SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB
                                 Amendment No. 1

[X]  ANNUAL REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE
     ACT OF 1934 For the fiscal year ended April 30, 2000

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

     Commission File No. 000-26729

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

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


Suite 1100, 1175 Douglas Street
Victoria, British Columbia, Canada                       V8W 2E1
----------------------------------------     -----------------------------------
(Address of principal executive offices)                 (Zip Code)

Registrant's telephone number, including area code: 250-475-2248


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

          Securities registered pursuant to Section 12 (g) of the Act:
--------------------------------------------------------------------------------
                         Common Stock, $0.001 Par Value

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

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation  S-B 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. [ ]

Revenues for year ended April 30, 2000 were $87,729.

The aggregate market value of the voting stock held by  non-affiliates  computed
by reference to the last  reported  sale price of such stock as of July 25, 2000
is $24,602,500.

The number of shares of the  issuer's  Common Stock  outstanding  as of June 13,
2000 is 14,500,000.

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


<PAGE>

PART I

This report contains  forward-looking  statements  within the meaning of Section
27A of the  Securities Act of 1933, as amended and Section 21E of the Securities
Exchange Act of 1934, as amended.  Actual results could differ  materially  from
those  projected  in  the   forward-looking   statements  as  a  result  of  the
risk-related factors set forth herein.


ITEM 1.  Description of Business

Worldbid Corporation (the "Company") is an electronic commerce company that owns
and operates an on-line  business-to-business world trade Internet web site. Our
principal  web site is  located on the  Internet  at  "www.worldbid.com"  and is
referred to us as the Worldbid web site. We facilitate business  transactions on
the  Internet  through our  Worldbid  web site by  providing  an  organized  and
systematic  tool for  businesses  to post notices of goods  offered for sale and
notices  for the  request for tender of goods.  We use e-mail  notifications  in
order  to  enable  businesses  to  connect  to  each  other  and  to  facilitate
transactions.  Our focus is on the international trade market and our goal is to
provide an economical means of enabling businesses from around the world to meet
and transact business.

The Worldbid web site solicits businesses that have products for sale or who are
interested  in procuring  products for  purchase.  The Worldbid web site enables
businesses to post notices,  offers and requests for  merchandise,  services and
trade leads on the Worldbid web site in a systematic  and organized  manner.  We
connect  these  businesses by  categorizing  and matching  potential  buyers and
sellers and notify these  businesses of potential  trade partners using a system
of automatic  e-mail  notifications  whereby  postings are  transmitted to other
businesses within specific  categories of interest.  Businesses are then able to
contact other businesses directly and negotiate  transactions between themselves
with minimal involvement from us.

Corporate Organization

Incorporation

We were  incorporated  pursuant to the laws of the State of Nevada on August 10,
1998. We were originally  incorporated as "TetherCam  Systems Corp." and changed
of our name to "Worldbid Corporation" on January 20, 1999.

Subsidiaries

Our web site  development  activities are conducted by our subsidiary,  Worldbid
Corporation  (formerly  Worldbid Networks Ltd.), a British Columbia company that
was incorporated on November 5, 1999.

Acquisition Of The Worldbid Internet Business

Acquisition Agreement

We acquired  the Worldbid web site  pursuant to an agreement  dated  February 2,
1999  with  Global  Internet  Holdings  Ltd.  (formerly  Databoat  International
Limited)  and Scott  Wurtele,  the  principal  shareholder  of  Global  Internet
Holdings.  Mr.  Wurtele  is  our  chief  executive  officer  and  is  one of our
directors.

We issued a total of 3,000,000  restricted  shares of our common stock to Global
Internet  Holdings upon closing of the acquisition.  These 3,000,000 shares were
placed into escrow on closing and




                                       1
<PAGE>

are to be released to Global Internet Holdings over a period of four years under
the terms of an escrow  agreement  between  Global  Internet  Holdings and us. A
total of 300,000  shares was  released to Global  Internet  Holdings  Company on
February 2, 2000. A total of 2,700,000 shares remain in escrow and are scheduled
to be  released  as  follows:  (i)  700,000  shares on  February  2, 2001;  (ii)
1,000,000  shares on February 2, 2002; and (iii) 1,000,000 shares on February 2,
2003.

In connection with our acquisition of the Worldbid web site from Global Internet
Holdings,  we entered into a consulting  agreement  with Mr. Wurtele and On Line
Design Ltd. for the services of Mr. Wurtele as our Chief Executive Officer.  Mr.
Wurtele was also  appointed as a director.  On Line Design is a private  British
Columbia company, wholly owned by Mr. Wurtele. See "Employees."

Industry Background

Growth of the Internet and the World Wide Web (the "Web")

The Internet and the Web are experiencing dramatic growth in terms of the number
of Web users. The growth in the number of Web users and the amount of time users
spend on the Web is being driven by the increasing importance of the Internet as
a  communications  medium  and  an  information  resource  and  as a  sales  and
distribution channel.

Growth of Online Electronic Commerce

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

The World Trade Market on the Internet

We believe 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.   Trade  publications  and print  media  are  costly  and offer  limited
          circulation.

     B.   Expansion of business beyond  traditional  boundaries is expensive due
          to the high cost of marketing, travel and promotional expenses.

     C.   Language barriers limit the ability of businesses to communicate.

The Internet has the potential to provide a medium for businesses throughout the
world to communicate  and  facilitate  business  transactions.  We developed the
Worldbid web site with the objective of  capitalizing  on the demand for a world
trade Internet web site.




                                       2
<PAGE>

The Worldbid Web Site

The Worldbid web site has been  designed by us to enable  businesses  throughout
the world to locate trade leads for products and  services.  Businesses  who use
the  Worldbid  Web site  are able to post  notices  to buy or sell  products  or
services in an organized and categorized  manner.  The Worldbid web site enables
businesses to locate valuable  information  regarding the products and services,
including:  (i) the  identities  of potential  buyers;  (ii) the  identities  of
potential  sellers;  and (iii)  descriptions  of products and services  that are
presented in an organized manner by category.

We  notify  businesses  of  potential  trade  leads  using a  system  of  e-mail
notifications  to inform  potential  trade  partners  of  notices to buy or sell
products and services  that are posted by other  businesses  on the Worldbid web
site.

Registration

Each business that wishes to take advantage of the Worldbid web site is required
to  register  with us 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.  We presently do not charge any
fee to register. After registration,  a business is permitted to post notices of
offers, view notices posted by other businesses and receive e-mail notifications
of offers from other businesses.

As of April 30, 2000, more than 18,000 businesses registered to use the Worldbid
web site.

Buyers

Each business  interested in  purchasing a product is given the  opportunity  to
place a request for tender or procurement or an offer to buy on the Worldbid web
site.  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 request for tender is
automatically delivered by e-mail to each business that has entered the Worldbid
web site and entered its contact  information with the request that they receive
information  regarding  specific  products or services.  Each  business can also
enter its e-mail address in order to receive e-mail notifications from potential
sellers in their category of interest.

Sellers

Each business  that is interested in completing a sale is given the  opportunity
to post offers to sell on the Worldbid web site.  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 offer to sell is automatically  delivered by e-mail to
each  business  that has entered the  Worldbid  web site and entered its contact
information with the request that they receive  information  regarding  specific
products or services that are offered for sale. Each 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 their category of interest.

Requests for E-Mail Notifications

The Worldbid web site can also be used by  businesses  that do not wish to enter
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




                                       3
<PAGE>

in order to receive  notifications  of any  request  for tender or offer to sell
within a category of interest.

Categories

The format of the Worldbid web site allows for a broad variety of categories and
sub-categories, thereby appealing to a wide variety of potential business users.
Businesses can request additional  categories and sub-categories at the Worldbid
web site by  e-mailing  us via the  Worldbid  web  site.  We  believe  that this
flexible  format  will  enable 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 enables the Worldbid web site to
be used by businesses to access markets  outside their  geographic  region.  Our
experience is that  approximately  60% of the businesses that have registered to
use the  Worldbid  web site are  residents  of  countries  outside of the United
States.

Development Focus

We developed  the format of the  Worldbid web site in order to encourage  use by
businesses  from  around  the world in the  international  trade  community.  We
believe  that  the  international  focus  of the  Worldbid  web  site  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
site to  facilitate  trade in goods that are often the subject of  international
trade, such as industrial goods and commodities.

International Worldbid Sites

We have  developed  a number  of  international  Worldbid  web  sites and we are
continuing to develop  additional  international  sites. The network of Worldbid
web sites now includes: (i) worldbidgermany.com;  (ii) worldbidafrica.com; (iii)
worldbidchina.com;   (iv)   worldbidmexico.com;   (v)  worldbiditaly.com;   (vi)
worldbidfrance.com;  (vii)  worldbidindia.com;  (viii)  worldbidkorea.com;  (ix)
worldbiduk.com; (x) worldbidjapan.com; and (xi) worldbidargentina.com.

We developed our international 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.  Usage of our  international  web sites now  accounts  for
approximately 10% of the total usage of the Worldbid web sites.

We developed a proprietary database architecture which enables our international
web  sites  to be  linked  to  our  main  Worldbid  web  site,  while  remaining
independent. Linking the international web sites to our main web site enables us
to  allow  trade  lead  data  from  our  main  site  to be  posted  on  relevant
international web sites and to allow trade lead data received from international
web  sites to be posted  on our main web  site.  Trade  lead data that is shared
across web sites can be restricted  based on defined  parameters,  such as trade
opportunities  within a defined area or trade opportunities  within a particular
category.

Auctions

We recently expanded the capabilities of the Worldbid web site to allow auctions
to be conducted on our Worldbid web site. We enable  businesses to post products
for auction and our Worldbid web site facilitates  bidding by potential  buyers.
The successful bidder is notified by e-




                                       4
<PAGE>

mail. We do not participate in the auction process or any transaction completing
process once an auction item is purchased.

Transaction Completion Process

We presently do not engage in completing  transactions  between  businesses that
have agreed to contracts through the Worldbid web site. The Worldbid web site is
a means for interested parties to make contacts and pursue negotiations  between
themselves.  We are not involved in the negotiation of the price or any terms of
any contract between potential purchasers and suppliers.

Screening of Notices

We screen  notices of products and services which are posted on the Worldbid web
site at our option in order to ensure  that  notices  are  appropriate  for each
category and do not contain inappropriate content. We have implemented screening
of notices as a means of ensuring  that  businesses  using the Worldbid web site
receive notices that are relevant to their businesses.

Development Of The Worldbid Web Site

Global  Internet  Holdings  started the  development of the Worldbid web site in
September  1998.  While the Worldbid web site was operational at the time of its
acquisition by us in February  1999, we determined  that the  functionality  and
presentation of the Worldbid web site required  upgrading prior to us being able
to market and solicit advertisements for the Worldbid web site. Accordingly,  we
proceeded  with the  development  and  upgrading  of the  Worldbid web site upon
completion of its acquisition from Global Internet Holdings.  Our development of
the  Worldbid  web site  included a complete  restructuring  of the Worldbid web
site. This restructuring was comprised of the following elements:

     -    Re-design of the graphics and presentation of the Worldbid web site;

     -    Expansion  of the  functionality  of the  Worldbid web site to include
          additional  features,  including posting of goods offered for sale and
          expanded e-mail notification capabilities;

     -    Expansion and upgrading of our computer  hardware and  programming  in
          order to expand the  functionality  and  capacity of the  Worldbid web
          site;

     -    Addition  of search  capabilities  in order  that users can search for
          products by description or product codes;

     -    Expansion of the number of categories within the Worldbid web site.

We are continuing to develop  additional  features for the Worldbid web site and
to enhance the  functionality and operation of the web sites. This is an ongoing
process and is required in order to maintain our existing  user base in response
to  competitive  pressures,  to attract new  businesses and to enable us to earn
revenues from the Worldbid web site, as discussed below.

The Worldbid Business

We have focused most of our business  activity to date on the development of the
Worldbid web sites.  During this development  stage of our business,  we reached
the following milestones:




                                       5
<PAGE>

     (a)  we commenced  earning  revenues  from  advertisements  on e-mail trade
          notifications in November, 1999;

     (b)  in excess of 18,000  businesses  have  registered  in order to use the
          Worldbid web sites;

     (c)  we   presently   transmit  in  excess  of   5,000,000   e-mail   trade
          notifications  in each month to businesses that are using the Worldbid
          web sites;

     (d)  the Worldbid web sites  presently  receive in excess of 1,000,000 page
          views per month.

