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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-KSB

(Mark One)

[X] Annual Report Under Section 13 Or 15(d) Of The
Securities Exchange Act Of 1934

For the fiscal year ended April 30, 2007

[   ] Transition Report Under Section 13 Or 15(d) Of
The Securities Exchange Act Of 1934

For the transition period from _____ to _____

COMMISSION FILE NUMBER:**000-26729**

ROYALITE PETROLEUM COMPANY INC.(Name of small business issuer in its charter)

|NEVADA                                                               | 88-0427619                          
|-------------------------------------------------------------------- | ------------------------------------
|(State or other jurisdiction of incorporation or
      organization) | (I.R.S. Employer Identification No.)
|                                                                     |                                     
|810 Peace Portal Drive, Suite 201                                    |                                     
|Blaine, WA                                                           | 98230                               
|(Address of principal executive offices)                             | (Zip Code)                          
|                                                                     |                                     
|(360) 201-0400                                                       |                                     
|Issuer's telephone number                                            |                                     

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

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

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

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

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

State issuer's revenues for its most recent fiscal year
$37,194.

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 a specified date within the past 60 days. (See
definition of affiliate in Rule 12b-2of the
Exchange Act.) $50,067,085 based on a price of $1.80, being the average
of the closing bid and closing ask price for the issuers common stock as
quoted on the OTC Bulletin Board on April 27, 2007.

State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date. 36,907,270
Shares of Common Stock as of August 29, 2007.

Transitional Small Business Disclosure Format (check one): Yes
[   ] No [X]

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ROYALITE PETROLEUM COMPANY INC. ANNUAL REPORT ON FORM
10-KSB FOR THE YEAR ENDED APRIL 30, 2007

TABLE OF CONTENTS

|               |                                                                                                                                                    | **Page**
|-------------- | -------------------------------------------------------------------------------------------------------------------------------------------------- | --------
|               |                                                                                                                                                    |         
|PART I         |                                                                                                                                                    | 3       
|               |                                                                                                                                                    |         
|ITEM
      1.  | Description
      of Business.                                                                                                                     | 3       
|Item
      2.  | Description
      of Property.                                                                                                                     | 15      
|Item
      3.  | Legal
      Proceedings.                                                                                                                           | 15      
|Item
      4.  | Submission
      of Matters to a Vote of Security Holders.                                                                                         | 15      
|               |                                                                                                                                                    |         
|PART
      II  |                                                                                                                                                    | 16      
|               |                                                                                                                                                    |         
|Item
      5.  | Market for Common Equity and
      Related Stockholder Matters and Small Business Issuer Purchases of Equity
      Securities.                     | 16      
|Item
      6.  | Management's
      Discussion and Analysis or Plan of Operation.                                                                                   | 17      
|Item
      7.  | Financial
      Statements.                                                                                                                        | 29      
|Item
      8.  | Changes
      in and Disagreements with Accountants on Accounting and Financial
      Disclosure.                                                  | 30      
|Item
      8a. | Controls
      and Procedures.                                                                                                                     | 30      
|Item
      8b. | Other
      Information.                                                                                                                           | 30      
|               |                                                                                                                                                    |         
|PART
      III |                                                                                                                                                    | 31      
|               |                                                                                                                                                    |         
|ITEM
      9.  | Directors,
      Executive Officers, Promoters, Control Persons And Corporate Governance;
      Compliance with Section 16(A) of the Exchange Act. | 31      
|Item
      10. | Executive
      Compensation.                                                                                                                      | 33      
|Item
      11. | Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters.                                        | 35      
|ITEM
      12. | Certain
      Relationships and Related Transactions, And Director Independence.                                                                   | 37      
|Item
      13. | Exhibits.                                                                                                                                          | 38      
|Item
      14. | Principal
      Accountant Fees and Services.                                                                                                      | 39      
|               |                                                                                                                                                    |         
|SIGNATURES     |                                                                                                                                                    | 40      

2

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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 our 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 discussed below, and, from time to time, in other reports we file with the
United States Securities and Exchange Commission (the SEC), including our
Quarterly Reports on Form 10-QSB and our Current Reports on Form 8-K. These
factors may cause our actual results to differ materially from any
forward-looking statement.

As used in this Annual Report, the terms we, us, our, the
Company and Royalite mean Royalite Petroleum Company Inc. and its
subsidiaries, unless otherwise indicated.

ITEM
1.               
DESCRIPTION OF BUSINESS.

OVERVIEW

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

We own and operate an international business-to-business and
government-to-business facilitation service, which combines proprietary software
with the power of the Internet to bring buyers and sellers together from around
the world for interactive trade (the Worldbid Operations). We have designed
our Worldbid.com Internet website to enable companies throughout the world to
procure, source (buy) and tender (sell) products and services nationally and
internationally. Our Worldbid Operations are operated through our wholly owned
subsidiary, Worldbid International Inc. (formerly Worldbid Canada Corporation).

On February 28, 2007, we completed the acquisition of Royalite
Petroleum Corp. (Royalite Corp.), an oil and gas exploration company. Royalite
Corp. was incorporated under the laws of the State of Nevada on December 2,
2005. As a result of our acquisition of Royalite Corp., we acquired oil and gas
leases to 69,759 acres of undeveloped land along the Utah Hingeline Trend of
South-Central Utah and are now also engaged in the business of exploring for oil
and gas deposits within those areas.

We acquired Royalite Corp. by way of a triangular merger
pursuant to the provisions of the Amended and Restated Agreement and Plan of
Merger (the First Merger Agreement) among Royalite Corp., the Company and our
wholly owned subsidiary, incorporated for the sole purpose of completing the
acquisition of Royalite Corp., Royalite Acquisition Corp. (Acquisition Sub).
Under the terms of the First Merger Agreement, Royalite Corp. was merged with
and into Acquisition Sub, with Acquisition Sub continuing as the surviving
corporation (the First Merger). Immediately following the completion of the
First Merger, we completed a second merger whereby Acquisition Sub was merged
with and into the Company, with the Company continuing as the surviving
corporation (the Second Merger).

Under the terms and conditions of the First Merger Agreement,
each share of Royalite Corp.s common stock issued and outstanding immediately
prior to the completion of the First Merger was converted into one share of the
Companys common stock. As a result, we issued a total of 24,960,667 shares of
our common stock to the former shareholders of Royalite Corp. upon the
completion of the First Merger. As a result, the completion of the acquisition
of Royalite Corp. affected a change in control of the Company, with the former
stockholders of Royalite Corp. now owning a majority of our issued and
outstanding common stock.

As a part of the Second Merger, we changed our name from
Worldbid Corporation to Royalite Petroleum Company Inc.

Currently, we intend to focus the majority of our fiscal
resources on exploring the acreage covered by the oil and gas leases that we
acquired as part of our merger with Royalite Corp. Prior to completing the
acquisition of Royalite Corp., we had announced our intention to spin-off our
Worldbid Operations. However, we have decided not to proceed with the spin-off
at this time and we are continuing to operate the Worldbid Operations

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RECENT DEVELOPMENTS

Since the end of our quarter ended January 31, 2007, we have
experienced the following corporate developments:

|1. | Effective February 15, 2007, we completed an offshore
      private placement of 460,000 units at a price of $1.50 per unit to
      subscribers who were not U.S. Persons as defined under Regulation S of
      the Securities Act. Each unit consisted of one share of our common stock
      and one-half of one share purchase warrant. Each whole warrant entitles
      the holder to purchase an additional share of our common stock at a price
      of $1.75 per share for a period of one year from the date of issuance of
      the units.                                                                                                                                                                                                                                                                                                                   
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|2. | Effective February 15, 2007, we completed an additional
      private placement of 970,033 units at a price of $1.50 per unit to
      accredited investors as defined in Rule 506 of Regulation D of the
      Securities Act. Each unit consisted of one share of our common stock and
      one-half of one share purchase warrant. Each whole warrant entitles the
      holder to purchase an additional share of our common stock at a price of
      $1.75 per share for a period of one year from the date of issuance of the
      units.                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|3. | On February 28, 2007, we completed the acquisition of
      Royalite Corp. by way of a triangular merger. See Overview,
    above.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|4. | Also on February 28, 2007, in connection with the
      completion of the acquisition of Royalite Corp., Paul Wagorn resigned as a
      member of our Board of Directors and Logan B. Anderson resigned as our
      President and Chief Executive Officer. Replacing Mr. Wagorn on our Board
      of Directors, and Mr. Anderson as our President and Chief Executive
      Officer, was Michael L. Cass, formerly the President and Chief Executive
      Officer of Royalite Corp. Mr. Anderson continues to act on our Board of
      Directors and as our Chief Financial Officer, Treasurer, and Secretary.
      Mr. Wagorn continues to act for us under the terms of his consulting
      agreement with our wholly owned subsidiary, Worldbid International Inc.
      (formerly Worldbid Canada Corporation), and is in charge of our Worldbid
      Operations.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|5. | On March 8, 2007, we commenced drilling our first
      exploratory well. See Oil and Gas Exploration Activities: Present
      Activities, below.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|6. | Effective March 23, 2007, we completed an offshore
      private placement of 68,000 units at a price of $1.50 per unit to
      subscribers who were not U.S. persons as defined under Regulation S of
      the Securities Act. Each unit consisted of one share of our common stock
      and one-half of own share purchase warrant. Each whole warrant entitles
      the holder to purchase an additional share of our common stock at a price
      of $1.75 per share for a period of one year from the date of issuance of
      the units.                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|7. | Effective March 23, 2007, we completed an additional
      private placement of 964,000 units at a price of $1.50 per unit to
      accredited investors as defined in Rule 506 of Regulation D of the
      Securities Act. Each unit consisted of one share of our common stock and
      one-half of own share purchase warrant. Each whole warrant entitles the
      holder to purchase an additional share of our common stock at a price of
      $1.75 per share for a period of one year from the date of issuance of the
      units.                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|8. | Effective August 1, 2007, we entered into a consulting
      agreement with Kapco Consultants Corp. (Kapco), pursuant to which Kapco
      has agreed to provide us with certain investor relations and financial
      advisory services. In exchange for their services, we have agreed to pay
      Kapco a monthly fee of $6,000 per month. The agreement may be terminated
      by either party with 60 days prior written notice.                                                                                                                                                                                                                                                                                                                                                                                                                                   

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OIL AND GAS EXPLORATION ACTIVITIES

Central Utah Hingeline Project

Our oil and gas exploration activities are currently
concentrated solely along the Utah Hingeline Trend of South-Central Utah. We are
currently focusing our property acquisition and exploration activities on areas
surrounding the Covenant oil field. To date, 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. In identifying potential properties of
interest, we conduct a number of geophysical surveys, including surveys using a
proprietary electromagnetic (EM) sensing technology, as well as magnetic and
gravity surveys. However, there is no assurance that we will discover any oil or
gas reserves on the properties that we acquire. 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.

Undeveloped Acreage

As at February 28, 2007, immediately following the completion
  of the merger with Royalite Corp., we owned oil and gas leases on undeveloped
  acreage located both north and south of the Covenant Oil Field, in the Piute,
  Garfield, Iron, Sanpete and Wayne Counties of South-Central Utah:

Gross Acres(1)
    Net Acres(2)Utah 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.

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.

Our rights to these undeveloped acres were acquired under oil
and gas leases with the Federal Bureau of Land Management (the BLM), the State
of Utah and with private land owners.

Gross Acres
    Net Acres
    Term
    Royalties Payable
    Yearly RentalsBLM (Federal)
    52,219.16
    52,218.86
    10 years
      (expiring between 2016 and 2018)
    1/8 of all oil
      and gas produced and sold.
    $1.50 per acre
      per year, increasing to $2.00 per acre per year after the first 5 years.State of Utah
    6,316.03
    6,316.03
    10 years (expiring between 2016
      and 2018)
    1/8 of all oil and gas produced
      and sold.
    $1.00 per acre per year.Private
    11,223.58
    8,489.79
    5 years (expiring
      in 2011 and extendable for an additional 5 years at $30.00 per acre)
    1/8 of all oil
      and gas produced and sold.
    None.


We also owned a 2.5% royalty interest in and to all oil and gas
produced and sold or used off of approximately 285 undeveloped acres (7.125 net
acres) also located in the Utah Hingeline Trend.

Present Activities

In February, 2007, Royalite Corp. reviewed and analyzed gravity
and, magnetic surveys and analyzed both iodine and kaoilinite geochemical
surveys in and around the Royalite State 16-1 site, the Companys first drilling
location.

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As of the date of filing of this report, we have drilled one
exploratory well (the Royalite State 16-1 Well) and have identified two other
potential drill sites. All three of these drill sites are located in Piute
County in South-Central Utah. We are also in the process of analyzing gravity,
magnetic and geochemical surveys on approximately 20,000 acres in northern Piute
County for which we have secured oil and gas leases. We also have plans to
permit and commence a seismic program in northern Piute County covering lands we
currently have under lease in T-27-S, R-3-W and T-28-S, R-3-W, Piute Co., Utah.
The seismic surveys will be tied into the subsurface data we obtained from
drilling the Royalite State 16-1 well.

