**UNITEDSTATESSECURITIES AND EXCHANGE COMMISSION********WASHINGTON,D.C. 20549**

 

**FORM 10-K/A**

 

**Amendment No. 1**

 
| **(MARK ONE)**                                                                                   |
|--------------------------------------------------------------------------------------------------|
| ** **                                                                                       |
| **x**                                                                                            | ** ** | **ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF  THE SECURITIES EXCHANGE ACT OF 1934** |
|                                                                                             |   |   |
| **For the Fiscal Year Ended December 31, 2007**                                                  |
|                                                                                             |   |   |
| **OR**                                                                                           |
|                                                                                             |   |   |
| **o**                                                                                            | ** ** | **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 000-51257**

 

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**BIDZ.com, INC.**(Exact name ofregistrant as specified in its charter)

 

| **Delaware**(State or  other jurisdiction of  incorporation or organization)                                       | ** ** | **95-4728109**(I.R.S. Employer Identification No.) |
|--------------------------------------------------------------------------------------------------------------------|------------|----------------------------------------------------|
|                                                                                                               |       |                                               |
| **3562 Eastham Drive, Culver City, California 90232**(Address of  principal executive offices, including zip code) |

 

**(310) 280-7373**

(Registrant’stelephone number, including area code)

 

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Securities Registered Pursuant to Section 12(b) of the Act:

 

| **Title  of each class**          | ** ** | **Name of  each exchange on which registered** |
|-----------------------------------|------------|------------------------------------------------|
| **Common Stock, $.001 par value** | ** ** | **NASDAQ Capital Market**                      |

 

Indicateby check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405of the Securities Act. Yes o   No x

 

Indicateby check mark if the registrant is not required to file reports pursuant to Section 13or Section 15(d) of the Act. Yes o    No x

 

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Indicateby check mark whether the registrant (1) has filed all reports required tobe filed by Section 13 or 15(d) of the Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period that theregistrant was required to file such reports), and (2) has been subject tosuch filing requirements for the past 90 days. Yes x    No o

 

Indicateby check mark if disclosure of delinquent filers pursuant to Item 405 ofRegulation S-K is not contained herein, and will not be contained, to thebest of registrant’s knowledge, in definitive proxy or information statementsincorporated by reference in Part III of this Form 10-K or anyamendment to this Form 10-K.

 

Indicateby check mark whether the registrant is a large accelerated filer, anaccelerated filer, or a non-accelerated filer. See definition of “acceleratedfiler and large accelerated filer” in Rule 12b-2 of the Exchange Act.(Check one):

 
| Large accelerated filer  o          | Accelerated filer   x        |
|-----------------------------------------------|----------------------------------------|
| Non-accelerated filer  o            | Smaller reporting company  o |
| (Do not check if a smaller reporting company) |                                   |

 

Indicateby check mark whether the registrant is a shell company (as defined in Rule 12b-2of the Exchange Act). Yes o    No x

 

The aggregate market valueof the voting stock held by non-affiliates of the registrant based upon theprice of the common stock as of December 31, 2007 was approximately $118.2million. For purposes hereof, directors, executive officers and 10% or greatershareholders have been deemed affiliates.  This determination of affiliatestatus is not necessarily a conclusive determination for others purposes.

 

The number of sharesoutstanding of the registrant’s common stock was 24,556,354 as of February 29,2008.

 

**DOCUMENTS INCORPORATED BY REFERENCE**

 

None.

 

 

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** **

**BIDZ.com, INC.**

 

**FORM 10-K/A**

 

**INDEX**

 
|                                                                                                              |   | **PAGE** |
|-------------------------------------------------------------------------------------------------------------------|--------|----------|
|                                                                                                              |   |     |
| PART III                                                                                                     |   |     |
| Item 10—Directors,  Executive Officers and Corporate Governance                                         |   | 1        |
| Item 11—Executive  Compensation                                                                         |   | 5        |
| Item 12—Security Ownership of Certain Beneficial  Owners and Management and Related Stockholder Matters |   | 15       |
| Item 13—Certain Relationships and Related  Transactions, and Director Independence                      |   | 16       |
| Item 14—Principal Accountant Fees and Services                                                          |   | 17       |
| SIGNATURES                                                                                                        |   | 19       |

 

**BIDZ.COM, INC.**

 

**EXPLANATORY NOTE**

 

Weare filing this amendment to our Annual Report on Form 10-K, originallyfiled with the Securities and Exchange Commission on March 12, 2008,solely for the purpose of amending and supplementing Part III of theAnnual Report on Form 10-K. This amendment changes our Annual Report onlyby including information required by Part III (Items 10, 11, 12, 13and 14). In addition, we are also including Exhibits 31.1 and 31.2, and32, required by the filing of this amendment.

 

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** **

**PART III**

 

**Item 10—Directors, Executive Officers andCorporate Governance.**

 

Thefollowing table sets forth certain information regarding our directors:

 
| **Name**                  | ** ** | **Age** | ** ** | **Position**                                                   | ** ** |
|---------------------------|------------|---------|------------|----------------------------------------------------------------|------------|
| David Zinberg             |       | 50      |       | Chairman of  the Board, President, and Chief Executive Officer |       |
| Lawrence Y. Kong          |       | 47      |       | Chief  Financial Officer, Secretary, Treasurer, and Director   |       |
| Peter G. Hanelt (1)(2)(3) |       | 63      |       | Director                                                       |       |
| Man Jit Singh (1)(2)(3)   |       | 51      |       | Director                                                       |       |
| Garry Y. Itkin (1)(2)(3)  |       | 47      |       | Director                                                       |       |

 

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(1) Memberof our Governance and Nominating Committee.

 

(2) Memberof our Audit Committee.

 

(3) Memberof our Compensation Committee.

 

*David Zinberg*, founder of our Company, has served as the Chairman of the Board ofDirectors, President, and Chief Executive Officer since our inception in November 1998.Mr. Zinberg served as our Secretary from our inception until March 2001.Mr. Zinberg is the brother of Marina Zinberg, a Vice President of ourCompany. Mr. Zinberg is a Class I director whose term expires at the2010 annual meeting of stockholders.

 

*Lawrence Y. Kong* has served as our Chief Financial Officer since January 2001, ourSecretary and Treasurer since March 2006, and a director since July 2003.Mr. Kong earned a Bachelor of Science in Accounting (*summa cum laude*) from the University ofSouth Alabama in June 1982 and a Masters of Business Administration inFinance from the University of Chicago in June 1984. Mr. Kong passedthe Certified Public Accountant examination (State of Illinois) in 1983 and isa member of the American Institute of Certified Public Accountants. Mr. Kongis the husband of Ms. Claudia Y. Liu, our Chief Operating Officer. Mr. Kongis a Class II director whose term expires at the 2008 annual meeting ofstockholders.