The achievement of these  milestones is important,  as the usage of the Worldbid
web site by  businesses  is an essential  element of the  implementation  of our
business  plan.  We have offered the Worldbid web site as a free site to date in
order to  maximize  the number of  businesses  using our web site and  receiving
e-mail  trade  notifications.  As the  Worldbid  web site is now being used by a
significant  number of businesses  and contains  business  information  which we
believe to be unique and of value,  we are now  focusing on  generating  revenue
from the Worldbid web site.

Revenues

We have  identified  the  following as the primary  sources of revenues  that we
anticipate that we may be able to earn from the Worldbid web site:

     1.   sales of advertising  placed on e-mail trade  notifications  which are
          transmitted via the Worldbid web site to businesses;

     2.   selling  membership fees and charging usage fees charged to businesses
          for using the  Worldbid  web site and posting  requests for tender and
          offers for sale on the Worldbid web site;

     3.   earning commissions and referral fees from referral  arrangements with
          other  companies  who  generate  sales as a  result  of  referrals  of
          businesses by us;

     4.   fees charged to partners for  partnership  arrangements  for the joint
          marketing and development of our Worldbid international web sites.

Advertising Revenues

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 entered  into our first  advertising  sales  contracts in
August 1999.  Sales of  advertising  on e-mail trade  notifications  account for
substantially all of our revenue earned to date.

Advertising on e-mails is a new and emerging  means of advertising  products and
services  using the  Internet.  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




                                       6
<PAGE>

trade. We target companies such as over-night courier services, insurance agents
and customs brokers as potential advertisers on the Worldbid web site.

Advertising on e-mail transmissions is a new form of advertising that has yet to
achieve broad-based commercial acceptance. We are undertaking significant market
efforts  in  order  to  persuade  potential   advertisers  of  the  benefits  of
advertising  on  e-mail  transmissions  that  we send to  businesses  using  the
Worldbid web site.  Our  marketing  strategy  includes  marketing our ability to
focus advertisements for each advertising  purchaser on the basis of the various
categories of goods and services on the Worldbid web site. In undertaking  these
marketing efforts, we have been pursuing  negotiations with advertising agencies
that have multiple clients as a means of concentrating our market efforts.

We have determined that independent verification of use of the Worldbid web site
and e-mail  notifications  is an essential  element of our ability to market the
advertising potential of the Worldbid web site. Accordingly, we have retained an
independent  auditor  to  verify  the  e-mail  notifications  sent by us via the
Worldbid web site.  Independent audit reports are used by us to substantiate our
e-mail transmission rates to advertising agencies and potential advertisers.

Membership and Usage Fees

We are evaluating the implementation of mandatory membership fees for businesses
that are using the Worldbid web site. In addition,  we are also  evaluating  the
implementation of usage fees which would be charged to business for the benefits
of the Worldbid web site, such as receiving e-mail trade notifications.  We have
not  charged  any  membership  or  usage  fees  to date in  order  to  encourage
businesses  to use the  Worldbid  web site and to expand the base of  businesses
using the Worldbid web site and receiving  e-mail  notifications.  We are in the
process of evaluating this revenue opportunity as usage of the Worldbid web site
increases.  We plan to charge fees to businesses once the volume of usage on the
Worldbid web site has increased to a level where  businesses are prepared to pay
a fee to post  requests  for tenders  and offers for sale and to receive  e-mail
information.

Partnership Programs

We are pursuing  partnership  arrangements  with  international  businesses that
already engage in electronic commerce. The objective of these partnerships is to
enable us to increase usage of the Worldbid  international web sites. We plan to
enter into  partnership  arrangements  with partners who have a  combination  of
established local business  contacts,  existing  electronic  commerce web sites,
local content for web sites and existing  electronic  commerce clients. We would
offer to our partner  access to the Worldbid web site format with the  objective
of enhancing the service that the partner  would be able to provide  through its
existing  electronic  commerce business.  We anticipate that we would enter into
revenue  sharing  arrangements  with our partners for revenues  generated on the
Worldbid  international  web  sites in  which a  partner  participates.  We also
anticipate  charging fees to partners in consideration  for us entering into the
partnership arrangement.

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.




                                       7
<PAGE>

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.

Employees

As of June 30, 2000, we had a total of sixteen (16) employees,  of which fifteen
(15) are full-time  employees and one is a part-time employee.  In addition,  we
have eight (8) full-time  equivalent  contract  personnel and five (5) part-time
contract personnel.

The services of Mr. Scott  Wurtele as our chief  executive  officer are provided
pursuant to an agreement dated September 10, 1999 between us, On Line Design and
Mr.  Wurtele.  The services  provided by Mr. Wurtele  include  management of our
day-to-day  business  operations.  The term of our agreement with Mr. Wurtele is
for a term  expiring on February  15, 2001.  We  currently  pay On Line Design a
consultant fee of $7,500 per month for Mr.  Wurtele's  services.  Mr.  Wurtele's
consulting  agreement  may only be renewed  for  additional  terms upon  written
agreement between Mr. Wurtele and us. Any agreement for an extension of the term
would include agreement upon the consulting fee for the subsequent term.

The services of Mr. Logan Anderson as our president are provided  pursuant to an
employment  agreement  dated  August 31, 1999  between Mr.  Anderson and us. 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.  Mr. Anderson is required to devote approximately 15%
of his  business  time to our  business  until  such time our  positive  working
capital  equals or exceeds  $750,000  at which time Mr.  Anderson  has agreed to
devote approximately 80% of his business time to our business.  We currently pay
Mr. Anderson a salary of $1,000 per month. Mr.  Anderson's  salary will increase
to $7,500  per month  upon Mr.  Anderson  being  required  to devote  80% of his
business time to our business.  The term of our agreement  with Mr.  Anderson is
for a term of one year,  provided that we can  terminate  without cause upon the
payment  to Mr.  Anderson  of an amount  equal to the  greater of $30,000 or six
months salary.  Mr.  Anderson may terminate his employment  agreement upon three
months written  notice to us. The  employment  agreement may only be renewed for
additional  terms  upon  written  agreement  between  Mr.  Anderson  and us. Any
agreement for an extension of the term would include  agreement  upon the salary
for the subsequent term. Mr. Anderson presently devotes approximately 15% of his
business time to our business.

The services of Mr.  Howard  Thomson as our secretary and treasurer are provided
pursuant to a written  employment  agreement  dated  August 31, 1999 between Mr.
Thomson and us. The  services  provided by Mr.  Thomson  include  ensuring  that
proper  corporate,  financial and  administrative  records are maintained by us,
supervising  and  advising  on  the  conduct  of  our  financial  affairs,   and
coordinating  all our  auditing  functions.  Mr.  Thomson is  required to devote
approximately  15% of his business  time to our business  until such time as our
positive  working  capital equals or exceeds  $750,000 at which time Mr. Thomson
will  be  required  to  devote  approximately  80% of his  business  time to our
business. We currently pay Mr. Thomson a salary of $750 per month. Mr. Thomson's
salary will  increase  to $5,000 per month upon Mr.  Thomson  being  required to
devote 80% of his business time to our business.  The term of our agreement with
Mr. Thomson is for a term of one year, provided that we can terminate without




                                       8
<PAGE>

cause upon the  payment  to Mr.  Thomson  of an amount  equal to the  greater of
$22,500 or six months salary. Mr. Thomson may terminate his employment agreement
upon three months  written  notice to us. The  employment  agreement may only be
renewed for additional terms upon written  agreement between Mr. Thomson and us.
Any  agreement  for an extension of the term would  include  agreement  upon the
salary for the subsequent term. Mr. Thomson presently devotes  approximately 15%
of his business time to our business.

The  services  of Mr. Paul Wagorn as our chief  operating  officer are  provided
pursuant  to a written  employment  agreement  dated  March 1, 2000  between our
subsidiary,  Worldbid  Networks,  and Mr. Wagorn. Mr. Wagorn is paid a salary of
$5,220 CDN per month and supervises our web site development and operations. Our
agreement  with  Mr.  Wagorn  may be  terminated  by  either  us or  Mr.  Wagorn
delivering  written  notice of  termination,  subject to a minimum notice period
which is currently less than 60 days.

Our future  performance  depends upon the continued  contributions of members of
senior management and other key personnel.  We do not have long-term  employment
agreements  with any of our key personnel,  other than set forth above and we do
not maintain key person life insurance. Competition for attracting and retaining
personnel in the industry is intense, and we need to be successful in attracting
qualified  employees in order for our business to succeed in the future.  If one
or more of our key personnel  leaves  and/or joins or forms a  competitor,  this
could have a harmful effect on our business.

Technology

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

Software

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

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

Operations

We own the  servers  that host the  Worldbid  web sites.  Our  computer  network
servers are presently located in Vancouver,  British Columbia on the premises of
NetNation  Communications Inc., our Internet service provider,  at 2040-555 West
Hastings Street, Vancouver, British Columbia. NetNation Communications presently
provides us with the following services:  Internet connection services, Internet
band-with, and storage of our servers at NetNation




                                       9
<PAGE>

Communications  premises.  We do not have any agreement  directly with NetNation
Communications  but  receive  services  through  an  Internet  service  provider
agreement between NetNation  Communications and Global Internet Holdings. We pay
a monthly fee to Global Internet  Holdings as  reimbursement  to Global Internet
Holdings of the expenses incurred by Global Internet Holdings in connection with
the services  provided by NetNation.  This expense is  approximately  $4,000 per
month and varies according to bandwidth  consumed by us. We anticipate that this
expense  will  increase  as usage of the  Worldbid  web sites and the  volume of
e-mail notifications delivered increases.

We are currently in the process of upgrading our computer network  operations in
order  that we can  accommodate  increased  use of the  Worldbid  web  sites and
increased e-mail transmissions.  The upgrade will consist of the addition of two
additional  computer  servers  and  associated  computer  hardware  that will be
located  at our  head  office  in  Victoria,  British  Columbia.  This  computer
equipment has been purchased and is in the process of being  integrated into our
operations.  Our new  computer  servers  will be connected to the Internet via a
fiber-optic  cable  connection.  The upgrade to our computer network  operations
will enable us to  accommodate a ten-fold  increase in the usage of the Worldbid
web sites without the  acquisition  of any new computer  hardware.  We intend to
maintain our existing  servers at NetNation  Communications  as back-up  servers
once we have switched operations to the new computer servers.

Internet Gateway

We do not own a gateway  onto the  Internet,  but  instead  rely on an  Internet
service  provider  to connect  the  Worldbid  web site to the  Internet.  We use
Internet  service  providers to provide  connectivity to the Internet,  Internet
traffic and data routing  services  and e-mail  services.  The Internet  service
provider  provides us with a high speed  Internet  access line to the World Wide
Web.  As  discussed   above,   we  are  in  the  process  of   upgrading   these
telecommunication  and  Internet  service  facilities  in  order to  enable  our
computer systems to handle increased usage of the Worldbid web sites.

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.

We have  applied for  registration  of the  "Worldbid"  trademark  in the United
States.  We submitted an  application  to the United States Patent and Trademark
Office on June 4, 1999 for a service mark  "WORLDBID" for use in connection with
the services  that we provide.  There can be no  assurance  that we will be able
obtain a trademark for  "Worldbid" or to secure  significant  protection for our
service marks or trademarks. If granted, the issuance of a trademark will not be
definitive of our right to use the trademark in  conjunction  with our services.
Our rights would be subject to (i) the patent and  trademark Act of July 5, 1946
(U.S.C.  1051 et.  Seq.,  as  amended);  (ii) state and common low rights  which
generally  confer  rights based,  among other  things,  on having been the first
person  to use the  trademark,  the  distinctiveness  of the  trademark  and the
potential confusion with other trademarks, whether registered or not.




                                       10
<PAGE>

We  have  applied  to the  United  States  Patent  Office  for a  patent  of the
customized  trade  facilitation  system and associated  custom  advertising  and
notifications  systems that we have developed and incorporated into the Worldbid
web sites.  There is no assurance that patent  protection will be granted by the
United States Patent Office.

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",   thereby  impeding  our  ability  to  establish
recognition and usage of the Worldbid web sites and creating  confusion  amongst
users and potential users of the Worldbid web sites.

