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**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**Washington, D.C. 20549

FORM 10-KSB

(Mark One)

[ x ] Annual Report Pursuant To Section 13 Or 15(d) Of The Securities
  Exchange Act Of 1934

For the fiscal year ended April 30, 2006

[]
  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**

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

|NEVADA                                                               | 88-0427619                       
|-------------------------------------------------------------------- | ---------------------------------
|(State or other jurisdiction of incorporation or
      organization) | (IRS 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 is not required to file reports pursuant
  to Section 13 or 15(d) of the Exchange Act. []

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 is not contained in 
  this form, and no disclosure will be contained, to the best of registrant's
  knowledge, in definitive proxy or 
  information statements incorporated by reference in Part III of this Form 10-KSB
  or any amendment to this 
  Form 10-KSB. [ x ]

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
$332,673.

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.) $1,328,964 as of April 28, 2006.

State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date. 5,054,408
Shares of Common Stock as of April 30, 2006.

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

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WORLDBID CORPORATION ANNUAL REPORT ON FORM 10-KSB FOR
THE YEAR ENDED APRIL 30, 2006

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 Stockholders
      Matters.                                                             | 16      
|Item 6.    | Management's Discussion
      and Analysis or Plan of Operation.                                                             | 17      
|Item 7.    | Financial Statements.                                                                                                        | 28      
|Item 8.    | Changes in and Disagreements
      with Accountants on Accounting and Financial Disclosure.                                  | 29      
|Item 8a.   | Controls and Procedures.                                                                                                     | 29      
|Item 8b.   | Other Information.                                                                                                           | 29      
|           |                                                                                                                              |         
|PART III   |                                                                                                                              | 30      
|           |                                                                                                                              |         
|Item 9.    | Directors, Executive Officers,
      Promoters and Control Persons; Compliance with Section 16(A) of the Exchange
      Act. | 30      
|Item 10.   | Executive Compensation.                                                                                                      | 32      
|Item 11.   | Security Ownership of Certain
      Beneficial Owners and Management and Related Stockholder Matters.                        | 35      
|Item 12.   | Certain Relationships and Related Transactions.                                                                              | 36      
|Item 13.   | Exhibits.                                                                                                                    | 37      
|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 Repots 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 Worldbid mean Worldbid Corporation and its subsidiary, unless
otherwise indicated.

ITEM
1.               
DESCRIPTION OF BUSINESS.

COMPANY OVERVIEW

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. We were founded on the basis of a simple
premise: small, mid-sized and even large companies face numerous linguistic,
cultural and logistical barriers when trying to find new buyers nationally and
internationally or when trying to develop new sources of products or materials
nationally and internationally. We have designed our Worldbid.com Internet web
site to enable companies throughout the world to procure, source (buy) and
tender (sell) products and services nationally and internationally.

Recent Developments

We continued to reduce operating costs while maintaining
revenues during our year ended April 30, 2006. However, we continue to have a
working capital deficit and require additional financing to continue our
operations. Since the end of our fiscal year ended April 30, 2005, we have
experienced the following corporate developments:

| | 1. | On July 31, 2006, we closed an offering of 10%
      convertible notes for proceeds of $190,000. The 10% Convertible Notes were
      issued on August 11, 2006 to 14 subscribers pursuant to Regulation S of
      the Securities Act. The convertible notes are due on April 30, 2008 and
      bear interest at a rate of 10% per annum. The notes are convertible at the
      option of the noteholder into shares of our common stock at a price equal
      to the lesser of $0.20 or 75% of the average trading price of our common
      stock for the 10 days preceding the date of conversion.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | 2. | On July 10, 2006, Dr. William Charles Tao was appointed
      as a member of our board of directors. Dr. Tao obtained his Ph.D. in
      Chemical Engineering and Chemical Physics from the Stanford University.
      Since 1979, Dr. Tao has acted in such capacities as consultant, managing
      director, and officer in many different fields, including natural
      resources, capital financing, international trade, and chemical
      engineering.                                                                                                                                         
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | 3. | On June 19, 2006, we approved a private placement of up
      to 4,000,000 units at a price of $0.75 US per unit, to raise gross
      proceeds of $3,000,000. We may pay a commission of up to 10% of the
      purchase price of the units subject to applicable securities requirements,
      and may issue warrants to eligible brokers or finders of up to 10% the
      number of units sold in the offering at a price of $0.85 per
  share.                                                                                                                                                     
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | 4. | In April, 2006, we entered into negotiations for the
      acquisition of Royalite Petroleum Corp. (Royalite), a Nevada company
      engaged in the exploration and development of oil and gas properties.
      Under the terms of the proposed acquisition, it is expected that we would
      issue 25,000,000 of our common stock in exchange for 100% of the shares of
      Royalite. It is also expected that we will spin-off our
  existing                                                                                                                                                  

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| |    | subsidiary Worldbid Canada Corporation to our existing
      shareholders prior to issuance of the shares to the shareholders of
      Royalite. Our negotiations with Royalite are ongoing. We can provide no
      assurance that the negotiations for the acquisition of Royalite will be
      successful.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | 5. | We entered into a web service agreement with Eutilia NV
      ("Eutilia"), a Netherlands Corporation dated effective December 21, 2005.
      Under the terms of the agreement, we provide a license to Eutilia to use
      Worldbid technology and content and will produce and maintain a customized
      version of Worldbid's international marketplace website at the URL
      www.eutilia.net. Pursuant to the terms of the agreement, Eutilia will
      provide marketing and sales support for the marketplace and revenue will
      be shared between both parties as further set out in the agreement. The
      agreement is for a term of one year.                                                                                                                                    
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | 6. | On December 9, 2005, our board of directors adopted an
      amendment to our Articles of Incorporation removing provisions referring
      to our principal office or principal place of business and approved an
      increase in the number of our authorized shares of common stock from
      20,000,000 shares of common stock, par value $0.001 per share, to
      500,000,000 shares of common stock, par value $0.001 per share. We adopted
      these amendments to our Articles of Incorporation at a special meeting of
      the stockholders held on January 6, 2006. The Amended and Restated
      Articles were filed with the Nevada Secretary of State on January 13, 2006
      following stockholder approval at our special meeting of stockholders held
      January 6, 2006.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | 7. | On September 6, 2005, we issued 160 shares of our common
      stock for interest due on our notes payable amounting to $150 and issued
      6,400 shares of common stock, not previously issued on the conversion of
      convertible notes that occurred prior to April 30, 2005 totaling
      $4,000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | 8. | On September 6, 2005, our board of directors approved a
      one-for-twenty-five (1:25) reverse stock split of our issued and
      outstanding common shares. The reverse stock split was effected on
      September 19, 2005. In connection with the reverse stock split, our
      authorized capital was decreased from 500,000,000 shares of common stock
      and 100,000,000 shares of preferred stock, par value $0.001 to 20,000,000
      shares of common stock and 100,000,000 shares of preferred stock, par
      value $0.001. In connection with the completion of our reverse stock
      split, our stock symbol on the Over-The-Counter Bulletin Board was changed
      to WBDC effective September 19, 2005.                                                                  

Proposed Acquisition of Royalite Petroleum Corp.

During our second quarter ended June 30, 2006, we entered into
negotiations for the acquisition of Royalite Petroleum Corp. ("Royalite"), a
Nevada company engaged in the exploration and development of oil and gas
properties. Royalite holds the exclusive right to use all information relating
to minerals and hydrocarbons in the State of Utah derived from a proprietary
sensing technology known as the "Moore Radiometer" (the "Technology"). Royalite
has leased 10,127 acres for oil and gas exploration in the Sanpete and Piute
Counties, Utah and intends to acquire additional properties in Sevier Valley,
Utah based on information derived from use of the Technology.

Under the terms of the proposed acquisition, it is expected
that we would issue approximately 25,000,000 of our common shares in exchange
for 100% of the shares of Royalite. It is also expected that we will spin-off
our existing subsidiary Worldbid Canada Corporation to our existing shareholders
prior to issuance of shares to the shareholders of Royalite. There is no
assurance that the acquisition transaction will be completed. The transaction is
still in negotiations, and is subject to the completion of due diligence and the
entry into a definitive agreement between the parties. If we complete the
transaction with Royalite, of which there is no assurance, we intend to pursue
the business of Royalite and spin-off the business presently conducted by our
subsidiary Worldbid Canada Corporation to our shareholders.

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CORPORATE ORGANIZATION

Incorporation

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

Subsidiaries

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

INDUSTRY BACKGROUND

Market Opportunity

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

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

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

THE WORLDBID WEB SITES

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

Development of the Worldbid Web Sites

We designed the Worldbid web sites to enable businesses
throughout the world to discover trade leads for products and services that they
are seeking to purchase or sell. Businesses that use the Worldbid web sites are
able to post notices of products or services that they wish to buy or sell in an
organized and categorized manner. In addition, businesses may view notices
posted by other businesses for products or services that they wish to buy or
sell. The Worldbid web sites enable businesses to locate valuable information
regarding the products and services which they buy and sell, including: (i) the
identities of potential buyers for products and services which are offered for
sale; and (ii) the identities of potential sellers of products and services
which are sought to be purchased. We use a system of e-mail notifications that
are transmitted to businesses using the Worldbid web sites in order to notify
businesses of potential new trade leads that are posted by other businesses on
the Worldbid web sites. Businesses are then able to contact other businesses
directly and negotiate transactions between themselves with minimal involvement
from us.

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

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addressing the inefficiencies of traditional methods of
information delivery and communications between businesses.

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

Registration

Except for specific limited exemptions, each business that
wishes to take advantage of the Worldbid web sites is required to register with
us and pay a subscription prior to posting any offer to sell or request for
tender. Businesses are required to register during an on-line Internet session.
Each business is required to provide basic information regarding their business
and identity and to complete a simple questionnaire. After registration and
payment, 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.

