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

FORM 10-KSB/A

**x******ANNUAL
  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended April 30, 2004

** ̈******TRANSITION
  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
  
  For the transition period from _________ to __________

COMMISSION FILE NO.: 000-26729

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

|NEVADA                                                             | 88-0427619                                   
|------------------------------------------------------------------ | ---------------------------------------------
|(State or other jurisdiction of                                    | (I.R.S. Employer Identification
      Number)
|incorporation or organization)                                     |                                              
|                                                                   |                                              
|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: | Common Stock, Par Value                      
|                                                                   | $0.001 Per Share                             

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

Check if there is no disclosure of delinquent filers in response
  to Item 405 of Regulation S-B is 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, 2004 were $413,569.

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
  21, 2004 is approximately $3,183,388.

The number of shares of the issuer's common stock outstanding
  as of July 21, 2004 is 126,014,016 shares.

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

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WORLDBID CORPORATION ANNUAL REPORT ON FORM 10-KSB

INDEX

|           |                                                                                                                             | PAGE
|---------- | --------------------------------------------------------------------------------------------------------------------------- | ----
|PART I     |                                                                                                                             |     
|           |                                                                                                                             |     
|Item 1.    | Description Of Business                                                                                                     | 1   
|           |                                                                                                                             |     
|Item 2.    | Description Of Property                                                                                                     | 18  
|           |                                                                                                                             |     
|Item 3.    | Legal Proceedings                                                                                                           | 18  
|           |                                                                                                                             |     
|Item 4.    | Submission Of Matters To A
      Vote Of Security Holders                                                                   | 18  
|           |                                                                                                                             |     
|PART II    |                                                                                                                             |     
|           |                                                                                                                             |     
|Item 5.    | Market For Common Equity And
      Related Stockholder Matters                                                              | 19  
|           |                                                                                                                             |     
|Item 6.    | Management's Discussion And
      Analysis Or Plan Of Operation                                                             | 20  
|           |                                                                                                                             |     
|Item 7.    | Financial Statements                                                                                                        | 26  
|           |                                                                                                                             |     
|Item 8.    | Changes In And Disagreements
      With Accountants On Accounting And Financial Disclosure                                  | 27  
|           |                                                                                                                             |     
|Item 8A.   | Controls and Procedures                                                                                                     | 27  
|           |                                                                                                                             |     
|PART III   |                                                                                                                             |     
|           |                                                                                                                             |     
|Item 9.    | Directors, Executive Officers,
      Promoters And Control Persons; Compliance With Section 16(a) Of The Exchange
      Act | 28  
|           |                                                                                                                             |     
|Item 10.   | Executive Compensation                                                                                                      | 30  
|           |                                                                                                                             |     
|Item 11.   | Security Ownership Of Certain
      Beneficial Owners And Management and Related Stockholder Matters                        | 34  
|           |                                                                                                                             |     
|Item 12.   | Certain Relationships And
      Related Transactions                                                                        | 36  
|           |                                                                                                                             |     
|Item 13.   | Exhibits And Reports On Form
      8-K                                                                                      | 38  
|           |                                                                                                                             |     
|Item 14.   | Principal Accountant Fees
      and Services                                                                                | 40  
|           |                                                                                                                             |     
|Signatures |                                                                                                                             | 41  

ii

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**Explanatory Note**

This Amended Annual Report on Form 10-KSB/A dated April 12,
  2005 is being filed to:

|(i)   | reflect restatements of our audited consolidated
        balance sheets as of April 30, 2004 and April 30, 2003 and our audited
        consolidated statements of operations, cash flows and stockholders’
        equity for the years ended April 30, 2004 and April 30, 2003 and the notes
        related thereto;                                                                                                                                                                                                                                                                                                                                                                                                                           
|----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|(ii)  | correct an error in the audited consolidated financial
        statements in recording the beneficial conversion feature of previously
        issued convertible debentures and to allocate a portion of the convertible
        debt proceeds to the warrants issued with that debt. The net effect of
        the restatement increases the losses for the year ended April 30, 2004
        by $452,878 to $1,136,921, and for the year ended April 30, 2003, by $774,523
        to $1,198,349. The restatement results in an increase in the reported
        loss per share in fiscal 2003 from a loss per share of $0.01 to $0.03
        per share, and did not have an impact on previously reported loss per
        share in 2004; and
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|(iii) | expand the revenue recognition accounting policy note
        in the audited consolidated financial statements with regard to deferred
        revenue.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

Other than the foregoing items and conforming changes to Item
  6 of the Form 10-KSB/A related thereto, no part of the Annual Report on Form
  10-KSB filed on June 30, 2004 is being amended, and the filing of this Amended
  Annual Report on Form 10-KSB/A should not be understood to mean that any other
  statements contained therein are untrue or incomplete as of any date subsequent
  to June 30, 2004.

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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", "us", "our" 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 prior fiscal year ended April 30, 2003 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
  to achieve substantial financing:

| | 1. | We have maintained our staffing levels to six full-time
        contract and five part-time personnel. 
| | -- | -------------------------------------------------------------------------------------------------------
| | 2. | We have generally attempted to lower all our operating
        costs.                                  
| | 3. | We have cancelled partnership agreements that did
        not provide sufficient income to cover costs.
| | 4. | We have limited new partnership arrangements to
        those that provide an immediate revenue stream.

We were successful in substantially reducing our operating
  costs while increasing our revenues during the fiscal year ended April 30, 2003.
  We continued our reduced operating costs while maintaining revenues during our
  fiscal year ended April 30, 2004. However, we continue to have a working capital
  deficit and we require additional financing to continue our operations.

We have experienced the following significant changes since
  April 30, 2003:

In March, 2004, we entered into a contractor agreement with Ningbo Free
      Trade Zone World E-Commercial Affairs Co. Lt. (the "Contractor") pursuant
      to which we agreed to, among other things: (i)develop and operate a website
      entitled www.worldbidchina.com (the
      "China Website"); (ii) provide ancillary services in connection thereto
      including hosting, maintenance, providing content and artwork and programming;
      (iii) grant the Contractor an exclusive right to sell advertising for the
      China Website within certain designated areas in China and to identify itself
      as contractor for the China Website; and (iv) share revenues from the China
      Website with the Contractor. In consideration of the above, the Contractor
      agreed to provide certain marketing and promotional services in


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- During our fiscal quarter ended January 31, 2004, we
      increased the number of authorized shares ofour common stock from 100,000,000
      shares to 500,000,000 shares and created a class of 100,000,000 authorized
      shares of preferred stock to allow us to raise additional funds through
      private placements of our securities including offerings of our secured
      convertible notes.
- In January, 2004, we adopted our 2004 Stock Incentive
      Plan in order to fund our operations and compensate various consultants
      associated with marketing of our website, the development and maintenance
      of our website, and legal and related matters that we deemed essential to
      our operations. We increased our reliance on stock based compensation due
      to our limited ability toraise funds for these activities through sales
      of our equity securities or from revenues generated by our operations.
- In August, 2003, we entered into a web service agreement
      with Impexpo Business International ("IBI"), a company which runs a world
      trade gateway located at www.impexpobiz.com. Under this agreement, we agreed
      to assist IBI in designing and marketing a customized website at www.impexpobiz.worldbid.com
      (the "IBI Website") based on worldbid.com. Pursuant to the terms ofthe agreement
      we agreed to co-host the IBI Website, pay a referral fee to IBI for all
      memberships sold on the site, and share revenues from advertising sold on
      the IBI Website. The agreement is for a term of one year with an automatic
      renewal each year thereafter subject to any written notice of termination
      provided by either party.
- In July, 2003, Mr. Logan Anderson, our chief executive
      officer, negotiated a settlement with KPMG LLP, chartered accountants ("KPMG")
      in July, 2003 whereby Mr. Anderson acquired certain debts owed by us to
      KPMG and KPMG agreed to provide us with a consent dismissal order dismissing
      their action against us. KPMG had commenced an action against us in the
      British Columbia Supreme Court in respect of unpaid fees and accrued interest
      in connection with services previously provided by KPMG to us. We entered
      into a settlement agreement with Mr. Anderson as the owner of the debt,
      under the terms of which we issued to Mr. Anderson our 15% guaranteed convertible
      notes in the principal amount of $135,000, being the principal and accrued
      interest, to Mr. Anderson, together with an aggregate of 2,700,000 Series
      X Share Purchase Warrants. See "Management's Discussion and Analysis or
      Plan of Operation - Settlement of Amounts Owed to KPMG".
- In June, 2003, we entered into a referral agreement
      with Coble International, a company which runs a world trade gateway located
      at www.importexporthelp.com. We created a customized trade leadsite with
      most of the functionality of Worldbid and the branding of www.importexporthelp.com.
      Thisnew site is located at imexhelp.worldbid.com. Under this agreement,
      Coble International has agreed to market this website to its website users
      though a pop-under' ad and high-visibility links throughout its website.
      Worldbid shares subscription revenue that is generated by this website.
      The agreement is for a term of one year with an automatic renewal each year
      thereafter subject to written notice provided by either party.
- We increased our efforts to obtain more advertising
      business during fiscal 2004, which contributed to an increase in our revenues
      during the year.

These corporate developments are discussed below.

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

Registration

Except for specific limited exemptions, each business that
  wishes to take advantage of the Worldbid web sites is required to register with
  us and pay a subscription prior to posting any offer to sell or request for
  tender. Businesses are required to register during an on-line Internet session.
  Each business is required to provide basic information regarding their business
  and identity and to complete a simple questionnaire. After registration and
  payment, 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 over 800,000 trade leads in more
  than 1,000 separate industry categories and sub-categories. Approximately 327,000
  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 100 per day. The Worldbid web sites receive over 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 1,000), allowing us to serve a
  wide variety of business and government users. Users can also request additional
  categories and sub-categories. We believe that this flexible format enables
  us to attract a broad range of businesses that presently do not have any conventional
  means of requesting tenders or obtaining requests for their products or services.
  The global nature of the Internet and its ability to be accessed throughout
  the world enable the Worldbid web sites to be used by businesses to access markets
  outside their geographic region.

Company Showrooms

We have developed a service that allows our registered users
  to build a "company showroom," or product catalogue, on our Worldbid web site
  and be listed in the company directory that we have generated. This service,
  which has quickly grown to include over 7,100 company 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 some transactions. We entered
  into an agreement in July 2002 with an arms length party that provides us

5

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with the ability to provide monetary transactions between
  members and have integrated 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. 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.

6

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

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

Technical Features of Worldbid Network

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

All Worldbid Network sites are now co-located at Pacific Coast
  Net, an Internet service provider in Victoria, British Columbia. 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.

7

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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; and                                                                                                    
|  
|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 partnership or strategic alliance
  arrangements.

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 $599 per annum to new subscribers. The membership fee is
  payable in monthly, quarterly, or annual installments. The sub-sites vary in
  their membership subscription fees. We have determined to stop our previous
  practice of offering free trial periods to prospective new members. We do not
  require those original members who signed up prior to our implementation of
  subscription fees to pay subscription membership fees. Accordingly, we only
  earn subscription membership fees from new members. We may in the future determine
  to impose the payment of a subscription membership fee on our original members
  as a condition of their continued use of the Worldbid web sites.