Royalite State 16-1 Well: (SE/4SW/4 – Section 16,
  T-28-S, R-3-W, Piute County, Utah.) Our first exploratory well was spudded on
  March 8, 2007. The well was drilled to test the Jurassic Twin Creek Limestone
  and the Navajo Sandstone underlying the well site. The well was drilled to a
  depth of 9,830 feet, where density and neutron logs indicated tight gas sands
  were penetrated. Drilling operations were suspended in May, 2007 while drilling
  the Lower Jurassic Sandstone. After a thorough analysis of the Royalite State
  16-1 well logs and other tests, we decided that the prospective sand intervals
  did not contain commercial quantities of gas and decided to abandon the well
  site. Cement plugs were pumped into the well when operations were suspended.

Royalite Federal 27-1 Well:(NE/4NE/4  Section 27,
T-27-S, R-3-W, Piute County, Utah) On August 14, 2007, we received final federal
and state drilling permits for a second well site. The primary targets for this
second well will be the Jurassic Navajo Sandstone and the Permian Kaibab
formations. Drilling of this second well is contingent upon our obtaining
additional financing.

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

6

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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 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

The Worldbid Network

Our principal website is at www.worldbid.com. We also own an
additional 105 internet domain names, including domains that have been developed
as sub-sites of www.worldbid.com and collectively comprise the Worldbid network
of websites.

Development of the Worldbid Network of Websites

We designed the Worldbid network of websites to enable
businesses throughout the world to discover trade leads for products and
services that they are seeking to purchase or sell. Businesses that use the
Worldbid network of websites are able to post notices of products or services
that they wish to buy or sell in an organized and categorized manner. In
addition, businesses may view notices posted by other businesses for products or
services that they wish to buy or sell.

We use a system of e-mail notifications that are transmitted to
businesses using our websites in order to notify businesses of potential new
trade leads that are posted by other businesses on our websites. Businesses are
then able to contact other businesses directly and negotiate transactions
between themselves with minimal involvement from us.

The format of our network of websites was also designed with a
focus on encouraging its use by businesses from around the world. We believe
that this international focus offers a competitive advantage over competing
trade sites that often limit their focus to specific geographic regions. We have
also focused on enabling our network of websites to facilitate trade in goods
that are often the subject of international trade, such as industrial goods and
commodities.

Features of the Worldbid Websites

Except for specific limited exemptions, each business that
wishes to take advantage of the Worldbid network of websites is required to
register with us and pay a subscription prior to posting any offer to sell or
request for tender. Each business is required to provide basic information
regarding their business and identity and to complete a simple questionnaire.
After registration and payment, the business is permitted to post notices of
offers, view notices posted by other businesses, and receive e-mail
notifications of offers from other businesses.

Offers to Buy and Sell

Each business interested in purchasing or selling a product is
given the opportunity to post a request for procurement (offer to buy) or notice
of products/services for sale (offer to sell) on the Worldbid network. Each
business user selects the applicable industry category and enters in a
description of the products or services, together with their contact and e-mail
information. Each of these posted offers to buy or sell is automatically
delivered by e-mail to each business that has registered on the Worldbid network
and entered its contact

7

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information with the request that it be given information
regarding specific products or services. Each business can also enter its e-mail
address in order to receive e-mail notifications from potential buyers or
sellers in their category of interest.

Requests for E-Mail Notifications

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

Industry Categories

The Worldbid websites have a broad variety of industry
categories and sub-categories (currently numbering approximately 1,000),
allowing us to serve a wide variety of business and government users. Users can
also request additional categories and sub-categories. We believe that this
flexible format enables us to attract a broad range of businesses that presently
do not have any conventional means of requesting tenders or obtaining requests
for their products or services.

Company Showrooms

We have developed a service that allows our registered users to
build a company showroom or product catalogue on our website. This company
showroom can then be listed in the company directory that we have generated.
This service, which has quickly grown to include over 10,000 company showrooms
containing over 36,000 items, allows our registered users a highly economic
method of displaying their products in a sophisticated and professional manner,
drawing in new buyers for their products.

Request-for-Quote (RFQ) Engine

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

Bid Document Storage

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

Screening of Notices

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

Current Usage

Since its initial launch in 1999, our principal website at www.worldbid.com
  has grown to approximately 1,100,000 trade leads in approximately 1,000 separate
  industry categories and sub-categories. Approximately 556,000 companies have
  signed up as registered users of the Worldbid network of websites, of which
  only a portion are paying subscribers as we determined to grandfather all users
  who registered prior to our implementation of subscription fees. Currently,
  new companies are registering as members of our Worldbid websites at the rate
  of approximately 220 per day. Our network of websites collectively receive over
  2 million page views each month, have generally between 200-800 trade opportunities
  posted each day. Our experience is that approximately 85% of the businesses
  that have registered to use our Worldbid websites are residents of countries
  outside of the United States.

8

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The Worldbid Network of Websites

Our objective for our network of websites is to attract
international businesses of all types and sizes and assist them in engaging in
business transactions. Some of these businesses may wish to conduct their
on-line affairs in a local language or market, and may desire a regional
website. Other businesses may wish to focus on a specific industry, and may
desire an industry specific website. To address this perceived demand, we have
created a network of Worldbid sub-sites.

We have created two categories of sub-sites: (i) regional
sub-sites that focus on specific geographic areas, such as our worldbiduk.com
website; and (ii) industry sub-sites that focus on specific industries.

Sub-Site Strategic Alliance Agreements

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

We evaluate potential strategic-partners on the following
important criteria:

| | (i)    | Number of registered users,                  
| | ------ | ---------------------------------------------
| | (ii)   | Number of paying users,                      
| | (iii)  | Number and quality of trade leads,           
| | (iv)   | Homepage traffic,                            
| | (v)    | Company longevity, financing, and reputation,
| | (vi)   | Talent and experience of personnel,          
| | (vii)  | Web-Site content,                            
| | (viii) | Advertising contacts, and                    
| | (ix)   | Business partnerships.                       

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

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

Our sub-site strategic alliance agreements are structured such
that we retain all ownership and control of the sub-site and its associated data
and intellectual property, and that we are responsible for hosting, maintaining
and enhancing the sub-site and its basic content. The strategic-partner is
granted exclusive partnering rights to the sub-site, and agrees that, during
the term of the agreement, and for six months after the agreement ends, the
strategic-partner will not utilize any of our competitors trade leads in any
other business it conducts. The strategic-partner is responsible for marketing
and promoting the sub-site, although we sometimes provide, at our discretion,
some help for a particular project, such as a trade show or an advertising
campaign. The strategic-partner is also responsible for customer service and
providing some content relevant to the sub-site, and for increasing the
sub-sites user base and selling subscriptions to users. Each party is
responsible for its own costs.

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

9

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

Current Regional Worldbid Websites

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

Currently, our regional strategic alliance arrangements are
limited to WorldbidChina.com. In addition, we have currently operate many
regional sub-sites on our own such as ECEurope.com, WorldbidIndia.com and
WorldbidCanada.com.

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

Industry Specific Worldbid Websites

We are currently operating a number of industry specific
websites, including WorldbidAgriculture.com, WorldbidBusiness.com and
WorldbidForestry.com. We currently operate all of our industry specific websites
on our own and do not have any strategic alliance agreements for any industry
specific websites.

Technical Features of Worldbid Network of Websites

All of our Worldbid websites are now hosted by Cube Global
Storage, an Internet service provider and Internet hosting service located in
Victoria, British Columbia, Canada. All of our Worldbid websites share the same
front-end and back-end software, designed and developed by us in-house. Our
software allows us to automatically spawn new, fully-complete sub-sites without
requiring any additional software development. As well, our software features a
proprietary database architecture which enables the sub-sites to be linked to
our principal website, www.worldbid.com, while remaining completely independent.
Linking the sub-sites to our principal website enables us to allow trade lead
data from our parent site to be posted on our sub-sites, and vice versa. The
trade lead data can be filtered between sites based on defined parameters, such
as region or industry.

Our software has been developed with the objective of enabling
us to easily and independently adjust most aspects of the configuration of our
Worldbid network of websites and specific sites within it, facilitating our
timely response to business demands and opportunities. Under the current
configuration for our Worldbid websites, each regional sub-site has access to
our principal websites entire database of trade leads, while the industry
sub-sites have access only to those trade leads which are contained in the
corresponding industry category of our principal website. The trade leads posted
on each sub-site are made available on the principal website, the regional
sub-sites, and any applicable industry sub-site, and vice versa, the intent
being that the sites may provide mutual benefit to each other.

Revenue Model for our Worldbid Operations

We currently earn revenue from our Worldbid Operations based on
the following:

| | 1. | Sales of membership subscriptions to businesses using our
      Worldbid websites;                                
| | -- | ------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                   
| | 2. | Up-front fees for strategic-partnership arrangements
      where we are paid for our website development
services;

10

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| | 3. | Sales of advertising placed on our Worldbid websites and
      advertising placed on e-mail trade notifications that are transmitted via
      the Worldbid websites to member businesses; and
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                               
| | 4. | Revenue sharing arrangements for websites that are
      operated pursuant to strategic alliance
arrangements.                                                                                

Membership Subscription Fees

We currently sell membership subscriptions for our principal
website for $69.95 per month to new subscribers. The membership fee is payable
in monthly, quarterly, or annual installments. The sub-sites vary in their
membership subscription fees. We have grandfathered original members who signed
up for our website prior to our implementation of subscription fees, and do not
require them to pay subscription membership fees. Although there are no
assurances, we may in the future decide to impose membership subscription fees
on our original members as a condition of their continued use of the Worldbid
websites.

For sub-sites operated by strategic partners, we currently
require our strategic partners to pay an upfront non-refundable deposit against
future sales of sub-site subscription memberships. These non-refundable advance
payments against membership subscription sales are negotiated on a case-by-case
basis.

Revenues from the sale of membership subscriptions currently
accounts for approximately 65% of our revenues.

Up-front Fees from Strategic Partnership Arrangements

Our strategic partnership program was developed in an effort to
increase and enhance multi-industry trade around the world. Businesses that want
to participate in our strategic partnership program need are required to pay an
up front fee for the website development services that we provide when
developing a strategic partnership sub-site.

Advertising Revenues

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

We sell advertising space on our websites on the basis that the
industry specific structure of our Worldbid websites allows advertisers to
target businesses in the specific product, service or industry that the
advertiser is attempting to reach. An example of industry specific advertising
would be a company interested in advertising products related to the chemical
industry. By placing advertising in the chemical category of our Worldbid
websites, the advertiser would be able to specifically target our member users
who are already interested in that industry. We believe that this ability to
target businesses enables advertisers to conduct a very focused advertising
campaign via our websites. We believe that this ability to target advertising
campaigns gives us a competitive advantage over competing Internet websites and
enables us to charge a higher advertising fee rate. Advertisements on our
Worldbid websites consist of banner advertising and featured advertising. For
featured advertisements, a company pays us to feature either their company
or a selected product or service on our Worldbid websites. We are also presently
selling advertising space on the e-mail trade notifications that are transmitted
to businesses that use our Worldbid websites. Our target marketing group
includes companies such as over-night courier services, insurance agents and
customs brokers.

Revenues from sales of advertising currently accounts for 20%of
our revenues.

Revenue Sharing from Strategic Partnership Arrangements

We also earn revenues through revenue sharing arrangements for
websites that are operated pursuant to strategic partnership or strategic
alliance arrangements. We rely on these strategic partners to market Worldbid
sub-sites and to attract business in the particular region or industry that the
sub-site is focused on. There is no assurance that our partners will be
successful in attracting new businesses to the Worldbid websites or creating
public recognition of our Worldbid websites.

11

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Future Revenue Streams

We will continually evaluate alternate revenue streams for our
Worldbid Operations. In particular, we will continue to evaluation means of
earning revenue from the trade information that we garner from our Worldbid
network of websites. The e-commerce marketplace continues to be a rapidly
evolving industry that is constantly presenting us with new revenue
opportunities. However, this rapid evolution could also result in existing
revenue streams being reduced or eliminated due to technological change and
competition. Although we will attempt to continually adapt to this evolving
marketplace, there is no assurance that we will be able to do so.

