UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _______________________________________ FORM 10-KSB/A { X } ANNUAL REPORT UNDER SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED: DECEMBER 31, 2004. {  } TRANSITION REPORT UNDER SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ____ TO _____. BidGive International, Inc. (Name of small business issuer in its charter)  Delaware0-4999913-4025362(State or other jurisdiction of 
incorporation or organization)Commission file number(I.R.S. Employer Identification No.)  3229 Wentwood Dr., Suite 200
Dallas, Texas 75225 (Address of principal executive office including zip code) (972) 943-4185(Registrant's telephone number) Securities registered under Section 12(b) of the Exchange Act: None. Securities registered under Section 12(g) of the Exchange Act Common Stock, Par Value $.001 Per Share (Title of Class) Check whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes {X} No { } Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B is not contained in this form, and no disclosure will be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form {X} State Issuer's revenues for most recent fiscal year: $25,920  - 1 -  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 a specified date within the past 60 days. $0 The number of shares outstanding of registrant's common stock, $.001 par value per share, as of March 31, 2005, was 6,308,292 shares. Transitional Small Business Disclosure Format (check one): Yes {  } No {X}                    - 2 -  BIDGIVE INTERNATIONAL, INC. 2004 ANNUAL REPORT ON FORM 10-KSB INDEX  PART I 5 ITEM 1. DESCRIPTION OF BUSINESS. 5 ITEM 2. DESCRIPTION OF PROPERTY 13 ITEM 3. LEGAL PROCEEDINGS 13 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. 13 PART II 13 ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS. 13 ITEM 6.         MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION 19 ITEM 7. FINANCIAL STATEMENTS. 25 ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.38 ITEM 8A.         CONTROLS AND PROCEDURES 38 ITEM 8B. OTHER INFORMATION. 39 PART III 39 ITEM 9.         DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.39 ITEM 10.         EXECUTIVE COMPENSATION 42 ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT. 42 ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 43 ITEM 13. EXHIBITS 45 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES 47     EXPLANATORY NOTE  We are filing this Form 10-KSB/A for the fiscal year ended December 31, 2004, to amend our Disclaimer Regarding Forward-Looking Statements.  Any items included in the original report on Form 10-KSB for the fiscal year ended December  - 3 -  31, 2004, that are not included herein, are not amended and remain in effect as of the date of the original filing thereof.  Additionally, this Form 10-KSB does not purport to provide a general update or discussion of any other developments subsequent to the original filing.  The filing of this Form 10-KSB/A shall not be deemed to be an admission that the original filing, when made, included any untrue statement of material fact or omitted to state a material fact necessary to make a statement contained therein not misleading.  DISCLAIMER REGARDING FORWARD-LOOKING STATEMENTS Certain statements in this filing



are what are known as forward-looking statements, which are basically statements about the future. For that reason, these statements involve risk and uncertainty because the future cannot be accurately predicted. Words such as plans, intends, hopes, seeks, anticipates, expects, and the like often identify such forward-looking statements, but are not the only indication that a statement is a forward-looking statement. Such forward-looking statements include statements concerning our plans and objectives with respect to our present and future operations, and statements that express or imply that such present and future operations will or may produce revenues, income or profits. In evaluating these forward-looking statements, you should consider various factors. Many factors may cause our actual results to differ materially from any forward-looking statement. We caution you not to place undue reliance on these forward-looking statements. Although we base these forward-looking statements on our expectations, assumptions and projections about future events, actual events and results may differ materially, and our expectations, assumptions and projections may prove to be inaccurate. The forward-looking statements speak only as of the date hereof, and we expressly disclaim any obligation to publicly release the results of any revisions to these forward-looking statements to reflect events or circumstances after the date of this filing.Forward-looking statements reflect the current view of management with respect to future events and are subject to numerous risks, uncertainties and assumptions. We can give no assurance that such expectations will prove to be correct. Should any one or more of such risks or uncertainties materialize or should any underlying assumptions prove incorrect, actual results are likely to vary materially from those described in this Form 10-KSB. There can be no assurance that the projected results will occur, that these judgments or assumptions will prove correct or that unforeseen developments will not occur. We are under no duty to update any of the forward-looking statements after the date of this Form 10-KSB.    - 4 -  PART I   ITEM 1. DESCRIPTION OF BUSINESS.  Background  BidGive International, Inc. (formerly known as Rolfe Enterprises, Inc.) (we, us, our, or  BidGive International), was originally incorporated as Rolfe Enterprises, Inc. under the laws of the State of Florida on May 6, 1996. We were formed as a blind pool or blank check company whose business plan was to seek to acquire a business opportunity through completion of a merger, exchange of stock, or other similar type of transaction. In furtherance of our business plan, we voluntarily elected to become subject to the periodic reporting obligations of the Securities Exchange Act of 1934 (the Exchange Act) by filing a registration statement on Form 10-SB on September 12, 2002.  On April 12, 2004, Rolfe Enterprises, Inc. was merged with and into (the reincorporation merger) BidGive International, a Delaware corporation formed on such date and prior to the merger a wholly-owned subsidiary of Rolfe Enterprises, Inc., with BidGive International surviving the reincorporation merger.  The purpose of the reincorporation merger was to convert Rolfe Enterprises, Inc. from a Florida corporation to a Delaware corporation and to change its name to BidGive International, Inc.  Pursuant to a merger agreement and plan of reorganization dated October 10, 2003 (the merger agreement), entered into by and among Rolfe Enterprises, Inc. (BidGive Internationals predecessor), the Merger Sub, Mid-Continental Securities Corp. (our largest stockholder on the date the merger agreement was executed), and BidGive Group, LLC (a Texas limited liability company), effective as of December 4, 2003, BidGive Group, LLC was merged with and into the Merger Sub with the Merger Sub surviving the merger, and each 1% membership interest in BidGive Group, LLC which was issued and outstanding immediately prior to the effective time of the merger was converted into 57,446 shares of our common stock. As a result of the merger, the former members of BidGive Group, LLC became the holders of 92.5% of our issued and outstanding common stock effective as of December 4, 2003. BidGive Group, LLC was a start-up transitional company formed on May 28, 2003 to acquire certain assets from a developmental, non-operating company named BidGive, Inc. Neither Rolfe Enterprises, Inc. nor BidGive Group, LLC, BidGive Internationals two predecessors, has ever been subject to any bankruptcy, receivership or similar proceedings.  In anticipation of completion of the merger transaction with BidGive Group, LLC, we completed a recapitalization of our common stock. Prior to the recapitalization, we had a total of 5,822,250 shares of common stock issued and outstanding. As part of the recapitalization, we first completed a 2:1 forward stock division that increased our issued and outstanding common stock to 11,644,500 shares, and simultaneously increased our authorized common stock from 10,000,000 to 20,000,000 shares, par value $.0005. After completion of the forward division and the increase in the number of authorized shares of common stock, we completed a 1:25 reverse stock split which reduced the number of issued and outstanding shares of common stock from 11,644,500 to 465,780, and also increased the par value per share of common stock back to $.001, but did not reduce the number of authorized shares of common stock.   - 5 -  Following completion of the merger, the former members of BidGive Group, LLC owned a total of 5,744,600 shares of common stock, or 92.5% of our issued and outstanding common stock, and our former stockholders owned a total of 465,780 shares of common stock, or 7.5% of our issued and outstanding common stock.  Development of Business of BidGive Group, LLC  BidGive Group, LLC was a start-up transitional company that acquired certain assets from a developmental, non-operating company named BidGive, Inc. related to its discount certificate business. The assets acquired consisted of the discount certificate business operations under development, the BidGive name and slogans, and a non-operating website (http://www.bidgive.com).  BidGive Group, LLC expanded and refined the discount certificate business, adding an advertising and marketing element for certificate acquisition, an entire new program of retail shopping certificates, geographical expansion, toll-free number certificate purchasing and certificate validation, back-end data access for merchant certificate validation and not-for-profit contribution auditing, sales and marketing joint venture programs, and the filing of a provisional patent on the revised and enlarged business methods and processes.  Principal Products and Services  Our initial products are discount retail, dining and travel certificates/credits, and discount local and long distance telephone service, where every purchase supports the not-for-profit of the purchasers choosing by donating a portion of the net proceeds from the transaction. For example, a purchaser could buy one of our $50.00 retail or dining certificates for the price of $35.00 with a portion of the proceeds going to the purchasers charity of choice. The certificate/credit is from a local or national merchant or fine restaurant that does not ordinarily give discounts, but does so with us because the charitable support element makes them good corporate citizens as well as increases traffic to their establishment. The purchaser gets a good deal and supports a good cause, the charity receives proceeds that they would not otherwise receive and for little cost or effort on its part, and the vendors receive advertising exposure and increased sales and traffic to their establishments while being good citizens and without having to choose just one charitable cause which some percentage of their customers might choose not to support.  This product is referred to as our Rewards Program.  We have acquired written contracts with various restaurants and retail merchants desiring to participate in the Rewards Program to offer and sell dining and shopping certificates in Palm Beach/Boca Raton, Florida (32 written contracts to date), and are continuing to seek contracts with additional merchants.  We have also begun the process of acquiring similar written contracts in Newark, New Jersey; Long Island, New York; Dallas, Texas; and Toronto, Canada, utilizing independent sales contractors and joint venture partners, although we are not yet offering dining and shopping certificates for sale in these markets.  We plan to market our Rewards Program to independent schools across the nation, as well.  We enter into contracts with local merchants for them to provide discounts through our  - 6 -  Rewards Program.  Generally, the material terms of the written agreements require us to market the discounts provided by the vendors in exchange for a share of the discount, and require the vendors to agree to provide the negotiated discounts, accept BidGive certificates/credits submitted by purchasers, and participate in marketing efforts. Under the cooperative advertising certificate program, the purchaser receives a 30% discount off the normal retail price of the purchases from participating vendors, and an additional 5% of the normal retail price goes to the purchasers selected charity. For example, if the merchant provides a 20% discount, one-half of that discount amount (10% of the retail price) goes to the cardholder (they receive a 10% discount on the purchase in question, which is paid in the form of a rebate to their card) and the other half (the remaining 10%) is split equally between the charity designated by the cardholder and the Company.  When merchants elect to participate and advertise through BidGive, they pay for part of the advertising cost by specifying the number of certificates that will be redeemable at their establishments.  BidGive generates revenues from the difference between the advertisement rates it negotiates with publishers and the advertising fees charged to the participating vendors.  We hold the discounts and certificates as inventory in the sense that the written advertising participation agreements provide for a specified number of certificates per each advertisement a vendor participates in or a standard discount given to BidGive debit cardholders (as discussed below), as maintained on our website by our inventory control software. The discounts and certificates will not be sold on a consignment basis.  The amount of the discount may vary and is determined through negotiations with each merchant.  We also have a written agreement with Coventry Travel, a travel industry consolidator, to offer travel related services. Coventry Travel provides all travel fulfillment services, including a toll-free customer service call center, in exchange for 20% of the $50 travel voucher cost when voucher purchasers contact Coventry Travel through our toll-free number. Either BidGive International or Coventry may cancel the agreement upon reasonable notice, but Coventry must honor all travel vouchers sold prior to cancellation.  