 

*Peter G. Hanelt* has served as a director of our company since March 2006. Mr. Hanelthas been a self-employed business consultant since November 2003. Mr. Haneltserved as Chief Restructuring Officer and Chief Operating Officer of the GoodGuys, a regional consumer electronics retailer, from December 2001 throughJuly 2003 and as a consultant from July 2003 through October 2003.From October 1998 to June 2001, Mr. Hanelt served as ChiefExecutive Officer and a director of Natural Wonders, Inc., a nationalspecialty retailer of nature and science merchandise. Mr. Hanelt alsoserves on the boards of Silicon Image, a publicly traded manufacturer ofsemiconductors; Shoe Pavillion, Inc., a publicly traded retailer; PatelcoCredit Union, a not for profit

 

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company;and InterHealth Nutraceuticals, Inc. and Trader Vic’s Restaurants, bothprivate companies. Mr. Hanelt is a Class I director whose termexpires at the 2010 annual meeting of stockholders.

 

*Man Jit Singh* has served as a director of our company since March 2006. Since March 2007,Mr. Singh has been serving as Chairman of Sony EntertainmentTelevision—India, prior to which from July 2003 to March 2007, Mr. Singhserved as a Principal of Diogenes, Inc., a private equity firm, and from April 2001to May 2003, served as Chief Executive Officer of Compete, Inc., apredictive analytics firm. Mr. Singh served as Chief Executive Officer ofseveral companies specializing in management recruitment and temporarystaffing, including, from December 1997 until June 2000,Futurestep Inc. (Founder and Chief Executive Officer), which is KornFerry International’s online subsidiary for middle management recruitment.Prior to Futurestep, from July 1994 to July 1996, Mr. Singhserved on the management committee of BET Plc, a $3 billion service conglomeratefocused on outsourcing non-core activities of its customers. Mr. Singh hasalso held senior positions at various management consulting firms, includingSibson & Co (Partner & Co-leader of Strategy), The Cast GroupAG (Chief Executive Officer), and Cresap (Principal responsible for West Coastpractice). Mr. Singh is a Class II director whose term expires at the2008 annual meeting of stockholders.

 

*Garry Y. Itkin*hasserved as a director of our company since May 2007.  He had previously served as a director of ourcompany from July 2003 to December 2006, when he resigned as adirector.  Mr. Itkin has served asthe Chief Executive Officer of AFB Trading One, Inc., a privately helddistillery, since 1999. Mr. Itkin served as our acting Chief FinancialOfficer from February 1999 until 2000. From November 1987 to May 1999,Mr. Itkin served as Managing Partner of Jeff Ratner & Associates, Inc.,a public accounting and consulting firm in Beverly Hills, California. Mr. Itkinreceived his MBA degree from Pepperdine University in 1986. In 2005, Mr. Itkinreceived his JD degree from the Russian Federation North West Academy ofGovernmental Service. Mr. Itkin is a Class III director whose termexpires at the 2009 annual meeting of stockholders.

 

**Executive Officers**

 

Thefollowing table sets forth information concerning our executive officers andkey employees, each of whom serves at the discretion of the Company’s Board ofDirectors. For biographical information regarding Messrs. Zinberg andKong, who also serve as Directors of the Company, see our Directorsbiographies, above.

 
| **Name**          | ** ** | **Age** | ** ** | **Position**                                                  | ** ** |
|-------------------|------------|---------|------------|---------------------------------------------------------------|------------|
| David  Zinberg    |       | 50      |       | Chairman  of the Board, President and Chief Executive Officer |       |
| Lawrence  Y. Kong |       | 47      |       | Chief  Financial Officer, Secretary, Treasurer, and Director  |       |
| Claudia  Y. Liu   |       | 48      |       | Chief  Operating Officer                                      |       |
| Leon  Kuperman    |       | 34      |       | Chief  Technology Officer                                     |       |
| Larry  E. Russell |       | 56      |       | Chief  Compliance Officer                                     |       |
| James  Gellas     |       | 31      |       | Controller                                                    |       |

 

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* *

*Claudia Y. Liu* has served as our Chief Operating Officer since October 2006. Prior to that, she served as our Vice President of Operations since November 2002.From October 2001 to November 2002, Ms. Liu served as ourBilling Manager. From January 1998 to May 2001, Ms. Liu servedas a director and general manager of Cybertowers Pte Ltd., a publiccompany on the Kuala Lumpur Stock Exchange in Malaysia that specialized insatellite tracking systems. Ms. Liu is the wife of Mr. Kong.

 

*Leon Kuperman*has served as our Chief Technology Officer since January 2007.From 1998 to 2006 Mr. Kuperman was the Chief Technology Officer andco-founder of Truition, a leading provider of hosted and customizable eCommercesolutions for online sellers.  Mr. Kuperman began his career at IBMCanada, where he served from 1993 to 1998 in IBM’s Internet division.  Mr. Kupermanholds a degree in computer science from York University.

 

*Larry E. Russell* has served as our Chief Compliance Officer since September 2006. Prior to that, he served as our Controller since September 2006, and ourChief Technology Officer since February 2006. Prior to that time, Mr. Russellserved as our Chief Internal Control Officer from April 2005. From July 1998to April 2005, Mr. Russell served as an Accounting and InformationSystems Consultant at AccounTec. From 1995 to 1998, Mr. Russell served asthe Controller, Cost Accountant, and Chief Information Officer at GruberSystems, a manufacturer of molds and production equipment. From May 1991to August 1995, Mr. Russell served as a manager in Technology Supportand Network Administration at Ernst & Young, LLP. Mr. Russell isa Certified Public Accountant and holds a Certified Information TechnologyProfessional designation by the AICPA.

 

*James Gellas*has served as our Corporate Controller since June 2007.  Prior tothat, Mr. Gellas served as a consultant, providing business valuationservices.  From 1998 to 2006, Mr. Gellas worked at Rothstein Kass &Company, a national public accounting firm, where he served in financial statementaudit and human resource capacities.  Mr. Gellas is a CertifiedPublic Accountant and holds a BS in Accounting from Lehigh University and anMBA in Finance and Entrepreneurship from the University of Southern California.

 

Weconsider Messrs. Zinberg and Kong, Ms. Liu and Mr. Kuperman asour executive officers; and Messrs. Russell and Gellas as key employees.

 

**Information Regarding the Audit Committee**

 

Thepurpose of the Audit Committee is to oversee the financial and reportingprocesses of our company and the audits of the financial statements of ourcompany and to provide assistance to our Board of Directors with respect to theoversight of the integrity of the financial statements of our company, ourcompany’s compliance with legal and regulatory matters, the independent auditor’squalifications and independence, and the performance of our company’sindependent auditor. The primary responsibilities of the Audit Committee areset forth in its charter. The Audit Committee also selects the independent auditorto conduct the annual audit of the financial statements of our company; reviewsthe proposed scope of such audit; reviews accounting and financial controls ofour company with the independent auditor and our financial accounting staff;and reviews and approves transactions between us and our

 

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directors,officers, and their affiliates. The Audit Committee currently consists of Messrs. Hanelt,Singh, and Itkin, each of whom is an independent director of our company underthe NASDAQ rules as well as under rules adopted by the SEC pursuantto the Sarbanes-Oxley Act of 2002. The Board of Directors has determined that Mr. Hanelt(whose background is detailed above) qualifies as an “audit committee financialexpert” in accordance with applicable rules and regulations of the SEC. Mr. Haneltserves as the Chairman of the Audit Committee.