Marketing and Sales Strategies

Referral Arrangements

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

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

We are presently party to the following referral arrangements:

|1. | We have entered into a referral agreement with the
      Federation of International Trade Associations (FITA). We have created a
      customized site that includes all of the functionality of Worldbids
      principal website with the colors styled after FITAs own website. This
      site is entitled FITAs Buy Sell Exchange. Under this agreement FITA
      agrees to aggressively market the customized site through well placed
      links on fita.org website, and by featuring the customized site in FITAs
      bi-weekly email newsletter. Worldbid shares subscription and advertising
      revenue that is generated from the customized site. The term of this
      agreement is one year with automatic renewal unless written notice is
      provided by either party.                                                                                    
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|2. | We entered into an agreement with Coble International, a
      company which runs a world trade gateway located at
      www.importexporthelp.com. We have created a customized trade lead site
      with most of the functionality of Worldbid and the branding of
      www.importexporthelp.com. This new site is located at
      imexhelp.worldbid.com. Under this agreement, Coble International has
      agreed to market this website to its website users though a pop-under ad
      and high-visibility links throughout its website. Worldbid shares
      subscription revenue that is generated by this website. This agreement has
      one year with automatic renewal unless written notice is provided by
      either party.                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|3. | We entered into a contractor agreement with Ningbo Free
      Trade Zone World E-Commercial Affairs Co. Lt. (Ningbo) pursuant to which
      we agreed to, among other things: (i) develop and operate a website
      entitled www.worldbidchina.com (the China Website); (ii) provide
      ancillary services in connection thereto including hosting, maintenance,
      providing content and artwork and programming; (iii) grant Ningbo an
      exclusive right to sell advertising for the China Website within certain
      designated areas in China and to identify itself as contractor for the
      China Website; and (iv) share revenues from the China Website with Ningbo.
      In consideration of the above, Ningbo agreed to provide certain marketing
      and promotional services in connection with the China Website and pay us
      certain license fees.

12

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Online Marketing

We have minimized our on-line marketing activities during our
  fiscal year ended April 30, 2007 as part of our determination to scale back
  marketing efforts in order to reduce our operating costs. We continue to re-evaluate
  the use of on-line marketing through the use of highly targeted e-mails or banner
  advertisements.

Technology Used in the Worldbid Operations

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

Software

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

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

Operations

We own the servers that host the Worldbid websites. Our computer
  network servers are presently located at the facilities of Cube Global Storage,
  an arms length Internet service provider in Victoria, British Columbia, Canada.

Security

Our website is programmed with encryption technology and all of
our Worldbid servers and workstations are behind firewalls. We have also
implemented measures to reduce the number of unfriendly web spiders and robots
that attempt to enter the websites. These robots can artificially increase the
load on a web server by a substantial amount, and can also steal data from a
websites database. In many websites, these robots continue undetected; however,
we have recognized this potential problem, and have significantly reduced the
risk of such attacks through in-house software that is incorporated into our
website operations.

Intellectual Property And Other Proprietary Rights Related
to the Worldbid Operations

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

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

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

13

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Competitors to Our Worldbid Operations

We currently or potentially compete with a variety of other
companies involved in facilitating business transactions via the Internet. These
competitors include: (i) direct competing Internet websites involved in
facilitating business to business transactions, including Ec21.com, ECplaza.net
and Alibaba.com; (ii) competing Internet websites focused on specific
industries, such as Texindex.com and Manufacturing.net; (iii) traditional
business to business competitors that are attempting to expand their existing
businesses to electronic commerce; and (iv) traditional business to business
advertising and commerce competitors, including trade magazines and trade
associations. The presence of existing or future competition may impair our
ability to charge subscription membership fees and other fees that we may charge
for services offered via our Worldbid websites.

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

Competition in the e-commerce marketplace is fierce and we
anticipate that competition will continue to increase in the future as the
marketplace has low barriers to entry. Moreover, current and potential
competitors may expand the capabilities of their websites to compete directly
with our Worldbid websites. Accordingly, it is possible that new competitors or
alliances among competitors may emerge and attract users and potential users
from the Worldbid websites. In addition, potential users may elect to sell their
products directly without use of the Worldbid websites.

Increased competition may result in the reduction in potential
advertising and subscription membership fees, the reduction of usage of the
Worldbid websites and our inability to generate business acceptance of the
Worldbid websites. Each of these factors would likely result in increased
operating costs and our inability to generate revenues, any one of which could
materially adversely affect our business, results of operations and financial
condition. Many of our current and potential competitors have significantly
greater financial, marketing, customer support, technical and other resources
than we do. As a result, such competitors may be able to attract potential users
away from the Worldbid websites, and they may be able to respond more quickly to
changes in customer preferences or to devote greater resources to the
development, promotion and sale of their websites than we can.

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.

14

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ITEM
2.               
DESCRIPTION OF PROPERTY.

Our corporate headquarters are located at Suite 201, 810 Peace
Portal Drive, Blaine, Washington 98230, where our principal executive functions
are carried out. We have reduced the space leased to approximately 100 square
feet at a cost of $200 per month. The original lease expired February 28, 2005
and the reduced space was leased for a six month term that expired on August 31,
2005. Since that date we have leased the office space on the same terms on a
month to month basis.

In addition to our office headquarters, we own a number of federal,
  state and private oil and gas leases for approximately 69,759 acres in South-Central
  Utah. A description of these oil and gas leases is provided above under Oil
  and Gas Exploration Activities.

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

ITEM
3.               
LEGAL PROCEEDINGS.

We are not currently a party to any material legal
proceedings.

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

None.

15

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PART II

|ITEM 5. | MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND SMALL
      BUSINESS 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 and for the fiscal quarter ended
July 31, 2007, were:

Fiscal Quarter Ended
      High
      LowJuly 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
    $0.30April 30, 2006
    $0.40
    $0.18January 31, 2006
    $0.32
    $0.15October 31, 2005
    $0.22
    $0.009July 31, 2005
    $0.02
    $0.01


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.

Holders of 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 April 30, 2007, there were 189 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.

16

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RECENT SALES OF UNREGISTERED SECURITIES

All unregistered sales of our equity securities made during the
year ended April 30, 2007 have been reported by us in our Quarterly Reports on
Form 10-QSB or in our Current Reports on Form 8-K filed with the SEC during the
year.

ITEM
6.               
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

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 Worldbid Operations and our oil and gas exploration
activities will be dependent upon our ability to obtain additional financing.
The following summarizes our plan of operation for both our Worldbid Operations
and our oil and gas exploration activities. In addition to the costs of pursuing
our plan of operation, during the next twelve months we expect to spend
approximately $340,000 on management fees, an aggregate of $100,000 on legal and
accounting expenses, and an additional $60,000 on general administrative
expenses.

Worldbid Operations

During the next twelve months, our plan of operation for our
Worldbid Operations will involve the following:

|(a) | Seeking new regional and industry-specific strategic
      alliances with a focus on potential partners who already have a marketing
      base and mature sales channels;
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                           
|(b) | Focussing on the development of market share in
      geographic areas such as China and India;                                                                           
|    |                                                                                                                                                                           
|(c) | Further developing our advertising sales by targeting
      companies who sell products or services related to international
    trade;                                   
|    |                                                                                                                                                                           
|(d) | Increasing our marketing expenditures subject to raising
      additional financing;                                                                                      
|    |                                                                                                                                                                           
|(e) | Developing new sales channels through a revenue-sharing
      relationship with a telemarketing firm in India or China;                                                   
|    |                                                                                                                                                                           
|(f) | Actively seeking acquisition targets with the goal of
      becoming a consolidator in the international business-to-business (B2B)
      field.                          

Royalite Operations

Our oil and gas exploration and development operations have
been suspended pending our ability to obtain additional financing. The oil and
gas exploration and development activities that we engage in over the next
twelve months will depend upon the amount of financing that we are able to
obtain, and may involve:

|(a) | Drilling exploratory wells on the properties to which we
      have secured oil and gas leases; and
|--- | ---------------------------------------------------------------------------------------------------
|    |                                                                                                    
|(b) | Conducting seismic surveys.                                                                        

17

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RESULTS OF OPERATIONS

The merger with 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 |                      |                        
|--------------------------- | -------------------- | -----------------------
|                            |                      | Period from            
|                            |                      | December 2, 2005       
|                            | Year Ended           | (date of inception)    
|                            | April
      30, 2007 | to
      April 30, 2006
|Revenue                     | $37,194              | $--                    
|Operating Expenses          | (3,430,478)          | (196,085)              
|Other Expenses              | (766,773)            | --                     
|Net Loss                    | $(4,160,057)         | $(196,085)             

Revenues

Our revenues are generated solely from our Worldbid Operations.
As discussed above, revenues from our Worldbid Operations have been included in
the Consolidated Statements of Operations included with this Annual Report from
February 28, 2007, the effective date of our acquisition of Royalite Corp.
Revenues from our Worldbid Operations for the full year ended April 30, 2007
were $262,161. Revenues from our Worldbid Operations for the year ended April
30, 2006 were $332,673.

Our primary sources of revenues during the year ended April 30,
2007 were membership subscriptions to our Worldbid websites and fees received
from our strategic partnership arrangements. Revenues from advertising and data
mining were approximately $16,000 during our fiscal year ended April 30,
2007.

Our revenues from our Worldbid Operations for the year ended
April 30. 2007 declined by approximately $70,512 or 21.2% from the year ended
April 30, 2006. The largest reason for the decrease in our revenues was the loss
of a large advertising contract. Over the last year, we have decreased the
amount that we spend on advertising our Worldbid websites and network. This, in
turn, has resulted in a decrease in our revenues. We do not intend to
significantly increase the amount that we spend on advertising for our Worldbid
Operations during the next twelve months. As a result, the decrease in our
Worldbid revenues is expected to be permanent.

We do not anticipate earning revenue from our Royalite
Operations in the near future.

Operating Expenses

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

|                                    |                      |                        
|----------------------------------- | -------------------- | -----------------------
|                                    |                      | Period from            
|                                    |                      | December 2, 2005       
|                                    | Year Ended           | (date of inception)    
|                                    | April
      30, 2007 | to April
      30, 2006
|Oil and Gas Exploration Expenses    | $2,471,752           | $34,090                
|Selling, General and Administrative | 955,476              | 161,982                
|Depreciation and Amortization       | 3,250                | 13                     
|Total Operating Expenses            | $3,430,478           | $196,085               

18

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Selling and administrative expenses related to our Worldbid
Operations for the full year ended April 30, 2007 were $585,138, as compared to
$422,475 for the year ended April 30, 2006. This increase in selling and
administrative expenses related to the Worldbid Operations were primarily a
result of the following:

|(a) | Officers remuneration for the year ended April 30, 2007
      increased as compared to 2006. This was a result of an increase in the
      amount that we agreed to pay to Mr. Anderson, our CFO, Treasurer and
      Secretary (and, until February 28, 2007, our President and CEO), because
      of increases in our demands on Mr. Andersons time;
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                         
|(b) | An increase in professional fees relating to additional
      legal and accounting services provided in connection with our acquisition
      of Royalite Corp.; and                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                         
|(c) | Increased filing and transfer agent fees relating
      primarily to the completion of the private placement financings completed
      during the year and to the completion of the acquisition of Royalite
      Corp.                                                                                                                                

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.

|Other Expenses             |                      |                        
|-------------------------- | -------------------- | -----------------------
|                           |                      | Period from            
|                           |                      | December 2, 2005       
|                           | Year Ended           | (date of inception)    
|                           | April
      30, 2007 | to
      April 30, 2006
|Interest Expense           | $2,973               | $ --                   
|Discount on Stock Issuance | 763,800              | --                     
|Total Other Expenses       | $766,773             | $ --                   

The discount on stock issuance was recorded in connection with
the issuance of 1,032,000 shares of our common stock on March 23, 2007. The
discount reflects the difference between the subscription price and the market
price for our shares on the date the shares were issued.

LIQUIDITY AND CAPITAL RESOURCES

|Cash Flows                                                |                      |                        
|--------------------------------------------------------- | -------------------- | -----------------------
|                                                          |                      | Period from            
|                                                          |                      | December 2, 2005       
|                                                          | Year Ended           | (date of inception)    
|                                                          | April
      30, 2007 | to
      April 30, 2006
|Net Cash used in Operating
      Activities               | $(2,442,443)         | $(174,147)             
|Net Cash provided by (used in) Investing
      Activities | 1,900,150            | (292,010)              
|Net Cash provided by
      Financing Activities           | 1,449,706            | 884,494                
|Net Change in Cash                                        | $907,413             | $418,337               

We have two credit card facilities which require an aggregate
security deposit of approximately $31,000, which we continue to maintain. These
security deposits must be maintained by us in order to cover credit card
charge-backs. Credit card charge backs are amounts that are billed, and paid by,
the credit card company where the owner of the credit card later claims that it
was used without his or her authorization. In the event of a credit card
charge-back, we are required to reimburse the funds advanced to us by the credit
card company.

19

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As of April 30, 2007, we had cash on hand of $1,325,750 and a
working capital surplus of $154,111. However, as of July 31, 2007, we had cash
on hand of approximately $220,680 and a substantial working capital deficit.

During the past fiscal year, we recorded a net loss of
$4,160,057. We do not anticipate earning revenues from our oil and gas
activities in the near future and, to date, we have not earned sufficient
revenues from our Worldbid Operations to cover the costs of our operations.
Accordingly, we will require additional outside financing in order to carryout
our intended oil and gas exploration and development activities for the next
twelve months and to maintain our Worldbid Operations. We will also require
additional financing in order to pay our current liabilities as they come due.
If we fail to repay our creditors or fail to make satisfactory arrangements to
extend our current liabilities, our business could fail.

