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**UNITED STATES****SECURITIES AND EXCHANGE COMMISSION**
  Washington, D.C. 20549

FORM 10-K

(Mark One)

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

For the fiscal year ended April 30, 2008

[   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____ to _____

Commission File Number000-26729

ROYALITE PETROLEUM COMPANY
INC.(Exact name of registrant as specified in its
charter)

|NEVADA                                                             | 88-0427619                                     
|------------------------------------------------------------------ | -----------------------------------------------
|State or other jurisdiction of incorporation or
      organization | (I.R.S. Employer Identification No.)           
|                                                                   |                                                
|1200 Nueces Street                                                 |                                                
|Austin, TX                                                         | 78701                                          
|(Address of principal executive offices)                           | (Zip Code)                                     
|                                                                   |                                                
|Registrant's telephone number, including area code:                | (512) 478-8900                                 
|                                                                   |                                                
|Securities registered pursuant to Section 12(b) of the
      Act:  | NONE.                                          
|                                                                   |                                                
|Securities registered pursuant to Section 12(g) of the
      Act:  | Common Stock, $0.001 Par Value Per
      Share.

Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined by Rule 405 of the Securities Act. Yes [ 
 ]   No [X]

Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ 
 ]   No [X]

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

Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K (s229.405 of this chapter) is not
contained herein, and will not 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-K or any amendment to this Form 10-K.
[   ]

Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, or a
smaller reporting company. See the definitions of large accelerated filer,
accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act.

|Large accelerated filer [   ]                       | Accelerated
      filer                      [  
      ]
|--------------------------------------------------- | --------------------------------------------------------
|Non-accelerated filer   [   ]                       | Smaller reporting company [X]                           
|(Do not check if a smaller reporting
      company) |                                                         

Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Act). Yes [   ]   No [X]

State the aggregate market value of the voting and non-voting
common equity held by non-affiliates computed by reference to the price at
which the common equity was sold, or the average bid and asked price of such
common equity, as of the last business day of the registrants most recently
completed second fiscal quarter: $17,759,019 based on a price of
$0.625,being the average of the closing bid and ask
price for the Registrants common stock as quoted on the OTCBulletin Board on October 31, 2007.

Indicate the number of shares outstanding of each of the
registrants classes of common stock, as of the latest practicable date.
As of August 6, 2008, the Registrant had 96,864,054 shares of common stock
outstanding.

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ROYALITE PETROLEUM COMPANY INC.

ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED APRIL 30,
2008

TABLE OF CONTENTS

|           |           |                                                                                                                     | PAGE
|---------- | --------- | ------------------------------------------------------------------------------------------------------------------- | ----
|           |           |                                                                                                                     |     
|           | PART I    |                                                                                                                     | 3   
|           |           |                                                                                                                     |     
|           | ITEM 1.   | BUSINESS                                                                                                            | 3   
|           |           |                                                                                                                     |     
|           | ITEM 1A.  | RISK FACTORS.                                                                                                       | 7   
|           |           |                                                                                                                     |     
|           | ITEM 2.   | PROPERTIES                                                                                                          | 13  
|           |           |                                                                                                                     |     
|           | ITEM 3.   | LEGAL PROCEEDINGS                                                                                                   | 13  
|           |           |                                                                                                                     |     
|           | ITEM 4.   | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                                                 | 14  
|           |           |                                                                                                                     |     
|PART II    | 15       
|           |           |                                                                                                                     |     
|           | ITEM 5.   | MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER
      MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. | 15  
|           |           |                                                                                                                     |     
|           | ITEM 7.   | MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
      AND RESULTS OF OPERATIONS.                        | 16  
|           |           |                                                                                                                     |     
|           | ITEM 8.   | FINANCIAL STATEMENTS AND SUPLEMENTARY DATA                                                                          | 21  
|           |           |                                                                                                                     |     
|           | ITEM 9.   | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
      AND FINANCIAL DISCLOSURE                          | 22  
|           |           |                                                                                                                     |     
|           | ITEM 9AT. | CONTROLS AND PROCEDURES.                                                                                            | 22  
|           |           |                                                                                                                     |     
|           | ITEM 9B.  | OTHER INFORMATION                                                                                                   | 23  
|           |           |                                                                                                                     |     
|PART III   | 24       
|           |           |                                                                                                                     |     
|           | ITEM 10.  | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.                                                             | 24  
|           |           |                                                                                                                     |     
|           | ITEM 11.  | EXECUTIVE COMPENSATION.                                                                                             | 26  
|           |           |                                                                                                                     |     
|           | ITEM 12.  | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
      AND RELATED STOCKHOLDER MATTERS.               | 28  
|           |           |                                                                                                                     |     
|           | ITEM 13.  | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
      INDEPENDENCE.                                    | 29  
|           |           |                                                                                                                     |     
|           | ITEM 14.  | PRINCIPAL ACCOUNTING FEES AND SERVICES.                                                                             | 31  
|           |           |                                                                                                                     |     
|           | ITEM 15.  | EXHIBITS, FINANCIAL STATEMENT SCHEDULES.                                                                            | 31  
|           |           |                                                                                                                     |     
|SIGNATURES | 33       

Page 2 of 33

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PART I

The information in this discussion contains forward-looking
statements. These forward-looking statements involve risks and uncertainties,
including statements regarding the Company's capital needs, business strategy
and expectations. Any statements contained herein that are not statements of
historical facts may be deemed to be forward-looking statements. In some cases,
you can identify forward-looking statements by terminology such as "may,"
"will," "should," "expect," "plan," "intend," "anticipate," "believe,"
"estimate, "predict," "potential" or "continue", the negative of such terms or
other comparable terminology. Actual events or results may differ materially. In
evaluating these statements, you should consider various factors, including the
risks described below, and, from time to time, in other reports the Company
files with the United States Securities and Exchange Commission (the SEC).
These factors may cause the Company's actual results to differ materially from
any forward-looking statement. The Company disclaims any obligation to publicly
update these statements, or disclose any difference between its actual results
and those reflected in these statements.

As used in this Annual Report, the terms we, us, our,
Royalite, and the Company mean Royalite Petroleum Company Inc., unless
otherwise indicated. All dollar amounts in this Annual Report are expressed in
U.S. dollars, unless otherwise indicated.

ITEM
1.              
BUSINESS.

Overview

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

We are engaged in the business of the acquisition and
exploration of oil and gas properties and prospects. Until recently, we were
also engaged in the operation of an international business-to-business and
government-to-business facilitation service, which combined proprietary software
with the power of the Internet to bring buyers and sellers together from around
the world for interactive trade (the Worldbid Operations). Currently, we hold
interests in certain oil and gas properties and prospects that we call the
Airport Leases, the Louisiana Leases and the Central Utah Hingeline Project, the
details of which are set out below under the heading Oil and Gas Exploration
Activities.

Recent Corporate Developments

The following corporate developments occurred since our third
fiscal quarter ended January 31, 2008:

|1. | Effective February 18, 2008, Michael Cass resigned as our
      Chief Executive Officer, President and as a Director. We believe that Mr.
      Casss resignation was a result of an ongoing conflict between him and the
      other directors of Royalite. In particular, Mr. Cass did not have the
      confidence of the Board of Directors with the result that the Board of
      Directors refused to enter into transactions proposed by Mr. Cass. In
      addition, the Board of Directors refused to permit Mr. Cass to pay his
      management company and an investor relations consultant in priority to
      other creditors of Royalite. In addition, Mr. Cass disagreed with the
      course of negotiations with a potential financier. Mr. Cass also cited the
      other directors lack of experience in the oil and gas industry which, in
      his view, contributed to their disagreement on his proposals. The complete
      text of Mr. Casss letter of resignation is attached as an exhibit to our
      Current Report on Form 8-K filed on February 20, 2008.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | Effective February 18, 2008, our Board of Directors
      accepted Mr. Casss resignation from all positions and appointed Mr. Logan
      B. Anderson, as interim President and Chief Executive Officer.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|2. | Effective March 31, 2008, we appointed Norris R. Harris
      as our Chief Executive Officer, Chairman and a member of our Board of
      Directors. Mr. Harris has considerable experience over the past 50 years
      in oil and gas exploration, founding and restructuring of oil and gas
      companies and in oil and gas drilling and
operations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

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|3. | On April 2, 2008, we entered into a management agreement
      with Mr. Harris. Pursuant to the terms of the management agreement, Mr.
      Harris is to be paid a management fee of $10,000 per month based on Mr.
      Harris committing 90 hours per month on our business development in
      consideration for acting as our Chairman and Chief Executive Officer and
      providing management services to us. The term of the management agreement
      is for a period of two years expiring at the close of business on March
      31, 2010, unless otherwise terminated pursuant to the terms of the
      agreement or extended by the Board.                                                                                                                                                                                                                          
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|4. | On April 2, 2008, we acquired a 70% net revenue interest
      in the Airport Leases. See Oil and Gas Exploration Activities
    below.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|5. | On April 2, 2008, we issued 50,000,000 shares of our
      common stock pursuant to May Petroleum Inc. (May) in connection with our
      acquisition of the Airport Leases. As a result of the issuance of the
      shares, May now holds approximately 51.6% of our issued and outstanding
      common stock, resulting in a change in control.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|6. | On April 11, 2008, we appointed D. James Fajack as our
      Chief Financial Officer and a member of our Board of Directors. Logan B.
      Anderson resigned as the Companys Chief Financial Officer to allow for
      the appointment of Mr. Fajack in that capacity. Mr. Anderson continues to
      act as a member of our Board of Directors and as our President, Secretary
      and Treasurer. There was no disagreement between Mr. Anderson and us
      regarding any matter relating to our operations, policies or
    practices.                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|7. | On July 7, 2008, we completed the disposition of Worldbid
      International Inc., our former internet business. See Worldbid
      Operations below.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|8. | On August 6, 2008, we completed a private placement of
      8,660,000 shares of our common stock at a price of $0.25 per share for
      gross proceeds of $2,165,000 (the Private Placement). We previously
      announced the Private Placement for the sale of up to 8,000,000 shares of
      our common stock. As the Private Placement was oversubscribed, our Board
      of Directors approved an increase in the Private Placement of up to
      8,660,000 shares of our common stock. The proceeds of the Private
      Placement will be used to fund our business and for working capital
      purposes. The offering was made to accredited investors pursuant to Rule
      506 of Regulation D promulgated under the Securities Act of 1933 (the
      Securities Act).                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|9. | On August 7, 2008, our Board of Directors approved a
      private placement offering of up to 12,500,000 shares of our common stock
      at a price of $0.40 per share for aggregate gross proceeds of $5,000,000
      (the Private Placement Offering). The proceeds of the Private Placement
      Offering will be used to fund our business and for working capital
      purposes. The Private Placement Offering will be made to accredited
      investors pursuant to Rule 506 of Regulation D promulgated under the
      Securities Act. We may also pay commissions of up to 10% where permitted
      by law to licensed brokers or investment dealers or other qualified
      finders introducing purchasers of the Private Placement Offering. There is
      no assurance that the Private Placement Offering will be completed on the
      above terms or at all.

OIL AND GAS EXPLORATION ACTIVITIES

We currently hold interests in three oil and gas projects that
we call the Airport Leases, the Louisiana Leases and the Central Hingeline
Project. We do not currently own any productive wells or developed acreage and
we have not yet discovered any proven oil or gas reserves on any of our
properties.

Airport Leases

On April 2, 2008, we entered into an agreement with May
Petroleum, Inc. (May), a Texas company controlled by our Norris R. Harris, our
Chief Executive Officer, Chairman and Director, to acquire Mays interest in an
oil and gas prospect (the Prospect) in Matagorda County, Texas, including
obtaining an assignment of a Purchase and Sale Agreement (the Purchase and Sale
Agreement) to acquire a 70% net

4

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revenue interest in a lease covering approximately 1,500 acres
(the Airport Lease) and obtaining and reviewing significant geophysical,
geological, title and engineering data (the Data) on the Airport Lease and an
area of mutual interest (the Area of Mutual Interest) covering 30 square miles
surrounding the Airport Lease.

Under the terms of the Agreement, May transferred and assigned
to us all its right, title and interest in the Prospect, the Purchase and Sale
Agreement and the Data in consideration of the following:

|(a) | the issuance to May of 50,000,000 shares (the Shares)
      of our common stock within five (5) business days of the date of the
      Agreement (which shares have been issued); and          
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                  
|(b) | the reimbursement to May within thirty (30) days of the
      date of the Agreement of the $100,000 deposit paid by May under the
      Purchase and Sale Agreement (which amount has been
paid).

The Agreement also contemplates that any other property
interest acquired in the Area of Mutual Interest shall become part of the
Prospect and subject to the Agreement.

We will be responsible for making all payments and completing
all acts required under the Purchase and Sale Agreement or any other agreements
in respect of properties comprising the Prospect. Under the terms of the
Purchase and Sale Agreement, we are required to pay an additional $900,000 as
follows:

| | (i)  | $400,000 on April 21, 2008, which amount has been paid;
      and
| | ---- | -----------------------------------------------------------------
| | (ii) | $500,000 on July 13, 2008, which amount has been
    paid.       

Under the terms of the Airport Lease, we will be required to
commence operations to drill on or before August 1, 2008. In addition, we will
be obligated to pay an operation bonus payment of $150,000 to the landowner,
which amount has been paid. On August 1, 2008, we commenced our operations to
drill on the Airport Lease.

Louisiana Leases

We acquired a 27.5% working interest (19.8% net revenue
interest) in oil and gas leases totaling 698.62 acres in the Westlake Boudreaux
Field located in Terrebonne Parish, Louisiana shallow state waters. The first
well is expected to be drilled during the last quarter of 2008. The well will be
drilled to a depth of 13,900 feet to test the Tex. W-1, Tex. W.B, and Tex W-2
sands which are productive in other wells in the field.

Central Utah Hingeline Project

We have leased 67,025 net acres covering 69,759 gross acres
along the four main Hingeline faults located within a five county area of
Southern Utah. Our exploration and development program on this property has been
suspended pending our ability to obtain additional financing. We will be
focusing our resources on the development of the Airport Leases and the
Louisiana Leases.

Undeveloped Acreage

The following table summarizes undeveloped acreage held by us
  by project name:

Gross Acres(1)
    Net
      Acres(2)Airport Leases
    2,763.92
    2,763.92Louisiana Leases
    698.62
    192.12Utah Hingeline Trend
    69,759
    67,025


| | (1) | Gross acres are calculated as the total number of acres
      in which we own a working interest.           
| | --- | --------------------------------------------------------------------------------------------------------------
| | (2) | Net acres are calculated as gross acres multiplied by
      our fractional working interest in the property.

5

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Undeveloped acres are properties on which wells have not been
developed or completed to a point that would permit the production of commercial
quantities of oil or gas, regardless of whether or not such acreage contains
proved reserves.

Drilling Activities

Our drilling program has not yet been initiated and we have
drilled no exploratory or development wells. We are expecting to commence our
drilling program in the third quarter of 2008.

Present Activities

As of the date hereof, we do not have any wells in the process
of drilling or any other field operations in progress of material significance.

Competitors in the Oil and Gas Exploration Business

Oil and gas exploration is a highly competitive industry. We
compete with other oil and gas exploration companies for the acquisition of new
properties, the services of consultants and the hiring of exploration and
drilling equipment. In addition, we compete with other junior oil and gas
exploration companies for financing. Many of our competitors have greater
financial, staffing and technical resources than we do. Accordingly, these
competitors may be able to spend greater amounts than us on the acquisition of
oil and gas exploration rights and on acquiring limitedly available consultants
and equipment, placing us at a competitive disadvantage. These competitive
disadvantages could adversely impact our ability to obtain additional financing
and thus our ability to continue to explore for economically viable oil and gas
deposits.

Environmental Matters Related to Our Oil and Gas Exploration
Activities

The oil and gas industry is subject to heavy regulation at the
federal, state and local levels. These regulations include regulations:

- requiring permits for the drilling of wells,
- requiring the posting of bonds for drilling and/or operating wells,
- governing the location of wells,
- governing the methods used to drill wells,
- governing surface area usage and the restoration of the land upon which
  wells are drilled,
- governing the plugging and abandoning of wells and the disposal of waste
  materials used in or generated in drilling operations, and
- setting certain environmental conservation restrictions.

