SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10KSB
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended
April 30, 2000
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 For the transition period
from _________ to ____________
Commission File No. 0-26729
WORLDBID CORPORATION
(Exact name of Registrant as specified in its charter)
NEVADA 88-0427619
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
Suite 1100, 1175 Douglas Street
Victoria, British Columbia, Canada V8W 2E1
(Address of principal executive offices) (Zip Code)
Registrant's telephone number,
including area code: 250-475-2248
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12 (g) of the Act:
100,000,000 shares of common stock
Check whether the issuer (l) has filed all reports required to
be filed by Section 13 or 15(d) of the Exchange Act during the
past 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. [X] Yes [ ] No
Check if there is no disclosure of delinquent filers in response
to Item 405 of Regulation S-B is not contained in this form, and
no disclosure will be contained, to the best of registrant's
knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [ ]
Revenues for year ended April 30, 2000 were $87,729.
The aggregate market value of the voting stock held by non-
affiliates computed by reference to the last reported sale price
of such stock as of July 25, 2000 is $24,602,500.
The number of shares of the issuer's Common Stock outstanding as
of June 13, 2000 is 14,500,000.
Transitional Small Business Disclosure Format (check one): Yes
[ ] No [ X ]
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PART I
This report contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section
21E of the Securities Exchange Act of 1934. Actual results could
differ materially from those projected in the forward-looking
statements as a result of the risk-related factors set forth
herein.
ITEM 1. Description of Business
WorldBid Corporation (the "Company") is an electronic commerce
company that owns and operates an on-line business-to-business
world trade Internet web site. Our principal web site is located
on the Internet at "www.worldbid.com" and is referred to us as
the Worldbid web site. The Worldbid web site enables us to
facilitate business transactions on the Internet by providing an
organized and systematic tool for businesses to post notices of
goods offered for sale and notices for the request for tender of
goods. We use e-mail notifications in order to enable businesses
to connect. We have focused on the international trade market in
order to provide an economical means of enabling businesses from
around the world to meet and transact business.
The Worldbid web site solicits businesses who have products for
sale or who are interested in procuring products for purchase.
The Worldbid web site enables businesses to submit postings on
the Worldbid web site in a systematic and organized manner.
Businesses are connected using a system of automatic e-mail
notifications whereby postings are transmitted to other
businesses within specific categories of interest. Businesses
are then able to contact other businesses directly and negotiate
transactions between themselves with minimal involvement from us.
CORPORATE ORGANIZATION
Incorporation
We were incorporated pursuant to the laws of the State of Nevada
on August 10, 1998. We were originally incorporated as
"TetherCam Systems Corp." and completed a change of our corporate
name to "Worldbid Corporation" on January 20, 1999.
Subsidiaries
We carry out our web site development activities through our
subsidiary, Worldbid Networks Ltd. Worldbid Networks is a
British Columbia company that was incorporated on November 5,
1999.
ACQUISITION OF THE WORLDBID INTERNET BUSINESS
Acquisition Agreement
We acquired the Worldbid web site pursuant to an agreement dated
February 2, 1999 with Global Internet Holdings Ltd. (formerly
Databoat International Limited) and Scott Wurtele, the principal
shareholder of Global Internet Holdings. Mr. Wurtele is our
chief executive officer and is one of our directors.
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We issued a total of 3,000,000 restricted shares of our common
stock to Global Internet Holdings upon closing of the
acquisition. These 3,000,000 shares were placed into escrow on
closing and are to be released to Global Internet Holdings over a
period of four years in accordance with an escrow agreement
between Global Internet Holdings and us. A total of 300,000
shares were released to Global Internet Holdings Company on
February 2, 2000. A total of 2,700,000 shares remain in escrow
and will be released on the following schedule in accordance with
the escrow agreement: (i) 700,000 shares on February 2, 2001;
(ii) 1,000,000 shares on February 2, 2002; and (iii) 1,000,000
shares on February 2, 2003.
We entered into a consulting agreement with Wurtele and On Line
Design Ltd. for the services of Mr. Wurtele and On Line Design
Ltd. on closing of the acquisition of the Worldbid web site. On
Line Design is a private British Columbia company, all of the
shares of which are owned by Mr. Wurtele. For a description of
our consulting agreement with Mr. Wurtele and On Line Design, see
the section below entitled Employees.
Mr. Wurtele was appointed as one of our directors upon completion
of the acquisition. We have agreed with Mr. Wurtele that our
board of directors will consist of five directors, effective as
of February 16, 2000. Of these five directors, two will be
appointed as nominees of Logan Anderson and three will be
appointed as nominees of Scott Wurtele.
INDUSTRY BACKGROUND
Growth of the Internet and the World Wide Web (the "Web")
The Internet and the Web are experiencing dramatic growth in
terms of the number of Web users. The growth in the number of Web
users and the amount of time users spend on the Web is being
driven by the increasing importance of the Internet as a
communications medium and an information resource and a sales and
distribution channel.
Growth of Online Electronic Commerce
The Internet is dramatically affecting the methods by which
consumers and businesses are buying and selling goods and
services. Electronic commerce offers the opportunity for
businesses to establish new competitive standards by expanding
distribution channels, integrating internal and external
processes and offering a cost-effective method of providing
products and services. The Internet provides online businesses
with the ability to reach a global audience and to operate with
minimal infrastructure, reduced overhead and greater economies of
scale, while providing consumers and businesses with a broad
selection, increased pricing power and unparalleled convenience.
As a result, a growing number of parties are transacting business
on the Internet.
The World Trade Market on the Internet
We 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:
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A. Trade publications and print media are costly and offer
limited circulation;
B. Expansion of business beyond traditional boundaries is
expensive due to the high cost of marketing, travel and
promotional expenses;
C. Language barriers limit the ability of businesses to
communicate.
The Internet 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 site with the
objective of capitalizing on the demand for a world trade
Internet web site.
THE WORLDBID WEB SITE
The Worldbid web site has been designed by us to enable
businesses throughout the world to discover trade leads for
products and services which they are seeking to purchase or sell.
Businesses who use the Worldbid Web site are able to post notices
of products or services that they wish to buy or sell in an
organized and categorized manner. In addition, businesses may
view notices posted by other businesses for products or services
that they wish to buy or sell. The Worldbid web site enables
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 site in order to
notify businesses of potential new trade leads that are posted by
other businesses on the Worldbid web site.
Registration
Each business that wishes to take advantage of the Worldbid web
site is required to register with us prior to posting any offer
to sell or request for tender. Businesses are required to
register during an on-line Internet session. Each business is
required to provide basic information regarding their business
and identity and to complete a simple questionnaire. We
presently do not charge any fee to register. After registration,
a business is permitted to post notices of offers, view notices
posted by other businesses and receive e-mail notifications of
offers from other businesses.
Buyers
Each business interested in purchasing a product is given the
opportunity to place a request for tender or procurement or an
offer to buy on the Worldbid web site. Each business user
selects the applicable category for their area of interest and
enters in a description of the products or services sought,
together with their contact and e-mail information. Each
request for tender is automatically delivered by e-mail to each
business that has entered the Worldbid web site and entered its
contact information with the request that they receive
information regarding specific products or services. Each
business can also enter its e-mail address in order to receive
e-mail notifications from potential sellers in their category of
interest.
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Sellers
Each business that is interested in completing a sale is given
the opportunity to post offers to sell on the Worldbid web site.
Each business user selects a category of their offer for sale and
then enters in a description of the products or services to be
sold, together with the business users' contact and e-mail
information. Each offer to sell is automatically delivered by
e-mail to each business that has entered the Worldbid web site
and entered its contact information with the request that they
receive information regarding specific products or services that
are offered for sale. Each business that is interested in
completing a sale can also enter its e-mail address in order to
receive e-mail notifications from potential purchasers in their
category of interest.
Requests for E-Mail Notifications
The Worldbid web site can also be used by businesses that do not
wish to enter requests for tender or offers for sale. Business
users may select a category of interest and view posted requests
for tenders and offers to sell. Business users may enter their
e-mail contact information in order to receive notifications of
any request for tender or offer to sell within a category of
interest.
Categories
The format of the Worldbid web site allows for a broad variety of
categories and sub-categories, thereby appealing to a wide
variety of potential business users. Businesses can request
additional categories and sub-categories at the Worldbid web site
by e-mailing us via the Worldbid web site. We believe that this
flexible format will enable us to attract a broad range of
businesses that presently do not have any conventional means of
requesting tenders or obtaining requests for their products or
services. The global nature of the Internet and its ability to
be accessed throughout the world enables the Worldbid web site to
be used by businesses to access markets outside their geographic
region. Our experience is that approximately 60% of the
businesses that have registered to use the Worldbid web site are
residents of countries outside of the United States.
Development Focus
We have developed the format of the Worldbid web site in order to
encourage use by businesses from around the world in the
international trade community. We believe that the international
focus of the Worldbid web site offers a competitive advantage
over competing trade sites that often limit their focus to
specific geographic regions. We have also focused on enabling the
Worldbid web site to facilitate trade in goods that are often the
subject of international trade, such as industrial goods and
commodities.
International Worldbid Sites
We have developed a number of international Worldbid web sites
and we are continuing to develop additional international sites.
The network of Worldbid web sites now includes:
(i) worldbidgermany.com; (ii) worldbidafrica.com;
(iii) worldbidchina.com; (iv) worldbidmexico.com;
(v) worldbiditaly.com; (vi) worldbidfrance.com;
(vii) worldbidindia.com; (viii) worldbidkorea.com;
(ix) worldbiduk.com;(x) worldbidjapan.com; and
(xi) worldbidargentina.com. We have developed our international
web sites as a means of attracting
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international businesses that want to deal in a local country
market or in a local language, rather than English. Usage
of our international web sites now accounts for approximately
10% of the total usage of the Worldbid web sites.
We have developed a proprietary database architecture which
enables our international web sites to be linked to our main
Worldbid web site, yet remain independent. Linking the
international web sites to our main web site enables us to allow
trade lead data from our main site to be posted on relevant
international web sites and to allow trade lead data received
from international web sites to be posted on our main web site.