We previously offered a discount telecom program to our customers, but in November 2004 this program was discontinued. We received nominal revenues (less than 1% of total revenues) from the telecom program prior to its discontinuance.  We currently intend to reinstate the program during the third quarter of 2006.   In November 2004, we added an online mall to our business through execution of a company called Linkshare.    This is a standard click through retail program in which the Company receives nominal revenue, and our patrons and designated not-for-profits receive discounts and royalties from the listed merchants for any merchandise or services purchased at the merchant via the click through from the Companys website.  The material terms of the agreement with Linkshare are that the Company is permitted to establish the click through links with individual merchants in Linkshares network and offer the various discounts and royalties to its patrons.  We receive a small percentage of each transaction from the merchant, and our patrons receive a stated discount (generally 1  5%) and the non-profit designated by the patron receives a royalty under our standard disbursement process.  During 2004, our revenues from the online mall were nominal, and less than 1% of revenue.  Our joint venture partner in Palm Beach/Boca Raton, Florida is Ms. Terry Byer.  Our joint venture partner in Newark, New Jersey and Long Island, New York is Personal Greetings,  - 7 -  Inc.  Our joint venture partner in Toronto, Canada is Mr. Leonard Pearl.  The material terms of our agreement with each of the venture partners are nearly identical: they act as our local agents in recruiting and managing independent sales contractors and acquiring merchants and local charities to participate in our programs, and they pay for the initial advertisement in their local paper or other media to launch operations in the area, in exchange for compensation in the form of either shares of our common stock or a percentage of the net revenues generated through their locations, or a combination of both stock and revenue sharingMs. Byer in Florida will receive 10,000 shares of our common stock but no revenue sharing; Personal Greetings, Inc. in the Northeast area will receive 50% of the net profits generated by the operations in the Northeast area with a monthly advance against commissions after the completion of this public offering; and Mr. Pearl in Canada will receive 35,000 shares of our common stock and 50% of the net profits generated in Canada up to a maximum of $9,000 per month.  Further, as part of each agreement, if the individual joint venture was established on a revenue sharing basis, we have the right at our option to purchase the joint venture partners interests in the operations in exchange for shares of our common stock. Ronald Gardner, who is employed by our joint venture partner, Personal Greetings, Inc. (PGI), is also a Director of BidGive International, and both Mr. Gardner, individually, and PGI hold shares of our common stock.  In general, our business model is based on the following steps: with the cooperative advertising certificate program we purchase advertising space in publications (such as local newspapers) and other media (such as billboards), subdivide the ad space and sell smaller ad space to select merchants in association with our total marketing program. The merchants will pay half of the purchase price for their advertising space in cash, with the remaining half of the purchase price payable in the form of discount certificates (in denominations of $50 or $100) that are redeemable at their business establishments. We will also offer the merchants the opportunity to provide slightly reduced (3-20%) but constant discounts to our participating members through our branded BidGive debit card affinity program, which is presently under development.  Our debit card and all co-branded cards will be issued by established banks in conjunction with either Visa or MasterCard, who will complete transactions using their established technology as with any other debit card.  Similar to the certificate program, we will approach merchants to provide discounts to members participating in our debit card program (constant discounts under the debit card) that pay for their goods and services purchases with the BidGive debit card.  As with the certificate program, a portion of the monies will go to a charity selected by the purchaser.  BidGive International will receive a portion of the discount savings.  We receive revenue from retail and dining advertisers in the form of cash and discount certificates when advertisers participate in our marketing programs, and from customers in the form of cash (credit/debit card charges) when customers purchase the discount retail and dining certificates through our website or toll-free telephone number, or use their BidGive debit card with the affinity purchasing program. We receive revenue in the form of cash (credit/debit card charges) when customers purchase travel vouchers, which give them access to savings on travel through our contract with Coventry Travel.  Historically, the percentages of revenues generated by each of our business segments were: retail  50%, dining  45%, travel  3%, and telecom  2%. Our telecom program has since been temporarily discontinued while we locate a new telephone service provider. As we increase our marketing and advertising efforts, we expect travel, and, once we engage a new  - 8 -  telephone service provider, telecom, to increase to 5% and 3% of our revenues, respectively, with retail and dining falling to 47% and 45% of our revenues, respectively. Our standard discount for retail and dining certificates is 30%, and in conjunction with each purchase we agree to pay a royalty (generally 5%) to the purchasers charity of choice.  The constant discount under the affinity debit card program ranges from 3% to 20% depending upon the merchant, with royalties (divided between us and the purchasers charity of choice) ranging from 1% to 5% depending upon the discount provided to the purchaser. Under our business model of using venture partners and independent contractors to open markets, the addition of future markets should only require nominal resources of our time and money.  Description of Industry  The online commerce market is new, rapidly evolving and growing, and competitive. We expect significant competition because barriers to entry are minimal, and current and new competitors can launch new websites at a relatively low cost; however, the threat of patent enforcement litigation relating to our proprietary, patent-pending business model (as described above under Principal Products and Services) should help to protect our competitive position within our industry. Business methods are now considered patentable subject matter. As with all patentable subject matter, the business method must merely meet the dual requirements of being novel and non-obvious.  As a result, we have prepared and filed a patent application to cover the unique components of our business model. When issued, the patent should deter others from utilizing a business model having the components covered in the issued claims. (See Proprietary Technology for additional information on our patent application.) There are numerous companies and websites through which discount certificates may be purchased on various terms, some of which will compete on some level with us, but none of which, to the best of our knowledge, bring all the elements together as we dothe elements being a discount to the purchaser with a royalty paid to the not-for-profit and advertising and increased traffic and sales to the merchant. Our business model encourages increased traffic to the merchant because purchasers must either physically visit the merchants establishment or visit the merchants website in order to redeem their certificates or use their BidGive debit cards to purchase goods and services at a discount. Although we will seek to establish a unique niche for our business and protect our business model patent, we will still be competing for funding and will face intense competition from many other entities with greater experience and financial resources than we currently have available.  Marketing and Distribution Strategies  Our marketing is divided into four areas. First, we plan to market of the Rewards Program to independent schools and their patrons, retail merchants, service providers and restaurants. The purpose of this marketing is to acquire participation and credits from the providers, and generally a cash payment or enrollment into our Rewards Program, in exchange for inclusion in our marketing program to the public. In the second marketing phase, the credits received from the providers are then marketed through newspaper and magazine advertising and our websites to the general public at a discount of 30% as BidGive Charity Shopping Certificates, BidGive Charity Dining  - 9 -  Certificates, and BidGive Charity Travel Vouchers, or other co-branded instruments, and via our proprietary debit card programs. The advertising includes the logos of some of the benefiting not-for-profit organizations that receive a royalty of 5% of a purchasers transaction under the Retail, Dining, and Travel Programs; the royalty under the Telecom Program is on a sliding scale from 2% to 10% depending upon the number of customers participating. Participating not-for-profits, including independent schools, are given a communications kit that provides information about the programs which they can disseminate to their supporters and staff. In the third marketing phase it is anticipated that we or a participating not-for-profit will contact the major corporate supporters of the not-for-profit organization and requests that they notify their employees of the opportunity to save money on purchases while also supporting the organization. We will provide the corporate supporter with a communications kit which explains the opportunity to the employees and includes several methods of communicating the message to such employees. The fourth area of marketing is expected to involve the bulk sale of certificates and debit cards by us, by participating independent schools, or by an independent contractor sales force to companies that may use them as employee or customer gifts, or to reduce their cost of entertaining or purchasing. We have started and are actively pursuing the first three marketing phases above in Palm Beach/Boca Raton, Florida.  We plan to develop the business on a city-by-city basis using joint venture partners and independent contractors to secure the participating vendors in order to avoid the need to pay for a large sales force in advance of sales, or significantly expand our infrastructure in advance of anticipated sales. Generally, the independent sales contractors will be paid commissions as follows: (i) $100 of the first months cash received by us from Retail and Dining program fees; (ii) 50% of the subsequent monthly Retail and Dining program fees paid to us by each merchant; and (iii) a 7% commission on add-on advertising (i.e., newsprint, billboard, radio, cable, etc.) and a 7% commission on all dining and restaurant certificate sales. Once a market is selected and the volume of vendors that the independent sales contractor(s) produce can be predicted with reasonable certainty, we will have opportunity to determine if our computer hosting, call center or staff capabilities will need to be enhanced. The sale of BidGive certificates to the public usually begins 45-60 days after vendor acquisition. We are currently selling retail and dining certificates on our website and through our toll-free number covering merchants in the Palm Beach/Boca Raton, Florida area. We are also offering travel vouchers nationwide through our website, and intend to offer telecom services again once we engage a new telephone service provider. We will market our business to merchants by promoting the concept that they will receive additional exposure, community goodwill, and increased traffic and sales through association with the participating not-for-profits and the promotional campaigns they conduct. Our business model encourages increased traffic and sales to the merchant because purchasers must either physically visit the merchants establishment or visit the merchants website in order to redeem their certificates or use their BidGive debit cards to purchase goods and services at a discount. There are two ways for a customer to purchase a BidGive certificate or obtain a BidGive debit card. The customer can go to one of our websites to register and purchase the certificate, or can call a toll-free number (to a call center operated by Data Mountain Solutions, Inc.) to  - 10 -  purchase the certificate/card. Payments are made by credit card and the certificates generally expire six months from the date of purchase. The BidGive or co-branded certificates/cards can be used by the purchaser or given as a gift to be used by the recipient.  The material terms of the written agreement with Data Mountain Solutions, Inc. (DMS) require DMS to provide turnkey call center set-up and monitoring services for order placement and certificate redemption, for a $350 monthly fee. Either party may cancel the agreement upon 30 days written notice, and DMS may adjust its rates or modify the terms and conditions of the agreement upon 60 days notice.  The contract is on a month-to-month basis, required an initial set up fee of $1,000, and has per minute costs of $.11.  Competition  Several companies offer some components of our sales and fund-raising programs. We expect to be competitive primarily on the basis of price and by seeking to provide certificates and debit cards which offer a discount with a commercial/philanthropic combination (most competitors offer either a price discount or a royalty to a charity, but not bothwe provide both a discount and a royalty). We also expect to compete through reputation by offering discount certificates from merchants that do not frequently offer discounts.  