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Bidbay Com Inc – ‘10QSB’ for 6/30/02

On: Wednesday, 8/14/02, at 6:25pm ET · For: 6/30/02 · Accession #: 1075793-2-337 · File #: 0-33331

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 8/14/02  Bidbay Com Inc                    10QSB       6/30/02    1:87K                                    Cane Oneill Taylor LLC

Quarterly Report — Small Business — Form 10-QSB
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10QSB       Quarterly Report -- Small Business                    36    164K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Changes in Securities and Use of Proceeds Default Upon Senior Securities Exhibits and Reports on Form 8-K Financial Statements Legal Proceedings Management's Discussion and Analysis or Plan of Operation Other Information Submission of Matters to A Vote of Security Holders
1	1st Page - Filing Submission
2	Item 1. Financial Statements
30	Item 2. Management's Discussion and Analysis or Plan of Operation
33	Item 1. Legal Proceedings
34	Item 2. Changes in Securities and Use of Proceeds
"	Item 3. Default Upon Senior Securities
"	Item 4. Submission of Matters to A Vote of Security Holders
"	Item 5. Other Information
"	Item 6. Exhibits and Reports on Form 8-K

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 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

 FORM 10-QSB

[X]     Quarterly  Report  pursuant  to  Section  13  or 15(d) of the Securities
Exchange  Act  of  1934                                         

For  the  quarterly  period  ended  June  30,  2002             

[  ]    Transition  Report  pursuant  to 13 or 15(d) of the Securities Exchange 
Act  of  1934                                                   

For  the  transition  period  from          to                  

Commission  File  Number:  000-33331                                            
---------                 

AUCTIONDINER.COM, INC.
----------------------
 (Exact name of Small Business Issuer as specified in its charter)

Nevada                                        95-4814876                        
------                                        ----------                        
(State  or  other  jurisdiction  of           (IRS  Employer                    
incorporation  )                              Identification  No.)              

7209  Foothill  Blvd.                                                           
Tujunga,  California                          91042                             
--------------------------                    -------                           
(Address of principal executive offices       (Zip  Code)                       

Issuer's  telephone  number,                                                    
including  area  code                        (818)  951-5755                  
                            ----------------

N/A: Unchanged since last report
--------------------------------
(Former  name, former address and former fiscal year,     
  if changed since last  report)

Check  whether  the issuer (1) filed all reports required to be filed by Section
13  or  15(d)  of  the  Securities  Exchange Act of 1934 during the preceding 12
months  (or  for  such  shorter period that the issuer was required to file such
reports),  and  (2) has been subject to such filing requirements for the past 90
days    [X  ]  Yes    [  ]  No                                                  

State the number of shares outstanding of each of the issuer's classes of common
equity,  as  of the latest practicable date:  51,051,103  shares of Common Stock
as  of  June  30,  2002.                                                        

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PART 1 - FINANCIAL INFORMATION

ITEM  1.     FINANCIAL  STATEMENTS                                              

The  accompanying  un-audited  financial  statements  have  been  prepared  in  
accordance  with  the instructions to Form 10-QSB and, therefore, do not include
all information and footnotes necessary for a complete presentation of financial
position,  results  of  operations,  cash  flows,  and  stockholders' deficit in
conformity  with  generally  accepted  accounting principles.  In the opinion of
management,  all adjustments considered necessary for a fair presentation of the
results  of  operations  and  financial position have been included and all such
adjustments  are  of  a  normal recurring nature.  Operating results for the six
months  ended  June  30, 2002 are not necessarily indicative of the results that
can  be  expected  for  the  year  ending  December  31,  2002.                 

2 

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AUCTIONDINER.COM, INC.
 (Formerly Bidbay.com, Inc.)

UNAUDITED CONDENSED FINANCIAL STATEMENTS

 JUNE 30, 2002

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AUCTIONDINER.COM, INC.
 (Formerly Bidbay.com, Inc.)

CONTENTS

                                                                          PAGE
                                                                         -------

-     Unaudited  Condensed  Balance  Sheets,                                    
        June  30,  2002  and  December  31,  2001                 F-2 to F-3

-     Unaudited  Condensed  Statements  of  Operations,                         
for  the  three  and  six  months  ended  June  30,  2002   
        and  2001                                                 F-4 to F-5

-     Unaudited  Condensed  Statements  of  Cash  Flows,                        
for  the  six  months  ended  June  30,  2002  and          
        2001                                                      F-6 to F-7

-     Notes  to  Unaudited  Condensed  Financial Statements        F-8 to F-26  

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                            AUCTIONDINER.COM,  INC.             
                         (Formerly  Bidbay.com,  Inc.)          

                       UNAUDITED CONDENSED BALANCE SHEETS       

                                     ASSETS                     

                                      June 30,     December 31, 
                                        2002           2001     
                                   --------------  -------------
                                                                

CURRENT ASSETS:                                                 
  Cash                             $       25,743  $      48,464
  Accounts receivable -                                         
  trade, net of $5,000 and                                      
   $52,485 allowance, respectively          6,265          7,376
  Employee receivable                       2,444          3,669
  Promotional inventory                         -          2,500
  Prepaid expenses                          5,000              -
                                   --------------  -------------
    Total Current Assets                   39,452         62,009
                                   --------------  -------------
PROPERTY AND EQUIPMENT, net               386,883        413,818

REGISTERED USER NAMES, net                 58,630      1,116,629

OTHER ASSETS                                  980            980
                                   --------------  -------------

                                   $      485,945  $   1,593,436
                                   ==============  =============

[Continued]   

F-2     

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                             AUCTIONDINER.COM,  INC.                          
                          (Formerly  Bidbay.com,  Inc.)                       

                   UNAUDITED CONDENSED BALANCE SHEETS [Continued]             

                   LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)             

                                                    June 30,      December 31,
                                                      2002            2001    
                                                ------------  --------------  
                                                                              
CURRENT LIABILITIES:                                                          
  Accounts payable                              $   106,115   $      57,691   
  Advances from related parties                   3,548,203       3,266,637   
  Investor deposits                                  58,000          58,000   
  Accrued expenses                                   48,487          56,511   
  Installment payable                                30,987          30,987   
                                                ------------  --------------  
    Total Current Liabilities                     3,791,792       3,469,826   
                                                ------------  --------------  

STOCK SUBJECT TO POTENTIAL                                                    
RESCISSION                                                                    
  10% convertible redeemable                                                  
  Preferred stock,                                                            
   $.001 par value,                                                           
   10,000,000 shares                                                          
   authorized,                                                                
   1,759,077 shares issued                                                    
   and outstanding                                4,397,693       4,397,693   
                                                ------------  --------------  

STOCKHOLDERS' EQUITY (DEFICIT):                                               
 10% convertible redeemable Preferred stock,                                  
   $.001 par value, 10,000,000                                                
   shares authorized,                                                         
   200,000 shares issued                                                      
   and outstanding                                      200             200   
 Common stock, $.001 par                                                      
  value, 100,000,000                                                          
  shares authorized, 51,051,103                                               
  shares issued                                                               
  and outstanding                                    51,051          51,051   
  Capital in excess of par value                  5,778,029       5,778,029   
  Accumulated deficit                           (13,532,820)    (12,103,363)  

                                                ------------  --------------  
        Total Stockholders' Equity (Deficit)     (7,703,540)     (6,274,083)  
                                                ------------  --------------  
                                                $   485,945   $   1,593,436   
                                                ============  ==============  

Note:  The  Balance  Sheet  as  of  December 31, 2001 was taken from the audited
financial  statements  at  that  date  and  condensed.                          

  The accompanying notes are an integral part of these unaudited condensed
 financial statements.

F-3     

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                         AUCTIONDINER.COM,  INC.                               
                     (Formerly  Bidbay.com,  Inc.)                             

               UNAUDITED CONDENSED STATEMENTS OF OPERATIONS                    

                    ---------------------------------------------------------- 
                    For  the  Three     For  the  Six                          
                    Months Ended        Months Ended                           
                      June 30,             June 30,                            
                    2002      2001     2002        2001                        
                    ---------------------------------------------------------- 
                                                                               
REVENUE             $   207,916   $    190,180   $    232,540   $      481,266 

COST OF GOODS SOLD       97,518              -         97,518                - 
                    ---------------------------------------------------------- 

GROSS PROFIT            110,398        190,180        135,022          481,266 
                    ---------------------------------------------------------- 

EXPENSES:                                                                      
  Advertising            69,036         32,807        139,841           63,139 
  General and                                                                  
  administrative        382,631        273,785        749,166          706,668 
  Payroll expenses      245,961        169,769        439,429          351,210 
  Amortization and                                                             
  depreciation           29,966        496,377         59,767          966,385 

  Bad debt            1,111,870        171,308      1,116,870          171,308 
                    ---------------------------------------------------------- 

    Total Expenses    1,844,464      1,144,046      2,505,073        2,258,710 
                    ---------------------------------------------------------- 

INCOME (LOSS)                                                                  
 FROM OPERATIONS     (1,734,066)      (953,866)    (2,370,051)      (1,777,444)
                    ---------------------------------------------------------- 

OTHER INCOME (EXPENSE)                                                         
  Interest expense         (422)          (644)        (1,447)            (884)
  Gain on sale of assets      -              -      2,000,000                - 
                    ---------------------------------------------------------- 

    Total Other                                                                
     Income (Expense)      (422)          (644)     1,998,553             (844)
                    ---------------------------------------------------------- 

INCOME (LOSS) BEFORE                                                           
  TAXES              (1,734,488)      (954,510)      (371,498)      (1,778,328)
                    ---------------------------------------------------------- 

CURRENT TAX EXPENSE           -              -              -                - 

DEFERRED TAX EXPENSE          -              -              -                - 
                    ---------------------------------------------------------- 
NET (LOSS) BEFORE CHANGE IN                                                    
  ACCOUNTING                                                                   
  PRINCIPLE          (1,734,488)      (954,510)      (371,498)      (1,778,328)
                    ---------------------------------------------------------- 
CHANGE IN ACCOUNTING                                                           
  PRINCIPLE:                                                                   
  SFAS No. 142                                                                 
  Impairment loss                                                              
  (net $0 in                                                                   
  income taxes)               -               -     (1,057,999)              - 
                    ---------------------------------------------------------- 

NET (LOSS)          $(1,734,488)  $    (954,510)$   (1,429,457)    $(1,778,328)
                    ---------------------------------------------------------- 


[Continued]   

F-4     

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                                    AUCTIONDINER.COM,  INC.                                     
                                 (Formerly  Bidbay.com,  Inc.)                                  

                    UNAUDITED CONDENSED STATEMENTS OF OPERATIONS [Continued]                    

                                             For  the  Three              For  the  Six         
                                               Months  Ended              Months  Ended         
                                                   June  30,                   June  30,        
                                           -----------------------------------------------------

                                               2002         2001          2002          2001    
                                           -----------------------------------------------------

                                                                                                
NET INCOME (LOSS)                                                                               
BEFORE DIVIDENDS                           $(1,734,488)  $ (954,510)  $(1,429,457)  $(1,778,328)
                                           -----------------------------------------------------

DIVIDENDS:                                                                                      
  Dividends declared and intrinsic                                                              
  value of the beneficial conversion                                                            
  feature of convertible preferred stock                                                        
  anagolous to a dividend                            -            -             -      (440,000)
                                           -----------------------------------------------------

NET INCOME (LOSS)                                                                               
  AVAILABLE TO                                                                                  
  COMMON SHAREHOLDERS                      $(1,734,488)  $ (954,510)  $(1,429,457)  $(2,218,328)
                                           -----------------------------------------------------

INCOME (LOSS) PER COMMON                                                                        
  SHARE:                                                                                        
  Income (loss) from continuing                                                                 
  Operations                               $      (.03)  $     (.02)  $      (.01)  $      (.03)
  Change in accounting principle                     -            -          (.02)            - 
  Dividends                                          -            -             -          (.01)
                                           -----------------------------------------------------

BASIC EARNINGS (LOSS)                                                                           
  PER COMMON SHARE                         $      (.03)  $     (.02)  $      (.03)  $      (.04)
                                           -----------------------------------------------------


  The accompanying notes are an integral part of these unaudited condensed
 financial statements.