Buyers

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

Sellers

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

Requests for E-Mail Notifications

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

Current Use of the Worldbid Web Site

We launched the Worldbid web site in January 1999. Since its
launch, the Worldbid web site has grown to approximately 1,000,000 trade leads
in approximately 1,000 separate industry categories and sub-categories.
Approximately 474,000 companies have signed up as registered users of the
Worldbid web sites, of which only a portion are paying subscribers as we
determined to grandfather all users who registered prior to our implementation
of subscription fees. Currently, new companies are registering as members of our
Worldbid web sites at the rate of approximately 200 per day. The Worldbid web
sites receive over 2 million page views each month, have generally between
300-1000 trade opportunities posted each day, and over 6 million trade
notifications per month are emailed out to registered businesses who have
requested them. Our experience is that approximately 75% of the businesses that
have registered to use our Worldbid web sites are residents of countries outside
of the United States.

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FEATURES OF THE WORLDBID WEB SITES

Categories

The Worldbid web sites have a broad variety of business
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. The global nature of the Internet and its
ability to be accessed throughout the world enable the Worldbid web sites to be
used by businesses to access markets outside their geographic region.

Company Showrooms

We have developed a service that allows our registered users to
build a company showroom, or product catalogue, on our Worldbid web site and
be listed in the company directory that we have generated. This service, which
has quickly grown to include over 10,000 company showrooms containing 32,000
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 for a negotiation system and a
RFQ/case tracking tool. This system provides a means for clients to pursue a
more formal and detailed form of communication and negotiation, while at the
same time enables Worldbid to become more deeply integrated into the
negotiation/tendering process.

Bid Document Storage

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

Screening of Notices

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

THE WORLDBID NETWORK OF WEB SITES

Overview

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

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

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Sub-Site Strategic Alliance Agreements

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

We evaluate potential partners on the following important
criteria:

| | (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 partner is presence in the relevant region, while for an industry
sub-site, it is satisfactory industry credentials.

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

Our sub-site strategic alliance agreements are structured to
provide that Worldbid retains all ownership and control of the sub-site and its
associated data and intellectual property, and is responsible for hosting,
maintaining and enhancing the sub-site and its basic content. The partner is
granted exclusive partnering rights to the sub-site, and agrees that, during
the term of the agreement and for six months after it ends, it will not utilize
any Worldbid competitors trade leads in any other business it conducts.

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

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

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

Current Regional Worldbid Web Sites

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

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maximize use by the targeted local business market. To date, we
have developed regional Worldbid web sites both by ourselves and with
partners.

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

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

Technical Features of Worldbid Network

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

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

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

REVENUE MODEL

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

| | 1. | Sales of membership subscriptions to businesses using our
      Worldbid web sites;                                                                                   
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                       
| | 2. | Up-front fees for partnership arrangements where we are
      paid for our web site development services;                                                             
| |    |                                                                                                                                                                       
| | 3. | Sales of advertising placed on our Worldbid web sites and
      on e-mail trade notifications that are transmitted via the Worldbid web
      sites to businesses; and
| |    |                                                                                                                                                                       
| | 4. | Revenue sharing arrangements for web sites that are
      operated pursuant to partnership or strategic alliance
  arrangements.                                      

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

Membership Subscription Fees

In 2001, we commenced the process of changing the structure of
the Worldbid web sites from a free service to a fee-paying subscription
membership structure. We are currently selling membership subscriptions for the
parent

9

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site for $599 per annum to new subscribers. The membership fee
is payable in monthly, quarterly, or annual installments. The sub-sites vary in
their membership subscription fees. We have determined to stop our previous
practice of offering free trial periods to prospective new members. We do not
require those original members who signed up prior to our implementation of
subscription fees to pay subscription membership fees. Accordingly, we only earn
subscription membership fees from new members. Although there are no assurances,
we may in the future determine to impose the payment of a subscription
membership fee on our original members as a condition of their continued use of
the Worldbid web sites.

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

Revenues from sales of membership subscriptions currently
account for in excess of approximately 65% of our revenues.

Up-front Fees from Partnership Arrangements

The Worldbid.com partners program was developed in order to
increase and enhance multi-industry trade around the world. The Worldbid Network
consists of regional partners (such as WorldbidArgentina.com) and
category-specific industry Partners (such as WorldbidFashion.com). The network
provides broad international reach to companies of all sizes around the world.
It facilitates 24-hour access to local, national, and international markets
linking various trade sectors in 100 countries around the world. Each site
creates its own regional or industry trade market while driving its trade leads
to each Worldbid.com site. In this way, the partnerships work to the mutual
benefit of all. Businesses that want to participate in the partners program need
to pay an up front fee .

Advertising Revenues

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

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

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

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

Revenues from sales of advertising currently accounts for 20%of
our revenues. We plan to continue to attempt to generate advertising revenues.
This area of income continues to grow and we plan to pursue additional sources
of advertising revenue.

Revenue Sharing from Partnership Arrangements

We also earn revenues through revenue sharing arrangements for
web sites that are operated pursuant to partnership or strategic alliance
arrangements. We are relying on these partners to market our Worldbid sub-

10

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

Data Mining

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

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

Revenues from our Worldbid global payment services and data
mining services were minimal during 2006.

Future Revenue Streams

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

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

MARKETING AND SALES STRATEGY

Referral Arrangements

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

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

We are presently party to the following referral
arrangements:

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

11

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|   | this agreement FITA agrees to aggressively market the
        customized site through well placed links on fita.org website, and by
        featuring the customized site in FITAs bi-weekly email newsletter.
        Worldbid shares subscription and advertising revenue that is generated
        from the customized site. The term of this agreement is one year with
        automatic renewal unless written notice is provided by either party.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|2. | We entered into an agreement with Coble International,
        a company which runs a world trade gateway located at www.importexporthelp.com.
        We have created a customized trade lead site with most of the functionality
        of Worldbid and the branding of www.importexporthelp.com. This new site
        is located at imexhelp.worldbid.com. Under this agreement, Coble International
        has agreed to market this website to its website users though a pop-under
        ad and high-visibility links throughout its website. Worldbid shares subscription
        revenue that is generated by this website. The term of this agreement
        is one year with automatic renewal unless written notice is provided by
        either party.                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|3. | We entered into a contractor agreement with Ningbo Free
        Trade Zone World E-Commercial Affairs Co. Lt. (the Contractor)
        pursuant to which we agreed to, among other things: (i) develop and operate
        a website entitled www.worldbidchina.com (the China Website);
        (ii) provide ancillary services in connection thereto including hosting,
        maintenance, providing content and artwork and programming; (iii) grant
        the Contractor an exclusive right to sell advertising for the China Website
        within certain designated areas in China and to identify itself as contractor
        for the China Website; and (iv) share revenues from the China Website
        with the Contractor. In consideration of the above, the Contractor agreed
        to provide certain marketing and promotional services in connection with
        the China Website and pay us certain license fees.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|4. | We entered into a web service agreement with Impexpo
        Business International (IBI), a company which runs a world
        trade gateway located at www.impexpobiz.com. Under this agreement, we
        agreed to assist IBI in designing and marketing a customized website at
        www.impexpobiz.worldbid.com (the IBI Website) based on worldbid.com.
        Pursuant to the terms of the agreement we agreed to co-host the IBI Website,
        pay a referral fee to IBI for all memberships sold on the site, and share
        revenues from advertising sold on the IBI Website. The agreement is for
        a term of one year with an automatic renewal each year thereafter subject
        to any written notice of termination provided by either party.                                                                                                                                                             

Online Marketing

We have minimized our on-line marketing activities during our
fiscal year ended April 30, 2006 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.

EMPLOYEES

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

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

TECHNOLOGY

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

Software

We are the owner of proprietary software that has been
developed by us and is incorporated into the Worldbid web sites. This
proprietary software includes search engine software, advertising management
software and certain web site management tools. We continue to develop
proprietary software to enhance and expand the

12

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capabilities of the Worldbid web sites in circumstances where
commercial third party software does not meet our requirements or is too
expensive. We believe that the continued development of our own proprietary
software is essential to the success of our business.

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

Operations

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

Internet Gateway

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

Security

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

INTELLECTUAL PROPERTY AND OTHER PROPRIETARY RIGHTS

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

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

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

RESEARCH AND DEVELOPMENT EXPENDITURES

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

13

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COMPETITION

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

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

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

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

GOVERNMENT REGULATION

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

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

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

14

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

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.

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

ITEM
3.               
LEGAL PROCEEDINGS.

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

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

None.

15

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PART II

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

Market Information

Our shares are currently trading on the Over-the-Counter
Bulletin Board originally under the stock symbol WBID and on the Berlin Stock
Exchange under the symbol WD2. The first day on which our shares were traded
under the stock symbol WBID was July 6, 2000. Following our one-for-twenty five
(1:25) reverse stock split effective September 19, 2005, our stock symbol on the
Over-The-Counter Bulletin Board was changed to WBDC effective September 19,
2005. The high and the low prices for our shares for each quarter of our last
two fiscal years of actual trading were:

Fiscal Quarter Ended
      High
      LowJuly 31, 2006
    $1.76
    $0.84April 30, 2006
    $1.10
    $0.23January 31, 2006
    $0.31
    $0.18October 31, 2005
    $0.21
    $0.01July 31, 2005
    $0.024
    $0.01April 30, 2005
    $0.045
    $0.013January 31, 2005
    $0.095
    $0.035October 31, 2004
    $0.16
    $0.035


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

Holders of Common Stock

As of April 30, 2006, there were 98 registered shareholders of
our common stock.

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

Since the last fiscal year ended April 30, 2005, we completed
the sales of the following securities that were not registered pursuant to the
Securities Act of 1933 (the Securities Act):

On July 31, 2006, we closed an offering of 10% convertible notes
  for proceeds of $190,000. The 10% Convertible Notes were issued on August 11,
  2006 to 14 subscribers pursuant to Regulation S of the Securities The convertible
  notes are due on April 30, 2008 and bear interest at a rate of 10% per annum.
  The notes are convertible at the option of the noteholder into shares of our
  common stock at a price equal to the lesser of $0.20 or 75% of the average trading
  price of our common stock for the 10 days preceding the date of conversion.