Research And Development Expenditures

We have spent the following amounts on research and development activities since
the acquisition of the Worldbid web sites in February, 1999:

                                                            February 16, 1999 to
                                                               April 30, 2000
                                                            --------------------
  Research and Development Operating Expenditures:                 $94,081
  Development Expenditures Capitalized as Assets:                 $158,355
  Total Research and Development Expenditure                      $252,436


Research and  development  activities  have consisted of the  development of the
Worldbid web sites and programming and software developments associated with the
Worldbid web sites.

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   VerticalNet.Com,    Inc.,
Tradecompass.com  and Alibaba.com;  (ii) competing Internet web sites focused on
specific  industries,  including  Plasticnet.com and Ventro  Corporation;  (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 user fees or other services charges to businesses that use
the Worldbid web sites.

Our  business  plan  anticipates  that  revenue  will be  earned  from  sales of
advertising on e-mail transmissions. We face competition for advertising revenue
from a broad  spectrum of businesses  using the Internet that are  attempting to
sell  advertising  on their web sites or on e-mails  transmitted  from their web
sites.  There is no  assurance  that  potential  advertising  revenues  will not
decrease  with  the  growth  in  electronic   commerce  and   competition   from
competitors.  The  presence  of existing  or future  competition  may impair our
ability to earn revenue from advertising 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




                                       11
<PAGE>

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

Government Regulation

Our experience is that users from multiple state and international jurisdictions
use  the  Worldbid  web  sites.  While  we do not  directly  participate  in any
transaction  completed  between  businesses  using the  Worldbid  web  site,  we
transmit e-mails to users across international and state boundaries.  There is a
risk that these e-mail transmittals 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 have the result
that we are prohibited from  transmitting  e-mails to users in certain states or
countries  or that we may have to incur  increased  expense in order to transmit
e-mails to users 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  may be adopted  with  respect  to the  Internet
generally,  covering 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 the  Worldbid
Business.

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

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

Risk Factors

The Company faces risks in executing  its business plan and achieving  revenues.
The following  risks are material risks which the Company  faces.  If any of the
following risks occur, the business of the Company and its operating results and
financial condition could be seriously harmed.




                                       12
<PAGE>

The Company's Short Operating History makes its business difficult to Evaluate.

The Company  acquired the Worldbid  Business in February,  1999 and the Web Site
began operations on the Internet in October, 1998. Accordingly,  the Company has
a limited operating history upon which to base an evaluation of our business and
prospects.  Accordingly, the Company's 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,
the  Company  must  successfully  implement  its  business  plan  and  marketing
strategies.  The  Company  may  not  successfully  implement  all  or any of its
business strategies or successfully  address the risks and uncertainties that it
encounters.

The Company has minimal revenues

The Company's business and marketing strategy contemplates that the Company will
earn a  substantial  portion  of its  revenues  from  advertising.  There  is no
assurance that the Company will be able to generate revenues from advertising or
that the  revenues  generated  will exceed the  operating  costs of the Worldbid
Business.  Advertisers  may not accept  advertising  on e-mails as an acceptable
form of advertising. Rates for advertising on e-mails may decrease as the growth
of the Internet and electronic commerce brings increased competition. 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.

Operating results are difficult to predict

The Company's future financial results are uncertain due to a number of factors,
many of which are outside the Company's control. These factors include:

     1.   ability to increase usage of the Web Site;

     2.   ability to generate revenue through the Web Site;

     3.   the  timing,  cost  and  availability  of  advertising  on  web  sites
          comparable to the Company's and over other media;

     4.   the amount and timing of costs  relating to expansion of the Company's
          operations;

     5.   the  announcement  or introduction of competing web sites and products
          of competitors; and

     6.   general economic  conditions and economic  conditions  specific to the
          Internet and electronic commerce.

Additional Financing

The Company will require additional  financing in order to complete its business
plan of operations.  The Company has no agreements for additional  financing and
there can be no  assurance  that  additional  funding  will be  available to the
Company on acceptable  terms in order to enable the Company to complete its plan
of operations. The Company will not be able to continue operations if additional
financing is not obtained.




                                       13
<PAGE>

Recognition of the Web Site is essential to growth of the Worldbid Business

The Company believes that the successful marketing, development and promotion of
the  Web  Site  is  critical  to  its  success  in  attracting   businesses  and
advertisers.  Furthermore,  the Company believes that the importance of customer
awareness will increase as low barriers to entry encourage the  proliferation of
web  sites.  If the  Company  is  unsuccessful  in  continuing  to build  strong
recognition  of the Web  Site,  then  the  Company  may  not be able to  achieve
revenues.  The marketing and promotion  efforts  contemplated by the Company may
not be  successful  in  increasing  business  awareness  of the  Web  Site or in
enabling the Company to achieve revenues.

The Company depends on third parties for the operation of its business

The Company  depends on several  third  parties in  conducting  its  operations,
including the following:

     *    the  Company  does not own a gateway  onto the  Internet,  but instead
          relies on an Internet  service provider to connect the Web Site to the
          Internet; and

     *    the Web  Site  depends  on  operating  system,  database,  and  server
          software that has been developed,  produced by and licensed from third
          parties.

The Company has limited  control  over these third  parties and has no long-term
relationships with any of them. If the Company is unable to develop and maintain
satisfactory  relationships  with such third  parties on  acceptable  commercial
terms,  or if the quality of products and services by such third  parties  falls
below a satisfactory standard, its business could be harmed. Also, the Company's
loss of or  inability  to  maintain  or obtain  upgrades  to certain  technology
licenses  could  result in delays in  developing  its systems  until  equivalent
technology could be identified, licensed or developed, and integrated.

The Company depends on its key employees

Competition  for  qualified  personnel  in the  Company's  industry  is intense,
particularly  for software  development and other technical  staff.  The Company
believes that its future success will depend in part on its continued ability to
attract, hire and retain qualified personnel. None of the Company's employees is
represented by a labor union, and the Company  considers its employee  relations
to be good.

Risks of systems failure

Substantially all of the Company's communications hardware and computer hardware
is located at a leased  facility in Vancouver,  British  Columbia,  Canada.  The
Company's systems are vulnerable to damage from earthquake,  fire, floods, power
loss,  telecommunications  failures,  break-ins and similar events.  The Company
does not  presently  have  fully  redundant  systems  and has not yet  completed
implementing   a  formal   disaster   recovery   plan.   Despite  the  Company's
implementation of network security measures,  its servers are also vulnerable to
computer viruses,  physical or electronic  break-ins,  attempts by third parties
deliberately  to exceed  the  capacity  of the  Company's  systems  and  similar
disruptive problems.  The Company's coverage limits on its property and business
interruption insurance may not be adequate to compensate for all losses that may
occur.




                                       14
<PAGE>

The Company may be unable to protect its intellectual property

The Company's  performance and ability to compete are dependent on a significant
degree on its ability to protect and enforce its  intellectual  property rights,
which include the following:

     *    proprietary technology;
     *    trade names; and
     *    domain names, each of which relates to the Company's brand.

The Company may not be able to protect its proprietary rights, and its inability
or  failure  to do so  could  result  in  loss  of  competitive  and  commercial
advantages  that the Company  holds.  See  "Business -  Intellectual  Property."
Additionally,  the Company  may choose to  litigate to protect its  intellectual
property  rights if the Company  considers  that a third party has infringed the
Company's  intellectual  property rights.  The Company is not aware of any third
party who the Company  considers has infringed  upon the Company's  intellectual
property rights. The Company is not currently party to any litigation respecting
its  intellectual  property  rights  and  is  not  currently  contemplating  any
intellectual  property litigation.  Any litigation could result in a significant
cost of resources and money.

The  Company  cannot  assure  success  in any  such  litigation  that  it  might
undertake.

The  Company  may in the future  receive  notices  from third  parties  claiming
infringement  by the Company's  software,  by the use of the name  "Worldbid" or
other aspects of the Company's business. The Company is not currently subject to
any such claim that would have a material  effect on the  Company's  business or
financial  condition.  However,  any future claim, with or without merit,  could
result in significant  litigation costs and diversion of resources including the
attention  of  management  which  could  have a material  adverse  effect on the
Company's  business,  results of  operations  and  financial  condition.  In the
future,  the  Company may also need to file  lawsuits  to enforce the  Company's
intellectual  property  rights,  to protect the  Company's  trade  secrets or to
determine  the  validity  and scope of the  proprietary  rights of others.  Such
litigation,  whether  successful or  unsuccessful,  could result in  substantial
costs and diversion of resources,  which could have a material adverse effect on
the Company's business, results of operations and financial condition.

User Acceptance of the Worldbid Business Format is Unknown

The success of the Worldbid  business  will depend on acceptance of the business
format of the Web Site.  There is no assurance that  businesses  will accept the
format  of the Web Site as an  enhancement  to  completing  trade  transactions.
Businesses  have a variety of competing  means for which to procure  tenders for
goods and  services,  both via the Internet and through  traditional  commercial
means.

Trading of the Company's Common Stock

The Company may in the future be traded on the Nasdaq OTC Bulletin Board.  There
is no assurance that the Company's  common stock may be traded on the Nasdaq OTC
Bulletin Board or any other public securities market.

Companies  traded  on the OTC  Bulletin  Board  have  traditionally  experienced
extreme  price  and  volume  fluctuations.  The  Company's  stock  price  may be
adversely impacted by factors which




                                       15
<PAGE>

are unrelated or disproportionate  to the operating  performance of the Company.
The  trading  prices  of  many  technology  companies'  stocks  are  at or  near
historical  highs  and  reflect  price  earnings  ratios   substantially   above
historical  levels.  These  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 the
Company's common stock.


ITEM 2.  Description of Property

We are  presently  in the process of locating our  corporate  head office in the
United States.  We have not determined the location of our corporate head office
or entered into any lease for our corporate head office.

The business operations of our operating subsidiary, Worldbid Networks Ltd., are
conducted from leased premises in Victoria,  British Columbia,  Canada. Worldbid
Networks leases  approximately  5,000 square feet of office space at Suite 1100,
1175 Douglas Street,  Victoria,  British Columbia,  for a term expiring July 31,
2003. Our Worldbid web site  operations and  development  activities are carried
from these premises.

We do not have any policies  with respect to  investments  in real estate,  real
estate mortgages or securities of or interests in real estate investments. We do
not intend to engage in such activities.


ITEM 3.  Legal Proceedings

We are not a party to any pending legal  proceedings  and to our  knowledge,  no
legal proceedings are threatened or contemplated.


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

No matters were  submitted to our security  holders for a vote during the fiscal
year ended April 30, 2000.







                                       16
<PAGE>

                                     PART II

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

Market Information

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

Quarter                             High             Low
-------                             ----             ---
1st Quarter 2000                    N/A              N/A
2nd Quarter 2000                    N/A              N/A
3rd Quarter 2000                    $4.00            $2.00


The quotations reflect inter-dealer prices, without retail mark-up,  markdown or
commission and may not represent actual transactions.

The closing price of our common stock was $1.4375 on October 20, 2000.

There were 39 registered shareholders of our common stock as at July 24, 2000.

Dividends

We issued a stock dividend to our  shareholders of record on June 26, 2000. Each
shareholder of record was issued an additional one share of our common stock for
each share held prior to the record  date.  Our common  stock was  approved  for
trading on a post-split basis effective as of June 27, 2000. As a result of this
stock dividend,  the issued and outstanding shares of our common stock increased
from 7,250,000 shares to 14,500,000 shares.

The issuance of dividends to  shareholders  is at the discretion of our board of
directors.  We have not issued any cash dividends  since our inception and we do
not have plans to do so in the foreseeable future.

Recent Sales of Unregistered Securities

We completed the issuance of 3,000,000 common shares to Global Internet Holdings
at a deemed price of $0.01 per share pursuant to the  acquisition  agreement for
the Worldbid web site dated February 2, 1999. These shares were issued to Global
Internet  Holdings  pursuant to Section  4(2) of the 1933 Act.  Global  Internet
Holdings  is the  registered  and  beneficial  owner  or  more  than  10% of the
Company's  issued and outstanding  Common Stock.  The 3,000,000 shares of Common
Stock issued to Global Internet Holdings are "restricted"  shares, as defined in
the 1933 Act. Global Internet  Holdings is a private company a controlled by Mr.
Scott Wurtele, a director of the Company.

