must successfully implement our business
  plan and marketing strategies in order for us to earn significant revenues.
  We may not successfully implement all or any of our business strategies or successfully
  address the risks and uncertainties that we encounter. If we do not generate
  additional revenues from our business as planned, then our financial condition
  and operating results will suffer.

If We Do Not Succeed In Selling Subscription Fees To Users Of Our Worldbid Web Sites, Then We May Not Be Able To Achieve Our Projected Revenues And Our Business May Fail

Our business and marketing strategy contemplates that we will
  earn the majority of our revenues from subscription fees sold to registered
  users of our Worldbid web sites. There is no assurance that we will be able
  to generate substantial revenues from subscription fees or that the revenues
  generated will exceed our operating costs. Businesses using our Worldbid web
  sites may not accept paying subscription fees for access to the Worldbid web
  sites and may determine not to use our Worldbid web sites rather than pay a
  subscription fee. Businesses may not be prepared to pay a fee in order to post
  requests for tenders or offers for sales on the Web Site or to receive e-mails
  of requests for tenders. If businesses are not prepared to pay a fee for the
  use of Worldbid web sites, then our business may fail.

If Our Strategic Relationships For Our Worldbid Web Sites Do Not Provide The Benefits We Expect, Then We May Not Realize Significant Revenues From These Relationships

We have entered into strategic relationships for the marketing
  of our Worldbid web sites. These include our referral agreements and our sub-site
  strategic alliance agreements. We anticipate the benefits from the strategic
  relationships will be increased usage of our Worldbid web sites, additional
  exposure of our brand name and subsequent increases in sales of membership subscriptions
  and advertising. We believe that these relationships are critical to our success
  because they offer us the possibility of generating additional revenues for
  each of our revenue streams and increasing our public recognition. However,
  there is no assurance that these strategic relationships will generate further
  revenues. Apart from one of our sub-site alliances, none of these strategic
  relationships guarantee us revenue. We are relying on these strategic relationships
  as a means for marketing of our Worldbid web sites.

If Our Strategic Alliance Agreements For Our Regional And Industry Specific Sub-Sites Do Not Attract New Users To Our Web Sites, Then We Will Not Realize Significant Revenues From These Strategic Alliances

We have entered into strategic alliance agreements with our
  partners for the operation of our regional and industry specific sub-sites.
  We are relying on these partners to market our Worldbid sub-sites and to attract
  business in the particular region or industry that the sub-site is focused on.
  There is no assurance that our partners will be successful in attracting new
  businesses to the Worldbid web sites or creating public recognition of our Worldbid
  web sites in the target market. The failure of our partners to attract new businesses
  and create public recognition in any target market will mean that we may not
  create revenues from the sub-site that exceed our costs of development and operation
  of the sub-site, with the result that our business and financial condition will
  be harmed.

If We Do Not Succeed In Generating Public Recognition Of The Worldbid Web Sites, Then We May Not Be Able To Attract A Sufficient Number of Users to The Worldbid Web Sites In Order For Us To Achieve Profitability

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We believe that the successful marketing, development and promotion
  of the Worldbid web sites are critical to our success in attracting businesses
  and advertisers. Furthermore, we believe that the importance of customer awareness
  will increase as low barriers to entry encourage the proliferation of web sites
  targeting the business to business market. If our marketing and promotion efforts
  are not successful in developing strong public recognition of the Worldbid web
  sites, then we may not be able to achieve revenues and our business may fail.

As Our Operating Results Are Difficult To Predict, An Investment In Our
  Common Stock Is Very Risky

Our future financial results are uncertain due to a number
  of factors, many of which are outside our control. These factors include:

|A. | our ability to increase usage of the Worldbid Web
        Sites;                                                                                                                    
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                     
|B. | our ability to generate revenue through the sale
        of membership subscriptions for the Worldbid Web Sites;                                                                    
|   |                                                                                                                                                                                     
|C. | our ability to sell advertising on the Worldbid web
        sites and the timing, cost and availability of advertising on web sites
        comparable to ours and over other media;
|   |                                                                                                                                                                                     
|D. | The success of our strategic alliances in generating
        revenues for our Worldbid Web Sites; E. The amount and timing of costs
        relating to expansion of our operations;
|   |                                                                                                                                                                                     
|F. | The announcement or introduction of competing web
        sites and products of competitors; and                                                                                    
|   |                                                                                                                                                                                     
|G. | The general economic conditions and economic conditions
        specific to the Internet and electronic commerce.                                                                   
|   |                                                                                                                                                                                     
|H. | With the reduction in staffing levels we no longer
        employ a full time person responsible for security or technical problems
        that may occur on the web sites.        

These factors could negatively impact on our financial results, with the result
  that we may not achieve profitability and our business may fail.

If We Never Generate Operating Profit, Then Our Business Will Fail

As of April 30, 2003, our accumulated deficit was $6,056,003.
  We sustained a $423,826 net loss for the year ended April 30, 2003. We expect
  to incur operating losses for the foreseeable future. We may never generate
  operating profits or, even if we do become profitable from operations at some
  point, we may be unable to sustain that profitability. We will not be able to
  achieve operating profits until we generate substantial revenues from our business
  operations. Our business model is not proven and there is no assurance that
  we will be able to generate the revenues that we plan to from our sales of subscription
  memberships, sales of data information, advertising and other sources. If we
  do not realize significant revenues from our business operations, then our operating
  expenses will continue to exceed our revenues and we will not achieve profitability.

If We Are Unable To Hire And Retain Key Personnel, Then We May Not Be Able To Implement Our Business Plan

We depend on the services of our senior management and key
  technical personnel. In particular, our success depends on the continued efforts
  of our chief operating officer, Mr. Paul Wagorn, and our President and Chief
  executive officer Logan Anderson. The loss of the services of any of these gentlemen
  and the further erosion of staff could have an adverse effect on our business,
  financial condition and results of operations.

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If The Computer Systems That We Depend On For The Operation Of The Worldbid Web Sites Fail, Then We May Lose Revenues

Substantially all of our communications hardware and computer
  hardware is located at a facility in Victoria, British Columbia, Canada owned
  by an arms length Internet service provider. Our systems are vulnerable to damage
  from earthquake, fire, floods, power loss, telecommunications failures, break-ins
  and similar events. Despite our implementation of network security measures,
  our servers are also vulnerable to computer viruses, physical or electronic
  break-ins, deliberate attempts by third parties to exceed the capacity of our
  systems and similar disruptive problems. Our coverage limits on our property
  and business interruption insurance may not be adequate to compensate for all
  losses that may occur. If our computer systems are rendered inoperable by any
  of these factors, then we may not be able to operate our Worldbid web sites
  until the problem with our computer systems is cured. We may lose users and
  potential revenue if we are unable to operate our Worldbid web sites for any
  extended period or if we have successive periods of inoperability.

We May Be Unable To Protect Our Intellectual Property

Our performance and ability to compete are dependent to a
  significant degree on our ability to protect and enforce our intellectual property
  rights, which include the following:

|A. | the proprietary technology that is incorporated into our Worldbid web
      sites;       
|-- | -----------------------------------------------------------------------------------------
|B. | our trade names; and                                                                     
|C. | our Internet domain names, the vast majority of which relate to our Worldbid
      brand.

We may not be able to protect our proprietary rights, and our
  inability or failure to do so could result in loss of competitive and commercial
  advantages that we hold. Additionally, we may choose to litigate to protect
  our intellectual property rights, which could result in a significant cost of
  resources and money. We cannot assure success in any such litigation that we
  might undertake.

If The E-Commerce Market Does Not Continue To Develop And Grow, Then Our
  Business Model May Not Achieve Commercial Acceptance And Our Business May Fail

Business-to-business e-commerce is a new and emerging business
  practice that remains largely untested in the marketplace and depends on the
  increased acceptance and use of the Internet as a medium of commerce. If e-commerce
  does not grow or grows more slowly than expected, we anticipate that fewer businesses
  will be prepared to pay to use our Worldbid web sites. Our long-term success
  depends on widespread market acceptance of e-commerce.

A number of factors could prevent such acceptance, including
  the following:

|A. | buyers and sellers may be unwilling to shift their
        purchasing from traditional forums to online forums;                                               
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------
|B. | the necessary network infrastructure for substantial
        growth in usage of the Internet in international markets may not be adequately
        developed;
|C. | buyers and sellers may be unwilling to use online
        forums due to security and confidentiality concerns;                                                
|D. | increased government regulation or taxation may adversely
        affect the viability of e-commerce;                                                         
|E. | online e-commerce generally lacks the human contact
        that offline transactions offer; and                                                              
|F. | lack of availability of cost-effective, high-speed
        Internet service in international markets.                                                         

The Trading Price Of Our Common Stock May Be Volatile,
  With The Result That An Investor May Not Be Able To Sell Any Shares Acquired
  At A Price Equal To Or Greater Than The Price Paid By The Investor

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Our common shares are traded on the NASD OTC Bulletin Board
  under the symbol "WBID". Companies traded on the OTC Bulletin Board have traditionally
  experienced extreme price and volume fluctuations. Our stock price is at an
  all-time low and there is no assurance that our stock price will recover to
  previous levels. In addition, our stock price may be adversely affected by factors
  that are unrelated or disproportionate to our operating performance. Market
  fluctuations, as well as general economic, political and market conditions such
  as recessions, interest rates or international currency fluctuations may adversely
  affect the market price of our common stock. In addition, the trading volume
  of our shares on the NASD OTC Bulletin Board has been limited to date. As a
  result of this potential volatility and potential lack of a trading market,
  an investor may not be able to sell any of our common stock that they acquire
  that a price equal or greater than the price paid by the investor.

ITEM 2.     Description of Property

Our corporate headquarters are located at Suite 201, 810 Peace
  Portal Drive, Blaine, Washington 98230, where our principal executive functions
  are carried out. We sub-lease approximately 750 square feet for a term expiring
  February 28, 2004.

We do not own any real estate. We believe that Worldbid Canada
  Corporation may have to lease new premises if business operations and corresponding
  revenues increase to a level where we can support the additional expense of
  new premises to our administration and web site operations. Until such time,
  many of our consultants will continue to provide consulting services from their
  homes or personal business premises.

ITEM 3.     Legal Proceedings

We and our operating subsidiary, Worldbid Canada Corporation,
  have been named as defendants in an action commenced by the Bank of Montreal
  in the Supreme Court of British Columbia in June, 2001 against ourselves, Worldbid
  Canada Corporation and Mr. Howard Thomson, our treasurer and chief financial
  officer and one of our directors. The action relates to funds that the Bank
  of Montreal alleges were misappropriated by Ms. Paulette Thomson, the sister
  of Howard Thomson, in her capacity as financial service manager of one of the
  branches of the Bank of Montreal. The Bank of Montreal has claimed for the return
  of any portion of the misappropriated funds that were received by Howard Thomson
  and Worldbid based on a claim of unjust enrichment, or in the alternative, a
  constructive trust. Included in the amount claimed is an amount of $26,000 used
  by Howard Thomson to purchase shares and share purchase warrants of Worldbid
  Corporation on April 17, 2001. We have filed a statement of defence denying
  any liability on the basis that no funds were received by the Company that were
  misappropriated by Ms. Thomson. If we did receive any misappropriated funds,
  these funds were received from Mr. Howard Thomson in consideration for the issuance
  by Worldbid of shares and share purchase warrants without knowledge of any misappropriation
  of funds or other improprieties by Ms. Paulette Thomson. We have denied any
  unjust enrichment or the existence of any constructive trust. We have counterclaimed
  against the Bank of Montreal on the basis that the claims against Worldbid are
  an abuse of process. There have been no material developments in these legal
  proceedings since our fiscal quarter ended July 31, 2001.

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

No matters were submitted to our security holders for a vote
  during the fourth quarter of our fiscal year ending April 30, 2003.

17

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PART II

ITEM 5.     Market for Registrant's Common Equity
  and Related Stockholders Matters

Market Information

Our shares are currently trading on the OTC Bulletin Board
  under the stock symbol WBID. The first day on which the Companys shares
  were traded under the stock symbol WBID was July 6, 2000. The high and the low
  prices for our shares for each quarter of our last two fiscal years of actual
  trading were:

|Fiscal Quarter Ended | High  | Low   
|-------------------- | ----- | ------
|April 30, 2003       | $0.07 | $0.007
|January 31, 2003     | $0.01 | $0.003
|October 31, 2003     | $0.01 | $0.01 
|July 31, 2003        | $0.02 | $0.01 
|April 30, 2002       | $0.03 | $0.012
|January 31, 2002     | $0.06 | $0.06 
|October 31, 2002     | $0.29 | $0.03 
|July 31, 2002        | $0.40 | $0.17 

The source of the high and low bid price information is the
  OTC Bulletin Board. The market quotations provided reflect inter-dealer prices,
  without retail mark-up, markdown or commission and may not represent actual
  transactions.

Holders of Common Stock

As of the date of July 29, 2003, there were 115 registered shareholders of
  our common stock.

Dividends

There are no restrictions in our Articles of Incorporation
  or bylaws that restrict us from declaring dividends. The Nevada Revised Statutes,
  however, prohibit us from declaring dividends where, after giving effect to
  the distribution of the dividend:

| | (A) | we would not be able to pay our debts as they become due
      in the usual course of business; or                                                                                                                                                 
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                    
| | (B) | our total assets would be less than
        the sum of our total liabilities, plus the amount that would be needed
        to satisfy the rights of shareholders who have preferential rights superior
        to those receiving the distribution.