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

We currently earn revenue from the following sources:

| | 1. | Sales of membership subscriptions to businesses using our
      Worldbid web sites;                                                                                   
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                       
| | 2. | Up-front fees for partnership arrangements where we are
      paid for our web site development services;                                                             
| |    |                                                                                                                                                                       
| | 3. | Sales of advertising placed on our Worldbid web sites and
      on e-mail trade notifications that are transmitted via the Worldbid web
      sites to businesses; and
| |    |                                                                                                                                                                       
| | 4. | Revenue sharing arrangements for web sites that are
      operated pursuant to partnership or strategic alliance
  arrangements.                                      

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

We are continuing to negotiate the proposed acquisition of
Royalite. If we complete the transaction with Royalite, of which there is no
assurance, we intend to pursue the business of Royalite and spin-off the
business presently conducted by our subsidiary Worldbid Canada Corporation to
our shareholders. Our operating expenses continue to exceed our revenues.
Accordingly, our ability to continue our business operations is subject to our
achieving additional financing. See the discussion below under Liquidity and
Financial Condition.

RESULTS OF OPERATIONS

|Summary of Year End Results |                     |            |                      
|--------------------------- | ------------------- | ---------- | ---------------------
|                            | Year Ended April 30
|                            | 2006                | 2005       | Percentage           
|                            |                     |            | Increase / (Decrease)
|Revenue                     | $332,673            | $370,309   | (10.2)%              
|Expenses                    | (446,987)           | (483,749)  | (7.6)%               
|Net Loss                    | $(114,314)          | $(113,440) | 0.8%                 

17

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Revenues

We had revenues of $332,673 for the year ended April 30, 2006,
compared to $370,309 for the year ended April 30, 2005, representing a decrease
of $37,636 or 10.2% . Our revenues from sales of membership subscriptions to our
Worldbid web sites and partnership fees for the year ended April 30, 2006
decreased to $217,963, representing 65.5% of our total revenues, compared to
$268,640 for the year ended April 30, 2005, representing 73% of revenues.
Revenues in connection with partnership arrangements are equal to approximately
12.9% of total revenues and are comprised primarily of up-front fees paid by our
partners for web site development services, with the balance being comprised of
our proportionate share of web site membership subscription sales through the
partnership arrangement. Our revenues from advertising sales increased to
$66,599 for the year ended April 30, 2006 from $10,248 for the year ended April
30, 2005.

Our revenues from membership subscriptions and partnership fees
reflect our decision to pursue revenues from subscriptions to our Worldbid web
sites as our primary source of revenue. See Overview above. We anticipate that
revenue from membership subscriptions will continue to increase if we are
successful in attracting new users to the Worldbid web sites who are prepared to
pay a subscription fee and in convincing current users of the Worldbid web sites
to become paying subscribers. We anticipate that revenue from advertisements may
increase during our current fiscal year; however, we believe that these revenues
will constitute less than 20% of our revenues notwithstanding any overall
increase. Revenues from our Worldbid global payment services and data mining
services were minimal during 2006.

Our revenues derived from partnership arrangements increased in
2006 to $60,719 compared to $28,333 in 2005 and are likely to increase further
in 2007 due to our increased efforts to pursue partnerships in Asia.

Operating Expenses

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

|                                             |                          
|-------------------------------------------- | -------------------------
|                                             | Year
      Ended April 30
|                                             |                          
|                                             | 2006                     
|Selling, general and administrative expenses | $422,071                 
|Interest Expense                             | 24,512                   
|Depreciation and amortization                | 404                      
|Amortization of debt discount                | -                        
|Total Expenses                               | $446,987                 

The decrease in our expenses and selling, general and
administrative expenses from $483,749 to $446,987 was primarily due to the
reduction in our amortization expenses from $16,595 for the year ended April 30,
2005 to $404 during the comparative period in 2006 because our intangible assets
consisting of our website, mailing list and domain names were fully amortized in
the year ended April 30, 2005.

Our expenses decreased to $446,987 for the year ended April 30,
2006. This decrease reflects scaling back of our selling and marketing expenses
due to our limited working capital. We expect that our selling, general and
administration expenses may increase substantially if we are able to achieve the
necessary financing to enable us to implement our expansion strategy in
accordance with our business plan. We anticipate that our operating expenses
will be maintained at the current level if we are able to maintain our current
revenues without receiving any additional financing.

We expect selling expenses to increase if we are able to
achieve additional financing as we plan to increase selling and marketing
expenditures to develop and promote our regional and vertical partner sites, and
we plan to implement marketing programs to promote Worldbid and our subscription
fee based services.

18

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Our interest expense increased to $24,512 for the year ended
April 30, 2006, compared to $19,938 for the year ended April 30, 2005,
representing an increase of $4,574 or 22.9% . The interest expense was incurred
pursuant to loans that have been advanced to enable us to maintain our business
operations and pursuant to convertible notes that we have issued as payment of
accrued liabilities. The increase to our interest expense was primarily
attributable to increased interest payable on our credit card facility.

During the year ended April 30, 2006, we did not incur any
amortization of debt discount expense compared to $4,604 of such expenses for
the year ended April 30, 2005, representing a decrease of $4,604. This expense
has no impact on our cash flow.

Stock Based Compensation Expenses

We decreased our reliance on stock based compensation in order
to fund our operations during 2005. There was no stock based compensation
expense included in selling, general and administrative expenses for the year
ended April 30, 2006, compared to $45,811 for the year ended April 30, 2005. We
did not issue any options during the year ended April 30, 2006 and during the
fiscal year all of our outstanding options expired. During the year ended April
30, 2006 all of our outstanding share purchase warrants expired and as of the
fiscal year end we have no outstanding share purchase warrants.

Effective December 15, 2005, we adopted the fair value method
of accounting for stock based compensation. In accordance with FASB No. 123,
Share Based Payment, on a prospective basis. Prior to December 15, 2005, we
accounted for stock based employee and director compensation in accordance with
the provisions of Accounting Principles Board (APB) Opinion No. 25 
Accounting for Stock Issued to Employees, and related interpretations.

Net Loss

We recorded a net loss of $114,314 for the year ended April 30,
2006, compared to a loss of $113,440 for the year ended April 30, 2005
representing a decrease of $874. Net cash from operating activities in fiscal
2006 increased to $5,667 as compared to $685 in fiscal 2005.

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

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

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

19

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LIQUIDITY AND CAPITAL RESOURCES

|Cash Flows                                |                     |          
|----------------------------------------- | ------------------- | ---------
|                                          | Year Ended April 30
|                                          | 2006                | 2005     
|Net Cash provided by Operating Activities | $5,667              | $685     
|Net Cash used in Investing Activities     | (1,315)             | (2,867)  
|Effect of Exchange Rate Changes on Cash   | (8,109)             | (10,754) 
|Net Increase (Decrease) in Cash           | $(3,757)            | ($12,936)

|Working Capital                   |                         |                         |             
|--------------------------------- | ----------------------- | ----------------------- | ------------
|                                  |                         |                         | Percentage  
|                                  | At
      April 30, 2006 | At
      April 30, 2005 | Inc./ (Dec.)
|Current Assets                    | $80,614                 | $84,277                 | (4.3)%      
|Current Liabilities               | (454,203)               | (334,682)               | 33.7%       
|Working Capital Surplus (Deficit) | $(373,589)              | ($250,405)              | 49.2%       

We had cash on hand of $74,925 as at April 30, 2006, compared
to cash on hand of $78,682 as at April 30, 2005. We had a working capital
deficit of $373,589 as at April 30, 2006, compared to a working capital deficit
of $250,405 as at April 30, 2005.

We have historically been dependent on sales of our equity
securities, secured convertible notes and loans from certain of our shareholders
to finance our business operations. We did not achieve any sales of our common
stock or other equity securities for cash proceeds during the year ended April
30, 2006. There is no assurance that we will be able to complete further sales
of our equity securities, secured convertible notes or obtain further loans in
order to finance our business operations.

We have also financed our business operations using loans
advanced by Logan Anderson, our Chief Executive Officer and one of our
directors, and by one of our former principal shareholders. The total amount of
shareholders loans payable by us to Mr. Anderson and the shareholder was $21,680
as of April 30, 2006. There is no assurance that either Mr. Anderson or any
other shareholder will advance further funds to us in order to finance our
business operations.

Our monthly selling, general and administrative expenses are
approximately $35,000 to $37,000 per month. Our current revenues are
approximately $28,000 per month. Accordingly, we are still dependent on
additional financing to maintain our business operations. We will continue to
attempt to maintain our reduced level of operating costs while maintaining
revenues in order to reduce our financing requirements. We will require
additional financing in order to repay our outstanding liabilities, as reflected
in our working capital deficit. Failure to repay our creditors or make
satisfactory arrangements to repay our creditors may impact our ability to
continue operations.

10% Convertible Notes

On July 31, 2006, we closed an offering of 10% convertible
notes for proceeds of $190,000. The 10% Convertible Notes were issued on August
11, 2006 to 14 subscribers pursuant to Regulation S of the Securities The
convertible notes are due on April 30, 2008 and bear interest at a rate of 10%
per annum. The notes are convertible at the option of the noteholder into shares
of our common stock at a price equal to the lesser of $0.20 or 75% of the
average trading price of our common stock for the 10 days preceding the date of
conversion.

20

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Credit Card Facility

We have two credit card facility which require an aggregate
security deposit of $30,960. We have deposited as security for the credit
facilities the $30,960. We have credit card charge-backs representing amounts
that are billed by and paid by credit card where the owner of the credit card
claims that the credit card was used without their authorization. In the event
of a credit card charge-back, we are required to reimburse the funds advanced to
us by the credit card company.

15% Guaranteed Convertible Notes

In 2002, our board of directors approved an offering of secured
convertible notes and share purchase warrants in order enable us to raise the
funds required for us to sustain our business operations. The offering consisted
of the offering of up to 1,500 units. Each unit consisted of one $1,000, 15%
guaranteed convertible note and 20,000 Series X share purchase warrants (the
Series X Share Purchase Warrants). The offering was made pursuant to
Regulation S of the Securities Act of 1933. The convertible notes were due on
September 30, 2004 and bore interest at a rate of 15% per annum payable
annually. During the year ended April 30, 2006, we issued 160 shares of our
common stock for interest due on the convertible notes amounting to $150, and we
issued 6,400 shares of our common stock on conversion of convertible notes
totalling $4,000. These notes were converted prior to April 30, 2005.