As a new company, we are not yet fully competitive within the industry, and most of our potential competitors are more established and presently have greater financial resources than we do. Our competition includes several web-based commercial retail sites and companies that offer gift certificates at a discount, or that support a single designated charity chosen by the retailer, such as the United Way, on an ongoing or, more often, periodic basis. It also includes some websites such as iDine.com, Upromise.com and edExpress.com, which pay a rebate to the purchaser on regular retail sales, or give airline miles, or rebate 3-5% of sales to an individual Section 529 college savings account designated by the purchaser. Our competition also includes several web-based charity shopping sites, such as CharityMall.com, GreaterGood.com and iGive.com. These sites generally simply offer links to major and specialty retailers through their site. They ask a not-for-profit to notify their constituency that the site is available and can be accessed either directly or through the not-for-profits site, and they pay the not-for-profit a percentage of the revenue they receive from the retailer for directing the sale to their site.  Proprietary Technology  On October 23, 2003, we, by and through our individual officers, filed a provisional patent application with the United States Patent and Trademark Office covering our proprietary business model (as described above under Principal Products and Services).  Since 1995, the United States Patent and Trademark Office has offered inventors the option of filing a provisional application for patents. The provisional patent application process was designed to provide a lower-cost first patent filing in the United States, among other goals. A provisional patent application allows filing without a formal patent claim, oath or declaration, or any information disclosure (prior art) statement. It provides the means to establish an early effective filing date in a non-provisional patent application, and also allows the term Patent Pending to  - 11 -  be applied. A provisional patent application is valid for 12 months from the date originally filed, and this 12-month pendency period cannot be extended. On October 21, 2004, we filed a corresponding non-provisional patent application (U.S. Serial Number 10/970,838, System and Method for Charitable Organization-Branded Marketing) in order to benefit from the earlier filing date for the provisional patent application. The non-provisional patent application has not yet been approved. When a non-provisional patent is issued, the patent should deter others from utilizing a business model having the components covered in the issued claims. Until a non-provisional patent is issued, we cannot use the patent application as a direct enforcement tool to prevent others from engaging in infringing activities.  However, we may legally commercialize our business model under the patent pending notice, providing some deterrent value against would-be competitors.  Additionally, since infringing activities that occur prior to the issuance of a patent can be addressed retrospectively (up to 6 years) once the patent issues, this provides additional deterrence to would-be competitors. Portions of our proprietary business model, including portions of our software and mode of operations, are also protected as trade secrets through confidentiality agreements with our employees, our independent contractors, and our joint venture partners and through other standard security measures.  The terms of our confidentiality agreements are broad and include prohibitions against using our client lists or any confidential information or trade secrets outside of our business, diverting any of our business opportunities, and noncompetition provisions preventing the solicitation of any of our participants without our written permission for a specified period of time after termination of services.  We intend to use these protections to protect our proprietary business model from direct competition by foreclosing the ability of potential competitors from using a similar discount/charitable contribution model or process in their business, or from using our client list or approaching participants in the BidGive program. We are also in the process of filing trade name and trademark applications to register the BidGive name and mark, the names of our products, and our slogan (Where Saving is Giving).  Government Regulation  We are not currently aware of any existing federal, state, governmental regulations which are specific to our industry. Potential future regulations may include sales and/or use taxes, which expenses would then be passed on to the participating merchants or customers. We are only aware of one Internet regulation that could potentially currently affect our business. Recent California legislation with an effective date of July 1, 2004 requires Internet companies that collect and maintain personally identifiable information from persons residing in California for commercial purposes to comply with certain privacy policy requirements; however, we are not currently marketing our products in California and have no customers that reside in California. We will continue to monitor and comply with additional Internet regulations as they become effective and applicable to us. Employees We currently have two full-time employees, and utilize independent contractors and joint venture partners for the bulk of our operations. Our joint venture partner in Palm Beach/Boca Raton, Florida is Ms. Terry Byer. Our partner in Newark, New Jersey and Long Island, New  - 12 -  York, is Professional Greetings, Inc., and our joint partner in Toronto, Canada is Mr. Leonard Pearl. Our joint venture partners act as our local agent in recruiting and managing independent sales contractors and in locating local merchants and charities to participate in our programs. They pay for the initial advertisement in their local newspaper in exchange for compensation in the form of either stock in the Company or a percentage of the net revenues generated through their locations, or a combination of both stock and revenue sharing.  ITEM 2. DESCRIPTION OF PROPERTY Our offices are currently located at 3229 Wentwood Drive, Suite 200, Dallas, Texas 75225, in approximately 500 square feet of office space in a facility owned by Mr. Walker, one of our investors, who is providing the space rent-free while we ramp up operations and seek to raise capital. These premises will remain available to us on a rent-free basis until we outgrow them and require larger offices. Our current office space is adequate and suitable for current operations, and is expected to be suitable for future operations for at least the remainder of the current fiscal year.  Other than office space, we maintain minimal amounts of equipment. Our inventory of discount certificates is maintained on our website and in our contracts with participating vendors. The website is housed on third party host servers with scalable properties  (i.e., the ability to be expanded) and redundant backup and security protections, as is the toll free telephone number. Our proprietary in-house operating software was designed using free shareware as a base, and we license other elements of our operations as necessary.  ITEM 3. LEGAL PROCEEDINGS Neither the Company nor its property is the subject of any pending legal proceedings, and no such proceeding is known to be contemplated by any governmental authority. The Company is not aware of any legal proceedings in which any Director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or any associate of any such Director, officer, affiliate or security holder of the Company, is a party adverse to the Company or any of its subsidiaries or has a material interest adverse to the Company or any of its subsidiaries.  ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. None.  PART II   ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.  There is no public trading market for shares of our common stock. Our common stock is not yet quoted on the OTC Bulletin Board or on any other public trading market and we have not applied for listing or quotation on any public trading market. We are currently in the process of filing a registration statement on Form SB-2 with the Securities and Exchange Commission to register 1,000,000 shares of our common stock for sale to the public. Following completion of  - 13 -  the proposed public offering, we intend to apply to have our common stock listing for trading on the OTC Bulletin Board, but there is no assurance that our shares will be listed on the OTC Bulletin Board, or that any public market will be established or will develop for our shares.  If a trading market does develop for our shares it is likely to be subject to restrictions imposed by the penny stock rules. The Securities and Exchange Commission has adopted rules which regulate broker-dealer practices in penny stocks, which generally means stocks with a price of less than $5.00.  Prior to engaging in a certain transactions involving a penny stock, broker-dealers must make a special written determination that it is a suitable investment for the purchaser and must receive the purchasers written consent to the transaction and written acknowledgement of receipt of a risk disclosure statement.  The broker-dealer must also provide the customer with information regarding the current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and a monthly account statement showing the market value of each penny stock held.  These disclosure requirements will have the effect of making it more difficult for an active trading market to develop in our stock and for an investor in the proposed public offering to sell shares of our common stock in the secondary market.  None of our common equities are subject to any outstanding options, warrants to purchase, or securities convertible into, common stock. We have not agreed to register any common stock under the Securities Act of 1933 (the Securities Act) for sale by our security holders, although we reserve the right to do so in the future. Other than the proposed public offering, there are no common equities of BidGive International that are proposed to be, or have been proposed to be, publicly offered by us, the offering of which could have a material effect on the market price of our common stock.  The Securities and Exchange Commission has issued an interpretative letter which concludes that promoters and affiliates of a blank check company such as us and their transferees are not entitled to rely upon the exemption from registration provided by Rule 144 for purposes of resales of their shares.  Accordingly, any of our shares held by persons who may be deemed to be our promoters or affiliates, or their transferees, may only resell their securities through a registered offering.  At December 31, 2004, we had 6,308,292 shares of Common Stock outstanding and had approximately 177 stockholders of record.  We currently have no securities authorized for issuance under any equity compensation plans.  We have never declared any cash dividends on our common stock, and do not anticipate declaring dividends in the foreseeable future.   Recent Sales of Unregistered Securities  NameDateSecurities SoldPurchase Price Per ShareAggregate Purchase Price  - 14 -   Jim Walker (1)August 2, 2004Convertible Note (11) (14)N/A$5,400Thomas Richardson (1)September 29, 2004Convertible Note (11) (14)N/A$10,000Jim Walker (1)November 11, 2004Convertible Note (10) (14)N/A$2,500Michael Jacobson (1)December 7, 2004Convertible Note (10) (14)N/A$350Jim Walker (1)December 13, 2004Convertible Note (10) (14)N/A$6,500Jim Walker (1)December 31, 2004Convertible Note (10) (14)N/A$5,000Shai Rappaport (1)March 2, 20044,000 shares (5)$1.25$5,000Saleem Lakdawala (1)February 10, 20042,000 shares (5)$1.25$2,500Jack Weiner (1)February 6, 200412,000 shares (5)$1.25$15,000John Peiser (1)February 3, 20048,000 shares (5)$1.25$10,000Joseph Pioppi (2)January 22, 20042,400 shares (5)$1.25$3,000PGI, Inc. (1)January 20, 20042,000 shares (5)$1.25$2,500Frank Pioppi (2)January 9, 20042,000 shares (5)$1.25$2,500Neil Berwish (1)December 5, 20035000 shares (4)$1.25$6,250Phil Berwish (9)December 5, 20035000 shares (4)$1.25(9)$6,250David Peterson (9)December 5, 20035000 shares (4)$1.25(9)$6,250Michael JacobsonDecember 4, 20031,206,800 shares (16)$.001 (15)$1,207James P. Walker, Jr.December 4, 20031,470,625 shares (16)$.001 (15)$1,471Ronald D. GardnerDecember 4, 2003591,081 shares (16)$.001 (15)$591Robert SchneidermanDecember 4, 2003278,686 shares (16)$.001 (15)$277Charles J. Quinn.December 4, 2003129,918 shares (16)$.001 (15)$130Ali TekbaliDecember 4, 2003338,389 shares (16)$.001 (15)$339David N. KloeberDecember 4, 2003154,416 shares (16)$.001 (15)$154Peter AndresenDecember 4, 200384,119 shares (16)$.001 (15)$84Cynthia JacobsonDecember 4, 2003110,297 shares (16)$.001 (15)$110John R. Pike, Sr.December 4, 2003101,473 shares (16)$.001 (15)$101Thomas W. RichardsonDecember 4, 200373,531 shares (16)$.001 (15)$74Fish & Richardson, PC.December 4, 200373,531 shares (16)$.001 (15)$74Personal Greetings, Inc.December 4, 2003231,232 shares (16)$.001 (15)$231Lynda Kay Pike.December 4, 200357,354 shares (16)$.001 (15)$57Charles LandeDecember 4, 200355,148 shares (16)$.001 (15)$55John Robert Pike, Jr.December 4, 200355,148 shares (16)$.001 (15)$55Cameron Walker (a minor) UTMA
c/o Kelly J. Walker, as custodian for )December 4, 200355,148 shares (16)$.001 (15)$55Claire Walker (a minor) UTMA
c/o Kelly J. Walker, as custodian forDecember 4, 200355,148 shares (16)$.001 (15)$55Vend A Card Inc.