Historically, we have been dependent on sales of equity
securities, issuances of convertible debt securities, and related party loans as
sources of financing. During our fiscal year ended April 30, 2007, we obtained
approximately $6,400,000 in financing from the sale of equity securities and the
issuance of convertible notes. As of April 30, 2007, we owed a total of $21,680
to Logan B. Anderson, currently our Chief Financial Officer, Treasurer and
Secretary and a member of our Board of Directors. The amounts owed to Mr.
Anderson bear interest at a rate of 10% per annum, are unsecured and due on
demand. There are no assurances that we will be able to obtain additional
financing from these sources in the future.

OFF-BALANCE SHEET ARRANGEMENTS

None.

CRITICAL ACCOUNTING POLICIES

The preparation of financial statements in conformity with
generally accepted accounting principles requires our management to make
estimates and assumptions that affect the reported amount of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.
Our management routinely makes judgments and estimates about the effects of
matters that are inherently uncertain.

We have identified certain accounting policies, described
below, that are most important to the portrayal of our current financial
condition and results of operations. Our significant accounting policies are
disclosed in Note 1 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. Internal costs are capitalized only if they can be directly
identified with acquisition, exploration or development activities.

20

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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 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.

RISKS AND UNCERTAINTIES

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 both the
Worldbid Operations and our oil and gas activities, and to satisfy our existing
creditors. In addition, we do not currently have sufficient financial resources
to make the required rental payments on our oil and gas leases. 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. 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 $4,160,057 during the fiscal year ended
April 30, 2007 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.

21

---

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 President and Chief Executive Officer, Michael Cass,
and our Chief Financial Officer, Logan Anderson. The loss of the services of
either of these gentlemen and the further erosion of staff could have an adverse
effect on our business, financial condition and results of operations.

The trading price of our common stock may be volatile, with
the result that an investor may not be able to sell any shares acquired at a
price equal to or greater than the price paid by the investor.

Our common shares are 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 further offerings of our equity securities in
the future, in which case your 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,
your 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 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 trading 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.                                                                              

22

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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 Worldbid Operations

Financial results for our Worldbid Operations are difficult
to predict and our Worldbid Operations may fail.

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

|(a) | our ability to increase usage of the Worldbid
      Websites;                                                                                                                 
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(b) | our ability to generate revenue through the sale of
      membership subscriptions for the Worldbid Websites;                                                                 
|(c) | our ability to sell advertising on the Worldbid websites
      and the timing, cost and availability of advertising on websites
      comparable to ours and over other media;
|(d) | the success of our strategic alliances in generating
      revenues for our Worldbid Websites;                                                                                
|(e) | the amount and timing of costs relating to expansion of
      our operations;                                                                                                 
|(f) | the announcement or introduction of competing websites
      and products of competitors;                                                                                     
|(g) | the general economic conditions and economic conditions
      specific to the Internet and electronic commerce; and                                                           
|(h) | with the reduction in staffing levels we no longer employ
      a full time person responsible for security or technical problems that may
      occur on the websites.       

These factors could negatively impact on our financial results,
with the result that our Worldbid Operations may never achieve profitability and
may fail.

If we do not succeed in selling subscription fees to users
of our Worldbid websites, then we may not be able to achieve our projected
revenues.

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

If our strategic relationships for our Worldbid websites do
not provide the benefits we expect, then we may not realize significant revenues
from these relationships.

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

23

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relationships guarantee us revenue. We are relying on these
strategic relationships as a means for marketing of our Worldbid websites.

If our strategic alliance agreements for our regional and
industry specific sub-sites do not attract new users to our websites, then we
will not realize significant revenues from these strategic alliances.

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

If we do not succeed in generating public recognition of the
Worldbid websites, then we may not be able to attract a sufficient number of
users to the Worldbid websites in order for us to achieve profitability.

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

If the computer systems that we depend on for the operation
of the Worldbid Websites fail, then we may lose revenues.

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

We may be unable to protect our intellectual property.

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

|1. | the proprietary technology that is incorporated into our
      Worldbid websites;        
|-- | -----------------------------------------------------------------------------------------
|2. | our trade names; and                                                                     
|3. | our Internet domain names, the vast majority of which
      relate to our Worldbid brand.

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

Risks Relating to Our Royalite 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.

24

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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, 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 Royalite Operations are in the exploration stage with only
a limited operating history upon which to base an evaluation of our future
prospects. We acquired Royalite Corp. on February 28, 2007 and we do not have an
established history of locating and developing properties that have oil and gas
reserves. As a result, the revenue and income potential of our Royalite
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.

25

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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 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 geographic concentration of all of our properties in the
Utah Hingeline Trend may subject us to an increased risk of loss of revenue or
curtailment of production from factors affecting that area.

The geographic concentration of all of our leasehold interests
in the Utah Hingeline Trend means all of our properties could be affected by the
same event should the region experience severe weather; delays or decreases in
production; an unavailability of equipment, facilities or services; delays or
decreases in the availability of capacity to transport, gather or process
production; or changes in the regulatory environment.

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

26

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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.

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. Since our operations
and properties are concentrated in the Utah Hingeline Trend, we could be
materially and adversely affected if drilling rigs are unavailable or cost of
rigs, equipment supplies or personnel increase significantly over current costs.

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 did not have
sufficient financial resources 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

27

---

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 an prospective
production.

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.

28

---

ITEM
7.               
FINANCIAL STATEMENTS.

|**Index to Financial Statements:**                                    | Page                                                                                                                                                                                                                                                   
|--------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                      |                                                                                                                                                                                                                                                        
|Audited financial statements
        as of April 30, 2007, including: |                                                                                                                                                                                                                                                        
|                                                                      |                                                                                                                                                                                                                                                        
|1.                                                                    | Report of Independent Registered Public Accounting Firm;                                                                                                                                                                                               
|                                                                      |                                                                                                                                                                                                                                                        
|2.                                                                    | Consolidated Balance Sheets as of April 30, 2007 and 2006;                                                                                                                                                                                             
|                                                                      |                                                                                                                                                                                                                                                        
|3.                                                                    | Consolidated Statements of Operations for the year ended
        April 30, 2007, the period from December 2, 2005 (date of inception) to
        April 30, 2006 and the period from December 2, 2005 (date of inception)
        to April 30, 2007;    
|                                                                      |                                                                                                                                                                                                                                                        
|4.                                                                    | Consolidated Statements
      of Changes in Stockholders Equity for the period December 2, 2005
      (date of inception) to April 30, 2007;                                                                                                          
|                                                                      |                                                                                                                                                                                                                                                        
|5.                                                                    | Consolidated Statements of Cash Flows for the year ended
        April 30, 2007, the period from December 2, 2005 (date of inception) to
        April 30, 2006 and the period from December 2, 2005 (date of inception)
        to April 30, 2007; and
|                                                                      |                                                                                                                                                                                                                                                        
|6.                                                                    | Notes to the Financial Statements.                                                                                                                                                                                                                     

F-1

---

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, 2007, and the related consolidated statements of operations, changes in
  stockholders’ equity (deficit), and cash flows for the year then ended,
  and for the periods December 2, 2005 (date of inception) to April 30, 2006 and
  December 2, 2005 (date of inception) to April 30, 2007. 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 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, 2007,
  and the results of its operations, changes in stockholders’ equity (deficit)
  and cash flows for the year then ended, and for the periods December 2, 2005
  (date of inception) to April 30, 2006 and December 2, 2005 (date of inception)
  to April 30, 2007, 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 27, 2007

F-2

---

ROYALITE PETROLEUM COMPANY INC. 
  (AN EXPLORATION STAGE COMPANY)

CONSOLIDATED BALANCE SHEET

|                                                                 |   | As of          |  
|---------------------------------------------------------------- | - | -------------- | -
|                                                                 |   | April 30, 2007 |  
|                                                                 |   |                |  
|ASSETS                                                           |  
|                                                                 |   |                |  
|Current assets                                                   |   |                |  
|Cash and cash equivalents                                        | $ | 1,325,750      |  
|Prepaid expense                                                  |   | 110,332        |  
|Other assets - current                                           |   | 8,603          |  
|Total current
      assets                                       |   | 1,444,685      |  
|                                                                 |   |                |  
|Property and equipment, net (Note 3)                             |   | 18,430         |  
|License rights, net (Note 4)                                     |   | 2,799          |  
|Unproven oil and gas properties, full cost
      method (Note 5) |   | 2,413,684      |  
|Deposits                                                         |   | 59,579         |  
|                                                                 |   |                |  
|Total assets                                                     | $ | 3,939,177      |  
|                                                                 |   |                |  
|                                                                 |   |                |  
|LIABILITIES AND STOCKHOLDERS' DEFICIT                            |  
|                                                                 |   |                |  
|Current liabilities                                              |   |                |  
|Accounts payable                                                 | $ | 1,230,009      |  
|Loans payable-related parties
      (Note 6)                     |   | 21,680         |  
|Notes payable (Note 7)                                           |   | 20,000         |  
|Deferred Income                                                  |   | 18,885         |  
|Total current liabilities                                        |   | 1,290,574      |  
|                                                                 |   |                |  
|Total liabilities                                                |   | 1,290,574      |  
|                                                                 |   |                |  
|Commitments and contingencies (Note 9)                           |   |                |  
|                                                                 |   |                |  
|Stockholders' equity (Note 8)                                    |   |                |  
|Common stock, $0.001 par value;
      500,000,000 shares         |   |                |  
|authorized, 36,907,270 shares
      issued and outstanding       |   | 36,907         |  
|Preferred stock, $0.001 par value;
      100,000,000 shares      |   |                |  
|authorized, zero shares issued
      and outstanding             |   | -              |  
|Additional paid-in capital                                       |   | 6,618,523      |  
|Warrants                                                         |   | 351,100        |  
|Accumulated deficit during development
      stage               |   | (4,356,142     | )
|Accumulated other comprehensive loss                             |   | (1,785         | )
|Total stockholders'
      equity                                 |   | 2,648,603      |  
|                                                                 |   |                |  
|Total liabilities and stockholders' deficit                      | $ | 3,939,177      |  

See Accompanying Notes to Financial Statements
  F-3

---

ROYALITE PETROLEUM COMPANY INC. 
  (AN EXPLORATION STAGE COMPANY)
  CONSOLIDATED STATEMENTS OF OPERATIONS

|                                                         |   |                |   |   | For the Period      |   |   | For the Period      |  
|-------------------------------------------------------- | - | -------------- | - | - | ------------------- | - | - | ------------------- | -
|                                                         |   |                |   |   | December 2, 2005    |   |   | December 2, 2005    |  
|                                                         |   | For the Twelve |   |   | (Date of Inception) |   |   | (Date of Inception) |  
|                                                         |   | Months Ended   |   |   | Through             |   |   | Through             |  
|                                                         |   | April 30, 2007 |   |   | April 30, 2006      |   |   | April 30, 2007      |  
|                                                         |   |                |   |   |                     |   |   |                     |  
|Revenue                                                  | $ | 37,194         |   | $ | -                   |   | $ | 37,194              |  
|Operating Expenses                                       |   |                |   |   |                     |   |   |                     |  
|Oil and gas exploration expenses                         |   | 2,471,752      |   |   | 34,090              |   |   | 2,505,842           |  
|Selling, general and administrative                      |   | 955,476        |   |   | 161,982             |   |   | 1,117,458           |  
|Depreciation and amortization
      (Note and 4)         |   | 3,250          |   |   | 13                  |   |   | 3,263               |  
|Total Operating Expenses                                 |   | 3,430,478      |   |   | 196,085             |   |   | 3,626,563           |  
|Loss from Operations                                     |   | (3,393,284     | ) |   | (196,085            | ) |   | (3,589,369          | )
|Other Expenses                                           |   |                |   |   |                     |   |   |                     |  
|Interest expense                                         |   | (2,973         | ) |   | -                   |   |   | (2,973              | )
|Discount on stock issuance                               |   | (763,800       | ) |   | -                   |   |   | (763,800            | )
|Total Other Expenses                                     |   | (766,773       | ) |   | -                   |   |   | (766,773            | )
|Net Loss                                                 | $ | (4,160,057     | ) | $ | (196,085            | ) | $ | (4,356,142          | )
|Other Comprehensive Loss                                 |   |                |   |   |                     |   |   |                     |  
|Foreign currency translation adjustment                  |   | (1,785         | ) |   | -                   |   |   | (1,785              | )
|Comprehensive Loss                                       | $ | (4,161,842     | ) | $ | (196,085            | ) | $ | (4,357,927          | )
|                                                         |   |                |   |   |                     |   |   |                     |  
|Net Loss per Common Share - Basic and Diluted:           | $ | (0.15          | ) | $ | (0.01               | ) | $ | (0.19               | )
|Comprehensive Loss per Common Share - Basic and Diluted: | $ | (0.15          | ) | $ | (0.01               | ) | $ | (0.19               | )
|Weighted average common shares outstanding
      -       |   |                |   |   |                     |   |   |                     |  
|Basic and diluted                                        |   | 26,957,223     |   |   | 22,585,000          |   |   | 22,692,969          |  

