UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 10-QSB

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

For the quarterly period ended October 31, 2007

[   ] Transition Report under Section 13 or 15(d) of the Exchange Act

For the transition period from ________ to ________

Commission File Number 000-26729

ROYALITE PETROLEUM COMPANY INC.
(Exact name of small business issuer as specified in its charter)

NEVADA 88-0427619
(State or other jurisdiction of incorporation or (IRS Employer Identification No.)
organization)  

3001 RIVIERA ROAD
AUSTIN, TX 78733
(Address of principal executive offices)

(512) 402-0909
(Issuer's telephone number)

NOT APPLICABLE
(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
Exchange Act during the past 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes [X]   No [   ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act). Yes [   ]   No [X]

State the number of shares outstanding of each of the issuer's classes of common equity, as of the
latest practicable date: 37,207,270 Shares of Common Stock as of December 21, 2007.

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


PART I - FINANCIAL INFORMATION

ITEM 1.                FINANCIAL STATEMENTS

2


 

 

ROYALITE PETROLEUM COMPANY INC.
(An Exploration Stage Company)


FINANCIAL STATEMENTS
(Unaudited)

OCTOBER 31, 2007
(Stated in U.S. Dollars)

 

 

F-1


ROYALITE PETROLEUM COMPANY INC.
(An Exploration Stage Company)

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

    OCTOBER 31     APRIL 30  
    2007     2007  
             
  ASSETS            
  Current            
       Cash and cash equivalents $  106,208   $  1,325,750  
       Prepaid expenses   32,523     110,332  
       Other assets   7,594     8,603  
    146,325     1,444,685  
             
  Property And Equipment (Note 5)   15,674     18,430  
  License Rights, net (Note 6)   2,699     2,799  
  Unproven Oil and Gas Properties (Note 7)   2,492,605     2,413,684  
  Deposits   57,951     59,579  
             
  $   2,715,254   $  3,939,177  
             
  LIABILITIES            
  Current            
       Accounts payable and accrued liabilities $  1,023,198   $  1,230,009  
       Loans payable – Related Parties (Note 8)   36,680     21,680  
       Notes payable (Note 9)   20,000     20,000  
       Deferred income   16,690     18,885  
    1,096,568     1,290,574  
  STOCKHOLDERS’ EQUITY            
             
    Capital Stock (Note 10)            
       Authorized:            
                   500,000,000 common shares, par value $0.001            
             
                   100,000,000 preferred shares, par value $0.001            
             
       Issued:            
                   37,107,270 common shares (April 30, 2007 –            
                          36,907,270)   37,107     36,907  
             
Additional Paid-In Capital   6,710,323     6,618,523  
Warrants   351,100     351,100  
Accumulated Deficit During Exploration Stage   (5,470,309 )   (4,356,142 )
Accumulated Other Comprehensive Loss   (9,535 )   (1,785 )
    1,618,686     2,648,603  
             
  $  2,715,254   $  3,939,177  

See Accompanying Notes to Financial Statements

F-2


ROYALITE PETROLEUM COMPANY INC.
(An Exploration Stage Company)

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

                            PERIOD FROM  
                            INCEPTION  
                            DECEMBER 2,  
                            2005  
    THREE MONTH PERIOD ENDED     SIX MONTH PERIOD ENDED     TO  
    OCTOBER 31     OCTOBER 31     OCTOBER 31  
    2007     2006     2007     2006     2007  
                               
Revenues $  54,248   $   -   $  113,555   $   -   $   150,749  
                               
Operating Expenses                              
     Oil and gas exploration                              
          expenses   (12,805 )   44,647     586,390     117,750     3,092,232  
     Selling , general and                              
          administrative   200,603     251,401     539,496     361,035     1,656,954  
     Depreciation and amortization   1,428     879     2,856     1,070     6,119  
    189,226     296,927     1,128,742     479,855     4,755,305  
                               
Loss from Operations   (134,978 )   (296,927 )   (1,015,187 )   (479,855 )   (4,604,556 )
                               
Other Expenses                              
Interest expense   (2,916 )   -     (6,980 )   -     (9,953 )
     Fair value of discount on private                              
          placement   -     -     -     -     (763,800 )
     Oil and gas property write offs   (92,000 )         (92,000 )         (92,000 )
    (94,916 )   -     (98,980 )   -     (865,753 )
                               
Net Loss $  (229,894 ) $   (296,927 ) $  (1,114,167 ) $   (479,855 ) $   (5,470,309 )
                               
Basic and Diluted Loss per                              
     Common Share $  (0.01 ) $   (0.01 ) $  (0.03 ) $   (0.02 ) $    
                               
Weighted Average Number of                              
    Common Shares Outstanding   36,948,574     24,960,667     36,927,922     24,960,667        

See Accompanying Notes to Financial Statements

F-3


ROYALITE PETROLEUM COMPANY INC.
(An Exploration Stage Company)

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

                            PERIOD FROM  
                            INCEPTION  
                            DECEMBER 2,  
                            2005  
    THREE MONTH PERIOD ENDED     SIX MONTH PERIOD ENDED     TO  
    OCTOBER 31     OCTOBER 31     OCTOBER 31  
    2007     2006     2007     2006     2007  
                               
Net Loss $  (229,894 ) $   (296,927 ) $  (1,114,167 ) $   (479,855 ) $   (5,470,309 )
                               
Other Comprehensive Loss                              
   Foreign currency translation                              
   adjustment   (4,966 )   -     (7,750 )   -     (9,535 )
                               
  Comprehensive Loss $  (234,860 ) $  (296,927 ) $  (1,121,917 ) $   (479,855 ) $   (5,479,844 )

See Accompanying Notes to Financial Statements

F-4


ROYALITE PETROLEUM COMPANY INC.
(An Exploration Stage Company)

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

                PERIOD FROM  
                INCEPTION  
                DECEMBER 2,  
    SIX MONTH PERIOD ENDED     2005  
    OCTOBER 31     TO  
    2007     2006     OCTOBER 31, 2007  
                   
Cash Flows From Operating Activities                  
   Net loss $  (1,114,167 $ (479,855 ) $  (5,470,309 )
                   
Adjustments to reconcile net loss to Net                  
    Cash Used in Operating Activities                  
       Depreciation and amortization   2,856     1,070     6,119  
       Fair value of discount on private                  
             placement   -     -     763,800  
       Write-off of oil and gas property                  
             exploration expenditures   599,195     -     2,849,313  
       Write off of oil and gas property                  
             acquisition costs   92,000           92,000  
Changes in Operating Assets and                  
   Liabilities                  
       Prepaid expenses   77,809     (30,000 )   (27,856 )
       Other assets   1,009     -     (5,659 )
       Deposits   1,628     -     (27,305 )
       Accounts payable and accrued                  
             liabilities   (214,561 )   21,065     896,234  
       Deferred income   (2,195 )   -     765  
Net Cash Used in Operating Activities   (556,426 )   (487,720 )   (922,898 )
                   
Cash Flows From Investing Activities                  
   Cash paid on unproven oil properties   (678,116 )   (1,281,268 )   (5,341,918 )
   Cash acquired on reverse merger   -           4,038,375  
   Acquisition of property and equipment   -     (13,051 )   (16,551 )
    (678,116 )   (1,294,319 )   (1,320,094 )
Cash Flows From Financing Activities                  
   Payments on notes payable   -     -     (98,294 )
   Proceeds from Stock issuances   -     -     2,334,200  
   Proceeds from borrowings- related party   15,000     1,669,131     113,294  
    15,000     1,669,131     2,349,200  
                   
Net Increase (Decrease) in Cash and                  
    Cash Equivalents   (1,219,542 )   (112,908 )   106,208  
                   
Cash and Cash Equivalents, beginning                  
    of Period   1,325,750     418,337     -  
                   
Cash and Cash Equivalents, end of                  
    Period $  106,208   $ 305,429   $  106,208  

(Continued)

See Accompanying Notes to Financial Statements

F-5


ROYALITE PETROLEUM COMPANY INC.
(An Exploration Stage Company)

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

                PERIOD FROM  
                INCEPTION  
                DECEMBER 2  
    SIX MONTH PERIOD ENDED     2005  
    OCTOBER 31     TO  
    2007     2006     OCTOBER 31, 2007  
                   
Supplementary Cash Flow Information                  
                   
   Taxes paid $  -   $  -   $  -  
                   
   Interest paid $  -   $  -   $  2,973  
                   
Supplementary disclosure for Non-Cash                  
    Investing and Financing Activities                  
                   
   Stock issued on acquisition of Worldbids’                  
       business $  -   $  -   $  3,905,530  
   Stock issued for acquisition of Oil and                  
       Gas property $  92,000   $   -   $  92,000  

See Accompanying Notes to Financial Statements

F-6


ROYALITE PETROLEUM COMPANY INC.
(An Exploration Stage Company)

CONSOLIDATED STATEMENT OF STOCKHOLDER’S EQUITY
(Unaudited)
(Stated in U.S. Dollars)

                          ACCUMULATED              
              ADDITIONAL           DEFICIT DURING     OTHER     TOTAL  
  COMMON STOCK     PAID IN           DEVELOPMENT     COMPREHENSIVE     STOCKHOLDERS  
  SHARES     AMOUNT     CAPITAL     WARRANTS     STAGE     LOSS     EQUITY  
                                         
Balance, December 2, 2005 -   $  -   $  -   $  -   $  -   $  -   $  -  
                                         
Common shares issued for                                        
   cash at $0.001 per share 18,000,000     18,000     -     -     -     -     18,000  
Common shares issued for                                        
   cash; Reg. S - Private                                        
   Placement at $0.10 per share 2,000,000     2,000     198,000     -     -     -     200,000  
Common shares issued for                                        
   cash; Reg. D - Private                                        
   Placement at $0.10 per share 100,000     100     9,900     -     -     -     10,000  
Common shares issued for                                        
   cash; Reg. S - Private                                        
   Placement at $0.30 per share 1,860,667     1,861     556,339     -     -     -     558,200  
Common shares issued for                                        
   licensing rights 3,000,000     3,000     -     -     -     -     3,000  
Net Loss -     -     -     -     (196,085 )   -     (196,085 )
                                         
Balance April 30, 2006 24,960,667   $  24,961   $  764,239   $  -   $  (196,085 ) $  -   $  593,115  

(Continued)

See Accompanying Notes to Financial Statements

F-7


ROYALITE PETROLEUM COMPANY INC.
(An Exploration Stage Company)

CONSOLIDATED STATEMENT OF STOCKHOLDER’S EQUITY
(Unaudited)
(Stated in U.S. Dollars)

                          ACCUMULATED              
              ADDITIONAL           DEFICIT DURING     OTHER     TOTAL  
  COMMON STOCK     PAID IN           DEVELOPMENT     COMPREHENSIVE     STOCKHOLDERS     
  SHARES     AMOUNT     CAPITAL     WARRANTS     STAGE     LOSS     EQUITY  
                                         
