10-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

(Mark One)

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

For the fiscal year ended April 30, 2008

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

For the transition period from _____ to _____

Commission File Number 000-26729

ROYALITE PETROLEUM COMPANY INC.
(Exact name of registrant as specified in its charter)

NEVADA	88-0427619
State or other jurisdiction of incorporation or organization	(I.R.S. Employer Identification No.)
1200 Nueces Street
Austin, TX	78701
(Address of principal executive offices)	(Zip Code)
Registrant's telephone number, including area code:	(512) 478-8900
Securities registered pursuant to Section 12(b) of the Act:	NONE.
Securities registered pursuant to Section 12(g) of the Act:	Common Stock, $0.001 Par Value Per Share.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined by Rule 405 of the Securities Act.
Yes [   ]   No [X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes [   ]   No [X]

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (s229.405 of this chapter) is
not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [   ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a
smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company”
in Rule 12b-2 of the Exchange Act.

Large accelerated filer [   ]	Accelerated filer                      [   ]
Non-accelerated filer   [   ]	Smaller reporting company [X]
(Do not check if a smaller reporting company)

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

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference
to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of the last
business day of the registrant’s most recently completed second fiscal quarter: $17,759,019 based on a price of $0.625,
being the average of the closing bid and ask price for the Registrant’s common stock as quoted on the OTC Bulletin Board
on October 31, 2007.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable
date. As of August 6, 2008, the Registrant had 96,864,054 shares of common stock outstanding.

ROYALITE PETROLEUM COMPANY INC.

ANNUAL REPORT ON FORM 10-K
FOR THE YEAR ENDED APRIL 30, 2008

TABLE OF CONTENTS

			PAGE
	PART I		3
	ITEM 1.	BUSINESS	3
	ITEM 1A.	RISK FACTORS.	7
	ITEM 2.	PROPERTIES	13
	ITEM 3.	LEGAL PROCEEDINGS	13
	ITEM 4.	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS	14
PART II			15
	ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.	15
	ITEM 7.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.	16
	ITEM 8.	FINANCIAL STATEMENTS AND SUPLEMENTARY DATA	21
	ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	22
	ITEM 9AT.	CONTROLS AND PROCEDURES.	22
	ITEM 9B.	OTHER INFORMATION	23
PART III			24
	ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.	24
	ITEM 11.	EXECUTIVE COMPENSATION.	26
	ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.	28
	ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.	29
	ITEM 14.	PRINCIPAL ACCOUNTING FEES AND SERVICES.	31
	ITEM 15.	EXHIBITS, FINANCIAL STATEMENT SCHEDULES.	31
SIGNATURES			33

Page 2 of 33

PART I

The information in this discussion contains forward-looking statements. These forward-looking statements involve risks and uncertainties, including statements regarding the Company's 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 described below, and, from time to time, in other reports the Company files with the United States Securities and Exchange Commission (the “SEC”). These factors may cause the Company's actual results to differ materially from any forward-looking statement. The Company disclaims any obligation to publicly update these statements, or disclose any difference between its actual results and those reflected in these statements.

As used in this Annual Report, the terms “we,” “us,” “our,” “Royalite,” and the “Company” mean Royalite Petroleum Company Inc., unless otherwise indicated. All dollar amounts in this Annual Report are expressed in U.S. dollars, unless otherwise indicated.

ITEM 1.               BUSINESS.

Overview

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

We are engaged in the business of the acquisition and exploration of oil and gas properties and prospects. Until recently, we were also engaged in the operation of an international business-to-business and government-to-business facilitation service, which combined proprietary software with the power of the Internet to bring buyers and sellers together from around the world for interactive trade (the “Worldbid Operations”). Currently, we hold interests in certain oil and gas properties and prospects that we call the Airport Leases, the Louisiana Leases and the Central Utah Hingeline Project, the details of which are set out below under the heading “Oil and Gas Exploration Activities”.

Recent Corporate Developments

The following corporate developments occurred since our third fiscal quarter ended January 31, 2008:

1.	Effective February 18, 2008, Michael Cass resigned as our Chief Executive Officer, President and as a Director. We believe that Mr. Cass’s resignation was a result of an ongoing conflict between him and the other directors of Royalite. In particular, Mr. Cass did not have the confidence of the Board of Directors with the result that the Board of Directors refused to enter into transactions proposed by Mr. Cass. In addition, the Board of Directors refused to permit Mr. Cass to pay his management company and an investor relations consultant in priority to other creditors of Royalite. In addition, Mr. Cass disagreed with the course of negotiations with a potential financier. Mr. Cass also cited the other directors’ lack of experience in the oil and gas industry which, in his view, contributed to their disagreement on his proposals. The complete text of Mr. Cass’s letter of resignation is attached as an exhibit to our Current Report on Form 8-K filed on February 20, 2008.
	Effective February 18, 2008, our Board of Directors accepted Mr. Cass’s resignation from all positions and appointed Mr. Logan B. Anderson, as interim President and Chief Executive Officer.
2.	Effective March 31, 2008, we appointed Norris R. Harris as our Chief Executive Officer, Chairman and a member of our Board of Directors. Mr. Harris has considerable experience over the past 50 years in oil and gas exploration, founding and restructuring of oil and gas companies and in oil and gas drilling and operations.

3.	On April 2, 2008, we entered into a management agreement with Mr. Harris. Pursuant to the terms of the management agreement, Mr. Harris is to be paid a management fee of $10,000 per month based on Mr. Harris committing 90 hours per month on our business development in consideration for acting as our Chairman and Chief Executive Officer and providing management services to us. The term of the management agreement is for a period of two years expiring at the close of business on March 31, 2010, unless otherwise terminated pursuant to the terms of the agreement or extended by the Board.
4.	On April 2, 2008, we acquired a 70% net revenue interest in the Airport Leases. See “Oil and Gas Exploration Activities” below.
5.	On April 2, 2008, we issued 50,000,000 shares of our common stock pursuant to May Petroleum Inc. (‘May’) in connection with our acquisition of the Airport Leases. As a result of the issuance of the shares, May now holds approximately 51.6% of our issued and outstanding common stock, resulting in a change in control.
6.	On April 11, 2008, we appointed D. James Fajack as our Chief Financial Officer and a member of our Board of Directors. Logan B. Anderson resigned as the Company’s Chief Financial Officer to allow for the appointment of Mr. Fajack in that capacity. Mr. Anderson continues to act as a member of our Board of Directors and as our President, Secretary and Treasurer. There was no disagreement between Mr. Anderson and us regarding any matter relating to our operations, policies or practices.
7.	On July 7, 2008, we completed the disposition of Worldbid International Inc., our former internet business. See “Worldbid Operations” below.
8.	On August 6, 2008, we completed a private placement of 8,660,000 shares of our common stock at a price of $0.25 per share for gross proceeds of $2,165,000 (the “Private Placement”). We previously announced the Private Placement for the sale of up to 8,000,000 shares of our common stock. As the Private Placement was oversubscribed, our Board of Directors approved an increase in the Private Placement of up to 8,660,000 shares of our common stock. The proceeds of the Private Placement will be used to fund our business and for working capital purposes. The offering was made to accredited investors pursuant to Rule 506 of Regulation D promulgated under the Securities Act of 1933 (the “Securities Act”).
9.	On August 7, 2008, our Board of Directors approved a private placement offering of up to 12,500,000 shares of our common stock at a price of $0.40 per share for aggregate gross proceeds of $5,000,000 (the “Private Placement Offering”). The proceeds of the Private Placement Offering will be used to fund our business and for working capital purposes. The Private Placement Offering will be made to accredited investors pursuant to Rule 506 of Regulation D promulgated under the Securities Act. We may also pay commissions of up to 10% where permitted by law to licensed brokers or investment dealers or other qualified finders introducing purchasers of the Private Placement Offering. There is no assurance that the Private Placement Offering will be completed on the above terms or at all.

OIL AND GAS EXPLORATION ACTIVITIES

We currently hold interests in three oil and gas projects that we call the “Airport Leases”, the “Louisiana Leases” and the “Central Hingeline Project”. 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.

Airport Leases

On April 2, 2008, we entered into an agreement with May Petroleum, Inc. (“May”), a Texas company controlled by our Norris R. Harris, our Chief Executive Officer, Chairman and Director, to acquire May’s interest in an oil and gas prospect (the “Prospect”) in Matagorda County, Texas, including obtaining an assignment of a Purchase and Sale Agreement (the “Purchase and Sale Agreement”) to acquire a 70% net

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revenue interest in a lease covering approximately 1,500 acres (the “Airport Lease”) and obtaining and reviewing significant geophysical, geological, title and engineering data (the “Data”) on the Airport Lease and an area of mutual interest (the “Area of Mutual Interest”) covering 30 square miles surrounding the Airport Lease.

Under the terms of the Agreement, May transferred and assigned to us all its right, title and interest in the Prospect, the Purchase and Sale Agreement and the Data in consideration of the following:

(a)	the issuance to May of 50,000,000 shares (the “Shares”) of our common stock within five (5) business days of the date of the Agreement (which shares have been issued); and
(b)	the reimbursement to May within thirty (30) days of the date of the Agreement of the $100,000 deposit paid by May under the Purchase and Sale Agreement (which amount has been paid).

The Agreement also contemplates that any other property interest acquired in the Area of Mutual Interest shall become part of the Prospect and subject to the Agreement.

We will be responsible for making all payments and completing all acts required under the Purchase and Sale Agreement or any other agreements in respect of properties comprising the Prospect. Under the terms of the Purchase and Sale Agreement, we are required to pay an additional $900,000 as follows:

(i)	$400,000 on April 21, 2008, which amount has been paid; and
(ii)	$500,000 on July 13, 2008, which amount has been paid.