See Accompanying Notes to Financial Statements 
  F-4

---

ROYALITE PETROLEUM COMPANY INC. 
  (AN EXPLORATION STAGE COMPANY)
  CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

|                                   |  |                    |  |   |            |  |   |                 |  |   |             |  |   | Accumulated    |   |   |               |   |   |            |  
|---------------------------------- |  | ------------------ |  | - | ---------- |  | - | --------------- |  | - | ----------- |  | - | -------------- | - | - | ------------- | - | - | ---------- | -
|                                   |  |                    |  |   |            |  |   |                 |  |   |             |  |   | Deficit During |   |   | Other         |   |   | Total      |  
|                                   |  | Common
      Stock |  |   | Additional |  |   |                 |  |   | Development |  |   | Comprehensive  |   |   | Stockholders' |  
|                                   |  | Shares             |  |   | Amount     |  |   | Paid-in Capital |  |   | Warrants    |  |   | Stage          |   |   | Loss          |   |   | Equity     |  
|                                   |  |                    |  |   |            |  |   |                 |  |   |             |  |   |                |   |   |               |   |   |            |  
|Balance, December 2, 2005          |  | -                  |  | $ | -          |  | $ | -               |  | $ | -           |  | $ | -              |   | $ | -             |   | $ | -          |  
|                                   |  |                    |  |   |            |  |   |                 |  |   |             |  |   |                |   |   |               |   |   |            |  
|Issuance of common stock for cash, |  |                    |  |   |            |  |   |                 |  |   |             |  |   |                |   |   |               |   |   |            |  
|$0.001 per share                   |  | 18,000,000         |  |   | 18,000     |  |   | -               |  |   | -           |  |   | -              |   |   | -             |   |   | 18,000     |  
|                                   |  |                    |  |   |            |  |   |                 |  |   |             |  |   |                |   |   |               |   |   |            |  
|Issuance of common stock for cash, |  |                    |  |   |            |  |   |                 |  |   |             |  |   |                |   |   |               |   |   |            |  
|Reg. S - Private Placement,        |  |                    |  |   |            |  |   |                 |  |   |             |  |   |                |   |   |               |   |   |            |  
|$0.10 per share                    |  | 2,000,000          |  |   | 2,000      |  |   | 198,000         |  |   | -           |  |   | -              |   |   | -             |   |   | 200,000    |  
|                                   |  |                    |  |   |            |  |   |                 |  |   |             |  |   |                |   |   |               |   |   |            |  
|Issuance of common stock for cash, |  |                    |  |   |            |  |   |                 |  |   |             |  |   |                |   |   |               |   |   |            |  
|Reg. D - Private Placement,        |  |                    |  |   |            |  |   |                 |  |   |             |  |   |                |   |   |               |   |   |            |  
|$0.10 per share                    |  | 100,000            |  |   | 100        |  |   | 9,900           |  |   | -           |  |   | -              |   |   | -             |   |   | 10,000     |  
|                                   |  |                    |  |   |            |  |   |                 |  |   |             |  |   |                |   |   |               |   |   |            |  
|Issuance of common stock for cash, |  |                    |  |   |            |  |   |                 |  |   |             |  |   |                |   |   |               |   |   |            |  
|Reg. S - Private Placement,        |  |                    |  |   |            |  |   |                 |  |   |             |  |   |                |   |   |               |   |   |            |  
|$0.30 per share                    |  | 1,860,667          |  |   | 1,861      |  |   | 556,339         |  |   | -           |  |   | -              |   |   | -             |   |   | 558,200    |  
|                                   |  |                    |  |   |            |  |   |                 |  |   |             |  |   |                |   |   |               |   |   |            |  
|Issuance of common stock 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    |  
|                                   |  |                    |  |   |            |  |   |                 |  |   |             |  |   |                |   |   |               |   |   |            |  
|Issuance of common stock - merger  |  | 10,914,603         |  |   | 10,914     |  |   | 3,894,616       |  |   | -           |  |   | -              |   |   | -             |   |   | 3,905,530  |  
|                                   |  |                    |  |   |            |  |   |                 |  |   |             |  |   |                |   |   |               |   |   |            |  
|Issuance of common stock for cash, |  |                    |  |   |            |  |   |                 |  |   |             |  |   |                |   |   |               |   |   |            |  
|Reg. S - Private Placement,        |  |                    |  |   |            |  |   |                 |  |   |             |  |   |                |   |   |               |   |   |            |  
|$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 @ $1.50        |  | -                  |  |   | -          |  |   | 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  |  

See Accompanying Notes to Financial Statements 
  F-5

---

ROYALITE PETROLEUM COMPANY INC. 
  (AN EXPLORATION STAGE COMPANY)
  CONSOLIDATED STATEMENTS OF CASH FLOWS

|                                                        |   |                |   |   | For the Period      |   |   | For the Period      |  
|------------------------------------------------------- | - | -------------- | - | - | ------------------- | - | - | ------------------- | -
|                                                        |   |                |   |   | December 2, 2005    |   |   | December 2, 2005    |  
|                                                        |   | For the Twelve |   |   | (Date of Inception) |   |   | (Date of Inception) |  
|                                                        |   | Months Ended   |   |   | Through             |   |   | Through             |  
|                                                        |   | April 30, 2007 |   |   | April 30, 2006      |   |   | April 30, 2007      |  
|CASH FLOWS FROM OPERATING ACTIVITIES                    |   |                |   |   |                     |   |   |                     |  
|Net loss                                                | $ | (4,160,057     | ) | $ | (196,085            | ) | $ | (4,356,142          | )
|Adjustments to reconcile loss from operating            |   |                |   |   |                     |   |   |                     |  
|to net cash used in operating activities:               |   |                |   |   |                     |   |   |                     |  
|Depreciation and amortization                           |   | 3,250          |   |   | 13                  |   |   | 3,263               |  
|Fair
      value of discount on private placement       |   | 763,800        |   |   | -                   |   |   | 763,800             |  
|Changes in operating assets and liabilities:            |   |                |   |   |                     |   |   |                     |  
|Prepaid
      expenses                                  |   | (105,665       | ) |   | -                   |   |   | (105,665            | )
|Refundable deposits                                     |   | (25,433        | ) |   | (3,500              | ) |   | (28,933             | )
|Other
      assets                                      |   | (6,668         | ) |   | -                   |   |   | (6,668              | )
|Accounts payable and
      accrued liabilities          |   | 1,088,330      |   |   | 25,425              |   |   | 1,113,755           |  
|                                                        |   |                |   |   |                     |   |   |                     |  
|Net cash used in operating activities                   |   | (2,442,443     | ) |   | (174,147            | ) |   | (2,616,590          | )
|                                                        |   |                |   |   |                     |   |   |                     |  
|CASH FLOW FROM INVESTING ACTIVITIES                     |   |                |   |   |                     |   |   |                     |  
|Cash paid on unproven oil properties                    |   | (4,375,292     | ) |   | (288,510            | ) |   | (4,663,802          | )
|Write-off of unproven oil properties                    |   | 2,250,118      |   |   | -                   |   |   | 2,250,118           |  
|Cash acquired on reverse merger                         |   | 4,038,375      |   |   | -                   |   |   | 4,038,375           |  
|Purchase of fixed assets                                |   | (13,051        | ) |   | (3,500              | ) |   | (16,551             | )
|                                                        |   |                |   |   |                     |   |   |                     |  
|Net cash provided by (used in) investing activities     |   | 1,900,150      |   |   | (292,010            | ) |   | 1,608,140           |  
|                                                        |   |                |   |   |                     |   |   |                     |  
|CASH FLOW FROM FINANCING ACTIVITIES                     |   |                |   |   |                     |   |   |                     |  
|Payment on notes payable - related
      party          |   | (98,294        | ) |   | -                   |   |   | (98,294             | )
|Proceeds from stock issuance                            |   | 1,548,000      |   |   | 786,200             |   |   | 2,334,200           |  
|Proceeds from borrowings from
      related party       |   | -              |   |   | 98,294              |   |   | 98,294              |  
|Proceeds from borrowings on loan payable                |   | -              |   |   | -                   |   |   | -                   |  
|                                                        |   |                |   |   |                     |   |   |                     |  
|Net cash provided by financing activities               |   | 1,449,706      |   |   | 884,494             |   |   | 2,334,200           |  
|                                                        |   |                |   |   |                     |   |   |                     |  
|NET CHANGE IN CASH                                      |   | 907,413        |   |   | 418,337             |   |   | 1,325,750           |  
|                                                        |   |                |   |   |                     |   |   |                     |  
|CASH AT BEGINNING OF PERIOD                             |   | 418,337        |   |   | -                   |   |   | -                   |  
|                                                        |   |                |   |   |                     |   |   |                     |  
|CASH AT END OF PERIOD                                   | $ | 1,325,750      |   | $ | 418,337             |   | $ | 1,325,750           |  
|                                                        |   |                |   |   |                     |   |   |                     |  
|                                                        |   |                |   |   |                     |   |   |                     |  
|SUPPLEMENTAL INFORMATION                                |   |                |   |   |                     |   |   |                     |  
|                                                        |   |                |   |   |                     |   |   |                     |  
|Interest Paid                                           | $ | 2,973          |   | $ | -                   |   | $ | -                   |  
|Income Taxes Paid                                       | $ | -              |   | $ | -                   |   | $ | -                   |  
|                                                        |   |                |   |   |                     |   |   |                     |  
|Non-cash financing activities:                          |   |                |   |   |                     |   |   |                     |  
|Stock issued on acquisition of
      Worldbids business | $ | 3,905,530      |   | $ | -                   |   | $ | 3,905,530           |  

See Accompanying Notes to Financial Statements 
  F-6

---

ROYALITE PETROLEUM COMPANY INC. 
  (AN EXPLORATION STAGE COMPANY) 
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

|1. | DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT
        POLICIES
|-- | ----------------------------------------------------------------------------

Description of Business 
  Royalite Petroleum Company Inc., referred to as the Company, is
  considered an exploration stage company. The Company's primary objective is
  to identify, acquire and develop oil and gas projects, and has not yet realized
  any revenues from this primary objective.

The Company has acquired interests in
  properties through leases on which it will drill oil or gas wells in efforts
  to discover and/or to produce oil and gas. The Company has a 100% working interest
  and a net revenue factor of 87.5% in the properties leased to date. At April
  30, 2007, the Company owned interests in oil and gas properties located within
  the State of Utah (see Note 4  Acquisition of Properties). The Company
  is exploring various oil and gas properties at this time and recently completed
  drilling operations on its initial exploratory well located in Piute Co., Utah.

The Company holds the exclusive rights
  to use all information relating to minerals and hydrocarbons in the State of
  Utah derived from a proprietary electromagnetic sensing technology.

History - Royalite Petroleum Company
  Inc. (the Company), formerly Worldbid Corporation, was incorporated
  on August 10, 1998 in the State of Nevada as Tethercam Systems, Inc (Tethercam).
  On January 15, 1999, Tethercam changed its name to Worldbid Corporation
  (Worldbid). Effective February 28, 2007, Worldbid completed the acquisition
  of Royalite Petroleum Corporation (RPC), an exploration stage company since
  its formation in the State of Nevada on December 2, 2005.

The acquisition of RPC was completed
  by way of a "triangular merger" pursuant to the provisions of the Amended and
  Restated Agreement and Plan of Merger (First Merger Agreement) among RPC, Worldbid
  and Worldbids wholly owned subsidiary, Royalite Acquisition Corp. (Worldbid
  Sub). Under the terms of the First Merger Agreement, RPC was merged with and
  into Worldbid Sub, with Worldbid Sub continuing as the surviving corporation
  (First Merger). Immediately following the completion of the First Merger, Worldbid
  completed a second merger whereby Worldbid Sub was merged with and into Worldbid,
  with Worldbid continuing as the surviving corporation (Second Merger).

Under the terms and conditions of the
  First Merger Agreement each share of RPCs issued and outstanding common
  stock, immediately prior to the completion of the First Merger, was converted
  into one share of Worldbids common stock. As a result, Worldbid issued
  a total of 24,960,667 shares or approximately 67% of its issued and outstanding
  common stock to the former shareholders of RPC. Following the transaction, Worldbid
  had 35,875,270 shares of common stock issued and outstanding.

As a result of the completion of the
  First Merger and the Second Merger (together known as the Royalite Transaction),
  Worldbid acquired all the property and assets of RPC, including the rights to
  oil and gas leases on approximately 69,000 net acres of land along the Utah
  Hingeline Trend of south-central Utah and a 2.5% royalty interest in all of
  the oil and gas produced, sold or used off of 285 acres of land, also located
  along the Utah Hingeline Trend. In addition to acquiring all of RPCs property
  and assets, Worldbid assumed all of RPCs debts and liabilities.

As part of the Second Merger, Worldbid
  changed its name to Royalite Petroleum Company Inc. (the Company).
  Effective March 5, 2007, the Company changed its trading symbol on the
  OTC Bulletin Board from WBDC to RYPE.

For accounting purposes, the Royalite
  Transaction is considered to be a capital transaction in substance, rather than
  a business combination.