We  completed  an offering of  2,000,000  shares of our common stock to nine (9)
purchasers  at a price of $0.01 per share on February 15, 1999  pursuant to Rule
504 of  Regulation D of the Act. The offering was  completed to persons known to
our  officers and  directors.  We received  total  proceeds of $20,000 from this
offering. No commissions or fees were paid in connection with the offering.  Mr.
Logan Anderson, a director and our president, purchased 450,000 shares of our




                                       17
<PAGE>

common stock pursuant to this offering.  Mr. Howard Thomson,  a director and our
secretary and treasurer, purchased 50,000 shares of our common stock pursuant to
this offering.

We  completed an offering of 700,000  shares of our common  stock to  twenty-one
(21)  purchasers  at a price of $0.20 per share on February 17, 1999 pursuant to
Rule 504 of Regulation D of the Act. The offering was completed to persons known
to our officers and directors.  We received total proceeds of $140,000 from this
offering. No commissions or fees were paid in connection with the offering.

We completed an offering of 300,000 common shares to twelve (12) purchasers at a
price of $1.00 per share on March 31, 1999  pursuant to Rule 504 of Regulation D
of the Act.  The offering  was  completed  to persons  known to our officers and
directors.  We  received  total  proceeds  of $300,000  from this  offering.  No
commissions  or fees were  paid in  connection  with the  offering.  Mr.  Howard
Thomson,  a director and our secretary and treasurer,  purchased 5,000 shares of
our common stock pursuant to this offering.

We completed the sale of 1,250,000  units during the period from January 2000 to
June 2000 at a price of $1.25 per unit.  We raised total  proceeds of $1,203,750
from this  offering.  No  commissions  or fees were paid in connection  with the
offering.  All sales were completed  pursuant to Rule 506 of Regulation D of the
Act.  Each unit was  comprised  of one share of our  common  stock and one share
purchase  warrant.  In  aggregate,  a total of 1,250,000  shares and warrants to
purchase an additional  1,250,000  shares were issued.  As a result of the stock
dividend  described  below,  each purchaser was issued one additional  share for
each share  purchased  and the terms of the warrants  were amended in accordance
with  the  anti-dilution  provisions  of each  warrant.  As a  result  of  these
anti-dilution  provisions,  the warrants now  represent  the right to purchase a
total of  2,500,000  shares of our common  stock at a price of $0.75  during the
first year following the closing and at a price of $0.875 during the second year
following the closing.

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

We granted  options to  purchase a total of 915,000  shares of our common  stock
under the stock  option plan during the period from January 2000 through the end
of June 2000. These options were doubled after the stock dividend as a result of
the anti-dilution provisions of the option agreements.  Thus there are currently
options to  purchase  1,830,000  shares of our common  stock  outstanding.  Each
option  granted  is for a term of four  years  from  the  date of  grant  and is
exercisable  at price of $0.75 per share.  Of the  options  granted,  options to
purchase a total of 715,000  shares of our common stock are held by our officers
and directors.  Additional  options to purchase a total of 1,115,000  shares are
held by our employees and eligible consultants, each of which options is subject
to vesting over a period of four years from the date the employee or  consultant
joined us as an employee or consultant.

We completed the issue of 7,250,000  shares of our common stock upon  completion
of our stock dividend on June 26, 2000.  Each of our  shareholders  received one
additional share of our common stock for each share held as of June 26, 2000. We
did not receive any proceeds  from the issue of these shares of our common stock
to our shareholders.




                                       18
<PAGE>

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

Plan of Operation

Our   objective  is  to  establish   the  Worldbid  web  sites  as  the  premier
business-to-business  internet  websites  for world  trade.  We believe that the
achievement of this objective will result in increased usage of the Worldbid web
sites  by  businesses  and  increased  volumes  of  e-mail  notifications  being
transmitted  by us. The  achievement  of increased use of the Worldbid web sites
and transmission of e-mail notifications are essential components of our ability
to earn revenues and to be profitable.

Our plan of operations for the next 12-month period  involves  completion of the
following business objectives:

Increasing Sales of Advertising

The  Worldbid web sites  presently  receive more than one million page views per
month.  In  addition,  we  are  transmitting  in  excess  of  5  million  e-mail
notifications  in each month.  The primary  source of our current  revenue comes
from advertising on e-mail  notifications;  however, we are only earning revenue
on advertisements on a portion of the e-mail notifications that we transmit. Our
objective is to increase the amount of  advertising  revenue we receive  through
advertising on e-mail  transmissions in order to maximize the revenue  potential
of this income source.  We plan to develop  relationships  and arrangements with
advertising  agencies  and  advertisers  who are prepared to advertise on e-mail
notifications  transmitted  via the  Worldbid  web  sites.  We intend to use our
independent  audit reports of the usage of our Worldbid web sites as a basis for
increasing sales to advertisers directly and through advertising agencies. A key
component of our marketing  program will be our ability to focus  advertising on
targeted markets.

Implementation of Usage Fees for the Worldbid Web Sites

We are continuing to evaluate the  implementation of usage fees to be charged to
businesses  using the Worldbid web sites. Our plan is to continue to upgrade the
Worldbid  web  sites to  enable us to charge  usage  fees for  various  services
offered by us through the Worldbid web sites.  We plan to develop  software that
will enable us to invoice businesses and collect payments electronically through
our Worldbid web sites.

We will  continue to assess the  implementation  of various  different  forms of
usage fees  through  the next  twelve  months.  Specific  usage fees that we are
considering include charging businesses a monthly fee for access to the Worldbid
web sites,  charging  businesses  for e-mail  trade  notifications  received  in
response to postings on the Website,  and charging businesses for the ability to
access  information  on trade  notifications  via the  Worldbid  web sites.  The
implementation  of usage fees will depend on a number of factors,  including the
time at which  competitors  begin  charging  for their  services and the time at
which we consider that the information available to businesses on our Website is
of  sufficient  value  to  convince   businesses  to  pay  for  access  to  this
information.

In order to enable us to begin charging  businesses for access to information on
our Website,  we have  recently  modified our Website to require  businesses  to
register with us prior to posting any offers for sales or requests for tender on
our  Website.  This  registration  process is an  initial  step in being able to
charge businesses for access to information on our Website.




                                       19
<PAGE>

Marketing of the Worldbid Web Sites

We will attempt to increase the visibility and brand recognition of the Worldbid
web sites through a variety of marketing and promotional campaigns.  The purpose
of the marketing  and  promotional  campaigns  will be to increase the number of
businesses that are using the Worldbid web sites. The advertising  campaigns may
involve  advertising in conventional  print media and on complimentary  Internet
web sites.  The nature and extent of any  marketing  and  promotional  campaigns
conducted by us for the Worldbid  web sites will depend on the  availability  of
funding.

Partnerships for International Web Sites

We plan to initiate  partnership  programs  over the next twelve  months for the
development of our Worldbid  international web sites. We are attempting to enter
into  partnership  arrangements  with  electronic  commerce  businesses in other
countries for the  development  and  marketing of these web sites.  Specific web
sites  which  may  be  operated   under  a  partnership   program   include  the
worldbiduk.com,  worldbidafrica.com,  and  worldbidspain.com  web sites.  We are
pursuing partnership programs with potential e-commerce partners who have any of
the following:

     (i)   A developed user base of businesses;
     (ii)  Internet design and e-commerce experience;
     (iii) International trade connections;
     (iv)  Existing business-to-business e-commerce websites; and
     (v)   Local market business connections.

We  believe  that we can  offer  potential  partners  a  sophisticated  means of
enabling their clients to access valuable  international trade information.  Any
partnership program would be operated on a revenue sharing basis.


Upgrade of the Worldbid Web Sites

We plan to  continually  upgrade  the  Worldbid  web sites over the next  twelve
months in order to maintain our  competitive  position and to take  advantage of
new  technology.  We plan to introduce a redesigned  version of the Worldbid web
sites by August, 2000. The redesigned Website will offer users faster access and
more intuitive ease of use of the Worldbid web sites.

We  anticipate  that we  will  spend a  minimum  of  $3,000,000  over  the  next
twelve-month  period  in  pursing  our  stated  plan  of  operations.  Of  these
anticipated  expenditures,  we anticipate that approximately  $1,200,000 will be
spent  over the next six  months.  We may spend up to  $6,000,000  over the next
twelve-month  period  in  pursuing  our  stated  plan  of  operations  if we are
successful in achieving sufficient financing to support the expenditures.  If we
are  successful  in  achieving  sufficient  financing,  we  anticipate  that the
majority of the increase in expenditures  would be directed toward marketing and
promotion of the Worldbid web sites generally.  If we do not achieve  sufficient
funding,  then this marketing and  promotional  campaign would be scaled back to
reflect available funding.

We anticipate that we will hire approximately  twenty additional  employees over
the next twelve-month  period in implementing our stated plan of operations.  We
anticipate that these employees




                                       20
<PAGE>

will include be distributed equally between the business  development,  web site
operations, support staff and sales areas of our business.

Results Of Operations

We earned  revenues of $87,729 for the year ended April 30,  2000.  Our revenues
consisted   primarily  of  revenues  from   advertising   on  the  e-mail  trade
notifications.  Revenues  from  advertising  commenced  in August  1999.  Of the
revenues earned during the year,  revenues earned during the last quarter of the
year totaled  $56,568,  representing  64.5% of total  revenues for the year.  We
anticipate that revenue from  advertising  will increase if the number of e-mail
trade  notifications  that we send  continues to increase and if we can increase
the rate of paid advertising on our e-mail trade notifications.

Our  operating  expenses  were  $1,195,217  for the year ended  April 30,  2000,
compared to  operating  expenses of $71,572 for the period ended April 30, 1999.
Our increased operating expenses are the result of the expansion of our business
operations  during the year.  Significant  expenses  included  the hiring of new
employees,  the  establishment  of our  operating  office in  Victoria,  British
Columbia  and the  increased  cost of managing and  developing  the Worldbid web
sites. The increase in operating expenses compared to the period ended April 30,
1999 reflects  that fact that the operating  expenses for the period ended April
30, 1999  reflect  only three  months of active  operations.  We expect that our
operating   expenses   and  research  and   development   costs  will   increase
substantially as we attempt to expand our business operations in accordance with
our business plan and our stated plan of operations.

We recorded a net loss of $1,104,640 for the year ended April 30, 2000, compared
to a net loss of  $71,571  for the  period  ending  April  30,  1999.  This loss
reflects our increased  operating  expenses during the year and the fact that we
did not achieve material revenues during the year. The increase in loss compared
to the loss for the period ended April 30, 1999 also  reflects the fact that the
period ended April 30, 1999 reflects only three months of active operations.  We
anticipate  that losses will increase as we increase our  operating  expenses to
carry out our plan of  operations.  In  particular,  we recently  increased  our
advertising  expenses  associated with carrying out a marketing  campaign of our
business  and  the  Worldbid  web  sites.  There  is  no  assurance  that  these
advertising expenses will result in increased revenues.

Liquidity And Capital Resources

We had cash on hand of $86,911  and  working  capital of $34,186 as of April 30,
2000. Our monthly  operating  expenses have increased to approximately  $200,000
per month.  Our revenues have increased to  approximately  $30,000 per month and
are not  sufficient  to support our stated plan of  operations  or our  existing
operating expenses.

We  completed  the sale of units  consisting  of shares of our common  stock and
share purchase  warrants during the year ended April 30, 2000 for total proceeds
of $912,500.  We completed the sale of additional  units subsequent to April 30,
2000 for  additional  proceeds of  $291,250.  The funds raised from the offering
have been  applied  to fund our  working  capital  requirements  and to fund our
increased marketing campaign.

Our current  cash  reserves are only  sufficient  to enable us to operate for an
additional 2 months, assuming that our revenues remain constant. Accordingly, we
will  shortly  require  additional  financing if we are to continue our business
operations.  We anticipate  that any additional  financing  would be through the
sales of our common stock. We do not have any arrangements in




                                       21
<PAGE>

place for the sale of any of our common stock and there is no assurance  that we
will be able to achieve funding through the sales of our common stock.