 

**Stockholder Recommendations for Nominations of Directors**

 

Thepurposes of the Governance and Nominating Committee include the selection orrecommendation to the Board of Directors of nominees to stand for election asdirectors at each election of directors, the oversight of the selection andcomposition of committees of the Board of Directors, the oversight of theevaluations of the Board of Directors and management, and the development andrecommendation to the Board of Directors of a set of corporate governanceprinciples applicable to our company. The Governance and Nominating Committeecurrently consists of Messrs. Hanelt, Singh, and Itkin, with Mr. Haneltserving as Chairman.

 

TheGovernance and Nominating Committee will consider persons recommended bystockholders for inclusion as nominees for election to our Board of Directorsif the names, biographical data, and qualifications of such persons aresubmitted in writing in a timely manner addressed and delivered to our company’ssecretary at our address listed herein. The Governance and Nominating Committeeidentifies and evaluates nominees for our Board of Directors, includingnominees recommended by stockholders, based on numerous factors it considersappropriate, some of which may include strength of character, mature judgment,career specialization, relevant technical skills, diversity, and the extent towhich the nominee would fill a present need on our Board of Directors. Themembers of the Governance and Nominating Committee are independent, as thatterm is defined by NASDAQ.

 

**Section 16(a) BeneficialOwnership Reporting Compliance**

 

Section 16(a) ofthe Securities Exchange Act of 1934 requires our directors and executiveofficers, and persons who own more than 10 percent of a registered class of ourequity securities, to file reports of ownership and changes in ownership withthe Commission.  Executive officers, directors and greater than 10 percentstockholders are required by Commission regulations to furnish the Company withcopies of all Section 16(a) forms they file.  Based solely onour review of the copies of such filings in our possession and writtenrepresentations from our executive officers and directors, we believe that ourexecutive officers, directors and 10 percent stockholders made all necessaryfilings under Section 16(a) during fiscal year 2007, except onedelinquent Form 4 for Leon Kuperman in connection with his purchase of 500shares of the Company’s common stock.

 

**Code of Conduct**

 

OurBoard of Directors has adopted Corporate Governance Principles, and a Code ofConduct for our CEO, CFO and all our directors, officers and employees. We post on our website at *www.bidz.com*,the charters of our Audit, Compensation, and Governance and NominatingCommittees; our Corporate Governance Principles, and Code of Conduct for theCEO, CFO and

 

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directors,officers and employees, and any amendments or waivers thereto; and any othercorporate governance materials contemplated by SEC or NASDAQ regulations. Thesedocuments are also available in print to any stockholder requesting a copy inwriting from our corporate secretary at our executive offices set forth in thisproxy statement.

 

**Item 11—Executive Compensation**

 

**Compensation Discussion and Analysis**

 

**Compensation Philosophy and Objectives**

 

Theexecutive compensation program of our company seeks to provide a level of compensationthat is competitive with companies similar in both size and industry. The goalsof our executive officer compensation program are to attract, retain, andreward executive officers who contribute to our success, to align executiveofficer compensation with our performance, and to motivate executive officersto achieve our business objectives. We compensate our senior management througha mix of base salary, bonus, and equity compensation designed to be competitivewithin our industry and to align management’s incentives with the long-terminterests of our stockholders.

 

**Setting Executive Compensation**

 

Ourcompensation setting process consists of establishing targeted overallcompensation for each executive officer and then allocating that compensationamong base salary and incentive compensation. At the executive level, we designthe incentive compensation to reward company-wide performance through tyingawards primarily to specific operational and financial performance. TheCompensation Committee evaluates both performance and compensation to ensurethat we maintain the ability to attract and retain employees in key positionsand that compensation provided to key employees remains competitive relative tothe compensation paid to similarly situated executives of our peer companies.

 

Thecommittee obtains the comparative data used to assess competitiveness from avariety of resources. The committee engaged Towers Perrin in 2006, an outsidehuman resources consulting firm, to provide relevant market data, includingbase salary and incentive compensation, for similar sized online retailcompanies in terms of market capitalization and revenue. The committee has alsoutilized other industry compensation surveys and public company proxystatements filed with the United States Securities and Exchange Commission forsimilar sized companies in the online retail industry to benchmark cashcompensation and stock option and other equity-based awards. We compete withother online retail companies for top executive-level talent. Actual totalcompensation levels may differ from competitive levels in surveyed companies asa result of annual and long-term performance of our company, as well asindividual performance. The committee uses its discretion to determine or recommendexecutive compensation when, in its judgment, external, internal, or anindividual’s circumstances warrant.

 

Theresponsibilities of the Compensation Committee include determining, orrecommending to our Board of Directors for determination, the compensation ofour executive officers and discharging the responsibilities of our Board of Directorsrelating

 

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tocompensation programs of our company. The Compensation Committee held 6meetings during fiscal 2007. The committee reviews base salary levels forexecutive officers of our company at the beginning of each fiscal year andrecommends actual bonuses at the end of each fiscal year based upon our companyand individual performance.

 

**Compensation Program**

 

Theprimary components of the executive compensation program of our company consistof base salary, annual incentive bonuses, stock option and other equity-basedgrants, and executive health benefit and perquisite programs.

 

*Base Salary*

 

Weprovide executive officers with a level of base salary that recognizesappropriately each individual officer’s scope of responsibility, role in theorganization, experience, and contributions to the success of our company. TheBoard of Directors reviews salaries recommended by the Compensation Committee.In formulating these recommendations, the committee considers the overallperformance of our company, industry compensation benchmark data, and conductsan evaluation of individual officer performance. The committee makes, orrecommends that the Board of Directors make, final determinations on anyadjustments to the base salary for executive officers.

 

*Management Bonus Program*

 

Annualbonuses are intended to provide incentive compensation to key officers andemployees who contribute substantially to the success of our company. Thegranting of such awards is based upon the achievement of our company’sperformance objectives and pre-defined individual performance objectives.Company performance objectives are based upon achieving key financial andoperational metrics that are established early in each fiscal year. Individualperformance objectives are developed for senior level managers and keyemployees early in each fiscal year. Upon the close of each fiscal year,executive management and the committee conducts an assessment of individualperformance achieved versus individual performance objectives. This assessmentincludes individual responsibility, performance, and compensation level.Simultaneously, the board conducts an assessment of our company’s overallperformance, which includes the achievement of operating results and otherperformance criteria. The combination of these factors determines any incentivebonuses to be paid.

 

*Stock Option and Restricted Stock Grants*

 

Wegrant stock options and restricted stock awards periodically to certain of ourkey employees to provide additional incentive to work to maximize long-termtotal return to stockholders. Award levels are determined based on market dataand vary among participants based on their positions within the company. Underour 2006 Stock Award Plan, or 2006 Plan the Board of Directors or acommittee appointed by the Board is specified to act as the plan administrator.Our Board of Directors has, pursuant to the 2006 Plan, authorized ourCompensation Committee to administer the Plan, including the grant of awardsand determination of their terms. In general, stock options and awards ofrestricted stock are granted to employees at the onset of employment. Inestablishing award

 

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levels,the committee bases the number of stock option and restricted stock awards tobe granted on the target percentage of ownership of the recipient, assumingfull dilution of outstanding stock option awards. For executive officers, thecommittee considers the target percentage of ownership of executive officers inour peer group in setting award levels for our executive officers. If, in theopinion of the committee, the outstanding service of an existing employeemerits an increase in the number of options and awards held, the committee mayelect to issue additional stock options and restricted stock awards to thatemployee. We do not have any program or plan to time option grants to ourexecutives in coordination with the release of material non-public information.