Under the terms of the Airport Lease, we will be required to commence operations to drill on or before August 1, 2008. In addition, we will be obligated to pay an operation bonus payment of $150,000 to the landowner, which amount has been paid. On August 1, 2008, we commenced our operations to drill on the Airport Lease.

Louisiana Leases

We acquired a 27.5% working interest (19.8% net revenue interest) in oil and gas leases totaling 698.62 acres in the Westlake Boudreaux Field located in Terrebonne Parish, Louisiana shallow state waters. The first well is expected to be drilled during the last quarter of 2008. The well will be drilled to a depth of 13,900 feet to test the Tex. W-1, Tex. W.B, and Tex W-2 sands which are productive in other wells in the field.

Central Utah Hingeline Project

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. Our exploration and development program on this property has been suspended pending our ability to obtain additional financing. We will be focusing our resources on the development of the Airport Leases and the Louisiana Leases.

Undeveloped Acreage

The following table summarizes undeveloped acreage held by us by project name:

	Gross Acres(1)	Net Acres(2)
Airport Leases	2,763.92	2,763.92
Louisiana Leases	698.62	192.12
Utah Hingeline Trend	69,759	67,025

(1)	“Gross” acres are calculated as the total number of acres in which we own a working interest.
(2)	“Net” acres are calculated as gross acres multiplied by our fractional working interest in the property.

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“Undeveloped” acres are properties on which wells have not been developed or completed to a point that would permit the production of commercial quantities of oil or gas, regardless of whether or not such acreage contains proved reserves.

Drilling Activities

Our drilling program has not yet been initiated and we have drilled no exploratory or development wells. We are expecting to commence our drilling program in the third quarter of 2008.

Present Activities

As of the date hereof, we do not have any wells in the process of drilling or any other field operations in progress of material significance.

Competitors in the Oil and Gas Exploration Business

Oil and gas exploration is a highly competitive industry. We compete with other oil and gas exploration companies for the acquisition of new properties, the services of consultants and the hiring of exploration and drilling equipment. In addition, we compete with other junior oil and gas exploration companies for financing. Many of our competitors have greater financial, staffing and technical resources than we do. Accordingly, these competitors may be able to spend greater amounts than us on the acquisition of oil and gas exploration rights and on acquiring limitedly available consultants and equipment, placing us at a competitive disadvantage. These competitive disadvantages could adversely impact our ability to obtain additional financing and thus our ability to continue to explore for economically viable oil and gas deposits.

Environmental Matters Related to Our Oil and Gas Exploration Activities

The oil and gas industry is subject to heavy regulation at the federal, state and local levels. These regulations include regulations:

• requiring permits for the drilling of wells,
• requiring the posting of bonds for drilling and/or operating wells,
• governing the location of wells,
• governing the methods used to drill wells,
• governing surface area usage and the restoration of the land upon which wells are drilled,
• governing the plugging and abandoning of wells and the disposal of waste materials used in or generated in drilling operations, and
• setting certain environmental conservation restrictions.

The cost of complying with these regulations is high and these regulations can have the effect of limiting our ability to engage in oil and gas exploration activities and when or where those activities take place. Some of these laws and regulations, including the federal Comprehensive Environmental Response, Compensation and Liability Act (also known as CERCLA or the “Superfund” law), may impose strict liability for environmental damage caused by hazardous wastes released during oil and gas exploration and production activities. As a result, we could become liable for the costs of environmental cleanups, environmental damages and, in some cases, consequential damages, regardless of whether or not there was any negligence or fault on our part. In some cases, regulations may also require oil and gas production levels to be kept at a level that is lower than what would be economically optimal. In other cases, we may be completely prohibited from drilling exploratory or production wells in certain environmentally sensitive areas even if we believe that there are economically viable oil and gas deposits in those areas. If we violate any of these environmental laws or regulations, we could become subject to heavy fines or sanctions and/or be required to incur significant costs for environmental clean up and remediation. In addition, neighboring landowners and other third parties could file claims for personal injury claims or for damage to property or natural resources caused by oil and gas exploration activities.

We believe that we are currently in substantial compliance with all applicable environmental laws and regulations. To date, we have not been required to expend substantial amounts of money in complying with

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these laws and regulations and we anticipate that the costs associated with future compliance will not have a materially adverse effect on our financial position. However, the laws and regulations governing the oil and gas industry are subject to constant change as environmental issues relating this industry remain highly politicized. Proposals and proceedings affecting oil and gas exploration activities are periodically presented to Congress and federal regulatory bodies as well as to state legislative and regulatory bodies. We cannot predict when or whether such proposals may become effective. There is no assurance that the future regulatory environment for oil and gas activities will be consistent with the current regulatory environment. We will need to constantly monitor developments in environmental and other laws and regulations applicable to oil and gas activities in order to ensure compliance. There is no assurance that we will be able to meet the costs associated with regulatory compliance in the future.

WORLDBID OPERATIONS

On July 7, 2008, we completed the disposition of our Worldbid Operations. The disposition was completed pursuant to the terms and conditions of the Share Purchase Agreement dated June 5, 2008 (the “Share Purchase Agreement”) among the Company, Marktech Acquisition Corp. (“Marktech”) and Worldbid International Inc. (“Worldbid”). Under the terms of the Share Purchase Agreement, we sold all of the shares of Worldbid and all Worldbid related business assets to Marktech in consideration of $50,000 and the assumption of approximately $93,000 in liabilities. The cash portion of the purchase price consisted of $25,000 in cash and a non-interest bearing promissory note in the amount of $25,000 in favor of the Company due on August 6, 2008. As additional consideration, we assigned to Marktech its right and interest in the intercompany loan between the Company and Worldbid. In addition, Marktech will indemnify us from any liabilities or damages arising out of the liabilities of Worldbid and the liabilities assumed by Marktech. We disposed of the subsidiary in order to concentrate its efforts on its core oil and gas business

EMPLOYEES

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

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

ITEM 1A.            RISK FACTORS.

The following are some of the important factors that could affect our financial performance or could cause actual results to differ materially from estimates contained in our forward-looking statements. We may encounter risks in addition to those described below. Additional risks and uncertainties not currently known to us, or that we currently deem to be immaterial, may also impair or adversely affect our business, financial condition or results of operation.

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 and satisfy our existing creditors. In addition, we may not be able to make the required rental payments on our existing oil and gas

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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 $1,553,516 during the year ended April 30, 2008 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.

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 executive officers, Norris R. Harris, Logan B. Anderson and D. James Fajack. The loss of the services of our executive officers 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 future offerings of our equity securities in the future, in which case investors 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, shareholders’ 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

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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;
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,

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including regulations relating to allowable drilling, production, importing and exporting of oil and gas deposits, and environmental protection.

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. 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.

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

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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 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 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.

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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.

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 Annual 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.

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 prospective production.

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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 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.

ITEM 2.               PROPERTIES.

Our corporate headquarters are located at 1200 Nueces Street, Austin, TX 78701, where our principal executive functions are carried out. The space consists of approximately 3,000 square feet at a cost of $2,750 per month.

In addition to our office headquarters, we own an interest in a number of oil and gas leases in Texas, Louisiana and South-Central Utah. A description of these oil and gas leases is provided above under “Oil and Gas Exploration Activities.”

ITEM 3.               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 are defending the action and, at the same time, seeking to negotiate a settlement to the claim.

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

No matters were submitted to our security holders during the fourth quarter of our fiscal year ended April 30, 2008.

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PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

MARKET INFORMATION

The principal market for our shares is currently the OTC Bulletin Board. For the period from July 13, 2000 to September 19, 2005, our shares were traded on the OTCBB under the symbol WBID. Effective on September 19, 2005, following our one-for-twenty-five (1:25) reverse stock split, our symbol was changed to “WBDC”. Effective on March 5, 2007, following our name change to Royalite Petroleum Company Inc., our symbol changed to “RYPE”.

The high and the low prices for our shares for each quarter of our last two fiscal years of actual trading were:

Fiscal Quarter Ended	High	Low
April 30, 2008	$0.50	$0.135
January 31, 2008	$0.62	$0.12
October 31, 2007	$1.10	$0.35
July 31, 2007	$2.05	$0.75
April 30, 2007	$4.45	$1.53
January 31, 2007	$3.90	$2.235
October 31, 2006	$3.35	$1.53
July 31, 2006	$1.90	$0.30

The high and low bid price information provided above was obtained from the OTC Bulletin Board. The market quotations provided reflect inter-dealer prices, without retail mark-up, markdown or commission and may not represent actual transactions.

PENNY STOCK RULES

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 system. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document prepared by the SEC, which: (a) contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading; (b) 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 of such duties or other requirements of securities laws; (c) contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and significance of the spread between the bid and ask price; (d) contains a toll-free telephone number for inquiries on disciplinary actions; (e) defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and (f) contains such other information and in such form as the SEC shall require by rule or regulation. The broker-dealer also must, prior to effecting any transaction in a penny stock, provide 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) 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 that is not otherwise exempt from those rules, the broker-dealer must: (a) make a special written determination that the penny stock is a suitable investment for the purchaser and (b) receive from the purchaser his or her written acknowledgement of receipt of the determination and a written agreement to the transaction.

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These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our stock and therefore stockholders may have difficulty selling those securities.

REGISTERED HOLDERS OF OUR COMMON STOCK

Our authorized capital consists of 500,000,000 shares of common stock, par value $0.001 per share, and 100,000,000 shares of preferred stock, par value $0.001 per share. As of August 6, 2008, there were 170 registered holders of our common stock. We believe that a large number of stockholders hold stock on deposit with their brokers or investment bankers registered in the name of stock depositories.