Balance April 30, 2006 24,960,667   $  24,961   $  764,239   $  -   $  (196,085 ) $  -   $  593,115  
                                         
Common shares issued                                        
   pursuant to merger 10,914,603     10,914     3,894,616     -     -     -     3,905,530  
Common shares issued for                                        
   cash; Reg. S - Private                                        
   Placement at $1.50 per share 1,032,000     1,032     1,195,868     351,100     -     -     1,548,000  
Fair value of Discount on                                        
   Issuance of 1,032,000 shares                                        
   at $1.50 per share -     -     763,800     -     -     -     763,800  
Foreign currency adjustment -     -     -     -     -     (1,785 )   (1,785 )
Net Loss -     -     -     -     (4,160,057 )   -     (4,160,057 )
                                         
Balance April 30, 2007 36,907,270     36,907     6,618,523     351,100     (4,356,142 )   (1,785 )   2,648,603  
                                         
Common shares issued for Oil                                        
   and Gas property 200,000     200     91,800                       92,000  
Foreign currency translation                                        
   adjustment -     -     -     -     -     (7,750 )   (7,750 )
Net Loss -     -     -     -     (1,114,167 )   -     (1,114,167 )
                                         
Balance October 31, 2007 37,107,270   $  37,107   $  6,710,323   $  351,100   $  (5,470,309 ) $  (9,535 ) $  1,618,686  

See Accompanying Notes to Financial Statements

F-8


ROYALITE PETROLEUM COMPANY INC.
(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

OCTOBER 31 , 2007
(Unaudited)
(Stated in U.S. Dollars)

1.

BASIS OF PRESENTATION

     

The unaudited financial information furnished herein reflects all adjustments, which in the opinion of management are necessary to fairly state the Company’s financial position and the results of its operations for the periods presented. This report on Form 10-QSB should be read in conjunction with the Company’s financial statements and notes thereto included in the Company’s audited financial statements for the fiscal period ended April 30, 2007. The Company assumes that the users of the interim financial information herein have read or have access to the audited financial statements for the preceding fiscal year and that the adequacy of additional disclosure needed for a fair presentation may be determined in that context. Accordingly, footnote disclosure, which would substantially duplicate the disclosure contained in the Company’s audited financial statements for the fiscal year ended April 30, 2007, has been omitted. The results of operations for the six month period ended October 31, 2007 are not necessarily indicative of results for the entire year ending April 30, 2008.

     

The financial statements include the operations of the Company and its wholly-owned subsidiaries, Royalite Petroleum Corp, incorporated in the state of Nevada, and Worldbid International Inc., a Company now domiciled in the state of Nevada. All significant inter- company balances and transactions have been eliminated in the consolidation.

     

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

     

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

     
2

OPERATIONS

     
a)

Description of Business

     

Royalite Petroleum Company Inc., referred to as the “Company”, is considered an exploration stage company. The Company's primary objective is to identify, acquire and develop oil and gas projects, and has not yet realized any revenues from this primary objective.

     

The Company has acquired interests in properties through leases on which it will drill oil or gas wells in efforts to discover and/or to produce oil and gas. The Company has a 100% working interest and a net revenue factor of 87.5% in the properties leased to date. At October 31, 2007, the Company owned interests in oil and gas properties located within the State of Utah.

F-9


ROYALITE PETROLEUM COMPANY INC.
(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

OCTOBER 31 , 2007
(Unaudited)
(Stated in U.S. Dollars)


2.

OPERATIONS (Continued)

     
a)

Description of Business Continued)

     

The Company is exploring various oil and gas properties at this time and recently completed drilling operations on its initial exploratory well located in Piute Co., Utah.

     

The Company holds the exclusive rights to use all information relating to minerals and hydrocarbons in the State of Utah derived from a proprietary electromagnetic sensing technology.

     
b)

History

     

Royalite Petroleum Company Inc. (the “Company”), formerly Worldbid Corporation, was incorporated on August 10, 1998 in the State of Nevada as Tethercam Systems, Inc (Tethercam). On January 15, 1999, Tethercam changed it’s name to Worldbid Corporation (Worldbid).

     

Effective February 28, 2007, Worldbid completed the acquisition of Royalite Petroleum Corporation (“RPC”), an exploration stage company since its formation in the State of Nevada on December 2, 2005.

     

The acquisition of RPC was completed by way of a "triangular merger" pursuant to the provisions of the Amended and Restated Agreement and Plan of Merger (“First Merger Agreement”) among RPC, Worldbid and Worldbid’s wholly owned subsidiary, Royalite Acquisition Corp. (“Worldbid Sub”). Under the terms of the First Merger Agreement, RPC was merged with and into Worldbid Sub, with Worldbid Sub continuing as the surviving corporation (“First Merger”). Immediately following the completion of the First Merger, Worldbid completed a second merger whereby Worldbid Sub was merged with and into Worldbid, with Worldbid continuing as the surviving corporation (“Second Merger”).

     

Under the terms and conditions of the First Merger Agreement each share of RPC’s issued and outstanding common stock, immediately prior to the completion of the First Merger, was converted into one share of Worldbid’s common stock. As a result, Worldbid issued a total of 24,960,667 shares or approximately 67% of its issued and outstanding common stock to the former shareholders of RPC. Following the transaction, Worldbid had 35,875,270 shares of common stock issued and outstanding.

     

As a result of the completion of the First Merger and the Second Merger (together known as the “Royalite Transaction”), Worldbid acquired all the property and assets of RPC, including the rights to oil and gas leases on approximately 69,000 net acres of land along the Utah Hingeline Trend of south-central Utah and a 2.5% royalty interest in all of the oil and gas produced, sold or used off of 285 acres of land, also located along the Utah Hingeline Trend. In addition to acquiring all of RPC’s property and assets, Worldbid assumed all of RPC’s debts and liabilities.

F-10


ROYALITE PETROLEUM COMPANY INC.
(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

OCTOBER 31 , 2007
(Unaudited)
(Stated in U.S. Dollars)


2.

OPERATIONS (Continued)

     
b)

History (Continued)

     

As part of the Second Merger, Worldbid changed its name to Royalite Petroleum Company Inc. (the “Company”). Effective March 5, 2007, the Company changed it’s trading symbol on the OTC Bulletin Board from “WBDC” to “RYPE.”

     

For accounting purposes, the Royalite Transaction is considered to be a capital transaction in substance, rather than a business combination. The Royalite Transaction is treated, in the accompanying financial statements as equivalent to the issuance of shares by RPC (the private company) for the assets of Worldbid (the public company). The accounting for the Royalite Transaction is similar to that resulting from a reverse acquisition. Accordingly, the historical financial information of the accompanying financial statements is that of RPC.

     

The 10,914,603 shares of Worldbid at February 28, 2007 are presented in the Company’s Statement of Stockholders’ Equity as if RPC acquired Worldbid.

     
c)

Going Concern

     

As of October 31, 2007, the Company incurred cumulative net losses of approximately $5,470,309 from operations and has a negative working capital of $950,243. The Company is still in the exploration stage, raising substantial doubt about its ability to continue as a going concern. The Company will seek additional sources of capital through the issuance of debt or equity financing, but there can be no assurance the Company will be successful in accomplishing its objectives.

     

The ability of the Company to continue as a going concern is dependent on additional sources of capital and the successful execution of the Company’s strategic plan. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

     
3.

SIGNIFICANT ACCOUNTING POLICIES

     
a)

Use of Estimates

     

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States 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 financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

F-11


ROYALITE PETROLEUM COMPANY INC.
(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

OCTOBER 31 , 2007
(Unaudited)
(Stated in U.S. Dollars)


3.

SIGNIFICANT ACCOUNTING POLICIES (Continued)

     
b)

Cash and Cash Equivalents

     

The Company considers all investments with an original maturity of three months or less to be a cash equivalent.

     
c)

Oil and Gas Exploration Activity

     

The Company follows the full cost method of accounting for oil and gas operations whereby all costs associated with the exploration for and development of oil and gas reserves, whether productive or unproductive, are capitalized.

     

Such expenditures include land acquisition costs, drilling, exploratory dry holes, geological and geophysical costs not associated with a specific unevaluated property, completion and costs of well equipment. Internal costs are capitalized only if they can be directly identified with acquisition, exploration, or development activities.

     

Expenditures that are considered unlikely to be recovered are written off. On a quarterly basis the Board of Directors assesses whether or not there is an asset impairment. The current oil and gas exploration and development activities are considered to be in the exploration stage.

     

The costs of unproved leases, which become productive, are reclassified to proved properties when proved reserves are discovered in the property. Unproved oil and gas interests are carried at original acquisition costs including filing and title fees. Depreciation and depletion of the capitalized costs for producing oil and gas properties will be provided by the unit-of-production method based on proved oil and gas reserves.

     

Abandonment of properties are recognized as an expense in the period of abandonment and accounted for as adjustments of capitalized costs.

     

Ceiling Test .

     

Under the full-cost accounting rules, capitalized costs included in the full-cost pool, net of accumulated depreciation, depletion and amortization (DD&A), cost of unevaluated properties and deferred income taxes, may not exceed the present value of our estimated future net cash flows from proved oil and gas reserves, discounted at 10%, plus the lower of cost or fair value of unproved properties included in the costs being amortized, net of related tax effects. These rules generally require that, in estimating future net cash flow, we assume that future oil and gas production will be sold at the unescalated market price for oil and gas received at the end of each fiscal quarter and that future costs to produce oil and gas will remain constant at the prices in effect at the end of the fiscal quarter.

F-12


ROYALITE PETROLEUM COMPANY INC.
(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

OCTOBER 31 , 2007
(Unaudited)
(Stated in U.S. Dollars)


3.

SIGNIFICANT ACCOUNTING POLICIES (Continued)

     
c)

Oil and Gas Producing Activity (Continued)

     

We are required to write-down and charge to earnings the amount, if any, by which these costs exceed the discounted future net cash flows, unless prices recover sufficiently before the date of our financial statements. Given the volatility of oil and gas prices, it is likely that our estimates of discounted future net cash flows from proved oil and gas reserves will change in the near term. If oil and gas prices decline significantly, even if only for a short period of time, it is possible that writedowns of oil and gas properties could occur in the future

     
d)

Impairment of Properties

     

Unproved leasehold costs are reviewed periodically and a loss is recognized to the extent, if any, that the cost of the property has been impaired.

     
e)

Property and Equipment

     

Property and equipment are stated at cost less accumulated depreciation. Depreciation is provided principally on the straight-line method over the estimated useful lives of the assets, which are generally 3 to 10 years. The cost of repairs and maintenance is charged to expense as incurred. Expenditures for property betterments and renewals are capitalized. Upon sale or other disposition of a depreciable asset, cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in other income (expense).

