<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

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

        For  the  fiscal  year  ended  April  30,  2002
                               ----------------

[ ]     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.  0-26729
                               -------

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

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

810 Peace Portal Drive, Suite 201
Blaine, Washington                                   98230
-------------------                                  -----
(Address of principal executive offices)             (Zip Code)

Registrant's telephone number, including area code:  (360) 332-1752
                                                     ---------------

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

Securities  registered  pursuant  to  Section 12 (g) of the Act:     100,000,000
shares  of  common  stock

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  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  the  fiscal  year  ended  April  30,  2002  were  $342,383.

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 31, 2002
is  $176,344.

The  number  of  shares  of the issuer's Common Stock outstanding as of July 31,
2002  is  24,155,955  shares.

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

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                                TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----

PART  I

Item 1.          Description  of  Business                                   3
Item 2.          Description  of  Property                                   19
Item 3.          Legal  Proceedings                                          19
Item 4.          Submission of Matters to a Vote of Security Holders         20

PART  II

Item 5.          Market  for  Common  Equity  and
                 Related  Stockholder  Matters                               20
Item 6.          Management's  Discussion  and  Analysis
                 Or  Plan  of  Operation                                     22
Item 7.          Financial  Statements                                       27
Item 8.          Changes  in  and  Disagreements  with  Accountants
                 on  Accounting  and  Financial  Disclosure                  35

PART  III

Item 9.          Directors  and  Executive  Officers,  Promoters
                 and  Control  Persons;  Compliance  with
                 Section  16(a)  of  the  Exchange  Act                      36
Item 10.         Executive  Compensation                                     38
Item 11.         Security Ownership of Certain Beneficial Owners
                 And  Management                                             42
Item 12.         Certain  Relationships  and  Related  Transactions          45
Item 13.         Exhibits  and  Reports  on  Form  8-K                       47

SIGNATURES                                                                   50



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                                     PART I

Certain  statements  contained  in  this Form 10-KSB constitute "forward-looking
statements"  within the meaning of Section 27A of the Securities Act of 1933, as
amended  (the  "Securities  Act"),  and  Section  21E of the Exchange Act. These
statements,  identified  by  words  such  as  "plan",  "anticipate,"  "believe,"
"estimate," "should," "expect" and similar expressions, include our expectations
and  objectives  regarding  our future financial position, operating results and
business strategy. These statements reflect the current views of management with
respect  to  future  events  and  are  subject to risks, uncertainties and other
factors  that  may  cause  our  actual  results, performance or achievements, or
industry  results,  to  be  materially  different  from  those  described in the
forward-looking statements. Such risks and uncertainties include those set forth
under  the  caption  "Management's Discussion and Analysis or Plan of Operation"
and  elsewhere  in  this  Form  10-KSB.  We  do  not  intend  to  update  the
forward-looking  information to reflect actual results or changes in the factors
affecting  such  forward-looking  information.


ITEM  1.          Description  of  Business

COMPANY  OVERVIEW

Worldbid  Corporation  ("We"  or  "Worldbid") owns and operates an international
business-to-business  and  government-to-business  facilitation  service,  which
combines proprietary software with the power of the Internet to bring buyers and
sellers together from around the world for interactive trade. We were founded on
the  basis  of  a simple premise: small, mid-sized and even large companies face
numerous  linguistic,  cultural  and logistical barriers when trying to find new
buyers  nationally  and internationally or when trying to develop new sources of
products  or  materials  nationally  and  internationally.  We have designed our
Worldbid.com  Internet  web  site  to  enable  companies throughout the world to
procure,  source  (buy)  and  tender (sell) products and services nationally and
internationally.

Recent  Developments

Our inability to achieve substantial financing since the beginning of our fiscal
year ended April 30, 2002 has forced us to reduce our business operations and to
forgo  our  marketing  and advertising plans.  We believe that market conditions
and  the  unwillingness of investors to finance junior technology companies such
as  Worldbid  have contributed to our inability to raise additional capital.  We
have undertaken the following measures to reduce our operating costs in order to
reflect  our  inability  to  achieve  substantial  financing:

1.   We  have  determined  not to proceed with planned marketing and advertising
     plans;
2.   We  have  reduced  our  staffing  levels to six full-time contract and five
     part-time  personnel;
3.   We  have  given  up  our  operations  office in Victoria, British Columbia;
4.   We  have  relocated our web site servers from our offices to the offices of
     an  arms  length  Internet  service  provider;
5.   We  have  undertaken  an  offering  of  secured convertible notes and share
     purchase  warrants  in  an  effort  to  obtain  financing.
6.   We  have  generally  attempted  to  lower  all  our  operating  costs.
7.   We  have  cancelled  partnership agreements that did not provide sufficient
     income  to cover costs, including our arrangements with The Times of London
     and  Forbes.
8.   We  have  determined  to  limit  new partnership arrangements to those that
     provide  an  immediate  revenue  stream.

We  have  been  successful  in  substantially reducing our operating costs while
increasing  our  revenues during the fiscal year ended April 30, 2002.  However,
we  continue  to  have  a  working  capital  deficit  and  we require additional
financing  for  us  to  continue  our  operations.


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CORPORATE  ORGANIZATION

Incorporation

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

Subsidiaries

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


INDUSTRY  BACKGROUND

Growth  of  Online  Electronic  Commerce

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

Our  Market  Opportunity

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

A.   Traditional  media,  such as trade publications and print media, are costly
     and  offer  limited  circulation;

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

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

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


THE  WORLDBID  WEB  SITES

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

Development  of  the  Worldbid  Web  Sites

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


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

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

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

Registration

Each  business  that  wishes  to  take  advantage  of  the Worldbid web sites is
required  to  register with us and pay a subscription prior to posting any offer
to  sell  or  request  for tender. Businesses are required to register during an
on-line Internet session. Each business is required to provide basic information
regarding  their  business  and identity and to complete a simple questionnaire.
After  registration  and  payment,  a  business  is permitted to post notices of
offers, view notices posted by other businesses and receive e-mail notifications
of  offers  from  other  businesses.

Buyers

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

Sellers

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


Requests  for  E-Mail  Notifications

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


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Current  Use  of  the  Worldbid  Web  Site

We  launched  the  Worldbid  Web  Site  in  January  1999. Since its launch, the
Worldbid  web  site  has  grown  to  its present traffic volume of approximately
460,000  trade  leads  in  more than 1,100 PWPaul Wagornthis is now 1100separate
industry  categories  and  sub-categories.  The  average dollar amount of posted
trade  lead offers is $2 million. Approximately 100,000 PWPaul Wagornthis is now
100,000  companies have signed up as registered users of the Worldbid web sites,
of  which  only a portion are paying subscribers as we determined to grandfather
all  users  who  registered  prior  to  our implementation of subscription fees.
Currently, new companies are registering as members of our Worldbid web sites at
the  rate  of  approximately  90  per  day.  The  Worldbid  web  sites  receive
approximately  1  million page views each month, have generally between 300-1000
trade  opportunities posted each day, and over 6 million trade notifications per
month  are  emailed  out  to  registered businesses who have requested them. Our
experience  is  that approximately 75% of the businesses that have registered to
use  our  Worldbid  web  sites  are residents of countries outside of the United
States.


FEATURES  OF  THE  WORLDBID  WEB  SITES

Categories

The  Worldbid  web  sites  have  a  broad  variety  of  business  categories and
sub-categories (currently numbering over 1,100PWPaul Wagorn1100), allowing us to
serve  a  wide variety of business and government users.  Users can also request
additional  categories  and sub-categories. We believe that this flexible format
enables us to attract a broad range of businesses that presently do not have any
conventional  means  of  requesting  tenders  or  obtaining  requests  for their
products  or  services.  The global nature of the Internet and its ability to be
accessed  throughout  the  world  enable  the  Worldbid  web sites to be used by
businesses  to  access  markets  outside  their  geographic  region.

Company  Showrooms



We have developed a service that allows our registered users to build a "company
showroom,"  or  product catalogue, on our Worldbid web site and be listed in the
company  directory that we have generated. This service, which has quickly grown
to  include over 4,700 PWPaul Wagorn4700company showrooms, allows our registered
users  a  highly economic method of displaying their products in a sophisticated
and  professional  manner,  drawing  in  new  buyers  for  their  products.

Request-for-Quote  ("RFQ")  Engine

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

Bid  Document  Storage

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

Transaction  Completion  Facilitation

To  date  we  have  not  engaged  in facilitating the completion of transactions
initiated  between  businesses through the Worldbid web sites.  The Worldbid web
sites  have  been  a  means  for  interested parties to make contacts and pursue
negotiations  between  themselves.  We are currently exploring the addition of a
value  added,  fee based service in which we, or a contracted third party, would
offer  limited  facilitation assistance to


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some transactions. We entered into an agreement in July 2002 with an arms length
party  that  will  provide  us  with  the  ability  to  us  to  provide monetary
transactions  between  members. We plan to integrate this functionality into our
Worldbid  web  sites.

Screening  of  Notices

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


THE  WORLDBID  NETWORK  OF  WEB  SITES

Overview

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

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

Sub-Site  Strategic  Alliance  Agreements

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

We  evaluate  potential  partners  on  the  following  important  criteria:

-     Number  of  registered  users
-     Number  of  paying  users
-     Number  and  quality  of  trade  leads
-     Homepage  traffic
-     Company  longevity,  financing,  and  reputation
-     Talent  and  experience  of  personnel
-     Web-Site  content
-     Advertising  contacts,  and
-     Business  partnerships.

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

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


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

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

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

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

Current  Regional  Worldbid  Web  Sites

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

We had entered into approximately eight sub-site strategic alliance arrangements
to provide for the development of international Worldbid web sites with regional
partners.  We  determined  in our fiscal year ended April 30, 2002 to scale back
the  number  of  strategic  alliance arrangements to limit these arrangements to
those  international  sites  that  are generating revenue. Our current strategic
alliance  arrangements are limited to the following international web sites: (I)
worldbidmiddleast.com.  (ii)  worldbidafrica.com.  (iii)  worldbiditaly.com. and
(iv)  worldbidargentina.com.PWPaul WagornAlthough some contracts still remain in
effect,  we  really  only  have revenue-generating partnerships with middleeast,
Africa,  and  to  a  lesser  extent,  Italy  and  argentina.

Our partnership arrangements for these Worldbid regional sub-sites are described
as  follows:

1.   We  have  entered into an arrangement with Tradeworld.net for the operation
     and  marketing  of  our  WorldbidAfrica.com  web  site.  TradeWorld.net
     (www.tradeworld.net) is jointly owned by prominent South African businesses
     Johnnic  and Rainbow Software International (RSI). This group has a 60-year
     history  of  connecting  trading  partners  in  Africa and comprises one of
     thecontinent's  largest  business-to-business  trade  companies. TradeWorld
     currently  has  4,500  paying  subscribers.

2.   We  have  entered  into  an arrangement with International Business Trading
     Company  ("IBT")  for  the  operation  and  marketing  of  our
     WorlbidMiddleEast.com  web  site.  IBT  is  a  Kuwaiti  based  conglomerate
     business with partnerships with several multinational corporations. IBT has
     entered  into  a "super regional" partnership with us respecting the entire
     Arabian  Middle-East  and  Iran,  covering  15 sub-sites in three languages
     (English,  Arabic,  and  Persian).

3.   We  have  entered  into  an  arrangement  with  Jais  International for the
     operation  and  marketing  of  our  WorlbidArgentina.com  web  site.  Jais
     International  has  been  facilitating  national and international


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     trade in Argentina since 1978. Jais International offers trade sourcing and
     quoting  services  for  companies  in  Argentina  and  around  the  world.

4.   We  have entered into an arrangement with Stelnet SRL for the operation and
     marketing of our WorlbidItaly.com web site. StelNet SRL is a pioneer in the
     Italian  B2B  market  offering information brokerage and has offered export
     promotion  services  since  1986.  StelNet  SRL  currently  has 50 regional
     offices  located  throughout Italy and is actively extending its network of
     Italian  affiliates.


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

Technical  Features  of  Worldbid  Network

Our  regional  sub-sites  currently  comprise  user  interfaces in 12 languages:
English,  Spanish, French, Simplified Chinese, Japanese, Korean, Dutch, Italian,
Portuguese,  Romanian, Russian, Turkish, Our industry sub-sites' user interfaces
are  currently  all  in  English.  We  have recently begun accepting trade leads
posted  in  languages other than English, and are considering possibly providing
translation  services  for  trade  leads  in  the  future.

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

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


REVENUES

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

1.   sales  of  membership  subscriptions  to  businesses using our Worldbid web
     site;

2.   sales  of  data  gathered  from  our  Worldbid  web  sites;

3.   sales  of  advertising placed on our Worldbid web sites and on e-mail trade
     notifications that are transmitted via the Worldbid web site to businesses.

We  also  earn  revenues through revenue sharing arrangements for web sites that
are  operated pursuant to a partnership or strategic alliance arrangement. These
revenues  currently  account  for  approximately  27%  of  our  revenues and are
comprised  primarily  of  upfront  fees  paid  in  connection  with  web  site
development.


                                       9

<PAGE>



Membership  Subscription  Fees

Earlier  in  2001,  we  commenced  the  process of changing the structure of the
Worldbid  web  sites from a free service to a fee-paying subscription membership
structure. We are currently selling membership subscriptions for the parent site
for  USD$599  PWPaul  Wagornnow $599per annum to new subscribers. The membership
fee  is  payable  in monthly, quarterly, or annual installments. PWPaul Wagornno
trial period anymore. We are also systematically contacting new members with the
objective  of  converting them into paying members.  The sub-sites vary in their
membership  subscription fees .  We have determine to stop our previous practice
of  offering free trial periods to prospective new membersWe have continued our
determination  not  to require those original members who signed up prior to our
implementation  of  subscription  fees  to  pay  subscription  membership  fees.
Accordingly,  we  only  earn  subscription  membership fees from new members and
those existing members who agree to pay subscription membership fees.  We may in
the  future  determine to impose the payment of a subscription membership fee on
our  original  members as a condition of their continued use of the Worldbid web
sites.

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

Revenues  from  sales  of  membership  subscriptions  currently  account  for
approximately  66%  of  our  revenues.

Data  Mining

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

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

Revenues  from  sales  of  data  mining  information  currently  accounts  for
approximately  5%  of  our  revenues.

Advertising  Revenues

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

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

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


                                       10


<PAGE>

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

Revenues  from  sales  of advertising currently accounts for less than 2% of our
revenues.  Accordingly,  while  we  continue  to  plan  to  generate advertising
revenues,  we do not regard advertising revenues as a principal component of our
future  revenues.