Future Financing

We are presently pursuing additional financing. On June 19,
2006, we approved a private placement of up to 4,000,000 units at a price of
$0.75 US per unit, to raise gross proceeds of $3,000,000. We may pay a
commission of up to 10% of the purchase price of the units subject to applicable
securities requirements, and may issue warrants to eligible brokers or finders
of up to 10% the number of units sold in the offering at a price of $0.85 per
share. We anticipate that any additional financing would be through sales of
secured convertible notes and share purchase warrants, as discussed below, sales
of our common stock or through loans from our shareholders. However, we do not
have any commitments in place for the sale of any of our securities and there is
no assurance that we will be able to raise the additional capital that we
require to continue operations.

We anticipate continuing to rely on equity sales of our common
shares in order to continue to fund our business operations. Issuances of
additional shares will result in dilution to our existing shareholders. There is
no assurance that we will achieve any of additional sales of our equity
securities or arrange for debt or other financing for to fund our planned
mining, development and exploration activities.

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.

21

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Revenue Recognition

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

Subscriptions received in advance for access to our website
services are recognized as income over the period of the subscription.

Foreign Currency

These financial statements have been presented in U.S. dollars.
The functional currency of the operations of our wholly-owned Canadian operating
subsidiary is the Canadian dollar. Assets and liabilities measured in Canadian
dollars are translated into United States dollars using exchange rates in effect
at the consolidated balance sheets date with revenue and expense transactions
translated using average exchange rates prevailing during the period. Exchange
gains and losses arising on this translation are excluded from the determination
of operating income and reported as foreign currency translation adjustment and
included in other comprehensive income (loss).

Stock Based Compensation

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

Effective December 15, 2005, we adopted the fair value method
of accounting for stock based compensation. In accordance with FASB No. 123,
Share Based Payment, on a prospective basis. Prior to December 15, 2005, we
accounted for stock based employee and director compensation in accordance with
the provisions of Accounting Principles Board (APB) Opinion No. 25 
Accounting for Stock Issued to Employees, and related interpretations.

Financial Instruments and Concentration of Risk

Financial instruments that potentially subject us to
concentrations of credit risk consist primarily of cash, accounts receivable,
other receivables, accounts payable and accrued liabilities, and notes payable.
At April 30, 2006 and 2005, the fair market value of these instruments
approximated their financial statement carrying amount due to the short-term
maturity of these instruments.

Amounts owing to related parties are stated at their exchange
values which approximates fair value due to their short-term maturity and/or
their market rates of interest.

Recent Accounting Pronouncements

In December 2004, the Financial Accounting Standards Board
(FASB) issued SFAS No. 153, Exchanges of Nonmonetary Assets  An Amendment of
APB Opinion No. 29. The guidance in APB Opinion No. 29, Accounting for
Nonmonetary Transactions, is based on the principle that exchanges of
nonmonetary assets should be measured based on the fair value of the assets
exchanged. The guidance in that Opinion, however, included certain exceptions to
that principle. SFAS No. 153 amends APB Opinion No. 29 to eliminate the
exception for nonmonetary exchanges of similar productive assets and replaces it
with a general exception for exchanges of nonmonetary assets that do not have
commercial substance. A nonmonetary exchange has commercial substance if the
future cash flows of the entity are expected to

22

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change significantly as a result of the exchange. The
provisions of SFAS No. 153 are effective for nonmonetary asset exchanges
occurring in fiscal periods beginning after June 15, 2005. Early application is
permitted and companies must apply the standard prospectively. The adoption of
this standard is not expected to have a material effect on our results of
operations or financial position.

In December 2004, the FASB issued SFAS No. 123R, Share Based
Payment. SFAS 123R is a revision of SFAS No. 123 Accounting for Stock-Based
Compensation, and supersedes APB Opinion No. 25, Accounting for Stock Issued
to Employees and its related implementation guidance. SFAS No. 123R will
require companies to measure all employee stock based compensation awards using
a fair value method and record such expense in their consolidated financial
statements. In addition, the adoption of SFAS No. 123R requires additional
accounting and disclosure related to the income tax and cash flow effects
resulting from share based payment arrangements. We adopted SFAS No. 123R on a
prospective basis on February 1, 2006. No stock options have been issued since
that date.

RISKS AND UNCERTAINTIES

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

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

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

We acquired our current business and our worldbid.com web site
in February 1999 and we did not commence earning revenues until August, 1999.
Our revenues for the years ended April 30, 2006 and April 30, 2005 totaled
$332,673 and $370,309 respectively. As we are still in the development stage,
our business and prospects must be considered in light of the risks, expenses
and difficulties frequently encountered by companies in their early stage of
development, particularly companies in new and rapidly evolving markets such as
electronic commerce. To address these risks, we must successfully implement our
business plan and marketing strategies in order for us to earn significant
revenues. We may not successfully implement all or any of our business
strategies or successfully address the risks and uncertainties that we
encounter. If we do not generate additional revenues from our business as
planned, then our financial condition and operating results will suffer.

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

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

23

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

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

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

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

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

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

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

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

|A. | our ability to increase usage of the Worldbid Web
      Sites;                                                                                                                  
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                 
|B. | our ability to generate revenue through the sale of
      membership subscriptions for the Worldbid Web Sites;                                                                  
|   |                                                                                                                                                                                 
|C. | our ability to sell advertising on the Worldbid web sites
      and the timing, cost and availability of advertising on web sites
      comparable to ours and over other media;
|   |                                                                                                                                                                                 
|D. | The success of our strategic alliances in generating
      revenues for our Worldbid Web Sites;                                                                                 
|   |                                                                                                                                                                                 
|E. | The amount and timing of costs relating to expansion of
      our operations;                                                                                                   
|   |                                                                                                                                                                                 
|F. | The announcement or introduction of competing web sites
      and products of competitors;                                                                                      

24

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|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 web sites.

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

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

As of April 30, 2006, our accumulated deficit was $8,269,696.
We sustained a $114,314 net loss for the year ended April 30, 2006. We expect to
incur operating losses for the foreseeable future. We may never generate
operating profits or, even if we do become profitable from operations at some
point, we may be unable to sustain that profitability. We will not be able to
achieve operating profits until we generate substantial revenues from our
business operations. Our business model is not proven and there is no assurance
that we will be able to generate the revenues that we plan to from our sales of
subscription memberships, sales of data information, advertising and other
sources. If we do not realize significant revenues from our business operations,
then our operating expenses will continue to exceed our revenues and we will not
achieve profitability.

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

We depend on the services of our senior management and key
technical personnel. In particular, our success depends on the continued efforts
of our chief operating officer, Paul Wagorn, and our president and chief
executive 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.

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

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

We May Be Unable To Protect Our Intellectual
Property.

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

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

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

25

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

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

We may conduct further offerings in the future in which case
your shareholdings will be diluted.

Since our inception, we have relied on such equity 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 lower. This condition is often referred
to as "dilution. The result of this could reduce the value of your stock.

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.                                                                              

26

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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.

27

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ITEM
7.               
FINANCIAL STATEMENTS.

|Index to Financial Statements:                                      | Page                                                                                                                                                             
|------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                    |                                                                                                                                                                  
|Audited financial statements
      as of April 30, 2006, including: |                                                                                                                                                                  
|                                                                    |                                                                                                                                                                  
|1.                                                                  | Report
      of Independent Registered Public Accounting Firm;                                                                                                   
|                                                                    |                                                                                                                                                                  
|2.                                                                  | Consolidated
      Balance Sheets as of April 30, 2006 and 2005;                                                                                                 
|                                                                    |                                                                                                                                                                  
|3.                                                                  | Consolidated
      Statements of Operations for the years ended April 30, 2006 and 2005 and
      the period from inception on August 10, 1998 to April 30, 2006;
|                                                                    |                                                                                                                                                                  
|4.                                                                  | Consolidated
      Statements of Cash Flows for the years ended April, 2006 and 2005 and the
      period from inception on August 10, 1998 to April 30, 2006;   
|                                                                    |                                                                                                                                                                  
|5.                                                                  | Consolidated
      Statements of Changes in Stockholders Equity for the period from
      inception on August 10, 1998 through April 30, 2006; and              
|                                                                    |                                                                                                                                                                  
|6.                                                                  | Notes
      to the Financial Statements.                                                                                                                         

28

---

WORLDBID CORPORATION

CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2006 AND 2005(Stated in U.S. Dollars)



F-1

---

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To the Stockholders and the Board of Directors of 
  Worldbid Corporation

We have audited the accompanying consolidated balance sheets
  of Worldbid Corporation as at April 30, 2006 and 2005, and the related consolidated
  statements of operations, comprehensive loss, cash flows, and stockholders
  deficit for the two years period ended April 30, 2006 and 2005. These consolidated
  financial statements are the responsibility of the Company's management. Our
  responsibility is to express an opinion on these consolidated financial statements
  based on our audits.

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

In our opinion, these consolidated financial statements referred
  to above present fairly, in all material respects, the financial position of
  the Company as at April 30, 2006 and 2005, and the results of its operations
  and its cash flows for the two years period ended April 30, 2006 and 2005, in
  conformity with United States generally accepted accounting principles.

The Company is not required to have, nor were we engaged to perform,
  an audit of its internal control over financial reporting. Our audits 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.