The cost of complying with these regulations is high and these
regulations can have the effect of limiting our ability to engage in oil and gas
exploration activities and when or where those activities take place. Some of
these laws and regulations, including the federal Comprehensive Environmental
Response, Compensation and Liability Act (also known as CERCLA or the
Superfund law), may impose strict liability for environmental damage caused by
hazardous wastes released during oil and gas exploration and production
activities. As a result, we could become liable for the costs of environmental
cleanups, environmental damages and, in some cases, consequential damages,
regardless of whether or not there was any negligence or fault on our part. In
some cases, regulations may also require oil and gas production levels to be
kept at a level that is lower than what would be economically optimal. In other
cases, we may be completely prohibited from drilling exploratory or production
wells in certain environmentally sensitive areas even if we believe that there
are economically viable oil and gas deposits in those areas. If we violate any
of these environmental laws or regulations, we could become subject to heavy
fines or sanctions and/or be required to incur significant costs for
environmental clean up and remediation. In addition, neighboring landowners and
other third parties could file claims for personal injury claims or for damage
to property or natural resources caused by oil and gas exploration activities.

We believe that we are currently in substantial compliance with
all applicable environmental laws and regulations. To date, we have not been
required to expend substantial amounts of money in complying with

6

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these laws and regulations and we anticipate that the costs
associated with future compliance will not have a materially adverse effect on
our financial position. However, the laws and regulations governing the oil and
gas industry are subject to constant change as environmental issues relating
this industry remain highly politicized. Proposals and proceedings affecting oil
and gas exploration activities are periodically presented to Congress and
federal regulatory bodies as well as to state legislative and regulatory bodies.
We cannot predict when or whether such proposals may become effective. There is
no assurance that the future regulatory environment for oil and gas activities
will be consistent with the current regulatory environment. We will need to
constantly monitor developments in environmental and other laws and regulations
applicable to oil and gas activities in order to ensure compliance. There is no
assurance that we will be able to meet the costs associated with regulatory
compliance in the future.

WORLDBID OPERATIONS

On July 7, 2008, we completed the disposition of our Worldbid
Operations. The disposition was completed pursuant to the terms and conditions
of the Share Purchase Agreement dated June 5, 2008 (the Share Purchase
Agreement) among the Company, Marktech Acquisition Corp. (Marktech) and
Worldbid International Inc. (Worldbid). Under the terms of the Share Purchase
Agreement, we sold all of the shares of Worldbid and all Worldbid related
business assets to Marktech in consideration of $50,000 and the assumption of
approximately $93,000 in liabilities. The cash portion of the purchase price
consisted of $25,000 in cash and a non-interest bearing promissory note in the
amount of $25,000 in favor of the Company due on August 6, 2008. As additional
consideration, we assigned to Marktech its right and interest in the
intercompany loan between the Company and Worldbid. In addition, Marktech will
indemnify us from any liabilities or damages arising out of the liabilities of
Worldbid and the liabilities assumed by Marktech. We disposed of the subsidiary
in order to concentrate its efforts on its core oil and gas business

EMPLOYEES

We currently do not have any employees. We have a total of five
full-time equivalent contract personnel and four 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.

ITEM
1A.            RISK
FACTORS.

The following are some of the important factors that could
affect our financial performance or could cause actual results to differ
materially from estimates contained in our forward-looking statements. We may
encounter risks in addition to those described below. Additional risks and
uncertainties not currently known to us, or that we currently deem to be
immaterial, may also impair or adversely affect our business, financial
condition or results of operation.

Risks Relating to the Company

If we do not obtain additional financing, our business will
fail.

Our current revenues are not sufficient to pay for our
anticipated 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 plan of operation for our oil and
gas activities and satisfy our existing creditors. In addition, we may not be
able to make the required rental payments on our existing oil and gas

7

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leases when they become due. If we fail to make the required
rental payments when they are due, we may lose our rights under those
leases.

We have financed our operations to date from sales of equity
securities, the issuance of convertible notes and loans advanced by related
parties. However, we do not currently have any agreements in place to obtain
additional financing from these, or any other, sources. There is no assurance
that we will be able to continue to obtain financing in amounts sufficient to
enable us to maintain our business operations. If we are not able to obtain
additional financing if and when need, our business could fail.

If we never generate operating profit, then our business
will fail.

We have sustained net losses from operations since our
inception. We recorded a net loss of $1,553,516 during the year ended April 30,
2008 and we expect to incur net 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. 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 future success will depend on the
continued efforts of our executive officers, Norris R. Harris, Logan B. Anderson
and D. James Fajack. The loss of the services of our executive officers could
have an adverse effect on our business, financial condition and results of
operations.

The quotation 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 quoted on the OTC Bulletin Board under
the symbol "RYPE. Companies quoted on the OTC Bulletin Board have traditionally
experienced extreme price and volume fluctuations. 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, to date, the trading volume for our shares on the OTC
Bulletin Board has been limited. 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.

We may conduct future offerings of our equity securities in
the future, in which case investors shareholdings will be diluted.

Since our inception, we have been reliant upon sales of our
common stock to fund our operations. We may conduct further equity offerings in
the future to finance our current projects or to finance subsequent projects
that we decide to undertake. If common stock is issued in return for additional
funds, the price per share could be lower than that paid by our current
stockholders. We anticipate continuing to rely on equity sales of our common
stock in order to fund our business operations. If we issue additional stock,
shareholders percentage interest in us will be diluted.

Because our stock is a penny stock, stockholders will be
more limited in their ability to sell their stock.

The SEC has adopted rules that regulate broker-dealer practices
in connection with transactions in penny stocks. Penny stocks are generally
equity securities with a price of less than $5.00, other than securities
registered on certain national securities exchanges or quoted on the Nasdaq
system, provided that current

8

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price and volume information with respect to transactions in
such securities is provided by the exchange or quotation system.

Because our securities constitute "penny stocks" within the
meaning of the rules, the rules apply to us and to our securities. The rules may
further affect the ability of owners of shares to sell our securities in any
market that might develop for them. As long as the quotation price of our common
stock is less than $5.00 per share, the common stock will be subject to rule
15g-9 under the Exchange Act. The penny stock rules require a broker-dealer,
prior to a transaction in a penny stock, to deliver a standardized risk
disclosure document prepared by the SEC, that:

|1. | contains a description of the nature and level of risk in
      the market for penny stocks in both public offerings and secondary
      trading;                                                                                        
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2. | contains a description of the broker's or dealer's duties
      to the customer and of the rights and remedies available to the customer
      with respect to a violation to such duties or other requirements of
      securities laws;
|3. | contains a brief, clear, narrative description of a
      dealer market, including bid and ask prices for penny stocks and the
      significance of the spread between the bid and ask price;                                           
|4. | contains a toll-free telephone number for inquiries on
      disciplinary actions;                                                                                                                                                       
|5. | defines significant terms in the disclosure document or
      in the conduct of trading in penny stocks; and                                                                                                                             
|6. | contains such other information and is in such form,
      including language, type, size and format, as the SEC shall require by
      rule or regulation.                                                                              

The broker-dealer also must provide, prior to effecting any
transaction in a penny stock, the customer with: (a) bid and offer quotations
for the penny stock; (b) the compensation of the broker-dealer and its
salesperson in the transaction; (c) the number of shares to which such bid and
ask prices apply, or other comparable information relating to the depth and
liquidity of the market for such stock; and (d) a monthly account statements
showing the market value of each penny stock held in the customer's account. In
addition, the penny stock rules require that prior to a transaction in a penny
stock not otherwise exempt from those rules; the broker-dealer must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written acknowledgment of the receipt
of a risk disclosure statement, a written agreement to transactions involving
penny stocks, and a signed and dated copy of a written suitably statement. These
disclosure requirements may have the effect of reducing the trading activity in
the secondary market for our stock.

Risks Relating to Our Oil and Gas Operations

We have no proven reserves or current production and may
never have any.

We do not have any proven reserves or current production of oil
or gas. There are no assurances that any wells will be completed or, if
completed, that such wells will produce oil or gas in commercially profitable
quantities.

If we do not find any oil or gas reserves or if we cannot
complete the exploration of the mineral reserve, either because we do not have
the money to do it or because we will not be economically feasible to do it, we
may have to cease operations. Oil and gas exploration is a highly speculative
endeavor. It involves many risks and is often non-productive. Even if we are
able to find oil and gas reserves on our properties our ability to put those
reserves into production is subject to further risks including:

|1. | costs of bringing the property into production including
      exploration work, preparation of production feasibility studies, and
      construction of production facilities, all of which we have not budgeted
      for;
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2. | availability and costs of financing;                                                                                                                                                                                         
|3. | ongoing costs of production; and                                                                                                                                                                                             
|4. | environmental compliance regulations and
    restraints.                                                                                                                                                                     

The marketability of any oil and gas deposits acquired or
discovered may be affected by numerous factors which are beyond our control and
which cannot be accurately predicted, such as market fluctuations, the lack of
drilling equipment near our oil and gas properties, and such other factors as
government regulations,

9

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including regulations relating to allowable drilling,
production, importing and exporting of oil and gas deposits, and environmental
protection.

Our oil and gas operations are in the exploration stage with
a limited operating history, which may hinder our ability to successfully meet
our objectives.

Our oil and gas operations are in the exploration stage with
only a limited operating history upon which to base an evaluation of our future
prospects. As a result, the revenue and income potential of our oil and gas
operations is unproven. In addition, because of our limited operating history,
we have limited insight into trends that may emerge and affect our business. We
may make errors in predicting and reacting to relevant business trends and will
be subject to the risks, uncertainties and difficulties frequently encountered
by early-stage companies in evolving markets. We may not be able to successfully
address any or all of these risks and uncertainties. Failure to adequately do so
could cause our business, results of operations and financial condition to
suffer.

The successful implementation of our business plan is
subject to risks inherent in the oil and gas business, which if not adequately
managed could result in additional losses.

Our oil and gas operations will be subject to the economic
risks typically associated with exploration and development activities,
including the necessity of making significant expenditures to locate and acquire
properties and to drill exploratory wells. In addition, the availability of
drilling rigs and the cost and timing of drilling, completing and, if warranted,
operating wells is often uncertain. In conducting exploration and development
activities, the presence of unanticipated pressure or irregularities in
formations, miscalculations or accidents may cause our exploration, development
and, if warranted, production activities to be unsuccessful. This could result
in a total loss of our investment in a particular well. If exploration efforts
are unsuccessful in establishing proved reserves and exploration activities
cease, the amounts accumulated as unproved costs will be charged against
earnings as impairments.

In addition, in the event that we commence production, of which
there are no assurances, market conditions or the unavailability of satisfactory
oil and gas transportation arrangements may hinder our access to oil and gas
markets and delay production. The availability of a ready market for our
prospective oil and gas production depends on a number of factors, including the
demand for and supply of oil and gas and the proximity of reserves to pipelines
and other facilities. Our ability to market such production depends in
substantial part on the availability and capacity of gathering systems,
pipelines and processing facilities, in most cases owned and operated by third
parties. A failure to obtain such services on acceptable terms could materially
harm our business. We may be required to shut in wells for lack of a market or
because of inadequacy or unavailability of pipelines or gathering system
capacity. If that occurs, we would be unable to realize revenue from those wells
until arrangements are made to deliver such production to market.

Our future performance is dependent upon our ability to
identify, acquire and develop oil and gas properties, the failure of which could
result in under use of capital and losses.

The future performance of our business will depend upon an
ability to identify, acquire and develop oil and gas reserves that are
economically recoverable. Success will depend upon the ability to acquire
working and revenue interests in properties upon which oil and gas reserves are
ultimately discovered in commercial quantities, and the ability to develop
prospects that contain proven oil and gas reserves to the point of production.
Without successful acquisition and exploration activities, we will not be able
to develop oil and gas reserves or generate revenues. There are no assurances
oil and gas reserves will be identified or acquired on acceptable terms, or that
oil and gas deposits will be discovered in sufficient quantities to enable us to
recover our exploration and development costs or sustain our business.

The successful acquisition and development of oil and gas
properties requires an assessment of recoverable reserves, future oil and gas
prices and operating costs, potential environmental and other liabilities, and
other factors. Such assessments are necessarily inexact and their accuracy
inherently uncertain. In addition, no assurance can be given that our
exploration and development activities will result in the discovery of any
reserves. Operations may be curtailed, delayed or canceled as a result of lack
of adequate capital and other factors, such as lack of availability of rigs and
other equipment, title problems, weather, compliance with

10

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governmental regulations or price controls, mechanical
difficulties, or unusual or unexpected formations, pressures and or work
interruptions. In addition, the costs of exploration and development may
materially exceed our initial estimates.

The oil and gas exploration and production industry
historically is a cyclical industry and market fluctuations in the prices of oil
and gas could adversely affect our business.

Prices for oil and gas tend to fluctuate significantly in
response to factors beyond our control. These factors include, but are not
limited to:

| | (a) | weather conditions in the United States and
    elsewhere;                                                                  
| | --- | ----------------------------------------------------------------------------------------------------------------------------
| | (b) | economic conditions, including demand for petroleum-based
      products, in the United States and elsewhere;               
| | (c) | actions by OPEC, the Organization of Petroleum Exporting
      Countries;                                                   
| | (d) | political instability in the Middle East and other major
      oil and gas producing regions;                               
| | (e) | governmental regulations, both domestic and
    foreign;                                                                    
| | (f) | domestic and foreign tax policy;                                                                                            
| | (g) | the pace adopted by foreign governments for the
      exploration, development, and production of their national
  reserves;
| | (h) | the price of foreign imports of oil and gas;                                                                                
| | (i) | the cost of exploring for, producing and delivering oil
      and gas; the discovery rate of new oil and gas reserves;      
| | (j) | the rate of decline of existing and new oil and gas
      reserves;                                                         
| | (k) | available pipeline and other oil and gas transportation
      capacity;                                                     
| | (l) | the ability of oil and gas companies to raise
    capital;                                                                  
| | (m) | the overall supply and demand for oil and gas;
  and                                                                        
| | (n) | the availability of alternate fuel
  sources.                                                                               

Changes in commodity prices may significantly affect our
capital resources, liquidity and expected operating results. Price changes will
directly affect revenues and can indirectly impact expected production by
changing the amount of funds available to reinvest in exploration and
development activities. Reductions in oil and gas prices not only reduce
revenues and profits, but could also reduce the quantities of reserves that are
commercially recoverable. Significant declines in prices could result in
non-cash charges to earnings due to impairment. We do not currently engage in
any hedging program to mitigate our exposure to fluctuations in oil and gas
prices. Changes in commodity prices may also significantly affect our ability to
estimate the value of producing properties for acquisition and divestiture and
often cause disruption in the market for oil and gas producing properties, as
buyers and sellers have difficulty agreeing on the value of the properties.
Price volatility also makes it difficult to budget for and project the return on
acquisitions and the development and exploitation of projects. Commodity prices
are expected to continue to fluctuate significantly in the future.

Our ability to produce oil and gas from our properties may
be adversely affected by a number of factors outside of our control.

The business of exploring for and producing oil and gas
involves a substantial risk of investment loss. Drilling oil and gas wells
involves the risk that the wells may be unproductive or that, although
productive, the wells may not produce oil or gas in economic quantities. Other
hazards, such as unusual or unexpected geological formations, pressures, fires,
blowouts, loss of circulation of drilling fluids or other conditions may
substantially delay or prevent completion of any well. Adverse weather
conditions can also hinder drilling operations. A productive well may become
uneconomic if water or other deleterious substances are encountered that impair
or prevent the production of oil or gas from the well. In addition, production
from any well may be unmarketable if it is impregnated with water or other
deleterious substances. There can be no assurance that oil and gas will be
produced from the properties in which we have interests. In addition, the
marketability of oil and gas that may be acquired or discovered may be
influenced by numerous factors beyond our control. These factors include the
proximity and capacity of oil and gas, gathering systems, pipelines and
processing equipment, market fluctuations in oil and gas prices, taxes,
royalties, land tenure, allowable production and environmental protection.

11

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The unavailability or high cost of drilling rigs, equipment,
supplies, personnel and oil field services could adversely affect our ability to
execute our exploration and development plans on a timely basis and within our
budget.

Shortages or the high cost of drilling rigs, equipment,
supplies or personnel could delay or adversely affect our exploration and
development operations, which could have a material adverse effect on our
business, financial condition and results of operations.

We may be unable to retain our leases and working interests
in leases, which would result in significant harm to our business.

Our properties are held under oil and gas leases. If we fail to
meet the specific requirements of each lease, that lease may terminate or
expire. There are no assurances the obligations required to maintain those
leases will be met. Our property interests will terminate unless we fulfill
certain obligations under the terms of our leases and other agreements related
to such properties, including making any applicable rental payments.

As of the date of filing of this Annual Report, we had a
substantial working capital deficit and there are no assurances that we will be
able to meet the rental obligations under our federal and state oil and gas
leases. If we are unable to make our rental payments and satisfy any other
conditions on a timely basis, we may lose our rights in these properties. The
termination of our interests in these properties may harm our business.

Title deficiencies could render our leases worthless.