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

Revenues from sales of membership subscriptions currently
  account for in excess of approximately 80% 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. Higher fees are earned for information
  volunteered by our members that we refer to as "opt-in" information. We earn
  lower fees for postal record information.

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

8

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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.

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 5% of our revenues. We plan to continue to attempt to generate advertising
  revenues. However, we believe that advertising revenues will continue to be
  a secondary component of our revenues, when compared revenues from membership
  subscription fees, the primary component of our 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.

WORLDBID GLOBAL PAYMENT SERVICES

We have entered into a strategic alliance with Cambridge Mercantile
  Corporation to provide web-based foreign currency exchange and other global
  payment services such as wire transfers and bank drafts to our Worldbid subscribers.
  We will share revenue generated from these services with Cambridge Mercantile
  pursuant to a revenue sharing agreement whereby we will receive a percentage
  of the revenue from each deal for which we provide and leads and marketing.
  Cambridge Mercantile will provide the proprietary software and backroom support
  for these services at no cost to Worldbid.

We have subsequently entered into an arrangement to extend
  these global payment services to the members of The Federation of International
  Trade Associations ("FITA"). Under the agreement, FITA will market our

9

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global payment services to its members. We will provide FITA
  with a percentage of the revenue of all transactions that are generated as a
  result of FITA's marketing.

ACQUISITION OF ECEUROPE

We entered into a Memorandum of Agreement dated September
  18, 2002 with City of London Group PLC for the acquisition of certain ECeurope
  assets. Pursuant to this agreement, we issued 2,500,000 shares of our common
  stock and 2,500,000 share purchase warrants in consideration for our acquisition
  of the following assets:

| | (a) | The domain name "ECeurope.com" and all rights and
        trademarks associated with this domain;
| | --- | -------------------------------------------------------------------------------------------------
| | (b) | The customer list of ECeurope.com, consisting of
        approximately 130,000 registered users; 
| | (c) | The ECeurope.com database of over 3 million e-mail
        addresses; and                        
| | (d) | The ECeurope.com database of trade leads.                                                        

Each share purchase warrant issued entitles City of London
  Group PLC to purchase one share of our common stock at any time prior to September
  12, 2005 on the following basis:

| | (a) | $0.01 per share if exercised prior to September
        12, 2003;                                 
| | --- | --------------------------------------------------------------------------------------------------
| | (b) | $0.02 per share if exercised after September 12,
        2003 and prior to September 12, 2004; and
| | (c) | $0.03 per share if exercised after September 12,
        2004 and prior to September 12, 2005.    

We have integrated these assets into our operations. The www.eceurope.com
  website code was abandoned, and is now operated as a standard sub-site of www.worldbid.com,
  using Worldbid's proprietary programming. As a result of this acquisition, we
  have been able to increase our existing subscriber base and website traffic,
  with a consequential increase in revenues and exposure for Worldbid. Subsequent
  to this acquisition, we entered into a partnership arrangement with Europages.com
  (managed by Euredit S.A. of Paris, France) to bring the European Business Directory
  to members of the ECeurope.com web site.

As eceurope.com has now been integrated into the Worldbid
  network as another sub-site, we do not track revenue separately from an accounting
  perspective. ECeurope is not operated as a separate business unit.

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.

10

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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 an agreement with Coble International,
        a company which runs a world trade gateway located at www.importexporthelp.com.
        We have created a customized trade lead site with most of the functionality
        of Worldbid and the branding of www.importexporthelp.com. This new site
        is located at imexhelp.worldbid.com. Under this agreement, Coble International
        has agreed to market this website to its website users though a pop-under'
        ad and high-visibility links throughout its website. Worldbid shares subscription
        revenue that is generated by this website. The term of this agreement
        is one year with automatic renewal unless written notice is provided by
        either party.                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|  
|4. | We 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|  
|5. | We entered into a contractor agreement with Ningbo
        Free Trade Zone World E-Commercial Affairs Co. Lt. (the "Contractor")
        pursuant to which we agreed to, among other things: (i) develop and operate
        a website entitled www.worldbidchina.com (the "China Website"); (ii) provide
        ancillary services in connection thereto including hosting, maintenance,
        providing content and artwork and programming; (iii) grant the Contractor
        an exclusive right to sell advertising for the China Website within certain
        designated areas in China and to identify itself as contractor for the
        China Website; and (iv) share revenues from the China Website with the
        Contractor. In consideration of the above, the Contractor agreed to provide
        certain marketing and promotional services in connection with the China
        Website and to pay us the following license fees: $30,000 by March 20,
        2004; $10,000 by March 20, 2005; $10,000 by March 20, 2006; $10,000 by
        March 20, 2007; and $10,000 by March 20, 2008. The agreement is for a
        term of 5 years subject to any written notice of termination provided
        by either party.
|  
|6. | We entered into a web service agreement with Impexpo
        Business International ("IBI"), a company which runs a world trade gateway
        located at www.impexpobiz.com. Under this agreement, we agreed to assist
        IBI in designing and marketing a customized website at www.impexpobiz.worldbid.com
        (the "IBI Website") based on worldbid.com. Pursuant to the terms of the
        agreement we agreed to co-host the IBI Website, pay a referral fee to
        IBI for all memberships sold on the site, and share revenues from advertising
        sold on the IBI Website. The agreement is for a term of one year with
        an automatic renewal each year thereafter subject to any written notice
        of termination provided by either party.                                                                                                                                                                                                                                                                                                                                                                                                                                                               

Online Marketing

We have minimized our on-line marketing activities during
  our fiscal year ended April 30, 2004 as part of our determination to scale back
  marketing efforts in order to reduce our operating costs. We continue to reevaluate
  the use of on-line marketing through the use of highly targeted e-mails or banner
  advertisements.

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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.

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INTELLECTUAL PROPERTY AND OTHER PROPRIETARY RIGHTS

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

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

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

RESEARCH AND DEVELOPMENT EXPENDITURES

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

COMPETITION

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

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

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

Increased competition may result in the reduction in potential
  advertising and subscription membership fees, the reduction of usage of the
  Worldbid web sites and our inability to generate business acceptance of the
  Worldbid web sites. Each of these factors would likely result in increased operating
  costs and our inability to generate revenues, any one of which could materially
  adversely affect our business, results of operations and financial condition.
  Many of our current and potential competitors have significantly greater financial,
  marketing, customer support, technical and other resources than we do. As a
  result, such competitors may

13

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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.

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, our chief executive officer, one of our directors,
  and our major shareholder. There is no assurance that Mr. Anderson will advance
  further funds to us in order to finance our business operations. There is also
  no assurance that we will complete any further sales of our securities. We have
  no agreements for additional financing and there can be no assurance that additional
  funding will be available to us on acceptable terms in order to enable us to
  complete our plan of operations. We may not be able to continue operations if
  additional financing is not obtained.

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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, 2004 and April 30, 2003 totaled
  $413,569 and $341,317 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 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

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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.        

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, 2004, our accumulated deficit was $8,041,942.
  We sustained a $1,136,921 net loss for the year ended April 30, 2004. 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.

16

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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 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.                                                         

17

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

Our common shares are traded on the OTC Bulletin Board under
  the symbol "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 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 at a monthly fee
  of $1,000, for a term expiring February 28, 2005.

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

ITEM 3.             LEGAL
  PROCEEDINGS.

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

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

No matters were submitted to our security holders for a vote
  during the fourth quarter of our fiscal year ending April 30, 2004.

18

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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" and on the Berlin Stock Exchange under the symbol
  "WD2". The first day on which our shares were traded under the stock symbol
  WBID was July 6, 2000. The high and the low prices for our shares for each quarter
  of our last two fiscal years of actual trading were:



|Fiscal Quarter Ended | High  | Low   
|-------------------- | ----- | ------
|April 30, 2004       | $0.18 | $0.07 
|January 31, 2004     | $0.25 | $0.03 
|October 31, 2003     | $0.05 | $0.02 
|July 31, 2003        | $0.06 | $0.02 
|April 30, 2003       | $0.07 | $0.007
|January 31, 2003     | $0.01 | $0.003
|October 31, 2002     | $0.01 | $0.01 
|July 31, 2002        | $0.02 | $0.01 




Holders of Common Stock

As of the date of July 21, 2004, there were 113 registered
  shareholders of our common stock.

Dividends

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.

19

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Recent Sales of Unregistered Securities

We did not complete any sales of securities without registration
  pursuant to the Securities Act of 1933 during the fiscal year ended April 30,
  2004 that have not been reported on our previous Quarterly Reports on Form 10-QSB
  during the fiscal year.

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

We currently earn revenue from the following sources:

| | 1. | sales of membership subscriptions to businesses
        using our Worldbid web site;                                                                                 
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                      
| | 2. | up-front fees for partnership arrangements where
        we are paid for our web site development services;                                                          
| |    |                                                                                                                                                                      
| | 3. | sales of advertising placed on our Worldbid web
        sites and on e-mail trade notifications that are transmitted via the Worldbid
        web 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 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 operating expenses continue to exceed our revenues. Accordingly,
  our ability to continue our business operations is subject to our achieving
  additional financing. See the discussion below under "Liquidity and Financial
  Condition". In order to address our shortage of cash and working capital, we
  took the following measures since our previous fiscal year ended April 30, 2003
  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.                                                                                                     

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

2004 COMPARED TO 2003

Revenues

We had revenues of $413,569 for the year ended April 30, 2004,
  compared to $341,317 for the year ended April 30, 2003, representing an increase
  of $72,252 or 21%. Our revenues from sales of membership subscriptions to our
  Worldbid web sites and partnership fees for the year ended April 30, 2004 increased
  to $328,944, representing 79% of our total revenues, compared to $292,774 for
  the year ended April 30, 2003, representing 86% of revenues. Revenues in connection
  with partnership arrangements are equal to approximately 4.1%of total
  revenues and are comprised primarily of up-front fees paid by our partners for
  web site development services, with the balance being comprised of our proportionate
  share of web site

20

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membership subscription sales through the partnership arrangement.
  Our revenues from advertising sales increased to $58,393 for the year ended
  April 30, 2004 from $32,978 for the year ended April 30, 2003. The increase
  in revenues is attributed to the expansion and continued development of our
  EC Europe business and our entry into several referral and advertising agreements
  during the year.

Our revenues from membership subscriptions and partnership
  fees reflect our decision to pursue revenues from subscriptions to our Worldbid
  web sites as our primary source of revenue. See "Overview" above. We anticipate
  that revenue from membership subscriptions will continue to increase if we are
  successful in attracting new users to the Worldbid web sites who are prepared
  to pay a subscription fee and in convincing current users of the Worldbid web
  sites to become paying subscribers. We anticipate that revenue from advertisements
  may increase during our current fiscal year; however, we believe that these
  revenues will constitute less than 20% of our revenues notwithstanding any overall
  increase. Revenues from our Worldbid global payment services and data mining
  services were minimal during 2004.