     

The Company periodically evaluates whether events and circumstances have occurred that may warrant revision of the estimated useful life of fixed assets or whether the remaining balance of fixed assets should be evaluated for possible impairment. The Company uses an estimate of the related undiscounted cash flows over the remaining life of the fixed assets in measuring their recoverability.

     
f)

Long-Lived Assets

     

Long-lived assets are evaluated for impairment when events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable through the estimated undiscounted future cash flows from the use of these assets. When any such impairment exists, the related assets will be written down to fair value.

F-13


ROYALITE PETROLEUM COMPANY INC.
(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

OCTOBER 31 , 2007
(Unaudited)
(Stated in U.S. Dollars)


3.

SIGNIFICANT ACCOUNTING POLICIES (Continued)

       
g)

Fair Value of Financial Instruments

       

Statement of Financial Accounting Standards (SFAS) No. 107, “Disclosure About Fair Value of Financial Instruments,” requires the Company to disclose, when reasonably attainable, the fair market value of its assets and liabilities which are deemed to be financial instruments. The carrying amounts and estimated fair value of the Company’s financial instruments approximate their fair value due to the short-term nature.

       
h)

Foreign Currency

       

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

       
i)

Revenue Recognition

       
i)

Oil and Gas Revenues

       

The Company recognizes oil and gas revenues from its interests in producing wells as oil and gas is produced and sold from these wells. The Company has no gas balancing arrangements in place.

       
ii)

Worldbid Operations

       

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

       

Subscriptions received in advance for access to the Company’s website services are recognized as income over the period of the subscriptions.

       
j)

Comprehensive Income (Loss)

       

The Company’s accumulated other comprehensive loss consists of the accumulated foreign currency translation adjustments.

F-14


ROYALITE PETROLEUM COMPANY INC.
(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

OCTOBER 31 , 2007
(Unaudited)
(Stated in U.S. Dollars)


3.

SIGNIFICANT ACCOUNTING POLICIES (Continued)

     
k)

Earnings (Loss) Per Share

     

The Company follows SFAS No. 128, “Earnings Per Share” and SFAS No. 150, “Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity,” which establish standards for the computation, presentation and disclosure requirements for basic and diluted earnings per share for entities with publicly-held common shares and potential common stock issuances. Basic earnings (loss) per share are computed by dividing net income by the weighted average number of common shares outstanding. In computing diluted earnings per share, the weighted average number of shares outstanding is adjusted to reflect the effect of potentially dilutive securities, such as stock options and warrants. Common stock equivalent shares are excluded from the computation if their effect is antidilutive.

     
l)

Research and Development

     

All research and development expenditures during the period have been charged to operations.

     
m)

Income Taxes

     

The Company accounts for its income taxes in accordance with SFAS No. 109, “Accounting for Income Taxes,” which requires recognition of deferred tax assets and liabilities for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

     
n)

Stock-Based Compensation

     

The Company accounts for stock based employee and director compensation arrangements in accordance with provisions of Financial Accounting Standard (SFAS) No. 123R, “Share Based Payment”. SFAS No. 123(R) requires companies to measure all employee stock based compensation awards using a fair value method and record such expense in their consolidated financial statements. The Company adopted SFAS No. 123(R) on a prospective basis on December 2, 2005

     

Stock based compensation arrangements for non-employees are recorded at fair value as the services are provided and the compensation earned.

F-15


ROYALITE PETROLEUM COMPANY INC.
(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

OCTOBER 31 , 2007
(Unaudited)
(Stated in U.S. Dollars)


3.

SIGNIFICANT ACCOUNTING POLICIES (Continued)

     
o)

Segmented Information

     

The Company discloses segmented information in accordance with SFAS No. 131, “Disclosures about Segments of an Enterprise and Related Information,” which uses a management approach to determine reportable segments. The Company currently operates its business in the USA and Canada.

     
p)

Expenses of Offering

     

The Company accounts for specific incremental costs directly to a proposed or actual offering of securities as a direct charge against the gross proceeds of the offering.

     
q)

Reclassification

     

Certain reclassifications have been made to the prior year’s financial statements to conform to the current year’s presentation

     
r)

New Accounting Pronouncements

     

In May 2005, the FASB issued SFAS No. 154, “Accounting Changes and Error Corrections.” This statement applies to all voluntary changes in accounting principle and to changes required by an accounting pronouncement that do not include explicit transition provisions. SFAS No. 154 requires that changes in accounting principle be retroactively applied, instead of including the cumulative effect in the income statement. The correction of an error will continue to require financial statement restatement. A change in accounting estimate will continue to be accounted for in the period of change and in subsequent periods, if necessary. SFAS No. 154 is effective for fiscal years beginning after April 30, 2006. The Company does not expect the adoption of SFAS No. 154 to have a material impact on its financial position, results of operations or cash flows.

     

In February 2006, the FASB issued SFAS No. 155, “Accounting for Certain Hybrid Financial Instruments,” which amends SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities,” and SFAS No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities.” SFAS No. 155 permits fair value measurement for any hybrid financial instrument that contains an embedded derivative that otherwise would require bifurcation, establishes a requirement to evaluate interests in securitized financial assets to identify interests that are freestanding derivatives or hybrid financial instruments containing embedded derivatives . The Company does not expect the adoption of SFAS No. 155 to have a material impact on its financial position, results of operations or cash flows.

F-16


ROYALITE PETROLEUM COMPANY INC.
(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

OCTOBER 31 , 2007
(Unaudited)
(Stated in U.S. Dollars)


3.

SIGNIFICANT ACCOUNTING POLICIES (Continued)

     
r)

New Accounting Pronouncements (Continued)

     

In March 2006, the FASB issued SFAS No. 156, “Accounting for Servicing of Financial Assets,” which amends SFAS No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities.” SFAS 156 may be adopted as early as January 1, 2006, for calendar year-end entities, provided that no interim financial statements have been issued. Those not choosing to early adopt are required to apply the provisions as of the beginning of the first fiscal year that begins after September 15, 2006 (e.g., January 1, 2007, for calendar year-end entities). The intention of this statement is to simplify accounting for separately recognized servicing assets and liabilities, such as those common with mortgage securitization activities, as well as to simplify efforts to obtain hedge-like accounting. Specifically, the FASB said SFAS No. 156 permits a servicer using derivative financial instruments to report both the derivative financial instrument and related servicing asset or liability by using a consistent measurement attribute, or fair value. The Company does not expect the adoption of SFAS No. 156 to have a material impact on its financial position, results of operations or cash flows.

     

In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements," to define fair value, establish a framework for measuring fair value in accordance with generally accepted accounting principles, and expand disclosures about fair value measurements. SFAS No. 157 will be effective for fiscal years beginning after November 15, 2007. The Company intends to adopt the standard at commencement of its next fiscal year, May 1. 2008. The Company is currently evaluating what effect, if any, the adoption of SFAS No. 157 will have on the Company's consolidated results of operations and financial position.

     

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities”. SFAS No. 159 permits an entity to irrevocably elect fair value on a contract-by-contract basis as the initial and subsequent measurement attribute for many financial assets and liabilities and certain other items including insurance contracts. Entities electing the fair value option would be required to recognize changes in fair value in earnings and to expense upfront cost and fees associated with the item for which the fair value option is elected. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007. Early adoption is permitted as of the beginning of a fiscal year that begins on or before November 15, 2007, provided the entity also elects to apply the provisions of SFAS No. 157, Fair Value Measurements. The Company intends to adopt the standard at commencement of its next fiscal year, May 1. 2008. The Company is currently evaluating the impact of adopting SFAS No. 159 on its financial condition and results of operations.

F-17


ROYALITE PETROLEUM COMPANY INC.
(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

OCTOBER 31 , 2007
(Unaudited)
(Stated in U.S. Dollars)


3.

SIGNIFICANT ACCOUNTING POLICIES (Continued)


  r)

New Accounting Pronouncements (Continued)

In June 2007, the FASB issued EITF Issue No. 07-03, “Accounting for Non-Refundable Advance Payments for Goods or Services to Be Used in Future Research and Development Activities” ( "EITF 07-03"). EITF 07-03 provides guidance on whether non-refundable advance payments for goods that will be used or services that will be performed in future research and development activities should be accounted for as research and development costs or deferred and capitalized until the goods have been delivered or the related services have been rendered. EITF 07-03 is effective for fiscal years beginning after December 15, 2007. The Company does not expect adoption of this standard to have a significant impact on the Company's financial position and results of operations.

4.

ACQUISITION

   

On February 28, 2007, the Company acquired 100 percent of the outstanding common stock of Worldbid Corporation by way of a “triangular merger” accounted for as a capital transaction.

   

The following table summarizes the fair value of assets acquired and liabilities assumed at the date of the acquisition, February 28, 2007:


     Cash and cash equivalents $  4,038,375  
     Receivables   6,602  
     Deposits   30,646  
     Equipment   4,941  
Total assets acquired   4,080,564  
       
     Accounts payable and accrued      
              liabilities   117,429  
     Due to related parties   21,680  
     Deferred income   15,925  
     Notes payable   20,000  
Total liabilities assumed   175,034  
       
Net Assets Acquired $  3,905,530  

F-18


ROYALITE PETROLEUM COMPANY INC.
(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

OCTOBER 31 , 2007
(Unaudited)
(Stated in U.S. Dollars)


5.

PROPERTY AND EQUIPMENT

   

Property and equipment consists of the following:


      OCTOBER 31     APRIL 30  
      2007     2007  
               
  Computer equipment and software $  8,427   $  8,427  
  Support equipment   13,052     13,052  
         Less: Accumulated depreciation   (5,805 )   (3,049 )
    $  15,674   $  18,430  

6.

LICENSE RIGHTS

   

License rights consist of the following:


      OCTOBER 31     APRIL 30  
      2007     2007  
               
  Licensing rights $  3,000   $  3,000  
         Less: Accumulated depreciation   (301 )   (201 )
    $  2,699   $  2,799  

7.

UNPROVEN OIL AND GAS PROPERTIES

   

Unproven oil and gas properties consist of the following:


      OCTOBER 31     APRIL 30  
      2007     2007  
               
  Acquisition costs $  2,540,111   $  2,413,684  
         Less: Write off of abandoned property   (92,000 )   -  
      2,448,111     2,413,684  
               
  Exploration costs   2,893,807     2,250,118  
         Less: Write off of cost on abandoned well   (2,849,313 )   (2,250,118 )
      44,494     -  
               
    $  2,492,605   $  2,413,684  

On March 3, 2006 the Company acquired oil and gas leases from the Bureau of Land Management (BLM) representing a 100% working interest in 6 parcels totaling 10,127 acres situated in the Piute and Sanpete Counties of Utah. The Company has paid the BLM a total of $288,510 for the lease acquisition costs.