DIVIDENDS

We have not declared any dividends on our common stock since our inception. There are no dividend restrictions that limit our ability to pay dividends on our common stock in our Articles of Incorporation or bylaws. Chapter 78 of the Nevada Revised Statutes (the “NRS”), does provide certain limitations on our ability to declare dividends. Section 78.288 of Chapter 78 of the NRS prohibits us from declaring dividends where, after giving effect to the distribution of the dividend:

(a)

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

(b)

except as may be allowed by our Articles of Incorporation, our total assets would be less than the sum of our total liabilities plus the amount that would be needed, if we were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of stockholders who may have preferential rights and whose preferential rights are superior to those receiving the distribution.

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

RECENT SALES OF UNREGISTERED SECURITIES

All unregistered sales of our equity securities made during the year ended April 30, 2008 have been reported by us in our Quarterly Reports or in our Current Reports filed with the SEC during the year.

ITEM 7.               MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

PLAN OF OPERATION

Our plan of operation over the next twelve months is to continue with the exploration and development of our oil and gas operations. We have suspended our exploration program on the Central Utah Hingeline Project in order to focus our resources on the exploration and development of the Airport Leases and Louisiana Leases.

Airport Leases

We commenced the preliminary work to our drilling operations on the Airport Leases on August 1, 2008. Subject to our ability to obtain sufficient financing, we anticipate that we will commence drilling on the Airport Leases in the third quarter of 2008. Our drilling program on the Airport Leases is expected to cost between $100,000 to $16,000,000 and will be dependent upon our ability to obtain substantial financing.

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Louisiana Leases

Our plan of operation for our Louisiana Leases is to commence drilling in the last quarter of 2008. The well will be drilled to a depth of 13,900 feet to test the Tex. W-1, Tex. W.B, and Tex W-2 sands which are productive in other wells in the field. The well is projected to cost $6,453,300 to drill and complete with our portion estimated at $1,774,657.

We do not currently have, and are not expected to 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 operations will be dependent upon our ability to obtain additional financing.

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.

Summary of Year End Results
	Year Ended April 30,		Percentage
	2008	2007	Increase / (Decrease)
Revenue	$-	$-	n/a
Expenses	(1,420,687)	(3,385,677)	(58.0)%
Other Items	(132,829)	(766,773)	(82.7)%
Net Loss	$(1,553,516)	$(4,160,057)	(62.7)%

Revenues

We have not earned any revenues from our oil and gas activities to date. We do not anticipate earning revenue from our oil and gas exploration activities in the near future.

Expenses

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

			Percentage
	Year Ended	Year Ended	Increase /
	April 30, 2008	April 30, 2007	(Decrease)
Oil and Gas Exploration Expenses	$586,010	$2,471,752	(76.3)%
Selling, General and Administrative	820,696	910,967	(9.9)%
Expenses
Depreciation and amortization	3,980	2,958	34.6%
Loss on Disposal of Assets	10,001	-	n/a
Total Expenses	$1,420,687	$3,385,677	(58.0)%

The decrease of our oil and gas exploration expenses for the year ended April 30, 2008 is due to the fact that we suspended our oil and gas exploration and development activities on our Central Utah Hingeline Project..

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Selling and administrative expenses for the year ended April 30, 2008 primarily relate to remuneration paid to our officers and directors; and accounting and legal fees in connection with our ongoing filing requirements under the Exchange Act.

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 on our Airport Leases and Louisiana Leases.

LIQUIDITY AND CAPITAL RESOURCES

Cash Flows
	Year Ended April 30
	2008	2007
Net Cash used in Operating Activities	$(1,211,291)	$(206,641)
Net Cash used in Investing Activities	(446,729)	(349,968)
Net Cash from Financing Activities	390,055	1,449,706
Net Increase (Decrease) in Cash During Period	$(1,267,965)	$893,097

Working Capital
			Percentage
	At April 30, 2008	At April 30, 2007	Increase / (Decrease)
Current Assets	$109,307	$1,480,413	(92.6)%
Current Liabilities	(1,794,750)	(1,290,574)	39.1%
Working Capital Surplus (Deficit)	$(1,685,443)	$189,839	(987.8)%

As of April 30, 2008, we had cash on hand of $43,469 and a working capital deficit of $1685,443. The decrease in our working capital during our year ended April 30, 2008 from the comparable period ended April 30, 2007 is primarily attributable to: (i) from the fact that we had no revenue from our oil and gas activities during the year ended April 30, 2008; and (ii) our sole source of financing was in the form of short term loans.

During the year ended April 30, 2008, we received loans totaling $25,070 from an executive officer and director. The loans bear interest at a rate of 10% per annum, are unsecured and due on demand.

Subsequent to our year ended April 30, 2008, we completed the sale of 8,660,000 shares of our common stock for total gross proceeds of $2,165,000. The proceeds of the Private Placement will be used to fund our business and for working capital purposes.

Future Financings

On August 7, 2008, our Board of Directors approved a private placement offering of up to 12,500,000 shares of our common stock at a price of $0.40 per share for aggregate gross proceeds of $5,000,000 (the “Private Placement Offering”). The proceeds of the Private Placement Offering will be used to fund our business and for working capital purposes. The Private Placement Offering will be made to accredited investors pursuant to Rule 506 of Regulation D promulgated under the Securities Act. We may also pay commissions of up to 10% where permitted by law to licensed brokers or investment dealers or other qualified finders introducing purchasers of the Private Placement Offering. There is no assurance that the Private Placement Offering will be completed on the above terms or at all.

Historically, we have been dependent on sales of equity securities, issuances of convertible debt securities, and related party loans as sources of financing. There are no assurances 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.

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OFF-BALANCE SHEET ARRANGEMENTS

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

CRITICAL ACCOUNTING POLICIES

We have identified a certain accounting policy, described below, that is most important to the portrayal of our current financial condition and results of operations. Our significant accounting policies are disclosed in Note 2 to the audited financial statements included in this Annual Report.

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.

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, 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.

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

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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.

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ITEM 8.               FINANCIAL STATEMENTS AND SUPLEMENTARY DATA.

1.	Report of Independent Registered Public Accounting Firm;
2.	Audited Financial Statements for the Years Ended April 30, 2008 and 2007, including:
	a.	Consolidated Balance Sheets at April 30, 2008 and April 30, 2007;
	b.	Consolidated Statements of Operations for the period from December 2, 2005 (date of Inception) to April 30, 2008, for the year ended April 30, 2008 and for the year ended April 30, 2007;
	c.	Consolidated Statements of Comprehensive Loss for the period from December 2, 2005 (date of Inception) to April 30, 2008, for the year ended April 30, 2008 and for the year ended April 30, 2007;
	d.	Consolidated Statements of Cash Flows for the period from December 2, 2005 (date of Inception) to April 30, 2008, for the year ended April 30, 2008 and for the year ended April 30, 2007;
	e.	Consolidated Statement of Stockholders’ Equity for the period from December 2, 2005 (date of inception) to April 30, 2008; and
	f.	Notes to the Consolidated Financial Statements.

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ROYALITE PETROLEUM COMPANY INC.
(An Exploration Stage Company)

FINANCIAL STATEMENTS

April 30, 2008
(Stated in U.S. Dollars)

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors
Royalite Petroleum Company, Inc.
Henderson, Nevada

We have audited the accompanying consolidated balance sheet of Royalite Petroleum Company, Inc., an exploration stage company, as of April 30, 2008 and April 30, 2007, and the related consolidated statements of operations, comprehensive loss, cash flows, and changes in stockholders’ equity for the years then ended, and for the period December 2, 2005 (date of inception) to April 30, 2008. These financial statements are the responsibility of Royalite Petroleum Company, Inc.’s management.  Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.  Accordingly, we express no such opinion.  An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Royalite Petroleum Company, Inc., an exploration stage company, as of April 30, 2008 and April 30, 2007, and the results of its operations and cash flows for the years then ended, and for the period December 2, 2005 (date of inception) to April 30, 2008, in conformity with accounting principles generally accepted in The United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  As discussed in Note 1 to the financial statements, the Company has suffered recurring losses from operations, which raise substantial doubt about its ability to continue as a going concern.  Management's plans regarding those matters are described in Note 1. Absent the successful completion of one of these alternatives, the Company’s operating results will increasingly become uncertain.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Sarna & Company

Sarna & Company,
Certified Public Accountants
Westlake Village, California
August 11, 2008

ROYALITE PETROLEUM COMPANY INC.
(An Exploration Stage Company)

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

		APRIL 30
		2008			2007
ASSETS
Current
Cash and cash equivalents	$	43,469		$	1,311,434
Prepaid expenses		23,959			110,332
Other assets		-			1,079
Assets held for discontinued operations (Note 4)		41,879			57,568
		109,307			1,480,413
Property And Equipment (Note 5)		-			13,781
License Rights (Note 6)		2,599			2,799
Deposit on Unproven Oil and Gas Property – Related
Party (Note 7)		12,700,000			-
Unproven Oil and Gas Properties (Note 8)		2,520,413			2,413,684
Deposits		60,000			28,500
	$	15,392,319		$	3,939,177
LIABILITIES
Current
Accounts payable and accrued liabilities	$	1,280,122		$	1,160,990
Loans payable – Related Parties (Note 9)		46,750			21,680
Share subscriptions received (Note 10)		364,985			-
Notes payable (Note 11)		20,000			20,000
Liabilities held for discontinued operations (Note 4)		82,893			87,904
		1,794,750			1,290,574
STOCKHOLDERS’ EQUITY
Capital Stock (Note 11)
Authorized:
500,000,000 common shares, par value $0.001
100,000,000 preferred shares, par value $0.001
Issued:
88,107,270 common shares (April 30, 2007 –
36,907,270)		88,207			36,907
Additional Paid-In Capital		19,076,223			6,618,523
Warrants		351,100			351,100
Accumulated Deficit During Exploration Stage		(5,909,658	)		(4,356,142	)
Accumulated Other Comprehensive Loss		(8,303	)		(1,785	)
		13,597,569			2,648,603
	$	15,392,319		$	3,939,177
Commitments and Contingencies (Note 13)
Subsequent Event (Note16)