We anticipate that we will continue to incur losses for the foreseeable  future.
We  base  this  expectation  in  part on the  expectation  that  we  will  incur
substantial  marketing and operating  expenses in completing  our stated plan of
operations.  Our future financial  results are also uncertain due to a number of
factors,  many of which are outside of our control.  These factors include,  but
are not limited to:

     (i)  our  ability to  increase  revenue  from  advertisements  from  e-mail
          notifications transmitted via the Worldbid web sites

    (ii)  our ability to implement usage fees for the Worldbid web sites without
          significantly reducing use of the Worldbid web sites and the number of
          e-mail trade notifications.;

    (iii) our  ability to achieve  funding,  which is  necessary  to achieve our
          stated plan of operations;

    (iv)  our  ability to compete  with  existing  and new  business-to-business
          electronic  commerce  web sites and the success of any  marketing  and
          promotional campaign which we conduct for the Worldbid web sites.

Our stated plan of operations includes  forward-looking  statements.  Our actual
results may differ materially from this stated plan of operations. Factors which
may cause our actual  results or our actual plan of  operations  to vary include
decisions of the board of directors  not to pursue the stated plan of operations
based on a  reassessment  by our board of  directors of the plan which is in our
best  interest,  change in the  internet  business  environment  and  changes in
general  economic  conditions and those factors which we have identified as risk
factors in this Form 10-KSB Annual Report.

Impact of the Year 2000 Issue

The "Year 2000 problem" arose because many existing  computer  programs use only
the last two digits to refer to a year. Therefore,  these computer programs were
not  expected to properly  recognize a year that begins with "20" instead of the
familiar  "19".  Many experts  believed that if not corrected this problem would
lead to  widespread  computer  failures.  The New  Year  commenced  in  January,
however, we have not experienced any adverse effects of this Year 2000 problem.



                                       22
<PAGE>

ITEM 7.  Financial Statements




                          INDEX TO FINANCIAL STATEMENTS
                                                                            Page
                                                                            ----

Independent Auditor's Report ................................................24

Consolidated Financial Statements:

  Consolidated Balance Sheet ................................................25

  Consolidated Statement of Operations
    and Accumulated Deficit .................................................26

  Consolidated Statement of Changes
    in Stockholders' Equity .................................................27

  Consolidated Statement of Cash Flows ......................................28

  Notes to Consolidated Financial Statements ................................29




                                       23
<PAGE>


                          INDEPENDENT AUDITORS' REPORT


To the Board of Directors
And Stockholders
Worldbid Corporation

In our opinion,  the  accompanying  consolidated  balance  sheet and the related
consolidated  statements  of  operations  and  accumulated  deficit,  changes in
stockholders'  equity,  and  statement  of cash  flows  present  fairly,  in all
material  respects,  the  financial  position  of Worldbid  Corporation  and its
subsidiary  for the year ended April 30, 2000 and for the period ended April 30,
1999, in conformity with accounting  principles generally accepted in the United
States.  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
of these statements in accordance with auditing standards  generally accepted in
the United  States,  which  require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the consolidated financial statements,  assessing
the accounting principles used and significant estimates made by management, and
evaluating the overall  financial  statement  presentation.  We believe that our
audits provide a reasonable basis for the opinion expressed above.

Our audit was made for the purpose of forming an opinion on the basic  financial
statements  taken  as  a  whole.  The  supplemental  consolidated  statement  of
operating  expenses is presented for the purposes of additional  analysis and is
not a required part of the basic financial  statements  and, in our opinion,  is
fairly  stated in all  material  respects  in  relation  to the basic  financial
statements taken as a whole.



/s/ Sarna & Company
Westlake Village, California
June 26, 2000




                                       24
<PAGE>

                       WORLDBID CORPORATION AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEET


                                                  APRIL 30
            ASSETS                        ------------------------
                                              2000        1999
                                          -----------  -----------
Current Assets
  Cash                                     $  86,911    $ 366,239
  Accounts Receivable                         39,772            0
                                          -----------  -----------
     Total Current Assets                    126,683      366,239

Property and Equipment
  Computer Software                           62,077       15,461
  Computer Equipment                         155,886            0
  Web Site                                    69,573       44,840
  Office Equipment                            43,073            0
                                          -----------  -----------
     Total Property and Equipment            330,609       60,301
     Less Accumulated Depreciation           (66,122)           0
                                          -----------  -----------
          Net Property and Equipment         264,487       60,301

Other Assets - Domain Names                    9,865            0
                                          -----------  -----------

TOTAL ASSETS                               $ 401,035    $ 426,540
                                          ===========  ===========

            LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
  Accounts Payable and Accrued Expenses    $  92,497    $   5,612
                                          -----------  -----------
     Total Current Liabilities                92,497        5,612

Stockholders' Equity
  Common Stock, $0.001 par value
    100,000,000 shares authorized,
    6,730,000 and 6,000,000 shares issued      6,730        6,000
  Additional Paid in Capital               1,478,020      486,500
Accumulated deficit                       (1,176,212)     (71,572)
                                          -----------  -----------
     Total Stockholders' Equity              308,538      420,928
                                          -----------  -----------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY                       $ 401,035    $ 426,540
                                          ===========  ===========


                 See Notes to Consolidated Financial Statements




                                       25
<PAGE>

                       WORLDBID CORPORATION AND SUBSIDIARY
          CONSOLIDATED STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT



                                                 YEAR ENDED       INCEPTION
                                                  APRIL 30        8/10/98 TO
                                                    2000           4/30/99
                                                ------------     ------------
Revenues                                        $    87,729               0

Operating Expenses                               (1,195,217)        (71,572)
                                                ------------     ------------

Loss Before Other Income                         (1,107,488)        (71,572)

Other Income - Interest                               2,848              (0)
                                                ------------     ------------
Loss Before Provision for
  Income Taxes                                   (1,104,640)        (71,572)

Provision for Income Taxes                               (0)             (0)
                                                ------------     ------------

Net Loss                                         (1,104,640)        (71,572)

Accumulated Deficit, Beginning of Period            (71,572)             (0)
                                                ------------     ------------

Accumulated Deficit, End of Period              $(1,176,212)     $  (71,572)
                                                ============     ============


Net Loss per Share                              $     (0.18)     $    (0.01)
                                                ============     ============

Weighted Average Shares Outstanding               6,020,000       5,025,000
                                                ============     ============


                 See Notes to Consolidated Financial Statements



                                       26
<PAGE>

                       WORLDBID CORPORATION AND SUBSIDIARY
            CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY


<TABLE>
                                  Common Stock
                                -----------------
                                                         Additional      Accumulated    Total
                                           Dollar        Paid in         Deficit        Stockholders'
                                Shares     Amount        Capital                        Equity
                               --------   --------     ------------    -------------  --------------
<S>                         <C>              <C>            <C>         <C>             <C>
Balances (INCEPTION)               --     $     --      $       --      $        --    $         --
  August 10, 1998

Common Stock Issued
  Worldbid.Com
  Web Site Acquisition
  February 2, 1999
  $.01 per share            3,000,000        3,000          27,000               --          30,000


Common Stock Issued
  February 15, 1999
  $.01 per share            2,000,000        2,000          18,000               --          20,000


Common Stock Issued
  February 17,1999
  $.20 per share              700,000          700         139,300               --         140,000


Common Stock Issued
  March 31, 1999
  $1.00 per share             300,000          300         299,700               --         300,000


Contributed Surplus
  Fair Market Value
  of Officer's Services
  Provided from February 15,
  1999 to April 30, 1999           --           --           2,500               --           2,500
                            ------------------------------------------------------------------------


Balances
  April 30, 1999            6,000,000     $  6,000      $  486,500       $  (71,572)   $    420,928


Common Stock Issued
  April 20, 2000
  $1.25 per share             730,000          730         991,520               --              --

Net Loss
  Period Ended
  April 30, 2000                   --           --              --       (1,104,640)       (112,390)

Balances
  April 30, 2000            6,730,000     $  6,730      $1,478,020     $ (1,176,212)   $    308,538
                            ========================================================================
</TABLE>


                 See Notes to Consolidated Financial Statements




                                       27
<PAGE>

                       WORLDBID CORPORATION AN SUBSIDIARY
                      CONSOLIDATED STATEMENT OF CASH FLOWS


                                                  YEAR ENDED       INCEPTION
                                                   APRIL 30        8/10/98 TO
                                                     2000           4/30/99
                                                -------------     ------------
Cash Flows from Operating Activities:

 Net Loss                                       $ (1,104,640)     $  (71,572)
  Adjustments to Reconcile Net Income to
   Net Cash Provided by Operating Activities
           Amortization                                1,096              --
           Depreciation                               66,122              --
      (Increase) Decrease in:
         Accounts Receivable                          39,772)             --
       Increase (Decrease) in:
         Accounts Payable and
           Accrued Expenses                           86,885           5,612
                                                -------------     ------------

     Net Cash Used by Operating Activities          (990,309)        (63,460)

Cash Flows from Investing Activities:

   Purchases of Property and Equipment              (270,308)        (30,301)
   Acquisition of Domain Names                       (10,961)             --
                                                -------------     ------------
     Net Cash Used by Investing Activities          (281,269)        (30,301)

Cash Flows from Financing Activities:

   Net Proceeds from the Issuance of
     Common Stock                                    992,250         460,000
                                                -------------     ------------
 Net Cash Provided by Financing Activities           992,250         460,000
                                                -------------     ------------

Net Increase (Decrease) in Cash                     (279,328)        366,239
Cash at Beginning of Period                          366,239              --
                                                -------------     ------------

Cash at End of Period                           $     86,911      $  366,239
                                                =============     ============


                 See Notes to Consolidated Financial Statements




                                       28
<PAGE>

                       WORLDBID CORPORATION AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

General
-------
Worldbid  Corporation  (the "Company" or "WBC") was originally  incorporated  on
August 10, 1998 in the state of Nevada as "Tethercam Systems,  Inc.". On January
15, 1999 the Company changed its name to Worldbid Corporation.

The Company is engaged in the business of facilitating  electronic  commerce via
the Internet. The company owns and operates an online business-to-business world
trade web site,  which is located on the  Internet  at  "www.Worldbid.com".  The
Worldbid web site facilitates business transactions on the Internet by providing
an organized and systematic  tool for business to post notices of goods for sale
and notices for the request  for tender of goods.  The Company  uses  electronic
e-mail  notifications  in order to enable  businesses  to connect  and  transact
business.  The Company  currently  earns  revenues  from  advertising  on e-mail
notifications, which are transmitted to businesses using the worldwide web site.
The  Company  plans to  increase  the  revenue  generating  capabilities  of its
Worldbid web site by charging fees to businesses  for services  provided via the
Worldbid web site.

Basis of Presentation
---------------------
The  consolidated  financial  statements  as  presented  include the accounts of
Worldbid Corporation and its subsidiary Worldbid Networks, Inc. All intercompany
balances have been eliminated.

The Company  reports revenue and expenses using the accrual method of accounting
for  financial  and tax  reporting  purposes.  All reported  amounts are in U.S.
dollars.

Use of Estimates
----------------
Management   uses  estimates  and   assumptions  in  preparing  these  financial
statements in accordance with generally accepted  accounting  principles.  Those
estimates and assumptions affect the reported amounts of assets and liabilities,
the disclosure of contingent  assets and liabilities,  and the reported revenues
and expenses.



                                       29
<PAGE>

                       WORLDBID CORPORATION AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)



NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
---------------------------------------------------------------

Pro Forma Compensation Expense
------------------------------
WBC accounts for costs of stock-based  compensation  in accordance  with APB No.
25,  "Accounting for Stock Based  Compensation"  instead of the fair value based
method in SFAS No. 123. No pro forma  compensation  expense is reported in these
financial statements.

Accounts Receivable
-------------------
No allowance  for  uncollectable  accounts  has been  provided.  Management  has
evaluated the accounts and believes they are all collectable.

Depreciation, Amortization and Capitalization
---------------------------------------------
The Company records  depreciation and amortization  when appropriate  using both
straight-line  and declining  balance methods over the estimated  useful life of
the assets (five to seven years).  Expenditures  for maintenance and repairs are
charged to expense as incurred.  Additions, major renewals and replacements that
increase the property's  useful life are capitalized.  Property sold or retired,
together  with  the  related  accumulated  depreciation,  is  removed  from  the
appropriate accounts and the resultant gain or loss is included in net income.