F-5     

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                                     AUCTIONDINER.COM,  INC.                                 
                                  (Formerly  Bidbay.com,  Inc.)                              

                            UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS                     

                                                                          For  the  Six      
                                                                           Months  Ended     
                                                                             June  30,       
                                                                   ------------------------- 

                                                                         2002         2001   
                                                                   ------------------------- 

                                                                                             
Cash Flows from Operating Activities:                                                        
  Net income (loss)                                                $(1,429,457)  $(1,778,328)
  Adjustments to reconcile                                                                   
   net loss to net cash                                                                      
   used by operating activities:                                                             
    Depreciation and amortization                                       59,767       966,385 
    Non cash expense                                                         -        82,000 
    Gain on sale of asset                                           (2,000,000)            - 
    Non-cash revenue                                                         -      (300,000)
    Provision for bad debt                                           1,116,870       171,308 
    Change in accounting principle                                   1,057,999             - 
    Changes in assets and liabilities:                                                       
      Decrease in employee receivables                                   1,225         7,245 

      (Increase) in accounts receivable -trade                          (3,889)            - 
      (Increase) decrease in promotional inventory                       2,500          (934)
      (Increase) in related-party receivable                                 -        (3,956)
      (Increase) in prepaid expenses                                    (5,000)            - 
      Decrease in other current assets                                       -         2,075 
      Increase (decrease) in accounts payable                           48,424       (20,820)
      Increase (decrease) in accrued expenses                           26,976       (58,767)
      (Decrease) in deferred revenue                                         -      (117,500)
      (Decrease) in contingency payable                                (35,000)      (30,000)
      (Increase)in shareholder deposits                                      -        (5,000)
                                                                   ------------------------- 

      Net Cash (Used) by Operating                                                           
        Activities                                                  (1,159,585)   (1,086,292)
                                                                   ------------------------- 

Cash Flows from Investing Activities:                                                        
    Purchase of equipment                                              (32,833)     (108,012)
    Payments on Installment payable                                          -      (150,000)
    Proceeds from sale of asset                                        888,130             - 
                                                                   ------------------------- 

      Net Cash Provided (Used) by                                                            
        Investing Activities                                           855,297      (258,012)
                                                                   ------------------------- 

Cash Flows from Financing Activities:                                                        
  Proceeds from advances from related party                            281,566     1,259,347 
  Principal payments on notes payable                                        -        (1,038)
  Proceeds from preferred and                                                                
    common stock offering                                                    -       105,000 
  Payment of stock offering costs                                            -       (30,901)
                                                                   ------------------------- 

      Net Cash Provided by Financing                                                         
      Activities                                                       281,566     1,332,408 
                                                                   ------------------------- 

Net Increase (Decrease) in Cash                                        (22,721)      (11,896)

Cash at Beginning of Period                                             48,464        60,247 
                                                                   ------------------------- 

Cash at End of Period                                              $    25,743   $    48,351 
                                                                   ------------------------- 


 [Continued]

F-6     

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                           AUCTIONDINER.COM,  INC.              
                       (Formerly  Bidbay.com,  Inc.)            

                  UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS  

                                   [Continued]                  
                                                  For  the  six 
                                                  Months  Ended 
                                                     June  30,  
                                              ------------------

                                                   2002   2001  
                                              ------------------

                                                                
Supplemental Disclosures of                                     
  Cash Flow Information:                                        
  Cash paid during the period:                                  
    Interest                                  $ 1,447  $1,296   
    Income taxes                              $     -  $    -   

Supplemental  Schedule  of  Non-Cash  Investing  and  Financing  Activities:    

For  the  period  ended  June  30,  2002:                                       

The  Company  adopted the provisions of SFAS No.142 and accordingly, recorded an
impairment  of  $1,057,999  to  its  registered  users  database.               

In  February  2002, the Company recorded a $2,000,000 gain on sale of asset to a
related  party.  As  of  June 30, 2002, the Company has received $888,130 of the
$2,000,000  sale.  [See  Note 11].  The Company has estimated that the remaining
balance  of  $1,111,870  is  uncollectible  at June 30, 2002 and has written the
balance  off  to  bad  debt.                                                    

For  the  period  ended  June  30,  2001:                                       

The  Company  declared  a  dividend on new preferred stock at a rate of $.50 per
share  or  $27,500.                                                             

The  Company  issued  2,750  shares of common stock in lieu of cash dividends on
preferred  stock  valued  at  $27,500.                                          

The  Company  issued 8,200 shares of common stock for services valued at $82,000
or  $10.00  per  share.                                                         

The  Company  issued 13,000 shares of preferred stock and 1,300 shares of common
stock  for  $32,500 which was deposited into the account of an entity related to
the  president  of  the  Company.                                               

The  Company  received 250,000 registered users which increased registered users
and  decreased  stock  subscription  receivable.  [See  Note  8]                

The  Company  credited payable - related party with $2,500 of investor deposits.

The  Company  offset  $300,000  of installment payable with $300,000 of non cash
revenue.                                                                        

The  Company  issued  100,000 shares of common stock in settlement of a lawsuit,
for  a  total  of  $1,000,000,or  $10.00  per  share.                           

The  Company  issued  6,000  shares  of  common stock for the acquisition of two
websites  valued  at  $60,000,  or  $10.00  per  share.                         

The  Company  issued  5,500  shares  of common stock as an incentive on sales of
preferred  stock.                                                               

A  shareholder  exercise  the conversion feature of preferred stock by returning
8,000  shares  of  preferred  stock to the Company and the Company issuing 8,000
shares  of  common  stock.                                                      

  The accompanying notes are an integral part of these unaudited condensed
 financial statements.

F-7     

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AUCTIONDINER.COM, INC.
 (Formerly Bidbay.com, Inc.)

 NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE  1  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES                      

Organization  -  The Company was organized as Bidbay.com, Inc. under the laws of
the  State  of  California  on  December 21, 1999. On March 3, 2000, the Company
effected a change of domicile to Nevada.  In March 2002, the Company changed its
name  to  Auctiondiner.com,  Inc.                                               

The  Company is engaging in the business of developing and marketing an internet
auction  site.  The  Company  is  marketing regional stores which would focus on
auction  activity  within  a  specific region. The Company may also pursue other
internet  related  business.  In  February  2002,  the  Company  launched  its  
Multi-Level  Auction  ("MLA")  program.  [See  Note  16]                        

Reclassification  -  The financial statements for periods prior to June 30, 2002
have  been  reclassified  to conform to the headings and classifications used in
the  June  30,  2002  financial  statements                                     

Use  of  Estimates - The preparation of unaudited condensed financial statements
in conformity with generally accepted accounting principles in the United States
of America requires management to make estimates and assumptions that affect the
reported  amounts  of assets and liabilities and disclosure of contingent assets
and  liabilities at the date of the unaudited condensed financial statements and
the  reported revenues and expenses during the reporting period.  Actual results
could  differ  from  those  estimates.                                          

Property  and  Equipment  -  Property  and  equipment  are  stated  at  cost.   
Expenditures  for major renewals and betterments that extend the useful lives of
property  and  equipment  are  capitalized,  upon  being  placed  in  service.  
Expenditures  for  maintenance  and  repairs are charged to expense as incurred.
Depreciation  is  computed  for  financial statement purposes on a straight-line
basis  over  the estimated useful lives of the assets, which ranges from five to
seven  years.                                                                   

Intangible  Assets  -  Registered  user names database resulting from agreements
negotiated  by  management  are  recorded  at fair value of cash and total stock
issued.  Registered  user names database was previously amortized over 36 months
on  a  straight-line  basis.  According  to  the provisions of SFAS No. 121, the
Company recorded an impairment loss of $2,203,962 during the year ended December
31,  2001.  The  Company  adopted the provisions of SFAS No. 142 and accordingly
recorded  an  impairment loss of $1,057,999 during the six months ended June 30,
2002.  [See  Note  4]                                                           

Income  Taxes  -  The  Company  accounts  for  income  taxes  in accordance with
Statement  of  Financial  Accounting  Standards  No. 109, "Accounting for Income
Taxes."  This  statement requires an asset and liability approach for accounting
for  income  taxes.                                                             
[See  Note  13]                                                                 

Dividend Policy - The Company has not paid any dividends on common stock to date
and  does  not  anticipate  paying  dividends on common stock in the foreseeable
future.  The  Company  has  declared  and paid dividends on preferred stock [See
Note  9].                                                                       

F-8     

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AUCTIONDINER.COM, INC.
 (Formerly Bidbay.com, Inc.)

 NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE  1  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  [Continued]         

Revenue  Recognition  -  Online  transaction revenues are derived primarily from
placement  of  "banners"  on  the  Company's  website.  The Company also derives
revenue  from insertion of advertisers banners in the Company's weekly emails to
its  registered users. Revenue is recognized in the periods when the advertising
occurs.                                                                         

The Company charges users fees for auction listing on the Company's website. The
user  may  enhance their listing through category placements, fonts, and similar
graphics  for additional costs. Revenue is recognized at the time the auction is
listed  on  the  Company's  website.                                            

In  February  2002, the Company began its Multi Level Auction "MLA" program. The
Company  recognizes  revenues from MLA affiliates at the time the affiliate pays
their  monthly  fees.  [See  Note  16]                                          

Earnings  (Loss)  Per Share - The Company accounts for earnings (loss) per share
in  accordance  with  Statement of Financial Accounting Standards (SFAS) No. 128
"Earnings  Per  Share",  which  requires  the  Company to present basic earnings
(loss)  per  share  and  dilutive  earnings  (loss) per share when the effect is
dilutive.  [See  Note  14]                                                      

Cash  and  Cash  Equivalents  - For purposes of the statement of cash flows, the
Company  considers  all highly liquid debt investments purchased with a maturity
of  six  months  or  less  to  be  cash  equivalents.                           

Advertising  - The Company recognizes advertising expense in accordance with SOP
93-7  "Reporting on Advertising Costs."  As such, the Company expenses the costs
of producing advertisements at the time production occurs, and expenses the cost
of  communicating  advertising  in  the period in which the advertising space is
used. For the six months ended June 30, 2002 and 2001 advertising costs amounted
to  $139,841  and  $63,139,  respectively.                                      

Website Costs - The Company has adopted the provisions of EITF 00-2, "Accounting
for  Web  Site  Development  Costs."  Costs  incurred in the planning stage of a
website  are  expensed  as  research and development while costs incurred in the
development  stage are capitalized and amortized over the life of the asset. The
Company  capitalized $14,663 and $98,283 in websites, website software, etc. for
the  six  months  ended  June  30,  2002  and  2001,  respectively.             

Internet  Advertising - The Company's policy is to recognize revenue and expense
at  fair  value from an advertising barter transaction only if the fair value of
the  advertising  surrendered  in  the  transaction is determinable based on the
Company's historical practice of receiving cash, marketable securities, or other
consideration  that is readily convertible to a known amount of cash for similar
advertising  from  buyers  unrelated  to  the  Company. If the fair value of the
advertising  surrendered  in  the  barter  transaction  is not determinable, the
barter  transaction  is recorded based on the carrying amount of the advertising
surrendered,  which  is  likely  to  be  zero.                                  