We have neither declared nor paid any cash dividends on our
  capital stock and do not anticipate paying cash dividends in the foreseeable
  future. Our current policy is to retain any earnings in order to finance the
  expansion of our operations. Our board of directors will determine future declaration
  and payment of dividends, if any, in light of the then-current conditions they
  deem relevant and in accordance with the Nevada Revised Statutes.

Recent Sales of Unregistered Securities

We completed the following sales of securities without registration
  pursuant to the Securities Act of 1933 (the Act) during the fiscal
  year ended April 30, 2003 that have not been reported on our previous Quarterly
  Reports on Form 10-QSB during the fiscal year:

|1. | We issued 11,900,000 shares of our common stock to
        Mr. Howard Thomson, our chief financial officer upon conversion of convertible
        notes in the principal amount of $119,000 held by Mr. Thomson. The notes
        were converted at a price of $0.01 per share, being 50% of the average
        market price of our common stock prior to conversion in accordance with
        the terms of the convertible notes.
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

18

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|   | The shares were issued to Mr. Thomson in accordance
        with Section 4(2) of the Act. All share certificates were endorsed with
        a restrictive legend confirming that the securities had been issued pursuant
        to an exemption from registration under the Act, were restricted
        securities under the Act and could not be resold without registration
        under the Act or an applicable exemption from the registration requirements
        of the Act.                                                                                                                                                                                                                                                                                                                                                                                                                                        
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|2. | We issued 37,200,000 shares of our common stock to
        Mr. Logan Anderson, our chief executive officer upon conversion of convertible
        notes in the principal amount of $372,000 held by Mr. Anderson. The notes
        were converted at a price of $0.01 per share, being 50% of the average
        market price of our common stock prior to conversion in accordance with
        the terms of the convertible notes. The shares were issued to Mr. Anderson
        in accordance with Section 4(2) of the Act. All share certificates were
        endorsed with a restrictive legend confirming that the securities had
        been issued pursuant to an exemption from registration under the Act,
        were restricted securities under the Act and could not be
        resold without registration under the Act or an applicable exemption from
        the registration requirements of the Act.

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

We currently earn revenue from the following sources:

| | 1. | sales of membership subscriptions to businesses using our
      Worldbid web site;                                                                                   
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 2. | up-front fees for partnership arrangements where we are paid
      for our web site development services;                                                            
| | 3. | sales of advertising placed on our Worldbid
        web sites and on e-mail trade notifications that are transmitted via the
        Worldbid web site to businesses.

We began generating advertising revenues in August 1999. We
  began to charge membership subscription fees for our Worldbid web sites in April
  2001. We have repositioned our revenue model to a revenue model based primarily
  on charging fees to businesses for membership subscriptions to our Worldbid
  web sites from one that earns revenues from advertising on e-mail notifications.
  As we have undertaken this repositioning strategy, our revenues from advertising
  have become a smaller proportion of overall revenues. We have undertaken this
  repositioning strategy based on our belief that our Worldbid web sites now offer
  sufficient value to businesses to justify charging a fee to businesses that
  choose to become members of our Worldbid web sites. However, there is no assurance
  that our fee-based subscription revenue model will be commercially successful.

Our operating expenses continue to exceed our revenues. Accordingly,
  our ability to continue our business operations is subject to our achieving
  additional financing. See the discussion below under Liquidity and Financial
  Condition. In order to address our shortage of cash and working capital, we
  took the following measures during our previous fiscal year ended April 30,
  2002 in order to reduce our operating costs:

|1. | We have reduced our staffing level to the minimum
        number required to continue to support our business operations. We now
        have a total of six full-time equivalent consultants and five part-time
        consultants.
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2. | We have reduced travel, marketing and selling expenses
        in order to focus our cash reserves on basic business operations.                                                                                                     
|3. | We have given up our operations office in Victoria,
        British Columbia in order to reduce our lease expense.                                                                                                                   

These measures have served to reduce our operating costs and
  our cash requirements. However, these measures may also impact on our ability
  to continue to achieve additional revenues from the expansion of our web site
  operations.

19

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RESULTS OF OPERATIONS

2003 COMPARED TO 2002

Revenues

We had revenues of $341,317 for the year ended April 30, 2003,
  compared to $342,383 for the year ended April 30, 2002, representing a decrease
  of $1,066 or 0.003%. Our revenues from sales of membership subscriptions to
  our Worldbid web sites and partnership fees for the year ended April 30, 2003
  increased to $292,774, representing 86% of our total revenues, compared to $226,273
  for the year ended April 30, 2002, representing 66% of revenues. Revenues in
  connection with partnership arrangements are equal to approximately 4.5% of
  total revenues and are comprised primarily of up-front fees paid by our partners
  for web site development services, with the balance being comprised of our proportionate
  share of web site membership subscription sales through the partnership arrangement.
  Our revenues from advertising sales increased to $32,978 for the year ended
  April 30, 2003 from $4,506 for the year ended April 30, 2002. The increase in
  our revenues was in part attributable to our acquisition of the ECeurope.com
  web site and related business in our second quarter of 2003.

Our revenues from membership subscriptions and partnership
  fees reflect our decision to pursue revenues from subscriptions to our Worldbid
  web sites as our primary source of revenue. See Overview above. We anticipate
  that revenue from membership subscriptions will continue to increase if we are
  successful in attracting new users to the Worldbid web sites who are prepared
  to pay a subscription fee and in convincing current users of the Worldbid web
  sites to become paying subscribers. We anticipate that revenue from advertisements
  may increase during our current fiscal year, however we believe that these revenues
  will constitute less than 20% of our revenues notwithstanding any overall increase.
  Revenues from our Worldbid global payment services and data mining services
  were minimal during 2003.

Our revenues derived from partnership arrangements decreased
  in 2003 compared to 2002. Revenues from sales of membership subscriptions to
  our Worldbid web sites have increased in 2003 compared to 2002. The increase
  in revenues from sales of membership subscriptions to our Worldbid web sites
  has exceeded the decline in revenues derived from partnership arrangements,
  with the result that our revenues increased for the year ended April 30, 2003.

Operating Expenses

Our operating expenses were $765,143 for the year ended April
  30, 2003, compared to operating expenses of $1,639,626 for the year ended April
  30, 2002, representing a decrease of $874,483 or 53%. The decrease in our operating
  expenses reflects our decision to reduce our overall business infrastructure
  and to scale back our selling and marketing expenses in the year ended April
  30, 2002 due to limited working capital. See Overview above. We have continued
  to maintain our reduced operating expenses in 2003 due to a lack of financing
  to expand our operations.

Our selling, general and administrative expenses decreased
  to $478,515 for the year ended April 30, 2003, compared to $1,264,375 for the
  year ended April 30, 2002, representing a decrease of $785,860 or 62%. This
  decrease was primarily the result of our decision to scale back our selling
  and marketing expenses due to limited working capital in the year ended April
  30, 2002. We continued with our reduced selling and marketing expenses throughout
  2003. We expect that our selling, general and administration expenses may increase
  substantially if we are able to achieve the necessary financing to enable us
  to implement our expansion strategy in accordance with our business plan. We
  anticipate our operating expenses will decrease if we are not able to raise
  sufficient financing to enable us to maintain our operations and we are forced
  to further reduce our business operations to reflect our lack of adequate working
  capital.

Our general and administrative expenses decreased to $420,578
  for the year ended April 30, 2003, compared to $1,021,991 for the year ended
  April 30, 2002, representing a decrease of $601,413 or 59%. The decrease in
  our general and administrative expenses was primarily the result of measures
  taken to reduce our overhead expenses during the year ended April 30, 2002.
  These measures included a substantial reduction in both staff and facilities
  and were continued throughout 2003.

20

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During the year ended April 30, 2003, we incurred minimal
  selling expenses in the amount of $57,937, compared to $242,384 for the year
  ended April 30, 2002, representing a decrease of $184,447 or 76%. Our minimal
  selling expenses reflects our decision to reduce our selling expenses based
  on the fact that we did not have sufficient working capital to finance our plans
  for the selling and marketing of our Worldbid web sites and our services while
  maintaining our web site operations. We expect selling expenses to increase
  if we are able to achieve additional financing as we plan to increase selling
  and marketing expenditures to develop and promote our regional and vertical
  partner sites, and we plan to implement marketing programs to promote Worldbid
  and our subscription fee based services.

Our interest expense increased to $137,542 for the year ended
  April 30, 2003, compared to $64,148 for the year ended April 30, 2002, representing
  an increase of $73,394 or 114%. The interest expense was incurred pursuant to
  loans that have been advanced to enable us to maintain our business operations
  and pursuant to convertible notes that we have issued as payment of accrued
  liabilities. The increase to our interest expense was primarily attributable
  to interest payable on our outstanding convertible notes and is reflective of
  the conversion of substantial indebtedness into convertible notes during the
  latter half of fiscal 2002 and during 2003. We anticipate that our interest
  expense will decline substantially due to recent conversions of our convertible
  notes.

Net Loss

We recorded a loss of $423,826 for the year ended April 30,
  2003, compared to a loss of $1,297,243 for the year ended April 30, 2002. The
  decrease in our loss in the amount of $873,417 reflects the fact that we have
  been able to maintain revenues notwithstanding substantial reductions to our
  operations and corresponding selling, general and administrative expenses.

If we are able to achieve the required financing, we anticipate
  that our operating expenses will increase as we carry out our business strategy
  and plan of operations due to the following factors:

|1. | we plan a substantial marketing and sales program
        once we achieve increased financing in order to increase our paid registered
        user base and to develop and promote our regional and vertical partner
        sites;
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                     
|2. | we anticipate incurring increased expenses associated
        with anticipated increased usage of the Worldbid web sites and expansion
        of our business;                                                                     
|   |                                                                                                                                                                                                                                     
|3. | we anticipate incurring increased expenses associated
        with developing programs and software systems required to handle a larger
        membership base; and                                                                
|   |                                                                                                                                                                                                                                     
|4. | we anticipate incurring additional expenses associated
        with completing and managing our plan of operation and expansion efforts.                                                                                            

We will not be able to proceed with these plans if we do not
  achieve the required financing. If we are able to proceed with these plans but
  the increased operating expenses incurred do not result in us achieving increased
  revenues, then our losses will increase.

LIQUIDITY AND CAPITAL RESOURCES

We had cash on hand of $41,834 as at April 30, 2003, compared
  to cash on hand of $20,049 as at April 30, 2002. We had a working capital deficit
  of $393,990 as at April 30, 2003, compared to a working capital deficit of $932,701
  at April 30, 2002.

We were able to achieve a substantial reduction to our working
  capital deficit during the year ended April 30, 2003 by the issuance of our
  15% guaranteed convertible notes and Series X Share Purchase Warrants to our
  creditors in conversion of an aggregate of $791,500 in indebtedness. As a result
  of this conversion of indebtedness into convertible notes, our current liabilities
  decreased to $463,418 as of April 30, 2003 from $974,059 as of April 30, 2002,
  representing a decrease of $510,641. This issuance of convertible notes

21

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enabled us to reduce our accounts payable and accrued liabilities
  to $438,418 as of April 30, 2003 compared to $567,159 as of April 30, 2002 and
  to reduce our shareholders loans to $25,000 as of April 30, 2003 compared to
  $381,900 as of April 30, 2002. We issued 15% guaranteed convertible notes in
  the principal amount of $216,000 and 4,320,000 Series X Share Purchase Warrants
  to Mr. Logan Anderson, our chief financial officer, as payment to Mr. Anderson
  of accrued but unpaid consultant fees and related expenses in the amount of
  $216,000. We issued additional 15% guaranteed convertible notes in the principal
  amount of $81,000 and 1,620,000 Series X Share Purchase Warrants to Mr. Anderson
  as re-payment to Mr. Anderson of shareholders loans advanced by Mr. Anderson
  to us in the amount of $81,000. We issued 15% guaranteed convertible notes in
  the principal amount of $119,000 and 2,380,000 Series X Share Purchase Warrants
  to Mr. Howard Thomson, our chief financial officer, as payment to Mr. Thomson
  of accrued but unpaid consultant fees. We did not complete any sales of our
  15% guaranteed convertible notes and Series X Share Purchase Warrants during
  the three months ended April 30, 2003.

We have historically been dependent on sales of our equity
  securities, secured convertible notes and loans from certain of our shareholders
  to finance our business operations. We did not achieve any sales of our common
  stock or other equity securities for cash proceeds during the year ended April
  30, 2003. There is no assurance that we will be able to complete further sales
  of our equity securities, secured convertible notes or obtain further loans
  in order to finance our business operations.

We have also financed our business operations using loans
  advanced by Logan Anderson, our chief executive officer and one of our directors,
  and by one of our former principal shareholders. The total amount of shareholders
  loans payable by us to Mr. Anderson and the shareholder was $381,900 as of April
  30, 2002. These loans were retired during the three months ended October, 2002
  through the issuance our 15% guaranteed convertible notes and Series X Share
  Purchase Warrants. Mr. Anderson advanced an additional $25,000 to us in our
  fourth quarter of 2003 as an unsecured shareholders loan. This shareholder loan
  was outstanding in the amount of $25,000 as of April 30, 2003. There is no assurance
  that either Mr. Anderson or any other shareholder will advance further funds
  to us in order to finance our business operations.

Our monthly selling, general and administrative expenses are
  approximately $40,000 to $50,000 per month. Our current revenues are approximately
  $25,000 to $30,000 per month. Accordingly, we are still dependent on additional
  financing to maintain our business operations. We will continue to attempt to
  maintain our reduced level of operating costs while maintaining revenues in
  order to reduce our financing requirements. We will require additional financing
  in order to repay our outstanding liabilities, as reflected in our working capital
  deficit. Failure to repay our creditors or make satisfactory arrangements to
  repay our creditors may impact our ability to continue operations. Our interest
  expense has increased to approximately $15,000 per month and is primarily attributable
  to interest accruing on our 15% guaranteed convertible notes. We anticipate
  that we will pay this interest expense by issuing additional shares of our common
  stock at a discount to market in accordance with the terms of the convertible
  notes. We anticipate that our interest expense will decline substantially due
  to recent conversions of our convertible notes.