Future  Revenue  Streams

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

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


MARKETING  AND  SALES  STRATEGY

Referral  Arrangements

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

We  have  recently  entered  into  the  following  referral  arrangements:

1.   We  have  entered  into  a  referral  agreement  with  the  Federation  of
     International  Trade Associations (FITA). We have created a customized site
     that  includes  all  of the functionality of Worldbid's parent site and the
     colors  are  styled after FITA's website. This site is entitled "FITA's Buy
     Sell Exchange". Under this agreement FITA agrees to aggressively market the
     customized  site  through  well  placed  links  on fita.org website, and by
     featuring  the  customized  site  in  FITA's  bi-weekly  email  newsletter.
     Worldbid shares subscription and advertising revenue that is generated from
     the  customized site. The term of this agreement is one year with automatic
     renewal  unless  written  notice  is  provided  by  either  party.

2.   We  have  entered  into  a  referral agreement with Bizprolink Corporation.
     Bizprolink  represents  its  website,  www.bizprolink.com,  which  contains
                                            ------------------
     private  label,  industry  specific  communities.  It  represents  AOL's
     netbusiness  center.  Under  this  agreement  Bizprolink  and Netbusiness's
     industry sites include a call to action statement that links to a site that
     contains  sample  trade  leads from


                                       11

<PAGE>

     Worldbid.  This  content is framed by the partner's site. The user can then
     continue  through  the  registration process which invites them to become a
     member  of  Worldbid's  parent  site.  Worldbid  shares revenue on all paid
     memberships with Bizprolink. Bizprolink and netbusiness aggressively market
     Worldbid's  content  through  newsletters  and special promotions. Worldbid
     hosts  and  maintains  the  framed  content and Worldbid's sales team is in
     charge  of  all sales and customer service related to the site. The term of
     this  agreement is one year with automatic renewal unless written notice is
     provided  by  either  party.

3.   Worldbid  has  recently  (July,  2002)  entered  into  a strategic alliance
     agreement  with  Cambridge  Mercantile  Corporation,  a  foreign  exchange
     brokerage  in  Ontario,  Canada. Under the agreement Cambridge will provide
     Worldbid  with  a  co-branded  global  payments  services platform that can
     execute  spot  and  forward  currency deals, global payments in the form of
     wire  transfers  and bank drafts, and multi currency accounts. Worldbid has
     agreed  to  market  these  global  payment services to its new and existing
     clients.  Cambridge  has  agreed  to  share  with  Worldbid revenue that is
     generated  via the online platform as well as revenue from clients that are
     referred  directly  to  Cambridge  from  Worldbid.

Our  previous announced referral agreement with Forbes was terminated during the
year  ended  April  30, 2002 by us based on our determination that this referral
arrangement  was  not  generating  sufficient  revenues  to cover the associated
expenses.  The  agreement  was  terminated  without  penalty.

Our previously announced referral agreement with Microsoft has generated minimal
revenues  to  date.  We  are  currently not devoting any resources or efforts in
expanding  or developing further web site traffic from this relationship in view
of  the  fact  that  revenues  have  been  minimal  to  date.

Application  Service  Provider  Arrangements

We are continuing to pursue application service provider ("ASP") arrangements in
order  to market the trade leads that are generated from our Worldbid web sites.
We  are  proposing to enter into application service provider arrangements based
on  the  number  and quality of trade leads available at the Worldbid web sites,
combined  with  the functionality of our in-house developed trade lead software,
which have allowed us to market ourselves as an application service provider for
trade  leads.  Using  an  application  service  provider  model,  we offer other
websites  access  to  our  trade  leads,  allowing the client website to present
Worldbid's functionality and content within their own website design.  The model
can  be customized for each client, so each client may choose what functionality
and  content  it wishes.  The trade lead portion of the client's site is updated
and  hosted  by Worldbid.  Under the application service provider model, revenue
is generated from implementation fees, licensing fees and subscription fees, and
Worldbid  receives a portion of the fees paid by the client's members for access
to  trade  leads.  Worldbid  is  currently in discussions with several potential
application  service  provider  clients,  but  we  have not yet entered into any
agreements.

Online  Marketing

We  determined  to  suspend  on-line marketing activities during our fiscal year
ended  April  30,  2002  as  part  of  our determination to scale back marketing
efforts  in order to reduce our operating costs.  We will re-evaluate the use of
on-line  marketing  through  the  use  of  highly  targeted  e-mails  or  banner
advertisements  if  we  are  able to achieve additional financing to purse these
marketing  efforts.

Search  Engine  Placement

We  also  determined  to suspended search engine placement activities during our
fiscal  year ended April 30, 2002 as a means to reduce operating costs.  We will
re-evaluate  these marketing activities if we achieve additional financing as we
had  previously  found  search engine placement to be a cost effective method of
acquiring  new  subscribers.


                                       12

<PAGE>



EMPLOYEES

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

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


TECHNOLOGY

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

Software

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

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

Operations

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

Internet  Gateway

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

Security

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


                                       13

<PAGE>



INTELLECTUAL  PROPERTY  AND  OTHER  PROPRIETARY  RIGHTS

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

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

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


RESEARCH  AND  DEVELOPMENT  EXPENDITURES

We  have  spent  the following amounts on research and development activities in
the  past  two  fiscal  years:




                              April 30, 2001      April 30, 2000
                              to April 30, 2002   to April 30, 2001
                              ------------------  ------------------
Research and Development
   Operating Expenditures:          $NIL                $NIL

Development Expenditures
   Capitalized as Assets:           $NIL                $86,349

Total Research and
   Development Expenditures:        $NIL                $86,349


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 EcEurope.com Inc., Tradecompass.com
and  Alibaba.com;  (ii)  competing  Internet  web  sites  focused  on  specific
industries,  including  Petroleumplace.com  PWPaul  Wagornremove this one; (iii)
traditional business to business competitors that are attempting to expand their
existing  businesses  to  electronic  commerce; and (iv) traditional business to
business  advertising  and  commerce  competitors, including trade magazines and
trade  associations.  The  presence of existing or future competition may impair
our  ability  to  charge subscription membership fees and other fees that we may
charge  for  services  offered  via  our  Worldbid  web  sites.

Our business plan anticipates that revenue will continue to be earned from sales
of  subscription  memberships. We face competition for subscription revenue from
other  trade lead and business-to-business siteshowever with the downturn in the
markets  over the past year the number has diminished considerably.


                                       14

<PAGE>

There  is  no assurance that Worldbid will be successful in competing with these
companies. The presence of existing or future competition may impair our ability
to  earn  revenue  from  subscription  fees.

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

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


GOVERNMENT  REGULATION

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

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

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

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


                                       15

<PAGE>

RISK  FACTORS

An  investment  in  our  securities  is highly speculative and subject to a high
degree  of  risk. Only those persons who can bear the risk of the entire loss of
their  investment  should participate. An investor should carefully consider the
risks described below and the other information in this document and any filings
we  may  make  with  the  United  States Securities and Exchange Commission (the
"SEC")  in  the  future  before  investing  in  the  our common stock. The risks
described  below are not the only ones faced. Additional risks that we are aware
of or that we currently believe are immaterial may become important factors that
affect  our  business.  If any of the following risks occur, or if others occur,
our  business,  operating  results  and  financial  condition could be seriously
harmed  and  the  investor  may  lose  all  of  its  investment.

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

Our  current  revenues  are  not  sufficient  to  pay  for our current operating
expenses.  In  addition, our cash reserves are minimal and we have a substantial
working  capital  deficit.  Accordingly, we will require additional financing in
order  to  complete  our  business  plan  of  operations and satisfy our present
creditors. We have financed our business operations to date from sales of equity
securities,  secured  convertible  notes  and  loans  advanced  by shareholders,
including Logan Anderson, one of our directors, and Mr. Harold Moll, the ownerof
more  than  5%  of  our  common  stock  and  one  of our affiliates. There is no
assurance  that either Mr. Anderson or Mr. Moll will advance further funds to us
in  order to finance our business operations. There is also no assurance that we
will  complete  any  further  sales of our secured convertible notes. We have no
agreements  for  additional  financing  and  there  can  be  no  assurance  that
additional  funding  will  be  available  to  us on acceptable terms in order to
enable  us  to  complete  our plan of operations. We may not be able to continue
operations  if  additional  financing  is  not  obtained.

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

We  acquired our current business and our worldbid.com web site in February 1999
and  we  did not commence earning revenues until August, 1999.  Our revenues for
the  years  ended April 30, 2000, April 30, 2001 and April 30, 2002 totaled only
$90,577,  $84,794  and  $342,383  respectively.  Accordingly,  we have a limited
operating  history  upon  which  to  base  an  evaluation  of  our  business and
prospects.  Our business and prospects must be considered in light of the risks,
expenses  and  difficulties  frequently  encountered by companies in their early
stage of development, particularly companies in new and rapidly evolving markets
such  as  electronic  commerce.  To  address  these  risks, we must successfully
implement  our  business  plan  and marketing strategies in order for us to earn
significant  revenues.  We  may  not  successfully  implement  all or any of our
business  strategies or successfully address the risks and uncertainties that we
encounter.  If  we  do  not  generate  additional  revenues from our business as
planned,  then  our  financial  condition  and  operating  results  will suffer.

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

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

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

We  have  entered into strategic relationships for the marketing of our Worldbid
web  sites.  These  include  our  referral agreements and our sub-site strategic
alliance agreements. We anticipate the benefits from the strategic relationships
will  be  increased  usage of our Worldbid web sites, additional exposure of our
brand


                                       16

<PAGE>

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

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

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

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

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

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

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

A.   our  ability  to  increase  usage  of  the  Worldbid  Web  Sites;

B.   our  ability  to  generate  revenue  through  the  sale  of  membership
     subscriptions  for  the  Worldbid  Web  Sites;

C.   our  ability  to sell advertising on the Worldbid web sites and the timing,
     cost  and  availability  of advertising on web sites comparable to ours and
     over  other  media;

D.   The  success  of  our  strategic  alliances  in generating revenues for our
     Worldbid  Web  Sites;

E.   The  amount  and  timing  of costs relating to expansion of our operations;

F.   The  announcement  or  introduction  of competing web sites and products of
     competitors;  and

G.   The  general  economic  conditions  and economic conditions specific to the
     Internet  and  electronic  commerce.

H.   With  the  reduction  in  staffing  levels  we no longer employ a full time
     person responsible for security or technical problems that may occur on the
     web  sites.


                                       17

<PAGE>



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

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

As  of  April  30, 2002, our accumulated deficit was $5,632,177.  We sustained a
$1,297,243  net  loss  for  the  year  ended  April 30, 2002. We expect to incur
operating  losses  for  the  foreseeable future. We may never generate operating
profits  or,  even  if we do become profitable from operations at some point, we
may  be  unable  to  sustain  that profitability. We will not be able to achieve
operating  profits  until  we  generate  substantial  revenues from our business
operations.  Our  business model is not proven and there is no assurance that we
will  be  able  to  generate  the  revenues  that  we  plan to from our sales of
subscription  memberships,  sales  of  data  information,  advertising and other
sources. If we do not realize significant revenues from our business operations,
then our operating expenses will continue to exceed our revenues and we will not
achieve  profitability.

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

We  depend on the services of our senior management and key technical personnel.
In  particular,  our  success  depends  on  the  continued  efforts of our chief
operating  officer,  Mr.  Paul  Wagorn,  and  our  President and Chief executive
officer  Logan  Anderson. The loss of the services of any of these gentlemen and
the  further  erosion  of  staff  could  have an adverse effect on our business,
financial  condition  and  results  of  operations.

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

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

We  May  Be  Unable  To  Protect  Our  Intellectual  Property

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

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

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

If  The  E-Commerce  Market  Does  Not  Continue  To  Develop And Grow, Then Our
Business  Model  May Not Achieve Commercial Acceptance And Our Business May Fail

Business-to-business  e-commerce  is  a  new and emerging business practice that
remains  largely  untested  in  the  marketplace  and  depends  on the increased
acceptance  and use of the Internet as a medium of commerce.  If e-commerce does
not grow or grows more slowly than expected, we anticipate that fewer


                                       18

<PAGE>

businesses  will be prepared to pay to use our Worldbid web sites. Our long-term
success  depends  on  widespread  market  acceptance  of  e-commerce.

A  number  of  factors  could  prevent such acceptance, including the following:

A.   buyers  and  sellers  may  be  unwilling  to  shift  their  purchasing from
     traditional  forums  to  online  forums;

B.   the necessary network infrastructure for substantial growth in usage of the
     Internet  in  international  markets  may  not  be  adequately  developed;

C.   buyers  and  sellers  may be unwilling to use online forums due to security
     and  confidentiality  concerns;

D.   increased  government  regulation  or  taxation  may  adversely  affect the
     viability  of  e-commerce;

E.   online  e-commerce  generally  lacks  the  human  contact  that  offline
     transactions  offer;  and

F.   lack  of  availability  of  cost-effective,  high-speed Internet service in
     international  markets.

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

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


ITEM  2.     Description  of  Property

Our  corporate  headquarters  are  located at Suite 201, 810 Peace Portal Drive,
Blaine,  Washington  98230,  where our principal executive functions are carried
out.  We sub-lease approximately 750 square feet for a term expiring January 30,
2002.

The  business  operations  of  our  operating  subsidiary,  Worldbid  Canada
Corporation,  were  formerly conducted from leased premises in Victoria, British
Columbia,  Canada.  These  premises were given up by agreement with our landlord
in  December  2001.

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


ITEM  3.     Legal  Proceedings

We and our operating subsidiary, Worldbid Canada Corporation, have been named as
defendants  in  an action commenced by the Bank of Montreal in the Supreme Court
of British Columbia in June, 2001 against ourselves, Worldbid Canada Corporation
and Mr. Howard Thomson, our treasurer and chief financial officer and one of our
directors.  The  action  relates to funds that the Bank of Montreal alleges were
misappropriated  by  Ms.  Paulette Thomson, the sister of Howard Thomson, in her
capacity  as  financial  service  manager  of one


                                       19

<PAGE>

of  the  branches  of the Bank of Montreal. The Bank of Montreal has claimed for
the  return  of  any  portion of the misappropriated funds that were received by
Howard  Thomson  and  Worldbid  based on a claim of unjust enrichment, or in the
alternative,  a  constructive trust. Included in the amount claimed is an amount
of $26,000 used by Howard Thomson to purchase shares and share purchase warrants
of  Worldbid Corporation on April 17, 2001. We have filed a statement of defence
denying  any  liability  on the basis that no funds were received by the Company
that  were misappropriated by Ms. Thomson. If we did receive any misappropriated
funds,  these  funds  were received from Mr. Howard Thomson in consideration for
the issuance by Worldbid of shares and share purchase warrants without knowledge
of any misappropriation of funds or other improprieties by Ms. Paulette Thomson.
We have denied any unjust enrichment or the existence of any constructive trust.
We have counterclaimed against the Bank of Montreal on the basis that the claims
against  Worldbid  are  an  abuse  of  process.  There  have  been  no  material
developments  in these legal proceedings since our fiscal quarter ended July 31,
2001.