The existence of a material title deficiency can render a lease
worthless and can result in a large expense to our business. It is our practice
in acquiring oil and gas leases or undivided interests in oil and gas leases to
forgo the expense of retaining lawyers to examine the title to the oil or gas
interest to be placed under lease or already placed under lease. Instead, we
rely upon the judgment of oil and gas landmen who perform the field work in
examining records in the appropriate governmental office before attempting to
place under lease specific oil or gas interest. This is customary practice in
the oil and gas industry. However, we do not anticipate that we, or the person
or company acting as operator of the wells located on the properties that we
currently lease or may lease in the future, will obtain counsel to examine title
to the lease until the well is about to be drilled. As a result, we may be
unaware of deficiencies in the marketability of the title to the lease. Such
deficiencies could render the lease worthless.

If we fail to maintain adequate insurance, our business
could be materially and adversely affected.

Our operations are subject to risks inherent in the oil and gas
industry, such as blowouts, cratering, explosions, uncontrollable flows of oil,
gas or well fluids, fires, pollution, earthquakes and other environmental risks.
These risks could result in substantial losses due to injury and loss of life,
severe damage to and destruction of property and equipment, pollution and other
environmental damage, and suspension of operations. We could be liable for
environmental damages caused by previous property owners. As a result,
substantial liabilities to third parties or governmental entities may be
incurred, the payment of which could have a material adverse effect on our
financial condition and results of operations. Any prospective drilling
contractor or operator which we hire will be required to maintain insurance of
various types to cover its operations with policy limits and retention liability
customary in the industry. Therefore, we do not plan to acquire our own
insurance coverage for such prospects. The occurrence of a significant adverse
event on such prospects that is not fully covered by insurance could result in
the loss of all or part of our investment in a particular prospect which could
have a material adverse effect on our financial condition and results of
operations.

Complying with environmental and other government
regulations could be costly and could negatively impact prospective production.

12

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Our business is governed by numerous laws and regulations at
various levels of government. These laws and regulations govern the operation
and maintenance of our facilities, the discharge of materials into the
environment and other environmental protection issues. Such laws and regulations
may, among other potential consequences, require that we acquire permits before
commencing drilling and restrict the substances that can be released into the
environment with drilling and production activities. Under these laws and
regulations, we could be liable for personal injury, clean-up costs and other
environmental and property damages, as well as administrative, civil and
criminal penalties. Prior to commencement of drilling operations, we may secure
limited insurance coverage for sudden and accidental environmental damages as
well as environmental damage that occurs over time. However, we do not believe
that insurance coverage for the full potential liability of environmental
damages is available at a reasonable cost. Accordingly, we could be liable, or
could be required to cease production on properties, if environmental damage
occurs.

The costs of complying with environmental laws and regulations
in the future may harm our business. Furthermore, future changes in
environmental laws and regulations could occur, resulting in stricter standards
and enforcement, larger fines and liability, and increased capital expenditures
and operating costs, any of which could have a material adverse effect on our
financial condition or results of operations.

The oil and gas industry is highly competitive, and we may
not have sufficient resources to compete effectively.

The oil and gas industry is highly competitive. We compete with
oil and natural gas companies and other individual producers and operators, many
of which have longer operating histories and substantially greater financial and
other resources than it does, as well as companies in other industries supplying
energy, fuel and other needs to consumers. Our larger competitors, by reason of
their size and relative financial strength, can more easily access capital
markets than we can and may enjoy a competitive advantage in the recruitment of
qualified personnel. They may be able to absorb the burden of any changes in
laws and regulation in the jurisdictions in which we do business and handle
longer periods of reduced prices for oil and gas more easily than we can. Our
competitors may be able to pay more for oil and gas leases and properties and
may be able to define, evaluate, bid for and purchase a greater number of leases
and properties than we can. Further, these companies may enjoy technological
advantages and may be able to implement new technologies more rapidly than we
can. Our ability to acquire additional properties in the future will depend upon
its ability to conduct efficient operations, evaluate and select suitable
properties, implement advanced technologies and consummate transactions in a
highly competitive environment.

ITEM
2.              
PROPERTIES.

Our corporate headquarters are located at 1200 Nueces Street,
Austin, TX 78701, where our principal executive functions are carried out. The
space consists of approximately 3,000 square feet at a cost of $2,750 per month.

In addition to our office headquarters, we own an interest in
  a number of oil and gas leases in Texas, Louisiana and South-Central Utah. A
  description of these oil and gas leases is provided above under Oil and
  Gas Exploration Activities.

ITEM
3.              
LEGAL PROCEEDINGS.

On September 13, 2007, we were served with notice of a claim filed against us in the Colorado District Courts by DHS Drilling Company (“DHS”). DHS has claimed that we are indebted to them in the amount of $555,801.86 on account of materials and services provided by them in connection with the drilling of the Royalite State 16-1 Well. We are defending the action and, at the same time, seeking to negotiate a settlement to the claim.

13

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

No matters were submitted to our security holders during the
fourth quarter of our fiscal year ended April 30, 2008.

14

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PART II

|ITEM 5. | MARKET FOR REGISTRANTS COMMON EQUITY, RELATED
      STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
      SECURITIES.
|------- | -------------------------------------------------------------------------------------------------------------------------

MARKET INFORMATION

The principal market for our shares is currently the OTC
Bulletin Board. For the period from July 13, 2000 to September 19, 2005, our
shares were traded on the OTCBB under the symbol WBID. Effective on September
19, 2005, following our one-for-twenty-five (1:25) reverse stock split, our
symbol was changed to WBDC. Effective on March 5, 2007, following our name
change to Royalite Petroleum Company Inc., our symbol changed to RYPE.

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
      LowApril 30, 2008
    $0.50
    $0.135January 31, 2008
    $0.62
    $0.12October 31, 2007
    $1.10
    $0.35July 31, 2007
    $2.05
    $0.75April 30, 2007
    $4.45
    $1.53January 31, 2007
    $3.90
    $2.235October 31, 2006
    $3.35
    $1.53July 31, 2006
    $1.90
    $0.30


The high and low bid price information provided above was
obtained from 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.

PENNY STOCK RULES

The SEC has adopted rules that regulate broker-dealer practices
in connection with transactions in penny stocks. Penny stocks are generally
equity securities with a price of less than $5.00, other than securities
registered on certain national securities exchanges or quoted on the Nasdaq
system, provided that current price and volume information with respect to
transactions in such securities is provided by the exchange or system. The penny
stock rules require a broker-dealer, prior to a transaction in a penny stock not
otherwise exempt from those rules, to deliver a standardized risk disclosure
document prepared by the SEC, which: (a) contains a description of the nature
and level of risk in the market for penny stocks in both public offerings and
secondary trading; (b) contains a description of the broker's or dealer's duties
to the customer and of the rights and remedies available to the customer with
respect to a violation of such duties or other requirements of securities laws;
(c) contains a brief, clear, narrative description of a dealer market, including
bid and ask prices for penny stocks and significance of the spread between the
bid and ask price; (d) contains a toll-free telephone number for inquiries on
disciplinary actions; (e) defines significant terms in the disclosure document
or in the conduct of trading in penny stocks; and (f) contains such other
information and in such form as the SEC shall require by rule or regulation. The
broker-dealer also must, prior to effecting any transaction in a penny stock,
provide the customer with: (a) bid and offer quotations for the penny stock; (b)
the compensation of the broker-dealer and its salesperson in the transaction;
(c) the number of shares to which such bid and ask prices apply, or other
comparable information relating to the depth and liquidity of the market for
such stock; and (d) monthly account statements showing the market value of each
penny stock held in the customer's account. In addition, the penny stock rules
require that, prior to a transaction in a penny stock that is not otherwise
exempt from those rules, the broker-dealer must: (a) make a special written
determination that the penny stock is a suitable investment for the purchaser
and (b) receive from the purchaser his or her written acknowledgement of receipt
of the determination and a written agreement to the transaction.

15

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These disclosure requirements may have the effect of reducing
the trading activity in the secondary market for our stock and therefore
stockholders may have difficulty selling those securities.

REGISTERED HOLDERS OF OUR COMMON STOCK

Our authorized capital consists of 500,000,000 shares of common
stock, par value $0.001 per share, and 100,000,000 shares of preferred stock,
par value $0.001 per share. As of August 6, 2008, there were 170 registered
holders of our common stock. We believe that a large number of stockholders hold
stock on deposit with their brokers or investment bankers registered in the name
of stock depositories.

DIVIDENDS

We have not declared any dividends on our common stock since
our inception. There are no dividend restrictions that limit our ability to pay
dividends on our common stock in our Articles of Incorporation or bylaws.
Chapter 78 of the Nevada Revised Statutes (the NRS), does provide certain
limitations on our ability to declare dividends. Section 78.288 of Chapter 78 of
the NRS prohibits 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) | except as may be allowed by our Articles of
      Incorporation, our total assets would be less than the sum of our total
      liabilities plus the amount that would be needed, if we were to be
      dissolved at the time of the distribution, to satisfy the preferential
      rights upon dissolution of stockholders who may have preferential rights
      and whose preferential rights are 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

All unregistered sales of our equity securities made during the
year ended April 30, 2008 have been reported by us in our Quarterly Reports or
in our Current Reports filed with the SEC during the year.

ITEM
7.              
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS.

PLAN OF OPERATION

Our plan of operation over the next twelve months is to
continue with the exploration and development of our oil and gas operations. We
have suspended our exploration program on the Central Utah Hingeline Project in
order to focus our resources on the exploration and development of the Airport
Leases and Louisiana Leases.

Airport Leases

We commenced the preliminary work to our drilling operations on
the Airport Leases on August 1, 2008. Subject to our ability to obtain
sufficient financing, we anticipate that we will commence drilling on the
Airport Leases in the third quarter of 2008. Our drilling program on the Airport
Leases is expected to cost between $100,000 to $16,000,000 and will be dependent
upon our ability to obtain substantial financing.

16

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Louisiana Leases

Our plan of operation for our Louisiana Leases is to commence
drilling in the last quarter of 2008. The well will be drilled to a depth of
13,900 feet to test the Tex. W-1, Tex. W.B, and Tex W-2 sands which are
productive in other wells in the field. The well is projected to cost $6,453,300
to drill and complete with our portion estimated at $1,774,657.

We do not currently have, and are not expected to have,
sufficient capital resources to meet all of the anticipated costs of our plan of
operation for the next twelve months. As such, our ability to complete the plan
of operation for our oil and gas operations will be dependent upon our ability
to obtain additional financing.

RESULTS OF OPERATIONS

The merger with Royalite Petroleum Corp. (Royalite Corp.) has
been treated as a reverse merger for accounting purposes. As a result,
Royalite Corp. has been treated as the acquiring entity for accounting and
financial reporting purposes. As such, our consolidated financial statements
will be presented as a continuation of the operations of Royalite Corp. and not
Royalite Petroleum Company Inc. (formerly Worldbid Corporation). The operations
of Royalite Petroleum Company Inc. are included in the consolidated statement of
operations from the effective date of the merger, February 28, 2007.

|Summary of Year End Results |                      |              |                      
|--------------------------- | -------------------- | ------------ | ---------------------
|                            |                      |              |                      
|                            | Year Ended April 30, | Percentage  
|                            | 2008                 | 2007         | Increase / (Decrease)
|Revenue                     | $-                   | $-           | n/a                  
|Expenses                    | (1,420,687)          | (3,385,677)  | (58.0)%              
|Other Items                 | (132,829)            | (766,773)    | (82.7)%              
|Net Loss                    | $(1,553,516)         | $(4,160,057) | (62.7)%              

Revenues

We have not earned any revenues from our oil and gas activities
to date. We do not anticipate earning revenue from our oil and gas exploration
activities in the near future.

Expenses

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

|                                       |                |                | Percentage
|-------------------------------------- | -------------- | -------------- | ----------
|                                       | Year Ended     | Year Ended     | Increase /
|                                       | April 30, 2008 | April 30, 2007 | (Decrease)
|Oil and Gas Exploration
      Expenses | $586,010       | $2,471,752     | (76.3)%   
|Selling, General and Administrative    | 820,696        | 910,967        | (9.9)%    
|Expenses                               |                |                |           
|Depreciation and amortization          | 3,980          | 2,958          | 34.6%     
|Loss on Disposal of Assets             | 10,001         | -              | n/a       
|Total Expenses                         | $1,420,687     | $3,385,677     | (58.0)%   

The decrease of our oil and gas exploration expenses for the
year ended April 30, 2008 is due to the fact that we suspended our oil and gas
exploration and development activities on our Central Utah Hingeline Project..

17

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Selling and administrative expenses for the year ended April
30, 2008 primarily relate to remuneration paid to our officers and directors;
and accounting and legal fees in connection with our ongoing filing requirements
under the Exchange Act.

Subject to our ability to obtain additional financing, we
expect that our total operating expenses will continue to increase in the
foreseeable future as we proceed with our oil and gas exploration and
development activities on our Airport Leases and Louisiana Leases.

LIQUIDITY AND CAPITAL RESOURCES

|Cash Flows                                    |                           |           
|--------------------------------------------- | ------------------------- | ----------
|                                              | Year
      Ended April 30
|                                              | 2008                      | 2007      
|Net Cash used in Operating Activities         | $(1,211,291)              | $(206,641)
|Net Cash used in Investing Activities         | (446,729)                 | (349,968) 
|Net Cash from Financing Activities            | 390,055                   | 1,449,706 
|Net Increase (Decrease) in Cash During Period | $(1,267,965)              | $893,097  

|Working Capital                         |                         |                         |                      
|--------------------------------------- | ----------------------- | ----------------------- | ---------------------
|                                        |                         |                         | Percentage           
|                                        | At
      April 30, 2008 | At
      April 30, 2007 | Increase / (Decrease)
|Current Assets                          | $109,307                | $1,480,413              | (92.6)%              
|Current Liabilities                     | (1,794,750)             | (1,290,574)             | 39.1%                
|Working Capital Surplus
      (Deficit) | $(1,685,443)            | $189,839                | (987.8)%             

As of April 30, 2008, we had cash on hand of $43,469 and a
working capital deficit of $1685,443. The decrease in our working capital during
our year ended April 30, 2008 from the comparable period ended April 30, 2007 is
primarily attributable to: (i) from the fact that we had no revenue from our oil
and gas activities during the year ended April 30, 2008; and (ii) our sole
source of financing was in the form of short term loans.

During the year ended April 30, 2008, we received loans
totaling $25,070 from an executive officer and director. The loans bear interest
at a rate of 10% per annum, are unsecured and due on demand.

Subsequent to our year ended April 30, 2008, we completed the
sale of 8,660,000 shares of our common stock for total gross proceeds of
$2,165,000. The proceeds of the Private Placement will be used to fund our
business and for working capital purposes.

Future Financings

On August 7, 2008, our Board of Directors approved a private
placement offering of up to 12,500,000 shares of our common stock at a price of
$0.40 per share for aggregate gross proceeds of $5,000,000 (the Private
Placement Offering). The proceeds of the Private Placement Offering will be
used to fund our business and for working capital purposes. The Private
Placement Offering will be made to accredited investors pursuant to Rule 506 of
Regulation D promulgated under the Securities Act. We may also pay commissions
of up to 10% where permitted by law to licensed brokers or investment dealers or
other qualified finders introducing purchasers of the Private Placement
Offering. There is no assurance that the Private Placement Offering will be
completed on the above terms or at all.

Historically, we have been dependent on sales of equity
securities, issuances of convertible debt securities, and related party loans as
sources of financing. There are no assurances that we will be able to obtain
additional financing from these sources in the future. We do not currently have
any underwriting, long-term debt financing or other financing arrangements in
place.

18

---

OFF-BALANCE SHEET ARRANGEMENTS

We have no significant 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 that is
material to stockholders.

CRITICAL ACCOUNTING POLICIES

We have identified a certain accounting policy, described
below, that is most important to the portrayal of our current financial
condition and results of operations. Our significant accounting policies are
disclosed in Note 2 to the audited financial statements included in this Annual
Report.

Revenue Recognition

|(i)  | Oil and Gas Revenues  We recognize oil and gas revenues
      from our interests in producing wells as oil and gas is produced and sold
      from these wells. We have no gas balancing arrangements in
place.                                                                                                                                                                                                                                                                                        
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|(ii) | Worldbid Operations  We earn revenue by selling
      subscriptions to our service, advertising on email communications to
      businesses using our 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. Subscriptions
      received in advance for access to our website services are recognized as
      income over the period of the subscriptions.

Oil and Gas Exploration Activities

We follow the full cost method of accounting for oil and gas
operations, whereby all costs associated with the exploration for, and
development of, oil and gas reserves, whether productive or unproductive, are
capitalized.

Such expenditures include land acquisition costs, drilling,
exploratory dry holes, geological and geophysical costs not associated with a
specific unevaluated property, completion and costs of well equipment. Internal
costs are capitalized only if they can be directly identified with acquisition,
exploration or development activities.