 

Stockoptions are granted at 100% of the fair market value of our Common Stock on thedate of grant. Accordingly, a stock option becomes valuable only if the marketprice of our Common Stock increases above the option exercise price and theholder remains employed during the period of time that the option vests. Thecommittee has not granted options with an exercise price that is less than 100%of the fair market value of our Common Stock on the grant date, nor has itgranted options which are priced on a date other than the grant date.

 

*Benefits*

 

Weprovide various employee benefit programs to our executive officers, includingmedical, dental, life, and long-term disability insurance benefits. Thesebenefits are generally available to all full-time salaried employees of ourcompany. We also sponsor a tax-qualified 401(k) retirement savings planpursuant to which our employees, including our named executive officers areable to contribute the lesser of $15,500 or up to 25% of their annual salary.

 

**Compliance with Internal Revenue Code Section 162(m)**

 

Section 162(m) ofthe Internal Revenue Code generally disallows a tax deduction to publiccompanies for compensation in excess of $1.0 million paid to each of anypublicly held corporation’s chief executive officer and four other most highlycompensated executive officers. Qualifying performance-based compensation isnot subject to the deduction limit if certain requirements are met. We currentlyintend to continue to structure the performance-based portion of thecompensation of our executive officers in a manner that complies with Section 162(m).

 

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**SUMMARY COMPENSATION TABLE**

 

The table below summarizesthe total compensation earned by each of our executive officers for the fiscalyear ended December 31, 2007.

 
| **Name and Principal**       | ** ** | ** ** | ** ** | **Salary** | ** ** | **Bonus** | ** ** | **Stock  Awards** | ** ** | **Option  Awards** | ** ** | **Non-  Equity  Incentive  Plan  Compensa-  tion** | ** ** | **Change in  Pension  Value and  Nonquali-  fied  Deferred  Compen-  sation  Earnings** | ** ** | **All Other  Compensation** | ** ** | **Total** | ** ** |
|----------------------------------------|------------|------------|------------|------------|------------|-----------|------------|-------------------|------------|--------------------|------------|----------------------------------------------------|------------|---------------------------------------------------------------------------------------------------|------------|----------------------------------|------------|-----------|------------|
| **Position**                           | ** ** | **Year**   | ** ** | **($)**    | ** ** | **($)**   | ** ** | **($)**           | ** ** | **($)(1)**         | ** ** | **($)**                                            | ** ** | **($)**                                                                                           | ** ** | **($)(2)**                       | ** ** | **($)**   | ** ** |
|                                   |       |       |       |       |       |      |       |              |       |               |       |                                               |       |                                                                                              |       |                             |       |      |       |
| David  Zinberg Chairman of the Board   |       | 2007       |       | 181,250    | (3)        | —    |       | —            |       | —             |       | —                                             |       | —                                                                                            |       | 19,994                           |       | 201,244   |       |
| and  Chief Executive Officer           |       | 2006       |       | 267,083    |       | 215,000   |       | —            |       | —             |       | —                                             |       | —                                                                                            |       | 3,792                            |       | 485,875   |       |
|                                   |       | 2005       |       | 240,000    |       | 200,000   |       | —            |       | —             |       | —                                             |       | —                                                                                            |       | —                           |       | 440,000   |       |
|                                   |       |       |       |       |       |      |       |              |       |               |       |                                               |       |                                                                                              |       |                             |       |      |       |
| Lawrence  Kong Chief Financial Officer |       | 2007       |       | 235,000    |       | 338,048   |       | —            |       | 224,330            |       | —                                             |       | —                                                                                            |       | 16,828                           |       | 814,205   |       |
| and  Director                          |       | 2006       |       | 218,958    |       | 140,000   |       | —            |       | 16,452             |       | —                                             |       | —                                                                                            |       | 5,766                            |       | 381,176   |       |
|                                   |       | 2005       |       | 200,000    |       | 100,000   |       | —            |       | —             |       | —                                             |       | —                                                                                            |       | —                           |       | 300,000   |       |
|                                   |       |       |       |       |       |      |       |              |       |               |       |                                               |       |                                                                                              |       |                             |       |      |       |
| Claudia  Liu Chief Operating           |       | 2007       |       | 200,000    |       | 287,700   |       | —            |       | 125,643            |       | —                                             |       | —                                                                                            |       | 15,271                           |       | 628,614   |       |
| Officer                                |       | 2006       |       | 138,750    |       | 90,000    |       | —            |       | —             |       | —                                             |       | —                                                                                            |       | 5,438                            |       | 234,188   |       |
|                                   |       | 2005       |       | 100,000    |       | 1,000     |       | —            |       | —             |       | —                                             |       | —                                                                                            |       | —                           |       | 101,000   |       |
|                                   |       |       |       |       |       |      |       |              |       |               |       |                                               |       |                                                                                              |       |                             |       |      |       |
| Leon  Kuperman Chief Technology        |       | 2007       |       | 283,064    |       | 90,000    |       | —            |       | 121,861            |       | —                                             |       | —                                                                                            |       | 774                              |       | 495,699   |       |
| Officer                                |       | 2006       |       | —     |       | —    |       | —            |       | —             |       | —                                             |       | —                                                                                            |       | —                           |       | —    |       |
|                                   |       | 2005       |       | —     |       | —    |       | —            |       | —             |       | —                                             |       | —                                                                                            |       | —                           |       | —    |       |

 

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(1)         Effective January 1, 2006, we adopted the fair value recognitionprovisions of SFAS No. 123(R), *Share-BasedPayment*, (SFAS No. 123(R)), requiring us to recognize expenserelated to the fair value of our stock-based compensation awards. Stock-basedcompensation expense for all stock-based compensation awards granted subsequentto December 31, 2005 is based on the grant-date fair value estimated inaccordance with the provisions of SFAS No. 123(R). The amounts in thiscolumn reflect the dollar amount recognized for financial statement reportingpurposes for the fiscal years ended December 31, 2006, 2005 and 2004 inaccordance with FAS 123(R) of awards. Assumptions used in the calculationof these amounts are included in footnote 10 to our audited financialstatements for the fiscal year ended December 31, 2007, included in ourAnnual Report on Form 10-K filed with the Securities and ExchangeCommission on March 12, 2008.

 

(2)         Amounts under “All Other Compensation” consist of $5,340, $3,564, $3,564 and$774  in health insurance premiums for Mr. Zinberg,Mr. Kong, Ms. Liu, and Mr. Kuperman, respectively, $18,446,$12,957, and $11,400 in automobile expense reimbursement for Mr. Zinberg,Mr. Kong, and Ms. Liu, respectively, and $5,745 and $6,073 in 401(k) matchingcontributions

 

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for Mr. Kong and Ms. Liu,respectively.

 

(3)           As of August 16, 2007, Mr. Zinberg voluntarilyreduced his annual salary to $1 per year. Mr. Zinberg’s annual salary of $290,000 per annum, as well as hiseligibility to earn an annual bonus, resumed as of March 1, 2008.