Trade lead data that is shared across web sites is restricted
based on defined parameters, such as trade opportunities within a
defined area or trade opportunities within a particular category.
Auctions
We have recently expanded the capabilities of the Worldbid web
site to allow for auctions. We enable businesses to post
products for auction. However, we do not participate in the
auction process or any transaction completing process once an
auction item is purchased.
Transaction Completion Process
We presently do not engage in completing transactions between
businesses that have agreed to contracts through the Worldbid web
site. The Worldbid web site is a means for interested parties to
make contacts and pursue negotiations between themselves. We are
not involved in the negotiation of the price or any terms of any
contract between potential purchasers and suppliers.
Screening of Notices
We screen notices of products and services which are posted on
the Worldbid web site at our option in order to ensure that
notices are appropriate for each category and do not contain
inappropriate content. We have implemented screening of notices
as a means of ensuring that businesses using the Worldbid web
site receive notices that are relevant to their businesses.
DEVELOPMENT OF THE WORLDBID WEB SITE
Global Internet Holdings started the development of the Worldbid
web site in September 1998. While the Worldbid web site was
operational at the time of its acquisition by us in February
1999, we determined that the functionality and presentation of
the Worldbid web site required upgrading prior to us being able
to market and solicit advertisements for the Worldbid web site.
Accordingly, we proceeded with the development and upgrading of
the WorldBid web site upon completion of its acquisition from
Global Internet Holdings. Our development of the Worldbid web
site included a complete restructuring of the Worldbid web site.
This restructuring was comprised of the following elements:
- Re-design of the graphics and presentation of the
Worldbid web site;
- Expansion of the functionality of the Worldbid web site
to include additional features, including posting of
goods offered for sale and expanded e-mail notification
capabilities;
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- Expansion and upgrading of our computer hardware and
programming in order to expand the functionality and
capacity of the Worldbid web site;
- Addition of search capabilities in order that users can
search for products by description or product codes;
- Expansion of the number of categories within the
Worldbid web site.
We are continuing to develop additional features for the Worldbid
web site and to enhance the functionality and operation of the
web sites. This is an ongoing process and is required in order
to maintain our existing user base in response to competitive
pressures, to attract new businesses and to enable us to earn
revenues from the Worldbid web site, as discussed below.
THE WORLDBID BUSINESS
We have focused most of our business activity to date on the
development of the Worldbid web sites. During this development
stage of our business, we have reached the following milestones:
(a) we commenced earning revenues from advertisements on e-
mail trade notifications in November, 1999;
(b) in excess of 18,000 businesses have registered in order
to use the Worldbid web sites;
(c) we presently transmit in excess of 5,000,000 e-mail
trade notifications in each month to businesses who are
using the Worldbid web sites;
(d) the Worldbid web sites presently receive in excess of
1,000,000 page views per month.
The achievement of these milestones is important, as the usage of
the Worldbid web site by businesses is an essential element of
the implementation of our business plan. We have offered the
Worldbid web site as a free site to date in order that we would
maximize the number of businesses using the web site and
receiving e-mail trade notifications. As the Worldbid web site
is now being used by a significant number of businesses and
contains business information which we believe to be unique and
of value, we are now focusing on generating revenue from the
Worldbid web site.
REVENUES
We have identified the following as the primary sources of
revenues that we anticipate that we may be able to earn from the
Worldbid web site:
1. sales of advertising placed on e-mail trade notifications
which are transmitted via the Worldbid web site to businesses;
2. selling membership fees and charging usage fees charged to
businesses for using the Worldbid web site and posting
requests for tender and offers for sale on the Worldbid web
site;
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3. earning commissions and referral fees from referral
arrangements with other companies who generate sales as a
result of referrals of businesses by us;
4. fees charged to partners for partnership arrangements for
the joint marketing and development of our Worldbid
international web sites.
Advertising Revenues
We are presently selling space for advertisements to be placed on
the e-mail trade notifications that are transmitted to businesses
that are using the Worldbid web site. We entered into our first
advertising sales contracts in August 1999. Sales of advertising
on e-mail trade notifications accounts for substantially all of
our revenue earned to date.
Advertising on e-mails is a new and emerging means of advertising
products and services using the Internet. We are targeting
advertisers involved in the business of trade and international
trade and advertising agencies with clients involved in the
business of trade and international 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.
Advertising on e-mail transmissions is a new form of advertising
that has yet to achieve broad based commercial acceptance. We
are undertaking significant market efforts in order to persuade
advertisers of the benefits of advertising on e-mail
transmissions that we send to businesses using the Worldbid web
site. Our marketing strategy includes marketing our ability to
focus advertisements for each advertising purchaser on the basis
of the various categories of goods and services on the Worldbid
web site. In undertaking these marketing efforts, we have been
pursuing negotiations with advertising agencies that have
multiple clients as a means of concentrating our market efforts.
We have determined that independent verification of use of the
Worldbid web site and e-mail notifications is an essential
element of our ability to market the advertising potential of the
Worldbid web site. Accordingly, we have retained an independent
auditor to verify the e-mail notifications sent by us via the
Worldbid web site. Independent audit reports are used by us to
substantial our e-mail transmission rates to advertising agencies
and potential advertisers.
Membership and Usage Fees
We are evaluating the implementation of mandatory membership fees
for businesses that are using the Worldbid web site. In
addition, we are also evaluating the implementation of usage fees
which would be charged to business for the benefits of the
Worldbid web site, such as receiving e-mail trade notifications.
We have not charged any membership or usage fees to date in order
to encourage businesses to use the Worldbid web site and to
expand the base of businesses using the Worldbid web site and
receiving e-mail notifications. We are in the process of
evaluating this revenue opportunity as usage of the Worldbid web
site increases. We plan to charge fees to businesses once the
volume of usage on the Worldbid web site has increased to a level
where businesses are prepared to pay a fee to post requests for
tenders and offers for sale and to receive e-mail information.
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Partnership Programs
We are pursuing partnership arrangements with international
businesses that are already involved in electronic commerce. The
objective of these partnerships is to enable us to increase usage
of the Worldbid international web sites. We plan to enter into
partnership arrangements with partners who have a combination of
established local business contacts, existing electronic commerce
web sites, local content for web sites and existing electronic
commerce clients. We would offer to our partner access to the
Worldbid web site format with the objective of enhancing the
service that the partner would be able to provide through its
existing electronic commerce business. We anticipate that we
would enter into revenue sharing arrangements with our partners
for revenues generated on the Worldbid international web sites in
which a partner participates. We also anticipate charging fees
to partners in consideration for us entering into the partnership
arrangement.
Future Revenue Streams
We will continually evaluate alternate revenue streams for the
Worldbid web sites. As usage of the Worldbid web sites grows,
the amount of relevant trade information on our web sites
increases. We view this information of potential value to
businesses and we will continually evaluate means to earn revenue
from this opportunity.
The Internet electronic commerce market is rapidly evolving and
presenting us with new revenue opportunities. However, this
rapid evolution could also result in existing revenue streams
being reduced or eliminated due to technological change and
competition.
EMPLOYEES
As of June 30, 2000, we had a total of sixteen (16) employees, of
which fifteen (15) are full-time employees and one is a part-time
employee. In addition, we have eight (8) full-time equivalent
contract personnel and five (5) part-time contract personnel.
The services of Mr. Scott Wurtele as our chief executive officer
are provided pursuant to an agreement dated September 10, 1999
between us, On Line Design and Mr. Wurtele. The services
provided by Mr. Wurtele include management of our day-to-day
business operations. The term of our agreement with Mr. Wurtele
is for a term expiring on February 15, 2001. We currently pay On
Line Design a consultant fee of $7,500 per month for Mr.
Wurtele's services. Mr. Wurtele's consulting agreement may only
be renewed for additional terms upon written agreement between
Mr. Wurtele and us. Any agreement for an extension of the term
would include agreement upon the consulting fee for the
subsequent term.
The services of Mr. Logan Anderson as our president are provided
pursuant to an employment agreement dated August 31, 1999 between
Mr. Anderson and us. The services provided by Mr. Anderson
include exercising general direction and supervision over our
business and financial affairs, providing overall direction to
our management and performing such other duties and observing
such instructions as may be reasonably assigned to his from time
to time in his capacity of our president. Mr. Anderson is
required to devote approximately 15% of his business time to our
business until such time our positive working capital equals or
exceeds $750,000 at which time Mr. Anderson has agreed to devote
approximately 80% of his business time to our business. We
currently pay Mr. Anderson a salary of $1,000 per month. Mr.
Anderson's salary
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will increase to $7,500 per month upon Mr.
Anderson being required to devote 80% of his business time to our
business. The term of our agreement with Mr. Anderson is for a
term of one year, provided that we can terminate without cause
upon the payment to Mr. Anderson of an amount equal to the
greater of $30,000 or six months salary. Mr. Anderson may
terminate his employment agreement upon three months written
notice to us. The employment agreement may only be renewed for
additional terms upon written agreement between Mr. Anderson and
us. Any agreement for an extension of the term would include
agreement upon the salary for the subsequent term. Mr. Anderson
presently devotes approximately 15% of his business time to our
business.
The services of Mr. Howard Thomson as our secretary and treasurer
are provided pursuant to a written employment agreement dated
August 31, 1999 between Mr. Thomson and us. The services
provided by Mr. Thomson include ensuring that proper corporate,
financial and administrative records are maintained by us,
supervising and advising on the conduct of our financial affairs,
and coordinating all our auditing functions. Mr. Thomson is
required to devote approximately 15% of his business time to our
business until such time as our positive working capital equals
or exceeds $750,000 at which time Mr. Thomson will be required to
devote approximately 80% of his business time to our business.
We currently pay Mr. Thomson a salary of $750 per month. Mr.
Thomson's salary will increase to $5,000 per month upon Mr.