F-19


ROYALITE PETROLEUM COMPANY INC.
(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

OCTOBER 31 , 2007
(Unaudited)
(Stated in U.S. Dollars)


7.

UNPROVEN OIL AND GAS PROPERTIES (Continued)

   

On July 25, 2006 the Company acquired an oil and gas lease from a private land owner representing a 100% working interest in approximately 1,326 acres in Piute County, Utah. The lease continues for 5 years with an option to extend the lease for another 5 years at 150% of the original payment.

   

The contract includes royalties of 1/8 th of the gross oil production proceeds from any well on the property each year, payable monthly. The Company paid the private land owner $12,030 for the lease acquisition costs.

   

On August 15, 2006 the Company acquired oil and gas leases from the BLM representing a 100% working interest in 17 parcels totaling 19,913 acres situated in the Piute, Sanpete and Wayne Counties of Utah. The Company paid the BLM a total of $1,063,091 for the lease acquisition costs.

   

On September 1, 2006 the Company acquired oil and gas leases from the State of Utah representing a 100% working interest in 8 parcels totaling 3,094 acres situated in Piute County, Utah. The Company paid the State of Utah a total of $180,157 for the lease acquisition costs.

   

On November 21, 2006 the Company acquired oil and gas leases from the BLM representing a 100% working interest in 4 parcels totaling 3,379 acres situated in Piute County, Utah. The Company paid the BLM a total of $161,435 for the lease acquisition costs.

   

On January 30, 2007 the Company acquired oil and gas leases from the State of Utah representing a 100% working interest in 5 parcels situated in Piute County, Utah. The Company paid the State of Utah a total of $34,432 for the lease acquisition costs.

   

On February 7, 2007 the Company acquired oil and gas leases from the BLM representing a 100% working interest in 5 parcels totaling 9,300 acres situated in Piute County, Utah. The Company paid the BLM a total of $13,952 for the lease acquisition costs.

   

On February 19, 2007 the Company acquired an undivided 2.5% mineral royalty interest to all oil and gas produced and sold off land under the existing oil and gas lease agreement dated May 23, 2005 between Crazy R Ranch, Inc and Silver Summit, L.C., and all extensions thereafter. Aforementioned lease from the Crazy R Ranch represents a 100% working interest in 9 parcels totaling 298 acres situated in Sevier County, Utah. The Company paid Crazy R. Ranch $200,000 for the mineral royalty interest.

   

On February 20, 2007 the Company acquired oil and gas leases from the BLM representing a 100% working interest in 11 parcels totaling 18,631 acres situated in Piute County, Utah. The Company paid the BLM a total of $301,943 for the lease acquisition costs.

F-20


ROYALITE PETROLEUM COMPANY INC.
(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

OCTOBER 31 , 2007
(Unaudited)
(Stated in U.S. Dollars)


7.

UNPROVEN OIL AND GAS PROPERTIES (Continued)

   

From October 1, 2006 to April 30, 2007, the Company executed 34 oil and gas leases with private land owners, representing a 100% working interest in approximately 11,836 gross acres situated in the Piute, Garfield and Iron Counties of Utah. The Company paid the private land owners $158,134 for the lease acquisition costs.

   

Lease terms are for 5 years, with an option to extend for an additional 5 years. There are no future payment obligations on the leases.

   

From May 1, 2007 to October 31, 2007, the Company capitalized $44,494 in engineering costs related to regulatory reporting and filing, and the mapping, surveying, permitting and site release of future planned well drilling locations.

   

On September 28, 2007, the Company renewed oil and gas leases with the BLM representing a 100% working interest in 17 parcels totaling 19,913 acres situated in the Piute, Sanpete and Wayne Counties of Utah. The Company paid the BLM a total of $29,876 for the annual lease costs.

   

On October 1, 2007, the Company renewed oil and gas leases with the State of Utah representing a 100% working interest in 8 parcels totaling 2,815 acres situated in Piute County, Utah. The Company paid the State of Utah a total of $4,551 for the annual lease costs.

   

On October 1, 2007, Royal Petroleum Company Inc. (the “Company”) entered into a Letter Agreement (the “Letter Agreement”) with Central Utah Lease Acquisition, L.P., a Utah Limited Partnership (“CULA”), whereby CULA granted the Company an option to purchase 62.5% of CULA’s interest in an oil and gas project known as the Keystone Project. The Keystone Project is located in Sanpete, Juab, and Severe Counties, Utah and consists of 66,700 net leasehold acres, with a combined net revenue interest of 80%. If the Company exercises the option, of which there is no assurance, the Company will have an opportunity to earn approximately 41,688 net leasehold acres. In consideration for this option, the Company issued to CULA 200,000 shares of common stock. In order to exercise this option, the Company must provide CULA with a written notice of exercise on or before November 21, 2007.

   

If the Company exercises its option, the parties will enter into a formal agreement for the purchase of 62.5% of CULA’s interest in the Keystone Project with the following principal terms and conditions:


  (a)

To purchase the interest in the Keystone Project, the Company will pay and issue the following consideration to CULA:


  (i)

$1,500,000 in cash on or before November 26, 2007 (the “Keystone Closing Date”);

F-21


ROYALITE PETROLEUM COMPANY INC.
(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

OCTOBER 31 , 2007
(Unaudited)
(Stated in U.S. Dollars)


7.

UNPROVEN OIL AND GAS PROPERTIES (Continued)


  (ii)

7,300,000 shares of the Company’s common stock on or before the Keystone Closing Date. The Company will grant CULA piggyback registration rights in respect of the shares issued. If the Company has not filed a registration statement to register the shares on or before May 1, 2008, the Company, at its own expense, will file a registration statement to register the shares;

     
  (iii)

$2,260,000 in cash on or before December 31, 2007;

     
  (iv)

$2,500,000 in cash on or before June 15, 2008;

     
  (v)

$2,500,000 in cash on or before December 15, 2008; and

     
  (vi)

$2,500,000 in cash on or before June 15, 2009.


  (b)

The Company will also be required to drill two oil and/or gas wells within a specified area of the Keystone Project and to carry CULA as a 25% working interest owner through the completion or plugging of those wells (the “Carried Wells”).

Upon exercise of the option, the Company and CULA will also enter into an operating agreement to further develop the Keystone Project. Under the terms of the proposed operating agreement, the Company will be the operator and CULA will be a non-operator of the Keystone Project. A condition of the proposed operating agreement is that Clayton Williams Energy Inc. (“CWEI”) must agree to be a party to the operating agreement. CWEI owns an undivided 50% working interest in an area covering approximately 30,000 gross acres located on the southern portion of the Keystone Project. In the event that CWEI is unwilling or unable to enter into the operating agreement on or before the Keystone Closing Date and both the Company and CULA are prepared to close the transaction, then the parties agree that the terms of the Letter Agreement shall be extended until CWEI’s signature has obtained

Subsequent to the October 31, 2007, the Company failed to meet the conditions for the closing of the letter agreement, and the fair value of the 200,000 common shares issued of $92,000 has been written off in the period. The Company is currently in the process of renegotiating the agreement with CULA.

F-22


ROYALITE PETROLEUM COMPANY INC.
(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

OCTOBER 31 , 2007
(Unaudited)
(Stated in U.S. Dollars)


8.

LOANS PAYABLE – RELATED PARTIES

   

Loans payable comprise the following:


      OCTOBER 31     APRIL 30  
      2007     2007  
               
  Amount due to a director, is unsecured, payable            
     on demand and bears interest at 10% per            
     annum. $  21,680   $  21,680  
  Amount due to significant shareholder,            
     unsecured, payable on demand and non   15,000     -  
     interest bearing            
               
    $  36,680   $  21,680  

9.

NOTES PAYABLE

       

Notes payable of $20,000 (April 30, 2007 - $20,000) are due upon demand, bear interest at 15% per annum, payable annually, and are secured by a general security agreement over the assets of Royalite Petroleum Company Inc. and by a subordination of intercompany debt between Royalite Petroleum Company Inc and Worldbid Networks Inc.

       
10

STOCKHOLDERS’ EQUITY

       
a)

Common and Preferred Stock:

       

As of October 31, 2007, there were 37,107,270 shares of common stock outstanding and zero shares of preferred stock outstanding. Outstanding shares of common stock consists of the following:

       
i)

On February 8, 2006, the Company issued 18,000,000 shares of common stock to five individuals for cash at $0.001 per share.

       
ii)

On February 8, 2006, the Company issued 3,000,000 shares of common stock for licensing rights at $0.001 per share.

       
iii)

On March 2, 2006, the Company issued 2,000,000 shares of common stock to seven individuals for cash at $0.10 per share.

       
iv)

On March 3, 2006, the Company issued 100,000 shares of common stock to an individual for cash at $0.10 per share.

       
v)

On April 30, 2006, the Company issued 1,860,667 shares of common stock to 24 individuals for cash at $0.30 per share.

F-23


ROYALITE PETROLEUM COMPANY INC.
(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

OCTOBER 31 , 2007
(Unaudited)
(Stated in U.S. Dollars)


10

STOCKHOLDERS’ EQUITY (Continued)


  vi)

On February 28, 2007, the Company issued 10,914,603 shares of common stock pursuant to the completion of the merger with Worldbid.

     
  vii)

On March 23, 2007, the Company issued 1,032,000 units at a price of $1.50 per unit, each unit consisting of one share of common stock and one half of one share purchase warrant. Each whole warrant entitles the holder to purchase on additional share of common stock at a price of $1.75 per share, for a one year period from the date of issuance of the units. The Company recorded a discount of $763,800 to reflect the difference between the offering price and the market price on the date the offering was entered into.

     
  viii)

On October 12, 2007, the Company issued 200,000 common shares pursuant to an oil and gas property agreement.


  b)

Share Purchase Warrants

     
 

As at October 31, 2007, share purchase warrants are outstanding for the purchase of commons shares as follows:


          EXERCISE              
NUMBER         PRICE              
OF         PER           EXPIRY  
SHARES         SHARE           DATE  
                         
1,740,081       $  0.85           January 31, 2008  
715,017         1.75           February 15, 2008  
516,000         1.75           March 23, 2008  

11.

COMMITMENTS AND CONTINGENCIES

     
a)

Commitments

     

The Company has operating leases for its offices. Future minimum lease payments under the operating leases for the facilities are as follows:


2008 $  12,600  

F-24


ROYALITE PETROLEUM COMPANY INC.
(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

OCTOBER 31 , 2007
(Unaudited)
(Stated in U.S. Dollars)


11.

COMMITMENTS AND CONTINGENCIES (Continued)

     
b)

Contingencies

     

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

     

On September 13, 2007, the Company was served with notice of a claim filed against us in the Colorado District Courts by DHS Drilling Company (“DHS”). DHS has claimed that we are indebted to them in the amount of $555,802 on account of materials and services provided by them in connection with the drilling of the Royalite State 16-1 Well. As at October 31, 2007, the Company had provided for costs of $555,802 in relation to this claim. The Company has not yet had an opportunity to assess the merits of DHS’ action and are in the process of consulting with legal counsel.