F-9     

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AUCTIONDINER.COM, INC.
 (Formerly Bidbay.com, Inc.)

 NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE  1  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  [Continued]         

Stock Based Compensation - The Company accounts for its stock based compensation
in  accordance  with Statement of Financial Accounting Standard 123  "Accounting
for  Stock-Based  Compensation". This statement establishes an accounting method
based  on  the  fair  value  of  equity  instruments  awarded  to  employees  as
compensation.  However,  companies  are  permitted to continue applying previous
accounting  standards  in the determination of net income with disclosure in the
notes to the financial statements of the differences between previous accounting
measurements  and  those  formulated by the new accounting standard. The Company
has  adopted  the  disclosure  only provisions of SFAS No. 123, accordingly, the
Company has elected to determine net income using previous accounting standards.
Stock  issued to non-employees is valued based on the fair value of the services
received  or the fair value of the stock given up. For the six months ended June
30,  2002  and  2001,  the Company issued common stock valued at $0 and $82,000,
respectively  as  compensation.  The  stock  was  later  returned and cancelled.

Recently  Enacted  Accounting  Standards  -  Statement  of  Financial Accounting
Standards ("SFAS") No. 141, "Business Combinations", SFAS No. 142, "Goodwill and
Other  Intangible  Assets",  SFAS  No.  143,  "Accounting  for  Asset Retirement
Obligations",  SFAS  No.  144,  "Accounting  for  the  Impairment or Disposal of
Long-Lived  Assets", and SFAS No. 145, "Rescission of FASB Statements No. 4, 44,

and  64,  Amendment  of  FASB Statement No. 13, and Technical Corrections", were
recently  issued.  SFAS  No. 141, 143, 144 and 145 have no current applicability
to  the  Company or their effect on the financial statements would not have been
significant.  SFAS No. 142 has been adopted by the Company in January 2002. [See
Note  4]                                                                        

Condensed Financial Statements - The accompanying financial statements have been
prepared  by  the  Company  without  audit.  In  the  opinion of management, all
adjustments  (which  include  only  normal  recurring  adjustments) necessary to
present  fairly  the financial position, results of operations and cash flows at
June  30,  2002  and  2001  and  for  the  periods  then  ended  have been made.

Certain  information  and  footnote  disclosures  normally included in financial
statements  prepared in accordance with generally accepted accounting principles
in the United States of America have been condensed or omitted.  It is suggested
that  these  condensed  financial  statements  be  read  in conjunction with the
financial  statements  and  notes thereto included in the Company's December 31,
2001  audited  financial  statements.  The results of operations for the periods
ended  June  30,  2002  and 2001 are not necessarily indicative of the operating
results  for  the  full  year.                                                  

NOTE  2  -  GOING  CONCERN                                                      

The  accompanying unaudited condensed financial statements have been prepared in
conformity with generally accepted accounting principles in the United States of
America,  which  contemplate  continuation  of  the  Company as a going concern.
However,  the  Company  has incurred losses since its inception, and has not yet
been  successful in establishing profitable operations. Further, the Company has
current  liabilities  in  excess  of  current  assets.  These  factors  raise   
substantial  doubt  about  the  ability  of  the  Company to continue as a going
concern.  In  this  regard,  management is continuing to promote and improve its
website  and  believes  it  can  increase  its  revenues  through  operations.  
Management further proposes to raise any necessary additional funds not provided
by  operations  through  loans.  There  is no assurance that the Company will be
successful  in raising additional capital or in achieving profitable operations.
The  financial  statements do not include any adjustments that might result from
the  outcome  of  these  uncertainties.                                         

F-10      

10QSB 14th Page of 36 TOC 1st Previous Next ↓Bottom Just 14th
AUCTIONDINER.COM, INC.
 (Formerly Bidbay.com, Inc.)

 NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE  3  -  PROPERTY  AND  EQUIPMENT                                            

The following is a summary of property and equipment - at cost, less accumulated
depreciation  as  of:                                                           

                                                                [Download Table]


                                      June  30,   December  31,
                                        2002         2001      
                                   ----------------------------

                                                               
Office and computer equipment        $387,990     $369,820     
  Leasehold improvements                46,938      46,938     
  Other equipment                        1,613       1,613     
  Website software                      19,000      19,000     
  Websites                              77,590      77,590     
  Various software                      19,672       5,010     
                                   ----------------------------

                                       552,803     519,971     
  Less:  accumulated depreciation     (165,920)   (106,153)    
                                   ----------------------------

                                   $   386,883   $ 413,818     
                                   ============================


Depreciation expense for the six months ended June 30, 2002 and 2001 amounted to
$59,767  and  $31,229,  respectively.                                           

NOTE  4  -  INTANGIBLE  ASSETS                                                  

Intangible  assets  consist  of an electronic database of registered users which
has  been  purchased.  The  Company  entered into various agreements with Speedy
Click  [AKA Network Commerce, Inc.] to purchase a total of 11,000,000 registered
users  at  the  rate  of  $1.00 each for a total of $11,000,000. The Company has
capitalized  the  costs  associated with purchasing the registered users and had
estimated  their  useful life to be 36 months.  As of June 30, 2002 and December
31,  2001,  Speedy  Click had delivered an estimated 5,695,471 registered users.

During  the year ended December 31, 2001 the Company recorded an impairment loss
of $2,203,962 according to the provisions of SFAS No. 121. The Company estimated
that as of December 31, 2001, 1,675,112 registered users were actively receiving
email  newsletters  from  the  Company.  During  2002,  in  accordance  with the
Company's application of SFAS No. 142, the Company has classified its registered
users  as  indefinite-life  intangible  assets.  The  Company has no goodwill or
definite-life  intangible  assets.  The  following is a summary of the Company's
indefinite-life  intangible  assets  as  of:                                    

                                                                [Download Table]


                                   June 30,     December 31, 
                                     2002            2001    
                                 ----------------------------
                                                             
Registered users                 $ 5,695,471   $   5,695,471 
Less:  accumulated amortization   (2,374,880)     (2,374,880)
Less: impairment -SFAS 121        (2,203,962)     (2,203,962)
Less: impairment -SFAS 142        (1,057,999)              - 
                                 ----------------------------
                                 $    58,630   $   1,116,629 
                                 ----------------------------

F-11      

10QSB 15th Page of 36 TOC 1st Previous Next ↓Bottom Just 15th
AUCTIONDINER.COM, INC.
 (Formerly Bidbay.com, Inc.)

 NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE  4  -  INTANGIBLE  ASSETS  (Continued)                                     

Impairment  - In accordance with SFAS No. 142, the Company completed its initial
test  of the Company's intangible assets for impairment during the first quarter
of  the 2002 fiscal year.  The Company used the discounted cash flows method and
prices  of  similar  assets  to  test  its  intangible assets for impairment and
determined  that  the  Company's  database  of  registered  users were impaired.
Accordingly,  the  Company  recognized  a  $1,057,999 impairment loss during the
first  quarter  of  2002.  This impairment loss from application of SFAS No. 142
has  been  accounted for as a change in accounting principle and is shown on the
statements  of  operations  as  an  SFAS  No.  142  impairment  loss.           

Previous  to  full application of SFAS No. 142 on January 1, 2002, the Company's
registered  users  were  being  amortized  on  a  straight-line  basis  over the
estimated  useful  life of three years, in accordance with Accounting Principles
Board  Opinion  No.  17,  "Intangible  Assets".                                 

Amortization expense for the six months ended June 30, 2002 and 2001 amounted to
$0  and  $935,156,  respectively. The Company does not estimate any amortization
expense  for  the  next  two  years.                                            

If  SFAS  No.  142  had  been  applied  in all periods presented, the net income
exclusion  of  amortization  would  have  been  the  following:                 

                                For  the  Six  Months  Ended
                               June  30,
                                ----------------------------------------
                                  2002                  2001
                                ------------------    ------------------
Net  income  (loss) as reported     $     (1,429,457)     $     (1,778,328)     

Add  amortization  of  assets  no                                               
longer  being  amortized                           -               935,156      
                                ------------------    ------------------

Adjusted  net  income  (loss)       $     (1,429,457)     $       (843,172)     
                                ==================    ==================

Net  income  (loss)  as  reported                                               
per  common  share                  $           (.03)     $           (.03)     

Add  amortization  of  assets  no                                     
longer  being  amortized  per                                     
 common  share                               -                   .02
                                ------------------    ------------------
Adjusted  net  income  (loss)  per                                    
  common  share                $           (.01)     $           (.01)
                                ==================    ==================

F-12      

10QSB 16th Page of 36 TOC 1st Previous Next ↓Bottom Just 16th
AUCTIONDINER.COM, INC.
 (Formerly Bidbay.com, Inc.)

 NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE  5  -  RECEIVABLE  /  PAYABLE  -  RELATED  PARTIES                         

Payable  to related parties - An officer/director/significant shareholder of the
Company  and an entity related to him, has made various advances to and from the
Company.  At  June  30,  2002 and December 31, 2001 the net amount advanced from
the  related  party  and the other related entity was $2,878,723 and $2,637,157,
respectively.  The  balance  is  non-interest bearing and payable on demand. The
Company  also  owed  the  officer  unpaid  compensation  of $120,000 and $80,000
through  June  30,  2002  and  December  31,  2001,  respectively. [See Note 13]

During  the  year  ended  December  31,  2001,  the Company received net advance
payments  of  $549,480  from  two  companies related through common control. The
Company  had  entered  into  agreements  with each company, BidbayEurope.com and
BidbayAustralia.com,  for  consulting services to be provided by the Company for
business  and  Website  development  for  each  company. The agreements were for
$1,000,000 of services, for each company over an unspecified period, for a total
of  $2,000,000  [See  Note  13].  At  June  30,  2002,  the  balance remained at
$549,480.                                                                       

The total of the above payables to related parties at June 30, 2002 and December
31,  2001  was  $3,548,203  and  $3,266,637,  respectively.                     

Related-party  receivable  - The Company entered into two agreements with Donald
Dayer,  a  significant shareholder, relating to the development of the Company's
business  and  the private placement of preferred stock.  The shareholder was to
receive a commission equal to 25% of funds raised through a Regulation D private
placement.  The  shareholder  was also to receive 29% from every dollar that was
generated  into  the  Company,  whether  it be in the form of revenue or capital
investment  up  to  a maximum of $1,500,000 [See Note 12]. At December 31, 2001,
Mr. Dayer had earned $1,046,669 in commissions and $1,214,136 under the business
development  agreement. At December 31, 2001, Mr. Dayer had received $171,308 in
excess  of  the  amount  owed  him. During the year ended December 31, 2001, the
Company  wrote  off  the balance due from Mr. Dayer as bad debt expense. In June
2001,  the  Company  began  legal  action  against  Mr.  Dayer  [See  Note  12].

Related-party  receivable  -  In  January  2002,  the  Company  entered  into an
agreement  with a director/shareholder and former officer of the Company wherein
the  Company  sold its search engine known as "ASKGT.COM" to the former officer.
The  agreement  was for $2,000,000 to be paid in weekly installments of $50,000.
As  of June 30, 2002 the Company has received $888,130 of the agreed amount. The
Company  is  currently in a dispute with the former officer [See Note 12] and as
of  June  30,  2002,  management estimates that the balance of the receivable is
uncollectible  and accordingly, has written off the balance of $1,111,870 as bad
debt.  The  $2,000,000 has been reflected as "Gain on sale of asset" on the face
of  the  statements  of  operations.                                            

F-13      

10QSB 17th Page of 36 TOC 1st Previous Next ↓Bottom Just 17th
AUCTIONDINER.COM, INC.
 (Formerly Bidbay.com, Inc.)

 NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE  6  -  INSTALLMENT  PAYABLE                                                

The  Company  entered  into  several  agreements  with Speedy Click (aka Network
Commerce,  Inc.),  wherein Speedy Click was to provide a total of eleven million
registered  users  at  $1.00  each  for  a  total purchase price of $11,000,000.
Payment  was  to  be  paid  in  the  form  of $1,000,000 cash, 200,000 shares of
preferred  stock  with  an  agreed  upon  value of $5.00 per share and 1,800,000

shares  of  common stock valued at $5.00 per share. The terms were later amended
to  include  a  bonus  of  4,000,000  additional registered users and credits of
$400,000  for  advertising  featuring Speedy Click in the Company's weekly email
advertisement.                                                                  

As  of  December 31, 2001, the Company paid $1,000,000 of this liability through
issuance  of 200,000 shares of preferred stock to Speedy Click at $5.00 a share.
The  Company paid $9,000,000 of this liability through the issuance of 1,800,000
shares  of common stock to Speedy Click at $5.00 per share. The Company has also
paid  cash  of  $569,013 and received an offsetting credit of $400,000 against a
separate  receivable  due from Speedy Click [See Advertising Agreement described
later]. The balance due Speedy Click is $30,987 as of June 30, 2002 and December
31,  2001.                                                                      

In  June  2001,  the  Company  began  negotiating  for  the return of common and
preferred  stock  from  Speedy  Click  as the Company still had not received the
balance  of  the  names  purchased.  In  November  2001,  the  Company cancelled
1,358,847  shares  of  common  stock  previously  issued  to Speedy Click due to
non-performance  and  non-consideration  by Speedy Click. The Company offset the
cancelled  stock  against  the  stock  subscription  receivable  the  Company   
established upon original issuance of the common stock. The Company has issued a
net  441,153  shares  of  common  stock  to Speedy Click as of December 31, 2001
related  to  the  5,695,471  of  the 15,000,000 registered users delivered as of
December  31,  2001.  The  Company  had established a subscription receivable of
$5,304,529  for  the balance of the 15,000,000 registered users to be delivered.
The  Company  offset  the  subscription  receivable  account  when  the  Company
cancelled  the  1,358,847  shares  of  common  stock  in  November  2001.       

Advertisement  Agreement  -  In  November  2000,  the Company entered into eight
monthly  agreements  with  Speedy  Click wherein the Company will feature Speedy
Click  in  its  weekly  newsletter  to  the  Company's  registered  users.  Each
agreement  was  for  $50,000  per  month or a total of $400,000. The Company and
Speedy  Click  agreed  to  offset  the amount receivable under the advertisement
agreement  with  amounts  payable  under  the  registered users agreement. As of
December  31, 2001, $400,000 has been recorded as revenue and offset against the
installment  payable liability. For the six months ended June 30, 2002 and 2001,
the  Company  recognized  revenue  of  $0  and  $300,000,  respectively.        

F-14      

10QSB 18th Page of 36 TOC 1st Previous Next ↓Bottom Just 18th
AUCTIONDINER.COM, INC.
 (Formerly Bidbay.com, Inc.)

 NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE  7  -  INVESTOR  DEPOSITS                                                  

During  the  year  ended  December  31, 2000, the Company received proceeds from
several  non-accredited  investors. The total number of non-accredited investors
exceeded  limitations of no more than thirty five non-accredited investors for a
506 regulation D offering. The non-accredited investors which exceeded the limit
of thirty five were given the option of accepting a refund of their investments,
purchasing  common  stock from the personal holdings of the Company's President,
purchasing  common  stock  from the personal holdings of a Company controlled by
the  Company's  President,  or  providing  documentation that the non-accredited
investor  is  really  an  accredited  investor.  The  Company  has  recorded the
proceeds  from  the  non-accredited  investors which had not been refunded as of
June 30, 2002 and December 31, 2001 as a current liability which is reflected as
"Investor  Deposits"  on  the  face  of  the balance sheet. At June 30, 2002 and
December  31,  2001,  the Company held funds in the amount of $58,000 from these
non-accredited  investors.                                                      

NOTE  8  -  DEFERRED  REVENUE                                                   

Speedy  Click  (AKA  Network  Commerce,  Inc.)  paid $120,000 for twelve monthly
banner advertising campaigns and for the use of an online store in the Company's
website  shops.  The  agreement  commenced  July 12, 2000. At December 31, 2000,
$65,000 of this amount was recorded as a deferred revenue item. The Company also
received  $57,500  from Switchboard.com during December 2000 for advertising and
promotion  to  begin January 2001.  These amounts comprised the deferred revenue
of  $122,500  at  December  31,  2000.  During the year ended December 31, 2001,
$65,000  was  recognized  as  revenue  related  to  the  Speedy Click agreement.
The  $57,500  from  the  Switchboard.com  agreement was recognized as revenue in
January  2001.  At December 31, 2001, the total deferred revenue was $0. For the
six  months  ended  June  30, 2002 and 2001, the Company recognized revenue from
these  sources  of  $0  and  $117,500,  respectively.                           

NOTE  9  -  CAPITAL  STOCK                                                      

Preferred  Stock  - The Company authorized 10,000,000 shares of preferred stock,
$.001  par value with such rights, preferences and designations and to be issued
in  such  series  as  determined  by  the  Board  of  Directors.                

Convertible  Redeemable  Preferred  Stock - The Company has designated shares of
10%  convertible  redeemable non-cumulative non-compounding preferred stock at a
purchase  price  of  $2.50  per  share.  The  holders of the preferred stock are
entitled  to  annual dividends once declared and approved by the Company's Board
of  Directors.  The  dividend  is  25  cents per share per annum.  Each share of
preferred  stock is convertible into one share of common stock.  The Company has
the  right  to  cause  a  partial  or  complete  redemption  of  the  shares.   

Proposed  Public  Stock  Offering  - The Company was making a public offering of
6,000,000  shares  of  its  previously  authorized but unissued common stock and
234,000  issued  and  outstanding shares owned by officers, directors, employees
and  a  consultant  of  the  Company.  This  offering  was  registered  with the
Securities  and  Exchange  Commission on Form SB-2. An offering price of $10 per
share  had  been  arbitrarily  determined  by the Company. During the six months
ended  June 30, 2002, the Company withdrew it registration statement and did not
sell  any  shares  pursuant  to  the  registration  statement.                  

F-15      

10QSB 19th Page of 36 TOC 1st Previous Next ↓Bottom Just 19th
AUCTIONDINER.COM, INC.
 (Formerly Bidbay.com, Inc.)

 NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE  9  -  CAPITAL  STOCK  [Continued]                                         

The  Company  has the option to redeem all or any portion of the preferred stock
after  June  15,  2000  by  paying  cash or shares of common stock of a publicly
traded  company  having  a  market  value equal to 110% of the original purchase
price of the shares plus a non-cumulative non-compounded dividend at the rate of
10%  per  annum.  The  redemption  price  may be paid depending on the preferred
stockholder,  in  cash,  in  shares  of  the  common  stock of a publicly traded
company,  or  in  any  combination  of  both  cash and stock. For the purpose of
determining the number of shares of common stock to be issued in a redemption of
the  preferred  stock,  the  following  formula  applies: If the common stock is
immediately  tradable  on  the date of the redemption, then the number of shares
will be calculated based on the average last sale price of the stock on the five
(5)  trading  days  immediately  preceding  the  date  of the declaration of the
redemption.                                                                     

If  the common stock is restricted pursuant of Rule 144 of the Securities Act of
1933,  as  amended, with any holding period remaining, then the number of shares
will  be  calculated based on 90% of the average last sale price of the stock on
the  five  (5) trading days immediately preceding the date of the declaration of
the  redemption.  The  redemption  right  relates to all shares, as adjusted for
stock  splits,  stock  dividends  and  similar  events.                         

The  preferred  stockholders  may convert each share of preferred stock into one
share of common stock at any time after the shares are issued.  The Company does
not  have  the  right  to  require a conversion of the preferred stock to common
stock.                                                                          

Each  share  of  the  preferred  stock  has  one  vote to the same extent as the
outstanding  common  stock.  The  common stock into which the preferred stock is
convertible has the same voting right as the currently outstanding common stock.

During  the  year  ended  December 31, 2001, the Company issued 42,000 shares of
preferred  stock  and  4,200  shares  of common stock and received approximately
$137,500.  The  Company  also reclassified $22,500 of deposits by non-accredited
shareholders  who  had previously been classified as investor deposits.  The net
proceeds  through  June 30, 2002 and December 31, 2001 for the sale of preferred
stock  and  .1  shares  of  common  stock  is  approximately  $4,397,693.       

Preferred  Stock Subject to Rescission - As discussed in Note 14, various states
where  the Company sold preferred stock, could potentially bring claims and make
allegations  against  the  Company  [See  Note  12].                            

In  the  event  these  claims  are successfully brought against the Company, the
Company  may  be required to offer a rescission of the stock purchase to all the
purchasers  who  qualify  under  the  claims.  Accordingly,  the  Company  has  
reclassified $4,397,693 in proceeds from stockholder's equity to preferred stock
subject  to  rescission  to  reflect  this  possibility.                        

During  the  year  ended  December  31,  2001,  the  Company refunded $5,000 for
preferred  stock  subject  to rescission pursuant to a settlement agreement with
the  Common  wealth  of  Pennsylvania.  [See  Note  12]                         

Dividends - As of December 31, 2001, the Company had declared a $.25 dividend on
1,933,077  shares of preferred stock for a total of $483,269. As of December 31,
2001,  the  Company paid $7,357 in cash and issued 95,183 shares of common stock
to  pay  $475,912  of  the  dividends  declared,  or  $5.00  per  share.        

F-16      

10QSB 20th Page of 36 TOC 1st Previous Next ↓Bottom Just 20th
  AUCTIONDINER.COM, INC.
 (Formerly Bidbay.com, Inc.)

 NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE  9  -  CAPITAL  STOCK  (Continued)                                         

Common  Stock  -  The company has authorized 100,000,000 shares of common stock,
$.001  par value.  At June 30, 2002, the Company had 51,051,103 shares of common
stock  issued  and  outstanding.                                                

NOTE  10  -  STOCK  OPTIONS                                                     

Stock  Option  Plan  -  In October 2000, the Company adopted a Stock Option Plan
which  provides  for  the  granting  of  stock  options  intended  to qualify as
"incentive stock options" and "nonqualified stock options" within the meaning of
Section  422 of the United States Internal Revenue Code of 1986. Under the Plan,
stock  options  may  be  issued  to  any  officer,  director,  key employees, or
consultants.                                                                    

At  December  31,  2000, the Company had options outstanding to purchase 254,000
shares  of  common  stock  at  a price of $5.00 per share. During the year ended
December  31,  2001, the Company cancelled options to purchase 173,500 shares of
common  stock.  No  options  were  forfeited  or exercised during the year ended
December  31, 2001. During the year ended December 31, 2001, the Company granted
options  to  purchase  1,500  shares  of  common  stock  at  $10.00  per  share.