Thomson being required to devote 80% of his business time to our
business. The term of our agreement with Mr. Thomson is for a
term of one year, provided that we can terminate without cause
upon the payment to Mr. Thomson of an amount equal to the greater
of $22,500 or six months salary. Mr. Thomson may terminate his
employment agreement upon three months written notice to us. The
employment agreement may only be renewed for additional terms
upon written agreement between Mr. Thomson and us. Any
agreement for an extension of the term would include agreement
upon the salary for the subsequent term. Mr. Thomson presently
devotes approximately 15% of his business time to our business.
The services of Mr. Paul Wagorn as our chief operating officer
are provided pursuant to a written employment agreement dated
March 1, 2000 between our subsidiary, Worldbid Networks, and Mr.
Wagorn. Mr. Wagorn is paid a salary of $5,220 CDN per month and
supervises our web site development and operations. Our
agreement with Mr. Wagorn may be terminated by either us or Mr.
Wagorn delivering written notice of termination, subject to a
minimum notice period which is currently less than 60 days.
Our future performance depends upon the continued contributions
of members of senior management and other key personnel. We do
not have long-term employment agreements with any of our key
personnel, other than set forth above and we do not maintain key
person life insurance. Competition for attracting and retaining
personnel in the industry is intense, and we need to be
successful in attracting qualified employees in order for our
business to succeed in the future. If one or more of our key
personnel leaves and/or joins or forms a competitor, this could
have a harmful effect on our business.
TECHNOLOGY
We use a combination of proprietary technology and commercially
available licensed technology to operate the Worldbid web sites.
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Software
We are the owner of proprietary software that has been developed
by us and is incorporated into the Worldbid web sites. This
proprietary software includes search engine software, advertising
management software and certain web site management tools. We
continue to develop proprietary software to enhance and expand
the capabilities of the Worldbid web sites in circumstances where
commercial third party software does not meet our requirements or
is too expensive. We believe that the continued development of
our own proprietary software is essential to the success of our
business.
The operation of our computer network servers that host the
Worldbid web site depends on operating system software, database
software, and server software that has been developed, produced
by and licensed from third parties. Software that we acquire
from third parties is software that is commercially available
software and is not software developed specifically for the
Company.
Operations
We own the servers that host the Worldbid web sites. Our
computer network servers are presently located in Vancouver,
British Columbia on the premises of NetNation Communications
Inc., our Internet service provider, at 2040-555 West Hastings
Street, Vancouver, British Columbia. NetNation Communications
presently provides us with the following services: Internet
connection services, Internet band-with, and storage of our
servers at NetNation Communications premises. We do not have any
agreement directly with NetNation Communications but receive
services through an Internet service provider agreement between
NetNation Communications and Global Internet Holdings. We pay a
monthly fee to Global Internet Holdings as reimbursement to
Global Internet Holdings of the expenses incurred by Global
Internet Holdings in connection with the services provided by
NetNation. This expense is approximately $4,000 per month and
varies according to bandwidth consumed by us. We anticipate that
this expense will increase as usage of the Worldbid web sites and
the volume of e-mail notifications delivered increases.
We are currently in the process of upgrading our computer network
operations in order that we can accommodate increased use of the
Worldbid web sites and increased e-mail transmissions. The
upgrade will consist of the addition of two additional computer
servers and associated computer hardware that will be located at
our head office in Victoria, British Columbia. This computer
equipment has been purchased and is in the process of being
integrated into our operations. Our new computer servers will be
connected to the Internet via a fiber-optic cable connection.
The upgrade to our computer network operations will enable us to
accommodate a ten-fold increase in the usage of the Worldbid web
sites without the acquisition of any new computer hardware. We
intend to maintain our existing servers at NetNation
Communications as back-up servers once we have switched
operations to the new computer servers.
Internet Gateway
We do not own a gateway onto the Internet, but instead rely on an
Internet service provider to connect the Worldbid web site to the
Internet. We use Internet service providers to provide
connectivity to the Internet, Internet traffic and data routing
services and e-mail services. The Internet service provider
provides us with a high speed Internet access line to the World
Wide
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Web. As discussed above, we are in the process of upgrading
these telecommunication and Internet service facilities in order
to enable our computer systems to handle increased usage of the
Worldbid web sites.
Personal Computers
We provide each of our employees and full-time consultants with a
computer and related peripherals in order that the employee or
consultant can provide us with their services. Some of our
employees and consultant provide their services from their
personal residences using the Internet and a corporate Intranet
to access our servers and communicate with our head office. We
retain ownership of any computer and related peripherals provided
to any employee or full-time consultant.
INTELLECTUAL PROPERTY AND OTHER PROPRIETARY RIGHTS
Our performance and ability to compete are dependent to a
significant degree on the continued protection of our proprietary
technology. We rely upon a combination of trademark, copyright
and trade secret laws, as well as confidentiality agreements and
non-compete agreements executed by employees and consultants as
measures to establish and protect our proprietary rights.
We have applied for registration of the "WorldBid" trademark in
the United States. We submitted an application to the United
States Patent and Trademark Office on June 4, 1999 for a service
mark "WORLDBID" for use in connection with the services that we
provide. There can be no assurance that we will be able obtain a
trademark for "WorldBid" or to secure significant protection for
our service marks or trademarks. If granted, the issuance of a
trademark will not be definitive of our right to use the
trademark in conjunction with our services. Our rights would be
subject to (i) the Act of July 5, 1946 (U.S.C. 1051 et. Seq., as
amended); (ii) state and common low rights which generally confer
rights based, among other things, on having been the first person
to use the trademark, the distinctiveness of the trademark and
the potential confusion with other trademarks, whether registered
or not.
We have applied to the United States Patent Office for a patent
of the customized trade facilitation system and associated custom
advertising and notifications systems that we have developed and
incorporated into the Worldbid web sites. There is no assurance
that patent protection will be granted by the United States
Patent Office.
We are the owner of the "www.worldbid.com" domain name. It is
possible that our competitors or others will adopt Internet
domain names or product or service names similar to "WorldBid",
thereby impeding our ability to establish recognition and usage
of the Worldbid web sites and creating confusion amongst users
and potential users of the Worldbid web sites.
RESEARCH AND DEVELOPMENT EXPENDITURES
We have been spent by the following amounts on research and
development activities since the acquisition of the WorldBid web
sites in February, 1999:
12
<PAGE>
February 16, 1999 to
April 30, 2000
Research and Development Operating
Expenditures: $ 94,081
Development Expenditures Capitalized as
Assets: $158,355
Total Research and Development Expenditure: $252,436
Research and development activities have consisted of the
development of the Worldbid web sites and programming and
software developments associated with the Worldbid web sites.
COMPETITION
We currently or potentially compete with a variety of other
companies involved in facilitating business transactions via the
Internet. These competitors include: (i) direct competing
Internet web sites involved in facilitating business to business
transactions, including VerticalNet.Com, Inc., Tradecompass.com
and Alibaba.com; (ii) competing Internet web sites focused on
specific industries, including Plasticnet.com and Ventro
Corporation; (iii) traditional business to business competitors
that are attempting to expand their existing businesses to
electronic commerce; and (iv) traditional business to business
advertising and commerce competitors, including trade magazines
and trade associations. The presence of existing or future
competition may impair our ability to charge user fees or other
services charges to businesses that use the Worldbid web sites.
Our business plan anticipates that revenue will be earned from
sales of advertising on e-mail transmissions. We face
competition for advertising revenue from a broad spectrum of
businesses using the Internet that are attempting to sell
advertising on their web sites or on e-mails transmitted from
their web sites. There is no assurance that potential advertising
revenues will not decrease with the growth in electronic commerce
and competition from competitors. The presence of existing or
future competition may impair our ability to earn revenue from
advertising fees.
We anticipate that competition in the electronic commerce market
will increase in the future as low barriers to entry characterize
electronic commerce. Moreover, current and potential competitors
may expand the capabilities of their web sites to compete
directly with our Worldbid web sites. Accordingly, it is
possible that new competitors or alliances among competitors may
emerge and attract users and potential users from the Worldbid
web sites. In addition, potential users may elect to sell their
products directly without use of the Worldbid web sites.
Increased competition may result in the reduction in potential
advertising and usage fees, the reduction of usage of the
Worldbid web sites and our inability to generate business
acceptance of the Worldbid web sites. Each of these factors
would likely result in increased operating costs and our
inability to generate revenues, any one of which could materially
adversely affect our business, results of operations and
financial condition. Many of our current and potential
competitors have significantly greater financial, marketing,
customer support, technical and other resources than we do. As a
result, such competitors may be able to attract potential users
away
13
<PAGE>
from the Worldbid web sites, and they may be able to respond
more quickly to changes in customer preferences or to devote
greater resources to the development, promotion and sale of their
web-sites than we can.
GOVERNMENT REGULATION
Our experience is that users from multiple state and
international jurisdictions use the Worldbid web sites. While we
do not directly participate in any transaction completed between
businesses using the Worldbid web site, we transmit e-mails to
users across international and state boundaries. There is a risk
that these e-mail transmittals may be the subject of government
regulation in the future or that governments will interpret their
laws as having jurisdiction over our business. Applicability of
these laws may have the result that we are prohibited from
transmitting e-mails to users in certain states or countries or
that we may have to incur increased expense in order to transmit
e-mails to users in certain states or countries.
Due to the increasing popularity and use of the Internet, it is
possible that a number of laws and regulations may be adopted
with respect to the Internet generally, covering issues such as
user privacy, pricing, and characteristics and quality of
products and services. Similarly, the growth and development of
the market for Internet commerce may prompt calls for more
stringent consumer protection laws that may impose additional
burdens on those companies conducting business over the Internet.
The adoption of any additional laws or regulations may decrease
the growth of commerce over the Internet, increase the Company's
cost of doing business or otherwise have a harmful effect on the
WorldBid Business.
We may have to qualify to do business in other jurisdictions. As
the Worldbid web sites are available over the Internet in
multiple states and foreign countries, and as the users of our
Worldbid web sites are resident in such states and foreign
countries, such jurisdictions may claim that we are required to
qualify to do business as a foreign company in each such state
and foreign country. Failure to qualify as a foreign company in
a jurisdiction where required to do so could subject us to taxes
and penalties.
We are not aware of any environmental laws that are applicable to
the operation of our business.