     
12.

RELATED PARTY TRANSACTIONS

     
a)

Included in accounts payable is $12,920 (April 30, 2007 - $5,836) due to directors of the Company. The amount is unsecured and without specified terms of repayment.

     
b)

During the six month period ended October 31, 2007 and 2006, the Company accrued or was charged the following amounts by directors, and companies with a common director or officer:


      OCTOBER 31  
      2007     2006  
  Income Statement Items            
               
  Consulting fees $  55,000   $ 64,000  
  Interest expense   1,084     -  
  Management fees   60,000     -  
               
    $  116,084   $ 64,000  

F-25


ROYALITE PETROLEUM COMPANY INC.
(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

OCTOBER 31 , 2007
(Unaudited)
(Stated in U.S. Dollars)


13.

SEGMENTED INFORMATION

     

The Company currently operates in two geographic and business segments as follows:

     
a)

the oil and gas industry (USA) and;

b)

the online business-to-business industry (Canada).

Details on a geographic basis of the assets, liabilities and loss for the period at October 31, 2007 and 2006 are as follows:

  October 31, 2007   USA     Canada     Total  
                     
  Assets $  2,632,630   $  83,335   $  2,715,965  
  Liabilities $  907,013   $  189,555   $  1,096,568  
  Loss for the period $  948,186   $  165,981   $  1,114,167  

  October 31, 2006   USA     Canada     Total  
                     
  Assets $  1,927,175   $  -   $  1,927,175  
  Liabilities $  1,813,915   $  -   $  1,813,915  
  Loss for the period $  479,855   $  -   $  479,855  

F-26


ITEM 2.                MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

FORWARD LOOKING STATEMENTS

The information in this discussion contains forward-looking statements. These forward-looking statements involve risks and uncertainties, including statements regarding our capital needs, business strategy and expectations. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expect,” “plan,” “intend,” “anticipate,” “believe,” estimate,” “predict,” “potential” or “continue,” the negative of such terms or other comparable terminology. Actual events or results may differ materially. In evaluating these statements, you should consider various factors, including the risks discussed below, and, from time to time, in other reports we file with the United States Securities and Exchange Commission (the “SEC”), including our Annual Report on Form 10-KSB for the year ended April 30, 2007 filed with the SEC on September 11, 2007. These factors may cause our actual results to differ materially from any forward-looking statement.

As used in this Quarterly Report on Form 10-QSB, the terms "we,” "us,” "our,” “Royalite” and the “Company” mean Royalite Petroleum Company Inc. and its subsidiaries unless otherwise indicated. All dollar amounts in this Quarterly Report are in U.S. dollars unless otherwise stated.

OVERVIEW

We are an oil and gas exploration company with our current exploration activities concentrated along the Utah Hingeline Trend of South-Central Utah. To date we have leased 67,025 net acres covering 69,759 gross acres along the four main Hingeline faults located within a five county area of Southern Utah. We do not currently own any productive wells or developed acreage and we have not yet discovered any proven oil or gas reserves on any of our properties.

We also own and operate an international business-to-business and government-to-business facilitation service, which combines proprietary software with the power of the Internet to bring buyers and sellers together from around the world for interactive trade (the “Worldbid Operations”). We have designed our Worldbid.com Internet website to enable companies throughout the world to procure, source (buy) and tender (sell) products and services nationally and internationally. Our Worldbid Operations are operated through our wholly owned subsidiary, Worldbid International Inc. (formerly Worldbid Canada Corporation).

RECENT DEVELOPMENTS

The following significant corporate developments have occurred since the completion of our fiscal quarter ended July 31, 2007:

1.

Effective August 1, 2007, we entered into a consulting agreement with Kapco Consultants Corp. (“Kapco”), pursuant to which Kapco has agreed to provide us with certain investor relations and financial advisory services. In exchange for their services, we have agreed to pay Kapco a monthly fee of $6,000 per month. The agreement may be terminated by either party with 60 days prior written notice.

   
2.

On September 13, 2007, we were served with notice of a claim filed against us in the Colorado District Courts by DHS Drilling Company (“DHS”). DHS has claimed that we are

3



indebted to them in the amount of $555,801.86 on account of materials and services provided by them in connection with the drilling of the Royalite State 16-1 Well. We have filed a defence and are in discussion with DHS to resolve the claim. A court date is scheduled for September 2008 if this matter cannot be resolved prior to that date.

   
3.

On October 1, 2007, we entered into a Letter Agreement (the “Letter Agreement”) with Central Utah Lease Acquisition, L.P., a Utah Limited Partnership (“CULA”), whereby CULA granted us an option to purchase 62.5% of CULA’s interest in an oil and gas project known as the Keystone Project. The Keystone Project is located in Sanpete and Juab Counties, Utah and consists of 66,700 net leasehold acres, with a combined net revenue interest of 80%. If we exercise the option, of which there is no assurance, we will have an opportunity to earn approximately 41,688 net leasehold acres. In consideration for this option, we have issued to CULA 200,000 shares of our common stock. The shares were issued pursuant to Rule 506 of Regulation D of the Securities Act of 1933 (the “Securities Act”). CULA has represented to us that it is an “accredited investor” as defined under Rule 501 of Regulation D. On November 21, 2007, our option to acquire 62.5% of CULA’s interest in the Keystone Project expired.

   
4.

On October 2, 2007, we signed an Amended Letter of Intent dated (the “Letter of Intent”) with Twilight Resources, LLC (“Twilight”) setting out the proposed terms under which we will acquire an undivided 50% of Twilight’s leasehold interest in a project known as the Green River Prospect. The Green River Prospect is located in Grand and Emery Counties, Utah and consists of approximately 6,216 net leasehold acres, with a combined net revenue interest of 80%. On November 20, 2007, the Letter of Intent expired as the parties were unable to reach a formal agreement. We are attempting to negotiate an extension to acquire the leasehold interest in the Green River Prospect. There is no assurance that the negotiations will be successful.

   
5.

On November 30, 2007, we entered into a Consulting Agreement (the “Consulting Agreement”) with CRG Partners, Inc. (“CRG”) to provide us with certain services including shareholder information and public relations. The Consulting Agreement is for a term of six (6) months.

   

In consideration for CRG’s services, we have has issued 100,000 shares of common stock to CRG. The shares were issued pursuant to Rule 506 of Regulation D of the Securities Act of 1933 (the “Securities Act”). CRG has represented to us that it is an “accredited investor” as defined under Rule 501 of Regulation D.

   
6.

On December 4, 2007, our board of directors approved an offering of up to $250,000 of 8% convertible notes. The convertible notes will be due on December 31, 2009 and will bear interest at 8% per annum payable annually and will be issued in reliance of exemptions from applicable securities laws. There is no assurance that the offering of convertible notes will be completed on the above terms or at all.

PLAN OF OPERATION

We do not currently have sufficient capital resources to meet all of the anticipated costs of our plan of operation for the next twelve months. As such, our ability to complete the plan of operation for our oil and gas exploration activities and pay for the ongoing costs of operating our Worldbid Operations is dependent upon our ability to obtain additional financing. The following summarizes our plan of operation for both our oil and gas exploration activities and our Worldbid Operations. In

4


addition to the costs of pursuing our plan of operation, during the next twelve months we expect to spend approximately $340,000 on management fees, an aggregate of $100,000 on legal and accounting expenses, and an additional $60,000 on general administrative expenses.

Oil and Gas Exploration Activities

Our oil and gas exploration and development operations have been suspended pending our ability to obtain additional financing. The oil and gas exploration and development activities that we engage in over the next twelve months will depend upon the amount of financing that we are able to obtain, and may involve:

(a) Drilling exploratory wells on the properties to which we have secured oil and gas leases; and

(b) Conducting seismic surveys.

Worldbid Operations

Our management has determined that the Worldbid Operations no longer form a part of our core business. Although we intend to continue our Worldbid Operations at this time, we do not intend to spend additional financial resources on further developing those operations. We intend to focus our efforts and financial resources on developing our oil and gas operations and are considering our options with respect to the Worldbid Operations.

RESULTS OF OPERATIONS

The merger with Royalite Petroleum Corp. (“Royalite Corp.”) has been treated as a “reverse merger” for accounting purposes. As a result, Royalite Corp. has been treated as the acquiring entity for accounting and financial reporting purposes. As such, our consolidated financial statements will be presented as a continuation of the operations of Royalite Corp. and not Royalite Petroleum Company Inc. (formerly Worldbid Corporation). The operations of Royalite Petroleum Company Inc. are included in the consolidated statement of operations from the effective date of the merger, February 28, 2007.

Second Quarter and Six Months Summary

  Second Quarter Ended Percentage   Six Months Ended Percentage
  October 31, Increase /   October 31, Increase /
      (Decrease)       (Decrease)
  2007 2006     2007 2006  
Revenue $54,248 $- n/a   $113,555 $- n/a
Operating (189,226) (296,927) (36.3)%   (1,128,742) (479,855) 135.2%
Expenses              
Other Expenses (94,216) - n/a   (98,980) - n/a
Net Loss $(229,894) $(296,927) (22.6)%   $(1,114,167) $(479,855) 132.2%

5


Revenues

Our revenues are generated solely from our Worldbid Operations. As discussed above, revenues from our Worldbid Operations have been included in the Consolidated Statements of Operations included with this Quarterly Report from February 28, 2007, the effective date of our acquisition of Royalite Corp. Revenues from our Worldbid Operations for the six months ended October 31, 2007 were $113,555. Revenues from our Worldbid Operations for the six months ended October 31, 2006 were $164,594.

Our primary sources of revenues during the six months ended October 31, 2007 were membership subscriptions to our Worldbid websites and fees received from our strategic partnership arrangements. We did not earn any revenue from data mining sources during the period.

Our revenues from our Worldbid Operations for the six months ended October 31, 2007 declined by approximately $26,282 or 18.8% from the six months ended October 31, 2006. Over the last year, we have decreased the amount that we spend on advertising our Worldbid websites and network. This, in turn, has resulted in a decrease in our revenues. We do not intend to significantly increase the amount that we spend on advertising for our Worldbid Operations during the next twelve months. As a result, the decrease in our Worldbid revenues is expected to be permanent.

We do not anticipate earning revenue from our oil and gas exploration activities in the near future.