Impairment of Long-Lived Assets
-------------------------------
The Company evaluates the recoverability of long-lived assets in accordance with
Statement  of  Financial  Accounting  Standards  No.  121,  "Accounting  for the
Impairment of Long-Lived  Assets and for  Long-Lived  Assets to be disposed of".
SFAS No. 121 requires  recognition  of impairment  of  long-lived  assets in the
event the net book value of such assets exceeds the future  non-discounted  cash
flows attributable to such assets.




                                       30
<PAGE>

                       WORLDBID CORPORATION AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
---------------------------------------------------------------

Income Taxes
------------
The Company  accounts  for its income  taxes in  accordance  with  Statement  of
Financial  Accounting  Standards No. 109,  "Accounting for Income Taxes".  Under
Statement  109,  a  liability  method is used  whereby  deferred  tax assets and
liabilities are determined based on temporary differences between basis used for
financial reporting and income tax reporting purposes. Income taxes are provided
based on tax rates in effect at the time such temporary differences are expected
to reverse. A valuation allowance is provided for certain deferred tax assets if
it is more  likely than not,  that the  Company  will not realize the tax assets
through future operations.

Fair Value of Financial Instruments
-----------------------------------
Financial accounting Standards Statement No. 107,  "Disclosures About Fair Value
of Financial  Instruments",  requires the Company to disclose,  when  reasonably
attainable,  the fair  market  values of its assets and  liabilities,  which are
deemed to be financial instruments.  The Company's financial instruments consist
primarily of cash and certain investments.

Earnings Per Share Information
------------------------------
The Company  computes basic  earnings per share  information by dividing the net
loss  for  the  period  presented  by the  weighted  average  number  of  shares
outstanding  during such period.  Common share  equivalents  are not included in
this calculation if the effect of their inclusion is anti-dilutive.

Advertising Expense
-------------------
The company recognizes advertising expenses when incurred in accordance with SOP
93-7 "Reporting on Advertising Costs." As such, the Company expenses the cost of
producing  advertisements  at the time the production  occurs,  and expenses the
costs of communicating  advertising in the period in which the advertising space
or airtime is used.

Comprehensive Income
--------------------
Effective at  inception,  the Company  adopted the  provisions  of SFAS No. 130,
"Reporting  Comprehensive  Income."  SFAS  No.  130  establishes  standards  for
reporting  comprehensive  income and its  components  in  financial  statements.
Comprehensive  income,  as defined,  includes all changes in equity (net assets)
during a period from non-owner sources.  At April 30, 2000 and 1999, the Company
did not have  transactions  that were  required to be reported in  comprehensive
income.



                                       31
<PAGE>

                       WORLDBID CORPORATION AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
---------------------------------------------------------------

Recently Issued Accounting Pronouncements
-----------------------------------------
Recently issued accounting pronouncements will have no significant impact on the
Company and its reporting methods.

Capitalized Software
--------------------
Effective at inception,  the Company has adopted the provisions of SOP No. 98-1,
"Software  for  Internal  Use",  issued by the  American  Institute of Certified
Public  Accountants.  Accordingly the Company has capitalized  computer software
costs incurred during the application  development stage in accordance with this
standard.  These  capitalized  costs  consist  primarily  of  direct  materials,
services and payroll  related  costs  associated  with coding,  installation  to
hardware and testing of the Company's software. Costs incurred subsequent to the
Company's application development stage to enhance,  manage, monitor and operate
the Company's website are expensed as incurred.


NOTE 2 - ACQUISITION OF WORLDBID.COM
------------------------------------
On February 15, 1999 the Company acquired the web site  "worldbid.com"  together
with all software,  tangible and intellectual  assets and rights associated with
that site from Databoat  International Limited (Databoat).  This web site, which
consists  of software  and  registered  rights,  was  accounted  for as an asset
acquisition as are other software  purchases and development  costs. The Company
has issued to Databoat a total of  3,000,000  restricted  shares of common stock
(Databoat   Shares-Fair   Market  Value  $30,000)  pursuant  to  an  acquisition
agreement.  The  Company  has also  entered  into a  consulting  agreement  with
Databoat's  principal  stockholder,  Mr.  Scott  Wurtele and On-line  Design,  a
company controlled by him.




                                       32
<PAGE>

                       WORLDBID CORPORATION AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


NOTE 2 - ACQUISITION OF WORLDBID.COM - CONTINUED
------------------------------------------------
The Company and Databoat  have agreed that the  Databoat  Shares will be held in
escrow  for a period  of four  years on the terms  and  conditions  of an escrow
agreement  between the Company,  Databoat and Cane & Company,  the attorneys for
the company (the "Escrow  Agreement").  The Databoat  shares will be released to
Databoat in accordance with the Escrow Agreement,  commencing on the date, which
is one year from the date of closing on the following schedule.

      Anniversary of Closing Date               Number of Shares
      ---------------------------               ----------------
         February 15, 2000                      300,000 (Released on Schedule)
         February 15, 2001                      700,000 shares
         February 15, 2002                      1,000,000 shares
         February 15, 2003                      1,000,000 shares

Subsequent to the acquisition of Worldbid.com,  Databoat  International  Limited
changed its name to Global Internet Holdings Ltd.


NOTE 3 - PROVISION FOR INCOME TAXES
-----------------------------------
The  provision  for income  taxes for the year ended  April 30, 2000 and for the
period ended April 30, 1999  represents  the minimum state income tax expense of
the Company, which is not considered significant.

NOTE 4 - COMMITMENTS AND CONTINGENCIES
--------------------------------------

Operating Leases
----------------
The Company  leases  office space under a  noncancelable-operating  lease.  This
operating  lease  terminates  July  31,  2003.  In  connection  with  the  lease
arrangement,  the Company is  obligated  to make  rental  payments of $1,280 per
month with a scheduled increase to $1,365 effective August 1, 2002.

Future annual minimum rental commitments are as follows:

                        Year
                        2000            $10,240
                        2001            $15,360
                        2002            $15,785
                        2003            $ 9,555




                                       33
<PAGE>

                       WORLDBID CORPORATION AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


NOTE 4 - COMMITMENTS AND CONTINGENCIES - CONTINUED
--------------------------------------------------

Management Consulting Agreement
-------------------------------
The Company has entered into a consulting  agreement,  with  On-Line  Design,  a
British Columbia company owned 100% by Mr. Wurtele.  The Company has paid $5,000
per month for the contract term expiring  February 16, 2000. This obligation has
increased to $7,500 per month expiring  February 16, 2001. In exchange for these
payments,  On-Line Design provides  management and continued  development of the
Company's business.

Litigation
----------
The Company is not presently involved in any litigation.


NOTE 5 - RELATED PARTY TRANSACTIONS
-----------------------------------
The Company has entered into a consulting  agreement (see management  consulting
agreement),  with On-line  Design,  a company  controlled by Mr. Scott  Wurtele.
Databoat,  a major  stockholder of WBC, is also  controlled by Mr. Scott Wurtele
(see Acquisition of Worldbid.Com).


NOTE 6 - STOCK OPTION SUMMARY
-----------------------------
The following table summarizes  information  about stock options  outstanding at
April 30, 2000:

                                 Options Outstanding at April 30, 2000
                                 -------------------------------------
                           Exercise     Number of Shares       Remaining
                            Prices        Outstanding       Contractual Life
                           --------     ----------------    -----------------
Directors Plan             $ 1.50           317,500            4 Years

Employees &
 Consultants               $ 1.50           285,000            4 Years
                                            -------
                                            602,500
                                            =======





                                       34
<PAGE>

                       WORLDBID CORPORATION AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


NOTE 6 - STOCK OPTION SUMMARY - CONTINUED
-----------------------------------------

2000 Employee & Consultants Stock Option Plan
---------------------------------------------
On January 17,  2000,  the Board of Directors  and the Company  adopted the 2000
Stock  Option Plan and reserved  285,000  shares of Common Stock for issuance to
the  employees  and  consultants  of the  Company.  Each option will entitle the
holder to purchase  one share of common stock of the Company at a price of $1.50
per share for a four year term expiring on February 1, 2004,  subject to vesting
at 25% per year.

2000 Directors Stock Option Plan
--------------------------------
On January 17,  2000,  the Board of Directors  and the Company  adopted the 2000
Directors  Stock  Option Plan and  reserved  317,500  shares of Common Stock for
issuance to the directors of the Company. Each option will entitle the holder to
purchase  one share of common stock of the Company at a price of $1.50 per share
for a four-year  term  expiring on February 1, 2004.  All options will vest upon
execution of the option agreement.


NOTE 7 - SUBSEQUENT EVENTS
--------------------------
The Company  has issued  options to purchase  an  additional  312,500  shares to
employees and  consultants  during the period May 1, 2000 to June 23, 2000. Each
option is exercisable at a price of $1.50 per share for a four-year  period.  Of
the 312,500  options,  100,000 will vest upon execution of the option  agreement
and 212,500 are subject to vesting at 25% per year.

The Company completed the sale of an additional  520,000 units during the period
from  May 1,  2000 - June 23,  2000.  Each  unit  consists  of one  share of the
Company's Common Stock,  $0.001 par value and one share purchase  warrant.  Each
warrant is  exercisable  for a period of two years at a price of $1.50 per share
during  the first  year  following  closing  and at a price of $1.75  during the
second year following closing.

On June 26, 2000, the Company issued to each of the  shareholders of the Company
a  total  of one  additional  share  of the  Company's  common  stock  for  each
outstanding share of the Company's common stock held by each  shareholder.  Each
share will be deemed to be a validly issued, fully paid and non-assessable share
of the Company's common stock.






                                       35
<PAGE>

                                   PART III

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

Directors and Officers

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


Name                         Age            Office(s) Held
----                         ---            --------------

Scott Wurtele                54             Director and Chief Executive Officer

Logan Anderson               45             Director and President

Howard Thomson               53             Director, Chief Financial Officer,
                                            Secretary and Treasurer

Paul Wagorn                  31             Director and Chief Operating Officer


Scott  Wurtele  is the  Company's  chief  executive  officer.  Mr.  Wurtele  was
appointed as a director of the Company on September  10, 1999.  Mr.  Wurtele was
appointed as the Company's  chief  executive  officer on February 17, 2000. From
1992 to present, Mr. Wurtele has been the president and controlling  shareholder
of Global Internet  Holdings,  a private company founded by Mr. Wurtele in 1992.
Among other things,  Global Internet Holdings developed an Internet boating book
Worldbid  web site and  operated it for  several  years  before  selling it. Mr.
Wurtele was responsible  for the  development of Global Internet  Holdings as an
electronic commerce company, the production of a multi-media CD for boating book
publications and the establishment of the Global Internet Holdings' Worldbid web
site.  Prior to establishing  Global Internet  Holdings in 1992, Mr. Wurtele was
involved in construction and project  management for approximately 20 years. Mr.
Wurtele provides consulting services to the Company through On Line Design Ltd.,
a company of which Mr. Wurtele is sole shareholder, director, and officer.

Logan  Anderson is the  Company's  president.  Mr.  Anderson was  appointed as a
director of the Company and the  Company's  president  on August 10,  1998.  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




                                       36
<PAGE>

and  director of a number of private and public  companies in the past 12 years,
including PLC Systems, Inc. and 3D-Systems Inc.

Howard  Thomson  is  the  Company's  chief  financial  officer,   secretary  and
treasurer. Mr. Thomson was appointed a director of the Company and the Company's
secretary and treasurer on February 12, 1999.  Mr.  Thomson was appointed as the
Company's 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 is also a director of  Skinvisible,  Inc., a company which has
developed  and is  marketing an  anti-bacterial  skin care product and the whose
common stock is quoted on the National  Association  of Securities  Dealers' OTC
Bulletin Board.

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

Dr. Lloyd Baron is an independent director,  appointed to the Board of Directors
on September 20, 2000. Dr. Baron has been involved with  international  business
development  for over 25 years.  He has served as advisor to private  and public
organizations throughout North America as well as in Asia, Africa, the Caribbean
and Latin America. In 1985, he founded Horizon Pacific International and, as its
managing director,  assembled a team of consultants to facilitate joint ventures
between  emerging Asian  enterprises  and their  counterparts  in North America.
Since  1996,  Dr.  Baron  has  been  President  and  CEO  of  Autoship   Systems
Corporation,  a software  development company that is a market leader in several
marine industry  niches.  Dr. Baron is a graduate of Michigan  University,  M.A.
Economics, and McGill University, Ph.D. Economics.