 

**GRANTS OF PLAN-BASED AWARDS**

 

The following table setsforth certain information with respect to the options granted during or for thefiscal year ended December 31, 2007 to each of our executive officers.

 
| **Name and**                                                | ** ** | ** ** | ** ** | **Estimated Future Payouts Under  Non-Equity Incentive Plan Awards** | ** ** | **Estimated Future Payouts Under  Equity Incentive Plan Awards** | ** ** | **All  Other  Stock  Awards:  Number   of  Shares  of Stock** | ** ** | **All Other  Option  Awards:  Number of  Securities  Underlying** | ** ** | **Exercise  or Base  Price of  Option** | ** ** | **Grant date  fair value of  stock and** | ** ** |
|------------------------------------------------------------------|------------|------------|------------|----------------------------------------------------------------------------------------------------|------------|------------------------------------------------------------------------------------------------|------------|--------------------------------------------------------------------|------------|------------------------------------------------------------------------|------------|---------------------------------------------------|------------|--------------------------------------------------------------|------------|
| **Principal**                                                    | ** ** | **Grant**  | ** ** | **Threshold**                                                                                      | ** ** | **Target**                                                                                     | ** ** | **Maximum**                                                        | ** ** | **Threshold**                                                          | ** ** | **Target**                                        | ** ** | **Maximum**                                                  | ** ** | **or Units** | ** ** | **Options** | ** ** | **Awards** | ** ** | **option** | ** ** |
| **Position**                                                     | ** ** | **Date**   | ** ** | **($)**                                                                                            | ** ** | **($)**                                                                                        | ** ** | **($)**                                                            | ** ** | **(#)**                                                                | ** ** | **(#)**                                           | ** ** | **(#)**                                                      | ** ** | **(#)** | ** ** | **(#)** | ** ** | **($/Sh)** | ** ** | **awards ($) (1)** | ** ** |
|                                                             |       |       |       |                                                                                               |       |                                                                                           |       |                                                               |       |                                                                   |       |                                              |       |                                                         |       |   |   |   |   |   |   |   |   |
| David  Zinberg Chairman of the Board and Chief Executive Officer |       |       |       | —                                                                                             |       | —                                                                                         |       | —                                                             |       | —                                                                 |       | —                                            |       | —                                                       |       | — |   | — |   | — |   |   |   |
|                                                             |       |       |       |                                                                                               |       |                                                                                           |       |                                                               |       |                                                                   |       |                                              |       |                                                         |       |   |   |   |   |   |   |   |   |
| Lawrence  Kong Chief Financial Officer and Director              |       | 6/15/2007  |       | —                                                                                             |       | —                                                                                         |       | —                                                             |       | —                                                                 |       | —                                            |       | —                                                       |       | — |   | 360,000 |   | 9.90 |   | 1,140,228 |   |
|                                                             |       |       |       |                                                                                               |       |                                                                                           |       |                                                               |       |                                                                   |       |                                              |       |                                                         |       |   |   |   |   |   |   |   |   |
| Claudia  Liu Chief Operating Officer                             |       | 6/15/2007  |       | —                                                                                             |       | —                                                                                         |       | —                                                             |       | —                                                                 |       | —                                            |       | —                                                       |       | — |   | 150,000 |   | 9.90 |   | 475,095 |   |
|                                                             |       | 3/9/2007   |       | —                                                                                             |       | —                                                                                         |       | —                                                             |       | —                                                                 |       | —                                            |       | —                                                       |       | — |   | 150,000 |   | 6.50 |   | 299,730 |   |
|                                                             |       |       |       |                                                                                               |       |                                                                                           |       |                                                               |       |                                                                   |       |                                              |       |                                                         |       |   |   |   |   |   |   |   |   |
| Leon  Kuperman Chief Technology Officer                          |       | 3/9/2007   |       | —                                                                                             |       | —                                                                                         |       | —                                                             |       | —                                                                 |       | —                                            |       | —                                                       |       | — |   | 300,000 |   | 6.50 |   | 599,460 |   |

 

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(1)            We estimate the fair value of stock options, consistent with the provisions ofSFAS No. 123(R) and SAB 107. The fair value of each optiongrant is estimated on the date of grant using the Black-Scholes optionvaluation model and the calculated method to determine expected volatility. Fora detailed discussion about the computation please refer to Note 10 to ouraudited financial statements for the fiscal year ended December 31, 2007,included in our Annual Report on Form 10-K filed with the Securities andExchange Commission on March 12, 2008.

 

9

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**OutstandingEquity Awards**

 

                The following table sets forth information withrespect to outstanding awards granted to the officers listed as of the yearended December 31, 2007.

 
| ** **                                                       | ** ** | **Option Awards**                                           | ** ** | **Stock Awards**                                            | ** ** |
|------------------------------------------------------------------|------------|------------------------------------------------------------------|------------|------------------------------------------------------------------|------------|
| ** **                                                       | ** ** | **Number of  Securities  Underlying  Unexercised  Options** | ** ** | **Number of  Securities  Underlying  Unexercised  Options** | ** ** | **Equity  Incentive  Plan  Awards:  Number of  Securities  Underlying  Unexercised  Unearned** | ** ** | **Option  Exercise** | ** ** | **Option** | ** ** | **Number of  Shares or  Units of  Stock That  Have Not** | ** ** | **Market  Value of  Shares or  Units of  Stock That  Have Not** | ** ** | **Equity   Incentive  Plan  Awards:  Number of  Unearned  Shares,  Units or  Other  Rights  That Have** | ** ** | **Equity  Incentive  Plan  Awards:  Market or  Payout  Value of  Unearned  Shares,  Units or  Other  Rights  That Have** | ** ** |
|                                                             |       | **(#)**                                                          |       | **(#)**                                                          |       | **Options** |   | **Price** |   | **Expiration** |   | **Vested** |   | **Vested** |   | **Not Vested** |   | **Not Vested** |   |
| **Name**                                                         |       | **Exercisable**                                                  |       | **Unexercisable**                                                |       | **(#)** |   | **($)** |   | **Date** |   | **(#)** |   | **($)** |   | **(#)** |   | **($)** |   |
|                                                             |       |                                                             |       |                                                             |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| David  Zinberg Chairman of the Board and Chief Executive Officer |       | 6,000,000                                                        |       | —                                                           |       | — |   | 6.00 |   | 5/20/2011 |   | — |   | — |   | — |   | — |   |
|                                                             |       | 230,000                                                          |       | —                                                           |       | — |   | 6.00 |   | 11/28/2010 |   | — |   | — |   | — |   | — |   |
|                                                             |       |                                                             |       |                                                             |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Lawrence  Kong Chief Financial Officer and Director              |       | —                                                           |       | 360,000                                                          |       | — |   | 9.90 |   | 6/14/2012 |   | — |   | — |   | — |   | — |   |
|                                                             |       | 28,750                                                           |       | 86,250                                                           |       | — |   | 6.00 |   | 10/4/2011 |   | — |   | — |   | — |   | — |   |
|                                                             |       | 100,000                                                          |       | —                                                           |       | — |   | 6.00 |   | 11/28/2010 |   | — |   | — |   | — |   | — |   |
|                                                             |       | 250,000                                                          |       | —                                                           |       | — |   | 4.50 |   | 12/5/2008 |   | — |   | — |   | — |   | — |   |
|                                                             |       |                                                             |       |                                                             |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Claudia  Liu Chief Operating Officer                             |       | —                                                           |       | 150,000                                                          |       | — |   | 9.90 |   | 6/14/2012 |   | — |   | — |   | — |   | — |   |
|                                                             |       | —                                                           |       | 150,000                                                          |       | — |   | 6.50 |   | 3/8/2012 |   | — |   | — |   | — |   | — |   |
|                                                             |       | 25,000                                                           |       | —                                                           |       | — |   | 6.00 |   | 11/28/2010 |   | — |   | — |   | — |   | — |   |
|                                                             |       | 100,000                                                          |       | —                                                           |       | — |   | 4.50 |   | 12/5/2008 |   | — |   | — |   | — |   | — |   |
|                                                             |       |                                                             |       |                                                             |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Leon  Kuperman Chief Technology Officer                          |       | —                                                           |       | 300,000                                                          |       | — |   | 6.50 |   | 3/8/2012 |   | — |   | — |   | — |   | — |   |