Our revenues derived from partnership arrangements increased
  marginally in 2004 to $17,000 compared to $14,000 in 2003 and are likely to
  increase further in 2005 due to our increased efforts to pursue partnerships
  in Asia.

Operating Expenses

Our operating expenses were $1,097,612 for the year ended
  April 30, 2004, compared to operating expenses of $765,143 for the year ended
  April 30, 2003, representing an increase of $332,469 or 44%. Our selling, general
  and administrative expenses increased to $919,520 for the year ended April 30,
  2004, compared to $478,515 for the year ended April 30, 2003, representing an
  increase of $441,005 or 92.2% . Our general and administrative expenses increased
  to $844,500 for the year ended April 30, 2004, compared to $420,578 for the
  year ended April 30, 2003, representing an increase of $423,922 or 100.8% .
  The increase in our operating expenses and selling, general and administrative
  expenses was primarily due to the inclusion of stock based compensation of $462,812
  in operating expenses.

Exclusive of stock based compensation, our operating expenses
  decreased to $634,800 for the year ended April 30, 2004. This decrease exclusive
  of stock based compensation reflects our decision to scale back our selling
  and marketing expenses due to our limited working capital. We expect that our
  selling, general and administration expenses may increase substantially if we
  are able to achieve the necessary financing to enable us to implement our expansion
  strategy in accordance with our business plan. We anticipate that our operating
  expenses will be maintained at the current level if we are able to maintain
  our current revenues without receiving any additional financing.

During the year ended April 30, 2004, we incurred selling
  expenses in the amount of $75,020, compared to $57,937 for the year ended April
  30, 2003, representing an increase of $17,083 or 29.5% . 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 decreased to $116,881 for the year ended
  April 30, 2004, compared to $137,542 for the year ended April 30, 2003, representing
  a decrease of $20,661 or 15%. The interest expense was incurred pursuant to
  loans that have been advanced to enable us to maintain our business operations
  and pursuant to convertible notes that we have issued as payment of accrued
  liabilities. The increase to our interest expense was primarily attributable
  to interest payable on our outstanding convertible notes and is reflective of
  the conversion of substantial indebtedness into convertible notes during 2003
  and 2004. We anticipate that our interest expense will decline substantially
  due to recent conversions of our convertible notes.

During the year ended April 30, 2004, we incurred amortization
  of debt discount expense of $452,878 compared to $774,523 for the year ended
  April 30, 2003, representing a decrease of $321,645 or 41.5%. This expense has
  no impact on our cash flow.

21

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Stock Based Compensation Expenses

We increased our reliance on stock based compensation in order
  to fund our operations during 2004 due to our limited ability to raise funds
  for these activities through sales of our equity securities or from revenues
  generated by operations. Stock based compensation expense included in selling,
  general and administrative expenses was $462,812, equaling 50.3% of total selling,
  general and administrative expenses for the year ended April 30, 2004, compared
  to $Nil for the year ended April 30, 2003.

During the year ended April 30, 2004, we granted options to
  purchase 10,150,000 shares of our common stock to various consultants associated
  with marketing, legal and related matters that we deemed essential to our operations.
  We did not issue any options in 2003. From time to time we may grant a significant
  number of options to purchase common stock to non-employees.

We recognize compensation expense in accordance with Accounting
  Principles Board Opinion No. 25. Generally, under APB No. 25 compensation expense
  is recognized for the difference between the market price of the underlying
  stock and the exercise price of the stock options. This method of accounting
  is different from the fair value method of accounting that is prescribed by
  SFAS No. 123. Had we adopted the fair value method of accounting, our total
  stock-based compensation expense would have increased from $462,182 to $751,135
  and our loss would have increased from $684,043, or $0.01 per share, to $972,366,
  or $0.01 per share. This pro forma information is disclosed in further detail
  in Note 7 to our financial statements and in the Business and Significant Accounting
  Policies included in our financial statements under the heading "Stock-Based
  Compensation".

Net Loss

We recorded a net loss of $1,136,921 for the year ended April
  30, 2004, compared to a loss of $1,198,349 for the year ended April 30, 2003
  representing a decrease of $61,428 or 5%. The loss for the year ended April
  30, 2004 includes two substantial non-cash expenses: (i) stock-based compensation
  expenses of $462,812; and (ii) amortization of debt discount of $452,878. The
  loss for the year prior to deduction of these items was $221,231.

The loss for the year ended April 30, 2003 includes a substantial non-cash
  item, amortization of debt discount, of $774,523. The loss for the year ended
  April 30, 2003 prior to this item was $423,896. The decrease in the loss (exclusive
  of the above non-cash items) of $202,665 or 47.8% is attributable to the reduction
  of operating expenses and interest expense.

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

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

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

22

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LIQUIDITY AND CAPITAL RESOURCES

We had cash on hand of $91,618 as at April 30, 2004, compared
  to cash on hand of $41,834 as at April 30, 2003. We had a working capital deficit
  of $173,964 as at April 30, 2004, compared to a working capital deficit of $393,990
  as at April 30, 2003.

We were able to achieve a substantial reduction to our working
  capital deficit during the year ended April 30, 2003 by the issuance of our
  15% guaranteed convertible notes and Series X Share Purchase Warrants to our
  creditors in conversion of an aggregate of $250,000 in indebtedness. As a result
  of this conversion of indebtedness into convertible notes and as a result our
  settlement with KPMG, our accounts payable and accrued liabilities decreased
  to $250,717 as of April 30, 2004 from $438,418 as of April 30, 2003, representing
  a decrease of $187,701. We did not complete any sales of our 15% guaranteed
  convertible notes and Series X Share Purchase Warrants during the three months
  ended April 30, 2004.

We have historically been dependent on sales of our equity
  securities, secured convertible notes and loans from certain of our shareholders
  to finance our business operations. We did not achieve any sales of our common
  stock or other equity securities for cash proceeds during the year ended April
  30, 2004. There is no assurance that we will be able to complete further sales
  of our equity securities, secured convertible notes or obtain further loans
  in order to finance our business operations.

We have also financed our business operations using loans
  advanced by Logan Anderson, our chief executive officer and one of our directors,
  and by one of our former principal shareholders. The total amount of shareholders
  loans payable by us to Mr. Anderson and the shareholder was $21,680 as of April
  30, 2003. There is no assurance that either Mr. Anderson or any other shareholder
  will advance further funds to us in order to finance our business operations.

Our monthly selling, general and administrative expenses are
  approximately $40,000 to $50,000 per month. Our current revenues are approximately
  $35,000 per month. Accordingly, we are still dependent on additional financing
  to maintain our business operations. We will continue to attempt to maintain
  our reduced level of operating costs while maintaining revenues in order to
  reduce our financing requirements. We will require additional financing in order
  to repay our outstanding liabilities, as reflected in our working capital deficit.
  Failure to repay our creditors or make satisfactory arrangements to repay our
  creditors may impact our ability to continue operations. Our interest expense
  has increased to approximately $15,000 per month and is primarily attributable
  to interest accruing on our 15% guaranteed convertible notes. We have paid this
  interest expense by issuing additional shares of our common stock at a discount
  to market in accordance with the terms of the convertible notes. We anticipate
  that our interest expense will decline substantially due to recent conversions
  of our convertible notes.

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.

Settlement of Amounts Owed to KPMG

Our accounts payable and accrued liabilities for the fiscal
  year ended April 30, 2003 includes an amount of $127,105 in respect of amounts
  payable by us to KPMG, our former auditor, in connection with services previously
  provided by KPMG. We had contested the amount of owing to KPMG and had attempted
  to negotiate a fee reduction with KPMG. We were unable to negotiate a satisfactory
  payment arrangement and KPMG commenced an action against us in the British Columbia
  Supreme Court in respect of unpaid fees and accrued interest. Mr. Logan Anderson,
  our chief executive officer, negotiated a settlement with KPMG in July, 2003
  whereby Mr. Anderson acquired the debt owed by us to KPMG. We entered
  into a settlement agreement with Mr. Anderson as the owner of the debt whereby
  we issued our 15% guaranteed convertible notes in the principal amount of $135,000,
  being the principal and accrued interest, to Mr. Anderson, together with an
  aggregate of 2,700,000 Series X Share Purchase Warrants.

Credit Card Facility

In April 2003, the provider of our former internet credit
  card facility terminated its relationship with us. In connection with this termination,
  one of our bank accounts was frozen by the credit card company to secure future
  charge-backs. There was a balance of approximately $28,000 in the bank account
  on the date of imposition of the restriction. Subsequent to April 30, 2003 charge-backs
  of approximately $9,400 were received by us. The Bank released all remaining
  funds in December, 2003 and those funds were used to directly reduce a shareholder's
  loan which was advanced to cover the deposit mentioned below. Another credit
  card facility has been arranged by us as a result of the termination of the
  former credit card facility. We have paid a security deposit of $20,000 in respect
  of this new facility. Credit card charge-backs represent

23

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amounts that are billed by and paid by credit card where the
  owner of the credit card claims that the credit card was used without their
  authorization. In the event of a credit card charge-back, we are required to
  reimburse the funds advanced to us by the credit card company.

15% Guaranteed Convertible Notes

In 2002, our board of directors approved an offering
  of secured convertible notes and share purchase warrants in order enable us
  to raise the funds required for us to sustain our business operations. The offering
  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 $250,000 of our 15% guaranteed convertible
  notes and Series X Share Purchase Warrants during the year ended April 30, 2004.
  These convertible notes were issued to our creditors in consideration of the
  conversion of indebtedness owed by us in the principal amount of $250,000. We
  have now issued an aggregate of 1,306.5 of our 15% guaranteed convertible notes
  representing aggregate indebtedness under the convertible notes of $1,306,500.
  Of these convertible notes, a total representing aggregate indebtedness of $1,282,500
  have been converted into 25,650,000 shares of our common stock to date. Accordingly,
  the principal amount of our 15% guaranteed convertible notes outstanding as
  of April 30, 2004 was $24,000. In addition, we have issued an aggregate of 14,776,500
  Series X Share Purchase Warrants, none of which have been exercised to date.
  The remaining 15% guaranteed convertible notes are currently convertible into
  approximately 872,727 shares of our common stock, based on our trading price
  of our common stock of $0.055 per share as of July 22, 2004. We incurred a non-cash
  expense for the year ended April 30, 2004 on the conversion of the notes described
  in the accompanying financial statements as amortization of debt discount of
  $452,878 ($774,523 in 2003).

OFF-BALANCE SHEET ARRANGEMENTS

We have no off-balance sheet arrangements that have or are
  reasonably likely to have a current or future effect on our financial condition,
  changes in financial condition, revenues or expenses, results of operations,
  liquidity, capital expenditures or capital resources that are material to stockholders.