Expenditures that are considered unlikely to be recovered are
written off. On a quarterly basis, our Board of Directors assess whether or not
there is an asset impairment. The current oil and gas exploration and
development activities are considered to be in the exploration stage.

The costs of unproven leases that become productive are
reclassified to proved properties when proven reserves are discovered in the
property. Unproven oil and gas interests are carried at original acquisition
costs, including filing and title fees. Depreciation and depletion of the
capitalized costs for producing oil and gas properties will e proved by the
unit-of-production method based on proven oil and gas reserves.

Abandonment of properties are recognized as an expense in the
period of abandonment and accounted for as adjustments of capitalized costs.

Ceiling Test. Under the full-cost accounting rules,
capitalized costs included in the full-cost pool, net of accumulated
depreciation, depletion and amortization (DD&A), cost of unevaluated
properties and deferred income taxes, may not exceed the present value of our
estimated future net cash flows from proved oil and gas reserves, discounted at
10%, plus the lower of cost or fair value of unproved properties included in the
costs being amortized, net of related tax effects. These rules generally require
that, in estimating future net cash flow, we assume that future oil and gas
production will be sold at the unescalated market price for oil and gas received
at the end of each fiscal quarter and that future costs to produce oil and gas
will remain constant at the prices in effect at the end of the fiscal quarter.
We are required to write-down and charge to earnings the amount, if any, by
which these costs exceed the discounted future net cash flows, unless prices
recover sufficiently before the date of our financial statements. Given the
volatility of oil and gas prices, it is

19

---

likely that our estimates of discounted future net cash flows
from proved oil and gas reserves will change in the near term. If oil and gas
prices decline significantly, even if only for a short period of time, it is
possible that writedowns of oil and gas properties could occur in the future.

20

---

ITEM
8.              
FINANCIAL STATEMENTS AND SUPLEMENTARY DATA.

|1. | Report of Independent Registered Public Accounting
    Firm;                              
|-- | ------------------------------------------------------------------------------------------
|   |                                                                                           
|2. | Audited Financial Statements for the Years Ended April
      30, 2008 and 2007, including:
|   |                                                                                           
|   | a.                                                                                        
|   |                                                                                           
|   | b.                                                                                        
|   |                                                                                           
|   | c.                                                                                        
|   |                                                                                           
|   | d.                                                                                        
|   |                                                                                           
|   | e.                                                                                        
|   |                                                                                           
|   | f.                                                                                        

21

---







ROYALITE PETROLEUM COMPANY INC.(An Exploration Stage Company)



FINANCIAL STATEMENTS

April 30, 2008(Stated in U.S. Dollars)

---

REPORT OF  INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To  the Board of Directors
  Royalite  Petroleum Company, Inc.
Henderson,   Nevada

We  have audited the accompanying consolidated balance sheet of Royalite Petroleum  Company, Inc., an exploration stage company, as of April 30, 2008 and April 30,  2007, and the related consolidated statements of operations, comprehensive  loss, cash flows, and changes in stockholders’ equity for the years then ended,  and for the period December 2, 2005 (date of inception) to April 30, 2008.  These financial statements are the responsibility of Royalite Petroleum  Company, Inc.’s management.  Our  responsibility is to express an opinion on these financial statements based on  our audit.

We  conducted our audit in accordance with the standards of the Public Company  Accounting Oversight Board (United    States).   Those standards require that we plan and perform the audit to obtain  reasonable assurance about whether the financial statements are free of  material misstatement.  The Company is  not required to have, nor were we engaged to perform, an audit of its internal  control over financial reporting.  Our  audit included consideration of internal control over financial reporting as a  basis for designing audit procedures that are appropriate in the circumstances,  but not for the purpose of expressing an opinion on the effectiveness of the  Company’s internal control over financial reporting.  Accordingly, we express no such opinion.  An audit also includes examining, on a test  basis, evidence supporting the amounts and disclosures in the financial  statements, assessing the accounting principles used and significant estimates  made by management, as well as evaluating the overall financial statement  presentation.  We believe that our audit  provides a reasonable basis for our opinion.

In  our opinion, the consolidated financial statements referred to above present  fairly, in all material respects, the financial position of Royalite Petroleum  Company, Inc., an exploration stage company, as of April 30, 2008 and April 30,  2007, and the results of its operations and cash flows for the years then  ended, and for the period December 2, 2005 (date of inception) to April 30,  2008, in conformity with accounting principles generally accepted in The United  States of America.

The  accompanying financial statements have been prepared assuming that the Company  will continue as a going concern.  As  discussed in Note 1 to the financial statements, the Company has suffered  recurring losses from operations, which raise substantial doubt about its  ability to  continue as a going concern.  Management's  plans regarding those matters are described in Note 1. Absent the successful  completion of one of these alternatives, the Company’s operating results will  increasingly become uncertain.  The financial statements do  not include any adjustments that might result from the outcome of  this uncertainty.



/s/ Sarna & Company

Sarna &  Company,
  Certified  Public Accountants
  Westlake Village, California
  August  11, 2008

---

ROYALITE PETROLEUM COMPANY INC.(An Exploration Stage Company)

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

|                                                            |   | APRIL 30   |  
|----------------------------------------------------------- | - | ---------- | -
|                                                            |   | 2008       |  
|                                                            |   |            |  
|ASSETS                                                      |   |            |  
|Current                                                     |   |            |  
|Cash and
      cash equivalents                             | $ | 43,469     |  
|Prepaid expenses                                            |   | 23,959     |  
|Other assets                                                |   | -          |  
|Assets held for discontinued
      operations (Note 4)      |   | 41,879     |  
|                                                            |   | 109,307    |  
|                                                            |   |            |  
|Property And Equipment(Note
      5)                        |   | -          |  
|License Rights(Note 6)                                      |   | 2,599      |  
|Deposit on Unproven Oil and
      Gas Property Related     |   |            |  
|Party (Note 7)                                              |   | 12,700,000 |  
|Unproven Oil and Gas Properties(Note 8)                     |   | 2,520,413  |  
|Deposits                                                    |   | 60,000     |  
|                                                            |   |            |  
|                                                            | $ | 15,392,319 |  
|                                                            |   |            |  
|LIABILITIES                                                 |   |            |  
|Current                                                     |   |            |  
|Accounts payable and accrued
      liabilities              | $ | 1,280,122  |  
|Loans payable
       Related Parties (Note 9)              |   | 46,750     |  
|Share subscriptions received
      (Note 10)                |   | 364,985    |  
|Notes payable
      (Note 11)                               |   | 20,000     |  
|Liabilities held for discontinued
      operations (Note 4) |   | 82,893     |  
|                                                            |   | 1,794,750  |  
|STOCKHOLDERS EQUITY                                        |   |            |  
|                                                            |   |            |  
|Capital Stock(Note 11)                                      |   |            |  
|Authorized:                                                 |   |            |  
|500,000,000 common shares, par value $0.001                 |   |            |  
|100,000,000 preferred shares, par value $0.001              |   |            |  
|                                                            |   |            |  
|Issued:                                                     |   |            |  
|88,107,270 common shares (April 30, 2007                   |   |            |  
|36,907,270)                                                 |   | 88,207     |  
|                                                            |   |            |  
|Additional Paid-In Capital                                  |   | 19,076,223 |  
|Warrants                                                    |   | 351,100    |  
|Accumulated Deficit During Exploration Stage                |   | (5,909,658 | )
|Accumulated Other Comprehensive Loss                        |   | (8,303     | )
|                                                            |   | 13,597,569 |  
|                                                            |   |            |  
|                                                            | $ | 15,392,319 |  
|                                                            |   |            |  
|Commitments and Contingencies (Note 13)                     |   |            |  
|Subsequent Event (Note16)                                   |   |            |  

See Accompanying Notes to Financial Statements

---

ROYALITE PETROLEUM COMPANY INC.(An Exploration Stage Company)

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

|                                                    |   |             |   |   |            |   |   | PERIOD      |  
|--------------------------------------------------- | - | ----------- | - | - | ---------- | - | - | ----------- | -
|                                                    |   |             |   |   |            |   |   | FROM        |  
|                                                    |   |             |   |   |            |   |   | INCEPTION   |  
|                                                    |   |             |   |   |            |   |   | DECEMBER 2, |  
|                                                    |   |             |   |   |            |   |   | 2005        |  
|                                                    |   | YEARS ENDED |   |   | TO         |  
|                                                    |   | APRIL 30    |   |   | APRIL 30   |  
|                                                    |   | 2008        |   |   | 2007       |   |   | 2008        |  
|                                                    |   |             |   |   |            |   |   |             |  
|Revenues                                            | $ | -           |   | $ | -          |   | $ | -           |  
|                                                    |   |             |   |   |            |   |   |             |  
|Operating Expenses                                  |   |             |   |   |            |   |   |             |  
|Oil and gas exploration expenses                    |   | 586,010     |   |   | 2,471,752  |   |   | 3,091,852   |  
|Selling , general and administrative
      expenses |   | 820,696     |   |   | 910,967    |   |   | 1,893,645   |  
|Depreciation and amortization                       |   | 3,980       |   |   | 2,958      |   |   | 6,951       |  
|Loss on disposal of assets                          |   | 10,001      |   |   | -          |   |   | 10,001      |  
|                                                    |   | 1,420,687   |   |   | 3,385,677  |   |   | 5,002,449   |  
|                                                    |   |             |   |   |            |   |   |             |  
|Loss from Operations                                |   | (1,420,687  | ) |   | (3,385,677 | ) |   | (5,002,449  | )
|                                                    |   |             |   |   |            |   |   |             |  
|Other Expenses                                      |   |             |   |   |            |   |   |             |  
|Interest expense                                    |   | (3,301      | ) |   | (861       | ) |   | (4,162      | )
|Fair value of discount on private placement         |   | -           |   |   | (763,800   | ) |   | (763,800    | )
|Oil and gas property write
      offs               |   | (92,000     | ) |   | -          |   |   | (92,000     | )
|Loss on discontinued operations                     |   | (37,528     | ) |   | (9,719     | ) |   | (47,247     | )
|                                                    |   | (132,829    | ) |   | (766,773   | ) |   | (907,209    | )
|                                                    |   |             |   |   |            |   |   |             |  
|Net Loss                                            | $ | (1,553,516  | ) | $ | (4,160,057 | ) | $ | (5,909,658  | )
|                                                    |   |             |   |   |            |   |   |             |  
|Basic and Diluted Loss per Common Share             | $ | (0.04       | ) | $ | (0.15      | ) | $ |             |  
|                                                    |   |             |   |   |            |   |   |             |  
|Weighted Average Number of Common Shares            |   |             |   |   |            |   |   |             |  
|Outstanding                                         |   | 40,960,275  |   |   | 26,957,223 |   |   |             |  

See Accompanying Notes to Financial Statements

---

ROYALITE PETROLEUM COMPANY INC.(An Exploration Stage Company)

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

|                                        |   |             |   |   |            |   |   | PERIOD      |  
|--------------------------------------- | - | ----------- | - | - | ---------- | - | - | ----------- | -
|                                        |   |             |   |   |            |   |   | FROM        |  
|                                        |   |             |   |   |            |   |   | INCEPTION   |  
|                                        |   |             |   |   |            |   |   | DECEMBER 2, |  
|                                        |   |             |   |   |            |   |   | 2005        |  
|                                        |   | YEARS ENDED |   |   | TO         |  
|                                        |   | APRIL 30    |   |   | APRIL 30   |  
|                                        |   | 2008        |   |   | 2007       |   |   | 2008        |  
|                                        |   |             |   |   |            |   |   |             |  
|Net Loss                                | $ | (1,553,516  | ) | $ | (4,160,057 | ) | $ | (5,909,658  | )
|                                        |   |             |   |   |            |   |   |             |  
|Other Comprehensive Loss                |   |             |   |   |            |   |   |             |  
|Foreign currency translation adjustment |   | (6,518      | ) |   | (1,785     | ) |   | (8,303      | )
|                                        |   |             |   |   |            |   |   |             |  
|Comprehensive Loss                      | $ | (1,560,034  | ) | $ | (4,161,842 | ) | $ | (5,917,961  | )

See Accompanying Notes to Financial Statements

---

ROYALITE PETROLEUM COMPANY INC.(An Exploration Stage Company)

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

|                                                    |   |             |    |  |            |   |   | PERIOD FROM    |  
|--------------------------------------------------- | - | ----------- | -- |  | ---------- | - | - | -------------- | -
|                                                    |   |             |    |  |            |   |   | INCEPTION      |  
|                                                    |   |             |    |  |            |   |   | DECEMBER 2,    |  
|                                                    |   | YEARS ENDED |    |  | 2005       |  
|                                                    |   | APRIL 30    |    |  | TO         |  
|                                                    |   | 2008        |    |  | 2007       |   |   | APRIL 30, 2008 |  
|                                                    |   |             |    |  |            |   |   |                |  
|Cash Flows From Operating Activities                |   |             |    |  |            |   |   |                |  
|Net loss                                            | $ | (1,553,516  | )$ |  | (4,160,057 | ) | $ | (5,909,658     | )
|                                                    |   |             |    |  |            |   |   |                |  
|Adjustments to reconcile net loss to Net            |   |             |    |  |            |   |   |                |  
|Cash Used in Operating Activities                   |   |             |    |  |            |   |   |                |  
|Depreciation and
      amortization                 |   | 3,980       |    |  | 2,958      |   |   | 6,951          |  
|Fair value of discount on private
      placement   |   | -           |    |  | 763,800    |   |   | 763,800        |  
|Fair value of stock
      issued pursuant to        |   |             |    |  |            |   |   |                |  
|investor relations
      contracts                  |   | 47,500      |    |  | -          |   |   | 47,500         |  
|Loss on disposal
      of property and              |   |             |    |  |            |   |   |                |  
|equipment                                           |   | 10,001      |    |  | -          |   |   | 10,001         |  
|Write-off of oil
      and gas property exploration |   |             |    |  |            |   |   |                |  
|expenditures                                        |   | -           |    |  | 2,250,118  |   |   | 2,250,118      |  
|Write off of oil
      and gas property acquisition |   |             |    |  |            |   |   |                |  
|costs                                               |   | 92,000      |    |  | -          |   |   | 92,000         |  
|Changes in Operating Assets and Liabilities         |   |             |    |  |            |   |   |                |  
|Prepaid expenses                                    |   | 95,873      |    |  | (110,332   | ) |   | (14,459        | )
|Other assets                                        |   | 1,079       |    |  | (1,079     | ) |   | -              |  
|Deposits                                            |   | (31,500     | )  |  | (25,000    | ) |   | (60,000        | )
|Assets held for
      discontinued operations       |   | 15,689      |    |  | (15,379    | ) |   | 310            |  
|Accounts payable and accrued liabilities            |   | 119,132     |    |  | 1,081,620  |   |   | 1,226,177      |  
|Liabilities held
      for discontinued operations  |   | (11,529     | )  |  | 6,710      |   |   | (4,819         | )
|Net Cash Used in Operating Activities               |   | (1,211,291  | )  |  | (206,641   | ) |   | (1,592,079     | )
|                                                    |   |             |    |  |            |   |   |                |  
|Cash Flows From Investing Activities                |   |             |    |  |            |   |   |                |  
|Cash paid on deposit for unproven
      oil         |   |             |    |  |            |   |   |                |  
|property  related party                            |   | (340,000    | )  |  | -          |   |   | (340,000       | )
|Cash paid on unproven oil properties                |   | (106,729    | )  |  | (4,375,292 | ) |   | (4,770,531     | )
|Cash acquired on reverse merger                     |   | -           |    |  | 4,038,375  |   |   | 4,038,375      |  
|Acquisition of property and equipment               |   | -           |    |  | (13,051    | ) |   | (16,551        | )
|                                                    |   | (446,729    | )  |  | (349,968   | ) |   | (1,088,707     | )
|Cash Flows From Financing Activities                |   |             |    |  |            |   |   |                |  
|Payments on notes payable- related party            |   | -           |    |  | (98,294    | ) |   | (98,294        | )
|Proceeds from Stock issuances                       |   | -           |    |  | 1,548,000  |   |   | 2,334,200      |  
|Proceeds from share subscriptions received          |   | 364,985     |    |  | -          |   |   | 364,985        |  
|Proceeds from loans payable -
      related parties |   | 25,070      |    |  | -          |   |   | 123,364        |  
|                                                    |   | 390,055     |    |  | 1,449,706  |   |   | 2,724,255      |  
|                                                    |   |             |    |  |            |   |   |                |  
|Net Increase (Decrease) in Cash and Cash            |   |             |    |  |            |   |   |                |  
|Equivalents                                         |   | (1,267,965  | )  |  | 893,097    |   |   | 43,469         |  
|                                                    |   |             |    |  |            |   |   |                |  
|Cash and Cash Equivalents, beginning of             |   |             |    |  |            |   |   |                |  
|Period                                              |   | 1,311,434   |    |  | 418,337    |   |   | -              |  
|                                                    |   |             |    |  |            |   |   |                |  
|Cash and Cash Equivalents, end of Period            |   |             |    |  |            |   |   |                |  
|                                                    | $ | 43,469$     |    |  | 1,311,434  |   | $ | 43,469         |  