F-7

---

ROYALITE PETROLEUM COMPANY INC. 
  (AN EXPLORATION STAGE COMPANY) 
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

|1. | DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT
        POLICIES(continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | History (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | The Royalite Transaction is treated, in the accompanying
        financial statements as equivalent to the issuance of shares by RPC (the
        private company) for the assets of Worldbid (the public company). The
        accounting for the Royalite Transaction is similar to that resulting from
        a reverse acquisition. Accordingly, the historical financial information
        of the accompanying financial statements is that of RPC. The 10,914,603
        shares of Worldbid at February 28, 2007 are presented in the Companys
        Statement of Stockholders Equity as if RPC acquired Worldbid.                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | Going Concern- As of April 30, 2007, the Company
        incurred cumulative net losses of approximately $4,356,142 from operations
        and has working capital of $154,111. The Company is still in the exploration
        stage, raising substantial doubt about its ability to continue as a going
        concern. The Company will seek additional sources of capital through the
        issuance of debt or equity financing, but there can be no assurance the
        Company will be successful in accomplishing its objectives.                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | The ability of the Company to continue as a going concern
        is dependent on additional sources of capital and the successful execution
        of the Companys strategic plan. The financial statements do not
        include any adjustments that might be necessary if the Company is unable
        to continue as a going concern.                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | Basis of Presentation These consolidated
        financial statements and related notes are presented in accordance with
        accounting principles generally accepted in the United States. The Companys
        fiscal year-end is April 30.                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | Use of Estimates- The preparation of consolidated
        financial statements in conformity with accounting principles generally
        accepted in the United States requires management to make estimates and
        assumptions that affect the reported amounts of assets and liabilities
        and disclosure of contingent assets and liabilities at the date of the
        financial statements and the reported amounts of revenue and expenses
        during the reporting period. Actual results could differ from those estimates.                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | Cash and Cash Equivalents- The Company considers
        all investments with an original maturity of three months or less to be
        a cash equivalent.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | Oil and Gas Exploration Activity- The Company
        follows 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 the Board of Directors assesses
        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 unproved leases, which become productive,
        are reclassified to proved properties when proved reserves are discovered
        in the property. Unproved 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 be
        provided by the unit-of-production method based on proved 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

F-8

---

ROYALITE PETROLEUM COMPANY INC. 
  (AN EXPLORATION STAGE COMPANY) 
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

|1. | DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT
        POLICIES(continued)
|-- | ---------------------------------------------------------------------------------------

Oil and Gas Exploration Activity
  (continued)

On May 22, 2007, the Company completed
  logging on its first exploration well (RS 16-1) located in Piute Co., Utah.
  The Company penetrated in excess of 500 ft. of the Lower Jurassic sandstone
  before suspending operations. After thorough analysis of the RS 16-1 well logs
  and other tests, the Company determined that the prospective sand intervals
  did not contain commercial quantities of gas and therefore decided to abandon
  the RS 16-1 well site and pursue other planned drill-site locations. In accordance
  with the full cost method of accounting for oil and gas operations, the Company
  has expensed $2,250,118 of costs related to the RS 16-1 well.

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 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.

Impairment of Properties - Unproved
  leasehold costs are reviewed periodically and a loss is recognized to the extent,
  if any, that the cost of the property has been impaired.

Property and Equipment - Property
  and equipment are stated at cost less accumulated depreciation. Depreciation
  is provided principally on the straight-line method over the estimated useful
  lives of the assets, which are generally 3 to 10 years. The cost of repairs
  and maintenance is charged to expense as incurred. Expenditures for property
  betterments and renewals are capitalized. Upon sale or other disposition of
  a depreciable asset, cost and accumulated depreciation are removed from the
  accounts and any gain or loss is reflected in other income (expense).

The Company periodically evaluates whether
  events and circumstances have occurred that may warrant revision of the estimated
  useful life of fixed assets or whether the remaining balance of fixed assets
  should be evaluated for possible impairment. The Company uses an estimate of
  the related undiscounted cash flows over the remaining life of the fixed assets
  in measuring their recoverability.

Long-Lived Assets - Long-lived
  assets are evaluated for impairment when events or changes in circumstances
  indicate that the carrying amount of the assets may not be recoverable through
  the estimated undiscounted future cash flows from the use of these assets. When
  any such impairment exists, the related assets will be written down to fair
  value.

F-9

---

ROYALITE PETROLEUM COMPANY INC. 
  (AN EXPLORATION STAGE COMPANY) 
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

|1. | DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY
        OF SIGNIFICANT POLICIES(continued)                                                                                                                                                                                                                                                                                                                                                                                                                                 
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | Fair Value of Financial Instruments
        Statement of Financial Accounting Standards (SFAS) No. 107, Disclosure
        About Fair Value of Financial Instruments, requires the Company
        to disclose, when reasonably attainable, the fair market value of its
        assets and liabilities which are deemed to be financial instruments. The
        carrying amounts and estimated fair value of the Companys financial
        instruments approximate their fair value due to the short-term nature.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | Revenue Recognition                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

Research and Development - All
  research and development expenditures during the period have been charged to
  operations.

Earnings (Loss) Per Share - The
  Company follows SFAS No. 128, Earnings Per Share and SFAS No. 150,
  Accounting for Certain Financial Instruments with Characteristics of Both
  Liabilities and Equity, which establish standards for the computation,
  presentation and disclosure requirements for basic and diluted earnings per
  share for entities with publicly-held common shares and potential common stock
  issuances. Basic earnings (loss) per share are computed by dividing net income
  by the weighted average number of common shares outstanding. In computing diluted
  earnings per share, the weighted average number of shares outstanding is adjusted
  to reflect the effect of potentially dilutive securities, such as stock options
  and warrants. Common stock equivalent shares are excluded from the computation
  if their effect is antidilutive.

Income Taxes - The Company accounts
  for its income taxes in accordance with SFAS No. 109, Accounting for Income
  Taxes, which requires recognition of deferred tax assets and liabilities
  for future tax consequences attributable to differences between the financial
  statement carrying amounts of existing assets and liabilities and their respective
  tax bases and tax credit carry-forwards. Deferred tax assets and liabilities
  are measured using enacted tax rates expected to apply to taxable income in
  the years in which those temporary differences are expected to be recovered
  or settled. The effect on deferred tax assets and liabilities of a change in
  tax rates is recognized in income in the period that includes the enactment
  date.

Comprehensive Income (Loss) 
  The Companys accumulated other comprehensive loss consists of the accumulated
  foreign currency translation adjustments.

Segment Information - The Company
  discloses segment information in accordance with SFAS No. 131, Disclosures
  about Segments of an Enterprise and Related Information, which uses a
  management approach to determine reportable segments. The Company currently
  operates its business in the USA and Canada.

Reclassification - Certain reclassifications
  have been made to the prior years financial statements to conform to the
  current years presentation

F-10

---

ROYALITE PETROLEUM COMPANY INC. 
  (AN EXPLORATION STAGE COMPANY) 
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

|1. | DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT
        POLICIES(continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | Expenses of Offering- The Company accounts for
        specific incremental costs directly to a proposed or actual offering of
        securities as a direct charge against the gross proceeds of the offering.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | Stock-Based Compensation- On December 16, 2004,
        the Financial Accounting Standards Board (FASB) issued SFAS No. 123R,
        Share-Based Payment, which replaces SFAS No. 123, Accounting
        for Stock-Based Compensation, and supersedes Accounting Principles
        Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees.
        SFAS No. 123R requires all share-based payments to employees, including
        grants of employee stock options, to be recognized in the financial statements
        based on the grant date fair value of the award. SFAS No. 123R was to
        be effective for interim or annual reporting periods beginning on or after
        June 15, 2005, but in April 2005 the Securities and Exchange Commission
        (SEC) issued a rule that will permit most registrants to implement SFAS
        No. 123R at the beginning of their next fiscal year, instead of the next
        reporting period as required by SFAS No. 123R. The pro forma disclosures
        previously permitted under SFAS No. 123 no longer will be an alternative
        to financial statement recognition. Under SFAS No. 123R, the Company must
        determine the appropriate fair value model to be used for valuing share-based
        payments, the amortization method for compensation cost and the transition
        method to be used at date of adoption. The transition methods include
        prospective and retroactive adoption option. Under the retroactive option,
        prior periods may be restated either as of the beginning of the year of
        adoption or for all periods presented. The prospective method requires
        that compensation expense be recorded for all unvested stock options and
        restricted stock at the beginning of the first quarter of adoption of
        SFAS No. 123R, while the retroactive methods would record compensation
        expense for all unvested stock options and restricted stock beginning
        with the first period restated. The Company has adopted the requirements
        of SFAS No. 123R for the fiscal year beginning after December 31, 2004.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | New Accounting Pronouncements In November
        2004, the FASB issued SFAS No. 151, Inventory Costs, an amendment
        of ARB No. 43, Chapter 4. SFAS No. 151 amends the guidance in ARB
        No. 43, Chapter 4, Inventory Pricing, to clarify the accounting
        for abnormal amounts of idle facility expense, freight, handing costs,
        and spoilage. This statement requires that those items be recognized as
        current period charges regardless of whether they meet the criterion of
        "so abnormal" which was the criterion specified in ARB No. 43. In addition,
        this statement requires that allocation of fixed production overheads
        to the cost of production be based on normal capacity of the production
        facilities. This pronouncement is effective for the Company beginning
        October 1, 2005. The Company does not expect the adoption of SFAS No.
        151 to have a material impact on its financial position, results of operations
        or cash flows.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | In May 2005, the FASB issued SFAS No. 154, Accounting
        Changes and Error Corrections. This statement applies to all voluntary
        changes in accounting principle and to changes required by an accounting
        pronouncement that do not include explicit transition provisions. SFAS
        No. 154 requires that changes in accounting principle be retroactively
        applied, instead of including the cumulative effect in the income statement.
        The correction of an error will continue to require financial statement
        restatement. A change in accounting estimate will continue to be accounted
        for in the period of change and in subsequent periods, if necessary. SFAS
        No. 154 is effective for fiscal years beginning after April 30, 2006.
        The Company does not expect the adoption of SFAS No. 154 to have a material
        impact on its financial position, results of operations or cash flows.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | In February 2006, the FASB issued SFAS No. 155, Accounting
        for Certain Hybrid Financial Instruments, which amends SFAS No.
        133, Accounting for Derivative Instruments and Hedging Activities,
        and SFAS No. 140, Accounting for Transfers and Servicing of Financial
        Assets and Extinguishments of Liabilities.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

F-11

---

ROYALITE PETROLEUM COMPANY INC. 
  (AN EXPLORATION STAGE COMPANY) 
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

|1. | DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT
        POLICIES(continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | New Accounting Pronouncements (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | SFAS No. 155 permits fair value measurement for any
        hybrid financial instrument that contains an embedded derivative that
        otherwise would require bifurcation, establishes a requirement to evaluate
        interests in securitized financial assets to identify interests that are
        freestanding derivatives or hybrid financial instruments containing embedded
        derivatives.The Company does not expect the adoption of SFAS No.
        155 to have a material impact on its financial position, results of operations
        or cash flows.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | In March 2006, the FASB issued SFAS No. 156, Accounting
        for Servicing of Financial Assets, which amends SFAS No. 140, Accounting
        for Transfers and Servicing of Financial Assets and Extinguishments of
        Liabilities. SFAS 156 may be adopted as early as January 1, 2006,
        for calendar year-end entities, provided that no interim financial statements
        have been issued. Those not choosing to early adopt are required to apply
        the provisions as of the beginning of the first fiscal year that begins
        after September 15, 2006 (e.g., January 1, 2007, for calendar year-end
        entities). The intention of this statement is to simplify accounting for
        separately recognized servicing assets and liabilities, such as those
        common with mortgage securitization activities, as well as to simplify
        efforts to obtain hedge-like accounting. Specifically, the FASB said SFAS
        No. 156 permits a servicer using derivative financial instruments to report
        both the derivative financial instrument and related servicing asset or
        liability by using a consistent measurement attribute, or fair value.
        The Company does not expect the adoption of SFAS No. 156 to have a material
        impact on its financial position, results of operations or cash flows.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|2. | ACQUISITIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | 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
      
      4,080,564Accounts payable and accrued liabilites
      
      117,429Due to related parties
      
      21,680Deferred income
      
      15,925Notes payable
      
      20,000Total liabilities assumed
      
      175,034Net assets acquired
      $
      3,905,530


F-12

---

ROYALITE PETROLEUM COMPANY INC. 
  (AN EXPLORATION STAGE COMPANY) 
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

|3. | PROPERTY AND EQUIPMENT                           
|-- | -------------------------------------------------
|   |                                                  
|   | Property and equipment consists of the following:

For theyear endedApril 30, 2007Computer equipment and software
      $
      8,427Support equipment
      
      13,052Less: Accumulated depreciation
      
      (3,049
      )$
      18,430


|4. | LICENSE RIGHTS                          
|-- | ----------------------------------------
|   |                                         
|   | License rights consist of the following:

For theyear endedApril 30, 2007Licensing rights
      $
      3,000Less: Accumulated
      
      (201
      )amortization$
      2,799


|5. | UNPROVEN OIL AND GAS PROPERTIES                          
|-- | ---------------------------------------------------------
|   |                                                          
|   | Unproven oil and gas properties consist of the following:

For theyear endedApril 30, 2007Acquisition costs
      $
      2,413,684Exploration costs
      
      2,250,118Less: Write-off of costs incurredon abandoned well
      
      (2,250,118
      )$
      2,413,684


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.