24

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CRITICAL ACCOUNTING POLICIES

Our consolidated financial statements have been prepared in
  accordance with accounting principles generally accepted in the United States
  of America. As such, some accounting policies have a significant impact on the
  amount reported in these financial statements. A summary of those significant
  accounting policies can be found under the heading "Business and Significant
  Accounting Policies" in our consolidated financial statements included in Item
  7 of this Form 10-KSB. Note that our preparation of this Annual Report on Form
  10-KSB requires us to make estimates and assumptions that affect the reported
  amount of assets and liabilities, disclosure of contingent assets and liabilities
  at the date of our financial statements, and the reported amounts of revenue
  and expenses during the reporting period. There can be no assurance that actual
  results will not differ from those estimates. We have identified certain accounting
  policies, described below, that are the most important to the portrayal of our
  current financial condition and results of operations.

Revenue Recognition

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

Stock Based Compensation

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

Financial Instruments and Concentration of Risk

Financial instruments that potentially subject us to concentrations
  of credit risk consist primarily of cash, accounts receivable, other receivables,
  accounts payable and accrued liabilities, and convertible notes. At April 30,
  2004 and 2003, the fair market value of these instruments approximated their
  financial statement carrying amount due to the short-term maturity of these
  instruments.

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

Recent Accounting Pronouncements

In May 2003, the FASB issued SFAS No. 150  "Accounting
  for Certain Financial Instruments with Characteristics of both Liabilities and
  Equity". The standard improves the accounting for certain financial instruments
  that, under previous guidance, issuers could account for as equity. The standard
  requires that those instruments be classified as liabilities in statements of
  financial position. This standard is effective for interim periods beginning
  after June 15, 2003. The adoption of SFAS No. 150 did not have an effect on
  our results of operations, financial position or debt covenants.

In January 2003, the FASB issued Interpretation No. 46 
  "Consolidation of Variable Interest Entities". Interpretation No. 46 requires
  that the assets, liabilities and results of the activity of variable interest
  entities be consolidated into the financial statements of the company that has
  the controlling financial interest. Interpretation No. 46 also provides guidance
  for determining whether a variable interest entity should be consolidated based
  on voting interest or significant financial support provided to it. Interpretation
  No. 46 became effective for us on February 1, 2003 for variable interest entities
  created prior to February 1, 2003. The adoption of Interpretation No. 46 did
  not impact our consolidated financial statements.

25

---

ITEM 7.             FINANCIAL
  STATEMENTS.

Included with this Annual Report on Form 10-KSB are our audited
  financial statements for the years ended April 30, 2004 and 2003, including
  the following:

|1. | Independent Auditors' Report of Morgan & Company
      dated July 12, 2004;             
|-- | ----------------------------------------------------------------------------------------
|  
|2. | Consolidated Balance Sheets as at April 30, 2004
      and 2003.                        
|  
|3. | Consolidated Statements of Operations for the years
      ended April 30, 2004 and 2003.
|  
|4. | Consolidated Statements of Cash Flows for the years
      ended April 30, 2004 and 2003.
|  
|5. | Consolidated Statement of Stockholders' Deficit as
      at April 30, 2004.             
|  
|6. | Notes to the Consolidated Financial Statements.                                         

26

---

WORLDBID CORPORATION

CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2004 AND 2003(Stated in U.S. Dollars)
  (Restated – Note 12)

---





REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
  FIRM

To the Stockholders and the Board of Directors of 
  Worldbid Corporation

We have audited the accompanying consolidated balance sheets
  of Worldbid Corporation as at April 30, 2004 and 2003, and the related consolidated
  statements of operations, comprehensive loss, cash flows, and stockholders’
  deficit for the two years period ended April 30, 2004 and 2003. These consolidated
  financial statements are the responsibility of the Company's management. Our
  responsibility is to express an opinion on these consolidated financial statements
  based on our audits.

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

In our opinion, these consolidated financial statements referred
  to above present fairly, in all material respects, the financial position of
  the Company as at April 30, 2004 and 2003, and the results of its operations
  and its cash flows for the two years period ended April 30, 2004 and 2003, in
  conformity with United States generally accepted accounting principles.

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.

As described in Note 12 to the consolidated financial statements,
  the accompanying consolidated financial statements of Worldbid Corporation as
  of April 30, 2004 and 2003, and for the years then ended, have been restated.

|Vancouver, Canada                   | “Morgan & Company”   
|----------------------------------- | ---------------------
|                                    |                      
|July 12, 2004, except as to Note 12 | Chartered Accountants
|which is dated as at March 30, 2005 |                      



|Tel: (604) 687-5841 |                                     | P.O. Box 10007 Pacific Centre
|------------------- | ----------------------------------- | -----------------------------
|fax: (604) 687-0075 | Sute 1488 - 700 West Georgia Street
|www.morgan-cas.com  | Vancouver, B.C. V7Y 1A1            

---

WORLDBID CORPORATION

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

|                                                             |   | APRIL 30   |  
|------------------------------------------------------------ | - | ---------- | -
|                                                             |   | 2004       |  
|                                                             |   | (Restated) |  
|                                                             |   |            |  
|ASSETS                                                       |   |            |  
|Current                                                      |   |            |  
|Cash and cash equivalents (Note
      2)                     | $ | 91,618     |  
|Trade accounts receivable, less
      allowance for doubtful |   |            |  
|accounts
      of $Nil (2003 - $Nil)                         |   | 1,302      |  
|Receivables, other                                           |   | 5,513      |  
|                                                             |   | 98,433     |  
|Security Deposits                                            |   | 28,801     |  
|Equipment(Note 2)                                            |   | 3,559      |  
|Intangible Assets(Note 3)                                    |   | 12,630     |  
|                                                             |   |            |  
|                                                             | $ | 143,423    |  
|                                                             |   |            |  
|LIABILITIES                                                  |   |            |  
|Current                                                      |   |            |  
|Accounts payable and accrued liabilities                     | $ | 195,884    |  
|Shareholder loans (Note 4)                                   |   | 21,680     |  
|Deferred income                                              |   | 54,833     |  
|                                                             |   | 272,397    |  
|                                                             |   |            |  
|Convertible Notes(Note 5)                                    |   | 19,396     |  
|                                                             |   |            |  
|STOCKHOLDERS’ DEFICIENCY                                     |   |            |  
|                                                             |   |            |  
|Capital Stock(Notes 6, 7 and 8)                              |   |            |  
|Authorized:                                                  |   |            |  
|500,000,000
      common shares, par value $0.001            |   |            |  
|100,000,000
      preferred shares, par value $0.001         |   |            |  
|Issued:                                                      |   |            |  
|126,094,416
      (2003 – 94,081,441) common shares          |   | 126,094    |  
|                                                             |   |            |  
|Additional Paid-In Capital                                   |   | 7,803,168  |  
|Contributed Surplus                                          |   | 38,200     |  
|Deferred Stock Compensation                                  |   | (45,811    | )
|Deficit                                                      |   | (8,041,942 | )
|Accumulated Other Comprehensive Income (Loss)                |   | (28,079    | )
|                                                             |   | (148,370   | )
|                                                             |   |            |  
|                                                             | $ | 143,423    |  

Commitments And Contingencies (Note 9)

See accompanying notes to the consolidated financial statements

---

WORLDBID CORPORATION

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

|                                                             |   | YEARS ENDED APRIL 30 |  
|------------------------------------------------------------ | - | -------------------- | -
|                                                             |   | 2004                 |  
|                                                             |   | (Restated)           |  
|                                                             |   |                      |  
|Revenues                                                     | $ | 413,569              |  
|                                                             |   |                      |  
|Expenses                                                     |   |                      |  
|Selling, general and administrative
      expenses (Note 11) |   | 919,520              |  
|Interest expense                                             |   | 116,881              |  
|Depreciation and amortization                                |   | 61,211               |  
|Goodwill impairment                                          |   | -                    |  
|                                                             |   | 1,097,612            |  
|                                                             |   |                      |  
|Loss Before The Following                                    |   | (684,043             | )
|                                                             |   |                      |  
|Amortization Of Debt Discount                                |   | (452,878             | )
|                                                             |   |                      |  
|Net Loss                                                     | $ | (1,136,921           | )
|                                                             |   |                      |  
|Loss Per Share, basic and diluted                            | $ | (0.01                | )
|                                                             |   |                      |  
|Weighted Average Number Of Common Shares                     |   |                      |  
|Outstanding, basic and diluted                               |   | 105,806,933          |  

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

|                                        |   | YEARS ENDED APRIL 30 |  
|--------------------------------------- | - | -------------------- | -
|                                        |   | 2004                 |  
|                                        |   |                      |  
|Net Loss                                | $ | (1,136,921           | )
|                                        |   |                      |  
|Comprehensive Income (Loss)             |   |                      |  
|Foreign currency translation adjustment |   | (6,678               | )
|                                        |   |                      |  
|Comprehensive Loss                      | $ | (1,143,599           | )

See accompanying notes to the consolidated financial statements

---

WORLDBID CORPORATION

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

|                                                |   | YEARS ENDED APRIL 30 |  
|----------------------------------------------- | - | -------------------- | -
|                                                |   | 2004                 |  
|                                                |   | (Restated)           |  
|                                                |   |                      |  
|Cash Flows From Operating Activities            |   |                      |  
|Net loss                                        | $ | (1,136,921           | )
|Items not involving cash:                       |   |                      |  
|Amortization of debt discount                   |   | 452,878              |  
|Amortization and depreciation                   |   | 61,210               |  
|Stock based compensation                        |   | 462,812              |  
|Goodwill impairment                             |   | -                    |  
|                                                |   | (160,021             | )
|Change in non-cash working capital
      items: |   |                      |  
|Accounts receivable                             |   | 19,585               |  
|Receivables, other                              |   | 1,194                |  
|Prepaid expenses                                |   | -                    |  
|Accounts payable and accrued expenses           |   | 182,111              |  
|Deferred income                                 |   | 20,179               |  
|                                                |   | 63,048               |  
|                                                |   |                      |  
|Cash Flows From Investing Activities            |   |                      |  
|Capital expenditures                            |   | (657                 | )
|Security deposits                               |   | (429                 | )
|                                                |   | (1,086               | )
|                                                |   |                      |  
|Cash Flows From Financing Activity              |   |                      |  
|Proceeds from shareholder loans,
      net      |   | (5,500               | )
|                                                |   |                      |  
|Effect Of Exchange Rate Changes On Cash         |   | (6,678               | )
|                                                |   |                      |  
|Net Increase In Cash And Cash Equivalents       |   | 49,784               |  
|                                                |   |                      |  
|Cash And Cash Equivalents, Beginning Of Year    |   | 41,834               |  
|                                                |   |                      |  
|Cash And Cash Equivalents, End Of Year          | $ | 91,618               |  
|                                                |   |                      |  
|Supplementary Cash Flow Information             |   |                      |  
|Taxes paid                                      | $ | -                    |  
|Interest paid                                   |   | -                    |  