Operating Expenses

The major components of our expenses for the quarter are outlined in the table below:

  Three Months Ended Percentage   Six Months Ended Percentage
  October 31, Increase /   October 31, Increase /
      (Decrease)       (Decrease)
  2007 2006     2007 2006  
               
Oil and Gas Exploration $(12,805) $44,647 (128.7)%   $586,390 $117,750 398.0%
Expenses              
               
Selling, General and 200,603 251,401 (20.2)%   539,496 361,035 49.4%
Administrative Expenses              
               
Depreciation and 1,428 879 62.5%   2,856 1,070 166.9%
Amortization              
               
Total Expenses $189,226 $296,927 (36.3)%   $1,128,742 $479,855 135.2%

The additional oil and gas exploration expenses for the six months ended October 31, 2007 relate primarily to the cost of our exploratory drilling operations on the Royalite State 16-1 Well, our first exploratory well.

Selling and administrative expenses related to our operations for the six months ended October 31, 2007 were $539,496, as compared to $361,035 for the six months ended October 31, 2006. This increase in selling, general and administrative expenses were primarily due to (i) additional legal and accounting fees related to the merger with Royalite Corp.; (ii) the increase in officers’ remuneration for the six months ended October 31, 2007 as compared to 2006; and (iii) the rise of the Canadian dollar against the US dollar has increased Worldbid’s day-to-day operating costs.

6


Subject to our ability to obtain additional financing, we expect that our total operating expenses will continue to increase in the foreseeable future as we proceed with our oil and gas exploration and development activities.

LIQUIDITY AND CAPITAL RESOURCES

Cash Flows    
  Six Months ended Six Months ended
  October 31, 2007 October 31, 2006
Cash Flows used in Operating Activities $(556,426) $(487,720)
Cash Flows used in Investing Activities $(678,116) $(1,294,319)
Cash Flows from Financing Activities $15,000 $1,669,131
Net Increase (decrease) in Cash During Period $(1,219,542) $(112,908)

Working Capital      
      Percentage
      Increase /
  At October 31, 2007 At April 30, 2007 (Decrease)
Current Assets $146,325 $1,444,685 (89.9)%
Current Liabilities $(1,096,568) $(1,290,574) (15.0)%
Working Capital Surplus (Deficit) $(950,243) $(154,111) 516.6%

We have two credit card facilities which require an aggregate security deposit of approximately $31,000, which we continue to maintain. These security deposits must be maintained by us in order to cover credit card charge-backs. Credit card charge backs are amounts that are billed, and paid by, the credit card company where the owner of the credit card later claims that it was used without his or her authorization. In the event of a credit card charge-back, we are required to reimburse the funds advanced to us by the credit card company.

As of October 31, 2007, we had cash on hand of $106,208 and a working capital deficit of $950,243.

During the quarter ended October 31, 2007, we recorded a net loss of $229,894. We do not anticipate earning revenues from our oil and gas activities in the near future and, to date, we have not earned sufficient revenues from our Worldbid Operations to cover the costs of our operations. Accordingly, we will require additional outside financing in order to carryout our intended oil and gas exploration and development activities for the next twelve months and to maintain our Worldbid Operations. We will also require additional financing in order to pay our current liabilities as they come due. If we fail to repay our creditors or fail to make satisfactory arrangements to extend our current liabilities, our business could fail.

Historically, we have been dependent on sales of equity securities, issuances of convertible debt securities, and related party loans as sources of financing. As of October 31, 2007, we owed a total of $21,680 to Logan B. Anderson, currently our Chief Financial Officer, Treasurer and Secretary and a member of our Board of Directors. The amounts owed to Mr. Anderson bear interest at a rate of 10% per annum, are unsecured and due on demand. There are no assurances

7


that we will be able to obtain additional financing from these sources in the future. We do not currently have any underwriting, long-term debt financing or other financing arrangements in place.

OFF-BALANCE SHEET ARRANGEMENTS

None.

CRITICAL ACCOUNTING POLICIES

The preparation of financial statements in conformity with generally accepted accounting principles requires our management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Our management routinely makes judgments and estimates about the effects of matters that are inherently uncertain.

We have identified certain accounting policies, described below, that are most important to the portrayal of our current financial condition and results of operations. Our significant accounting policies are disclosed in Note 1 to the audited financial statements included in our Annual Report on Form 10-KSB, filed with the SEC on September 11, 2007.

Revenue Recognition

(i)

Oil and Gas Revenues – We recognize oil and gas revenues from our interests in producing wells as oil and gas is produced and sold from these wells. We have no gas balancing arrangements in place.

   
(ii)

Worldbid Operations – We earn revenue by selling subscriptions to our service, advertising on email communications to businesses using our website services, direct advertising by businesses on our website and from data sales to consumer oriented companies. Revenue is recognized once the service or product is delivered. Subscriptions received in advance for access to our website services are recognized as income over the period of the subscriptions.

Oil and Gas Exploration Activities

We follow the full cost method of accounting for oil and gas operations, whereby all costs associated with the exploration for, and development of, oil and gas reserves, whether productive or unproductive, are capitalized. Internal costs are capitalized only if they can be directly identified with acquisition, exploration or development activities.

Expenditures that are considered unlikely to be recovered are written off. On a quarterly basis, our Board of Directors assess whether or not there is an asset impairment. The current oil and gas exploration and development activities are considered to be in the exploration stage.

The costs of unproven leases that become productive are reclassified to proved properties when proven reserves are discovered in the property. Unproven oil and gas interests are carried at original acquisition costs, including filing and title fees. Depreciation and depletion of the capitalized costs for producing oil and gas properties will e proved by the unit-of-production method based on proven oil and gas reserves.

8


Abandonment of properties are recognized as an expense in the period of abandonment and accounted for as adjustments of capitalized costs.

Ceiling Test . Under the full-cost accounting rules, capitalized costs included in the full-cost pool, net of accumulated depreciation, depletion and amortization (DD&A), cost of unevaluated properties and deferred income taxes, may not exceed the present value of our estimated future net cash flows from proved oil and gas reserves, discounted at 10%, plus the lower of cost or fair value of unproved properties included in the costs being amortized, net of related tax effects. These rules generally require that, in estimating future net cash flow, we assume that future oil and gas production will be sold at the unescalated market price for oil and gas received at the end of each fiscal quarter and that future costs to produce oil and gas will remain constant at the prices in effect at the end of the fiscal quarter. We are required to write-down and charge to earnings the amount, if any, by which these costs exceed the discounted future net cash flows, unless prices recover sufficiently before the date of our financial statements. Given the volatility of oil and gas prices, it is likely that our estimates of discounted future net cash flows from proved oil and gas reserves will change in the near term. If oil and gas prices decline significantly, even if only for a short period of time, it is possible that writedowns of oil and gas properties could occur in the future.

RISKS AND UNCERTAINTIES

Risks Relating to the Company

If we do not obtain additional financing, our business will fail.

Our current revenues are not sufficient to pay for our anticipated operating expenses. In addition, our cash reserves are minimal and we have a substantial working capital deficit. Accordingly, we will require additional financing in order to complete our plan of operation for our oil and gas activities, meet the ongoing costs of operating the Worldbid Operations, and satisfy our existing creditors. In addition, we may not be able to make the required rental payments on our existing oil and gas leases when they become due. If we fail to make the required rental payments when they are due, we may lose our rights under those leases.

We have financed our operations to date from sales of equity securities, the issuance of convertible notes and loans advanced by related parties. However, we do not currently have any agreements in place to obtain additional financing from these, or any other, sources. There is no assurance that we will be able to continue to obtain financing in amounts sufficient to enable us to maintain our business operations. If we are not able to obtain additional financing if and when need, our business could fail.

If we never generate operating profit, then our business will fail.

We have sustained net losses from operations since our inception. We recorded a net loss of $229,894 during the six months ended October 31, 2007 and we expect to incur net losses for the foreseeable future. We may never generate operating profits or, even if we do become profitable from operations at some point, we may be unable to sustain that profitability. We will not be able to achieve operating profits until we generate substantial revenues from our business operations. Our business model is not proven and there is no assurance that we will be able to generate the revenues. If we do not realize significant revenues from our business operations, then our operating expenses will continue to exceed our revenues and we will not achieve profitability.

9


If we are unable to hire and retain key personnel, then we may not be able to implement our business plan.

We depend on the services of our senior management and key technical personnel. In particular, our future success will depend on the continued efforts of our President and Chief Executive Officer, Michael Cass, and our Chief Financial Officer, Logan Anderson. The loss of the services of either of these gentlemen and the further erosion of staff could have an adverse effect on our business, financial condition and results of operations.

The quotation price of our common stock may be volatile, with the result that an investor may not be able to sell any shares acquired at a price equal to or greater than the price paid by the investor.

Our common shares are quoted on the OTC Bulletin Board under the symbol "RYPE.” Companies quoted on the OTC Bulletin Board have traditionally experienced extreme price and volume fluctuations. In addition, our stock price may be adversely affected by factors that are unrelated or disproportionate to our operating performance. Market fluctuations, as well as general economic, political and market conditions such as recessions, interest rates or international currency fluctuations may adversely affect the market price of our common stock. In addition, to date, the trading volume for our shares on the OTC Bulletin Board has been limited. As a result of this potential volatility and potential lack of a trading market, an investor may not be able to sell any of our common stock that they acquire that a price equal or greater than the price paid by the investor.

We may conduct further offerings of our equity securities in the future, in which case your shareholdings will be diluted.

Since our inception, we have been reliant upon sales of our common stock to fund our operations. We may conduct further equity offerings in the future to finance our current projects or to finance subsequent projects that we decide to undertake. If common stock is issued in return for additional funds, the price per share could be lower than that paid by our current stockholders. We anticipate continuing to rely on equity sales of our common stock in order to fund our business operations. If we issue additional stock, your percentage interest in us will be diluted.

Because our stock is a penny stock, stockholders will be more limited in their ability to sell their stock.

The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the Nasdaq system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or quotation system.

Because our securities constitute "penny stocks" within the meaning of the rules, the rules apply to us and to our securities. The rules may further affect the ability of owners of shares to sell our securities in any market that might develop for them. As long as the quotation price of our common stock is less than $5.00 per share, the common stock will be subject to rule 15g-9 under the Exchange Act. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the SEC, that:

1.

contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading;

10



2.

contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements of securities laws;

3.

contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price;

4.

contains a toll-free telephone number for inquiries on disciplinary actions;

5.

defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and

6.

contains such other information and is in such form, including language, type, size and format, as the SEC shall require by rule or regulation.

The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with: (a) bid and offer quotations for the penny stock; (b) the compensation of the broker-dealer and its salesperson in the transaction; (c) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and (d) a monthly account statements showing the market value of each penny stock held in the customer's account. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitably statement. These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our stock.

Risks Relating to Our Oil and Gas Operations

We have no proven reserves or current production and may never have any.

We do not have any proven reserves or current production of oil or gas. There are no assurances that any wells will be completed or, if completed, that such wells will produce oil or gas in commercially profitable quantities.

