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**UNITED STATESSECURITIES AND EXCHANGE COMMISSION** Washington, 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, 2005

 ̈  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.: 000-26729

WORLDBID CORPORATION 
  (Name of small business issuer in its charter)

|NEVADA                                   | 88-0427619                          
|---------------------------------------- | ------------------------------------
|(State or other jurisdiction of          | (I.R.S. Employer Identification No.)
|incorporation or organization)           |                                     
|                                         |                                     
|810 Peace Portal Drive, Suite 201        |                                     
|Blaine, Washington                       | 98230                               
|(Address of principal executive offices) | (Zip Code)                          

Issuer’s telephone number: (360) 332-1752

Securities registered under Section 12(b) of the Exchange Act:
  NONE

Securities registered under Section 12 (g) of the Exchange
  Act: Shares of Common Stock, Par Value $0.001
  Per Share

Check whether the issuer (l) 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 is 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, 2005 were $370,309.

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 July 19, 2005 is approximately $991,481.

The number of shares of the issuer’s common stock outstanding
  as of July 19, 2005 is 126,014,016 shares.

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

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WORLDBID CORPORATION 
  ANNUAL REPORT ON FORM 10-KSBFOR THE YEAR ENDED APRIL 30, 2005

TABLE OF CONTENTS

|           |                                                                                                                        | PAGE
|---------- | ---------------------------------------------------------------------------------------------------------------------- | ----
|           |                                                                                                                        |     
|PART I     |                                                                                                                        |     
|           |                                                                                                                        |     
|Item 1.    | Description of Business.                                                                                               | 3   
|Item 2.    | Description of Property.                                                                                               | 15  
|Item 3.    | Legal Proceedings.                                                                                                     | 15  
|Item 4.    | Submission of Matters to a Vote of Security
      Holders.                                                             | 15  
|           |                                                                                                                        |     
|PART II    |                                                                                                                        |     
|           |                                                                                                                        |     
|Item 5.    | Market for Common Equity and Related Stockholder
      Matters.                                                        | 16  
|Item 6.    | Management’s Discussion and Analysis
      or Plan of Operation.                                                       | 17  
|Item 7.    | Financial Statements.                                                                                                  | 28  
|Item 8.    | Changes in and Disagreements with Accountants
      on Accounting and Financial Disclosure.                            | 29  
|Item 8A.   | Controls and Procedures.                                                                                               | 29  
|Item 8B.   | Other Information.                                                                                                     | 29  
|           |                                                                                                                        |     
|PART III   |                                                                                                                        |     
|           |                                                                                                                        |     
|Item 9.    | Directors, Executive Officers, Promoters
      And Control Persons; Compliance with Section 16(a) of the Exchange Act. | 30  
|Item 10.   | Executive Compensation.                                                                                                | 32  
|Item 11.   | Security Ownership of Certain Beneficial
      Owners and Management and Related Stockholder Matters.                  | 36  
|Item 12.   | Certain Relationships and Related Transactions.                                                                        | 37  
|Item 13.   | Exhibits.                                                                                                              | 38  
|Item 14.   | Principal Accountant Fees and Services.                                                                                | 40  
|           |                                                                                                                        |     
|SIGNATURES | 41                                                                                                                    

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PART I

Certain statements contained in this Annual Report on Form
  10-KSB constitute "forward-looking statements". 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 advise
  you to carefully review the reports and documents we file from time to time
  with the Securities and Exchange Commission (the “SEC”), particularly
  our quarterly reports on Form 10-QSB and our current reports on Form 8-K.

As used in this Annual Report, the terms "we", "us", "our"
  and “Worldbid” mean Worldbid Corporation, unless otherwise indicated.

ITEM 1.               DESCRIPTION
  OF BUSINESS.

COMPANY OVERVIEW

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, 2005 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
  to achieve substantial financing:

| | 1. | We have maintained our staffing levels to six full-time
        contract and five part-time personnel. 
| | -- | -------------------------------------------------------------------------------------------------------
| | 2. | We have generally attempted to lower all our operating
        costs.                                  
| | 3. | We have limited 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, 2004.
  We continued our reduced operating costs while maintaining revenues during our
  fiscal year ended April 30, 2005. However, we continue to have a working capital
  deficit and we require additional financing to continue our operations.

CORPORATE ORGANIZATION

Incorporation

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

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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.

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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 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 its 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

Except for specific limited exemptions, 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.

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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.

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 1,000,000 trade leads in more
  than 1,000 separate industry categories and sub-categories. Approximately 387,000
  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 100 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 8,000 company showrooms containing
  23,000 items, 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.

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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 provides us with
  the ability to provide monetary transactions between members and have integrated
  this functionality into our Worldbid web sites.

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.

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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” 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, (ii) worldbidargentina.com, and (iii) worldbidchina.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-

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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 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;
        and                                                                                                      
|  
|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

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 $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 approximately 80% 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

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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.

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

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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.

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 are presently party to 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 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 entered into an agreement with Coble International,
        a company which 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 International
        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.                                                                

11

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|5. | We entered into a contractor agreement with Ningbo
        Free Trade Zone World E-Commercial Affairs Co. Lt. (the “Contractor”)
        pursuant to which we agreed to, among other things: (i) develop and operate
        a website entitled www.worldbidchina.com (the “China Website”);
        (ii) provide ancillary services in connection thereto including hosting,
        maintenance, providing content and artwork and programming; (iii) grant
        the Contractor an exclusive right to sell advertising for the China Website
        within certain designated areas in China and to identify itself as contractor
        for the China Website; and (iv) share revenues from the China Website
        with the Contractor. In consideration of the above, the Contractor agreed
        to provide certain marketing and promotional services in connection with
        the China Website and to pay us the following license fees: $30,000
        by March 20, 2004; $10,000 by March 20, 2005; $10,000 by March
        20, 2006; $10,000 by March 20, 2007; and $10,000 by March 20,
        2008. The agreement is for a term of 5 years subject to any written notice
        of termination provided by either party.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|6. | We entered into a web service agreement with Impexpo
        Business International (“IBI”), a company which runs a world
        trade gateway located at www.impexpobiz.com. Under this agreement, we
        agreed to assist IBI in designing and marketing a customized website at
        www.impexpobiz.worldbid.com (the “IBI Website”) based on worldbid.com.
        Pursuant to the terms of the agreement we agreed to co-host the IBI Website,
        pay a referral fee to IBI for all memberships sold on the site, and share
        revenues from advertising sold on the IBI Website. The agreement is for
        a term of one year with an automatic renewal each year thereafter subject
        to any written notice of termination provided by either party.                                                                                                                                                                                                                                                                                                                                                                                                                                                               

Online Marketing

We have minimized our on-line marketing activities during
  our fiscal year ended April 30, 2005 as part of our determination to scale back
  marketing efforts in order to reduce our operating costs. We continue to reevaluate
  the use of on-line marketing through the use of highly targeted e-mails or banner
  advertisements.

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

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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 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, ECplaza.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

13

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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,
  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.

14

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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 have reduced the space leased to approximately 100 square
  feet at a cost of $200 per month. The original lease expired February 28,
  2005 and the reduced space was leased for a six month term to expire on August
  31, 2005.

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.

None.

15

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PART II

ITEM 5.               MARKET
  FOR COMMON EQUITY AND RELATED STOCKHOLDERS MATTERS.

Market Information

Our shares are currently trading on the OTC Bulletin Board
  under the stock symbol “WBID” and on the Berlin Stock Exchange under
  the symbol “WD2”. The first day on which our 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   
|-------------------- | ------ | ------
|July 31, 2005        | $0.024 | $0.01 
|April 30, 2005       | $0.045 | $0.013
|January 31, 2005     | $0.095 | $0.035
|October 31, 2004     | $0.16  | $0.035
|July 31, 2004        | $0.10  | $0.03 
|April 30, 2004       | $0.18  | $0.07 
|January 31, 2004     | $0.25  | $0.03 
|October 31, 2003     | $0.05  | $0.02 

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 19, 2005, there were 104 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 did not complete any sales of securities without registration
  pursuant to the Securities Act of 1933 during the fiscal year ended April 30,
  2005 that have not been reported on our previous Quarterly Reports on Form 10-QSB
  during the fiscal year.