c/o Ed PotashDecember 4, 200355,148 shares (16)$.001 (15)$55Robert AndresenDecember 4, 200345,957 shares (16)$.001 (15)$46Kevin AndresenDecember 4, 200345,957 shares (16)$.001 (15)$46  - 15 -   Les MaundDecember 4, 200336,766 shares (16)$.001 (15)$37Sophek TounnDecember 4, 200333,089 shares (16)$.001 (15)$33Gary SolomonDecember 4, 200333,089 shares (16)$.001 (15)$33Steve FlansburgDecember 4, 200327,574 shares (16)$.001 (15)$28Harvey CantorDecember 4, 200327,574 shares (16)$.001 (15)$28Judith CunninghamDecember 4, 200327,354 shares (16)$.001 (15)$28Sharon L. D'ArcyDecember 4, 200324,265 shares (16)$.001 (15)$24Tatum CFO PartnersDecember 4, 200322,059 shares (16)$.001 (15)$22Mark Steven GardnerDecember 4, 200332,059 shares (16)$.001 (15)$32Terry ByerDecember 4, 200320,221 shares (16)$.001 (15)$20Jack ChernicDecember 4, 200318,383 shares (16)$.001 (15)$18Gary CohenDecember 4, 200319,302 shares (16)$.001 (15)$19Arnold WagnerDecember 4, 200313,787 shares (16)$.001 (15)$14Robert FrickDecember 4, 200311,030 shares (16)$.001 (15)$11Jan CohenDecember 4, 200311,030 shares (16)$.001 (15)$11Keith ThodeDecember 4, 200311,030 shares (16)$.001 (15)$11Glen SiegelDecember 4, 200311,030 shares (16)$.001 (15)$11John D. VarnerDecember 4, 20038,824 shares (16)$.001 (15)$9Laura KaplanDecember 4, 20038,824 shares (16)$.001 (15)$9Natalie RetamarDecember 4, 20037,353 shares (16)$.001 (15)$7Marci RomickDecember 4, 20036,618 shares (16)$.001 (15)$7Jerome A. LevineDecember 4, 20035,515 shares (16)$.001 (15)$6Mike RusawDecember 4, 20035,515 shares (16)$.001 (15)$6Shun BatesDecember 4, 20034,502 shares (16)$.001 (15)$5Wesley RiemondiDecember 4, 20034,412 shares (16)$.001 (15)$4Annette MorgansternDecember 4, 20032,206 shares (16)$.001 (15)$2Catherine YoungDecember 4, 20032,206 shares (16)$.001 (15)$2John G. PeiserDecember 4, 20033,806 shares (16)$.001 (15)$4Shai RappaportDecember 4, 20032,206 shares (16)$.001 (15)$2Priscilla SebelDecember 4, 20031,792 shares (16)$.001 (15)$2Kent FarquharDecember 4, 20031,103 shares (16)$.001 (15)$1Nicholas RiemondDecember 4, 2003882 shares (16)$.001 (15)$0.88Neil Berwish SEP/IRADecember 4, 20035,000 shares (16)$.001 (15)$5Phil BerwishDecember 4, 20035,000 shares (16)$.001 (15)$5David P. PetersonDecember 4, 20035,000 shares (16)$.001 (15)$5Jack WeinerDecember 4, 200312,000 shares (16)$.001 (15)$12Saleem S. LakdawalaDecember 4, 20032,000 shares (16)$.001 (15)$2Charles J. QuinnDecember 4, 200314,200 shares (16)$.001 (15)$14Leonard PearlDecember 4, 200325,000 shares (16)$.001 (15)$25  - 16 -   Frank PioppiDecember 4, 20032,000 shares (16)$.001 (15)$2Joseph PioppiDecember 4, 20032,400 shares (16)$.001 (15)$2John G. PeiserDecember 4, 20038,000 shares (16)$.001 (15)$8Shai RappaportDecember 4, 20034,000 shares (16)$.001 (15)$4Leonard PearlDecember 4, 200335,000 shares (16)$.001 (15)$35Terry ByerDecember 4, 200310,000 shares (16)$.001 (15)$10BidGive, Inc.(3)October 2, 20033,094,009 units (6)Assets$100Ali Tekbali (1)September 30, 200330,000 units (7)$1.25$37,500Les Maund (9)September 30, 200320,000 units (6)$1.259$25,000Natalie Retamar (1)September 29, 20034,000 units (7)$1.25$5,000Terry Byer (1)September 29, 20038,000 units (7)$1.25$10,000PGI, Inc. (1)September 16, 20031,600 units (7)$1.25$2,000Robert Schneiderman (1)August 14, 20036,000 units (7)$1.25$8,000PGI, Inc. (1)August 13, 20038,000 units (7)$1.25$10,000Peter & Julie Andreesen (1)June 3, 200350,000 unit (7)$0.50$25,000Peter & Lisa Luthringer (1)November 11, 20022,000 shares (8)$0.50$1,000Mid-Continental Securities Corp.(3)June 25, 20022,000,000 shares (8)$0.001$2,000Mid-Continental Securities Corp.(3)June 17, 2002770,000 shares (8)$0.001$770Mid-Continental Securities Corp.(3)January 8, 2002150,000 shares (8)$0.001$150Mid-Continental Securities Corp.(3)December 21, 2001250,000 shares (8)$0.001$250Mid-Continental Securities Corp.(3)December 19, 2001500,000 shares (8)$0.001$500Mid-Continental Securities Corp.(3)July 24, 2001408,750 shares (8)$0.001$408.75Mid-Continental Securities Corp.(3)April 18, 2001385,000 shares (8)$0.001$385  (1) Offered and sold in reliance upon an exemption form registration provided by Section 3(b) under the Securities Act of 1933, and Rule 505 of Regulation D promulgated thereunder.  In order to determine the availability of the exemption, we made a determination that each such purchaser was an accredited investor as that term is defined under Regulation D promulgated under the Securities Act, based in part upon representations made in each such purchasers executed subscription agreement and financial information about each such purchaser provided therein. Each such purchaser also represented to us that he or she received all information he or she considered necessary in determining whether to purchase our common stock (or the units of BidGive Group, LLC prior to its merger with our predecessor, as the case may be).  (2) We made a determination that each such purchaser was an accredited investor as that term is defined under Regulation D promulgated under the Securities Act, based in part upon representations made by each such purchaser. Each such purchaser also represented to us that he or she received all information he or she considered necessary in determining whether to purchase our common stock.  (3) Purchaser is a person who either alone or with his or her purchaser representative(s) had sufficient knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of an investment in, and received all information he, she or it  - 17 -  considered necessary in determining whether to purchase our common stock (or the units of BidGive Group, LLC prior to its merger with our predecessor, as the case may be).  (4) Sale of our Common Stock pursuant to Section 3(b) of the Securities Act and Rule 505 promulgated thereunder.  (5) Sale of our Common Stock pursuant to Section 4(2) of the Securities Act. These shares were sold in reliance upon claimed exemption from registration.  However, since the transaction was not completed prior to December 31, 2003, when we first filed this registration statement, the purchaser may have the right to claim that the transaction was an illegal public offering which violated the federal securities laws.  If the transactions did violate the federal securities laws, the purchaser may have claims against us for damages or for rescission and recovery of the full subscription price.  (6) Sale of membership units in BidGive Group, LLC pursuant to Section 4(2) of the Securities Act. Effective as of December 4, 2003, BidGive Group, LLC was merged with and into the Merger Sub with the Merger Sub surviving the Merger, and each 1% membership interest in BidGive Group, LLC that was issued and outstanding immediately prior to the effective time of the Merger was converted into 57,446 shares of our common stock. As a result of the Merger, the former members of BidGive Group, LLC became the holders of 92.5% of our issued and outstanding common stock effective as of December 4, 2003.  (7) Sale of membership units in BidGive Group, LLC pursuant to Section 3(b) of the Securities Act and Rule 505 promulgated thereunder.  (8) Sale of Rolfe Enterprise, Inc.s common stock pursuant to Section 4(2) of the Securities Act. This sale occurred prior to the 2:1 forward stock division, the 1:25 reverse stock split, and the merger of Rolfe Enterprises, Inc. into BidGive International.  (9) Value of services rendered to us. Phil Berwish and David Peterson are recent additions to our advisory boardeach member of the advisory board is granted 5,000 shares of common stock in lieu of any cash compensation for their availability, expertise, and guidance in establishing and expanding our business operations. Les Maund has provided and continues to provide, without cash compensation by us, necessary print and webpage design and development services for our advertising element, and was granted 20,000 shares of our common stock for such services. We made a determination that each such person either (i) was an accredited investor as that term is defined under Regulation D promulgated under the Securities Act, or (ii) either alone or with his or her purchaser representative(s) had sufficient knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of an investment in, and received all information he, she or it considered necessary in determining whether to purchase our common stock, in each case based in part upon representations made by each such person.  (10)  Convertible into shares of common stock at a price of $1.50 per share.  (11)  Convertible into shares of common stock at a price of $1.25 per share.  - 18 -   (12)  Convertible into shares of common stock at a price of $1.25 per share. Gardner, Schneiderman, Walker and Jacobson purchased, as a group, for a total of $4,990.  (13)  Convertible into shares of common stock at a price of $1.75 per share.  (14)  Sale of convertible notes in reliance upon Section 4(2) and Rule 506 of Regulation D under the Securities Act of 1933.  However, since the transaction was not completed prior to December 31, 2003, when we first filed this registration statement, the purchaser may have the right to claim that the transaction was an illegal public offering which violated the federal securities laws.  If the transaction did violate the federal securities laws, the purchaser may have claims against us for damages or for rescission and recovery of the full subscription price.  (15)  Share purchase price is based on the par value of the stock.  (16)  Received shares which were offered and sold in a private placement transaction to members of Bidgive Group, LLC, in conjunction with its merger into BGG Acquisition Subsidiary, Inc.  The transaction was completed in reliance upon exemptions from registration provided by Regulation D under the Securities Act of 1933.  Each member of the LLC was required to sign an Investor Acknowledgement indicating that he or she approved the merger transaction, acknowledging that the shares being received would constitute restricted securities, and representing that he or she was either an accredited investor or a person who, either individually or together with his or her purchaser representative, had sufficient knowledge to evaluate the merits and risks of the investment.  All of the securities sold for cash were offered and sold through our officers and directors in reliance upon exemptions from registration either under Section 4(2) of the Securities Act or under Section 3(b) of the Securities Act and Rule 505 of Regulation D promulgated thereunder. The securities sold for consideration other than cash were offered and sold in reliance upon exemptions from registration under Section 4(2) of the Securities Act. All such transactions were private offerings made without advertising or public solicitation. Purchasers signed a subscription agreement acknowledging that they were purchasing shares for their own account and acknowledging that the securities were not registered under the Securities Act and cannot be sold unless they are registered or unless an exemption is available. In addition, a restrictive legend was placed on all share certificates representing the shares.    ITEM 6.         MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION   The following discussion of our financial condition and results of operations should be read in conjunction with our Consolidated Financial Statements and related footnotes.  Overview  We were originally incorporated as Rolfe Enterprises, Inc. under the laws of the State of  - 19 -  Florida on May 6, 1996. We were formed as a blind pool or blank check company whose business plan was to seek to acquire a business opportunity through completion of a merger, exchange of stock, or similar type of transaction. On April 12, 2004, Rolfe Enterprises, Inc. was merged with and into BidGive International, a Delaware corporation formed on such date and prior to the merger a wholly-owned subsidiary of Rolfe Enterprises, Inc., with BidGive International surviving the reincorporation merger. The purpose of the reincorporation merger was to convert Rolfe Enterprises, Inc. from a Florida corporation to a Delaware corporation and to change its name to BidGive International, Inc.  On December 4, 2003, we acquired all of the assets of BidGive Group, LLC through the merger of BidGive Group, LLC with and into the Merger Sub, with the Merger Sub as the surviving corporation. BidGive Group, LLC was a start-up transitional company formed on May 28, 2003to acquire certain assets from a developmental, non-operating company named BidGive, Inc. The assets which we acquired in the merger consisted of a development stage discount certificate business, the related website, and related proprietary technology. We are currently further developing the assets we acquired in the merger and have commenced operations of an e-commerce website through which we will offer and sell discount certificates, and other products and services as opportunities arise. Neither Rolfe Enterprises, Inc. nor BidGive Group, LLC, BidGive Internationals two predecessors, has ever been subject to any bankruptcy, receivership or similar proceedings.  We launched our operations and commenced revenue generating business and marketing operations with the opening of our first market in the Palm Beach/Boca Raton Florida area, on February 2, 2004, but have only had limited operations to date.  Liquidity and Capital Resources  For the year ended December 31, 2004, our consolidated balance sheet, which reflects the effect of the merger, reflects current and total assets of $15,344 in comparison to $846 for the twelve months ended December 31, 2003, and total current liabilities of $163,758 in comparison to $43,851 for the twelve months ended December 31, 2003. On February 2, 2004, we commenced revenue generating business and marketing operations by opening our first market in the Palm Beach/Boca Raton, Florida area. Cash on hand on March 15, 2005 was approximately $5,000. This sum is anticipated to satisfy our cash requirements through April 2005. We expect to raise additional capital sufficient to support our operations after April 2005 through the issuance of short-term convertible debt. In the event that we are not able to raise such capital, we will be required to significantly curtail our operations to the extent that they can be financed with ongoing operations and proceeds provided by joint venture partners.  We do not presently have adequate cash or sources of financing to meet either our short-term or long-term capital needs. We have not currently identified any sources of available working capital, other than the possible receipt of proceeds from our current offering on Form SB-2 and revenues generated by ongoing operations. We may not receive any significant amount of proceeds from either this offering or cash flow from operations. We may also be unable to locate other sources of capital or may find that capital is not available on terms that are acceptable to us. If we do not receive significant proceeds from this offering and are unable  - 20 -  to raise additional capital from other sources, we will be required to limit our operations to those which can be financed with the modest capital which is currently available and will be required to significantly curtail our expansion plans to the extent they can be financed with ongoing operations and proceeds provided by joint venture partners and debt financing.  