F-13

---

ROYALITE PETROLEUM COMPANY INC. 
  (AN EXPLORATION STAGE COMPANY) 
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

|5. | UNPROVEN OIL AND GAS PROPERTIES(continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | 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.                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | 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.                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|6. | LOAN PAYABLE  RELATED PARTY                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | Loan payable - related party consists of the following
        at April 30, 2007.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

For theyear endedApril 30, 2007Loan payable due to an officer of the company,bearing 10% interest annum, payable annually,unsecured and due on demand
      $
      21,680


F-14

---

ROYALITE PETROLEUM COMPANY INC. 
  (AN EXPLORATION STAGE COMPANY) 
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

|7. | NOTES PAYABLE                                                     
|-- | ------------------------------------------------------------------
|   |                                                                   
|   | Notes payable consists of the following at April 30,
        2007.

For theyear endedApril 30, 2007Note payable secured by assets of the Company,due on demand, bears 15% interest per annum,payable annually.
      $
      20,000


|8. | STOCKHOLDERS EQUITY                                                                                                                                                                                        
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                             
|   | Common and Preferred Stock:                                                                                                                                                                                 
|   |                                                                                                                                                                                                             
|   | As of April 30, 2007, there were 36,907,270
        shares of common stock outstanding and zero shares of preferred stock
        outstanding. Outstanding shares of common stock consists of the following:
|   |                                                                                                                                                                                                             
|   | a)                                                                                                                                                                                                          
|   |                                                                                                                                                                                                             
|   | b)                                                                                                                                                                                                          
|   |                                                                                                                                                                                                             
|   | c)                                                                                                                                                                                                          
|   |                                                                                                                                                                                                             
|   | d)                                                                                                                                                                                                          
|   |                                                                                                                                                                                                             
|   | e)                                                                                                                                                                                                          
|   |                                                                                                                                                                                                             
|   | f)                                                                                                                                                                                                          
|   |                                                                                                                                                                                                             
|   | g)                                                                                                                                                                                                          

Share Purchase Warrants:

As of April 30, 2007, share purchase
  warrants are outstanding for the purchase of commons shares as follows:

| | a) | 1,740,081 share purchase warrants at an exercise price
        per share of $0.85, expiring January 31, 2008.
| | -- | -------------------------------------------------------------------------------------------------------------
| |    |                                                                                                              
| | b) | 715,017 share purchase warrants at an exercise price
        per share of $1.75, expiring February 15, 2008. 
| |    |                                                                                                              
| | c) | 516,000 share purchase warrants at an exercise price
        per share of $1.75, expiring March 23, 2008.    

F-15

---

ROYALITE PETROLEUM COMPANY INC. 
  (AN EXPLORATION STAGE COMPANY) 
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

|9. | COMMITMENTS AND CONTINGENCIES                                                                                                                                                                        
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                      
|   | Lease obligations The Company has operating
        leases for its offices. Future minimum lease payments under the operating
        leases for the facilities as of April 30, 2007 are as follows:

Fiscal year 2008..................................................
  $ 23,400

|    | Legal contingency 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.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|10. | SEGMENTED INFORMATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | The Company currently operates in 1) the oil and gas
        industry (USA) and 2) the online business-to-business industry (Canada).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | Details on a geographic basis of the assets, liabilities
        and loss for the year, at April 30, 2007 are as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

| |                   |   | USA       |  |   | Canada  |  |   | Total     | 
| | ----------------- | - | --------- |  | - | ------- |  | - | --------- | 
| | Assets            | $ | 3,360,078 |  | $ | 579,099 |  | $ | 3,939,177 | 
| | Liabilities       | $ | 1,128,275 |  | $ | 162,299 |  | $ | 1,290,574 | 
| | Loss for the year | $ | 3,321,311 |  | $ | 838,746 |  | $ | 4,160,057 | 

Details for each segment on a geographic
  basis of the assets, liabilities and loss for the year, at April 30, 2006 are
  as follows:

| |                   |   | USA     |  |   | Canada |  |   | Total   | 
| | ----------------- | - | ------- |  | - | ------ |  | - | ------- | 
| | Assets            | $ | 716,834 |  | $ | -0-    |  | $ | 716,834 | 
| | Liabilities       | $ | 123,719 |  | $ | -0-    |  | $ | 123,719 | 
| | Loss for the year | $ | 196,085 |  | $ | -0-    |  | $ | 196,085 | 

F-16

---

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

None.

ITEM
8A.              CONTROLS
AND PROCEDURES.

Under the supervision and with the participation of our
management, including the Chief Executive Officer and Chief Financial Officer,
we have evaluated the effectiveness of our disclosure controls and procedures as
required by Exchange Act Rule 13a-15(b) as of the end of the period covered by
this report. Based on that evaluation, the Chief Executive Officer and Chief
Financial Officer have concluded that these disclosure controls and procedures
are effective.

There were no changes in our internal control over financial
reporting during the year ended April 30, 2007 that have materially affected, or
are reasonably likely to materially affect, our internal control over financial
reporting.

ITEM
8B.              OTHER
INFORMATION.

None.

30

---

PART III

|ITEM 9. | DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL
      PERSONS AND CORPORATE GOVERNANCE; COMPLIANCE WITH SECTION 16(A) OF
      THE EXCHANGE ACT.
|------- | --------------------------------------------------------------------------------------------------------------------------------------------------

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

| | Name of Director    | Age | Position                                                        
| | ------------------- | --- | ----------------------------------------------------------------
| |                     |     |                                                                 
| | Michael L. Cass     | 53  | Chief Executive
      Officer, President and Director           
| |                     |     |                                                                 
| | Logan Anderson      | 53  | Chief Financial
      Officer, Secretary, Treasurer and Director
| |                     |     |                                                                 
| | William Charles Tao | 48  | Director                                                        

Michael L. Cass is our Chief Executive Officer,
President and a member of our Board of Directors. Mr. Cass has served in those
capacities since February 28, 2007. From 1997 to 2005, Mr. Cass was an
independent oil and gas investor in Texas where he bought, sold and developed
oil and gas properties. From 1990 to 1997, Mr. Cass was president and chairman
of MLC Petroleum Corporation, formerly a Toronto Stock Exchange company. Mr.
Cass has over 29 years business experience with emphasis in all aspects of the
oil and gas industry.

Logan Anderson is our Chief Financial Officer,
Secretary, Treasurer and a member of our Board of Directors. Mr. Anderson is
also Worldbid Subs President, Secretary, Treasurer and the sole member of
Worldbid Subs 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 since 1993. Mr. Anderson has been an officer and
director of a number of private and public companies in the past 12 years,
including PLC Systems, Inc. and 3D-Systems Inc. Mr. Anderson is currently a
director of XLR Medical Corp., an OTC Bulletin Board company. Mr. Anderson is
also presently a director and officer of a number of private companies

William Charles Tao is a member of our Board of Directors.
  Dr. Tao was appointed as a member of our board of directors on July 10, 2006.
  Dr. Tao obtained his Ph.D. in Chemical Engineering and Chemical Physics from
  the Stanford University. Since 1989, Dr. Tao has acted in such capacities as
  consultant, managing director, officer, and other management roles in many different
  fields, including natural resources, capital financing, international trade,
  and chemical engineering. Dr. Tao has published more than 30 publications in
  his area of expertise to date.

Significant Employees

Paul Wagorn is currently the Chief Operating Officer of
Worldbid International Inc. Mr. Wagorn was also a member of our Board of
Directors from February 17, 2000 to February 28, 2007. Mr. Wagorn is responsible
for overseeing our Worldbid Operations. Mr. Wagorn has been working in the
computer field for the past 12 years, in which he has served in both the public
and private sectors as a software and database engineer, project manager, and
support specialist. From 1987 to 1989, Mr. Wagorn worked for Consumer and
Corporate Affairs Canada, leading a team to computerize the data retrieval
system for Canadian Patents and develop a quality assurance system for Canadian
Patent Examiners. Mr. Wagorn subsequently worked on various small and large
database-systems projects integrating new technology with existing data.

31

---

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 Logan B. Anderson,
qualifies as an audit committee financial expert within the meaning prescribed
by Item 407(d)(5) of Regulation S-B by virtue of his professional qualification
as an associate chartered accountant and his experience. In addition to serving
on our Board of Directors, Mr. Anderson also serves as our Chief Financial
Officer. As a result, Mr. Anderson is not independent. (See Director
Independence, below.)

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.

Section 16(a) Beneficial Ownership Reporting Compliance

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, 2007, 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:

|                                                        |              | Transactions | Known Failures
      to
|------------------------------------------------------- | ------------ | ------------ | -----------------------
|                                                        | Number of    | Not Timely   | File a Required        
|Name and Principal
      Position                       | Late Reports | Reported     | Form                   
|Michael L. Cass                                         | One          | One          | None                   
|Chief Executive Officer, President and
      Director   |              |              |                        
|                                                        |              |              |                        
|Logan B. Anderson                                       | None         | None         | None                   
|Chief Financial Officer, Secretary, Treasurer
      and |              |              |                        
|Director                                                |              |              |                        
|                                                        |              |              |                        
|William Charles Tao                                     | One          | One          | None                   
|Director                                                |              |              |                        

32

---

|                                                       |              | Transactions | Known Failures
      to
|------------------------------------------------------ | ------------ | ------------ | -----------------------
|                                                       | Number of    | Not Timely   | File a Required        
|Name and Principal
      Position                      | Late Reports | Reported     | Form                   
|Howard Thomson(1)                                      |              |              |                        
|Former Secretary, Former Treasurer, Former
      Chief | One          | One          | None                   
|Financial Officer and Former Director                  |              |              |                        
|                                                       |              |              |                        
|Paul Wagorn(2)                                         |              |              |                        
|Former Director                                        | None         | None         | None                   
|                                                       |              |              |                        



|**Notes:** |    |                                                                                   
|---------- | -- | ----------------------------------------------------------------------------------
|           | 1. | Mr. Thomson resigned as a director and executive officer
      on August 31, 2006.
|           | 2. | Mr. Wagorn resigned as a director on February 28,
      2007.                     

ITEM
10.               
EXECUTIVE COMPENSATION.

Executive Officer 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(a)(2) of Regulation S-B, during the fiscal year ended April 30, 2007:

SUMMARY COMPENSATION
        TABLEName & 
        Principal Position
      Year 
        Ended 
        April 30
      Salary 
        ($)
      Bonus 
        ($)
      Stock 
        Awards 
        ($)
      Option 
        Awards 
        ($)
      Non-Equity 
        Incentive 
        Plan 
        Compen- 
        sation ($)
      Nonqualified 
        Deferred 
        Compen- 
        sation 
        Earnings 
        ($)
      All Other 
        Compen- 
        sation 
        ($)
      Total 
        ($)Michael L. Cass(1)
        CEO, President and 
        Director
      2007
      $20,000
      $0
      $0
      $0
      $0
      $0
      $0
      $20,000Logan B. Anderson(2)
        CFO, Secretary, 
        Treasurer and 
        Director
      2007
      $105,000
      $0
      $0
      $0
      $0
      $0
      $0
      $105,000Howard Thomson(3)
        Former executive 
        officer and former 
        director
      2007
      $9,000
      $0
      $0
      $0
      $0
      $0
      $0
      $9,000




|**Notes:** |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|---------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1)        | Mr. Cass was appointed as our Chief Executive Officer
        and President, and to our Board of Directors, on February 28, 2007. Mr.
        Cass is 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 April 30,
        2007 as compensation for Mr. Cass’ services. 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.
|(2)        | Mr. Anderson was appointed our Chief Financial Officer,
      Secretary and Treasurer on August 31, 2006. Mr. Anderson resigned as our
      Chief Executive Officer and President on February 28, 2007.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|(3)        | Mr. Thomson resigned as our Chief Financial Officer,
      Secretary and Treasurer, and as a member of our Board of Directors, on
      August 31, 2006.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

33

---

Outstanding Equity Awards at Fiscal Year End

The following table provides information concerning unexercised
options for each our named executive officers, as that term is defined in Item
402(a)(2) of Regulation S-B as of our fiscal year end of April 30, 2007:

Name andPrincipal Position
    Number ofSecuritiesUnderlyingUnexercisedOptions (#)Exercisable
    Number ofSecuritiesUnderlyingUnexercisedOptions (#)Unexercisable
    Equity Incentive PlanAwards: Number ofSecurities UnderlyingUnexercisedUnearned Options
    OptionExercisePrice
    OptionExpirationDateMichael L. Cass CEO, President and Director
    None.
    None.
    None.
    n/a
    n/aLogan B. Anderson CFO, Secretary, Treasurer and
      Director
    None.
    None.
    None.
    n/a
    n/aHoward Thomson Former executive officer and former
      director
    None.
    None.
    None.
    n/a
    n/a


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(a)(2) of Regulation S-B, during the
fiscal year ended April 30, 2007:

DIRECTOR COMPENSATIONName & 
        Principal Position
      Year 
        Ended 
        April 30
      Fees 
        Earned/ 
        Paid in 
        Cash 
        ($)
      Stock 
        Awards 
        ($)
      Option 
        Awards 
        ($)
      Non-Equity 
        Incentive Plan 
        Compen- 
        sation ($)
      Nonqualifie 
        d Deferred 
        Compen- 
        sation 
        Earnings 
        ($)
      All Other 
        Compen- 
        sation 
        ($)
      Total 
        ($)William C. Tao(1)
        Director
      2007
      $0
      $0
      $0
      $0
      $0
      $0
      $0Paul Wagorn(2)
        Former Director
      2007
      $99,386
      $0
      $0
      $0
      $0
      $0
      $99,386


|(1) | Dr. Tao was appointed as a member of our Board of
      Directors on July 10, 2006.                                                                                                                                                                                                                                              
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Mr. Wagorn resigned as a member of our Board of Directors
      on February 28, 2007. Mr. Wagorn continues to act as Chief Operating
      Officer of our wholly owned subsidiary, Worldbid International Inc., and
      continues to be paid under the terms of his consulting agreement with
      Worldbid International Inc.