See Accompanying Notes to Financial Statements

ROYALITE PETROLEUM COMPANY INC.
(An Exploration Stage Company)

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

								PERIOD
								FROM
								INCEPTION
								DECEMBER 2,
								2005
		YEARS ENDED						TO
		APRIL 30						APRIL 30
		2008			2007			2008
Revenues	$	-		$	-		$	-
Operating Expenses
Oil and gas exploration expenses		586,010			2,471,752			3,091,852
Selling , general and administrative expenses		820,696			910,967			1,893,645
Depreciation and amortization		3,980			2,958			6,951
Loss on disposal of assets		10,001			-			10,001
		1,420,687			3,385,677			5,002,449
Loss from Operations		(1,420,687	)		(3,385,677	)		(5,002,449	)
Other Expenses
Interest expense		(3,301	)		(861	)		(4,162	)
Fair value of discount on private placement		-			(763,800	)		(763,800	)
Oil and gas property write offs		(92,000	)		-			(92,000	)
Loss on discontinued operations		(37,528	)		(9,719	)		(47,247	)
		(132,829	)		(766,773	)		(907,209	)
Net Loss	$	(1,553,516	)	$	(4,160,057	)	$	(5,909,658	)
Basic and Diluted Loss per Common Share	$	(0.04	)	$	(0.15	)	$
Weighted Average Number of Common Shares
Outstanding		40,960,275			26,957,223

See Accompanying Notes to Financial Statements

ROYALITE PETROLEUM COMPANY INC.
(An Exploration Stage Company)

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

								PERIOD
								FROM
								INCEPTION
								DECEMBER 2,
								2005
		YEARS ENDED						TO
		APRIL 30						APRIL 30
		2008			2007			2008
Net Loss	$	(1,553,516	)	$	(4,160,057	)	$	(5,909,658	)
Other Comprehensive Loss
Foreign currency translation adjustment		(6,518	)		(1,785	)		(8,303	)
Comprehensive Loss	$	(1,560,034	)	$	(4,161,842	)	$	(5,917,961	)

See Accompanying Notes to Financial Statements

ROYALITE PETROLEUM COMPANY INC.
(An Exploration Stage Company)

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

							PERIOD FROM
							INCEPTION
							DECEMBER 2,
		YEARS ENDED					2005
		APRIL 30					TO
		2008		2007			APRIL 30, 2008
Cash Flows From Operating Activities
Net loss	$	(1,553,516	) $	(4,160,057	)	$	(5,909,658	)
Adjustments to reconcile net loss to Net
Cash Used in Operating Activities
Depreciation and amortization		3,980		2,958			6,951
Fair value of discount on private placement		-		763,800			763,800
Fair value of stock issued pursuant to
investor relations contracts		47,500		-			47,500
Loss on disposal of property and
equipment		10,001		-			10,001
Write-off of oil and gas property exploration
expenditures		-		2,250,118			2,250,118
Write off of oil and gas property acquisition
costs		92,000		-			92,000
Changes in Operating Assets and Liabilities
Prepaid expenses		95,873		(110,332	)		(14,459	)
Other assets		1,079		(1,079	)		-
Deposits		(31,500	)	(25,000	)		(60,000	)
Assets held for discontinued operations		15,689		(15,379	)		310
Accounts payable and accrued liabilities		119,132		1,081,620			1,226,177
Liabilities held for discontinued operations		(11,529	)	6,710			(4,819	)
Net Cash Used in Operating Activities		(1,211,291	)	(206,641	)		(1,592,079	)
Cash Flows From Investing Activities
Cash paid on deposit for unproven oil
property – related party		(340,000	)	-			(340,000	)
Cash paid on unproven oil properties		(106,729	)	(4,375,292	)		(4,770,531	)
Cash acquired on reverse merger		-		4,038,375			4,038,375
Acquisition of property and equipment		-		(13,051	)		(16,551	)
		(446,729	)	(349,968	)		(1,088,707	)
Cash Flows From Financing Activities
Payments on notes payable- related party		-		(98,294	)		(98,294	)
Proceeds from Stock issuances		-		1,548,000			2,334,200
Proceeds from share subscriptions received		364,985		-			364,985
Proceeds from loans payable - related parties		25,070		-			123,364
		390,055		1,449,706			2,724,255
Net Increase (Decrease) in Cash and Cash
Equivalents		(1,267,965	)	893,097			43,469
Cash and Cash Equivalents, beginning of
Period		1,311,434		418,337			-
Cash and Cash Equivalents, end of Period
	$	43,469 $		1,311,434		$	43,469

(Continued)

See Accompanying Notes to Financial Statements

ROYALITE PETROLEUM COMPANY INC.
(An Exploration Stage Company)

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

						PERIOD FROM
						INCEPTION
						DECEMBER 2
		YEARS ENDED				2005
		APRIL 30				TO
		2008		2007		APRIL 30, 2008
Supplementary Cash Flow Information
Taxes paid	$	-	$	-	$	-
Interest paid	$	-	$	2,973	$	2,973
Supplementary disclosure for Non-Cash
Investing and Financing Activities
Stock issued on acquisition of Worldbids’
business	$	-	$	3,905,530	$	3,905,530
Stock issued as deposit on Oil and Gas
property - Related Party	$	12,000,000	$	-	$	12,000,000
Stock issued for acquisition of Oil and
Gas properties	$	92,000	$	-	$	92,000
Stock issued as finders fees for Oil and
Gas property	$	360,000	$	-	$	360,000

See Accompanying Notes to Financial Statements

ROYALITE PETROLEUM COMPANY INC.
(An Exploration Stage Company)

CONSOLIDATED STATEMENT OF STOCKHOLDER’S EQUITY
(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

ROYALITE PETROLEUM COMPANY INC.
(An Exploration Stage Company)

CONSOLIDATEDSTATEMENT OF STOCKHOLDER’SEQUITY
(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 properties	50,200,000		200		91,800		-		-			-			92,000
Common shares issued for
deposit on Oil and Gas
property	50,000,000		50,000		11,950,000		-		-			-			12,000,000
Common shares issued as
finders fees for Oil and Gas
properties	1,000,000		1,000		359,000		-		-			-			360,000
Common shares issued
pursuant to investor relations
contracts	100,000		100		56,900		-		-			-			57,000
Foreign currency translation
adjustment	-		-		-		-		-			(6,518	)		(6,518	)
Net Loss	-		-		-		-		(1,553,516	)		-			(1,553,516	)
Balance April 30, 2008	88,107,270	$	88,207	$	19,076,223	$	351,100	$	(5,909,658	)	$	(8,303	)	$	13,597,569

See Accompanying Notes to Financial Statements

ROYALITE PETROLEUM COMPANY INC.
(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2008
(Stated in U.S. Dollars)

1.	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 April 30, 2008, the Company owned interests in oil and gas properties located within the State of Utah. The Company is exploring various oil and gas properties at this time.
		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”).

ROYALITE PETROLEUM COMPANY INC.
(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2008
(Stated in U.S. Dollars)

1.	OPERATIONS (Continued)
	b)	History – (Continued)
		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.
		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 April 30, 2008, the Company incurred cumulative net losses of approximately $5,909,658 from operations and has a negative working capital of $1,685,443. 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.

ROYALITE PETROLEUM COMPANY INC.
(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2008
(Stated in U.S. Dollars)

2.	SIGNIFICANT ACCOUNTING POLICIES
	a)	Basis of Presentation
		The financial statements include the operations of the Company and its wholly-owned subsidiary, Worldbid International Inc., a Company 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.
	b)	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.
	c)	Cash and Cash Equivalents
		The Company considers all investments with an original maturity of three months or less to be a cash equivalent.
	d)	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.

ROYALITE PETROLEUM COMPANY INC.
(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2008
(Stated in U.S. Dollars)

2.	SIGNIFICANT ACCOUNTING POLICIES (Continued)
	d)	Oil and Gas Exploration Activity (Continued)
		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
	e)	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.
	f)	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.

ROYALITE PETROLEUM COMPANY INC.
(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2008
(Stated in U.S. Dollars)

2.	SIGNIFICANT ACCOUNTING POLICIES (Continued)
	g)	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.
	h)	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.
	i)	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.
	j)	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.

ROYALITE PETROLEUM COMPANY INC.
(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2008
(Stated in U.S. Dollars)

2.	SIGNIFICANT ACCOUNTING POLICIES (Continued)
	k)	Comprehensive Income (Loss)
		The Company’s accumulated other comprehensive loss consists of the accumulated foreign currency translation adjustments.
	l)	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.
	m)	Research and Development
		All research and development expenditures during the period have been charged to operations.
	n)	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.
	o)	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.

ROYALITE PETROLEUM COMPANY INC.
(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2008
(Stated in U.S. Dollars)

2.	SIGNIFICANT ACCOUNTING POLICIES (Continued)
	p)	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.
	q)	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.
	r)	Reclassification
		Certain reclassifications have been made to the prior year’s financial statements to conform to the current year’s presentation
	s)	New Accounting Pronouncements
		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.
		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.