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

|Vancouver, Canada                                                        | /s/ Morgan & Company 
|------------------------------------------------------------------------ | ---------------------
|July 18, 2006, except for Note 10(b) which is as of July 31,
      2006. | Chartered Accountants

F-2

---

WORLDBID CORPORATION

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

|                                                                      |   | APRIL 30   |  
|--------------------------------------------------------------------- | - | ---------- | -
|                                                                      |   | 2006       |  
|                                                                      |   |            |  
|ASSETS                                                                |   |            |  
|Current                                                               |   |            |  
|Cash and cash equivalents                                             | $ | 74,925     |  
|Trade accounts receivable, less
      allowance for doubtful accounts |   |            |  
|of $Nil (2004 - $Nil)                                                 |   | 785        |  
|Receivables, other                                                    |   | 4,904      |  
|                                                                      |   | 80,614     |  
|Security Deposits                                                     |   | 30,960     |  
|Equipment(Note 2)                                                     |   | 1,213      |  
|Intangible Assets(Note 3)                                             |   | -          |  
|                                                                      |   |            |  
|                                                                      | $ | 112,787    |  
|                                                                      |   |            |  
|LIABILITIES                                                           |   |            |  
|Current                                                               |   |            |  
|Accounts payable and accrued liabilities
      (Note 4)               | $ | 380,072    |  
|Due to related parties
      (Note 4)                                 |   | 21,680     |  
|Deferred income                                                       |   | 32,451     |  
|Notes payable (Note
      5)                                          |   | 20,000     |  
|                                                                      |   | 454,203    |  
|                                                                      |   |            |  
|STOCKHOLDERS DEFICIENCY                                              |   |            |  
|                                                                      |   |            |  
|Capital Stock(Notes 6 and 7)                                          |   |            |  
|Authorized:                                                           |   |            |  
|500,000,000
      common shares, par value $0.001                     |   |            |  
|(April 30, 2005  20,000,000
      common shares, par value           |   |            |  
|$0.001)                                                               |   |            |  
|100,000,000 preferred shares, par value $0.001                        |   |            |  
|                                                                      |   |            |  
|Issued:                                                               |   |            |  
|5,054,408 common shares (April 30, 2005  5,047,848)                  |   | 5,054      |  
|                                                                      |   |            |  
|Additional Paid-In Capital                                            |   | 7,931,968  |  
|Contributed Surplus                                                   |   | 38,200     |  
|Deficit                                                               |   | (8,269,696 | )
|Accumulated Other Comprehensive Income (Loss)                         |   | (46,942    | )
|                                                                      |   | (341,416   | )
|                                                                      |   |            |  
|                                                                      | $ | 112,787    |  
|                                                                      |   |            |  
|Contingency(Note 8)                                                   |   |            |  

See accompanying notes to the consolidated financial statements

F-3

---

WORLDBID CORPORATION

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

|                                                   |   | YEARS ENDED APRIL 30 |  
|-------------------------------------------------- | - | -------------------- | -
|                                                   |   | 2006                 |  
|                                                   |   |                      |  
|Revenues                                           | $ | 332,673              |  
|                                                   |   |                      |  
|Expenses                                           |   |                      |  
|Selling, general and administrative
      expenses |   | 422,071              |  
|Depreciation and
      amortization                |   | 404                  |  
|                                                   |   | 422,475              |  
|                                                   |   |                      |  
|Loss Before The Following                          |   | (89,802              | )
|                                                   |   |                      |  
|Amortization Of Debt Discount                      |   | -                    |  
|Interest expense                                   |   | (24,512              | )
|                                                   |   |                      |  
|Net Loss                                           | $ | (114,314             | )
|                                                   |   |                      |  
|Loss Per Share, basic and diluted                  | $ | (0.02                | )
|                                                   |   |                      |  
|Weighted Average Number Of Common Shares           |   |                      |  
|Outstanding, basic and
      diluted               |   | 5,052,107            |  

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

|                                        |   | YEARS ENDED APRIL 30 |  
|--------------------------------------- | - | -------------------- | -
|                                        |   | 2006                 |  
|                                        |   |                      |  
|Net Loss                                | $ | (114,214             | )
|                                        |   |                      |  
|Other Comprehensive Loss                |   |                      |  
|Foreign currency translation adjustment |   | (8,109               | )
|                                        |   |                      |  
|Comprehensive
      Loss                | $ | (122,323             | )

See accompanying notes to the consolidated financial statements
  
  F-4

---

WORLDBID CORPORATION

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

|                                                      |   | YEARS ENDED APRIL 30 |  
|----------------------------------------------------- | - | -------------------- | -
|                                                      |   | 2006                 |  
|                                                      |   |                      |  
|                                                      |   |                      |  
|Cash Flows From Operating Activities                  |   |                      |  
|Net loss                                              | $ | (114,314             | )
|                                                      |   |                      |  
|Adjustments To Reconcile Net Loss to Net Cash Used By |   |                      |  
|Operating Activities                                  |   |                      |  
|Amortization
      of debt discount                   |   | -                    |  
|Amortization and depreciation                         |   | 404                  |  
|Stock
      based compensation                        |   | -                    |  
|Accounts receivable                                   |   | 1,199                |  
|Receivables,
      other                              |   | (1,293               | )
|Accounts payable and accrued expenses                 |   | 105,505              |  
|Deferred
      income                                 |   | 14,166               |  
|Net Cash From Operating Activities                    |   | 5,667                |  
|                                                      |   |                      |  
|Cash Flows From Investing Activities                  |   |                      |  
|Acquisition of equipment                              |   | -                    |  
|Security deposits                                     |   | (1,315               | )
|                                                      |   | (1,315               | )
|                                                      |   |                      |  
|Effect Of Exchange Rate Changes On Cash               |   | (8,109               | )
|                                                      |   |                      |  
|Net Increase In Cash And Cash Equivalents             |   | (3,757               | )
|                                                      |   |                      |  
|Cash And Cash Equivalents, Beginning Of Year          |   | 78,682               |  
|                                                      |   |                      |  
|Cash And Cash
      Equivalents, End Of Year          | $ | 74,925               |  
|                                                      |   |                      |  
|                                                      |   |                      |  
|Supplementary Cash Flow Information                   |   |                      |  
|Taxes paid                                            | $ | -                    |  
|Interest paid                                         | $ | -                    |  

See accompanying notes to the consolidated financial statements

F-5

---

WORLDBID CORPORATION

CONSOLIDATED STATEMENT OF STOCKHOLDERS DEFICIT

APRIL 30, 2006(Stated in U.S. Dollars)

ACCUMULATEDADDITIONAL
      
      
      
      
      
      OTHER
      
      
      DEFERRED
      
      
      
      
      
      TOTALCOMMON
        STOCK
      
      
      PAID-IN
      
      
      ACCUMULATED
      
      
      COMPREHENSIVE
      
      
      STOCK
      
      
      CONTRIBUTED
      
      
      **STOCKHOLDERS**SHARES
      
      
      AMOUNT
      
      
      CAPITAL
      
      
      DEFICIT
      
      
      LOSS
      
      
      COMPENSATION
      
      
      SURPLUS
      
      
      DEFICITBalance, April 30, 2004
      
      5,043,837
      
      
      5,043
      
      
      7,924,219
      
      
      (8,041,942
      )
      
      (28,079
      )
      
      (45,811
      )
      
      38,200
      
      
      (148,370
      )Common shares issued forinterest payable
      
      4,011
      
      
      4
      
      
      3,606
      
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      3,610Shares to be issued(Note 6)
      
      -
      
      
      -
      
      
      4,000
      
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      4,000Stock - basedcompensation
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      45,811
      
      
      -
      
      
      45,811Foreign exchangetranslation adjustment
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      (10,754
      )
      
      -
      
      
      -
      
      
      (10,754
      )Net loss
      
      -
      
      
      -
      
      
      -
      
      
      (113,440
      )
      
      -
      
      
      -
      
      
      -
      
      
      (113,440
      )Balance, April 30, 2005
      
      5,047,848
      
      $
      5,047
      
      $
      7,931,825
      
      $
      (8,155,382
      )
      $
      (38,833
      )
      
      -
      
      $
      38,200
      
      $
      (219,143
      )Common shares issued forconvertible debt (Note 6)
      
      6,400
      
      
      6
      
      
      (6
      )
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      -Common shares issued forinterest payable
      
      160
      
      
      1
      
      
      149
      
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      150Foreign exchangetranslation adjustment
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      (8,109
      )
      
      -
      
      
      -
      
      
      (8,109
      )Net loss
      
      -
      
      
      -
      
      
      -
      
      
      (114,314
      )
      
      -
      
      
      -
      
      
      -
      
      
      (114,314
      )Balance, April 30, 2006
      
      5,054,408
      
      $
      5,054
      
      $
      7,931,968
      
      $
      (8,269,696
      )
      $
      (46,942
      )
      
      -
      
      $
      38,200
      
      $
      (341,416
      )


See accompanying notes to the consolidated financial statements

F-6

---

WORLDBID CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2006 AND 2005(Stated in U.S. Dollars)

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

F-7

---

WORLDBID CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2006 AND 2005(Stated in U.S. Dollars)

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

F-8

---

WORLDBID CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2006 AND 2005(Stated in U.S. Dollars)

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

F-9

---

WORLDBID CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2006 AND 2005(Stated in U.S. Dollars)

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

F-10

---

WORLDBID CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2006 AND 2005(Stated in U.S. Dollars)

|1. | BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES(Continued)
|-- | -------------------------------------------------------
|   |                                                        
|   | n)                                                     
|   |                                                        
|   |                                                        
|   |                                                        
|2. | EQUIPMENT                                              

| |                                 |   | 2006     |   |   | 2005     |  
| | ------------------------------- | - | -------- | - | - | -------- | -
| |                                 |   |          |   |   |          |  
| | Computer equipment and software | $ | 158,093  |   | $ | 158,093  |  
| | Office equipment                |   | 7,752    |   |   | 7,752    |  
| |                                 |   | 165,847  |   |   | 165,847  |  
| | Less: Accumulated depreciation  |   | (164,634 | ) |   | (164,230 | )
| |                                 |   |          |   |   |          |  
| |                                 | $ | 1,213    |   | $ | 1,617    |  

|3. | INTANGIBLE ASSETS                          
|-- | -------------------------------------------
|   |                                            
|   | Intangible assets consist of the following:

| |                          |   | 2006     |   |   | 2005     |  
| | ------------------------ | - | -------- | - | - | -------- | -
| |                          |   |          |   |   |          |  
| | Website                  | $ | 151,898  |   | $ | 151,898  |  
| | Mailing list             |   | 50,514   |   |   | 50,514   |  
| | Domain names             |   | 23,532   |   |   | 23,532   |  
| |                          |   | 225,944  |   |   | 225,944  |  
| | Accumulated amortization |   | (225,944 | ) |   | (225,944 | )
| |                          |   |          |   |   |          |  
| |                          | $ | -        |   | $ | -        |  