We are presently pursuing additional financing and we anticipate
  that any additional financing would be through sales of secured convertible
  notes and share purchase warrants, as discussed below, sales of our common stock
  or through loans from our shareholders. However, we do not have any commitments
  in place for the sale of any of our securities and there is no assurance that
  we will be able to raise the additional capital that we require to continue
  operations. As we have been unable to raise financing to maintain our prior
  level of operations, we have scaled back our business operations. See Overview
  above.

Settlement of Amount Owed to KPMG

Our accounts payable and accrued liabilities includes an amount
  of $174,134 in respect of amounts payable by us to KPMG, our former auditor,
  in connection with services previously provided by KPMG. We had contested the
  amount of owing to KPMG and had attempted to negotiate a fee reduction with
  KPMG. We were unable to negotiate a satisfactory payment arrangement and KPMG
  commenced an action against us in the British Columbia Supreme Court in respect
  of unpaid fees and accrued interest. Mr. Logan Anderson, our chief executive
  officer, negotiated a settlement with KPMG whereby he acquired the debt owed
  by us to KPMG. We have entered into a settlement agreement with Mr. Anderson
  as the owner of the debt whereby we have agreed to issue our 15% guaranteed
  convertible notes in the principal amount of $185,000, being

22

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$174,134 plus accrued interest, to Mr. Anderson, together
  with an aggregate of 3,700,000 Series X Share Purchase Warrants.

Credit Card Facility

In April 2003, the provider of our former internet credit
  card facility terminated its relationship with us. In connection with this termination,
  one of our bank accounts was frozen by the credit card company to secure future
  charge-backs. There was a balance of approximately $28,000 in the bank account
  on the date of imposition of the restriction. Subsequent to April 30, 2003 charge-backs
  of approximately $9,400 were received by us. The bank has not yet released funds
  from our bank account to reimburse the credit card company for the amount of
  these charge-backs. As at April 30, 2003, we accrued a liability for those charge-backs.
  We are negotiating with the credit card company for a release of the balance
  of the funds. Another credit card facility has been arranged by us as a result
  of the termination of the former credit card facility. We have paid a security
  deposit of $20,000 in respect of this new facility. Credit card charge-backs
  represent amounts that are billed by and paid by credit card where the owner
  of the credit card claims that the credit card was used without their authorization.
  In the event of a credit card charge-back, we are required to reimburse the
  funds advanced to us by the credit card company.

15% Guaranteed Convertible Notes

During the second quarter of our fiscal year ended April 30,
  2002, our board of directors approved an offering of secured convertible notes
  and share purchase warrants in order enable us to raise the funds required for
  us to sustain our business operations. The offering consists of the offering
  of up to 1,500 units. Each unit consists of one $1,000 15% guaranteed convertible
  note and 20,000 Series X share purchase warrants (the Series X Share Purchase
  Warrants). The offering is being made pursuant to Regulation S of the
  Securities Act of 1933. The convertible notes will be due on September 30, 2004
  and will bear interest at 15% per annum payable annually. The notes are guaranteed
  by Worldbids wholly-owned subsidiary Worldbid Canada Corporation (the
  Subsidiary) which guarantee will be secured by a general security
  agreement charging present and future acquired assets of the Subsidiary. The
  notes will be convertible into shares of Worldbids common stock, at the
  option of the holder, on the basis of the lesser of 50% of the average market
  price of Worldbids shares for the 10 day period preceding conversion or
  $0.05 per share. Worldbid may at its option elect to issue common shares in
  satisfaction of its interest obligations on the basis of 75% of the average
  market price of Worldbids shares for the 10 day period preceding the interest
  payment date. Each Series X Share Purchase Warrant will entitle the holder to
  purchase one common share of Worldbids common stock on the following basis:

|a. | $0.05 per share if exercised prior to September 30, 2002;                                       
|-- | ------------------------------------------------------------------------------------------------
|b. | $0.10 per share if exercised after September 30, 2002 and prior to September
      30, 2003; and
|c. | $0.15 per share if exercised after September 30, 2003 and prior to September
      30, 2004.    

We completed sales of $791,500 of our 15% guaranteed convertible
  notes and Series X Share Purchase Warrants during the year ended April 30, 2003.
  These convertible notes were issued to our creditors in consideration of the
  conversion of indebtedness owed by us in the principal amount of $791,500. We
  are continuing this offering but there is no assurance that we will complete
  any additional sales of the convertible notes. We have now issued an aggregate
  of 1,056.5 of our 15% guaranteed convertible notes representing aggregate indebtedness
  under the convertible notes of $1,056,500. Of these convertible notes, a total
  representing aggregate indebtedness of $545,000 have been converted into 59,900,000
  shares of our common stock to date. Accordingly, the principal amount of our
  15% guaranteed convertible notes outstanding as of April 30, 2003 was $511,500.
  In addition, we have issued an aggregate of 21,130,000 Series X Share Purchase
  Warrants, none of which have been exercised to date. The remaining 15% guaranteed
  convertible notes are currently convertible into approximately 20,460,000 shares
  of our common stock, based on our the trading price of our common stock of $0.05
  per share as of July 30, 2003. This number of shares plus the number of our
  currently outstanding shares of common stock is in excess of our current authorised
  capital. We have covenanted in the terms of the convertible notes to take any
  required corporate action as may be necessary to increase the number of our
  authorised but unissued shares to such

23

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number of shares that will be sufficient to enable conversion
  of all the outstanding convertible notes. This corporate action would require
  an amendment to our articles of incorporation. We are required to seek shareholder
  approval of the amendment to our articles of incorporation to complete the increase
  to our authorised capital. We have not proceeded with this increase to our authorized
  capital due to the cost of obtaining shareholder approval and our limited financial
  resources.

CRITICAL ACCOUNTING POLICIES

Revenue Recognition

We earn revenue by selling subscriptions to our service, advertising
  on email communications to businesses using the Worldbid Corporation website
  services, direct advertising by businesses on our website and from data sales
  to consumer oriented companies. Revenue is recognized once the service or product
  is delivered.

Stock Based Compensation

We account for stock based employee and director compensation
  arrangements in accordance with provisions of Accounting Principles Board (APB)
  Opinion No. 25  Accounting for Stock Issued to Employees,
  and related interpretations, and complies with the disclosure provisions of
  SFAS No. 123  Accounting for Stock Based Compensation. Under
  APB No. 25, compensation expense is based on the difference, if any, on the
  date the number of shares receivable is determined, between the estimated fair
  value of our stock and the exercise price of options to purchase that stock.
  Stock based compensation arrangements for others are recorded at their fair
  value as the services are provided and the compensation earned.

24

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ITEM 7.     Financial Statements

Included with this Annual Report on Form 10-KSB are our audited financial
  statements for the years ended April 30, 2003 and 2002, including the following:

|1. | Independent Auditors Report of Morgan &
        Company dated July 2, 2003;                                   
|-- | ---------------------------------------------------------------------------------------------------------------
|2. | Consolidated Balance Sheets as at April 30, 2003
        and 2002.                                             
|3. | Consolidated Statements of Operations for the years
        ended April 30, 2003 and 2002.                     
|4. | Consolidated Statements of Changes of Shareholders
        Equity for the years ended April 30, 2003 and 2002.
|5. | Consolidated Statements of Cash Flows for the years
        ended April 30, 2003 and 2002.                     
|6. | Notes to the Consolidated Financial Statements.                                                                

ITEM 8.    Changes in and Disagreements with Accountants
  on Accounting and FinancialDisclosure

Disclosure regarding our change of independent accountant
  from KPMG LLP to Morgan & Company, Chartered Accountants effective December
  17, 2001 has been previously reported on our Current Report on Form 8-K filed
  with the Securities and Exchange Commission on December 24, 2001 and our Annual
  Report on Form 10-KSB for the year ended April 30, 2002 filed with the SEC on
  August 13, 2002.

25

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WORLDBID CORPORATION

CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2003 AND 2002 (Stated in U.S. Dollars)





F-1

---





INDEPENDENT AUDITORS' REPORT

To the Stockholders and the Board of Directors of
  Worldbid Corporation

We have audited the accompanying consolidated balance sheets
  of Worldbid Corporation as at April 30, 2003 and 2002, and the related consolidated
  statements of operations, comprehensive loss, cash flows, and stockholders
  deficit for the two years period ended April 30, 2003 and 2002. These consolidated
  financial statements are the responsibility of the Company's management. Our
  responsibility is to express an opinion on these consolidated financial statements
  based on our audits.

We conducted our audits in accordance with generally accepted
  auditing standards in the United States of America. Those standards require
  that we plan and perform an audit to obtain reasonable assurance whether the
  consolidated financial statements are free of material misstatement. An audit
  includes examining, on a test basis, evidence supporting the amounts and disclosures
  in the consolidated financial statements. An audit also includes assessing the
  accounting principles used and significant estimates made by management, as
  well as evaluating the overall financial statement presentation. We believe
  that our audit provides a reasonable basis for our opinion.

In our opinion, these consolidated financial statements present
  fairly, in all material respects, the financial position of the Company as at
  April 30, 2003 and 2002, and the results of its operations and cash flows for
  the two years period ended April 30, 2003 and 2002, in accordance with generally
  accepted accounting principles in the United States.

The accompanying financial statements have been prepared assuming
  that the Company will continue as a going concern. As discussed in Note 1(b)
  to the financial statements, the Company has suffered net losses and negative
  cash flows from operations since its inception that raise substantial doubt
  about its ability to continue as a going concern. Management plans as to this
  matter are discussed in Note 1(b). The financial statements do not include any
  adjustments that might result from the outcome of this uncertainty.



|Vancouver, Canada |  | Morgan & Company   
|----------------- |  | ---------------------
|                  |  |                      
|July 2, 2003      |  | Chartered Accountants



|Tel: (604) 687-5841 |                                     | P.O. Box 10007 Pacific Centre
|------------------- | ----------------------------------- | -----------------------------
|fax: (604) 687-0075 | Sute 1488 - 700 West Georgia Street
|www.morgan-cas.com  | Vancouver, B.C. V7Y 1A1            

F-2

---

WORLDBID CORPORATIONCONSOLIDATED BALANCE SHEETS (Stated in U.S. Dollars)

|                                                             |   |            |   |   |            |  
|------------------------------------------------------------ | - | ---------- | - | - | ---------- | -
|                                                             |   | APRIL 30   |  
|                                                             |   | 2003       |   |   | 2002       |  
|                                                             |   |            |   |   |            |  
|                                                             |   |            |   |   |            |  
|ASSETS                                                       |   |            |   |   |            |  
|Current                                                      |   |            |   |   |            |  
|Cash and cash equivalents (Note
      2)                     | $ | 41,834     |   | $ | 20,049     |  
|Trade accounts
      receivable, less allowance for doubtful |   |            |   |   |            |  
|accounts of
      $Nil (2002 - $Nil)                         |   | 20,887     |   |   | 2,300      |  
|Receivables,
      other                                     |   | 6,707      |   |   | 16,170     |  
|Prepaid expenses                                             |   | -          |   |   | 2,839      |  
|                                                             |   |            |   |   |            |  
|                                                             |   | 69,428     |   |   | 41,358     |  
|Security Deposits                                            |   | 28,372     |   |   | 10,000     |  
|Equipment(Note 3)                                            |   | 36,262     |   |   | 68,043     |  
|Intangible Assets(Note 4)                                    |   | 40,481     |   |   | 103,818    |  
|                                                             |   |            |   |   |            |  
|                                                             |   |            |   |   |            |  
|                                                             | $ | 174,543    |   | $ | 223,219    |  
|                                                             |   |            |   |   |            |  
|                                                             |   |            |   |   |            |  
|LIABILITIES                                                  |   |            |   |   |            |  
|Current                                                      |   |            |   |   |            |  
|Note payable (Note 6)                                        | $ | -          |   | $ | 25,000     |  
|Accounts payable
      and accrued liabilities               |   | 438,418    |   |   | 567,159    |  
|Shareholder loans (Note 7)                                   |   | 25,000     |   |   | 381,900    |  
|                                                             |   |            |   |   |            |  
|                                                             |   | 463,418    |   |   | 974,059    |  
|                                                             |   |            |   |   |            |  
|                                                             |   |            |   |   |            |  
|Convertible Notes(Note 8)                                    |   | 511,500    |   |   | 265,000    |  
|                                                             |   |            |   |   |            |  
|                                                             |   |            |   |   |            |  
|STOCKHOLDERS DEFICIENCY                                     |   |            |   |   |            |  
|                                                             |   |            |   |   |            |  
|Capital Stock(Notes 9 and 10)                                |   |            |   |   |            |  
|Authorized:                                                  |   |            |   |   |            |  
|100,000,000
      common shares, par value $0.001            |   |            |   |   |            |  
|1,000,000
      preference shares, par value $0.0001         |   |            |   |   |            |  
|Issued:                                                      |   |            |   |   |            |  
|94,081,441
      (2002  24,155,955) common shares           |   | 94,081     |   |   | 24,156     |  
|                                                             |   |            |   |   |            |  
|Additional Paid-In Capital                                   |   | 5,144,748  |   |   | 4,562,718  |  
|Contributed Surplus                                          |   | 38,200     |   |   | 38,200     |  
|Deficit                                                      |   | (6,056,003 | ) |   | (5,632,177 | )
|Accumulated Other Comprehensive Loss                         |   | (21,401    | ) |   | (8,737     | )
|                                                             |   |            |   |   |            |  
|                                                             |   | (800,375   | ) |   | (1,015,840 | )
|                                                             |   |            |   |   |            |  
|                                                             |   |            |   |   |            |  
|                                                             | $ | 174,543    |   | $ | 223,219    |  
|                                                             |   |            |   |   |            |  