ROYALITE PETROLEUM COMPANY INC.
(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2008
(Stated in U.S. Dollars)

2.	SIGNIFICANT ACCOUNTING POLICIES (Continued)
	s)	New Accounting Pronouncements (Continued)
		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.
		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.
		In December 2007, the FASB issued SFAS No. 141 (Revised) “Business Combinations”. SFAS 141 (Revised) establishes principles and requirements for how the acquirer of a business recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree. The statement also provides guidance for recognizing and measuring the goodwill acquired in the business combination and determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. The guidance will become effective for the fiscal year commencing May 31, 2009. The management is in the process of evaluating the impact SFAS 141 (Revised) will have on the Company’s financial statements upon adoption.
		In December 2007, the FASB issued SFAS No. 160, "Noncontrolling Interests in consolidated Financial Statements - an Amendment of ARB No. 51." This statement requires that noncontrolling or minority interests in subsidiaries be presented in the consolidated statement of financial position within equity, but separate from the parents' equity, and that the amount of the consolidated net income attributable to the parent and to the noncontrolling interest be clearly identified and presented on the face of the consolidated statement of income.

ROYALITE PETROLEUM COMPANY INC.
(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2008
(Stated in U.S. Dollars)

2.	SIGNIFICANT ACCOUNTING POLICIES (Continued)
	s)	New Accounting Pronouncements (Continued)
		SFAS No. 160 is effective for the fiscal years beginning on or after December 15, 2008. Currently the Company does not anticipate that this statement will have an impact on its financial statements.
		In March 2008, the FASB issued SFAS No.161, “Disclosures about Derivative Instruments and Hedging Activities, an amendment of FASB Statement No.133”, which requires additional disclosures about the objectives of the derivative instruments and hedging activities, the method of accounting for such instruments under SFAS No.133 and its related interpretations, and a tabular disclosure of the effects of such instruments and related hedged items on our financial position, financial performance, and cash flows. SFAS No.161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, We are currently assessing the potential impact that adoption of SFAS No.161 may have on our financial statements.
		In May 2008, the FASB issued SFAS No.163 “Accounting for Financial Guarantee Insurance Contracts—an interpretation of FASB Statement No. 60”, which requires that an insurance enterprise recognize a claim liability prior to an event of default (insured event) when there is evidence that credit deterioration has occurred in an insured financial obligation. This Statement also clarifies how Statement 60 applies to financial guarantee insurance contracts, including the recognition and measurement to be used to account for premium revenue and claim liabilities. This Statement requires expanded disclosures about financial guarantee insurance contracts. SFAS No. 163. is effective for financial statements issued for fiscal years beginning after December 15, 2008. Currently the Company does not anticipate that this statement will have an impact on its financial statements.
3.	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

ROYALITE PETROLEUM COMPANY INC.
(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2008
(Stated in U.S. Dollars)

3. ACQUISITION (Continued)

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

4.	DISCONTINUED OPERATIONS
	Pursuant to an agreement dated June 5, 2008, on July 7, 2008 the Company completed the sale of its wholly owned subsidiary Company, Worldbid International Inc. and all the assets and liabilities of its internet business to Markteck Acquisition Corp. In consideration the Company received $50,000 and the assumption of approximately $93,000 in liabilities. (See Note 16).
	The transaction was valued at the fair value of the assets and liabilities disposed of.
	The following table summarizes the identifiable assets and liabilities of the business segment disposed of as of April 30, 2008 and 2007.

		APRIL 30
		2008		2007
Assets Held for Discontinued Operations
Current
Cash	$	3,969	$	14,316
Receivables - other		2,746		7,524
		6,715		21,840
Deposits		32,247		31,079
Property and equipment – (net)		2,917		4,649
Total Assets Held for Discontinued Operations	$	41,879	$	57,568
Liabilities Held for Discontinued Operations
Current
Accounts payable and accrued liabilities	$	68,823	$	69,019
Deferred income		14,070		18,885
Total Liabilities Held for Discontinued Operations	$	82,893	$	87,904

ROYALITE PETROLEUM COMPANY INC.
(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2008
(Stated in U.S. Dollars)

5.	PROPERTY AND EQUIPMENT
	Property and equipment consists of the following:

		APRIL 30
		2008		2007
Computer equipment and software	$	-	$	3,500
Support equipment		-		13,052
Less: Accumulated depreciation		-		(2,771	)
	$	-	$	13,781

6.	LICENSE RIGHTS
	License rights consist of the following:

		APRIL 30
		2008			2007
Licensing rights	$	3,000		$	3,000
Less: Accumulated depreciation		(401	)		(201	)
	$	2,559		$	2,799

7.	DEPOSIT ON UNPROVEN OIL AND GAS PROPERTY – RELATED PARTY
	On April 2, 2008, the Company issued 50,000,000 common shares and advanced $340,000 to May Petroleum Inc. (“May”) pursuant to an oil and gas property agreement whereby the Company would acquire May Petroleum, Inc’s interest in an oil and gas prospect in Matagorda County, Texas. The fair value of the stock issuance was $12,000,000. As at April 30, 2008 title to the interest in the property had not been transferred to the Company. Transfer of title was completed on June 2, 2008.
	As a result of the share issuance, May Petroleum Inc. became the Company’s majority shareholder, and the President of May Petroleum was appointed as an officer and director of the Company.
	The Company also issued 1,000,000 common shares as finders fees in relation to the above transaction. The fair value of the stock issuance was $360,000.

ROYALITE PETROLEUM COMPANY INC.
(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2008
(Stated in U.S. Dollars)

8. UNPROVEN OIL AND GAS PROPERTIES (Continued) Unproven oil and gas properties consist of the following:

		APRIL 30
		2008			2007
Acquisition costs	$	2,564,701		$	2,413,684
Less: Write off of abandoned property		(92,000	)		-
		2472,701			2,413,684
Exploration costs		2,897,025			2,250,118
Less: Write off of cost on abandoned well		(2,849,313	)		(2,250,118	)
		47,712			-
	$	2,520,413		$	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.

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

ROYALITE PETROLEUM COMPANY INC.
(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2008
(Stated in U.S. Dollars)

8.	UNPROVEN OIL AND GAS PROPERTIES (Continued)
	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.
	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.
	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 with a fair value of $92,000. In order to exercise this option, the Company must provide CULA with a written notice of exercise on or before November 21, 2007.

ROYALITE PETROLEUM COMPANY INC.
(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2008
(Stated in U.S. Dollars)

8.	UNPROVEN OIL AND GAS PROPERTIES (Continued)
	Upon exercise of the 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”);
		(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
	The Company failed to meet the conditions for closing, and accordingly the fair value of the 200,000 common shares issued of $92,000 has been written off in the period. The Company has decided to no longer pursue this property.

ROYALITE PETROLEUM COMPANY INC.
(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2008
(Stated in U.S. Dollars)

8.	UNPROVEN OIL AND GAS PROPERTIES (Continued)
	On January 1, 2008, the Company renewed oil and gas leases with 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 $5,070 for the annual lease costs.
	On April 3, 2008, the Company renewed oil and gas leases with 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 annual lease costs.
	On April 14, 2008, the Company renewed oil and gas leases with the State of Utah representing a 100% working interest in 5 parcels totaling 3,501 acres situated in Piute, Iron and Garfield Counties of Utah. The Company paid the State of Utah a total of $5,568 for the annual lease costs.
	From May 1, 2007 to April 30, 2008, the Company capitalized $47,712 in engineering costs related to regulatory reporting and filing, and the mapping, surveying, permitting and site release of future planned well drilling locations.
9.	LOANS PAYABLE – RELATED PARTIES
	Loans payable comprise the following:

		APRIL 30
		2008		2007
Amount due to a director, is unsecured, payable
on demand and bears interest at 10% per
annum.	$	26,680	$	21,680
Amount due to significant shareholder,
unsecured, payable on demand and non
interest bearing		20,070		-
	$	46,750	$	21,680

10.	SHARE SUBSCRIPTIONS RECEIVED
	Pursuant to a private placement offering of 8,660,000 common shares at $0.25 to raise gross proceeds of $2,165,000, as at April 30, 2008 the Company had received share subscriptions amounting to $364,985 (2007 – nil).

ROYALITE PETROLEUM COMPANY INC.
(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2008
(Stated in U.S. Dollars)

11.	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 International Inc.
12	CAPITAL STOCK
	a)	Common and Preferred Stock:
		As of April 30, 2008, there were 88,107,270 shares of common stock outstanding and zero shares of preferred stock outstanding. Outstanding shares of common stock consist 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.
		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. The fair value of the issuance was $92,000
		ix)	On November 30, 2007, the Company issued 100,000 common shares pursuant to on investor relations agreement. The fair value of the issuance was $57,000.

ROYALITE PETROLEUM COMPANY INC.
(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2008
(Stated in U.S. Dollars)

12	CAPITAL STOCK – (Continued)
	a)	Common and Preferred Stock (Continued)
		x)	On April 2, 2008, the Company issued 50,000,000 common shares to May Petroleum Inc. (“May”) pursuant to an oil and gas property agreement. The fair value of the issuance was $12,000,000. (Note 7)
		xi)	On April 2, 2008, the Company issued 1,000,000 common shares as commission in connection with the oil and gas property acquired on April 2, 2008 from May Petroleum Inc. The fair value of the issuance was $360,000. (Note 7)
	b)	Share Purchase Warrants
		As at April 30, 2008, no share purchase warrants are outstanding.
		Warrants to purchase 1,740,081 and 1,231,017 common shares at $0.85 and $1.75 respectively expired during the year ended April 30, 2008.
13.	COMMITMENTS AND CONTINGENCIES
	a)	Commitments
		i)	The Company has operating leases for its offices. Future minimum lease payments under the operating leases for the facilities are as follows:

12 Months ended April 30, 2009 $  1,800

ii) On April 2, 2008, the Company entered into a management agreement with the Chairman and Chief Executive Officer. Pursuant to the terms of the management agreement, a management fee of $10,000 per month is to be paid based on a commitment to work 90 hours per month on our business development. The term of the management agreement is for a period of two years expiring at the close of business on March 31, 2010, unless otherwise terminated pursuant to the terms of the agreement or extended by the Board.