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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 since our previous fiscal year ended April 30,
  2004 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.                                                                                                     

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.

RESULTS OF OPERATIONS

2005 COMPARED TO 2004

Summary of Year End Results

|         | Year Ended April 30
|-------- | -------------------
|         | 2005               
|         |                    
|Revenue  | $370,309           
|Expenses | $479,145           
|Net Loss | $113,440           

Revenues

We had revenues of $370,309 for the year ended April 30,
  2005, compared to $413,569 for the year ended April 30, 2004, representing
  a decrease of $43,260 or 10.5% . Our revenues from sales of membership subscriptions
  to our Worldbid web sites and partnership fees for the year ended April 30,
  2005 decreased to

17

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$268,640, representing 73% of our total revenues, compared
  to $328,944 for the year ended April 30, 2004, representing 79% of revenues.
  Revenues in connection with partnership arrangements are equal to approximately
  18.4% 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 decreased to
  $10,248 for the year ended April 30, 2005 from $58,393 for the year
  ended April 30, 2004. The decrease was due to the fact that the advertising
  for the year ended 2004 was made up mainly from one contract which was not renewed
  during 2005.

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 2005.

Our revenues derived from partnership arrangements increased
  marginally in 2005 to $28,333 compared to $17,000 in 2004 and are likely
  to increase further in 2006 due to our increased efforts to pursue partnerships
  in Asia.

Operating Expenses

The major components of our expenses for the year are outlined
  in the table below:

|                                             | Year Ended April 30 |           
|-------------------------------------------- | ------------------- | ----------
|                                             | 2005                | 2004      
|Selling, general and administrative expenses | $442,612            | $919,520  
|Interest Expense                             | $19,938             | $116,881  
|Depreciation and amortization                | $16,595             | $61,211   
|Total Expenses                               | $479,145            | $1,097,612

The decrease in our operating expenses and selling, general
  and administrative expenses from $1,097,612 to $479,145 was primarily
  due to the reduction in stock based compensation expenses from $462,812
  for the year ended April 30, 2004 to $45,811 during the comparative period
  in 2005.

Exclusive of stock based compensation, our operating expenses
  decreased to $433,334 for the year ended April 30, 2005. This decrease exclusive
  of stock based compensation reflects our decision to scale back our selling
  and marketing expenses due to our limited working capital. 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 that our operating
  expenses will be maintained at the current level if we are able to maintain
  our current revenues without receiving any additional financing.

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 decreased to $19,938 for the year
  ended April 30, 2005, compared to $116,881 for the year ended April 30,
  2004, representing a decrease of $96,943 or 82.9% . 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

18

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conversion of substantial indebtedness into convertible notes
  during 2004 and 2005. We anticipate that our interest expense will decline substantially
  due the fact that the convertible notes have matured.

During the year ended April 30, 2005, we incurred amortization
  of debt discount expense of $4,604 compared to $452,878 for the year
  ended April 30, 2004, representing a decrease of $448,274. This expense
  has no impact on our cash flow.

Stock Based Compensation Expenses

We decreased our reliance on stock based compensation in order
  to fund our operations during 2005. Stock based compensation expense included
  in selling, general and administrative expenses was $45,811 compared to
  $462,812 for the year ended April 30, 2004.

We did not issue any options during the year ended April 30,
  2005. From time to time we may grant a significant number of options to purchase
  common stock to non-employees.

We recognize compensation expense in accordance with Accounting
  Principles Board Opinion No. 25. Generally, under APB No. 25 compensation expense
  is recognized for the difference between the market price of the underlying
  stock and the exercise price of the stock options. This method of accounting
  is different from the fair value method of accounting that is prescribed by
  SFAS No. 123. Had we adopted the fair value method of accounting, our total
  stock-based compensation expense would have remained the same. This pro forma
  information is disclosed in further detail in Note 8 to our financial statements
  and in the Business and Significant Accounting Policies included in our financial
  statements under the heading “Stock-Based Compensation”.

Net Loss

We recorded a net loss of $113,440 for the year ended
  April 30, 2005, compared to a loss of $1,136,921 for the year ended April
  30, 2004 representing a decrease of $1,023,481. The loss for the year ended
  April 30, 2004 includes two substantial non-cash expenses: (i) stock-based compensation
  expenses of $462,812 ($45,811 in 2005); and (ii) amortization of debt
  discount of $452,878 ($4,604 in 2005). Exclusive of stock based compensation
  expenses and amortization of debt discount we incurred a net loss of $63,025
  for the fiscal year ended April 30, 2005 compared to a net loss of $221,231.

If we are able to achieve the required financing, we anticipate
  that our operating expenses will continue to 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.

19

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LIQUIDITY AND CAPITAL RESOURCES

Cash Flows

|                                              | Year Ended April 30,
|--------------------------------------------- | --------------------
|                                              | 2005                
|Net Cash used in Operating Activities         | $685                
|Net Cash used in Investing Activities         | ($2,867)            
|Net Cash from Financing Activities            | -                   
|Net Increase (Decrease) in Cash During Period | ($12,936)           

Working Capital

|                                  |                   |                   | Percentage
|--------------------------------- | ----------------- | ----------------- | ----------
|                                  |                   |                   | Increase /
|                                  | At April 30, 2005 | At April 30, 2004 | (Decrease)
|Current Assets                    | $84,277           | $98,433           | 14.4%     
|Current Liabilities               | $334,682          | $272,397          | 18.2%     
|Working Capital Surplus (Deficit) | ($250,405)        | ($173,964)        | 43.9%     

We had cash on hand of $78,682 as at April 30, 2005, compared
  to cash on hand of $91,618 as at April 30, 2004. We had a working capital
  deficit of $250,405 as at April 30, 2005, compared to a working capital
  deficit of $173,964 as at April 30, 2004.

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, 2005. 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 $21,680 as of
  April 30, 2005. 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 $38,000 to $40,000 per month. Our current revenues are
  approximately $31,000 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 increased to approximately $15,000 per month and is primarily attributable
  to interest accruing on our 15% guaranteed convertible notes. We have paid 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

20

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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.

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, 2004 charge-backs
  of approximately $9,400 were received by us. The Bank released all remaining
  funds in December, 2003 and those funds were used to directly reduce a shareholder’s
  loan which was advanced to cover the deposit mentioned below. 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 $20,000in 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

In 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 consisted
  of the offering of up to 1,500 units. Each unit consisted of one $1,000
  15% guaranteed convertible note and 20,000 Series X share purchase warrants
  (the “Series X Share Purchase Warrants”). The offering was made
  pursuant to Regulation S of the Securities Act of 1933. The convertible notes
  were due on September 30, 2004 and bore interest at a rate of 15% per annum
  payable annually. The notes were guaranteed by Worldbid’s wholly-owned
  subsidiary Worldbid Canada Corporation (the “Subsidiary”) which
  guarantee was secured by a general security agreement charging present and future
  acquired assets of the Subsidiary. The notes were 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 had
  the option to 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 entitled 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.    

These convertible notes were issued to our creditors in consideration
  of the conversion of indebtedness owed by us in the principal amount of $250,000.
  We issued an aggregate of 1,306.5 of our 15% guaranteed convertible notes representing
  aggregate indebtedness under the convertible notes of $1,306,500. Of these
  convertible notes, a total representing aggregate indebtedness of $1,282,500
  was converted into 28,365,386 shares of our common stock to date. On December
  31, 2004 all convertible notes matured. An aggregate of $20,000 was not
  converted at that date and as at April 30, 2005 the principal and interest balance
  have not been repaid. In addition, we issued an aggregate of 14,776,500 Series
  X Share Purchase Warrants, none of which have been exercised to date. During
  the year ended April 30, 2005 warrants to purchase 33,406,500 shares of our
  common stock expired unexercised.

During the year ended April 30, 2005 we issued 100,278 shares
  of our common stock for interest due on the convertible notes amounting to $3,610.
  An amount of $4,000 was converted into 160,000 shares on December 31, 2004.
  As at April 30, 2005 these shares were not issued.