We  have been threatened with legal action by one of our investors who purchased
our  securities  during  the three months ended July 31, 2001 as a result of our
decision  to  proceed  with our offering of 15% guaranteed convertible notes and
Series  X Share Purchase Warrants.  The securities purchased were units, each of
which  was  comprised of one share of our common stock and one-half of one share
purchase  warrant,  at  a  price  of $0.20 per share.  Our board of directors is
considering  resolving this threat of litigation by issuing additional shares of
our  common  stock to all purchasers of our $0.20 unit offering in consideration
of each purchaser executing a release in our favor of any and all claims arising
from  their  purchase  of  units.


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

No  matters  were submitted to our security holders for a vote during the fourth
quarter  of  our  fiscal  year  ending  April  30,  2002.


                                     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 the Company's shares were traded under the
stock  symbol  WBID was July 6, 2000. The high and the low trades for our shares
for  each  calendar  quarter  of  actual  trading  were:

Quarter                         High            Low
-------                         ----            ---

3rd Quarter 2000               $4.00          $1.125
4th Quarter 2000               $2.0625        $0.375
1st Quarter 2001               $0.7031        $0.1875
2nd Quarter 2001               $0.45          $0.25
3rd Quarter 2001               $0.33          $0.03
4th Quarter 2001               $0.10          $0.03
1st Quarter 2002               $0.04          $0.02
2nd Quarter 2002               $0.03          $0.01
3rd Quarter 2002 (to date)     $0.01          $0.01

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

Holders  of  Common  Stock

As  of  the  date  of  July  31,  2001,  there were ninety-eight (98) registered
shareholders  of  our  common  stock.


                                       20

<PAGE>



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  as  of  June  26,  2000.

There  are  no  restrictions  in  our  Articles  of Incorporation or bylaws that
restrict  us  from  declaring  dividends.  The Nevada Revised Statutes, however,
prohibit  us  from  declaring  dividends  where,  after  giving  effect  to  the
distribution  of  the  dividend:

     (A)  we  would not be able to pay our debts as they become due in the usual
          course  of  business;  or

     (B)  our  total assets would be less than the sum of our total liabilities,
          plus  the  amount  that  would  be  needed  to  satisfy  the rights of
          shareholders  who have preferential rights superior to those receiving
          the  distribution.

We have neither declared nor paid any cash dividends on our capital stock and do
not  anticipate  paying  cash  dividends  in the foreseeable future. Our current
policy  is  to  retain  any  earnings  in  order to finance the expansion of our
operations. Our board of directors will determine future declaration and payment
of dividends, if any, in light of the then-current conditions they deem relevant
and  in  accordance  with  the  Nevada  Revised  Statutes.

Recent  Sales  of  Unregistered  Securities

We  completed the sale of the following securities without registration pursuant
to the Securities Act of 1933 (the "Act") during the fiscal year ended April 30,
2002,  all  of which sales were previously reported on our Form 10-QSB Quarterly
Reports  during  this  period:

1.   We  completed  the  sale  of  2,000,000 units on May 10, 2001 at a price of
     $0.20  per  unit.  We  have  received proceeds of $400,000 from the sale of
     these  units.  Each unit was comprised of one share of our common stock and
     one-half  of  one share purchase warrant. Each whole share purchase warrant
     entitles  the  holder  to purchase one share our common stock at a price of
     $0.25  per share during the first year following the closing and at a price
     of $0.35 per share during the second year following the closing. A total of
     2,000,000  shares  and  1,000,000  share purchase warrants were issued. The
     purchaser  was  a  European  investor.  No commissions or fees were paid in
     connection  with  the  offering.  The  sales  were  completed  pursuant  to
     Regulation  S  of  the  Act.

2.   We  completed the sale of 600,000 units on June 8, 2001 at a price of $0.20
     per  unit  for  total  proceeds of $120,000. Each unit was comprised of one
     share  of our common stock and one-half of one share purchase warrant. Each
     whole  share purchase warrant entitles the holder to purchase one share our
     common  stock at a price of $0.25 per share during the first year following
     the  closing  and  at  a  price  of  $0.35 per share during the second year
     following the closing. A total of 600,000 shares and 300,000 share purchase
     warrants  were  issued.  The  purchasers  consisted  of  two  "accredited
     investors",  as  defined  by  Rule  501  of  Regulation  D  of  the Act. No
     commissions  or  fees  were paid in connection with the offering. The sales
     were  completed  pursuant  to  Rule  506  of  Regulation  D  of  the  Act.

3.   We  completed the sale of 155,000 units at a price of $0.20 per unit during
     the  three  months  ended  October  31,  2001. We have received proceeds of
     $31,000  from the sale of these units. Each unit was comprised of one share
     of  our common stock and one-half of one share purchase warrant. Each whole
     share purchase warrant entitles the holder to purchase one share our common
     stock  at a price $0.05 per share if exercised prior to September 30, 2002,
     at  a  price  of  $0.10 per share if exercised after September 30, 2002 and
     prior to September 30, 2003; and at a price of $0.15 per share if exercised
     after  September  30,  2003  and  prior  to  September 30, 2004. A total of
     155,000  shares  and


                                       21

<PAGE>

     77,500  share  purchase  warrants  were issued. Each purchaser was a non-US
     person.  No  commissions or fees were paid in connection with the offering.
     The  sales  were  completed  pursuant  to  Regulation  S  of  the  Act.

4.   We  completed  the sale of 265 15% guaranteed convertible note and Series X
     Share  Purchase  Warrants units during the fiscal year ended April 30, 2002
     for  proceeds  of  $265,000.  Each  unit  sold  consisted of one $1,000 15%
     guaranteed  convertible  note  and 20,000 Series X Share Purchase Warrants.
     The  units were offered and sold pursuant to Regulation S of the Securities
     Act of 1933 to persons who are not "U.S. Persons", as defined in Regulation
     S.  No commissions or fees were paid in connection with the sales of units.
     The  convertible  notes  are due on September 30, 2004 and bear interest at
     15%  per  annum  payable  annually.  The notes are guaranteed by Worldbid's
     wholly-owned  subsidiary  Worldbid  Canada  Corporation  (the "Subsidiary")
     which guarantee is secured by a general security agreement charging present
     and  future  acquired  assets  of the Subsidiary. The notes are convertible
     into common shares of Worldbid, at theoption of the holder, on the basis of
     the  lesser of 50% of the average market price of Worldbid's shares for the
     10  day period preceding conversion or $0.05 per share. Worldbid may at its
     option  elect  to  issue  common  shares  in  satisfaction  of its interest
     obligations  on  the basis of 75% of the average market price of Worldbid's
     shares  for  the  10  day  period preceding the interest payment date. Each
     Series  X  Share  Purchase  Warrant will entitle the holder to purchase one
     common  share  of  Worldbid's  common  stock  on  the  following  basis:

          a.   $0.05  per  share  if  exercised  prior  to  September  30, 2002;
          b.   $0.10  per  share if exercised after September 30, 2002 and prior
               to  September  30,  2003;  and
          c.   $0.15  per  share if exercised after September 30, 2003 and prior
               to  September  30,  2004.

In  aggregate,  a  total of 5,300,000 Series X Share Purchase Warrants have been
issued.

Warrant  Re-Pricing

On  September  14,  2002,  our  board  of  directors approved a reduction to the
exercise  price  and  an  extension  to the term of all of our outstanding share
purchase  warrants,  such  that  the  warrants are for exercise prices and terms
equivalent  to  the  Series X Share Purchase Warrants.  Accordingly, each of our
outstanding warrants will entitle the holder to purchase one share of Worldbid's
common  stock  on  the  following  basis:

     (a)  $0.05  per  share  if  exercised  prior  to  September  30,  2002;
     (b)  $0.10  per  share  if  exercised after September 30, 2002 and prior to
          September  30,  2003;  and
     (c)  $0.15  per  share  if  exercised after September 30, 2003 and prior to
          September  30,  2004.


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

Overview

We  currently  earn  revenue  from  the  following  sources:

1.   sales  of  membership  subscriptions  to  businesses using our Worldbid web
     site;

2.   up-front  fees  for  partnership arrangements where we are paid for our web
     site  development  services;

3.   sales  of  data  gathered  from  our  Worldbid  web  sites;

4.   sales  of  advertising placed on our Worldbid web sites and on e-mail trade
     notifications that are transmitted via the Worldbid web site to businesses.

We  began  generating  advertising  revenues  in August 1999. We began to charge
membership  subscription  fees for our Worldbid web sites in April 2001. We have
repositioned  our  revenue  model to a revenue model


                                       22

<PAGE>

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

Our  ability  to  continue  our  business operations is subject to our achieving
additional  financing.  See  the  discussion below under Liquidity and Financial
Condition.  In  order  to  address  our shortage of cash and working capital, we
took the following measures during our fiscal year ended April 30, 2002 in order
to  reduce  our  operating  costs:

1.   We  have  reduced  our  staffing  level  to  the minimum number required to
     continue  to  support  our  business operations. We now have a total of six
     full-time  equivalent  consultants  and  five  part-time  consultants.

2.   We  have  reduced  travel, marketing and selling expenses in order to focus
     our  cash  reserves  on  basic  business  operations.

3.   We  have  given  up  our operations office in Victoria, British Columbia in
     order  to  reduce  our  lease  expense.

These  measures  have  served  to  reduce  our  operating  costs  and  our  cash
requirements. However, these measures may also impact on our ability to continue
to  achieve  additional  revenues from the expansion of our web site operations.


RESULTS  OF  OPERATIONS

2002  COMPARED  TO  2001

Revenues

We  had  revenues  of  $342,383  for  the year ended April 30, 2002, compared to
$84,794 for the year ended April 30, 2001. Our revenues from sales of membership
subscriptions  to  our Worldbid web sites for the year ended April 30, 2002 were
$226,273,  representing  66.1%  of  our total revenues.   Revenues in connection
with  partnership  arrangements  were  $93,220  and  were comprised primarily of
up-front  fees  paid by our partners for web site development services, with the
balance  being  comprised  of  our  proportionate  share  of web site membership
subscription  sales through the partnership arrangement.  Our revenues from data
mining  were  $18,384,  representing 5.4% of our overall revenues.  Our revenues
from  advertising  on e-mail trade notifications declined to $4,506 for the year
ended  April  30,  2002,  representing  1.3%  of  our  overall  revenues.

The increase in overall revenues was attributable to revenues from subscriptions
sales  and  reflects  our  decision to pursue revenues from subscriptions to our
Worldbid  web  sites as our primary source of revenue.  See Overview above.  The
decrease  in  revenues from advertising reflects both the general market decline
in advertising revenues on the Internet and our decision to pursue revenues from
sales of membership subscriptions to our Worldbid web sites.  We anticipate that
revenue  from  membership  subscriptions  will  continue  to  increase if we are
successful in attracting new users to the Worldbid web sites who are prepared to
pay a subscription fee and in convincing current users of the Worldbid web sites
to become paying subscribers.  We anticipate that revenue from advertisements on
e-mail  trade  notifications  will  not  increase  materially within the current
fiscal  year.


                                       23

<PAGE>



Operating  Expenses

Our  operating  expenses  were  $1,639,626  for  the  year ended April 30, 2002,
compared  to operating expenses of $3,236,266 for the year ended April 30, 2001.
The  decrease  in  our operating expenses of $1,596,640 reflects our decision to
reduce  our  overall  business  infrastructure and to scale back our selling and
marketing  expenses  in  the  year  ended  April 30, 2002 due to limited working
capital.  See  Overview  above.

Our selling, general and administrative expenses decreased to $1,264,375 for the
year  ended  April 30, 2002, compared to $3,005,125 for the year ended April 30,
2001.  The  decrease  in our selling, general and administrative expenses in the
amount  of $1,740,750 was primarily the result of our decision to scale back our
selling  and  marketing expenses due to limited working capital.  We expect that
our  selling,  general and administration expenses may increase substantially if
we  are  able  to  achieve the necessary financing to enable us to implement our
expansion  strategy  in  accordance  with  our business plan.  We anticipate our
operating  expenses  will  decrease  if  we  are  not  able  to raise sufficient
financing  to  enable us to maintain our operations and we are forced to further
reduce  our business operations to reflect our lack of adequate working capital.

During  the  year  ended April 30, 2002, we experienced substantial decreases in
selling costs.  Our selling expenses were reduced to $242,384 for the year ended
April  30,  2002,  compared to $1,151,080 for the year ended April 30, 2001. The
reduction  in  selling  expenses  reflects  our  decision  to reduce our selling
expenses  based  on  the fact that we did not have sufficient working capital to
finance  our  plans  for the selling and marketing of our Worldbid web sites and
our  services  while  maintaining  our  web  site operations.  We expect selling
expenses  to  increase if we are able to achieve additional financing as we plan
to  increase  selling  and  marketing  expenditures  to  develop and promote our
regional and vertical partner sites, and we plan to implement marketing programs
to  promote  Worldbid  and  our  subscription  fee  based  services.

Our  interest expense was $64,148 for the year ended April 30, 2002, compared to
$94,087  for  the  year ended April 30, 2001.  The interest expense was incurred
pursuant  to loans that have been advanced to enable us to maintain our business
operations.

Net  Loss

We recorded a net loss of $1,297,243 for the year ended April 30, 2002, compared
to  a net loss of $3,151,472 for the year ended April 30, 2001. The reduced loss
reflects  the marginal increase in our revenues and the substantial reduction to
our selling, general and administrative expenses during the year ended April 30,
2002,  compared  to  the  year  ended  April  30,  2001.

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

1.   we  plan  a  substantial  marketing  and sales program over the next twelve
     months  in  order  to increase our paid registered user base and to develop
     and  promote  our  regional  and  vertical  partner  sites;

2.   we  anticipate  incurring  increased  expenses  associated with anticipated
     increased  usage  of  the Worldbid web sites and expansion of our business;

3.   we  anticipate  incurring  increased  expenses  associated  with developing
     programs  and software systems required to handle a larger membership base;
     and

4.   we  anticipate incurring additional expenses associated with completing and
     managing  our  plan  of  operation  and  expansion  efforts.

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


                                       24

<PAGE>



2001  COMPARED  TO  2000

Revenues

We  had  revenues  of  $84,794  for  the  year ended April 30, 2001, compared to
$90,577  for  the year ended April 30, 2000. Our revenues consisted primarily of
revenues  from advertising on the e-mail trade notifications and from membership
subscriptions.  The  decrease  in  earnings  was primarily due to the decline
inadvertising  rates  in  2000.  The decline in advertising revenues was
partially
offset  by  the  increase  subscription  revenues.

Operating  Expenses

Our  operating  expenses  were  $3,236,266  for  the  year ended April 30, 2001,
compared  to  operating  expenses  of  $1,195,217 for the period ended April 30,
2000.  Our  increased operating expenses were the result of the expansion of our
business  operations  during  the  year.

During  the  year  ended April 30, 2001, we experienced substantial increases in
selling  costs.  The increased selling costs were incurred with the objective of
increasing usage of the Worldbid web sites. Selling expenses were $1,151,080, or
35.6%  of total expenses for the year ended April 30, 2001, compared to $562,335
or  47.1%  of  total  expenses  for  the  year  ended  April  30,  2000.