During the year ended December 31, 2004, we issued a total of $47,990 of short-term convertible debt, bearing interest at rates ranging from 6-10% with due dates ranging from May 9, 2005 to September 30, 2005. The notes require a lump sum payment of principal and accrued interest on their respective due dates. The debt is convertible into shares of our common stock at any time at conversion rates ranging from $1.25 per share to $1.50 per share; however, we have reserved the right to pay off any part or the entire principal and accrued interest on the notes in cash prior to conversion, even if the note holder has elected to convert. Accordingly, we have not recorded additional costs of borrowing (interest) for the potential benefits of the conversion features. The conversion prices were determined using prices at which we had most recently issued shares of common stock as of the date each borrowing was made. The conversion prices are subject to customary anti-dilution protections. No debt is currently past due and no debt has been converted into stock.  Results of Operations  Although it is difficult to make meaningful period-to-period comparisons of the Companys financial condition and results of operation because of our limited operations to date, the following discussion provides a comparison of certain line items from the Companys financial statements for specified periods.  We launched our operations and commenced revenue generating business and marketing operations with the opening of our first market in the Palm Beach/Boca Raton, Florida area on February 2, 2004.  We generally recognize revenue when we receive funds, usually via credit card transactions, as payment for discount certificates and loading funds onto debit cards, but have only had nominal revenues to date.    The $ 185,579 in expenses we incurred for the fiscal year ended December 31, 2004 consisted primarily of costs associated with the merger and the public offering, legal and accounting fees, general operating expenses, and independent contractor fees.  While the Company does not have sufficient historical operations with which to make any meaningful comparisons, a line item review and comparison between the fiscal year ending December 31, 2004 and fiscal year ending December 31, 2003 shows increasing revenues that the Company attributes to increased marketing and sales efforts.   Fiscal Year 2004 Compared To Fiscal Year 2003  Revenues for the fiscal year ended December 31, 2004 were $25,920, compared to revenues of $0 for the fiscal year ended December 31, 2003.   The company's activities in 2003 were limited to organizational matters, and it commenced limited revenue producing activities in February 2004.  The revenues received in 2004 were primarily from consulting  - 21 -  services to not-for-profit entities in restructuring their revenue generating models.  Selling, general and administrative expenses for the fiscal year ended December 31, 2004 were $185,579, compared to $47,287 for the same expenses during the fiscal year ended December 31, 2003. The increase in selling, general and administrative expenses in 2004 as compared to 2003 is primarily the result of increased expenses in 2004 for legal, accounting and consulting services relating to our patent application, compliance with SEC reporting requirements, the filing of the registration statement of which this Prospectus is a part, and restructuring of business operations as discussed above.  Our net loss for the fiscal year ended December 31, 2004 was $159,659 compared to a net loss of $47,287 for the fiscal year ended December 31, 2003. The increase in net losses during this period is attributable to increased legal, accounting and consulting expenses relating to our patent application, compliance with SEC reporting requirements, filing of a registration statement and restructuring of business operations, as discussed above.  Fiscal year endedFiscal year endedDecember 31, 2004December 31, 2003Operating Statement Data:Revenues$25,920--Operating Expenses$185,579$47,287Net Profit (Loss) from Operations($159,659)($47,287)   Plan of Operations  Our plan of operations is to focus our initial marketing efforts on the independent school market.  We will also seek to expand operations in the Palm Beach/Boca Raton market and to seek to open additional markets for our Reward Program primarily through joint venture partners and independent sales contractors.  Independent School Market  We plan to launch an independent school marketing program in October 2005.  This program is designed to capitalize on the established relationships that schools have with the families of their students.  The program is intended to allow the schools to increase their revenues without requesting increased donations from the families of their students by encouraging these families to participate in the Companys retail program.  We plan to market a co-branded form of our Rewards Program to independent schools.  One of the most significant uncertainties that the Company faces is whether it will be able to recruit enough participating merchants and enough participating members to make its Programs successful.  The Company believes that the independent school market will provide a cost-effective way to increase enrollment to a critical mass, where the process will become  - 22 -  institutionalized and profitable within the not-for-profit entity, and also a mechanism for recruiting additional merchants.   When joining the BidGive Programs, each not-for-profit entity must recruit at least ten (10) local merchants to join.  In addition, the Company believes that the interest that each not-for-profit entity will have in attempting to create a sustainable revenue stream for itself through use of the Bidgive Program, will entice such entities to market the Program to their constituents and to encourage those constituents to make regular use of the Program as a way of providing financial support to the not-for-profit entity. We intend to allocate a portion of the proceeds from this offering to payment of costs associated with expansion of our programs into additional markets utilizing the nationwide network of independent schools to pursue merchants and new member participants in each market.   Discount Certificate Program  In addition to the Palm Beach/Boca Raton, Florida market, the Company intends to continue its efforts to open additional markets in Newark, New Jersey, Long Island, New York, and Toronto, Canada through joint venture partners and independent sales contractors, and in Dallas, Texas through our employees under our cooperative advertising program.  To date, we have used funds provided by management and by private investors to pay for operations. The initial cities markets of Palm Beach/Boca Raton, Newark, Long Island and Toronto are being opened at nominal out-of-pocket cost to us by using joint venture partners who are funding the major cost of these initial launches in return for a minority share of the revenues and profits and/or shares of our common stock.  We intend to allocate a portion of our pending public stock offering to hire additional employees in the areas of marketing and operations and to launch operations in additional cities.  The number of additional employees we hire and the number of additional markets in which we are able to begin operations will depend on the amount of money, if any, we are able to raise in a public offering.  For example, in the event the public offering is fully subscribed, we currently anticipate immediately hiring three additional full time employees in the areas of marketing and operations and launching operations in up to 12 additional markets during the six months following completion of the offering.   If the offering is 75% subscribed, we currently anticipate hiring two additional employees within six months of the offering. If the offering is 50% subscribed, we anticipate hiring one additional employee and launching operations in up to 2 additional markets during the six months following completion of the offering.  Each of our programs (Dining, Retail, and Travel) and our Telecom program (once a new telephone service provider has been engaged) will be launched and operated in each market.  There is no assurance that we will receive sufficient proceeds from our pending stock offering or from other sources to fund the hiring of additional employees or the opening of additional markets. To the extent we do not have sufficient funds, we may be required to alter our plans in such a way that we open and operate only those markets for which funds are available and independent school support is viable and sustainable.  - 23 -   The detailed steps, estimated time frames and estimated costs required to open a market utilizing our independent school programs may include:  Step 1enrolling a school or schools in a certain area, obtaining the advertising rate from the participating media when implementing the advertising program, training school patron supporters, or utilizing independent sales representatives (10-14 days, $250);  Step 2--acquiring not-for-profit entity participation (schools, etc) to assist in acquiring vendor and merchant participation and signed marketing participation agreements (14-21 days, $150);  Step 3--signing up the not-for-profits individual members and issuing BidGive branded or co-branded debit cards where appropriate, and marketing the not-for-profits supporters to patronize participating merchants establishments (14-21 days, $2,500);  Step 4if including the cooperative advertising program in a markets offerings, receiving the print and artwork for the ads from the vendors, inputting the information into our advertising space templates (5-7 days, $1,000);  Step 5-- if including the cooperative advertising program in a markets offerings, obtaining ad approval from the media; adding the merchants to the BidGive website (5-7 days, $500);  Step 6--selling and issuing BidGive or co-branded debit cards to the general public in the marketing area (7-10 days, $3,500); and  Step 7-- if including the cooperative advertising program in a markets offerings, marketing the program in the area when the advertisement appears and where the merchants supporting the debit cards are located (7-10 days, $2,500).  By utilizing the independent school program to establish a specific market, only the first three Steps are necessary for the Company to have revenue-generating operations in a specific market, thus significantly reducing the time and cost to the Company involved in establishing its programs. Based upon these estimated time frames, we currently anticipate that it will take approximately 38-56 days and $2,900 to enroll a lead school, sign-up participating merchants, issue debit cards, and process the first transaction under the independent school program model in a geographic location.  If we include the cooperative advertising program and marketing to the general public in the area, 75 to-90 days and $10,400 will be required to complete all of the indicated steps required to reach the stage when the first advertisement appears in local media and we are able to begin marketing the program to the general public in a market. In the markets in which we include the cooperative advertising program, and have joint venture partners, they will be responsible for 100% of the costs associated with Steps 1, 2, 6 and 7 and approximately 75% of the costs associated with Steps 3, 4 and 5, which leaves us responsible for approximately $1,000 of the $10,400 required to include the cooperative advertising program in such markets.  Off-Balance Sheet Arrangements   - 24 -  During the year ended December 31, 2004, we had no off-balance sheet arrangements.   ITEM 7. FINANCIAL STATEMENTS.  See following pages.  - 25 -             BidGive International, Inc.  Audited Consolidated Financial Statements With Report of Independent Registered Public Accounting Firm  December 31, 2004                    - 26 -  BidGive International, Inc.  Consolidated Financial Statements for the Years Ended December 31, 2004 and 2003   Contents   REPORT OF INDEPENDENT REGISTERED  PUBLIC ACCOUNTING FIRM 28 CONSOLIDATED BALANCE SHEET 29 CONSOLIDATED STATEMENTS OF OPERATIONS 30 CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY (DEFICIT) 31 CONSOLIDATED STATEMENTS OF CASH FLOWS 32 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 33                       - 27 -     REPORT OF INDEPENDENT REGISTERED 
PUBLIC ACCOUNTING FIRM    Officers and Directors BidGive International, Inc.  We have audited the consolidated balance sheets of BidGive International, Inc. as of December 31, 2004, and the related consolidated statements of operations, changes in stockholders equity (deficit), and cash flows for the years ended December 31, 2004 and 2003.  These consolidated financial statements are the responsibility of the Companys management.  Our responsibility is to express an opinion on these financial statements based on our audits.  We conducted our audits 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.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide 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 BidGive International, Inc. as of December 31, 2004, and the results of its operations and its cash flows for the years ended December 31, 2004 and 2003, in conformity with accounting principles generally accepted in the United States of America.  The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the consolidated financial statements, the Company currently has cash flow constraints, an accumulated deficit, and has relatively little revenue from operations. These factors, among others, raise substantial doubt about the Companys ability to continue as a going concern. Managements plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.    Child, Sullivan and Company March 25, 2005     - 28 -  BIDGIVE INTERNATIONAL, INC.    CONSOLIDATED BALANCE SHEET  December 31,
2004ASSETScurrent assetsCash$    5,344Accounts receivable10,000Total Current Assets5,344Total Assets$   15,344LIABILITIES AND STOCKHOLDERS
EQUITY (DEFICIT)current liabilitiesAccounts payable and accrued expense$ 105,768Deferred revenue10,000Convertible debt47,990Total Current Liabilities163,758Common stock subject to rescission rights, .001 par value;
32,400 shares issued and outstanding40,500stockholders equity (deficit)Common stock, $.001 par value
20,000,000 shares authorized, 6,275,892
issued and outstanding6,276Additional paid-in capital30,335Accumulated deficit(225,525)Total Stockholders Equity (Deficit)(188,914)Total Liabilities and Stockholders Equity (DEFICIT)$   15,344    *See Notes to Consolidated Financial Statements  - 29 -  BIDGIVE INTERNATIONAL, INC.   CONSOLIDATED STATEMENTS OF OPERATIONS   For the