See accompanying notes to the consolidated financial statements

---

WORLDBID CORPORATION

CONSOLIDATEDSTATEMENT OF STOCKHOLDERS’ DEFICIT

APRIL 30, 2004(Stated in U.S. Dollars)(Restated)

|                         |               |  |   |         |  |   |             |  |   |               |   |   | ACCUMULATED |   |   |              |   |   |               |  |   |            |  
|------------------------ | ------------- |  | - | ------- |  | - | ----------- |  | - | ------------- | - | - | ----------- | - | - | ------------ | - | - | ------------- |  | - | ---------- | -
|                         |               |  |   |         |  |   | ADDITIONAL  |  |   |               |   |   | OTHER       |   |   | DEFERRED     |   |   |               |  |   | TOTAL      |  
|                         | COMMON  STOCK |  |   | PAID-IN |  |   | ACCUMULATED |  |   | COMPREHENSIVE |   |   | STOCK       |   |   | CONTRIBUTED  |   |   | STOCKHOLDERS’ | 
|                         | SHARES        |  |   | AMOUNT  |  |   | CAPITAL     |  |   | DEFICIT       |   |   | LOSS        |   |   | COMPENSATION |   |   | SURPLUS       |  |   | DEFICIT    |  
|                         |               |  |   |         |  |   |             |  |   |               |   |   |             |   |   |              |   |   |               |  |   |            |  
|Balance, April 30, 2002  | 24,155,955    |  | $ | 24,156  |  | $ | 4,827,718   |  | $ | (5,706,672    | ) | $ | (8,737      | ) | $ | -            |   | $ | 38,200        |  | $ | (825,335   | )
|                         |               |  |   |         |  |   |             |  |   |               |   |   |             |   |   |              |   |   |               |  |   |            |  
|Beneficial conversion    |               |  |   |         |  |   |             |  |   |               |   |   |             |   |   |              |   |   |               |  |   |            |  
|feature                  | -             |  |   | -       |  |   | 778,950     |  |   | -             |   |   | -           |   |   | -            |   |   | -             |  |   | 778,950    |  
|Warrants issued          | -             |  |   | -       |  |   | 12,550      |  |   | -             |   |   | -           |   |   | -            |   |   | -             |  |   | 12,550     |  
|Common shares issued on  |               |  |   |         |  |   |             |  |   |               |   |   |             |   |   |              |   |   |               |  |   |            |  
|debt conversion          | 59,900,000    |  |   | 59,900  |  |   | 485,100     |  |   | -             |   |   | -           |   |   | -            |   |   | -             |  |   | 545,000    |  
|Common shares issued for |               |  |   |         |  |   |             |  |   |               |   |   |             |   |   |              |   |   |               |  |   |            |  
|debt                     | 7,525,486     |  |   | 7,525   |  |   | 48,916      |  |   | -             |   |   | -           |   |   | -            |   |   | -             |  |   | 56,441     |  
|Common shares issued for |               |  |   |         |  |   |             |  |   |               |   |   |             |   |   |              |   |   |               |  |   |            |  
|intangible asset         | 2,500,000     |  |   | 2,500   |  |   | 22,500      |  |   | -             |   |   | -           |   |   | -            |   |   | -             |  |   | 25,000     |  
|Warrants issued for      |               |  |   |         |  |   |             |  |   |               |   |   |             |   |   |              |   |   |               |  |   |            |  
|intangible asset         | -             |  |   | -       |  |   | 25,514      |  |   | -             |   |   | -           |   |   | -            |   |   | -             |  |   | 25,514     |  
|Foreign exchange         |               |  |   |         |  |   |             |  |   |               |   |   |             |   |   |              |   |   |               |  |   |            |  
|translation adjustment   | -             |  |   | -       |  |   | -           |  |   | -             |   |   | (12,664     | ) |   | -            |   |   | -             |  |   | (12,664    | )
|Net loss                 | -             |  |   | -       |  |   | -           |  |   | (1,198,349    | ) |   | -           |   |   | -            |   |   | -             |  |   | (1,198,349 | )
|                         |               |  |   |         |  |   |             |  |   |               |   |   |             |   |   |              |   |   |               |  |   |            |  
|Balance, April 30, 2003  | 94,081,441    |  |   | 94,081  |  |   | 6,201,248   |  |   | (6,905,021    | ) |   | (21,401     | ) |   |              |   |   | 38,200        |  |   | (592,893   | )
|                         |               |  |   |         |  |   |             |  |   |               |   |   |             |   |   |              |   |   |               |  |   |            |  
|Beneficial conversion    |               |  |   |         |  |   |             |  |   |               |   |   |             |   |   |              |   |   |               |  |   |            |  
|feature                  | -             |  |   | -       |  |   | 211,010     |  |   | -             |   |   | -           |   |   | -            |   |   | -             |  |   | 211,010    |  
|Warrants issued          | -             |  |   | -       |  |   | 38,990      |  |   | -             |   |   | -           |   |   | -            |   |   | -             |  |   | 38,990     |  
|Stock –based             |               |  |   |         |  |   |             |  |   |               |   |   |             |   |   |              |   |   |               |  |   |            |  
|compensation             | -             |  |   | -       |  |   | 508,623     |  |   | -             |   |   | -           |   |   | (45,811      | ) |   | -             |  |   | 462,812    |  
|Common shares issued on  |               |  |   |         |  |   |             |  |   |               |   |   |             |   |   |              |   |   |               |  |   |            |  
|debt conversion          | 28,365,386    |  |   | 28,365  |  |   | 709,135     |  |   | -             |   |   | -           |   |   | -            |   |   | -             |  |   | 737,500    |  
|Common shares issued for |               |  |   |         |  |   |             |  |   |               |   |   |             |   |   |              |   |   |               |  |   |            |  
|interest payable         | 3,647,589     |  |   | 3,648   |  |   | 134,162     |  |   | -             |   |   | -           |   |   | -            |   |   | -             |  |   | 137,810    |  
|Foreign exchange         |               |  |   |         |  |   |             |  |   |               |   |   |             |   |   |              |   |   |               |  |   |            |  
|translation adjustment   | -             |  |   | -       |  |   | -           |  |   | -             |   |   | (6,678      | ) |   | -            |   |   | -             |  |   | (6,678     | )
|Net loss                 | -             |  |   | -       |  |   | -           |  |   | (1,136,921    | ) |   | -           |   |   | -            |   |   | -             |  |   | (1,136,921 | )
|                         |               |  |   |         |  |   |             |  |   |               |   |   |             |   |   |              |   |   |               |  |   |            |  
|Balance, April 30, 2004  | 126,094,416   |  | $ | 126,094 |  | $ | 7,803,168   |  | $ | (8,041,942    | ) | $ | (28,079     | ) | $ | (45,811      | ) | $ | 38,200        |  | $ | (148,370   | )

See accompanying notes to the consolidated financial statements

---

WORLDBID CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2004 AND 2003(Stated in U.S. Dollars)
  (Restated)

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

---

WORLDBID CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2004 AND 2003(Stated in U.S. Dollars)
  (Restated)

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

---

WORLDBID CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2004 AND 2003(Stated in U.S. Dollars)
  (Restated)

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

---

WORLDBID CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2004 AND 2003(Stated in U.S. Dollars)
  (Restated)

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

---

WORLDBID CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2004 AND 2003(Stated in U.S. Dollars)
  (Restated)

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

| |                                 |   | 2004    |  |   | 2003     |  
| | ------------------------------- | - | ------- |  | - | -------- | -
| |                                 |   |         |  |   |          |  
| | Computer equipment and software | $ | 156,072 |  | $ | 156,072  |  
| | Office equipment                |   | 7,752   |  |   | 7,752    |  
| |                                 |   | 163,824 |  |   | 163,824  |  
| | Less: Accumulated depreciation  |   | 160,265 |  |   | (127,562 | )
| |                                 |   |         |  |   |          |  
| |                                 | $ | 3,559   |  | $ | 36,262   |  

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

| |                          |   | 2004     |   |   | 2003     |  
| | ------------------------ | - | -------- | - | - | -------- | -
| |                          |   |          |   |   |          |  
| | Website                  | $ | 151,898  |   | $ | 151,898  |  
| | Mailing list             |   | 50,514   |   |   | 50,514   |  
| | Domain names             |   | 23,532   |   |   | 22,875   |  
| |                          |   | 225,944  |   |   | 225,287  |  
| | Accumulated amortization |   | (213,314 | ) |   | (184,806 | )
| |                          |   |          |   |   |          |  
| |                          | $ | 12,630   |   | $ | 40,481   |  

---

WORLDBID CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2004 AND 2003(Stated in U.S. Dollars)
  (Restated)

|4. | SHAREHOLDER LOANS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | Shareholder loans are unsecured, payable on demand,
        and bear interest at an annual rate of 10%.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|  
|5. | CONVERTIBLE NOTES (Restated)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|  
|   | 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 $0.15 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|  
|   | The Company allocated the proceeds from the sale
        of the convertible notes and the share purchase warrants between the convertible
        notes and the warrants based on their relative fair values at the time
        of each portion of the unit offering. The fair value of the warrants was
        calculated using the Black-Scholes option pricing model with the following
        variables: interest rate of 2.5%, volatility of 182% - 210%, dividend
        yield of nil % and a term of one year. After allocating the convertible
        notes proceeds, the Company calculated the embedded conversion price and
        used it to measure the intrinsic value of the embedded conversion option.
        As the conversion price was less than the fair market value of the Company
        stock as of the date of the transaction, beneficial conversion was recorded.