21

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OFF-BALANCE SHEET ARRANGEMENTS

We have no off-balance sheet arrangements that have or are
  reasonably likely to have a current or future effect on our financial condition,
  changes in financial condition, revenues or expenses, results of operations,
  liquidity, capital expenditures or capital resources.

CRITICAL ACCOUNTING POLICIES

Our consolidated financial statements have been prepared in
  accordance with accounting principles generally accepted in the United States
  of America. As such, some accounting policies have a significant impact on the
  amount reported in these financial statements. A summary of those significant
  accounting policies can be found under the heading “Business and Significant
  Accounting Policies” in our consolidated financial statements included
  in Item 7 of this Form 10-KSB. Note that our preparation of this Annual Report
  on Form 10-KSB requires us to make estimates and assumptions that affect the
  reported amount of assets and liabilities, disclosure of contingent assets and
  liabilities at the date of our financial statements, and the reported amounts
  of revenue and expenses during the reporting period. There can be no assurance
  that actual results will not differ from those estimates. We have identified
  certain accounting policies, described below, that are the most important to
  the portrayal of our current financial condition and results of operations.

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.

Financial Instruments and Concentration of Risk

Financial instruments that potentially subject us to concentrations
  of credit risk consist primarily of cash, accounts receivable, other receivables,
  accounts payable and accrued liabilities, and convertible notes. At April 30,
  2005 and 2004, 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.

Recent Accounting Pronouncements

In December 2004, FASB issued SFAS No. 153, “Exchanges
  of Nonmonetary Assets - An Amendment of APB Opinion No. 29”. The guidance
  in APB Opinion No. 29, “Accounting for Nonmonetary Transactions”,
  is based on the principle that exchanges of nonmonetary assets should be measured
  based on the fair value of the assets exchanged. The guidance in that Opinion,
  however, included certain exceptions to that principle. SFAS No. 153 amends
  Opinion No. 29 to eliminate the exception for nonmonetary exchanges of similar
  productive assets and replaces it with a general exception for exchanges of
  nonmonetary assets that do not have commercial substance. A nonmonetary exchange
  has commercial substance if the future cash flows of the entity are expected
  to change significantly as a result of the exchange. The provisions of SFAS
  No. 153 are effective for nonmonetary asset exchanges occurring in fiscal periods
  beginning after June 15, 2005.

22

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Early application is permitted and companies must apply the
  standard prospectively. The adoption of this standard is not expected to have
  a material effect on our results of operations or financial position.

In December 2004, the Financial Accounting Standards Board
  (FASB) issued Statement of Financial Accounting Standard (SFAS) No. 123R, “Share
  Based Payment”. SFAS 123R is a revision of SFAS No. 123 “Accounting
  for Stock-Based Compensation”, and supersedes APB Opinion No. 25, “Accounting
  for Stock Issued to Employees” and its related implementation guidance.
  SFAS 123R establishes standards for the accounting for transactions in which
  an entity exchanges its equity instruments for goods or services. It also addresses
  transactions in which an entity incurs liabilities in exchange for goods or
  services that are based on the fair value of the entity’s equity instruments
  or that may be settled by the issuance of those equity instruments. SFAS 123R
  focuses primarily on accounting for transactions in which an entity obtains
  employee services in share-based payment transactions. SFAS 123R does not change
  the accounting guidance for share-based payment transactions with parties other
  than employees provided in SFAS 123 as originally issued and Emerging Issues
  Task Force Issue No. 96-18, “Accounting for Equity Instruments That Are
  Issued to Other Than Employees for Acquiring, or in Conjunction with Selling,
  Goods or Services”. SFAS 123R does not address the accounting for employee
  share ownership plans, which are subject to AICPA Statement of Position 93-6,
  “Employers’ Accounting for Employee Stock Ownership Plans”.
  SFAS 123R requires a public entity to measure the cost of employee services
  received in exchange for an award of equity instruments based on the grant-date
  fair value of the award (with limited exceptions). That cost will be recognized
  over the period during which an employee is required to provide service in exchange
  for the award – the requisite service period (usually the vesting period).
  SFAS 123R requires that the compensation cost relating to share-based payment
  transactions be recognized in financial statements. That cost will be measured
  based on the fair value of the equity or liability instruments issued. The scope
  of SFAS 123R includes a wide range of share-based compensation arrangements
  including share options, restricted share plans, performance-based awards, share
  appreciation rights, and employee share purchase plans. Public entities (other
  than those filing as small business issuers) will be required to apply SFAS
  123R as of the first interim or annual reporting period that begins after June
  15, 2005. Public entities that file as small business issuers will be required
  to apply SFAS 123R in the first interim or annual reporting period that begins
  after December 15, 2005. For nonpublic entities, SFAS 123R must be applied as
  of the beginning of the first annual reporting period beginning after December
  15, 2005. The adoption of this standard is not expected to have a material effect
  on our results of operations or financial position.

Risks and Uncertainties

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 securities. 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.

23

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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, 2005 and April 30, 2004 totaled
  $370,309 and $413,569 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

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

24

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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, 2005, our accumulated deficit was $8,155,382.
  We sustained a $113,440 net loss for the year ended April 30, 2005. 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.

25

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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.                                                         

26

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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

Our common shares are traded on the 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 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.

27

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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, 2005 and 2004, including
  the following:

|1. | Independent Auditors’ Report of Morgan &
      Company dated July 15, 2005;             
|-- | ----------------------------------------------------------------------------------------
|   |                                                                                         
|2. | Consolidated Balance Sheets as at April 30, 2005
      and 2004.                        
|   |                                                                                         
|3. | Consolidated Statements of Operations for the years
      ended April 30, 2005 and 2004.
|   |                                                                                         
|4. | Consolidated Statements of Cash Flows for the years
      ended April 30, 2005 and 2004.
|   |                                                                                         
|5. | Consolidated Statement of Stockholders’ Deficit
      as at April 30, 2005.             
|   |                                                                                         
|6. | Notes to the Consolidated Financial Statements.                                         

28

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WORLDBID CORPORATION

CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2005 AND 2004(Stated in U.S. Dollars)



F-1

---





REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



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, 2005 and 2004, and the related consolidated statements of operations,
  comprehensive loss, cash flows, and stockholders’ deficit for the two
  years period ended April 30, 2005 and 2004. These financial statements are the
  responsibility of the Company's management. Our responsibility is to express
  an opinion on these financial statements based on our audits.

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

In our opinion, these consolidated financial statements referred to above
  present fairly, in all material respects, the consolidated financial position
  of the Company as at April 30, 2005 and 2004, and the consolidated results of
  its operations and its cash flows for the two years period ended April 30, 2005
  and 2004, in conformity with United States generally accepted accounting principles.

The accompanying consolidated financial statements have been prepared assuming
  that the Company will continue as a going concern. As discussed in Note 1(b)
  to the consolidated 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 consolidated financial statements
  do not include any adjustments that might result from the outcome of this uncertainty.

|Vancouver, Canada | “Morgan & Company”   
|----------------- | ---------------------
|July 15, 2005     | 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            

---

WORLDBID CORPORATION

CONSOLIDATED BALANCE SHEETS(Stated in U.S. Dollars)

|                                                     |   | APRIL 30   |  
|---------------------------------------------------- | - | ---------- | -
|                                                     |   | 2005       |  
|                                                     |   |            |  
|ASSETS                                               |   |            |  
|Current                                              |   |            |  
|Cash and cash equivalents                            | $ | 78,682     |  
|Trade accounts receivable                            |   | 1,984      |  
|Receivables, other                                   |   | 3,611      |  
|                                                     |   | 84,277     |  
|Security Deposits                                    |   | 29,645     |  
|Equipment(Note 2)                                    |   | 1,617      |  
|Intangible Assets(Note 3)                            |   | -          |  
|                                                     |   |            |  
|                                                     | $ | 115,539    |  
|                                                     |   |            |  
|LIABILITIES                                          |   |            |  
|Current                                              |   |            |  
|Accounts payable and accrued liabilities             | $ | 274,717    |  
|Shareholder loans (Note 4)                           |   | 21,680     |  
|Deferred income                                      |   | 18,285     |  
|Notes payable (Note 5)                               |   | 20,000     |  
|                                                     |   | 334,682    |  
|                                                     |   |            |  
|Convertible Notes(Note 6)                            |   | -          |  
|                                                     |   |            |  
|STOCKHOLDERS’ DEFICIENCY                             |   |            |  
|Capital Stock(Notes 7 and 8)                         |   |            |  
|Authorized:                                          |   |            |  
|500,000,000
      common shares, par value $0.001    |   |            |  
|100,000,000
      preferred shares, par value $0.001 |   |            |  
|Issued:                                              |   |            |  
|126,194,694
      (2004 – 126,094,416) common shares |   | 126,194    |  
|                                                     |   |            |  
|Additional Paid-In Capital                           |   | 7,810,678  |  
|Contributed Surplus                                  |   | 38,200     |  
|Deferred Stock Compensation                          |   | -          |  
|Deficit                                              |   | (8,155,382 | )
|Accumulated Other Comprehensive Income (Loss)        |   | (38,833    | )
|                                                     |   | (219,143   | )
|                                                     |   |            |  
|                                                     | $ | 115,539    |  