(Continued)

See Accompanying Notes to Financial Statements

---

ROYALITE PETROLEUM COMPANY INC.(An Exploration Stage Company)

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

|                                          |   |             |  |   |           |  |   | PERIOD FROM    | 
|----------------------------------------- | - | ----------- |  | - | --------- |  | - | -------------- | 
|                                          |   |             |  |   |           |  |   | INCEPTION      | 
|                                          |   |             |  |   |           |  |   | DECEMBER 2     | 
|                                          |   | YEARS ENDED |  |   | 2005      | 
|                                          |   | APRIL 30    |  |   | TO        | 
|                                          |   | 2008        |  |   | 2007      |  |   | APRIL 30, 2008 | 
|                                          |   |             |  |   |           |  |   |                | 
|Supplementary Cash Flow Information       |   |             |  |   |           |  |   |                | 
|                                          |   |             |  |   |           |  |   |                | 
|Taxes paid                                | $ | -           |  | $ | -         |  | $ | -              | 
|                                          |   |             |  |   |           |  |   |                | 
|Interest paid                             | $ | -           |  | $ | 2,973     |  | $ | 2,973          | 
|                                          |   |             |  |   |           |  |   |                | 
|Supplementary disclosure for Non-Cash     |   |             |  |   |           |  |   |                | 
|Investing and Financing Activities        |   |             |  |   |           |  |   |                | 
|                                          |   |             |  |   |           |  |   |                | 
|Stock issued on acquisition of Worldbids |   |             |  |   |           |  |   |                | 
|business                                  | $ | -           |  | $ | 3,905,530 |  | $ | 3,905,530      | 
|Stock issued as deposit on Oil and Gas    |   |             |  |   |           |  |   |                | 
|property - Related
      Party            | $ | 12,000,000  |  | $ | -         |  | $ | 12,000,000     | 
|Stock issued for acquisition of Oil and   |   |             |  |   |           |  |   |                | 
|Gas properties                            | $ | 92,000      |  | $ | -         |  | $ | 92,000         | 
|Stock issued as finders fees for Oil and  |   |             |  |   |           |  |   |                | 
|Gas property                              | $ | 360,000     |  | $ | -         |  | $ | 360,000        | 

See Accompanying Notes to Financial Statements

---

ROYALITE PETROLEUM COMPANY INC.(AnExplorationStageCompany)

CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY(Statedin U.S.Dollars)

|                             |              |  |   |         |  |   |            |  |   |             |  |   | ACCUMULATED    |   |   |              |  |   |          |  
|---------------------------- | ------------ |  | - | ------- |  | - | ---------- |  | - | ----------- |  | - | -------------- | - | - | ------------ |  | - | -------- | -
|                             |              |  |   |         |  |   | ADDITIONAL |  |   |             |  |   | DEFICIT DURING |   |   | OTHER        |  |   | TOTAL    |  
|                             | COMMON STOCK |  |   | PAID IN |  |   |            |  |   | DEVELOPMENT |  |   | COMPREHENSIVE  |   |   | STOCKHOLDERS | 
|                             | SHARES       |  |   | AMOUNT  |  |   | CAPITAL    |  |   | WARRANTS    |  |   | STAGE          |   |   | LOSS         |  |   | EQUITY   |  
|                             |              |  |   |         |  |   |            |  |   |             |  |   |                |   |   |              |  |   |          |  
|Balance, December 2, 2005    | -            |  | $ | -       |  | $ | -          |  | $ | -           |  | $ | -              |   | $ | -            |  | $ | -        |  
|                             |              |  |   |         |  |   |            |  |   |             |  |   |                |   |   |              |  |   |          |  
|Common shares issued for     |              |  |   |         |  |   |            |  |   |             |  |   |                |   |   |              |  |   |          |  
|cash at $0.001 per share     | 18,000,000   |  |   | 18,000  |  |   | -          |  |   | -           |  |   | -              |   |   | -            |  |   | 18,000   |  
|Common shares issued for     |              |  |   |         |  |   |            |  |   |             |  |   |                |   |   |              |  |   |          |  
|cash; Reg. S - Private       |              |  |   |         |  |   |            |  |   |             |  |   |                |   |   |              |  |   |          |  
|Placement at $0.10 per share | 2,000,000    |  |   | 2,000   |  |   | 198,000    |  |   | -           |  |   | -              |   |   | -            |  |   | 200,000  |  
|Common shares issued for     |              |  |   |         |  |   |            |  |   |             |  |   |                |   |   |              |  |   |          |  
|cash; Reg. D - Private       |              |  |   |         |  |   |            |  |   |             |  |   |                |   |   |              |  |   |          |  
|Placement at $0.10 per share | 100,000      |  |   | 100     |  |   | 9,900      |  |   | -           |  |   | -              |   |   | -            |  |   | 10,000   |  
|Common shares issued for     |              |  |   |         |  |   |            |  |   |             |  |   |                |   |   |              |  |   |          |  
|cash; Reg. S - Private       |              |  |   |         |  |   |            |  |   |             |  |   |                |   |   |              |  |   |          |  
|Placement at $0.30 per share | 1,860,667    |  |   | 1,861   |  |   | 556,339    |  |   | -           |  |   | -              |   |   | -            |  |   | 558,200  |  
|Common shares issued for     |              |  |   |         |  |   |            |  |   |             |  |   |                |   |   |              |  |   |          |  
|licensing rights             | 3,000,000    |  |   | 3,000   |  |   | -          |  |   | -           |  |   | -              |   |   | -            |  |   | 3,000    |  
|Net Loss                     | -            |  |   | -       |  |   | -          |  |   | -           |  |   | (196,085       | ) |   | -            |  |   | (196,085 | )
|                             |              |  |   |         |  |   |            |  |   |             |  |   |                |   |   |              |  |   |          |  
|Balance April 30,
      2006 | 24,960,667   |  | $ | 24,961  |  | $ | 764,239    |  | $ | -           |  | $ | (196,085       | ) | $ | -            |  | $ | 593,115  |  

(Continued)

See Accompanying Notes to Financial Statements

---

ROYALITE PETROLEUM COMPANY INC.(AnExplorationStageCompany)

CONSOLIDATEDSTATEMENT OF STOCKHOLDERSEQUITY(Statedin U.S.Dollars)

|                               |              |  |   |         |  |   |            |  |   |             |  |   | ACCUMULATED       |   |   |                  |   |   |            |  
|------------------------------ | ------------ |  | - | ------- |  | - | ---------- |  | - | ----------- |  | - | ----------------- | - | - | ---------------- | - | - | ---------- | -
|                               |              |  |   |         |  |   | ADDITIONAL |  |   |             |  |   | DEFICIT DURING    |   |   | OTHER            |   |   | TOTAL      |  
|                               | COMMON STOCK |  |   | PAID IN |  |   |            |  |   | DEVELOPMENT |  |   | **COMPREHENSIVE** |   |   | **STOCKHOLDERS** |  
|                               | SHARES       |  |   | AMOUNT  |  |   | CAPITAL    |  |   | WARRANTS    |  |   | STAGE             |   |   | LOSS             |   |   | EQUITY     |  
|                               |              |  |   |         |  |   |            |  |   |             |  |   |                   |   |   |                  |   |   |            |  
|Balance April 30, 2006         | 24,960,667   |  | $ | 24,961  |  | $ | 764,239    |  | $ | -           |  | $ | (196,085          | ) | $ | -                |   | $ | 593,115    |  
|                               |              |  |   |         |  |   |            |  |   |             |  |   |                   |   |   |                  |   |   |            |  
|Common shares issued           |              |  |   |         |  |   |            |  |   |             |  |   |                   |   |   |                  |   |   |            |  
|pursuant to merger             | 10,914,603   |  |   | 10,914  |  |   | 3,894,616  |  |   | -           |  |   | -                 |   |   | -                |   |   | 3,905,530  |  
|Common shares issued for       |              |  |   |         |  |   |            |  |   |             |  |   |                   |   |   |                  |   |   |            |  
|cash; Reg. S - Private         |              |  |   |         |  |   |            |  |   |             |  |   |                   |   |   |                  |   |   |            |  
|Placement at $1.50 per share   | 1,032,000    |  |   | 1,032   |  |   | 1,195,868  |  |   | 351,100     |  |   | -                 |   |   | -                |   |   | 1,548,000  |  
|Fair value of Discount on      |              |  |   |         |  |   |            |  |   |             |  |   |                   |   |   |                  |   |   |            |  
|Issuance of 1,032,000 shares   |              |  |   |         |  |   |            |  |   |             |  |   |                   |   |   |                  |   |   |            |  
|at $1.50 per share             | -            |  |   | -       |  |   | 763,800    |  |   | -           |  |   | -                 |   |   | -                |   |   | 763,800    |  
|Foreign currency adjustment    | -            |  |   | -       |  |   | -          |  |   | -           |  |   | -                 |   |   | (1,785           | ) |   | (1,785     | )
|Net Loss                       | -            |  |   | -       |  |   | -          |  |   | -           |  |   | (4,160,057        | ) |   | -                |   |   | (4,160,057 | )
|                               |              |  |   |         |  |   |            |  |   |             |  |   |                   |   |   |                  |   |   |            |  
|Balance April 30, 2007         | 36,907,270   |  |   | 36,907  |  |   | 6,618,523  |  |   | 351,100     |  |   | (4,356,142        | ) |   | (1,785           | ) |   | 2,648,603  |  
|                               |              |  |   |         |  |   |            |  |   |             |  |   |                   |   |   |                  |   |   |            |  
|Common shares issued for Oil   |              |  |   |         |  |   |            |  |   |             |  |   |                   |   |   |                  |   |   |            |  
|and Gas properties             | 50,200,000   |  |   | 200     |  |   | 91,800     |  |   | -           |  |   | -                 |   |   | -                |   |   | 92,000     |  
|Common shares issued for       |              |  |   |         |  |   |            |  |   |             |  |   |                   |   |   |                  |   |   |            |  
|deposit on Oil and Gas         |              |  |   |         |  |   |            |  |   |             |  |   |                   |   |   |                  |   |   |            |  
|property                       | 50,000,000   |  |   | 50,000  |  |   | 11,950,000 |  |   | -           |  |   | -                 |   |   | -                |   |   | 12,000,000 |  
|Common shares issued as        |              |  |   |         |  |   |            |  |   |             |  |   |                   |   |   |                  |   |   |            |  
|finders fees for Oil and Gas   |              |  |   |         |  |   |            |  |   |             |  |   |                   |   |   |                  |   |   |            |  
|properties                     | 1,000,000    |  |   | 1,000   |  |   | 359,000    |  |   | -           |  |   | -                 |   |   | -                |   |   | 360,000    |  
|Common shares issued           |              |  |   |         |  |   |            |  |   |             |  |   |                   |   |   |                  |   |   |            |  
|pursuant to investor relations |              |  |   |         |  |   |            |  |   |             |  |   |                   |   |   |                  |   |   |            |  
|contracts                      | 100,000      |  |   | 100     |  |   | 56,900     |  |   | -           |  |   | -                 |   |   | -                |   |   | 57,000     |  
|Foreign currency translation   |              |  |   |         |  |   |            |  |   |             |  |   |                   |   |   |                  |   |   |            |  
|adjustment                     | -            |  |   | -       |  |   | -          |  |   | -           |  |   | -                 |   |   | (6,518           | ) |   | (6,518     | )
|Net Loss                       | -            |  |   | -       |  |   | -          |  |   | -           |  |   | (1,553,516        | ) |   | -                |   |   | (1,553,516 | )
|                               |              |  |   |         |  |   |            |  |   |             |  |   |                   |   |   |                  |   |   |            |  
|Balance April 30, 2008         | 88,107,270   |  | $ | 88,207  |  | $ | 19,076,223 |  | $ | 351,100     |  | $ | (5,909,658        | ) | $ | (8,303           | ) | $ | 13,597,569 |  

See Accompanying Notes to Financial Statements

---

ROYALITE PETROLEUM COMPANY INC.(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL
  STATEMENTS

APRIL 30, 2008(Stated in U.S.
    Dollars)

|1. | OPERATIONS
|-- | ----------
|   |           
|   | a)        
|   |           
|   |           
|   |           
|   |           
|   |           
|   |           
|   |           
|   | b)        
|   |           
|   |           
|   |           
|   |           
|   |           
|   |           

---

ROYALITE PETROLEUM COMPANY INC.(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2008(Stated in U.S. Dollars)

|1. | OPERATIONS(Continued)
|-- | ---------------------
|   |                      
|   | b)                   
|   |                      
|   |                      
|   |                      
|   |                      
|   |                      
|   |                      
|   |                      
|   |                      
|   |                      
|   |                      
|   |                      
|   | c)                   
|   |                      
|   |                      
|   |                      
|   |                      

---

ROYALITE PETROLEUM COMPANY INC.(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2008(Stated in U.S. Dollars)

|2. | SIGNIFICANT ACCOUNTING POLICIES
|-- | -------------------------------
|   |                                
|   | a)                             
|   |                                
|   |                                
|   |                                
|   |                                
|   |                                
|   | b)                             
|   |                                
|   |                                
|   |                                
|   | c)                             
|   |                                
|   |                                
|   |                                
|   | d)                             
|   |                                
|   |                                
|   |                                
|   |                                
|   |                                
|   |                                
|   |                                
|   |                                

---

ROYALITE PETROLEUM COMPANY INC.(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2008(Stated in U.S. Dollars)

|2. | SIGNIFICANT ACCOUNTING POLICIES(Continued)
|-- | ------------------------------------------
|   |                                           
|   | d)                                        
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   | e)                                        
|   |                                           
|   |                                           
|   |                                           
|   | f)                                        
|   |                                           
|   |                                           
|   |                                           
|   |                                           

---

ROYALITE PETROLEUM COMPANY INC.(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2008(Stated in U.S. Dollars)

|2. | SIGNIFICANT ACCOUNTING POLICIES(Continued)
|-- | ------------------------------------------
|   |                                           
|   | g)                                        
|   |                                           
|   |                                           
|   |                                           
|   | h)                                        
|   |                                           
|   |                                           
|   |                                           
|   | i)                                        
|   |                                           
|   |                                           
|   |                                           
|   | j)                                        
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           

---

ROYALITE PETROLEUM COMPANY INC.(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2008(Stated in U.S. Dollars)

|2. | SIGNIFICANT ACCOUNTING POLICIES(Continued)
|-- | ------------------------------------------
|   |                                           
|   | k)                                        
|   |                                           
|   |                                           
|   |                                           
|   | l)                                        
|   |                                           
|   |                                           
|   |                                           
|   | m)                                        
|   |                                           
|   |                                           
|   |                                           
|   | n)                                        
|   |                                           
|   |                                           
|   |                                           
|   | o)                                        
|   |                                           
|   |                                           
|   |                                           
|   |                                           

---

ROYALITE PETROLEUM COMPANY INC.(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2008(Stated in U.S. Dollars)

|2. | SIGNIFICANT ACCOUNTING POLICIES(Continued)
|-- | ------------------------------------------
|   |                                           
|   | p)                                        
|   |                                           
|   |                                           
|   |                                           
|   | q)                                        
|   |                                           
|   |                                           
|   |                                           
|   | r)                                        
|   |                                           
|   |                                           
|   |                                           
|   | s)                                        
|   |                                           
|   |                                           
|   |                                           
|   |                                           

---

ROYALITE PETROLEUM COMPANY INC.(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2008(Stated in U.S. Dollars)

|2. | SIGNIFICANT ACCOUNTING POLICIES(Continued)
|-- | ------------------------------------------
|   |                                           
|   | s)                                        
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           

---

ROYALITE PETROLEUM COMPANY INC.(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2008(Stated in U.S. Dollars)

|2. | SIGNIFICANT ACCOUNTING POLICIES(Continued)                                                                                                                                                        
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                   
|   | s)                                                                                                                                                                                                
|   |                                                                                                                                                                                                   
|   |                                                                                                                                                                                                   
|   |                                                                                                                                                                                                   
|   |                                                                                                                                                                                                   
|   |                                                                                                                                                                                                   
|   |                                                                                                                                                                                                   
|   |                                                                                                                                                                                                   
|3. | ACQUISITION                                                                                                                                                                                       
|   |                                                                                                                                                                                                   
|   | On February 28, 2007, the Company acquired 100 percent of
      the outstanding common stock of Worldbid Corporation by way of a
      triangular merger accounted for as a capital transaction.
|   |                                                                                                                                                                                                   
|   | The following table summarizes the fair value of assets
      acquired and liabilities assumed at the date of the acquisition, February
      28, 2007:                                           