---

WORLDBID CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2004 AND 2003(Stated in U.S. Dollars)
  (Restated)

|5. | CONVERTIBLE NOTES (Restated)(Continued)                                                 
|-- | ----------------------------------------------------------------------------------------
|  
|   | As at April 30, 2004 and 2003, the following convertible
        notes were outstanding:

| |                                           |   | 2004   |   |   | 2003     |  
| | ----------------------------------------- | - | ------ | - | - | -------- | -
| |                                           |   |        |   |   |          |  
| | Face value                                | $ | 24,000 |   | $ | 511,500  |  
| | Less proceeds allocated to warrants       |   | (3,743 | ) |   | (43,136  | )
| |                                           |   |        |   |   |          |  
| | Allocated fair value of convertible notes |   | 20,257 |   |   | 468,364  |  
| |                                           |   |        |   |   |          |  
| | Less discount from beneficial conversion  |   | (861   | ) |   | (164,346 | )
| |                                           |   |        |   |   |          |  
| |                                           | $ | 19,396 |   | $ | 304,018  |  

|   | During the year ended April 30, 2003, the Company completed
        the sale of 791.5 units of convertible notes for total proceeds of $791,500.
        Proceeds from the issue of the convertible notes included $731,000
        in amounts due to related parties and shareholders converted to notes.
      During the year ended April 30, 2003, the Company issued
        59,900,000 shares of common stock at a value of $545,000 on the conversion
        of 545 units of convertible notes.
      During the year ended April 30, 2004, the Company completed
        the sale of 250 units of convertible notes for total proceeds of $250,000.
        Proceeds from the issue of convertible notes included $225,000 in
        amounts due to related parties and $25,000 in amounts due to creditors
        converted to notes.
      During the year ended April 30, 2004, the Company issued
        28,365,386 shares of common stock at a value of $137,810 on the conversion
        of 737.5 units of 15% convertible notes. Of the shares issued, 8,653,846
        were issued to directors of the Company. The Company also issued 3,647,587
        shares of common stock for interest due on the convertible notes amounting
        to $137,810.
      As at April 30, 2004, 24 units of 15% convertible notes
        are outstanding.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|6. | CAPITAL STOCK
      During the year ended April 30, 2004, the Company increased
        its authorized capital from 100,000,000 shares to 500,000,000 shares of
        common stock, and created 100,000,000 authorized shares of preferred stock.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

---

WORLDBID CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2004 AND 2003(Stated in U.S. Dollars)
  (Restated)

|7. | STOCK OPTION PLAN
      On January 2, 2004, the Company adopted the 2004 Stock
        Incentive Plan (the “Plan”) pursuant to which the Company’s
        Board of Directors may grant stock options to officers, key employees
        and consultants. The Plan authorizes grants of options to purchase up
        to 12,500,000 shares of common stock.
      During the year ended April 30, 2004, the Company granted
        stock options to directors, employees and consultants to purchase 10,150,000
        shares of common stock of the Company at prices ranging from $0.075
        to $0.11 per share. All options vest at grant date except for 1,900,000
        which vest rateably over a two year period up to January 2, 2005.
      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. Had
        compensation cost for the Company’s stock option plans and its stock
        purchase plan been determined based on the fair value at the grant dates
        for awards under those plans consistent with the method of SFAS No. 123,
        “Accounting for Stock-Based Compensation”, the Company’s
        net income (loss) and net income (loss) per common share for the years
        ended April 30, 2004 and 2003 would have been the pro forma amounts indicated
        below:
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |                                                           |   | 2004       |   |   | 2003       |  
| | --------------------------------------------------------- | - | ---------- | - | - | ---------- | -
| |                                                           |   |            |   |   |            |  
| | Net loss, as reported                                     | $ | (1,136,921 | ) | $ | (1,198,349 | )
| |                                                           |   |            |   |   |            |  
| | Add: Stock based compensation expense included
      in   |   |            |   |   |            |  
| | net loss, as reported                                     |   | 462,812    |   |   | -          |  
| |                                                           |   |            |   |   |            |  
| | Deduct: Stock based compensation expense                  |   |            |   |   |            |  
| | determined under fair value
      method                  |   | (751,135   | ) |   | -          |  
| |                                                           |   |            |   |   |            |  
| | Net loss, pro-forma                                       | $ | (1,425,244 | ) | $ | (1,198,349 | )
| |                                                           |   |            |   |   |            |  
| | Net loss per share (basic and diluted),
      as reported | $ | (0.01      | ) | $ | (0.03      | )
| |                                                           |   |            |   |   |            |  
| | Net loss per share (basic and diluted),
      pro-forma   | $ | (0.01      | ) | $ | (0.03      | )

| | The fair value of options granted during the period
        was estimated at the date of grant using the Black-Scholes option pricing
        model with the following assumptions: risk free interest rate of 3.0%,
        expected volatility of 180%, an expected option life of two years, and
        no expected dividends.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

WORLDBID CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2004 AND 2003(Stated in U.S. Dollars)
  (Restated)

|7. | STOCK OPTION PLAN(Continued)                        
|-- | ----------------------------------------------------
|   |                                                     
|   | Option activity during 2003 and 2004 was as follows:

| |                         |            |   |          |  | WEIGHTED    |  |             |  
| | ----------------------- | ---------- | - | -------- |  | ----------- |  | ----------- | -
| |                         |            |   |          |  | AVERAGE     |  |             |  
| |                         |            |   |          |  | REMAINING   |  |             |  
| |                         | NUMBER     |   |          |  | CONTRACTUAL |  |             |  
| |                         | OF         |   | EXERCISE |  | LIFE        |  | OPTIONS     |  
| |                         | OPTIONS    |   | PRICE    |  | (YEARS)     |  | EXERCISABLE |  
| |                         |            |   |          |  |             |  |             |  
| | Balance, April 30, 2002 | 870,000    |   | $ 0.75   |  | 7.8         |  | 720,000     |  
| |                         |            |   |          |  |             |  |             |  
| | Forfeited               | 60,000     |   | 0.75     |  | -           |  | -           |  
| |                         |            |   |          |  |             |  |             |  
| | Balance, April 30, 2003 | 810,000    |   | 0.75     |  | 6.8         |  | 750,000     |  
| |                         |            |   |          |  |             |  |             |  
| | Granted                 | 10,150,000 |   | 0.08     |  | 1.75        |  | 9,200,000   |  
| | Cancelled               | (810,000   | ) | 0.75     |  | -           |  | (750,000    | )
| |                         |            |   |          |  |             |  |             |  
| | Balance, April 30, 2004 | 10,150,000 |   | $ 0.08   |  | 1.75        |  | 9,200,000   |  

|8. | SHARE PURCHASE WARRANTS
      The Company has issued warrants in conjunction with
        the issuance of certain offerings of common shares and convertible debt.
        Each warrant entitles the holder to purchase one common share at a specified
        price over the term of the warrant.
      As at April 30, 2004, the Company has the following
        outstanding share purchase warrants:
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|            |             |          | WEIGHTED   
|----------- | ----------- | -------- | -----------
|RANGE       | NUMBER      | WEIGHTED | AVERAGE    
|OF          | OF          | AVERAGE  | REMAINING  
|EXERCISE    | WARRANTS    | EXERCISE | CONTRACTUAL
|PRICE       | OUTSTANDING | PRICE    | LIFE       
|            |             |          |            
|$0.02-$0.03 | 2,500,000   | $0.02    | 1.42 years 
|$0.15       | 33,406,500  | $0.15    | 0.42 years 

---

WORLDBID CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2004 AND 2003(Stated in U.S. Dollars)
  (Restated)

|9.  | 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.
|   
|10. | INCOME TAXES (Restated)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   
|    | Income taxes for the years ended April 30 differ
        from the amounts that would result from applying the federal statutory
        rate of approximately 37% as follows:                                                                                                                                                                                                                                                                                                                                                                                                                               

| |                                                          |   | 2004     |   |   | 2003     |  
| | -------------------------------------------------------- | - | -------- | - | - | -------- | -
| |                                                          |   |          |   |   |          |  
| | Expected tax expense (recovery)                          | $ | (415,000 | ) | $ | (479,000 | )
| | Change in deferred taxes due to changes in corporate tax |   |          |   |   |          |  
| | rate                                                     |   | 113,000  |   |   | 238,000  |  
| | Goodwill                                                 |   | -        |   |   | 38,000   |  
| | Non-deductible items                                     |   | 336,000  |   |   | 309,000  |  
| | Change in valuation allowance for deferred tax assets    |   | (34,000  | ) |   | (106,000 | )
| |                                                          |   |          |   |   |          |  
| | Actual income tax expense (recovery)                     | $ | -        |   | $ | -        |  

| | At April 30, 2004, the Company has cumulative operating
        loss carryforwards for income tax purposes of approximately $7,300,000
        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 2003 and 2004, and a valuation allowance has been recorded
        for the entire amount of the deferred tax asset.
      Specific temporary differences that give rise to significant
        components of deferred tax assets (liabilities) as of April 30 are as
        follows:
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

WORLDBID CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2004 AND 2003(Stated in U.S. Dollars)
  (Restated)

|10. | INCOME TAXES (Restated) (Continued)
|--- | -----------------------------------

| |                                              |   | 2004       |   |   | 2003       |  
| | -------------------------------------------- | - | ---------- | - | - | ---------- | -
| |                                              |   |            |   |   |            |  
| | Operating loss carryforwards                 | $ | 2,345,000  |   | $ | 2,379,000  |  
| |                                              |   |            |   |   |            |  
| | Losses acquired on acquisition of subsidiary |   | 464,000    |   |   | 464,000    |  
| | Other                                        |   | (35,000    | ) |   | (35,000    | )
| |                                              |   |            |   |   |            |  
| | Gross deferred tax asset                     |   | 2,774,000  |   |   | 2,808,000  |  
| | Valuation allowance                          |   | (2,774,000 | ) |   | (2,808,000 | )
| |                                              |   |            |   |   |            |  
| | Net deferred tax assets                      | $ | -          |   | $ | -          |  

|11. | SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
|--- | --------------------------------------------

| |                                                    |   | 2004    |  |   | 2003    | 
| | -------------------------------------------------- | - | ------- |  | - | ------- | 
| |                                                    |   |         |  |   |         | 
| | Selling expenses                                   |   |         |  |   |         | 
| | Salaries and benefits                              | $ | 42,317  |  | $ | 37,423  | 
| | Commissions                                        |   | 787     |  |   | 2,222   | 
| | Marketing                                          |   | 27,988  |  |   | 17,248  | 
| | Travel                                             |   | 3,928   |  |   | 1,044   | 
| |                                                    |   | 75,020  |  |   | 57,937  | 
| |                                                    |   |         |  |   |         | 
| | General and administrative expenses                |   |         |  |   |         | 
| | Officers’
      compensation and benefits          |   | 202,429 |  |   | 268,486 | 
| | Salaries and benefits                              |   | 53,830  |  |   | 33,835  | 
| | Technical support
      and operations             |   | 50,538  |  |   | 49,607  | 
| | Stock-based compensation                           |   | 462,812 |  |   | -       | 
| | Telephone and
      facsimile                      |   | 6,004   |  |   | 5,127   | 
| | Professional services                              |   | 57,795  |  |   | 43,958  | 
| | Other                                              |   | 11,092  |  |   | 19,565  | 
| |                                                    |   | 844,500 |  |   | 420,578 | 
| |                                                    |   |         |  |   |         | 
| | Total selling, general and administrative expenses | $ | 919,520 |  | $ | 478,515 | 

---

WORLDBID CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2004 AND 2003(Stated in U.S. Dollars)
  (Restated)

|12. | RESTATEMENT
      The accompanying consolidated financial statements for
        the years ended April 30, 2004 and 2003 have been restated to give effect
        to correct an error in the recording of the beneficial conversion feature
        on the convertible debentures and to allocate a portion of the convertible
        debt proceeds to the warrants issued with that debt.
      The effect of the impact of the restatements on the
        loss for the years 2004 and 2003 and the loss per share in those respective
        years is as follows:
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |                                             |   | 2004       |   |   | 2003       |  
| | ------------------------------------------- | - | ---------- | - | - | ---------- | -
| |                                             |   |            |   |   |            |  
| | Net loss for the year, as previously stated | $ | (684,043   | ) | $ | (423,826   | )
| |                                             |   |            |   |   |            |  
| | Accretion of discount                       |   | (452,878   | ) |   | (774,523   | )
| |                                             |   |            |   |   |            |  
| | Net loss for the year, as restated          | $ | (1,136,921 | ) | $ | (1,198,349 | )
| |                                             |   |            |   |   |            |  
| |                                             |   | 2004       |   |   | 2003       |  
| |                                             |   |            |   |   |            |  
| | Net loss per share, as previously stated    | $ | (0.01      | ) | $ | (0.01      | )
| |                                             |   |            |   |   |            |  
| | Discount accretion                          |   | -          |   |   | (0.02      | )
| |                                             |   |            |   |   |            |  
| | Net loss per share, as restated             | $ | (0.01      | ) | $ | (0.03      | )

| | In addition, accumulated deficit as at May 1, 2002
        has been increased by $74,495 to $4,409,429 to give effect to
        the discount accretion of $74,495 applicable to the year ended April
        31, 2002.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

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

None.