Employment Agreements

Logan B. Anderson, our Chief Financial Officer, Treasurer and
Secretary 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.

34

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Paul Wagorn, the Secretary, Treasurer and Chief Operating
Officer of Worldbid International Inc., is paid pursuant to a consulting
contract with Worldbid International Inc. Mr. Wagorn provides his services to us
as a consultant. The original term of Mr. Wagorns consultant contract expired
February 28, 2003. We have verbally agreed with Mr. Wagorn to extend his
contract on a month-to-month on the same terms and conditions.

Michael L. Cass, our Chief Executive Officer and President, and
  one of our directors, is paid pursuant to a consulting agreement with Nitra
  Corporation, a company in which Mr. Cass acts as its president. Under the terms
  of this agreement, Nitra Corporation is paid $10,000 per month on a month to
  month basis for Mr. Cass to act as Royalite's Chief Executive Officer and President.

We do not currently have an employment, consulting or other compensation
  agreement with William Charles Tao, one of our directors.

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

The following table sets forth certain information concerning
the number of shares of our common stock owned beneficially as of August 29,
2007 by: (i) each person (including any group) known to us to own more than five
percent (5%) of any class of our voting securities, (ii) each of our directors
and officers; (iii) each of our named executive officers as defined in Rule
402(a)(2) of Regulation S-B, and (iv) our officers and directors as a group.
Unless otherwise indicated, the shareholders listed possess sole voting and
investment power with respect to the shares shown.

Title of Class
      Name and Address of Beneficial
        Owner
      Amount and Nature of Beneficial
        Owner
      Percentage of Common Stock(1)OFFICERS AND DIRECTORSCommon Stock
      Michael L. Cass 
        Chief Executive Officer, President and 
        Director 
        3001 Riviera Rd. 
        Austin, Texas 78733
      3,000,000 
        Direct
      8.1%Common Stock
      Logan Anderson 
        Chief Financial Officer, Treasurer, 
        Secretary and Director 
        810 Peace Portal Drive, Suite 201 
        Blaine, WA 98230
      1,883,623 
        Direct
      5.1%Common Stock
      William Charles Tao 
        Director 
        3135 Villa Marbella Circle 
        Reno, NV 89509
      400,000 
        Direct
      1.1%Common Stock
      Howard Thomson 
        Former Executive Officer and Former 
        Director 
        5B, Harbour Village 
        Dunmore East, County Waterford, Ireland
      190,000 
        Direct
      *Common Stock
      Paul Wagorn 
        Former Executive Officer and Former 
        Director 
        175 Robertson Street 
        Victoria, BC V8S 3X3
      Nil
      *


35

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Title of Class
      Name and Address of Beneficial
        Owner
      Amount and Nature of Beneficial
        Owner
      Percentage of Common Stock(1)Common Stock
      All Officers and Directors 
        as a Group (5 persons)
      5,473,623
      14.8%5% SHAREHOLDERSCommon Stock
      K. Ian Matheson 
        2215 Lucerne Circle 
        Henderson, NV 89014
      2,825,000
      7.7%Common Stock
      Harold C. Moll 
        Box 866 Georgetown 
        Grand Cayman, BWI
      3,208,000
      8.7%Common Stock
      US Global Investors  Global Resources
        
        Fund 
        c/o BBH & G 
        PO Box 1536, Pine Street Station 
        New York, NY 10268
      2,233,333
      6.1%


|**Notes:** |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|---------- | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|           | *   | Less than 1%.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|           | (1) | Based on 36,907,270 shares of our common stock issued and
      outstanding as of August 29, 2007. Under Rule 13d-3, certain shares may be
      deemed to be beneficially owned by more than one person (if, for example,
      persons share the power to vote or the power to dispose of the shares). In
      addition, shares are deemed to be beneficially owned by a person if the
      person has the right to acquire the shares (for example, upon exercise of
      an option) within 60 days of the date as of which the information is
      provided. In computing the percentage ownership of any person, the amount
      of shares outstanding is deemed to include the amount of shares
      beneficially owned by such person (and only such person) by reason of
      these acquisition rights. As a result, the percentage of outstanding
      shares of any person as shown in this table does not necessarily reflect
      the persons actual ownership or voting power with respect to the number
      of shares of common stock actually outstanding on August 29, 2007.

Change of Control

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

EQUITY COMPENSATION PLAN INFORMATION

We 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


36

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|ITEM 12. | CERTAIN RELATIONSHIPS AND
        RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
|-------- | ----------------------------------------------------------------------------------

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

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

Acquisition of Royalite Corp.

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
    CEO, President, Director and owner of more than
      5% of outstanding stock.
    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
    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
    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 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
    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.


A description of our acquisition of Royalite Corp. is provided
in this Annual Report at Part I, Item 1. Description of Business.

37

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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 Marketplace 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. William Charles Tao is our sole independent
director. Our Board of Directors does not have separately designated
compensation, nominating or audit committees, as such our entire Board of
Directors acts in those capacities.

ITEM
13.               
EXHIBITS.

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

|Exhibit | Description of Exhibit                                                                                                                                                                               
|------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  |                                                                                                                                                                                                      
|        |                                                                                                                                                                                                      
|2.1     | Amended and
        Restated Agreement and Plan of Merger entered into on February 9, 2007
        between Worldbid Corporation, Royalite Acquisition Corp. and Royalite
        Petroleum Corp. (10)
|        |                                                                                                                                                                                                      
|2.2     | Agreement and
        Plan of Merger entered into on February 28, 2007 between Worldbid Corporation
        and Royalite Acquisition Corp.(11)                                                       
|        |                                                                                                                                                                                                      
|3.1     | Amended and
        Restated Articles of Incorporation filed January 13, 2006.(9)                                                                                                                    
|        |                                                                                                                                                                                                      
|3.2     | By-Laws of Worldbid.(1)                                                                                                                                                                              
|        |                                                                                                                                                                                                      
|3.3     | Articles of
        Merger among Royalite Petroleum Corp. and Royalite Acquisition Corp.(11)                                                                                                         
|        |                                                                                                                                                                                                      
|3.4     | Articles of
        Merger among Royalite Acquisition Corp. and Worldbid Corporation.(11)                                                                                                            
|        |                                                                                                                                                                                                      
|4.1     | Specimen Stock
        Certificate.(1)                                                                                                                                                               
|        |                                                                                                                                                                                                      
|10.1    | Executive Consultant
        Agreement dated September 1, 2001 between Worldbid and Logan Anderson.(2)                                                                                               
|        |                                                                                                                                                                                                      
|10.2    | Amendment to
        Executive Consultant Agreement dated November 1, 2002 between Worldbid
        and Logan Anderson.(3)                                                                           
|        |                                                                                                                                                                                                      
|10.3    | Amendment to
        Executive Consultant Agreement dated for reference August 29, 2003 between
        Worldbid and Logan Anderson.(4)                                                              
|        |                                                                                                                                                                                                      
|10.4    | Amendment to
        Executive Consultant Agreement dated for reference April 30, 2005 between
        Worldbid and Logan Anderson.(5)                                                               
|        |                                                                                                                                                                                                      
|10.5    | Agreement and
        Plan of Merger dated August 23, 2006 between Worldbid Corporation and
        Royalite Petroleum Corp.(7)                                                                      
|        |                                                                                                                                                                                                      
|10.6    | Settlement Agreement
        dated August 31, 2006 between Worldbid and Howard Thomson.(8)                                                                                                           
|        |                                                                                                                                                                                                      
|10.7    | Consulting
        Agreement dated February 8, 2006 between Royalite Petroleum Corp. and
        Nitra Corporation.                                                                                  
|        |                                                                                                                                                                                                      
|10.8    | Consulting
        Agreement dated August 1, 2007 between Royalite Petroleum Company Inc.
        and Kapco Consultants Corp.                                                                        
|        |                                                                                                                                                                                                      
|14.1    | Code of Ethics.(4)                                                                                                                                                                                   
|        |                                                                                                                                                                                                      
|21.1    | List
        of Subsidiaries.                                                                                                                                                                        
|        |                                                                                                                                                                                                      
|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
      Form10-SB12G/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.              

38

---

|(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 Annual Report on Form 10-KSB
      for the year ended April 30, 2006 filed with the SEC on August 14,
      2006.
|(7)  | Filed as an Exhibit to our Current Report on Form 8-K
      filed with the SEC on August 29, 2006.                                          
|(8)  | Filed as an Exhibit to our Current Report on Form 8-K
      filed with the SEC on September 7, 2006.                                        
|(9)  | Filed as an Exhibit to our Quarterly Report on Form
      10-QSB filed with the SEC on March 22, 2006.                                      
|(10) | Filed as an Exhibit to our Current Report on Form 8-K
      filed with the SEC on February 14, 2007.                                        
|(11) | Filed as an Exhibit to our Current Report on Form 8-K
      filed with the SEC on March 6, 2007.                                            

ITEM
14.               
PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Audit Fees

The aggregate fees billed for the two most recently completed
  fiscal years ended April 30, 2007 and April 30, 2006 for professional services
  rendered by the principal accountant for the audit of our annual financial statements
  and review of the financial statements included our Quarterly Reports on Form
  10-QSB and services that are normally provided by the accountant in connection
  with statutory and regulatory filings or engagements for these fiscal periods
  were as follows:

Year Ended April 30,
      2007(1)
    Year Ended April 30,
      2006(2)Audit Fees
    $16,309
    $15,600Audit Related Fees
    $0
    $0Tax Fees
    $0
    $0All Other Fees
    $0
    $0Total
    $16,309
    $15,600


|(1) | Consists of fees billed by Sarna & Company, the
      principal accountant for Royalite Corp. and our current principal
      accountant. Audit fees billed by Morgan & Company, our former
      principal accountant, during the fiscal year ended April 30, 2007
      consisted of $26,085. There were no other fees billed by Morgan &
      Company during the fiscal year ended April 30, 2007.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                       
|(2) | Consists of fees billed by Morgan & Company, our
      former principal accountant.                                                                                                                                                                                                                                                                                                                   

39

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SIGNATURES

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

|      |                   |     | ROYALITE PETROLEUM COMPANY INC.                       
|----- | ----------------- | --- | ------------------------------------------------------
|      |                   |     |                                                       
|      |                   |     |                                                       
|      |                   |     |                                                       
|Date: | September 7, 2007 | By: | /s/
      Michael L. Cass                             
|      |                   |     | MICHAEL L. CASS                                       
|      |                   |     | Chief Executive Officer and President                 
|      |                   |     | (Principal Executive Officer)                         
|      |                   |     |                                                       
|      |                   |     |                                                       
|      |                   |     |                                                       
|      |                   |     |                                                       
|Date: | September 7, 2007 | By: | /s/
      Logan B. Anderson                           
|      |                   |     | LOGAN B. ANDERSON                                     
|      |                   |     | Chief Financial Officer, Secretary and
      Treasurer
|      |                   |     | (Principal Financial Officer)                         



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



|Date: | September 7, 2007 | By: | /s
      Michael L. Cass                              
|----- | ----------------- | --- | ------------------------------------------------------
|      |                   |     | MICHAEL L. CASS                                       
|      |                   |     | Chief Executive Officer and President                 
|      |                   |     | (Principal Executive Officer)                         
|      |                   |     | Director                                              
|      |                   |     |                                                       
|      |                   |     |                                                       
|      |                   |     |                                                       
|      |                   |     |                                                       
|Date: | September 7, 2007 | By: | /s/
      Logan B. Anderson                           
|      |                   |     | LOGAN B. ANDERSON                                     
|      |                   |     | Chief Financial Officer, Secretary and
      Treasurer
|      |                   |     | (Principal Financial Officer)                         
|      |                   |     | Director                                              
|      |                   |     |                                                       
|      |                   |     |                                                       
|      |                   |     |                                                       
|      |                   |     |                                                       
|Date: | September 7, 2007 | By: | /s/
      William Charles Tao                         
|      |                   |     | WILLIAM CHARLES TAO                                   
|      |                   |     | Director                                              

---