year
ended
December 31, 2004For the
year
ended
December 31, 2003REVENUESSales$ 25,920$            -EXPENSESSelling, general, and
administrative expenses185,57947,287NET LOSS BEFORE TAXES(159,659)(47,287)Income tax expense--Total Income (Loss)$      (159,659)$        (47,287)Loss per common share$            (0.02)$           (0.05)Weighted average common
shares outstanding6,275,892894,203     *See Notes to Consolidated Financial Statements        - 30 -  BIDGIVE INTERNATIONAL, INC.   CONSOLIDATED STATEMENTS OF CHANGES
IN STOCKHOLDERS EQUITY (DEFICIT) FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003   Common StockAdditionalCommon Stock
SubscriptionAccumulatedSharesAmountPaid-in CapitalReceivableDeficitTotalBalances at January 1, 2003465,62046616,145(18,579)(1,968)Common stock for cash4,16046,246--6,250Common stock issued in
merger5,795,1125,795(5,795)---Common stock subscribed11,0001113,739(13,750)--Net loss----(47,287)(47,287)Balances at December 31, 2003(Restated-note 4)6,275,8926,27630,335(13,750)(65,866)(43,005)Payments received for subscribed shares---13,750-13,750Net loss----(159,659)(159,659)Balances at December 31, 20046,275,892$
6,276$
30,335$
-$
(225,525)$
(188,914)  *See Notes to Consolidated Financial Statements          - 31 -  BIDGIVE INTERNATIONAL, INC.   CONSOLIDATED STATEMENTS OF CASH FLOWS  For the
year
ended
December 31, 2004For the
year
ended
December 31, 2003
(Restated-Note 4)OPERATING ACTIVITIESNet loss$ (159,659)$ (47,287)Adjustments to reconcile net loss
to cash used by operating activities:Changes in operating liabilities and assetsAccounts receivable(10,000)-Shareholder receivable-1,197Accounts payable and accrued expenses61,91740,651Deferred revenue10,000-NET CASH PROVIDED (USED) BY
OPERATING ACTIVITIES(83,992)(5,439)FINANCING ACTIVITIESIssuance from issuance of common stock subject to rescission40,5006,250Proceeds from stock subscriptions receivable13,750-Issuance of convertible debt47,990-NET CASH PROVIDED (USED) BY
FINANCING ACTIVITIES88,4906,250INCREASE (DECREASE) IN CASH4,498811Cash at beginning of year84635CASH AT END OF YEAR$ 5,344$      846Non-cash investing and financing activities:Common stock subscribed$          -$  13,750   *See Notes to Consolidated Financial Statements  - 32 -  BIDGIVE INTERNATIONAL, INC.  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2004 AND 2003  NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  The summary of significant accounting policies of BidGive International, Inc. (the Company) is presented to assist in understanding the Companys financial statements.  The financial statements and notes are representations of the Companys management, which is responsible for their integrity and objectivity.  These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the financial statements.  Nature of Business  The financial statements presented are those of BidGive International, Inc., (formerly Rolfe Enterprises, Inc.) as of December 31, 2004 and 2003. Principal operations as an e-commerce marketing and retail organization, operating under the www.BidGive.com website where customers can purchase discount retail, dining, and travel offerings, began during the first quarter of 2004, so we are no longer in the development stage. We were originally incorporated as Rolfe Enterprises, Inc. under the laws of the state of Florida on May 6, 1996. We were reincorporated on April 12, 2004 in the state of Delaware as BidGive International, Inc. The purpose of the reincorporation was to change our name and state of domicile.  Business Combination  On October 10, 2003, the Company entered into a Merger Agreement and Plan of Reorganization (the Merger Agreement) with BBG Acquisition Subsidiary, Inc., a Texas Corporation and wholly-owned subsidiary of the Company (the Merger Sub), and BidGive Group, LLC, a Texas limited liability company (BidGive). Pursuant to the Merger Agreement, effective as of December 4, 2003, BidGive was merged with and into the Merger Sub with the Merger Sub surviving the merger, and each 1% of membership interest in BidGive immediately prior to the effective time of the merger was converted into 57,951 shares of the Companys $.001 par value common stock. The merger was accounted for as a reverse acquisition. At the effective date of the merger, BidGive had no assets or liabilities. The accounts of the Company include those of BidGive International and its subsidiary, BBG Acquisition Subsidiary, Inc. All intercompany accounts have been eliminated in consolidation.  The financial statements for the year ended December 31, 2003 include the accounts of the discount certificate business of BidGive Group, LLC for the period ended December 4, 2003 (the period preceding the effective merger date).  The statement of operations for the discount certificate business through December 4, 2003 was not included in the consolidated accounts for the year ended December 31, 2003 as specific amounts of revenues and expenses were unknown.  However, management estimates these revenues and expenses were insignificant and that their exclusion has no impact on the Companys financial statements.  In addition, the transaction represented the purchase of certain assets and liabilities, only, of the former discount certificate business. The nature of the expenses omitted represent primarily professional fees.  The consolidated financial statements are not indicative of the financial condition or results of operations of the discount certificate business going forward due to the changes in the business of BidGive Group, LLC.  In October 2003, the Companys board of directors, and stockholders representing a majority of the Companys outstanding common stock, approved a 1:2 stock split and a 25:1 reverse split of the Companys issued and outstanding common stock. All per share data in the accompanying financial statements have been adjusted to reflect the stock split and reverse stock split.  - 33 -  BIDGIVE INTERNATIONAL, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)  DECEMBER 31, 2004 AND 2003  NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)  Revenue Recognition The financial statements are prepared based on the accrual method of accounting.  The Company recognizes revenues when it receives funds from vendors, usually via credit card transactions, as payment for advertising via discount certificates and loading funds onto debit cards. The Company also receives some cash payments from vendors in payment for the advertising and marketing they receive, which is recognized as revenue when services have been performed and milestones achieved, when applicable. Deferred revenue for marketing services is recorded when payments are received in advance of substantial completion of services which may include the production of web-based promotional materials and advertising, as well as web design services. Accounts receivable of $10,000 for payments to be received under contract for services not yet completed have been recorded at December 31, 2004. Managementexpects to complete its remaining obligations under the contracts shortly after year- end, at which time revenues will be recognized.  Cash and Cash Equivalents The Company considers all highly liquid short-term investments with original maturities of three months or less to be cash equivalents.  Such cash equivalents generally are part of the Companys cash management activities rather than part of its operating, investing, and financing activities.  Changes in the market value of cash equivalents result in gains or losses that are recognized in the income statement in the period in which they occur.  The Company had no cash equivalents at December 31, 2004 or 2003.  Recent Accounting Pronouncements Statement of Financial Accounting Standards (SFAS) No. 144 requires that long-lived assets and certain identifiable intangibles held and used by an entity are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The adoption of SFAS NO. 144 has not materially affected the Companys reported earnings, financial condition or cash flows.  Estimates The preparation of financial statements in accordance with generally accepted accounting principles 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 revenues and expenses during the reporting period.  Because of the use of estimates inherent in the financial reporting process, actual results could differ significantly from those estimates.  Dividend Policy The Company has not yet adopted any policy regarding payment of dividends.  Income Taxes The Company records the income tax effect of transactions in the same year that the transactions enter into the determination of income, regardless of when the transactions are recognized for tax purposes.  Tax credits are recorded in the year realized.  Since the Company has not yet realized income as of the date of this report, no provision for income taxes has been made.  - 34 -  BIDGIVE INTERNATIONAL, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) DECEMBER 31, 2004 AND 2003  NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)  Income Taxes (Continued) Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred 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 reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statement of operations in the period that includes the enactment date. An allowance against deferred assets is recorded when it is more likely than not that such tax benefits will be realized. Deferred tax assets totaling $79,000 at December 31, 2004 arising from cumulative net operating loss carry-forwards have been completely offset by a valuation allowance due to the uncertainty of the Companys ability to use the net operating loss carryovers of $225,525. Such carryovers may be limited due to changes in ownership, and will expire between December 31, 2016 through 2024.  Earnings (Loss) per Share Basic earnings (loss) per share is computed by dividing net loss available to common shareholders by the weighted average number of common shares outstanding during the periods presented. Diluted earnings per share is computed by dividing net loss available to common shareholders by the weighted average number of common shares and common share equivalents during the periods presented, as long as such equivalents are not antidilutive.  Advertising Costs Advertising costs (if any) are charged to expense in the period in which they are incurred and advertising communication costs the first time the advertising takes place.  There were no advertising costs for the periods ended December 31, 2004 and 2003.  NOTE 2 CONVERTIBLE  DEBT  During 2004, the Company issued short-term convertible debt to existing shareholders and officers in order to fund operations. The notes are due in six to 12 months from date of issuance, require no monthly payments, and bear interest at rates of 6% and 10% annum. The notes are convertible to common stock at share prices ranging form $1.25 per share to $ 1.50 per share. Accordingly, the Company has not recorded any interest related to beneficial conversion features.  Since these convertible notes were issued in reliance upon implied exemptions from any type of registration, the issuance of the convertible notes payable may also be subject to rescission immediately (see Note 5), or more appropriately state, due on demand.  Since the notes are short-term they have been classified as current on the balance sheet in the same manner as notes due on demand.  NOTE 3 GOING CONCERN  The financial statements are presented on the basis that the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business over a reasonable length of time. As of December 31, 2004 and 2003, the Company has incurred accumulated deficits of $225,525 and $65,866, and only had cash of $5,344 and $846, respectively. Management feels that the related operations that began shortly after year-end, short-term loans, and the pending public offering will provide the Company with sufficient working capital to allow it to continue as a going concern.  - 35 -  BIDGIVE INTERNATIONAL, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) DECEMBER 31, 2004 AND 2003   NOTE 4 RESTATEMENT OF PREVIOUSLY ISSUED AUDITED FINANCIAL STATEMENTS  Subsequent to issuance of the previously restated 2003 financial statements and filing of the 2003 restated 10-KSB, management of the Company reclassified amounts of additional paid in capital, expenses and accumulated deficit for shares issued relative to the merger. In addition, the Company restated 2003 amounts for shares issued under stock subscriptions receivable, for which proceeds were received in 2004. As a result, it restated the audited financial statements for the period ended December 31, 2003. The restatements had no impact on the statement of operations.  The following tables set forth the effects of the restatement adjustments:   Period Ended December 31, 2003Previously RestatedNewly RestatedChangeStatement of OperationsTotal Income (Loss)$               (47,287)$              (47,287)$
-Balance SheetAssets$                      846$                     846$                   -Liabilities$                  43,851$               43,851$                   -Stockholders Equity (Deficit)Common stock, $.001 par value20,000,000 shares authorized,
6,275,892 shares issued and
outstanding$                  6,225$                  6,276$                 51Additional paid-in capital16,63630,33513,699Common stock subscriptions
receivable-(13,750)(13,750)Deficit accumulated during the
development stage(65,866)(65,866)-Total Stockholders Equity (Deficit)(43,005)(43,005)-Total Liabilities and Stockholders