Commitments And Contingencies (Note 9)

See accompanying notes to the consolidated financial statements

F-3

---

WORLDBID CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS(Stated in U.S. Dollars)

|                                                   |   | YEARS ENDED APRIL 30 |  
|-------------------------------------------------- | - | -------------------- | -
|                                                   |   | 2005                 |  
|                                                   |   |                      |  
|Revenues                                           | $ | 370,309              |  
|                                                   |   |                      |  
|Expenses                                           |   |                      |  
|Selling, general and administrative
      expenses |   | 442,612              |  
|Interest expense                                   |   | 19,938               |  
|Depreciation and amortization                      |   | 16,595               |  
|                                                   |   | 479,145              |  
|                                                   |   |                      |  
|Loss Before The Following                          |   | (108,836             | )
|                                                   |   |                      |  
|Amortization Of Debt Discount                      |   | (4,604               | )
|                                                   |   |                      |  
|Net Loss                                           | $ | (113,440             | )
|                                                  
|Loss Per
      Share, basic and diluted            | $ | (0.01                | )
|                                                  
|Weighted Average Number Of Common Shares           |   |                      |  
|Outstanding,
      basic and diluted               |   | 126,152,911          |  

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

|                                        |   | YEARS ENDED APRIL 30 |  
|--------------------------------------- | - | -------------------- | -
|                                        |   | 2005                 |  
|                                        |   |                      |  
|Net Loss                                | $ | (113,440             | )
|                                        |   |                      |  
|Comprehensive Loss                      |   |                      |  
|Foreign currency translation adjustment |   | (10,754              | )
|                                        |   |                      |  
|Comprehensive
      Loss                | $ | (124,194             | )

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 |  
|----------------------------------------------------- | - | -------------------- | -
|                                                      |   | 2005                 |  
|                                                     
|                                                     
|Cash Flows From Operating Activities                  |   |                      |  
|Net loss for the year                                 | $ | (113,440             | )
|                                                     
|Adjustments To Reconcile Net Loss to Net Cash Used By |   |                      |  
|Operating Activities                                  |   |                      |  
|Amortization
      of debt discount                   |   | 4,604                |  
|Amortization
      and depreciation                   |   | 16,595               |  
|Stock
      based compensation                        |   | 45,811               |  
|                                                     
|Changes in operating assets and liabilities:          |   |                      |  
|Accounts
      receivable                             |   | (682                 | )
|Receivables,
      other                              |   | 1,902                |  
|Accounts
      payable and accrued expenses           |   | 82,443               |  
|Deferred
      income                                 |   | (36,548              | )
|                                                      |   | 685                  |  
|                                                     
|Cash Flows From Investing Activities                  |   |                      |  
|Acquisition of equipment                              |   | (2,023               | )
|Security deposits                                     |   | (844                 | )
|                                                      |   | (2,867               | )
|                                                     
|Cash Flows From Financing Activity                    |   |                      |  
|Proceeds from shareholder loans,
      net            |   | -                    |  
|                                                     
|Effect Of Exchange Rate Changes On Cash               |   | (10,754              | )
|                                                     
|Net Increase In Cash And Cash Equivalents             |   | (12,936              | )
|                                                     
|Cash And Cash Equivalents, Beginning Of Year          |   | 91,618               |  
|                                                     
|Cash And
      Cash Equivalents, End Of Year          | $ | 78,682               |  
|                                                     
|                                                     
|Supplementary Cash Flow Information                   |   |                      |  
|Taxes paid                                            | $ | -                    |  
|Interest
      paid                                   |   | 1,625                |  

See accompanying notes to the consolidated financial statements

F-5

---

WORLDBIDCORPORATION

CONSOLIDATEDSTATEMENTOFSTOCKHOLDERS’DEFICIT

APRIL 30, 2005(Stated in U.S. Dollars)

|                         |              |  |   |         |  |   |             |  |   |               |   |   | ACCUMULATED |   |   |              |   |   |               |  |   |            |  
|------------------------ | ------------ |  | - | ------- |  | - | ----------- |  | - | ------------- | - | - | ----------- | - | - | ------------ | - | - | ------------- |  | - | ---------- | -
|                         |              |  |   |         |  |   | ADDITIONAL  |  |   |               |   |   | OTHER       |   |   | DEFERRED     |   |   |               |  |   | TOTAL      |  
|                         | COMMON STOCK |  |   | PAID-IN |  |   | ACCUMULATED |  |   | COMPREHENSIVE |   |   | STOCK       |   |   | CONTRIBUTED  |   |   | STOCKHOLDERS’ | 
|                         | SHARES       |  |   | AMOUNT  |  |   | CAPITAL     |  |   | DEFICIT       |   |   | LOSS        |   |   | COMPENSATION |   |   | SURPLUS       |  |   | DEFICIT    |  
|                        
|Balance, April 30, 2003  | 94,081,441   |  | $ | 94,081  |  | $ | 6,201,248   |  | $ | (6,905,021    | ) | $ | (21,401     | ) | $ | -            |   | $ | 38,200        |  | $ | (592,893   | )
|                        
|Beneficial conversion    |              |  |   |         |  |   |             |  |   |               |   |   |             |   |   |              |   |   |               |  |   |            |  
|feature                  | -            |  |   | -       |  |   | 211,010     |  |   | -             |   |   | -           |   |   | -            |   |   | -             |  |   | 211,010    |  
|Warrants issued          | -            |  |   | -       |  |   | 38,990      |  |   | -             |   |   | -           |   |   | -            |   |   | -             |  |   | 38,990     |  
|Stock –based             |              |  |   |         |  |   |             |  |   |               |   |   |             |   |   |              |   |   |               |  |   |            |  
|compensation             | -            |  |   | -       |  |   | 508,623     |  |   | -             |   |   | -           |   |   | (45,811      | ) |   | -             |  |   | 462,812    |  
|Common shares issued on  |              |  |   |         |  |   |             |  |   |               |   |   |             |   |   |              |   |   |               |  |   |            |  
|debt conversion          | 28,365,386   |  |   | 28,365  |  |   | 709,135     |  |   | -             |   |   | -           |   |   | -            |   |   | -             |  |   | 737,500    |  
|Common shares issued for |              |  |   |         |  |   |             |  |   |               |   |   |             |   |   |              |   |   |               |  |   |            |  
|interest payable         | 3,647,589    |  |   | 3,648   |  |   | 134,162     |  |   | -             |   |   | -           |   |   | -            |   |   | -             |  |   | 137,810    |  
|Foreign exchange         |              |  |   |         |  |   |             |  |   |               |   |   |             |   |   |              |   |   |               |  |   |            |  
|translation adjustment   | -            |  |   | -       |  |   | -           |  |   | -             |   |   | (6,678      | ) |   | -            |   |   | -             |  |   | (6,678     | )
|Net loss                 | -            |  |   | -       |  |   | -           |  |   | (1,136,921    | ) |   | -           |   |   | -            |   |   | -             |  |   | (1,136,921 | )
|                        
|Balance, April 30, 2004  | 126,094,416  |  |   | 126,094 |  |   | 7,803,168   |  |   | (8,041,942    | ) |   | (28,079     | ) |   | (45,811      | ) |   | 38,200        |  |   | (148,370   | )
|                        
|Common shares issued for |              |  |   |         |  |   |             |  |   |               |   |   |             |   |   |              |   |   |               |  |   |            |  
|interest payable         | 100,278      |  |   | 100     |  |   | 3,510       |  |   | -             |   |   | -           |   |   | -            |   |   | -             |  |   | 3,610      |  
|Shares to be issued      |              |  |   |         |  |   |             |  |   |               |   |   |             |   |   |              |   |   |               |  |   |            |  
|(Note 6)                 | -            |  |   | -       |  |   | 4,000       |  |   | -             |   |   | -           |   |   | -            |   |   | -             |  |   | 4,000      |  
|Stock - based            |              |  |   |         |  |   |             |  |   |               |   |   |             |   |   |              |   |   |               |  |   |            |  
|compensation             | -            |  |   | -       |  |   | -           |  |   | -             |   |   | -           |   |   | 45,811       |   |   | -             |  |   | 45,811     |  
|Foreign exchange         |              |  |   |         |  |   |             |  |   |               |   |   |             |   |   |              |   |   |               |  |   |            |  
|translation adjustment   | -            |  |   | -       |  |   | -           |  |   | -             |   |   | (10,754     | ) |   | -            |   |   | -             |  |   | (10,754    | )
|Net loss                 |              |  |   |         |  |   |             |  |   | (113,440      | ) |   |             |   |   |              |   |   |               |  |   | (113,440   | )
|                        
|Balance, April 30, 2005  | 126,194,694  |  | $ | 126,194 |  | $ | 7,810,678   |  | $ | (8,155,382    | ) | $ | (38,833     | ) | $ | -            |   | $ | 38,200        |  | $ | (219,143   | )