Our  general  and  administrative  expenses increased to $1,854,045 for the year
ended  April  30,  2001, compared to $564,375 for the year ended April 30, 2000.
The  increase in our general and administrative expenses was associated with the
growth  of  our  business  and  was  primarily  attributable  to:  (i) increased
compensation  expenses  related  to  hiring  new  officers  and  employees; (ii)
increased  professional  fees  related  to complying with the our Securities and
Exchange  Commission  reporting  obligations,  our  acquisition  of
RequestAmerica.com,  and  financing activities; (iii) increased office expenses;
and (iv) increased expenses associated with managing and developing the Worldbid
web  sites.

Net  Loss

We recorded a net loss of $3,151,472 for the year ended April 30, 2001, compared
to  a  net  loss  of  $1,104,640  for  the  year ended April 30, 2000. This loss
primarily reflects the Company's increased selling and operating expenses during
the  periods  ended  April  30, 2001, compared to the year ended April 30, 2000.

LIQUIDITY  AND  CAPITAL  RESOURCES

We had cash on hand of $20,049 as at April 30, 2002, compared to cash on hand of
$45,217  as  at April 30, 2001.  We had a working capital deficit of $932,701 as
at  April  30,  2002, compared to a working capital deficit of $766,524 at April
30,  2001.

We  were  dependent on sales of our equity securities, secured convertible notes
and  loans from certain of our shareholders during the year ended April 30, 2002
to  finance our business operations.  There is no assurance that we will be able
to complete further sales of our equity securities, secured convertible notes or
obtain  further  loans.

We  realized  the  following proceeds from sales of equity securities during the
year  ended  April  30,  2002:

     A.   $525,427  from  the  sale  of  shares  of  our  common  stock;  and

     B.   $265,000  from  the  sale  of our 15% guaranteed convertible notes, as
          described  below.

We  have  also  financed  our  business operations using loans advanced by Logan
Anderson,  our  chief executive officer and one of our directors, and Mr. Harold
Moll,  the  owner  of  more  than  5%  of  our common stock. The total amount of
shareholders loans payable by us to Mr. Anderson and Mr. Moll was $381,900 as of
April  30,  2002,  compared  to  $223,450  as  of  April  30, 2001.  There is no
assurance  that either Mr. Anderson or Mr. Moll will advance further funds to us
in  order to finance our business operations.  We realized aggregate proceeds of
$158,450  from  shareholder  loans  during  the  year  ended  April  30,  2002


                                       25

<PAGE>

Our  monthly  marketing  and  operating  expenses  are  approximately $40,000 to
$43,000  per  month.  Our  current revenues are approximately $25,000 per month.
Accordingly,  we  are  still  dependent  on additional financing to maintain our
business  operations.  We will continue to attempt to reduce our operating costs
while  maintaining  revenues  in order to reduce our financing requirements.  We
will require additional financing in order to repay our outstanding liabilities,
as  reflected in our working capital deficit.  Failure to repay our creditors or
make  satisfactory arrangements to repay our creditors may impact our ability to
continue  operations.

We  are  presently  pursuing  additional  financing  and  we anticipate that any
additional  financing  would  be  through sales of secured convertible notes and
share  purchase  warrants,  as  discussed  below,  sales  of our common stock or
through  loans from our shareholders. However, we do not have any commitments in
place  for  the  sale of any of our securities and there is no assurance that we
will  be  able  to  raise  the  additional  capital  that we require to continue
operations.  As  we  have  been  unable to raise financing to maintain our prior
level  of operations, we have scaled back our business operations.  See Overview
above.

During  our  second  quarter  ended  October  31,  2001,  our board of directors
approved an offering of secured convertible notes and share purchase warrants in
order  enable  us  to  raise  the  funds required for us to sustain our business
operations.  The  offering  consists of the offering of up to 1,500 units.  Each
unit  consists of one $1,000 15% guaranteed convertible note and 20,000 Series X
share  purchase warrants (the "Series X Share Purchase Warrants").  The offering
is  being  made  pursuant  to  Regulation  S of the Securities Act of 1933.  The
convertible  notes  will  be due on September 30, 2004 and will bear interest at
15%  per  annum  payable  annually.  The  notes  are  guaranteed  by  Worldbid's
wholly-owned  subsidiary  Worldbid  Canada  Corporation (the "Subsidiary") which
guarantee  will  be secured by a general security agreement charging present and
future  acquired  assets  of the Subsidiary.  The notes will be convertible into
shares  of Worldbid's common stock, at the option of the holder, on the basis of
the  lesser  of  50% of the average market price of Worldbid's shares for the 10
day  period preceding conversion or $0.05 per share.  Worldbid may at its option
elect  to issue common shares in satisfaction of its interest obligations on the
basis  of  75%  of  the average market price of Worldbid's shares for the 10 day
period  preceding  the  interest  payment  date.  Each  Series  X Share Purchase
Warrant  will  entitle  the  holder  to  purchase one common share of Worldbid's
common  stock  on  the  following  basis:

a.   $0.05  per  share  if  exercised  prior  to  September  30,  2002;

b.   $0.10  per  share  if  exercised  after  September  30,  2002  and prior to
     September  30,  2003;  and

c.   $0.15  per  share  if  exercised  after  September  30,  2003  and prior to
     September  30,  2004.

We  completed  sales  of  $265,000  of  our 15% guaranteed convertible notes and
Series  X  Share Purchase Warrants during the year ended April 30, 2002.  We are
continuing  this  offering  but  there is no assurance that we will complete any
additional  sales  of  the  proposed  convertible  secured  notes.

We  anticipate that we will continue to incur losses for the foreseeable future,
as  we  expect  to  incur  substantial  marketing  and  operating  expenses  in
implementing  our plan of operations. Our future financial results are uncertain
due  to  a  number  of  factors, many of which are outside of our control. These
factors  include  the risk factors that we have identified in this Annual Report
on  Form  10-KSB.  These  risk  factors  include,  but  are  not  limited  to:

A.   our  ability  to  implement  subscription  fees  for the Worldbid web sites
     without  significantly  reducing  the  number  of users of the Worldbid web
     sites,  the  number  of  trade  leads  and  the  number  of  e-mail  trade
     notifications;

B.   the  success  of  our  strategic  alliances and referral agreements for the
     marketing  of  our  Worldbid  web  sites;

C.   our  ability  to raise additional capital necessary to maintain operations,
     implement  our  business  strategy  and  plan  of  operation  and repay our
     creditors;


                                       26

<PAGE>



D.   our  ability  to  compete  with  existing  and  new  business-to-business
     electronic  commerce  web  sites;

E.   the  success of any marketing and promotional campaign which we conduct for
     the  Worldbid  web  sites;  and

F.   our  ability  to  continue  to  maintain  business  operations  and current
     revenues  with  reduced  operating  capital.

NEW  ACCOUNTING  PRONOUNCEMENTS

In  1999,  the SEC issued Staff Accounting Bulletin No. 101 dealing with revenue
recognition  which  is effective in the fourth quarter of 2000. We adopted Staff
Accounting  Bulletin  No.  101  in  the  fourth quarter of 2000 with no material
impact  on  our  financial  statements.

The  Financial  Accounting Standards Board has approved new standards related to
accounting for business combinations, goodwill and other intangibles.  These new
standards  will  be effective for business combinations occurring after June 20,
2001,  subject  to  certain limited exceptions.  In part, the new standards will
require  that  reporting  entities  with  previously  recorded  goodwill  cease
amortizing goodwill effective as of April 30, 2002.  Instead, the carrying value
of  goodwill  will  be  subject  to a regular test for impairment.  Amortization
expense  on  goodwill  and other intangibles recognized to April 30, 2001 is set
out  in  the  consolidated statements of comprehensive loss and in note 3 to the
financial  statements.


ITEM  7.     Financial  Statements

The consolidated financial statements listed below were prepared on the basis of
accounting  principles generally accepted in the United States and are expressed
in  U.S.  dollars.

                                                                            PAGE

Auditors' Report                                                             29

Consolidated Balance Sheets, April 30, 2002 and 2001                         30


Consolidated Statements of Operations for the Years Ended
April 30, 2002, 2001 and 2000                                                31

Consolidated Statements of Cash Flows for the Years Ended
April 30, 2002, 2001 and 2000                                                32

Consolidated Statements of Stockholders' Deficit for the Years
Ended April 30, 2002, 2001, and 2000                                         33

Notes to Consolidated Financial Statements                                   34



                                       27

<PAGE>







                              WORLDBID CORPORATION


                        CONSOLIDATED FINANCIAL STATEMENTS


                             APRIL 30, 2002 AND 2001
                            (Stated in U.S. Dollars)




                                       28

<PAGE>

                                                             Morgan
                                                         &  Company"
                                              Chartered  Accountants




                                AUDITORS' REPORT



To  the  Stockholders  and  the  Board  of  Directors  of
Worldbid  Corporation


We  have  audited  the  consolidated balance sheet of Worldbid Corporation as at
April  30,  2002  and  the  related  consolidated  statements  of  operations,
comprehensive  loss,  cash  flows,  and  stockholders' deficit for the year then
ended.  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  audit.  The  consolidated
financial  statements  of Worldbid Corporation as at April 30, 2001 were audited
by  other  auditors  who  expressed  an  opinion  without  reservation  on those
consolidated  financial  statements  in  their  report  dated  August  9,  2001.

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

In  our  opinion, these consolidated financial statements present fairly, in all
material  respects,  the  financial position of the Company as at April 30, 2002
and  the  results  of  its  operations and cash flows for the year then ended in
accordance  with  generally accepted accounting principles in the United States.

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



Vancouver,  Canada                                          "Morgan  &  Company"

July  22,  2002                                          Chartered  Accountants



Tel:  (604) 687-5841            MEMBER OF         P.O. Box 10007 Pacific Centre
Fax: (604) 687-0075              ACPA         Suite 1488-700 west Georgia Street
www.morgan-cas.com           INTERNATIONAL            Vancouver, B.C. V7Y 1A1


                                       29

<PAGE>

<TABLE>
<CAPTION>

                               WORLDBID  CORPORATION

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


                               -------------------------------

                                         APRIL  30
                               2002                    2001
                               -------------------------------
<S>                            <C>                <C>

ASSETS
Current
  Cash and cash equivalents      $       20,049   $    45,217
  Trade accounts receivable,
   less allowance for
   doubtful accounts
   of $Nil (2001 - $4,254)                2,300        14,668
  Receivables, other                     16,170        41,378
  Prepaid expenses                        2,839        21,916
                               -------------------------------

                                         41,358       123,179
Security Deposit                         10,000             -
Equipment And
Leasehold Improvements
 (Note 2)                                68,043       293,660
Intangible Assets (Note 3)              103,818       207,200
                               -------------------------------

                               $        223,219   $   624,039
==============================================================


LIABILITIES
Current
  Note payable (Note 5)          $       25,000   $   100,000
  Accounts payable and
   accrued liabilities                  567,159       566,253
  Shareholder loans (Note 6)            381,900       223,450
                               -------------------------------

                                        974,059       889,703
                               -------------------------------

Convertible Notes (Note 7)              265,000             -
                               -------------------------------

STOCKHOLDERS' DEFICIENCY

Capital Stock (Notes 8 and 9)
 Authorized:
  100,000,000 common shares,
   par value $0.001

  1,000,000 preference shares,
   par value $0.0001
 Issued:
  24,155,955 (2001 - 21,600,955)
   common shares                         24,156        21,601

Additional Paid-In
Capital                               4,562,718     4,082,473
Contributed Surplus                      38,200             -
Deficit                              (5,632,177)   (4,334,934)
Accumulated Other
Comprehensive Loss                       (8,737)      (34,804)
                               -------------------------------

                                     (1,015,840)     (265,664)
                               -------------------------------


                               $        223,219   $   624,039
==============================================================
Commitments And
Contingencies (Note 10)
</TABLE>




         See accompanying notes to the consolidated financial statements


                                       30
<PAGE>

<TABLE>
<CAPTION>

                               WORLDBID  CORPORATION

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



------------------------------------------------------------------------

                                        YEARS ENDED APRIL 30
                                    2002          2001          2000
------------------------------------------------------------------------

<S>                             <C>           <C>           <C>

Revenues                        $   342,383   $    84,794   $    90,577
                                ----------------------------------------
Expenses
 Selling, general and
  administrative
  expenses (Note 12)              1,264,375     3,005,125     1,126,710
 Interest expense                    64,148        94,087         1,289
Depreciation and amortization       248,162       137,054        67,218
Loss on disposal of
 fixed assets                        62,941             -             -
                                ----------------------------------------

                                  1,639,626     3,236,266     1,195,217
                                ----------------------------------------

Net Loss                        $(1,297,243)  $(3,151,472)  $(1,104,640)
========================================================================

Loss Per Share, basic
 and diluted                    $     (0.06)  $     (0.23)  $     (0.18)

========================================================================
Weighted Average Number
 Of Common Shares
 Outstanding, basic
 and diluted                     24,034,422    13,797,446     6,020,000
========================================================================
</TABLE>


<TABLE>
<CAPTION>

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

------------------------------------------------------------------------

                                        YEARS ENDED APRIL 30
                                    2002          2001          2000
------------------------------------------------------------------------
<S>                            <C>           <C>           <C>

Net Loss                       $(1,297,243)  $(3,151,472)  $(1,104,640)

Comprehensive Income (Loss)
 Foreign currency translation
  adjustment                        26,067       (34,804)            -
                               ----------------------------------------

Comprehensive Loss             $(1,271,176)  $(3,186,276)  $(1,104,640)
=======================================================================
</TABLE>





         See accompanying notes to the consolidated financial statements


                                       31

<PAGE>

<TABLE>
<CAPTION>

                              WORLDBID  CORPORATION

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

------------------------------------------------------------------------

                                        YEARS ENDED APRIL 30
                                    2002          2001          2000
------------------------------------------------------------------------
<S>                             <C>           <C>           <C>

Cash Flows From
Operating Activities
  Net loss                      $(1,297,243)  $(3,151,472)  $(1,104,640)
  Items not involving cash:
    Amortization and depreciation   248,162       137,054        67,218
    Services received in
     exchange for equity              4,000       128,437             -
    Services paid for by
     asset transfer                       -        22,594             -
    Loss on disposition of
     fixed assets                    62,941             -             -
                                ----------------------------------------
                                   (982,140)   (2,863,387)   (1,037,422)
                                ----------------------------------------
Change in non-cash
working capital items:
  Accounts receivable                12,368        25,104       (39,772)
  Receivables, other                 25,208       (41,378)            -
  Prepaid expenses                    9,077       (21,916)            -
  Accounts payable and
   accrued expenses                     906       473,756        86,885
                                ----------------------------------------

                                   (934,581)   (2,427,821)     (990,309)
                                ----------------------------------------

Cash Flows From Investing
 Activities
  Proceeds from capital
   assets disposition                21,749             -             -
  Capital expenditures              (12,280)     (186,403)     (281,269)
                                ----------------------------------------

                                      9,469      (186,403)     (281,269)
                                ----------------------------------------