Commitments And Contingencies (Note 11)

See accompanying notes to the consolidated financial statements
  F-3

---

WORLDBID CORPORATIONCONSOLIDATED STATEMENTS OF OPERATIONS(Stated in U.S. Dollars)

|                                                             |   |                      |   |   |            |  
|------------------------------------------------------------ | - | -------------------- | - | - | ---------- | -
|                                                             |   | YEARS ENDED APRIL 30 |  
|                                                             |   | 2003                 |   |   | 2002       |  
|                                                             |   |                      |   |   |            |  
|                                                             |   |                      |   |   |            |  
|Revenues                                                     | $ | 341,317              |   | $ | 342,383    |  
|                                                             |   |                      |   |   |            |  
|Expenses                                                     |   |                      |   |   |            |  
|Selling, general and administrative
      expenses (Note 13) |   | 478,515              |   |   | 1,264,375  |  
|Interest expense                                             |   | 137,542              |   |   | 64,148     |  
|Depreciation and amortization                                |   | 54,870               |   |   | 248,162    |  
|Loss on disposal of fixed assets                             |   | -                    |   |   | 62,941     |  
|Goodwill impairment                                          |   | 94,216               |   |   | -          |  
|                                                             |   |                      |   |   |            |  
|                                                             |   | 765,143              |   |   | 1,639,626  |  
|                                                             |   |                      |   |   |            |  
|                                                             |   |                      |   |   |            |  
|Net Loss                                                     | $ | (423,826             | ) | $ | (1,297,243 | )
|                                                             |   |                      |   |   |            |  
|                                                             |   |                      |   |   |            |  
|Loss Per Share, basic and diluted                            | $ | (0.01                | ) | $ | (0.05      | )
|                                                             |   |                      |   |   |            |  
|                                                             |   |                      |   |   |            |  
|Weighted Average Number Of Common Shares                     |   |                      |   |   |            |  
|Outstanding, basic and diluted                               |   | 36,459,488           |   |   | 24,034,422 |  
|                                                             |   |                      |   |   |            |  

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS(Stated in U.S. Dollars)

|                                        |   |                      |   |   |            |  
|--------------------------------------- | - | -------------------- | - | - | ---------- | -
|                                        |   | YEARS ENDED APRIL 30 |  
|                                        |   | 2003                 |   |   | 2002       |  
|                                        |   |                      |   |   |            |  
|                                        |   |                      |   |   |            |  
|Net Loss                                |   | (423,826             | ) |   | (1,297,243 | )
|                                        |   |                      |   |   |            |  
|Comprehensive Income (Loss)             |   |                      |   |   |            |  
|Foreign currency translation adjustment |   | (12,664              | ) |   | 26,067     |  
|                                        |   |                      |   |   |            |  
|                                        |   |                      |   |   |            |  
|Comprehensive Loss                      | $ | (436,490             | ) | $ | (1,271,176 | )
|                                        |   |                      |   |   |            |  

See accompanying notes to the consolidated financial statements
  F-4

---

WORLDBID CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (Stated in U.S. Dollars)

|                                                     |   |                      |   |   |            |  
|---------------------------------------------------- | - | -------------------- | - | - | ---------- | -
|                                                     |   | YEARS ENDED APRIL 30 |  
|                                                     |   | 2003                 |   |   | 2002       |  
|                                                     |   |                      |   |   |            |  
|                                                     |   |                      |   |   |            |  
|Cash Flows From Operating Activities                 |   |                      |   |   |            |  
|Net loss                                             | $ | (423,826             | ) | $ | (1,297,243 | )
|Items not involving cash:                            |   |                      |   |   |            |  
|Amortization and depreciation                        |   | 54,870               |   |   | 248,162    |  
|Services received
      in exchange for equity       |   | -                    |   |   | 4,000      |  
|Services paid for by asset transfer                  |   | -                    |   |   | -          |  
|Loss on disposition
      of fixed assets            |   | -                    |   |   | 62,941     |  
|Goodwill impairment                                  |   | 94,216               |   |   | -          |  
|                                                     |   |                      |   |   |            |  
|                                                     |   | (274,740             | ) |   | (982,140   | )
|Change in non-cash working capital items:            |   |                      |   |   |            |  
|Accounts receivable                                  |   | (18,587              | ) |   | 12,368     |  
|Receivables, other                                   |   | 1,091                |   |   | 25,208     |  
|Prepaid expenses                                     |   | 2,839                |   |   | 9,077      |  
|Accounts payable and accrued expenses                |   | 312,300              |   |   | 906        |  
|                                                     |   |                      |   |   |            |  
|                                                     |   | 22,903               |   |   | (934,581   | )
|                                                     |   |                      |   |   |            |  
|                                                     |   |                      |   |   |            |  
|Cash Flows From Investing Activities                 |   |                      |   |   |            |  
|Proceeds from capital assets disposition             |   | -                    |   |   | 21,749     |  
|Capital expenditures                                 |   | (3,454               | ) |   | (12,280    | )
|Security deposits                                    |   | (10,000              | ) |   | -          |  
|                                                     |   |                      |   |   |            |  
|                                                     |   | (13,454              | ) |   | 9,469      |  
|                                                     |   |                      |   |   |            |  
|                                                     |   |                      |   |   |            |  
|Cash Flows From Financing Activities                 |   |                      |   |   |            |  
|Proceeds from issuance of notes payable              |   | -                    |   |   | 25,000     |  
|Notes payable repayment                              |   | -                    |   |   | (100,000   | )
|Proceeds from shareholder loans, net                 |   | 25,000               |   |   | 158,450    |  
|Proceeds from issuance of common stock               |   | -                    |   |   | 525,427    |  
|Proceeds from issuance of convertible notes          |   | -                    |   |   | 265,000    |  
|                                                     |   |                      |   |   |            |  
|                                                     |   | 25,000               |   |   | 873,877    |  
|                                                     |   |                      |   |   |            |  
|                                                     |   |                      |   |   |            |  
|Effect Of Exchange Rate Changes On Cash              |   | (12,664              | ) |   | 26,067     |  
|                                                     |   |                      |   |   |            |  
|                                                     |   |                      |   |   |            |  
|Net Increase (Decrease) In Cash And Cash Equivalents |   | 21,785               |   |   | (25,168    | )
|                                                     |   |                      |   |   |            |  
|Cash And Cash Equivalents, Beginning Of Year         |   | 20,049               |   |   | 45,217     |  
|                                                     |   |                      |   |   |            |  
|                                                     |   |                      |   |   |            |  
|Cash And Cash Equivalents, End Of Year               | $ | 41,834               |   | $ | 20,049     |  
|                                                     |   |                      |   |   |            |  

See accompanying notes to the consolidated financial statements
  F-5

---

WORLDBID CORPORATIONCONSOLIDATED STATEMENT OF STOCKHOLDERS DEFICIT APRIL 30, 2003(Stated in U.S. Dollars)

|                                          |              |   |         |        |             |   |               |   |             |            |               |   |         |   |   |        |  |   |            |  
|----------------------------------------- | ------------ | - | ------- | ------ | ----------- | - | ------------- | - | ----------- | ---------- | ------------- | - | ------- | - | - | ------ |  | - | ---------- | -
|                                          |              |   |         |        |             |   |               |   | ACCUMULATED |            |               |   |         |  
|                                          |              |   |         |        | ADDITIONAL  |   |               |   | OTHER       |            |               |   | TOTAL   |  
|                                          | COMMON STOCK |   | PAID-IN |        | ACCUMULATED |   | COMPREHENSIVE |   | CONTRIBUTED |            | STOCKHOLDERS' |  
|                                          |              |   |         |        |             |   |               |   |             |            |               |  
|                                          | SHARES       |   | AMOUNT  |        | CAPITAL     |   | DEFICIT       |   | LOSS        |            | SURPLUS       |   | DEFICIT |  
|                                          |              |   |         |        |             |   |               |   |             |            |               |   |         |  
|                                          |              |   |         |        |             |   |               |   |             |            |               |   |         |  
|Balance, April 30, 2001                   | 21,600,955   |   | $       | 21,601 |             | $ | 4,082,473     |   | $           | (4,334,934 | )             | $ | (34,804 | ) | $ | -      |  | $ | (265,664   | )
|                                          |              |   |         |        |             |   |               |   |             |            |               |   |         |   |   |        |  |   |            |  
|Common shares issued for cash             | 2,755,000    |   |         | 2,755  |             |   | 548,245       |   |             | -          |               |   | -       |   |   | -      |  |   | 551,000    |  
|Common shares cancelled                   | (200,000     | ) |         | (200   | )           |   | (38,000       | ) |             | -          |               |   | -       |   |   | 38,200 |  |   | -          |  
|Share issue costs                         | -            |   |         | -      |             |   | (30,000       | ) |             | -          |               |   | -       |   |   | -      |  |   | (30,000    | )
|Foreign exchange translation adjustment   | -            |   |         | -      |             |   | -             |   |             | -          |               |   | 26,067  |   |   | -      |  |   | 26,067     |  
|Net loss                                  | -            |   |         | -      |             |   | -             |   |             | (1,297,243 | )             |   | -       |   |   | -      |  |   | (1,297,243 | )
|                                          |              |   |         |        |             |   |               |   |             |            |               |   |         |  
|                                          |              |   |         |        |             |   |               |   |             |            |               |   |         |   |   |        |  |   |            |  
|Balance, April 30, 2002                   | 24,155,955   |   |         | 24,156 |             |   | 4,562,718     |   |             | (5,632,177 | )             |   | (8,737  | ) |   | 38,200 |  |   | (1,015,840 | )
|                                          |              |   |         |        |             |   |               |   |             |            |               |   |         |   |   |        |  |   |            |  
|Common shares issued on debt conversion   | 59,900,000   |   |         | 59,900 |             |   | 485,100       |   |             | -          |               |   | -       |   |   | -      |  |   | 545,000    |  
|Common shares issued for debt             | 7,525,486    |   |         | 7,525  |             |   | 48,916        |   |             | -          |               |   | -       |   |   | -      |  |   | 56,441     |  
|Common shares issued for intangible asset | 2,500,000    |   |         | 2,500  |             |   | 22,500        |   |             | -          |               |   | -       |   |   | -      |  |   | 25,000     |  
|Warrants issued for intangible  asset     | -            |   |         | -      |             |   | 25,514        |   |             | -          |               |   | -       |   |   | -      |  |   | 25,514     |  
|Foreign exchange translation adjustment   | -            |   |         | -      |             |   | -             |   |             | -          |               |   | (12,664 | ) |   | -      |  |   | (12,664    | )
|Net loss                                  | -            |   |         | -      |             |   | -             |   |             | (423,826   | )             |   | -       |   |   | -      |  |   | (423,826   | )
|                                          |              |   |         |        |             |   |               |   |             |            |               |   |         |  
|                                          |              |   |         |        |             |   |               |   |             |            |               |   |         |   |   |        |  |   |            |  
|Balance, April 30, 2003                   | 94,081,441   |   | $       | 94,081 |             | $ | 5,144,748     |   | $           | (6,056,003 | )             | $ | (21,401 | ) | $ | 38,200 |  | $ | (800,375   | )
|                                          |              |   |         |        |             |   |               |   |             |            |               |   |         |  

See accompanying notes to the consolidated financial statements
  F-6

---

WORLDBID CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS APRIL 30, 2003 AND 2002 (Stated in U.S. Dollars)

|**1.** | BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
|------ | --------------------------------------------
|       |                                             
|       | a)                                          
|       |                                             
|       | b)                                          
|       |                                             
|       | c)                                          

F-7

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WORLDBID CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS APRIL 30, 2003 AND 2002 (Stated in U.S. Dollars)

|**1.** | BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES(Continued)
|------ | -------------------------------------------------------
|       |                                                        
|       | d)                                                     
|       |                                                        
|       | e)                                                     
|       |                                                        
|       | f)                                                     
|       |                                                        
|       | g)                                                     

F-8

---

WORLDBID CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS APRIL 30, 2003 AND 2002 (Stated in U.S. Dollars)

|**1.** | BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES(Continued)
|------ | -------------------------------------------------------
|       |                                                        
|       | g)                                                     

| |                                      |   | 2003     |   |   | 2002       |  
| | ------------------------------------ | - | -------- | - | - | ---------- | -
| |                                      |   |          |   |   |            |  
| | Reported net loss for the year       | $ | (423,826 | ) | $ | (1,297,243 | )
| | Add back: Goodwill amortization      |   | -        |   |   | 99,876     |  
| |                                      |   |          |   |   |            |  
| |                                      |   |          |   |   |            |  
| | Adjusted net loss for the year       | $ | (423,826 | ) | $ | (1,197,367 | )
| |                                      |   |          |   |   |            |  
| |                                      |   |          |   |   |            |  
| | Basic and diluted earnings per share |   |          |   |   |            |  
| | Reported net loss for the year       | $ | (0.01    | ) | $ | (0.05      | )
| | Goodwill amortization                |   | -        |   |   | -          |  
| |                                      |   |          |   |   |            |  
| |                                      |   |          |   |   |            |  
| | Adjusted net loss for the year       | $ | (0.01    | ) | $ | (0.05      | )
| |                                      |   |          |   |   |            |  
| |                                      |   |          |   |   |            |  

| | h) | Website Development Costs and Domain Names
      Website development costs and domain names are being
        amortized on a straight-line basis over a two year period.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | i) | Financial Instruments and Concentration of Risk
      Financial instruments that potentially subject the Company
        to concentrations of credit risk consist primarily of cash, accounts receivable,
        other receivables, accounts payable, and notes payable. At April 30, 2003
        and 2002, the fair market value of these instruments approximated their
        financial statement carrying amount due to the short-term maturity of
        these instruments.
      Amounts owing to related parties are stated at their
        exchange values which approximates fair value due to their short-term
        maturity and/or their market rates of interest.                                                                                                                                                      
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | j) | Income Taxes
      The Company has adopted Statement of Financial Accounting
        Standards (SFAS) No. 109  Accounting for Income
        Taxes (SFAS 109). This standard requires the use of the asset and
        liability approach for accounting and reporting on income taxes. Deferred
        tax assets and liabilities are recognized for the future consequences
        attributable to differences between the financial statement carrying amounts
        of existing assets and liabilities and their respective tax bases and
        operating loss and tax credit carryforwards. Deferred tax assets and liabilities
        are measured using enacted tax rates expected to apply to taxable income
        in the years in which those temporary differences are expected to be recovered
        or settled.