Equity (Deficit)$                      846$                    846$                  -   - 36 -  BIDGIVE INTERNATIONAL, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) DECEMBER 31, 2004 AND 2003  NOTE 5 SHARES SUBJECT TO RECISSION RIGHTS  During 2004, the Company issued 32,400 shares of common stock in a private placement after filing a registration statement on Form SB-2 with the Securities and Exchange Commission. These shares were issued in reliance upon claimed exemptions from registration which, in retrospect, may not be available. As a result, the purchasers of these shares may have rescission rights for recovery of the purchase price paid for the shares with interest. Accordingly, the issuance of 32,400 shares for $40,500 has been recorded as common stock subject to rescission rights on the balance sheet. Interest to be paid contingent upon the possibility of rescission is considered immaterial.                     - 37 -  ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.  On or about February 20, 2004, the Company dismissed Tim B. Palmieri, C.P.A., as the Company's auditor for the fiscal year ending December 31, 2003. The decision to dismiss the accountant was recommended and approved by the Board of Directors. The reports of Tim B. Palmieri, C.P.A. on the Company's financial statements for either of the past two years did not contain any adverse opinion or disclaimer of opinion and were not qualified or modified as to any uncertainty, audit scope or accounting principle. During the Company's two most recent fiscal years and any subsequent interim period up to and including the date of the Company's dismissal of Tim B. Palmieri, C.P.A., there have been no disagreements with Tim B. Palmieri, C.P.A., whether or not resolved, on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Tim B. Palmieri, C.P.A., would have caused them to make reference thereto in their report on the financial statements for such years. On March 25, 2004, the Company provided a draft copy of the Company's report on Form 8-K to Tim B. Palmieri, C.P.A., requesting his comments on the information contained herein. The responsive letter from Tim B. Palmieri, C.P.A. is incorporated by reference herein as Exhibit 16.1. On February 20, 2004, the Board of Directors of the Company appointed the firm of Child, Sullivan & Company, 1284 W. Flint Meadow Dr., Suite D, Kaysville, UT 84037, as independent auditors of the Company for the period ending December 31, 2003 and for successive years. Prior to the engagement of Child, Sullivan & Company, neither the Company nor anyone on its behalf consulted with such firm regarding the application of accounting principles to a specified transaction whether completed or uncompleted, the type of audit opinion that might be rendered on the Company's financial statements or as to any matter that was either the subject of a disagreement with the previous independent auditor or was a reportable event.  ITEM 8A.         CONTROLS AND PROCEDURES  Under the supervision and with the participation of the Company's management, including its principal executive officer and principal financial officer, the Company conducted an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, as of the end of the period covered by this report (the "Evaluation Date"). Based on this evaluation, the Company's principal executive officer and principal financial officer concluded as of the Evaluation Date that the Company's disclosure controls and procedures were effective such that the information relating to the Company, including its consolidated subsidiaries, required to be disclosed in its SEC reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to the Company's management, including its principal executive  - 38 -  officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.  During the fourth quarter of 2004, the Company did not make any changes in its internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.   ITEM 8B. OTHER INFORMATION.  None.   PART III   ITEM 9.DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.  The Company's executive officers are elected annually by the Board of Directors. The Directors serve one year terms or until their successors are elected. The Company has not had standing audit, nominating or compensation committees of the Board of Directors or committees performing similar functions. All such applicable functions have been performed by the Board of Directors as a whole. The Company anticipates establishing such committees in the near future. During the fiscal year ended December 31, 2003, the Board of Directors held no formal meetings, but took action once by unanimous written consent. There are no family relationships among any of the Directors, nominees or executive officers. Other than its officers, the Company currently has no other significant employees.  The following persons comprise the directors and executive officers of the Company as of March 31, 2005: Name and AgeDirector/Officer SincePosition(s) HeldJames P. Walker, Jr. (44)2003President, Chief Executive Officer, Secretary and DirectorMichael Jacobson (52)2004Chairman of the Board and Vice PresidentThomas W. Richardson (48)2004Chief Financial Officer, Treasurer and DirectorMark S. Gardner (55)2004DirectorRonald D. Gardner (63)2004Director  Biographical Information  James P. Walker, Jr. has served as the President, Secretary and a director of BidGive International since December 4, 2003. Mr. Walker was in private law practice from 1985 to 1989, and with J.C. Penney Company from 1989 to 1996. From 1996 to 1999, he was COO/General Counsel with Benchmark Environmental Consultants where he was responsible for restructuring and managing operations.  From September 1999 to December 2001, he was CEO of Technology Business Partners, a technical consulting/staff augmentation company. In December 2001 he became CEO/COO and director of BidGive, Inc., a development stage  - 39 -  company, to oversee development and testing of BidGive, Inc.s discount dining certificate business. In May 2003, Mr. Walker served as CEO/COO and Manager of BidGive Group, LLC, a transitional company formed to acquire certain assets of BidGive, Inc., to merge with Rolfe Enterprises, Inc. (BidGive Internationals predecessor), and to expand and commercialize the acquired discount certificate business, launch business operations, and to raise operating capital. He is a graduate of Texas Tech University (BA 1982) and School of Law (JD 1985). Mr. Walker currently devotes his full time and attention to BidGive International, and has not had any other business activities from December 2001 to the present other than with BidGive, Inc. and BidGive Group, LLC.  Michael Jacobson has served as Vice President and Chairman of the Board of Directors of BidGive International since March 2004.  From 1984 to 1998, he was Vice President of Marketing for the SEN Group, a firm that created special events for not-for-profits, corporate sales and event promotions, and high net worth individuals. Subsequently, he was VP Marketing of Market City USA, an Internet based discounter, for two years (April 1998 to April 2000) before resigning that position to create and launch BidGive, Inc. in April 2000. Mr. Jacobson is chiefly responsible for establishing and managing BidGive Internationals sales and marketing campaigns. Mr. Jacobson currently devotes his full time and attention to BidGive International, and has not had any other business activities from April 2001 to the present other than with BidGive, Inc. and BidGive Group, LLC.  Thomas W. Richardson has served as Chief Financial Officer, Treasurer and a director of BidGive International since March 2004. He is a certified public accountant.  From January 1985 to the present, he has been the owner of Thomas W. Richardson, C.P.A., a Dallas accounting firm specializing in tax planning, financial and business consulting.  From October 1980 to January 1985, Mr. Richardson was employed by the Halliburton Company as Western Hemisphere Accounting Manager. Mr. Richardson is a member of the American Institute of Certified Public Accountants and the Texas Society of Certified Public Accountants. Mr. Richardson devotes approximately 20% of his time and attention to BidGive International, and devotes the remainder of his time and attention to his accounting firm.  Mark S. Gardner has served as a director of BidGive International since March 2004.  From 1986 to the present, he has been employed by Bear Stearns & Co., Inc., and is currently Managing Director in the Private Client Services Division in Dallas, Texas.  Ronald D. Gardner has served as a director of BidGive International since March 2004. Since 1998, Mr. Gardner has been self-employed as an independent sales and marketing consultant in the debit and prepaid calling markets.  From 1988 to 1998 Mr. Gardner worked in the telecommunications industry.  From 1996 to 1998, he was President of Logiphone Group, a telecommunications company doing business in the Netherlands.  During 1995 he was a consultant to ACR, Inc., which was engaged in the business of selling and marketing long distance services, and The Furst Group, Inc., which was engaged in the business of selling prepaid calling card services.  From 1988 through 1994 he worked for Comac, Inc., a private telecommunications company reselling AT&T long distance services.  During the period from 1992 to 1994 he was the President of Comac, Inc., and prior to that time he was national director  - 40 -  of sales and marketing for Comac, Inc.  Mr. Gardner is a graduate of West Virginia University (BS 1963) and New Mexico Highlands University (MS 1968).  Advisory Board  Our advisory board advises our Board of Directors on our business plan and operations. The following four individuals presently comprise our advisory board:  Phillip Berwish, an attorney, is experienced in non-profit corporate development, governance and management. Mr. Berwish is the former President of the Board of Directors for Casa Nueva Vida, Inc., a non-profit corporation in Massachusetts running a homeless shelter dedicated exclusively to Hispanic women and children.  Mr. Berwish helped create the Community Agency Management Program (CAMP) at the School of Management of Lesley College, in Cambridge, serving as program instructor for law-related segments, including Law & Ethics For Non-Profit Corporations. Mr. Berwish also served as President of The Photo Review, a nationally-published non-profit journal of photography, published quarterly since 1976.  Judith Cunningham is the Head of Schools for Toronto Montessori Schools, the largest Montessori school in North America, and is an international consultant to Montessori schools and an educational speaker.  Ms. Cunningham has more than twenty years experience with non-profit organizations.  She is also a past board member of the American Montessori Society.  David Petersen is an independent consultant. Mr. Petersen founded and served as chief executive officer, of Telemarketing Resources International Inc., a startup company formed to supply equipment to the call center industry. Mr. Peterson was also a founder of VoiceCast International Inc., a direct marketing voice message service bureau with patented technology. Mr. Petersen is also a recognized marketing and media placement specialist. Mr. Petersons past experience includes providing marketing services to Eddie Bauer, Nextel, 1-800 Flowers, Sports Illustrated, Entertainment Weekly, Echostar (Dish Network) Sprint PCS, T-Mobile, First USA, Citadel Communications, Cendent, the Get Out the Vote Campaign, Direct DSL, and BMG Music.  Robert Schneiderman is the owner and President of R.S. and Associates, Inc., marketing consultants.  Mr. Schneiderman implements marketing strategies for clients and joint venture partners, provides project management, structuring of operational systems and procedures, expands marketing channels, and assists with contract negotiations. Mr. Schneiderman also serves as a business liaison between BidGive International and various marketing entities.  Section 16(a) Beneficial Ownership Reporting Compliance  Section 16(a) of the Exchange Act requires our directors and executive officers, and persons who own more than 10% of a registered class of our equity securities, to file with the SEC reports of ownership and changes in ownership of our common stock and other equity securities. Executive officers, directors and greater than 10% stockholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file.  - 41 -  Based on the review of copies of such reports furnished to us and written representations that no other reports were required, we believe that, during the 2004 fiscal year, all Section 16(a) filing requirements applicable to our executive officers, directors and greater than 10% beneficial owners were complied with.  Code of Ethics  The Company has not yet adopted a code of ethics that applies to its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. The Company currently has no plans to adopt a revised code of ethics that meets the definition of a "code of ethics" under applicable SEC regulations.   ITEM 10.         EXECUTIVE COMPENSATION Mr. Walker and Mr. Jacobson were paid $60,000 and $13,500, respectively, in 2004 for services provided to us as independent consultants. Other than as described in the preceding sentence, no compensation was awarded or paid by us to, or earned by, any officer or director as our employee during the fiscal year ended December 31, 2004. We currently have no stock option, retirement, pension, profit-sharing programs or similar plans for the benefit of our directors, officers or other employees. We anticipate that we will pay employment compensation, including bonuses and benefits, to our officers and directors in the future  ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.  The following table sets forth, as of March 31, 2005, certain information with respect to the Common Stock beneficially owned by (i) each Director, nominee to the Board of Directors and executive officer of the Company; (ii) each person who owns beneficially more than 5% of the Company's Common Stock; and (iii) all Directors and executive officers as a group:  Name and Address of Beneficial OwnerAmount and Nature of Beneficial OwnershipPercent of ClassJames P. Walker, Jr., President, CEO, Secretary and Director (1)3229 Wentwood Drive, Suite 200
Dallas, Texas 752251,555,921 (4)24.66%Michael Jacobson, Chairman of the Board and Vice President (1)3229 Wentwood Drive, Suite 200
Dallas, Texas 752251,234,154 (3)19.56%Ronald D. Gardner, Director (1)3229 Wentwood Drive, Suite 200
Dallas, Texas 75225645,917 (5)10.24%  - 42 -   Thomas Richardson, CFO, Treasurer and Director (1)
3229 Wentwood Drive, Suite 200
Dallas, Texas 7522573,5311.2%Mark S. Gardner, Director (1)
3229 Wentwood Drive, Suite 200
Dallas, Texas 7522532,059nilRobert Schneiderman
843 Persimmon Lane
Langhorne, PA 19047378,6866%Mid-Continental Securities Corp.
5150 Tamiami Trail N., Ste. 202
Naples, Florida 34103365,1005.8%Frank Pioppi (2)4 Cliff Avenue
Winthrop, MA 02152388,7006.2%All Directors and executive officers (5 persons)3,541,58256% ______________________________ (1)The person listed is an executive officer and/or director of the Company.