Committees Of The Board Of Directors

The Company does not have an audit committee, compensation committee, nominating
committee,  an  executive  committee  of the  Board  of  Directors,  Stock  Plan
Committee or any other committees. However, the Board of Directors may establish
various committees during the current fiscal year.


Compensation Of Directors

Directors of the Company do not receive cash  compensation for their services as
directors or members of committees of the Board,  but are  reimbursed  for their
reasonable  expenses  incurred in  attending  Board or Committee  meetings.  The
Company's  2000 Stock  Option Plan permits the grant of options for the purchase
of  shares of Common  Stock to  directors  of the  Company.  See below  "Summary
Compensation  Table,  Stock Option Grants" for information about options granted
to Directors for the fiscal year ended April 30, 2000.




                                       37
<PAGE>

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,  as  provided  by
Article 330 of Chapter 78 "Private Corporations" of the Nevada Revised Statutes,
or until  removed from office in accordance  with the our by-laws.  Our officers
are  appointed  by our board of directors  and hold office until  removed by our
board of directors.


Section 16(a) Beneficial Ownership Reporting Compliance

The following  persons have failed to file, on a timely  basis,  the  identified
reports  required by section  16(a) of the  Exchange  Act during the most recent
fiscal year.

                                Number      Transactions      Known Failures
                                of Late     Not Timely        To File a Required
Name and Principal Position     Reports     Reported          Form
---------------------------     -------     --------          ------------------
Logan Anderson, Director         2          0                 None
  President
Howard Thomson, Director         2          0                 None
  Chief Financial Officer
  Secretary and Treasurer
Scott Wurtele, Director          2          0                 None
  Chief Executive Officer
Paul Wagorn, Director            2          0                 None
  Chief Operating Officer



ITEM 10. Executive Compensation

The following table sets forth certain  information as to the Company's  highest
paid executive  officers and directors for the Company's fiscal year ended April
30, 2000. No other  compensation was paid to any such officer or directors other
than the cash and stock option compensation set forth below.





                                       38
<PAGE>

<TABLE>
SUMMARY COMPENSATION TABLE
-------------------------------------------------------------------------------------------------------------
                             Annual Compensation               Long-Term Compensation
                             ------------------------------    -------------------------------------
                                                                                         Pay-
                                                               Awards                    outs
                                                               -----------------------  --------
                                                   Other                    Securities              All
                                                   Annual      Resticted    Under-                  Other
Name and                                           Compen-     Stock        lying                   Compen-
Principal                    Salary      Bonus     sation      Award(s)     Options/     LTIP       sation
Position            Year      ($)         ($)      ($)          ($)         SARs (#)    Payouts     ($)
-------------------------------------------------------------------------------------------------------------
<S>                 <C>      <C>        <C>       <C>          <C>         <C>          <C>         <C>
Scott               April    $66,250      nil       nil         nil         115,000       nil         nil
Wurtele,(1)         2000
Chief Executive
Officer and
Director
-------------------------------------------------------------------------------------------------------------
Logan               April     $8,000      nil       nil         nil         300,000       nil         nil
Anderson,           2000
President and
Director
-------------------------------------------------------------------------------------------------------------
Howard              April     $9,750      nil       nil         nil         150,000       nil         nil
Thomson,(2)         2000
Chief Financial
Officer,
Secretary/
Treasurer and
Director
-------------------------------------------------------------------------------------------------------------
Paul                April    $40,000      nil       nil         nil         150,000       nil         nil
Wagorn,(3)          2000
Chief Operating
Officer and
Director
-------------------------------------------------------------------------------------------------------------
</TABLE>

Notes:
     1)   Cash  compensation  attributed to Scott Wurtele was paid pursuant to a
          consulting  agreement with On Line Design Ltd., a company wholly-owned
          by Mr.  Wurtele.  Mr.  Wurtele was  appointed as the  Company's  chief
          executive officer on February 17, 2000.
     2)   Mr.  Thomson was  secretary  and  treasurer on February 12, 1999.  Mr.
          Thomson was  appointed as the  Company's  chief  financial  officer on
          February 17, 2000.
     3)   Mr. Wagorn was appointed chief operating officer on February 17, 2000.


Stock Option Grants

The following table sets forth information with respect to stock options granted
to each of the Company's directors and officers during the Company's most recent
fiscal year ended April 30, 2000:




                                       39
<PAGE>

<TABLE>
                          Common Shares    % of Total
                          under            Options/SARs         Exercise or Base
                          Options/SARs     Granted to           Price
                          Granted          Employees in         ($/Common Share)
Name                      #(1)             Financial Year                           Expiration Date
=======================================================================================================
<S>                       <C>              <C>                   <C>               <C>
Scott Wurtele,(2)          115,000             9.5%                $0.75            February 1, 2004
Chief Executive
Officer and Director
-------------------------------------------------------------------------------------------------------
Logan Anderson,            300,000             24.9%               $0.75            February 1, 2004
President and Director
-------------------------------------------------------------------------------------------------------
Howard                     150,000             12.5%               $0.75            February 1, 2004
Thomson,(3)
Chief Financial
Officer, Secretary/
Treasurer and Director
-------------------------------------------------------------------------------------------------------
Paul Wagorn,(4)            150,000             12.5%               $0.75            February 1, 2004
Chief Operating Officer
and Director
-------------------------------------------------------------------------------------------------------
</TABLE>

Notes:
     1)   Gives  effect  to the 2 share  for 1 share  stock  dividend  issued to
          shareholders of the Company on June 26, 2000.
     2)   Mr. Wurtele was appointed as the Company's chief executive  officer on
          February 17, 2000.
     3)   Mr.  Thomson was  secretary  and  treasurer on February 12, 1999.  Mr.
          Thomson was  appointed as the  Company's  chief  financial  officer on
          February 17, 2000.
     4)   Mr. Wagorn was appointed chief operating officer on February 17, 2000.


Exercises of Stock Options and Year-End Option Values

None of the options granted to any of the Company's  officers and directors have
been exercised.

The  following  is a summary  of the share  purchase  options  exercised  by our
officers,  directors and employees  during the financial year ended December 31,
1999:




                                       40
<PAGE>

<TABLE>
AGGREGATED OPTION/SAR EXERCISES DURING THE LAST
FINANCIAL YEAR END AND FINANCIAL YEAR-END OPTION/SAR VALUES
                                                                                           Value of Unexercised
                            Common Shares                            Unexercised Options   in-the-Money
                            Acquired on          Aggregate           at Financial          Options/SARs at
                            Exercise             Value Realized      Year-End (#)          Financial Year-End
Name                        (#)                  ($)                                       ($) (1)
----------------------------------------------------------------------------------------------------------------
<S>                         <C>                  <C>                  <C>                   <C>
Scott Wurtele,(2)             Nil                    N/A                 115,000                    N/A
Chief Executive Officer
and Director
----------------------------------------------------------------------------------------------------------------
Logan Anderson,               Nil                    N/A                 300,000                    N/A
President and Director
----------------------------------------------------------------------------------------------------------------
Howard Thomson,(3)            Nil                    N/A                 150,000                    N/A
Chief Financial  Officer,
Secretary/ Treasurer  and
Director
----------------------------------------------------------------------------------------------------------------
Paul Wagorn,(4)               Nil                    N/A                 150,000                    N/A
Chief Operating Officer
and Director
----------------------------------------------------------------------------------------------------------------
</TABLE>

Note:
     1)   There was no trading market for our shares at April 30, 2000.


Outstanding Stock Options

The following table shows the issued and  outstanding  stock options held by the
Company's  officers  and  directors,  and by each person known by the Company to
beneficially  own more than 5% of the  Company's  common  stock as of October 1,
2000.

<TABLE>
      Name         Exercise Price     No. of Options        Date of Grant       Vesting Date     Expiry Date
------------------------------------------------------------------------------------------------------------------
<S>                   <C>                <C>                <C>                <C>                 <C>
Scott Wurtele         $0.75              115,000             Feb. 1, 2000       Feb. 1, 2000        Feb. 1, 2004

Logan Anderson        $0.75              300,000             Feb. 1, 2000       Feb. 1, 2000        Feb. 1, 2004

Howard Thomson        $0.75              150,000             Feb. 1, 2000       Feb. 1, 2000        Feb. 1, 2004

Paul Wagorn           $0.75              70,000              Feb. 17, 2000      Feb. 17, 2000       Feb. 1, 2004

Lloyd Baron           $0.75              80,000              Jun. 24, 2000      Sep. 20, 2000       Jun. 24, 2004

Paul Wagorn           $0.75              20,000              Feb. 1, 2000       Sep. 20, 2000       Feb. 1, 2004

Paul Wagorn           $0.75              20,000              Feb. 1, 2000       May 1, 2001         Feb. 1, 2004

Paul Wagorn           $0.75              20,000              Feb. 1, 2000       May 1, 2001         Feb. 1, 2004

Paul Wagorn           $0.75              20,000              Feb. 1, 2000       May 1, 2001         Feb. 1, 2004

Harold Moll           $0.75              150,000             Jun.23, 2000       Jun. 23, 2000       Jun. 23, 2004
</TABLE>


In addition,  options have been granted  pursuant to the Company's  stock option
plan to Wendy  Wurtele  to  purchase a total of 60,000  shares of the  Company's
common stock and to Daniel  Wurtele to purchase a total of 60,000  shares of the
Company's  common stock.  Wendy Wurtele is the spouse of Scott  Wurtele.  Daniel
Wurtele  is  the  son of  Scott  Wurtele  and  Wendy  Wurtele.  Each  option  is
exercisable  at a price of $0.75 per share for a four-year term from the date of
grant.  In  addition,  each  option is subject to vesting  over a period of four
years from the



                                       41
<PAGE>

respective  date on which Wendy Wurtele or Daniel  Wurtele joined the Company as
an employee or consultant. Wendy Wurtele provides administration services to the
Company on a full-time basis.  Daniel Wurtele provides computer  programming and
web site development services to the Company on a full-time basis.


ITEM 11.  Security Ownership of Certain Beneficial Owners and Management

The following  table sets forth  certain  information  concerning  the number of
shares of our common stock owned beneficially as of October 1, 2000 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 (iii)
officers and directors as a group. Unless otherwise indicated,  the shareholders
listed  possess  sole  voting and  investment  power with  respect to the shares
shown.