ITEM 2. Description of Property
We are presently in the process of locating our corporate head
office in the United States. We have not determined the location
of our corporate head office or entered into any lease for our
corporate head office.
The business operations of our operating subsidiary, Worldbid
Networks Ltd., are conducted from leased premises in Victoria,
British Columbia, Canada. Worldbid Networks leases approximately
5,000 square feet of office space at Suite 1100, 1175 Douglas
Street, Victoria, British Columbia, for a term expiring July 31,
2003. Our Worldbid web site operations and development
activities are carried from these premises.
ITEM 3. Legal Proceedings
We are not a party to any material legal proceedings and to our
knowledge, no such proceedings are threatened or contemplated.
14
<PAGE>
ITEM 4. Submission of Matters to a Vote of Security Holders.
No matters were submitted to our security holders for a vote
during the fiscal year ending April 30, 2000.
15
<PAGE>
PART II
ITEM 5. Market for Registrant's Common Equity and Related
Stockholders Matters
Market Information
Our shares are currently trading on the OTC Bulletin Board under
the stock symbol WBID. The first day on which our shares were
traded was July 6, 2000. The high and the low bids for our
shares for each quarter of actual trading were:
Quarter High Low
------- ---- ---
1st Quarter 2000 N/A N/A
2nd Quarter 2000 N/A N/A
3rd Quarter 2000 (to date) $4.00 $2.00
The quotations reflect inter-dealer prices, without retail mark-
up, markdown or commission and may not represent actual
transactions.
There were 39 registered shareholders of our common stock as at
July 24, 2000.
Dividends
We issued a stock dividend to our shareholders of record on June
26, 2000. Each shareholder of record was issued an additional
one share of our common stock for each share held prior to the
record date. Our common stock was approved for trading on a
post-split basis effective as of June 27, 2000. As a result of
this stock dividend, the issued and outstanding shares of our
common stock increased from 7,250,000 shares to 14,500,000
shares.
The issuance of dividends to shareholders is at the discretion of
our board of directors. We have not issued any cash dividends
since our inception and we do not have plans to do so in the
foreseeable future.
Recent Sales of Unregistered Securities
We completed the issuance of 3,000,000 common shares to Global
Internet Holdings at a deemed price of $0.01 per share pursuant
to the acquisition agreement for the Worldbid web site dated
February 2, 1999. These shares were issued Global Internet
Holdings pursuant to Section 4(2) of the 1933 Act. Global
Internet Holdings is the registered and beneficial owner or more
than 10% of the Company's issued and outstanding Common Stock.
The 3,000,000 shares of Common Stock issued to Global Internet
Holdings are "restricted" shares, as defined in the 1933 Act.
Global Internet Holdings is a private company a controlled by Mr.
Scott Wurtele, a director of the Company.
We completed an offering of 2,000,000 shares of our common stock
to nine (9) purchasers at a price of $0.01 per share on February
15, 1999 pursuant to Rule 504 of Regulation D of the Act. The
offering was completed to persons known to our officers and
directors. We received total proceeds of $20,000 from this
offering. No commissions or fees were paid in connection with
the offering. Mr. Logan Anderson, a director and our president,
purchased 450,000 shares of our
16
<PAGE>
common stock pursuant to this
offering. Mr. Howard Thomson, a director and our secretary and
treasurer, purchased 50,000 shares of our common stock pursuant
to this offering.
We completed an offering of 700,000 shares of our common stock to
twenty-one (21) purchasers at a price of $0.20 per share on
February 17, 1999 pursuant to Rule 504 of Regulation D of the
Act. The offering was completed to persons known to our officers
and directors. We received total proceeds of $140,000 from this
offering. No commissions or fees were paid in connection with
the offering.
We completed an offering of 300,000 common shares to twelve (12)
purchasers at a price of $1.00 per share on March 31, 1999
pursuant to Rule 504 of Regulation D of the Act. The offering
was completed to persons known to our officers and directors. We
received total proceeds of $300,000 from this offering. No
commissions or fees were paid in connection with the offering.
Mr. Howard Thomson, a director and our secretary and treasurer,
purchased 5,000 shares of our common stock pursuant to this
offering.
We completed the sale of 1,250,000 units during the period from
January 2000 to June 2000 at a price of $1.25 per unit. We
raised total proceeds of $1,203,750 from this offering. No
commissions or fees were paid in connection with the offering.
All sales were completed pursuant to Rule 506 of Regulation D of
the Act. Each unit was comprised of one share of our common
stock and one share purchase warrant. In aggregate, a total of
1,250,000 shares and warrants to purchase an additional 1,250,000
shares were issued. As a result of the stock dividend described
below, each purchaser was issued one additional share for each
share purchased and the terms of the warrants were amended in
accordance with the anti-dilution provisions of each warrant.
As a result of these anti-dilution provisions, the warrants now
represent the right to purchase a total of 2,500,000 shares of
our common stock at a price of $0.75 during the first year
following the closing and at a price of $0.875 during the second
year following the closing.
We approved an incentive stock option plan on January 17, 2000
that provides for the grant of incentive stock options to
purchase our common stock to our directors, officers, employees
and permitted consultants. Options to purchase a total of up to
2,175,000 shares of our common stock may presently be granted
under the stock option plan.
We granted options to purchase a total of 915,000 shares of our
common stock under the stock option plan during the period from
January 2000 through the end of June 2000. These options were
doubled after the stock dividend as a result of the anti-dilution
provisions of the option agreements. Thus there are currently
options to purchase 1,830,000 shares of our common stock
outstanding. Each option granted is for a term of four years
from the date of grant and is exercisable at price of $0.75 per
share. Of the options granted, options to purchase a total of
715,000 shares of our common stock are held by our officers and
directors. Additional options to purchase a total of 1,115,000
shares are held by our employees and eligible consultants, each
of which options is subject to vesting over a period of four
years from the date the employee or consultant joined us as an
employee or consultant.
We completed the issue of 7,250,000 shares of our common stock
upon completion of our stock dividend on June 26, 2000. Each of
our shareholders received one additional share of our common
stock for each share held as of June 26, 2000. We did not
receive any proceeds from the issue of these shares of our common
stock to our shareholders.
17
<PAGE>
ITEM 6. Management's Discussion and Analysis or Plan of
Operation
Plan of Operation
Our objective is to establish the Worldbid web sites as the
premier business-to-business internet websites for world trade.
We believe that the achievement of this objective will result in
increased usage of the Worldbid web sites by businesses and
increased volumes of e-mail notifications being transmitted by
us. The achievement of increased use of the Worldbid web sites
and transmission of e-mail notifications are essential components
of our ability to earn revenues and to be profitable.
Our plan of operations for the next 12-month period involves
completion of the following business objectives:
1. Increasing Sales of Advertising
The Worldbid web sites presently receive more than one million
page views per month. In addition, we are transmitting in excess
of 5 million e-mail notifications in each month. The primary
source of our current revenue comes from advertising on e-mail
notifications; however, we are only earning revenue on
advertisements on a portion of the e-mail notifications that we
transmit. Our objective is to increase the amount of advertising
revenue we receive through advertising on e-mail transmissions in
order to maximize the revenue potential of this income source.
We plan to develop relationships and arrangements with
advertising agencies and advertisers who are prepared to
advertise on e-mail notifications transmitted via the Worldbid
web sites. We will use our independent audit reports of the
usage of our Worldbid web sites as a basis for increasing sales
to advertisers directly and through advertising agencies. A key
component of our marketing program will be our ability to focus
advertising on targeted markets.
2. Implementation of Usage Fees for the Worldbid Web Sites
We are continuing to evaluate the implementation of usage fees to
be charged to businesses using the Worldbid web sites. Our plan
is to continue to upgrade the Worldbid web sites to enable us to
charge usage fees for various services offered by us through the
Worldbid web sites. We plan to develop software that will enable
us to invoice businesses and collect payments electronically
through the Worldbid web sites.
We will continue to assess the implementation of various
different forms of usage fees through the next twelve months.
Specific usage fees that we are considering include charging
businesses a monthly fee for access to the Worldbid web sites,
charging businesses for e-mail trade notifications received in
response to postings on the Website, and charging businesses for
the ability to access information on trade notifications via the
Worldbid web sites. The implementation of usage fees will depend
on a number of factors, including the time at which competitors
begin charging for their services and the time at which we
consider that the information available to businesses on our
Website is of sufficient value to convince businesses to pay for
access to this information.
In order to enable us to begin charging businesses for access to
information on our Website, we have recently modified our Website
to require businesses to register with us prior to posting any
18
<PAGE>
offers for sales or requests for tender on our Website. This
registration process is an initial step in being able to charge
businesses for access to information on our Website.
3. Marketing of the Worldbid Web Sites
We will attempt to increase the visibility and brand recognition
of the Worldbid web sites through a variety of marketing and
promotional campaigns. The purpose of the marketing and
promotional campaigns will be to increase the number of
businesses that are using the Worldbid web sites. The
advertising campaigns may involve advertising in conventional
print media and on complimentary Internet web sites. The nature
and extent of any marketing and promotional campaigns conducted
by us for the Worldbid web sites will depend on the availability
of funding.
4. Partnerships for International Web Sites
We plan to initiate partnership programs over the next twelve
months for the development of our WorldBid international web
sites. We are attempting to enter into partnership arrangements
with electronic commerce businesses in other countries for the
development and marketing of these web sites. Specific web sites
which may be operated under a partnership program include the
worldbiduk.com, worldbidafrica.com, and worldbidspain.com web
sites. We are pursuing partnership programs with potential e-
commerce partners who have any of the following:
(i) A developed user base of businesses;
(ii) Internet design and e-commerce experience;
(iii) International trade connections;
(iv) Existing business-to-business e-commerce websites; and
(v) Local market business connections.
We believe that we can offer potential partners a sophisticated
means of enabling their clients to access valuable international
trade information. Any partnership program would be operated on
a revenue sharing basis.
5. Upgrade of the Worldbid Web Sites
We plan to continually upgrade the Worldbid web sites over the
next twelve months in order to maintain our competitive position
and to take advantage of new technology. We plan to introduce a
redesigned version of the Worldbid web sites by August, 2000.