A  summary  of the status of the options granted under the stock option plan and
other  agreements at June 30, 2002, and changes during the six months then ended
are  presented  in  the  table  below:                                          

                                           Weighted  Average
                          Shares         Exercise  Price
                     ____________     ____________
Outstanding  at  beginning                                            
of  period                        173,500          $ 5.04           
Granted                                  -               -            
Exercised                                -               -            
Forfeited                                -               -            
Expired                                  -               -            
                     ____________     ____________
Outstanding at end of period       173,500        $   5.04            
                     ____________     ____________
Exercisable at end of period        34,400       $   5.00             
                     ____________     ____________
Weighted  average  fair  value                                        
of  options  granted                    -     $     -               
                     ____________     ____________

The  Company accounts for the fair value of equity securities in accordance with
FAS  123  for  equity  securities  issued  to  employees. For non-employees, the
Company  accounts for the fair value of equity securities in accordance with APB
25.                                                                             

F-17      

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AUCTIONDINER.COM, INC.
 (Formerly Bidbay.com, Inc.)

 NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE  10  -  STOCK  OPTIONS  (Continued)                                        

                                                        [Enlarge/Download Table]


                              Options  Outstanding            Options  Exercisable           
                  ---------------------------------------------------------------------------
                  Weighted-      Weighted-       Weighted-                                   
                  Average        Average         Average                                     
Range of          Number         Remaining       Exercise          Number       Exercise     
Exercise Prices  Outstanding  Contractual Life   Price             Exercisable  Price        
_____________     __________    ______________   _______________   __________   _____________
                                                                                             
$  5.00              172,000        3.75 years   $        5.00         34,400    $     5.00  
$ 10.00                1,500        4.50 years   $       10.00              -    $        -  
_____________     __________    ______________   _______________   __________   _____________
                     173,500                                           34,400                


Stock  Options  -  During  the  period  presented  in the accompanying financial
statements, the Company has not granted options under the 2000 Stock Option Plan
(the  Plan),  executive,  and  other  agreements.  The  Company  has adopted the
disclosure-only  provisions  of  Statement of Financial Accounting Standards No.
123.  "Accounting  for  Stock-Based  Compensation." Accordingly, no compensation
cost  has  been  recognized  for  the  stock  option  plan  or other agreements.

NOTE  11  -  RELATED  PARTY  TRANSACTIONS                                       

Leases  -  The  Company  is  renting  property on a month to month basis from an
officer of the Company or an entity related to him.  The following describes the
underlying  leases  on  the  properties  held  by  the  related  parties:       

The  Company  is  making  payments related to a lease agreement which has George
Tannous  and  Affiliates  (GTA),  a  related  party,  as  the leasee.  The lease
agreement is for office space located at three locations in Tujunga, California.
The  lease agreement is for five (5) years beginning on April 1, 1999 and ending
March  31,  2004.  Monthly  payments  are scheduled for  $2,200 for the first 24
months  and  monthly payments of $2,400 for the remaining 36 months. The Company
had  expensed $21,600 for the year ended December 31, 2001. In October 2001, the
related  party  amended the agreement to add warehouse space, parking space, and
additional  office space. The terms of the amendment are for 42 monthly payments
of  $3,180,  ending on March 31, 2005. The Company has a deposit of $980 related
to  this  agreement.  During  the  six  months ended June 30, 2002 and 2001, the
Company  expensed  $19,080  and  $14,400,  respectively.                        

The  Company  is  leasing  office  space located in Tujunga, California which is
owned  by  an officer/shareholder. The Company is paying $1,300 per month and is
on  a  month to month arrangement. During the six months ended June 30, 2002 the
Company  expensed  $7,800  related  to  this  agreement.                        

The  Company is leasing two public storage spaces on a month to month basis. The
Company is making payments of $79 and $130 per month for a total of $209 monthly
for  use  of these storage spaces. During the six months ended June 30, 2002 and
2001,  the  Company  expensed  $1,219  and  $0,  respectively.                  

F-18      

10QSB 22nd Page of 36 TOC 1st Previous Next ↓Bottom Just 22nd
AUCTIONDINER.COM, INC.
 (Formerly Bidbay.com, Inc.)

 NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE  11  -  RELATED  PARTY  TRANSACTIONS  [Continued]                          

Related  Party  Payable  -  At  December  31,  2000,  the  Company  owed  an    
officer/shareholder  of  the  Company  and  a  company  controlled  by  the same
officer/shareholder  $394,475.  During  the  year  ended  December 31, 2001, the
Company  reduced this liability by transferring $45,045 of promotional inventory
and  increased  the  liability by transferring liabilities of $20,533 associated
with  the promotional inventory to the officer/shareholder. The Company received
advances  from  the  officer,  made  payments  for  personal  expenses, and made
payments  on  the  liability  for a net increase of $2,267,194. The Company also
accrued  $80,000  of  unpaid  compensation  to the officer for services provided
during  the  year ended December 31, 2001. At December 31, 2001 the balance owed
to  the officer/shareholder and the companies controlled by him, was $3,266,637.
[See  Note  5]                                                                  

For  the  six  months  ended  June  30,  2002,  the officer/shareholder made net
advances  of $301,566. The Company also accrued $40,000 for unpaid compensation.
At  June  30,  2002,  the  balance  owed  to  the  shareholder and the companies
controlled  by  him  for  advances  and  unpaid  compensation  was  $3,548,203. 

Related  Companies  -  During  the  year  ended  December  31, 2001, the Company
received  net  advances  of  $549,480  from two companies related through common
control.  The  Company  also  entered  into  agreements  with  each  company,   
BidbayEurope.com and BidbayAustrilia.com, for consulting services to be provided
by  the  Company.  The  agreements  were  for  $1,000,000  each  for  a total of
$2,000,000  over  an  unspecified  period.  [See  Note  5]                      

Compensation  to  officers  -  For the year ended December 31, 2001, the Company
paid  cash  compensation to its officers totaling $77,200 and accrued $80,000 in
unpaid  compensation.  For  the six months ended June 30, 2002, the Company paid
cash compensation to its officers totaling $28,750 and accrued $40,000 in unpaid
compensation.  For  the  six  months  ended June 30, 2001, the Company paid cash
compensation  to its officers totaling $161,458.  The Company also issued 25,000
shares  of  common  stock, valued at $5.00 per share. The common stock was later
returned  and  cancelled.                                                       

Consulting  -  The Company paid a shareholder for consulting services related to
maintenance  and minor enhancements of the Company's website. For the six months
ended  June  30,  2002  and  2001, the Company paid $5,000 and $0, respectively.

The  Company paid a relative of an officer of the Company $26,178 for consulting
and  other  services  for  the  year ended December 31, 2001. For the six months
ended  June 30, 2002 and 2001, the Company expensed $6,000 and $0, respectively.

Sale of AskGT.com search engine - The Company sold its "Ask GT" search engine to
a  director/shareholder  and former officer of the Company in February 2002. The
Company  recorded  a  $2,000,000 gain on sale of an asset, which is reflected in
the statements of operations for the Company. The agreement states payment terms
of  $50,000  per week until payment in full is completed. If excess payments are
made, the excess may be applied to subsequent payments until the credit is used.
As  of  June  30,  2002,  the  Company  had received $888,160 of the $2,000,000,
leaving  $1,111,840  as  a  receivable  from  the  related party. The Company is
currently in a dispute with the former officer [See Note 12] and, as of June 30,
2002, the Company estimates the balance is uncollectible and has written off the
balance  to  bad  debt  expense.                                                

Sale  of  promotional  inventory - In January 2002, the Company sold promotional
inventory  to  a  former  officer/shareholder  for  $2,500  cash.               

F-19      

10QSB 23rd Page of 36 TOC 1st Previous Next ↓Bottom Just 23rd
AUCTIONDINER.COM, INC.
 (Formerly Bidbay.com, Inc.)

 NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE  12  -  COMMITMENTS  AND  CONTINGENCIES                                    

Consulting  agreement  -  The  Company  entered  into a consulting agreement for
services  related  to  setting  up  and running multi level marketing activities
specifically  targeted  toward  online  auctions.  The Company signed a one year
confidentiality  agreement,  which  ends in January 2003. The agreement does not
indicate  minimum  payment  terms.  For  the six months ended June 30, 2002, the
Company  expensed  $63,407  related  to  this  agreement.                       

Consulting  agreement  -  The  Company  entered  into a consulting agreement for
services  related  to  implementing  a  tracking  system  for  affiliates in the
Company's  Multi Level Auction Shared Revenue program. The Company has agreed to
pay  for hosting services for back office, genealogical web application, and the
personalized  marketing  system on a sliding scale for the first six months. The
hosting  fee  for  the  first month will be $1,000, $1,500 for the second month,
$1,500  plus  a  charge of $35 per GB of packet data transmitted over 25 GB each
month  for  the  third month and beyond. For the six months ended June 30, 2002,
the Company capitalized $5,375 for custom software related to this agreement and
expensed  $23,800.                                                              

Securities  Litigation  -  On  August 22, 2000, the State of Pennsylvania issued
against  the  Company  and Donald Dayer a summary order to cease and desist from
offering  and  selling  the  Company  securities  within  the  Commonwealth  of 
Pennsylvania  in  violation  of  the  Pennsylvania  Securities  Act  of  1972.  
Pennsylvania  claimed  that  the securities were sold by a person or persons who
were  not  licensed  to  sell securities within the state.  Pennsylvania further
alleged that the Company had omitted material facts from its offering materials.

The  Pennsylvania Securities Commission, on December 31, 2000, filed a complaint
alleging  that the Company, Dayer, and another individual continued to offer for
sale  the  securities of the Company in violation of the cease and desist order.
Sales  of the Company securities were made to three Pennsylvania residents for a
total of $25,000 in proceeds. Each violation could result in civil penalties not
to  exceed  $10,000  plus  court  costs.                                        

In  March  2001,  the  Company  negotiated  a  settlement  with the Pennsylvania
Securities  Commission.  The  settlement  with  the  Pennsylvania  Securities   
Commission  included  a  Consent to Permanent Injunction which contained various
conditions.  The Company paying $3,000 in civil penalties, $1,000 in court costs
and  offering  rescission  to  the  three  Pennsylvania residents who bought the
Company's  securities.  Only  one  investor  requested  a  rescission  of  their
investment,  wherein  the Company paid $4,000 plus $126 for interest for a total
of  $4,126.  The  other two investors requested to keep the securities purchased
from  the  Company.                                                             

F-20      

10QSB 24th Page of 36 TOC 1st Previous Next ↓Bottom Just 24th
AUCTIONDINER.COM, INC.
 (Formerly Bidbay.com, Inc.)

 NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE  12  -  COMMITMENTS  AND  CONTINGENCIES  [Continued]                       

Other Potential Securities Claims - The Company sold securities in approximately
30  different  states pursuant to a Form D. The Company filed a Form D reporting
this  transaction to the SEC, and claimed exemption under Rule 506. A few states
have  made  inquiries into the offering and the Company has supplied information
as  requested.  Enforcement actions have been brought against the Company by the
states  of  Pennsylvania  (See  Above) and Utah. In the Utah action, the Company
entered  into  a  stipulation  that it had paid a commission to a person for the
sale  of securities who was not duly licensed to sell securities in the State of
Utah.  The  Company  paid a fine of $1,000 to the State of Utah. The possibility
exists  that  each of the states, where the Company sold securities, could bring
allegations  against  the  Company  similar  to  those  brought by the states of
Pennsylvania  and  Utah.                                                        

The  Company  disputes  the  following  assertions,  but it is possible that the
issuance  of  shares described above may have violated provisions of the federal
and state securities laws which may result in purchasers seeking to return their
shares  for  cash.  There  can  be no assurance that the SEC or applicable state
authorities  will  not  pursue  any  enforcement  action.  At  June 30, 2002 and
December  31, 2001, the Company has reclassified $4,397,693 in proceeds received
from sale of preferred stock as preferred stock subject to potential rescission.