Cash Flows From
Financing Activities
  Proceeds from issuance
   of notes payable                  25,000       500,000             -
  Repayment of notes payable       (100,000)     (400,000)            -
  Proceeds from shareholder
   loans, net                       158,450     1,061,300        79,750
  Proceeds from issuance
   of common stock                  525,427     1,411,230       912,500
  Proceeds from issuance
   of convertible notes             265,000             -             -
                                ----------------------------------------

                                    873,877     2,572,530       992,250
                                ----------------------------------------

Effect Of Exchange
 Rate Changes
On Cash                              26,067             -             -
                                ----------------------------------------

Net Increase (Decrease)
 In Cash And
 Cash Equivalents                   (25,168)      (41,694)     (279,328)

Cash And Cash
 Equivalents, Beginning
 Of Year                             45,217        86,911       366,239
                                ----------------------------------------

Cash And Cash
 Equivalents, End
 Of Year                        $    20,049   $    45,217   $    86,911
========================================================================
</TABLE>




         See accompanying notes to the consolidated financial statements


                                       32

<PAGE>

<TABLE>
<CAPTION>

                                                 WORLDBID  CORPORATION

                               CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT

                                                APRIL 30, 2002
                                           (Stated in U.S. Dollars)


                                                              ACCUMULATED
                                          ADDITIONAL          OTHER          TOTAL
           COMMON STOCK     PAID-IN     ACCUMULATED     COMPREHENSIVE     CONTRIBUTED     STOCKHOLDERS'
                            SHARES      AMOUNT     CAPITAL      DEFICIT       LOSS     SURPLUS     DEFICIT
                        -----------------------------------------------------------------------------------
<S>                     <C>          <C>       <C>          <C>           <C>        <C>       <C>
Balance, April
30, 1999                 6,000,000   $ 6,000   $  486,500   $   (71,572)  $      -   $      -  $   420,928

Net loss                         -         -            -    (1,104,640)         -          -   (1,104,640)
Common shares
 issued for cash           730,000       730      911,770             -          -          -      912,500
                        -----------------------------------------------------------------------------------

Balance, April 30, 2000  6,730,000     6,730    1,398,270    (1,176,212)         -          -      228,788

Foreign exchange
 translation adjustment          -         -            -             -    (34,804)         -      (34,804)
Net loss                         -         -            -    (3,151,472)         -          -   (3,151,472)
Stock split (2 for 1)    7,250,000     7,250            -        (7,250)         -          -            -
Common shares issued
 for cash                2,030,000     2,030    1,409,200             -          -          -    1,411,230
Common shares for
 cancellation of debt    4,588,000     4,588      913,012             -          -          -      917,600
Common shares issued
 for services              300,000       300      130,950             -          -          -      131,250
Common shares issued
 for assets (Note 4(a))    702,955       703      231,041             -          -          -      231,744
                        -----------------------------------------------------------------------------------

Balance, April
 30, 2001               21,600,955    21,601    4,082,473    (4,334,934)   (34,804)         -     (265,664)

Common shares issued
 for cash                2,755,000     2,755      548,245             -          -          -      551,000
Common shares cancelled   (200,000)     (200)     (38,000)            -          -     38,200            -
Share issue costs                -         -      (30,000)            -          -          -      (30,000)
Foreign exchange
 translation adjustment          -         -            -             -     26,067          -       26,067
Net loss                         -         -            -    (1,297,243)         -          -   (1,297,243)
                        -----------------------------------------------------------------------------------

Balance, April 30, 2002 24,155,955   $24,156   $4,562,718   $(5,632,177)  $ (8,737)  $ 38,200  $(1,015,840)
                        ===================================================================================

</TABLE>



         See accompanying notes to the consolidated financial statements


                                       33

<PAGE>

                              WORLDBID CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                             APRIL 30, 2002 AND 2001
                            (Stated in U.S. Dollars)



1.     BUSINESS  AND  SIGNIFICANT  ACCOUNTING  POLICIES

a)     Business  and  Basis  of  Presentation

Worldbid  Corporation (the "Company") was 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 through the
operation  of  an  online business-to-business world trade website.  The Company
has  consolidated its two wholly-owned subsidiary companies, RequestAmerica.com,
Inc.  and  Worldbid  Canada Corporation.  All significant inter-company balances
and  transactions  have  been  eliminated  in  the  consolidation.

The  consolidated  financial  statements  have  been prepared in accordance with
generally  accepted  accounting  principles  in  the  United  States.

The  preparation  of  consolidated  financial  statements  in  conformity  with
generally  accepted  accounting principles requires management to make estimates
and  assumptions that affect the reported amounts of assets and liabilities, the
disclosure  of contingent assets and liabilities at the date of the consolidated
financial  statements,  and the reported amounts of revenues and expenses during
the  reporting  period.  Actual  results  could  differ significantly from these
estimates.

b)     Liquidity  and  Future  Operations

The  Company  has  sustained  net losses and negative cash flows from operations
since  its  inception.  At  April  30,  2002,  the  Company has negative working
capital  of  $932,701.  The  Company's  ability  to  meet its obligations in the
ordinary  course  of  business  is  dependent  upon  its  ability  to  establish
profitable operations and to obtain additional funding through public or private
equity financing, collaborative or other arrangements with corporate sources, or
other  sources.  Management  is  seeking  to increase revenues through continued
marketing  of  its  services;  however,  additional  funding  will  be required.

Management is working to obtain sufficient working capital from external sources
in  order  to  continue  operations,  as well as further developing the business
model  to  increase subscription revenues.  There is, however, no assurance that
the  aforementioned  events,  including  the receipt of additional funding, will
occur  or  be  successful.

c)     Cash  and  Cash  Equivalents

Cash  and cash equivalents include highly liquid investments with original terms
to  maturity  of  three  months  or  less  at  the  date  of  purchase.


                                       34

<PAGE>

                              WORLDBID CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                             APRIL 30, 2002 AND 2001
                            (Stated in U.S. Dollars)



1.     BUSINESS  AND  SIGNIFICANT  ACCOUNTING  POLICIES  (Continued)

d)     Revenue  Recognition

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

e)     Foreign  Currency

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

f)     Equipment  and  Leasehold  Improvements

Equipment and leasehold improvements are recorded at cost and are depreciated at
rates  which  will  reduce  original  cost  to estimated residual value over the
useful  life  of each asset which range from two to five years.  Maintenance and
repairs  are  charged  to  expense  as  incurred.  Amortization  of  leasehold
improvements  is  calculated  over the lesser of the lease term or the estimated
useful  lives  of  the  improvements.  As  at  February  28,  2002,  the Company
terminated  its  lease and the remaining undepreciated improvements were written
off.

g)     Intangible  Assets

Intangible assets comprise goodwill, website development costs and domain names.
Goodwill,  which  represents the excess of purchase price over fair value of net
assets acquired, is amortized on a straight-line basis over the expected periods
to  be  benefited,  in  this  instance,  five  years.  The goodwill arose on the
acquisition  referred  to  in  Note  4.

h)     Website  Development  Costs  and  Domain  Names

Website  development  costs  and  domain  names  are  being  amortized  on  a
straight-line  basis  over  a  two  year  period.

<PAGE>
                              WORLDBID CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                             APRIL 30, 2002 AND 2001
                            (Stated in U.S. Dollars)



1.     BUSINESS  AND  SIGNIFICANT  ACCOUNTING  POLICIES  (Continued)

i)     Financial  Instruments  and  Concentration  of  Risk

Financial  instruments that potentially subject the Company to concentrations of
credit  risk  consist primarily of cash, accounts receivable, other receivables,
accounts  payable,  and  notes  payable.  At  April  30, 2002 and 2001, the fair
market  value  of  these  instruments  approximated  their  financial  statement
carrying  amount  due  to  the  short-term  maturity  of  these  instruments.

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

j)     Income  Taxes

The Company has adopted Statement of Financial Accounting Standards ("SFAS") No.
109  - "Accounting for Income Taxes" (SFAS 109).  This standard requires the use
of  the  asset  and  liability  approach  for accounting and reporting on income
taxes.  Deferred  tax  assets  and  liabilities  are  recognized  for the future
consequences  attributable  to  differences  between  the  financial  statement
carrying  amounts  of  existing  assets and liabilities and their respective tax
bases  and operating loss and tax credit carryforwards.  Deferred tax assets and
liabilities  are  measured  using enacted tax rates expected to apply to taxable
income  in  the  years  in  which those temporary differences are expected to be
recovered  or  settled.  The  effect on deferred tax assets and liabilities of a
change  in  tax  rates  is  recognized in income in the period that includes the
enactment  date.  To  the  extent  that  it  is  not more likely than not that a
deferred  tax  asset  will  be  realized,  a  valuation  allowance  is provided.

k)     Stock  Based  Compensation


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

<PAGE>
                              WORLDBID CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                             APRIL 30, 2002 AND 2001
                            (Stated in U.S. Dollars)



1.     BUSINESS  AND  SIGNIFICANT  ACCOUNTING  POLICIES  (Continued)

l)     Loss  Per  Share

The  Company computes loss per share in accordance with SFAS No. 128 - "Earnings
Per  Share".  Under  the  provisions  of  SFAS  No. 128, basic loss per share is
computed  using  the  weighted average number of common stock outstanding during
the  periods.  Diluted  loss  per  share  is computed using the weighted average
number  of  common  and potentially dilative common stock outstanding during the
period.  As  the  Company generated net losses in each of the periods presented,
the  basic  and diluted loss per share is the same as any exercise of options or
warrants  would  anti-dilutive.

m)     Impairment  of  Long-Lived Assets and Long-Lived Assets to be Disposed of

The Company reviews long-lived assets and including identifiable intangibles for
impairment  whenever  events  or  changes  in  circumstances  indicate  that the
carrying amount of an asset may not be recoverable.  Recoverability of assets to
be  held and used is measured by a comparison of the carrying amount of an asset
to  future net cash flows expected to be generated by the asset.  If such assets
are  considered  to  be impaired, the impairment to be recognized is measured by
the  amount  by which the carrying amount of the assets exceed the fair value of
the  assets.  Assets to be disposed of are reported at the lower of the carrying
amount  or  fair  value  less  costs  to  sell.

n)     Comprehensive  Income  (Loss)

The  Company  has adopted SFAS No. 130 - "Reporting Comprehensive Income".  SFAS
No.  130 establishes standards for reporting and displaying comprehensive income
(loss)  and  its  components.

o)     Recent  Accounting  Pronouncements

In  July 2001, the Financial Accounting Standards Board ("FASB") issued SFAS No.
141 - "Business Combinations", and SFAS No. 142 - "Goodwill and Other Intangible
Assets".  SFAS  No. 141 eliminates the pooling-of-interests method of accounting
for business combinations, except for qualifying business combinations that were
initiated  prior  to  July  1,  2001.  Under  SFAS  No.  142,  goodwill  and
indefinite-lived  intangible  assets  are  no longer amortized, but are reviewed
annually,  or  more  frequently  if impairment indicators arise, for impairment.
The  Company is required to adopt SFAS No. 142 on May 1, 2002.  The Company does
not believe the adoption of SFAS Nos. 141 and 142 will have a material effect on
its  consolidated  financial  statements.

<PAGE>
                              WORLDBID CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                             APRIL 30, 2002 AND 2001
                            (Stated in U.S. Dollars)




1.     BUSINESS  AND  SIGNIFICANT  ACCOUNTING  POLICIES  (Continued)

o)     Recent  Accounting  Pronouncements  (Continued)

In  August 2001, the FASB issued SFAS No. 143 - "Accounting for Asset Retirement
Obligations".  SFAS  No.  143 requires that the fair value of a liability for an
asset  retirement obligation be recognized in the period in which it is incurred
if  a  reasonable  estimate  of  fair  value  can be made.  The associated asset
retirement  costs  are  capitalized  as  part  of  the  carrying  amount  of the
long-lived  assets.  The  Company  is  required  to adopt SFAS No. 143 on May 1,
2003,  and it does not believe the adoption of SFAS No. 143 will have a material
effect  on  its  consolidated  financial  statements.

In  October  2001, the FASB issued SFAS No. 144 - "Accounting for the Impairment
or  Disposal  of Long-Lived Assets", which supersedes SFAS No. 121 - "Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed
of", and provides a single accounting model for long-lived assets to be disposed
of.  The  Company  is required to adopt SFAS No. 144 on May 1, 2002, and it does
not  believe  the  adoption  of  SFAS No. 144 will have a material effect on its
consolidated  financial  statements.


2.     EQUIPMENT  AND  LEASEHOLD  IMPROVEMENTS

Equipment  and  leasehold  improvements  consist  of  the  following:
<TABLE>
<CAPTION>



                                    2002        2001
                                 ==========  ==========
<S>                              <C>         <C>
Computer equipment
and software                     $ 156,072   $ 259,118
Website                            151,898     155,922
Office equipment                     7,752      68,465
Leasehold improvements                   -       7,718
                                 ----------  ----------

                                   315,722     491,223
Less:  Accumulated depreciation
and amortization                  (247,679)   (197,563)
                                 ----------  ----------

                                 $  68,043   $ 293,660
                                 ======================


</TABLE>




<PAGE>
                              WORLDBID CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                             APRIL 30, 2002 AND 2001
                            (Stated in U.S. Dollars)



3.     INTANGIBLE  ASSETS
<TABLE>
<CAPTION>


Intangible  assets  consist  of  the  following:

                              2002       2001
                           ==========  =========
<S>                        <C>         <C>
Goodwill (Note 4(a))       $ 199,749   $199,749
Domain names                  19,421     13,109
                           ----------  ---------

                             219,170    212,858
Accumulated amortization    (115,352)    (5,658)
                           ----------  ---------

                           $ 103,818   $207,200
                           =====================

</TABLE>




4.     ACQUISITIONS

a)     RequestAmerica.com,  Inc.  ("RA")

During the year ended April 30, 2001, the Company purchased all the common stock
of  RA  for  750,000  shares  of its common stock (comprised of 702,955 Worldbid
Corporation  common shares and options which can be converted to 47,045 Worldbid
Corporation  common  shares) with a  combined fair value (determined by using an
average  of  recent  trading  prices  for  the Company's stock) of approximately
$225,000.  A  further 750,000 common shares are contingently issuable should the
Company  achieve  certain  profitability  targets  by  February  2003.

Substantially  all  of  the  cost  of  the  acquisition  was attributable to the
intangible  assets  acquired  including  goodwill.

The  operating  results  of  RA  are  consolidated in the Company's consolidated
financial  statements  from  the  date  of  acquisition.  Subsequent  to  the
acquisition,  the  operations  of  RA  were  moved  to  the  Company's  Canadian
operations  center.

b)     Worldbid.com

On  February  15,  1999,  the  Company  acquired the website "worldbid.com", all
software,  tangible and intellectual assets and rights associated with that site
from  Global  Internet  Holdings  Ltd.  ("GIH"), formerly Databoat International
Limited.  The  website,  consisting  of  software  and  registered  rights,  was
accounted  for  as  an  asset acquisition.  The Company issued to GIH a total of
3,000,000 restricted shares of common stock with a $30,000 value pursuant to the
acquisition  agreement.