F-11

---

WORLDBID CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2006 AND 2005(Stated in U.S. Dollars)

|4. | DUE TO RELATED PARTIES                                                                                                                                                                                                                                
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                       
|   | (a)                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                       
|   | (b)                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                       
|5. | NOTES PAYABLE                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                       
|   | The notes are due upon demand, bear interest
        at 15% per annum, payable annually, and are secured by a general security
        agreement over the assets of Worldbid Canada Corporation and by the subordination
        of intercompany debt.
|   |                                                                                                                                                                                                                                                       
|6. | CAPITAL STOCK                                                                                                                                                                                                                                         

| | a) | Common And Preferred Stock                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |    | On January 6, 2006, the Company completed a reverse
        stock split of its authorized and issued common stock on the basis of
        one new common share for 25 old common shares. All share amounts have
        been retroactively adjusted for all periods presented.                                                                                                                                                                                                           
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |    | On December 9, 2005, the Company increased authorized
        share capital of the Company from 120,000,000 shares, comprised of 20,000,000
        shares of common stock, par value $0.001 per share, and 100,000,000 shares
        of preferred stock, par value $0.001 per share, to 600,000,000 shares,
        comprised 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.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |    | During the year ended April 30, 2005, the Company issued
        4,011 shares of common stock for interest due on the convertible notes
        amounting to $3,610.                                                                                                                                                                                                                                                                                                                     
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |    | During the year ended April 30, 2006, the Company issued
        160 shares of common stock for interest due on the convertible notes amounting
        to $150 and issued 6,400 shares of common stock for convertible debt totaling
        $4,000. As a April 30, 2005, the company had a commitment to issue the
        stock, but the common stock was not issued until September 6, 2005.                                                                                         

F-12

---

WORLDBID CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2006 AND 2005(Stated in U.S. Dollars)

|6. | CAPITAL STOCK(Continued)
|-- | ------------------------
|   |                         
|   | b)                      
|   |                         
|   |                         
|   |                         
|   |                         
|   |                         
|   |                         

|7. | STOCK OPTION PLAN                                                                                                                                                                                                                                                                                                                   
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                     
|   | On January 2, 2004, the Company adopted the 2004 Stock
        Incentive Plan (the Plan) pursuant to which the Companys
        Board of Directors may grant stock options to officers, key employees
        and consultants. The Plan authorizes grants of options to purchase up
        to 12,500,000 shares of common stock.
|   |                                                                                                                                                                                                                                                                                                                                     
|   | Option activity during 2006 and 2005 was as follows:                                                                                                                                                                                                                                                                                

| |                                            |  |          |   |   |          |  |  | WEIGHTED    | 
| | ------------------------------------------ |  | -------- | - | - | -------- |  |  | ----------- | 
| |                                            |  |          |   |   |          |  |  | AVERAGE     | 
| |                                            |  |          |   |   |          |  |  | REMAINING   | 
| |                                            |  | NUMBER   |   |   |          |  |  | CONTRACTUAL | 
| |                                            |  | OF       |   |   | EXERCISE |  |  | LIFE        | 
| |                                            |  | OPTIONS  |   |   | PRICE    |  |  | (YEARS)     | 
| |                                            |  |          |   |   |          |  |  |             | 
| | Balance, April 30, 2004 and April 30, 2005 |  | 406,000  |   | $ | 2.00     |  |  | 0.75        | 
| |                                            |  |          |   |   |          |  |  |             | 
| | Expired                                    |  | (406,000 | ) |   | 2.00     |  |  | -           | 
| |                                            |  |          |   |   |          |  |  |             | 
| | Balance, April 30, 2006                    |  | -        |   | $ | -        |  |  | -           | 

|8. | CONTINGENCY                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | The Company is defendant in a suit that seeks the return
        of certain funds invested in the Company, plus damages and costs. Specifically,
        the Bank of Montreal (the Bank) has claimed for the return
        of certain monies invested in the Company from funds they claim were misappropriated
        from the Bank. The Company has filed a statement of defense denying any
        liability on the basis that no misappropriated funds were received by
        it. Management and legal counsel for the Company are of the opinion that
        the Banks claim is without merit.

F-13

---

WORLDBID CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2006 AND 2005(Stated in U.S. Dollars)

|9. | INCOME TAXES                                                                                                                                                                 
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                              
|   | Income taxes for the years ended April 30 differ from
        the amounts that would result from applying the federal statutory rate
        of approximately 37% as follows:

| |                                                             |   | 2006    |   |   | 2005    |  
| | ----------------------------------------------------------- | - | ------- | - | - | ------- | -
| |                                                             |   |         |   |   |         |  
| | Expected tax expense (recovery)                             | $ | (42,000 | ) | $ | (42,000 | )
| | Non-deductible items                                        |   | -       |   |   | 19,000  |  
| | Change in valuation allowance for deferred
      tax assets |   | 42,000  |   |   | 23,000  |  
| |                                                             |   |         |   |   |         |  
| | Actual income tax expense (recovery)                        | $ | -       |   | $ | -       |  

At April 30, 2006, the Company has cumulative
  operating loss carryforwards for income tax purposes of approximately $7,482,000
  which will expire in various amounts beginning in 2008 if not utilized. The
  utilization of $1,200,000 of the operating loss carryforwards may also be limited
  due to the provisions of Section 382 of the Internal Revenue Code relating to
  changes in ownership.

Due to the uncertainty regarding the
  utilization of operating loss carryforwards, no tax benefit for losses has been
  recorded by the Company in 2006 and 2005, and a valuation allowance has been
  recorded for the entire amount of the deferred tax asset.

Specific temporary differences that give
  rise to significant components of deferred tax assets (liabilities) as of April
  30 are as follows:

| |                                              |   | 2006       |   |   | 2005       |  
| | -------------------------------------------- | - | ---------- | - | - | ---------- | -
| |                                              |   |            |   |   |            |  
| | Operating loss carryforwards                 | $ | 2,410,000  |   | $ | 2,368,000  |  
| |                                              |   |            |   |   |            |  
| | Losses acquired on acquisition of subsidiary |   | 464,000    |   |   | 464,000    |  
| | Other                                        |   | (35,000    | ) |   | (35,000    | )
| |                                              |   |            |   |   |            |  
| | Gross deferred tax asset                     |   | 2,839,000  |   |   | 2,797,000  |  
| | Valuation allowance                          |   | (2,839,000 | ) |   | (2,797,000 | )
| |                                              |   |            |   |   |            |  
| | Net deferred tax assets                      | $ | -          |   | $ | -          |  

F-14

---

WORLDBID CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2006 AND 2005(Stated in U.S. Dollars)

|10. | SUBSEQUENT EVENTS
|--- | -----------------

|(a) | On June 19, 2006, the Company approved an offering of
        up to an aggregate of 4,000,000 units at a price of $0.75 per unit, each
        unit consisting of one share of common stock and one half of one share
        purchase warrant. Each whole warrant will entitle the holder to purchase
        one additional share of common stock at a price of $0.85 per share for
        a one year period.                                                                                                               
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|(b) | On July 31, 2006, the Company closed a convertible debt
        offering for total proceeds of $190,000 of which $38,000 was in settlement
        of an amount due to a director. The amount payable of $190,000 bears interest
        at 10% per annum and is convertible into shares of common stock at a price
        of the lesser of $0.20 or 75% of the average trading price of the common
        stock of the Company for the ten days prior to the date of conversion.
        The notes mature on April 30, 2008.

F-15

---

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, 2006 that have materially affected, or
are reasonably likely to materially affect, our internal control over financial
reporting.

ITEM
8B.               
OTHER INFORMATION.

None.

29

---

PART III

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

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

|Name of Director    | Age | Position                                                        
|------------------- | --- | ----------------------------------------------------------------
|                    |     |                                                                 
|Logan Anderson      | 52  | Chief Executive Officer,
      President and Director           
|                    |     |                                                                 
|Paul Wagorn         | 37  | Chief Operating Officer and
      Director                      
|                    |     |                                                                 
|William Charles Tao | 60  | Director                                                        
|                    |     |                                                                 
|Howard Thomson      | 60  | Chief Financial Officer,
      Secretary, Treasurer and Director

Logan Anderson is our Chief Executive Officer, President
and a member of our Board of Directors. Mr. Anderson was appointed as one of our
directors and as our President on August 10, 1998. Mr. Anderson was appointed as
our Chief Executive Officer on July 31, 2001. Mr. Anderson is a graduate of
Otago University, New Zealand, with a Bachelor's Degree of Commerce in
Accounting and Economics (1977). He is an Associated Chartered Accountant (New
Zealand) and was employed by Coopers & Lybrand in New Zealand (1977-1980)
and Canada (1980-1982). From 1982 to 1992, Mr. Anderson was comptroller of
Cohart Management Group, Inc., a management service company which was
responsible for the management of a number of private and public companies. Mr.
Anderson has been principal and president of Amteck Financial Services Company,
a financial consulting service company since 1993. Mr. Anderson has been an
officer and director of a number of private and public companies in the past 12
years, including PLC Systems, Inc. and 3D-Systems Inc. Mr. Anderson is also
presently a director and officer of a number of private companies.

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

Howard Thomson is our Chief Financial Officer,
Secretary, Treasurer and a member of our Board of Directors. Mr. Thomson was
appointed as one our directors and as our Secretary and Treasurer on February
12, 1999. Mr. Thomson was appointed as our Chief Financial Officer on February
17, 2000. Mr. Thomson was employed from 1981 to 1998 in senior management
positions with the Bank of Montreal, including 5 years as Branch Manager, 4
years as Regional Marketing Manager and 5 years as Senior Private Banker. Mr.
Thomson retired from the Bank of Montreal in 1998. Mr. Thomson also presently
acts as an officer and director of Terrace Ventures Inc., public mineral
exploration company quoted on the OTC Bulletin Board.