 

10

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**OptionExercises and Stock Vested**

 

                The following table sets forth information withrespect to option exercises and stock vested by the officers listed during thefiscal year ended December 31, 2007.

 
| ** **                                                       | ** ** | **Option Awards** | ** ** | **Stock Awards** | ** ** |
|------------------------------------------------------------------|------------|------------------------|------------|-----------------------|------------|
| ** **                                                       | ** ** | **Number **       | ** ** | ** **            | ** ** | **Number ** | ** ** | ** ** | ** ** |
| ** **                                                       | ** ** | **of**                 | ** ** | ** **            | ** ** | **of** | ** ** | ** ** | ** ** |
| ** **                                                       | ** ** | **Shares**             | ** ** | **Value **       | ** ** | **Shares** | ** ** | **Value ** | ** ** |
| ** **                                                       | ** ** | **Acquired**           | ** ** | **Realized**          | ** ** | **Acquired** | ** ** | **Realized** | ** ** |
| ** **                                                       | ** ** | **on **           | ** ** | **on **          | ** ** | **on ** | ** ** | **on ** | ** ** |
| ** **                                                       | ** ** | **Exercise**           | ** ** | **Exercise**          | ** ** | **Vesting** | ** ** | **Vesting** | ** ** |
| **Name**                                                         | ** ** | **(#)**                | ** ** | **($)**               | ** ** | **(#)** | ** ** | **($)** | ** ** |
| David  Zinberg Chairman of the Board and Chief Executive Officer |       | —                 |       | —                |       | — |   | — |   |
|                                                             |       |                   |       |                  |       |   |   |   |   |
| Lawrence  Kong Chief Financial Officer and Director              |       | —                 |       | —                |       | — |   | — |   |
|                                                             |       |                   |       |                  |       |   |   |   |   |
| Claudia  Liu Chief Operating Officer                             |       | 75,000                 |       | 898,000               |       | — |   | — |   |
|                                                             |       |                   |       |                  |       |   |   |   |   |
| Leon  Kuperman Chief Technology Officer                          |       | —                 |       | —                |       | — |   | — |   |

 

**PensionBenefits; Deferred Compensation**

 

                The Company currently has no pension benefits plan ornonqualified defined contribution plan or other nonqualified deferredcompensation plan.

 

 **Employment Agreements with Executive Officers**

 

We entered into employmentagreements with our Chief Executive Officer, David Zinberg, and our ChiefFinancial Officer, Lawrence Y. Kong in June 2006. In February 2007,we entered into an employment agreement with our Chief Operating Officer,Claudia Y. Liu, and in March 2007, we entered into an employment agreementwith our Chief Technology Officer, Leon Kuperman.

 

 Each agreementprovides for an employment term of three years and for year to year extensionsthereafter unless either party gives 90 days notice not to extend. Theemployment agreement with Mr. Zinberg provides for a minimum base salaryof $290,000 per 

 

11

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annum, the employmentagreement with Mr. Kong provides for a minimum base salary of $235,000 perannum, the employment agreement with Ms. Liu provides for a minimum basesalary of $200,000 per annum, and the employment agreement with Mr. Kupermanprovides for a minimum base salary of $300,000 per annum. Each employmentagreement also provides that the executive will be eligible to participate inall stock option, stock bonus, executive compensation, retirement savings,fringe benefit, disability insurance, group health and group life, vacation,and similar health and benefit plans maintained by us for our executivepersonnel. Each employment agreement contains a covenant by the executive notto solicit employees or customers of our company for a period of one yearimmediately following termination of employment.

 

We may terminate anyexecutive’s employment for cause, as defined in his or her employment agreement.If we terminate the employment of an executive without cause, or one of themterminates his or her employment with us for good reason or upon a change incontrol of our company, in each case as defined in the agreement, theterminated executive will receive in a lump sum an amount equal to one andone-half times his or her base salary, in the case of Messrs. Zinberg andKong, and Ms. Liu, and an amount equal to his base salary, in the case of Mr. Kuperman;any stock options and restricted stock held by the executive will vestimmediately if the executive is terminated after a change in control; and thebenefits and insurance benefits for the executive and the executive’sdependents will continue for a specified period after termination. None of theexecutives will receive any severance compensation or benefits following atermination of employment for cause or resulting from death or disability.

 

Thefollowing table quantifies the dollar value of payments and benefits to each ofthe above named executive officers according to their respective agreementsupon a voluntary termination (other than for good reason) or for cause, or dueto death or disability, assuming that such termination took place on December 31,2007.

 
| **Name**         | ** ** | **Accrued Salary** | ** ** | **Accrued Vacation** | ** ** |
|------------------|------------|-------------------------|------------|---------------------------|------------|
| David Zinberg    |       | —                  |       | —                    |       |
| Lawrence Y. Kong |       | 9,792                   |       | 36,217                    |       |
| Claudia Y. Liu   |       | 8,333                   |       | 15,508                    |       |
| Leon Kuperman    |       | 12,500                  |       | 2,693                     |       |

 

Thefollowing table quantifies the dollar value payments and benefits to each ofthe above named executive officers according to their respective agreementsupon a termination without cause, or for good reason, assuming that suchtermination took place on December 31, 2007.

 
| **Name**         | ** ** | **Cash  Severance** | ** ** | **Benefits** | ** ** |
|------------------|------------|---------------------|------------|--------------|------------|
| David Zinberg    |       | —              |       | 3,096        |       |
| Lawrence Y. Kong |       | 352,000             |       | 3,096        |       |
| Claudia Y. Liu   |       | 300,000             |       | 3,096        |       |
| Leon Kuperman    |       | 300,000             |       | 1,548        |       |

 

12

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**DIRECTOR COMPENSATION**

 

Weuse a combination of cash and stock-based incentive compensation to attract andretain qualified candidates to serve on our Board of Directors. In settingdirector compensation, we consider the amount of time that directors spendfulfilling their duties as a director, including committee assignments. Wegrant annually to each non-employee director options to purchase 10,000 sharesof our Common Stock. In addition, non-employee directors will receiveadditional options for committee service per year over the standardnon-employee director compensation options to purchase an additional 5,000shares of Common Stock to the Chairman of the Audit Committee, and options topurchase an additional 2,500 shares of common stock to each member of our AuditCommittee (other than the Chairman), Compensation Committee and Governance andNominating Committee. In lieu of receiving the foregoing stock options,non-employee directors may elect to receive one share of common stock for eachoption to purchase two shares of common stock. We will also reimburse eachnon-employee director for travel and related expenses incurred in connectionwith attendance at board and committee meetings and provide $24,000 per memberin cash consideration annually for serving on our Board of Directors and anadditional $1,000 per member per Board meeting, $500 per member per Committeemeeting and an additional $7,500 annually to the Chairman of the AuditCommittee. Employees who also serve as directors will receive no additionalcompensation for their services as a director.