The redesigned Website will offer users faster access and more
intuitive ease of use of the Worldbid web sites.
We anticipate that we will spend a minimum of $3,000,000 over the
next twelve-month period in pursing our stated plan of
operations. Of these anticipated expenditures, we anticipate
that approximately $1,200,000 will be spent over the next six
months. We may spend up to $6,000,000 over the next twelve-month
period in pursuing our stated plan of operations if we are
successful in achieving sufficient financing to support the
expenditures. If we are successful in achieving sufficient
financing, we anticipate that the majority of the increase in
expenditures would be directed toward marketing and promotion of
the Worldbid web sites generally. If we do not achieve
sufficient funding, then this marketing and promotional campaign
would be scaled back to reflect available funding.
19
<PAGE>
We anticipate that we will hire approximately twenty additional
employees over the next twelve-month period in implementing our
stated plan of operations. We anticipate that these employees
will include be distributed equally between the business
development, web site operations, support staff and sales areas
of our business.
Results Of Operations
We earned revenues of $87,729 for the year ended April 30, 2000.
Our revenues consisted primarily of revenues from advertising on
the e-mail trade notifications. Revenues from advertising
commenced in August 1999. Of the revenues earned during the
year, revenues earned during the last quarter of the year totaled
$56,568, representing 64.5% of total revenues for the year. We
anticipate that revenue from advertising will increase if the
number of e-mail trade notifications that we send continues to
increase and if we can increase the rate of paid advertising on
our e-mail trade notifications.
Our operating expenses were $1,195,217 for the year ended April
30, 2000, compared to operating expenses of $71,572 for the
period ending April 30, 1999. Our increased operating expenses
are the result of the expansion of our business operations during
the year. Significant expenses included the hiring of new
employees, the establishment of our operating office in Victoria,
British Columbia and the increased cost of managing and
developing the Worldbid web sites. The increase in operating
expenses compared to the period ended April 30, 1999 reflects
that fact that the operating expenses for the period ended April
30, 1999 reflect only three months of active operations. We
expect that our operating expenses and research and development
costs will increase substantially as we attempt to expand our
business operations in accordance with our business plan and our
stated plan of operations.
We recorded a net loss of $1,104,640 for the year ended April 30,
2000, compared to a net loss of $71,571 for the period ending
April 30, 1999. This loss reflects our increased operating
expenses during the year and the fact that we did not achieve
material revenues during the year. The increase in loss compared
to the loss for the period ended April 30, 1999 also reflects the
fact that the period ended April 30, 1999 reflects only three
months of active operations. We anticipate that losses will
increase as we increase our operating expenses to carry out our
plan of operations. In particular, we recently increased our
advertising expenses associated with carrying out a marketing
campaign of our business and the Worldbid web sites. There is no
assurance that these advertising expenses will result in
increased revenues.
Liquidity And Capital Resources
We had cash on hand of $86,911 and working capital of $34,186 as
of April 30, 2000. Our monthly operating expenses have increased
to approximately $200,000 per month. Our revenues have increased
to approximately $30,000 per month and are not sufficient to
support our stated plan of operations or our existing operating
expenses.
We completed the sale of units consisting of shares of our common
stock and share purchase warrants during the year ended April 30,
2000 for total proceeds of $912,500. We completed the sale of
additional units subsequent to April 30, 2000 for additional
proceeds of $291,250. The funds raised from the offering have
been applied to fund our working capital requirements and to fund
our increased marketing campaign.
20
<PAGE>
Our current cash reserves are only sufficient to enable us to
operate for an additional 2 months, assuming that our revenues
remain constant. Accordingly, we will shortly require additional
financing if we are to continue our business operations. We
anticipate that any additional financing would be through the
sales of our common stock. We do not have any arrangements in
place for the sale of any of our common stock and there is no
assurance that we will be able to achieve funding through the
sales of our common stock.
We anticipate that we will continue to incur losses for the
foreseeable future. We base this expectation in part on the
expectation that we will incur substantial marketing and
operating expenses in completing our stated plan of operations.
Our future financial results are also uncertain due to a number
of factors, many of which are outside of our control. These
factors include, but are not limited to:
(i) our ability to increase revenue from advertisements
from e-mail notifications transmitted via the Worldbid
web sites
(ii) our ability to implement usage fees for the Worldbid
web sites without significantly reducing use of the
Worldbid web sites and the number of e-mail trade
notifications.;
(iii)our ability to achieve funding, which is necessary
to achieve our stated plan of operations;
(iv) our ability to compete with existing and new business-
to-business electronic commerce web sites and the
success of any marketing and promotional campaign which
we conduct for the Worldbid web sites.
Our stated plan of operations includes forward-looking
statements. Our actual results may differ materially from this
stated plan of operations. Factors which may cause our actual
results or our actual plan of operations to vary include
decisions of the board of directors not to pursue the stated plan
of operations based on a reassessment by our board of directors
of the plan which is in our best interest, change in the internet
business environment and changes in general economic conditions
and those factors which we have identified as risk factors in
this Form 10-KSB Annual Report.
Impact of the Year 2000 Issue
The "Year 2000 problem" arose because many existing computer
programs use only the last two digits to refer to a year.
Therefore, these computer programs were not expected to properly
recognize a year that begins with "20" instead of the familiar
"19". Many experts believed that if not corrected this problem
would lead to widespread computer failures. Since the turn of
the century, however, we have not experienced any adverse effects
of this Year 2000 problem.
21
<PAGE>
ITEM 7. Financial Statements
The Company's audited financial statements for the period ending
April 30, 1999 and 2000, including the following, are attached
hereto.
(a) Consolidated Balance Sheets;
(b) Consolidated Statement of Operations and Accumulated
Deficit;
(c) Consolidated Statement of Changes in Stockholders'
Equity;
(d) Consolidated Statement of Cash Flows;
(e) Notes to Consolidated Financial Statements.
22
<PAGE>
WORLDBID CORPORATION
AND SUBSIDIARY
FINANCIAL STATEMENTS
APRIL 30, 2000
WITH
INDEPENDENT AUDITOR'S REPORT THEREON
<PAGE>
INDEX TO FINANCIAL STATEMENTS
-----------------------------
Page
----
Independent Auditor's Report. . . . . . . . . . . . . . 1
Consolidated Financial Statements:
Consolidated Balance Sheet. . . . . . . . . . . . . . 2
Consolidated Statement of Operations
and Accumulated Deficit . . . . . . . . . . . . . . 3
Consolidated Statement of Changes
in Stockholders' Equity . . . . . . . . . . . . . 4
Consolidated Statement of Cash Flows . . . . . . . . 5
Notes to Consolidated Financial Statements. . . . . . 6-12
Supplemental Statement:
Consolidated Statement of Operating Expenses . . . . 14
<PAGE>
INDEPENDENT AUDITORS' REPORT
----------------------------
To the Board of Directors
And Stockholders
Worldbid Corporation
In our opinion, the accompanying consolidated balance sheet and
the related consolidated statements of operations and accumulated
deficit, changes in stockholders' equity, and statement of cash
flows present fairly, in all material respects, the financial
position of Worldbid Corporation and its subsidiary for the year
ended April 30, 2000 and for the period ended April 30, 1999, in
conformity with accounting principles generally accepted in the
United States. These consolidated financial statements are the
responsibility of the Company's management; our responsibility is
to express an opinion on these consolidated financial statements
based on our audits. We conducted our audits of these statements
in accordance with auditing standards generally accepted in the
United States, which require that we plan and perform the audit
to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the consolidated financial statements, assessing
the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable
basis for the opinion expressed above.
Our audit was made for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental
consolidated statement of operating expenses is presented for the
purposes of additional analysis and is not a required part of the
basic financial statements and, in our opinion, is fairly stated
in all material respects in relation to the basic financial
statements taken as a whole.