Cash and cash
        equivalents
      $
      4,038,375Receivables
      
      6,602Deposits
      
      30,646Equipment
      
      4,941Total assets acquired
      
      4,080,564


---

ROYALITE PETROLEUM COMPANY INC.(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2008(Stated in U.S. Dollars)

|3. | ACQUISITION(Continued)
|-- | ----------------------

Accounts payable and accruedliabilities
      
      117,429Due to related parties
      
      21,680Deferred income
      
      15,925Notes payable
      
      20,000Total liabilities assumed
      
      175,034Net Assets Acquired
      $
      3,905,530


|4. | DISCONTINUED OPERATIONS                                                                                                                                                                                                                                                                                                                                                                                         
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | Pursuant to an agreement dated June 5, 2008, on July 7,
      2008 the Company completed the sale of its wholly owned subsidiary
      Company, Worldbid International Inc. and all the assets and liabilities of
      its internet business to Markteck Acquisition Corp. In consideration the
      Company received $50,000 and the assumption of approximately $93,000 in
      liabilities. (See Note 16).
|   |                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | The transaction was valued at the fair value of the
      assets and liabilities disposed of.                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | The following table summarizes the identifiable assets
      and liabilities of the business segment disposed of as of April 30, 2008
      and 2007.                                                                                                                                                                                                                                                           

| |                                                    |   | APRIL 30 | 
| | -------------------------------------------------- | - | -------- | 
| |                                                    |   | 2008     | 
| |                                                    |   |          | 
| | Assets Held for Discontinued Operations            |   |          | 
| |                                                    |   |          | 
| | Current                                            |   |          | 
| | Cash                                               | $ | 3,969    | 
| | Receivables - other                                |   | 2,746    | 
| |                                                    |   | 6,715    | 
| |                                                    |   |          | 
| | Deposits                                           |   | 32,247   | 
| | Property and equipment
       (net)               |   | 2,917    | 
| |                                                    |   |          | 
| | Total Assets Held for Discontinued Operations      | $ | 41,879   | 
| |                                                    |   |          | 
| | Liabilities Held for Discontinued Operations       |   |          | 
| |                                                    |   |          | 
| | Current                                            |   |          | 
| | Accounts payable and accrued liabilities           | $ | 68,823   | 
| | Deferred income                                    |   | 14,070   | 
| |                                                    |   |          | 
| | Total Liabilities Held for Discontinued Operations | $ | 82,893   | 

---

ROYALITE PETROLEUM COMPANY INC.(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2008(Stated in U.S. Dollars)

|5. | PROPERTY AND EQUIPMENT                                 
|-- | -------------------------------------------------------
|   |                                                        
|   | Property and equipment consists of the
      following:

| |                                      |   | APRIL 30 | 
| | ------------------------------------ | - | -------- | 
| |                                      |   | 2008     | 
| |                                      |   |          | 
| | Computer equipment and software      | $ | -        | 
| | Support equipment                    |   | -        | 
| | Less: Accumulated
      depreciation |   | -        | 
| |                                      | $ | -        | 

|6. | LICENSE RIGHTS                                
|-- | ----------------------------------------------
|   |                                               
|   | License rights consist of the
      following:

| |                                |   | APRIL 30 |  
| | ------------------------------ | - | -------- | -
| |                                |   | 2008     |  
| |                                |   |          |  
| | Licensing rights               | $ | 3,000    |  
| | Less: Accumulated depreciation |   | (401     | )
| |                                | $ | 2,559    |  

|7. | DEPOSIT ON UNPROVEN OIL AND GAS PROPERTY  RELATED
      PARTY                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | On April 2, 2008, the Company issued 50,000,000 common
      shares and advanced $340,000 to May Petroleum Inc. (May) pursuant to an
      oil and gas property agreement whereby the Company would acquire May
      Petroleum, Incs interest in an oil and gas prospect in Matagorda County,
      Texas. The fair value of the stock issuance was $12,000,000. As at April
      30, 2008 title to the interest in the property had not been transferred to
      the Company. Transfer of title was completed on June 2, 2008.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | As a result of the share issuance, May Petroleum Inc.
      became the Companys majority shareholder, and the President of May
      Petroleum was appointed as an officer and director of the
      Company.                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | The Company also issued 1,000,000 common shares as
      finders fees in relation to the above transaction. The fair value of the
      stock issuance was $360,000.                                                                                                                                                                                                                                                                                                                                                                 

---

ROYALITE PETROLEUM COMPANY INC.(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2008(Stated in U.S. Dollars)

|8. | UNPROVEN OIL AND GAS PROPERTIES(Continued)
        Unproven oil and gas properties consist of the
          following:
|-- | ----------------------------------------------------------------------------------------------------------------------

| |                                                 |   | APRIL 30   |  
| | ----------------------------------------------- | - | ---------- | -
| |                                                 |   | 2008       |  
| |                                                 |   |            |  
| | Acquisition costs                               | $ | 2,564,701  |  
| | Less: Write off of abandoned property           |   | (92,000    | )
| |                                                 |   | 2472,701   |  
| |                                                 |   |            |  
| | Exploration costs                               |   | 2,897,025  |  
| | Less: Write off of cost on abandoned
      well |   | (2,849,313 | )
| |                                                 |   | 47,712     |  
| |                                                 |   |            |  
| |                                                 | $ | 2,520,413  |  

On March 3, 2006 the Company acquired
  oil and gas leases from the Bureau of Land Management (BLM) representing a 100%
  working interest in 6 parcels totaling 10,127 acres situated in the Piute and
  Sanpete Counties of Utah. The Company has paid the BLM a total of $288,510 for
  the lease acquisition costs.

On July 25, 2006 the Company acquired
  an oil and gas lease from a private land owner representing a 100% working
  interest in approximately 1,326 acres in Piute County, Utah. The lease continues
  for 5 years with an option to extend the lease for another 5 years at 150% of
  the original payment. The contract includes royalties of 1/8th of the
  gross oil production proceeds from any well on the property each year, payable
  monthly. The Company paid the private land owner $12,030 for the lease
  acquisition costs.

On August 15, 2006 the Company acquired
  oil and gas leases from the BLM representing a 100% working interest in 17
  parcels totaling 19,913 acres situated in the Piute, Sanpete and Wayne Counties
  of Utah. The Company paid the BLM a total of $1,063,091 for the lease
  acquisition costs.

On September 1, 2006 the Company
  acquired oil and gas leases from the State of Utah representing a 100% working
  interest in 8 parcels totaling 3,094 acres situated in Piute County, Utah. The
  Company paid the State of Utah a total of $180,157 for the lease acquisition
  costs.

On November 21, 2006 the Company
  acquired oil and gas leases from the BLM representing a 100% working interest in
  4 parcels totaling 3,379 acres situated in Piute County, Utah. The Company paid
  the BLM a total of $161,435 for the lease acquisition costs.

On January 30, 2007 the Company
  acquired oil and gas leases from the State of Utah representing a 100% working
  interest in 5 parcels situated in Piute County, Utah. The Company paid the State
  of Utah a total of $34,432 for the lease acquisition costs

---

ROYALITE PETROLEUM COMPANY INC.(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2008(Stated in U.S. Dollars)

|8. | UNPROVEN OIL AND GAS PROPERTIES(Continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | On February 7, 2007 the Company acquired oil and gas leases from the BLM representing a 100% working interest in 5 parcels totaling 9,300 acres situated in Piute County, Utah. The Company paid the BLM a total of $13,952 for
      the lease acquisition costs.                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | On February 19, 2007 the Company acquired an undivided 2.5% mineral royalty interest to all oil and gas produced and sold off land under the existing oil and gas lease agreement dated May 23, 2005 between Crazy R Ranch, Inc and
      Silver Summit, L.C., and all extensions thereafter. Aforementioned lease from the Crazy R Ranch represents a 100% working interest in 9 parcels totaling 298 acres situated in Sevier County, Utah. The Company paid Crazy R. Ranch $200,000 for the
      mineral royalty interest.                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | On February 20, 2007 the Company acquired oil and gas leases from the BLM representing a 100% working interest in 11 parcels totaling 18,631 acres situated in Piute County, Utah. The Company paid the BLM a total of $301,943
      for the lease acquisition costs.                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | From October 1, 2006 to April 30, 2007, the Company executed 34 oil and gas leases with private land owners, representing a 100% working interest in approximately 11,836 gross acres situated in the Piute, Garfield and Iron
      Counties of Utah. The Company paid the private land owners $158,134 for the lease acquisition costs. Lease terms are for 5 years, with an option to extend for an additional 5 years. There are no future payment obligations on the leases.                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | On September 28, 2007, the Company renewed oil and gas leases with the BLM representing a 100% working interest in 17 parcels totaling 19,913 acres situated in the Piute, Sanpete and Wayne Counties of Utah. The Company paid the
      BLM a total of $29,876 for the annual lease costs.                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | On October 1, 2007, the Company renewed oil and gas leases with the State of Utah representing a 100% working interest in 8 parcels totaling 2,815 acres situated in Piute County, Utah. The Company paid the State of Utah a total of
      $4,551 for the annual lease costs.                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | On October 1, 2007, Royal Petroleum Company Inc. (the Company) entered into a Letter Agreement (the Letter Agreement) with Central Utah Lease Acquisition, L.P., a Utah Limited Partnership
      (CULA), whereby CULA granted the Company an option to purchase 62.5% of CULAs interest in an oil and gas project known as the Keystone Project.                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | The Keystone Project is located in Sanpete, Juab, and Severe Counties, Utah and consists of 66,700 net leasehold acres, with a combined net revenue interest of 80%. If the Company exercises the option, of which there is no
      assurance, the Company will have an opportunity to earn approximately 41,688 net leasehold acres. In consideration for this option, the Company issued to CULA 200,000 shares of common stock with a fair value of $92,000. In order to exercise this
      option, the Company must provide CULA with a written notice of exercise on or before November 21, 2007.

---

ROYALITE PETROLEUM COMPANY INC.(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2008(Stated in U.S. Dollars)

|8. | UNPROVEN OIL AND GAS PROPERTIES(Continued)                                                                                                                                                                                                                                                                               
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                          
|   | Upon exercise of the option, the parties will enter into a formal agreement for the purchase of 62.5% of CULAs interest in the Keystone Project with the following principal terms and conditions:                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                          
|   | (a)                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                          
|   | (b)                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                          
|   | In the event that CWEI is unwilling or unable to enter into the operating agreement on or before the Keystone Closing Date and both the Company and CULA are prepared to close the transaction, then the parties agree that the terms
      of the Letter Agreement shall be extended until CWEIs signature has obtained
|   |                                                                                                                                                                                                                                                                                                                          
|   | The Company failed to meet the conditions for closing, and accordingly the fair value of the 200,000 common shares issued of $92,000 has been written off in the period. The Company has decided to no longer pursue this
      property.                                                                                

---

ROYALITE PETROLEUM COMPANY INC.(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2008(Stated in U.S. Dollars)

|8. | UNPROVEN OIL AND GAS PROPERTIES(Continued)                                                                                                                                                                                                                                                                             
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                        
|   | On January 1, 2008, the Company renewed oil and gas
      leases with the BLM representing a 100% working interest in 4 parcels
      totaling 3,379 acres situated in Piute County, Utah. The Company paid the
      BLM a total of $5,070 for the annual lease costs.                                                
|   |                                                                                                                                                                                                                                                                                                                        
|   | On April 3, 2008, the Company renewed oil and gas leases
      with the BLM representing a 100% working interest in 5 parcels totaling
      9,300 acres situated in Piute County, Utah. The Company paid the BLM a
      total of $13,952 for the annual lease costs.                                                 
|   |                                                                                                                                                                                                                                                                                                                        
|   | On April 14, 2008, the Company renewed oil and gas leases
      with the State of Utah representing a 100% working interest in 5 parcels
      totaling 3,501 acres situated in Piute, Iron and Garfield Counties of
      Utah. The Company paid the State of Utah a total of $5,568 for the annual
      lease costs.
|   |                                                                                                                                                                                                                                                                                                                        
|   | From May 1, 2007 to April 30, 2008, the Company
      capitalized $47,712 in engineering costs related to regulatory reporting
      and filing, and the mapping, surveying, permitting and site release of
      future planned well drilling locations.                                                              
|   |                                                                                                                                                                                                                                                                                                                        
|9. | LOANS PAYABLE  RELATED PARTIES                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                        
|   | Loans payable comprise the
      following:                                                                                                                                                                                                                                                                            

| |                                                 |   | APRIL 30 | 
| | ----------------------------------------------- | - | -------- | 
| |                                                 |   | 2008     | 
| |                                                 |   |          | 
| | Amount due to a director, is unsecured, payable |   |          | 
| | on demand and bears interest at 10% per         |   |          | 
| | annum.                                          | $ | 26,680   | 
| | Amount due to significant shareholder,          |   |          | 
| | unsecured, payable on demand and
      non      |   |          | 
| | interest bearing                                |   | 20,070   | 
| |                                                 |   |          | 
| |                                                 | $ | 46,750   | 

|10. | SHARE SUBSCRIPTIONS RECEIVED                                                                                                                                                                                                               
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                            
|    | Pursuant to a private placement offering of 8,660,000
      common shares at $0.25 to raise gross proceeds of $2,165,000, as at April
      30, 2008 the Company had received share subscriptions amounting to
      $364,985 (2007  nil).

---

ROYALITE PETROLEUM COMPANY INC.(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2008(Stated in U.S. Dollars)

|11. | NOTES PAYABLE                                                                                                                                                                                                                                                                                                                                         
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                       
|    | Notes payable of $20,000 (April 30, 2007 - $20,000) are due upon demand, bear interest at 15% per annum, payable annually, and are secured by a general security agreement over the assets of Royalite Petroleum Company Inc.
      and by a subordination of intercompany debt between Royalite Petroleum Company Inc and Worldbid International Inc.
|    |                                                                                                                                                                                                                                                                                                                                                       
|12  | CAPITAL STOCK                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                       
|    | a)                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                       

---

ROYALITE PETROLEUM COMPANY INC.(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2008(Stated in U.S. Dollars)

|12  | CAPITAL STOCK  (Continued)  
|--- | -----------------------------
|    |                              
|    | a)                           
|    |                              
|    |                              
|    |                              
|    |                              
|    |                              
|    | b)                           
|    |                              
|    |                              
|    |                              
|    |                              
|    |                              
|13. | COMMITMENTS AND CONTINGENCIES
|    |                              
|    | a)                           
|    |                              
|    |                              

12
        Months ended April 30, 2009
      $
      1,800


| | ii) | On April 2, 2008, the Company entered into a management
      agreement with the Chairman and Chief Executive Officer. Pursuant to the
      terms of the management agreement, a management fee of $10,000 per month
      is to be paid based on a commitment to work 90 hours per month on our
      business development. The term of the management agreement is for a period
      of two years expiring at the close of business on March 31, 2010, unless
      otherwise terminated pursuant to the terms of the agreement or extended by
      the Board.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | b) | Contingencies                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |    | The Company is a 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 the Company. Management and legal counsel for the Company
      are of the opinion that the Banks claim is without
      merit.