F-9

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WORLDBID CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS APRIL 30, 2003 AND 2002 (Stated in U.S. Dollars)

|**1.** | BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES(Continued)
|------ | -------------------------------------------------------
|       |                                                        
|       | j)                                                     
|       |                                                        
|       |                                                        
|       |                                                        
|       | k)                                                     
|       |                                                        
|       | l)                                                     
|       |                                                        
|       | m)                                                     

F-10

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WORLDBID CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS APRIL 30, 2003 AND 2002 (Stated in U.S. Dollars)

|1. | BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES(Continued)                                                                                                                                                                                            
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                    
|   | n)                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                    
|   | o)                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                    
|2. | CASH                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                    
|   | In April 2003, the provider of the Companys
        internet credit card facility terminated its relationship with the Company.
        A bank account of the Company was frozen by the credit card company to
        secure future charge-backs.

F-11

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WORLDBID CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS APRIL 30, 2003 AND 2002 (Stated in U.S. Dollars)

|2. | CASH(Continued)
        There was a balance of approximately $28,000 in the bank account on
          the date of imposition of the restriction. Subsequent to the year end
          charge-backs of approximately $9,400 were received by the Company.
        The bank has not yet released funds from the Companys bank account
          to reimburse the credit card company. As at April 30, 2003, the Company
          accrued a liability for those charge-backs.
        The Company is negotiating with the credit card company for a release
          of the balance of the funds. Another credit card facility has been arranged
          by the Company for which a security deposit of $8,372 was paid.
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|3. | EQUIPMENT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

|       |                                                                     |   | 2003     |   |   | 2002    |  
|------ | ------------------------------------------------------------------- | - | -------- | - | - | ------- | -
|       |                                                                     |   |          |   |   |         |  
|       | Computer equipment and software                                     | $ | 156,072  |   | $ | 156,072 |  
|       | Office equipment                                                    |   | 7,752    |   |   | 7,752   |  
|       |                                                                     |   |          |   |   |         |  
|       |                                                                     |   | 163,824  |   |   | 163,824 |  
|       | Less: Accumulated depreciation                                      |   | (124,562 | ) |   | (95,781 | )
|       |                                                                     |   |          |   |   |         |  
|       |                                                                     | $ | 39,262   |   | $ | 68,043  |  
|       |                                                                     |   |          |   |   |         |  
|       |                                                                     |   |          |   |   |         |  
|**4.** | INTANGIBLE ASSETS
      Intangible assets consist of the following:
|       |                                                                    

| |                          |   | 2003     |   |   | 2002     |  
| | ------------------------ | - | -------- | - | - | -------- | -
| |                          |   |          |   |   |          |  
| | Website                  | $ | 151,898  |   | $ | 151,898  |  
| | Mailing list (Note 5)    |   | 50,514   |   |   | -        |  
| | Goodwill                 |   | 199,749  |   |   | 199,749  |  
| | Domain names             |   | 22,875   |   |   | 19,421   |  
| |                          |   |          |   |   |          |  
| |                          |   | 425,036  |   |   | 371,068  |  
| | Accumulated amortization |   | (384,555 | ) |   | (267,250 | )
| |                          |   |          |   |   |          |  
| |                          |   |          |   |   |          |  
| |                          | $ | 40,481   |   | $ | 103,818  |  
| |                          |   |          |   |   |          |  

F-12

---

WORLDBID CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS APRIL 30, 2003 AND 2002 (Stated in U.S. Dollars)

|5. | ACQUISITIONS
        On September 18, 2002, the Company issued 2,500,000 common shares
          and 2,500,000 warrants for total consideration of $50,514 to acquire
          the domain name ECeurope.com together with a mailing list of customers
          of ECeurope.com.
        Each warrant entitles the holder to purchase one common share at a
          price of $0.01 per share up to September 12, 2003, at $0.02 per share
          up to September 12, 2004 and at $0.03 per share up to September 13,
          2005.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|6. | NOTE PAYABLE
        For cash flow purposes, the Company from time to time utilizes short
          term notes payable.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|7. | SHAREHOLDER LOANS
        Shareholder loans are unsecured, payable on demand, and bear interest
          at an annual rate of 10%.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|8. | CONVERTIBLE NOTES
        On September 14, 2001, the Company approved an offering of up to 1,500
          units at a price of $1,000 per unit. Each unit consists of one 15% guaranteed
          convertible note in the principal amount of $1,000 and twenty thousand
          (20,000) share purchase warrants.
        Each warrant entitles the holder to purchase one additional share
          at a price of $0.10 per share up to September 30, 2003, and at $0.15
          per share up to September 30, 2004.
        The notes fall due on September 30, 2004, bear interest at 15% per
          annum, payable annually, and are secured by a general security agreement
          over the assets of Worldbid Canada Corporation and by the subordination
          of intercompany debt.
        The notes are convertible into shares of common stock of the Company
          at the option of the holder, on the basis of the lesser of 50% of the
          average market price of the Companys shares for the ten day period
          preceding the conversion or $0.05 per share.
        The Company may, at its option, elect to issue shares of common stock
          for its interest obligations on the basis of 75% of the average market
          price of the Companys shares for the ten days immediately preceding
          the interest payment date.

F-13

---

WORLDBID CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS APRIL 30, 2003 AND 2002 (Stated in U.S. Dollars)

|8. | CONVERTIBLE NOTES(Continued)
        During the year ended April 30, 2003, the Company completed the sale
          of 791.5 units of convertible notes for total proceeds of $791,500.
          Proceeds from the issue of the convertible notes included $731,000 in
          amounts due to related parties and shareholders converted to notes.
        During the year ended April 30, 2003, the Company issued 59,900,000
          common shares at a value of $545,000 on the conversion of 545 units
          of convertible notes.
        As at April 30, 2003, 511.5 units of 15% convertible notes are outstanding.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|9. | STOCK OPTION PLAN
        On January 17, 2000, the Company adopted a stock option plan (the
          Plan) pursuant to which the Companys Board of Directors
          may grant stock options to officers, key employees and consultants.
          The Plan authorizes grants of options to purchase up to 15% of the Companys
          shares of authorized but currently un-issued common stock. Stock options
          are granted with an exercise price equal to the stocks fair market
          value at the date of grant. Most stock options vest ratably over 48
          months and expire upon the earlier of three months after termination
          of employment or ten years from the date of grant. Certain option granted,
          including option granted to directors, vest immediately.
        The Company applies APB Opinion No. 25 in accounting for its Plan
          and, accordingly, no compensation cost has been recognized in the consolidated
          financial statements for its stock options as the exercise prices for
          all options granted was equal, or greater than the stocks fair
          market value at the date of grant. Had the Company determined compensation
          cost based on the fair value at the grant date for its stock options
          under SFAS No. 123, the Companys net loss in 2003 and 2002 would
          have been $445,604 and $1,427,990 respectively, and its loss per share
          $0.01 and $0.05 respectively.
        No new stock options were granted during the year ended April 30,
          2003. The per share weighted average fair value of stock options granted
          was $Nil (2002 - $Nil) using the Black-Scholes option pricing model
          with the following assumptions: no expected dividends, 258% volatility,
          risk free interest rate of 5.25% and an expected term of four years.
          The remaining weighted contractual life of the options outstanding at
          April 30, 2003 was 6.8 years, with a $0.75 exercise price.

F-14

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WORLDBID CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS APRIL 30, 2003 AND 2002 (Stated in U.S. Dollars)

|**9.** | STOCK OPTION PLAN(Continued)
      Under the Plan, option activity during 2001, 2002 and 2003 consisted
        of the following:
|------ | ---------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                  

|        |                                                                                                                                                                                                                                                                                                                                                                                                                       |           |  |   |          |  | WEIGHTED    |  |             | 
|------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------- |  | - | -------- |  | ----------- |  | ----------- | 
|        |                                                                                                                                                                                                                                                                                                                                                                                                                       |           |  |   |          |  | AVERAGE     |  |             | 
|        |                                                                                                                                                                                                                                                                                                                                                                                                                       |           |  |   |          |  | REMAINING   |  |             | 
|        |                                                                                                                                                                                                                                                                                                                                                                                                                       | NUMBER    |  |   |          |  | CONTRACTUAL |  |             | 
|        |                                                                                                                                                                                                                                                                                                                                                                                                                       | OF        |  |   | EXERCISE |  | LIFE        |  | OPTIONS     | 
|        |                                                                                                                                                                                                                                                                                                                                                                                                                       | OPTIONS   |  |   | PRICE    |  | (YEARS)     |  | EXERCISABLE | 
|        |                                                                                                                                                                                                                                                                                                                                                                                                                       |           |  |   |          |  |             |  |             | 
|        |                                                                                                                                                                                                                                                                                                                                                                                                                       |           |  |   |          |  |             |  |             | 
|        | Balance, April 30, 2001                                                                                                                                                                                                                                                                                                                                                                                               | 1,395,000 |  | $ | 0.75     |  | 8.9         |  | 912,500     | 
|        |                                                                                                                                                                                                                                                                                                                                                                                                                       |           |  |   |          |  |             |  |             | 
|        | Forfeited                                                                                                                                                                                                                                                                                                                                                                                                             | 525,000   |  |   | 0.75     |  | -           |  | -           | 
|        |                                                                                                                                                                                                                                                                                                                                                                                                                       |           |  |   |          |  |             |  |             | 
|        |                                                                                                                                                                                                                                                                                                                                                                                                                       |           |  |   |          |  |             |  |             | 
|        | Balance, April 30, 2002                                                                                                                                                                                                                                                                                                                                                                                               | 870,000   |  |   | 0.75     |  | 7.8         |  | 720,000     | 
|        |                                                                                                                                                                                                                                                                                                                                                                                                                       |           |  |   |          |  |             |  |             | 
|        | Forfeited                                                                                                                                                                                                                                                                                                                                                                                                             | 60,000    |  |   | 0.75     |  | -           |  | -           | 
|        |                                                                                                                                                                                                                                                                                                                                                                                                                       |           |  |   |          |  |             |  |             | 
|        |                                                                                                                                                                                                                                                                                                                                                                                                                       |           |  |   |          |  |             |  |             | 
|        | Balance, April 30, 2003                                                                                                                                                                                                                                                                                                                                                                                               | 810,000   |  | $ | 0.75     |  | 6.8         |  | 750,000     | 
|        |                                                                                                                                                                                                                                                                                                                                                                                                                       |           |  |   |          |  |             |  |             | 
|        |                                                                                                                                                                                                                                                                                                                                                                                                                      
|**10.** | SHARE PURCHASE WARRANTS
        The Company has issued warrants in conjunction with the issuance of
          certain offerings of common shares and convertible debt. Each warrant
          entitles the holder to purchase one common share at a specified price
          over the term of the warrant.
        As at April 30, 2003 the Company has the following outstanding share
          purchase warrants:
|        |                                                                                                                                                                                                                                                                                                                                                                                                                      

|               |             |  |          | WEIGHTED   
|-------------- | ----------- |  | -------- | -----------
|RANGE          | NUMBER      |  | WIEGHTED | AVERAGE    
|OF             | OF          |  | AVERAGE  | REMAINING  
|EXERCISE       | WARRANTS    |  | EXERCISE | CONTRACTUAL
|PRICE          | OUTSTANDING |  | PRICE    | LIFE       
|               |             |  |          |            
|$0.01 - $ 0.03 | 2,500,000   |  | $0.02    | 2.42 years 
|$0.10 - $ 0.15 | 28,406,500  |  | $0.13    | 1.42 years 

F-15

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WORLDBID CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS APRIL 30, 2003 AND 2002 (Stated in U.S. Dollars)

|11. | CONTINGENCIES
        The Company is defendant in a suit that seeks the return of certain
          funds invested in the Company, plus damages and costs. Specifically,
          the Bank of Montreal (the Bank) has claimed for the return
          of certain monies invested in the Company from funds they claim were
          misappropriated from the Bank. The Company has filed a statement of
          defense denying any liability on the basis that no misappropriated funds
          were received by it. Management and legal counsel for the Company are
          of the opinion that the Banks claim is without merit.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|12. | INCOME TAXES
        Income taxes for the years ended April 30 differ from the amounts
          that would result from applying the federal statutory rate of approximately
          40% as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                          

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   | 2003     |   |   | 2002     |  
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | -------- | - | - | -------- | -
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |          |   |   |          |  
| | Expected tax expense (recovery)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | $ | (170,000 | ) | $ | (574,000 | )
| | Change in deferred taxes due to changes in corporate tax                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   |          |   |   |          |  
| | rate                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |   | 238,000  |   |   | 65,000   |  
| | Goodwill                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   | 38,000   |   |   | 44,000   |  
| | Change in valuation allowance for deferred tax assets                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   | (106,000 | ) |   | 465,000  |  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |          |   |   |          |  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |          |   |   |          |  
| | Actual income tax expense (recovery)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | $ | -        |   | $ | -        |  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |          |   |   |          |  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |          |   |   |          |  
| | At April 30, 2003, the Company has cumulative
        operating loss carryforwards for income tax purposes of approximately
        $6,773,000 which will expire in various amounts beginning in 2008 if not
        utilized. The utilization of $1,200,000 of the operating loss carryforwards
        may also be limited due to the provisions of Section 382 of the Internal
        Revenue Code relating to changes in ownership.
      Due to the uncertainty regarding the utilization of
        operating loss carryforwards, no tax benefit for losses has been recorded
        by the Company in 2002 and 2003, and a valuation allowance has been recorded
        for the entire amount of the deferred tax asset (see below).