/s/ Sarna & Company
Sarna & Company
Westlake Village, California
June 26, 2000
<PAGE>
WORLDBID CORPORATION AND SUBSIDIARY
CONSOLIDATED BALANCE SHEET
ASSETS APRIL 30
2000 1999
---- ----
Current Assets
Cash $ 86,911 $ 366,239
Accounts Receivable 39,772 0
---------- ----------
Total Current Assets 126,683 366,239
Property and Equipment
Computer Software 62,077 15,461
Computer Equipment 155,886 0
Web Site 69,573 44,840
Office Equipment 43,073 0
---------- ----------
Total Property and Equipment 330,609 60,301
Less Accumulated Depreciation <66,122> 0
---------- ----------
Net Property and Equipment 264,487 60,301
Other Assets - Domain Names 9,865 0
---------- ----------
TOTAL ASSETS $ 401,035 $ 426,540
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts Payable and Accrued Expenses $ 92,497 $ 5,612
---------- ----------
Total Current Liabilities 92,497 5,612
Stockholders' Equity
Common Stock, $0.001 par value
100,000,000 shares authorized,
6,730,000 and 6,000,000 shares issued 6,730 6,000
Additional Paid in Capital 1,478,020 486,500
Accumulated deficit <1,176,212> <71,572>
---------- ----------
Total Stockholders' Equity 308,538 420,928
---------- ----------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 401,035 $ 426,540
========== ==========
See Notes to Consolidated Financial Statements
2
<PAGE>
WORLDBID CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT
YEAR ENDED INCEPTION
APRIL 30 8/10/98 TO
2000 4/30/99
---------- ----------
Revenues $ 87,729 0
Operating Expenses <1,195,217> <71,572>
----------- ---------
Loss Before Other Income <1,107,488> <71,572>
Other Income - Interest 2,848 <0>
----------- ---------
Loss Before Provision for
Income Taxes <1,104,640> <71,572>
Provision for Income Taxes <0> <0>
----------- ---------
Net Loss <1,104,640> <71,572>
Accumulated Deficit, Beginning of Period <71,572> <0>
----------- ---------
Accumulated Deficit, End of Period $<1,176,212> $<71,572>
=========== =========
Net Loss per Share $ <0.18> $ <0.01>
=========== =========
Weighted Average Shares Outstanding 6,020,000 5,025,000
=========== =========
See Notes to Consolidated Financial Statements
3
<PAGE>
WORLDBID CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
Common Stock Additional Accumulated Total
Dollar Paid in Deficit Stockholders'
Shares Amount Capital Equity
------ ------- ---------- ----------- ------------
Balances (INCEPTION) ---- $ ---- $ ---- $ ---- $ ----
August 10, 1998
Common Stock Issued
Worldbid.Com
Web Site
Acquisition
February 2, 1999
$.01 per share 3,000,000 3,000 27,000 ---- 30,000
Common Stock Issued
February 15, 1999
$.01 per share 2,000,000 2,000 18,000 ---- 20,000
Common Stock Issued
February 17,1999
$.20 per share 700,000 700 139,300 ---- 140,000
Common Stock Issued
March 31, 1999
$1.00 per share 300,000 300 299,700 ---- 300,000
Contributed Surplus
Fair Market Value
of Officer's
Services Provided
from February 15,
1999 to April 30,
1999 ---- ---- 2,500 ---- 2,500
--------------------------------------------------------
Balances
April 30, 1999 6,000,000 $ 6,000 $ 486,500 $ <71,572> $ 420,928
Common Stock Issued
April 20, 2000
$1.25 per share 730,000 730 991,520 ---- ----
Net Loss
Period Ended
April 30, 2000 ---- ---- ---- <1,104,640> <112,390>
--------------------------------------------------------
Balances
April 30, 2000 6,730,000 $ 6,730 $1,478,020 $<1,176,212> $ 308,538
========================================================
See Notes to Consolidated Financial Statements
4
<PAGE>
WORLDBID CORPORATION AN SUBSIDIARY
CONSOLIDATED STATEMENT OF CASH FLOWS
YEAR ENDED INCEPTION
APRIL 30 8/10/98 TO
2000 4/30/99
---------- ----------
Cash Flows from Operating Activities:
Net Loss $ <1,104,640> $ <71,572>
Adjustments to Reconcile Net Income to
Net Cash Provided by Operating Activities
Amortization 1,096 0
Depreciation 66,122 0
<Increase> Decrease in:
Accounts Receivable <39,772> 0
Increase <Decrease> in:
Accounts Payable and
Accrued Expenses 86,885 5,612
---------- ----------
Net Cash Used by Operating Activities <990,309> <63,460>
Cash Flows from Investing Activities:
Purchases of Property and Equipment <270,308> <30,301>
Acquisition of Domain Names <10,961> 0
---------- ----------
Net Cash Used by Investing Activities <281,269> <30,301>
Cash Flows from Financing Activities:
Net Proceeds from the Issuance of
Common Stock 992,250 460,000
---------- ----------
Net Cash Provided by Financing Activities 992,250 460,000
---------- ----------
Net Increase <Decrease> in Cash <279,328> 366,239
Cash at Beginning of Period 366,239 0
---------- ----------
Cash at End of Period $ 86,911 $ 366,239
============ ============
See Notes to Consolidated Financial Statements
5
<PAGE>
WORLDBID CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
---------------------------------------------------
General
-------
Worldbid Corporation (the "Company" or "WBC") was originally
incorporated on August 10, 1998 in the state of Nevada as
"Tethercam Systems, Inc.". On January 15, 1999 the Company
changed its name to Worldbid Corporation.
The Company is engaged in the business of facilitating electronic
commerce via the Internet. The company owns and operates an
online business-to-business world trade web site, which is
located on the Internet at "www.Worldbid.com". The Worldbid
web site facilitates business transactions on the Internet by
providing an organized and systematic tool for business to post
notices of goods for sale and notices for the request for tender
of goods. The Company uses electronic e-mail notifications in
order to enable businesses to connect and transact business. The
Company currently earns revenues from advertising on e-mail
notifications, which are transmitted to businesses using the
worldwide web site. The Company plans to increase the revenue
generating capabilities of its Worldbid web site by charging fees
to businesses for services provided via the Worldbid web site.
Basis of Presentation
---------------------
The consolidated financial statements as presented include the
accounts of Worldbid Corporation and its subsidiary Worldbid
Networks, Inc. All intercompany balances have been eliminated.
The Company reports revenue and expenses using the accrual method
of accounting for financial and tax reporting purposes. All
reported amounts are in U.S. dollars.
Use of Estimates
----------------
Management uses estimates and assumptions in preparing these
financial statements in accordance with generally accepted
accounting principles. Those estimates and assumptions affect
the reported amounts of assets and liabilities, the disclosure of
contingent assets and liabilities, and the reported revenues and
expenses.
6
<PAGE>
WORLDBID CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
---------------------------------------------------------------
Pro Forma Compensation Expense
------------------------------
WBC accounts for costs of stock-based compensation in accordance
with APB No. 25, "Accounting for Stock Based Compensation"
instead of the fair value based method in SFAS No. 123. No pro
forma compensation expense is reported in these financial
statements.
Accounts Receivable
-------------------
No allowance for uncollectable accounts has been provided.
Management has evaluated the accounts and believes they are all
collectable.
Depreciation, Amortization and Capitalization
----------------------------------------------
The Company records depreciation and amortization when
appropriate using both straight-line and declining balance
methods over the estimated useful life of the assets (five to
seven years).
Expenditures for maintenance and repairs are charged to expense
as incurred. Additions, major renewals and replacements that
increase the property's useful life are capitalized. Property
sold or retired, together with the related accumulated
depreciation, is removed from the appropriate accounts and the
resultant gain or loss is included in net income.
Impairment of Long-Lived Assets
-------------------------------
The Company evaluates the recoverability of long-lived assets in
accordance with Statement of Financial Accounting Standards No.
121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be disposed of". SFAS No. 121 requires
recognition of impairment of long-lived assets in the event the
net book value of such assets exceeds the future non-discounted
cash flows attributable to such assets.
7
<PAGE>
WORLDBID CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
---------------------------------------------------------------
Income Taxes
------------
The Company accounts for its income taxes in accordance with
Statement of Financial Accounting Standards No. 109, "Accounting
for Income Taxes". Under Statement 109, a liability method is
used whereby deferred tax assets and liabilities are determined
based on temporary differences between basis used for financial
reporting and income tax reporting purposes. Income taxes are
provided based on tax rates in effect at the time such temporary
differences are expected to reverse. A valuation allowance is
provided for certain deferred tax assets if it is more likely
than not, that the Company will not realize the tax assets
through future operations.
Fair Value of Financial Instruments
-----------------------------------
Financial accounting Standards Statement No. 107, "Disclosures
About Fair Value of Financial Instruments", requires the Company
to disclose, when reasonably attainable, the fair market values
of its assets and liabilities, which are deemed to be financial
instruments. The Company's financial instruments consist
primarily of cash and certain investments.
Earnings Per Share Information
------------------------------
The Company computes basic earnings per share information by
dividing the net loss for the period presented by the weighted
average number of shares outstanding during such period. Common
share equivalents are not included in this calculation if the
effect of their inclusion is anti-dilutive.
Advertising Expense
-------------------
The company recognizes advertising expenses when incurred in
accordance with SOP 93-7 "Reporting on Advertising Costs." As
such, the Company expenses the cost of producing advertisements
at the time the production occurs, and expenses the costs of
communicating advertising in the period in which the advertising
space or airtime is used.
Comprehensive Income
--------------------
Effective at inception, the Company adopted the provisions of
SFAS No. 130, "Reporting Comprehensive Income." SFAS No. 130
establishes standards for reporting comprehensive income and its
components in financial statements. Comprehensive income, as
defined, includes all changes in equity (net assets) during a
period from non-owner sources. At April 30, 2000 and 1999, the
Company did not have transactions that were required to be
reported in comprehensive income.
8
<Page<
WORLDBID CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
---------------------------------------------------------------
Recently Issued Accounting Pronouncements
-----------------------------------------
Recently issued accounting pronouncements will have no
significant impact on the Company and its reporting methods.
Capitalized Software
--------------------
Effective at inception, the Company has adopted the provisions of
SOP No. 98-1, "Software for Internal Use", issued by the
American Institute of Certified Public Accountants. Accordingly
the Company has capitalized computer software costs incurred
during the application development stage in accordance with this
standard. These capitalized costs consist primarily of direct
materials, services and payroll related costs associated with
coding, installation to hardware and testing of the Company's
software. Costs incurred subsequent to the Company's application
development stage to enhance, manage, monitor and operate the
Company's website are expensed as incurred.
NOTE 2 - ACQUISITION OF WORLDBID.COM
------------------------------------
On February 15, 1999 the Company acquired the web site
"worldbid.com" together with all software, tangible and
intellectual assets and rights associated with that site from
Databoat International Limited (Databoat). This web site, which
consists of software and registered rights, was accounted for as
an asset acquisition as are other software purchases and
development costs. The Company has issued to Databoat a total of
3,000,000 restricted shares of common stock (Databoat Shares-Fair
Market Value $30,000) pursuant to an acquisition agreement. The
Company has also entered into a consulting agreement with
Databoat's principal stockholder, Mr. Scott Wurtele and On-line
Design, a company controlled by him.
9
<PAGE>
WORLDBID CORPORATION AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 2 - ACQUISITION OF WORLDBID.COM - CONTINUED
------------------------------------------------
The Company and Databoat have agreed that the Databoat Shares
will be held in escrow for a period of four years on the terms
and conditions of an escrow agreement between the Company,
Databoat and Cane & Company, the attorneys for the company (the
"Escrow Agreement"). The Databoat shares will be released to
Databoat in accordance with the Escrow Agreement, commencing on
the date, which is one year from the date of closing on the
following schedule.
Anniversary of Closing Date Number of Shares
--------------------------- ----------------
February 15, 2000 300,000 (Released on Schedule)
February 15, 2001 700,000 shares
February 15, 2002 1,000,000 shares
February 15, 2003 1,000,000 shares
Subsequent to the acquisition of Worldbid.com, Databoat
International Limited changed its name to Global Internet
Holdings Ltd.