The  Company  and  GIH  agreed that the GIH shares would be held in escrow for a
period  of four years on the terms and conditions of an escrow agreement between
the  Company.  On  April  19,  2002,  the  escrow  agreement  was  terminated.


<PAGE>
                              WORLDBID CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                             APRIL 30, 2002 AND 2001
                            (Stated in U.S. Dollars)



5.     NOTE  PAYABLE

For  cash flow purposes, the Company from time to time utilizes short term notes
payable.  At April 30, 2001, the note payable outstanding was unsecured, payable
on  demand  and  bears  interest  at  an  annual  rate  of  60%.


6.     SHAREHOLDER  LOANS

Shareholder  loans  are unsecured, payable on demand, bear interest at an annual
rate  of  10%  and  mature  on  December  31,  2002.


7.     CONVERTIBLE  NOTES

On  September 14, 2001, the Company approved an offering of up to 1,500 units at
a  price  of  $1,000  per  unit.  Each  unit  consists  of  one  15%  guaranteed
convertible  note in the principal amount of $1,000 and twenty thousand (20,000)
share  purchase  warrants.  Each  warrant  entitles  the  holder to purchase one
additional  share  at a price of $0.05 per share up to September 30, 2002, $0.10
per  share  up to September 30, 2003, and at $0.15 per share up to September 30,
2004.

The  notes  fall  due  on  September  30,  2004, bear interest at 15% per annum,
payable  annually,  and  are  secured  by  a general security agreement over the
assets  of  Worldbid Canada Corporation and by the subordination of intercompany
debt.

The  notes  are  convertible  into  shares of common stock of the Company at the
option  of  the  holder, on the basis of the lesser of 50% of the average market
price of the Company's shares for the ten day period preceding the conversion or
$0.05  per  share.

The  Company  may,  at its option, elect to issue shares of common stock for its
interest  obligations  on  the  basis  of 75% of the average market price of the
Company's  shares  for  the  ten days immediately preceding the interest payment
date.


8.     STOCK  OPTION  PLAN

On  January  17,  2000,  the  Company  adopted  a stock option plan (the "Plan")
pursuant  to  which  the Company's Board of Directors may grant stock options to
officers,  key employees and consultants.  The Plan authorizes grants of options
to  purchase  up  to  15%  of  the  Company's shares of authorized but currently
un-issued  common stock.  Stock options are granted with an exercise price equal
to  the stock's fair market value at the date of grant.  Most stock options vest
ratably  over  48  months  and  expire  upon  the  earlier of three months after
termination  of  employment or ten years from the date of grant.  Certain option
granted,  including  option  granted  to  directors,  vest  immediately.

<PAGE>
                              WORLDBID CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                             APRIL 30, 2002 AND 2001
                            (Stated in U.S. Dollars)



8.     STOCK  OPTION  PLAN  (Continued)

The  Company  applies  APB  Opinion  No.  25  in  accounting  for  its Plan and,
accordingly,  no  compensation  cost  has  been  recognized  in the consolidated
financial  statements  for  its  stock  options  as  the exercise prices for all
options  granted was equal, or greater than the stock's fair market value at the
date  of  grant.  Had the Company determined compensation cost based on the fair
value  at the grant date for its stock options under SFAS No. 123, the Company's
net  loss  in  2002  and  2001  would  have  been  $1,427,990  and  $3,327,220
respectively,  and  its  loss  per  share  $0.06  and  $0.24  respectively.

No new stock options were granted during the year ended April 30, 2002.  The per
share  weighted  average  fair  value  of stock options granted was $Nil (2001 -
$0.26)  using  the  Black-Scholes  option  pricing  model  with  the  following
assumptions:  no expected dividends, 258% volatility, risk free interest rate of
5.25%  and  an  expected term of four years.  The remaining weighted contractual
life  of  the  options outstanding at April 30, 2002 was 7.9 years, with a $0.10
exercise  price.

Under  the  Plan,  option  activity  during 2000, 2001 and 2002 consisted of the
following:
<TABLE>
<CAPTION>


                                            WEIGHTED
                                            AVERAGE
                                            REMAINING
                         NUMBER            CONTRACTUAL
                         OF        EXERCISE  LIFE     OPTIONS
                         OPTIONS    PRICE   (YEARS)  EXERCISABLE
                         -----------------------------------------
<S>                      <C>         <C>     <C>      <C>
Balance, April 30, 1999          -   $    -        -            -

Granted                  1,205,000     0.75        -            -
                         -----------------------------------------

Balance, April 30, 2000  1,205,000     0.75      9.8      570,000

Granted                    705,000     0.75        -            -
Forfeited                 (515,000)    0.75        -            -
                         -----------------------------------------

Balance, April 30, 2001  1,395,000     0.75      8.9      912,500

Forfeited                  525,000     0.75        -            -
                         -----------------------------------------

Balance, April 30, 2002    870,000   $ 0.75      7.8      720,000
                         =========================================

</TABLE>




<PAGE>
                              WORLDBID CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                             APRIL 30, 2002 AND 2001
                            (Stated in U.S. Dollars)



9.     SHARE  PURCHASE  WARRANTS

The  Company  has  issued  warrants  in conjunction with the issuance of certain
offerings  of  common  shares.  Each warrant entitles the holder to purchase one
common  share  at  a specified price over the term of the warrant.  The warrants
expire over two and three years, and have an exercise price over the term of the
warrant.

The  Company  issued  1,377,500  and  4,889,000  warrants  during  2002 and 2001
respectively.  During  the  year  ended April 30, 2002, the Company repriced and
extended the remaining terms of all warrants.  As at April 30, 2002, the Company
had outstanding warrants to purchase 7,276,500 common shares at a price of $0.05
per share up to September 30, 2002, at $0.10 per share up to September 30, 2003,
and  at  $0.15  per  share  up to September 30, 2004.  As at April 30, 2002, the
weighted  average  remaining  contractual  life  is  2.5  years.


10.     CONTINGENCIES

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


11.     INCOME  TAXES

Income  taxes  for  the  years ended April 30 differ from the amounts that would
result from applying the federal statutory rate of approximately 44% as follows:
<TABLE>
<CAPTION>



                                    2002         2001         2000
                                 ------------------------------------
<S>                              <C>         <C>           <C>
Expected tax expense (recovery)  $(574,000)  $(1,450,000)  $(503,000)

Change in deferred taxes
 due to changes in
 corporate tax rate                 65,000         3,000           -

Goodwill                            44,000             -           -

Change in valuation
 allowance for deferred
 tax assets                        465,000     1,447,000     503,000
                                 ------------------------------------

Actual income tax
expense (recovery)               $       -   $         -   $       -
                                 ====================================

</TABLE>




<PAGE>
                              WORLDBID CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                             APRIL 30, 2002 AND 2001
                            (Stated in U.S. Dollars)



11.     INCOME  TAXES  (Continued)

At  April  30, 2002, the Company has cumulative operating loss carryforwards for
income  tax  purposes  of  approximately $6,600,000 which will expire in various
amounts beginning in 2008 if not utilized.  The utilization of $1,200,000 of the
operating  loss  carryforwards  may  also  be  limited  due to the provisions of
Section  382  of  the  Internal  Revenue  Code relating to changes in ownership.

Due  to  the  uncertainty  regarding  the  utilization  of  operating  loss
carryforwards,  no  tax  benefit  for losses has been recorded by the Company in
2001 and 2002, and a valuation allowance has been recorded for the entire amount
of  the  deferred  tax  asset  (see  below).

Specific  temporary  differences  that  give  rise  to significant components of
deferred  tax  assets  (liabilities)  as  of  April  30  are  as  follows:
<TABLE>
<CAPTION>
                                   2002          2001
                               --------------------------
<S>                            <C>           <C>
Operating loss carryforwards   $ 2,447,000   $ 1,982,000

Losses acquired on
acquisition of subsidiary
 (Note 4(a))                       464,000       464,000
Other                              (35,000)      (35,000)
                               --------------------------

Gross deferred tax asset         2,876,000     2,411,000
Valuation allowance             (2,876,000)   (2,411,000)
                               --------------------------

Net deferred tax assets        $         -   $         -
                               ==========================


</TABLE>




<PAGE>
                              WORLDBID CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                             APRIL 30, 2002 AND 2001
                            (Stated in U.S. Dollars)



12.     SELLING,  GENERAL  AND  ADMINISTRATIVE  EXPENSES


<TABLE>
<CAPTION>

                               2002        2001        2000
                            -------------------------------------
<S>                         <C>         <C>         <C>
Selling expenses
  Salaries and benefits       $   57,587  $   49,418  $        -
  Commissions                     26,214      11,086           -
  Advertising                     47,379     736,849     492,817
  Travel                         111,204     340,525      62,774
  Trade meetings                       -      13,202       6,744
                            -------------------------------------

                                 242,384   1,151,080     562,335
                            -------------------------------------

General and administrative expenses
  Officers' compensation
   and benefits                  420,511     353,971     137,000
  Salaries and benefits          198,201     378,427     130,297
  Technical support and
   operations                    124,857     247,644     143,973
  Insurance                        1,138      42,398         411
  Bad debt expense                14,894      10,520           -
  Telephone and facsimile         16,937      24,552      27,643
  Professional services          171,704     580,021      11,867
  Other                           73,749     216,512     113,184
                            -------------------------------------

                               1,021,991   1,854,045     564,375
                            -------------------------------------

Total selling, general
 and administrative
 expenses                     $1,264,375  $3,005,125  $1,126,710
                            =====================================

</TABLE>




<PAGE>

ITEM 8.          Changes in and Disagreements with Accountants on Accounting and
                 Financial  Disclosure

KPMG  LLP  (the  "Former  Accountant")  resigned as our principal accountants on
December  17,  2001.  We  engaged Morgan & Company, Chartered Accountants as our
principal  accountants  effective  December  18,  2001.  The  decision to change
accountants  was  approved  by  our  board  of  directors.

KPMG's  report  dated August 9, 2001 on our consolidated financial statements as
of  and  for  the  fiscal  year  ended April 30, 2001 did not contain an adverse
opinion  or  disclaimer  of  opinion,  nor  was  it  qualified or modified as to
uncertainty,  audit  scope, or accounting principles, except as indicated in the
following  paragraph.

KPMG's  auditors'  report on our consolidated financial statements as of and for
the  year  ended  April 30, 2001 contained a separate paragraph stating that "As
discussed in note 1(b) to the financial statements, the Company has suffered net
losses  and  negative  cash flows from operations since its inception that raise
substantial  doubt  about  its  ability  to  continue  as  a  going  concern.
Management's plans as to this matter are discussed in Note 1(b)."  The financial
statements  do not include any adjustments that might result from the outcome of
this  uncertainty.

In  connection  with  the  audit of the fiscal year ended April 30, 2001 and the
subsequent  interim period ending December 17, 2001, there were no disagreements
with  KPMG  on  any  matter  of  accounting  principles  or practices, financial
statement  disclosure,  or  auditing scope or procedures, which disagreements if
not  resolved  to  the  satisfaction  of  KPMG  would  have  caused them to make
reference  thereto  in  their  report on the financial statements for such year.

In  connection  with  the  audit of the fiscal year ended April 30, 2001 and the
subsequent  interim period ending December 17, 2001, KPMG did not advise us with
respect  to  any of the matters described in paragraphs (a)(1)(v)(A) through (D)
of  Item  304  of  Regulation  S-K.

We  provided  KPMG with a copy of a draft of our amended Form 8-K disclosing the
resignation  of  KPMG  on  December  17, 2001 and requested in writing that KPMG
furnish  us  with  a  letter addressed to the Securities and Exchange Commission
stating  whether  or not they agreed with our disclosures. A letter was provided
by  the  Former  Accountant  confirming their agreement with our disclosure.  We
filed a copy of this letter as an exhibit to our amended Form 8-K current report
on  January  18,  2002  in  accordance  with  Item  601  of  Regulation  S-K.


                                       35

<PAGE>

                                    PART III

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

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


Name of Director      Age     Position
----------------      ---     --------

Logan Anderson        48      Chief Executive Officer and Director

Paul Wagorn           33      Chief Operating Officer and Director

Howard Thomson        56      Chief Financial Officer, Treasurer and Director


Logan  Anderson  is  our  chief  executive officer and one of our directors. Mr.
Anderson  was  appointed  as one of our directors and as our president on August
10,  1998.  Mr.  Anderson  resigned  as  our  president  on April 18, 2001.  Mr.
Anderson  was  appointed  as  our chief executive officer on July 31, 2001.  Mr.
Anderson  is  a  graduate  of  Otago  University, New Zealand, with a Bachelor's
Degree  of  Commerce  in  Accounting  and  Economics (1977). He is an Associated
Chartered  Accountant (New Zealand) and was employed by Coopers & Lybrand in New
Zealand  (1977-1980) and Canada (1980-1982). From 1982 to 1992, Mr. Anderson was
comptroller of Cohart Management Group, Inc., a management service company which
was  responsible for the management of a number of private and public companies.
Mr.  Anderson  has  been  Principal  and  President of Amteck Financial Services
Company,  a  financial  consulting  service company since 1993. Mr. Anderson has
been  an officer and director of a number of private and public companies in the
past  12 years, including PLC Systems, Inc. and 3D-Systems Inc. Mr. Anderson was
a  director  and the president of Green Fusion Corporation from March 5, 1998 to
[DATE].  Green  Fusion  was  previously  engaged  in  the  business  of  mineral
exploration.  Mr.  Anderson  has  been  a  director of Indiaat Corporation since
November  11,  1998.  Mr.  Anderson  was  president  of Indiaat Corporation from
November  11,  1998  to November 1, 1999. Indiaat Corporation was engaged in the
business  of  marketing  Internet based web-site portal to Indian Internet users
and  is  currently  inactive.

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

Howard  Thomson is our chief financial officer and treasurer and a director. Mr.
Thomson was appointed as one our directors and as our secretary and treasurer on
February  12,  1999.  Mr. Thomson was appointed as the Company's chief financial
officer  on  February  17,  2000.  Mr. Thomson ceased to act as our secretary on
November  6,  2000.  Mr.  Thomson  was  employed  from  1981  to  1998 in senior
management  positions  with  the  Bank  of Montreal, including 5 years as Branch
Manager,  4  years  as  Regional Marketing Manager and 5 years as Senior Private
Banker. Mr. Thomson retired from the Bank of Montreal in 1998. Mr. Thomson was a
director  of  Skinvisible,  Inc.  from  to  April  3,  1998  to  August 1, 2000.
Skinvisible,  Inc.  is  a  company  which  has


                                       36

<PAGE>

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.  Mr.  Thomson was a director and the secretary and treasurer of
Green  Fusion  Corporation  from  May 31, 1998 to June 22, 2001. Mr. Thomson has
been  a  director  and  the secretary and treasurer of Indiaat Corporation since
November  11,  1998.