F-16

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WORLDBID CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS APRIL 30, 2003 AND 2002 (Stated in U.S. Dollars)

|12. | INCOME TAXES(Continued)
        Specific temporary differences that give rise to significant components
          of deferred tax assets (liabilities) as of April 30 are as follows:
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                      

|        |                                                  |   | 2003       |   |   | 2002       |  
|------- | ------------------------------------------------ | - | ---------- | - | - | ---------- | -
|        |                                                  |   |            |   |   |            |  
|        | Operating loss carryforwards                     | $ | 2,379,000  |   | $ | 2,447,000  |  
|        |                                                  |   |            |   |   |            |  
|        | Losses acquired on acquisition of subsidiary     |   | 464,000    |   |   | 464,000    |  
|        | Other                                            |   | (35,000    | ) |   | (35,000    | )
|        |                                                  |   |            |   |   |            |  
|        |                                                  |   |            |   |   |            |  
|        | Gross deferred tax asset                         |   | 2,808,000  |   |   | 2,876,000  |  
|        | Valuation allowance                              |   | (2,808,000 | ) |   | (2,876,000 | )
|        |                                                  |   |            |   |   |            |  
|        |                                                  |   |            |   |   |            |  
|        | Net deferred tax assets                          | $ | -          |   | $ | -          |  
|        |                                                  |   |            |   |   |            |  
|        |                                                  |   |            |   |   |            |  
|**13.** | **SELLING, GENERAL AND ADMINISTRATIVE EXPENSES**
|        |                                                 

| |                                                    |   | 2003    |  |   | 2002      | 
| | -------------------------------------------------- | - | ------- |  | - | --------- | 
| |                                                    |   |         |  |   |           | 
| | Selling expenses                                   |   |         |  |   |           | 
| | Salaries and benefits                              | $ | 37,423  |  | $ | 57,587    | 
| | Commissions                                        |   | 2,222   |  |   | 26,214    | 
| | Advertising                                        |   | 17,248  |  |   | 47,379    | 
| | Travel                                             |   | 1,044   |  |   | 111,204   | 
| | Trade meetings                                     |   | -       |  |   | -         | 
| |                                                    |   |         |  |   |           | 
| |                                                    |   | 57,937  |  |   | 242,384   | 
| |                                                    |   |         |  |   |           | 
| |                                                    |   |         |  |   |           | 
| | General and administrative expenses                |   |         |  |   |           | 
| | Officers compensation
      and benefits          |   | 268,486 |  |   | 420,511   | 
| | Salaries
      and benefits                        |   | 33,835  |  |   | 198,201   | 
| | Technical support and
      operations             |   | 49,607  |  |   | 124,857   | 
| | Insurance                                          |   | -       |  |   | 1,138     | 
| | Bad debt expense                                   |   | -       |  |   | 14,894    | 
| | Telephone
      and facsimile                      |   | 5,127   |  |   | 16,937    | 
| | Professional services                              |   | 43,958  |  |   | 171,704   | 
| | Other                                              |   | 19,565  |  |   | 73,749    | 
| |                                                    |   |         |  |   |           | 
| |                                                    |   | 420,578 |  |   | 1,021,991 | 
| |                                                    |   |         |  |   |           | 
| |                                                    |   |         |  |   |           | 
| | Total selling, general and administrative expenses | $ | 478,515 |  | $ | 1,264,375 | 
| |                                                    |   |         |  |   |           | 

F-17

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PART III

ITEM 9.     Directors, Executive Officers, Promoters
  and Control Persons; Compliance withSection 16(a) of the Exchange Act.

The following information sets forth the names of our officers
  and directors, their present positions with Worldbid, and their biographical
  information.

|Name of Director |  | Age |  | Position                                       
|---------------- |  | --- |  | -----------------------------------------------
|                 |  |     |  |                                                
|Logan Anderson   |  | 49  |  | Chief Executive Officer and Director           
|                 |  |     |  |                                                
|                 |  |     |  |                                                
|Paul Wagorn      |  | 34  |  | Chief Operating Officer and Director           
|                 |  |     |  |                                                
|                 |  |     |  |                                                
|Howard Thomson   |  | 57  |  | Chief Financial Officer, Treasurer and Director

Logan Anderson is our chief executive officer and one of our
  directors. Mr. Anderson was appointed as one of our directors and as our president
  on August 10, 1998. Mr. Anderson resigned as our president on April 18, 2001.
  Mr. Anderson was appointed as our chief executive officer on July 31, 2001.
  Mr. Anderson is a graduate of Otago University, New Zealand, with a Bachelor's
  Degree of Commerce in Accounting and Economics (1977). He is an Associated Chartered
  Accountant (New Zealand) and was employed by Coopers & Lybrand in New Zealand
  (1977-1980) and Canada (1980-1982). From 1982 to 1992, Mr. Anderson was comptroller
  of Cohart Management Group, Inc., a management service company which was responsible
  for the management of a number of private and public companies. Mr. Anderson
  has been Principal and President of Amteck Financial Services Company, a financial
  consulting service company since 1993. Mr. Anderson has been an officer and
  director of a number of private and public companies in the past 12 years, including
  PLC Systems, Inc. and 3D-Systems Inc. Mr. Anderson was a director and the president
  of Green Fusion Corporation from 1998 to 2001. Green Fusion was previously engaged
  in the business of mineral exploration. Mr. Anderson has been a director of
  Indiaat Corporation since November 11, 1998. Mr. Anderson was president of Indiaat
  Corporation from November 11, 1998 to November 1, 1999. Indiaat Corporation
  was engaged in the business of marketing Internet based web-site portal to Indian
  Internet users and is currently inactive. Mr. Anderson has been a director and
  the president and chief executive officer of Greenlite Ventures Inc., a company
  engaged in the business of mineral exploration, since December 1, 2000.

Paul Wagorn is one of our directors and is our chief operating
  officer. Mr. Wagorn was appointed as a director and our chief operating officer
  on February 17, 2000. Mr. Wagorn has been working in the computer field for
  the past 12 years, in which he has served in both the public and private sectors
  as a software and database engineer, project manager, and support specialist.
  From 1987 to 1989, Mr. Wagorn worked for Consumer and Corporate Affairs Canada,
  leading a team to computerize the data retrieval system for Canadian Patents
  and develop a quality assurance system for Canadian Patent Examiners. Mr. Wagorn
  subsequently worked on various small and large database-systems projects integrating
  new technology with existing data. From 1991 to 1999, Mr. Wagorn worked for
  JD Micro Devices Inc., a computer firm, as the Corporate Sales Manager and a
  Network Engineer and Software Engineer.

Howard Thomson is our chief financial officer and treasurer
  and a director. Mr. Thomson was appointed as one our directors and as our secretary
  and treasurer on February 12, 1999. Mr. Thomson was appointed as our chief financial
  officer on February 17, 2000. Mr. Thomson ceased to act as our secretary on
  November 6, 2000. Mr. Thomson was employed from 1981 to 1998 in senior management
  positions with the Bank of Montreal, including 5 years as Branch Manager, 4
  years as Regional Marketing Manager and 5 years as Senior Private Banker. Mr.
  Thomson retired from the Bank of Montreal in 1998. Mr. Thomson was a director
  of Skinvisible, Inc. from to April 3, 1998 to August 1, 2000. Skinvisible, Inc.
  is a company which has developed and is marketing an anti-bacterial skin care
  product and the whose common stock is quoted on the

26

---

National Association of Securities Dealers' OTC Bulletin Board.
  Mr. Thomson was a director and the secretary and treasurer of Green Fusion Corporation
  from May 31, 1998 to June 22, 2001. Mr. Thomson has been a director and the
  secretary and treasurer of Indiaat Corporation since November 11, 1998. Mr.
  Thomson has been a director and secretary and chief financial officer of Greenlite
  Ventures Inc. since December 21, 2000.

Committees of the Board Of Directors

We presently do not have an audit committee, compensation
  committee, nominating committee, an executive committee of our board of directors,
  stock plan committee or any other committees. However, our board of directors
  may establish various committees during the current fiscal year.

Terms of Office

Our directors are appointed for one year terms to hold office
  until the next annual general meeting of the holders of our common stock or
  until removed from office in accordance with our by-laws. Our officers are appointed
  by our board of directors and hold office until removed by our board of directors.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires Worldbids
  executive officers and directors, and persons who beneficially own more than
  ten percent of Worldbids equity securities, to file reports of ownership
  and changes in ownership with the Securities and Exchange Commission. Officers,
  directors and greater than ten percent shareholders are required by SEC regulation
  to furnish us with copies of all Section 16(a) forms they file. Based on our
  review of the copies of such forms received by it, we believe that during the
  fiscal year ended April 30, 2003 all such filing requirements applicable to
  our officers, directors and greater than ten percent shareholders were complied
  with.

27

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ITEM 10. Executive Compensation

The following table sets forth certain compensation information
  as to the following individuals (our named executive officers):

|(i)   | Logan Anderson, our chief executive officer;    
|----- | ------------------------------------------------
|(ii)  | Howard Thomson, our chief financial officer; and
|(iii) | Paul Wagorn, our chief operating officer.       

No other compensation was paid to our named executive officers other than
  the compensation set forth below.

|SUMMARY COMPENSATION TABLE
|--------------------------
|                          
|Name                      
|RestrictedStockAwarded    
|Logan
      Anderson (1)  
|Howard
      Thomson (2)  
|Paul Wagorn
      (3)     

Notes:

|(1) | Mr. Anderson was appointed as one of
        our directors on August 10, 1998. Mr. Anderson was our president from
        to August 10, 1998 to April 18, 2001. Mr. Anderson was appointed our chief
        executive officer on July 31, 2001.    
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Mr. Thomson was appointed as our secretary
        and treasurer on February 12, 1999. Mr. Thomson was appointed as our chief
        financial officer on February 17, 2000. Mr. Thomson ceased to act as our
        secretary on November 6, 2001.
|(3) | Mr. Wagorn was appointed as one of our
        directors and as our chief operating officer on February 17, 2000.                                                                                                                                    

28

---

Stock Option Grants

The following table sets forth information with respect to
  stock options granted to each of our named executive officers during our most
  recent fiscal year ended April 30, 2003:

|OPTION/SAR GRANTS IN LAST FISCAL YEAR(INDIVIDUAL GRANTS)
|--------------------------------------------------------
|Name                                                    
|Logan Anderson                                          
|Howard Thomson                                          
|Paul Wagorn                                             

Exercises of Stock Options and Year-End Option Values

The following is a summary of the share purchase options exercised
  by our named executive officers during the financial year ended April 30, 2003:

|AGGREGATED OPTION/SAR EXERCISES DURING
      THE LASTFINANCIAL YEAR END AND FINANCIAL YEAR-END OPTION/SAR VALUES
|----------------------------------------------------------------------------------------------------------------
|Name                                                                                                            
|Logan Anderson                                                                                                  
|Howard Thomson                                                                                                  
|Paul Wagorn                                                                                                     

29

---

Outstanding Stock Options

The following table shows the issued and outstanding stock
  options held by our named executive officers as of August 1, 2003.

|Name and Position                                                                               | Exercise Price                                        | Number of
      Options                                    | Date of Grant                                                                             | Vesting Date                                                                                     | Expiry Date                                                                             
|----------------------------------------------------------------------------------------------- | ----------------------------------------------------- | ---------------------------------------------------------- | ----------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------ | ----------------------------------------------------------------------------------------
|Logan Anderson,
      Director and Chief
      Executive Officer and
      President            | $0.75                                                 | 300,000                                                    | Feb. 1, 2000                                                                              | Feb. 1, 2000                                                                                     | Feb. 1, 2004                                                                            
|Howard Thomson,
      Director and Chief
      Financial Officer,
      Treasurer and Secretary | $0.75                                                 | 150,000                                                    | Feb. 1, 2000                                                                              | Feb. 1, 2000                                                                                     | Feb. 1, 2004                                                                            
|Paul Wagorn,
      Director and Chief
      Operating Officer                                   | $0.75
      $0.75
      $0.75
      $0.75
      $0.75 | 70,000
      20,000
      20,000
      20,000
      20,000 | Feb. 17, 2000
      Feb. 1, 2000
      Feb. 1, 2000
      Feb. 1, 2000
      Feb. 1, 2000 | Feb. 17, 2000
      Feb. 17, 2000
      Sept. 30, 2001
      Sept. 30, 2002
      Sept. 30, 2003 | Feb. 1, 2004
      Feb. 1, 2004
      Feb. 1, 2004
      Feb. 1, 2004
      Feb. 1, 2004

All options have been granted pursuant to our 2000 incentive
  stock option plan dated January 17, 2000 that provides for the grant of incentive
  stock options to purchase our common stock to our directors, officers, employees
  and permitted consultants. Options to purchase a total of up to 2,175,000 shares
  of our common stock may presently be granted under the stock option plan.