<TABLE>
Title of Class                  Name and Address of                Amount and        Percentage of Class(1)
                                Beneficial Owner                   Nature of
                                                                   Beneficial
                                                                   Ownership
------------------------------------------------------------------------------------------------------------
         Officers and Directors
------------------------------------------------------------------------------------------------------------
<S>                             <C>                                <C>               <C>
Common Stock                    Global Internet Holdings Ltd./     5,975,540(3)             40.75%(3)
                                Scott Wurtele, (2)
                                1110 - 1175 Douglas Street
                                Victoria, British Columbia
                                Canada V8W 2E1
------------------------------------------------------------------------------------------------------------
Common Stock                    Logan Anderson,                    1,200,000(4)              8.08%(4)
                                1110 - 1175 Douglas Street
                                Victoria, British Columbia
                                Canada V8W 2E1
------------------------------------------------------------------------------------------------------------
Common Stock                    Howard Thomson,                      260,000(5)              1.77%(5)
                                1110 - 1175 Douglas Street
                                Victoria, British Columbia
                                Canada V8W 2E1
------------------------------------------------------------------------------------------------------------
Common Stock                    Paul Wagorn,                          90,000(6)              0.62%(6)
                                1110 - 1175 Douglas Street
                                Victoria, British Columbia
                                Canada V8W 2E1
------------------------------------------------------------------------------------------------------------
Common Stock                    Lloyd Baron,                          80,000(7)              0.55%(7)
                                1110 - 1175 Douglas Street
                                Victoria, British Columbia
                                Canada V8W 2E1
------------------------------------------------------------------------------------------------------------
         5% Shareholders
------------------------------------------------------------------------------------------------------------
Common Stock                    Harold C. Moll,                    1,600,000(8)             10.77%(8)
                                1110 - 1175 Douglas Street
                                Victoria, British Columbia
                                Canada V8W 2E1
------------------------------------------------------------------------------------------------------------
Common Stock                    Tibet Ltd.,                        1,580,000(9)             10.30%(9)
                                73 Front Street,
                                P.O. Box HM2908
                                Hamilton, Bermuda   HM LX
------------------------------------------------------------------------------------------------------------
Common Stock                    Zebrawood Holdings                 1,468,000(10)             9.60(10)
                                Saint Andrews Court
                                Fredrick Street Steps
                                Nassau, Bahamas  N4805
------------------------------------------------------------------------------------------------------------
Common Stock                    Abaderra Ltd.                      1,400,000(11)             9.30%(11)
                                27 Reid Street
                                Hamilton, Bermuda
------------------------------------------------------------------------------------------------------------
</TABLE>



                                       42
<PAGE>

<TABLE>
Title of Class                  Name and Address of                Amount and        Percentage of Class(1)
                                Beneficial Owner                   Nature of
                                                                   Beneficial
                                                                   Ownership
------------------------------------------------------------------------------------------------------------
Officers and Directors as a Group
------------------------------------------------------------------------------------------------------------
<S>                             <C>                                <C>               <C>
Common Stock                    Officers and Directors as a         7,620,000(12)          49.80%(12)
                                Group
                                (8 persons)
------------------------------------------------------------------------------------------------------------
</TABLE>

Notes:
     (1)  Based on 14,550,000  shares of Common Stock of the Company  issued and
          outstanding on October 1, 2000.
     (2)  Global  Internet  Holdings  Ltd.  (formerly,   Databoat  International
          Limited) is a private company  controlled by Scott Wurtele,  CEO and a
          director of the Company.  Global Internet Holdings Ltd. owns 5,860,540
          shares  of the  Company.  Scott  Wurtele  is the  President  of Global
          Internet  Holdings  Ltd.  and the  beneficial  owner of shares held by
          Global Internet Holdings Ltd.
     (3)  Includes  5,860,540  shares held by Global Internet  Holdings Ltd. and
          115,000 shares that are acquirable  upon the exercise of stock options
          held by Scott  Wurtele  within 60 days of October  1,  2000.  Does not
          include shares that are acquirable upon the exercise of stock options,
          which  Mr.  Wurtele  does  not  control,  held by Wendy  Wurtele,  Mr.
          Wurtele's wife, or Daniel Wurtele, his son.
     (4)  Includes 900,000 shares held by Logan Anderson and 300,000 shares that
          are  acquirable  upon the exercise of stock options by Logan  Anderson
          within 60 days of October 1, 2000.
     (5)  Includes 110,000 shares held by Howard Thomson and 150,000 shares that
          are  immediately  acquirable  upon the  exercise  of stock  options by
          Howard Thomson within 60 days of October 1, 2000.
     (6)  Consists of 90,000  shares that are  immediately  acquirable  upon the
          exercise of stock  options by Paul Wagorn within 60 days of October 1,
          2000.
     (7)  Consists of 80,000  shares that are  immediately  acquirable  upon the
          exercise of stock  options by Lloyd Baron within 60 days of October 1,
          2000.
     (8)  Includes  1,300,000 shares held by Harold Moll and 150,000 shares that
          are  immediately  acquirable  upon the  exercise of stock  options and
          150,000  shares that are  acquirable  upon the exercise of warrants by
          Harold Moll within 60 days of October 1, 2000.
     (9)  Includes  790,000  shares  held  by  Tibet  Ltd.  and  790,000  shares
          acquirable  upon the exercise of warrants within 60 days of October 1,
          2000.
     (10) Includes 734,000 shares held by Zebrawood  Holdings and 734,000 shares
          acquirable  upon the exercise of warrants within 60 days of October 1,
          2000.
     (11) Includes  900,000  shares held by  Abaderra  Ltd.  and 500,000  shares
          acquirable  upon the exercise of warrants within 60 days of October 1,
          2000.
     (12) Includes (a) 5,860,540  shares held by Global  Internet  Holdings Ltd.
          and 115,000  shares  that are  acquirable  upon the  exercise of stock
          options held by Scott Wurtele  within 60 days of October 1, 2000;  (b)
          900,000  shares held by Logan  Anderson  and  300,000  shares that are
          acquirable upon the exercise of stock options by Logan Anderson within
          60 days of October 1, 2000;  (c) 110,000 shares held by Howard Thomson
          and 150,000 shares that are  immediately  acquirable upon the exercise
          of stock options by Howard  Thomson within 60 days of October 1, 2000;
          (d) 90,000 shares that are immediately acquirable upon the exercise of
          stock  options by Paul Wagorn  within 60 days of October 1, 2000;  (e)
          80,000 shares that are  acquirable  upon the exercise of stock options
          by Lloyd  Baron  within 60 days of  October  1,  2000;  and (f) 15,000
          shares  that are  immediately  acquirable  upon the  exercise of stock
          options by other  officers of the Company within 60 days of October 1,
          2000



                                       43
<PAGE>

Except as otherwise  noted,  it is believed by the Company that all persons have
full voting and investment power with respect to the shares indicated. Under the
rules of the Securities and Exchange Commission,  a person (or group of persons)
is deemed to be a  "beneficial  owner" of a security  if he or she,  directly or
indirectly,  has or shares  the power to vote or to  direct  the  voting of such
security,  or the power to  dispose  of or to  direct  the  disposition  of such
security.  Accordingly,  more than one person  may be deemed to be a  beneficial
owner of the same security.  A person is also deemed to be a beneficial owner of
any security, which that person has the right to acquire within 60 days, such as
options or warrants to purchase the Common Stock of the Company.

Security Ownership of Management.

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


ITEM 12.  Certain Relationships and Related Transactions.

Except as set forth below, none of the directors or officers of the Company, nor
any proposed  nominee for election as a director of the Company,  nor any person
who beneficially owns, directly or indirectly,  shares carrying more than 10% of
the voting rights  attached to all  outstanding  shares of the Company,  nor any
promoter of the  Company,  nor any  relative  or spouse of any of the  foregoing
persons has any material interest,  direct or indirect, in any transaction since
the date of the Company's incorporation or in any presently proposed transaction
which, in either case, has or will materially affect the Company.

We acquired the Worldbid web site from Global Internet Holdings in consideration
for the issue to Global  Internet  Holdings of a total of  3,000,000  restricted
shares of our common stock.  See Item 1. - Description of Business - Acquisition
of Worldbid  Internet  Business.  Global Internet  Holdings is a private company
controlled by Scott Wurtele,  our chief  executive  officer and a director.  Mr.
Wurtele is the sole director of Global Internet Holdings and is the president of
Global Internet  Holdings.  Mr. Wurtele is the registered  owner of 70.5% of the
voting common shares of Global Internet Holdings.  Wendy Wurtele,  the spouse of
Scott  Wurtele,  is the  owner of 13.1% of the  voting  common  shares of Global
Internet Holdings.  Daniel Wurtele,  the son of Scott Wurtele and Wendy Wurtele,
is the owner of 2.6% of the voting common shares of Global Internet Holdings.

We have entered  into a consulting  agreement  with Mr.  Wurtele.  See Item 1. -
Description of Business - Employees.

We have entered into an employment agreement with Logan Anderson,  our president
and a director. See Item 1. - Description of Business - Employees.

We have entered into an  employment  agreement  with Howard  Thomson,  our chief
financial  officer,  secretary  and  treasurer  and a  director.  See  Item 1. -
Description of Business - Employees.

We have  entered  into an  employment  agreement  with  Paul  Wagorn,  our chief
operating  officer  and a  director.  See Item 1. -  Description  of  Business -
Employees.



                                       44
<PAGE>

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


Exhibits            Description
--------            -----------

Exhibit 2.1:        Articles of Incorporation*

Exhibit 2.2:        Certificate of Amendment of Articles of Incorporation*

Exhibit 2.3:        By-Laws of the Company*

Exhibit 3.1:        Specimen Stock Certificate*

Exhibit 6.1:        Acquisition  Agreement between the Company,  Global Internet
                    Holdings  International  Limited  and  Scott  Wurtele  dated
                    February 1, 1999*

Exhibit 6.2:        Original Management Consulting Agreement between the Company
                    and On Line Design Ltd. dated February 16, 1999*

Exhibit 6.3:        Acquisition Amendment Agreement between the Company,  Global
                    Internet Holdings International Limited, On Line Design Ltd.
                    and Scott Wurtele dated September 10, 1999*

Exhibit 6.4:        Employment  Agreement between the Company and Logan Anderson
                    dated August 31, 1999*

Exhibit 6.5:        Employment  Agreement between the Company and Howard Thomson
                    dated August 31, 1999*

Exhibit 6.6:        Amended Management Consulting Agreement between the Company,
                    On Line Design Ltd. and Scott  Wurtele  dated  September 10,
                    1999*

Exhibit 9.1:        Escrow Agreement  between the Company,  Cane & Company,  LLC
                    and Global  Internet  Holdings  International  Limited dated
                    February 16, 1999*

Exhibit 9.2:        Amended  Escrow  Agreement  between  the  Company,   Cane  &
                    Company,  LLC and  Global  Internet  Holdings  International
                    Limited dated September 10, 1999*

Exhibit 23.1:       Consent of Sarna & Company, Certified Public Accountants

Exhibit 27.1:       Financial Data Schedule
----------------

*    Incorporated  by  reference  from  our   registration   statement  on  Form
     10-SB12G/A  filed  with the  commission  on  November  30,  1999  (File No.
     0-26729)



                                       45
<PAGE>

Financial Statements

See Part II, Item 7.


Reports on Form 8-K

None.














                                       46
<PAGE>


                                   SIGNATURES

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

WORLDBID CORPORATION


By:  /s/ Logan Anderson
     ---------------------------------
     Logan Anderson, Director                           Date:  October 20, 2000
     President


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


By:  /s/ Logan Anderson
     ---------------------------------
     Logan Anderson, Director                           Date:  October 20, 2000
     President



By:  /s/ Scott Wurtele
     ---------------------------------
     Scott Wurtele, Director                            Date:  October 20, 2000
     Chief Executive Officer



By:  /s/ Howard Thomson
     ---------------------------------
     Howard Thomson, Director                           Date:  October 20, 2000
     Chief Financial Officer, Secretary
     and Treasurer


By:  /s/ Paul Wagorn
     ---------------------------------
     Paul Wagorn, Director                              Date:  October 20, 2000
     Chief Operating Officer




                                       47
<PAGE>


                                  EXHIBIT INDEX



Exhibits            Description
--------            -----------

Exhibit 2.1:        Articles of Incorporation*

Exhibit 2.2:        Certificate of Amendment of Articles of Incorporation*

Exhibit 2.3:        By-Laws of the Company*

Exhibit 3.1:        Specimen Stock Certificate*

Exhibit 6.1:        Acquisition  Agreement between the Company,  Global Internet
                    Holdings  International  Limited  and  Scott  Wurtele  dated
                    February 1, 1999*

Exhibit 6.2:        Original Management Consulting Agreement between the Company
                    and On Line Design Ltd. dated February 16, 1999*

Exhibit 6.3:        Acquisition Amendment Agreement between the Company,  Global
                    Internet Holdings International Limited, On Line Design Ltd.
                    and Scott Wurtele dated September 10, 1999*

Exhibit 6.4:        Employment  Agreement between the Company and Logan Anderson
                    dated August 31, 1999*

Exhibit 6.5:        Employment  Agreement between the Company and Howard Thomson
                    dated August 31, 1999*

Exhibit 6.6:        Amended Management Consulting Agreement between the Company,
                    On Line Design Ltd. and Scott  Wurtele  dated  September 10,
                    1999*

Exhibit 9.1:        Escrow Agreement  between the Company,  Cane & Company,  LLC
                    and Global  Internet  Holdings  International  Limited dated
                    February 16, 1999*

Exhibit 9.2:        Amended  Escrow  Agreement  between  the  Company,   Cane  &
                    Company,  LLC and  Global  Internet  Holdings  International
                    Limited dated September 10, 1999*

Exhibit 23.1:       Consent of Sarna & Company, Certified Public Accountants

Exhibit 27.1:       Financial Data Schedule
----------------

*    Incorporated  by  reference  from  our   registration   statement  on  Form
     10-SB12G/A  filed  with the  commission  on  November  30,  1999  (File No.
     0-26729)