 

Commencingin March 2008, we provide $36,000 per member in cash consideration annuallyfor serving on our Board of Directors and an additional $1,000 per member perBoard meeting, $500 per member per Committee meeting and an additional $15,000annually to the Chairman of the Audit Committee, $6,000 annually to members ofthe Audit Committee, and $6,000 annually to the Chairman of the CompensationCommittee. If attending meeting by telephone, it is $500 per Board meeting and$300 per Committee meeting

 

13

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The following table setsforth information with respect to compensation for the directors listed duringthe fiscal year ended December 31, 2007.

 

**Director Compensation**

 
| ** **    | ** ** | **Fees   Earned   or   Paid in** | ** ** | **Stock ** | ** ** | **Option ** | ** ** | **Non-Equity   Incentive Plan ** | ** ** | **Change in   Pension   Value and   Nonqualified   Deferred   Compensation** | ** ** | **All Other ** | ** ** | ** ** | ** ** |
|---------------|------------|------------------------------------------------------|------------|-----------------|------------|------------------|------------|-------------------------------------------------|------------|-----------------------------------------------------------------------------------------------------------------|------------|--------------------------|------------|------------|------------|
| ** **    | ** ** | **Cash**                                             | ** ** | **Awards**      | ** ** | **Awards**       | ** ** | **Compensation**                                | ** ** | **Earnings**                                                                                                    | ** ** | **Compensation**         | ** ** | **Total**  | ** ** |
| **Name**      | ** ** | **($)**                                              | ** ** | **($)**         | ** ** | **($)**          | ** ** | **($)**                                         | ** ** | **($)**                                                                                                         | ** ** | **($)**                  | ** ** | **($)**    | ** ** |
| Peter Hanelt  |       | 89,600                                               |       | 60,000          |       | —           |       | —                                          |       | —                                                                                                          |       | —                   |       | 149,600    |       |
| Man Jit Singh |       | 81,500                                               |       | 52,500          |       | —           |       | —                                          |       | —                                                                                                          |       | —                   |       | 134,000    |       |
| Garry Itkin   |       | 21,500                                               |       | —          |       | —           |       | —                                          |       | —                                                                                                          |       | —                   |       | 21,500     |       |

 

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(1)  Mr. Itkinwas re-appointed as a director in May 2007.

 

**CompensationCommittee Interlocks and Insider Participation**

 

Duringthe fiscal year ended December 31, 2007, our Compensation Committeeconsisted of Messrs. Singh, Hanelt and Itkin, all non-employee directors(as defined in Rule 16b-3 under the Securities Exchange Act). None ofthese committee members had any contractual or other relationships with ourcompany during such fiscal year.

 

**REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OFDIRECTORS**

 

OurCompensation Committee has reviewed and discussed with management theCompensation Discussion and Analysis included in this Form 10-K/A and,based on such review and discussions, the Compensation Committee recommended tothe Board that the Compensation Discussion and Analysis be included in ourproxy statement for our 2008 annual meeting of stockholders and in our AnnualReport on Form 10-K for the year ended December 31, 2007.

 

Respectfully submitted,

The Compensation Committee

Man Jit Singh, Chairman

Peter G. Hanelt

Garry Y. Itkin

 

14

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**Item 12—Security Ownership of Certain Beneficial Ownersand Management and Related Stockholder Matters**

 

**Certain Beneficial Owners and Management**

 

The following table setsforth certain information regarding the beneficial ownership of our commonstock on April 22, 2008, except as indicated, by (1) each directorand each named executive officer of our company, (2) all directors andexecutive officers of our company as a group, and (3) each person known byus to own more than 5% of our common stock.

 

Beneficial ownership isdetermined in accordance with the rules of the SEC. In computing thenumber of shares beneficially owned by a person and the percentage ownership ofthat person, shares of common stock subject to options or warrants held by thatperson that are currently exercisable or exercisable within 60 days of March 31,2008 are deemed outstanding, but are not deemed outstanding for computing thepercentage ownership of any other person. Percentage of beneficial ownership isbased upon 23,930,557 shares of common stock outstanding as of April 22,2008.

 

Except as otherwiseindicated and subject to applicable community property laws, each person namedin the table has sole voting and investment power with respect to the sharesset forth opposite such person’s name.

 
| **Beneficial Owner (1)**                         | ** ** | **Number of   Shares   Beneficially   Owned** | ** ** | **Percent   Beneficially   Owned** | ** ** |
|------------------------------------------------------------|------------|-------------------------------------------------------------------|------------|----------------------------------------------|------------|
| **Directors  and Executive Officers:**                     | ** ** | ** **                                                        | ** ** | ** **                                   | ** ** |
| David Zinberg                                              |       | 9,177,343                                                         | (2)        | 30.4                                         | %          |
| Lawrence Y. Kong                                           |       | 724,250                                                           | (3)        | 3.0                                          |       |
| Claudia Y. Liu                                             |       | 724,250                                                           | (4)        | 3.0                                          |       |
| Leon Kuperman                                              |       | 83,000                                                            | (5)        | *                                            |       |
| Peter G. Hanelt                                            |       | 79,235                                                            | (6)        | *                                            |       |
| Man Jit Singh                                              |       | 53,750                                                            | (7)        | *                                            |       |
| Garry Itkin                                                |       | 415,000                                                           | (8)        | 1.7                                     |       |
| Directors and executive  officers as a group (six persons) |       | 10,532,578                                                        |       | 34.2                                         |       |
|                                                       |       |                                                              |       |                                         |       |
| **5% Stockholders:**                                       | ** ** | ** **                                                        | ** ** | ** **                                   | ** ** |
| Marina Zinberg                                             |       | 7,612,657                                                         | (9)        | 31.8                                         |       |

 

----

(1)  Except asotherwise indicated, each officer, director, or 5% stockholder may be reachedat our company’s address at Bidz.com, Inc., 3562 Eastham Drive, CulverCity, California 90232.

 

(2)  Includes6,230,000 shares issuable upon exercise of vested stock options.

 

15

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(3)  Includes163,000 shares held by Mr. Kong; 378,750 shares issuable upon exercise ofvested stock options; 20,000 shares held by Ms. Liu, Mr. Kong’sspouse; and 162,500 shares issuable upon exercise of vested stock options heldby Ms. Liu.

 

(4)  Includes20,000 shares held by Ms. Liu; 162,500 shares issuable upon exercise ofvested stock options; 163,000 shares held by Mr. Kong, Ms. Liu’sspouse; and 378,750 shares issuable upon exercise of vested stock options heldby Mr. Kong.