If we do not find any oil or gas reserves or if we cannot complete the exploration of the mineral reserve, either because we do not have the money to do it or because we will not be economically feasible to do it, we may have to cease operations. Oil and gas exploration is a highly speculative endeavor. It involves many risks and is often non-productive. Even if we are able to find oil and gas reserves on our properties our ability to put those reserves into production is subject to further risks including:

1.

costs of bringing the property into production including exploration work, preparation of production feasibility studies, and construction of production facilities, all of which we have not budgeted for;

2.

availability and costs of financing;

3.

ongoing costs of production; and

4.

environmental compliance regulations and restraints.

The marketability of any oil and gas deposits acquired or discovered may be affected by numerous factors which are beyond our control and which cannot be accurately predicted, such as market fluctuations, the lack of drilling equipment near our oil and gas properties, and such other factors as government regulations, including regulations relating to allowable drilling, production, importing and exporting of oil and gas deposits, and environmental protection.

11


Our oil and gas operations are in the exploration stage with a limited operating history, which may hinder our ability to successfully meet our objectives.

Our oil and gas operations are in the exploration stage with only a limited operating history upon which to base an evaluation of our future prospects. We acquired Royalite Corp. on February 28, 2007 and we do not have an established history of locating and developing properties that have oil and gas reserves. As a result, the revenue and income potential of our oil and gas operations is unproven. In addition, because of our limited operating history, we have limited insight into trends that may emerge and affect our business. We may make errors in predicting and reacting to relevant business trends and will be subject to the risks, uncertainties and difficulties frequently encountered by early-stage companies in evolving markets. We may not be able to successfully address any or all of these risks and uncertainties. Failure to adequately do so could cause our business, results of operations and financial condition to suffer.

The successful implementation of our business plan is subject to risks inherent in the oil and gas business, which if not adequately managed could result in additional losses.

Our oil and gas operations will be subject to the economic risks typically associated with exploration and development activities, including the necessity of making significant expenditures to locate and acquire properties and to drill exploratory wells. In addition, the availability of drilling rigs and the cost and timing of drilling, completing and, if warranted, operating wells is often uncertain. In conducting exploration and development activities, the presence of unanticipated pressure or irregularities in formations, miscalculations or accidents may cause our exploration, development and, if warranted, production activities to be unsuccessful. This could result in a total loss of our investment in a particular well. If exploration efforts are unsuccessful in establishing proved reserves and exploration activities cease, the amounts accumulated as unproved costs will be charged against earnings as impairments.

In addition, in the event that we commence production, of which there are no assurances, market conditions or the unavailability of satisfactory oil and gas transportation arrangements may hinder our access to oil and gas markets and delay production. The availability of a ready market for our prospective oil and gas production depends on a number of factors, including the demand for and supply of oil and gas and the proximity of reserves to pipelines and other facilities. Our ability to market such production depends in substantial part on the availability and capacity of gathering systems, pipelines and processing facilities, in most cases owned and operated by third parties. A failure to obtain such services on acceptable terms could materially harm our business. We may be required to shut in wells for lack of a market or because of inadequacy or unavailability of pipelines or gathering system capacity. If that occurs, we would be unable to realize revenue from those wells until arrangements are made to deliver such production to market.

Our future performance is dependent upon our ability to identify, acquire and develop oil and gas properties, the failure of which could result in under use of capital and losses.

The future performance of our business will depend upon an ability to identify, acquire and develop oil and gas reserves that are economically recoverable. Success will depend upon the ability to acquire working and revenue interests in properties upon which oil and gas reserves are ultimately discovered in commercial quantities, and the ability to develop prospects that contain proven oil and gas reserves to the point of production. Without successful acquisition and exploration activities, we will not be able to develop oil and gas reserves or generate revenues. There are no assurances oil and gas reserves will be identified or acquired on acceptable terms, or that oil and gas deposits will be discovered in sufficient quantities to enable us to recover our exploration and development costs or sustain our business.

12


The successful acquisition and development of oil and gas properties requires an assessment of recoverable reserves, future oil and gas prices and operating costs, potential environmental and other liabilities, and other factors. Such assessments are necessarily inexact and their accuracy inherently uncertain. In addition, no assurance can be given that our exploration and development activities will result in the discovery of any reserves. Operations may be curtailed, delayed or canceled as a result of lack of adequate capital and other factors, such as lack of availability of rigs and other equipment, title problems, weather, compliance with governmental regulations or price controls, mechanical difficulties, or unusual or unexpected formations, pressures and or work interruptions. In addition, the costs of exploration and development may materially exceed our initial estimates.

The geographic concentration of all of our properties in the Utah Hingeline Trend may subject us to an increased risk of loss of revenue or curtailment of production from factors affecting that area.

The geographic concentration of all of our leasehold interests in the Utah Hingeline Trend means all of our properties could be affected by the same event should the region experience severe weather; delays or decreases in production; an unavailability of equipment, facilities or services; delays or decreases in the availability of capacity to transport, gather or process production; or changes in the regulatory environment.

The oil and gas exploration and production industry historically is a cyclical industry and market fluctuations in the prices of oil and gas could adversely affect our business.

Prices for oil and gas tend to fluctuate significantly in response to factors beyond our control. These factors include, but are not limited to:

  (a)

weather conditions in the United States and elsewhere;

  (b)

economic conditions, including demand for petroleum-based products, in the United States and elsewhere;

  (c)

actions by OPEC, the Organization of Petroleum Exporting Countries;

  (d)

political instability in the Middle East and other major oil and gas producing regions;

  (e)

governmental regulations, both domestic and foreign;

  (f)

domestic and foreign tax policy;

  (g)

the pace adopted by foreign governments for the exploration, development, and production of their national reserves;

  (h)

the price of foreign imports of oil and gas;

  (i)

the cost of exploring for, producing and delivering oil and gas; the discovery rate of new oil and gas reserves;

  (j)

the rate of decline of existing and new oil and gas reserves;

  (k)

available pipeline and other oil and gas transportation capacity;

  (l)

the ability of oil and gas companies to raise capital;

  (m)

the overall supply and demand for oil and gas; and

  (n)

the availability of alternate fuel sources.

Changes in commodity prices may significantly affect our capital resources, liquidity and expected operating results. Price changes will directly affect revenues and can indirectly impact expected production by changing the amount of funds available to reinvest in exploration and development activities. Reductions in oil and gas prices not only reduce revenues and profits, but could also reduce the quantities of reserves that are commercially recoverable. Significant declines in prices could result in non-cash charges to earnings due to impairment. We do not currently engage in any

13


hedging program to mitigate our exposure to fluctuations in oil and gas prices. Changes in commodity prices may also significantly affect our ability to estimate the value of producing properties for acquisition and divestiture and often cause disruption in the market for oil and gas producing properties, as buyers and sellers have difficulty agreeing on the value of the properties. Price volatility also makes it difficult to budget for and project the return on acquisitions and the development and exploitation of projects. Commodity prices are expected to continue to fluctuate significantly in the future.

Our ability to produce oil and gas from our properties may be adversely affected by a number of factors outside of our control.

The business of exploring for and producing oil and gas involves a substantial risk of investment loss. Drilling oil and gas wells involves the risk that the wells may be unproductive or that, although productive, the wells may not produce oil or gas in economic quantities. Other hazards, such as unusual or unexpected geological formations, pressures, fires, blowouts, loss of circulation of drilling fluids or other conditions may substantially delay or prevent completion of any well. Adverse weather conditions can also hinder drilling operations. A productive well may become uneconomic if water or other deleterious substances are encountered that impair or prevent the production of oil or gas from the well. In addition, production from any well may be unmarketable if it is impregnated with water or other deleterious substances. There can be no assurance that oil and gas will be produced from the properties in which we have interests. In addition, the marketability of oil and gas that may be acquired or discovered may be influenced by numerous factors beyond our control. These factors include the proximity and capacity of oil and gas, gathering systems, pipelines and processing equipment, market fluctuations in oil and gas prices, taxes, royalties, land tenure, allowable production and environmental protection.

The unavailability or high cost of drilling rigs, equipment, supplies, personnel and oil field services could adversely affect our ability to execute our exploration and development plans on a timely basis and within our budget.

Shortages or the high cost of drilling rigs, equipment, supplies or personnel could delay or adversely affect our exploration and development operations, which could have a material adverse effect on our business, financial condition and results of operations. Since our operations and properties are concentrated in the Utah Hingeline Trend, we could be materially and adversely affected if drilling rigs are unavailable or cost of rigs, equipment supplies or personnel increase significantly over current costs.

We may be unable to retain our leases and working interests in leases, which would result in significant harm to our business.

Our properties are held under oil and gas leases. If we fail to meet the specific requirements of each lease, that lease may terminate or expire. There are no assurances the obligations required to maintain those leases will be met. Our property interests will terminate unless we fulfill certain obligations under the terms of our leases and other agreements related to such properties, including making any applicable rental payments.

As of the date of filing of this Quarterly Report, we had a substantial working capital deficit and there are no assurances that we will be able to meet the rental obligations under our federal and state oil and gas leases. If we are unable to make our rental payments and satisfy any other conditions on a timely basis, we may lose our rights in these properties. The termination of our interests in these properties may harm our business.

14


Title deficiencies could render our leases worthless.

The existence of a material title deficiency can render a lease worthless and can result in a large expense to our business. It is our practice in acquiring oil and gas leases or undivided interests in oil and gas leases to forgo the expense of retaining lawyers to examine the title to the oil or gas interest to be placed under lease or already placed under lease. Instead, we rely upon the judgment of oil and gas landmen who perform the field work in examining records in the appropriate governmental office before attempting to place under lease specific oil or gas interest. This is customary practice in the oil and gas industry. However, we do not anticipate that we, or the person or company acting as operator of the wells located on the properties that we currently lease or may lease in the future, will obtain counsel to examine title to the lease until the well is about to be drilled. As a result, we may be unaware of deficiencies in the marketability of the title to the lease. Such deficiencies could render the lease worthless.

If we fail to maintain adequate insurance, our business could be materially and adversely affected.

Our operations are subject to risks inherent in the oil and gas industry, such as blowouts, cratering, explosions, uncontrollable flows of oil, gas or well fluids, fires, pollution, earthquakes and other environmental risks. These risks could result in substantial losses due to injury and loss of life, severe damage to and destruction of property and equipment, pollution and other environmental damage, and suspension of operations. We could be liable for environmental damages caused by previous property owners. As a result, substantial liabilities to third parties or governmental entities may be incurred, the payment of which could have a material adverse effect on our financial condition and results of operations. Any prospective drilling contractor or operator which we hire will be required to maintain insurance of various types to cover its operations with policy limits and retention liability customary in the industry. Therefore, we do not plan to acquire our own insurance coverage for such prospects. The occurrence of a significant adverse event on such prospects that is not fully covered by insurance could result in the loss of all or part of our investment in a particular prospect which could have a material adverse effect on our financial condition and results of operations.