---

ROYALITE PETROLEUM COMPANY INC.(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2008(Stated in U.S. Dollars)

|13. | COMMITMENTS AND CONTINGENCIES(Continued)
|--- | ----------------------------------------
|    |                                         
|    | b)                                      
|    |                                         
|    |                                         
|    |                                         
|14. | RELATED PARTY TRANSACTIONS              
|    |                                         
|    | a)                                      
|    |                                         
|    | b)                                      
|    |                                         
|    | c)                                      
|    |                                         
|    | d)                                      

| |                                 |   | APRIL
      30 | 
| | ------------------------------- | - | -------------- | 
| |                                 |   | 2008           | 
| | Income Statement Items          |   |                | 
| |                                 |   |                | 
| | Consulting fees                 | $ | 141,329        | 
| | Interest expense                |   | 2,293          | 
| | Management fees                 |   | 140,000        | 
| | Loss on discontinued operations |   | 110,331        | 
| |                                 |   |                | 
| |                                 | $ | 393,953        | 

|15. | SEGMENTED INFORMATION                                                                                                                    
|--- | -----------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                          
|    | The Company currently operates in two geographic and
      business segments as follows:                                                 
|    |                                                                                                                                          
|    | a)                                                                                                                                       
|    |                                                                                                                                          
|    | b)                                                                                                                                       
|    |                                                                                                                                          
|    | Details on a geographic basis of the assets, liabilities
      and loss for the years ended April 30, 2008 and 2007 are as
      follows:

---

ROYALITE PETROLEUM COMPANY INC.(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2008(Stated in U.S. Dollars)

|15. | SEGMENTED INFORMATION(Continued)
|--- | --------------------------------

| | April 30, 2008      |   | USA        |  |   | Canada |  |   | Total      | 
| | ------------------- | - | ---------- |  | - | ------ |  | - | ---------- | 
| |                     |   |            |  |   |        |  |   |            | 
| | Assets              | $ | 15,350,440 |  | $ | 41,879 |  | $ | 15,392,319 | 
| | Liabilities         | $ | 1,711,857  |  | $ | 82,893 |  | $ | 1,794,750  | 
| | Loss for the period | $ | 1,515,988  |  | $ | 37,528 |  | $ | 1,553,516  | 
| |                     |   |            |  |   |        |  |   |            | 
| | April 30, 2007      |   | USA        |  |   | Canada |  |   | Total      | 
| |                     |   |            |  |   |        |  |   |            | 
| | Assets              | $ | 3,881,609  |  | $ | 57,568 |  | $ | 3,939,177  | 
| | Liabilities         | $ | 1,202,670  |  | $ | 87,904 |  | $ | 1,290,574  | 
| | Loss for the period | $ | 4,150,338  |  | $ | 9,719  |  | $ | 4,160,057  | 

|16. | SUBSEQUENT EVENTS
|--- | -----------------
|    |                  
|    | a)               
|    |                  
|    |                  
|    |                  
|    |                  
|    |                  
|    |                  
|    |                  
|    |                  
|    |                  
|    |                  
|    |                  
|    |                  

---

ROYALITE PETROLEUM COMPANY INC.(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2008(Stated in U.S. Dollars)

|16. | SUBSEQUENT EVENTS(Continued)
|--- | ----------------------------
|    |                             
|    | b)                          
|    |                             
|    | c)                          
|    |                             
|    | d)                          

---

ITEM
9.              
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE.

None.

ITEM
9AT.          CONTROLS AND
PROCEDURES.

We maintain disclosure controls and procedures that are
designed to ensure that information required to be disclosed in our Exchange Act
reports is recorded, processed, summarized and reported within the time periods
specified in the Securities and Exchange Commission rules and forms, and that
such information is accumulated and communicated to our management to allow
timely decisions regarding required disclosure based closely on the definition
of "disclosure controls and procedures" in Rule 13a-15(e) and 15d-15(e). In
designing and evaluating the disclosure controls and procedures, management
recognized that all internal control systems, no matter how well designed and
operated, can provide only reasonable assurance of achieving the desired control
objectives, and management was required to apply its judgment in evaluating the
cost-benefit relationship of possible controls and procedures.

We carried out an assessment, 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 as of the end of the period covered in this report. Based on the
foregoing, our principal executive officer and principal financial officer
concluded that our disclosure controls and procedures were effective.

There has been no change in our internal controls over
financial reporting that occurred during the period covered by this Annual
Report on Form 10-K that has materially affected, or is reasonably likely to
materially affect, its internal controls over financial reporting.

Managements Annual Report on Internal Control Over
Financial Reporting.

Our management is responsible for establishing and maintaining
adequate internal control over financial reporting for us, as such term is
defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal
control system was designed to provide reasonable assurance to our management
and Board of Directors regarding the preparation and fair presentation of
published financial statements.

Management assessed the effectiveness of our internal control
over financial reporting based on the criteria set forth by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO) in Internal
Control - Integrated Framework. Based on its assessment, management
concluded that its internal control over financial reporting was effective as of
April 30, 2008.

This annual report does not include an attestation report of
our registered public accounting firm regarding internal control over financial
reporting. Managements report was not subject to attestation by our registered
public accounting firm pursuant to temporary rules of the Securities and
Exchange Commission that permit us to provide only managements report in this
annual report.

Limitations on the Effectiveness of Internal
Controls

Our management does not expect that its disclosure controls and
procedures, nor its internal control over financial reporting, will necessarily
prevent all fraud and material error. Our disclosure controls and procedures are
designed to provide reasonable assurance of achieving its objectives and our
Chief Executive Officer and Chief Financial Officer concluded that the
disclosure controls and procedures are effective at a reasonable, but not
absolute, assurance level. Further, the design of a control system must reflect
the fact that there are resource constraints, and the benefits of controls must
be considered relative to the costs.

Because of the inherent limitations in all control systems, no
assessment of controls can provide absolute assurance that all control issues
and instances of fraud, if any, will be detected. Inherent limitations include
the realities that judgments in decision-making can be faulty, and that
breakdowns can occur because of a simple error or mistake. Additionally,
controls can be circumvented by the individual acts of some persons, by

22

---

collusion of two or more people, or by management override of
internal control. The design of any system of controls also is based in part
upon certain assumptions about the likelihood of future events, and there can be
no assurance that any design will succeed in achieving its stated goals under
all potential future conditions. Over time the degree of compliance with the
policies or procedures may deteriorate or the controls may become inadequate due
to changes in conditions.

ITEM
9B.          OTHER
INFORMATION.

|1. | On August 6, 2008, we completed a private placement of
      8,660,000 shares of our common stock at a price of $0.25 per share for
      gross proceeds of $2,165,000 (the Private Placement). We previously
      announced the Private Placement for the sale of up to 8,000,000 shares of
      our common stock. As the Private Placement was oversubscribed, our Board
      of Directors approved an increase in the Private Placement of up to
      8,660,000 shares of our common stock. The proceeds of the Private
      Placement will be used to fund our business and for working capital
      purposes. The offering was made to accredited investors pursuant to Rule
      506 of Regulation D promulgated under the Securities Act.                                                                                                                               
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|2. | On August 7, 2008, our Board of Directors approved a
      private placement offering of up to 12,500,000 shares of our common stock
      at a price of $0.40 per share for aggregate gross proceeds of $5,000,000
      (the Private Placement Offering). The proceeds of the Private Placement
      Offering will be used to fund our business and for working capital
      purposes. The Private Placement Offering will be made to accredited
      investors pursuant to Rule 506 of Regulation D promulgated under the
      Securities Act. We may also pay commissions of up to 10% where permitted
      by law to licensed brokers or investment dealers or other qualified
      finders introducing purchasers of the Private Placement Offering. There is
      no assurance that the Private Placement Offering will be completed on the
      above terms or at all.

23

---

PART III

ITEM
10.             DIRECTORS,
EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

The following table sets forth the names and positions of our
officers and directors as of the date hereof.

Name
    Age
    PositionsNorris R. Harris
    74
    Chief Executive Officer, Chairman and DirectorD. James Fajack
    72
    Chief Financial Officer and DirectorLogan B. Anderson
    54
    President, Secretary, Treasurer and Director


Set forth below is a brief description of the background and
business experience of our executive officers and directors:

Norris R. Harris.Mr. Harris was appointed our Chief
Executive Officer, Chairman and a member of our Board of Directors on March 31,
2008. Mr. Harris has considerable experience over the past 50 years in oil and
gas exploration, founding and restructuring of oil and gas companies and in oil
and gas drilling and operations. Mr. Harris has been a member of the AAPG
(American Association of Petroleum Geologists) since October 20, 1980 and is an
Emeritus Member of the Society Exploration Geophysicists. Mr. Harris has an
extensive base of contacts in the oil and gas industry and the Company believes
his appointment will provide the expertise required for the Company to properly
evaluate and exploit its existing oil and gas properties and to seek other
opportunities in the oil and gas industry.

Over the past five years, Mr. Harriss business experience is
as follows:

|- | From January 1, 2003 to present,
      Mr. Harris owned and operated Gulfport Oil And Gas, Inc.;
|- | ------------------------------------------------------------------------------------------------
|- | From January 1, 2006 to present,
      he owned and operated Range Resources;                   
|- | From January 1, 2007 to present,
      he owned and operated May Petroleum, Inc.; and           
|- | Since 1988 he has drilled wells
      for his own account in Alabama and Texas.                 

Mr. Harris has also acted as an officer or director of Texas
Arkansas Petroleum Company, Centex Oil & Gas Inc., and Basin Exploration
Corporation, all of which corporations were engaged in oil and gas exploration.
He also has considerable international oil and gas exploration experience as a
geophysicist with Mobil Oil Corporation where he worked in Turkey, Austria,
Holland, England (North Sea) and Nigeria.

D. James Fajack.Mr. Fajack was appointed our Chief
Financial Officer and a member of our Board of Directors on April 11, 2008. Mr.
Fajack, a Certified Public Accountant, received his BS Degree with Honors from
John Carrol University and an MBA from Case Western Reserve University.

Since March 1, 2001, Mr. Fajack has served as the chief
operating officer of Marjorie and Associates, P.C., managing the business of a
commercial law firm in Texas. Mr. Fajack has also served as an officer or
director of several publicly traded companies including:

|- | OKC Corp. (NYSE)          
|- | --------------------------
|- | Buttes Gas & Oil (NYSE)   
|- | Remington Oil & Gas (NYSE)
|- | OKC Partners (NASD)       
|- | King Resources, Inc.      

Logan B. Anderson.Mr. Anderson is our President,
Secretary, Treasurer and a member of our Board of Directors. 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

24

---

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 has also served as an officer or
director of several publicly traded companies including Royal Mines and Minerals
Corp. (OTCBB) and XLR Medical Corp. (OTC PinkSheets).

Significant Employees

Other than our executive officers and directors, we have no
significant employees.

Committees Of The Board Of Directors

We do not have a separately designated audit committee. As
such, our entire Board of Directors acts as our audit committee.

We do not have a separately designated compensation committee,
nominating committee, an executive committee of our board of directors, stock
plan committee or any other separately designated committees.

Audit Committee Financial Expert

Our Board of Directors has determined that each of D. James
Fajack and Logan B. Anderson, qualify as an audit committee financial expert
within the meaning prescribed by Item 407(d)(5) of Regulation S-K by virtue of
their professional qualifications as certified public accountant and associated
chartered accountant, respectively, and their experience.

Terms of Office

Our directors are appointed for one year terms to hold office
until the next annual general meeting of our stockholders 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.

Code of Ethics

We adopted a Code of Ethics applicable to our principal
executive officer, principal financial officer, and our principal accounting
officer, 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 principal executive officer, principal financial officer, or our principal
accounting officer, 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.

COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT

Section 16(a) of the Exchange Act requires our executive
officers and directors, and persons who beneficially own more than 10% of our
equity securities (collectively, the Reporting Persons), to file reports of
ownership and changes in ownership with the SEC. Reporting Persons are required
by SEC regulations to furnish us with copies of all forms they file pursuant to
Section 16(a). Based on our review of the copies of such forms received by us,
other than as described below, no other reports were required for those persons,
and we believe that during the year ended April 30, 2008, all Reporting Persons
complied with all Section 16(a) filing requirements applicable to them.

The following persons have failed to file, on a timely basis,
the identified reports required by Section 16(a) of the Securities Exchange Act
of 1934:

25

---

|Name and Principal Position                           | Number of Late Reports | Transactions 
      Not Timely Reported | Known Failures to 
      File a Required Form
|----------------------------------------------------- | ---------------------- | --------------------------------------- | ---------------------------------------------
|Norris R. Harris                                      | Two                    | Two                                     | Two                                          
|Chairman, Chief
      Executive Officer, and Director |                        |                                         |                                              
|                                                      |                        |                                         |                                              
|D. James Fajack                                       | One                    | One                                     | None                                         
|Chief Financial
      Officer and Director            |                        |                                         |                                              
|                                                      |                        |                                         |                                              
|Logan B. Anderson                                     | None                   | None                                    | None                                         
|President,
      Secretary, Treasurer and Director    |                        |                                         |                                              
|                                                      |                        |                                         |                                              
|William Charles Tao(1)                                |                        |                                         |                                              
|Former Director                                       | None                   | None                                    | None                                         
|                                                      |                        |                                         |                                              
|Michael L. Cass(2)                                    | None                   | None                                    | None                                         
|Former Chief Executive Officer, Former President      |                        |                                         |                                              
|and Former
      Director                             |                        |                                         |                                              

|Notes: |                                                                                  
|------ | ---------------------------------------------------------------------------------
|1.     | Dr. Tao resigned as a director on June 16,
2008.                                 
|2.     | Mr. Cass resigned as a director and executive officer on
      February 18, 2008.

ITEM
11.             EXECUTIVE
COMPENSATION.

SUMMARY COMPENSATION TABLE

The following table sets forth total compensation paid to or
earned by our named executive officers, as that term is defined in Item
402(m)(2) of Regulation S-K during the fiscal years ended April 30, 2008 and
2007.

SUMMARY COMPENSATION TABLEName & Principal 
        Position
      Year 
        End 
        April 30,
      Salary 
        ($)
      Bonus 
        ($)
      Stock 
        Awards
        ($)
      Option 
        Awards 
        ($)
      Non-Equity 
        Incentive 
        Plan 
        Compen- 
        sation ($)
      Nonqualified 
        Deferred
        Compen- 
        sation 
        Earnings 
        ($)
      All Other 
        Compen- 
        sation 
        ($)
      Total 
        ($)Norris R. Harris(1)
        Chairman, CEO &     Director
      2008 
        2007
      $10,000 
        n/a
      $0 
        n/a
      $0 
        n/a
      $0 
        n/a
      $0 
        n/a
      $0 
        n/a
      $0 
        n/a
      $10,000 
        n/aD. James Fajack(2)
        CFO & Director
      2008 
        2007
      $0 
        n/a
      $0 
        n/a
      $0 
        n/a
      $0 
        n/a
      $0 
        n/a
      $0 
        n/a
      $0 
        n/a
      $0 
        n/aLogan B. Anderson(3)
        President, Secretary,     Treasurer & Director 
        Former CEO and     Former CFO
      2008 
        2007
      $120,000 
        $105,000
      $0 
        $0
      $0 
        $0
      $0 
        $0
      $0 
        $0
      $0 
        $0
      $0 
        $0
      $120,000 
        $105,000


26

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Michael L. Cass(4)Former CEO,
      Former    President & Former    Director
      2008 
        2007
    $116,129 $20,000
    $0 $0
    $0 $0
    $0 $0
    $0 $0
    $0 $0
    $0 $0
    $116,129 $20,000Howard Thomson(5)Former
      executive     officer, former director
      2008 
        2007
    n/a $9,000
    n/a $0
    n/a $0
    n/a $0
    n/a $0
    n/a $0
    n/a $0
    n/a $9,000


|Notes: |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1)    | Mr. Harris was appointed the Chairman, CEO and a director
      on March 31, 2008. Mr. Harris is compensated $10,000 per month for his
      services pursuant to a Management Agreement dated April 2, 2008.                                                                                                                                                                                                                                                                                                                                                                                                                 
|(2)    | Mr. Fajack was appointed the CFO and a director on April
      11, 2008.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|(3)    | Mr. Anderson has served in various officer capacities.
      Mr. Anderson is currently the President, Secretary, Treasurer and a
      director.                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(4)    | Mr. Cass resigned as a director and executive officer on
      February 18, 2008. Mr. Cass was compensated for his services pursuant to a
      consulting agreement between Royalite Corp. and Nitra Corporation, a
      company in which Mr. Cass acts as its president. The compensation provided
      in the table above was paid to Nitra Corporation for the period from March
      1, 2007 to February 18, 2008. Royalite Corp. paid Nitra Corporation a
      total of $94,000 under the terms of Nitra Corporations contract with
      Royalite Corp. for the period from June 1, 2006 to February 28,
    2007.
|(5)    | Mr. Thomson resigned as our Chief Financial Officer,
      Secretary, Treasurer and as a member of our Board of Directors on August
      31, 2006.                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

As at our fiscal year ended April 30, 2008, we had no
outstanding equity awards.

Compensation of Directors

The following table sets forth total compensation paid to or
earned by our directors, other than directors who are also named executive
officers as that term is defined in Item 402(m)(2) of Regulation S-K, during the
fiscal year ended April 30, 2008:

DIRECTOR
        COMPENSATIONName & 
        Principal Position
      Year 
        Ended 
        April 30
      Fees 
        Earned/ 
        Paid in 
        Cash 
        ($)
      Stock 
        Awards 
        ($)
      Option 
        Awards 
        ($)
      Non-Equity 
        Incentive 
        Plan 
        Compen- 
        sation ($)
      Nonqualified 
        Deferred 
        Compen- 
        sation 
        Earnings 
        ($)
      All Other 
        Compen- 
        sation 
        ($)
      Total 
        ($)William C. Tao(1)
        Former Director
      2008
      $0
      $0
      $0
      $0
      $0
      $0
      $0


|Notes: |                                                                                                                      
|------ | ---------------------------------------------------------------------------------------------------------------------
|(1)    | Dr. Tao served as a member of our Board of Directors from
      July 10, 2006 until his resignation on June 16,
2008.