Compensation of Directors

Each of our directors is paid as a consultant to Worldbid.
  See Executive Compensation  Employment Agreements. In addition, our 2000
  Stock Option Plan permits the grant of options for the purchase of shares of
  our common stock to our directors and officers. See Executive Compensation 
  Outstanding Stock Options for information about current outstanding stock options
  granted to our directors.

Employment Agreements

The services of Mr. Logan Anderson, our chief executive officer
  and one of our directors, are provided pursuant to a consultant agreement dated
  September 1, 2001 between us and Mr. Anderson. This consultant agreement was
  amended effective November 1, 2002 to reduce the consultant fee that we pay
  to Mr. Anderson from $12,500 per month to $7,500 per month. The term of the
  amended consultant agreement expires August 31, 2003, provided that we can terminate
  the consultant agreement without cause upon the payment to Mr. Anderson of an
  amount equal to the six months consultant fee. The consultant agreement may
  only be renewed for additional terms upon written agreement between Mr. Anderson
  and us. Any agreement for an extension of the term would include agreement upon
  the consultant fee for the subsequent term. The services provided by Mr. Anderson
  include exercising general direction and supervision over our business and financial
  affairs, providing overall direction to our management and performing such other
  duties and observing such instructions as may be reasonably assigned to his
  from time to time in his capacity of our president.

The services of Mr. Howard Thomson as our chief financial
  officer are provided pursuant to a consultant agreement dated September 1, 2001
  between us and Mr. Thomson. This consultant agreement was amended effective
  November 1, 2002 to reduce the consultant fee that we pay to Mr. Thomson from
  $7,500 per month to $3,000 per month. The term of the consultant agreement expires
  August 31, 2003, provided that we can terminate the consultant agreement without
  cause upon the payment to Mr. Thomson of an amount equal to the six months consultant
  fee. The consultant agreement may only be renewed for additional

30

---

terms upon written agreement between Mr. Thomson and us. Any
  agreement for an extension of the term would include agreement upon the consultant
  fee for the subsequent term. The services provided by Mr. Thomson include ensuring
  that proper financial and accounting records are maintained by us, supervising
  and advising on the conduct of our financial affairs, and coordinating all our
  auditing functions.

The services of Mr. Paul Wagorn as our chief operating officer
  are provided pursuant to a consulting contract entered into between Mr. Wagorn
  and Worldbid Canada Corporation whereby Mr. Wagorn provides his services to
  us as a consultant at an hourly rate of $54.80 CDN per hour (equal to approximately
  $35 US per hour). The original term of Mr. Wagorns consultant contract
  expired February 28, 2003. The Company and Mr. Wagorn have verbally agreed to
  extend his contract until February 28, 2004 on the same terms and conditions.

ITEM 11.     Security Ownership
  of Certain Beneficial Owners and Management

The following table sets forth certain information concerning
  the number of shares of our common stock owned beneficially as of August 1,
  2003 by: (i) each person (including any group) known to us to own more than
  five percent (5%) of any class of our voting securities, (ii) each of our directors
  and officers; (iii) each of our named executive officers, and (iv) our officers
  and directors as a group. Unless otherwise indicated, the shareholders listed
  possess sole voting and investment power with respect to the shares shown.

|Title of class                                                                                                                                                                                                                                                                      | Name and address of beneficial owner                                                                                                                    | Number of
      Shares of
      Common Stock | Percentage of
      Common
      Stock(1)
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------- | -----------------------------------------
|OFFICERS AND DIRECTORS                                                                                                                                                                                                                                                             
|Common Stock                                                                                                                                                                                                                                                                        | Logan Anderson
      Director and Chief Executive Officer and 
      President 
      15 Hill Cresent 
      Pembroke, Bermuda                          | 46,537,504(2)                                | 44.5%                                    
|Common Stock                                                                                                                                                                                                                                                                        | Howard Thomson
      Director and Chief Financial Officer, Treasurer 
      and Secretary 
      4734 South Golf Course Drive 
      Blaine, Washington | 15,132,793(3)                                | 15.0%                                    
|Common Stock                                                                                                                                                                                                                                                                        | Paul Wagorn
      Director and Chief Operating Officer 
      #2 - 2251 Belmont Avenue 
      Victoria, British Columbia, Canada                        | 150,000(4)                                   | 0.1%                                     
|Common Stock                                                                                                                                                                                                                                                                        | All Officers and Directors as a Group (3 persons)                                                                                                       | 61,820,297(5)                                | 57.6%                                    
|5% SHAREHOLDERS
      No person is known to us to beneficially own more than
        5% of the outstanding shares of our common stock, other than Logan Anderson,
        our chief executive officer, and Howard Thomson, our chief financial officer,
        as disclosed above.

|(1) | Based on 94,081,441 shares of our common stock issued
        and outstanding as of August 1, 2003. Under Rule 13d-3, certain shares
        may be deemed to be beneficially owned by more than one person (if, for
        example, persons share the power to vote or the power to dispose of the
        shares). In addition, shares are deemed to be beneficially owned by a
        person if the person has the right to acquire the shares (for example,
        upon exercise of an option) within 60 days of the date as of which the
        information is provided. In computing the percentage ownership of any
        person, the amount of shares outstanding is deemed to include the
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

31

---

|    | amount of shares beneficially owned by such person
        (and only such person) by reason of these acquisition rights. As a result,
        the percentage of outstanding shares of any person as shown in this table
        does not necessarily reflect the persons actual ownership or voting
        power with respect to the number of shares of common stock actually outstanding
        on August 1, 2003.                                                                                                                                                                      
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(2) | Includes 40,047,504 shares held by Logan Anderson,
        300,000 shares that are immediately acquirable upon the exercise of stock
        options by Logan Anderson within 60 days of August 1, 2003, 5,940,000
        shares that are immediately acquirable upon the exercise of Series X share
        purchase warrants by Logan Anderson within 60 days of August 1, 2003 and
        250,000 shares that are immediately acquirable upon the exercise of share
        purchase warrants by Logan Anderson within 60 days of August 1, 2003.                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(3) | Includes 12,537,793 shares held by Howard Thomson,
        150,000 shares that are immediately acquirable upon the exercise of stock
        options by Howard Thomson within 60 days of August 1, 2003, 2,380,000
        shares that are immediately acquirable upon the exercise of Series X share
        purchase warrants by Howard Thomson within 60 days of August 1, 2003 and
        65,000 shares that are immediately acquirable upon the exercise of share
        purchase warrants by Howard Thomson within 60 days of August 1, 2003.                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(4) | Consists of 150,000 shares that are immediately acquirable
        upon the exercise of stock options by Paul Wagorn within 60 days of August
        1, 2003.                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(5) | Consists of 52,585,297 shares that are held by Howard
        Thomson and Logan Anderson, 600,000 shares that are immediately acquirable
        upon the exercise of stock options by Howard Thomson, Paul Wagorn and
        Logan Anderson, 8,320,000 shares that are immediately acquirable upon
        the exercise of Series X share purchase warrants by Logan Anderson Howard
        Thomson and 315,000 shares that are immediately acquirable upon the exercise
        of share purchase warrants by Howard Thomson and Logan Anderson within
        60 days of August 1, 2003.

---

Change of Control.

We are not aware of any arrangement that might result in a
  change in control in the future.

EQUITY COMPENSATION PLAN INFORMATION.

We have one equity compensation plan under which shares of
  the common stock have been authorized for issuance to our officers, directors,
  employees and consultants, namely our 2000 stock option plan. This stock options
  plan has been approved by our stockholders. We do not have any equity compensation
  plans that have not been approved by our stockholders.

The following summary information is presented for our 2000
  stock option plan on an aggregate basis as of our fiscal year ended April 30,
  2003:

|                                                                        | Number of Securities to
      be Issued Upon
      Exercise of Outstanding
      Options, Warrants and
      Rights | Weighted-Average
      Exercise Price of
      Outstanding Options, 
      Warrants and Rights | Number of Securities Remaining
      Available for Future Issuance
      Under Equity Compensation
      Plans (Excluding Securities
      Reflected in column (a))
|----------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Plan Category                                                           | (a)                                                                                                                 | (b)                                                                                            | (c)                                                                                                                                                                
|Equity Compensation
      Plans Approved By 
      Security Holders     | 810,000 Shares
      of Common Stock                                                                                | $0.75 per Share                                                                                | 1,365,000 Shares                                                                                                                                                   
|Equity Compensation
      Plans Not Approved 
      By Security Holders | Not Applicable                                                                                                      | Not Applicable                                                                                 | Not Applicable                                                                                                                                                     

32

---

ITEM 12.     Certain Relationships and Related
  Transactions.

Except as described below, none of the following persons has
  any direct or indirect material interest in any transaction to which we are
  a party during the past two years, or in any proposed transaction to which the
  Company is proposed to be a party:

|(A) | any director or officer;                                                                                                                                                                                  
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                           
|(B) | any proposed nominee for election as a director;                                                                                                                                                          
|    |                                                                                                                                                                                                           
|(C) | any person who beneficially owns, directly or indirectly,
        shares carrying more than 5% of the voting rights attached to our common
        stock; or                                              
|    |                                                                                                                                                                                                           
|(D) | any relative or spouse of any of the foregoing persons,
        or any relative of such spouse, who has the same house as such person
        or who is a director or officer of any parent or subsidiary.

Employment and Consulting Agreements

The services of Mr. Logan Anderson, our chief executive officer
  and one of our directors, were formerly provided pursuant to an employment agreement
  dated August 31, 1999 between Mr. Anderson and us. The term of this employment
  agreement with Mr. Anderson was extended by agreement on April 15, 2001 for
  an additional term expiring August 31, 2001. This employment agreement was superceded
  by a consultant agreement dated September 1, 2001 between us and Mr. Anderson
  whereby the amount we pay Mr. Anderson for his services was increased from $7,500
  per month to $12,500 per month. This consultant agreement was amended effective
  November 1, 2002 to reduce the consultant fee from $12,500 per month to $7,500
  per month. The current term of the consultant agreement expires August 31, 2003,
  provided that we can terminate the consultant agreement without cause upon the
  payment to Mr. Anderson of an amount equal to the six months consultant fee.
  The consultant agreement may only be renewed for additional terms upon written
  agreement between Mr. Anderson and us. Any agreement for an extension of the
  term would include agreement upon the consultant fee for the subsequent term.
  The services provided by Mr. Anderson include exercising general direction and
  supervision over our business and financial affairs, providing overall direction
  to our management and performing such other duties and observing such instructions
  as may be reasonably assigned to his from time to time in his capacity of our
  president.

The services of Mr. Howard Thomson as our secretary were formerly
  provided pursuant to a written employment agreement dated August 31, 1999 between
  Mr. Thomson and us. The term of our agreement with Mr. Thomson was extended
  by agreement on April 15, 2001 for an additional term expiring August 31, 2001.
  This employment agreement was superceded by a consultant agreement dated September
  1, 2001 between us and Mr. Thomson whereby the amount we pay Mr. Thomson for
  his services was increased from $5,000 per month to $7,500 per month. This consultant
  agreement was amended effective November 1, 2002 to reduce the consultant fee
  from $7,500 per month to $3,000 per month. The current term of the consultant
  agreement expires August 31, 2003, provided that we can terminate the consultant
  agreement without cause upon the payment to Mr. Thomson of an amount equal to
  the six months consultant fee. The consultant agreement may only be renewed
  for additional terms upon written agreement between Mr. Thomson and us. Any
  agreement for an extension of the term would include agreement upon the consultant
  fee for the subsequent term. The services provided by Mr. Thomson include ensuring
  that proper financial and accounting records are maintained by us, supervising
  and advising on the conduct of our financial affairs, and coordinating all our
  auditing functions.

The services of Mr. Paul Wagorn as our chief operating officer
  were formerly provided pursuant to a written employment agreement dated February
  1, 2001 between ourselves, our subsidiary, Worldbid Canada Corporation, and
  Mr. Wagorn whereby Mr. Wagorn was paid a salary of $9,500 CDN per month. This
  arrangement has been superceded by a consulting contract entered into between
  Mr. Wagorn and Worldbid Canada Corporation whereby Mr. Wagorn provides his services
  to us as a consultant at an hourly rate of $54.80 CDN per hour (equal to approximately
  $35 US per hour). The original term of Mr. Wagorns consultant contract
  expired February 28, 2003 and is terminable by either party on ninety days written
  notice.

33

---

Stock Options

We have granted incentive stock options to our officers and
  directors. See Executive Compensation  Outstanding Stock Options.

Purchases of Our Equity Securities

We issued 15% guaranteed convertible notes in the principal
  amount of $216,000 and 4,320,000 Series X Share Purchase Warrants to Mr. Logan
  Anderson, our chief financial officer, as payment to Mr. Anderson of accrued
  but unpaid consultant fees and related expenses in the amount of $216,000. We
  issued additional 15% guaranteed convertible notes in the principal amount of
  $81,000 and 1,620,000 Series X Share Purchase Warrants to Mr. Anderson as re-payment
  to Mr. Anderson of shareholders loans advanced by Mr. Anderson to us in the
  amount of $81,000.