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.

ROYALITE PETROLEUM COMPANY INC.
(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2008
(Stated in U.S. Dollars)

13.	COMMITMENTS AND CONTINGENCIES (Continued)
	b)	Contingencies (Continued)
		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 April 30, 2008, 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.
14.	RELATED PARTY TRANSACTIONS
	a)	Included in accounts payable is $111,991 (April 30, 2007 - $6,836) due to a directors or Companies controlled by directors of the Company. The amount is unsecured and without specified terms of repayment.
	b)	Included in liabilities held for discontinued operations is $4,603 (April 30, 2007 - $5,136) due to a director.
	c)	Included in deposits on Oil and Gas Property is an amount of $12,340,000 due to a Company controlled by a director. (Note 7)
	d)	During the years ended April 30, 2008 and 2007 the Company accrued or was charged the following amounts by directors, and companies with a common director or officer:

		APRIL 30
		2008		2007
Income Statement Items
Consulting fees	$	141,329		90,000
Interest expense		2,293		361
Management fees		140,000		20,000
Loss on discontinued operations		110,331		16,348
	$	393,953	$	126,709

15.	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 years ended April 30, 2008 and 2007 are as follows:

ROYALITE PETROLEUM COMPANY INC.
(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2008
(Stated in U.S. Dollars)

15. SEGMENTED INFORMATION (Continued)

April 30, 2008		USA		Canada		Total
Assets	$	15,350,440	$	41,879	$	15,392,319
Liabilities	$	1,711,857	$	82,893	$	1,794,750
Loss for the period	$	1,515,988	$	37,528	$	1,553,516
April 30, 2007		USA		Canada		Total
Assets	$	3,881,609	$	57,568	$	3,939,177
Liabilities	$	1,202,670	$	87,904	$	1,290,574
Loss for the period	$	4,150,338	$	9,719	$	4,160,057

16.	SUBSEQUENT EVENTS
	a)	On June 2, 2008, title to the oil and gas property interest acquired from May Petroleum Inc. (“May”) was transferred to the Company.
		Under the terms of the Agreement, May transferred and assigned to us all its right, title and interest in the Prospect, the Purchase and Sale Agreement and the Data in consideration of the following:
		i)	the issuance to May of 50,000,000 shares (the “Shares”) of our common stock within five (5) business days of the date of the Agreement (issued during the year ended April 30, 2008); and
		ii)	the reimbursement to May within thirty (30) days of the date of the Agreement of the $100,000 deposit paid by May under the Purchase and Sale Agreement (paid during the year ended April 30, 2008).
		The Agreement also contemplates that any other property interest acquired in the Area of Mutual Interest shall become part of the Prospect and subject to the Agreement.
		The Company will be responsible for making all payments and completing all acts required under the Purchase and Sale Agreement or any other agreements in respect of properties comprising the Prospect. Subsequent to the year end the Company had paid an additional $580,000 pursuant to the agreement.
		Pursuant to the terms of the lease acquired the Company was required to commence drilling operations on or before August 1, 2008. In addition, the Company is obligated to pay an operation bonus payment of $150,000 to the landowner. On August 1, 2008, the Company commenced drilling operations on the prospect.

ROYALITE PETROLEUM COMPANY INC.
(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2008
(Stated in U.S. Dollars)

16.	SUBSEQUENT EVENTS (Continued)
	b)	On July 7, 2008, Royalite Petroleum Company Inc. (the “Company”) completed the disposition of Worldbid International Inc. (“Worldbid”), its internet business, to Marktech Acquisition Corp. (“Marktech”). The disposition was completed pursuant to the terms and conditions of the Share Purchase Agreement dated June 5, 2008 (the “Share Purchase Agreement”) among the Company, Marktech and Worldbid. Under the terms of the Share Purchase Agreement, the Company sold all of the shares of Worldbid and all Worldbid related business assets to Marktech in consideration of $50,000 and the assumption of approximately $93,000 in liabilities. The cash portion of the purchase price consisted of $25,000 in cash and a non-interest bearing promissory note in the amount of $25,000 in favor of the Company due on August 6, 2008. As additional consideration, the Company assigned to Marktech its right and interest in the intercompany loan between the Company and Worldbid. In addition, Marktech will indemnify the Company from any liabilities or damages arising out of the liabilities of Worldbid and the liabilities assumed by Marktech. The Company disposed of the subsidiary in order to concentrate its efforts on its core oil and gas business.
	c)	On August 6, 2008, the Company completed a private placement of 8,660,000 shares of common stock at a price of $0.25 per share for gross proceeds of $2,165,000.
	d)	On August 7, 2008, the Board of Directors approved a private placement offering of up to 12,500,000 shares of common stock at a price of $0.40 per share for aggregate gross proceeds of $5,000,000. We may also pay commissions of up to 10% where permitted by law to licensed brokers or investment dealers or other qualified finders introducing purchasers of the Private Placement Offering. There is no assurance that the Private Placement Offering will be completed on the above terms or at all.

ITEM 9.               CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

None.

ITEM 9AT.          CONTROLS AND PROCEDURES.

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management to allow timely decisions regarding required disclosure based closely on the definition of "disclosure controls and procedures" in Rule 13a-15(e) and 15d-15(e). In designing and evaluating the disclosure controls and procedures, management recognized that all internal control systems, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

We carried out an assessment, with the participation of our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered in this report. Based on the foregoing, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective.

There has been no change in our internal controls over financial reporting that occurred during the period covered by this Annual Report on Form 10-K that has materially affected, or is reasonably likely to materially affect, its internal controls over financial reporting.

Management’s Annual Report on Internal Control Over Financial Reporting.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting for us, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control system was designed to provide reasonable assurance to our management and Board of Directors regarding the preparation and fair presentation of published financial statements.

Management assessed the effectiveness of our internal control over financial reporting based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control - Integrated Framework. Based on its assessment, management concluded that its internal control over financial reporting was effective as of April 30, 2008.

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management’s report in this annual report.

Limitations on the Effectiveness of Internal Controls

Our management does not expect that its disclosure controls and procedures, nor its internal control over financial reporting, will necessarily prevent all fraud and material error. Our disclosure controls and procedures are designed to provide reasonable assurance of achieving its objectives and our Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures are effective at a reasonable, but not absolute, assurance level. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to the costs.

Because of the inherent limitations in all control systems, no assessment of controls can provide absolute assurance that all control issues and instances of fraud, if any, will be detected. Inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by

22

collusion of two or more people, or by management override of internal control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time the degree of compliance with the policies or procedures may deteriorate or the controls may become inadequate due to changes in conditions.

ITEM 9B.          OTHER INFORMATION.

1.

On August 6, 2008, we completed a private placement of 8,660,000 shares of our common stock at a price of $0.25 per share for gross proceeds of $2,165,000 (the “Private Placement”). We previously announced the Private Placement for the sale of up to 8,000,000 shares of our common stock. As the Private Placement was oversubscribed, our Board of Directors approved an increase in the Private Placement of up to 8,660,000 shares of our common stock. The proceeds of the Private Placement will be used to fund our business and for working capital purposes. The offering was made to accredited investors pursuant to Rule 506 of Regulation D promulgated under the Securities Act.

2.

On August 7, 2008, our Board of Directors approved a private placement offering of up to 12,500,000 shares of our common stock at a price of $0.40 per share for aggregate gross proceeds of $5,000,000 (the “Private Placement Offering”). The proceeds of the Private Placement Offering will be used to fund our business and for working capital purposes. The Private Placement Offering will be made to accredited investors pursuant to Rule 506 of Regulation D promulgated under the Securities Act. We may also pay commissions of up to 10% where permitted by law to licensed brokers or investment dealers or other qualified finders introducing purchasers of the Private Placement Offering. There is no assurance that the Private Placement Offering will be completed on the above terms or at all.

23

PART III

ITEM 10.             DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

The following table sets forth the names and positions of our officers and directors as of the date hereof.

Name	Age	Positions
Norris R. Harris	74	Chief Executive Officer, Chairman and Director
D. James Fajack	72	Chief Financial Officer and Director
Logan B. Anderson	54	President, Secretary, Treasurer and Director

Set forth below is a brief description of the background and business experience of our executive officers and directors:

Norris R. Harris. Mr. Harris was appointed our Chief Executive Officer, Chairman and a member of our Board of Directors on March 31, 2008. Mr. Harris has considerable experience over the past 50 years in oil and gas exploration, founding and restructuring of oil and gas companies and in oil and gas drilling and operations. Mr. Harris has been a member of the AAPG (American Association of Petroleum Geologists) since October 20, 1980 and is an Emeritus Member of the Society Exploration Geophysicists. Mr. Harris has an extensive base of contacts in the oil and gas industry and the Company believes his appointment will provide the expertise required for the Company to properly evaluate and exploit its existing oil and gas properties and to seek other opportunities in the oil and gas industry.

Over the past five years, Mr. Harris’s business experience is as follows:

- From January 1, 2003 to present, Mr. Harris owned and operated Gulfport Oil And Gas, Inc.;

- From January 1, 2006 to present, he owned and operated Range Resources;

- From January 1, 2007 to present, he owned and operated May Petroleum, Inc.; and

- Since 1988 he has drilled wells for his own account in Alabama and Texas.

Mr. Harris has also acted as an officer or director of Texas Arkansas Petroleum Company, Centex Oil & Gas Inc., and Basin Exploration Corporation, all of which corporations were engaged in oil and gas exploration. He also has considerable international oil and gas exploration experience as a geophysicist with Mobil Oil Corporation where he worked in Turkey, Austria, Holland, England (North Sea) and Nigeria.