ITEM 8A.           CONTROLS
  AND PROCEDURES.

As required by Rule 13a-15 under the Exchange Act, we carried
  out an evaluation of the effectiveness of the design and operation of our disclosure
  controls and procedures as of April 30, 2004, being the date of our fiscal year
  end covered by this Annual Report. This evaluation was carried out under the
  supervision and with the participation of our Chief Executive Officer, Mr. Logan
  B. Anderson, and Chief Financial Officer, Mr. Howard Thomson. Based upon that
  evaluation, our Chief Executive Officer and Chief Financial Officer concluded
  that our disclosure controls and procedures are effective in timely alerting
  management to material information relating to us required to be included in
  our periodic SEC filings. There have been no significant changes in our internal
  controls or in other factors that could significantly affect internal controls
  subsequent to the date we carried out our evaluation.

Disclosure controls and procedures are controls and other
  procedures that are designed to ensure that information required to be disclosed
  in our reports filed or submitted under the Exchange Act is recorded, processed,
  summarized and reported, within the time periods specified in the SEC's rules
  and forms. Disclosure controls and procedures include, without limitation, controls
  and procedures designed to ensure that information required to be disclosed
  in our reports filed under the Exchange Act is accumulated and communicated
  to management, including our Chief Executive Officer and Chief Financial Officer,
  to allow timely decisions regarding required disclosure.

During our fiscal year ended April 30, 2004, there were no
  changes in our internal control over financial reporting that have materially
  affected, or are reasonably likely to affect, our internal control over financial
  reporting.

The term "internal control over financial reporting" is defined
  as a process designed by, or under the supervision of, the registrant's principal
  executive and principal financial officers, or persons performing similar functions,
  and effected by the registrant's board of directors, management and other personnel,
  to provide reasonable assurance regarding the reliability of financial reporting
  and the preparation of financial statements for external purposes in accordance
  with generally accepted accounting principles and includes those policies and
  procedures that:

| | (1) | Pertain to the maintenance of records that in reasonable
        detail accurately and fairly reflect the transactions and dispositions
        of the assets of the registrant;                                                                                                                                                                                                 
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (2) | Provide reasonable assurance that transactions are
        recorded as necessary to permit preparation of financial statements in
        accordance with generally accepted accounting principles, and that receipts
        and expenditures of the registrant are being made only in accordance with
        authorizations of management and directors of the registrant; and
|
| | (3) | Provide reasonable assurance regarding prevention
        or timely detection of unauthorized acquisition, use or disposition of
        the registrant's assets that could have a material effect on the financial
        statements.                                                                                                                                          

27

---

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   | 50  |  | Chief Executive Officer and Director           
| |                  |     |  |                                                
| | Paul Wagorn      | 35  |  | Chief Operating Officer and Director           
| |                  |     |  |                                                
| | Howard Thomson   | 58  |  | 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
  1998 to 2001. 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 is currently inactive. Mr. Anderson
  has been a director and the president and chief executive officer of Greenlite
  Ventures Inc., a company engaged in the business of mineral exploration, since
  December 1, 2000. Mr. Anderson is also presently a director and officer of a
  number of private companies.

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 our 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 developed and is marketing an anti-bacterial skin care
  product and 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. Mr.

28

---

Thomson has been a director and secretary and chief financial
  officer of Greenlite Ventures Inc. since December 21, 2000.

Committees of the Board Of Directors

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

Terms of Office

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

Audit Committee Financial Expert

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

Code of Ethics

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

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires 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 SEC. 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, 2004 all such filing
  requirements applicable to our officers, directors and greater than ten percent
  shareholders were complied with the exception that reports were filed late by
  the following persons:

|Name and Principal Position                                                                  | Number of Late Reports | Transactions Not Timely Reported | Known Failures to File a Required Form
|-------------------------------------------------------------------------------------------- | ---------------------- | -------------------------------- | --------------------------------------
|Logan Anderson  
      Director and Chief Executive Officer  
      and President            | 2                      | 2                                | 0                                     
|Howard Thomson  
      Director and Chief Financial Officer,  
      Treasurer and Secretary | 2                      | 2                                | 0                                     
|Paul Wagorn  
      Director and Chief Operating Officer                                     | 1                      | 1                                | 0                                     

29

---

ITEM 10.           EXECUTIVE
  COMPENSATION.

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

| | (i)   | Logan Anderson, our chief executive officer;    
| | ----- | ------------------------------------------------
|
| | (ii)  | Howard Thomson, our chief financial officer; and
|
| | (iii) | Paul Wagorn, our chief operating officer.       

No other compensation was paid to our named executive officers other than
  the compensation set forth below.

|SUMMARY COMPENSATION TABLE
|--------------------------
|                          
|Name                      
|Restricted Stock Awarded  
|Logan
      Anderson (1)  
|Howard
      Thomson(2)   
|Paul Wagorn (3)           

Notes:

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

30

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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, 2004:

|OPTION/SAR GRANTS IN LAST FISCAL YEAR (INDIVIDUAL GRANTS)
|---------------------------------------------------------
|Name                                                     
|Logan Anderson                                           
|Howard Thomson                                           
|Paul Wagorn                                              

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, 2004:



|AGGREGATED OPTION/SAR EXERCISES DURING THE LAST FINANCIAL YEAR END AND FINANCIAL YEAR-END OPTION/SAR VALUES
|-----------------------------------------------------------------------------------------------------------
|Name                                                                                                       
|Logan Anderson                                                                                             
|Howard Thomson                                                                                             
|Paul Wagorn                                                                                                



31

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Outstanding Stock Options

The following table shows the issued and outstanding stock
  options held by our named executive officers as of July 21, 2004.

|Name and Position                                                                        | Exercise Price | Number ofOptions | Date of Grant | Vesting Date | Expiry Date 
|---------------------------------------------------------------------------------------- | -------------- | ---------------- | ------------- | ------------ | ------------
|Logan Anderson
      Director and Chief Executive Officer
      and President            | $0.075         | 1,000,000        | Jan. 8, 2004  | Jan. 8, 2004 | Jan. 8, 2006
|Howard Thomson
      Director and Chief Financial Officer,
      Treasurer and Secretary | $0.11          | 500,000          | Jan. 2, 2004  | Jan. 2, 2004 | Jan. 2, 2006
|Paul Wagorn
      Director and Chief Operating Officer                                   | $0.075         | 2,500,000        | Jan. 8, 2004  | Jan. 8, 2004 | Jan. 8, 2006

All options have been granted pursuant to our 2004 stock incentive
  plan dated January 2, 2004 that provides for the grant of incentive stock options
  to purchase our common stock to our directors, officers, employees and permitted
  consultants. Options to purchase a total of up to 2,350,000 shares of our common
  stock may presently be granted under the 2004 stock incentive plan.

COMPENSATION PLANS

2000 Stock Option Plan

On January 17, 2000, our 2000 Stock Option Plan was adopted
  by our board of directors. The purpose of the plan is to advance our interests
  and that of our stockholders by strengthening our ability to obtain and retain
  the services of employees, consultants, officers and directors that will contribute
  to our long-term success. The plan is administered by the stock option committee.
  The plan provides for the granting of incentive stock options and non-qualified
  stock options, and other rights to acquire stock or securities convertible into
  or redeemable for stock. The maximum number of shares of common stock authorized
  for issuance under the plan is 1,087,500. As of April 30, 2004 the number of
  un-optioned shares available for granting under the plan was Nil.

2004 Stock Incentive Plan

On January 2, 2004, we established our 2004 stock incentive
  plan (the "2004 Stock Incentive Plan"). Under the 2004 Stock Incentive Plan,
  we may grant common stock to our directors, officers, employees and consultants
  for up to 12,500,000 shares. The maximum term of the 2004 Stock Incentive Plan
  is ten years. Our board of directors will determine the terms and matters of
  any awards under the 2004 Stock Incentive Plan including the type of awards
  and the number of common shares granted. The value of the shares of common stock
  used in determining the awards shall not be less than 85% of the fair market
  value of our common shares on the date of the grant. As of April 30, 2004 the
  number of unoptioned shares available for granting of options under the plan
  was 2,350,000.

Compensation of Directors

Each of our directors is paid as a consultant to Worldbid.
  See "Executive Compensation  Employment Agreements". In addition, our
  2004 Stock Incentive Plan and our 2000 Stock Option Plan permits the grant of
  options for the purchase of shares of our common stock to our directors and
  officers. See "Executive

32

---

Compensation  Outstanding Stock Options" for information
  about current outstanding stock options granted to our directors.

Employment Agreements

The services of Mr. Logan Anderson, our chief executive officer
  and one of our directors, are provided pursuant to a consultant agreement dated
  September 1, 2001 between us and Mr. Anderson. This consultant agreement was
  amended effective November 1, 2002 and August 29, 2003 to reduce the consultant
  fee that we pay to Mr. Anderson from $12,500 per month to $7,500 per month and
  to extend the term of the agreement. The term of the amended consultant agreement
  expires April 30, 2005, 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 chief financial
  officer are provided pursuant to a consultant agreement dated September 1, 2001
  between us and Mr. Thomson. This consultant agreement was amended effective
  November 1, 2002 and August 29, 2003 to reduce the consultant fee that we pay
  to Mr. Thomson from $7,500 per month to $3,000 per month and to extend the term
  of the agreement. The term of the consultant agreement expires April 30, 2005,
  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 original term of Mr. Wagorn's consultant contract expired
  February 28, 2003. We have verbally agreed with Mr. Wagorn to extend his contract
  until April 30, 2005 on the same terms and conditions.