NOTE 3 - PROVISION FOR INCOME TAXES
-----------------------------------
The provision for income taxes for the year ended April 30, 2000
and for the period ended April 30, 1999 represents the minimum
state income tax expense of the Company, which is not considered
significant.
NOTE 4 - COMMITMENTS AND CONTINGENCIES
--------------------------------------
Operating Leases
----------------
The Company leases office space under a noncancelable-operating
lease. This operating lease terminates July 31, 2003. In
connection with the lease arrangement, the Company is obligated
to make rental payments of $1,280 per month with a scheduled
increase to $1,365 effective August 1, 2002.
Future annual minimum rental commitments are as follows:
Year
2000 $10,240
2001 $15,360
2002 $15,785
2003 $ 9,555
10
<PAGE>
WORLDBID CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 4 - COMMITMENTS AND CONTINGENCIES - CONTINUED
--------------------------------------------------
Management Consulting Agreement
-------------------------------
The Company has entered into a consulting agreement, with On-Line
Design, a British Columbia company owned 100% by Mr. Wurtele.
The Company has paid $5,000 per month for the contract term
expiring February 16, 2000. This obligation has increased to
$7,500 per month expiring February 16, 2001. In exchange for
these payments, On-Line Design provides management and continued
development of the Company's business.
Litigation
----------
The Company is not presently involved in any litigation.
NOTE 5 - RELATED PARTY TRANSACTIONS
-----------------------------------
The Company has entered into a consulting agreement (see
management consulting agreement), with On-line Design, a company
controlled by Mr. Scott Wurtele. Databoat, a major stockholder
of WBC, is also controlled by Mr. Scott Wurtele (see Acquisition
of Worldbid.Com).
NOTE 6 - STOCK OPTION SUMMARY
-----------------------------
The following table summarizes information about stock options
outstanding at April 30, 2000:
Options Outstanding at April 30, 2000
-------------------------------------
Exercise Number of Shares Remaining
Prices Outstanding Contractual Life
-------- ---------------- ----------------
Directors Plan $ 1.50 317,500 4 Years
Employees &
Consultants $ 1.50 285,000 4 Years
-------
602,500
=======
11
<PAGE>
WORLDBID CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 6 - STOCK OPTION SUMMARY - CONTINUED
-----------------------------------------
2000 Employee & Consultants Stock Option Plan
---------------------------------------------
On January 17, 2000, the Board of Directors and the Company
adopted the 2000 Stock Option Plan and reserved 285,000 shares of
Common Stock for issuance to the employees and consultants of the
Company. Each option will entitle the holder to purchase one
share of common stock of the Company at a price of $1.50 per
share for a four year term expiring on February 1, 2004, subject
to vesting at 25% per year.
2000 Directors Stock Option Plan
--------------------------------
On January 17, 2000, the Board of Directors and the Company
adopted the 2000 Directors Stock Option Plan and reserved 317,500
shares of Common Stock for issuance to the directors of the
Company. Each option will entitle the holder to purchase one
share of common stock of the Company at a price of $1.50 per
share for a four-year term expiring on February 1, 2004. All
options will vest upon execution of the option agreement.
NOTE 7 - SUBSEQUENT EVENTS
--------------------------
The Company has issued options to purchase an additional 312,500
shares to employees and consultants during the period May 1, 2000
to June 23, 2000. Each option is exercisable at a price of $1.50
per share for a four-year period. Of the 312,500 options,
100,000 will vest upon execution of the option agreement and
212,500 are subject to vesting at 25% per year.
The Company completed the sale of an additional 520,000 units
during the period from May 1, 2000 - June 23, 2000. Each unit
consists of one share of the Company's Common Stock, $0.001 par
value and one share purchase warrant. Each warrant is
exercisable for a period of two years at a price of $1.50 per
share during the first year following closing and at a price of
$1.75 during the second year following closing.
On June 26, 2000, the Company issued to each of the shareholders
of the Company a total of one additional share of the Company's
common stock for each outstanding share of the Company's common
stock held by each shareholder. Each share will be deemed to be
a validly issued, fully paid and non-assessable share of the
Company's common stock.
12
<PAGE>
SUPPLEMENTAL STATEMENT
<PAGE>
WORLDBID CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENT OF OPERATING EXPENSES
YEAR ENDED INCEPTION
APRIL 30 8/10/98 TO
Operating Expenses 2000 4/30/99
---------- ----------
Amortization $ 1,096 0
Audit Email Trade 12,500 0
Automobile 2,252 0
Bank Charges 1,260 0
Computer Maintenance 1,347 0
Depreciation 66,122 0
Directors Fees 14,750 0
Dues and Subscriptions 3,897 0
Graphic Design 73,975 0
Health Benefits 1,321 0
Insurance 411 0
Interest Expense 29 0
Internet Provider Fees 2,935 0
Licenses & Permits 299 0
Management Agreement 6,000 0
Market Research and Development 70,189 29,137
Marketing 410,128 0
News Feed 5,014 0
Office Administration 30,792 0
Office Expense 25,249 0
Office Supplies 4,669 796
Payroll 58,634 0
Postage and Delivery 4,714 348
Posting Bids 47,570 0
Professional Development 11,963 0
Professional Fees 122,154 32,332
Programming Efforts Expensed 44,470 4,024
Rent 27,440 0
Sales Commissions 11,090 0
Sales Expenses 1,665 0
Telephone 27,643 1,935
Trade Shows 6,744 0
Translation 18,146 0
Travel 62,774 0
Web Site Management 15,975 3,000
---------- ----------
Total Operating Expense $1,195,217 $ 71,572
========== ==========
See Notes to Consolidated Financial Statements
14
<PAGE>
PART III
ITEM 9. Directors, Executive Officers, Promoters and Control
Persons; Compliance with Section 16(a) of the Exchange
Act.
Directors and Officers
The following information sets forth the names of our officers
and directors, their present positions, and their biographical
information.
Name Age Office(s) Held
Scott Wurtele 54 Director and Chief
Executive Officer
Logan Anderson 45 Director and President
Howard Thomson 53 Director, Chief Financial
Officer, Secretary
and Treasurer
Paul Wagorn 31 Director and Chief
Operating Officer
Scott Wurtele is our chief executive officer and is one of our
directors. Mr. Wurtele was appointed as one of our directors on
September 10, 1999. Mr. Wurtele was appointed as our chief
operating officer on February 17, 2000. Mr. Wurtele is the
president and controlling shareholder of Global Internet
Holdings. Mr. Wurtele founded Global Internet Holdings in 1992
and has been employed as President of Global Internet Holdings
since 1992. Global Internet Holdings is a private company that
has developed an Internet boating book Worldbid web site. Mr.
Wurtele was responsible for the development of Global Internet
Holdings as an electronic commerce company. Specific goals
accomplished by Global Internet Holdings under the direction of
Mr. Wurtele include the production of a multi-media CD for
boating book publications and the establishment of the Global
Internet Holdings Worldbid web site. Prior to establishing
Global Internet Holdings in 1992, Mr. Wurtele was involved in
construction and project management for approximately 20 years.
Logan Anderson is our president and is one of our directors. Mr.
Anderson was appointed as a director and our president on August
10, 1998. Mr. Anderson is a graduate of Otago University, New
Zealand, with a Bachelor's Degree of Commerce in Accounting and
Economics (1977). He is an Associated Chartered Accountant (New
Zealand) and was employed by Coopers & Lybrand in New Zealand
(1977-1980) and Canada (1980-1982). From 1982 to 1992, Mr.
Anderson was Comptroller of Cohart Management Group, Inc., a
management service company which was responsible for the
management of a number of private and public companies. Mr.
Anderson has been Principal and President of Amteck Financial
Services Company, a financial consulting service company since
1993. Mr. Anderson has been an officer and director of a number
of private and public companies in the past 12 years, including
PLC Systems, Inc. and 3D-Systems Inc.
Howard Thomson is our secretary and treasurer and one of our
directors. Mr. Thomson was appointed a director and our secretary
and treasurer on February 12, 1999. Mr. Thomson was appointed as
our chief financial officer on February 17, 2000. Mr. Thomson was
employed from
23
<PAGE>
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 resided in London, England prior to joining the Bank
of Montreal and was employed by the National Westminster Bank in
England for 13 years. Mr. Thomson is also a director of
Skinvisible, Inc., a company which has developed and is marketing
an anti-bacterial skin care product and the whose common stock is
traded on the OTC Bulletin Board.
Paul Wagorn is our chief operating officer and is one of our
directors. Mr. Wagorn was appointed as a director and as 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.
Mr. Wagorn attended the University of Waterloo on scholarship for
3 years as a candidate for a Bachelor of Science in Computer
Engineering, with concurrent courses in Business Administration.
From 1987 to 1989, Paul 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 a computer firm (JD Micro Devices Inc.) as the
Corporate Sales Manager, where, under his leadership, sales rose
by a factor of 3. During this time, Mr. Wagorn also worked as a
Network Engineer and Software Engineer, co-developing the JD
Micro Devices' point-of-sale software, which is still in use
today.
Terms of Office
Our directors are appointed for one year terms to hold office
until the next annual general meeting of the holders of our
common stock, as provided by Article 330 of Chapter 78 "Private
Corporations" of the Nevada Revised Statutes, or until removed
from office in accordance with the our by-laws. Our officers are
appointed by our board of directors and hold office until removed
by our board of directors.
Section 16(a) Beneficial Ownership Reporting Compliance
The following persons have failed to file, on a timely basis, the
identified reports required by section 16(a) of the Exchange Act
during the most recent fiscal year.
-----------------------------------------------------------------
Number Transactions Known Failures
of Late Not Timely To File a
Reports Reported Required Form
Name and
Principal Position
-----------------------------------------------------------------
Logan Anderson,
Director President 2 0 None
Howard Thomson,
Director Chief 2 0 None
Financial Officer
Secretary and
Treasurer
Scott Wurtele,
Director Chief 2 0 None
Executive Officer
Paul Wagorn,
Director Chief 2 0 None
Operating Officer
-----------------------------------------------------------------
24
<PAGE>
ITEM 10. Executive Compensation
The following table sets forth certain information as to our
highest paid officers and directors for our fiscal year ended
April 30, 2000. No other compensation was paid to any such
officer or directors other than the cash compensation set forth
below. Compensation attributed to Scott Wurtele was paid to On-
Line Design. See Item 1 of this Annual Report entitled
"Description of Business - Employees".