See accompanying notes to the consolidated financial statements

F-6

---

WORLDBID CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2005 AND 2004(Stated in U.S. Dollars)

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

F-7

---

WORLDBID CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2005 AND 2004(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, 2005 AND 2004(Stated in U.S. Dollars)

|1. | BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES(Continued)
|-- | -------------------------------------------------------
|  
|   | h)                                                     
|  
|   |                                                        
|  
|   |                                                        
|  
|   | i)                                                     
|  
|   |                                                        
|  
|   |                                                        
|  
|   | j)                                                     
|  
|   |                                                        

F-9

---

WORLDBID CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2005 AND 2004(Stated in U.S. Dollars)

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

F-10

---

WORLDBID CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2005 AND 2004(Stated in U.S. Dollars)

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

F-11

---

WORLDBID CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2005 AND 2004(Stated in U.S. Dollars)

|2. | EQUIPMENT                       |   |          |   |   |          |  
|-- | ------------------------------- | - | -------- | - | - | -------- | -
|   |                                 |   |          |   |   |          |  
|   |                                 |   | 2005     |   |   | 2004     |  
|   |                                 |   |          |   |   |          |  
|   | Computer equipment and software | $ | 158,093  |   | $ | 156,072  |  
|   | Office equipment                |   | 7,752    |   |   | 7,752    |  
|   |                                 |   | 165,847  |   |   | 163,824  |  
|   | Less: Accumulated depreciation  |   | (164,230 | ) |   | (160,625 | )
|   |                                 |   |          |   |   |          |  
|   |                                 | $ | 1,617    |   | $ | 3,559    |  

|3. | INTANGIBLE ASSETS
      Intangible assets consist of the following: |   |          |   |   |          |  
|-- | ------------------------------------------------------------------- | - | -------- | - | - | -------- | -
|   |                                                                     |   |          |   |   |          |  
|   |                                                                     |   | 2005     |   |   | 2004     |  
|  
|   | Website                                                             | $ | 151,898  |   | $ | 151,898  |  
|   | Mailing list                                                        |   | 50,514   |   |   | 50,514   |  
|   | Domain names                                                        |   | 23,532   |   |   | 23,532   |  
|   |                                                                     |   | 225,944  |   |   | 225,944  |  
|   | Accumulated amortization                                            |   | (225,944 | ) |   | (213,314 | )
|  
|   |                                                                     | $ | -        |   | $ | 12,630   |  

|   |                                                                                                                                                                                                                                                                    
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4. | SHAREHOLDER LOANS                                                                                                                                                                                                                                                  
|  
|   | Shareholder loans are unsecured, payable on demand,
        and bear interest at an annual rate of 10%.                                                                                                                                                            
|  
|5. | NOTES PAYABLE                                                                                                                                                                                                                                                      
|  
|   | The notes are due upon demand, 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. (See Note 6)

F-12

---

WORLDBID CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2005 AND 2004(Stated in U.S. Dollars)

|6. | 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 entitled the holder to purchase one additional
        share at a price of $0.15 per share up to December 31, 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. On September 30, 2004, the term was extended to
        December 31, 2004.
      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.
      The Company allocated the proceeds from the sale of
        the convertible notes and the share purchase warrants between the convertible
        notes and the warrants based on their relative fair values at the time
        of each portion of the unit offering. The fair value of the warrants was
        calculated using the Black-Scholes option pricing model with the following
        variables: interest rate of 2.5%, volatility of 182% - 210%, dividend
        yield of nil % and a term of one year. After allocating the convertible
        notes proceeds, the Company calculated the embedded conversion price and
        used it to measure the intrinsic value of the embedded conversion option.
        As the conversion price was less than the fair market value of the Company
        stock as of the date of the transaction, beneficial conversion was recorded.
      As at April 30, 2005 and 2004, the following convertible
        notes were outstanding:
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |                                           |   | 2005 |  |   | 2004   |  
| | ----------------------------------------- | - | ---- |  | - | ------ | -
| |                                           |   |      |  |   |        |  
| | Face value                                | $ | -    |  | $ | 24,000 |  
| | Less proceeds allocated to warrants       |   | -    |  |   | (3,743 | )
| |                                           |   |      |  |   |        |  
| | Allocated fair value of convertible notes |   | -    |  |   | 20,257 |  
| |                                           |   |      |  |   |        |  
| | Less discount from beneficial conversion  |   | -    |  |   | (861   | )
| |                                           |   |      |  |   |        |  
| |                                           | $ | -    |  | $ | 19,396 |  

F-13

---

WORLDBID CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2005 AND 2004(Stated in U.S. Dollars)

|6. | CONVERTIBLE NOTES(Continued)                                                                                                                                                                                                                                                                                                                                                                                           
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | During the year ended April 30, 2004,
        the Company completed the sale of 250 units of convertible notes for total
        proceeds of $250,000. Proceeds from the issue of convertible notes
        included $225,000 in amounts due to related parties and $25,000
        in amounts due to creditors converted to notes.                                                                                    
|  
|   | During the year ended April 30, 2004,
        the Company issued 28,365,386 shares of common stock at a value of $137,810
        on the conversion of 737.5 units of 15% convertible notes. Of the shares
        issued, 8,653,846 were issued to directors of the Company. The Company
        also issued 3,647,587 shares of common stock for interest due on the convertible
        notes amounting to $137,810.
|  
|   | During the year ended April 30, 2005,
        the Company issued 100,278 shares of common stock for interest due on
        the convertible notes amounting to $3,610.                                                                                                                                                                                                                                                 
|  
|   | An amount of $4,000 was converted
        to 160,000 common shares on December 31, 2004. As at April 30, 2005, these
        shares have not been issued and $4,000 is included in additional paid-in
        capital.                                                                                                                                                                                                 
|  
|   | On December 31, 2004, all convertible
        notes matured. An aggregate of $20,000 was not converted at that date
        and as at April 30, 2005, the principal and interest balance has not been
        repaid.                                                                                                                                                                                                  
|  
|7. | CAPITAL STOCK                                                                                                                                                                                                                                                                                                                                                                                                          
|  
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                     
|  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                        
|  
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                     
|  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                        
|  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                        

F-14

---

WORLDBID CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2005 AND 2004(Stated in U.S. Dollars)

|7. | CAPITAL STOCK(Continued)
|-- | ------------------------
|  
|   | b)                      
|  
|   |                         
|  