 

(5)  Includes 8,000shares held by Mr. Kuperman and 75,000 shares issuable upon exercise ofvested stock options

 

(6)  Mr. Haneltheld 79,235 shares.

 

(7)  Mr. Singhheld 53,750 shares.

 

(8)  Mr. Itkinheld 415,000 shares

 

(9)  MarinaZinberg is the sister of David Zinberg.

 

*  less than 1%

 

**Item 13—Certain Relationships and Related Transactions,and Director Independence**

 

**CertainRelationships and Related Transactions**

 

**Relationshipwith LA Jewelers**

 

LA Jewelers, Inc. wasone of the first suppliers to extend us payment terms to purchase ourinventory. LA Jewelers had extended credit to us of approximately$4.3 million as of December 31, 2006 and approximately$5.1 million as of December 31, 2007. Of the merchandise purchased byus, LA Jewelers supplied approximately 11.9%, 26.4% and 37.1% during fiscal2007, 2006 and 2005, respectively. One of the managers of LA Jewelers, SaiedAframian, beneficially owns 1,328,000 shares of our common stock as of December 31,2007.

 

**Transactionswith Mr. Zinberg**

 

During September 2005, Mr. Zinberg,our President and Chief Executive Officer, purchased an automobile from us forapproximately $57,000, which represented the fair market value of theautomobile.

 

 **FamilyRelationships**

 

Claudia Y. Liu, our ChiefOperating Officer, is the wife of Lawrence Y. Kong, our Chief FinancialOfficer. Ms. Liu and Mr. Kong are not in a reporting position to eachother and both Ms. Liu and Mr. Kong report to the Chief ExecutiveOfficer.

 

16

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Marina Zinberg, whois a Vice President and beneficially owns 31.8% of our outstanding shares ofcommon stock, is the sister of David Zinberg, our Chairman of the Board,President, and Chief Executive Officer. During 2007, we paid Marina Zinberg asalary of $100,000. Ms. Zinberg, who was formerly our corporate secretaryand treasurer, reports to Mr. Zinberg.

 

**Review,Approval or Ratification of Transactions with Related Persons**

 

Our Corporate GovernancePrinciples and Code of Conduct require that every employee avoid situationswhere loyalties may be divided between our interests and the employee’s owninterests. Employees and directors must avoid conflicts of interests thatinterfere with the performance of their duties or are not in our bestinterests.

 

Pursuant to its writtencharter, the Audit Committee reviews and approves all related-partytransactions as such term is used by SFAS No. 57 *Related Party Disclosures*, or as otherwiserequired to be disclosed in our financial statements or periodic filings withthe SEC, other than compensation, including the grant of stock options andrestricted stock awards authorized by the Board or any committee thereof.Related party transactions include transactions between us, our executiveofficers and directors, beneficial owners of five percent or greater of oursecurities, and all other related persons specified under Item 404 ofRegulation S-K promulgated by the SEC. We have adopted written policiesand procedures regarding the identification of related parties and transactions,and the approval process. The Audit Committee considers each proposedtransaction in light of the specific facts and circumstances presented,including but not limited to the risks, costs and benefits to us and theavailability from other sources of comparable services or products.

 

**Independenceof the Board of Directors**

 

Our Board of Directors hasdetermined, after considering all the relevant facts and circumstances, that Messrs. Hanelt,Singh, and Itkin are independent directors, as “independence” is defined byNASDAQ and the SEC, because they have no relationship with us that wouldinterfere with their exercise of independent judgment.

 

**Item 14—Principal Accountant Fees and Services**

 

**Audit Fees, Audit-Related Fees, Tax Fees and All Other Fees**

 

Aggregate fees billed to ourcompany for the fiscal years ended December 31, 2006 and 2007 byStonefield Josephson, Inc., are as follows:

 

*Audit Fees*

 

The aggregate fees forprofessional services rendered by our auditors, Stonefield Josephson, Inc.for the fiscal year ended December 31, 2007 were $559,000 for the audit ofour annual financial statements contained in our annual report on Form 10-Kfor 2007, and for the review of our financial statements included in our Form 10-Qfor the quarters ended March 31, 2007, June 30, 2007 and September 30,2007. The aggregate fees for professional services rendered by StonefieldJosephson, Inc., for the fiscal year ended December 31, 2006 were $262,000for the audit of our annual financial statements contained in our annual reporton Form 10-K for

 

17

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2006, and for the review of our financialstatements included in our Form 10-Q for the quarters ended March 31,2006, June 30, 2006, and September 30, 2006.

 

*Audit-Related Fees*

 

The aggregate fees billedduring the fiscal years ended December 31, 2007 and December 31,2006, for assurance and related services by Stonefield Josephson, Inc.were $18,000 and $221,000, respectively.

 

*Tax Fees*

 

The aggregate fees billedduring the fiscal year ended December 31, 2007 for tax compliance, taxadvice and tax planning by Stonefield Josephson, Inc. were $0, and for thefiscal year ended December 31, 2006, were $9,000.

 

*All Other Fees*

 

For our fiscal years ended December 31,2007, and December 31, 2006, there were no other fees paid to StonefieldJosephson, Inc.

 

** Audit Committee Pre-Approval Policies**

 

The charter of our AuditCommittee provides that the duties and responsibilities of our Audit Committeeinclude the approval in advance of any significant audit or non-auditengagement or relationship with the independent auditor, and other servicespermitted by law or applicable SEC regulations (including fee and cost ranges)to be performed by our independent auditor. All of the services provided byStonefield Josephson, Inc. described above under the captions “Audit-RelatedFees,” “Tax Fees,” and “All Other Fees” were approved by our Audit Committeepursuant to our Audit Committee’s pre-approval policies.

 

18

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**SIGNATURES**

 

        Pursuantto the requirements of Section 13 or 15(d) of the Securities ExchangeAct of 1934, the Registrant has duly caused this report to be signed on itsbehalf by the undersigned, thereunto duly authorized.

 
|                | BIDZ.COM. INC. |
|---------------------|---------------------|
|                |                |
| April 29, 2008 | By:                 | /s/  DAVID  ZINBERG |
|                |                |   |
|                |                | David  Zinberg |
| * *            | * *            | *Chief Executive Officer, President and   Chairman of the Board of Directors  (Principal Executive Officer)* |
| * *            | * *            | * * |
| April 29, 2008 | By:                 | /s/  LAWRENCE  Y. KONG |
| * *            | * *            |   |
| * *            | * *            | Lawrence  Y. Kong |
| * *            | * *            | *Chief Financial Officer and Director* |
|                |                | *(Principal Financial Officer)* |

 

19

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** **

**Exhibit Index**

 

**To Amendment No. 1 to Annual Report on Form 10-K/A**

 
| **Exhibit** | ** ** | **Description of  document**                                                                                                      |
|-------------|------------|-----------------------------------------------------------------------------------------------------------------------------------|
| 31.1        |       | Certification by Chief Executive Officer Pursuant  to Section 302 of the Sarbanes-Oxley Act of 2002                |
|        |       |                                                                                                                              |
| 31.2        |       | Certification by Chief Financial Officer Pursuant  to Section 302 of the Sarbanes-Oxley Act of 2002                |
|        |       |                                                                                                                              |
| 32          |       | Certification of the Chief Executive Officer and  Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley  Act |

 

20

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