An  officer  of  the  Company  and  a significant shareholder have sold personal
holding  of  the  Company's common stock to private individuals.  It is possible
the  proceeds  from  these private sales may also be subject to rescission.  The
Company  estimates  the total proceeds from these sales to be approximately $1.2
million.                                                                        

Based  upon  the  best  information  available  to the Company at this time, the
Company  has calculated a range of possible exposure that exists for the Company
in  light  of  the civil liabilities described above.  Accordingly, in the event
these  potential  civil liabilities are successfully asserted, the Company could
be liable to the shareholders, and to any shareholder that immediately purchased
from  these  shareholders,  in  an approximate amount ranging from $25,000 up to
$5.6  million,  plus  interest. The $5.6 million is based on the $4.4 million in
proceeds  plus  approximately  $1.2  million  in  proceeds which related parties
received through private sales agreements. The foregoing range could be adjusted
higher  or  lower depending upon adjustments to any of the referenced items, and
as  any  new  information becomes available to the Company.  The Company has not
made  any expense accrual or allowance for any potential claims in its financial
statements  through  June  30,  2002.                                           

Consultant  Agreement  -  The  Company had entered into an agreement with Donald
Dayer  ("Dayer")  wherein the Company had agreed to compensate Dayer one million
five  hundred  thousand  dollars  for his assistance in developing the Company's
business.  Mr.  Dayer received 29% from every dollar that was generated into the
Company whether it is in the form of revenue or capital investment.  The Company
had  also  entered  into  an  agreement  with  Dayer  wherein Dayer would market
preferred  and/or  common  stock  of  the Company offered through a Regulation D
offering.  Dayer  was  to  receive  25%  on  all sales made by him including any
resales  after  initial  sales.  This  agreement  only  applies  to funds raised
privately  by  the  Company  that  are assisted by Dayer and do not apply to any
future  public stock offerings the Company may undertake. As a result of the two
agreements  above, Donald Dayer received a total of 54% of the proceeds from the
Regulation  D stock offering.  The Company terminated consulting agreements with
Mr.  Dayer  and  began  legal  proceedings  against  him  in  June  2001.       

F-21      

10QSB 25th Page of 36 TOC 1st Previous Next ↓Bottom Just 25th
AUCTIONDINER.COM, INC.
 (Formerly Bidbay.com, Inc.)

 NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE  12  -  COMMITMENTS  AND  CONTINGENCIES  [Continued]                       

Litigation  -  Donald Dayer - In June 2001, the Company brought suit against Mr.
Dayer,  a  consultant  who  had assisted the Company with a private placement of
stock  and  business  development.  The  Company  contends  that  Mr.  Dayer    
misrepresented himself as a licensed securities broker. The Company is seeking a
refund of all proceeds paid to Mr. Dayer, which is approximately $2,200,000. Mr.
Dayer  filed a cross-complaint against the Company and its president alleging an
offset  for  payments  made  by  Mr. Dayer to the Company. Legal counsel for the
Company is unable to estimate the likelihood of the outcome of these complaints.
The  Company  has  not  accrued  any  loss  contingencies  associated  with  the
cross-complaint  by  Mr.  Dayer  as  of  June  30,  2002.                       

ISP  Bridges  Consulting  Agreement - The Company entered into an agreement with
ISP  Bridges  wherein  ISP  Bridges would provide the Company with market makers
upon  the  Company  becoming  effective  with  the SEC.  ISP Bridges was to also
provide  a  business  plan in exchange for cash and common stock of the Company.
The  Company  cancelled  the  agreement  and demanded a reimbursement of advance
payments  made  to  ISP  Bridges  upon  ISP  Bridges failing to provide proof of
progress  on  the  business  plan.  Legal  counsel  for the Company is unable to
estimate  the  likelihood  of the outcome of this complaint. The Company has not
accrued  any  loss  contingencies  associated with this agreement as of June 30,
2002.                                                                           

Litigation  -  eBay  -  During the year ended December 31, 2001, the Company was
named  in  a  lawsuit by eBay Inc. eBay claimed trademark infringement by use of
the  word  "bay" in the Company's title and displaying a rainbow colored logo on
its  website  to  give users a sense of its similarity to eBay. In February 2002
the  Company  settled the lawsuit with eBay, wherein the Company was required to
cease  use of the word/mark "Bidbay" or any variations thereof, cease use of the
web address, and transfer ownership of the domain name "www.Bidbay.com" to eBay.
The  Company's  new  domain  name  may  not  contain  the word "bay" or any name
confusingly  similar  to  eBay.  Also,  the Company may not adopt a logo that is
confusingly  similar  to  eBay. The Company is also required to withdraw certain
trademark  applications  in a timely manner. The Company agreed to pay a nominal
amount  to  eBay which does not materially impact the financial condition of the
Company.                                                                        

Negotiations  - Speedy Click - In June 2001, the Company began negotiations with
Speedy  Click  concerning  the agreements for delivery of registered users.  The
Company  believes  Speedy  click breached its agreement by not providing all the
registered  users  agreed  to be delivered. The Company sought a settlement with
Speedy  Click  and  in November 2001, cancelled 1,358,847 shares of common stock
and  cancelled  the  stock  subscription  which the Company had established upon
original issuance of common and preferred stock. It is possible the Speedy Click
may  seek legal action in order to have the common stock reissued. Management is
confident  in  a  positive outcome in the favor of the Company if such action is
brought  by  Speedy  Click  due  to  Speedy  Click's  non-performance  and      
non-consideration  of the agreements for which the Company had originally issued
stock.                                                                          

Advertising  Agreements  -  In its normal course of business, the Company enters
into  agreements  to  sell  advertising  as  well  as  agreements  to  purchase 
advertising.  These commitments are for varying lengths of time but generally no
longer  than  six  months.                                                      

F-22      

10QSB 26th Page of 36 TOC 1st Previous Next ↓Bottom Just 26th
AUCTIONDINER.COM, INC.
 (Formerly Bidbay.com, Inc.)

 NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE  12  -  COMMITMENTS  AND  CONTINGENCIES  [Continued]                       

Litigation  -  Former Officer/Director - The Company has been named in a lawsuit
involving  a  former officer/director of the Company.  The plaintiffs claim that
the  former  officer/director committed securities fraud in the selling of stock
related  to  a  company  named  "ASKGT.COM."  The  plaintiffs  claim  the former
officer/director  made  assertions  that (1) the Company was going public at $20
per  share  and  (2)  the  Company and ASKGT.COM owned a patent and (3) eBay was
acquiring  the Company at $20 to $25 per share.  The Company has not accrued any
loss  contingencies  associated  with  this  lawsuit  as  of  June  30,  2002.  

In June 2002, the Company filed legal action against the former officer/director
and  ASKGT.COM.  The  Company's litigation relates to the claims mentioned above
and for misrepresenting the relationship between the Company, ASKGT.COM, and the
former  officer/director.                                                       

Litigation  -  an  Individual, ET AL - In June 30, 2002, the Company filed legal
action  against an individual and companies associated with the individual.  The
Company claims the individual made slanderous statements against the company and
its  officers  while acting as an "Internet Chat Room Moderator" for competitors
and  as an individual internet chat room participant.  The company is seeking to
have  the  defendant cease from making slanderous statements against the Company
and  its  officers.  The  Company has not accrued any contingent gains or losses
related  to  this  legal  action  as  of  June  30,  2002.                      

NOTE  13  -  INCOME  TAXES                                                      

The  Company accounts for income taxes in accordance with Statement of Financial
Accounting  Standards  (SFAS)  No. 109, "Accounting for Income Taxes."  SFAS No.
109  requires the Company to provide a net deferred tax asset or liability equal
to the expected future tax benefit or expense of temporary reporting differences
between  book  and tax accounting and any available operating loss or tax credit
carryforwards.  At  June  30,  2002  and  December  31,  2001,  the total of all
deferred tax assets was approximately $4,668,000 and $4,791,000 and the total of
the  deferred  tax liabilities was $0. The amount of and ultimate realization of
the  benefits from the deferred tax assets for income tax purposes is dependent,
in  part,  upon the tax laws in effect, the Company's future earnings, and other
future  events,  the  effects  of  which  cannot  be determined.  Because of the
uncertainty  surrounding the realization of the deferred tax assets, the Company
has  established  a  valuation allowance of $4,668,000 and $4,791,000 as of June
30,  2002  and December 31, 2001, which has been offset against the net deferred
tax  assets.  The  net  change  in the valuation allowance during the six months
ended  June  30,  2002  amounted  to  approximately  $(123,000).                

The  Company  has  available  a  net  operating  loss carryover of approximately
$6,685,000  at  June 30, 2002 which may be applied against future taxable income
and  which  expire  in  various  years  through  2022.                          

F-23      

10QSB 27th Page of 36 TOC 1st Previous Next ↓Bottom Just 27th
AUCTIONDINER.COM, INC.
 (Formerly Bidbay.com, Inc.)

 NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE  13  -  INCOME  TAXES  [Continued]                                         

The  temporary  differences  gave  rise  to  the  following  deferred  tax asset
(liability):                                                                    

                         For  the  Six      For  the
                           Months  Ended     Year  Ended
                               June  30,       December  31,
                              2002                2001
                            ------------------  ----------------
Excess  of  tax  over  financial                                      
accounting  depreciation     $     2,003,664     $     1,619,282  
Contribution  carryover                      -               3,479    
Allowance  for  bad  debt                1,992              20,905    
Net  operating  loss  carryover      2,662,503           3,133,401    
Contingent  liabilities                      -              13,941    

The  components  of  federal  income  tax  expense  from  continuing  operations
consisted  of  the  following  for  the  period  ended:                         

                                                                [Download Table]


                                For  the  Six      For  the      
                                Months  Ended     Year  Ended    
                                  June  30,       December  31,  
                                    2002                2001     
                             ------------------  ----------------
                                                                 
Current income tax expense:                                      
  Federal                    $         -          $            - 
  State                                -                       - 
                             ------------------  ----------------
Net current tax expense      $         -          $            - 
                             ------------------  ----------------

               For  the  Six      For  the
                 Months  Ended     Year  Ended
                     June  30,       December  31,
                    2002                2001
                   ------------------  -----------------
Deferred  tax  expense                                                
(benefit)  resulted  from:                                          
Excess  of  tax  over                                                 
financial  accounting                                               
depreciation             $     (384,382)     $     (1,473,532)      

Contribution  carryover            3,478                (2,178)       
Net  operating  loss             470,899            (1,272,029)       
Valuation  allowance            (122,849)            2,323,543        
Allowance  for  bad  debts        18,913               (20,905)       
Deferred  Income                       -                48,792        
Contingent  Liabilities           13,941               (13,941)       
Compensation                           -               410,250        
                   ------------------  -----------------
Net deferred tax expense  $            -      $              -        
                  ------------------  ----------------

F-24      

10QSB 28th Page of 36 TOC 1st Previous Next ↓Bottom Just 28th
AUCTIONDINER.COM, INC.
 (Formerly Bidbay.com, Inc.)

 NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE  13  -  INCOME  TAXES  [Continued]                                         

Deferred  income  tax  expense  results primarily from the reversal of temporary
timing  differences  between  tax  and  financial  statement  income.  The      
reconciliation  of  income  tax  from continuing operations computed at the U.S.
federal statutory tax rate to the Company's effective rate is as follows for the
period  ended:                                                                  

               For  the  Six      For  the
                 Months  Ended     Year  Ended
                     June  30,       December  31,
                    2002                2001
                   ------------------  -----------------
Computed tax at the expected                                          
federal  statutory  rate         34.00%          34.00%           
State  income  taxes,                                                 
net  of  federal  benefit         5.83            5.83            
Valuation  allowance              (40.27)         (39.72)             
Other                                .44            (.11)             
                   ------------------  -----------------

Effective  income  tax  rates          -               -              
                   ------------------  -----------------

NOTE  14  -  EARNINGS  (LOSS)  PER  SHARE                                       

The  following data show the amounts used in computing earnings (loss) per share
and  the  effect on income and the weighted average number of shares of dilutive
potential  common  stock  for:                                                  

                                                                [Download Table]


                                            For  the  Six     
                                           Months  Ended      
                                              June  30,       
                                    --------------------------
                                          2002         2001   
                                    --------------------------
                                                              
Net Income (loss) before change in                            
  accounting principle              $  (371,458)  $(1,778,327)

Change in accounting principle       (1,057,999)            - 

Preferred dividends                           -      (440,000)
                                    --------------------------

Income (loss) available to common                             
  shareholders (Numerator)          $(1,429,457)  $(2,218,327)
                                    ==========================

Weighted average number of common                             
 shares outstanding used                                      
 in earnings (loss)                                           
 per share during the period         51,051,103    52,538,002 
                                    --------------------------

Dilutative effect of convertible                              
  preferred stock                     1,759,077     1,788,077 
                                    --------------------------

Weighted average number of common                             
 shares outstanding used in                                   
 earnings (loss)                                              
 per share during the                                         
 period (Denominator)                52,810,180    54,326,079 
                             ==================  =============


F-25      

10QSB 29th Page of 36 TOC 1st Previous Next ↓Bottom Just 29th
AUCTIONDINER.COM, INC.
 (Formerly Bidbay.com, Inc.)

 NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE  14  -  EARNINGS  (LOSS)  PER  SHARE  [Continued]                          

Diluted  earnings  (loss)  per  share  were not presented as its effect would be
anti-dilutive.  At  June  30,  2002, the Company had options to purchase 173,500
shares  of  common  stock  with exercise prices ranging from $5.00 to $10.00 per
share,  which  were not included in the calculation of earnings (loss) per share
because  their  effect  would  be  anti-dilutive.                               

At  June  30, 2001, the Company had options to purchase 249,000 shares of common
stock  at  an  exercise  price  of  $5.00  per  share  and  1,988,077  shares of
convertible  preferred  stock  outstanding,  which  were  not  included  in  the
calculation  of  earnings  (loss)  per  share  because  their  effect  would  be
anti-dilutive.                                                                  

NOTE  15  -  CONCENTRATIONS                                                     

For  the  six  months  ended  June  30, 2001, the Company recognized $417,500 in
insertion  orders and banner advertising from Network Commerce, Inc. (aka Speedy
Click).  The  Company also recognized $57,500 in revenues from Switchboard, Inc.
for banner advertisements. The totals of $417,500 and $57,500 represents 87% and
12%  of  the  total  revenues  for  the  six  months  ended  June  30,  2001.   

NOTE  16  -  MULTI  LEVEL  AUCTIONS                                             

In February 2002, the Company introduced its Multi Level Auction ("MLA") concept
to its registered users. The Company anticipates paying up to 60% of monthly MLA
fees  to  the  Company's  affiliates  based  on  their "downlines."  The Company
charges  a  $25  a month fee to each affiliate who signs up for the MLA program.
For  the $25 monthly fee, the affiliate receives $100 in credits towards auction
listing  fees for the month. If the affiliate places auctions totaling more than
the  $100  credit,  they  are  responsible  to  pay  the  difference.           

To participate in the share revenue program, affiliates must: firstly, be active
(generate  a  minimum of $25 wholesale revenue and place at least five items for
sale  on  the  auctions.  And  secondly,  abide  by  the  Company's policies and
procedures  and  the  independent  distributor  agreement.                      

If  qualifications  are met, the shared revenue program provides: commissions on
retail  sales;  organizational  bonuses;  enroller  bonuses;  double your income
loyalty  bonuses;  extended depth bonuses; auto-qualified matrices, beginning on
level  5  of an original and subsequent matrices; a matrix builder's bonus pool;
and  customer  acquisition  bonuses. For the six months ended June 30, 2002, the
Company  recorded  net  revenues  of  $215,371  and  commissions  of  $97,578.  

F-26          

10QSB 30th Page of 36 TOC 1st Previous Next ↓Bottom Just 30th
ITEM  2.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OR  PLAN  OF  OPERATION      

Results  of  Operations                                                         

Calendar  Year  Ended  December  31,  2000                                      

For  the  year  ended  December  31,  2000, we earned revenues of $234,524.  The
revenues  were  primarily  from  banner insertion advertising or email insertion
advertising.  During  the  same  year,  we  incurred expenses of $6,435,188.  Of
these  expenses,  $1,532,230 were non cash items made up of depreciation expense
and allowance for the settlement of litigation.  Since we had little revenue, we
incurred  a  net  loss from operations of $6,200,664 for this accounting period.

Due to our shortfall in operating revenue when compared to operating expense, we
obtained operating capital during the year through the sale of Company preferred
stock  in  a  private  offering pursuant to Rule 506 under the Securities Act of
1933.                                                                           

Calendar  Year  Ended  December  31,  2001                                      

For  the  year  ended  December  31,  2001, we earned revenues of $602,333.  The
revenues  were  primarily  from  banner insertion advertising or email insertion
advertising.  During  the  year  we  initiated  the charging of listing fees for
auctions  posted  to  our  site.  By  year  end,  listing  fee  income  totaled 
approximately  $20,000.                                                         

During  the  year  we  incurred  expenses  of  $6,438,010.  Of  these  expenses,
$4,217,733  were  non  cash  items  made  up  of  amortization and depreciation,
impairment  loss  and allowance for settlement of litigation.  We incurred a net
loss  from  operations  of  $5,835,677  for  the  fiscal  year.                 

We attempted to obtain working capital during the year by registering an initial
public  offering  with the Securities and Exchange Commission.  The offering was
declared  effective  on October 24, 2001.  However, ultimately we were unable to
sell the offering and the registration statement that was declared effective has
been  withdrawn.  We  sustained our operations during the year by borrowing from
our  president,  Mr.  Tannous.                                                  

Six  Month  Period  Ended  June  30,  2002                                      

For  the  six  month period ended June 30, 2002, we earned revenues of $232,540.
The  revenues  were  primarily  from  MLA  listing  fees  (see explanation under
Liquidity  and  Capital Resources) and auction fees.  Revenue from these sources
totaled  $24,624  for  the first three months of the period and $207,916 for the
last  three  months of the period.  We expect the revenues from these sources to
continue  to  grow.                                                             

We  booked  bad  debt  expense  during  the  period  of  $1,111,870  which  was 
attributable  to  one  item  and  will  not  be  recurring.                     

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Liquidity  and  Capital  Resources                                              

Operating  revenues at the present time total approximately $200,000 per quarter
against  operating expenses of approximately $700,000 per quarter.  Cash on hand
at  June 30, 2002, totaled $25,743 which is capable of sustaining the cash needs
of  the  Company for about one week.  Earlier in the year we sought to stabilize
the  current  financial  position of the Company by selling Askgt.com, a company
asset for $2,000,000.  With respect to this sell we have now incurred a bad debt
expense  of  $1,111,870  and  do  not  expect  any additional proceeds from this
source.                                                                         

We  expect  to meet the capital needs of the Company from the following sources:

     1.   We  are  commencing  a  new  private placement of common shares of the
Company  for  the  purpose  of  raising  working  capital.  
     2.   We  anticipate  the need to borrow additional money from our President
Mr.  George  Tannous.                                       
     3.   We  expect  continued growth in the operating revenues of the Company.

Our  principal  marketing  focus  is  through  our  MLA(TM)  program  which  was
introduced earlier this year.  MLA(TM) stands for Multi-Level Auctions.  We have
filed a provisional patent application for purposes of protecting the concept as
it  relates  to  our  industry.                                                 

Through MLA(TM), our registered auction users can join a force of associates who
are  compensated  for  using  our  auction  site.  Generally speaking, through a
multi-level marketing arrangement, an associate in the "Gold" associate category
can  also  receive compensation when our auction site is used by others that the
associate  has  introduced to the site.  We believe MLA(TM) has the potential to
increase  the  use of our auction site in a significant manner together with the
corresponding  fee  revenue.                                                    

As  noted  earlier,  fee  revenue increased from $24,624 in the first quarter of
this  year  to  $207,916  in the second quarter of this year.  It is our goal to
continue to grow this revenue and thereby remove the need to obtain capital from
sources  outside  the  operations of the Company.  Even though we expect this to
happen, this result cannot be guaranteed.  Also, it cannot be guaranteed that we
will  be  able  to  obtain  capital  sufficient to sustain the operations of the
Company  from  a  private  placement of our common shares or from the additional
borrowing  of  funds.                                                           

Potential  Future  Liability                                                    

From February, 2000, through January, 2001, the Company sold 1,788,077 shares of
preferred  stock  to  an  aggregate  of 402 individual investors at the price of
$2.50  per  share  and  distributed  177,908  common  shares as a premium on the
preferred shares sold.    The Company believes that the offering was exempt from
registration  pursuant to Rule 506 promulgated under the Securities Act of 1933.
However,  it  can  be  argued  that  the  offering was conducted in violation of
federal  securities  laws  and  that the Company could be subject to allegations
that could result in purchasers seeking to return their shares for cash.  It has
also come to the attention of the Company that Mr. Dayer, who sold the offering,
is  not a registered broker dealer with the securities authorities of any state.
Accordingly,  the  sale  of  the  offering  is a violation by Mr. Dayer of state
broker  dealer  registration laws.  Mr. Dayer solicited investments from persons
on  calling  lists purchased by Mr. Dayer.  This is a potential violation of the
Rule 506 prohibition against a general solicitation.  The offering was          

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initially  sold  to approximately 70 non-accredited investors which is more than
35  as  allowed  by  Rule  506.  When  the Company learned of this violation, it
offered  rescission  to  non-accredited  investors sufficient to bring the total
number  under  35.                                                              

In  connection  with  the  offering  discussed in the preceding paragraph and as
discussed  in  that  paragraph,  it came to the attention of management that the
Company  had  received offering proceeds totaling $283,174 from 70 investors who
did  not  qualify  to  be investors under the terms of the offering.  Management
decided  the  Company  had  to  rescind  its  acceptance  of  their subscription
agreements.  In or around August, 2000, the Company mailed a rescission offer to
these  investors  offering  a return of their investment proceeds.  If investors
did  not  accept  the  rescission,  they could receive common stock owned by Mr.
George Tannous on a one for one basis.  The Company believes the transaction was
exempt from registration pursuant to Section 4(2) of the Securities Act of 1933.
However,  it  can be argued that this distribution of shares was an extension of
the  offering  described  in  the  preceding  paragraph,  that this offering was
subject  to  the  same potential securities violations as that offering and that
investors  could  seek  to  return  their  shares  for  cash.                   