(2) Includes the 365,100 shares of Common Stock owned by Mid-Continental Securities Corp. Frank Pioppi is the Chairman of Mid-Continental Securities Corp., and is deemed by that company to be the beneficial owner of 100% of Mid-Continental's shares in the Company. (3) Of the 1,234,154 shares, 27,354 are held of record by my Mr. Jacobson's spouse; therefore, he may be deemed to be a beneficial owner of those shares. (4) Of the 1,555,921 shares, 110,296 are held of record by Mr. Walker's children. Therefore, he may be deemed to be the beneficial owner of those shares. (5) Of the 645,917 shares, 40,000 are held of record by Mr. Gardner's spouse; 127,667 shares are held of record by Mr. Gardner's company, Personal Greetings, Inc. These 167,667 shares, while not held directly, may be deemed to be beneficially owned by Mr. Gardner.   ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS  James Walker, our President, Secretary and a director, and Michael Jacobson, our Vice President and Chairman of the Board of Directors, have devoted their full time and attention to the BidGive business over the last three years.  They have also paid certain necessary expenses on our behalf, which payments were treated as capital contributions or reimbursable expenses.  The expenses paid by Mr. Walker are estimated to be approximately $4,500, and the expenses paid by Mr. Jacobson are estimated to be approximately $5,100.  Further, in 2004 members of management contributed funds for operational expenses to BidGive International as short term loans and convertible debt, as follows: James Walker, $20,650, Michael Jacobson, $1,590, Thomas Richardson, $10,000, Ronald Gardner, $1,250. At present, we have not entered into  - 43 -  employment agreements with either Mr. Walker or Mr. Jacobson; however, we anticipate entering into such agreements with Mr. Walker and Mr. Jacobson in the future. Mr. Walker and Mr. Jacobson were paid $60,000 and $13,500, respectively, in 2004 for services provided to us as independent consultants. Other than as described in the preceding sentences, no officer or employee has received or accrued any compensation through December 31, 2004.  When BidGive Group, LLC was formed to purchase certain select assets (the discount certificate concept) from BidGive, Inc., membership interests in BidGive Group, LLC were dividended to all BidGive, Inc. stockholders as part of the purchase price for such assets. Accordingly, on October 2, 2003, 800,000 membership interest units of BidGive Group, LLC were issued to each of Mr. Walker and Mr. Jacobson as a dividend on the shares of BidGive, Inc. common stock held by each of them.  On December 4, 2003, the date of the merger of BidGive Group, LLC into the Merger Sub, Mr. Walker and Mr. Jacobson were each issued 1,470,625 shares of the our common stock in exchange for each individuals 800,000 membership interest units in BidGive Group, LLC based on a formula applied equally to all BidGive Group, LLC members in such merger.  Ron Gardner is a member of our Board of Directors and has provided services to the BidGive discount certificate business during the past three years by assisting us with establishing necessary business relationships. Mr. Gardner continues to provide us with these services. Mr. Gardner also assisted and was affiliated with BidGive Group, LLC (a predecessor to BidGive International) by virtue of his ownership interest therein and by providing services such as referrals to potential business partners and general business advice.  As consideration for his services, on May 28, 2003, Mr. Gardner received a total of 320,000 membership interest units in BidGive Group, LLC.  On December 4, 2003, upon completion of the merger of BidGive Group, LLC into the Merger Sub, Mr. Gardners membership interest units were converted into 588,250 shares of our common stock.  Mr. Gardner is also an owner of PGI, which is one of our joint venture partners and the owner of 127,667 shares of our common stock. Pursuant to the terms of our joint venture agreement with PGI, PGI will receive up to $9,500 per month after this offering is completed to cover its operational expenses as an advance against any commissions due thereunder.  Robert Schneiderman is a member of our advisory board and has provided services to the BidGive business during the past three years by assisting us with establishing necessary business relationships.  Mr. Schneiderman continues to provide us with these services. Mr. Schneiderman also assisted and was affiliated with BidGive Group, LLC (a predecessor to BidGive International) by virtue of his ownership interest therein and by providing services such as referrals to potential business partners and general business advice.  As consideration for his services, on May 28, 2003, Mr. Schneiderman received a total of 200,000 membership interest units in BidGive Group, LLC.  On December 4, 2003, upon completion of the merger of BidGive Group, LLC into the Merger Sub, Mr. Schneidermans membership interest units were converted into 367,656 shares of our common stock.  During the period from April 2001 through June 2002, Mid-Continental Securities Corp. purchased a total of 4,463,750 shares of our common stock for total consideration of $4,464, or $0.001 per share.  After completion of the recapitalization effected in anticipation of the merger transaction of BidGive Group, LLC into the Merger Sub, the total number of shares owned by  - 44 -  Mid-Continental Securities Corp. was reduced to 365,000.  Frank Pioppi owns approximately 92% of Mid-Continental Securities Corp., and may be deemed by that company to be the beneficial owner of 100% of Mid-Continentals shares in BidGive International. Mr. Pioppi currently has no current relationship or affiliation with BidGive International, but served as an officer and director of Rolfe Enterprises, Inc. (a predecessor of BidGive International) in the past. The Company paid contractor fees to the Companys president totaling $60,000 in 2004 in lieu of officers salaries.   ITEM 13. EXHIBITS (a) Exhibits. 2.1         Merger Agreement and Plan of Reorganization, dated October 10, 2003, entered by and among Rolfe Enterprises, Inc., BGG Acquisition Subsidiary, Inc., Mid-Continental Securities Corp., and BidGive Group, LLC (filed as Exhibit 2.1 to the Company's Form 10-QSB filed on November 10, 2003, and incorporated herein by reference). 2.2.         Merger Agreement and Plan of Reorganization, dated March 10, 2004, entered by and between Rolfe Enterprises, Inc. and BidGive International, Inc. (filed as Exhibit 10 to the Company's Preliminary Information Statement on Schedule 14C filed on March 12, 2004, and incorporated herein by reference). 3.1         Certificate of Incorporation of BidGive International, Inc. (filed as Exhibit 3 to the Company's Preliminary Information Statement on Schedule 14C filed on March 12, 2004, and incorporated herein by reference). 3.2         Bylaws of BidGive International, Inc. (filed as Exhibit 3 to the Company's Preliminary Information Statement on Schedule 14C filed on March 12, 2004, and incorporated herein by reference). 10.1 Joint venture/revenue sharing letter agreement between BidGive International, Inc. and Personal Greetings, Inc., dated February 15, 2004 (filed as Exhibit 10.1 to BidGive Internationals Preliminary Registration Statement on Form SB-2 filed on April 28, 2004, and incorporated herein by reference).  10.2 Joint venture/revenue sharing letter agreement between BidGive International, Inc. and Leonard Pearl, dated February 15, 2004 (filed as Exhibit 10.1 to BidGive Internationals Preliminary Registration Statement on Form SB-2 filed on April 28, 2004, and incorporated herein by reference).  10.3 Joint venture/revenue sharing letter agreement between BidGive International, Inc. and Terry Byer, dated February 15, 2004 (filed as Exhibit 10.3 to BidGive Internationals Preliminary Registration Statement on Form SB-2 filed on April 28, 2004, and incorporated herein by reference).  10.4 Form of BidGive International, Inc. dining agreement (filed as Exhibit 10.4 to  - 45 -  BidGive Internationals Preliminary Registration Statement on Form SB-2 filed on July 28, 2004, and incorporated herein by reference).  10.5 Form of BidGive International, Inc. retail agreement (filed as Exhibit 10.5 to BidGive Internationals Preliminary Registration Statement on Form SB-2 filed on July 28, 2004, and incorporated herein by reference).  10.6 Agreement between BidGive and Coventry Travel dated January 5, 2004 (filed as Exhibit 10.6 to BidGive Internationals Preliminary Registration Statement on Form SB-2 filed on July 28, 2004, and incorporated herein by reference).  10.7 Agreement between BidGive VarTec Telecom/Excel Communications and i2 Foundation - Aidmatrix, dated January 27, 2003 (filed as Exhibit 10.7 to BidGive Internationals Preliminary Registration Statement on Form SB-2 filed on July 28, 2004, and incorporated herein by reference).  10.8 Agreement between BidGive and Data Mountain Solutions dated December 2, 2003, (filed as Exhibit 10.8 to BidGive Internationals Preliminary Registration Statement on Form SB-2 filed on October 5, 2004, and incorporated herein by reference).  10.9 Form of BidGive International, Inc. confidentiality agreement for Independent Sales Consultants (filed as Exhibit 10.9 to BidGive Internationals Preliminary Registration Statement on Form SB-2 filed on July 28, 2004, and incorporated herein by reference).  10.10 Form of BidGive International advertising participation agreement (filed as Exhibit 10.10 to BidGive Internationals Preliminary Registration Statement on Form SB-2 filed on October 5, 2004, and incorporated herein by reference). 16.1         Responsive letter from Tim Palmieri, C.P.A. (filed as Exhibit 16.1 to the Company's current report on Form 8-K filed on March 26, 2004, and incorporated herein by reference). 21.1         Subsidiaries of the Company (filed as Exhibit 21.1 to the Company's annual report on Form 10-KSB filed on April 14, 2004, and incorporated herein by reference). 31.1         Certification of Chief Executive Officer of BidGive International, Inc. Pursuant to Rule 13a-14(a)/15d-14(a).* 31.2         Certification of Chief Financial Officer of BidGive International, Inc. Pursuant to Rule 13a-14(a)/15d-14(a).* 32.1         Certification of Chief Executive Officer of BidGive International, Inc. Pursuant to 18 U.S.C. Section 1350.* 32.2         Certification of Chief Financial Officer of BidGive International, Inc. Pursuant to 18 U.S.C. Section 1350.*  - 46 -  __________ (*) Filed herewith.    ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES (1) The aggregate fees billed by Child, Sullivan and Company for audit of the Company's annual financial statements were$4,500 for the fiscal year ended December 31, 2004, and $2,500 for the fiscal year ended December 31, 2003. The aggregate fees billed by Child, Sullivan and Company for review of the Company's financial statements included in its quarterly reports on Form 10-QSB were $1,500 during the period ended December 31, 2004 and $0 during the period ended December 31, 2003.
(2) Child, Sullivan and Company billed the Company $1,425 and $0, respectively, for assurance and related services that were related to its audit or review of the Company's financial statements during the fiscal years ending December 31, 2004 and December 31, 2003.
Tax Fees
(3) The aggregate fees billed by Child, Sullivan and Company for tax compliance, tax advice and tax planning were $0 for the fiscal year ended 2004 and $0 for the fiscal year ended 2003.
All Other Fees
(4) Child, Sullivan and Company did not bill the Company for any products and services other than the foregoing during the fiscal years ended 2004 and 2003.   - 47 -   SIGNATURES  In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.  BIDGIVE INTERNATIONAL, INC.   By: /S/ James P. Walker, Jr. President, Chief Executive Officer and Secretary Dated:




October 17

, 2006  In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.  BIDGIVE INTERNATIONAL, INC. By: /S/ James P. Walker, Jr. President, Chief Executive Officer and Secretary   Dated:




October 17

, 2006  By: /S/ Rebecca Richardson-Blanchard Interim Chief Financial Officer
Dated:




October 17

, 2006   - 48 -   EXHIBIT INDEX 2.1         Merger Agreement and Plan of Reorganization, dated October 10, 2003, entered by and among Rolfe Enterprises, Inc., BGG Acquisition Subsidiary, Inc., Mid-Continental Securities Corp., and BidGive Group, LLC (filed as Exhibit 2.1 to the Company's Form 10-QSB filed on November 10, 2003, and incorporated herein by reference). 2.2.         Merger Agreement and Plan of Reorganization, dated March 10, 2004, entered by and between Rolfe Enterprises, Inc. and BidGive International, Inc. (filed as Exhibit 10 to the Company's Preliminary Information Statement on Schedule 14C filed on March 12, 2004, and incorporated herein by reference). 3.1         Articles of Incorporation (filed as Exhibit 3 to the Company's Preliminary Information Statement on Schedule 14C filed on March 12, 2004, and incorporated herein by reference). 3.2          Bylaws (filed as Exhibit 3 to the Company's Preliminary Information Statement on Schedule 14C filed on March 12, 2004, and incorporated herein by reference). 10.1 Joint venture/revenue sharing letter agreement between BidGive International, Inc. and Personal Greetings, Inc., dated February 15, 2004 (filed as Exhibit 10.1 to BidGive Internationals Preliminary Registration Statement on Form SB-2 filed on April 28, 2004, and incorporated herein by reference).  10.2 Joint venture/revenue sharing letter agreement between BidGive International, Inc. and Leonard Pearl, dated February 15, 2004 (filed as Exhibit 10.1 to BidGive Internationals Preliminary Registration Statement on Form SB-2 filed on April 28, 2004, and incorporated herein by reference).  10.3 Joint venture/revenue sharing letter agreement between BidGive International, Inc. and Terry Byer, dated February 15, 2004 (filed as Exhibit 10.3 to BidGive Internationals Preliminary Registration Statement on Form SB-2 filed on April 28, 2004, and incorporated herein by reference).  10.4 Form of BidGive International, Inc. dining agreement (filed as Exhibit 10.4 to BidGive Internationals Preliminary Registration Statement on Form SB-2 filed on July 28, 2004, and incorporated herein by reference).  10.5 Form of BidGive International, Inc. retail agreement (filed as Exhibit 10.5 to BidGive Internationals Preliminary Registration Statement on Form SB-2 filed on July 28, 2004, and incorporated herein by reference).  10.6 Agreement between BidGive and Coventry Travel dated January 5, 2004 (filed as Exhibit 10.6 to BidGive Internationals Preliminary Registration Statement on Form SB-2 filed on July 28, 2004, and incorporated herein by reference).   - 49 -  10.7 Agreement between BidGive VarTec Telecom/Excel Communications and i2 Foundation - Aidmatrix, dated January 27, 2003 (filed as Exhibit 10.7 to BidGive Internationals Preliminary Registration Statement on Form SB-2 filed on July 28, 2004, and incorporated herein by reference).  10.8 Agreement between BidGive and Data Mountain Solutions dated December 2, 2003, (filed as Exhibit 10.8 to BidGive Internationals Preliminary Registration Statement on Form SB-2 filed on October 5, 2004, and incorporated herein by reference).  10.9 Form of BidGive International, Inc. confidentiality agreement for Independent Sales Consultants (filed as Exhibit 10.9 to BidGive Internationals Preliminary Registration Statement on Form SB-2 filed on July 28, 2004, and incorporated herein by reference).  10.10 Form of BidGive International advertising participation agreement (filed as Exhibit 10.10 to BidGive Internationals Preliminary Registration Statement on Form SB-2 filed on October 5, 2004, and incorporated herein by reference).21.1         Subsidiaries of the Company (filed as Exhibit 21.1 to the Company's annual report on Form 10-KSB filed on April 14, 2004, and incorporated herein by reference). 31.1         Certification of Chief Executive Officer of BidGive International, Inc. Pursuant to Rule 13a-14(a)/15d-14(a). * 31.2         Certification of Chief Financial Officer of BidGive International, Inc. Pursuant to Rule 13a-14(a)/15d-14(a). * 32.1         Certification of Chief Executive Officer of BidGive International, Inc. Pursuant to 18 U.S.C. Section 1350. * 32.2         Certification of Chief Financial Officer of BidGive International, Inc. Pursuant to 18 U.S.C. Section 1350. * __________ (*) Filed herewith.   - 50 -