Committees  of  the  Board  Of  Directors

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

Terms  of  Office

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

Section  16(a)  Beneficial  Ownership  Reporting  Compliance

Section  16(a)  of  the  Exchange Act requires Worldbid's executive officers and
directors,  and persons who beneficially own more than ten percent of Worldbid's
equity  securities,  to  file reports of ownership and changes in ownership with
the Securities and Exchange Commission. Officers, directors and greater than ten
percent shareholders are required by SEC regulation to furnish us with copies of
all  Section  16(a)  forms  they file. Based on our review of the copies of such
forms  received  by  it,  we believe that during the fiscal year ended April 30,
2002  all  such  filing  requirements  applicable to our officers, directors and
greater  than  ten  percent  shareholders were complied with, with the exception
that  reports  were  filed  late  by  the  following  persons:


--------------------------------------------------------------------------------

                                 Number       Transactions    Known  Failures
                                 Of Late      Not Timely      To File a Required
Name and Principal Position      Reports      Reported        Form
--------------------------------------------------------------------------------

Global Internet Holdings/          One          One               One
Scott Wurtele, Former President
and 10% Stockholder

--------------------------------------------------------------------------------

Effective  April  19,  2002, Global Internet Holdings Ltd. ("Global"), a company
controlled  by  Scott  Wurtele,  a  former director, former president and former
chief  executive  officer  of  Worldbid,  agreed  to sell its entire holdings of
5,660,540 shares of our common stock.  We did not receive a copy of any Form 4 -
Statement  of  Changes  in  Beneficial Ownership filed by either Global Internet
Holdings  or  Scott  Wurtele in connection with this change of ownership and are
unaware  if  the  Form  4 was filed with the Securities and Exchange Commission.


                                       37

<PAGE>



ITEM  10.     Executive  Compensation

The  following  table  sets  forth  certain  compensation  information as to the
following  individuals  (our  "named  executive  officers"):

(i)   our  chief  executive  officer;

(ii)  our  other  current  executive  officers;  and

(iii) one of our former chief executive officers, Mr. Roy Berelowitz, who served
     as our president from April 18, 2001 to August 17, 2001 but was not serving
     as  one  of our executive officers as of our most recently completed fiscal
     year  end.

--------------------------------------------------------------------------------
                          SUMMARY COMPENSATION TABLE
--------------------------------------------------------------------------------
                      Annual  Compensation   Long-Term Compensation
                      --------------------   --------------------------------
                                             Awards              Pay-Outs
                                             ------------------  ------------
                                     Other              Securities       All
                                     Annual  Restricted Under-           Other
Name and                             Compen- Stock      lying            Compen-
Principal             Salary  Bonus  sation  Award(s)   Options/ LTIP    sation
Position       Year   ($)      ($)    ($)     ($)        SARs (#) Payouts  ($)
--------------------------------------------------------------------------------

LOGAN          2002  $130,000   NIL    NIL    NIL        NIL       NIL     NIL
ANDERSON(1)    2001  $90,000    NIL    NIL    NIL        NIL       NIL     NIL
Chief          2000  $8,000     NIL    NIL    NIL       300,000    NIL     NIL
Executive
Officer,
President
and Director

HOWARD         2002  $80,000    NIL    NIL    NIL        NIL       NIL     NIL
THOMSON(2)     2001  $60,000    NIL    NIL    NIL        NIL       NIL     NIL
Treasurer,     2000  $9,000     NIL    NIL    NIL       300,000    NIL     NIL
Secretary,
Chief Financial
Officer And
Director

PAUL           2002  $67,570    NIL    NIL    NIL        NIL       NIL     NIL
WAGORN(3),(5)  2001  $45,447  $4,556   NIL    NIL        NIL       NIL     NIL
Chief          2000  $40,000    NIL    NIL    NIL       150,000    NIL     NIL
Operating
Officer and
Director

ROY            2002  $45,000    NIL    NIL    NIL        NIL       NIL     NIL
BERELOWITZ(4)  2001  $18,000    NIL    NIL    NIL        NIL       NIL     NIL
Former         2000   NIL       NIL    NIL    NIL        NIL       NIL     NIL
President And
Former Director

--------------------------------------------------------------------------------

Notes:

(1)  Mr.  Anderson was appointed as one of our directors on August 10, 1998. Mr.
     Anderson  was  our president from to August 10, 1998 to April 18, 2001. Mr.
     Anderson  was  also appointed our chief executive officer on July 31, 2001.


                                       38

<PAGE>



(2)  Mr.  Thomson  was  appointed as our secretary and treasurer on February 12,
     1999. Mr. Thomson was appointed as the Company's chief financial officer on
     February  17,  2000. Mr. Thomson ceased to act as our secretary on November
     6,  2001.

(3)  Mr. Wagorn was appointed as one of our directors and as our chief operating
     officer  on  February  17,  2000.

(4)  Mr.  Berelowitz  was appointed as one of our directors and as our president
     on  April  18, 2001. Mr. Berelowitz resigned as our president and as one of
     our  directors  on  August  17,  2001.

(5)  All  amounts  were paid in Canadian dollars and have been converted into US
     dollars based on a conversion rate of $0.636 US dollars per Canadian dollar
     as  of  August  9,  2001.


Stock  Option  Grants

The following table sets forth information with respect to stock options granted
to each of our named executive officers during our most recent fiscal year ended
April  30,  2002:


--------------------------------------------------------------------------------
                   OPTION/  SAR  GRANTS  IN  LAST  FISCAL  YEAR
--------------------------------------------------------------------------------
                    Number of      % of Total
                    Shares under-  Options/SARs   Exercise
                    lying Options/ Granted to     or Base          Expiration
                    SARs           Employees in   Price            Date
Name                Granted #      Fiscal Year    ($/Share)
--------------------------------------------------------------------------------

LOGAN ANDERSON,            NIL            N/A          N/A             N/A
Chief Executive Officer
President and Director

HOWARD THOMSON,            NIL            N/A          N/A             N/A
Treasurer, Secretary
Chief Financial Officer
and Director

PAUL WAGORN,               NIL            N/A          N/A             N/A
Chief Operating Officer
and Director

ROY BERELOWITZ,            NIL            N/A          N/A             N/A
Former President and
Former Director

--------------------------------------------------------------------------------


                                       39

<PAGE>

Exercises  of  Stock  Options  and  Year-End  Option  Values

The  following is a summary of the share purchase options exercised by our named

executive  officers  during  the  financial  year  ended  April  30,  2002:


--------------------------------------------------------------------------------
                        AGGREGATED OPTION/SAR EXERCISES DURING THE LAST
                  FINANCIAL YEAR END AND FINANCIAL YEAR-END OPTION/SAR VALUES
--------------------------------------------------------------------------------
                                                              Value of
                                            Number of         Unexercised
                                            Unexercised       in-the-Money
                  Shares                    Options           Options/SARs
                  Acquired on   Value       at Financial      at Financial
                  Exercise      Realized    Year-End (#)      Year-End ($)
Name              Value (#)     ($)        (Exercisable/      (Exercisable/
                                            Unexercisable)    Unexercisable)
--------------------------------------------------------------------------------

HOWARD THOMSON         NIL        N/A       150,000/NIL          NIL/NIL
Treasurer, Secretary
Chief Financial
Officer and Director

PAUL WAGORN            NIL        N/A       110,000/40,000       NIL/NIL
Chief Operating
Officer and Director

LOGAN ANDERSON         NIL        N/A       300,000/NIL          NIL/NIL
Chief Executive
Officer, President
and Director

ROY BERELOWITZ         NIL        N/A       NIL                  NIL/NIL
Former President
and Former Director

--------------------------------------------------------------------------------


Outstanding  Stock  Options

The  following  table shows the issued and outstanding stock options held by our
named  executive  officers,  and  by each person known by us to beneficially own
more  than  5%  of  our  common  stock  as  of  July  31,  2002.


--------------------------------------------------------------------------------
Name and          Exercise  No. of     Date
Position          Price     Options    of Grant      Vesting Date   Expiry Date
--------------------------------------------------------------------------------

ROY BERELOWITZ     NIL      N/A       NIL            N/A            N/A
President and
Director

HOWARD THOMSON     $0.75    150,000   Feb. 1, 2000   Feb. 1, 2000   Feb. 1, 2004
Secretary,
Treasurer
and Director

PAUL WAGORN        $0.75     70,000   Feb. 17, 2000  Feb. 17, 2000  Feb. 1, 2004
Chief Operating    $0.75     20,000   Feb. 1, 2000   Feb. 17, 2000  Feb. 1, 2004
Officer and        $0.75     20,000   Feb. 1, 2000   Sept. 30, 2001 Feb. 1, 2004
Director           $0.75     20,000   Feb. 1, 2000   Sept. 30, 2002 Feb. 1, 2004
                   $0.75     20,000   Feb. 1, 2000   Sept. 30, 2003 Feb. 1, 2004

LOGAN ANDERSON     $0.75    300,000  February 1, 2000 Feb. 1, 2000  Feb. 1, 2004
Chief Executive
Officer and Director

--------------------------------------------------------------------------------


                                       40

<PAGE>



All  options  have been granted pursuant to our 2000 incentive stock option plan
dated 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.

Compensation  of  Directors

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

Employment  Agreements

The  services  of Mr. Logan Anderson, our chief executive officer and one of our
directors,  are  provided  pursuant to a consultant agreement dated September 1,
2001  between  us  and Mr. Anderson whereby we pay Mr. Anderson a consultant fee
equal to $12,500 per month.  The term of the consultant agreement expires August
31,  2003, provided that we can terminate the consultant agreement without cause
upon the payment to Mr. Anderson of an amount equal to the six months consultant
fee.  The  consultant  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 consultant fee for the subsequent
term.  The  services  provided  by  Mr.  Anderson  include  exercising  general
direction  and  supervision  over  our business and financial affairs, providing
overall  direction  to  our  management  and  performing  such  other duties and
observing  such  instructions  as may be reasonably assigned to his from time to
time  in  his  capacity  of  our  president.

The  services  of Mr. Howard Thomson as our secretary are provided pursuant to a
consultant  agreement dated September 1, 2001 between us and Mr. Thomson whereby
we  pay Mr. Thomson a consultant fee equal to $7,500 per month.  The term of the
consultant agreement expires August 31, 2003, provided that we can terminate the
consultant  agreement without cause upon the payment to Mr. Thomson of an amount
equal  to  the  six  months consultant fee. The consultant 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
consultant  fee  for  the  subsequent term. The services provided by Mr. Thomson
include  ensuring that proper financial and accounting records are maintained by
us,  supervising  and  advising  on  the  conduct  of our financial affairs, and
coordinating  all  our  auditing  functions.

The  services  of  Mr.  Paul  Wagorn as our chief operating officer are provided
pursuant  to  a consulting contract entered into between Mr. Wagorn and Worldbid
Canada  Corporation  whereby  Mr.  Wagorn  provides  his  services  to  us  as a
consultant  at an hourly rate of $54.80 CDN per hour (equal to approximately $35
US per hour).  The term of Mr. Wagorn's consultant contract expires February 28,
2003  and  is  terminable  by  either  party  on  ninety  days  written  notice.


                                       41

<PAGE>

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 July 31, 2002 by: (i) each
person  (including  any group) known to us to own more than five percent (5%) of
any  class  of  our  voting securities, (ii) each of our directors and officers;
(iii)  each of our named executive officers, and (iv) our officers and directors
as  a  group.  Unless  otherwise indicated, the shareholders listed possess sole
voting  and  investment  power  with  respect  to  the  shares  shown.

--------------------------------------------------------------------------------
                 Name and address       Number of Shares      Percentage of
Title of class   of beneficial owner    of Common Stock       Common Stock (1)
--------------------------------------------------------------------------------
OFFICERS AND DIRECTORS
--------------------------------------------------------------------------------

Common Stock     Logan Anderson           1,950,000 (2)              7.9%
                 Director, President
                 and Chief Executive
                 Officer

Common Stock     Howard Thomson             455,000 (3)              1.9%
                 Chief Financial
                 Officer, Director,
                 Secretary and
                 Treasurer

Common Stock     Paul Wagorn                110,000 (4)              0.5%
                 Chief Operating
                 Officer and Director

Common Stock     All Officers and         2,515,000 (5)             10.1%
                 Directors as a
                 Group (3 persons)

--------------------------------------------------------------------------------
NAMED EXECUTIVE OFFICERS (EXCLUDING OFFICERS AND DIRECTORS NAMED ABOVE)
--------------------------------------------------------------------------------

Common Stock     Roy Berelowitz             328,653 (6)              1.4%
                 Former Director and
                 Former President

--------------------------------------------------------------------------------
5% SHAREHOLDERS
--------------------------------------------------------------------------------

Common Stock     Harold C. Moll           6,700,000 (7)             25.8%
                 Unit 45, Lacovia
                 Condominium
                 Grand Cayman, BWI

Common Stock     Investment Solutions SA  3,000,000 (8)             12.0%
                 19 Place Longmalle
                 Geneva, Switzerland 1204

Common Stock     John Rozendaal           2,297,500 (9)              9.5%
                 Rhodora Rozendaal


                                       42

<PAGE>

                 Suite 2105, 289 Drake Street
                 Vancouver, British Columbia
                 Canada V6B 5Z5
--------------------------------------------------------------------------------

(1)     Based on 24,155,955 shares of our common stock issued and outstanding as
of  July  31,  2002.  Under  Rule  13d-3,  certain  shares  may  be deemed to be
beneficially  owned  by more than one person (if, for example, persons share the
power  to  vote or the power to dispose of the shares).  In addition, shares are
deemed  to  be  beneficially  owned  by  a person if the person has the right to
acquire  the  shares (for example, upon exercise of an option) within 60 days of
the  date  as of which the information is provided.  In computing the percentage
ownership  of  any person, the amount of shares outstanding is deemed to include
the amount of shares beneficially owned by such person (and only such person) by
reason  of these acquisition rights.  As a result, the percentage of outstanding
shares  of  any  person  as shown in this table does not necessarily reflect the
person's  actual  ownership or voting power with respect to the number of shares
of  common  stock  actually  outstanding  on  July  31,  2002.

(2)     Includes  1,400,000  shares  held by Logan Anderson, 300,000 shares that
are  immediately acquirable upon the exercise of stock options by Logan Anderson
within  60  days  of  July  31,  2002  and  250,000  shares that are immediately
acquirable upon the exercise of share purchase warrants by Logan Anderson within
60  days  of  July  31,  2002.

(3)     Includes  240,000 shares held by Howard Thomson, 150,000 shares that are
immediately  acquirable  upon  the  exercise  of stock options by Howard Thomson
within  60  days  of  July  31,  2002  and  65,000  shares  that are immediately
acquirable upon the exercise of share purchase warrants by Howard Thomson within
60  days  of  July  31,  2002.

(4)     Consists  of  110,000  shares  that  are immediately acquirable upon the
exercise  of  stock  options  by  Paul  Wagorn  within 60 days of July 31, 2002.