Summary Compensation Table
Annual Compensation Long Term Compensation
------------------- ----------------------
Awards Payouts
------ -------
Other All
Annual Other
Com ($)Com
pen Restricted pen
Sa Stock Options/* LTIP sa
Name Title Year Salary Bonus tion Awarded SARs (#) payouts tion
---- ----- ---- ------ ----- ---- ------- -------- ------- -----
Logan Director 4/00 $8,000 $0 $0 0 300,000 0 0
Anderson President
Scott Director 4/00 $62,500 $0 $0 0 115,000 0 0
Wurtele C.E.O.
Howard C.F.O. 4/00 $9,750 $0 $0 0 150,000 0 0
Thomson Director
Secretary/
Treasurer
Paul Director 4/00 $40,000 $0 $0 0 150,000 0 0
Wagorn C.O.O.
Stock Option Grants
The following table sets forth information with respect to stock
options granted to each of our directors and officers during our
most recent fiscal year ended April 30, 2000 (as increased by the
stock dividend):
Number of % of Total
Securities Options
Underlying Granted to Exercise
Options Employees Price Expiration
Name Granted (per Share) Date
---------------- -------- ----------- ----------- ------------
Scott Wurtele 115,000 9.5% $0.75 Feb. 1, 2004
C.E.O. and
Director
Logan Anderson 300,000 24.9% $0.75 Feb. 1, 2004
President and
Director
Howard Thomson 150,000 12.5% $0.75 Feb. 1, 2004
C.F.O. and
Director
Secretary and
Treasurer
25
<PAGE>
Paul Wagorn 150,000 12.5% $0.75 Feb. 1, 2004
C.O.O. and
Director
Exercises of Stock Options
None of the options granted to any of our officers and directors
have been exercised.
Outstanding Stock Options
The following table shows the issued and outstanding stock
options held by our officers and directors, and by each person
known by us to beneficially own more than 5% of our common stock
as of June 30, 2000.
Name Exercise No. of Date of Vesting Expiry
Price Options Grant Date Date
----------- -------- ------- ------- ------- -------
Scott Wurtele $0.75 115,000 Feb. 1, Feb. 1, Feb. 1,
2000 2000 2004
Logan Anderson $0.75 300,000 Feb. 1, Feb. 1, Feb. 1,
2000 2000 2004
Howard Thomson $0.75 150,000 Feb. 1, Feb. 1, Feb. 1,
2000 2000 2004
Paul Wagorn $0.75 70,000 Feb. 17, Feb. 17, Feb. 1,
2000 2000 2004
Paul Wagorn $0.75 20,000 Feb. 1, Sept. 30, Feb. 1,
2000 2000 2004
Paul Wagorn $0.75 20,000 Feb. 1, May 1, Feb. 1,
2000 2001 2004
Paul Wagorn $0.75 20,000 Feb. 1, May 1, Feb. 1,
2000 2002 2004
Paul Wagorn $0.75 20,000 Feb. 1, May 1, Feb. 1,
2000 2003 2004
In addition, options have been granted pursuant to our stock
option plan to Wendy Wurtele to purchase a total of 60,000 shares
of our common stock and to Daniel Wurtele to purchase a total of
60,000 shares of our common stock. Wendy Wurtele is the spouse
of Scott Wurtele. Daniel Wurtele is the son of Scott Wurtele and
Wendy Wurtele. Each option is exercisable at a price of $0.75
per share for a four-year term from the date of grant. In
addition, each option is subject to vesting over a period of four
years from the respective date on which Wendy Wurtele or Daniel
Wurtele joined us as an employee or consultant. Wendy Wurtele
provides administration services to us on a full-time basis.
Daniel Wurtele provides computer programming and web site
development services to us on a full-time basis.
26
<PAGE>
ITEM 11. Security Ownership of Certain Beneficial Owners
and Management
The following table sets forth, as of July 15, 2000, the
beneficial ownership of our common stock by each of our officers
and directors, by each person known by us to beneficially own
more than 10% of our common stock outstanding and by our officers
and directors as a group. Except as otherwise indicated, all
shares are owned directly.
Number of
Title of Name and address shares of Percentage of
class of beneficial owner Common Stock Common Stock(1)
-------- ------------------- ------------ ---------------
Common Stock Global Internet 5,920,000(3) 40.8%
Holdings Limited(2)
Scott Wurtele, Director
And C.E.O.
1100-1175 Douglas Street
Victoria, British Columbia
Common Stock Logan Anderson 900,000 6.2%
Director, President
P.O. Box 1998G
Seven Mile Beach
Grand Cayman, BWI
Common Stock Howard Thomson 110,000 .76%
Director, Chief
Financial Officer,
Secretary
and Treasurer
1521 Purcell Drive,
Coquitlam, BC V3E 3B6
Common Stock Paul Wagorn 0 0.0%
Director, Chief
Operating Officer
Common Stock All Officers and 6,930,000 47.8%
Directors as a
Group (4 persons)
-------------------------------------------------------------------
(1) Based on 14,500,000 shares of Common Stock of the
Company issued and outstanding on July 15, 2000.
(2) Global Internet Holdings Ltd. (formerly Databoat
International Limited) is the owner of 5,920,000 shares of
the Company. Global Internet is a private company
controlled by Scott Wurtele. Scott Wurtele is the President
of Global Internet.
(3) Includes shares held by Global Internet Holdings, a
private company controlled by Scott Wurtele, a director of
the Company.
ITEM 12. Certain Relationships and Related Transactions.
Except as set forth below, none of the directors or officers of
the Company, nor any proposed nominee for election as a director
of the Company, nor any person who beneficially owns,
27
<PAGE>
directly or indirectly, shares carrying more than 10% of the
voting rights attached to all outstanding shares of the Company,
nor any promoter of the Company, nor any relative or spouse of
any of the foregoing persons has any material interest, direct or
indirect, in any transaction since the date of the Company's
incorporation or in any presently proposed transaction which,
in either case, has or will materially affect the Company.
We acquired the WorldBid web site from Global Internet Holdings
in consideration for the issue to Global Internet Holdings of a
total of 3,000,000 restricted shares of our common stock. See
Item 1. - Description of Business - Acquisition of WorldBid
Internet Business. Global Internet Holdings is a private company
controlled by Scott Wurtele, our chief executive officer and a
director. Mr. Wurtele is the sole director of Global Internet
Holdings and is the president of Global Internet Holdings. Mr.
Wurtele is the registered owner of 70.5% of the voting common
shares of Global Internet Holdings. Wendy Wurtele, the spouse of
Scott Wurtele, is the owner of 13.1% of the voting common shares
of Global Internet Holdings. Daniel Wurtele, the son of Scott
Wurtele and Wendy Wurtele, is the owner of 2.6% of the voting
common shares of Global Internet Holdings.
We have entered into a consulting agreement with Mr. Wurtele.
See Item 1. - Description of Business - Employees.
We have entered into an employment agreement with Logan Anderson,
our president and a director. See Item 1. - Description of
Business - Employees.
We have entered into an employment agreement with Howard Thomson,
our chief financial officer, secretary and treasurer and a
director. See Item 1. - Description of Business - Employees.
We have entered into an employment agreement with Paul Wagorn,
our chief operating officer and a director. See Item 1. -
Description of Business - Employees.
28
<PAGE>
ITEM 13. Exhibits, Financial Statement Schedules and Reports on
Form 8-K
Exhibits
Exhibit 2.1: Articles of Incorporation*
Exhibit 2.2: Certificate of Amendment of Articles of
Incorporation*
Exhibit 2.3: By-Laws of the Company*
Exhibit 3.1: Specimen Stock Certificate*
Exhibit 6.1: Acquisition Agreement between the Company,
Global Internet Holdings International Limited and
Scott Wurtele dated February 1, 1999*
Exhibit 6.2: Original Management Consulting Agreement
between the Company and On Line Design Ltd. dated
February 16, 1999*
Exhibit 6.3: Acquisition Amendment Agreement between the
Company, Global Internet Holdings International
Limited, On Line Design Ltd. and Scott Wurtele
dated September 10, 1999*
Exhibit 6.4: Employment Agreement between the Company and
Logan Anderson dated August 31, 1999*
Exhibit 6.5: Employment Agreement between the Company and
Howard Thomson dated August 31, 1999*
Exhibit 6.6: Amended Management Consulting Agreement
between the Company, On Line Design Ltd. and Scott
Wurtele dated September 10, 1999*
Exhibit 9.1: Escrow Agreement between the Company, Cane &
Company, LLC and Global Internet Holdings
International Limited dated February 16, 1999*
Exhibit 9.2: Amended Escrow Agreement between the Company,
Cane & Company, LLC and Global Internet Holdings
International Limited dated September 10, 1999*
Exhibit 23.1: Consent of Sarna & Company, Certified Public
Accountants
Exhibit 27.1: Financial Data Schedule
----------------
* Incorporated by reference from our registration statement on
Form 10-SB12G/A filed with the commission on November 30, 1999
(File No. 0-26729)
Financial Statements
See Part II, Item 7.
Reports on Form 8-K
None.
29
<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
WORLDBID CORPORATION
By: /s/ Logan Anderson
_________________________________
Logan Anderson, Director Date: 7-26-00
President
In accordance with the Securities Exchange Act, this report has
been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
By: /s/ Logan Anderson
_________________________________
Logan Anderson, Director Date: 7-26-00
President
By: /s/ Scott Wurtele
_________________________________
Scott Wurtele, Director Date: 7-26-00
Chief Executive Officer
By: /s/ Howard Thomson
_________________________________
Howard Thomson, Director Date: 7-26-00
Chief Financial Officer,
Secretary and Treasurer
By: /s/ Paul Wagorn
_________________________________
Paul Wagorn, Director Date: 7-26-00
Chief Operating Officer
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