Complying with environmental and other government regulations could be costly and could negatively impact an prospective production.

Our business is governed by numerous laws and regulations at various levels of government. These laws and regulations govern the operation and maintenance of our facilities, the discharge of materials into the environment and other environmental protection issues. Such laws and regulations may, among other potential consequences, require that we acquire permits before commencing drilling and restrict the substances that can be released into the environment with drilling and production activities. Under these laws and regulations, we could be liable for personal injury, clean-up costs and other environmental and property damages, as well as administrative, civil and criminal penalties. Prior to commencement of drilling operations, we may secure limited insurance coverage for sudden and accidental environmental damages as well as environmental damage that occurs over time. However, we do not believe that insurance coverage for the full potential liability of environmental damages is available at a reasonable cost. Accordingly, we could be liable, or could be required to cease production on properties, if environmental damage occurs.

The costs of complying with environmental laws and regulations in the future may harm our business. Furthermore, future changes in environmental laws and regulations could occur, resulting in stricter standards and enforcement, larger fines and liability, and increased capital expenditures

15


and operating costs, any of which could have a material adverse effect on our financial condition or results of operations.

The oil and gas industry is highly competitive, and we may not have sufficient resources to compete effectively.

The oil and gas industry is highly competitive. We compete with oil and natural gas companies and other individual producers and operators, many of which have longer operating histories and substantially greater financial and other resources than it does, as well as companies in other industries supplying energy, fuel and other needs to consumers. Our larger competitors, by reason of their size and relative financial strength, can more easily access capital markets than we can and may enjoy a competitive advantage in the recruitment of qualified personnel. They may be able to absorb the burden of any changes in laws and regulation in the jurisdictions in which we do business and handle longer periods of reduced prices for oil and gas more easily than we can. Our competitors may be able to pay more for oil and gas leases and properties and may be able to define, evaluate, bid for and purchase a greater number of leases and properties than we can. Further, these companies may enjoy technological advantages and may be able to implement new technologies more rapidly than we can. Our ability to acquire additional properties in the future will depend upon its ability to conduct efficient operations, evaluate and select suitable properties, implement advanced technologies and consummate transactions in a highly competitive environment.

Risks Relating to Our Worldbid Operations

Financial results for our Worldbid Operations are difficult to predict and our Worldbid Operations may fail.

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

1.

our ability to increase usage of the Worldbid Websites;

2.

our ability to generate revenue through the sale of membership subscriptions for the Worldbid Websites;

3.

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

4.

the success of our strategic alliances in generating revenues for our Worldbid Websites;

5.

the amount and timing of costs relating to expansion of our operations;

6.

the announcement or introduction of competing websites and products of competitors;

7.

the general economic conditions and economic conditions specific to the Internet and electronic commerce; and

8.

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

These factors could negatively impact on our financial results, with the result that our Worldbid Operations may never achieve profitability and may fail.

If we do not succeed in selling subscription fees to users of our Worldbid websites, then we may not be able to achieve our projected revenues.

Our business and marketing strategy contemplates that we will earn the majority of our revenues from subscription fees sold to registered users of our Worldbid websites. There is no assurance that we will be able to generate substantial revenues from subscription fees or that the revenues

16


generated will exceed our operating costs. Businesses using our Worldbid websites may not accept paying subscription fees for access to the Worldbid websites and may decide not to use our Worldbid websites rather than pay a subscription fee. Businesses may not be prepared to pay a fee in order to post requests for tenders or offers for sales on the website or to receive e-mails of requests for tenders. If businesses are not prepared to pay a fee for the use of Worldbid websites, then our business may fail.

If our strategic relationships for our Worldbid websites do not provide the benefits we expect, then we may not realize significant revenues from these relationships.

We have entered into strategic relationships for the marketing of our Worldbid websites. These include our referral agreements and our sub-site strategic alliance agreements. We anticipate the benefits from the strategic relationships will be increased usage of our Worldbid websites, additional exposure of our brand name and subsequent increases in sales of membership subscriptions and advertising. We believe that these relationships are critical to our success because they offer us the possibility of generating additional revenues for each of our revenue streams and increasing our public recognition. However, there is no assurance that these strategic relationships will generate further revenues. Apart from one of our sub-site alliances, none of these strategic relationships guarantee us revenue. We are relying on these strategic relationships as a means for marketing of our Worldbid websites.

If our strategic alliance agreements for our regional and industry specific sub-sites do not attract new users to our websites, then we will not realize significant revenues from these strategic alliances.

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

If we do not succeed in generating public recognition of the Worldbid websites, then we may not be able to attract a sufficient number of users to the Worldbid websites in order for us to achieve profitability.

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

If the computer systems that we depend on for the operation of the Worldbid Websites fail, then we may lose revenues.

Substantially all of our communications hardware and computer hardware is located at a facility in Victoria, British Columbia, Canada, owned by an arms-length Internet service provider. Our systems are vulnerable to damage from earthquake, fire, floods, power loss, telecommunications

17


failures, break-ins and similar events. Despite our implementation of network security measures, our servers are also vulnerable to computer viruses, physical or electronic break-ins, deliberate attempts by third parties to exceed the capacity of our systems and similar disruptive problems. Our coverage limits on our property and business interruption insurance may not be adequate to compensate for all losses that may occur. If our computer systems are rendered inoperable by any of these factors, then we may not be able to operate our Worldbid websites until the problem with our computer systems is cured. We may lose users and potential revenue if we are unable to operate our Worldbid websites for any extended period or if we have successive periods of inoperability.

We may be unable to protect our intellectual property.

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

1.

the proprietary technology that is incorporated into our Worldbid websites;

2.

our trade names; and

3.

our Internet domain names, the vast majority of which relate to our Worldbid brand.

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

ITEM 3.                CONTROLS AND PROCEDURES

Under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures as required by Exchange Act Rule 13a-15(b) as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer has concluded that these disclosure controls and procedures are effective.

There were no changes in our internal control over financial reporting during the quarter ended October 31, 2007 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

18


PART II - OTHER INFORMATION

ITEM 1.                LEGAL PROCEEDINGS

On September 13, 2007, we were served with notice of a claim filed against us in the Colorado District Courts by DHS Drilling Company (“DHS”). DHS has claimed that we are indebted to them in the amount of $555,801.86 on account of materials and services provided by them in connection with the drilling of the Royalite State 16-1 Well. We have filed a defence and are in discussion with DHS to resolve the claim. A court date is scheduled for September 2008 if this matter cannot be resolved prior to that date.

ITEM 2.                UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3.                DEFAULTS UPON SENIOR SECURITIES

None.

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

None.

ITEM 5.                OTHER INFORMATION

None.

ITEM 6.                EXHIBITS

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

Exhibit Description of Exhibit
Number  
   
2.1

Amended and Restated Agreement and Plan of Merger entered into on February 9, 2007 among the Company, Royalite Acquisition Corp. and Royalite Petroleum Corp. (9)

 

 

2.2

Agreement and Plan of Merger entered into on February 28, 2007 between the Company and Royalite Acquisition Corp. (10)

 

 

3.1

Amended and Restated Articles of Incorporation filed January 13, 2006. (8)

   
3.2

By-Laws of the Company. (1)

   
3.3

Articles of Merger among Royalite Petroleum Corp. and Royalite Acquisition Corp. (10)

   
3.4

Articles of Merger among Royalite Acquisition Corp. and the Company. (10)

   
4.1

Specimen Stock Certificate. (1)

19



Exhibit Description of Exhibit
Number

   
10.1

Executive Consultant Agreement dated September 1, 2001 between the Company and Logan Anderson. (2)

   
10.2

Amendment to Executive Consultant Agreement dated November 1, 2002 between the Company and Logan Anderson. (3)

   
10.3

Amendment to Executive Consultant Agreement dated for reference August 29, 2003 between the Company and Logan Anderson. (4)

   
10.4

Amendment to Executive Consultant Agreement dated for reference April 30, 2005 between the Company and Logan Anderson. (5)

   
10.5

Agreement and Plan of Merger dated August 23, 2006 between the Company and Royalite Petroleum Corp. (6)

   
10.6

Settlement Agreement dated August 31, 2006 between the Company and Howard Thomson. (7)

   
10.7

Consulting Agreement dated February 8, 2006 between Royalite Petroleum Corp. and Nitra Corporation. (11)

   
10.8

Consulting Agreement dated August 1, 2007 between the Company and Kapco Consultants Corp. (11)

   
10.9

Letter Agreement dated October 1, 2007 between Central Utah Lease Acquisition, L.P. and the Company. (12)

   
10.10

Consulting Agreement dated November 30, 2007 between CRG Partners, Inc. and the Company. (13)

   
14.1

Code of Ethics. (4)

   
31.1

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

   
31.2

Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

   
32.1

Certification of Chief Executive Officer pursuant to pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

   
32.2

Certification of Chief Financial Officer pursuant to pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

Notes  
(1)

Filed as an Exhibit to our registration statement on Form10-SB12G/A filed with the SEC on November 30, 1999.

(2)

Filed as an Exhibit to our Annual Report on Form 10-KSB filed with the SEC on August 13, 2002.

(3)

Filed as an Exhibit to our Quarterly Report on Form 10-QSB filed with the SEC on March 17, 2003.

(4)

Filed as an Exhibit to our Annual Report on Form 10-KSB for the year ended April 30, 2004 filed with the SEC on July 30, 2004.

(5)

Filed as an Exhibit to our Annual Report on Form 10-KSB for the year ended April 30, 2005 filed with the SEC on August 12, 2005.

(6)

Filed as an Exhibit to our Current Report on Form 8-K filed with the SEC on August 29, 2006.

(7)

Filed as an Exhibit to our Current Report on Form 8-K filed with the SEC on September 7, 2006.

(8)

Filed as an Exhibit to our Quarterly Report on Form 10-QSB filed with the SEC on March 22, 2006.

(9)

Filed as an Exhibit to our Current Report on Form 8-K filed with the SEC on February 14, 2007.

(10)

Filed as an Exhibit to our Current Report on Form 8-K filed with the SEC on March 6, 2007.

(11)

Filed as an Exhibit to our Annual Report on Form 10-KSB filed with the SEC on September 11, 2007.

(12)

Filed as an Exhibit to our Current Report on Form 8-K filed with the SEC on October 12, 2007.

(13)

Filed as an Exhibit to our Current Report on Form 8-K filed with the SEC on December 6, 2007.

20


SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

      ROYALITE PETROLEUM COMPANY INC.
       
       
Date: December 23, 2007 By: /s/ Michael L. Cass
      MICHAEL L. CASS
      President and Chief Executive Officer
      (Principal Executive Officer)
       
       
       
       
Date: December 21, 2007 By: /s/ Logan B. Anderson
      LOGAN B. ANDERSON
      Chief Financial Officer, Secretary and Treasurer
      (Principal Accounting Officer)


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