D. James Fajack. Mr. Fajack was appointed our Chief Financial Officer and a member of our Board of Directors on April 11, 2008. Mr. Fajack, a Certified Public Accountant, received his BS Degree with Honors from John Carrol University and an MBA from Case Western Reserve University.

Since March 1, 2001, Mr. Fajack has served as the chief operating officer of Marjorie and Associates, P.C., managing the business of a commercial law firm in Texas. Mr. Fajack has also served as an officer or director of several publicly traded companies including:

- OKC Corp. (NYSE)

- Buttes Gas & Oil (NYSE)

- Remington Oil & Gas (NYSE)

- OKC Partners (NASD)

- King Resources, Inc.

Logan B. Anderson. Mr. Anderson is our President, Secretary, Treasurer and a member of our Board of Directors. Mr. Anderson is a graduate of Otago University, New Zealand, with a Bachelor's Degree of Commerce in Accounting and Economics (1977). He is an Associated Chartered Accountant (New Zealand) and was employed by Coopers & Lybrand in New Zealand (1977-1980) and Canada (1980-1982). From 1982 to 1992, Mr. Anderson was comptroller of Cohart Management Group, Inc., a management service company which was responsible for the management of a number of private and public companies. Mr. Anderson has been principal and president of Amteck Financial Services Company, a financial consulting service company

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since 1993. Mr. Anderson has been an officer and director of a number of private and public companies in the past 12 years, including PLC Systems, Inc. and 3D-Systems Inc. Mr. Anderson has also served as an officer or director of several publicly traded companies including Royal Mines and Minerals Corp. (OTCBB) and XLR Medical Corp. (OTC PinkSheets).

Significant Employees

Other than our executive officers and directors, we have no significant employees.

Committees Of The Board Of Directors

We do not have a separately designated audit committee. As such, our entire Board of Directors acts as our audit committee.

We do not have a separately designated compensation committee, nominating committee, an executive committee of our board of directors, stock plan committee or any other separately designated committees.

Audit Committee Financial Expert

Our Board of Directors has determined that each of D. James Fajack and Logan B. Anderson, qualify as an “audit committee financial expert” within the meaning prescribed by Item 407(d)(5) of Regulation S-K by virtue of their professional qualifications as certified public accountant and associated chartered accountant, respectively, and their experience.

Terms of Office

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

Code of Ethics

We adopted a Code of Ethics applicable to our principal executive officer, principal financial officer, and our principal accounting officer, which is a "code of ethics" as defined by applicable rules of the SEC. Our Code of Ethics is attached to our Annual Report on Form 10-KSB for the year ended April 30, 2004. If we make any amendments to our Code of Ethics other than technical, administrative, or other non-substantive amendments, or grant any waivers, including implicit waivers, from a provision of our Code of Ethics to our principal executive officer, principal financial officer, or our principal accounting officer, we will disclose the nature of the amendment or waiver, its effective date and to whom it applies in a Current Report on Form 8-K filed with the SEC.

COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT

Section 16(a) of the Exchange Act requires our executive officers and directors, and persons who beneficially own more than 10% of our equity securities (collectively, the “Reporting Persons”), to file reports of ownership and changes in ownership with the SEC. Reporting Persons are required by SEC regulations to furnish us with copies of all forms they file pursuant to Section 16(a). Based on our review of the copies of such forms received by us, other than as described below, no other reports were required for those persons, and we believe that during the year ended April 30, 2008, all Reporting Persons complied with all Section 16(a) filing requirements applicable to them.

The following persons have failed to file, on a timely basis, the identified reports required by Section 16(a) of the Securities Exchange Act of 1934:

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Name and Principal Position	Number of Late Reports	Transactions Not Timely Reported	Known Failures to File a Required Form
Norris R. Harris	Two	Two	Two
Chairman, Chief Executive Officer, and Director
D. James Fajack	One	One	None
Chief Financial Officer and Director
Logan B. Anderson	None	None	None
President, Secretary, Treasurer and Director
William Charles Tao(1)
Former Director	None	None	None
Michael L. Cass(2)	None	None	None
Former Chief Executive Officer, Former President
and Former Director

Notes:
1.	Dr. Tao resigned as a director on June 16, 2008.
2.	Mr. Cass resigned as a director and executive officer on February 18, 2008.

ITEM 11.             EXECUTIVE COMPENSATION.

SUMMARY COMPENSATION TABLE

The following table sets forth total compensation paid to or earned by our named executive officers, as that term is defined in Item 402(m)(2) of Regulation S-K during the fiscal years ended April 30, 2008 and 2007.

SUMMARY COMPENSATION TABLE
Name & Principal Position	Year End April 30,	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compen- sation ($)	Nonqualified Deferred Compen- sation Earnings ($)	All Other Compen- sation ($)	Total ($)
Norris R. Harris(1) Chairman, CEO &    Director	2008 2007	$10,000 n/a	$0 n/a	$0 n/a	$0 n/a	$0 n/a	$0 n/a	$0 n/a	$10,000 n/a
D. James Fajack(2) CFO & Director	2008 2007	$0 n/a	$0 n/a	$0 n/a	$0 n/a	$0 n/a	$0 n/a	$0 n/a	$0 n/a
Logan B. Anderson(3) President, Secretary,    Treasurer & Director Former CEO and    Former CFO	2008 2007	$120,000 $105,000	$0 $0	$0 $0	$0 $0	$0 $0	$0 $0	$0 $0	$120,000 $105,000

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Michael L. Cass(4) Former CEO, Former    President & Former    Director	2008 2007	$116,129 $20,000	$0 $0	$0 $0	$0 $0	$0 $0	$0 $0	$0 $0	$116,129 $20,000
Howard Thomson(5) Former executive     officer, former director	2008 2007	n/a $9,000	n/a $0	n/a $0	n/a $0	n/a $0	n/a $0	n/a $0	n/a $9,000

Notes:
(1)	Mr. Harris was appointed the Chairman, CEO and a director on March 31, 2008. Mr. Harris is compensated $10,000 per month for his services pursuant to a Management Agreement dated April 2, 2008.
(2)	Mr. Fajack was appointed the CFO and a director on April 11, 2008.
(3)	Mr. Anderson has served in various officer capacities. Mr. Anderson is currently the President, Secretary, Treasurer and a director.
(4)	Mr. Cass resigned as a director and executive officer on February 18, 2008. Mr. Cass was compensated for his services pursuant to a consulting agreement between Royalite Corp. and Nitra Corporation, a company in which Mr. Cass acts as its president. The compensation provided in the table above was paid to Nitra Corporation for the period from March 1, 2007 to February 18, 2008. Royalite Corp. paid Nitra Corporation a total of $94,000 under the terms of Nitra Corporation’s contract with Royalite Corp. for the period from June 1, 2006 to February 28, 2007.
(5)	Mr. Thomson resigned as our Chief Financial Officer, Secretary, Treasurer and as a member of our Board of Directors on August 31, 2006.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

As at our fiscal year ended April 30, 2008, we had no outstanding equity awards.

Compensation of Directors

The following table sets forth total compensation paid to or earned by our directors, other than directors who are also named executive officers as that term is defined in Item 402(m)(2) of Regulation S-K, during the fiscal year ended April 30, 2008:

DIRECTOR COMPENSATION
Name & Principal Position	Year Ended April 30	Fees Earned/ Paid in Cash ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compen- sation ($)	Nonqualified Deferred Compen- sation Earnings ($)	All Other Compen- sation ($)	Total ($)
William C. Tao(1) Former Director	2008	$0	$0	$0	$0	$0	$0	$0

Notes:
(1)	Dr. Tao served as a member of our Board of Directors from July 10, 2006 until his resignation on June 16, 2008.

Employment Agreements

Norris R. Harris, our Chief Executive Officer and Chairman, is paid pursuant to a management agreement with us dated April 2, 2008. Pursuant to the terms of the agreement, Mr. Harris is to be paid a management fee of $10,000 per month based on Mr. Harris committing 90 hours per month on our business development in consideration for acting as our Chairman and Chief Executive Officer and providing management services to us. The term of the agreement is for a period of two years expiring at the close of business on March 31, 2010, unless otherwise terminated pursuant to the terms of the agreement or extended by the Board.

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Logan B. Anderson, our President, Secretary and Treasurer and one of our directors, is paid pursuant to an executive consultant agreement with us dated September 1, 2001. This consultant agreement was amended effective November 1, 2002, August 29, 2003 and April 30, 2005 to reduce the consulting fee that paid to Mr. Anderson from $12,500 per month to $3,000 per month and to extend the term of the agreement. Effective May 1, 2005, we verbally agreed to increase the consulting fee paid to Mr. Anderson up to $5,000 per month, and effective August 1, 2006, we verbally agreed to increase the consulting fee to $10,000 per month. The amended consultant agreement is automatically renewable on a month to month basis provided that we can terminate the consultant agreement without cause upon the payment to Mr. Anderson of an amount equal to the six months consultant fee.

Paul Wagorn, the Secretary, Treasurer and Chief Operating Officer of Worldbid International Inc. (“Worldbid”), our former internet business, was paid pursuant to a consulting contract with Worldbid. Mr. Wagorn provided his services to us as a consultant. As a result of our disposition of Worldbid, we are no longer obligated to pay Mr. Wagorn his consulting fee.

We do not currently have an employment, consulting or other compensation agreement with Mr. Fajack, our Chief Financial Officer and a director.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

EQUITY COMPENSATION PLANS

We do not currently have any equity compensation plans (including individual compensation arrangements) in place under which our equity securities are authorized for issuance.

Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options (a)	Weighted-Average Exercise Price of Outstanding Options (b)	Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in column (a)) (c)
Equity Compensation Plans Approved By Security Holders	Nil	N/A	Nil
Equity Compensation Plans Not Approved By Security Holders	Nil	N/A	Nil

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information concerning the number of shares of our common stock owned beneficially as of August 6, 2008 by: (i) each person (including any group) known to us to own more than five percent (5%) of any class of our voting securities, (ii) each of our directors and each of our named executive officers (as defined under Item 402(m)(2) of Regulation S-K), and (iii) officers and directors as a group. Unless otherwise indicated, the shareholders listed possess sole voting and investment power with respect to the shares shown.

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Title of Class	Name and Address of Beneficial Owner	Number of Shares of Common Stock(1)	Percentage of Common Stock(1)
DIRECTORS AND OFFICERS
Common Stock	Norris R. Harris Chairman, CEO & Director	50,000,000 (indirect)(2)	51.6%
Common Stock	D. James Fajack CFO & Director	Nil	Nil
Common Stock	Logan B. Anderson President, Secretary, Treasurer & Director	1,883,623 (direct)	1.9%
Common Stock	All Officers and Directors as a Group (3 persons)	51,883,623	53.6%
5% SHAREHOLDERS
Common Stock	May Petroleum, Inc. 1200 Nueces Street Austin, Texas 78701	50,000,000 (direct)	51.6%

(1)

Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding on August 6, 2008. As of August 6, 2008, there were 96,864,054 shares of our common stock issued and outstanding.

(2)

Norris R. Harris is a controlling shareholder of May Petroleum, Inc. and, accordingly, indirectly holds 51.6% of our issued and outstanding common stock.

CHANGES IN CONTROL

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

ITEM 13.             CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

RELATED TRANSACTIONS

Except as described below, none of the following parties has, during the last two fiscal years, had any material interest, direct or indirect, in any transaction with us or in any presently proposed transaction that has or will materially affect us, other than noted in this section:

(i)	Any of our directors or officers;
(ii)	Any person proposed as a nominee for election as a director;

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(iii)	Any person who beneficially owns, directly or indirectly, shares carrying more than 10% of the voting rights attached to our outstanding shares of common stock;
(iv)	Any of our promoters; and
(v)	Any relative or spouse of any of the foregoing persons who has the same house as such person.

On February 28, 2007, we completed the acquisition of Royalite Corp. The following related persons had a material interest in our acquisition of Royalite Corp.:

Name	Relationship to the Company	Interest in the Transaction
Michael L. Cass	Former CEO, Former President and Former Director.	Mr. Cass received an aggregate of 3,000,000 shares of our common stock in exchange for the shares or Royalite Corp. owned by him at the time the acquisition was completed. At the time the transaction was completed, Mr. Cass was also the CEO, President and a Director of Royalite Corp.
William Charles Tao	Former Director.	Mr. Tao received an aggregate of 400,000 shares of our common stock in exchange for the shares of Royalite Corp. owned by him at the time the acquisition was completed.
K. Ian Matheson	Former owner of more than 5% of outstanding stock.	Mr. Matheson received an aggregate of 2,825,000 shares of our common stock in exchange for the shares of Royalite Corp. owned by him at the time the acquisition was completed. At the time the transaction was completed, Mr. Matheson was also the Chief Financial Officer, Treasurer, Secretary and a Director of Royalite Corp.
Debra Matheson	Spouse of former owner of more than 5% of outstanding stock.	Mrs. Matheson received an aggregate of 1,500,000 shares of our common stock in exchange for the shares of Royalite Corp. owned by her at the time the acquisition was completed.
Harold C. Moll	Former owner of more than 5% of outstanding stock.	Mr. Moll received an aggregate of 3,802,000 shares of our common stock in exchange for the shares of Royalite Corp. owned by him at the time the acquisition was completed.

On April 2, 2008, May Petroleum, Inc. (“May”) acquired 50,000,000 shares of our common stock pursuant to the terms of an agreement dated April 2, 2008 with May to acquire May’s interest in an oil and gas prospect (the “Prospect”) in Matagorda County, Texas (the “Agreement”). May is a company controlled by Norris R. Harris, the Company’s Chairman, Chief Executive Officer and Director. Although the Agreement was entered into on April 2, 2008, its principal terms were negotiated with Mr. Harris prior to him becoming a director or officer on the Company on March 31, 2008.

DIRECTOR INDEPENDENCE

Our common stock is quoted on the OTC Bulletin Board inter-dealer quotation system, which does not have director independence requirements. Under NASDAQ Rule 4200(a)(15), a director is not considered to be independent if he or she is also an executive officer or employee of the corporation. There is no member of our Board who is not an executive officer or employee. As a result, we no independent directors.

As a result of our limited operating history and minimal resources, our management believes that it will have difficulty in attracting independent directors. In addition, we would likely be required to obtain directors and

30

officers insurance coverage in order to attract and retain independent directors. Our management believes that the costs associated with maintaining such insurance is prohibitive at this time.

ITEM 14.             PRINCIPAL ACCOUNTING FEES AND SERVICES.

The aggregate fees billed for the fiscal years ended April 30, 2008 and April 30, 2007 for professional services rendered by the principal accountant for the audit of the Corporation’s annual financial statements and review of the financial statements included in our Quarterly Reports on Form 10-QSB and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:

	Year Ended April 30, 2008	Year Ended April 30, 2007
Audit Fees	$28,720	$16,309
Audit-Related Fees	$0	$0
Tax Fees	$0	$0
All Other Fees	$0	$0
Total	$28,720	$16,309

ITEM 15.             EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

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 between Royalite Petroleum Corp. and Royalite Acquisition Corp.(10)
3.4	Articles of Merger between Royalite Acquisition Corp. and the Company.(10)
4.1	Specimen Stock Certificate.(1)
10.1	Executive Consultant Agreement dated September 1, 2001 between the Company and Logan B. Anderson.(2)
10.2	Amendment to Executive Consultant Agreement dated November 1, 2002 between the Company and Logan B. Anderson.(3)
10.3	Amendment to Executive Consultant Agreement dated for reference August 29, 2003 between the Company and Logan B. Anderson.(4)
10.4	Amendment to Executive Consultant Agreement dated for reference April 30, 2005 between the Company and Logan B. 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

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Exhibit	Description of Exhibit
Number
	Company.(13)
10.11	Agreement dated effective April 2, 2008 between the Company and May Petroleum, Inc.(15)
10.12	Management Agreement dated April 2, 2008 between the Company and Norris R. Harris.(15)
10.13	Share Purchase Agreement dated for reference June 5, 2008 among the Company, Worldbid International Inc. and Marktech Acquisition Corp.(16)
14.1	Code of Ethics.(4)
17.1	Resignation of Michael Cass.(14)
17.1	Resignation of William C. Tao.(17)
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 Form 10-SB 12G/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.
(14)	Filed as an Exhibit to our Current Report on Form 8-K filed with the SEC on February 20, 2008.
(15)	Filed as an Exhibit to our Current Report on Form 8-K filed with the SEC on April 4, 2008.
(16)	Filed as an Exhibit to our Current Report on Form 8-K filed with the SEC on June 6, 2008.
(17)	Filed as an Exhibit to our Current Report on Form 8-K filed with the SEC on June 20, 2008.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

			ROYALITE PETROLEUM COMPANY INC.
Date:	August 13, 2008	By:	/s/ Norris R. Harris
			NORRIS R. HARRIS
			Chief Executive Officer
			(Principal Executive Officer)
Date:	August 13, 2008	By:	/s/ D. James Fajack
			D. JAMES FAJACK
			Chief Financial Officer
			(Principal Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Date:	August 13, 2008	By:	/s/ Norris R. Harris
			NORRIS R. HARRIS
			Director
Date:	August 13, 2008	By:	/s/ D. James Fajack
			D. JAMES FAJACK
			Director
Date:	August 13, 2008	By:	/s/ Logan B. Anderson
			LOGAN B. ANDERSON
			President, Secretary and Treasurer
			Director

EX-31.1

CERTIFICATIONS

I, Norris R. Harris, certify that;

(1)	I have reviewed this Annual Report on Form 10-K of Royalite Petroleum Company Inc.;
(2)	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
(3)	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
(4)	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f) and 15d-15(f) for the registrant and have:
	a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
(5)	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
	a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
	b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	August 13, 2008
	/s/ Norris R. Harris
By:	Norris R. Harris
Title:	Chief Executive Officer

EX-31.2

CERTIFICATIONS

I, D. James Fajack, certify that;

(1)	I have reviewed this Annual Report on Form 10-K of Royalite Petroleum Company Inc.;
(2)	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
(3)	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
(4)	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f) and 15d-15(f) for the registrant and have:
	a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
(5)	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
	a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
	b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	August 13, 2008
	/s/ D. James Fajack
By:	D. James Fajack
Title:	Chief Financial Officer

EX-32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Norris R. Harris, the Chief Executive Officer of Royalite Petroleum Company Inc. (the “Company”), hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

(i)	the Annual Report on Form 10-K of the Company, for the fiscal year ended April 30, 2008, and to which this certification is attached as Exhibit 32.1 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(ii)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

By:	/s/ Norris R. Harris
Name:	NORRIS R. HARRIS
Title:	Chief Executive Officer
Date:	August 13, 2008

A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

This certification accompanies the Form 10-K to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934 (whether made before or after the date of the Form 10-K), irrespective of any general incorporation language contained in such filing.

EX-32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, D. James Fajack, the Chief Financial Officer of Royalite Petroleum Company Inc. (the “Company”), hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

(i)	the Annual Report on Form 10-K of the Company, for the fiscal year ended April 30, 2008, and to which this certification is attached as Exhibit 32.2 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(ii)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

By:	/s/ D. James Fajack
Name:	D. JAMES FAJACK
Title:	Chief Financial Officer
Date:	August 13, 2008

A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

This certification accompanies the Form 10-K to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934 (whether made before or after the date of the Form 10-K), irrespective of any general incorporation language contained in such filing.