WEIGHTEDRANGE
      NUMBER
      WEIGHTED
      AVERAGEOF
      OF
      AVERAGE
      REMAININGEXERCISE
      WARRANTS
      EXERCISE
      CONTRACTUALPRICE
      OUTSTANDING
      PRICE
      LIFE$0.02-$0.03
      2,500,000
      $0.02
      0.42 years


|8. | STOCK OPTION PLAN
      On January 2, 2004, the Company adopted the 2004 Stock
        Incentive 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 12,500,000 shares of common stock.
      During the year ended April 30, 2004, the Company granted
        stock options to directors, employees and consultants to purchase 10,150,000
        shares of common stock of the Company at prices ranging from $0.075
        to $0.11 per share. All options vest at grant date except for 1,900,000
        which vested rateably over a two year period up to January 2, 2005.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

WORLDBID CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2005 AND 2004(Stated in U.S. Dollars)

|8. | STOCK OPTION PLAN(Continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | The Company accounts 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. Had
        compensation cost for the Company’s stock option plans and its stock
        purchase plan been determined based on the fair value at the grant dates
        for awards under those plans consistent with the method of SFAS No. 123,
        “Accounting for Stock-Based Compensation”, the Company’s
        net income (loss) and net income (loss) per common share for the years
        ended April 30, 2004 and 2003 would have been the pro forma amounts indicated
        below:
|  

| |                                                     |   | 2005     |   |   | 2004       |  
| | --------------------------------------------------- | - | -------- | - | - | ---------- | -
| |                                                     |   |          |   |   |            |  
| | Net loss, as reported                               | $ | (113,440 | ) | $ | (1,136,921 | )
| |                                                     |   |          |   |   |            |  
| | Add: Stock based compensation expense included in   |   |          |   |   |            |  
| | net loss, as reported                               |   | 45,811   |   |   | 46,2812    |  
| |                                                     |   |          |   |   |            |  
| | Deduct: Stock based compensation expense            |   |          |   |   |            |  
| | determined under fair value
      method            |   | (45,811  | ) |   | (751,135   | )
| |                                                     |   |          |   |   |            |  
| | Net loss, pro-forma                                 | $ | (113,440 | ) | $ | (1,425,244 | )
| |                                                     |   |          |   |   |            |  
| | Net loss per share (basic and diluted), as reported | $ | (0.01    | ) | $ | (0.01      | )
| |                                                     |   |          |   |   |            |  
| | Net loss per share (basic and diluted), pro-forma   | $ | (0.01    | ) | $ | (0.03      | )

| | The fair value of options granted during the period
        was estimated at the date of grant using the Black-Scholes option pricing
        model with the following assumptions: risk free interest rate of nil (2004
        - 3.0%), expected volatility of nil (2004 - 180%), an expected option
        life of nil (2004 - two years), and no expected dividends.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

F-16

---

WORLDBID CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2005 AND 2004(Stated in U.S. Dollars)

|8. | STOCK OPTION PLAN(Continued)                        
|-- | ----------------------------------------------------
|  
|   | Option activity during 2005 and 2004 was as follows:
|  

| |                                            |            |   |          |  | WEIGHTED    | 
| | ------------------------------------------ | ---------- | - | -------- |  | ----------- | 
| |                                            |            |   |          |  | AVERAGE     | 
| |                                            |            |   |          |  | REMAINING   | 
| |                                            | NUMBER     |   |          |  | CONTRACTUAL | 
| |                                            | OF         |   | EXERCISE |  | LIFE        | 
| |                                            | OPTIONS    |   | PRICE    |  | (YEARS)     | 
|
| | Balance, April 30, 2003                    | 810,000    |   | $ 0.75   |  | 6.8         | 
| |                                            |            |   |          |  |             | 
| | Granted                                    | 10,150,000 |   | 0.08     |  | 1.75        | 
| | Cancelled                                  | (810,000   | ) | 0.75     |  | -           | 
|
| | Balance, April 30, 2004 and April 30, 2003 | 10,150,000 |   | $ 0.08   |  | 0.75        | 

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | As at April 30, 2005, all options are exercisable.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|9.  | 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.
|   
|10. | 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 37% as follows:                                                                                                                                                                                                                                                                                                                                                                                                                               
|   

| |                                                          |   | 2005    |   |   | 2004     |  
| | -------------------------------------------------------- | - | ------- | - | - | -------- | -
|
| | Expected tax expense (recovery)                          | $ | (42,000 | ) | $ | (415,000 | )
| | Change in deferred taxes due to changes in corporate tax |   |         |   |   |          |  
| | rate                                                     |   | -       |   |   | 113,000  |  
| | Non-deductible items                                     |   | 19,000  |   |   | 336,000  |  
| | Change in valuation allowance for deferred tax assets    |   | 23,000  |   |   | (34,000  | )
|
| | Actual income tax expense (recovery)                     | $ | -       |   | $ | -        |  

F-17

---

WORLDBID CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2005 AND 2004(Stated in U.S. Dollars)

|10. | INCOME TAXES(Continued)                                                                                                                                                                                                                                                                                                                                                                                                                 
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    | At April 30, 2005, the Company has cumulative operating
        loss carryforwards for income tax purposes of approximately $7,368,000
        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 2005 and 2004, and a valuation allowance has been recorded
        for the entire amount of the deferred tax asset.                                                                                                                                                     
|   
|    | Specific temporary differences that give rise to
        significant components of deferred tax assets (liabilities) as of April
        30 are as follows:                                                                                                                                                                                                                                                                             
|   

| |                                              |   | 2005       |   |   | 2004       |  
| | -------------------------------------------- | - | ---------- | - | - | ---------- | -
| |                                              |   |            |   |   |            |  
| | Operating loss carryforwards                 | $ | 2,368,000  |   | $ | 2,334,000  |  
| |                                              |   |            |   |   |            |  
| | Losses acquired on acquisition of subsidiary |   | 464,000    |   |   | 464,000    |  
| | Other                                        |   | (35,000    | ) |   | (35,000    | )
| |                                              |   |            |   |   |            |  
| | Gross deferred tax asset                     |   | 2,797,000  |   |   | 2,774,000  |  
| | Valuation allowance                          |   | (2,797,000 | ) |   | (2,774,000 | )
| |                                              |   |            |   |   |            |  
| | Net deferred tax assets                      | $ | -          |   | $ | -          |  

F-18

---

ITEM 8.              
  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

None.

ITEM 8A.             CONTROLS
  AND PROCEDURES.

|(A) | Evaluation Of Disclosure Controls And Procedures                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    | As of the end of the period covered by this report,
        we carried out an evaluation, under the supervision and with the participation
        of our principal executive officer and principal financial officer, of
        the effectiveness of the design and operation of our disclosure controls
        and procedures. Our disclosure controls and procedures are designed to
        provide a reasonable level of assurance that our disclosure control objectives
        are achieved. Our principal executive officer and principal financial
        officer has concluded that our disclosure controls and procedures are,
        in fact, effective at providing this reasonable level of assurance as
        of the period covered.
|   
|(B) | Changes In Internal Controls Over Financial Reporting                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   
|    | In connection with the evaluation of our internal
        controls during our last fiscal year ended April 30, 2005, our principal
        executive officer and principal financial officer has determined that
        there are no changes to our internal controls over financial reporting
        that has materially affected, or is reasonably likely to materially affect,
        our internal controls over financial reporting.                                                                                                                                                                                                                                                                                                               

ITEM 8B.             OTHER
  INFORMATION.

None.

29

---

PART III

ITEM 9.               DIRECTORS,
  EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 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   | 51  | Chief Executive Officer and Director           
|                 |     |                                                
|Paul Wagorn      | 36  | Chief Operating Officer and Director           
|                 |     |                                                
|Howard Thomson   | 59  | 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 is also presently a director and officer of a number of private
  companies.

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.

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.

Committees of the Board Of Directors

Our audit committee presently consists of our entire board
  of directors. We do not have a 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.

30

---

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.

Audit Committee Financial Expert

Our board of directors has determined that Mr. Anderson, a
  member of our audit committee, qualifies as a “financial expert”
  within the meaning prescribed by Item 401 of Regulation S-B by virtue of his
  professional qualification as an associate chartered accountant and his experience.
  Mr. Anderson also serves as our chief executive officer and is not independent.