We issued 15% guaranteed convertible notes in the principal
  amount of $119,000 and 2,380,000 Series X Share Purchase Warrants to Mr. Howard
  Thomson, our chief financial officer, as payment to Mr. Thomson of accrued but
  unpaid consultant fees.

We issued an aggregate of 7,525,486 shares of our common stock
  to the holders of our 15% guaranteed convertible notes, holding an aggregate
  of 1,056.5 of our 15% guaranteed convertible notes, effective September 30,
  2002. All shares were issued as payment of accrued interest on the convertible
  notes at the rate of 15% per annum from the date of issuance of the convertible
  notes to each holder, respectively, to September 30, 2002. The shares were issued
  on the basis of a price of $0.0075 per share, being 75% of the market price
  of Worldbids common stock for the ten trading days prior to September
  30, 2002, in accordance with the terms of the convertible notes. Of the shares
  issued, 2,058,465 were issued to Mr. Logan Anderson, our chief executive officer,
  and 397,753 were issued to Mr. Howard Thomson, our chief financial officer in
  respect of convertible notes held by each of them.

We issued 11,900,000 shares of our common stock to Mr. Howard
  Thomson, our chief financial officer, in our fourth quarter of 2003 upon conversion
  of convertible notes in the principal amount of $119,000 held by Mr. Thomson.
  The notes were converted at a price of $0.01 per share, being 50% of the average
  market price of our common stock prior to conversion in accordance with the
  terms of the convertible notes.

We issued 37,200,000 shares of our common stock to Mr. Logan
  Anderson, our chief executive officer, in our fourth quarter of 2003 upon conversion
  of convertible notes in the principal amount of $372,000 held by Mr. Anderson.
  The notes were converted at a price of $0.01 per share, being 50% of the average
  market price of our common stock prior to conversion in accordance with the
  terms of the convertible notes.

Loans from Insiders

Logan Anderson, our chief executive officer, advanced a total
  of $255,600 to us during our fiscal year ended April 30, 2001. Mr. Anderson
  advanced an additional amount of $30,000 to us during our fiscal year ended
  April 30, 2002. Funds were advanced on a demand loan basis and we agreed to
  pay interest at the rate of 10% per annum. Of the amount advanced in our fiscal
  year ended April 30, 2001, a total of $100,000 was satisfied by the issue to
  Mr. Anderson of 500,000 shares of our common stock and 250,000 share purchase
  warrants on April 17, 2001. Various amounts were repaid to Mr. Anderson during
  2001 and 2002. During 2003, Mr. Anderson converted indebtedness outstanding
  in the amount of $216,000 into 15% guaranteed convertible notes in the principal
  amount of $216,000 and 4,320,000 Series X Share Purchase Warrants, as disclosed
  above.

During our fiscal year ended 2003, Mr. Anderson advanced additional
  shareholders loans that were outstanding in the amount of $25,000 as of April
  30, 2003. Mr. Anderson has advanced additional funds in the approximate amount
  of $20,000 since April 30, 2003. The loan is unsecured, bears interest at the
  rate of 10% per annum and is payable on demand.

34

---

Settlement of Amount Owed to KPMG

Our accounts payable and accrued liabilities includes an amount
  of $174,134 in respect of amounts payable by us to KPMG, our former auditor,
  in connection with services previously provided by KPMG. We had contested the
  amount of owing to KPMG and had attempted to negotiate a fee reduction with
  KPMG. We were unable to negotiate a satisfactory payment arrangement and KPMG
  commenced an action against us in the British Columbia Supreme Court in respect
  of unpaid fees and accrued interest. Mr. Logan Anderson, our chief executive
  officer, negotiated a settlement with KPMG whereby he acquired the debt owed
  by us to KPMG. We have entered into a settlement agreement with Mr. Anderson
  as the owner of the debt whereby we have agreed to issue our 15% guaranteed
  convertible notes in the principal amount of $185,000, being $174,134 plus accrued
  interest, to Mr. Anderson, together with an aggregate of 3,700,000 Series X
  Share Purchase Warrants.

ITEM 13.     Exhibits, Financial
  Statement Schedules and Reports on Form 8-K

(a)     Exhibits

The following exhibits are either provided with this Annual
  Report on Form 10-KSB or are incorporated herein by reference:

|Exhibit Number | Description of Exhibit                                                                                                                                              
|-------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------
|               |                                                                                                                                                                     
|Exhibit 3.1    | Articles of Incorporation(1)                                                                                                                                        
|               |                                                                                                                                                                     
|Exhibit 3.2    | Certificate of Amendment of Articles of Incorporation(1)                                                                                                            
|               |                                                                                                                                                                     
|Exhibit 3.3    | By-Laws of the Company(1)                                                                                                                                           
|               |                                                                                                                                                                     
|Exhibit 3.4:   | Certificate of Amendment of Articles of Incorporation(2)                                                                                                            
|               |                                                                                                                                                                     
|Exhibit 4.1:   | Specimen Stock Certificate(1)                                                                                                                                       
|               |                                                                                                                                                                     
|Exhibit 4.2    | Form of 15% Guaranteed Convertible Notes(3)                                                                                                                         
|               |                                                                                                                                                                     
|Exhibit 4.3    | Form of Series X Share Purchase Warrant(3)                                                                                                                          
|               |                                                                                                                                                                     
|Exhibit 4.4:   | 2000 Stock Option Plan(2)                                                                                                                                           
|               |                                                                                                                                                                     
|Exhibit 10.1   | Executive Consultant Agreement dated September 1,
        2001 between Worldbid and Logan Anderson(4)                                                               
|               |                                                                                                                                                                     
|Exhibit 10.2   | Executive Consultant Agreement dated September 1,
        2001 between Worldbid and Howard Thomson(4)                                                               
|               |                                                                                                                                                                     
|Exhibit 10.3   | Memorandum of Agreement dated September 18, 2002
        between Worldbid and City of London Group PLC (5)                                                          
|               |                                                                                                                                                                     
|Exhibit 10.4   | Amendment to Executive Consultant Agreement dated
        November 1, 2002 between Worldbid and Logan Anderson(6)                                                   
|               |                                                                                                                                                                     
|Exhibit 10.5   | Amendment to Executive Consultant Agreement dated
        November 1, 2002 between Worldbid and Howard Thomson(6)                                                   
|               |                                                                                                                                                                     
|Exhibit 99.1   | Certification of Chief Executive Officer pursuant
        to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
        Act of 2002(7)
|               |                                                                                                                                                                     
|Exhibit 99.2   | Certification of Chief Financial Officer pursuant
        to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
        Act of 2002(7)

|(1) | Incorporated by reference from our registration statement
        on Form10-SB12G/A filed with the Securities and Exchange Commission on
        November 30, 1999 (File No. 0-26729).
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                       
|(2) | Incorporated by reference from our Quarterly Report on Form 10-QSB filed
      with the Securities and Exchange Commission on December 15, 2000.                                      

35

---

|(3) | Incorporated by reference from our Quarterly Report
        on Form 10-QSB filed with the Securities and Exchange Commission on December
        24, 2001. 
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                            
|(4) | Incorporated by reference from our Annual Report
        on Form 10-KSB filed with the Securities and Exchange Commission on August
        13, 2002.      
|    |                                                                                                                                                            
|(5) | Incorporated by reference from our Quarterly Report
        on Form 10-QSB filed with the Securities and Exchange Commission on September
        23, 2002.
|    |                                                                                                                                                            
|(6) | Incorporated by reference from our Quarterly Report
        on Form 10-QSB filed with the Securities and Exchange Commission on March
        17, 2003.    
|    |                                                                                                                                                            
|(7) | Filed as an Exhibit to this Annual Report on Form 10-KSB.                                                                                                  

(b)     Reports on Form 8-K

We did not file any Current Reports on Form 8-K during the
  fiscal quarter ended April 30, 2003. We have not filed any Current Reports on
  Form 8-K since April 30, 2003.

ITEM 14.     CONTROLS AND PROCEDURES.

As required by Rule 13a-15 under the Securities Exchange Act
  of 1934 (the Exchange Act), we carried out an evaluation of the
  effectiveness of the design and operation of our disclosure controls and procedures
  within the 90 days prior to the filing date of this report. This evaluation
  was carried out under the supervision and with the participation of our chief
  executive officer, Mr. Logan Anderson and our chief financial officer, Mr. Howard
  Thomson. Based upon that evaluation, our chief executive officer and chief financial
  officer concluded that our disclosure controls and procedures are effective
  in timely alerting management to material information relating to us required
  to be included in our periodic SEC filings. There have been no significant changes
  in our internal controls or in other factors that could significantly affect
  internal controls subsequent to the date we carried out our evaluation.

Disclosure controls and procedures are controls and other
  procedures that are designed to ensure that information required to be disclosed
  our reports filed or submitted under the Exchange Act is recorded, processed,
  summarized and reported, within the time periods specified in the Securities
  and Exchange Commission's rules and forms. Disclosure controls and procedures
  include, without limitation, controls and procedures designed to ensure that
  information required to be disclosed in our reports filed under the Exchange
  Act is accumulated and communicated to management, including our chief executive
  officer and our chief financial officer, to allow timely decisions regarding
  required disclosure.

36

---

SIGNATURES

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

WORLDBID CORPORATION

|By: | /s/ Logan Anderson                                   
|--- | -----------------------------------------------------
|    |                                                      
|    | Logan Anderson, President and Chief Executive Officer
|    | Director                                             
|    | Date: August 11, 2003                                



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



|By: | /s/ Logan Anderson                                              
|--- | ----------------------------------------------------------------
|    |                                                                 
|    | Logan Anderson, President and Chief Executive Officer           
|    | (Principal Executive Officer)                                   
|    | Director                                                        
|    | Date: August 11, 2003                                           
|    |                                                                 
|    |                                                                 
|By: | /s/ Howard Thomson                                              
|    |                                                                 
|    | Howard Thomson, Secretary, Treasurer and Chief Financial Officer
|    | (Principal Financial Officer and Principal Accounting Officer)  
|    | Director                                                        
|    | Date: August 11, 2003                                           
|    |                                                                 
|    |                                                                 
|    |                                                                 
|By: | /s/ Paul Wagorn                                                 
|    |                                                                 
|    | Paul Wagorn                                                     
|    | Chief Operating Officer                                         
|    | Director                                                        
|    | Date: August 11, 2003                                           

37

---

CERTIFICATION

I, Logan Anderson, Chief Executive Officer of Worldbid Corporation, certify
  that;

|1. | I have reviewed this annual report on Form 10-KSB
      of Worldbid Corporation;                                                                                                                                                                                                                                                                                                                                     
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                      
|2. | Based on my knowledge, this
        annual report does not contain any untrue statement of a material fact
        or omit to state a material fact necessary to make the statements made,
        in light of the circumstances under which such statements were made, not
        misleading with respect to the period covered by this annual report;                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                      
|3. | Based on my knowledge, the
        financial statements, and other financial information included in this
        annual report, fairly present in all material respects the financial condition,
        results of operations and cash flows of the registrant as of, and for,
        the periods presented in this annual report;                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                      
|4. | The registrants other
        certifying officers and I are responsible for establishing and maintaining
        disclosure controls and procedures (as defined in Exchange Act Rules 13a-14
        and 15d-14) for the registrant and have:                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | c)                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                      
|5. | The registrants other
        certifying officers and I have disclosed, based on our most recent evaluation,
        to the registrants auditors and the audit committee of registrants
        board of directors (or persons performing the equivalent functions):                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                      
|6. | The registrants other
        certifying officers and I have indicated in this annual report whether
        there were significant changes in internal controls or in other facts
        that could significantly affect internal controls subsequent to the date
        of our most recent evaluation, including any corrective actions with regard
        to significant deficiencies and material weaknesses.

|Date: August 11, 2003 | /s/ Logan Anderson     
|--------------------- | -----------------------
|                      |                        
|                      | (Signature)            
|                      |                        
|                      | Chief Executive Officer
|                      |                        
|                      | (Title)                

38

---

CERTIFICATION

I, Howard Thomson, Chief Financial Officer of Worldbid Corporation,
  certify that;

|1. | I have reviewed this annual report on Form 10-KSB
      of Worldbid Corporation;                                                                                                                                                                                                                                                                                                                                     
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                      
|2. | Based on my knowledge, this
        annual report does not contain any untrue statement of a material fact
        or omit to state a material fact necessary to make the statements made,
        in light of the circumstances under which such statements were made, not
        misleading with respect to the period covered by this annual report;                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                      
|3. | Based on my knowledge, the
        financial statements, and other financial information included in this
        annual report, fairly present in all material respects the financial condition,
        results of operations and cash flows of the registrant as of, and for,
        the periods presented in this annual report;                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                      
|4. | The registrants other
        certifying officers and I are responsible for establishing and maintaining
        disclosure controls and procedures (as defined in Exchange Act Rules 13a-14
        and 15d-14) for the registrant and have:                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | c)                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                      
|5. | The registrants other
        certifying officers and I have disclosed, based on our most recent evaluation,
        to the registrants auditors and the audit committee of registrants
        board of directors (or persons performing the equivalent functions):                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                      
|6. | The registrants other
        certifying officers and I have indicated in this annual report whether
        there were significant changes in internal controls or in other facts
        that could significantly affect internal controls subsequent to the date
        of our most recent evaluation, including any corrective actions with regard
        to significant deficiencies and material weaknesses.

|Date: August 11, 2003 | /s/ Howard Thomson     
|--------------------- | -----------------------
|                      |                        
|                      | (Signature)            
|                      |                        
|                      | Chief Financial Officer
|                      |                        
|                      | (Title)                

39

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