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 1979, 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.

30

---

Committees of the Board Of Directors

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

Terms of Office

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

Audit Committee Financial Expert

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

Code of Ethics

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

Section 16(a) Beneficial Ownership Reporting
Compliance

Section 16(a) of the Exchange Act requires our executive
officers and directors, and persons who beneficially own more than ten percent
of our equity securities, to file reports of ownership and changes in ownership
with the SEC. Officers, directors and greater than ten percent shareholders are
required by the SEC regulation to furnish us with copies of all Section 16(a)
forms they file. Based on our review of the copies of such forms received by us,
we believe that during the fiscal year ended April 30, 2006 all such filing
requirements applicable to our officers and directors were complied with.

31

---

ITEM
10.               
EXECUTIVE COMPENSATION.

The following table summarizes the compensation awarded to,
earned by, or paid to our President and Chief Executive Officer and other
officers and directors who received annual compensation in excess of $100,000
(the Named Executive Officers) for each of Worldbids three most recently
completed fiscal years.

SUMMARY COMPENSATION
      TABLEANNUAL COMPENSATION
      LONG TERM COMPENSATIONName
      Title
    Year
    **Salary**
    **Bonus**
    Other
      AnnualCompen- **sation**
      AWARDS
    PAYOUTS
    All Other
      Compen- **sation****Restricted**Stock Awarded
    Options/
      **SARs(#)**
    LTIP
    **payouts($)**Logan 
        Anderson(1)
      Director and Chief Executive Officer and President
      2006 
        2005 
        2004
      $60,000 
        $60,000 $60,000
      $0 
        $0 $0
    $0 $0 $0
    0 0 0
    0 0 1,000,000
    $0 $0 $0
    $0 $0 $0Howard 
        Thomson(2)
      Director and Chief Financial Officer, Treasurer and Secretary
      2006 
        2005 
        2004
      $36,000 
        $36,000 $36,000
      $0 
        $0 $0
    $0 $0 $0
    0 0 0
    0 0 500,000
    $0 $0 $0
    $0 $0 $0Paul Wagorn(3)
      Director and Chief Operating Officer
      2006
        2005
        2004  $90,315 
        $90,315 $87,493
      $0 
        $0 $0
    $0 $0 $0
    0 0 0
    0 0 2,500,000
    $0 $0 $0
    $0 $0 $0William Charles
        Tao(4)
      Director
      2006
        2005
        2004  $0 
        N/A N/A
      $0 
        N/A N/A
    $0 N/A N/A
    0 N/A N/A
    0 N/A N/A
    $0 N/A N/A
    $0 N/A N/A


Notes:

|(1) | Mr. Anderson was appointed as one of our directors on
      August 10, 1998. Mr. Anderson was our president from to August 10, 1998 to
      April 18, 2001. Mr. Anderson was appointed our chief executive officer on
      July 31, 2001.    
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Mr. Thomson was appointed as our secretary and treasurer
      on February 12, 1999. Mr. Thomson was appointed as our chief financial
      officer on February 17, 2000. Mr. Thomson ceased to act as our secretary
      on November 6, 2001.
|(3) | Mr. Wagorn was appointed as one of our directors and as
      our chief operating officer on February 17, 2000.                                                                                                                                
|(4) | Dr. Tao was appointed as a member of our board of
      directors on July 10, 2006.                                                                                                                                                            

32

---

Stock Option Grants

There were no stock options granted to each of our executive
officers during the most recent fiscal year ended April, 2006.

Exercises of Stock Options and Year-End Option
Values

The following is a summary of the share purchase options
exercised by our named executive officers during the financial year ended April
30, 2006:

AGGREGATED OPTION/SAR EXERCISES
      DURING THE LAST FINANCIAL YEAR END AND FINANCIAL YEAR-END
      OPTION/SAR VALUESName
    Shares of Common Stock
      Acquired on Exercise
    Value Realized ($)
    Unexercised Options at Financial
      Year-End (#) exercisable / unexercisable
    Value of Unexercised In-The-Money
      Options/SARs at Financial Year-End ($) exercisable /
      
        unexercisableLogan Anderson
    Nil
    N/A
    0 / 1,000,000
    Nil / NilHoward Thomson
    Nil
    N/A
    0 / 500,000
    Nil / NilPaul Wagorn
    Nil
    N/A
    0 / 2,500,000
    Nil / NilWilliam Charles Tao
    N/A
    N/A
    0 / 0
    N/A


Outstanding Stock Options

During the fiscal year ended April 30, 2006, all of our
outstanding options expired. All options had been granted pursuant to our 2004
stock incentive plan dated January 2, 2004 that provides for the grant of
incentive stock options to purchase our common stock to our directors, officers,
employees and permitted consultants.

COMPENSATION PLANS

2000 Stock Option Plan

On January 17, 2000, our 2000 Stock Option Plan was adopted by
our board of directors. The purpose of the plan is to advance our interests and
that of our stockholders by strengthening our ability to obtain and retain the
services of employees, consultants, officers and directors that will contribute
to our long-term success. The plan is administered by the stock option
committee. The plan provides for the granting of incentive stock options and
non-qualified stock options, and other rights to acquire stock or securities
convertible into or redeemable for stock.

2004 Stock Incentive Plan

On January 2, 2004, we established our 2004 stock incentive
plan (the 2004 Stock Incentive Plan). Under the 2004 Stock Incentive Plan, we
may grant common stock to our directors, officers, employees and consultants for
up to 12,500,000 shares. The maximum term of the 2004 Stock Incentive Plan is
ten years.

33

---

Our board of directors will determine the terms and matters of
any awards under the 2004 Stock Incentive Plan including the type of awards and
the number of common shares granted. The value of the shares of common stock
used in determining the awards shall not be less than 85% of the fair market
value of our common shares on the date of the grant.

Compensation of Directors

Each of our directors is paid as a consultant to Worldbid. See
Executive Compensation  Employment Agreements. In addition, our 2004 Stock
Incentive Plan and our 2000 Stock Option Plan permit the grant of options for
the purchase of shares of our common stock to our directors and officers. See
Executive Compensation  Outstanding Stock Options for information about
current outstanding stock options granted to our directors.

Employment Agreements

The services of Mr. Logan Anderson, our chief executive officer
and one of our directors, are provided pursuant to a consultant agreement dated
September 1, 2001 between us and Mr. Anderson. This consultant agreement was
amended effective November 1, 2002, August 29, 2003 and April 30, 2005 reduce
the consultant fee that we pay to Mr. Anderson from $12,500 per month to $3,000
per month and to extend the term of the agreement. The amended consultant
agreement is automatically renewable on a month to month basis provided that we
can terminate the consultant agreement without cause upon the payment to Mr.
Anderson of an amount equal to the six months consultant fee. The services
provided by Mr. Anderson include exercising general direction and supervision
over our business and financial affairs, providing overall direction to our
management and performing such other duties and observing such instructions as
may be reasonably assigned to his from time to time in his capacity of our
president. We have verbally agreed with Mr. Anderson to extend his contract on
the same terms on the basis that he will receive a consultant fee of $5,000 per
month.

The services of Mr. Howard Thomson as our chief financial
officer are provided pursuant to a consultant agreement dated September 1, 2001
between us and Mr. Thomson. This consultant agreement was amended effective
November 1, 2002 and August 29, 2003 and April 30, 2005 to reduce the consultant
fee that we pay to Mr. Thomson from $7,500 per month to $1,500 per month and to
extend the term of the agreement. The amended consultant agreement is
automatically renewable on a month to month basis, provided that we can
terminate the consultant agreement without cause upon the payment to Mr. Thomson
of an amount equal to the six months consultant fee. The services provided by
Mr. Thomson include ensuring that proper financial and accounting records are
maintained by us, supervising and advising on the conduct of our financial
affairs, and coordinating all our auditing functions. We have verbally agreed
with Mr. Thomson to extend his contract on the same terms on the basis that he
will receive a consultant fee of $3,000 per month.

The services of Mr. Paul Wagorn as our chief operating officer
are provided pursuant to a consulting contract entered into between Mr. Wagorn
and Worldbid Canada Corporation whereby Mr. Wagorn provides his services to us
as a consultant at an hourly rate of $54.80 CDN per hour (equal to approximately
$48.77 US per hour). The original term of Mr. Wagorns consultant contract
expired February 28, 2003. We have verbally agreed with Mr. Wagorn to extend his
contract until April 30, 2006 on the same terms and conditions.

34

---

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 8, 2006
by: (i) each person (including any group) known to us to own more than five
percent (5%) of any class of our voting securities, (ii) each of our directors
and officers; (iii) each of our named executive officers, and (iv) our officers
and directors as a group. Unless otherwise indicated, the shareholders listed
possess sole voting and investment power with respect to the shares shown.

Title of Class
    Name and Address of
      Beneficial Owner
    Amount and Nature of Beneficial
      Owner
    Percentage of Common
      Stock(1)OFFICERS AND DIRECTORSCommon Stock
    Logan Anderson Chief Executive
      Officer and President Director 810 Peace Portal Drive, Suite 201
      Blaine, WA 98230
    1,883,623(2)Direct and
      Indirect
    37.3%Common Stock
    Howard Thomson Chief Financial
      Officer, Treasurer and Secretary Director 5B, Harbour Village
      Dunmore East, County Waterford Ireland
    43,510 Direct
    *Common Stock
    Paul Wagorn Chief Operating Officer
      Director 175 Robertson Street Victoria, BC V8S 3X3
    Nil
    *Common Stock
    William Charles Tao Director
      3135 Villa Marbella Circle Reno, NV 89509
    Nil
    *Common Stock
    All Officers and Directors as a Group
      (4 persons)
    1,927,133
    38.1%5% SHAREHOLDERS No person is known to
      us to beneficially own more than 5% of the outstanding shares of our
      common stock, other than Logan Anderson, our chief executive officer, as
      disclosed above.