Employment Agreements

Norris R. Harris, our Chief Executive Officer and Chairman, is
paid pursuant to a management agreement with us dated April 2, 2008. Pursuant to
the terms of the agreement, Mr. Harris is to be paid a management fee of $10,000
per month based on Mr. Harris committing 90 hours per month on our business
development in consideration for acting as our Chairman and Chief Executive
Officer and providing management services to us. The term of the agreement is
for a period of two years expiring at the close of business on March 31, 2010,
unless otherwise terminated pursuant to the terms of the agreement or extended
by the Board.

27

---

Logan B. Anderson, our President, Secretary and Treasurer and
one of our directors, is paid pursuant to an executive consultant agreement with
us dated September 1, 2001. This consultant agreement was amended effective
November 1, 2002, August 29, 2003 and April 30, 2005 to reduce the consulting
fee that paid to Mr. Anderson from $12,500 per month to $3,000 per month and to
extend the term of the agreement. EffectiveMay 1, 2005,we
verbally agreed to increase the consulting fee paid to Mr. Anderson up to $5,000
per month, and effective August 1, 2006, we verbally agreed to increase the
consulting fee to $10,000 per month. 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.

Paul Wagorn, the Secretary, Treasurer and Chief Operating
Officer of Worldbid International Inc. (Worldbid), our former internet
business, was paid pursuant to a consulting contract with Worldbid. Mr. Wagorn
provided his services to us as a consultant. As a result of our disposition of
Worldbid, we are no longer obligated to pay Mr. Wagorn his consulting fee.

We do not currently have an employment, consulting or other compensation
  agreement with Mr. Fajack, our Chief Financial Officer and a director.

ITEM 12.
    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
      OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
      MATTERS.


EQUITY COMPENSATION PLANS

We do not currently have any equity compensation plans
(including individual compensation arrangements) in place under which our equity
securities are authorized for issuance.

Plan Category
      Number of 
        Securities to be Issued Upon Exercise of
      Outstanding Options (a)
      Weighted-Average Exercise
      Price of Outstanding Options (b)
      Number of Securities Remaining Available for Future
      Issuance Under Equity Compensation Plans (Excluding Securities
      Reflected in column (a)) (c)Equity Compensation Plans Approved By Security
      Holders
    Nil
    N/A
    NilEquity Compensation Plans Not Approved By Security
      Holders
    Nil
    N/A
    Nil


SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT

The following table sets forth certain information concerning
the number of shares of our common stock owned beneficially as of August 6,
2008by: (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 each of our named executive officers (as defined under Item
402(m)(2) of Regulation S-K), and (iii) officers and directors as a group.
Unless otherwise indicated, the shareholders listed possess sole voting and
investment power with respect to the shares shown.

28

---

Title of Class
      Name and Address of Beneficial
        Owner
      Number of Shares of Common
        Stock(1)
      Percentage of Common Stock(1)DIRECTORS AND OFFICERSCommon Stock
      Norris R. Harris 
        Chairman, CEO & Director
      50,000,000 
        (indirect)(2)
      51.6%Common Stock
      D. James Fajack 
        CFO & Director
      Nil
      NilCommon Stock
      Logan B. Anderson 
        President, Secretary, Treasurer & Director
      1,883,623 
        (direct)
      1.9%Common Stock
      All Officers and Directors 
        as a Group (3 persons)
      51,883,623
      53.6%5% SHAREHOLDERSCommon Stock
      May Petroleum, Inc. 
        1200 Nueces Street 
        Austin, Texas 78701
      50,000,000 
        (direct)
      51.6%


|(1) | Under Rule 13d-3, a beneficial owner of a security
      includes any person who, directly or indirectly, through any contract,
      arrangement, understanding, relationship, or otherwise has or shares: (i)
      voting power, which includes the power to vote, or to direct the voting of
      shares; and (ii) investment power, which includes the power to dispose or
      direct the disposition of shares. 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 August 6, 2008. As of August 6, 2008, there
      were 96,864,054 shares of our common stock issued and
  outstanding.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|(2) | Norris R. Harris is a controlling shareholder of May
      Petroleum, Inc. and, accordingly, indirectly holds 51.6% of our issued and
      outstanding common stock.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

CHANGES IN CONTROL

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

ITEM
13.             CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

RELATED TRANSACTIONS

Except as described below, none of the following parties has,
during the last two fiscal years, had any material interest, direct or indirect,
in any transaction with us or in any presently proposed transaction that has or
will materially affect us, other than noted in this section:

| | (i)  | Any of our directors or officers;                                 
| | ---- | ------------------------------------------------------------------
| | (ii) | Any person proposed as a nominee for election as a
      director;

29

---

| | (iii) | Any person who beneficially owns, directly or indirectly,
      shares carrying more than 10% of the voting rights attached to our
      outstanding shares of common stock;
| | ----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (iv)  | Any of our promoters; and                                                                                                                                                   
| | (v)   | Any relative or spouse of any of the foregoing persons
      who has the same house as such person.                                                                         

On February 28, 2007, we completed the acquisition of Royalite
Corp. The following related persons had a material interest in our acquisition
of Royalite Corp.:

Name
    Relationship to the Company
    Interest in the
      TransactionMichael L. Cass
    Former CEO, Former President and Former
      Director.
    Mr. Cass received an aggregate of 3,000,000 shares of our
      common stock in exchange for the shares or Royalite Corp. owned by him at
      the time the acquisition was completed. At the time the
      transaction was completed, Mr. Cass was also the CEO, President and a
      Director of Royalite Corp.William Charles Tao
    Former Director.
    Mr. Tao received an aggregate of
      400,000 shares of our common stock in exchange for the shares of Royalite
      Corp. owned by him at the time the acquisition was completed.K. Ian Matheson
    Former owner of more than 5% of outstanding
      stock.
    Mr. Matheson received an
      aggregate of 2,825,000 shares of our common stock in exchange for the
      shares of Royalite Corp. owned by him at the time the acquisition was
      completed. At the time the transaction was completed, Mr. Matheson
      was also the Chief Financial Officer, Treasurer, Secretary and a Director
      of Royalite Corp.Debra Matheson
    Spouse of former owner of more than 5% of
      outstanding stock.
    Mrs. Matheson received an
      aggregate of 1,500,000 shares of our common stock in exchange for the
      shares of Royalite Corp. owned by her at the time the acquisition was
      completed.Harold C. Moll
    Former owner of more than 5% of outstanding
      stock.
    Mr. Moll received an aggregate of
      3,802,000 shares of our common stock in exchange for the shares of
      Royalite Corp. owned by him at the time the acquisition was completed.


On April 2, 2008, May Petroleum, Inc. (May) acquired
50,000,000 shares of our common stock pursuant to the terms of an agreement
dated April 2, 2008 with May to acquire Mays interest in an oil and gas
prospect (the Prospect) in Matagorda County, Texas (the Agreement). May is a
company controlled by Norris R. Harris, the Companys Chairman, Chief Executive
Officer and Director. Although the Agreement was entered into on April 2, 2008,
its principal terms were negotiated with Mr. Harris prior to him becoming a
director or officer on the Company on March 31, 2008.

DIRECTOR INDEPENDENCE

Our common stock is quoted on the OTC Bulletin Board
inter-dealer quotation system, which does not have director independence
requirements. Under NASDAQ Rule 4200(a)(15), a director is not considered to be
independent if he or she is also an executive officer or employee of the
corporation. There is no member of our Board who is not an executive officer or
employee. As a result, we no independent directors.

As a result of our limited operating history and minimal
resources, our management believes that it will have difficulty in attracting
independent directors. In addition, we would likely be required to obtain
directors and

30

---

officers insurance coverage in order to attract and retain
independent directors. Our management believes that the costs associated with
maintaining such insurance is prohibitive at this time.

ITEM
14.             PRINCIPAL
ACCOUNTING FEES AND SERVICES.

The aggregate fees billed for the fiscal years ended April 30,
2008 and April 30, 2007 for professional services rendered by the principal
accountant for the audit of the Corporations annual financial statements and
review of the financial statements included in 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, 2008 | Year Ended April 30, 2007
|------------------ | ------------------------- | -------------------------
|Audit Fees         | $28,720                   | $16,309                  
|Audit-Related Fees | $0                        | $0                       
|Tax Fees           | $0                        | $0                       
|All Other Fees     | $0                        | $0                       
|Total              | $28,720                   | $16,309                  

ITEM
15.            
EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

|Exhibit | Description of Exhibit                                                                                                                                                      
|------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  |                                                                                                                                                                             
|        |                                                                                                                                                                             
|2.1     | Amended and Restated Agreement and Plan of Merger entered
      into on February 9, 2007 among the Company, Royalite Acquisition Corp. and
      Royalite Petroleum Corp.(9)
|        |                                                                                                                                                                             
|2.2     | Agreement and Plan of Merger entered into on February 28,
      2007 between the Company and Royalite Acquisition Corp.(10)                                                 
|        |                                                                                                                                                                             
|3.1     | Amended and Restated Articles of Incorporation filed
      January 13, 2006.(8)                                                                                             
|        |                                                                                                                                                                             
|3.2     | By-Laws of the Company.(1)                                                                                                                                                  
|        |                                                                                                                                                                             
|3.3     | Articles of Merger between Royalite Petroleum Corp. and
      Royalite Acquisition Corp.(10)                                                                                
|        |                                                                                                                                                                             
|3.4     | Articles of Merger between Royalite Acquisition Corp. and
      the Company.(10)                                                                                            
|        |                                                                                                                                                                             
|4.1     | Specimen Stock Certificate.(1)                                                                                                                                              
|        |                                                                                                                                                                             
|10.1    | Executive Consultant Agreement dated September 1, 2001
      between the Company and Logan B. Anderson.(2)                                                                  
|        |                                                                                                                                                                             
|10.2    | Amendment to Executive Consultant Agreement dated
      November 1, 2002 between the Company and Logan B. Anderson.(3)                                                      
|        |                                                                                                                                                                             
|10.3    | Amendment to Executive Consultant Agreement dated for
      reference August 29, 2003 between the Company and Logan B.
      Anderson.(4)                                   
|        |                                                                                                                                                                             
|10.4    | Amendment to Executive Consultant Agreement dated for
      reference April 30, 2005 between the Company and Logan B.
      Anderson.(5)                                    
|        |                                                                                                                                                                             
|10.5    | Agreement and Plan of Merger dated August 23, 2006
      between the Company and Royalite Petroleum Corp.(6)                                                                
|        |                                                                                                                                                                             
|10.6    | Settlement Agreement dated August 31, 2006 between the
      Company and Howard Thomson.(7)                                                                                 
|        |                                                                                                                                                                             
|10.7    | Consulting Agreement dated February 8, 2006 between
      Royalite Petroleum Corp. and Nitra Corporation.(11)                                                               
|        |                                                                                                                                                                             
|10.8    | Consulting Agreement dated August 1, 2007 between the
      Company and Kapco Consultants Corp.(11)                                                                         
|        |                                                                                                                                                                             
|10.9    | Letter Agreement dated October 1, 2007 between Central
      Utah Lease Acquisition, L.P. and the Company.(12)                                                              
|        |                                                                                                                                                                             
|10.10   | Consulting Agreement dated November 30, 2007 between CRG
      Partners, Inc. and the                                                                                       

31

---

|Exhibit | Description of Exhibit                                                                                                                                                        
|------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  |                                                                                                                                                                               
|        |                                                                                                                                                                               
|        | Company.(13)                                                                                                                                                                  
|        |                                                                                                                                                                               
|10.11   | Agreement dated
        effective April 2, 2008 between the Company and May Petroleum, Inc.(15)                                                                               
|        |                                                                                                                                                                               
|10.12   | Management Agreement
        dated April 2, 2008 between the Company and Norris R. Harris.(15)                                                                                
|        |                                                                                                                                                                               
|10.13   | Share Purchase
        Agreement dated for reference June 5, 2008 among the Company, Worldbid
        International Inc. and Marktech Acquisition Corp.(16)                   
|        |                                                                                                                                                                               
|14.1    | Code of Ethics.(4)                                                                                                                                                            
|        |                                                                                                                                                                               
|17.1    | Resignation
        of Michael Cass.(14)                                                                                                                                      
|        |                                                                                                                                                                               
|17.1    | Resignation
        of William C. Tao.(17)                                                                                                                                    
|        |                                                                                                                                                                               
|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.    

|**Notes** |                                                                                                                                             
|--------- | --------------------------------------------------------------------------------------------------------------------------------------------
|(1)       | Filed as an Exhibit to our Registration Statement on Form
      10-SB 12G/A filed with the SEC on November 30, 1999.                        
|(2)       | Filed as an Exhibit to our Annual Report on Form 10-KSB
      filed with the SEC on August 13, 2002.                                        
|(3)       | Filed as an Exhibit to our Quarterly Report on Form
      10-QSB filed with the SEC on March 17, 2003.                                      
|(4)       | Filed as an Exhibit to our Annual Report on Form 10-KSB
      for the year ended April 30, 2004 filed with the SEC on July 30,
    2004.    
|(5)       | Filed as an Exhibit to our Annual Report on Form 10-KSB
      for the year ended April 30, 2005 filed with the SEC on August 12,
      2005.
|(6)       | Filed as an Exhibit to our Current Report on Form 8-K
      filed with the SEC on August 29, 2006.                                          
|(7)       | Filed as an Exhibit to our Current Report on Form 8-K
      filed with the SEC on September 7, 2006.                                        
|(8)       | Filed as an Exhibit to our Quarterly Report on Form
      10-QSB filed with the SEC on March 22, 2006.                                      
|(9)       | Filed as an Exhibit to our Current Report on Form 8-K
      filed with the SEC on February 14, 2007.                                        
|(10)      | Filed as an Exhibit to our Current Report on Form 8-K
      filed with the SEC on March 6, 2007.                                            
|(11)      | Filed as an Exhibit to our Annual Report on Form 10-KSB
      filed with the SEC on September 11, 2007.                                     
|(12)      | Filed as an Exhibit to our Current Report on Form 8-K
      filed with the SEC on October 12, 2007.                                         
|(13)      | Filed as an Exhibit to our Current Report on Form 8-K
      filed with the SEC on December 6, 2007.                                         
|(14)      | Filed as an Exhibit to our Current Report on Form 8-K
      filed with the SEC on February 20, 2008.                                        
|(15)      | Filed as an Exhibit to our Current Report on Form 8-K
      filed with the SEC on April 4, 2008.                                            
|(16)      | Filed as an Exhibit to our Current Report on Form 8-K
      filed with the SEC on June 6, 2008.                                             
|(17)      | Filed as an Exhibit to our Current Report on Form 8-K
      filed with the SEC on June 20, 2008.                                            

32

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.

|      |                       |  |     | ROYALITE PETROLEUM COMPANY INC.
|----- | --------------------- |  | --- | -------------------------------
|      |                       |  |     |                                
|      |                       |  |     |                                
|      |                       |  |     |                                
|Date: | August
      13, 2008 |  | By: | /s/
      Norris R. Harris     
|      |                       |  |     | NORRIS R. HARRIS               
|      |                       |  |     | Chief Executive Officer        
|      |                       |  |     | (Principal Executive Officer)  
|      |                       |  |     |                                
|      |                       |  |     |                                
|      |                       |  |     |                                
|      |                       |  |     |                                
|Date: | August
      13, 2008 |  | By: | /s/
      D. James Fajack      
|      |                       |  |     | D. JAMES FAJACK                
|      |                       |  |     | Chief Financial Officer        
|      |                       |  |     | (Principal Accounting Officer) 



Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated.



|Date: | August
      13, 2008 |  | By: | /s/
      Norris R. Harris        
|----- | --------------------- |  | --- | ----------------------------------
|      |                       |  |     | NORRIS R. HARRIS                  
|      |                       |  |     | Director                          
|      |                       |  |     |                                   
|      |                       |  |     |                                   
|      |                       |  |     |                                   
|      |                       |  |     |                                   
|Date: | August
      13, 2008 |  | By: | /s/
      D. James Fajack         
|      |                       |  |     | D. JAMES FAJACK                   
|      |                       |  |     | Director                          
|      |                       |  |     |                                   
|      |                       |  |     |                                   
|      |                       |  |     |                                   
|      |                       |  |     |                                   
|Date: | August
      13, 2008 |  | By: | /s/
      Logan B. Anderson       
|      |                       |  |     | LOGAN B. ANDERSON                 
|      |                       |  |     | President, Secretary and Treasurer
|      |                       |  |     | Director                          

---