33

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

The following table sets forth certain information concerning the number of
  shares of our common stock owned beneficially as of July 21, 2004 by: (i) each
  person (including any group) known to us to own more than five percent (5%)
  of any class of our voting securities, (ii) each of our directors and officers;
  (iii) each of our named executive officers, and (iv) our officers and directors
  as a group. Unless otherwise indicated, the shareholders listed possess sole
  voting and investment power with respect to the shares shown.

|Title of Class                                                                                                                                                                                                                                                    | Name and Address of Beneficial Owner                                                                                                                  | Amount and Nature of Beneficial Owner | Percentage of Common Stock(1)
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------- | -----------------------------
|OFFICERS AND DIRECTORS                                                                                                                                                                                                                                           
|Common Stock                                                                                                                                                                                                                                                      | Logan Anderson
      Director and Chief Executive Officer
      and President
      15 Hill Cresent
      Pembroke, Bermuda                           | 60,998,575(2) Direct and Indirect     | 40.09%                       
|Common Stock                                                                                                                                                                                                                                                      | Howard Thomson 
      Director and Chief Financial Officer,
      Treasurer and Secretary
      4734 South Golf Course Drive
      Blaine, Washington | 16,775,743(3) Direct and Indirect     | 11.03%                       
|Common Stock                                                                                                                                                                                                                                                      | Paul Wagorn
      Director and Chief Operating Officer
      #2  2251 Belmont Avenue
      Victoria, British Columbia, Canada                        | 2,500,000(4) Indirect                 | 1.64%                        
|Common Stock                                                                                                                                                                                                                                                      | All Officers and Directors as a Group
      (3 persons)                                                                                               | 80,274,318(5)                         | 52.76%                       
|5% SHAREHOLDERS No person is known to us to beneficially own more than 5% of the outstanding
      shares of our common stock, other than Logan Anderson, our chief executive
      officer, and Howard Thomson, our chief financial officer, as disclosed above.

|(1) | Based on 126,014,016 shares of our common stock
        issued and outstanding as of July 21, 2004. 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 21, 2004.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) | Includes 48,658,575 shares held by Logan Anderson,
        1,000,000 shares that are immediately acquirable upon the exercise of
        stock options by Logan Anderson within 60 days of July 21, 2004, 11,340,000
        shares that are immediately acquirable upon the exercise of Series X share
        purchase warrants by Logan Anderson within 60 days of July 21, 2004.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

34

---

|(3) | Includes 13,895,743 shares held by Howard Thomson,
        500,000 shares that are immediately acquirable upon the exercise of stock
        options by Howard Thomson within 60 days of July 21, 2004, 2,380,000 that
        are immediately acquirable upon the exercise of Series X share purchase
        warrants by Thomson within 60 days of July 21, 2004.                  
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(4) | Consists of 2,500,000 shares that are immediately
        acquirable upon the exercise of stock options by Wagorn within 60 days
        of July 21, 2004.                                                                                                                                                                                                                           
|   
|(5) | Consists of 62,554,318 shares that are held by Howard
        Thomson and Logan Anderson, 4,000,000 that are immediately acquirable
        upon the exercise of stock options by Howard Thomson, Paul Wagorn Logan
        Anderson, 13,720,000 shares that are immediately acquirable upon the exercise
        of Series X purchase warrants by Logan Anderson and Howard Thomson.
|   

Change of Control

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

EQUITY COMPENSATION PLAN INFORMATION

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

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

|                                                                       | Number of Securities
      to be Issued Upon
      Exercise of
      Outstanding Options | Weighted-Average
      Exercise Price of
      Outstanding Options | Number of Securities Remaining
      Available for Future Issuance
      Under Equity Compensation
      Plans (Excluding Securities
      Reflected in column (a))
|---------------------------------------------------------------------- | ---------------------------------------------------------------------------------------- | ------------------------------------------------------------------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Plan Category                                                          | (a)                                                                                      | (b)                                                                | (c)                                                                                                                                                                
|Equity Compensation
      Plans Approved By
      Security Holders     | Nil                                                                                      | N/A                                                                | N/A                                                                                                                                                                
|Equity Compensation
      Plans Not Approved By
      Security Holders | 10,150,000 Shares of
      Common Stock                                                  | $0.08 per Share of
      Common Stock                              | 2,350,000 Shares                                                                                                                                                   

35

---

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.

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. This consultant agreement was amended effective
  November 1, 2002 to reduce the consultant fee from $12,500 per month to $7,500
  per month and was further amended effective August 29, 2003 to extend the term
  of the agreement to expire April 30, 2005, 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. This consultant
  agreement was amended effective November 1, 2002 to reduce the consultant fee
  from $7,500 per month to $3,000 per month and was further amended effective
  August 29, 2003 to extend the term of the agreement to expire April 30, 2005,
  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
  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 original term of Mr. Wagorn's

36

---

consultant contract expired February 28, 2003. We have agreed
  with Mr. Wagorn to extend his contract until April 30, 2005 on the same terms
  and conditions.

Stock Options

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

Purchases of Our Equity Securities

On December 26, 2003, we issued an aggregate of 28,365,386
  shares of our common stock to fifteen holders of our 15% guaranteed convertible
  notes upon the conversion of convertible notes having an aggregate principal
  amount of $737,500. The notes were converted at a price of $0.026 per share,
  being 50% of the average market price of our common stock prior to conversion
  in accordance with the terms of the convertible notes. Of the shares issued,
  7,500,000 were issued to Mr. Logan Anderson, our chief executive officer, and
  1,153,846 were issued to Mr. Howard Thomson, our chief financial officer.

On September 30, 2003, we issued an aggregate of 2,964,315
  shares of our common stock to the holders of our 15% guaranteed convertible
  notes. All shares were issued as payment of accrued interest, in the aggregate
  amount of $111,161.80, on the convertible notes at the rate of 15% per annum
  from the date of issuance of the convertible notes to each holder, respectively,
  to September 30, 2003. The shares were issued on the basis of a price of $0.0375
  per share, being 75% of the market price of Worldbid's common stock for the
  ten trading days prior to September 30, 2003, in accordance with the terms of
  the convertible notes. Other than shares issued to our directors and officers,
  the shares were issued in reliance of Regulation S of the Securities Act. Of
  the shares issued, 677,885 were issued to Mr. Logan Anderson, our chief executive
  officer, and 203,441 were issued to Mr. Howard Thomson, our chief financial
  officer. Shares issued to Mr. Anderson and Mr. Thomson were issued pursuant
  to Section 4(2) of the 1933 Act.

On October 31, 2003, we completed the sale of 250 15% guaranteed
  convertible note and Series X Share Purchase Warrants units in consideration
  for conversion of outstanding indebtedness on the amount of $250,000. In aggregate,
  a total of 5,000,000 Series X Share Purchase Warrants were issued to the investors.
  Of the units issued, 195 units were issued to Mr. Logan Anderson, our chief
  executive officer, and 30 were issued to Mr. Howard Thomson, our chief financial
  officer. The balance of the units were offered and sold to three individual
  investors pursuant to Regulation S of the Securities Act of 1933.

During our fiscal year ended April 30, 2003, we issued 15%
  guaranteed convertible notes in the principal amount of $216,000 and 4,320,000
  Series X Share Purchase Warrants to Mr. Logan Anderson, our chief financial
  officer, as payment to Mr. Anderson of accrued but unpaid consultant fees and
  related expenses in the amount of $216,000. We issued additional 15% guaranteed
  convertible notes in the principal amount of $81,000 and 1,620,000 Series X
  Share Purchase Warrants to Mr. Anderson as re-payment to Mr. Anderson of shareholders
  loans advanced by Mr. Anderson to us in the amount of $81,000. We issued 15%
  guaranteed convertible notes in the principal amount of $119,000 and 2,380,000
  Series X Share Purchase Warrants to Mr. Howard Thomson, our chief financial
  officer, as payment to Mr. Thomson of accrued but unpaid consultant fees.

Loans from Insiders

Logan Anderson, our chief executive officer, 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. During the year ended April 30, 2004, Mr. Anderson converted
  indebtedness outstanding in the amount of $195,000 into 15% guaranteed convertible
  notes in the principal amount of $195,000 and 3,900,000 Series X Share Purchase
  Warrants, as disclosed above.

37

---

During our fiscal year ended April 30, 2004, we repaid $20,000
  of amounts owed to Mr. Anderson in respect of shareholders loans advanced to
  us to date. Mr. Anderson advanced to us an additional $14,500 by way of shareholder
  loan during fiscal 2004. As at April 30, 2004, $21,680 of shareholders loans
  advanced to us by Mr. Anderson were outstanding. The loans are unsecured, bear
  interest at the rate of 10% per annum and are payable on demand.

Settlement of Amounts Owed to KPMG

Our accounts payable and accrued liabilities for the fiscal
  year ended April 30, 2003 included an amount of $127,105 in respect of amounts
  payable by us to KPMG, our former auditor, in connection with services previously
  provided by KPMG. We had contested the amount of owing to KPMG and had attempted
  to negotiate a fee reduction with KPMG. We were unable to negotiate a satisfactory
  payment arrangement and KPMG commenced an action against us in the British Columbia
  Supreme Court in respect of unpaid fees and accrued interest. Mr. Logan Anderson,
  our chief executive officer, negotiated a settlement with KPMG whereby he acquired
  the debt owed by us to KPMG. We have entered into a settlement agreement with
  Mr. Anderson as the owner of the debt whereby we issued our 15% guaranteed convertible
  notes in the principal amount of $135,000, being the principal plus accrued
  interest, to Mr. Anderson, together with an aggregate of 2,700,000 Series X
  Share Purchase Warrants.

ITEM 13.           EXHIBITS
  AND REPORTS ON FORM 8-K.

(a) Exhibits.

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

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

38

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

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

(b) Reports on Form 8-K.

We did not file any Current Reports on Form 8-K during the
  fiscal quarter ended April 30, 2004. We have not filed any Current Reports on
  Form 8-K since April 30, 2004.

39

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ITEM 14.           PRINCIPAL
  ACCOUNTANT FEES AND SERVICES.

Audit Fees

The aggregate fees billed for the two most recently completed
  fiscal years ended April 30, 2004 and April 30, 2003 for professional services
  rendered by the principal accountant for the audit of our annual financial statements
  and review of the financial statements included our Quarterly Reports on Form
  10-QSB and services that are normally provided by the accountant in connection
  with statutory and regulatory filings or engagements for these fiscal periods
  were as follows:

|                   | Year Ended April 30, 2004 | Year Ended April 30, 2003
|------------------ | ------------------------- | -------------------------
|Audit Related Fees | $6,030                    | $9,984                   
|Tax Fees           | --                        | --                       
|All Other Fees     | $6,050                    | $6,935                   
|Total              | $12,080                   | $16,919                  

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

40

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SIGNATURES

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

|WORLDBID CORPORATION
|--------------------
|                    
|                    
|By:                 
|                    
|                    
|                    
|                    

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: April 12, 2005                                                 | 
|    |                                                                      | 
|    |                                                                      | 
|    |                                                                      | 
|By: | /s/ Howard Thomson                                                   | 
|    | Secretary, Treasurer and Chief Financial Officer                     | 
|    | (Principal Financial Officer and Principal
      Accounting Officer) | 
|    | Director                                                             | 
|    | Date: April 12, 2005                                                 | 
|    |                                                                      | 
|    |                                                                      | 
|    |                                                                      | 
|By: | /s/ Paul Wagorn                                                      | 
|    | Paul Wagorn                                                          | 
|    | Chief Operating Officer                                              | 
|    | Director                                                             | 
|    | Date: April 12, 2005                                                 | 

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