Since  the  inception of the Company, Mr. George Tannous, its president has sold
common  shares  owned  by  him personally to approximately 300 persons for total
proceeds  of  approximately  $1,160,000.  The  shares  sold  by Mr. Tannous were
restricted  shares  and  not  available  for sale without registration except in
transactions not involving any public offering.  It is possible that it could be
asserted  that the sale of these shares was part of the offering described above
in this section being conducted by the Company and subject to the same potential
securities violations as that offeringThe proceeds of these sales were retained 
by  Mr.  Tannous  for  his  personal  use.  However, Mr. Tannous also loaned the
Company  money  to  assist  with  its  cash flow needs.  If it is found that the
shares  of  Mr. Tannous were sold on  behalf of the Company, it is possible that
the  shares  sold  by  Mr.  Tannous  could  be  put  back  to the Company by the
purchasers of the those shares in exchange for a return of their investment.  If
the  sale  of shares by Mr. Tannous was not considered a part of the offering by
the  Company, it would still be in violation of  federal securities registration
laws  if  it  was  found  to  not  be  a  private  offering  of  shares.        

The  Company  has issued 95,183 shares of common stock in lieu of cash dividends
on  preferred  stock  for  total  dividends of $475,915 or $5.00 per share.  The
Company  believes  the  transaction  was  exempt  from  registration pursuant to
Section  4(2)  of  the  Securities Act of 1933.   However, it can be argued that
this  was a public offering of shares without  exemption for the distribution of
these  shares.  The  terms of the preferred stock require that dividends be paid
in  cash.  Accordingly,  holders  of  the  common stock have the right to return
these  shares  for  the  amount  which  should  have  been  paid  in  cash.     

Based  upon  the best information available to the Company at this time, we have
calculated  a  range  of  possible,  but  disputed, exposure that exists for the
Company  in  light  of  the  disputed  civil  liabilities  described  above.    
Accordingly,  in  the  event  these disputed civil liabilities were successfully
asserted,  the  Company  could  be  liable  to  the  shareholders,  and  to  any
shareholder  that  immediately  purchases  from these shareholders, in an amount
ranging  from  approximately  $25,000  up  to  approximately  $6,300,000,  plus 
interest.  The  foregoing range could be adjusted higher or lower depending upon
adjustments  to  any of the referenced items, and as any new information becomes
available  to  the  Company.                                                    

During  June  2000,  the  Company  issued  126,150  shares  of  its  previously 
authorized,  but  unissued                                                      

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common  stock.  The shares were issued to persons who had visited the website of
the  Company  or had otherwise used the services of the Company in the past. The
shares  were issued in a promotional giveaway at the rate of 5 shares per person
or  to a total of 25,230 persons. The shares were valued at $5.00 per share. The
Company asserts the transaction was not subject to the registration requirements
under  the Securities Act of 1933 because it did not constitute an offer or sale
of  securities  pursuant  to  Section 5 of the Act because the recipients of the
shares  did not give any consideration for the shares. However, it can be argued
that an offer of shares to promote a web site is a violation of Section 5 of the
Securities  Act  because a visit to the website of the Company or registering at
the  site  is  giving  consideration  for  the  shares. If it was found that the
offering was in violation of the securities laws, these shares could be put back
to  the  Company  by  the  holders  of  the  shares.                            

Forward  Looking  Statements                                                    

The  information  contained in this section and elsewhere may at times represent
management's  best estimates of the Company's future financial and technological
performance,  based upon assumptions believed to be reasonable. Management makes
no  representation  or  warranty, however, as to the accuracy or completeness of
any  of  these  assumptions,  and  nothing  contained in this document should be
relied  upon  as  a  promise  or  representation as to any future performance or
events.  The  Company's  ability  to accomplish these objectives, and whether or
not  it  will be financially successful is dependent upon numerous factors, each
of  which  could  have a material effect on the results obtained.  Some of these
factors  are  within  the  discretion  and  control of management and others are
beyond management's control. Management considers the assumptions and hypothesis
used  in preparing any forward looking assessments of profitability contained in
this  document  to  be  reasonable; however, we cannot assure investors that any
projections  or  assessments  contained  in  this document, or otherwise made by
management,  will  be  realized  or  achieved  at  any  level.                  

 PART II - OTHER INFORMATION

ITEM  1.          LEGAL  PROCEEDINGS                                            

Rotskoff  Lawsuit                                                               

On May 21, 2002, KENNETH S. ROTSKOFF and JUDITH A. ROTSKOFF ("Plaintiffs") filed
a  complaint  in the United States District Court, Eastern District of Missouri,
Eastern  Division,  Case  No.  4:02CV00733DJS.  In  the complaint, the following
persons  and  entities  are  listed  as  defendants:  BIDBAY.COM,INC.  n/k/a/   
AUCTIONDINER.COM,INC.  (the  "Registrant" or "Auctiondiner" which is filing this
Form  8-K);  WESTER S. COOLEY (a former officer and director of the Registrant);
GEORGE  TANNOUS  (the  current  CEO  and  a  director  of  the Registrant); JOHN
MONTGOMERY;  BIDBAYEUROPE.COM,  INC.;  GEORGE  TANNOUS  &  AFFILIATES, INC., and
ASKGT.COM,  INC.  (collectively  the  "Defendants").                            

In  the  complaint, the Plaintiffs allege generally that the Defendants acted in
concert  to  sell  unregistered  securities  to  Plaintiffs  and  other Missouri
residents  of  one  or more of the corporate Defendants.  The complaint includes
allegations  that  misrepresentations  were made to Plaintiffs by one or more of
the  Defendants  in  connection  with  the  sale  of  the  securities, including
misrepresentations  about pending mergers and acquisitions involving some of the
corporate                                                                       

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10QSB 34th Page of 36 TOC 1st Previous Next ↓Bottom Just 34th
Defendants.                                                                     

The  complaint  seeks  damages totaling $1,437,500 which is the amount allegedly
invested  by  Plaintiffs  in the corporate Defendants.  The complaint also seeks
punitive  damages,  interest,  attorney's  fees  and  costs.                    

Askgt.com  Lawsuit                                                              

On  June  6,  2002,  Auctiondiner filed a complaint in the Superior Court of the
State  of  California,  County  of Los Angeles, North Central District, Case No.
FC034584  against  WESTER  COOLEY,  ASKGT.COM,  INC. and DOES 1 through 100 (the
"Defendants").                                                                  

The  complaint  alleges that in the course of selling stock in Askgtr.com, Inc.,
the  Defendants  have  made  misrepresentations  about  Auctiondiner  and       
Auctiondiner's  business  affiliations  with Askgt.com, which misrepresentations
have  been  damaging  to  Auctiondiner.                                         

The complaint seeks a permanent injunction against the sale of any further stock
by  Askgt.com  based  on  misrepresentations  about  Auctiondiner,  that a trust
account  be  formed  to  hold  all  money  obtained  via  stock sales based upon
misrepresentations,  and for general, special and punitive damages in amounts to
be  proven  at  trial.                                                          

ITEM  2.     CHANGES  IN  SECURITIES  AND  USE  OF  PROCEEDS                    

None                                                                  

ITEM  3.          DEFAULT  UPON  SENIOR  SECURITIES                             

None                                                                  

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

     On April 16, 2002, the board of directors submitted a recommendation to the
shareholders  of  the Company to change the name of the Company from BidBay.com,
Inc.  to  Auctiondiner.com,  Inc.  in  conformity with a settlement reached with
eBay,  Inc.  regarding  the  name  of  the  Company and to amend the Articles of
Incorporation  of  the  Company accordingly.  A definitive information statement
regarding  the matter had been filed with the SEC on March 25, 2002.  The matter
was  approved  by  majority  shareholder  consent  on  April  16,  2002.        

ITEM  5.     OTHER  INFORMATION                                                 

None                                                                  

ITEM  6.     EXHIBITS  AND  REPORTS  ON  FORM  8-K.                             

(a)     Exhibits                                                      
None                                                  

(b)     Reports  on  Form  8-K                                        

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10QSB 35th Page of 36 TOC 1st Previous Next ↓Bottom Just 35th
          On  April  24, 2002, the Company filed a report on Form 8-K announcing
under  Item  5  of  that  report  the  change  in  the  name  of  the Company to
Auctiondiner.com,  Inc.                                                         

          On  June  19,  2002, the Company filed a report on Form 8-K announcing
under  Item  2 of that report the sale of its search engine style "Askgt.com" in
consideration  of  $2,000,000.  The same report under Item 5 announced the legal
actions  described  in  this  report  under  Item  1  of  Part  II.             

SIGNATURES

Pursuant  to  the  requirements  of the Securities and Exchange Act of 1934, the
Registrant  has  duly  caused  this  report  to  be  signed on its behalf by the
undersigned  thereunto  duly  authorized.                                       

   Auctiondiner.com,  Inc.

DATED:  August  13,  2002          By:                                          
             /s/ George  Tannous
                  ----------------------------
     George  Tannous
                   Principal  Executive  Officer
                    Principal  Accounting  Officer

10QSB Last Page of 36 TOC 1st Previous Next ↓Bottom Just 36th
CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
 PURSUANT TO
 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
 SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I,  George  Tannous,  certify,  pursuant  to  18 U.S.C. Section 1350, as adopted
pursuant  to  Section  906 of the Sarbanes-Oxley Act of 2002, that the Quarterly
Report  on  Form 10-QSB of Auctiondiner.com, Inc. for the quarterly period ended
June  30, 2002 fully complies with the requirements of Section 13(a) or 15(d) of
the  Securities  Exchange  Act of 1934 and that the information contained in the
Quarterly  Report  on  Form  10-QSB fairly presents in all material respects the
financial  condition  and  results  of  operations  of  Auctiondiner.com,  Inc. 

By:       
              /s/  George  Tannous
                  ----------------------------
            Name:  George  Tannous

                      Title: Chief  Executive  Officer

              Date:  August  13,  2002

I,  George  Tannous,  certify,  pursuant  to  18 U.S.C. Section 1350, as adopted
pursuant  to  Section  906 of the Sarbanes-Oxley Act of 2002, that the Quarterly
Report  on  Form 10-QSB of Auctiondiner.com, Inc. for the quarterly period ended
June  30, 2002 fully complies with the requirements of Section 13(a) or 15(d) of
the  Securities  Exchange  Act of 1934 and that the information contained in the
Quarterly  Report  on  Form  10-QSB fairly presents in all material respects the
financial  condition  and  results  of  operations  of  Auctiondiner.com,  Inc. 

By:       
              /s/  George  Tannous
                  ----------------------------
            Name:  George  Tannous

                      Title: Chief  Financial  Officer

              Date:  August  13,  2002

9

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘10QSB’ Filing	Date	First	Last	Other Filings

	3/31/05	21
	3/31/04	21
	12/31/02	2
Filed on:	8/14/02
	8/13/02	35	36
For Period End:	6/30/02	1	36
	6/19/02	35		8-K
	6/6/02	34
	5/21/02	33
	4/24/02	35		8-K
	4/16/02	34
	3/25/02	34		DEF 14C
	1/1/02	15
	12/31/01	4	30	10KSB
	10/24/01	30
	6/30/01	4	29
	12/31/00	18	30
	8/22/00	23
	7/12/00	18
	6/15/00	19
	3/3/00	11
	12/21/99	11
	4/1/99	21
				List all Filings

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Filing Submission 0001075793-02-000337 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Bidbay Com Inc – ‘10QSB’ for 6/30/02

On: Wednesday, 8/14/02, at 6:25pm ET · For: 6/30/02 · Accession #: 1075793-2-337 · File #: 0-33331

Previous ‘10QSB’: ‘10QSB’ on 5/15/02 for 3/31/02 · Latest ‘10QSB’: This Filing

Quarterly Report — Small Business — Form 10-QSBFiling Table of Contents

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Dates Referenced Herein and Documents Incorporated by Reference

Quarterly Report — Small Business — Form 10-QSB
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