(5)     Consists  of  1,640,000 shares that are held by Howard Thomson and Logan
Anderson,  560,000  shares  that are immediately acquirable upon the exercise of
stock  options  by  Howard  Thomson,  Paul Wagorn and Logan Anderson and 315,000
shares  that  are  immediately  acquirable  upon  the exercise of share purchase
warrants  by  Howard Thomson and Logan Anderson within 60 days of July 31, 2002.

(6)     Includes  328,653 shares registered in the name of The Berelowitz Family
Trust.

(7)     Includes  4,800,000 shares held by Harold Moll and 1,900,000 shares that
are  acquirable  upon  the exercise of warrants by Harold Moll within 60 days of
July  31,  2002.

(8)     Includes  2,000,000  shares  held  by Investment Solutions and 1,000,000
shares  that  are  immediately  acquirable  upon  the  exercise  of  warrants by
Investment  Solutions  within  60  days  of  July  31,  2002.

(9)     Includes  1,065,000 shares held by John Rozendaal, 1,100,000 shares held
by Rhodora Rozendaal and 132,500 shares that are immediately acquirable upon the
exercise  of  warrants  by  John  Rozendaal  within  60  days  of July 31, 2002.

--------------------------------------------------------------------------------

Change  of  Control.

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


                                       43


<PAGE>

EQUITY  COMPENSATION  PLAN  INFORMATION.

We have one equity compensation plan under which shares of the common stock have
been  authorized  for  issuance  to  our  officers,  directors,  employees  and
consultants,  namely  our  2000  stock option plan.  This stock options plan has
been approved by our stockholders.  We do not have any equity compensation plans
that  have  not  been  approved  by  our  stockholders.

The following summary information is presented for our 2000 stock option plan on
an  aggregate  basis  as  of  our  fiscal  year  ended  April  30,  2002:



--------------------------------------------------------------------------------
                                                                Number of
                                                                Securities
                                                                Remaining
                                                                Available for
                                                                Future Issuance
                                                                Under Equity
                                                                Compensation

               Number of Securities to     Weighted-Average     Plans (Excluding
               be Issued Upon Exercise     Exercise Price of    Securities
               of Outstanding Options,     Outstanding Options, Reflected in
               Warrants and Rights         Warrants and Rights  column (a))
--------------------------------------------------------------------------------


Plan Category               (a)                  (b)                   (c)

--------------------------------------------------------------------------------

Equity Compensation    870,000 Shares      $0.75 per Share      1,305,000 Shares
Plans Approved By      of Common Stock
Security Holders

--------------------------------------------------------------------------------


Equity Compensation    Not Applicable       Not Applicable      Not Applicable
Plans Not Approved
By Security Holders

--------------------------------------------------------------------------------



                                       44

<PAGE>

ITEM  12.     Certain  Relationships  and  Related  Transactions.

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

(A)  any  director  or  officer;

(B)  any  proposed  nominee  for  election  as  a  director;

(C)  any  person  who beneficially owns, directly or indirectly, shares carrying
     more  than  5%  of  the  voting  rights  attached  to  our common stock; or

(D)  any  relative or spouse of any of the foregoing persons, or any relative of
     such  spouse, who has the same house as such person or who is a director or
     officer  of  any  parent  or  subsidiary.

Acquisition  of  RequestAmerica.com,  Inc.

We  issued  a  total  of  702,955 shares of common stock in consideration of the
acquisition  of  all  of  the  issued and outstanding shares of capital stock of
RequestAmerica.com,  Inc.  on  February  26, 2001. All shares were issued to the
shareholders  of  RequestAmerica  in  proportion  to  the  number  of  shares of
RequestAmerica  held  by each shareholder.   Of this total, we issued a total of
353,745  shares  of our common stock to Mr. Roy Berelowitz, our former president
and a former director, upon completion of our acquisition of RequestAmerica. Mr.
Berelowitz  was  the  president  and  chief  executive  officer and the majority
shareholder  of  RequestAmerica  at  the  time  of  the  acquisition.

Employment  and  Consulting  Agreements

The  services  of Mr. Logan Anderson, our chief executive officer and one of our
directors,  were  formerly  provided  pursuant  to an employment agreement dated
August  31,  1999  between  Mr.  Anderson  and  us.  The term of this employment
agreement  with  Mr. Anderson was extended by agreement on April 15, 2001 for an
additional  term  expiring  August  31,  2001.   This  employment  agreement was
superceded  by a consultant agreement dated September 1, 2001 between us and Mr.
Anderson  whereby  the amount we pay Mr. Anderson for his services was increased
from  $7,500  per  month  to  $12,500  per  month.  The  term  of the consultant
agreement expires August 31, 2003, provided that we can terminate the consultant
agreement  without  cause upon the payment to Mr. Anderson of an amount equal to
the  six months consultant fee. The consultant 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
consultant  fee  for the subsequent term.  The services provided by Mr. Anderson
include  exercising  general  direction  and  supervision  over our business and
financial  affairs, providing overall direction to our management and performing
such  other duties and observing such instructions as may be reasonably assigned
to  his  from  time  to  time  in  his  capacity  of  our  president.

The  services  of  Mr.  Howard  Thomson  as our secretary were formerly provided
pursuant  to  a  written  employment agreement dated August 31, 1999 between Mr.
Thomson  and  us.  The  term  of  our agreement with Mr. Thomson was extended by
agreement on April 15, 2001 for an additional term expiring August 31, 2001.This
employment agreement was superceded by a consultant agreement dated September 1,
2001  between  us  and Mr. Thomson whereby the amount we pay Mr. Thomson for his
services  was  increased  from $5,000 per month to $7,500 per month. The term of
the consultant agreement expires August 31, 2003, provided that we can terminate
the  consultant  agreement  without  cause upon the payment to Mr. Thomson of an
amount equal to the six months consultant fee. The consultant 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
consultant  fee  for  the  subsequent term. The services provided by Mr. Thomson
include  ensuring that proper financial and accounting records are maintained by
us,  supervising  and  advising  on  the  conduct  of our financial affairs, and
coordinating  all  our  auditing  functions.


                                       45

<PAGE>

The  services  of  Mr.  Paul Wagorn as our chief operating officer were formerly
provided  pursuant  to  a  written  employment  agreement dated February 1, 2001
between  ourselves,  our subsidiary, Worldbid Canada Corporation, and Mr. Wagorn
whereby  Mr. Wagorn was paid a salary of $9,500 CDN per month.  This arrangement
has been superceded by a consulting contract entered into between Mr. Wagorn and
Worldbid  Canada Corporation whereby Mr. Wagorn provides his services to us as a
consultant  at an hourly rate of $54.80 CDN per hour (equal to approximately $35
US per hour).  The term of Mr. Wagorn's consultant contract expires February 28,
2003  and  is  terminable  by  either  party  on  ninety  days  written  notice.

Stock  Options

We  have  granted  incentive  stock  options  to our officers and directors. See
Executive  Compensation  -  Outstanding  Stock  Options.

Purchases  of  Our  Equity  Securities

Logan  Anderson, our president and a director, and Howard Thomson, our treasurer
and  a  director,  each  purchased shares of our common stock and share purchase
warrants on April 17, 2001. Mr. Anderson was issued 500,000 shares of our common
stock  and 250,000 share purchase warrants in consideration for the cancellation
of  $100,000  of debt owed by us to Mr. Anderson.  Mr. Thomson purchased 130,000
shares  of  our  common  stock  and 65,000 share purchase warrants at a price of
$0.20  per  unit for $26,000. Each share purchase warrant entitled the holder to
purchase  one  share  our  common stock at a price of $0.25 per share during the
first  year  following  the closing and at a price of $0.35 per share during the
second  year  following  the  closing.  No  commissions  or  fees  were  paid in
connection with the offering. The terms and exercise prices of the warrants were
amended  on September 14, 2001 such that the warrants are for the same terms and
at  the  same  exercise  prices  as  our  Series  X  Share  Purchase  Warrants.

Mr.  Harold  Moll,  one  of  our 10% shareholders, purchased on April 17, 2001 a
total of 3,500,000 shares and 1,750,000 share purchase warrants in consideration
for  an  aggregate  purchase  price  of  $700,000.  The  purchase  was a private
placement  transaction.  Each  share  purchase  warrant  entitled  Mr.  Moll  to
purchase  one share of our common stock at a price of $0.25 until April 17, 2002
and at a price of $0.35 until April 17, 2003.  The consideration was paid by the
cancellation  and forgiveness by Mr. Moll of $700,000 of indebtedness owed by us
to  Mr.  Moll.  Mr.  Moll  had  previously  advanced  the  $700,000 as a loan to
Worldbid  using  his  own  personal  funds.  No commissions or fees were paid in
connection with the offering. The terms and exercise prices of the warrants were
amended  on September 14, 2001 such that the warrants are for the same terms and
at  the  same  exercise  prices  as  our  Series  X  Share  Purchase  Warrants.

Investment  Solutions SA, one of our 5% shareholders, purchased 2,000,000 shares
of  our  common  stock  and 1,000,000 share purchase warrants from us on May 10,
2001.  We  received proceeds of $400,000 from this sale.  The terms and exercise
prices of the warrants were amended on September 14, 2001 such that the warrants
are  for  the  same  terms and at the same exercise prices as our Series X Share
Purchase  Warrants.

Loans  from  Insiders

Logan Anderson, a director, advanced a total of $255,600 to us during our fiscal
year  ended  April  30,  2001.  Mr.  Anderson  advanced  an additional amount of
$30,000  to us during our fiscal year ended April 30, 2002.  Funds were advanced
on  a  demand  loan  basis  and we agreed to pay interest at the rate of 10% per
annum.  Of  the amount advanced in our fiscal year ended April 30, 2001, a total
of  $100,000 was satisfied by the issue to Mr. Anderson of 500,000 shares of our
common  stock  and  250,000  share purchase warrants on April 17, 2001.  Various
amounts  were  repaid to Mr. Anderson during 2001 and 2002. Mr. Anderson has not
advanced  any  additional  funds since April 30, 2002.   The total amount of the
unpaid  principal  advanced and accrued interest is $84,710 as of July 31, 2002.
Interest  continues to accrue on all unpaid principal amounts at the rate of 10%
per  annum.

Mr.  Harold  Moll,  the  owner of more than 10% of our outstanding common stock,
advanced  a total of $796,850 to us during our fiscal year ended April 30, 2001.
Mr.  Moll advanced an additional amount of $284,691 to us during our fiscal year
ended  April  30,  2002.  All  funds were advanced on a demand loan basis and we
agreed  to pay interest at the rate of 10% per annum.  Of the amount advanced in
our  fiscal  year ended April 30,


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<PAGE>

2001,  a  total  of $700,000 was satisfied by the issue to Mr. Moll of 3,500,000
shares  of  our  common stock and 1,750,000 share purchase warrants on April 17,
2001. Various amounts were repaid to Mr. Moll during 2001 and 2002. Mr. Moll has
not  advanced any additional funds since April 30, 2002. The total amount of the
unpaid  principal advanced and accrued interest is $321,794 as of July 31, 2002.
Interest  continues to accrue on all unpaid principal amounts at the rate of 10%
per  annum.


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

(a)     Exhibits

The  following exhibits are either provided with this Report or are incorporated
herein  by  reference:

Exhibit 2.1     Agreement  and  Plan  of  Merger  dated  February  2,  2001(3)

Exhibit 2.2     Amendment  No.  1  to  the  Agreement  and Plan of Merger dated
                February  21,  2001(3)

Exhibit 2.3     Articles  of  Merger of Worldbid (Acquisition) Corporation with
                and  into RequestAmerica.com,  Inc.(3)

Exhibit 2.4     Agreement  of  Merger  by  and  between  Worldbid (Acquisition)
                Corporation  and  RequestAmerica.com,  Inc.  (3)

Exhibit 2.5     Certificate  of  Approval  of  Agreement  of Merger of Worldbid
                (Acquisition)  Corporation(3)

Exhibit 2.6     Certificate  of  Approval  of  Agreement  of  Merger  of
                RequestAmerica.com,  Inc.  (3)

Exhibit 2.7     RequestAmerica.com,  Inc.  2000  Stock  Option/  Stock Issuance
                Plan(3)

Exhibit 3.1:    Articles  of  Incorporation(1)

Exhibit 3.2:    Certificate  of  Amendment  of  Articles  of  Incorporation(1)

Exhibit 3.3:    By-Laws  of  the  Company(1)

Exhibit 3.4:    Certificate  of  Amendment  of  Articles  of  Incorporation(2)

Exhibit 4.1:    Specimen  Stock  Certificate(1)

Exhibit 4.2     Form  of  15%  Guaranteed  Convertible  Notes(4)

Exhibit 4.3     Form  of  Series  X  Share  Purchase  Warrant(4)

Exhibit 4.4:    2000  Stock  Option  Plan(2)

Exhibit 10.1    Executive Consultant Agreement dated September 1, 2001 between
                Worldbid  and  Logan  Anderson(5)

Exhibit 10.2    Executive Consultant Agreement dated September 1, 2001 between
                Worldbid  and  Howard  Thomson(5)

Exhibit 99.1    Certification  pursuant to pursuant to 18 U.S.C. Section 1350,
                as  adopted  pursuant  to  Section  906  of  the  Sarbanes-
                Oxley  Act of 2002(5)

(1)  Incorporated by reference from our registration statement on Form10-SB12G/A
     filed  with  the  Securities  and  Exchange Commission on November 30, 1999
     (File  No.  0-26729).


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<PAGE>



(2)  Incorporated  by  reference  from our Form 10-Q Quarterly Report filed with
     the  Securities  and  Exchange  Commission  on  December  15,  2000.

(3)  Incorporated  by  reference  from  Form  8-K  Current Report filed with the
     Securities  and  Exchange  Commission  on  March  9,  2000.

(4)  Incorporated  by  reference  from our Form 10-Q Quarterly Report filed with
     the  Securities  and  Exchange  Commission  on  December  24,  2001.

(5)  Filed  as  an  Exhibit  to  this  Annual  Report  on  Form  10-KSB.

(b)     Reports  on  Form  8-K

On April 29, 2002, we filed a Current Report on Form 8-K to disclose that Global
Internet  Holdings  Ltd.  ("Global"), a company controlled by  Scott Wurtele,  a
former  director,  former  president  and  former  chief  executive  officer  of
Worldbid,  had  agreed to sell its entire holdings of 5,660,540 shares of common
stock of Worldbid (being  approximately 23.4% of the common stock outstanding at
that  time)  to  a  group  of  eight  independent  investors.


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<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, President and Chief Executive Officer
     Director
     Date:  August 13, 2002


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, President and Chief Executive Officer
     (Principal Executive Officer)
     Director
     Date:  August 13, 2002


By:  /s/ Howard Thomson
     _________________________________________
     Howard Thomson, Secretary, Treasurer and Chief Financial Officer
     (Principal Financial Officer and Principal Accounting Officer)
     Director
     Date:  August 13, 2002


By:  /s/ Paul Wagorn
     _________________________________________
     Paul Wagorn
     Chief Operating Officer
     Director
     Date:  August 13, 2002