Code of Ethics

We adopted a Code of Ethics applicable to our Chief Executive
  Officer, Chief Financial Officer, Corporate Controller and certain other finance
  executives, which is a "code of ethics" as defined by applicable rules of the
  SEC. Our Code of Ethics is attached to our Annual Report on Form 10-KSB for
  the year ended April 30, 2004. If we make any amendments to our Code of Ethics
  other than technical, administrative, or other non-substantive amendments, or
  grant any waivers, including implicit waivers, from a provision of our Code
  of Ethics to our chief executive officer, chief financial officer, or certain
  other finance executives, we will disclose the nature of the amendment or waiver,
  its effective date and to whom it applies in a Current Report on Form 8-K filed
  with the SEC.

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 SEC. 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,
  2005 all such filing requirements applicable to our officers, directors and
  greater than ten percent shareholders were complied with.

31

---

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                      
|Year                      
|Restricted Stock Awarded  
|Logan Anderson(1)         
|Howard Thomson(2)         
|Paul Wagorn(3)            

|(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.                                                                                                                                    

32

---

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, 2005:

|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, 2005:

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

33

---

Outstanding Stock Options

The following table shows the issued and outstanding stock options held by our named executive officers as of July 19, 2005.

|Name and Position                                                                     | Exercise Price | Number of Options | Date of Grant | Vesting Date | Expiry Date 
|------------------------------------------------------------------------------------- | -------------- | ----------------- | ------------- | ------------ | ------------
|Logan Anderson   Director and Chief
      Executive Officer  and President            | $0.075         | 1,000,000         | Jan. 8, 2004  | Jan. 8, 2004 | Jan. 8, 2006
|Howard Thomson   Director and Chief
      Financial Officer,  Treasurer and Secretary | $0.11          | 500,000           | Jan. 2, 2004  | Jan. 2, 2004 | Jan. 2, 2006
|Paul Wagorn   Director and Chief Operating
      Officer                              | $0.075         | 2,500,000         | Jan. 8, 2004  | Jan. 8, 2004 | Jan. 8, 2006

All options have been granted pursuant to our 2004 stock incentive
  plan dated January 2, 2004 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 2,350,000 shares of our common
  stock may presently be granted under the 2004 stock incentive plan.

COMPENSATION PLANS

2000 Stock Option Plan

On January 17, 2000, our 2000 Stock Option Plan was adopted
  by our board of directors. The purpose of the plan is to advance our interests
  and that of our stockholders by strengthening our ability to obtain and retain
  the services of employees, consultants, officers and directors that will contribute
  to our long-term success. The plan is administered by the stock option committee.
  The plan provides for the granting of incentive stock options and non-qualified
  stock options, and other rights to acquire stock or securities convertible into
  or redeemable for stock. The maximum number of shares of common stock authorized
  for issuance under the plan is 1,087,500. As of April 30, 2005 the number of
  un-optioned shares available for granting under the plan was Nil.

2004 Stock Incentive Plan

On January 2, 2004, we established our 2004 stock incentive
  plan (the “2004 Stock Incentive Plan”). Under the 2004 Stock Incentive
  Plan, we may grant common stock to our directors, officers, employees and consultants
  for up to 12,500,000 shares. The maximum term of the 2004 Stock Incentive Plan
  is ten years. Our board of directors will determine the terms and matters of
  any awards under the 2004 Stock Incentive Plan including the type of awards
  and the number of common shares granted. The value of the shares of common stock
  used in determining the awards shall not be less than 85% of the fair market
  value of our common shares on the date of the grant. As of April 30, 2005 the
  number of unoptioned shares available for granting of options under the plan
  was 2,350,000.

Compensation of Directors

Each of our directors is paid as a consultant to Worldbid.
  See “Executive Compensation – Employment Agreements”. In addition,
  our 2004 Stock Incentive Plan and 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

34

---

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, August 29, 2003 and April 30, 2005 to reduce
  the consultant fee that we pay to Mr. Anderson from $12,500 per month to
  $3,000 per month and to extend the term of the agreement. The amended consultant
  agreement is automatically renewable on a month to month basis 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 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 and August 29, 2003 and April 30, 2005 to reduce the consultant
  fee that we pay to Mr. Thomson from $7,500 per month to $1,500 per month
  and to extend the term of the agreement. The amended consultant agreement is
  automatically renewable on a month to month basis, 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 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. We have verbally agreed with Mr. Wagorn to extend
  his contract until April 30, 2006 on the same terms and conditions.

35

---

ITEM 11.             SECURITY
  OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
  MATTERS.

The following table sets forth certain information concerning
  the number of shares of our common stock owned beneficially as of July 19, 2005
  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                                                                                                       | Amount and Nature of Beneficial
      Owner | Percentage of Common Stock(1)
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------ | ------------------------------------------- | -----------------------------
|OFFICERS AND DIRECTORS                                                                                                                                                                                                    
|Common Stock                                                                                                                                                                                                               | Logan Anderson Director and Chief Executive
      Officer and President 15 Hill Cresent   Pembroke, Bermuda                                | 49,658,575(2) Direct
      and Indirect     | 38.6%                        
|Common Stock                                                                                                                                                                                                               | Howard Thomson Director and Chief Financial
      Officer, Treasurer and Secretary 4734 South Golf Course Drive 
       Blaine, Washington | 1,587,743(3) Direct
      and Indirect      | *                            
|Common Stock                                                                                                                                                                                                               | Paul Wagorn  Director and Chief Operating
      Officer   #2 – 2251 Belmont Avenue   Victoria, British
      Columbia, Canada              | 2,500,000(4) Indirect                       | 1.9%                         
|Common Stock                                                                                                                                                                                                               | All Officers and Directors as a Group (3 persons)                                                                                          | 53,746,318       Direct
      and Indirect  | 39.4%                        
|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, as disclosed above.

| | *   | Less than 1%.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (1) | Based on 126,014,016 shares of our common stock issued
        and outstanding as of July 19, 2005. 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 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 July 19, 2005.
| | (2) | Includes 48,658,575 shares held by Logan Anderson,
        1,000,000 shares that are immediately acquirable upon the exercise of
        stock options by Logan Anderson within 60 days of July 19, 2005.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (3) | Includes 1,087,743 shares held by Howard Thomson,
        500,000 shares that are immediately acquirable upon the exercise of stock
        options by Howard Thomson within 60 days of July 19, 2005.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

36

---

| | (4) | Consists of 2,500,000 shares that are immediately acquirable upon the
      exercise of stock options by Paul Wagorn within 60 days of July 19, 2005.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                      

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 currently have two equity compensation plans under which
  shares of our common stock have been authorized for issuance to our officers,
  directors, employees and eligible consultants. These equity compensation plans
  include our 2000 Stock Option Plan and our 2004 Stock Incentive Plan. We filed
  a registration statement on Form S-8 under the Securities Act, to register the
  12,500,000 shares of our common stock granted under the 2004 Stock Incentive
  Plan on April 27, 2004. Our 2000 Stock Option Plan and 2004 Stock Incentive
  Plans have not been approved by our stockholders.

The following summary information is presented for our 2000
  Stock Option Plan and 2004 Stock Incentive Plan on an aggregate basis as of
  April 30, 2005. For a more detailed discussion, please refer to Note 8 to our
  financial statements attached to this annual report.

|                                                                 | Number of Securities
       to be Issued Upon
      Exercise of Outstanding Options | Weighted-Average
       Exercise Price of Outstanding
      Options | 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           | Nil                                                                                 | N/A                                                                 | N/A                                                                                                                                                           
|Equity Compensation Plans Not Approved By Security
      Holders | 10,150,000 Shares of Common Stock                                                   | $0.08 per Share of Common
      Stock                               | 2,350,000 Shares                                                                                                                                              

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 we
  are 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

37

---

|(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.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Compensation of Directors

Each of our directors is paid as a consultant to Worldbid.
  See “Executive Compensation – Employment Agreements”. In addition,
  our 2004 Stock Incentive Plan and 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.