Notes:

|*   | Less than 1%.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Based on 5,054,408 shares of our common stock issued and
      outstanding as of April 30, 2006. 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

35

---

|    | 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 April 30, 2006.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                              
|(2) | Includes 1,883,623 shares held by Logan
  Anderson.                                                                                                                                                                                                                          

Change of Control

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

EQUITY COMPENSATION PLAN INFORMATION

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

The following summary information is presented for our 2000
Stock Option Plan and 2004 Stock Incentive Plan as of April 30, 2006. For a more
detailed discussion, please refer to Note 7 to our financial statements attached
to this annual report.

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
    N/AEquity Compensation Plans Not Approved By Security Holders
    Nil
    N/A
    N/A


ITEM
12.               
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

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

|(A) | any director or officer;                                                                                                                                                                              
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                       
|(B) | any proposed nominee for election as a
director;                                                                                                                                                      
|    |                                                                                                                                                                                                       
|(C) | any person who beneficially owns, directly or indirectly,
      shares carrying more than 5% of the voting rights attached to our common
      stock; or                                              
|    |                                                                                                                                                                                                       
|(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.

36

---

Compensation of Directors

Each of our directors is paid as a consultant to Worldbid. See
Executive Compensation  Employment Agreements. In addition, our 2004 Stock
Incentive Plan and our 2000 Stock Option Plan permits the grant of options for
the purchase of shares of our common stock to our directors and officers. See
Executive Compensation  Outstanding Stock Options for information about
current outstanding stock options granted to our directors.

Loans from Insiders

During the year ended April 30, 2005, Mr. Anderson converted
indebtedness outstanding in the amount of $195,000 into 15% guaranteed
convertible notes in the principal amount of $195,000 and 3,900,000 Series X
Share Purchase Warrants. As at April 30, 2006, $21,680 of shareholders loans
advanced to us by Mr. Anderson were outstanding. The loans are unsecured, bear
interest at the rate of 10% per annum and are payable on demand.

ITEM
13.               
EXHIBITS.

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

|Exhibit | Description of Exhibit                                                                                  
|------- | --------------------------------------------------------------------------------------------------------
|Number  |                                                                                                         
|        |                                                                                                         
|3.1     | Articles of Incorporation.(1)                                                                           
|        |                                                                                                         
|3.2     | Certificate of Amendment of Articles of
      Incorporation.(1)                                         
|        |                                                                                                         
|3.3     | By-Laws of Worldbid.(1)                                                                                 
|        |                                                                                                         
|3.4     | Certificate of Amendment of Articles of
      Incorporation.(2)                                         
|        |                                                                                                         
|3.5     | Certificate of Amendment of Articles of
      Incorporation.(7)                                         
|        |                                                                                                         
|3.6     | Certificate of Change to Articles of Incorporation.
      (12)                                          
|        |                                                                                                         
|3.7     | Amended and Restated
        Articles of Incorporation filed January 13, 2006. (13)                     
|        |                                                                                                         
|3.8     | By-Laws of the Company.(1)                                                                              
|        |                                                                                                         
|4.1     | Specimen Stock Certificate.(1)                                                                          
|        |                                                                                                         
|4.2     | Form of 15% Guaranteed Convertible Notes.(3)                                                            
|        |                                                                                                         
|4.3     | Form of Series X Share Purchase Warrant.(3)                                                             
|        |                                                                                                         
|4.4     | 2000 Stock Option Plan.(2)                                                                              
|        |                                                                                                         
|4.5     | 2004 Stock Option Plan.(9)                                                                              
|        |                                                                                                         
|10.1    | Executive Consultant Agreement dated September 1, 2001
      between Worldbid and Logan Anderson.(4)    
|        |                                                                                                         
|10.2    | Executive Consultant Agreement dated September 1, 2001
      between Worldbid and Howard Thomson.(4)    
|        |                                                                                                         
|10.3    | Memorandum of Agreement dated September 18, 2002 between
      Worldbid and City of London Group PLC.(5)

37

---

|Exhibit |                                                                                                                                                                               
|------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  | Description of Exhibit                                                                                                                                                        
|        |                                                                                                                                                                               
|10.4    | Amendment to
        Executive Consultant Agreement dated November 1, 2002 between Worldbid
        and Logan Anderson.(6)                                                    
|        |                                                                                                                                                                               
|10.5    | Amendment to
        Executive Consultant Agreement dated November 1, 2002 between Worldbid
        and Howard Thomson.(6)                                                    
|        |                                                                                                                                                                               
|10.6    | Amendment to
        Executive Consultant Agreement dated for reference August 29, 2003 between
        Worldbid and Logan Anderson.(10)                                      
|        |                                                                                                                                                                               
|10.7    | Amendment to
        Executive Consultant Agreement dated for reference August 29, 2003 between
        Worldbid and Howard Thomson.(10)                                      
|        |                                                                                                                                                                               
|10.8    | Amendment to
        Executive Consultant Agreement dated for reference April 30, 2005 between
        Worldbid and Logan Anderson.(11)                                       
|        |                                                                                                                                                                               
|10.9    | Amendment to
        Executive Consultant Agreement dated for reference April 30, 2005 between
        Worldbid and Howard Thomson.(11)                                       
|        |                                                                                                                                                                               
|10.10   | Form
        of 10% Convertible Note.                                                                                                                                         
|        |                                                                                                                                                                               
|14.1    | Code of Ethics.(10)                                                                                                                                                           
|        |                                                                                                                                                                               
|21.1    | List
        of Subsidiaries.                                                                                                                                                 
|        |                                                                                                                                                                               
|23.1    | Consent
        of Morgan & Company.                                                                                                                                          
|        |                                                                                                                                                                               
|31.1    | Certification
        of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
        Act of 2002.                                                           
|        |                                                                                                                                                                               
|31.2    | Certification
        of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
        Act of 2002.                                                           
|        |                                                                                                                                                                               
|32.1    | Certification
        of Chief Executive Officer pursuant to pursuant to 18 U.S.C. Section 1350,
        as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|        |                                                                                                                                                                               
|32.2    | Certification
        of Chief Financial Officer pursuant to pursuant to 18 U.S.C. Section 1350,
        as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Notes

|(1)  | Incorporated by reference from our registration statement
        on Form10-SB12G/A filed with the SEC on November 30, 1999.                                 
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2)  | Incorporated by reference from our Quarterly Report
        on Form 10-QSB filed with the SEC on December 15, 2000.                                          
|(3)  | Incorporated by reference from our Quarterly Report
        on Form 10-QSB filed with the SEC on December 24, 2001.                                          
|(4)  | Incorporated by reference from our Annual Report on
        Form 10-KSB filed with the SEC on August 13, 2002.                                               
|(5)  | Incorporated by reference from our Quarterly Report
        on Form 10-QSB filed with the SEC on September 23, 2002.                                         
|(6)  | Incorporated by reference from our Quarterly Report
        on Form 10-QSB filed with the SEC on March 17, 2003.                                             
|(7)  | Filed as an Exhibit to our Quarterly Report on Form
        10-QSB for the six months ended October 31, 2003 filed with the SEC on
        December 15, 2003.
|(8)  | Filed as an Exhibit to our Quarterly Report on Form
        10-QSB for the nine months ended January 31, 2004 filed with the SEC on
        March 16, 2004.  
|(9)  | Filed as an Exhibit to our Registration Statement on
        Form S-8, filed with the SEC on April 27, 2004.                                                 
|(10) | Filed as an Exhibit to our Annual Report on Form 10-KSB
        for the year ended April 30, 2004 filed with the SEC on July 30, 2004.                       
|(11) | 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.                     
|(12) | Filed as an Exhibit to our Quarterly Report on Form 10-QSB for the three
      months ended July 31, 2005 filed with the SEC on September 19, 2005.          
|(13) | Filed as an Exhibit to our Quarterly Report on Form 10-QSB
        for the nine months ended January 31, 2006 filed with the SEC on March
        22, 2006.  

38

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ITEM
14.               
PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Audit Fees

The aggregate fees billed for the two most recently completed
fiscal years ended April 30, 2006 and April 30, 2005 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, 2006
    Year Ended April 30,
      2005Audit Related Fees
    $15,600
    $14,413Tax Fees
    $0
    $0All Other Fees
    $0
    $0Total
    $15,600
    $14,413


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

|**WORLDBID CORPORATION** |                                      
|------------------------ | -------------------------------------
|                         |                                      
|                         |                                      
|                         |                                      
|By:                      | /s/ Logan B. Anderson                
|                         | LOGAN B. ANDERSON                    
|                         | President and Chief Executive Officer
|                         | (Principal Executive Officer)        
|                         | Director                             
|                         | Date: August 14, 2006                

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

|By: | /s/ Logan B. Anderson                                                | 
|--- | -------------------------------------------------------------------- | 
|    | LOGAN B. ANDERSON                                                    | 
|    | President and Chief Executive
      Officer                          | 
|    | (Principal Executive Officer)                                        | 
|    | Director                                                             | 
|    | Date: August 14, 2006                                                | 
|    |                                                                      | 
|    |                                                                      | 
|    |                                                                      | 
|By: | /s/ Howard Thomson                                                   | 
|    | HOWARD THOMSON                                                       | 
|    | Secretary,
      Treasurer and Chief Financial Officer               | 
|    | (Principal Financial Officer and
      Principal Accounting Officer) | 
|    | Director                                                             | 
|    | Date: August 14, 2006                                                | 
|    |                                                                      | 
|    |                                                                      | 
|    |                                                                      | 
|By: | /s/ Paul Wagorn                                                      | 
|    | PAUL WAGORN                                                          | 
|    | Chief Operating Officer                                              | 
|    | Director                                                             | 
|    | Date: August 14, 2006                                                | 
|    |                                                                      | 
|    |                                                                      | 
|    |                                                                      | 
|By: | /s/ William Charles Tao                                              | 
|    | WILLIAM CHARLES TAO                                                  | 
|    | Director                                                             | 
|    | Date: August 14, 2006                                                | 

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