Stock Options

We have granted incentive stock options to our officers and
  directors. See “Executive Compensation – Outstanding Stock Options”
  above.

Loans from Insiders

During the year ended April 30, 2005, Mr. Anderson converted
  indebtedness outstanding in the amount of $195,000 into 15% guaranteed convertible
  notes in the principal amount of $195,000 and 3,900,000 Series X Share Purchase
  Warrants. As at April 30, 2005, $21,680 of shareholders loans advanced to
  us by Mr. Anderson were outstanding. The loans are unsecured, bear interest
  at the rate of 10% per annum and are payable on demand.

ITEM 13.             EXHIBITS.

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

|Exhibit | Description of Exhibit                                                                                            
|------- | ------------------------------------------------------------------------------------------------------------------
|Number  |                                                                                                                   
|        |                                                                                                                   
|3.1     | Articles of Incorporation(1)                                                                                      
|        |                                                                                                                   
|3.2     | Certificate of Amendment of
        Articles of Incorporation(1)                                                  
|        |                                                                                                                   
|3.3     | By-Laws of the Company(1)                                                                                         
|        |                                                                                                                   
|3.4     | Certificate of Amendment of
        Articles of Incorporation(2)                                                  
|        |                                                                                                                   
|3.5     | Certificate of Amendment of
        Articles of Incorporation(7)                                                  
|        |                                                                                                                   
|4.1     | Specimen Stock Certificate(1)                                                                                     
|        |                                                                                                                   
|4.2     | Form of 15% Guaranteed Convertible
        Notes(3)                                                               
|        |                                                                                                                   
|4.3     | Form of Series X Share Purchase
        Warrant(3)                                                                
|        |                                                                                                                   
|4.4     | 2000 Stock Option Plan(2)                                                                                         
|        |                                                                                                                   
|4.5     | 2004 Stock Option Plan(9)                                                                                         
|        |                                                                                                                   
|10.1    | Executive Consultant Agreement
        dated September 1, 2001 between Worldbid and Logan Anderson(4)             
|        |                                                                                                                   
|10.2    | Executive Consultant Agreement
        dated September 1, 2001 between Worldbid and Howard Thomson(4)             
|        |                                                                                                                   
|10.3    | Memorandum of Agreement dated
        September 18, 2002 between Worldbid and City of London Group PLC
        (5)

38

---

|Exhibit | Description of Exhibit                                                                                                                                                                
|------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  |                                                                                                                                                                                       
|        |                                                                                                                                                                                       
|10.4    | Amendment to Executive Consultant
        Agreement dated November 1, 2002 between Worldbid and  Logan Anderson(6)                                                                    
|        |                                                                                                                                                                                       
|10.5    | Amendment to Executive Consultant
        Agreement dated November 1, 2002 between Worldbid and  Howard Thomson(6)                                                                    
|        |                                                                                                                                                                                       
|10.6    | Amendment to Executive Consultant
        Agreement dated for reference August 29, 2003 between  Worldbid and
        Logan Anderson(10)                                              
|        |                                                                                                                                                                                       
|10.7    | Amendment to Executive Consultant
        Agreement dated for reference August 29, 2003 between  Worldbid and
        Howard Thomson(10)                                              
|        |                                                                                                                                                                                       
|10.8    | Amendment
        to Executive Consultant Agreement dated for reference April 30, 2005 between 
        Worldbid and Logan Anderson                                                   
|        |                                                                                                                                                                                       
|10.9    | Amendment
        to Executive Consultant Agreement dated for reference April 30, 2005 between 
        Worldbid and Howard Thomson                                                   
|        |                                                                                                                                                                                       
|14.1    | Code of Ethics(10)                                                                                                                                                                    
|        |                                                                                                                                                                                       
|21.1    | List
        of Subsidiaries                                                                                                                                                          
|        |                                                                                                                                                                                       
|23.1    | Consent
        of Morgan & Company                                                                                                                                                   
|        |                                                                                                                                                                                       
|31.1    | Certification
        of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
        Act of 2002                                                                    
|        |                                                                                                                                                                                       
|31.2    | Certification
        of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
        Act of 2002                                                                    
|        |                                                                                                                                                                                       
|32.1    | Certification
        of Chief Executive Officer pursuant to pursuant to 18 U.S.C. Section 1350,
        as adopted  pursuant to Section 906 of the Sarbanes-Oxley Act of
        2002
|        |                                                                                                                                                                                       
|32.2    | Certification
        of Chief Financial Officer pursuant to pursuant to 18 U.S.C. Section 1350,
        as adopted  pursuant to Section 906 of the Sarbanes-Oxley Act of
        2002

|(1)  | Incorporated by reference from our registration
        statement on Form10-SB12G/A filed with the SEC on November 30, 1999.                                 
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2)  | Incorporated by reference from our Quarterly Report
        on Form 10-QSB filed with the SEC on December 15, 2000.                                          
|(3)  | Incorporated by reference from our Quarterly Report
        on Form 10-QSB filed with the SEC on December 24, 2001.                                          
|(4)  | Incorporated by reference from our Annual Report
        on Form 10-KSB filed with the SEC on August 13, 2002.                                               
|(5)  | Incorporated by reference from our Quarterly Report
        on Form 10-QSB filed with the SEC on September 23, 2002.                                         
|(6)  | Incorporated by reference from our Quarterly Report
        on Form 10-QSB filed with the SEC on March 17, 2003.                                             
|(7)  | Filed as an Exhibit to our Quarterly Report on Form
        10-QSB for the six months ended October 31, 2003 filed with the SEC on
        December 15, 2003.
|(8)  | Filed as an Exhibit to our Quarterly Report on Form
        10-QSB for the nine months ended January 31, 2004 filed with the SEC on
        March 16, 2004.  
|(9)  | Filed as an Exhibit to our Registration Statement
        on Form S-8, filed with the SEC on April 27, 2004.                                                 
|(10) | Filed as an Exhibit to our Annual Report on Form
        10-KSB for the year ended April 30, 2005 filed with the SEC on July 30,
        2004.               

39

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ITEM 14.             PRINCIPAL
  ACCOUNTANT FEES AND SERVICES.

Audit Fees

The aggregate fees billed for the two most recently completed
  fiscal years ended April 30, 2005 and April 30, 2004 for professional services
  rendered by the principal accountant for the audit of our annual financial statements
  and review of the financial statements included our Quarterly Reports on Form
  10-QSB and services that are normally provided by the accountant in connection
  with statutory and regulatory filings or engagements for these fiscal periods
  were as follows:

|                   | Year Ended April 30, 2005 | Year Ended April 30, 2004
|------------------ | ------------------------- | -------------------------
|Audit Related Fees | $14,413                   | $12,080                  
|Tax Fees           | $0                        | $0                       
|All Other Fees     | $0                        | $0                       
|Total              | $14,413                   | $12,080                  

Our audit committee pre-approves all non-audit services to
  be performed by our principal accountant.

40

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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 B. Anderson                
|                     | LOGAN B. ANDERSON                    
|                     | President and Chief Executive Officer
|                     | Director                             
|                     | Date: August 11, 2005                

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

|By: | /s/ Logan B. Anderson                                                | 
|--- | -------------------------------------------------------------------- | 
|    | LOGAN B. ANDERSON                                                    | 
|    | President and Chief Executive Officer                                | 
|    | (Principal Executive Officer)                                        | 
|    | Director                                                             | 
|    | Date: August 11, 2005                                                | 
|    |                                                                      | 
|    |                                                                      | 
|    |                                                                      | 
|    |                                                                      | 
|By: | /s/ Howard Thomson                                                   | 
|    | HOWARD THOMSON                                                       | 
|    | Secretary, Treasurer and Chief Financial Officer                     | 
|    | (Principal Financial Officer and Principal Accounting
      Officer) | 
|    | Director                                                             | 
|    | Date: August 11, 2005                                                | 
|    |                                                                      | 
|    |                                                                      | 
|    |                                                                      | 
|    |                                                                      | 
|By: | /s/ Paul Wagorn                                                      | 
|    | PAUL WAGORN                                                          | 
|    | Chief Operating Officer                                              | 
|    | Director                                                             | 
|    | Date: August 11, 2005                                                | 

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